Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14AINFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
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Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to ยง 240.14a-12
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N/A
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Payment of Filing Fee (Check the appropriate box):
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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) and 0-11
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To Be Held On May 14, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Vera Therapeutics, Inc. , a Delaware corporation (the "Company"). The Annual Meeting will be held on Wednesday, May 14, 2025 , at 8:00 a.m. (Pacific Time) . The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/VERA2025. You will not be able to attend the meeting in person. The Annual Meeting is being held for the following purposes:
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To elect the three Class I directors named herein to hold office until the Company's 2028 annual meeting of stockholders.
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To ratify the selection by the Audit Committee of the Board of Directors of
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To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this Proxy Statement.
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To indicate, on an advisory basis, the preferred frequency of stockholder advisory on the compensation of the Company's named executive officers.
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To conduct any other business properly brought before the Annual Meeting.
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These items of business are more fully described in the Proxy Statement referenced in this Notice.
You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/VERA2025 and entering the 16-digit Control Number included in your Notice of Internet Availability, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement. You may log-in beginning at 7:45 a.m. (Pacific Time) on Wednesday, May 14 , 2025.The record date for the Annual Meeting is March 17, 2025 . Only holders of record of our Class A common stock at the close of business on that date and their proxyholders may vote at the Annual Meeting or any adjournment thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on
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The Proxy Statement and Annual Report to stockholders
are available at www.proxyvote.com.
By Order of the Board of Directors
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President and Chief Executive Officer
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Whether or not you expect to attend the meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Please note, however, that if your shares of Class A common stock are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you may be required to obtain a proxy issued in your name from that record holder.
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TABLE OF CONTENTS
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i
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 2025
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the "Notice") because the Board of Directors (the "Board") of Vera Therapeutics, Inc. (sometimes referred to as "we," "us," "our," or the "Company") is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders (the "Annual Meeting"), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
We intend to mail the Notice and make this proxy statement and the form of proxy available on or about April 3, 2025 to all stockholders of record entitled to vote at the Annual Meeting.
Will I receive any other proxy materials by mail?
We may send you a proxy card, along with a second Notice, on or after April 12, 2025 .
How do I attend the Annual Meeting?
The Annual Meeting will be held through a live webcast at www.virtualshareholdermeeting.com/VERA2025. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions, at www.virtualshareholdermeeting.com/VERA2025.
You are entitled to attend the Annual Meeting if you were a holder of Class A common stock as of the close of business on March 17, 2025 (the "Record Date") or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/VERA2025 and enter the 16-digit Control Number found next to the label "Control Number" on your Notice of Internet Availability, proxy card or voting instruction form, or in the email sending you the Proxy Statement. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number/ proxy to vote.
Whether or not you participate in the Annual Meeting, it is important that you vote your shares of Class A common stock.
We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the meeting on May 14, 2025 .
What if I cannot find my Control Number?
Please note that if you do not have your Control Number and you are a registered stockholder, you will be able to login as a guest. To view the meeting webcast, visit www.virtualshareholdermeeting.com/VERA2025 and register as a guest. If you login as a guest, you will not be able to vote your shares or ask questions during the Annual Meeting.
If you are a beneficial owner (that is, you hold your shares of Class A common stock in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.
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Will a list of record stockholders as of the Record Date be available?
For the ten days prior to the Annual Meeting, a list of our record stockholders will be available for examination by appointment by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To schedule an appointment to access the list of record stockholders beginning May 4, 2025 and until the Annual Meeting, stockholders should email ir@veratx.com.
Who can vote at the Annual Meeting?
Only holders of Class A common stock of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On this Record Date, there were 63,771,720 shares of Class A common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on the Record Date your shares of Class A common stock were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC , then you are a stockholder of record. We urge you to fill out and retuthe proxy card that you may request or that we may elect to deliver at a later time or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on the Record Date your shares of Class A common stock were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares of Class A common stock held in "street name" and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares of Class A common stock in your account.
What am I voting on?
There are four matters scheduled for a vote:
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Proposal 1: To elect the three Class I directors named herein to hold office until the Company's 2028 annual meeting of stockholders.
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Proposal 2: To ratify the selection by the Audit Committee of the Board (the "Audit Committee") of
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Proposal 3: To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this Proxy Statement.
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Proposal 4: To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers.
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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 Annual 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 do I vote?
You may either vote "For" or "Withhold" your vote for each nominee to the Board. For the advisory indication of the preferred frequency of stockholder advisory votes on the compensation of our named executive officers, you may vote for "One Year", "Two Years" or "Three Years" or you may abstain from voting. For each of the other matters to be voted on, you may vote "For" or "Against" or abstain from voting.
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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 using the following mechanisms:
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To voteduringthe Annual Meeting, if you are a Class A common stockholder of record as of the Record Date, follow the instructions at www.virtualshareholdermeeting.com/VERA2025. You will need to enter the 16-digit Control Number found on your Notice of Internet Availability, or notice you receive or in the email sending you the Proxy Statement.
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To votepriorto the Annual Meeting (until
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To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and retuit promptly in the envelope provided. If you retuyour signed proxy card to us before the Annual Meeting, we will vote your shares of Class A common stock as you direct.
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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and Control Number from the Notice. Your telephone vote must be received by
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To vote through the internet prior to the meeting, go to www.proxyvote.comto complete an electronic proxy card. You will be asked to provide the company number and Control Number from the Notice. Your internet vote must be received by
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Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares of Class A common stock registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. To vote prior to the meeting, simply follow the voting instructions in the Notice to ensure that your vote is counted. You may access and vote at the meetingby logging in with your Control Number on your voting instruction form at www.virtualshareholdermeeting.com/VERA2025. However, because you are not the stockholder of record, you may not vote your shares of Class A common stock at the meeting unless you request and obtain a valid proxy from your broker, bank or other agent.
Internet proxy voting may be provided to allow you to vote your shares of Class A common stock 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.
How many votes do I have?
On each matter to be voted upon, you are entitled to one vote for each share of Class A common stock you own as of the Record Date.
If I am a Class 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 Class A stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares of Class A common stock will not be voted.
If you retua signed and dated proxy card or otherwise vote without marking voting selections, your shares of Class A common stock will be voted, as applicable, "For" the election of each of the three nominees for director, "For" the ratification of the selection by the Audit Committee of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 , "For" the advisory vote on the compensation of the Company's named executive officers, and for, "One Year" as the preferred frequency of
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advisory votes to approve the compensation of the Company's named executive officers. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares of Class A common stock using his or her best judgment.
If I am a beneficial owner of shares of Class A common stock 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 of Class A common stock 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 of Class A common stock in its discretion. In this regard, under the rules of the New York Stock Exchange ("NYSE"), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your "uninstructed" shares of Class A common stock with respect to matters considered to be "routine" under NYSE rules, but not with respect to "non-routine" matters. In this regard, Proposal 1, Proposal 3 and Proposal 4 are considered to be "non-routine" under NYSE rules, meaning that your broker may not vote your shares of Class A common stock on those proposals in the absence of your voting instructions. However, Proposal 2 is considered to be a "routine" matter under NYSE rules, meaning that if you do not retuvoting instructions to your broker by its deadline, your shares of Class A common stock may be voted by your broker in its discretion on Proposal 2.
If you are a beneficial owner of shares held in street name, in order to ensure your shares of Class A common stock 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.
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 of Class A common stock may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares of Class A common stock 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 Annual Meeting. If you are the record holder of your shares of Class A common stock, you may revoke your proxy in any one of the following ways:
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You may submit another properly completed proxy card 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
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You may attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares of Class A common stock are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
When are stockholder proposals and director nominations due for next year's annual meeting?
To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing by December 4, 2025 to 2000 Sierra Point Parkway , Suite 1200, Brisbane, California 94005, in addition to complying with certain rules and regulations promulgated by the SEC . If you wish to submit a proposal at the meeting that is
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not to be included in next year's proxy materials or a director nomination, you must do so between January 14, 2026 and February 13, 2026 . In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You are also advised to review the Company's amended and restated bylaws, which contain additional requirements relating to advance notice of stockholder proposals and director nominations. The timely submission of a proposal (including a director nomination) does not guarantee its inclusion in the Company's proxy materials.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, votes "For," "Withhold" and broker non-votes; for the proposal to ratify the Audit Committee's selection of KPMG LLP as our independent public accounting firm for the fiscal year ending December 31, 2025 , votes "For" and "Against," abstentions and, if applicable, broker non-votes; for the proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, votes "For" and "Against," abstentions and, if applicable, broker non-votes; and for the proposal to indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers, votes of every "One Year", "Two Years" and "Three Years", abstentions and, if applicable, broker non-votes. Abstentions will have no effect on Proposal 2, Proposal 3 and Proposal 4. Broker non-votes and abstentions will be counted towards the presence of a quorum but will not be counted towards the vote total for any proposal.
What are "broker non-votes"?
As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be "non-routine" under NYSE rules, the broker, bank or other such agent cannot vote the shares. These un -voted shares are counted as "broker non-votes." Proposal 1, Proposal 3, and Proposal 4 are considered to be "non-routine" under NYSE rules and we therefore expect broker non-votes to exist in connection with those proposals.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares of Class A common stock 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 three nominees receiving the most "For" votes from the holders of shares of Class A common stock present virtually or represented by proxy and entitled to vote generally on the election of directors will be elected. Only votes "For" will affect the outcome. "Withhold" votes and broker non-votes will have no effect.
For Proposal 2, ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2025 , must receive "For" votes from the holders of a majority of voting power of the shares of Class A common stock present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter. This proposal is considered to be a "routine" matter under NYSE rules. Accordingly, if you hold your shares of Class A common stock in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on this proposal. Abstentions will have no effect.
For Proposal 3, approval, on an advisory basis, of the compensation of the Company's named executive officers, must receive "For" votes from the holders of a majority of voting power of the shares of Class A common stock present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter. Abstentions and broker non-votes will have no effect.
For Proposal 4, to indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers, the proposed voting frequency that receives affirmative votes from the holders of a majority of voting power of the shares of Class A common stock present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the
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matter. If none of the proposed voting frequencies receives affirmative votes from the holders of a majority of the voting power of the shares of Class A common stock present virtually or represented by proxy and voting on the matter, the Company will consider the frequency receiving the highest number of affirmative votes to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. The presence, in person, by remote communication, if applicable, or by proxy, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. On the Record Date, there were 63,771,720 shares of Class A common stock outstanding and entitled to vote.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chair of the Annual Meeting or the holders of a majority of voting power of the shares of Class A common stock represented thereat and entitled to vote thereon may adjouthe meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results are expected to be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
"Smaller Reporting Company " Scaled Disclosure
We qualified as a "smaller reporting company" for our fiscal year ended December 31, 2024 , and as a result we are permitted to rely, and have relied, on exemptions from certain disclosure and other requirements that are applicable to other public companies, including exemptions that provide for reduced disclosure obligations regarding executive compensation for this proxy statement. These scaled disclosures will no longer be applicable or available to us beginning with our quarterly report on Form 10-Q for the three-month period ending March 31, 2025 .
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PROPOSAL 1
ELECTION OF DIRECTORS
The Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at this Annual Meeting, each Class II director has a term that expires at the Company's 2026 annual meeting of stockholders and each Class III director has a term that expires at the Company's 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal.
The Board currently has nine members. The current directors are Marshall Fordyce , M.D., Michael Morrissey , Ph.D., Andrew Cheng , M.D., Ph.D., Patrick Enright , Kimball Hall , Maha Katabi , Ph.D., Scott Morrison , Christy Oliger and Beth Seidenberg , M.D.
There are three directors in the class whose term of office expires in 2025: Marshall Fordyce , M.D., Beth Seidenberg , M.D., and Kimball Hall . Each is currently a director of the Company and has previously been elected by the stockholders. If elected at the Annual Meeting, each of these nominees would serve until the Company's 2028 annual meeting of stockholders and until the director's successor has been duly elected and qualified, or, if sooner, until the director's death, resignation or removal. It is the Company's policy to invite directors and nominees for director to attend the Annual Meeting.
Directors are elected at the Annual Meeting by a plurality of the votes of the holders of shares of Class A common stock present virtually or represented by proxy and entitled to vote generally on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Each person nominated for election has agreed to serve if elected. The Company's management has no reason to believe that any nominee will be unable to serve.
Nominees for Election for a Three-year Term Expiring at the Company's 2028 Annual Meeting of Stockholders
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Kimball Hall, 59, has served on our Board since December 2021 . Ms. Hall has served as President and Chief Executive Officer of Innocoll Holdings Ltd. , a pharmaceutical company, since January 2023 . From December 2020 to January 2023 , Ms. Hall served as President and Chief Operating Officer of Abzena Holdings (US), LLC , a privately owned Contract Development and Manufacturing Organization . She also served as a member of Abzena's board of directors and first joined as Chief Operating Officer in October 2019 . Since January 2016 , prior to joining Abzena, Ms. Hall held several executive positions at Genentech, Inc. ("Genentech"), a member of the Roche family. She served as a member of the Genentech Executive Committee and was Senior Vice President, Global Head of Drug Substance Manufacturing. Prior to joining Genentech , Ms. Hall spent 16 years at Amgen , a biotechnology company. Ms. Hall received a B.S. in microbiology from the University of Washington . Our Board and Nominating Committee believes that Ms. Hall is qualified to serve on our Board given her extensive experience as an executive in the pharmaceutical and biotechnology sectors.
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Directors Continuing in Office Until the Company's 2026 Annual Meeting of Stockholders
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Pharmacology and a B.Sc . in Biology at McGill University and her CFA charter in 2011. Our Board and Nominating Committee believes that Dr. Katabi is qualified to serve on our Board due to her experience serving on the boards of directors of life sciences companies and as a biopharmaceutical and biotechnology public and private company investor.
Directors Continuing in Office Until the Company's 2027 Annual Meeting of Stockholders
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(Nasdaq: CRVS), a biopharmaceutical company, since December 2015 , IDEAYA Biosciences, Inc. (Nasdaq: IDYA), a biotechnology company, since July 2018 , Audentes Therapeutics, Inc. , a biotechnology company, from December 2015 through its sale to Astellas Pharma Inc. on January 15, 2021 , Global Blood Therapeutics, Inc. , a biopharmaceutical company, from December 2015 through its sale to Pfizer on October 4, 2022 , Zai Lab Limited (Nasdaq: ZLAB), a biotechnology company, since October 2021 , Tarsus Pharmaceuticals, Inc. (Nasdaq: TARS), a biotechnology company, since October 2022 and Escape Bio, Inc. , a biotechnology company, from July 2020 to November 2022 . Mr. Morrison has also held roles on the boards of directors of numerous other life sciences industry organizations. Mr. Morrison has previously served on the boards of directors of the Life Sciences Foundation , the California Life Sciences Association , the Biotech Institute and the Emerging Companies Section of the Biotechnology Innovation Organization . He holds a B.S. in Business Administration from the University of California, Berkeley and is a certified public accountant (inactive). Our Board and Nominating Committee believes that Mr. Morrison's 40 years of experience serving life sciences companies and in public accounting as well as many years of governance experience qualifies him to serve on our Board.
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Independence of the Board of Directors
As required under the Nasdaq Stock Market ("Nasdaq") listing rules, a majority of the members of a listed company's board of directors must qualify as "independent," as affirmatively determined by the board of directors. The Board consults with the Company's counsel to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in the Nasdaq listing rules, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following eight directors are independent directors within the meaning of the applicable Nasdaq listing rules: Drs. Cheng, Seidenberg, Morrissey and Katabi, Messrs. Enright and Morrison and Mses. Hall and Oliger. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.
Board Leadership Structure
The Board is currently chaired by Dr. Morrissey . The Board Chair has authority, among other things, to call and preside over Board meetings, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company has a separate Chair for each committee of the Board. The Chair of each committee reports periodically to the Board on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters.
Role of the Board in Risk Oversight
One of the Board's key functions is informed oversight of the Company's 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 various Board standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. The Audit Committee has the responsibility to consider and discuss 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 and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Audit Committee's responsibilities also include oversight of the Company's cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. The Nominating Committee monitors the effectiveness of our corporate governance guidelines. The Compensation Committee of the Board (the "Compensation Committee") assesses and monitors our practices and policies of employee compensation as they relate to risk management and risk-taking incentives.
Meetings of the Board of Directors
The Board met five times during 2024. Each Board member attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of 2024 for which they were directors or committee members, respectively.
As required under applicable Nasdaq listing rules, in 2024, the Company's independent directors met five times in regularly scheduled executive sessions at which only independent directors were present.
Under our Corporate Governance Guidelines, directors are encouraged, but not required, to attend the Company's annual stockholders meetings. Five of the eight then-serving directors attended the 2024 Annual Meeting.
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Information Regarding Committees of the Board of Directors
The Board has three standing committees: the Audit Committee, Compensation Committee, and Nominating Committee. The table below provides membership and meeting information for the fiscal year ended December 31, 2024 for each of the Board committees. Dr Fordyce does not serve on any of the standing committees.
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Audit
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Compensation
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Nominating and
Corporate
Governance
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X
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X
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X
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X
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X*
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Total meetings in 2024
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3
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4
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1
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*
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Committee Chair
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(1)
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(2)
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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. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding "independence" and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.
Below is a description of each committee of the Board.
Audit Committee
The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act, to oversee the Company's corporate accounting and financial reporting processes and audits of its financial statements. The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to our corporate accounting and financial reporting processes, systems of internal control and financial-statement audits, and to oversee our independent registered accounting firm. Specific responsibilities of the Audit Committee include:
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helping the Board 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-end operating results;
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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
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monitoring and assessing, and overseeing the reporting of, any material cybersecurity breaches and associated risks;
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reviewing related person transactions;
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obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our 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-audit services to be performed by the independent registered public accounting firm.
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The Audit Committee is composed of three directors: Mr. Morrison , Dr. Morrissey , and Dr. Seidenberg . The Audit Committee met four times during 2024. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company's website at https://ir.veratx.com/corporate-governance/governance-highlights. The information on the Company's website is not incorporated by reference into this Proxy Statement or the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 , filed with the SEC on February 27, 2025 (the "Annual Report").
The Board reviews the Nasdaq listing rules definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing rules).
The Board has also determined that Mr. Morrison qualifies as an "audit committee financial expert," as defined in applicable SEC rules. In making this determination, the Board made a qualitative assessment of Mr. Morrison's level of knowledge and experience based on a number of factors, including his formal education and experience as a partner for Ernst & Young LLP , a public accounting firm.
Audit Committee Commitments
Our Board pays careful attention to the committee commitments of our directors. We understand that proxy advisory firms set guidelines as to the number of public company audit committees on which a director should simultaneously serve. However, we also recognize the importance of evaluating a director's audit committee commitments on an individual, case-by-case basis to ensure (1) that such director has sufficient time to meaningfully serve on our Audit Committee and (2) that our Audit Committee is composed of independent, qualified directors with the requisite financial acumen.
Currently, our director Mr. Morrison sits on five public company audit committees (including our Audit Committee). The Board believes that Mr. Morrison's experience, expertise, independence, and institutional knowledge, especially with respect to the Company's auditing processes and its financial history, planning, and strategy, make him a valuable member of our Audit Committee. Furthermore, the Board believes that Mr. Morrison has demonstrated his commitment and dedication to serving on our Audit Committee, as he has proven to be a highly-engaged committee chair, with an outstanding attendance record to our board and audit committee meetings. Accordingly, the Board believes that Mr. Morrison's service on four other public companies' audit committee does not, and will not, negatively impact his service on our Audit Committee.
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Report of the Audit Committee of the Board*
The Audit Committee consists solely of independent directors, as required by and in compliance with SEC rules and regulations and the Nasdaq listing standards. The Audit Committee operates pursuant to a written charter adopted by the Board.
The Audit Committee is responsible for assisting the Board in its oversight responsibilities related to accounting policies, internal controls, financial reporting, and legal and regulatory compliance. Management of the Company has the primary responsibility for the Company's financial reporting processes, proper application of accounting principles, and internal controls as well as the preparation of its financial statements. The Company's independent registered public accounting firm is responsible for performing an audit of the Company's financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States ("U.S. GAAP").
The Audit Committee has reviewed and discussed the Company's audited financial statements as of and for the year ended December 31, 2024 with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC . In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.
Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company's audited financial statements be included in the Annual Report.
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The material in this report is not "soliciting material," is not deemed "filed" with the
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Compensation Committee
The Compensation Committee is composed of three directors: Mr. Enright , Dr. Cheng and Ms. Hall . All members of the Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing rules). The Compensation Committee met four times during 2024. The Board has adopted a written Compensation Committee charter that is available to stockholders on the Company's website at https://ir.veratx.com/corporate-governance/governance-highlights. The information on the Company's website is not incorporated by reference into this Proxy Statement or the Annual Report.
The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of the Compensation Committee include:
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reviewing and approving the compensation of our Chief Executive Officer, other executive officers and senior management, and overseeing the development and performance of our officers;
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reviewing and recommending to our Board the compensation paid to our non-employee directors for their service on the Board and its committees;
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administering our equity incentive plans and other benefit programs;
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reviewing, adopting, amending and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans and any other compensatory arrangements for our executive officers and other senior management;
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reviewing matters related to human capital management, including our policies and strategies regarding recruiting, retention, career development and progression, diversity and inclusion and other employment practices;
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reviewing annually the independence of any compensation consultant, outside legal counsel or any such other advisor engaged by the Compensation Committee;
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reviewing, evaluating and recommending to our Board succession plans for our executive officers; and
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reviewing and establishing general policies relating to compensation and benefits of our employees.
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Compensation Committee Processes and Procedures
Typically, the Compensation Committee meets at least quarterly and with greater frequency if necessary. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Our 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 books, records, facilities, and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from legal, accounting, or other outside advisors (including compensation consultants) 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.
During 2024, after taking into consideration the six factors prescribed by the SEC and Nasdaq that bear upon an adviser's independence, the Compensation Committee renewed its engagement with Alpine Rewards ("Alpine") as compensation consultant. companies and to perform analyses of competitive performance and compensation levels for purposes of developing recommendations that were presented to the Compensation Committee for its consideration, as further discussed below in "Executive Compensation-Executive Compensation Practices-Competitive Market Review."
Typically, the Compensation Committee makes most of the significant adjustments to annual compensation, determines bonus and equity awards and establishes 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
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efficacy of the Company's compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee's process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than our Chief Executive Officer, the Compensation Committee takes into account the results of any recent Compensation Committee review of officer performance, and evaluates their individual performance, taking into account the recommendations and evaluation of the Chief Executive Officer to the extent the Compensation Committee deems appropriate.
In the case of our 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. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee's compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.
Nominating and Corporate Governance Committee
The Nominating Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company, reviewing and evaluating incumbent directors, recommending to the Board for selecting candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of the Board, and reviewing and making recommendations regarding corporate governance matters. Specific responsibilities of our Nominating Committee include:
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identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;
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considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;
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overseeing succession planning for the Board and key leadership roles on the Board and its committees;
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periodically reviewing and making recommendations to our Board's regarding the leadership structure of the Board;
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instituting plans or programs for the continuing education of our Board and orientation of new directors;
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reviewing and making recommendations to our Board regarding environmental, social responsibility and sustainability matters;
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evaluating developments in corporate governance and shareholder engagement and reviewing the Company's governance documents, disclosures and other actions related thereto;
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reviewing and making recommendations to our Board regarding corporate governance guidelines and matters; and
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overseeing periodic evaluations of Board performance, including committees of the Board and management.
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The Nominating Committee is composed of three directors: Dr. Katabi , Dr. Morrissey , and Ms. Oliger . Dr. Cheng also served on the Nominating Committee until July 2024 . All members of the Nominating Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing rules). The Nominating Committee met one time during 2024. The Board has adopted a written Nominating Committee charter that is available to stockholders on the Company's website at https://ir.veratx.com/corporate-governance/governance-highlights. The information on the Company's website is not incorporated by reference into this Proxy Statement or the Annual Report.
The Nominating Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating Committee also intends to consider such factors as possessing
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relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company's stockholders. However, the Nominating Committee retains the right to modify these qualifications from time to time.
Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating Committee typically considers diversity (including gender, racial and ethnic diversity), age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.
The Nominating Committee appreciates the value of thoughtful Board refreshment, and seeks to identify and consider qualities, skills and other director attributes that would enhance the composition of the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominating Committee reviews these directors' overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors' independence. The Committee also takes into account the results of the Board's self-evaluation, conducted annually on a group and individual basis. In the case of new director candidates, the Nominating Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing rules, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating Committee meets to discuss and consider the candidates' qualifications and then selects a nominee for recommendation to the Board by majority vote.
The Nominating Committee will consider director candidates recommended by stockholders. The Nominating 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 Nominating Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating Committee no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting at 2000 Sierra Point Parkway , Suite 1200, Brisbane, California 94005, Attention: Corporate Secretary. Submissions must include, among other things, (i) the name, age, business address and residence address of such nominee; (ii) the principal occupation or employment of such nominee; (iii) the class and series and number of shares of each class and series of capital stock of the Company that are owned of record and beneficially by such nominee; (iv) the date or dates on which such shares were acquired and the investment intent of such acquisition; and (v) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved and whether or not proxies are being or will be solicited), or that is otherwise required to be disclosed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
The Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to 2000 Sierra Point Parkway , Suite 1200, Brisbane, California 94005 Attention: Secretary. All communications will be compiled by the Secretary of the Company and submitted to the Board or the individual directors on a periodic basis.
These communications will be reviewed by the Secretary of the Company, who will determine whether the communication should be presented to the Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications). The screening procedures have been approved by a majority of the independent directors.
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Code of Business Conduct and Ethics
We maintain a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our website at https://ir.veratx.com/corporate-governance/governance-highlights. The information on our website is not incorporated by reference into this Proxy Statement or the Annual Report. We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics.
Insider Trading Policy
We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. Pursuant to our insider trading policy, it is the Company's policy to comply with applicable laws and regulations relating to insider trading when engaging in transactions in the Company's securities. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2024 .
Prohibition on Speculative Trading
Under the terms of our insider trading policy, none of our officers, directors, other employees or consultants may engage in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our capital stock at any time. In addition, none of our officers, directors, other employees or consultants may margin, or make any offer to margin, or otherwise pledge as security, any of our capital stock, including without limitation, borrowing against such stock, at any time.
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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that the Board submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG LLP has audited the Company's financial statements since 2018. Representatives of KPMG LLP are expected to be present virtually at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither the Company's amended and restated bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee 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 the best interests of the Company and its stockholders.
The affirmative vote of the holders of the majority of voting power of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) on the matter at the Annual Meeting will be required to ratify the selection of KPMG LLP .
Principal Accountant Fees and Services
The following table represents aggregate fees billed by KPMG LLP for the fiscal years ended December 31, 2024 and 2023.
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Audit Fees
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Total Fees
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Audit Fees. Consist of fees billed for professional services by KPMG LLP for audit and quarterly review of our financial statements and review of our registration statements on Form S-1, Form S-3 and Form S-8 and related services that are normally provided in connection with statutory and regulatory filings or engagements, including comfort letters.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company's independent registered public accounting firm, KPMG LLP . The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may 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-case basis before the independent auditor is engaged to provide each service. The pre-approval of 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 BOARD RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
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PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC , our stockholders are being asked to approve, in an advisory, non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.
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 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 consistent with current market practices. We aim to provide executive officers with a reasonable level of security through base salary and benefits, while rewarding them through cash and equity-based incentive compensation to achieve business objectives and create stockholder value. We believe that each of our compensation components is integral to attracting, retaining, and rewarding qualified named executive officers.
This advisory resolution, commonly referred to as a "say-on-pay" resolution, is non-binding. Although this resolution is non-binding, the Board and the Compensation Committee value the opinions of our stockholders and will review and consider the voting results when making future compensation decisions for our named executive officers. If stockholders approve the "One Year" option as the frequency of future say-on-pay votes under the Say-on-Frequency Proposal, we expect that we will conduct our next say-on-pay vote at the 2026 annual meeting of stockholders.
The text of the resolution in respect of this proposal is as follows:
"RESOLVED, that the compensation paid to the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved."
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 3.
20
PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF SOLICITATION OF ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC , our Stockholders are also entitled to vote, on an advisory basis, on whether the "say-on-pay" vote, as required by Section 14A of the Exchange Act, should occur every one, two, or three years. The vote on the frequency of the say-on-pay vote, just as with the say-on-pay vote itself, is advisory only, and it also is not binding on the Company or on our Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board will carefully consider the outcome of the vote when determining the frequency of future stockholder advisory votes to approve the compensation of our named executive officers.
After careful consideration, the Board has determined that a say-on-pay vote that occurs every year is the most appropriate alternative for our company at this time. Therefore, the Board recommends that you vote for a "One Year" frequency for the say-on-pay vote.
Although the Board recommends a say-on-pay vote be held every year, you may vote one of four choices for this Proposal 4 on the proxy card: "One Year", "Two Years", "Three Years", or "Abstain." The text of the resolution in respect of Proposal 4 is as follows:
"RESOLVED, that the option of once every one year, two years, or three years that receives the affirmative vote from the holders of a majority of voting power of the shares of Class A common stock present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes) for this resolution will be determined to be the preferred frequency with which the Company is to hold an advisory stockholder vote to approve the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion."
The Board and the Compensation Committee value the opinions of the stockholders in this matter. Therefore, if none of the proposed voting frequencies receives the affirmative votes from the holders of a majority of the voting power of the shares of Class A common stock present virtually or represented by proxy and voting affirmatively or negatively (excluding abstentions and broker non-votes), the Board will consider the frequency receiving the highest number of affirmative votes to be the frequency preferred by our stockholders. However, because this vote is advisory and, therefore, not binding on the Board or the Company, the Board may decide that it is in the best interests of the stockholders that we hold a say-on-pay vote more or less frequently than the option preferred by the stockholders.
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF "ONE YEAR" ON PROPOSAL 4.
21
EXECUTIVE OFFICERS
Each of our executive officers serves at the discretion of the Board. The determination as to which of our employees qualify as executive officers was made by the Board in accordance with the rules of the SEC . Biographical information for our executive officers as of the Record Date is set forth below. The following table identifies our current executive officers, their age, and their respective offices and positions as of the Record Date.
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Age
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Position
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51
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President, Chief Executive Officer and Director
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57
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Chief Medical Officer
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40
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Chief Financial Officer
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49
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Chief Legal Officer
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55
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Chief Operating Officer
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59
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Chief Development Officer
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22
business development, global commercial strategy, and portfolio development. Mr. Johnson has served on the board of Caribou Biosciences, Inc. (Nasdaq: CRBU), a biopharmaceutical company, since May 2022 . Mr. Johnson received his B.A. in Business Marketing from the University of Puget Sound and his M.B.A. from the Kenan-Flagler Business School at the University of North Carolina .
23
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our Class A common stock as of the Record Date by:
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each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
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each of our directors, including the nominees named herein;
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each of our named executive officers; and
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all of our current executive officers and directors as a group.
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We have determined beneficial ownership in accordance with the rules and regulations of the SEC , and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 63,771,720 shares of our Class A common stock outstanding as of the Record Date.
In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares subject to options held by the person that will be exercisable within 60 days of the Record Date or issuable pursuant to restricted stock units that vest within 60 days of the Record Date. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Vera Therapeutics, Inc. , 2000 Sierra Point Parkway , Suite 1200, Brisbane, California 94005.
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Number of Shares
Beneficially Owned
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Percentage of Shares
Beneficially Owned
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5% Stockholders:
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5,610,000
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8.8%
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Entities affiliated with
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5,144,212
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8.1%
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T.
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3,939,109
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6.2%
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Directors and Named Executive Officers:
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1,507,074
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2.3%
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-
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*
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120,105
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*
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140,381
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*
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258,458
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*
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2,847,837
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4.5%
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5,198,062
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8.1%
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122,893
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*
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63,775
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*
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72,888
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*
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10,625
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*
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All directors and current executive officers as a group (14 persons)(14)
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10,783,211
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16.3%
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*
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Represents beneficial ownership of less than one percent.
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(1)
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Consists of 5,610,000 shares of Class A common stock held by
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(2)
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Consists of (i) 3,429,927 shares of Class A common stock held by
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24
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(3)
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The number of shares reported and the information included in this footnote was obtained from a Schedule 13G filed on
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(4)
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Consists of (i) 65,476 shares of Class A common stock held directly by
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(5)
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Consists of (i) 1,198 shares of Class A common stock held directly by
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(6)
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Consists of (i) 17,488 shares of Class A common stock held by the Andrew Cheng 2010 Trust UA 10-26-2010, of which
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(7)
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Consists of (i) 4,012 shares of Class A common stock held by the
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(8)
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Consists of (i) 2,793,987 shares of Class A common stock held by
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(9)
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Consists of (i) the shares described in note 2 above and (ii) 53,850 shares of Class A common stock subject to options exercisable within 60 days of the Record Date held by
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(10)
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Consists of 122,893 shares of Class A common stock subject to options exercisable within 60 days of the Record Date held by
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(11)
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Consists of 63,775 shares of Class A common stock subject to options exercisable within 60 days of the Record Date held by
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(12)
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Consists of 72,888 shares of Class A common stock subject to options exercisable within 60 days of the Record Date held by
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(13)
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Consists of (i) 2,987 shares of Class A common stock held directly by
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(14)
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Consists of (i) 8,435,236 shares of Class A common stock beneficially owned by our current executive officers and directors and (ii) 2,347,975 shares of Class A common stock subject to options exercisable within 60 days of the Record Date and held by our executive officers and directors.
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25
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of certain changes in ownership of common stock and other equity securities of our company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish our company with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports filed on the SEC's EDGAR system and written representations that no other reports were required, during the fiscal year ended December 31, 2024 , all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with, except that one Form 4, filed on January 8, 2024 , relating to the acquisition of an option to purchase 350,000 shares of the Company's Class A common stock on January 3, 2024 , was filed late by Robert Brenner and one Form 4, filed on April 5, 2024 , relating to transfer of 1,620 shares of the Company's Class A common stock from a trust for which Sean Grant serves as trustee to an account for which Sean Grant serves a custodian pursuant to the Uniform Transfers to Minors Act on July 24, 2023 and relating to the disposition of 636 shares of our Class A common stock by a trust for which Sean Grant serves as trustee on December 20, 2023 .
26
EXECUTIVE COMPENSATION
Our named executive officers for the year ended December 31, 2024 , consisting of our principal executive officer and the next two most highly compensated executive officers, were:
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As a result of being a smaller reporting company during the fiscal year ended December 31, 2024 under applicable SEC rules and regulations, we are permitted to include less detailed executive compensation disclosure in this proxy statement. However, our Compensation Committee is committed to providing the information necessary to help stockholders understand our executive compensation-related decisions. Accordingly, this section includes supplemental information regarding the 2024 executive compensation program for our named executive officers.
Executive Compensation Practices
The following table summarizes our executive compensation practices to highlight both the responsible practices we have implemented and the practices we have avoided to best serve our stockholders' long-term interests.
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What We Do:
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What We Do Not Do:
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Performance metrics tied to company performance. The performance metrics for our annual executive bonus plan are tied to company performance, aligning the interests of our executives with those of our stockholders.
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No tax gross-ups.None of our compensation agreements and arrangements provides for tax "gross-ups."
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Multi-year vesting requirements. The equity awards we grant to our executive officers generally vest over multi-year periods, consistent with current market practice and our retention objectives.
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No special perquisites.We generally do not provide our executives with perquisites or other personal benefits that differ materially from those available to employees generally.
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Double-trigger termination rights. Our agreements with our executive officers require both a change-in-control and a termination of employment for full severance benefits, including any equity acceleration, to be triggered.
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No retirement plans other than 401(k).We do not provide any pension or other retirement benefits to our executive officers, except that we offer all employees the right to participate in a company-sponsored 401(k) plan under which we make matching contributions of up to
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Independent compensation committee. Our compensation committee comprises solely independent members of our Board.
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No special health or welfare benefits.We do not provide our executives with any special health or welfare benefits. Our executive officers participate in the same broad-based company-sponsored health and welfare benefits programs made available to our other full-time, salaried employees.
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Independent compensation consultant. Our compensation committee uses an independent compensation consultant that provides no other material services to the company.
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Hedging, short selling and pledging prohibited.Our insider trading policy prohibits our executive officers and directors from hedging, short-selling or pledging our securities.
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27
Competitive Market Review
As described above, during 2024, the Compensation Committee engaged Alpine as its compensation consultant. As part of its engagement, the Compensation Committee requested that Alpine develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for purposes of developing recommendations that were presented to the Compensation Committee for its consideration. In developing our peer group for 2024, the criteria used to identify the peer companies were business focus (i.e., companies with a similar therapeutic focus and patient population), market capitalization, headcount, and location. The 18 companies selected for our peer group for 2024 are listed below.
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Executive Compensation Elements
The overall objectives of our executive compensation program are based on the following key principles:
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attracting, retaining, and motivating top quality executives;
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providing incentives that reward the achievement of performance goals; and
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aligning the interests of executives with those of stockholders.
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The three principal components of our executive compensation program for our named executive officers in 2024 were base salary, annual cash incentive compensation, and equity compensation. We do not have any formal policies for allocating compensation among these components. Instead, our Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term, and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives.
Our Compensation Committee reviews compensation annually for all employees, including our named executive officers. In making compensation determinations, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, and our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and to have a long-term commitment to our Company. Our Compensation Committee has historically determined the individual compensation of each of our named executive officers' compensation, consulting with the Board from time to time in connection with the Chief Executive Officer's compensation and taking into account the Chief Executive Officer's recommendations in connection with the compensation of our other named executive officers. Pursuant to its charter, the Compensation Committee may approve all executive compensation unilaterally, or may choose to recommend compensation matters to the full Board for approval. From time to time, the Compensation Committee has submitted executive compensation determinations to the full Board for approval. The operation of our Compensation Committee is described in more detail above in the section titled, "Information Regarding the Board and Corporate Governance-Compensation Committee-Compensation Committee Practices and Procedures."
28
Annual Base Salary
Base salaries for our named executive officers are initially established through arm's-length negotiations at the time of the named executive officer's hiring, considering such named executive officer's qualifications, experience, the scope of his or her responsibilities and competitive market compensation paid by other companies for similar positions within the industry and geography. Base salaries are reviewed periodically, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after considering individual responsibilities, performance and experience. In making decisions regarding salary increases, we may also draw upon the experience of our Board members with executives at other companies. The 2024 annual base salaries for our named executive officers are set forth in the table below.
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2024 Base Salary
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Cash Incentive Compensation
In addition to base salaries, our named executive officers are eligible to receive annual performance-based cash compensation designed to provide appropriate incentives to our executive officers to achieve pre-established annual corporate objectives and key results and to reward them for individual achievement towards these objectives and key results. The annual performance-based cash compensation each named executive officer is eligible to receive is generally based on the extent to which we achieve our corporate objectives and key results established by our Board each year. At the end of the year, our Compensation Committee reviews our performance against our corporate objectives and key results and approves, or recommends to our full Board that it approve, cash payouts based on achievement of our corporate objectives and key results, subject, in each case, to the named executive officer's continued employment with us through the payment date of such amount.
The Compensation Committee has generally considered each named executive officer's individual contributions towards reaching our annual corporate objectives and key results but does not typically establish specific individual goals for our named executive officers. There is no minimum payout percentage or amount established for our named executive officers and, thus, the payment amounts vary from year to year based on corporate and individual performance, in each case pursuant to the terms of our named executive officer's offer letter described below. For 2024, Dr. Fordyce's , and Dr. Brenner's target performance bonuses were 55% and 40%, respectively, of their respective base salaries.
For 2024, annual cash incentives were based on the achievement of various clinical and operational metrics related to advancing the atacicept IgAN Phase 3 clinical program (70% weighting), advancing atacicept manufacturing development for commercial readiness (20% weighting), and increasing awareness of BAFF-APRIL in disease pathophysiology and clinical data (10% weighting). In December 2024 , the Compensation Committee reviewed the Company's achievements against our 2024 corporate goals, including exceeding atacicept advancement goals related to fundraising and enrollment. Based on this review, the Compensation Committee recommended that the Board determine, and the Board subsequently approved payment of the cash incentives at 120% of target level based on the Company's level of achievement of such metrics. Mr. Carter was not eligible for an annual cash incentive for 2024 pursuant to the terms of his offer letter. As a result, our named executive officers were awarded the following cash incentive payments for 2024:
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2024 Cash
Incentive
Compensation
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$-
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(1)
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29
Equity Compensation
We use equity awards to motivate our executive officers, including the named executive officers, to increase the long-term value of our common stock and, thereby, to align the interests of our executive officers with those of our stockholders. These equity awards are intended to further our success by ensuring that sustainable value creation is a key factor in our executive officers' management of our business.
The size and form of these equity awards are determined by the Compensation Committee in its discretion. As described below, in 2024, we granted equity awards in the form of stock options and RSUs to our executive officers as part of our long-term incentive compensation program. The target vehicle mix for our executive officers for 2024 was 65% options and 35% RSUs, a shift from 100% options prior to 2024, reflecting changes to our stock price and our goal of managing dilution.
Stock Options
The Compensation Committee uses stock options as a key tool in serving to align the interests of our executive officers and our stockholders. Stock options are inherently performance based, and automatically link executive pay to stockholder return, as the value realized, if any, by the executive from an award of stock options, is dependent upon, and directly proportionate to, appreciation in stock price. Executives will only receive value from the stock option awards if the price of the stock increases above the stock price at time of grant, and remains above as the stock options continue to vest. Stock options also do not have downside protection, and the awards will not provide value to the holder when the stock price is below the exercise price.
Restricted Stock Units
The Compensation Committee uses RSUs in addition to stock options, as they are complementary to stock options and encourage alignment with stockholders' interests, while also reinforcing an ownership culture and ensuring adequate retention of our executive team.
In January 2024 , the Compensation Committee approved the following equity grants to our named executive officers as part of our annual executive compensation review process. The stock options vest monthly over a period of four years, subject to the recipient's continued service to us through each vesting date, and the RSUs vest in four equal annual installments on a pre-specified vesting date, subject to the recipient's continued service to us through each vesting date.
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Stock Option
Grant
(#)
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RSU Grant
(#)
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292,500
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78,750
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-
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-
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-
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-
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(1)
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30
Summary Compensation Table
The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the years indicated below.
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
|
โ
|
โ
|
Year
|
โ
|
โ
|
Salary
($)
|
โ
|
โ
|
Bonus
($)(1)
|
โ
|
โ
|
Stock
Awards
($)(2)
|
โ
|
โ
|
Option
Awards
($)(3)
|
โ
|
โ
|
Non-equity
Incentive Plan
Compensation
($)(4)
|
โ
|
โ
|
All Other
Compensation
($)(5)
|
โ
|
โ
|
Total
($)
|
|
President and Chief Executive Officer
|
โ
|
โ
|
2024
|
โ
|
โ
|
616,250
|
โ
|
โ
|
-
|
โ
|
โ
|
1,323,000
|
โ
|
โ
|
3,299,751
|
โ
|
โ
|
409,200
|
โ
|
โ
|
-
|
โ
|
โ
|
5,648,201
|
|
โ
|
2023
|
โ
|
โ
|
585,638
|
โ
|
โ
|
32,450
|
โ
|
โ
|
-
|
โ
|
โ
|
2,519,595
|
โ
|
โ
|
292,050
|
โ
|
โ
|
-
|
โ
|
โ
|
3,429,733
|
||
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|||||||||
|
Chief Legal Officer(6)
|
โ
|
โ
|
2024
|
โ
|
โ
|
58,750
|
โ
|
โ
|
21,700
|
โ
|
โ
|
2,374,930
|
โ
|
โ
|
3,194,543
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
5,649,923
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|||||||||
|
Chief Medical Officer
|
โ
|
โ
|
2024
|
โ
|
โ
|
476,615
|
โ
|
โ
|
120,000
|
โ
|
โ
|
-
|
โ
|
โ
|
3,627,050
|
โ
|
โ
|
229,138
|
โ
|
โ
|
3,000
|
โ
|
โ
|
4,445,802
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
Represents a cash sign-on bonus paid to each of
|
|
(2)
|
The dollar amounts in this column reflect the aggregate grant date fair value of RSUs granted during the indicated fiscal year computed in accordance with
|
|
(3)
|
The amounts disclosed represent the aggregate grant date fair value of the option awards granted to our named executive officers during fiscal year 2024 under our 2021 Plan and 2024 Inducement Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements included within our Annual Report on Form 10-K for the year ended
|
|
(4)
|
The amounts disclosed represent cash incentive compensation earned in 2024, but paid in the beginning of 2025.
|
|
(5)
|
The amount shown in this column represent matching payments under our 401(k) Plan, a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended.
|
|
(6)
|
|
|
(7)
|
|
Pension Benefits
Our named executive officers did not participate in, or otherwise receive any benefits under, any defined benefit pension sponsored by us during the fiscal year ended December 31, 2024 .
Nonqualified Deferred Compensation
Our named executive officers did not participate in, or eaany benefits under, a non-qualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2024 .
Agreements with Our Named Executive Officers
Offer Letters
Below are descriptions of our offer letters with our named executive officers. For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our named executive officers, please see the section titled "Potential Payments Upon Termination or Change of Control" below.
31
Outstanding Equity Awards at Fiscal Year End
The following table presents the outstanding equity awards held by each named executive officer as of December 31, 2024 .
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
||||||||||||
|
โ
|
โ
|
โ
|
โ
|
Option Awards(1)
|
โ
|
โ
|
Stock Awards
|
||||||||||||||
|
|
โ
|
โ
|
Grant
Date
|
โ
|
โ
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
โ
|
โ
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
โ
|
โ
|
Option
Exercise
Price Per
Share
($)
|
โ
|
โ
|
Option
Expiration
Date
|
โ
|
โ
|
Number of
shares or units
of stock that
have not
vested
(#)(2)
|
โ
|
โ
|
Market value
of shares
or units
of stock that
have not
vested
($)(3)
|
|
|
โ
|
โ
|
|
โ
|
โ
|
626,551
|
โ
|
โ
|
-
|
โ
|
โ
|
2.90
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
|
โ
|
|
โ
|
โ
|
98,575
|
โ
|
โ
|
11,463
|
โ
|
โ
|
11.00
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
||
|
โ
|
|
โ
|
โ
|
124,775
|
โ
|
โ
|
51,379
|
โ
|
โ
|
20.94
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
||
|
โ
|
|
โ
|
โ
|
206,250
|
โ
|
โ
|
243,750
|
โ
|
โ
|
7.87
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
||
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
78,750
|
โ
|
โ
|
3,330,338
|
||
|
โ
|
|
โ
|
โ
|
67,031
|
โ
|
โ
|
225,469
|
โ
|
โ
|
16.80
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
||
|
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
โ-
|
โ
|
โ
|
-
|
โ
|
โ
|
53,000
|
โ
|
โ
|
2,241,370
|
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
108,000
|
โ
|
โ
|
44.81
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
||
|
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
350,000
|
โ
|
โ
|
15.36
|
โ
|
โ
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
All of the option awards granted prior to
|
|
(2)
|
Awards in this column consist of RSU awards that were unvested as of
|
|
(3)
|
Amounts in this column represent the market value of the RSU awards that were unvested as of
|
|
(4)
|
Fully vested.
|
|
(5)
|
One-fourth of the shares subject to the option award vested on
|
|
(6)
|
One-forty-eighth of the shares subject to the option award vest each month after
|
|
(7)
|
One-forty-eighth of the shares subject to the option award vest each month after
|
|
(8)
|
One-fourth of the total RSUs will vest on each of
|
|
(9)
|
One-forty-eighth of the shares subject to the option award vest each month after
|
|
(10)
|
One-fourth of the total RSUs will vest on
|
|
(11)
|
One-fourth of the shares subject to the option will vest on
|
|
(12)
|
One-fourth of the shares subject to the option award vested on
|
32
Options held by certain of our named executive officers are eligible for accelerated vesting under specified circumstances. Please see the subsection titled "-Potential Payments Upon Termination or Change of Control" below for a description of such potential acceleration.
Potential Payments Upon Termination or Change of Control
33
For the purposes of Dr. Fordyce's , Mr. Grant and Dr. Brenner's severance benefits, the following definitions apply:
|
โข
|
"cause" means (a) the officer's commission or conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (b) the officer's commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against us; (c) willful and material breach of the officer's duties to us; (d) willful damage to any of our property; (e) willful misconduct, or other willful violation of our policy that causes harm; or (f) the officer's material violation of any written and fully executed contract or agreement between us and the officer, including without limitation, material breach of agreements relating to non-solicitation, nondisclosure and/or assignment of inventions, or material breach of any company policy, or of any statutory duty officer owes to us; provided, however, that in the event of clause (f) above, we are required to provide written notice of such alleged violation and breach, and the officer will have 30 days from receipt of such notice to cure. For purposes of this definition of cause, no act, or failure to act, on the officer's part shall be considered "willful" unless it is done, or omitted to be done, by the officer intentionally and without reasonable belief that the officer's action or omission was in the best interests of the company.
|
|
โข
|
"change of control" means (a) any consolidation or merger of the company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the company immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the voting power of the surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; (b) any transaction or series of related transactions to which the company is a party in which in excess of 50% of our voting power is transferred; provided that the foregoing shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by us or our indebtedness is cancelled or converted or a combination thereof; or (c) a sale, lease, exclusive license or other disposition of all or substantially all of our assets.
|
|
โข
|
"good reason" means any of the following actions, if taken by us without the officer's prior written consent: (a) a material reduction in the officer's base salary, which we and the officer agree is a reduction of at least 10% of the officer's base salary (unless pursuant to a salary reduction program applicable generally to our similarly situated employees); (b) a material reduction in the officer's duties (including responsibilities and/or authorities) (with respect to
|
Other Compensation and Benefits
All of our current named executive officers are eligible to participate in our employee benefit plans, including our medical, dental and vision, in each case on the same basis as all of our other employees. We pay the premiums for the medical, disability, accidental death and dismemberment 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.
34
Employee Benefit Plans
We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants and directors with the financial interests of our stockholders. In addition, we believe that our ability to grant options and other equity-based awards helps us to attract, retain and motivate employees, consultants and directors, and encourages them to devote their best efforts to our business and financial success.
401(k) Plan
We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain limits pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), which are updated annually. We have the ability to make matching and discretionary contributions to the 401(k) plan. We make matching contributions or discretionary contributions to the 401(k) plan up to $3,000 per employee per year. We paid a total of $228,000 to employees as part of matching contributions to the 401(k) plan in the year ended December 31, 2024 . The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.
35
Pay versus Performance
In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer ("PEO") and non-PEO named executive officers ("Non-PEO NEOs") and Company performance for the fiscal years listed below. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company's performance and named executive officer pay and the Compensation Committee did not consider the disclosure below in making its pay decisions for any of the years shown. For further information regarding our compensation, refer to "Executive Compensation."
Required Tabular Disclosure of Pay Versus Performance
The amounts set forth below under the headings "Compensation Actually Paid to PEO" and "Average Compensation Actually Paid to Non-PEO NEOs" have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term "compensation actually paid" (or "CAP") is required by the SEC's rules and as a result of the calculation methodology required by the SEC , such amounts differ from compensation actually received by the individuals for the fiscal years listed below.
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
Year
|
โ
|
โ
|
Summary
Compensation
Table Total for
our PEO(1)(2)
($)
|
โ
|
โ
|
Compensation
Actually Paid to
PEO(1)(3)
($)
|
โ
|
โ
|
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(1)(2)
($)
|
โ
|
โ
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs(1)(3)
($)
|
โ
|
โ
|
Value of Initial
Fixed
Investment
Based On Total
Stockholder
Return
("TSR")(4)
($)
|
โ
|
โ
|
Net Income
(Loss) (in
thousands)(5)
($)
|
|
2024
|
โ
|
โ
|
5,648,201
|
โ
|
โ
|
31,241,665
|
โ
|
โ
|
5,047,863
|
โ
|
โ
|
8,683,305
|
โ
|
โ
|
218.55
|
โ
|
โ
|
(152,148)
|
|
2023
|
โ
|
โ
|
3,429,733
|
โ
|
โ
|
1,986,784
|
โ
|
โ
|
1,391,247
|
โ
|
โ
|
1,437,499
|
โ
|
โ
|
79.48
|
โ
|
โ
|
(95,990)
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
The following individuals are our PEO and other Non-PEO NEOs for each fiscal year:
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
Year
|
โ
|
โ
|
PEO
|
โ
|
โ
|
Non-PEO NEOs
|
|
2024
|
โ
|
โ
|
|
โ
|
โ
|
|
|
2023
|
โ
|
โ
|
|
โ
|
โ
|
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(2)
|
Represents the amount of total compensation reported for
|
36
|
(3)
|
Represents the amount of CAP to
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
Year
|
โ
|
โ
|
NEOs
|
โ
|
โ
|
Summary
Compensation
Table Total
Compensation ($)
|
โ
|
โ
|
Deduct: Grant
Date Fair
Value of the
"Stock
Awards" and
"Option
Awards"
Columns in
the Summary
Compensation
Table for
Applicable
FY* ($)
|
โ
|
โ
|
Add: Fair
Value at
Applicable
FY End of
Awards
Granted
during
Applicable
FY that
Remain
Unvested
as of
Applicable
FY End* ($)
|
โ
|
โ
|
Add:
Change in
Fair Value
from the
end of the
Prior FY to
the end of
the
Applicable
FY of
Awards
Granted
during Prior
FY that
were
Outstanding
and
Unvested as
of
Applicable
FY End* ($)
|
โ
|
โ
|
Add:
Vesting
Date Fair
Value of
Awards
Granted in
Applicable
FY that
Vested
During
Applicable
FY* ($)
|
โ
|
โ
|
Add:
Change in
Fair Value
from the
end of the
Prior FY
to the
Vesting
Date of
Awards
Granted
during
Prior FY
that
Vested
During
Applicable
FY* ($)
|
โ
|
โ
|
CAP ($)
|
|
2024
|
โ
|
โ
|
PEO
|
โ
|
โ
|
5,648,201
|
โ
|
โ
|
(4,622,751)
|
โ
|
โ
|
10,534,255
|
โ
|
โ
|
6,681,577
|
โ
|
โ
|
2,107,029
|
โ
|
โ
|
10,893,354
|
โ
|
โ
|
31,241,665
|
|
โ
|
Average Non-PEO NEOs
|
โ
|
โ
|
โ5,047,863
|
โ
|
โ
|
โ(4,598,262)
|
โ
|
โ
|
โ8,233,704
|
โ
|
โ
|
โ-
|
โ
|
โ
|
โ-
|
โ
|
โ
|
โ-
|
โ
|
โ
|
โ8,683,305
|
||
|
2023
|
โ
|
โ
|
PEO
|
โ
|
โ
|
โ3,429,733
|
โ
|
โ
|
โ(2,519,595)
|
โ
|
โ
|
โ4,152,563
|
โ
|
โ
|
โ(1,592,727)
|
โ
|
โ
|
โ897,375
|
โ
|
โ
|
โ(2,380,565)
|
โ
|
โ
|
โ1,986,784
|
|
โ
|
Average Non-PEO NEOs
|
โ
|
โ
|
1,391,247
|
โ
|
โ
|
(839,865)
|
โ
|
โ
|
1,384,194
|
โ
|
โ
|
(381,121)
|
โ
|
โ
|
299,120
|
โ
|
โ
|
(416,075)
|
โ
|
โ
|
1,437,499
|
||
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
*
|
In calculating the CAP amounts, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with ASC 718 and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
|
|
(4)
|
For the relevant fiscal year, the TSR reflected in this column represents the cumulative TSR of our common stock at the end of each fiscal year. In each case, we assume an initial investment of
|
|
(5)
|
The dollar amounts reported represent the amount of Net Income (Loss) reflected in the Company's audited financial statements for the applicable year.
|
37
Required Disclosure of the Relationship Between CAP and Financial Performance Measures
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not reflect the amount of compensation earned by or actually paid to our NEOs during the applicable years.
CAP and Net Income (Loss)
The graph below shows the relationship between the CAP to our PEO and the average CAP to our Non-PEO NEOs, on the one hand, to the Company's Net Income (Loss) over the two years presented in the table, on the other.
โ
38
CAP and Cumulative TSR
The graph below shows the relationship between the CAP to our PEO and the average CAP to our Non-PEO NEOs, on the one hand, to the Company's cumulative TSR over the two years presented in the table, on the other.
โ
All information provided above under the "Item 402(v) Pay Versus Performance" heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
39
Equity Compensation Plan Information
The following table provides certain information as of December 31, 2024 , with respect to all of our equity compensation plans in effect on that date.
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
Plan Category
|
โ
|
โ
|
Number of
Securities to
be
Issued upon
Exercise of
Outstanding
Options,
Warrants
and Rights
|
โ
|
โ
|
Weighted-
average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
|
โ
|
โ
|
Number of
Securities
Remaining
Available for
Future Issuance
under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))
|
|
โ
|
โ
|
(a)
|
โ
|
โ
|
(b)
|
โ
|
โ
|
(c)
|
|
|
Equity compensation plans approved by security holders(1)
|
โ
|
โ
|
6,132,747
|
โ
|
โ
|
|
โ
|
โ
|
1,741,970(3)
|
|
Equity compensation plans not approved by security holders(4)
|
โ
|
โ
|
1,178,925
|
โ
|
โ
|
|
โ
|
โ
|
71,075(5)
|
|
Total
|
โ
|
โ
|
7,311,672
|
โ
|
โ
|
|
โ
|
โ
|
1,813,045
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
Consists of the 2017 Plan, the 2021 Plan, and our 2021 Employee Stock Purchase Plan ("ESPP"). The number of shares of our Class A common stock reserved for issuance under the 2021 Plan is subject to an automatic increase on
|
|
(2)
|
The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our Class A common stock underlying RSUs, which have no exercise price.
|
|
(3)
|
Consists of shares available for future issuance under the 2021 Plan and the ESPP. As of
|
|
(4)
|
Consists of the Inducement Plan. On
|
|
(5)
|
Consists of shares available for future issuance under the Inducement Plan. As of
|
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
From time to time, the Company grants stock options to its employees, including the named executive officers. Historically, the Company has generally granted new-hire option awards to executive officers on or around the date of appointment of such executive officers, and all other new-hire option awards have typically been granted the first week of the month following such new hire's employment start date. Annual refresh employee option grants are typically made in the first quarter of each fiscal year, which refresh grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in such quarter. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director's initial appointment or election to the board and at the time of each annual meeting of the Company's stockholders, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, "Director Compensation" below. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. Because the Compensation Committee has a practice of generally granting stock options as described above, the Compensation Committee generally does not take MNPI into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company's public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation.
40
The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
|
โ
|
โ
|
Grant Date
|
โ
|
โ
|
Number of
Securities
Underlying
Award
|
โ
|
โ
|
Exercise
Price of the
Award ($/Sh)
|
โ
|
โ
|
Grant Date
Fair Value of
the Award(1)
|
โ
|
โ
|
Percentage change in the closing
market price of the securities
underlying the award between the
trading day ending immediately prior
to the disclosure of material nonpublic
information and the trading day
beginning immediately following the
disclosure of material nonpublic
information
|
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
|
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
โ
|
โ
|
-
|
|
|
โ
|
โ
|
|
โ
|
โ
|
350,000
|
โ
|
โ
|
15.36
|
โ
|
โ
|
3,627,050
|
โ
|
โ
|
24%
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
The amounts disclosed represent the aggregate grant date fair value of the option awards granted to our named executive officers during fiscal years 2023 and 2024 under our 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements included within our Annual Report on Form 10-K for the year ended
|
|
(2)
|
|
Director Compensation
The following table sets forth in summary form information concerning the compensation that we paid or awarded during the year ended December 31, 2024 to each of our non-employee directors who served on our Board during 2024:
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
|
โ
|
โ
|
Fees Earned
or Paid in
Cash ($)
|
โ
|
โ
|
Option
Awards
($)(1)(2)
|
โ
|
โ
|
All Other
Compensation
($)(3)(4)
|
โ
|
โ
|
Total
($)
|
|
|
โ
|
โ
|
85,000
|
โ
|
โ
|
386,589
|
โ
|
โ
|
-
|
โ
|
โ
|
471,589
|
|
|
โ
|
โ
|
51,000
|
โ
|
โ
|
386,589
|
โ
|
โ
|
-
|
โ
|
โ
|
437,589
|
|
|
โ
|
โ
|
52,000
|
โ
|
โ
|
386,589
|
โ
|
โ
|
-
|
โ
|
โ
|
438,589
|
|
|
โ
|
โ
|
46,000
|
โ
|
โ
|
386,589
|
โ
|
โ
|
-
|
โ
|
โ
|
432,589
|
|
|
โ
|
โ
|
50,000
|
โ
|
โ
|
386,589
|
โ
|
โ
|
-
|
โ
|
โ
|
436,589
|
|
|
โ
|
โ
|
60,000
|
โ
|
โ
|
386,589
|
โ
|
โ
|
-
|
โ
|
โ
|
446,589
|
|
|
โ
|
โ
|
25,467
|
โ
|
โ
|
634,928
|
โ
|
โ
|
115,000
|
โ
|
โ
|
775,394
|
|
|
โ
|
โ
|
50,000
|
โ
|
โ
|
386,589
|
โ
|
โ
|
-
|
โ
|
โ
|
436,589
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
The amounts disclosed represent the aggregate grant date fair value of the stock options granted to our non-employee directors during 2024 under our 2021 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 8 to our audited financial statements for the year ended
|
|
(2)
|
The aggregate number of shares underlying outstanding options to purchase our Class A common stock held by our non-employee directors as of
|
|
(3)
|
The amount disclosed represents the aggregate grant date fair value of the RSUs granted in 2024 to
|
|
(4)
|
The aggregate number of shares underlying RSUs held by our non-employee directors as of
|
We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Marshall Fordyce , M.D., our President and Chief Executive Officer, was also a director as of December 31, 2024 , but did not receive any additional compensation for his service as a director. See the section titled "Executive Compensation" for more information regarding the compensation earned by Dr. Fordyce .
41
During the year ended December 31, 2024 , each of the following individuals served on our Board as non-employee directors: Michael Morrissey , Ph.D., Andrew Cheng , M.D., Ph.D., Patrick Enright , Kimball Hall , Maha Katabi , Ph.D., Scott Morrison , Christy Oliger and Beth Seidenberg , M.D. Other than as set forth above, none of our non-employee directors earned any compensation in the year ended December 31, 2024 or held any equity awards as of December 31, 2024 .
Our Board adopted a non-employee director compensation policy in May 2021 that is applicable to all of our non-employee directors. Under our non-employee director compensation policy in effect as of January 1, 2024 each non-employee director will receive the following compensation for service on our Board:
|
โข
|
an annual cash retainer of
|
|
โข
|
an additional annual cash retainer of
|
|
โข
|
an additional annual cash retainer of
|
|
โข
|
an initial option grant to purchase 40,000 shares of our Class A common stock on the date of each such non-employee director's appointment to our Board (the "Initial Grant"); and
|
|
โข
|
an annual option grant to purchase 20,000 shares of our Class A common stock on the date of each of our annual stockholder meetings (the "Annual Grant"), for non-employee directors who joined our Board no later than
|
On May 2, 2024 , the Board amended the non-employee director compensation policy, effective as of May 2, 2024 , to reduce the size of the Initial Grant and Annual Grant as set forth below:
|
โข
|
the Initial Grant was amended to provide for the lesser of (i) 25,000 shares of our Class A common stock and (ii) the maximum number of shares of our Class A common stock that would result in the option having a grant-date fair value of not more than
|
|
โข
|
the Annual Grant was amended to provide for the lesser of (i) 14,000 shares of our Class A common stock and (ii) the maximum number of shares of our Class A common stock that would result in the option having a grant-date fair value of not more than
|
The grants made to non-employee directors in 2024 were made pursuant to this policy.
On December 9, 2024 , the Board further amended the non-employee director compensation policy, which became effective January 1, 2025 , to increase certain annual cash retainers (each of which are in addition to the annual cash retainer of $40,000 for service as member of the Board), as set forth below:
|
โข
|
the Chair Retainer was increased to
|
|
โข
|
the Committee Member Retainer for service as a member of the Compensation Committee was increased to
|
|
โข
|
the Committee Chair Retainer for service as chair of the Compensation Committee was increased to
|
Each of the option grants described above will be granted under our 2021 Plan. Each initial option grant will vest monthly over a three-year period subject to the director's continuous service to us. Each annual option grant will vest 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. Notwithstanding the foregoing, in the event there is a change in control (as defined in the 2021 Plan) all of the option grants will accelerate and become fully vested subject to such non-employee director's continuous service with us through such change in control. The term of each option will be 10 years, subject to earlier termination as provided in the 2021 Plan.
42
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION
The following includes a summary of transactions during the last two completed fiscal years to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of our total assets as of our last two completed fiscal years, and in which any of our directors, director nominees, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under "Executive Compensation." We also describe below certain other transactions with our directors, executive officers and stockholders.
Investors' Rights Agreement
In October 2020 , we entered into a Second Amended and Restated Investors' Rights Agreement ("Rights Agreement") with the then-existing holders of more than 5% of our outstanding capital stock, including Abingworth Bioventures 8 LP, Ares Trading S.A. , entities affiliated with Fidelity, Citadel Multi-Strategy Equities Master Fund Ltd. , GV 2019, L.P., KPCB Holdings, Inc. , Longitude Venture Partners IV, L.P. and Sofinnova Venture Partners X, L.P. , and including certain affiliates of our directors. The Rights Agreement granted to the holders of our outstanding redeemable convertible preferred stock certain rights, including certain registration rights with respect to the registrable securities held by them.
Participation in 2023 Follow-on Public Offering
In February 2023 , we entered into an underwriting agreement ("2023 Underwriting Agreement") with J.P. Morgan Securities LLC, Cowen and Company, LLC and Evercore Group L.L.C. , as representatives of the several underwriters, relating to a follow-on underwritten public offering of shares of our Class A common stock ("2023 Follow-on Offering"). Pursuant to the 2023 Underwriting Agreement, we issued and sold an aggregate of 16,428,572 shares of our Class A common stock to the underwriters, including 2,142,857 shares of Class A common stock that we issued and sold pursuant to the exercise in full by the underwriters of their option to purchase additional shares in connection with the 2023 Follow-on Offering, at a price to the public of $7.00 per share. Our 2023 Follow-on Offering closed on February 6, 2023 . Certain of our executive officers and certain holders of more than 5% of our capital stock (including shares of Class A common stock acquired in the offering) purchased shares of our Class A common stock from the underwriters in the 2023 Follow-on Offering at the offering price of the shares to the public.
The following table sets forth the number of shares of our Class A common stock purchased and the aggregate cash purchase price paid by each of these stockholders.
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
|
โ
|
โ
|
Shares of Class A
Common Stock
Purchased
|
โ
|
โ
|
Aggregate Cash
Purchase Price
|
|
|
โ
|
โ
|
2,142,857
|
โ
|
โ
|
|
|
|
โ
|
โ
|
1,714,285
|
โ
|
โ
|
$11,999,995
|
|
|
โ
|
โ
|
285,714
|
โ
|
โ
|
$1,999,998
|
|
|
โ
|
โ
|
14,285
|
โ
|
โ
|
$99,995
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
Entities affiliated with
|
|
(2)
|
|
|
(3)
|
|
Participation in January 2024 Follow-on Public Offering
In January 2024 , we entered into an underwriting agreement ("January 2024 Underwriting Agreement") with J.P. Morgan Securities LLC, Cowen and Company, LLC and Evercore Group L.L.C. , as representatives of the several underwriters, relating to a follow-on underwritten public offering of shares of our Class A common stock ("January 2024 Follow-on Offering"). Pursuant to the January 2024 Underwriting Agreement, we issued and sold an aggregate of 9,274,194 shares of our Class A common stock to the underwriters, including 1,207,677 shares of
43
Class A common stock that we issued and sold pursuant to the exercise in full by the underwriters of their option to purchase additional shares in connection with the January 2024 Follow-on Offering, at a price to the public of $31.00 per share. Our January 2024 Follow-on Offering closed on January 29, 2024 . Certain holders of more than 5% of our capital stock (including shares of Class A common stock acquired in the offering) purchased shares of our Class A common stock from the underwriters in the January 2024 Follow-on Offering at the offering price of the shares to the public.
The following table sets forth the number of shares of our Class A common stock purchased and the aggregate cash purchase price paid by each of these stockholders.
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
|
โ
|
โ
|
Shares of Class A
Common Stock
Purchased
|
โ
|
โ
|
Aggregate Cash
Purchase Price
|
|
|
โ
|
โ
|
800,000
|
โ
|
โ
|
|
|
|
โ
|
โ
|
450,000
|
โ
|
โ
|
|
|
|
โ
|
โ
|
300,000
|
โ
|
โ
|
$9,300,000
|
|
|
โ
|
โ
|
161,290
|
โ
|
โ
|
$4,999,990
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
Entities affiliated with
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
Participation in October 2024 Follow-on Public Offering
In October 2024 , we entered into an underwriting agreement ("October 2024 Underwriting Agreement") with J.P. Morgan Securities LLC , Goldman Sachs & Co. LLC , Evercore Group L.L.C. and Cantor Fitzgerald & Co. ., as representatives of the several underwriters, relating to a follow-on underwritten public offering of shares of our Class A common stock ("October 2024 Follow-on Offering"). Pursuant to the October 2024 Underwriting Agreement, we issued and sold an aggregate of 8,214,286 shares of our Class A common stock to the underwriters, including 1,071,428 shares of Class A common stock that we issued and sold pursuant to the exercise in full by the underwriters of their option to purchase additional shares in connection with the October 2024 Follow-on Offering, at a price to the public of $42.00 per share. Our October 2024 Follow-on Offering closed on October 31, 2024 . Certain holders of more than 5% of our capital stock (including shares of Class A common stock acquired in the offering) purchased shares of our Class A common stock from the underwriters in the October 2024 Follow-on Offering at the offering price of the shares to the public.
The following table sets forth the number of shares of our Class A common stock purchased and the aggregate cash purchase price paid by each of these stockholders.
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
|
โ
|
โ
|
Shares of Class A
Common Stock
Purchased
|
โ
|
โ
|
Aggregate Cash
Purchase Price
|
|
|
โ
|
โ
|
119,047
|
โ
|
โ
|
$4,999,974
|
|
|
โ
|
โ
|
238,095
|
โ
|
โ
|
$9,999,990
|
|
T.
|
โ
|
โ
|
475,213
|
โ
|
โ
|
|
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
โ
|
|
(1)
|
Entities affiliated with
|
|
(2)
|
|
|
(3)
|
T.
|
Employment Agreements and Stock Option Grants to Directors and Executive Officers
We have entered into employment agreements with certain of our named executive officers, and granted stock options to our named executive officers and certain of our directors, as more fully described in the sections titled "Executive Compensation" and "Director Compensation."
44
Indemnification
We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the Board, as more fully described in the section titled "Limitations on Liability and Indemnification." With certain exceptions, these agreements provide for indemnification for related expenses including attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding.
Policies and Procedures for Transactions with Related Persons
We maintain a written policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our Board or our Audit Committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 (or, if less, 1% of the average of our total assets at year end for the last two completed fiscal years) and such person would have a direct or indirect interest, must be presented to the Board or our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, the Board or our Audit Committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person's interest in the transaction.
45
HOUSEHOLDING OF PROXY MATERIALS
46
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.
A copy of the Annual Report is available without charge upon written request to: 2000 Sierra Point Parkway , Suite 1200, Brisbane, California 94005, Attention: Corporate Secretary.
47
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
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