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☐ | | | Preliminary Proxy Statement |
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☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
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1. | To elect two Class II directors, each to serve three-year terms through the third annual meeting of stockholders following this meeting and until a successor has been elected and qualified or until earlier resignation or removal. |
2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. |
3. | To approve an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted pursuant to recent amendments to the Delaware General Corporation Law (the “DGCL”). |
| | By Order of the Board of Directors, | |
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| | Jeremy Bender Chief Executive Officer and President | |
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| | Brisbane, California | |
| | April 28, 2023 |
PROPOSAL NO. 1 | | | BOARD’S RECOMMENDATION “FOR ALL NOMINEES” for this Proposal | ||||||
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ELECTION OF DIRECTORS | | ||||||||
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We are asking our stockholders to elect two Class II directors for a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The table below sets forth information with respect to our two nominees standing for election. All of the nominees are currently serving as directors. Additional information about our director nominees and their respective qualifications can be found under the section titled “Proposal No. 1 Election of Directors—Nominees to Our Board of Directors.” | | ||||||||
Name | | | Age | | | Director Since | | ||
Scott Garland | | | 53 | | | August 2021 | | | |
John Josey, Ph.D., M.B.A. | | | 61 | | | September 2020 | | | |
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PROPOSAL NO. 2 | | | BOARD’S RECOMMENDATION “FOR” this Proposal | ||||||
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | ||||||||
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We are asking our stockholders to ratify the audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023. Information regarding fees paid to Ernst & Young LLP during fiscal year 2022 and 2021 can be found under the section titled “Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm—Independent Registered Public Accounting Firm Fees and Services.” | | ||||||||
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PROPOSAL NO. 3 | | | BOARD’S RECOMMENDATION “FOR” this Proposal | ||||||
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APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION | | ||||||||
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We are asking our stockholders to approve the proposed amendment to our Restated Certificate of Incorporation to limit the liability of certain officers of the company as permitted pursuant to recent amendments to the DGCL. Additional information about proposed amendment can be found under the section titled “Proposal No. 3 Approval of an Amendment to Our Restated Certificate of Incorporation.” | |
• | Majority of directors are independent (7 out of 9 current directors) |
• | Board of directors leadership structure where the chairperson and Chief Executive Officer positions are held by two different individuals and the chairperson is an independent director |
• | All committees of the board of directors are composed of independent directors |
• | Board of directors is focused on enhancing diversity and refreshment, evaluating the composition of the board of directors, taking into account the characteristics and qualifications of existing directors, tenure, potential director departures and the Company’s evolving strategic objectives |
• | Comprehensive risk oversight practices, including cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas |
• | Our nominating and corporate governance committee oversees our programs relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters |
• | Independent directors conduct regular executive sessions |
• | Directors maintain open communication and strong working relationships among themselves and have regular access to management |
• | Board of directors has related party transaction standards for any direct or indirect involvement of a director in the company’s business activities |
• | Instructions on how to attend the Annual Meeting are posted at www.virtualshareholdermeeting.com/DAWN2023. |
• | You may log in to the meeting platform beginning at 8:45 a.m. Pacific Time on June 22, 2023. The meeting will begin promptly at 9:00 a.m. Pacific Time. |
• | You will need the 16-digit control number provided in your proxy materials to attend the Annual Meeting at www.virtualshareholdermeeting.com/DAWN2023. |
• | Stockholders of record and beneficial owners as of the Record Date may vote their shares electronically during the Annual Meeting. |
• | If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/DAWN2023, type your question into the “Ask a Question” field, and click “Submit.” If your question is properly submitted during the relevant portion of the meeting agenda, we will respond to your question during the live webcast, subject to time constraints. Questions that are substantially similar may be grouped and answered together to avoid repetition. We reserve the right to exclude questions that are irrelevant to meeting matters, irrelevant to the business of Day One, or derogatory or in bad taste; that relate to pending or threatened litigation; that are personal grievances; or that are otherwise inappropriate (as determined by the chair of the Annual Meeting). |
• | If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/DAWN2023. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will be available on the login page of the virtual meeting website. |
Vote By Internet | | | Vote By Telephone or Internet | | | Vote By Mail |
You may vote via the virtual meeting website-any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/DAWN2023, where stockholders may vote and submit questions during the meeting. The meeting starts at 9:00 a.m. Pacific Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/DAWN2023. | | | You may vote by telephone or through the Internet-in order to do so, please follow the instructions shown on your proxy card. | | | You may vote by mail-if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed, and dated proxy card must be received prior to the Annual Meeting. |
• | delivering to our Secretary by mail a written notice stating that the proxy is revoked; |
• | signing and delivering a proxy bearing a later date; |
• | voting again through the Internet; or |
• | attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy). |
• | an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting; |
• | an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; |
• | reduced disclosure about our executive compensation arrangements; |
• | extended transition periods for complying with new or revised accounting standards; and |
• | exemptions from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangement. |
• | the last day of the fiscal year in which we have total gross revenue of $1.07 billion or more; |
• | the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; |
• | the last day of the fiscal year ending after the fifth anniversary of the completion of our initial public offering; and |
• | the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act. |
• | by our board of directors and nominating and corporate governance committee to assess the current composition of our board of directors and its committees and make recommendations for the qualifications, expertise, and characteristics we should seek in identifying potential new directors; |
• | by our board of directors and nominating and corporate governance committee to identify the strengths and areas of opportunity of each member of our board of directors and to provide insight into how each member of our board of directors can be most valuable; |
• | to improve agenda topics of the board of directors and its committees so that information they receive enables them to effectively address the issues they consider most critical; and |
• | by our nominating and corporate governance committee as part of its annual review of each director’s performance when considering whether to nominate the director for re-election to the board of directors. |
• | selecting and hiring our independent registered public accounting firm; |
• | the qualifications, independence and performance of our independent auditors; |
• | the preparation of the audit committee report to be included in our annual proxy statement; |
• | our compliance with legal and regulatory requirements; |
• | our accounting and financial reporting processes, including our financial statement audits and the integrity of our consolidated financial statements; and |
• | reviewing and approving related-person transactions. |
• | evaluating, recommending, approving and reviewing executive officer compensation arrangements, plans, policies and programs; |
• | evaluating and recommending non-employee director compensation arrangements for determination by our board of directors; |
• | administering our cash-based and equity-based compensation plans; and |
• | overseeing our compliance with regulatory requirements associated with the compensation of directors, officers and employees. |
• | identifying, considering and recommending candidates for membership on our board of directors; |
• | overseeing the process of evaluating the performance of our board of directors; and |
• | advising our board of directors on other corporate governance matters. |
• | Diversity and inclusion. Building a diverse team that functions in an inclusive environment is critical to our success as a global company. We seek to recruit, develop, and retain the most talented people from a diverse candidate pool. Day One is committed to providing an environment of mutual respect where equal employment opportunities are available to all applicants without regard to race, color, religion, sex, pregnancy (including childbirth and related medical conditions), national origin, age, physical and mental disability, marital status, sexual orientation, gender identity, gender expression, genetic information (including characteristics and testing), military and veteran status, and any other characteristic protected by applicable law. Our management team and employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to a code of conduct that sets standards for appropriate behavior and are required to attend biennial training to help prevent, identify, report and stop any type of discrimination and harassment. All recruitment, hiring, development, training, compensation and advancement at our company is based on qualifications, performance, skills and experience without regard to gender, race and ethnicity. |
• | Competitive pay and benefits. Drug development is a complex endeavor which requires deep expertise and experience across a broad array of disciplines. Biotechnology and pharmaceutical companies both large and small compete for a limited number of qualified applicants to fill specialized positions. We monitor our compensation programs closely and provide what we consider to be a very competitive mix of compensation, insurance and wellness benefits for all our employees, as well as participation in our equity and enhanced maternity and paternity programs. To attract qualified applicants, we offer a total rewards |
• | Employee development and training. We focus on attracting, retaining and cultivating talented individuals. We emphasize employee development and training by providing access to a wide range of online and instructor led development and continual learning programs. Employees are encouraged to attend scientific, clinical and technological meetings and conferences and have access to broad resources they need to be successful. |
• | Board of Directors Oversight. Our board of directors recognizes the critical importance of our team and the necessity to ensure a diverse and inclusive work environment. Our board of directors discusses with management issues impacting our employees. |
• | Nominating and Corporate Governance Charter Expansion. The responsibilities of our nominating and corporate governance committee include oversight of our corporate social responsibility programs. |
• | Code of Business Conduct and Ethics Training Compliance. All employees and members of the board of directors are trained in and affirm compliance with our comprehensive Code of Business Conduct and Ethics. |
Total Number of Directors: 9 directors | ||||||||||||
| | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
Gender Identity | ||||||||||||
Directors | | | 3 | | | 5 | | | — | | | 1 |
Demographic Background | ||||||||||||
White | | | 2 | | | 5 | | | — | | | — |
Two or More Races or Ethnicities | | | 1 | | | — | | | — | | | — |
Did Not Disclose Demographic Background | | | 1 |
Name of Director/Nominee | | | Age | | | Position | | | Director Since |
Scott Garland(1) | | | 54 | | | Director | | | August 2021 |
John Josey, Ph.D., M.B.A.(2)(3) | | | 62 | | | Director | | | September 2020 |
(1) | Member of the audit committee. |
(2) | Member of the compensation committee. |
(3) | Member of the nominating and corporate governance committee. |
Name of Director | | | Age | | | Position | | | Director Since |
Class I Directors: | | | | | | | |||
Michael Gladstone(1) | | | 36 | | | Director | | | December 2019 |
Natalie Holles(2)(3) | | | 50 | | | Director | | | February 2021 |
Garry Nicholson(3) | | | 68 | | | Director | | | September 2022 |
Class III Directors: | | | | | | | |||
Jeremy Bender, Ph.D., M.B.A. | | | 51 | | | Director | | | September 2020 |
Daniel Becker, M.D., Ph.D.(2) | | | 48 | | | Director | | | December 2019 |
Saira Ramasastry, M.S., M.Phil.(1) | | | 47 | | | Director | | | March 2021 |
(1) | Member of the audit committee. |
(2) | Member of the compensation committee. |
(3) | Member of the nominating and corporate governance committee. |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1)(4) | | | Total ($) |
Daniel Becker, M.D., Ph.D. | | | 45,500 | | | 280,296 | | | 325,796 |
Scott Garland | | | 47,625 | | | 280,296 | | | 327,921 |
Michael Gladstone | | | 49,625 | | | 280,296 | | | 329,921 |
Julie Grant, M.Phil., M.B.A.(2) | | | 79,000 | | | 280,296 | | | 359,296 |
Natalie Holles | | | 84,000 | | | 280,296 | | | 364,296 |
John Josey, Ph.D., M.B.A. | | | 54,500 | | | 280,296 | | | 334,796 |
Garry Nicholson(3) | | | 30,375 | | | 560,093 | | | 590,468 |
Saira Ramasastry, M.S., M.Phil. | | | 55,250 | | | 280,296 | | | 335,546 |
(1) | The amounts reported represent the grant date fair value of the option awards granted to our non-employee directors in the year ended December 31, 2022 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”). The assumptions used in calculating the grant date fair value of the stock awards reported in the Option Awards column are set forth in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. |
(2) | Ms. Grant has not been nominated for re-election to our board of directors at the Annual Meeting. |
(3) | Mr. Nicholson was appointed to our board of directors in September 2022. |
(4) | For information regarding the number of stock option awards and restricted stock awards held by each non-employee director as of December 31, 2022, see the table below: |
Name | | | Shares Underlying Option Awards Held as of December 31, 2022 | | | Shares Underlying Stock Awards Held as of December 31, 2022 |
Daniel Becker, M.D., Ph.D. | | | 91,700 | | | — |
Scott Garland | | | 76,772 | | | — |
Michael Gladstone | | | 91,700 | | | — |
Julie Grant, M.Phil., M.B.A. | | | 91,700 | | | — |
Natalie Holles | | | 109,000 | | | 57,310 |
John Josey, Ph.D., M.B.A. | | | 92,881 | | | 65,292 |
Name | | | Shares Underlying Option Awards Held as of December 31, 2022 | | | Shares Underlying Stock Awards Held as of December 31, 2022 |
Garry Nicholson | | | 33,900 | | | — |
Saira Ramasastry, M.S., M.Phil. | | | 116,281 | | | 50,485 |
• | Audit committee chair: $15,500; |
• | Audit committee member: $7,750; |
• | Compensation committee chair: $12,000; |
• | Compensation committee member: $6,000; |
• | Nominating and corporate governance committee chair: $10,000; and |
• | Nominating and corporate governance committee member: $5,000. |
• | Board of director chair: $32,500 |
• | Audit committee chair: $20,000; |
• | Audit committee member: $10,000; |
• | Compensation committee chair: $15,000; |
• | Compensation committee member: $7,500; |
• | Nominating and corporate governance committee chair: $10,000; and |
• | Nominating and corporate governance committee member: $5,000. |
| | Fiscal Year Ended | ||||
Fees Billed to Day One | | | 2022 | | | 2021 |
Audit Fees(1) | | | 1,041,800 | | | 1,589,034 |
Audit-Related Fees | | | — | | | — |
Tax Fees | | | — | | | — |
All Other Fees(2) | | | 2,000 | | | — |
Total Fees | | | 1,043,800 | | | 1,589,034 |
(1) | Represents fees for professional services provided in connection with the audit of our financial statements, the review of our quarterly financial statements, registration statements, and audit services provided in connection with other statutory or regulatory filings. Fees for 2022 include services associated with our follow-on public offering, which was completed in June 2022. Fees for 2021 include services associated with our initial public offering, which was completed in May 2021. |
(2) | All other fees represent payment for access to Ernst & Young LLP online publications database. |
• | each of our named executive officers; |
• | each of our directors or director nominees; |
• | all of our directors and executive officers as a group; and |
• | each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of our common stock. |
| | Shares Beneficially Owned | ||||
Name of Beneficial Owner | | | Number (#) | | | Percent (%) |
Directors and Named Executive Officers: | | | | | ||
Jeremy Bender, Ph.D., M.B.A.(1) | | | 2,640,324 | | | 3.5 |
Samuel Blackman, M.D., Ph.D.(2) | | | 2,385,005 | | | 3.2 |
Charles York II, M.B.A.(3) | | | 589,396 | | | * |
Julie Grant, M.Phil., M.B.A.(4) | | | 400,666 | | | * |
John A. Josey, Ph.D., M.B.A.(5) | | | 141,356 | | | * |
Natalie Holles(6) | | | 132,950 | | | * |
Saira Ramasastry, M.S., M.Phil.(7) | | | 128,238 | | | * |
Daniel Becker, M.D., Ph.D.(8) | | | 73,308 | | | * |
Michael Gladstone(9) | | | 68,308 | | | * |
Scott Garland(10) | | | 54,343 | | | * |
Garry Nicholson(11) | | | 22,600 | | | * |
All executive officers and directors as a group (11 persons) | | | 6,636,494 | | | 8.8 |
Over 5% Stockholders: | | | | | ||
AI Day 1 LLC(12) | | | 10,684,638 | | | 14.5 |
FMR LLC(13) | | | 9,002,310 | | | 12.2 |
Entities affiliated with Atlas Venture(14) | | | 7,568,317 | | | 10.3 |
RA Capital Management, L.P(15) | | | 7,040,622 | | | 9.6 |
* | Less than 1% |
(1) | Consists of (i) 1,174,276 shares held directly by Mr. Bender; (ii) 281,574 shares held by The Jeremy Bender 2022 Grantor Retained Annuity Trust, of which Mr. Bender is the trustee; (iii) 281,574 shares held by The Melissa Bender 2022 Grantor Retained Annuity Trust, of which Mr. Bender’s spouse is the trustee; (iv) 894,588 stock options exercisable within 60 days of March 31, 2023; and (v) 8,312 RSUs that may vest and settle within 60 days of March 31, 2023. Certain of the shares held directly are subject to Day One’s right of repurchase if underlying vesting conditions are not met. |
(2) | Consists of (i) 1,233,660 shares held directly by Mr. Blackman; (ii) 1,000,000 shares held by the 2021 Blackman Family Trust LLC, of which Mr. Blackman is the sole manager, and has shared voting and dispositive power with his wife as members; (iii) 148,721 stock options exercisable within 60 days of March 31, 2023; and (iv) 2,624 RSUs that may vest and settle within 60 days of March 31, 2023. |
(3) | Consists of (i) 262,128 shares held directly by Mr. York; (ii) 323,643 stock options exercisable within 60 days of March 31, 2023; and (iii) 3,625 RSUs that may vest and settle within 60 days of March 31, 2023. Certain of the shares held directly are subject to Day One’s right of repurchase if underlying vesting conditions are not met. |
(4) | Consists of (i) 330,000 shares held directly by The Grant Family Delaware Trust, of which Ms. Grant is the trustee; (ii) 2,358 shares held by The Adam and Julie Grant Revocable Trust, of which Ms. Grant and her spouse are co-trustees; and (iii) 68,308 stock options held by Ms. Grant and exercisable within 60 days of March 31, 2023. Ms. Grant has not been nominated for re-election to our board of directors at the Annual Meeting. |
(5) | Consists of (i) 72,292 shares held directly by Mr. Josey; and (ii) 69,064 stock options exercisable within 60 days of March 31, 2023. Certain of the shares held directly are subject to the company’s right of repurchase if underlying vesting conditions are not met. |
(6) | Consists of (i) 57,310 shares held directly by Ms. Holles; and (ii) 75,640 stock options exercisable within 60 days of March 31, 2023. |
(7) | Consists of (i) 50,485 shares held directly by Ms. Ramasastry; and (ii) 77,753 stock options exercisable within 60 days of March 31, 2023. Certain of the shares held directly are subject to the company’s right of repurchase if underlying vesting conditions are not met. |
(8) | Consists of (i) 5,000 shares held directly by Mr. Becker; and (ii) 68,308 stock options exercisable within 60 days of March 31, 2023. |
(9) | Consists of 68,308 stock options exercisable within 60 days of March 31, 2023. Mr. Gladstone is a member of Atlas Venture Life Science Advisors, LLC and, as such, disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. |
(10) | Consists of 54,343 stock options exercisable within 60 days of March 31, 2023. |
(11) | Consists of 22,600 stock options exercisable within 60 days of March 31, 2023. |
(12) | As reported in a statement on Schedule 13D filed with the SEC on June 21, 2022 by AI Day1 LLC (“AI Day1”) and its affiliates and a Form 4 filed on January 20, 2022. Represents shares held by AI Day1 and may be deemed to be beneficially owned by Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”) and Len Blavatnik because AIH indirectly controls all of the outstanding voting interests in AI Day 1 LLC, AIM controls AIH and Mr. Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH. The business address and principal executive offices of each of AI Day1, AIH, AIM and Mr. Blavatnik is c/o Access Industries, Inc., 40 West 57th Street, 28th Fl., New York, NY 10019. |
(13) | As reported in a statement on Schedule 13G filed with the SEC on February 9, 2023 by Fidelity Institutional Asset Management LLC (“FIAM LLC”) and its affiliates, 9,002,310 shares of our common stock beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies. The business address and principal executive offices of FIAM LLC is 245 Summer Street, Boston, MA 02210. |
(14) | As reported in a statement on Schedule 13G/A filed with the SEC on February 14, 2023. Of the total shares beneficially owned, (i) Atlas Venture Fund XI, L.P. (“Atlas XI”) holds 6,008,534 shares directly, (ii) Atlas Venture Opportunity Fund I, L.P. (“AVO I”) holds 793,116 shares directly and (iii) Atlas Venture Opportunity Fund II, L.P (“AVO II”) holds 766,667 shares directly. |
(15) | As reported in a statement on Schedule 13G/A filed with the SEC on February 14, 2023 by RA Capital Management, L.P. (“RA Capital”) and its affiliates. Consists of 6,480,961 shares of common stock held by RA Capital Healthcare Fund, L.P. (the “Fund”) and 559,661 shares of common stock held by RA Capital Nexus Fund, L.P. (the “Nexus Fund”). RA Capital Healthcare Fund GP, LLC is the general partner of the Fund and RA Capital Nexus Fund GP, LLC is the general partner of the Nexus Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Nexus Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any securities of the company held by the Fund and the Nexus Fund. The Fund and the Nexus Fund have delegated to RA Capital the sole power to vote and the sole power to dispose of the common stock of the company held in the Fund and the Nexus Fund. Because the Fund and the Nexus Fund have divested themselves of voting and investment power over the reported securities they hold and may not revoke that delegation on less than 61 days’ notice, the Fund and the Nexus Fund disclaim beneficial ownership of the securities they hold for purposes of Section 13(d) of the Exchange Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any securities of the company beneficially owned by RA Capital. The business address and principal executive offices of the each of RA Capital, the Fund, the Nexus Fund, Dr. Kolchinsky and Mr. Shah is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston, MA 02116. |
Name | | | Age | | | Position(s) |
Executive Officers: | | | | | ||
Jeremy Bender, Ph.D., M.B.A. | | | 51 | | | Chief Executive Officer, President and Director |
Charles York II, M.B.A. | | | 46 | | | Chief Operating Officer, Chief Financial Officer and Secretary |
Samuel Blackman, M.D., Ph.D. | | | 54 | | | Chief Medical Officer and Co-Founder |
• | Jeremy Bender, our Chief Executive Officer and President; |
• | Charles York II, our Chief Operating Officer, Chief Financial Officer and Secretary; and |
• | Samuel Blackman, our co-founder and Chief Medical Officer. |
Name and Principal Position | | | Fiscal Year | | | Salary ($) | | | Bonus | | | Option Awards(1) | | | Stock Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | Total ($) |
Jeremy Bender(4) Chief Executive Officer and President | | | 2022 | | | 610,000 | | | — | | | 3,361,436 | | | 812,820 | | | 290,000 | | | 5,074,256 |
| 2021 | | | 523,021 | | | — | | | 13,756,228 | | | 5,168,061 | | | 313,800 | | | 19,761,110 | ||
Charles York II Chief Operating Officer and Chief Financial Officer | | | 2022 | | | 495,000 | | | — | | | 1,278,531 | | | 313,720 | | | 220,000 | | | 2,307,251 |
| 2021 | | | 396,042 | | | 100,000(5) | | | 4,670,232 | | | 2,534,266 | | | 218,300 | | | 7,918,840 | ||
Samuel Blackman Co-Founder and Chief Medical Officer | | | 2022 | | | 470,000 | | | — | | | 1,143,057 | | | 270,940 | | | 181,000 | | | 2,064,997 |
| 2021 | | | 422,568 | | | — | | | 1,815,322 | | | 493,000 | | | 205,000 | | | 2,935,890 |
(1) | The amounts reported in the Option Awards column represent the aggregate grant date fair value of the stock options awarded to the named executive officer during the years ended December 31, 2022 and 2021, respectively, calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 9 to the audited consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2022. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the named executive officer from the awards. |
(2) | The amounts reported in the Stock Awards column represents the aggregate grant date fair value of incentive shares granted under our Incentive Share Plan to the named executive officers during the years ended December 31, 2022 and 2021, respectively, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the awards reported in the Equity Awards columns are set forth in Note 9 to our audited consolidated financial statements included elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2022. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the named executive officer from the awards. |
(3) | Amounts represent cash bonus amounts for fiscal year 2022 and 2021, as applicable, awarded to our named executed officers, which are awarded based on achievement of pre-determined corporate performance goals and individual achievement. |
(4) | Dr. Bender is also a member of our board of directors but does not receive any additional compensation in his capacity as a director. |
(5) | This amount represents a sign-on bonus paid to Mr. York in connection with the commencement of his employment pursuant to an offer letter we entered into with Mr. York. |
| | Option Awards(1) | | | Stock Awards | ||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of shares or units of stock that have not vested (#) | | | Market value of shares or units of stock that have not vested (#)(4) |
Jeremy Bender | | | 01/18/2022 | | | 90,973 | | | 306,027 | | | 14.26 | | | 1/18/2032 | | | — | | | — |
| 05/26/2021 | | | 14,698 | | | 12,452 | | | 16.00 | | | 5/26/2031 | | | — | | | — | ||
| 05/26/2021 | | | 128,446 | | | 179,838 | | | 16.00 | | | 5/26/2031 | | | — | | | — | ||
| 05/26/2021 | | | 446,376 | | | 681,324 | | | 16.00 | | | 5/26/2031 | | | — | | | — | ||
| 01/18/2022(2) | | | — | | | — | | | — | | | — | | | 42,752 | | | 920,023 | ||
| 04/06/2021(3) | | | — | | | — | | | — | | | — | | | 190,820 | | | 4,106,446 | ||
| 10/06/2020(3) | | | — | | | — | | | — | | | — | | | 657,007 | | | 14,138,791 | ||
Charles York | | | 01/18/2022 | | | 34,598 | | | 116,402 | | | 14.26 | | | 1/18/2032 | | | — | | | — |
| 05/26/2021 | | | 108,781 | | | 128,586 | | | 16.00 | | | 5/26/2031 | | | — | | | — | ||
| 05/26/2021 | | | 103,033 | | | 157,267 | | | 16.00 | | | 5/26/2031 | | | — | | | — | ||
| 01/18/2022(2) | | | — | | | — | | | — | | | — | | | 16,500 | | | 355,080 | ||
| 02/25/2021(3) | | | — | | | — | | | — | | | — | | | 182,850 | | | 3,934,932 | ||
Samuel Blackman | | | 01/18/2022 | | | 30,932 | | | 104,068 | | | 14.26 | | | 1/18/2032 | | | — | | | — |
| 05/26/2021 | | | 24,229 | | | 33,938 | | | 16.00 | | | 5/26/2031 | | | — | | | — | ||
| 05/26/2021 | | | 53,395 | | | 81,505 | | | 16.00 | | | 5/26/2031 | | | — | | | — | ||
| 01/18/2022(2) | | | — | | | — | | | — | | | — | | | 14,252 | | | 306,703 | ||
| 04/06/2021(3) | | | — | | | — | | | — | | | — | | | 36,008 | | | 774,892 |
(1) | These columns reflect options awarded to our named executive officers. All options were granted pursuant to our 2021 Equity Incentive Plan. |
(2) | Reflects shares underlying RSU awards: 1/16th of the shares subject to the RSU shall vest on each February 15, May 15, August 15 and November 15 until the shares subject to the RSU are fully vested or vesting terminates pursuant to the terms of our 2021 Equity Incentive Plan. |
(3) | Reflects unvested common stock received by our named executive officers upon the conversion of incentive shares awarded to our named executive officers prior to our initial public offering pursuant to our Incentive Share Plan (the “Incentive Shares”) in connection with our conversion from a limited liability company. |
(4) | Values in this column are calculated using a price per share of $21.52, the closing price of our common stock on December 30, 2022, the last trading day of the fiscal year, as reported on the Nasdaq Global Market. |
• | any breach of the director’s duty of loyalty to us or our stockholders; |
• | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or |
• | any transaction from which the director derived an improper personal benefit. |
Plan category | | | Number of securities to be issued upon exercise of outstanding securities (#) | | | Weighted- average exercise price of outstanding options ($)(1) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) (#) |
Equity compensation plans approved by security holders | | | 9,842,262(2) | | | 16.42 | | | 2,297,931(3) |
Equity compensation plans not approved by security holders(4) | | | 356,400 | | | 21.14 | | | 643,600 |
Total | | | 10,198,662 | | | | | 2,941,531 |
(1) | The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price. |
(2) | Excludes 152,550 performance share options and 99,250 performance share units granted under the 2021 Equity Incentive Plan (the “2021 EIP”) as the achievement of the performance-based metrics of the performance awards was not deemed probable and excludes purchase rights accruing under the 2021 Employee Stock Purchase Plan (“2021 ESPP”). |
(3) | As of December 31, 2022, there were 1,196,175 shares of common stock available for issuance under the 2021 EIP. The number of shares reserved for issuance under our 2021 EIP increased automatically by 3,672,908 on January 1, 2023 and will increase automatically on the first day of January of each of 2023 through 2031 by the number of shares equal to five percent (5%) of the total number of outstanding shares of all classes of the company’s common stock outstanding on each December 31 immediately prior to the date of increase or a lower number approved by our board of directors. As of December 31, 2022, there were 1,101,756 shares of common stock available for issuance under the 2021 ESPP. The number of shares reserved for issuance under our 2021 ESPP increased automatically by 734,581 shares on January 1, 2023 and will increase automatically on the first day of January of each year during the term of the 2021 ESPP by the number of shares equal to 1% of the total outstanding shares of our common stock as of the immediately preceding December 31 or a lower number approved by our board of directors. |
(4) | Represents shares subject to our 2022 Equity Inducement Plan. |
Name of stockholder | | | Number of Series B redeemable convertible preferred shares | | | Total purchase price ($) |
Canaan XI L.P.(1) | | | 148,279 | | | 1,999,996 |
Atlas Venture Opportunity Fund I, L.P.(2) | | | 741,396 | | | 9,999,981 |
AI Day1 LLC(3) | | | 741,396 | | | 9,999,981 |
Affiliates of RA Capital(4) | | | 2,965,588 | | | 39,999,987 |
(1) | Julie Grant is a member of our board of directors and is a non-managing member of Canaan Partners XI LLC, the general partner of Canaan XI LP. |
(2) | Michael Gladstone is a member of our board of directors and is a member of Atlas Venture Life Science Advisors, LLC, which is the manager of Atlas Venture Opportunity Fund I, LP. |
(3) | Dan Becker is a member of our board of directors and is a Managing Director at Access Industries, Inc., an affiliate of Access Industries Management LLC, which controls AI Day1 LLC. |
(4) | Consists of 2,520,751 shares of Series B preferred shares purchased by RA Capital Healthcare Fund, L.P. and 444,837 shares of Series B preferred shares purchased by RA Capital Nexus Fund II, L.P. Derek DiRocco is a former member of our board of directors and is a partner at RA Capital Management, L.P., the managing partner of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund II, L.P. |
Name of stockholder | | | Number of shares of common stock (#) | | | Total purchase price ($) |
Canaan XI L.P. | | | 13,000 | | | 208,000 |
AI Day1 LLC | | | 875,000 | | | 14,000,000 |
Atlas Venture | | | 500,000 | | | 8,000,000 |
Affiliates of RA Capital | | | 2,000,000 | | | 32,000,000 |
| | By: | | | ||
| | Name: | | | Charles N. York II | |
| | Title: | | | Chief Financial Officer |