Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §
240.14a-12
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On
Dear
You are cordially invited to attend the 2025 annual meeting of stockholders (the "Annual Meeting") of
The Annual Meeting will be held for the following purposes:
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To elect the |
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To ratify the Audit Committee of the Company's Board of Directors' selection of |
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To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The Annual Meeting can be attended by visiting www.virtualshareholdermeeting.com/ANRO2025 and entering your 16-digitControl Number included in your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form sent to you. You may log-into the Annual Meeting beginning at
The record date for the Annual Meeting is
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on
This Notice, the accompanying Proxy Statement and our 2024 Annual Report on Form 10-Kare available atwww.proxyvote.com. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote in advance via the internet, telephone or mail.
By Order of the Board of Directors
/s/ Erin R. McQuade
General Counsel and Chief Administrative Officer; Corporate Secretary
You are cordially invited to attend our Annual Meeting via our virtual meeting platform. Whether or not you expect to attend the meeting, please vote over the telephone or the internet prior to the Annual Meeting as instructed in these materials, or if you receive a paper proxy card by mail, by completing and returning such proxy card promptly in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote at the Annual Meeting.
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PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
MEETING AGENDA
Proposals |
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Voting Standard |
Board Recommendation |
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Election of Directors | 8 | Plurality of the votes of the shares present or represented by proxy and entitled to vote in the election of directors. Only votes "For" will affect the outcome of the vote; "withhold" votes and broker non-voteswill have no effect on the outcome of the vote. | "For" the director nominee | |||
Ratification of the selection of |
21 | Affirmative vote of a majority of the votes cast on this matter, voting affirmatively or negatively (excluding abstentions and broker non-votes). | "For" |
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING |
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PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS |
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Policies and Procedures for Transactions with Related Persons |
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receivea notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the
We intend to mail the Notice on or about
Will I receive any other proxy materials by mail?
No, you will not receive any other proxy materials by mail unless you request, or had previously requested, a paper copy of proxy materials. To request that a full set of the proxy materials be sent to your specified postal address for the Annual Meeting, you may (i) visit www.proxyvote.com, (ii) call 1-800-579-1639or (iii) send an email to sendmaterial@proxyvote.com. Please have your proxy card or Notice in hand when you access the website or call and follow the instructions provided and, if sending an email, please include your control number (discussed below) in the subject line.
What am I voting on?
There are two matters scheduled for a vote:
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Election of one Class I director ("Proposal 1"); and |
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Ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending |
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
How does the Board of Directors recommend I vote on these matters?
Our Board of Directors recommends a vote:
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"FOR" the election of |
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"FOR" the ratification of the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending |
How do I attend the Annual Meeting?
The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/ANRO2025. There is no physical meeting location, and thus you will not be able to attend the Annual Meeting in person.
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You are entitled to attend the Annual Meeting if you were a stockholder of record as of the close of business on
Whether or not you participate in the Annual Meeting, it is important that you vote your shares. Please refer to the Q&A "How do I vote?" below for further details.
If you attend the Annual Meeting via live webcast with a Control Number, you will be able to vote at the meeting and submit questions. We encourage you to access the Annual Meeting before it begins at
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on
Stockholder of Record: Shares Registered in Your Name
If on
Beneficial Owner: Shares Registered in the
If on
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How do I vote?
For Proposal 1, you may either vote "For" the nominee to the Board or you may "Withhold" your vote for such nominee. For Proposal 2, you may vote "For" or "Against" or abstain from voting.
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting, or vote in advance by proxy over the telephone, vote by proxy through the internet, or vote by proxy using a proxy card that you may request. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote during the Annual Meeting even if you have already voted by proxy.
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To vote priorto the Annual Meeting (until |
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To vote through the internet prior to the Annual Meeting, go to www.proxyvote.comand follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and Control Number from the Notice or proxy card. Your internet vote must be received by |
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To vote over the telephone, dial the number provided on the Notice or proxy card using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and Control Number from your Notice or proxy card. Your telephone vote must be received by |
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To vote using the proxy card that may be requested, simply complete, sign and date the proxy card and retuit promptly in the envelope provided. If you retuyour signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. |
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To vote during the Annual Meeting, if you are a stockholder of record as of the record date, follow the instructions at www.virtualshareholdermeeting.com/ANRO2025.You will need to enter the 16-digitControl Number found on your Notice or proxy card. |
Beneficial Owner: Shares Registered in the
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction form from that organization rather than from Alto. You should follow the instructions in the notice to ensure your vote is counted. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the internet, including by providing you with a Control Number via email or on notice or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the internet as instructed by your broker, bank or other stockholder of record. If you did not receive a Control Number via email or on your notice or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain your Control Number. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain their control number either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.
Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
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How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of
If I am a stockholder of record and I do not vote, or if I retua proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or at the Annual Meeting, your shares will not be voted.
If you retua signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, "For" the election of the nominee for director and "For" the ratification of the selection by the
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the
If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you mustprovide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
Will a list of the stockholders of record as of the record date be available?
For the ten days ending the day prior tothe Annual Meeting, a list of our stockholders of record as of the close of business on the record date will be available for examination by any stockholders of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of stockholders of record, please email generalcounsel@altoneuroscience.com.
Where can we get technical assistance?
If you encounter any difficulties accessing the Annual Meeting during the check-inor meeting time, please call the technical support number that will be posted on the virtual meeting login page.
During the Annual Meeting, how do we ask questions of management and the Board?
At the Annual Meeting, we plan to respond to appropriate stockholder questions relevant to Annual Meeting business, if allotted time permits. Stockholders of record as of the close of business on
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submit questions during the Annual Meeting after logging in with your Control Number through www.virtualshareholdermeeting.com/ANRO2025. To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to the start of the Annual Meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions that are not relevant to the proposals to be voted on at the Annual Meeting and in compliance with the rules of conduct for the Annual Meeting will not be responded to.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on all Notices to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
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You may submit another properly completed proxy card, dated with a later date. |
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You may grant a subsequent proxy by telephone or through the internet. |
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You may send a timely written notice that you are revoking your proxy to Alto's Corporate Secretary at |
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You may vote online during the Annual Meeting. Simply attending the Annual Meeting without voting will not, by itself, revoke your proxy. |
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the
If your shares are held by your broker, bank or other agent, you should follow the instructions provided to you by your broker, bank or other agent.
When are stockholder proposals due for next year's Annual Meeting?
Our stockholders may submit proposals on matters appropriate for stockholder action at annual stockholder meetings in accordance with Rule 14a-8promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For such proposals to be included in our proxy materials relating to our 2026 annual meeting of stockholders (the "2026 Annual Meeting"), all applicable requirements of Rule 14a-8must be satisfied and your proposal must be submitted in writing by
If you wish to submit a proposal or nominate a director at the 2026 Annual Meeting but you are not requesting that your proposal or nomination be included in our proxy materials for the 2026 Annual Meeting pursuant to
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Rule 14a-8of the Exchange Act, your proposal or nomination must delivered to and received by our Corporate Secretary, in writing, at
For more information, and for more detailed requirements, please refer to our Bylaws, filed as Exhibit 3.2 to our Current Report on Form 8-K(File No. 001-41944),filed with the
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting. The inspector of election will separately count, for Proposal 1, votes "For," "Withhold," and broker non-votes;and, with respect to Proposal 2, votes "For" and "Against," abstentions and, if applicable, broker non-votes.Broker non-voteson Proposal 1 will have no effect and will not be counted towards the vote total for this proposal. Abstentions on Proposal 2 will be counted towards the vote total for this proposal and will have the same effect as "Against" votes. Since brokers have authority to vote on your behalf with respect to Proposal 2, we do not expect broker non-voteson this proposal.
What are "broker non-votes"?
A "broker non-vote"occurs when your broker submits a proxy for the meeting with respect to "routine" matters but does not vote on "non-routine"matters because you did not provide voting instructions on these matters. These un-votedshares with respect to "non-routine"matters are counted as "broker non-votes."Proposal 1 is considered to be "non-routine"under NYSE rules and we therefore expect some broker non-voteson this proposal. However, because Proposal 2 is considered "routine" under such rules, we do not expect broker non-voteson this proposal.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you mustprovide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
How many votes are needed to approve each proposal?
For Proposal 1, the election of directors, the nominee receiving the most "For" votes from the holders of shares present or represented by proxy and entitled to vote on the election of directors will be elected. Only votes "For" will affect the outcome of the vote. "Withhold" votes and broker non-voteswill each have no effect on the outcome.
To be approved, Proposal 2, the ratification of the selection by the
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote are present at the Annual Meeting virtually or represented by proxy. On
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Abstentions and broker non-voteswill be counted towards the quorum requirement. If there is no quorum, either the chairperson of the meeting or the holders of a majority of the voting power of the shares present at the meeting or represented by proxy may adjouthe Annual Meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-Kthat we expect to file with the
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PROPOSAL 1
ELECTION OF DIRECTORS
Our Board is divided into three classes, with one class of our directors standing for election each year. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. The Board presently has seven members. There are two directors in Class I whose term of office expires at this Annual Meeting and who are not standing for re-election,and following the Annual Meeting, the Board will have five members. The Board has nominated, based on the recommendation of the
Directors are elected by a plurality of the votes of the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the one nominee receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the one nominee named below. We have no reason to believe that our director nominee will be unavailable for election at the Annual Meeting. In the event that our director nominee is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. Vacancies on the board of directors are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by the stockholders. Your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified or such director's earlier death, resignation or removal.
Our corporate governance guidelines encourage our Board, including the nominee for director, to attend our annual meetings. Information relating to the director nominee and each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material is shown below.
Class I Nominee to the Board of Directors for a Three-Year Term Expiring at the 2028 Annual Meeting
The nominee, his age as of
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Class |
Age |
Position |
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I | 66 | Director |
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF THE NAMED NOMINEE.
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Continuing Directors
Continuing directors, their respective ages as of
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Age |
Position |
Term Expires |
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III | 48 | President, Chief Executive Officer, and Chair of the Board | 2027 | |||||
II | 46 | Lead Independent Director | 2026 | |||||
III | 66 | Director | 2027 | |||||
II | 68 | Director | 2026 |
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non-profitorganizations.
Non-ContinuingDirectors
The table below provides information about two current directors whose term of office expires at the Annual Meeting and who are not standing for re-election,their respective ages as of
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Class |
Age |
Position |
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I | 45 | Director | ||||
I | 55 | Director |
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Independence of the Board of Directors
Our Board has undertaken a review of the independence of our directors and considered whether any director has a relationship that, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a member of our board. Based upon information requested from and provided by each director concerning such director's background, employment, and affiliations, including family relationships, our board of directors has determined that
Board Leadership Structure
As
In addition, we have a separate chair for each committee of our Board. The chair of each committee is expected to report regularly to our Board on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters or specify any shortcomings should that be the case.
Director Commitments
Our Board believes that all members of the Board should have sufficient time and attention to devote to Board duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and nominees for director have sufficient time and attention to devote to Board duties, the Governance Committee and our Board consider, among other things, whether directors may be "overboarded," which refers to the situation where a director serves on an excessive number of boards.
Our Board believes that each of our directors, including our director nominee, has demonstrated the ability to devote sufficient time and attention to Board duties and to otherwise fulfill the responsibilities required of directors.
Role of the Board of Directors in Risk Oversight
One of the Board's key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through the standing committees of the Board that address risks inherent in their
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respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us.
Our Audit Committee has the responsibility to consider and discuss our guidelines and policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govethe process by which risk assessment is undertaken and the execution of internal controls. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of our compliance with the Sarbanes-Oxley Act of 2002, as amended. Audit Committee responsibilities also include oversight of cybersecurity risk management, and, to that end, the Audit Committee discusses cybersecurity and IT risk management periodically with management as part of standing meeting agendas. Our Governance Committee monitors the effectiveness of our corporate governance guidelines. Our
Meetings of the Board of Directors
The Board met 11 times during the last fiscal year. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member.
As required under applicable NYSE listing standards, in fiscal year 2024, our independent directors met at regularly scheduled executive sessions without management present.
Information Regarding Committees of the Board of Directors
The Board has established three standing committees: an Audit Committee, a
Each committee operates under a written charter that is available to our stockholders in the "Corporate Governance" section of our investor relations website at https://investors.altoneuroscience.com, which satisfies the applicable rules and regulations of the
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Audit | Compensation and |
Nominating and Corporate Governance(1) |
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Total meetings in fiscal year 2024 |
4 | 7 | 1 |
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Designates Committee Chairperson |
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The Board intends to appoint one or more additional directors to the |
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Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities.
Audit Committee
Our Audit Committee consists of
The primary responsibilities of the audit committee include, among other things:
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helping our board of directors oversee our corporate accounting and financial reporting processes; |
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managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-endoperating results; |
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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
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reviewing related person transactions; |
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obtaining and reviewing a report by the independent registered public accounting firm that describes its internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and |
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approving, or, as permitted, pre-approving,audit and permissible non-auditservices to be performed by the independent registered public accounting firm. |
Report of the Audit Committee of the Board of Directors(1)
The Audit Committee has reviewed and discussed the consolidated audited financial statements for the fiscal year ended
The Audit Committee
Ms.
Mr.
Mr.
(1) |
The material in this report is not "soliciting material," is not deemed "filed" with the |
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Our Compensation Committee consists of
The primary responsibilities of the Compensation Committee include, among other things:
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reviewing and approving (or, as applicable, recommending to our board of directors) the compensation of our Chief Executive Officer and other executive officers; |
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reviewing and approving the compensation paid to our non-employeedirectors; |
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administering our equity incentive plans and other benefit programs; |
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reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; |
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reviewing, adopting, amending, and terminating the terms of any employment agreements, severance arrangements, bonus plans, deferred compensation plans, change-of-controlprotections, and any other compensatory arrangements for our executive officers; |
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reviewing, evaluating, and recommending to our board of directors succession plans for our executive officers; and |
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reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy. |
Compensation Committee Processes and Procedures
Typically, the Compensation Committee holds regularly scheduled meetings several times per year. The agenda for each meeting is developed by the Chair of the Compensation Committee, in consultation with management and our outside compensation consultants. The Compensation Committee meets regularly in executive session. Various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to present financial, equity, market comparative or other background information or advice, or to otherwise participate in Compensation Committee meetings.
The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. The charter of the Compensation Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant's reasonable fees and other retention terms.
For the fiscal year ended
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Our Compensation Committee identified
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evaluate the efficacy of our compensation strategy and practices in supporting and reinforcing our long-term strategic goals; |
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assist in refining our compensation strategy in connection with our transition to a public company, and developing and implementing executive and director compensation programs to execute that strategy; |
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assist the Compensation Committee in formulating strategies for fostering retention and strengthening alignment of compensation with the achievement of specific strategic milestones and stockholder value creation; and |
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ensure our compensation strategy adheres to market best practices. |
As part of its engagement of
Historically, the Board or the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards, and established new performance objectives at one or more meetings held during the first quarter of the year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year, including for example, in connection with our IPO in 2024 (the "IPO"). For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted with input from directors.
Nominating and Corporate Governance Committee ("Governance Committee")
Our Governance Committee currently consists of
The primary responsibilities of the Governance Committee include, among other things:
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identifying, reviewing, and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by our stockholders, to serve on our board of directors; |
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considering and making recommendations to our board of directors regarding the composition and chairmanship of the committees of our board of directors; |
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instituting plans or programs for the continuing education of our board of directors and orientation of new directors; |
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developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and |
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overseeing periodic evaluations of the board of directors' performance, including committees of the board of directors. |
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Board Membership Criteria
The Board and the Governance Committee will determine the appropriate characteristics, skills and experience for the Board as a whole and for its individual members. The Board considers recommendations for nominees from the Governance Committee. In considering candidates, the Board and the Governance Committee intend to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to our affairs, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, having a diverse personal background, perspective and experience, and having the commitment to rigorously represent the long-term interests of our stockholders. The Board and the Governance Committee review candidates for director nomination in the context of the current composition of our Board, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the Board and the Governance Committee will consider diversity, age, skills, and such other factors as each deems appropriate given the current needs of us and our Board to maintain a balance of knowledge, experience and capability. With regard to diversity, we are committed to seeking to attain diversity and balance among directors of thought, viewpoints, backgrounds, skills, experience, expertise, race, gender, sexual orientation, and geography. Accordingly, as part of the director search process, the Governance Committee will endeavor to consider qualified candidates, including candidates who self-identify their gender as female and candidates from underrepresented communities, in each case who meet the relevant business and search criteria. The Governance Committee assesses the effectiveness of such policy through its periodic evaluation of the composition of the full board of directors.
In the case of incumbent directors whose terms of office are set to expire, the Board and the Governance Committee review such directors' overall service to us and our business during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors' independence, including share ownership or other factors. In the case of new director candidates, the Board and the Governance Committee also determine whether the nominee must be independent for purposes of satisfying NYSE rules and regulations.
The Governance Committee will consider director candidates recommended by stockholders. The Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Governance Committee at the following address:
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Non-EmployeeDirector Compensation
Director Compensation Table
The following table sets forth information regarding the compensation of our non-employeedirectors earned for service on our Board during the year ended
|
Fees Earned or Paid in Cash ( |
Option Awards ( |
Total ($) |
|||||||||
|
27,500 | 387,429 | 414,929 | |||||||||
|
18,333 | 423,655 | 441,988 | |||||||||
|
- | - | - | |||||||||
|
49,500 | 369,334 | 418,834 | |||||||||
|
- | - | - | |||||||||
|
4,583 | 405,560 | 410,143 | |||||||||
|
20,333 | 363,557 | 383,890 | |||||||||
|
- | - | - | |||||||||
|
20,681 | 405,559 | 426,240 |
(1) |
Consists of cash compensation paid to non-employeedirectors during 2024 including annual cash retainers, committee chair retainers, and committee member retainers. Certain directors elected to receive stock options in lieu of all or a portion of their 2024 annual board cash retainer, which had a grant date fair value, calculated based on the Black-Scholes option valuation methodology, equal to the compensation that they would have otherwise received in cash. |
(2) |
The amounts shown in the Option Awards column represent the grant date fair value of stock options granted to the non-employeedirector during 2024 under the 2024 Equity Incentive Plan. Amounts reported in this column have been determined in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718. The assumptions made in the valuation reflected in this columns are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-Kfor the fiscal year ended |
The following table provides information regarding the number of shares of common stock underlying options held by our non-employeedirectors that were outstanding as of
|
Shares Underlying Outstanding Options as of |
|||
|
32,114 | |||
|
35,197 | |||
|
- | |||
|
53,055 | |||
|
- | |||
|
33,657 | |||
|
32,164 | |||
|
- | |||
|
78,618 |
* |
|
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Non-EmployeeDirector Compensation Policy
Prior to our IPO, we did not have a formal compensation policy with respect to service on our Board. Our Board adopted a non-employeedirector compensation policy in
• |
an annual cash retainer of |
• |
an additional annual cash retainer of |
• |
an additional annual cash retainer of |
• |
an initial option grant to purchase 30,574 shares of our common stock on the date of each such non-employeedirector's appointment to our Board; and |
• |
an annual option grant to purchase 15,287 shares of our common stock on the date of each of our annual stockholder meetings. |
Under the non-employeedirector compensation policy, directors may elect to receive some or all of their eligible cash compensation in the form of stock options.
In connection with the IPO, we granted to each of our then-current non-employeedirectors an option to purchase 30,574 shares of our common stock under our 2024 Equity Incentive Plan at an exercise price per share equal to the IPO price of
Each of the option grants described above under the non-employeedirector compensation policy was granted under our 2024 Equity Incentive Plan. Each initial option grant, including the grants made in connection with the IPO, will vest and become exercisable in equal monthly installments over a three-year period, subject to the director's continuous service to us through each vesting date. Each annual option grant will vest and become exercisable subject to the director's continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. The term of each option will be ten years, subject to earlier termination as provided in the 2024 Equity Incentive Plan.
We have reimbursed and will continue to reimburse all of our non-employeedirectors for their reasonable out-of-pocketexpenses incurred in attending Board and committee meetings.
All stockholders and other interested parties are welcome to communicate with our non-managementdirectors through an established process for stockholder communication. For communication directed to our non-managementdirectors, please contact our Corporate Secretary in writing at the address listed below.
Attn: Corporate Secretary
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1. |
the name and address of the stockholder on whose behalf the communication is sent; and
|
2. |
the number and class of shares of the Company that are owned beneficially by such stockholder as of the date of the co
mmunic
ation. |
for the fiscal year ended
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Equity Award Grant Policies and Procedures
It is not the Compensation Committee's practice to time or otherwise coordinate the granting of any equity awards to our non-employeedirectors or named executive officers with any release of material nonpublic information. It is the practice of our Compensation Committee to review the Company's results and our named executive officers' performance following the end of a fiscal year, as well as the outstanding equity awards held by our named executive officers, and, based on those reviews, to grant stock options to our named executive officers. The grant date for those equity awards is generally consistent with the date on which our Compensation Committee meets during the first fiscal quarter of each year. Additionally, our Compensation Committee approves the granting of equity awards in connection with the commencement of employment of our named executive officers, and from time to time as determined appropriate by our Compensation Committee. In accordance with our non-employee director compensation policy, our eligible non-employeedirectors are granted stock options on the effective date of their appointment to the board, the date of each annual meeting of our stockholders, and on specifically designated dates for any director who elects to receive some or all of their eligible cash compensation in the form of stock options.
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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has selected
Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.
The affirmative vote of a majority of the votes cast on this matter, voting affirmatively or negatively (excluding abstentions and broker non-votes)will be required to ratify the selection of Deloitte.
Principal Accountant Fees and Services
The following table represents aggregate fees billed to us for the fiscal years ended
Fiscal Year Ended |
||||||||
Fee Category |
2024 | 2023 | ||||||
Audit fees(1) |
$ | 1,509,739 | $ | 779,233 | ||||
Audit-related fees(2) |
0 | 0 | ||||||
Tax fees(3) |
32,400 | 46,426 | ||||||
All other fees(4) |
1,895 | 0 | ||||||
Total fees |
$ | 1,544,034 | $ | 825,659 | ||||
(1) |
Audit fees consist of fees billed or expected to be billed for professional services provided in connection with the audit of our annual consolidated financial statements, the review of our quarterly condensed consolidated financial statements and audit services that are normally provided by the independent registered public accounting firm in connection with regulatory filings. For the fiscal years ended |
(2) |
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under "Audit Fees." |
(3) |
Tax fees consist of fees for tax compliance, tax advice and tax planning services, including fees for professional services related to an Internal Revenue Code Section 382 study. |
(4) |
All other fees consist of aggregate fees billed for products and services provided by our independent registered public accounting firm other than those disclosed above and consist of fees for accessing Deloitte's online accounting research tool. |
Our Audit Committee was formed upon the consummation of our IPO. As a result, the Audit Committee did not pre-approveall of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board. All services performed and fees incurred subsequent to our IPO were pre-approvedby our Audit Committee.
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Pre-ApprovalPolicies and Procedures
The Audit Committee has adopted a policy and procedures for the pre-approvalof audit and non-auditservices rendered by our independent registered public accounting firm, Deloitte. The policy generally pre-approvesspecified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approvalmay also be given as part of the Audit Committee's approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-casebasis before the independent auditor is engaged to provide each service. The pre-approvalof services may be delegated to one or more of the Audit Committee's members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee has determined that the rendering of services other than audit services by Deloitte is compatible with maintaining the principal accountant's independence.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
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EXECUTIVE OFFICERS
The following table sets forth information regarding our executive officers as of
|
Age |
Position(s) |
||
48 | President, Chief Executive Officer, and Chair of the Board | |||
36 | Chief Financial Officer and Chief Business Officer | |||
52 | Chief Operating Officer | |||
59 | Chief Medical Officer |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our capital stock as of
• |
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; |
• |
each of our directors; |
• |
each of our named executive officers; and |
• |
all of our current executive officers and directors as a group. |
We have determined beneficial ownership in accordance with the rules of the
The percentage ownership information shown in the table below is based on 27,072,129 shares of common stock outstanding as of
Except as otherwise noted below, the address for each person or entity listed in the table is c/o
Beneficial Ownership | ||||||||
Beneficial Owner |
Number of Shares Beneficially Owned |
Percentage of Shares Beneficially Owned |
||||||
Greater than 5% Holders |
||||||||
|
3,707,757 | 13.70 | % | |||||
Entities affiliated with |
2,359,931 | 8.72 | % | |||||
|
1,585,451 | 5.78 | % | |||||
|
1,445,734 | 5.34 | % | |||||
Directors and Named Executive Officers: |
||||||||
|
1,585,451 | 5.78 | % | |||||
|
320,661 | 1.17 | % | |||||
|
8,000 | * | ||||||
|
61,988 | * | ||||||
|
739,324 | 2.73 | % | |||||
|
24,604 | * | ||||||
|
19,370 | * | ||||||
|
13,480 | * | ||||||
|
89,589 | * | ||||||
All executive officers and directors as a group (10 persons) (13) |
3,135,636 | 11.13 | % |
* |
Represents beneficial ownership of less than one percent. |
24
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(1) |
This information has been obtained from a Schedule 13G filed on |
(2) |
This information has been obtained from a Schedule 13G/A filed on |
(3) |
Consists of (a) 1,205,465 shares of common stock held by |
(4) |
This information has been obtained from a Schedule 13G on |
(5) |
Consists of (a) 7,713 shares of common stock held by |
(6) |
Consists of 8,000 shares of common stock issuable upon the exercise of options held by |
(7) |
Consists of (a) 47,709 shares of common stock held by |
(8) |
Consists of (a) 715,653 shares of common stock held by |
25
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power with respect to the shares held by |
(9) |
Consists of 24,604 shares of common stock issuable upon the exercise of options held by |
(10) |
Consists of 19,370 shares of common stock issuable upon the exercise of options held by |
(11) |
Consists of 13,480 shares of common stock issuable upon the exercise of options held by |
(12) |
Consists of (a) 23,917 shares of common stock held by |
(13) |
Consists of (a) 2,040,308 shares of common stock, and (b) 1,095,328 shares of common stock issuable upon the exercise of options held by our executive officers and directors that are exercisable within 60 days of |
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EXECUTIVE COMPENSATION
Summary Compensation Table
Our named executive officers for the year ended
• |
|
• |
|
• |
|
The following table summarizes the total compensation of our named executive officers for their services performed in the years ended
|
Year | Salary ( |
Stock Awards ( |
Option Awards ( |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ( |
Total ($) |
|||||||||||||||||||||
President, Chief Executive Officer, and Chair of the Board |
2024
2023 |
603,050
392,552 |
516,500
- |
2,553,350
1,363,722 |
368,401
294,525 |
24,547
24,098 |
(4) |
4,065,848
2,074,897 |
||||||||||||||||||||
Chief Financial Officer and Chief Business Officer |
2024
2023 |
466,511
383,630 |
284,997
- |
1,030,500
1,146,736 |
203,300
230,265 |
10,656
10,230 |
1,995,964
1,770,861 |
|||||||||||||||||||||
Chief Operating Officer |
2024 | 283,205 | - | 1,876,263 | 201,160 | 82,000 | 2,442,628 |
(1) |
Upon the closing of our IPO in |
(2) |
The amounts shown in the Stock Awards and Option Awards columns represent the grant date fair value of stock options and restricted stock units determined in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718. These amounts do not reflect dollar amounts actually received by the named executive officer or the economic value that may be received by the named executive officer upon stock option exercise or any sale of the underlying shares of common stock. The assumptions made in the valuation reflected in these columns are set forth in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-Kfor the fiscal year ended |
(3) |
Amounts shown in the All Other Compensation column for 2024 are comprised of the following: |
Company matching contributions under 401(k) plan |
Premiums |
Other | Total | |||||||||||||
|
$ | 10,350 | $ | 8,676 | $ | 5,521 | (a) | $ | 24,547 | |||||||
|
$ | 10,350 | $ | 306 | $ | - | $ | 10,656 | ||||||||
|
$ | 8,225 | $ | 275 | $ | 73,500 | (b) | $ | 82,000 |
(a) |
Amount shown represents disability insurance premiums paid for the benefit of |
(b) |
Amounts shown represent consulting fees paid to |
(4) |
The amount shown reflects a correction to the previously reported amount to account for disability insurance premiums paid for the benefit of |
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Narrative to the Summary Compensation Table
Annual Base Salary
Our named executive officers receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive's skill set, experience, role, and responsibilities as well as competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed periodically and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience, as well as market practices of our peer group companies provided by the Compensation Committee's independent compensation consultant.
The 2024 base salaries for our named executive officers, set forth in the chart below, were initially set prior to the IPO. Effective immediately following the effectiveness of the IPO Registration Statement, the base salaries for our named executive officers were adjusted as follows:
|
2024 Base Salary (Pre-IPO) |
2024 Base Salary (Post-IPO) |
||||||
|
$ | 406,445 | $ | 626,000 | ||||
|
$ | 397,207 | $ | 475,000 | ||||
|
N/A | $ | 470,000 |
Annual Incentive Compensation
In addition to base salaries, each of our named executive officers is eligible to receive annual incentive compensation of up to a percentage of the executive's gross base salary based on individual performance, company performance, achievement of corporate goals, or as otherwise determined appropriate, as determined by our Compensation Committee. For the year ended
Equity-Based Incentive Awards
Our equity-based incentive awards granted to our named executive officers are designed to align the interests of our named executive officers with those of our stockholders. Vesting of equity awards is generally tied to each named executive officer's continuous service with us and serves as an additional retention measure. Our named executive officers generally are awarded an initial new hire grant upon commencement of employment and thereafter on an annual basis. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. Following the completion of our initial public offering, we grant all equity awards pursuant to our 2024 Equity Incentive Plan.
2024 Option Awards
In
In
28
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commencement of employment. This stock option has an exercise price of
2024 RSU Awards
In
Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information regarding equity awards granted to our named executive officers that remain outstanding as of
Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||
|
Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ( |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares of Units of Stock That Have Not Vested ( |
|||||||||||||||||||||
President, Chief Executive Officer, and Chair of the Board |
157,367
16,588 123,644 - |
-
18,032 123,646 223,000 |
(4) (5) (6) |
2.32
6.23 5.30 14.88 |
-
- - 34,711 |
(7) |
-
- - 146,828 |
|||||||||||||||||||||
Chief Financial Officer and Chief Business Officer |
91,329
22,481 25,291 16,212 101,165 - |
21,076
- 19,671 17,621 101,164 90,000 |
(8)
(9) (4) (5) (6) |
2.32
2.32 6.23 6.23 5.30 14.88 |
(10) |
-
- - - - 19,153 |
(7) |
-
- - - - 81,017 |
||||||||||||||||||||
Chief Operating Officer |
8,000
- |
-
188,000 |
(11) |
14.88
12.40 |
-
- |
-
- |
(1) |
All of the equity awards prior to our IPO were granted under the 2019 Plan and all of the equity awards following our IPO were granted under the 2024 Plan. |
(2) |
Prior to our IPO, all option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined by our Board. All option awards granted since our IPO in |
(3) |
Amounts are calculated by multiplying the number of shares shown in the table by |
(4) |
This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one year anniversary of the |
(5) |
This stock option vests as follows: 1/3 of the shares underlying the option vested upon completion of the IPO and 2/3 of the shares underlying the option will vest over a period of four years, with 25% of the shares |
29
Table of Contents
underlying the time-based portion vesting on the one year anniversary of the |
(6) |
This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one year anniversary of the |
(7) |
The shares underlying the restricted stock unit vest in two equal annual installments on |
(8) |
This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one year anniversary of the |
(9) |
This stock option vests over a period of four years, with 1/48 of the shares underlying the option vesting monthly beginning on the one-monthanniversary of the |
(10) |
This stock option was originally granted at an exercise price of |
(11) |
This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one year anniversary of the |
Employment Arrangements
We are party to employment offer letters with each of our named executive officers. The agreements generally provide for at-willemployment without any specific term and set forth the named executive officer's base salary, eligibility for employee benefits, and severance benefits upon a qualifying termination of employment or change in control of our company. Each of our named executive officers has executed our standard at-willemployment offer letter and our confidential information, inventions assignment, and arbitration agreement. The key terms of the employment offer letters with our named executive officers, including potential payments upon termination or change in control, are described below.
In
In
30
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corporate and individual objectives and milestones established by the Board.
In
Potential Payments Upon Termination or Change in Control
Regardless of the manner in which a named executive officer's service terminates, each of our named executive officers is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation.
Termination Without Cause
Pursuant to the terms of their Employment Offer Letters, if we terminate any of our named executive officer's employment without cause (as defined in the applicable Employment
Change in Control
If we terminate a named executive officer's employment without cause or he resigns for good reason (as defined in the applicable Employment
Other Compensation and Benefits
Each of our named executive officers is eligible to participate in our employee benefit plans, including our medical, dental, vision, life, and long term disability plans, in each case on the same basis as all of our other employees. We pay the premiums for the medical, dental, vision, and life insurance for all of our employees, including our named executive officers. We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances. In addition, we provide the opportunity to participate in a 401(k) plan to our employees, including each of our named executive officers, as discussed in the section below entitled "-401(k) Plan."
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401(k) Plan
Our named executive officers are eligible to participate in a defined contribution retirement plan that provides eligible
Compensation Recovery ("Clawback") Policy
As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be legally required to reimburse our company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, as amended. Additionally, we adopted an incentive compensation clawback policy at the time of our IPO that complies with the new
Limitation of Liability and Indemnification
Our amended and restated certificate of incorporation limits the liability of our current and former directors and officers for monetary damages to the fullest extent permitted by
• |
any breach of the director's or officer's duty of loyalty to the corporation or its stockholders; |
• |
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• |
as a director, unlawful payments of dividends or unlawful stock repurchases or redemptions; |
• |
as an officer, derivative claims brought on behalf of the corporation by a stockholder; or |
• |
any transaction from which the director or officer derived an improper personal benefit. |
This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.
Our amended and restated certificate of incorporation authorizes us to indemnify our directors, officers, employees, and other agents to the fullest extent permitted by
32
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We believe that these amended and restated certificate of incorporation and amended and restated bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors' and officers' liability insurance.
The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder's investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the
At present, there is no pending litigation or proceeding involving any of our directors, executive officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.
Rule 10b5-1Sales Plans
Our directors and executive officers may adopt written plans, known as Rule 10b5-1plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1plan in some circumstances and may terminate a Rule 10b5-1plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy and any applicable 10b5-1guidelines.
Emerging Growth Company Status
We became a public company in
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table shows certain information with respect to all of our equity compensation plans in effect as of
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) |
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||
Equity compensation plans approved by stockholders |
5,161,852 | (1) | $ | 7.50 | (2) | 250,198 | (3) | |||||
Equity compensation plans not approved by stockholders |
- | - | - | |||||||||
Total |
5,161,852 | $ | 7.50 | 250,198 |
(1) |
Consists of 3,162,050 shares underlying stock options granted pursuant to our 2019 Plan. Consists of 1,945,938 stock options and 53,864 restricted stock units granted pursuant to our 2024 Plan. |
(2) |
The calculation of weighted average exercise price includes only outstanding stock options and excludes restricted stock units which have no exercise price. |
(3) |
Consists of 198 shares available under our 2024 Plan as of |
The maximum number of shares of our common stock that may be issued under our 2024 Plan was initially 2,000,000. The number of shares of our common stock reserved for issuance under our 2024 Plan automatically increases on
The maximum number of shares of our common stock that may be issued under our 2024 Employee Stock Purchase Plan was initially 250,000. The number of shares of our common stock reserved for issuance under our 2024 Employee Stock Purchase Plan automatically increases on
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TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION
Policies and Procedures for Transactions with Related Persons
We have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration, and approval or ratification of "related-person transactions." For purposes of our policy only, a "related-person transaction" is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any "related person" are, were or will be participants involving an amount that exceeds
Under the policy, where a transaction has been identified as a related-person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the proposed related person transaction to our Audit Committee (or, where review by our Audit Committee would be inappropriate, to another independent body of the Board) for review, consideration, and approval or ratification. The presentation must include a description of, among other things, all of the parties thereto, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction, and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we collect information that we deem reasonably necessary from each director, executive officer, and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our Code of Conduct, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
In considering related person transactions, our Audit Committee, or other independent body of the Board, will take into account the relevant available facts and circumstances including:
• |
the risks, costs, and benefits to us; |
• |
the impact on a director's independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
• |
the terms of the transaction; |
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the availability of other sources for comparable services or products; and |
• |
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. |
The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion.
All of the transactions described below prior to the IPO were entered into prior to the adoption of this policy. Although we did not previously have a written policy for the review and approval of transactions with related persons, our board of directors has historically reviewed and approved any transaction where a director or officer had a financial interest, including the transactions described above. Prior to approving such a transaction, the material facts as to a director's or officer's relationship or interest in the agreement or transaction were disclosed
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to our Board of Directors. Our board of directors took this information into account when evaluating the transaction and in determining whether such transaction was fair to us and in the best interest of all our stockholders.
Certain Related Person Transactions and Indemnification
Other than compensation arrangements for our directors and executive officers, which are described above, below we describe transactions since
• |
the amount involved in the transaction exceeded or will exceed the lesser of (i) |
• |
any of our then directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of these individuals or entities, which we collectively refer to as our related parties, had or will have a direct or indirect material interest. |
Convertible Preferred Stock Financings
Series B Convertible Preferred Stock Financing
In
The table below sets forth the number of shares of our Series B convertible preferred stock purchased by related parties.
|
Shares of Series B Convertible Preferred Stock (#) |
Total Purchase Price ($) |
||||||
|
4,166,667 | 25,000,002 | ||||||
|
1,250,000 | 7,500,000 | ||||||
|
833,333 | 4,999,998 | ||||||
Entities affiliated with |
833,332 | 4,999,992 | ||||||
|
83,333 | 499,998 | ||||||
|
25,000 | 150,000 | ||||||
|
16,666 | 99,996 |
(1) |
|
(2) |
|
(3) |
|
(4) |
Entities affiliated with |
(5) |
The spouse of |
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Series C Convertible Preferred Stock Financing
In
The table below sets forth the number of shares of our Series C convertible preferred stock purchased by our related parties.
|
Shares of Series C Convertible Preferred Stock (#) |
Total Purchase Price ($) |
||||||
|
2,546,067 | 11,999,996 | ||||||
Entities affiliated with |
1,319,711 | 6,219,996 | ||||||
Entities affiliated with |
1,342,778 | 6,328,714 | ||||||
|
187,944 | 885,808 | ||||||
|
18,794 | 88,579 |
(1) |
|
(2) |
|
(3) |
|
(4) |
|
Initial Public Offering - Directed Share Program
In
|
Shares of Common Stock (#) |
Total Purchase Price ($) |
||||||
Entities affiliated with |
1,025,000 | 16,400,000 | ||||||
|
600,000 | 9,600,000 | ||||||
Entities affiliated with |
56,250 | 900,000 | ||||||
|
17,000 | 272,000 | ||||||
|
17,000 | 272,000 | ||||||
|
3,125 | 50,000 | ||||||
|
1,563 | 25,008 | ||||||
|
1,563 | 25,008 | ||||||
|
938 | 15,008 | ||||||
|
625 | 10,000 | ||||||
Total |
1,723,064 | 27,569,024 | ||||||
(1) |
Following the closing of the IPO, entities affiliated with |
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(2) |
|
(3) |
|
(4) |
The spouse of |
(5) |
The brother-in-lawof |
(6) |
Prior to the closing of the IPO, |
(7) |
|
(8) |
|
Investor Agreements
In connection with our convertible preferred stock financings, we entered into investors' rights, right of first refusal, and co-saleand voting agreements, which contain, among other things, registration rights, information rights, voting rights, and rights of first refusal, with certain holders of our capital stock, including entities affiliated with
Equity Grants
We have granted stock options and restricted stock awards to our executive officers and certain members of our Board. For more information regarding the options granted to our executive officers and directors, see the sections titled "Non-EmployeeDirector Compensation" and "Executive Compensation."
Indemnification Agreements
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors and officers, and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under
In addition, we have entered into indemnification agreements with each of our directors and executive officers. For more information regarding these agreements, see the section titled "Executive Compensation-Limitation of Liability and Indemnification ."
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HOUSEHOLDING OF PROXY MATERIALS
The
This year, a number of brokers with account holders who are
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OTHER MATTERS
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors |
/s/ |
General Counsel and Chief Administrative Officer Corporate Secretary |
A copy of our 2024 Annual Report on Form 10-Kis available without charge upon written request to:
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SCAN TO VIEW MATERIALS & VOTE w
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Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting: The 2024 Annual Report on Form 10-K,Notice, and Proxy Statement are available at www.proxyvote.com. V65339-P22265
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