DEF 14A

Bahram Valamehr, Ph.D., MBA

President, Chief Executive Officer, Chief
Research and Development Officer and Director

Cindy R. Tahl, J.D.

Chief Legal & Compliance Officer and
Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Fate Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

12278 Scripps Summit Drive

San Diego, CA 92131

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 29, 2025

Dear Stockholder,

You are invited to attend the 2025 Annual Meeting of Stockholders of Fate Therapeutics, Inc. (the “Company” or “our,” and the meeting, the “Annual Meeting”). The Annual Meeting will be held on Thursday, May 29, 2025, at 9:00 a.m. Pacific Time, at the offices of Fate Therapeutics, Inc., 12278 Scripps Summit Drive, San Diego, California, 92131.

The Annual Meeting will be held for the following purposes:

To elect three Class III directors, as nominated by the Company’s Board of Directors (the “Board of Directors”), to hold office until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;

To conduct a non-binding advisory vote to approve the compensation of our named executive officers;

To conduct a non-binding advisory vote on the frequency of future non-binding advisory votes to approve the compensation of our named executive officers;

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 250,000,000 to 350,000,000;

To approve the amendment and restatement of the Company’s 2022 Stock Option and Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder; and

To approve the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve any of the above proposals; and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

With respect to the election of the Class III directors, Timothy P. Coughlin will not stand for re-election to the Board of Directors at the Annual Meeting. Mr. Coughlin has served on our Board of Directors since 2013, and the Board of Directors thanks him for his years of service.

The above items of business are more fully described in the Proxy Statement accompanying this Notice.

Proposal 1 relates solely to the election of three Class III directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including without limitation, the election of directors nominated by any stockholder of the Company.

The Board of Directors has fixed the close of business on Tuesday, April 1, 2025, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, or at any adjournments of the Annual Meeting.

In order to ensure your representation at the Annual Meeting, you are requested to submit your proxy as instructed in the Important Notice Regarding the Availability of Proxy Materials that you received in the mail. You may also request a paper proxy card at any time before May 19, 2025 to submit your vote by mail. If you attend the Annual Meeting and file with the Secretary of the Company an instrument revoking your proxy or a duly executed proxy bearing a later date, your proxy will not be used.

All stockholders are cordially invited to attend the Annual Meeting.

By Order of the Board of Directors

Fate Therapeutics, Inc.

/s/ Bahram Valamehr

Bahram Valamehr

President and Chief Executive Officer

San Diego, California

April 17, 2025

Your vote is important, whether or not you expect to attend the Annual Meeting. You are urged to vote either via the Internet or telephone, as instructed in the Important Notice Regarding the Availability of Proxy Materials that you received in the mail. Voting promptly will help avoid the additional expense of further solicitation to assure a quorum at the meeting.

TABLE OF CONTENTS


PROXY STATEMENT			1
PROPOSAL 1—ELECTION OF DIRECTORS			6
PROPOSAL 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
PROPOSAL 3—NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			25
PROPOSAL 4—NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUIVE OFFICERS			27
PROPOSAL 5—APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK			28
PROPOSAL 6—APPROVAL OF AMENDMENT AND RESTATEMENT OF OUR 2022 STOCK OPTION AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER			30
PROPOSAL 7—TO APPROVE THE ADJOURNMENT OF THE ANNUAL MEETING TO THE EXTENT THERE ARE INSUFFICIENT VOTES AT THE ANNUAL MEETING TO APPROVE ANY OF THE ABOVE PROPOSALS			41
EXECUTIVE OFFICERS			42
EXECUTIVE COMPENSATION			43
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			60
AUDIT COMMITTEE REPORT			63
HOUSEHOLDING OF PROXY MATERIALS			64
OTHER MATTERS			65
ANNEX A CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FATE THERAPEUTICS, INC.			A-1
ANNEX B FATE THERAPEUTICS, INC. AMENDED AND RESTATED 2022 STOCK OPTION AND INCENTIVE PLAN			B-1

FATE THERAPEUTICS, INC.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

May 29, 2025

INFORMATION CONCERNING SOLICITATION AND VOTING

General

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies for use prior to or at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Fate Therapeutics, Inc. (the “Company”), a Delaware corporation, to be held at 9:00 a.m. Pacific Time on Thursday, May 29, 2025, at the offices of Fate Therapeutics, Inc., 12278 Scripps Summit Drive, San Diego, California, 92131, and at any adjournments or postponements thereof for the following purposes:

•

To elect three Class III directors, as nominated by the Company’s Board of Directors (“Board of Directors” or “Board”), to hold office until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

•

To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;

•

To conduct a non-binding advisory vote to approve the compensation of our named executive officers;

•

To conduct a non-binding advisory vote on the frequency of future non-binding advisory votes to approve the compensation of our named executive officers;

•

To approve a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 250,000,000 to 350,000,000;

•

To approve a proposal to amend and restate the Company’s 2022 Stock Option and Incentive Plan (the “2022 Plan”) to increase the number of shares of common stock reserved for issuance thereunder;

•

To approve the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve any of the above proposals; and

•

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

On or about April 17, 2025, we intend to mail to all stockholders entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our 2024 Annual Report on Form 10-K (“Annual Report”).

Solicitation

This solicitation is made on behalf of the Board of Directors. We will bear the costs of preparing, mailing, online processing and other costs of the proxy solicitation made by our Board of Directors. Certain of our officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations. Such solicitations may be made by telephone, email or personal solicitation. No additional compensation will be paid to such officers, directors or regular employees for such services. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in sending proxy materials to stockholders.

Important Notice Regarding the Availability of Proxy Materials

In accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, the Company may furnish proxy materials via the internet. Accordingly, all of the Company’s stockholders will receive a Notice, to be mailed on or about April 17, 2025.

On the date of mailing the Notice, stockholders will be able to access all of the proxy materials on the website at www.proxydocs.com/FATE. The proxy materials will be available free of charge. The Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials (including the Annual Report) over the internet or through other methods specified on the website. The website contains instructions as to how to vote by internet or over the telephone. The Notice also instructs you as to how you may request a paper or email copy of the proxy card. If you received a Notice and would like to receive printed copies of the proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Voting Rights and Outstanding Shares

Only holders of record of the Company’s common stock as of the close of business on April 1, 2025, are entitled to receive notice of, and to vote at, the Annual Meeting. Each holder of our common stock will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. At the close of business on April 1, 2025, there were 114,603,910 shares of our common stock issued and outstanding.

A quorum of stockholders is necessary to take action at the Annual Meeting. Stockholders representing a majority of our common stock issued, outstanding and entitled to vote on any matter (present at the Annual Meeting or represented by proxy) will constitute a quorum. We will appoint an inspector of elections for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or at the Annual Meeting. Abstentions, withheld votes and broker non-votes (which occur when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular matter because such broker, bank or other nominee does not have discretionary authority to vote on that matter and has not received voting instructions from the beneficial owner) are counted as present for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting.

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to New York Stock Exchange rules may use their discretion to vote your “uninstructed” shares on matters considered to be “routine” under New York Stock Exchange rules but not with respect to “non-routine” matters. Proposals 1, 3, 4, 6 and 7 are considered to be “non-routine” such that your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposals 2 and 5 are considered to be “routine” and thus if you do not return voting instructions to your broker, your shares may be voted by your broker in its discretion on Proposals 2 and 5.

Votes Required for Each Proposal

The vote required and method of calculation for the proposals to be considered at the Annual Meeting are as follows:

Proposal One—Election of Directors. If a quorum is present, the three director nominees receiving the highest number of affirmative votes properly cast, submitted in person or by proxy, will be elected as directors. You may vote “FOR” one or more nominees or “WITHHOLD” from one or more nominees by specifying your vote for each nominee on your proxy card. This proposal is not considered to be a “routine” item under the rules of the New York Stock Exchange, so if you do not instruct your broker how to vote with respect to this proposal, your

broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors. Our charter and our bylaws do not provide for cumulative voting in the election of directors.

Proposal Two—Approval of the Ratification of Ernst & Young LLP as the Independent Registered Public Accounting Firm. Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter, your shares will not be counted as “votes cast” with respect to such matter, and the abstention will have no effect on the proposal. This proposal is considered to be a “routine” item under the rules of the New York Stock Exchange, and your broker will be able to vote on this proposal even if it does not receive instructions from you. Accordingly, we do not anticipate that there will be any broker non-votes on this proposal; however, any broker non-votes will have no effect on the proposal.

Proposal Three—Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers. Approval of this non-binding advisory proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter, your shares will not be counted as “votes cast” with respect to such matter and therefore an abstention will have no effect on the proposal. This proposal is not considered to be a “routine” item under the rules of the New York Stock Exchange, which are also applicable to Nasdaq-listed companies, brokers, banks and other securities intermediaries that are subject to New York Stock Exchange rules, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the outcome of this proposal.

Proposal Four—Non-Binding Advisory Vote on the Frequency of Future Non-Binding Votes to Approve the Compensation of Our Named Executive Officers. The frequency of “one year,” “two years” or “three years” that receives the highest number of affirmative votes properly cast on this proposal will be deemed the preferred frequency with which we hold a non-binding, advisory vote on the compensation of our named executive officers. You may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on this proposal. This proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal Five—Amendment of Our Amended and Restated Certificate of Incorporation to Increase the Authorized Shares of Common Stock. Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. Abstentions are considered shares present and entitled to vote on this proposal and therefor an abstention will have the same effect as a vote “AGAINST” this proposal. This proposal is considered to be a “routine” item under the rules of the New York Stock Exchange, and your broker will be able to vote on this proposal even if it does not receive instructions from you. Accordingly, we do not anticipate that there will be any broker non-votes on this proposal; however, any broker non-votes will have the same effect as a vote “AGAINST” this proposal.

Proposal Six—Approval of Amendment and Restatement of Our 2022 Stock Option and Incentive Plan to Increase the Number of Shares of Common Stock Reserved for Issuance Thereunder. Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter, your shares will not be counted as “votes cast” with respect to such matter and therefore an abstention will have no effect on the proposal. This proposal is not considered to be a “routine” item under the rules of the New York Stock Exchange, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the outcome of this proposal.

Proposal Seven—Approval of the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve any of the above proposals. Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against such matter. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this matter, your shares will not be counted as “votes cast” with respect to such matter and therefore an abstention will have no effect on the proposal. This proposal is not considered to be a “routine” item under the rules of the New York Stock Exchange, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker “non-votes.” Broker non-votes will have no effect on the outcome of this proposal.

We request that you vote your shares by proxy following the methods as instructed by the Notice: over the Internet, by telephone or by mail. If you choose to vote by mail, your shares will be voted in accordance with your voting instructions if the proxy card is received prior to or at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, your shares will be voted FOR (i) the election of each of the Company’s three (3) nominees as Class III directors; (ii) the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025; (iii) the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; (iv) the amendment of our certificate of incorporation to increase the authorized shares of common stock; (v) the approval of an amendment and restatement of the Fate Therapeutics, Inc. 2022 Stock Option and Incentive Plan to increase the number of shares reserved for issuance under the 2022 Plan by 7,000,000 shares; (vi) the approval of the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve any of the above proposals and (vii) as the proxy holder deems advisable, in his or her discretion, on other matters that may properly come before the Annual Meeting.

Voting by Proxy over the Internet or by Telephone

Stockholders whose shares are registered in their own names may vote by proxy by mail, over the Internet or by telephone. Instructions for voting by proxy over the Internet or by telephone are set forth on the Notice. The Internet and telephone voting facilities will close at 11:59 p.m. Pacific Time on Wednesday, May 28, 2025. The Notice will also provide instructions on how you can elect to receive future proxy materials electronically or in printed form by mail. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive proxy materials electronically or in printed form by mail will remain in effect until you terminate such election.

If your shares are held in street name, the voting instruction form sent to you by your broker, bank or other nominee should indicate whether the institution has a process for beneficial holders to provide voting instructions over the Internet or by telephone. A number of banks and brokerage firms participate in a program that also permits stockholders whose shares are held in street name to direct their vote over the Internet or by telephone. If your bank or brokerage firm gives you this opportunity, the voting instructions from the bank or brokerage firm that accompany this Proxy Statement will tell you how to use the Internet or telephone to direct the vote of shares held in your account. If your voting instruction form does not include Internet or telephone information, please complete and return the voting instruction form in the self-addressed, postage-paid envelope provided by your broker. Stockholders who vote by proxy over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers.

Revocability of Proxies

Any proxy may be revoked at any time before it is exercised by filing an instrument revoking it with the Company’s Secretary or by submitting a duly executed proxy bearing a later date than such proxy prior to the time of the Annual Meeting. Stockholders who have voted by proxy over the Internet or by telephone or have

executed and returned a proxy and who then attend the Annual Meeting and desire to vote in person are requested to notify the Secretary in writing prior to the time of the Annual Meeting. We request that all such written notices of revocation to the Company be addressed to Cindy R. Tahl, Secretary, c/o Fate Therapeutics, Inc., at the address of our principal executive offices at 12278 Scripps Summit Drive, San Diego, CA 92131. Our telephone number is (858) 875-1800. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone.

Voting Results

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

Stockholder Proposals to be Presented at the Next Annual Meeting

Any stockholder who meets the requirements of the proxy rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may submit proposals to the Board of Directors to be presented at the 2026 annual meeting. Such proposals must comply with the requirements of Rule 14a-8 under the Exchange Act and be submitted in writing by notice delivered or mailed by first-class United States mail, postage prepaid, to our Secretary at our principal executive offices at the address set forth above no later than December 17, 2025 in order to be considered for inclusion in the proxy materials to be disseminated by the Board of Directors for such annual meeting. If the date of the 2026 annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC. A proposal submitted outside the requirements of Rule 14a-8 under the Exchange Act will be considered untimely if received after March 8, 2026.

Our Amended and Restated Bylaws (“Bylaws”) also provide for separate notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting. To be considered timely under these provisions, the stockholder’s notice must be received by our Secretary at our principal executive offices at the address set forth above no earlier than January 29, 2026 and no later than February 28, 2026. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice.

In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, 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(b) under the Exchange Act. Stockholder proposals and the required notice submitted by mail should be addressed to our Secretary at our principal executive offices at the address set forth above.

The Board of Directors, a designated committee thereof or the chairman of the meeting may refuse to acknowledge the introduction of any stockholder proposal if it is not made in compliance with the applicable notice provisions.

PROPOSAL 1

ELECTION OF DIRECTORS

General

Our Board of Directors is currently comprised of ten members. Our certificate of incorporation provides for a Board of Directors that is divided into three classes. The term for each class is three years, staggered over time. This year, the term of the directors in Class III expires. Each of our current Class III directors except for Mr. Timothy P. Coughlin will stand for re-election at the Annual Meeting. Our Board of Directors has nominated Drs. Shefali Agarwal and Bahram Valamehr and Mr. Matthew C. Abernethy to serve as Class III directors at the Annual Meeting. Each of these nominees has indicated his or her willingness to serve, or continue to serve, as applicable, on our Board of Directors, if elected. If each of the Class III director nominees is elected at the Annual Meeting, the composition of our Board of Directors will be as follows: Class I—Drs. Robert S. Epstein, John D. Mendlein, and Karin Jooss; Class II—Drs. William H. Rastetter, Neelufar Mozaffarian and Yuan Xu, and Mr. Michael Lee; and Class III—Drs. Shefali Agarwal and Bahram Valamehr, and Mr. Matthew C. Abernethy.

In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the nominees designated below to serve until the 2028 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified Each nominee, with the exception of Mr. Abernethy, is currently a director. The Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors.

Mr. Timothy P. Coughlin will not stand for re-election as a director at the Annual Meeting. This decision was made in consultation with Mr. Coughlin and was not due to any performance issues or any disagreement relating to our operations, policies, or practices. We would like to thank Mr. Coughlin for his years of service on our Board of Directors. With Mr. Coughlin’s departure, a non-management director recommended the election of Matthew C. Abernethy, and the Nominating and Corporate Governance Committee and the Board of Directors have approved Mr. Abernethy as nominee and are recommending his election at the Annual Meeting.

The biographies of our current directors and nominee for director and their ages as of April 1, 2025, are set forth below.


Name	Age		Position
Bahram Valamehr, Ph.D., MBA		48	President, Chief Executive Officer, and Director
William H. Rastetter, Ph.D.(1)		76	Chairman of the Board of Directors
John D. Mendlein, Ph.D., J.D.		65	Vice Chairman of the Board of Directors
Timothy P. Coughlin(1)(4)		58	Director
Robert S. Epstein, M.D., M.S.(1)(2)(3)		69	Director
Neelufar Mozaffarian, M.D., Ph.D., FACR(3)		57	Director
Michael Lee		46	Director
Karin Jooss, Ph.D.(2)		60	Director
Dr. Shefali Agarwal(3)		51	Director
Yuan Xu, Ph.D.(2)		57	Director
Matthew C. Abernethy		45	Director Nominee

(1)	Member of the Audit Committee of the Board of Directors (the “Audit Committee”).

(2)	Member of the Compensation Committee of the Board of Directors (the “Compensation Committee”).

(3)	Member of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”).

(4)	Mr. Timothy P. Coughlin is not standing for re-election at our Annual Meeting.

Nominees for Director

Class III:

The Board of Directors recommends that you vote FOR the following nominees.

The persons listed below are nominated for election to Class III of the Board of Directors to serve a three-year term ending at the 2028 Annual Meeting of Stockholders and until their successors are elected and qualified.

Dr. Bahram Valamehr has served as our President, Chief Executive Officer and a director since January 2025. From August 2024 to December 2024, Dr. Valamehr served as our President of Research and Development. Prior to that and from March 2021 to August 2024, Dr. Valamehr served as our Chief Research and Development Officer, overseeing all of our research and development activities. From January 2010 to March 2021, Dr. Valamehr served in roles of increasing responsibility with the Company, most recently from August 2018 to March 2021 as our Chief Development Officer, where he oversaw our early development activities including “off-the-shelf” cell therapy product candidates derived from our induced pluripotent stem cell platform. Prior to that, Dr. Valamehr played key scientific roles at Amgen Inc., the Center for Cell Control, and the Broad Stem Cell Research Center developing novel methods to control pluripotency, to modulate stem cell fate including hematopoiesis and to better understand cellular signaling pathways associated with cancer. Dr. Valamehr received his Ph.D. in molecular and medical pharmacology from the University of California, Los Angeles, his M.B.A. from Pepperdine University, and his B.S. in biochemistry from the University of California, Los Angeles.

The Board of Directors has determined that Dr. Valamehr is qualified to serve on our Board of Directors due to his extensive leadership and scientific experience in the biotechnology industry. In addition, Dr. Valamehr’s day-to-day management and intimate knowledge of our business and operations provide our Board of Directors with an in-depth understanding of the Company.

Dr. Shefali Agarwal has served as a director since July 2019. Since January 2025, Dr. Agarwal has served as Chief Executive Officer of Sironax, a private biopharmaceutical company with operations in the U.S. and China. Dr. Agarwal previously served on the board of directors of Gritstone Bio, Inc. (“Gritstone”) (formerly Gritstone Oncology, Inc.), a clinical-stage biotechnology company that focused on developing cancer and infectious disease immunotherapies, from June 2021 to December 2024. Dr. Agarwal previously served as the President and Chief Executive Officer of Valerio Therapeutics S.A. (formerly Onxeo S.A.) (“Valerio”), a clinical stage biotechnology company developing drugs targeting DNA Damage Response, from April 2022 to November 2024, and Chair of the board of directors from June 2021 to November 2024. Prior to her appointment as President and Chief Executive Officer of Valerio in April 2022, Dr. Agarwal was the Executive Vice President, Chief Medical and Development Officer of Epizyme, Inc. (“Epizyme”), a clinical-stage company developing novel epigenetic therapies for cancer and other serious diseases, where she led the global clinical development and regulatory strategy for tazemetostat for the treatment of cancer from July 2018 to April 2022, and continues to serve as a senior medical advisor and interim Chief Medical and Development Officer. Prior to joining Epizyme in July 2018, Dr. Agarwal served as Chief Medical Officer at SQZ Biotech Inc. between July 2017 and May 2018, where she built and led the clinical development organization, which included clinical research operations and regulatory functions. Dr. Agarwal has also held senior leadership positions at Curis, Inc. from July 2016 to July 2017, where she oversaw the Phase 2 study of its dual HDAC/PI3K inhibitor in diffuse large B-cell lymphoma, and at Tesaro, Inc. from July 2013 to February 2017, where she served as the clinical lead for the New Drug Application and the European Medicines Agency regulatory submissions and supported the commercial launch of ZEJULA^® (niraparib) in ovarian cancer. She has also held positions at Covidien plc (acquired by Medtronic, Inc.), AVEO Oncology and Pfizer, and led clinical research in the Department of Anesthesiology and Critical Care Medicine at Johns Hopkins University. Dr. Agarwal received her master’s degree in public health from Johns Hopkins University, her M.S. in business from the University of Baltimore, and her medical degree (M.B.B.S.) from Karnataka University.

The Board of Directors has determined that Dr. Agarwal is qualified to serve on our Board of Directors due to her extensive experience in the biotechnology industry.

Matthew C. Abernethy has been Chief Financial Officer of Neurocrine Biosciences, Inc. (“Neurocrine”) (Nasdaq: NBIX), a leading neuroscience-focused biopharmaceutical company, since November 2017. At Neurocrine he is responsible for leading corporate finance activities, commercial supply chain operations, information technology, investor relations, facilities, and European operations. Mr. Abernethy has over 15 years of experience working in biotechnology and medical device companies in roles in both finance and investor relations. He joined Neurocrine from Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a leading global medical technology leader, where he held various positions from February 2009 to November 2017, including most recently as Vice President, Investor Relations, and as Treasurer and Vice President of Finance for the Orthopedics Businesses. He began his career with KPMG LLP and became a certified public accountant (inactive). Mr. Abernethy earned his B.S. in Accounting and Business Administration from Grace College and an MBA from the University of Chicago.

The Board of Directors has determined that Mr. Abernethy is qualified to serve on our Board of Directors due to his background in financial and accounting matters for public companies and his extensive experience as a chief financial officer of a public biotechnology company.

Class III Director Not Standing for Election at the Annual Meeting

Timothy P. Coughlin has served as a director since August 2013. Mr. Coughlin is the former Chief Financial Officer of Neurocrine, where he served from 2002 to 2018. Mr. Coughlin has served on the board of directors of aTyr Pharma, Inc. (Nasdaq: ATYR) since April 2017 and as its Chairman of the board of directors since 2024. Mr. Coughlin has also served on the board of Travere Therapeutics, Inc. (Nasdaq: TVTX) since 2015, and previously served on the board of directors of Peloton Therapeutics, Inc. prior to its sale to Merck in 2019. Prior to joining Neurocrine, he was with Catholic Health Initiatives, a nationwide integrated healthcare delivery system, where he served as Vice President of Financial Services. Mr. Coughlin also served as a Senior Manager in the Health Sciences practice of Ernst & Young LLP and its predecessors from 1989 to 1999. Mr. Coughlin holds a master’s degree in international business from San Diego State University and a bachelor’s degree in accounting from Temple University. Mr. Coughlin is a certified public accountant in both California and Pennsylvania.

The Board of Directors has determined that Mr. Coughlin is qualified to serve on our Board of Directors due to his extensive background in financial and accounting matters for public companies and his leadership experience in the biotechnology industry, including his tenure at Neurocrine.

Class I: Currently Serving Until the 2026 Annual Meeting

Robert S. Epstein, M.D., M.S. has served as a director since March 2014. Dr. Epstein is an epidemiologist and strategic consultant to life sciences companies and has served as a member of the board of directors of Veracyte, Inc. (Nasdaq: VCYT), a molecular diagnostic company, since January 2015 and as chairman of the board of directors since May 2023. Dr. Epstein has served as a member of the board of directors of Illumina, Inc. (Nasdaq: ILMN), a life sciences company, since December 2012. Dr. Epstein has served as Chief Executive Officer and President of EpsteinHealth LLC, a privately-held strategic consultancy company servicing private equity, biopharma and diagnostic companies, since June 2013. From August 2010 to April 2012, Dr. Epstein served as President of the Medco-UBC Division and Chief Research and Development Officer of Medco Health Solutions, Inc. (“Medco”), a managed healthcare company. In this role, Dr. Epstein was responsible for all of Medco’s clinical research initiatives, including the Medco Research Consortium and United BioSource Corporation. Dr. Epstein served as Senior Vice President and Chief Medical Officer from 1997 to August 2010 at Medco and was appointed President of the Medco Research Institute in 2009. Before joining the private sector, Dr. Epstein was trained as an epidemiologist and held various positions in public health and academia. He is a past elected President of the International Society of Pharmacoeconomics and Outcomes Research and has served on the

board of directors of the Drug Information Association. In 2008, Dr. Epstein was nominated and elected to the Federal CDC EGAPP (Evaluation of Genomic Applications in Practice & Prevention) Stakeholder Committee, and the AHRQ CERT (Centers for Education and Research on Therapeutics) Committee. Dr. Epstein holds a B.S. and an M.D. from the University of Michigan and an M.S. from the University of Maryland.

The Board of Directors has determined that Dr. Epstein’s extensive operating, commercial, and senior management experience in the biotechnology industry, as well as his expertise in health economics, qualifies him to serve as a member of our Board of Directors.

John D. Mendlein, Ph.D., J.D. has served as our Vice Chairman of the Board of Directors since November 2011 and a director since April 2008, and previously served as the founding Chairman of our Board of Directors and as our Chief Science Officer. Dr. Mendlein has served as an Executive Partner of Flagship Pioneering, an innovation firm, since February 2019. Dr. Mendlein has served as the Chief Executive Officer and a member of the board of directors of Vesalius Therapeutics Inc., a privately-held biotechnology company, since April 2024. Dr. Mendlein previously served on the board of directors of Omega Therapeutics, Inc. (Nasdaq: OMGA), a clinical-stage biotechnology company, from September 2021 to December 2024. Previously, Dr. Mendlein also served as President, Corporate and Product Strategy, of Moderna, Inc. (formerly known as Moderna Therapeutics, Inc.) (“Moderna”), a clinical stage biopharmaceutical company, from January 2018 to February 2019. Dr. Mendlein also served as Chief Executive Officer of aTyr Pharma, Inc. from September 2011 to November 2017, and served as Executive Chairman of its board of directors from July 2010 to December 2015. He also previously held board positions with Axcella Health, Inc., an amino acid biologics company, The BIO (Biotechnology Industry Organization) emerging companies board, Editas Medicine, Inc., a genome editing company, and Moderna. Dr. Mendlein previously served from 2005 to 2008 as the Chief Executive Officer of Adnexus Therapeutics, Inc., a biopharmaceutical company, which was purchased by Bristol-Myers Squibb (“BMY”) in 2008. Dr. Mendlein also served on the board of directors of Monogram Biosciences, Inc., an HIV and oncology diagnostic company that was acquired by Laboratory Corporation of America Holdings in 2009. Before that, he served as Chairman and Chief Executive Officer of Affinium Pharmaceuticals Ltd. (acquired by Debiopharm Group) from 2000 to 2005, and board member, General Counsel and Chief Knowledge Officer at Aurora Bioscience Corporation (acquired by Vertex Pharmaceuticals, Inc.) from August 1996 to September 2001. Dr. Mendlein holds a Ph.D. in physiology and biophysics from the University of California, Los Angeles, a J.D. from the University of California College of the Law, San Francisco and a B.S. in biology from the University of Miami.

The Board of Directors has determined that Dr. Mendlein’s extensive business and leadership experience in the biotechnology industry qualifies him to serve as a member of our Board of Directors.

Karin Jooss, Ph.D. has served as a director since March 2019. From March 2021 to December 2024, Dr. Jooss served as Executive Vice President and Head of R&D at Gritstone. Dr. Jooss previously served as Executive Vice President of Research and Chief Scientific Officer of Gritstone, from April 2016 to March 2021, and also served on the board of directors at Gritstone from April 2016 to December 2024. Prior to Gritstone, from May 2009 to April 2016, Dr. Jooss served as head of cancer immuno-therapeutics in the vaccine immuno-therapeutics department at Pfizer, Inc. (“Pfizer”), a public pharmaceutical company, where she was also a member of the vaccine immuno-therapeutics leadership team and served as head of the immuno-pharmacology team. Prior to joining Pfizer, Dr. Jooss served as Vice President of research at Cell Genesys, Inc. (“Cell Genesys”), from June 2005 to April 2009, and as Senior Director of Research at Cell Genesys from July 2001 to June 2005. She is on the editorial board of Molecular Therapy and the Journal of Gene Medicine and is a member of the Immunology and Educational Committee of the American Society of Gene & Cell Therapy and the Industry Task Force of the Society for Immunotherapy of Cancer. Dr. Jooss received her diploma in theoretical medicine and a Ph.D. in molecular biology and immunology from the University of Marburg in Germany, and performed postgraduate work in gene therapy and immunology at the University of Pennsylvania.

The Board of Directors has determined that Dr. Jooss is qualified to serve on our Board of Directors due to her extensive experience in the biotechnology industry.

Class II: Currently Serving Until the 2027 Annual Meeting

William H. Rastetter, Ph.D. has served as a director on our Board of Directors since November 2011 and as Chairman of our Board of Directors since December 2011. From February 2012 to October 2012, he also served as our interim Chief Executive Officer. He is a Co-Founder of Receptos, Inc., a biopharmaceutical company that is a wholly-owned subsidiary of Celgene, where he served as a director and Chairman of the board of directors from 2009 to 2015, and was Acting Chief Executive Officer from May 2009 to November 2010. Dr. Rastetter is also Founder and has served as Chairman of the board of directors of San Diego Squared, a non-profit corporation focused on workforce development for students from underserved communities in San Diego County, since July 2020. Dr. Rastetter served as the Chairman of Illumina, Inc. (“Illumina”) from 2005 to 2016, and as a director of Illumina from 1998 to 2016. He was a founding director, interim Chief Executive Officer, and Chairman of Grail, Inc. which was acquired by Illumina in 2021. Dr. Rastetter has served as a member of the board of directors of Neurocrine since February 2010, and as the Chairman of the board of directors since May 2011. Dr. Rastetter has served as a director of Regulus Therapeutics, Inc. (Nasdaq: RGLS) since April 2013, and as a member of the board of directors of Daré Bioscience, Inc. (Nasdaq: DARE), previously known as Cerulean Pharma, Inc., since July 2017, and as its Chairman of the board of directors since July 2019. He has also served as an advisor to Illumina Ventures, a genomics focused venture firm, since April 2016. Dr. Rastetter served as a Partner at the venture capital firm Venrock from 2006 to February 2013. Prior to that, Dr. Rastetter was Executive Chairman of Biogen Idec, from the merger of the two companies (Biogen and Idec Pharmaceuticals) in 2003 through the end of 2005. He joined Idec Pharmaceuticals at its founding in 1986 and served as Chairman and Chief Executive Officer. At Idec Pharmaceuticals he was a co-inventor of rituximab, the first monoclonal antibody approved by the FDA for cancer therapy. Prior to Idec Pharmaceuticals, he was director of Corporate Ventures at Genentech, Inc. (“Genentech”) and also served in a scientific capacity at Genentech. Dr. Rastetter held various faculty positions at the Massachusetts Institute of Technology and Harvard University and was an Alfred P. Sloan Fellow. Dr. Rastetter holds a Ph.D. and M.A. in chemistry from Harvard University and an S.B. in chemistry from the Massachusetts Institute of Technology.

The Board of Directors has determined that Dr. Rastetter is qualified to serve on our Board of Directors due to his extensive experience in the biotechnology industry, his broad leadership experience with Idec Pharmaceuticals and on several boards of biotechnology companies, and his experience with financial matters.

Michael Lee has served as a director since July 2018. Mr. Lee has served as Co-Founder and Portfolio Manager at Redmile Group, LLC (“Redmile”) since 2007. Prior to Redmile, Mr. Lee worked as a biotechnology investor at Steeple Capital, and as an analyst at Welch Capital Partners and Prudential Equity Group. Mr. Lee has served on the board of directors of IGM Biosciences, Inc. (Nasdaq: IGMS) since July 2019 and Shattuck Labs, Inc. (Nasdaq: STTK) since June 2020. Mr. Lee holds a B.S. in Molecular and Cellular Biology from the University of Arizona.

The Board of Directors has determined that Mr. Lee’s extensive business and leadership experience in the biotechnology industry qualifies him to serve as a member of our Board of Directors.

Yuan Xu, Ph.D. has served as a director since August 2021. She has served as an independent director on the board of directors of Akero Therapeutics, Inc. (Nasdaq: AKRO) since April 2021, and as an independent director on the board of directors of Xilio Therapeutics, Inc. (Nasdaq: XLO), a biotechnology company, since January 2022. Previously, she served as a board member and Chief Executive Officer of Legend Biotech Co. (Nasdaq: LEGN) from March 2018 to August 2020, playing a leading role in its initial public offering. Dr. Xu’s prior career as a senior executive includes Senior Vice President leading Merck’s Biologics & Vaccines Division from August 2015 to August 2017, as well as leading biopharmaceutical development and manufacturing groups for Gilead, Novartis and GlaxoSmithKline. In her early career, Dr. Xu held various scientific, regulatory and operations roles at Amgen, Chiron and Genentech. Dr. Xu received a B.S. in biochemistry from Nanjing University and a Ph.D. in biochemistry from the University of Maryland, and she completed her postdoctoral training in virology and gene therapy at the University of California, San Diego.

The Board of Directors has determined that Dr. Xu is qualified to serve on our Board of Directors due to her long-standing track record of executive and scientific leadership in biopharmaceutical research, development, manufacturing, commercialization and life-cycle management.

Neelufar Mozaffarian, M.D., Ph.D., FACR, has served as a director since July 2024. Since November 2024, she has served as Chief Medical Officer of Ouro Medicines, Inc., a privately held biotechnology company, where she is responsible for building and leading the company’s Clinical Development, Clinical Operations, Regulatory and Quality teams to progress immunology assets to Phase 1 studies and beyond. From September 2023 to November 2024, Dr. Mozaffarian served as the Chief Medical Officer of Atomwise Inc., a preclinical pharmaceutical company, where she was responsible for the clinical development of AI/ML-driven assets. From May 2022 to March 2023, Dr. Mozaffarian served as Chief Medical Officer of GentiBio, Inc., where she worked on autologous and allogenic T regulatory cell-based therapies, designed to restore immune homeostasis in patients with inflammatory diseases. From April 2021 to May 2022, Dr. Mozaffarian served as the Vice President, Autoantibody Pathway Area at Janssen Pharmaceuticals / Johnson & Johnson. Prior to Janssen, Dr. Mozaffarian served as Senior Vice President at Ichnos Sciences Inc. from May 2019 to April 2021. Dr. Mozaffarian holds a Ph.D. in microbiology and immunology, an M.D. and an M.S. from the Medical Scientist Training Program at the Albert Einstein College of Medicine, and completed an Internal Medicine residency and Rheumatology research fellowship at the University of Washington in Seattle.

The Board of Directors has determined that Dr. Mozaffarian is qualified to serve on our Board of Directors due to her extensive industry experience and leadership in research and development, which spans across multiple autoimmune disease areas and all phases of drug development.

Required Vote

The three (3) nominees for Class III director receiving the highest number of affirmative votes properly cast shall each be elected as a director to serve until the 2028 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Withheld votes and broker non-votes will have no effect on this proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE THREE NOMINEES FOR CLASS III DIRECTOR LISTED ABOVE.

CORPORATE GOVERNANCE

Board of Directors’ Role in Risk Management

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

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

Board of Directors and Committees of the Board

During 2024, the Board of Directors held a total of nine meetings. During the year ended December 31, 2024, each of the directors then in office attended at least 75% of the aggregate of the number of Board of Directors meetings and the number of meetings held by all committees of the Board of Directors on which such director served.

Our Board of Directors has determined that all of our directors, except for Dr. Valamehr, are independent, as determined in accordance with the rules of The Nasdaq Stock Market (“Nasdaq”) and the SEC. In making such independence determination, the Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, our Board of Directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers.

The Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is composed entirely of independent directors in accordance with current Nasdaq listing standards. Furthermore, our Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and related rulemaking of the SEC. Copies of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters and our code of business conduct and ethics are available, free of charge, on our website at http://ir.fatetherapeutics.com/corporate-profile.

Our Board of Directors also has a standing Science & Technology Committee, which is an advisory committee.

Audit Committee

Mr. Coughlin and Drs. Rastetter and Epstein currently serve on the Audit Committee, which is currently chaired by Mr. Coughlin. Mr. Coughlin, who is not standing for re-election to our Board of Directors at the Annual Meeting, will cease being a member of our Audit Committee effective immediately after the Annual Meeting, at

which time Mr. Abernethy will join the Audit Committee and serve as its chair. Our Board of Directors has designated each of Messrs. Abernethy and Coughlin as an “Audit Committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include:

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

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

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reviewing the overall audit plan (both internal, if applicable, and external) with the independent registered public accounting firm and members of management responsible for preparing our financial statements;

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

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reviewing the adequacy of our internal control over financial reporting;

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

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recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

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

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reviewing and discussing with management and the Board items of enterprise risk beyond financial risk and management of financial statements;

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preparing or overseeing the Audit Committee report required by SEC rules to be included in our proxy statement for our annual meeting of stockholders;

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

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reviewing quarterly earnings releases; and

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reviewing, assessing and considering, in consultation with management and the Board of Directors, as appropriate, our overall risk management policies and procedures.

During 2024, the Audit Committee held four meetings.

Compensation Committee

Drs. Jooss, Xu and Epstein currently serve on the Compensation Committee, which is chaired by Dr. Jooss. Mr. Coughlin, who is not standing for re-election to our Board of Directors at the Annual Meeting, previously served on the Compensation Committee from October 2013 until March 2025. Dr. Epstein has served on the Compensation Committee since March 2025. The Compensation Committee’s responsibilities include:

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reviewing and approving, or upon the request of the Board of Directors, reviewing and recommending for approval by the Board of Directors, the corporate goals and objectives relevant to the compensation of our Chief Executive Officer (“CEO”);

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evaluating the performance of our CEO in light of such corporate goals and objectives and determining and approving, or at the request of the Board of Directors, recommending to the Board of Directors based on such evaluation, the compensation of our CEO;

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reviewing and approving the compensation, including with respect to any cash compensation (including severance), incentive compensation plans, equity-based plans, perquisites and other benefits, of our other executive officers and at the discretion of the Compensation Committee, other members of senior management;

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designing and developing the Company’s overall compensation structure, policies and programs applicable to directors, executives and employees;

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reviewing management’s aggregate decisions regarding the compensation of our employees, other than executive officers, provided, that the foregoing does not limit or restrict the authority of the Compensation Committee to review and approve compensation for all such employees;

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overseeing and administering our incentive compensation and equity-based plans for employees and approving all forms of award agreement and/or sub-plans adopted thereunder;

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

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retaining and approving the compensation of any compensation advisers;

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reviewing and approving our policies and procedures for the grant of equity-based awards;

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reviewing and making recommendations to the Board of Directors with respect to director compensation;

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reviewing our overall employee compensation structure, policies and programs, plans, and short and long-term strategies with respect to any cash, incentives and other compensation plans, and with respect to healthcare-related and other benefit programs; and

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administering and, if determined to be necessary, amending our 401(k) plan, and any other material non-equity-based compensation plan; provided that the Compensation Committee may delegate routine administration of such plans to an administrative committee consisting of one or more of our officers or other employees.

During 2024, the Compensation Committee held eight meetings.

Nominating and Corporate Governance Committee

Drs. Epstein, Agarwal, and Mozaffarian currently serve on the Nominating and Corporate Governance Committee, which is chaired by Dr. Epstein. Dr. Mozaffarian was appointed to the Nominating and Corporate Governance Committee in July 2024, and Robert Hershberg, M.D., Ph.D., a former director, previously served as a member of the Nominating and Corporate Governance Committee from May 2020 to June 2024. The Nominating and Corporate Governance Committee’s responsibilities include:

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

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establishing procedures for identifying and evaluating Board of Director candidates, including nominees recommended by stockholders;

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identifying individuals qualified to become members of the Board of Directors;

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

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developing and recommending to the Board of Directors a set of corporate governance guidelines; and

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overseeing the evaluation of the Board of Directors.

During 2024, the Nominating and Corporate Governance Committee held two meetings.

Science & Technology Committee (Advisory)

Our Board of Directors formed a Science & Technology Committee in September 2019. Drs. Agarwal, Jooss, Mozaffarian, and Xu and Mr. Lee currently serve on the Science & Technology Committee, which is chaired by Dr. Agarwal. Dr. Mendlein served on the Committee from September 2019 until March 2025. The Science & Technology Committee’s responsibilities include assisting the Board of Directors’ oversight of our research and development activities and advising the Board of Directors with respect to strategic and clinical considerations.

Board Leadership

The positions of our Chairman of the Board of Directors and CEO are presently separated at Fate. Separating these positions allows our CEO to focus on our day-to-day business, while allowing the Chairman of the Board of Directors to lead our Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the CEO must devote to his position in the current business environment, as well as the commitment required to serve as our Chairman of the Board of Directors, particularly as our Board of Directors’ oversight responsibilities continue to grow. Our Board of Directors also believes that this structure ensures a greater role for the independent directors in the oversight of our Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board of Directors.

While our Bylaws and corporate governance guidelines do not require that our Chairman of the Board of Directors and CEO positions be separate, our Board of Directors believes that having separate positions and having an independent outside director serve as Chairman of the Board of Directors is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Our separate Chairman of the Board of Directors and CEO positions are augmented by the independence of nine of our ten directors, and our three entirely independent Board committees that provide appropriate oversight in the areas described above. At executive sessions of independent directors, these directors speak candidly on any matter of interest, without the CEO or other executives present. The independent directors met five times in 2024 without management present. We believe this structure provides consistent and effective oversight of our management and the Company.

Board Diversity

Our Board of Directors believes that directors who provide a significant breadth of experience, knowledge and abilities in areas relevant to our business, while also representing a diversity in race, ethnicity and gender, contribute to a well-balanced and effective board. Presently, four of our directors self-identify as female and three directors self-identify as having a demographic background from an underrepresented community.

We are providing information about the gender identity and demographic background of our directors in the format formerly required by Nasdaq rules. The information in the matrix below is based solely on information provided by our directors about their gender and demographic self-identification. Directors who did not answer or indicated that they preferred not to answer a question are shown as “did not disclose demographic background” below.

To see our Board Diversity Matrix as of April 1, 2024, please refer to our definitive proxy statement filed with the SEC on April 26, 2024.



Board Diversity Matrix (As of April 1, 2025)

Total Number of Directors		10

	Female		Male		Non-Binary

Part I: Gender Identity

Directors		4		6		0

Part II: Demographic Background

Asian		2		0		0

White		2		4		0

Two or More Races or Ethnicities		0		1		0

Did Not Disclose Demographic Background		0		1		0

Director Nominations

The director qualifications developed to date focus on what our Board of Directors believes to be essential competencies to effectively serve on the Board of Directors. The Nominating and Corporate Governance Committee must reassess such criteria annually and submit any proposed changes to the Board of Directors for approval. Presently, at a minimum, the Nominating and Corporate Governance Committee must be satisfied that each nominee it recommends has the highest personal and professional integrity, demonstrates exceptional ability and judgment and shall be most effective, in conjunction with the other nominees to the Board of Directors, in collectively serving the long-term interests of the stockholders.

In addition to those minimum qualifications, the Nominating and Corporate Governance Committee recommends that our Board of Directors select persons for nomination to help ensure that:

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a majority of our Board of Directors is “independent” in accordance with Nasdaq standards;

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each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee be comprised entirely of independent directors; and

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at least one member of the Audit Committee shall have the experience, education and other qualifications necessary to qualify as an “Audit Committee financial expert” as defined by the rules of the SEC.

In addition to other standards the Nominating and Corporate Governance Committee may deem appropriate from time to time for the overall structure and compensation of the Board of Directors, the Nominating and Corporate Governance Committee considers the following factors when recommending that our Board of Directors select persons for nomination:

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whether a nominee has direct experience in the biotechnology or pharmaceuticals industry or in the markets in which the Company operates;

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whether the nominee, if elected, assists in achieving a mix of board members that represents a diversity of background and experience; and

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achieving diversity within the Board of Directors and adhering to the philosophy of maintaining an environment free from discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, age, national origin, disability, veteran status or any protected category under applicable law, which would include considering a nominee’s diverse background, skills and experience, including appropriate financial, scientific, medical and other expertise relevant to our business.

The Nominating and Corporate Governance Committee adheres to the following process for identifying and evaluating nominees for the Board of Directors. First, it solicits recommendations for nominees from non-employee directors, our CEO, other executive officers, third-party search firms or any other source it deems appropriate. The Nominating and Corporate Governance Committee then reviews and evaluates the qualifications of proposed nominees and conducts inquiries it deems appropriate; all proposed nominees are evaluated in the same manner, regardless of who initially recommended such nominee. In reviewing and evaluating proposed nominees, the Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for board membership approved by our Board of Directors from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed nominee, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors. This process is designed to provide that the Board of Directors includes members with diverse backgrounds, skills and experience, including appropriate financial, scientific, medical and other expertise relevant to the business of the Company. Additionally, the Nominating and Corporate Governance Committee considers whether nominees assist in achieving a mix of board members that represents a diversity of background and experience, which is not only limited to race, gender or national origin, and is committed to actively seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, to include in the pool from which board nominees are chosen. The Nominating and Corporate Governance Committee assesses its own performance on a periodic basis, and in doing so, gives consideration to its implementation of, and the results achieved through, this process.

If the Nominating and Corporate Governance Committee decides to retain a third-party search firm to identify proposed nominees, it has sole authority to retain and terminate such firm and to approve any such firm’s fees and other retention terms.

Each nominee for election as director at the 2025 Annual Meeting is recommended by the Nominating and Corporate Governance Committee and, with the exception of Mr. Abernethy, is presently a director and stands for re-election by the stockholders. From time to time, the Company may pay fees to third-party search firms to assist in identifying and evaluating potential nominees, although no such fees have been paid in connection with nominations to be acted upon at the 2025 Annual Meeting.

Pursuant to our Bylaws, stockholders who wish to nominate persons for election to the Board of Directors at an annual meeting must be a stockholder of record at the time of giving the notice, entitled to vote at the meeting, present (in person or by proxy) at the meeting and must comply with the notice procedures in our Bylaws. A stockholder’s notice of nomination to be made at an annual meeting must be delivered to our principal executive offices not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual meeting. However, if an annual meeting is more than 30 days before or more than 60 days after such anniversary date, the notice must be delivered no later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which the first public announcement of the date of such annual meeting was made. A stockholder’s notice of nomination may not be made at a special meeting unless such special meeting is held in lieu of an annual meeting. The stockholder’s notice must include the following information for the person making the nomination:

•

name and address;

•

the class and number of shares of the Company owned beneficially or of record;

•

disclosure regarding any derivative, swap or other transactions which give the nominating person economic risk similar to ownership of shares of the Company or provide the opportunity to profit from an increase in the price of value of shares of the Company;

•

any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship that confers a right to vote any shares of the Company;

•

any agreement, arrangement, understanding or relationship engaged in for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Company;

•

any rights to dividends on the shares that are separate from the underlying shares;

•

any performance related fees that the nominating person is entitled to, based on any increase or decrease in the value of any shares of the Company;

•

a description of all agreements, arrangements or understandings by and between the proposing stockholder and another person relating to the proposed business (including an identification of each party to such agreement, arrangement or understanding and the names, addresses and class and number of shares owned beneficially or of record of other stockholders known by the proposing stockholder support such proposed business);

•

a statement whether or not the proposing stockholder will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all shares of capital stock required to approve the proposal or, in the case of director nominations, at least the percentage of voting power of all of the shares of capital stock reasonably believed by the proposing stockholder to be sufficient to elect the nominee; and

•

any other information relating to the nominating person that would be required to be disclosed in a proxy statement filed with the SEC.

With respect to proposed director nominees, the stockholder’s notice must include all information required to be disclosed in a proxy statement in connection with a contested election of directors or otherwise required pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

For matters other than the election of directors, the stockholder’s notice must also include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of the stockholder(s) proposing the business.

The stockholder’s notice must be updated and supplemented, if necessary, so that the information required to be provided in the notice is true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting.

The Board of Directors, a designated committee thereof or the chairman of the meeting will determine if the procedures in our Bylaws have been followed, and if not, declare that the proposal or nomination be disregarded.

The nominee must be willing to provide any other information reasonably requested by the Nominating and Corporate Governance Committee in connection with its evaluation of the nominee’s independence. There have been no material changes to the process by which stockholders may recommend nominees to our Board of Directors since the filing of our proxy statement for the annual meeting of stockholders held in 2024.

Stockholder Communications with the Board of Directors

Stockholders may send correspondence to the Board of Directors c/o the Corporate Secretary at our principal executive offices at the address set forth above. The Secretary will review all correspondence addressed to the Board of Directors, or any individual board member, for any inappropriate correspondence and correspondence

more suitably directed to management. Such items may not be forwarded to the Board of Directors or individual board member but will be made available to any non-management director upon request. Stockholders may also communicate online with our Board of Directors as a group by accessing our website (www.fatetherapeutics.com) and selecting the “Investors” tab.

Environmental, Social and Governance (ESG) Matters

We are committed to operating in a sustainable manner and being a responsible corporate citizen for the benefit of our employees, patients, investors, and the communities in which we live and work. We are dedicated to the principles of environmental stewardship, social responsibility, good corporate governance and investment in human capital. You can learn about how we incorporate these values and practices into our operations on our website at https://fatetherapeutics.com/about-us/corporate-responsibility.

Director Attendance at Annual Meetings

Directors are encouraged to attend the Annual Meeting. Eight of our directors attended the 2024 Annual Meeting of Stockholders.

NON-EMPLOYEE DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy in Effect Through January 15, 2025

Our Board of Directors has a non-employee director compensation policy that is designed to provide a total compensation package which enables us to attract and retain, on a long-term basis, high-caliber non-employee directors. Under this policy, all non-employee directors are paid cash compensation for service on the Board of Directors and committees of the Board of Directors as set forth below, prorated based on days of service during a calendar year.


Board of Directors	Annual Retainer
All non-employee members	$	40,000
Additional retainer for Chairperson of the Board of Directors	$	35,000


	Additional Annual Retainer
Audit Committee:
Chairperson	$	15,000
Non-Chairperson members	$	7,500
Compensation Committee:
Chairperson	$	12,000
Non-Chairperson members	$	6,000
Nominating and Corporate Governance Committee:
Chairperson	$	10,000
Non-Chairperson members	$	5,000
Science & Technology Committee:
Chairperson	$	12,000
Non-Chairperson members	$	6,000

In addition, under the policy as in effect through January 15, 2025, each new non-employee director initially appointed or elected to our Board of Directors was eligible to receive an option grant to purchase 80,000 shares of our common stock, subject to vesting in equal monthly installments during the three years following the grant date, subject to the director’s continued service on our Board of Directors. Thereafter, on the date of each annual meeting of stockholders, each continuing non-employee director was eligible to receive an annual option grant to purchase 40,000 shares of our common stock, subject to vesting in full upon the earlier of the one-year anniversary of grant date or the date of the next annual meeting of stockholders, subject to the director’s continued service on our Board of Directors. All of the foregoing options were to be granted with an exercise price per share equal to the fair market value of a share of our common stock on the date of grant. In the event of a Sale Event (as defined in the 2022 Plan), each outstanding equity retainer award granted pursuant to the Amended Policy (as defined below) will become 100% vested and exercisable.

We have agreed to reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending Board of Directors and committee meetings.

The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director of Company in a calendar year period cannot exceed $1,500,000 in the first calendar year such individual becomes a non-employee director and $1,000,000 in any other calendar year.

Amended and Restated Non-Employee Director Compensation Policy in Effect Starting January 16, 2025

At the recommendation of our Compensation Committee, the Board of Directors adopted the Amended and Restated Non-Employee Director Compensation Policy (the “Amended Policy”) on January 16, 2025. Under the Amended Policy, all non-employee directors are paid cash compensation for service on the Board of Directors and committees of the Board of Directors as set forth below, prorated based on days of service during a calendar year.


Board of Directors	Annual Retainer
All non-employee members	$	40,000
Additional retainer for Chairperson of the Board of Directors	$	35,000


	Additional Annual Retainer
Audit Committee:
Chairperson	$	20,000
Non-Chairperson members	$	10,000
Compensation Committee:
Chairperson	$	15,000
Non-Chairperson members	$	7,500
Nominating and Corporate Governance Committee:
Chairperson	$	10,000
Non-Chairperson members	$	5,000
Science & Technology Committee:
Chairperson	$	12,000
Non-Chairperson members	$	6,000

In addition, under the Amended Policy, each new non-employee director initially appointed or elected to our Board of Directors will receive an option grant to purchase 110,000 shares of our common stock, subject to vesting in equal monthly installments during the three years following the grant date, subject to the director’s continued service on our Board of Directors. Thereafter, on the date of each annual meeting of stockholders, each continuing non-employee director will be eligible to receive an annual option grant to purchase 55,000 shares of our common stock, subject to vesting in full upon the earlier of the first anniversary of the date of grant or the date of the following annual meeting of stockholders, subject to the director’s continued service on our Board of Directors. All of the foregoing options will be granted with an exercise price per share equal to the fair market value of a share of our common stock on the date of grant. In the event of a Sale Event (as defined in the 2022 Plan), each outstanding equity retainer award granted pursuant to the Amended Policy will become 100% vested and exercisable.

Director Compensation Table—2024

The following table sets forth information with respect to the compensation earned by our non-employee directors during the fiscal year ended December 31, 2024. J. Scott Wolchko, our former President, Chief Executive Officer and

member of the Board of Directors through November 27, 2024, did not receive compensation for service on the Board of Directors, and the compensation paid to Mr. Wolchko as a named executive officer of the Company is set forth under the heading “2024 Executive Summary Compensation Table” below.


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)		All other Compensation ($)		Total ($)
Timothy P. Coughlin(2)		61,000		114,923		—		175,923
Robert S. Epstein, M.D., M.S.(3)		57,500		114,923		—		172,423
Michael Lee(4)		46,000		114,923		—		160,923
John D. Mendlein, Ph.D., J.D.(5)		46,000		114,923		—		160,923
Robert Hershberg, M.D. Ph.D.(6)		35,027		—		—		35,027
William H. Rastetter, Ph.D. (Chairman)(7)		82,500		114,923		—		197,423
Karin Jooss, Ph.D.(8)		58,000		114,923		—		172,923
Shefali Agarwal(9)		57,000		114,923		—		171,923
Yuan Xu, Ph.D.(10)		52,000		114,923		—		166,923
Neelufar Mozaffarian, M.D., Ph.D., FACR(11)		21,620		336,775		—		358,395

(1)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2024, computed in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (the “FASB ASC Topic 718”). Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed in March 2025. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the stock options or the sale of the common stock underlying such stock options.

(2)	Mr. Coughlin held stock options to purchase an aggregate of 204,227 shares of common stock as of December 31, 2024.

(3)	Dr. Epstein held stock options to purchase an aggregate of 204,227 shares of common stock as of December 31, 2024.

(4)

Mr. Lee held stock options to purchase an aggregate of 152,227 shares of common stock as of December 31, 2024. Mr. Lee is Co-Founder and Portfolio Manager at Redmile Group, LLC and pursuant to the internal policies of Redmile Group, LLC, Mr. Lee holds these stock options as a nominee on behalf, and for the sole benefit, of Redmile Group, LLC and has assigned all economic, pecuniary and voting rights in respect of the stock options to Redmile Group, LLC.

(5)	Dr. Mendlein held stock options to purchase an aggregate of 204,227 shares of common stock as of December 31, 2024.

(6)

Dr. Hershberg held stock options to purchase an aggregate of 96,227 shares of common stock as of December 31, 2024. Dr. Hershberg did not stand for re-election at the 2024 Annual Meeting and departed from the Board of Directors in June 2024. Upon his departure, all outstanding, unvested options were forfeited.

(7)	Dr. Rastetter held stock options to purchase an aggregate of 204,227 shares of common stock as of December 31, 2024.

(8)	Dr. Jooss held stock options to purchase an aggregate of 152,227 shares of common stock as of December 31, 2024.

(9)	Dr. Agarwal held stock options to purchase an aggregate of 136,227 shares of common stock as of December 31, 2024.

(10)	Dr. Xu held stock options to purchase an aggregate of 99,394 shares of common stock as of December 31, 2024.

(11)

Dr. Mozaffarian was appointed to the board on July 29, 2024 and received an initial option grant to purchase 80,000 shares of common stock. Dr. Mozaffarian’s cash fees earned reflect a prorated amount based on her appointment to our board on July 29, 2024. Dr. Mozaffarian held stock options to purchase an aggregate of 80,000 shares of common stock as of December 31, 2024.

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025. Representatives of Ernst & Young LLP will attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

The Company’s organizational documents do not require that the stockholders ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm, and stockholder ratification is not binding on the Company, the Board of Directors or the Audit Committee. The Company requests such ratification, however, as a matter of good corporate practice. Our Board of Directors, including our Audit Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the ratification of the selection of Ernst & Young LLP as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns, although the Audit Committee, in its discretion, may still retain Ernst & Young LLP.

The following table shows information about fees billed to the Company by Ernst & Young LLP for the fiscal years ended December 31, 2024 and 2023:


Fees billed by Ernst & Young LLP	2024		2023
Audit Fees(1)	$	671,744	$	558,775
Audit Related Fees		—		—
Tax Fees	$	71,858	$	112,261
All Other Fees		—		—

Total	$	743,602	$	671,036

(1)	Includes fees associated with the annual audit of our financial statements, the reviews of our interim financial statements and the issuance of consent and comfort letters in connection with registration statements.

Audit Committee Pre-Approval Policies

The Audit Committee is directly responsible for the appointment, retention and termination, and for determining the compensation, of the Company’s independent registered public accounting firm. The Audit Committee shall pre-approve all auditing services and the terms thereof and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board), except that pre-approval is not required for the provision of non-audit services if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. The Audit Committee may delegate to the chairperson of the Audit Committee the authority to grant pre-approvals for audit and non-audit services, provided such approvals are presented to the Audit Committee at its next scheduled meeting. All services provided by Ernst & Young LLP during fiscal year 2024 were pre-approved by the Audit Committee in accordance with the pre-approval policy described above, and all audit-related fees, tax fees and other fees during the fiscal year 2024 were approved by the Audit Committee.

Required Vote

The ratification of the selection of Ernst & Young LLP requires the affirmative vote of a majority of the votes properly cast for and against the proposal at the Annual Meeting. Abstentions and broker non-votes, if any, will have no effect on this proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2025.

PROPOSAL 3

NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, not less frequently than once every three years, the compensation of our named executive officers, or a Say-on-Pay Vote, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. In addition, we are required under the Exchange Act to solicit our stockholders, at least once every six years, to vote, on a non-binding advisory basis, on the frequency of such Say-on-Pay Vote, or a “say-on-frequency” vote. At our 2019 Annual Meeting of Stockholders, our stockholders approved one year as the frequency for holding non-binding advisory votes to approve the compensation of our named executive officers. As part of that commitment and consistent with the results of the advisory say-on-frequency vote of our stockholders that was held at the 2019 Annual Meeting, our Board of Directors is providing the stockholders with an opportunity to partake, on an advisory basis, in a Say-on-Pay Vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.

Our compensation programs are designed to effectively align our executives’ interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.

Stockholders are urged to read the section titled “Executive Compensation” in this Proxy Statement in particular, which discusses how our executive compensation policies and practices implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers, in conjunction with the section titled “Compensation of Our Executive Officers,” which provides additional information on the 2024 compensation of our named executive officers. Our Board of Directors and our Compensation Committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

Accordingly, we are asking our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the stockholders hereby approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including the compensation tables and the narrative discussions that accompany the compensation tables.

Required Vote

The approval of this advisory non-binding proposal requires the affirmative vote of a majority of the votes properly cast for and against the proposal at the Annual Meeting. Abstentions and broker non-votes will have no effect on this proposal.

The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or our Compensation Committee. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, our Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL 4

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a non-binding advisory basis, for their preference as to how frequently we should seek future non-binding advisory votes to approve the compensation of our named executive officers, as disclosed in accordance with the compensation disclosure rules of the SEC, which we refer to as an advisory vote to approve the compensation of our named executive officers.

By voting with respect to this proposal, stockholders may indicate whether they would prefer that we conduct future non-binding advisory votes to approve the compensation of our named executive officers every one, two or three years. Stockholders also may, if they wish, abstain from casting a vote on this proposal. Our Board of Directors has determined that an annual non-binding advisory vote to approve the compensation of our named executive officers will allow our stockholders to provide timely and direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board of Directors believes that an annual vote is therefore consistent with the Company’s efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

Required Vote

Stockholders will not be voting to approve or disapprove of the recommendation of our Board of Directors. The proxy card provides stockholders with the opportunity to choose among four options with respect to this proposal (holding the vote every one, two or three years, or abstaining). The option that receives the highest number of votes from the voting power of shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

As an advisory vote, this proposal will not be binding on the Company, our Board of Directors or our Compensation Committee in any way. As such, the results of the vote will not be construed to create or imply any change to the fiduciary duties of our Board of Directors. Our Board of Directors may decide that it is in the best interests of our stockholders and the Company to hold a non-binding advisory vote on our named executive officer compensation more or less frequently than the option approved by our stockholders. Notwithstanding the non-binding advisory nature of this vote, the Company recognizes that the stockholders may have different views as to the best approach for the Company and looks forward to hearing from stockholders as to their preferences on the frequency of a non-binding advisory vote on executive compensation.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE OPTION OF ONE YEAR AS THE PREFERRED FREQUENCY FOR FUTURE NON-BINDING ADVISORY VOTES TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL 5

AMENDMENT OF OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE SHARES OF AUTHORIZED COMMON STOCK

Our Amended and Restated Certificate of Incorporation (as amended, the “Charter”) currently authorizes the issuance of 250,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”). The Company’s Board of Directors has declared advisable, adopted and is submitting for stockholder approval an amendment to the Charter to increase the number of authorized shares of Common Stock from 250,000,000 to 350,000,000 (“Charter Amendment”).

Form of the Amendment

If stockholders approve this proposal, the Charter will be amended to increase the number of shares of Common Stock the Company is authorized to issue from 250,000,000 to 350,000,000. The par value of the Common Stock will remain at $0.001 per share. The amendment would amend the first sentence of Article IV of the Charter to read in its entirety as follows:

“The total number of shares of capital stock which the Corporation shall have authority to issue is three hundred fifty-five million (355,000,000), of which (i) three hundred fifty million (350,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) five million (5,000,000) shares shall be a class designated as undesignated preferred stock, par value $0.001 per share (the “Undesignated Preferred Stock”).”

The remaining text of Article IV of the Company’s Certificate of Incorporation will remain unchanged. This summary does not purport to be complete and is qualified in its entirety by the provisions of the Charter Amendment, a copy of which is attached hereto as Annex A. For a complete description of our capital stock, you should refer to the Charter and to the applicable provisions of Delaware law.

Purpose for the Increase in Authorized Shares

Our Board of Directors has approved, and we are seeking stockholder approval of, an increase of 100,000,000 shares of Common Stock. Our Board believes it is in the best interest of our Company to increase the number of authorized shares of Common Stock to give our Company greater flexibility in considering and planning for future potential business needs, including public offerings or private placements of our Common Stock for capital raising purposes and issuances of our Common Stock in connection with collaborations, acquisitions or in-licenses of assets, or other strategic transactions. We do not currently have any definitive agreements or arrangements to issue any of the proposed additional authorized shares of Common Stock that will become available for issuance if this proposal is approved. Having the additional authorized shares available will provide additional flexibility to use our Common Stock for business and financial purposes in the future as well as to have sufficient shares available to provide appropriate equity incentives to assist in the recruitment and retention of employees.

As of March 31, 2025, there were 114,607,572 shares of our Common Stock issued and outstanding. In addition, as of March 31, 2025, we had (i) 20,252,305 shares of Common Stock subject to outstanding stock options and RSUs, (ii) 13,775,430 shares of Common Stock issuable upon conversion of 2,755,086 shares of our Class A non-voting convertible preferred stock, (iii) 3,893,674 shares of Common Stock issuable upon the exercise of outstanding warrants, and (iv) 8,585,599 shares available and reserved for additional equity awards under our stock incentive plans. Accordingly, as of March 31, 2025, we had only 135,392,428 shares of our Common Stock available for issuance out of the 250,000,000 shares of Common Stock currently authorized.

Rights of Additional Authorized Shares

Any authorized shares of Common Stock, if and when issued, would be part of our existing class of Common Stock and would have the same rights and privileges as the shares of Common Stock currently outstanding. Our stockholders do not have pre-emptive rights with respect to the Common Stock, nor do they have cumulative voting rights. Accordingly, should the Board issue additional shares of Common Stock, existing stockholders would not have any preferential rights to purchase any of such shares, and their percentage ownership of our then outstanding Common Stock could be reduced.

Potential Adverse Effects of the Amendment

Future issuances of Common Stock or securities convertible into Common Stock could have a dilutive effect on our earnings per share, book value per share and the voting power and interest of current stockholders. In addition, the availability of additional shares of Common Stock for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of us. The Board is not aware of any attempt, or contemplated attempt, to acquire control of us, nor is this proposal being presented with the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board from taking any such actions that it deems to be consistent with its fiduciary duties.

Required Vote

The approval of this proposal requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote on the matter. Abstentions and broker non-votes, if any, will have the effect of voting AGAINST this proposal.

Recommendation of the Board of Directors

The Board of Directors recommends that the stockholders vote FOR the approval of the amendment of our Amended and Restated Certificate of Incorporation to increase the amount of authorized common stock from 250,000,000 shares to 350,000,000 shares.

PROPOSAL 6

APPROVAL OF SECOND AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED 2022 STOCK OPTION AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE THEREUNDER

Our Board of Directors believes that stock-based incentive awards play an important role in the success of the Company by encouraging and enabling the employees, officers, non-employee directors, and consultants of the Company upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. In addition, our Board of Directors believes that providing such persons with a direct stake in the Company assures a closer identification of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. In March 2025, our Board of Directors approved a second amendment and restatement of our 2022 Plan, subject to stockholder approval, to increase the number of shares of common stock authorized for issuance under the 2022 Plan by 7,000,000 shares. Based on the number of shares of common stock currently authorized and reserved for issuance under the 2022 Plan, this would represent an increase from 17,500,000 shares to 24,500,000 shares. We are requesting that our stockholders approve a second amendment and restatement of our 2022 Plan to increase the number of shares of common stock reserved for issuance under the 2022 Plan by 7,000,000 shares (the 2022 Plan, as amended by the second amendment and restatement, the “2022 Amended Plan”). A copy of the 2022 Amended Plan is attached as Annex B to this proxy statement and is incorporated herein by reference. If our stockholders approve the 2022 Amended Plan, it will amend and restate the current version of the 2022 Plan and will otherwise continue in effect through its current term (June 2032), unless terminated earlier by our Board of Directors. In the event that our stockholders do not approve this Proposal 5, the 2022 Amended Plan will not become effective, and the 2022 Plan will continue in its current form through its current term, without the 7,000,000 additional shares becoming available for issuance under the plan.

We believe that our equity compensation program is integral to our ability to attract, retain and motivate employees, non-employee directors and consultants given the competition for highly skilled and experienced individuals among biotechnology and pharmaceutical companies. Additionally, we believe increases in our employees’ equity ownership positions are currently needed to provide greater retentive value and incentivize our employees, including certain members of our executive leadership team. Based on an analysis conducted by Aon, our compensation consultant, of our peer group’s equity ownership position for employees, our projected hiring requirements, broad-based equity compensation program, and current market conditions and stock price volatility, we believe that the current number of shares available for issuance under the 2022 Plan is insufficient to meet our need to provide adequate retentive value to our existing employees and to hire new employees. Therefore, our Board of Directors believes that this second amendment and restatement of our 2022 Plan, which authorizes the issuance of additional shares available for grant under the 2022 Plan, is necessary in order to attract and retain the high caliber talent required to accomplish our business objectives and align the interests of our employees with those of our stockholders.

Broad-Based Equity Compensation Program

Since our inception, we have compensated all eligible employees using a mix of cash and equity. Our broad-based equity program has allowed us to conserve our cash resources while motivating our employees to act in the company’s and our stockholders’ interests. The broad-based nature of our equity compensation program is an important element of our overall employee compensation program and reflects our philosophy that it is important for all of our employees to approach their jobs with a long-term perspective. The 2022 Amended Plan, if approved, will continue to provide opportunities for ownership of shares of our common stock through stock option grants, restricted stock unit grants and other stock-based awards to employees that in each case vest over time or on the basis of the achievement of performance objectives. Our equity compensation program rewards both past and future performance. The number of shares each employee is awarded on an annual basis is based on the employee’s performance rating for the prior year, with higher performance levels rewarded with more shares.

We are asking our stockholders to approve the 2022 Amended Plan so that we will have a sufficient reserve of common stock to continue incentivizing, attracting, and retaining talent in a highly competitive market and industry, and to align the interests of our employees with those of our stockholders. If our stockholders do not approve the 2022 Amended Plan, then 7,000,000 additional shares requested will not become available for issuance under the 2022 Plan. The 2022 Plan will otherwise remain in effect in accordance with its terms, and based on historical and current grant practices, we anticipate that we could deplete our share reserve prior to 2026, putting us at a severe competitive disadvantage by severely restricting our ability to offer equity incentives to motivate, attract, and retain our employees. In such event, our Board of Directors will consider whether to adopt alternative arrangements based on its assessment of our needs. We believe that the proposed share pool increase to the 2022 Plan is reasonable, appropriate, and in the best interests of our stockholders.

As of March 31, 2025, there were stock options to acquire 13,016,953 shares of common stock outstanding under our equity compensation plans (4,357,036 under our Amended and Restated 2013 Stock Option and Incentive Plan, as amended from time to time (the “2013 Plan”), 8,447,917 under our 2022 Plan and 212,000 under our Amended and Restated Inducement Equity Plan (the “Inducement Plan”)), with a weighted average exercise price of $9.07 ($17.07, $5.08 and $3.40 for stock options granted under our 2013 Plan, 2022 Plan and the Inducement Plan, respectively) and a weighted average remaining term of 6.05 years (2.99, 7.54 and 9.44 years for stock options granted under our 2013 Plan, 2022 Plan and the Inducement Plan, respectively). In addition, as of March 31, 2025, there were 6,318,818 unvested full value awards with time-based vesting (240,219, 5,886,849 and 191,750 under our 2013 Plan, 2022 Plan and the Inducement Plan, respectively) and 916,534 unvested full value awards with performance vesting (716,534 under our 2013 Plan and 200,000 under our 2022 Plan or the Inducement Plan, respectively) outstanding under our equity compensation plans. Other than the foregoing, no awards under our equity compensation plans were outstanding as of March 31, 2025. As of March 31, 2025, there were 7,819,511 shares of common stock available for future grant under our 2022 Plan (which does not reflect the additional 7,000,000 shares reserved under the 2022 Amended Plan, as set forth in this proposal) and 766,088 shares of common stock available for future grant under our Inducement Plan. The shares available for issuance under our 2022 Plan (not reflecting the additional 7,000,000 shares reserved under the 2022 Amended Plan, as set forth in this proposal) and the Inducement Plan, inclusive of outstanding equity awards, represents 19.3% and 1.0% of our shares outstanding, respectively. This “overhang” is reasonable compared to average net and gross overhang of our peers.

Summary of Material Changes

The 2022 Amended Plan provides for the following:

•

Increase Share Reserve. Increase the number of shares reserved for issuance under the 2022 Plan by 7,000,000 shares, which we anticipate will be sufficient to enable us to grant equity awards under the 2022 Amended Plan for approximately the next one to two years.

Summary of Material Features of the 2022 Amended Plan

The material features of the 2022 Amended Plan include several plan features recommended by proxy advisory firms, and are as follows:

•

The maximum number of shares of common stock to be issued under the 2022 Amended Plan is 24,500,000 (7,000,000 additional shares with 17,500,000 shares of common stock currently reserved under the 2022 Plan). The 2022 Amended Plan does not contain an automatic evergreen replenishment provision;

•

The award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights is permitted;

•

Shares from the 2022 Amended Plan and the 2013 Plan that are forfeited, cancelled, or otherwise terminated (other than by exercise) will be added back to the reserved pool under the 2022 Amended

Plan. The following shares will not be added back to the reserved pool (i) shares tendered or held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding; (ii) shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof; (iii) shares subject to awards that are surrendered or cancelled under any program under which outstanding awards are amended to provide for a lower exercise price or surrendered or cancelled in exchange for (A) awards with a lower exercise price, (B) a different type of award, (C) cash or (D) a combination of (A), (B) and/or (C); and (iv) shares we reacquire on the open market;

•

Stock options and stock appreciation rights will not be repriced in any manner without prior stockholder approval;

•

The value of all awards awarded under the 2022 Amended Plan and all other cash compensation paid by us to any non-employee director in any calendar year may not exceed $1,000,000; provided, however, that such amount shall be $1,500,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the Board of Directors;

•

Any dividends and dividend equivalent rights payable with respect to any equity award are subject to the same vesting provisions as the underlying award;

•

No single trigger acceleration of vesting upon a sale event of the Company unless awards are not assumed, continued or substituted for by the successor entity. Upon a sale event of the Company, if outstanding awards are not assumed, continued or substituted, then awards with time-based conditions or restrictions will become vested and exercisable or non-forfeitable upon the sale event and awards with performance-based conditions or restrictions will be deemed achieved in full with respect to target performance and will become vested and exercisable or non-forfeitable upon the sale event;

•

Any material amendment to the 2022 Amended Plan is subject to approval by our stockholders; and

•

The term of the 2022 Amended Plan will expire on June 9, 2032 and no incentive stock options may be granted under the 2022 Amended Plan after April 14, 2032. We are not asking our stockholders to extend the term of the 2022 Plan.

Based solely on the closing price of our common stock as reported by the Nasdaq Global Market on April 1, 2025 and the maximum number of shares that would have been available for awards as of such date under the 2022 Amended Plan, after taking into account the share increase submitted for stockholder approval in this Proposal 6, the maximum aggregate market value of the common stock that could potentially be issued under the 2022 Amended Plan is $18,620,000.

Rationale for Approving the 2022 Amended Plan

Equity incentive awards are a key component of our compensation strategy and represent a significant element of the compensation granted to all of our employees. The Compensation Committee and our Board of Directors believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success, especially given our industry and geographic location, and that the 2022 Amended Plan is critical to our ongoing effort to build stockholder value. The proposed increase in shares available for issuance under the Amended 2022 Plan (over the existing share reserve under the 2022 Plan) has been reviewed and approved by our Board of Directors. In the process, the Board of Directors determined that the existing number of shares available for issuance under the 2022 Plan is insufficient to meet our needs over the next year to provide long-term incentive grants to motivate, reward and retain employees, especially key employees, who the Board of Directors believes will be critical for creating stockholder value. The increase will enable us to continue our policy of equity ownership by employees and directors as an incentive to contribute to our continued success. Furthermore, if the 2022 Amended Plan is not approved by stockholders, our ability to attract, motivate and retain highly qualified talent through the issuance of additional equity awards would be materially curtailed and we would be forced to use more of our cash resources for compensation purposes. Based on our 2024 equity granting practices, projections for future

equity grants, and expectations around new hires, if our stockholders approve the 2022 Amended Plan, then we expect that we will be able to grant equity awards under the 2022 Amended Plan for approximately the next one to two years, depending on a variety of factors, including the future price of our common stock, our actual hiring activity during the next few years, and the rate of forfeitures of outstanding awards. Without stockholder approval of the 2022 Amended Plan, we would not be able to offer a competitive equity compensation program to attract, retain, and motivate the talented and qualified employees necessary for our continued growth and success, especially in an industry that relies on equity compensation as a key component of overall employee compensation. Hence, the 2022 Amended Plan is critical to our ongoing effort to build stockholder value.

We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. The Compensation Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize stockholder value by granting only the number of equity incentive awards that it believes are necessary and appropriate to attract, reward and retain our employees. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. By doing so, we link the interests of those employees with those of our stockholders and motivate our employees to act as owners of the business.

Furthermore, we recognize the need to balance shareholder concerns over the potentially dilutive effects of the increased number of shares authorized for issuance under the 2022 Plan with our ability to attract, retain and motivate employees, non-employee directors and consultants, who are critical to driving our business plan and increasing shareholder value. We believe that the dilutive effect of our equity awards has been reasonable compared to our industry peers. Our three-year average net burn rate (grants less cancellations divided by outstanding shares) is 6.32%, compared to a 6.22% median net burn rate for our core peer group for their three most recent fiscal years for which data is publicly available. Although there is an elevated burn rate, we note that such elevated burn rate is due in part to our increased share usage resulting from stock price volatility, our human capital strategy, new hires, increased plan participation and retention efforts.

Burn rate

The following table sets forth information regarding historical awards granted and earned for the fiscal year 2022 through 2024 period, and the corresponding burn rate, which is defined as the number of shares subject to equity-based awards granted in a year divided by the weighted average number of shares of common stock outstanding for that year, for each of the last three fiscal years:


Share element	2024			2023			2022
Stock Options Granted		4,210,625			5,875,000			848,457
Full-Value Awards Granted		4,451,874			1,161,540			3,211,208
Weighted average common shares outstanding during the fiscal year		113,685,177			98,411,162			96,826,058
Annual Burn Rate		7.62	%		7.15	%		4.19	%
Three-Year Average Burn Rate(1)		6.32	%

(1)	As illustrated in the table above, our three-year average burn rate for the fiscal year 2022 through 2024 period was 6.32%.

Our Compensation Committee determined the size of the reserved pool under the 2022 Amended Plan based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees and an assessment of the magnitude of increase that our institutional investors and the firms that advise them would likely find acceptable. We anticipate that if our request to increase the share reserve is approved by our stockholders, it will provide us with enough shares for equity awards for one to two years, with such timing dependent on a variety of factors, including the future price of our common stock, our hiring activity during the next few years and the rate of forfeitures of outstanding awards. These factors may require us to reevaluate our

current equity grant practices which could then cause the reserved pool under the 2022 Amended Plan to be depleted at a more rapid pace. The Compensation Committee believes that a request covering the next one to two years is reasonable and allows the Board of Directors to better tie our long-term compensation strategy to our long-term business growth strategy.

Summary of the 2022 Amended Plan

The following description of certain features of the 2022 Amended Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2022 Amended Plan, which is attached hereto as Annex B.

Administration. The 2022 Amended Plan will be administered by either the Board of Directors or the Compensation Committee (the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, to modify or accelerate any award, and to determine the specific terms and conditions of each award, subject to the provisions of the 2022 Amended Plan. The Administrator may delegate to a committee consisting of one or more officers of the Company, including our Chief Executive Officer, the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act are not members of the delegated committee, subject to certain limitations and guidelines.

Eligibility; 2022 Amended Plan Limits. All full-time and part-time officers, employees, non-employee directors and consultants of the Company and its affiliates are eligible to participate in the 2022 Amended Plan, subject to the discretion of the Administrator. As of April 1, 2025, approximately 190 individuals would have been eligible to participate in the 2022 Amended Plan had it been effective on such date, which includes two executive officers, 176 employees who are not executive officers, nine non-employee directors and three consultants. There are certain limits on the number of awards that may be granted under the 2022 Amended Plan. For example, no more than 24,500,000 shares of common stock may be granted in the form of incentive stock options.

Director Compensation Limit. The 2022 Amended Plan provides that the value of all awards awarded under the 2022 Amended Plan and all other cash compensation paid by the Company to any non-employee director in any calendar year shall not exceed $1,000,000; provided, however, that such amount shall be $1,500,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the Board of Directors.

Stock Options. The 2022 Amended Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the 2022 Amended Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors and consultants. The option exercise price of each option will be determined by the Administrator. Except in the case of options (i) granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) granted to individuals who are not subject to U.S. income tax on the date of grant or (iii) that are compliant with Section 409A of the Code, the exercise price of an option may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose will be determined by reference to the last reported sale price of the shares of common stock on the Nasdaq Global Market (or such other market on which our common stock is then principally listed). The exercise price of an option may not be reduced after the date of the option grant without stockholder approval, other than to appropriately reflect changes in our capital structure.

The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator. In general,

unless otherwise permitted by the Administrator, no option granted under the 2022 Amended Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity.

Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee and that are not subject to risk of forfeiture. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, non-qualified options may be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.

To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.

Stock Appreciation Rights. The Administrator may award stock appreciation rights subject to such conditions and restrictions as the Administrator may determine. Stock appreciation rights entitle the recipient to shares of common stock or cash equal to the value of the appreciation in the stock price over the exercise price. Except in the case of stock appreciation rights (i) granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) granted to individuals who are not subject to U.S. income tax on the date of grant or (iii) that are compliant with Section 409A of the Code, the exercise price may not be less than the fair market value of the common stock on the date of grant. The term of a stock appreciation right may not exceed ten years.

Restricted Stock. The Administrator may award shares of common stock to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified restricted period. During the vesting period, restricted stock awards may be credited with dividend equivalent rights (but dividend equivalents payable with respect to restricted stock awards with vesting shall not be paid unless and until such vesting conditions are attained).

Restricted Stock Units. The Administrator may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock or cash subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the Administrator’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant’s compliance with the procedures established by the Administrator and requirements of Section 409A of the Code. During the deferral period, the deferred stock awards may be credited with dividend equivalent rights.

Unrestricted Stock Awards. The Administrator may also grant shares of common stock that are free from any restrictions under the 2022 Amended Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

Cash-Based Awards. The Administrator may grant cash bonuses under the 2022 Amended Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals.

Dividend Equivalent Rights. The Administrator may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of

common stock. Dividend equivalent rights granted as a component of another award (other than a stock option or stock appreciation right) may be paid only if the related award becomes vested. Dividend equivalent rights may be settled in cash, shares of common stock or a combination thereof, in a single installment or installments, as specified in the award.

Change of Control Provisions. In the event of a “sale event,” as defined in the 2022 Amended Plan, awards under the 2022 Amended Plan may be assumed, continued or substituted. In the event that awards are not assumed, continued or substituted, the 2022 Amended Plan and all outstanding awards thereunder will terminate. In such case of termination, except as otherwise provided in the applicable award agreement, upon the effective time of the sale event, all awards with time-based conditions or restrictions will become vested and exercisable or non-forfeitable, and all awards with conditions and restrictions relating to the attainment of performance goals will be deemed vested and non-forfeitable in connection with a sale event and the target level of performance for each performance goal for the entire performance period will be deemed achieved. In addition, the Company may make or provide for payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration and the exercise price of the options or stock appreciation rights (provided that, in the case of an option or stock appreciation right with an exercise price equal to or greater than the per share cash consideration, such option or stock appreciation right shall be cancelled for no consideration). The Company shall also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration multiplied by the number of vested shares under such awards. All awards will terminate in connection with a sale event unless they are assumed by the successor entity.

Adjustments for Changes in Stock. The 2022 Amended Plan requires the Administrator to make appropriate and proportionate adjustments to the number of shares of common stock that are subject to the 2022 Amended Plan, to certain limits in the 2022 Amended Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

Tax Withholding. Participants in the 2022 Amended Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The Administrator may require that tax withholding obligations be satisfied by withholding shares of common stock to be issued pursuant to exercise or vesting. The Administrator may also require our tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to us in an amount that would satisfy the withholding amount due. The Company has no duty or obligation to advise any participant as to the time or manner of exercising an award or to minimize the potential tax consequences of an award.

Amendments and Termination. Our Board of Directors may at any time amend or discontinue the 2022 Amended Plan and the Board of Directors and the Compensation Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. Without prior stockholder approval, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding stock options or stock appreciation rights, effect repricing through cancellation and re-grants or cancellation of stock options or stock appreciation rights in exchange for cash or other awards or effect cash buyouts of underwater stock options or stock appreciation rights. To the extent required under the rules of Nasdaq, any amendments that materially change the terms of the 2022 Amended Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Administrator to be required by the Code to preserve the qualified status of incentive options.

Effective Date of Plan. The 2022 Plan was initially approved by our Board of Directors on April 14, 2022 and by our stockholders on June 9, 2022 and was subsequently amended and restated on June 7, 2024. Awards of incentive options may be granted under the 2022 Plan until April 14, 2032. No other awards may be granted under the 2022 Amended Plan after June 9, 2032. The 2022 Amended Plan was approved by our Board of Directors on March 27, 2025.

New Plan Benefits

Because the grant of awards under the 2022 Amended Plan is within the discretion of the Administrator, the Company cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the 2022 Amended Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the 2022 Amended Plan, the following table provides information concerning the benefits that were received by the following persons and groups during 2024: each named executive officer; all current executive officers, as a group; all current directors who are not executive officers, as a group; and all current employees who are not executive officers, as a group.


	Options				Stock Awards
Name and Position	Average Exercise Price ($)		Number of Awards (#)		Dollar Value ($)(1)		Number of Awards (#)

J. Scott Wolchko, President, Chief Executive Officer and Chief Financial Officer and Director(2)	$	6.76		500,000	$	—		—
Bahram Valamehr, Ph.D., President, and Chief Executive Officer, Chief Research and Development Officer and Director(2)	$	6.76		450,000	$	541,000		200,000
Cindy R. Tahl, J.D., Chief Legal & Compliance Officer and Corporate Secretary	$	6.76		425,000	$	541,000		200,000
All current executive officers, as a group	$	6.76		875,000	$	1,082,000		400,000
All current directors who are not executive officers, as a group	$	4.03		400,000	$	—		—
All employees who are not executive officers, as a group	$	6.69		2,435,625	$	23,145,237		4,051,874

(1)

The valuation of stock awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, see Note 9 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

(2)

For the fiscal year ended December 31, 2024, Mr. Wolchko served as President and Chief Executive Officer through December 31, 2024, as a director until November 27, 2024, and as Chief Financial Officer from June 14, 2024 through December 31, 2024. Dr. Valamehr was appointed as President, Chief Executive Officer and director effective as of January 1, 2025.

Tax Aspects under the Code

The following is a summary of the principal federal income tax consequences of certain transactions under the 2022 Amended Plan. It does not describe all federal tax consequences under the 2022 Amended Plan, nor does it describe state or local tax consequences.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) the Company will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option exercise price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of common stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the stock option is treated as a non-qualified stock option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-Qualified Stock Options. No income is realized by the optionee at the time the non-qualified stock option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified stock option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the stock option.

Stock Appreciation Rights. No income will be recognized by a recipient upon the grant of either tandem or freestanding stock appreciation rights. For the year in which the stock appreciation right is exercised, the recipient will generally be taxed at ordinary income rates on the amount equal to the cash received plus the fair market value of any unrestricted shares received on the exercise.

Restricted Stock Awards. The recipient of a restricted stock award will generally be taxed at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the recipient for such restricted shares) at such time as the shares are no longer subject to restrictions. However, a recipient may elect under Section 83(b) of the Code (the election must be filed with the IRS within 30 days of the grant date) to be taxed at ordinary income rates on the difference between: (i) the fair market value of such shares of the Company’s common stock on the grant date, and (ii) the purchase price, if any, of the shares. If a Section 83(b) election has not been made, dividends received with respect to restricted shares will generally be taxed as ordinary income to the recipient. If a Section 83(b) election has been made, dividends will be taxed at dividend rates.

Restricted Stock Units. The recipient of a restricted stock unit will generally be taxed at ordinary income rates on the fair market value of the shares of the Company’s common stock awarded on the transfer date. The capital gains/loss holding period for such shares will also commence on such date.

Unrestricted Stock Awards. The recipient of an unrestricted stock award will generally be taxed at ordinary income rates on the difference between: (i) the fair market value of the shares of the Company’s common stock on the grant date, and (ii) the purchase price, if any, of the shares.

Cash-Based Awards. The recipient will generally be taxed at ordinary income rates on the amount equal to the cash received.

Dividend Equivalent Rights. There are generally no Federal income tax consequences to the recipient or the Company on the grant of a dividend equivalent right. When the dividend equivalent right is converted to cash and/or additional shares of common stock and distributed to the recipient of a dividend equivalent right, the cash

or the fair market value of the shares of common stock will be taxable to the recipient as ordinary income and the Company will be entitled to a corresponding deduction for tax purposes.

Parachute Payments. The vesting of any portion of an option or other award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Internal Revenue Code (the “Code”). Any such parachute payments may be non-deductible to the Company, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Limitation on Deductions. Under Section 162(m) of the Code, the Company’s deduction for awards under the 2022 Amended Plan may be limited to the extent that any “covered employee” (as defined in Section 162(m) of the Code) receives compensation in excess of $1 million a year.

Equity Compensation Plan Information

The following table sets forth information regarding outstanding shares reserved for future issuance under the Company’s equity compensation plans as of December 31, 2024.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) (c)
Equity compensation plans approved by security holders (2)		16,679,438	$	11.04	(1)		11,656,109
Equity compensation plans not approved by security holders (3)		257,300	$	5.22			920,688

Total		16,936,738	$	10.99			12,576,797

(1)	Reflects the weighted-average exercise price of 10,722,674 shares subject to stock options outstanding as of December 31, 2024 under the 2013 Plan and 2022 Plan. RSUs do not have exercise prices and, therefore, the weighted average exercise price did not take these awards into account.

(2)	Includes the 2013 Plan and 2022 Plan. No awards are granted under the 2013 Plan.

(3)

Represents 257,300 shares subject to outstanding options granted as of December 31, 2024 pursuant to the Inducement Plan and 920,688 shares remaining available for future issuance pursuant to the Inducement Plan. For more information regarding the Inducement Plan, see Note 9 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024.

Required Vote

The approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against the proposal at the Annual Meeting. Abstentions and broker non-votes will have no effect on this proposal.

Should stockholder approval not be obtained, the 2022 Amended Plan will not be implemented, and the 2022 Plan will continue in effect pursuant to its current terms and 7,000,000 additional shares of common stock shall not be available for issuance under the 2022 Plan. Without 7,000,000 additional shares of common stock available for issuance, the shares reserved under the 2022 Plan will be depleted by 2026 and the Company will not achieve its intended objectives of attracting and retaining employees.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF OUR 2022 STOCK OPTION AND INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER THE 2022 PLAN BY 7,000,000 SHARES.

PROPOSAL 7

APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING TO THE EXTENT THERE ARE INSUFFICIENT VOTES TO APPROVE ANY OF THE ABOVE PROPOSALS

We request our stockholders to consider and vote on a proposal to approve any adjournment of the Annual Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of one or more of the prior proposals if there are not sufficient votes at the time of the Annual Meeting to adopt such proposal or to establish a quorum, which proposal we refer to as the “Adjournment Proposal.”

Required Vote

The approval of this proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively or negatively at the Annual Meeting; provided, that in the absence of a quorum, the affirmative vote of the holders of a majority of the shares represented thereat is required for this proposal. Approval of this proposal is not a condition to the completion of any of the above proposals. Abstentions and broker non-votes will have no effect with respect to this proposal (assuming the presence of a quorum), or, in the absence of a quorum, will have the same effect as a vote “AGAINST” this proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ADJOURNMENT PROPOSAL.

EXECUTIVE OFFICERS

The names of the executive officers of the Company, their ages as of April 1, 2025, and certain other information about them are set forth below (unless set forth elsewhere in this Proxy Statement).

The biographies of our executive officers, other than Dr. Valamehr, whose biography is set forth above, appear below.

Cindy R. Tahl, J.D. has served as our Chief Legal and Compliance Officer (formerly titled General Counsel) and Corporate Secretary since October 2015. Ms. Tahl previously served as our Vice President, IP and Senior Corporate Counsel from December 2013 to October 2015. From 2009 to 2013, Ms. Tahl served as our Senior Director, Intellectual Property and Corporate Counsel. From 2007 to 2009, Ms. Tahl was a technology transactions attorney at the law firm of Wilson Sonsini Goodrich and Rosati, P.C., and from 2004 to 2007 practiced intellectual property law in the New York office of Kenyon & Kenyon, LLP. Ms. Tahl received her J.D. from Boston College Law School and her B.S. in biology from the University of California, San Diego.

EXECUTIVE COMPENSATION

Our Named Executive Officers (collectively, our “NEOs”) for 2024 are as follows:


Name		Position
J. Scott Wolchko(1)		President, Chief Executive Officer and Director
Bahram Valamehr, Ph.D.		Chief Research and Development Officer
Cindy R. Tahl, J.D.		Chief Legal and Compliance Officer and Corporate Secretary

(1)	In November 2024, the Company announced Mr. Wolchko’s retirement and resignation from his position as a director, effective as of November 27, 2024 and as the Company’s President, Chief Executive Officer and Chief Financial Officer, effective as of December 31, 2024.

2024 Executive Summary Compensation Table

The following table provides information regarding the total compensation, for services rendered in all capacities, that was paid or earned by our NEOs during the fiscal years ended December 31, 2024 and 2023.


Name and Principal Position	Year		Salary ($)		Bonus ($)			Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(3)		Total ($)
J. Scott Wolchko		2024		675,000		405,000	(5)		34,261		3,056,208		—		4,600		4,175,069
President, Chief Executive Officer, Chief Financial Officer and Director(4)		2023		645,000		—			—		2,602,350		270,900		4,500		3,522,750
Bahram Valamehr, Ph.D.		2024		525,000		147,000	(5)		541,000		2,367,000		—		4,600		3,584,600
Chief Research and Development Officer		2023		500,000		—			—		2,342,115		140,000		4,500		2,986,615
Cindy R. Tahl, J.D.		2024		500,000		140,000	(5)		541,000		2,235,500		—		4,600		3,421,100
Chief Legal & Compliance Officer and Corporate Secretary		2023		475,000		—			—		2,211,998		133,000		4,500		2,824,498

(1)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of RSUs granted during 2024 and 2023, as applicable, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed in March 2025. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. For Mr. Wolchko, the amount reported in the Stock Awards column for 2024 represents only the incremental fair value, calculated in accordance with FASB ASC Topic 718, with respect to the amendment of vesting of certain of Mr. Wolchko’s stock awards pursuant to his Advisory Agreement, as defined and described below. The grant date fair value for Dr. Valamehr and Ms. Tahl’s 2024 performance-based RSUs (“PRSUs”) as reflected in the Stock Awards column are calculated based on probable achievement of the applicable performance metrics, and are equal to $0. The grant date fair value for Dr. Valamehr and Ms. Tahl’s 2024 PRSUs based on maximum achievement of the applicable performance metrics are equal to $541,000. These amounts do not reflect the actual economic value that may be realized by NEOs upon the vesting or settlement of the RSUs.

(2)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of option awards granted during 2024 and 2023, as applicable, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes to our consolidated financial

statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed in March 2025. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. For Mr. Wolchko, the amount reported in the Option Awards column for 2024 includes $426,208, which represents the incremental fair value, calculated in accordance with FASB ASC Topic 718, with respect to the amendments to Mr. Wolchko’s options pursuant to his Advisory Agreement, as described below. These amounts do not reflect the actual economic value that may be realized by the NEOs upon the exercise of the stock options or the sale of the common stock underlying such stock options.

(3)	The amounts in this column reflect employer matching contributions received by each NEO under the Company’s 401(k) plan.

(4)	For the fiscal year ended December 31, 2024, Mr. Wolchko served as President and Chief Executive Officer through December 31, 2024, and as Chief Financial Officer from June 14, 2024 through December 31, 2024.

(5)

For Mr. Wolchko, represents a payment of $405,000 for his 2024 bonus, pursuant to his Separation Agreement and Release with the Company (as described in the “Employment Agreements with our NEOs – J. Scott Wolchko”) and for the other NEOs, represents discretionary bonuses paid for performance during 2024 pursuant to the Bonus Plan (as defined below).

Narrative Disclosure to Summary Compensation Table

Our Compensation Committee determines the overall compensation structure for our CEO and other NEOs and executives. Each year, the Compensation Committee reviews the Company’s compensation policies and programs to ensure that these policies and programs enhance shareholder value, align pay and performance, and attract and retain top executive talent. As part of this process, the Compensation Committee reviews our compensation practices and policies to help maintain appropriate base salary, annual bonus and equity compensation plans for our executives and determines the target total direct compensation opportunities for our NEOs. The Compensation Committee does not use a single method or measure in developing its recommendations, nor does it establish specific targets for the total direct compensation opportunities for our NEOs; however, the Compensation Committee generally begins its deliberations on cash and equity compensation levels with reference to various percentile levels for cash and equity compensation as reflected in competitive market data. Pursuant to our 2022 Plan, the Compensation Committee has delegated to our CEO the authority to approve grants of stock options or RSUs to new hires, subject to certain limitations for each level of employment and an annual aggregate maximum amount of awards that can be granted pursuant to such delegated authority.

The CEO makes recommendations to the Compensation Committee on the base salary and target incentive plans for the other NEOs. Such recommendations consider internal pay equity, changes in responsibilities, compensation levels for similar positions in the industry, Company performance, total targeted and historical compensation, and personal performance and contributions. The Compensation Committee weighs the CEO’s guidance as a part of a greater assessment of the Company’s strategic goals and corporate performance when setting executive officer pay. With respect to our CEO’s compensation, the same considerations are made; however, this process is formalized in the Compensation Committee’s charter, specifying that the CEO cannot be present during voting or deliberations concerning this individual’s compensation.

Pursuant to its charter, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation. The Compensation Committee engaged Aon’s Human Capital Solutions practice a division of Aon plc (“Aon”), formerly known as Radford, as an independent outside compensation consultant to perform compensation advisory services during 2024 and to assist with evaluating executive compensation. The Compensation Committee believes that working with an independent compensation consultant furthers the Company’s objectives to recruit and retain qualified executives, align executive interests with those of shareholders and ensure that executive compensation packages will appropriately motivate and reward ongoing achievement of business goals. Our Compensation Committee will continue to retain a consultant to provide similar information and analyses in future years for consideration in determining annual cash, equity and other compensation for our employees, executive officers and directors.

The Compensation Committee annually assesses whether the work of Aon as a compensation consultant has raised any conflict of interest and evaluates Aon’s independence and performance under the applicable listing standards of Nasdaq, taking into consideration the following factors: (i) the provision of other services, if any, to the Company by Aon; (ii) the amount of fees the Company paid to Aon; (iii) Aon’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Aon or the individual compensation advisors employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Aon or the individual compensation advisors employed by the firm. In 2024, Aon did not provide any other services to the Company other than the consulting services to the Compensation Committee with respect to compensation matters and a subscription to the Radford compensation database. The Compensation Committee has determined, based on its analysis of the above factors, that the work of Aon and the individual compensation advisors employed by Aon as compensation consultants to the Company have not created any conflict of interest.

Base Salaries

The 2024 annual base salaries for Mr. Wolchko, Dr. Valamehr and Ms. Tahl were $675,000, $525,000 and $500,000, respectively. Our Compensation Committee reviews the base salaries of our executive officers, including our NEOs, from time to time and makes adjustments (or, in the case of our CEO, may recommend adjustments for approval by the Board of Directors) as it determines to be reasonable and necessary to reflect the scope of the executive officer’s performance, contributions, responsibilities, experience, tenure, prior salary level, position (in the case of a promotion) and market conditions, including base salary amounts relative to similarly situated executive officers at peer group companies.

Bonuses

The Board of Directors adopted the Company’s Amended and Restated Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”), which applies to certain key executives, including our NEOs. The Bonus Plan provides for bonus payments based upon the attainment of certain performance metrics related to the Company’s corporate objectives. The target annual bonuses for Mr. Wolchko, Dr. Valamehr and Ms. Tahl were 60%, 40% and 40%, respectively, of the applicable NEO’s annual base salary. For the fiscal year ended December 31, 2024, the compensation committee determined to pay Dr. Valamehr and Ms. Tahl discretionary bonuses equal to $147,000 and $140,000 respectively, based on the Company’s achievement of corporate performance metrics in 2024. In addition, pursuant to the Separation and Release Agreement (as described in the “Employment Agreements with our NEOs – J. Scott Wolchko”), we agreed to pay Mr. Wolchko his full 2024 target annual bonus.

Equity Compensation

During the fiscal year ended December 31, 2024, we granted stock option awards to each of our NEOs, as described in more detail in the “Outstanding Equity Awards at Fiscal 2024 Year-End” table.

Perquisites or Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our NEOs, except as generally made available to our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes. During 2024, none of our NEOs received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual.

401(k) Plan and Other Benefits

We have established a 401(k) plan to allow our employees to save on a tax-favorable basis for their retirement. We match a portion of eligible contributions made by employees pursuant to the plan. The Company makes discretionary contributions to the 401(k) plan equal to 100 percent of each employee’s pretax contributions up to 20 percent of the IRS’ limits. We also pay, on behalf of our employees, a portion of the premiums for health, life and disability insurance.

Employment, Severance and Change in Control Arrangements with our Named Executive Officers

Employment Agreements with our NEOs

We have entered into a written employment offer letter agreement with each of our NEOs. These agreements set forth the basic terms and conditions of employment, including initial base salary, initial equity awards, eligibility to participate in our standard employee benefits plans, and the at-will employment relationship. These agreements also require that each NEO execute our standard employee confidentiality and assignment agreement.

J. Scott Wolchko

We initially entered into an employment agreement with Mr. Wolchko, dated September 17, 2007, which was amended and restated in its entirety by a new employment agreement, dated January 14, 2018, effective January 1, 2018 (the “CEO Employment Agreement”). The CEO Employment Agreement set forth Mr. Wolchko’s then-current annual base salary, an option grant and his eligibility to participate in our incentive bonus and benefit plans generally. Pursuant to the CEO Employment Agreement, Mr. Wolchko was eligible to receive an annual incentive compensation at a target percentage of 50% his annual base salary (which was increased to 60% by the Compensation Committee in January 2021), as determined by the Board of Directors or the Compensation Committee from time to time. Mr. Wolchko’s employment was at-will. In the event that Mr. Wolchko’s employment was terminated by the Company without “Cause” (other than due to death or disability) or by Mr. Wolchko for “Good Reason” (as such terms are defined in the CEO Employment Agreement), in each case outside of the “Sale Event Period” (as defined below), subject to his execution of a nonrevocable separation agreement and release, Mr. Wolchko would have been entitled to (i) a lump sum cash payment equal to the sum of (A) twelve (12) months of Mr. Wolchko’s then-current base salary and (B) his annual target incentive compensation for the year of termination, (ii) full acceleration of vesting of all outstanding equity awards containing performance-based vesting conditions, only if such performance-based vesting conditions have been satisfied as of the date of termination, (iii) for all outstanding equity awards containing time-based vesting conditions, twelve (12) months of accelerated vesting; and (iv) payment of the premiums for Mr. Wolchko’s and his family’s participation in the Company’s group health care plans, subject to Mr. Wolchko’s copayment amount, for up to eighteen (18) months after such termination.

Pursuant to the CEO Employment Agreement, in the event that Mr. Wolchko’s employment was terminated by the Company without Cause (other than due to death or disability) or by Mr. Wolchko for Good Reason, in each case within the period beginning three months prior to and ending eighteen (18) months following a “Sale Event” (as defined in the 2013 Plan) (the “Sale Event Period”), subject to his execution of a nonrevocable separation agreement and release, Mr. Wolchko would have been entitled to (i) a lump sum cash payment equal to the sum of (A) eighteen (18) months of Mr. Wolchko’s then-current base salary (or base salary in effect immediately prior to the Sale Event, if higher) and (B) one and a half (1.5) times his annual target incentive compensation for the year of termination; (ii) full acceleration of vesting of all outstanding equity awards; provided, however, that for any equity awards that include a performance-based vesting condition, no acceleration of vesting would be provided unless the applicable performance-based vesting condition has been satisfied as of the date of Mr. Wolchko’s termination, provided further that, in determining whether achievement of a specified stock price has been satisfied, such price is satisfied to the extent that the consideration payable per share of common stock of the Company upon a Sale Event exceeds such stock price; and (iii) payment of the premiums for Mr. Wolchko’s and his family’s participation in the Company’s group health care plans, subject to Mr. Wolchko’s copayment amount, for up to eighteen (18) months after such termination.

The payments and benefits provided to Mr. Wolchko under the CEO Employment Agreements in connection with a change of control may not be eligible for federal income tax deduction for the Company pursuant to Section 280G of the Code. These payments and benefits may also be subject to an excise tax under Section 4999 of the Code. If the payments or benefits payable to Mr. Wolchko in connection with a change of control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits would have been reduced if such reduction would result in a higher net after-tax benefit to him.

Mr. Wolchko resigned as President, Chief Executive Officer and Chief Financial Officer, effective as of December 31, 2024 (the “Wolchko Resignation Effective Date”). At such time, we entered into a separation agreement and release, dated December 31, 2024, with Mr. Wolchko (the “Separation and Release Agreement”). In exchange for a release of claims in favor of the Company and its affiliates, Mr. Wolchko will receive a monthly payment equal to the monthly COBRA premiums for Mr. Wolchko and his eligible dependents (at coverage levels in effect immediately prior to the Wolchko Resignation Effective Date) minus Mr. Wolchko’s copayment of monthly premiums for himself and his eligible dependents at active employees’ rates, subject to Mr. Wolchko’s proper election of COBRA health continuation, until the earliest of (i) the date Mr. Wolchko becomes eligible for group health plan benefits under any other employer’s group health plan and (ii) the cessation of Mr. Wolchko’s health continuation rights under COBRA. In addition, pursuant to the Separation and Release Agreement, we agreed to pay Mr. Wolchko his full 2024 target annual bonus of $405,000 in lump sum.

Concurrent with the Wolchko Resignation Effective Date, we entered into a strategic advisory services agreement (the “Advisory Agreement”) with Mr. Wolchko, pursuant to which Mr. Wolchko is providing the Company with advisory services beginning on January 1, 2025 through December 31, 2025 (the “Advisory Term”) (unless terminated earlier pursuant to the terms of the Advisory Agreement). Mr. Wolchko receives cash compensation of $56,250 a month (the “Compensation”) upon completion of each month of services during the Advisory Term; provided, that, if the Advisory Agreement is terminated by the Company prior to December 31, 2025 other than due to due to death, Disability (as such term is defined in the Advisory Agreement), or Mr. Wolchko’s material breach of the Advisory Agreement or certain restrictive covenant obligations with the Company (the “Termination Exceptions”), then Mr. Wolchko will receive the Compensation multiplied by the number of months between the date of termination and December 31, 2025. Mr. Wolchko’s outstanding equity awards also continue to vest during the Advisory Term, subject to Mr. Wolchko providing advisory services pursuant to the Advisory Agreement through each applicable vesting date, in accordance with the applicable equity plans and the applicable award agreements; provided, that any time-based equity awards that originally were subject to vesting based on Mr. Wolchko’s continued employment have been amended to vest subject to his continued service relationship with the Company under the Advisory Agreement; provided further, that if the Advisory Agreement is terminated by the Company prior to December 31, 2025, other than due to the Termination Exceptions, the number of shares underlying such time-based equity awards shall accelerate in vesting as though Mr. Wolchko continued to provide advisory services pursuant to the Advisory Agreement through December 31, 2025. Mr. Wolchko’s outstanding equity awards may also, to the extent vested and exercisable as of the date of termination of his advisory services pursuant to the Advisory Agreement, be exercised until the earlier of (i) December 31, 2026 and (ii) the original expiration date of the applicable equity award; provided, that if Mr. Wolchko’s services under the Advisory Agreement are terminated prior to December 31, 2025 due to Mr. Wolchko’s material breach of the Advisory Agreement or certain restrictive covenant obligations with the Company, then the foregoing extension of the post-termination exercise period of the outstanding equity awards shall not apply.

Bahram Valamehr, Ph.D.

Dr. Valamehr was previously a party to an at-will employment offer letter with us, dated November 20, 2009 (the “Valamehr Offer Letter”). The Valamehr Offer Letter sets forth Dr. Valamehr’s initial annual base salary, initial option grant and his eligibility to participate in our incentive bonus and benefit plans generally. Pursuant to the Bonus Plan, Dr. Valamehr was eligible to receive annual incentive compensation at a target percentage of 40% of his then-current annual base salary, as determined by the Board of Directors or the Compensation Committee.

Under the Valamehr Offer Letter, Dr. Valamehr would have been entitled to certain severance payments and other benefits under the SCCP described below.

On March 3, 2025, in connection with his appointment as President and CEO, we entered into a new employment agreement with Dr. Valamehr (the “Valamehr CEO Employment Agreement”) which superseded the Valamehr Offer Letter. The Valamehr CEO Employment Agreement sets forth Dr. Valamehr’s then-current annual base salary, an option grant and his eligibility to participate in our incentive bonus and benefit plans generally. Pursuant to the Valamehr CEO Employment Agreement, Dr. Valamehr is eligible to receive an annual incentive compensation at a target percentage of 60% his annual base salary, as determined by the Board of Directors or the Compensation Committee from time to time. Dr. Valamehr’s employment is at-will. In the event that Dr. Valamehr’s employment is terminated by the Company without “Cause” (other than due to death or disability) or by Dr. Valamehr for “Good Reason” (as such terms are defined in the Valamehr CEO Employment Agreement), in each case outside of the “Sale Event Period” (as defined below), subject to his execution of a nonrevocable separation agreement and release, Dr. Valamehr will be entitled to: (A) cash in an amount equal to the sum of (i) twelve (12) months of Dr. Valamehr’s then-current base salary, and (ii) Dr. Valamehr’s target annual incentive compensation for the year in which the termination occurs (with the payments for both (i) and (ii) to be paid in approximately equal installments over the course of twelve months on the Company’s regular payroll dates, commencing on the first payroll date that occurs after the nonrevocable separation agreement and release becomes fully effective); and (B) payment of the premiums for Dr. Valamehr’s and his family’s participation in the Company’s group health care plans, subject to Dr. Valamehr’s proper election of COBRA health continuation and subject to copayment amount, until the earliest of (i) twelve (12) months, (ii) the date Dr. Valamehr becomes eligible for group health plan benefits under any other employer’s group health plan and (iii) the cessation of Dr. Valamehr’s health continuation rights under COBRA.

Pursuant to the Valamehr CEO Employment Agreement, in the event that Dr. Valamehr’s employment is terminated by the Company without “Cause” (other than due to death or disability) or by Dr. Valamehr for “Good Reason” (as such terms are defined in the Valamehr CEO Employment Agreement), in each case within the period beginning three months prior to and ending twelve (12) months following a “Sale Event” (as defined in the 2022 Plan, as may be amended from time to time) (the “Sale Event Period”), subject to his execution of a nonrevocable separation agreement and release, Dr. Valamehr is entitled to (i) a lump sum cash payment equal to the sum of (A) eighteen (18) months of Dr. Valamehr’s then- current base salary (or base salary in effect immediately prior to the Sale Event, if higher) and (B) one and a half (1.5) times his annual target incentive compensation for the year of termination; (with the payments for both (A) and (B) to be paid in lump sum subject to the nonrevocable separation agreement and release becoming fully effective); (ii) full acceleration of vesting of all outstanding time-based equity awards (with such acceleration taking place as of the later of the date of termination and the effective date of the separation agreement and release); provided, that for any equity awards that include a performance-based vesting condition, no acceleration of vesting will be provided unless the applicable performance-based vesting condition has been satisfied as of the date of Dr. Valamehr’s termination, provided further that, in determining whether achievement of a specified stock price has been satisfied, such price is satisfied to the extent that the consideration payable per share of common stock of the Company upon a Sale Event exceeds such stock price; and (iii) payment of the premiums for Dr. Valamehr’s and his family’s participation in the Company’s group health care plans, subject to Dr. Valamehr’s copayment amount, until the earliest of (i) eighteen (18) months, (ii) the date Dr. Valamehr becomes eligible for group health plan benefits under any other employer’s group health plan, and (iii) the cessation of Dr. Valamehr’s health continuation rights under COBRA.

The payments and benefits provided to Dr. Valamehr under the Valamehr CEO Employment Agreements in connection with a change of control may not be eligible for federal income tax deduction for the Company pursuant to Section 280G of the Code. These payments and benefits may also be subject to an excise tax under Section 4999 of the Code. If the payments or benefits payable to Dr. Valamehr in connection with a change of control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to him.

Cindy R. Tahl, J.D.

Ms. Tahl is a party to an at-will employment offer letter with us, dated October 17, 2009 (the “Tahl Offer Letter”). The Tahl Offer Letter sets forth Ms. Tahl’s initial annual base salary, initial option grant, and her eligibility to participate in our incentive bonus and benefit plans generally. Pursuant to the Bonus Plan, Ms. Tahl is eligible to receive annual incentive compensation, for which the initial target annual incentive compensation will be 40% of her then-current annual base salary, as determined by the Board of Directors or the Compensation Committee. Ms. Tahl may be entitled to certain severance payments and other benefits under the SCCP described below.

Severance and Change in Control Policy

We consider it essential to the best interests of our stockholders to foster the continuous employment of our key management personnel. Accordingly, we believe that reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executives. We further believe that when recruiting executive talent these arrangements are necessary to offer compensation packages that are competitive. The Compensation Committee does not consider the specific amounts payable under these post-employment compensation arrangements, however, when determining the annual compensation of our NEOs.

Effective on January 14, 2018, the Compensation Committee adopted the Severance Change in Control Policy (the “SCCP”), in which all of our NEOs, except our CEO, participate. It provides certain protections in the event of certain qualifying terminations of employment, including a qualifying termination of employment in connection with a change in control of the company. Our CEO has similar terms included in his employment agreement that were negotiated in conjunction with his appointment as CEO. These arrangements are designed to provide reasonable compensation to the executive officer if their employment is terminated under certain circumstances to facilitate their transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

We believe that these arrangements help maintain our executive officers continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the company. In this event, these arrangements keep our most senior executives focused on pursuing all corporate transaction activity in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Thus, these arrangements align the interests of our executives, including our NEOs, and our stockholders when considering our long-term future.

In determining payment and benefit levels under the various circumstances triggering post-employment compensation provisions under the SCCP and our CEO’s employment agreement, our Board of Directors has drawn a distinction between (i) voluntary terminations of employment without good reason or terminations of employment for cause and (ii) terminations of employment without cause or voluntary terminations of employment for good reason. Payment in the latter circumstances has been deemed appropriate in light of the benefits described in the prior paragraph, as well as the likelihood that an executive officer’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate in the event of a termination of employment for cause or a voluntary resignation without good reason because such events often reflect either performance challenges or an affirmative decision by the executive to end his or her relationship without fault by the Company.

All payments and benefits in the event of a change in control of the Company are payable only if there is a subsequent loss of employment by an executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.

To receive payments and benefits under the SCCP, or in the case of the CEO, under his employment agreement, an executive officer must execute and not subsequently revoke a severance agreement within 60 days following the date of the termination of employment, including a general release of claims acceptable to us.

Under the SCCP (in which all of our NEOs, except our CEO, participate), if a participant is terminated by the Company without “Cause” or resigns for “Good Reason” (each term as defined in the SCCP), in each case, following the first anniversary of the participant’s first day of employment with the Company and not in connection with a Sale Event (as defined in the SCCP), the participant will be entitled to the following benefits, subject to his or her execution of an irrevocable release: (i) for all outstanding equity awards containing time-based vesting conditions, nine (9) months of accelerated vesting; provided, however, that for any equity awards that include a performance-based vesting condition, no acceleration of vesting will be provided unless the applicable performance-based vesting condition has been satisfied as of the date of the participant’s termination; (ii) a lump sum cash payment equal to nine (9) months of the participant’s then-current base salary; and (iii) payment of the employer portion of group health care benefits under COBRA for up to nine (9) months.

In addition, if a participant is terminated by the Company without Cause or resigns for Good Reason, in each case within the period beginning three (3) months prior to and ending twelve (12) months following a Sale Event, then, in lieu of the benefits described above, such participant will be entitled to the following benefits, subject to his or her execution of a an irrevocable release: (i) for all outstanding equity awards containing time-based vesting conditions, full acceleration of vesting; provided, however, that for any equity awards that include a performance-based vesting condition, no acceleration of vesting will be provided unless the applicable performance-based vesting condition has been satisfied as of the date of the participant’s termination; (ii) a lump sum cash payment equal to twelve (12) months of the participant’s then-current base salary; (iii) one (1) times the participant’s annual target incentive compensation for the year of termination; and (iv) payment of the employer portion of group health care benefits under COBRA for up to twelve (12) months.

The payments and benefits provided a participant under the SCCP may not be eligible for federal income tax deduction for the Company pursuant to Section 280G of the Code. These payments and benefits may also be subject to an excise tax under Section 4999 of the Code. If the payments or benefits payable to a participant would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced to the extent necessary so that no portion of such payments or benefits will be subject to such excise tax or loss of tax deduction for the Company.

Participants who are party to an agreement or an arrangement with the Company that provides greater benefits in the aggregate than set forth in the SCCP are not eligible to receive any payments or benefits under the SCCP.

Outstanding Equity Awards at Fiscal 2024 Year-End

The following table sets forth certain information with respect to outstanding equity awards as of December 31, 2024 held by our NEOs. The equity awards are subject to certain acceleration of vesting provisions as described in the “Employment, Severance and Change in Control Arrangements with our Named Executive Officers” section above.


			Option Awards										Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#)			Market Value of Shares or Units of Stock that have not Vested ($) (1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) (1)
J. Scott Wolchko
		1/4/2017		50,000	(2)		—			2.73		12/31/2026
		1/16/2018		348,000	(2)		—			6.55		12/31/2026
		7/18/2018		152,000	(2)		—			11.03		12/31/2026
		1/7/2019		500,000	(2)		—			16.55		12/31/2026
		1/8/2020		219,000	(2)		—			21.99		12/31/2026
		1/20/2021												10,808	(3)		17,833
		2/6/2023		319,442			180,558	(4)		6.77		12/31/2026
		2/1/2024		152,774			347,226	(5)		6.76		12/31/2026
Bahram Valamehr, Ph.D.
		1/5/2015		8,704	(2)		—			4.84		1/5/2025
		1/4/2017		13,156	(2)		—			2.73		1/3/2027
		1/16/2018		214,800	(2)		—			6.55		1/15/2028
		7/18/2018		150,000	(2)		—			11.03		7/18/2028
		1/7/2019		135,000	(2)		—			16.55		1/6/2029
		1/8/2020		90,000	(2)		—			21.99		1/8/2030
		1/20/2021		6,708			143	(6)		109.01		1/20/2031
		1/20/2021												4,504	(3)		7,432
		11/19/2021																	60,958	(7)		100,581
		1/25/2022		38,680			14,378	(8)		39.87		1/24/2032
		1/25/2022												16,651	(9)		27,474
		2/6/2023		287,499			162,501	(4)		6.77		2/5/2033
		2/1/2024		137,499			312,501	(5)		6.76		1/31/2034
		7/29/2024												100,000	(10)		165,000		100,000	(11)		165,000
Cindy R. Tahl, J.D.
		1/5/2015		8,195	(2)		—			4.84		1/5/2025
		10/15/2015		22,315	(2)		—			4.89		10/15/2025
		1/4/2017		25,000	(2)		—			2.73		1/3/2027
		1/16/2018		54,210	(2)		—			6.55		1/15/2028
		1/7/2019		135,000	(2)		—			16.55		1/7/2029
		1/8/2020		90,000	(2)		—			21.99		1/8/2030
		1/20/2021		6,708			143	(6)		109.01		1/20/2031
		1/20/2021												4,504	(3)		7,432
		11/19/2021																	60,958	(7)		100,581
		1/25/2022		38,680			14,378	(8)		39.87		1/24/2032
		1/25/2022												16,651	(9)		27,474
		2/6/2023		271,522			153,478	(4)		6.77		2/5/2033
		2/1/2024		129,855			295,145	(5)		6.76		1/31/2034
		7/29/2024												100,000	(10)		165,000		100,000	(11)		165,000

(1)	This amount reflects the closing market price of a share of our common stock of $1.65 as of December 31, 2024, the last trading day in 2024, multiplied by the amount shown in the column “Stock Awards-Number

of Shares or Units of Stock that have not Vested” or “Stock Awards- Equity Incentive Plan Awards-Number of Unearned Shares, Units or Other Rights that have not Vested” as applicable.

(2)	All shares subject to such option are fully vested as of December 31, 2024. The options were issued pursuant to the 2013 Plan.

(3)	The RSUs fully vested as of January 8, 2025. The RSUs were issued pursuant to the 2013 Plan.

(4)	The shares underlying the options vest in equal monthly installments over three years beginning on February 1, 2023 through January 1, 2026, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The options were issued pursuant to the 2022 Plan.

(5)	The shares underlying the options vest in equal monthly installments over three years beginning on January 1, 2024 through January 1, 2027, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The options were issued pursuant to the 2022 Plan.

(6)	The shares underlying fully vested as of January 1, 2025. The options were issued pursuant to the 2013 Plan.

(7)

The PRSUs will vest in three approximately equal installments conditioned upon the achievement of up to three specified late-stage clinical and regulatory milestones of the Company upon achievement of certain clinical performance milestones on or before December 31, 2026, and is subject to the NEO’s continued employment or services, as applicable, through each vesting date. The PRSUs were issued pursuant to the 2013 Plan.

(8)	The shares underlying the options vest in equal monthly installments over four years beginning on February 1, 2022 through January 1, 2026, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The options were issued pursuant to the 2013 Plan.

(9)	The RSUs will vest in equal annual installments on each of January 8, 2023, January 8, 2024, January 8, 2025, and January 8, 2026, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The RSUs were issued pursuant to the 2013 Plan.

(10)	The RSUs will vest on a graded vesting schedule. 25% of the RSUs will vest on August 1, 2025 and 75% of the RSUs will vest on August 1, 2026, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The RSUs were issued pursuant to the 2022 Plan.

(11)

The PRSUs will vest conditioned upon the achievement of specified clinical and regulatory milestones of the Company on or before July 29, 2028. Half of the PRSUs will vest one year after the achievement of two of three of the milestones, and the remaining 50,000 of the PRSUs will vest on the date one year after the achievement of all three of the milestones, in each case, subject to the NEO’s continued employment or services, as applicable, through each vesting date. The PRSUs were issued pursuant to the 2022 Plan.

Pay versus Performance


Year	Summary Compensation Table Total for PEO(1) ($)		Compensation Actually Paid to PEO(2) ($)			Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) ($)		Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) ($)			Value of Initial Fixed $100 Investment Based On:		Net Income(6) (in thousands) ($)
Year	Summary Compensation Table Total for PEO(1) ($)		Compensation Actually Paid to PEO(2) ($)								Total Shareholder Return(5) ($)		Net Income(6) (in thousands) ($)
(a)	(b)		(c)			(d)		(e)			(f)		(h)
2024		4,175,069		1,594,718			3,502,850		1,265,833			2.82		(186,262	)
2023		3,522,750		(360,474	)		2,878,537		617,776			6.39		(160,928	)
2022		8,145,000		(12,366,963	)		3,179,591		(3,125,934	)		17.24		(281,721	)

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for J. Scott Wolchko for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “2024 Executive Summary Compensation Table”.

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Wolchko, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Wolchko during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Wolchko’s total compensation for each year to determine the compensation actually paid:


Year	Reported Summary Compensation Table Total for PEO ($)		Reported Value of Equity Awards(a) ($)			Equity Award Adjustments(b) ($)			Compensation Actually Paid to PEO ($)
2024		4,175,069		(3,090,469	)		510,118			1,594,718
2023		3,522,750		(2,602,350	)		(1,280,874	)		(360,474	)
2022		8,145,000		(7,500,000	)		(13,011,963	)		(12,366,963	)

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)		Total Equity Award Adjustments
2024		392,188		(368,844	)		450,541		36,233			—		—		510,118
2023		1,048,478		(1,798,128	)		489,062		(1,020,286	)		—		—		(1,280,874	)
2022		1,457,114		(9,384,451	)		1,093,557		(6,178,183	)		—		—		(13,011,963	)

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Wolchko) in the “Total” column of the Summary

Compensation

Table in each applicable year. The names of each of the named executive

Table of Contents

officers (excluding Mr. Wolchko) included for purposes of calculating the average amounts in each applicable year are as follows:


Year		Non-PEO NEOs
2024		Bahram Valamehr, Cindy Tahl
2023		Edward Dulac, Bahram Valamehr, Cindy Tahl
2022		Edward Dulac, Bahram Valamehr, Cindy Tahl, Yu-Waye Chu, Mark Plavsic

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Wolchko), as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Wolchko) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Wolchko) for each year to determine the compensation actually paid:


Year	Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Reported Value of Equity Awards(a) ($)			Equity Award Adjustments(b) ($)			Compensation Actually Paid to Non- PEO NEOs ($)
2024		3,502,850		(2,842,250	)		605,233			1,265,833
2023		2,878,537		(2,255,370	)		(5,391	)		617,776
2022		3,179,591		(2,702,751	)		(3,602,774	)		(3,125,934	)

(a)

(b)

Year

Year End Fair

Value of

Outstanding

and Unvested

Equity

Awards

Granted in the

Year
($)

Year over Year

Change in Fair

Value of

Outstanding

and Unvested

Equity Awards

Granted in