UNITED STATES
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Acrivon Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
MESSAGE FROM OUR CHAIRMAN AND CEO
Dear Stockholders:
We are pleased to invite you to join us for the 2024 Annual Meeting of Stockholders of Acrivon Therapeutics, Inc., to be held on Thursday, June 20, 2024 at 11:00 a.m. Eastern Time, virtually over the Internet at https://www.proxypush.com/ACRV, during which time you will be able to vote your shares electronically and submit questions.
At the 2024 Annual Meeting, we will be asking you to elect three nominees, each to serve as a Class II director for a three-year term ending in 2027. Beginning on page 5, you will find detailed information about the qualifications of our director nominees and our continuing directors, who we believe are a strong group to represent your interests. Our Board of Directors is committed to governance practices that are appropriately tailored to our business and to guiding Acrivon to deliver on our commitment to developing precision medicines to improve the lives of patients.
In addition to the election of directors, as discussed beginning on page 23, we are also asking stockholders to ratify our audit committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
On behalf of the Board of Directors and the Acrivon team, we would like to thank you for your continued support. We look forward to your participation at the 2024 Annual Meeting.
Sincerely,
Peter Blume-Jensen, M.D., Ph.D.
Chief Executive Officer, President and Chairman of the Board
April 26, 2024
Acrivon Therapeutics, Inc.
480 Arsenal Way, Suite 100
Watertown, Massachusetts 02472
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date:
June 20, 2024
Record Date:
April 22, 2024
Time:
11:00 AM EST
Meeting Website:
https://www.proxypush.com/ACRV
To the Stockholders of Acrivon Therapeutics, Inc.:
We will hold the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Acrivon Therapeutics, Inc. on June 20, 2024, 11:00 AM Eastern Time as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions online by visiting https://www.proxypush.com/ACRV and entering your individual control number included in the notice regarding the Internet availability of proxy materials (the “Notice”), or on your proxy card, or in the voting instructions that accompanied the proxy materials.
Items of Business:
These matters are more fully described in the proxy statement accompanying this notice. In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered.
We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish our proxy materials, consisting of this Notice of Annual Meeting, the proxy statement, and a proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) via the Internet. On April 26, 2024, we commenced mailing to stockholders as of the record date the Notice, which contains instructions on how to access our Annual Meeting materials and vote via the Internet, or by mail or telephone. The Notice also contains instructions on how to request a paper copy of our proxy materials and the 2023 Annual Report. This process allows us to provide our stockholders with the information they need on a timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
Your vote is important. Whether or not you expect to participate in the Annual Meeting, the Board of Directors encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.
By Order of the Board of Directors,
Peter Blume-Jensen, M.D., Ph.D.
Chief Executive Officer, President and Director
April 26, 2024
TABLE OF CONTENTS
1
1
Important Notice Regarding the Internet Availability of Proxy Materials
1
1
1
2
2
2
3
3
4
4
5
5
5
6
6
6
15
15
16
19
19
19
21
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
23
Relationship with Independent Registered Public Accounting Firm
23
24
24
25
27
33
33
36
36
36
38
38
38
38
Stockholder Proposals and Nominations for Next Year’s Annual Meeting of Stockholders
38
Proxy St
atement Summary
This summary highlights information that is contained elsewhere in this Proxy Statement regarding the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Acrivon Therapeutics, Inc. (the “Company,” “Acrivon,” “we,” “us,” or “our”). It does not include all information necessary to make a voting decision and you should read this Proxy Statement in its entirety before casting your vote.
Overview of Proposals to be Pres
ented at the Annual Meeting
Proposals
Board Vote Recommendation
Page
FOR each nominee
5
FOR
23
Proposal No. 1: Election of Directors
We are asking you to vote for the election of each of Kristina Masson, Ph.D., M.B.A; Sharon Shacham, Ph.D., M.B.A.; and Ivana Magovčević-Liebisch, Ph.D., J.D. as a Class II director to serve for a three-year term expiring at our 2027 Annual Meeting. Our Board of Directors (the “Board”) currently consists of eight members and is divided into three classes, each of which has a three-year term.
Proposal No. 2: Ratification of Independent Auditor
We are also asking you to ratify our audit committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2024.
Other Proposals
The Board is not aware of any matters that will be brought before the Annual Meeting that are not referred to in the enclosed proxy card. If any other business should properly come before the Annual Meeting or any postponement or adjournment thereof, the persons named in the proxy will vote on such matters according to their best judgment. Discretionary authority to vote on such matters is conferred by such proxies upon the persons voting them.
Important Notice Regard
ing the Internet Availability of Proxy Materials
The Notice of Annual Meeting, the Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at
www.proxydocs.com/ACRV.
Important Information about the Annual Meeting and Voting
Attending the Annual Meeting
You will be able to attend the Annual Meeting by visiting https://www.proxypush.com/ACRV and using your individual control number included on your notice regarding the Internet availability of proxy materials
1
(the “Notice”), on your proxy card, or in the instructions that accompanied your proxy materials to enter the meeting.
If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you. If your shares are held in a stock brokerage account or by a bank, trustee, or other nominee (generally referred to as a “broker”), you are considered the beneficial owner of shares held in street name, your broker is considered, with respect to those shares, the stockholder of record, and the Notice or voting instructions are being forwarded to you by that organization.
The virtual meeting platform is fully supported across major web browsers and multiple device types running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Please allow ample time for online check-in, which will begin at 10:45 a.m. Eastern Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting login page. We will endeavor to answer as many questions submitted by stockholders as time permits at the Annual Meeting. Further information regarding procedures for asking questions and rules of conduct for the meeting will be posted on the virtual meeting login page. A replay of our Annual Meeting webcast will be available at https://www.proxydocs.com/ACRV after the meeting and will remain there for one year.
We believe that conducting the Annual Meeting as a virtual meeting will encourage higher levels of stockholder participation while also helping us reduce the environmental impact associated with the Annual Meeting.
Stockholder
s Entitled to Vote
The Board has set April 22, 2024, as the record date for the Annual Meeting. If you were the owner of our common stock at the close of business on the record date, you are entitled to vote at the Annual Meeting. You are entitled to one vote for each share of common stock you held on the record date. At the close of business on the record date, there were 30,875,456 shares of our common stock issued, outstanding and entitled to vote.
A list of stockholders of record entitled to vote at the Annual Meeting will be open to examination by any stockholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of ten calendar days before the Annual Meeting at our corporate offices at 480 Arsenal Way, Suite 100, Watertown, Massachusetts.
Quor
um
The holders of a majority of the voting power of the outstanding shares of common stock entitled to vote at the meeting as of the record date must be present at the Annual Meeting, either in attendance or by proxy, to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares will be counted as present at the Annual Meeting if you either attend our Annual Meeting or properly submit your proxy prior to the Annual Meeting. Shares subject to a broker non-vote will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting.
Voting Meth
ods
Voting Before the Meeting
To vote your shares before the Annual Meeting, please follow the instructions for Internet or telephone voting provided on the Notice. If you request printed copies of the proxy materials by mail, you may also vote
2
by signing and submitting your proxy card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. We encourage you to vote before the Annual Meeting even if you plan to attend the Annual Meeting to ensure that your shares will be represented whether or not you are able to attend the meeting.
Voting at the Meeting
Stockholders may vote and ask questions during the virtual Annual Meeting. To participate in the Annual Meeting, you will need to log into the virtual meeting website with your individual control number provided on your proxy materials. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.
Street Name Holders
If you are a beneficial owner who holds your shares in street name, you have the right to direct your broker, on how to vote the shares held in your account. You should follow the instructions in the Notice or voting instructions provided to you by that organization to vote your shares or direct the organization on how to vote your shares.
Vote Require
ments
Proposal No. 1: Election of Directors
For a director to be elected, the director must receive the affirmative vote of a plurality of the votes present or represented by proxy at the meeting and entitled to vote in the election of directors. This means that the individuals nominated for election to the Board at the Annual Meeting receiving the highest number of “FOR” votes will be elected.
Proposal No. 2: Ratification of Independent Auditor
The affirmative vote of the majority of the votes cast on the matter is required to ratify our independent auditors.
You may vote “FOR” or “WITHHOLD” with respect to each director nominee (Proposal No. 1) and “FOR,” “AGAINST,” or “ABSTAIN” with respect to the ratification of our audit committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal No. 2). Withhold votes on Proposal No. 1 or abstentions on Proposal No. 2 will be counted for purposes of establishing a quorum but will not have any impact on the voting results.
Brokers who hold our shares in street name for their customers generally have authority to vote on “routine” proposals, such as the ratification of auditors (Proposal No. 2), even when they have not received instructions from beneficial owners. However, they are precluded from exercising their voting discretion with respect to the election of directors or other non-routine matters. When a broker exercises this discretionary authority to vote on a routine matter, a broker non-vote occurs as to the other non-routine matters. A broker non-vote will have no impact on the voting results of the election of directors (Proposal No. 1).
If you are a stockholder of record and you properly sign and return a proxy card, your shares will be voted as you direct. If no instructions are indicated on such proxy card and you are a stockholder of record, shares represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this Proxy Statement, namely “FOR” for each director nominee, and “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
3
Revocability of Proxies
Any proxy given by a stockholder of record pursuant to this Proxy Statement may be revoked by the person giving it at any time before the final vote at the Annual Meeting by submitting a written notice of revocation to our Corporate Secretary at Acrivon Therapeutics, Inc., 480 Arsenal Way, Suite 100, Watertown, Massachusetts 02472. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone, by signing and returning a new proxy card by mail (only your latest proxy submitted prior to the Annual Meeting will be counted), or by virtually attending and voting during the Annual Meeting. Holders in street name should follow the instructions provided to you by your broker regarding how to revoke a proxy previously submitted.
Solicitatio
n of Proxies
Our Board is making this solicitation and we will bear the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. Copies of solicitation materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of common stock, and normal handling charges may be paid for such forwarding service. Officers and other of our employees, who will receive no additional compensation for their services, may solicit proxies by mail, email, via the Internet, personal interview, or telephone.
4
Proposal No. 1: Election of Cl
ass II Directors
Ove
rview
Our Board consists of eight directors and is divided into three classes with staggered three-year terms:
Class I – Term expiring at the 2026 Annual Meeting of Stockholders
Michael Tomsicek, M.B.A.
Charles Baum, M.D., Ph.D.
Class II – Term expiring at the 2024 Annual Meeting of Stockholders
Kristina Masson, Ph.D., M.B.A.
Sharon Shacham, Ph.D., M.B.A.
Ivana Magovčević-Liebisch, Ph.D., J.D.
Class III – Term expiring at the 2025 Annual Meeting of Stockholders
Peter Blume-Jensen, M.D., Ph.D.
Derek DiRocco, Ph.D.
Santhosh Palani, Ph.D., C.F.A.
At the Annual Meeting, each of Kristina Masson, Ph.D., M.B.A, Sharon Shacham, Ph.D., M.B.A. and Ivana Magovčević-Liebisch, Ph.D., J.D. will be standing for election as a Class II director, to hold a three-year term expiring at our 2027 Annual Meeting. The directors will hold office until her successor has been elected and qualified or until a director’s earlier resignation or removal.
The nominating and corporate governance committee has recommended, and the Board has approved, the nomination of Drs. Masson, Shacham and Magovčević-Liebisch to stand for election at the 2024 Annual Meeting. Dr. Magovčević-Liebisch is standing for election by our stockholders for the first time, and was originally identified as a candidate to join the Board by an independent third-party search firm. The nominees have consented to serve if elected. However, if a nominee fails to stand for election, declines to accept election, or is otherwise unavailable for election prior to our 2024 Annual Meeting, proxies solicited by our Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, or our Board, at its option, may reduce the number of directors that constitute the entire Board.
Director Qualifications
The nominating and corporate governance committee of the Board is tasked with annually considering the size, composition, and needs of the Board and, as appropriate, recommending the nominees for directors to the Board for approval. The nominating and corporate governance committee considers and evaluates suggestions from many sources regarding possible candidates for directors. Below are the general criteria for the evaluation of current and proposed directors:
5
The Board will periodically assess the skills, experience, knowledge and backgrounds of its directors in light of the needs of the Board, including the extent to which the current composition of the Board reflects a diverse mix of skills, experience, knowledge and backgrounds, including an appropriate number of women directors. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience.
Stockholder Nomina
tions
The nominating and corporate governance committee will review and evaluate candidates submitted by stockholders for election to the Board, taking into consideration whether nominations are in accordance with the procedures to nominate directors set forth in our bylaws. Any stockholder who wishes to recommend a candidate for consideration by the nominating and corporate governance committee should follow the procedures described later in this Proxy Statement under the heading “Stockholder Proposals and Nominations for Next Years’ Annual Meeting.”
Board Diversity Matrix
The table below provides information regarding certain diversity attributes of our Board members as of April 26, 2024, with categories as set forth by Nasdaq Listing Rule 5605(f).
Board Diversity Matrix
Total Number of Directors: 8
Female
Male
Gender Identity
Directors
3
5
Demographic Background
Asian
1
White
2
4
Did Not Disclose Demographic Background
1
Nominees and Continuing Di
rectors
Biographical information for the director nominees and each continuing director is set forth below. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes, or skills that factored into the determination by the nominating and corporate governance committee and our Board that each such person should serve as a director.
6
Class II Director Nominees for Terms Expiring in 2027
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS II DIRECTOR NOMINEES LISTED BELOW.
Kristina Masson, Ph.D., M.B.A.
Director Since:
March 2018
Age:
44
Experience and Expertise:
Dr. Masson is our co-founder and has served as our President, CEO and Site Head of our subsidiary Acrivon AB since March 2018. Dr. Masson has also served as our Executive Vice President, Business Operations since August 2022 and previously served as our Senior Vice President, Operations from March 2018 to August 2022. In November 2016, Dr. Masson founded OncoSignature AB, a biotechnology company, which she led until its acquisition by Acrivon AB in March 2018. Dr. Masson serves as a board member at Aqilion AB, a privately held Swedish company. Dr. Masson received an MSc and a Ph.D. from Lund University, conducted her Post-Doctoral Fellowship at the Broad Institute of MIT and Harvard, and earned her Executive MBA from MIT Sloan School of Management.
Qualifications:
7
Sharon Shacham, Ph.D., M.B.A.
Independent
Director Since:
October 2020
Committee Service:
Age:
53
Experience and Expertise:
Dr. Shacham co-founded E44 Ventures, a private equity company, in June 2022 and serves as Managing Director. Dr. Shacham founded Karyopharm Therapeutics Inc., a pharmaceutical company, in 2008, where she served as Chief Scientific Officer from October 2010 to May 2022, President from October 2013 to May 2021, President of Research and Development from December 2012 to May 2021, Head of Research and Development from October 2010 to December 2012, and President and Chief Executive Officer from October 2010 to January 2011. Dr. Shacham led the scientific and clinical work that led to the discovery, development and regulatory approval of selinexor (Xpovio). Xpovio is a first-in-class, oral exportin 1 (XPO1) inhibitor and is approved in the United States in multiple oncology indications. Prior to joining Karyopharm, Dr. Shacham served as Senior Vice President of Drug Development at Epix Pharmaceuticals, Inc., and Director, Algorithm and Software Development at Predix Pharmaceuticals Inc., which merged into Epix Pharmaceuticals in 2006, where she led the company’s efforts in GPCR modeling, computational chemistry, lead optimization and development of clinical trials. Dr. Shacham holds a B.S. in chemistry, a Ph.D. in biophysical chemistry, and an M.B.A. from Tel Aviv University.
Qualifications:
8
Ivana Magovčević-Liebisch, Ph.D., J.D.
Independent
Director Since:
February 2024
Other Public Boards:
Age:
56
Experience and Expertise:
Dr. Magovčević-Liebisch has served as the President and Chief Executive Officer of Vigil Neuroscience, Inc., a microglia-focused therapeutics company, since July 2020. Prior to Vigil, Dr. Magovčević-Liebisch was the Executive Vice President and Chief Business Officer at Ipsen, a pharmaceutical company, from March 2018 to April 2020 where she was responsible for growing the pipeline through strategic transactions. Prior to Ipsen, Dr. Magovčević-Liebisch was Executive Vice President, Chief Strategy and Corporate Development Officer at Axcella Health Inc. from May 2017 to March 2018, and Senior Vice President, Head of Global Business Development for the specialty drug business at Teva Pharmaceutical Industries Ltd. from March 2013 to May 2017. Prior to Teva, Dr. Magovčević-Liebisch held multiple pivotal roles at Dyax including executive vice president, chief operating officer, chief business officer, and general counsel. Dr. Magovčević-Liebisch was the Chairperson of the board of directors of ABSCI Corporation (NASDAQ: ABSI) and was a member of the board of directors of Aeglea BioTherapeutics, Inc. (now Spyre Therapeutics, Inc. (NASDAQ: SYRE)) and Applied Genetic Technologies Corporation (acquired by Syncona Ltd, now Beacon Therapeutics Holdings Ltd). She holds a Ph.D. in genetics from Harvard University and a J.D. in high technology law from Suffolk University Law School. She graduated from Wheaton College with a B.A. (summa cum laude) in biology and chemistry.
Qualifications:
9
Continuing Directors — Class I Directors with Terms Expiring in 2026
Michael Tomsicek, M.B.A.
Independent
Director Since:
October 2022
Committee Service:
Other Public Boards:
Age:
58
Experience and Expertise:
Mr. Tomsicek has served as a member of the board of directors of Milestone Pharmaceuticals USA, Inc., a Nasdaq-listed biopharmaceutical company, since April 2019. Mr. Tomsicek served as the Chief Financial Officer of CRISPR Therapeutics AG, a Nasdaq-listed gene editing company, from November 2017 through October 2021. Prior to that, Mr. Tomsicek served as Chief Financial Officer of Abiomed, Inc., a Nasdaq-listed medical device company, from July 2015 to August 2017. Before that, he was Chief Financial Officer at Cubist Pharmaceuticals, Inc., or Cubist, a Nasdaq-listed biopharmaceutical company. He was at Cubist from August 2010 to January 2015, through the company’s sale to Merck, and held a series of roles of increasing responsibility leading finance, investor relations and strategic sourcing. Prior to Cubist, Mr. Tomsicek spent nearly eight years at General Electric Healthcare, ultimately as Chief Financial Officer of the global ultrasound business. Mr. Tomsicek holds an M.B.A. and a B.S. in Engineering, both from the University of Wisconsin.
Qualifications:
10
Charles Baum, M.D., Ph.D.
Independent
Director Since:
June 2023
Committee Service:
Other Public Boards:
Age:
66
Experience and Expertise:
Dr. Baum was the Founder, President and Head of Research and Development at Mirati Therapeutics (“Mirati”) from 2021 to 2023 and was President, Founder and CEO of Mirati from 2012 to 2021. He was also a board member of Mirati since 2021 through its acquisition by Bristol Myers Squibb in 2024. Prior to joining Mirati, Dr. Baum was Senior Vice President for Biotherapeutic Clinical Research within Pfizer’s Worldwide Research Development division. He was at Pfizer from 2003 to 2012, serving in roles of increasing responsibility, including Vice President, Head of Oncology Development and Chief Medical Officer for Pfizer’s Biotherapeutics and Bioinnovation Center. Prior to Pfizer, Dr. Baum was at Schering-Plough. His career has also included academic and hospital positions at Stanford and Emory universities. Dr. Baum serves on the board of directors at Poseida Therapeutics, PMV Pharma, Odyssey Therapeutics, and Terremoto Biosciences. He is also on the scientific advisory board at ALX Oncology. Dr. Baum received his M.D. and Ph.D. degrees from Washington University School of Medicine and completed his post-graduate training at Stanford University. He previously served on the board of directors of Immunomedics, Inc. from February 2019 to October 2020 (acquired by Gilead Sciences), Array BioPharma from April 2014 until July 2019 (acquired by Pfizer) and BCTG Acquisition Group from September 2020 to July 2021 when it merged with Tango Therapeutics.
Qualifications:
11
Continuing Directors — Class III Directors with Terms Expiring in 2025
Peter Blume-Jensen, M.D., Ph.D.
Director Since:
March 2018
Age:
62
Experience and Expertise:
Dr. Blume-Jensen is our main founder and has served as our Chief Executive Officer, President, and chairman of our board of directors since October 2020. Dr. Blume-Jensen also serves as our acting Chief Scientific Officer. He previously served as Chief Scientific Officer at XTuit Pharmaceuticals, Inc., a biopharmaceutical company, from 2014 to March 2018 and before that as Chief Scientific Officer at Metamark Genetics, Inc., a biotechnology company, from 2010 to 2014. Prior to that he held several leadership positions in various pharmaceutical companies, including most recently as Vice President, External Scientific Affairs and Global Therapeutic Area Advisor for Oncology at Daiichi Sankyo from 2008 to 2010. He was Department Head, Senior Director, Molecular Oncology at Merck Co., Inc. from 2005 to 2008 and before that Department Head, Director of Molecular Oncology at EMD Serono, a biopharmaceutical division of Merck KGaA, from 2001 to 2005. He received an M.D. from Copenhagen University Medical School, Denmark, a Ph.D. from The Ludwig Institute for Cancer Research, Uppsala University, Uppsala, Sweden, and conducted his Post-Doctoral Fellowship under Tony Hunter at the Salk Institute. Our Board believes that Dr. Blume-Jensen is qualified to serve as a director based on his knowledge of our business as our main founder and chief executive officer, inventor of the founding AP3 platform and his extensive experience in oncology research and development and oncogenic kinase signaling.
Qualifications:
12
Derek DiRocco, Ph.D.
Independent
Director Since:
November 2021
Committee Service:
Other Public Boards:
Age:
43
Experience and Expertise:
Dr. DiRocco has been a partner at RA Capital Management, LLC, an investment manager, since December 2020 and previously served as principal from December 2017 to December 2020, an analyst from June 2015 to December 2017 and an associate from July 2013 to June 2015. Dr. DiRocco has served on the board of directors of 89bio, Inc. since April 2018, Acrivon Therapeutics since November 2021, Forward Therapeutics since November 2023, Frontier Medicines since July 2021, Mineralys Therapeutics since June 2022, Rivus Pharmaceuticals since September 2022, and Werewolf Therapeutics, Inc. since December 2020. Dr. DiRocco holds a B.A. in biology from College of the Holy Cross and a Ph.D. in pharmacology from the University of Washington, and conducted his postdoctoral research at Brigham and Women’s Hospital/Harvard Medical School. He previously served on the board of directors of Achilles Therapeutics plc, Day One Biopharmaceuticals Inc, iTeos Therapeutics and Connect Biopharma Holdings Limited.
Qualifications:
13
Santhosh Palani, Ph.D., C.F.A.
Independent
Director Since:
March 2024
Other Public Boards:
Age:
41
Experience and Expertise:
Dr. Palani is a former investment partner and a current advisory partner at PFM Health Sciences. At PFM, Dr. Palani led public and private biotechnology investments, and served on the board of companies in the cell therapy and gene editing fields. Prior to joining PFM in 2020, Dr. Palani was a principal at New Enterprise Associates (NEA) where he invested in early-stage private biotechnology companies and served on the boards of companies in the radiopharmaceuticals, cell therapy, targeted oncology, and gene editing fields. From 2016 to 2018, Dr. Palani was the vice president of equity research at Cowen and Company, where he covered small- to mid-cap biotechnology stocks across numerous therapeutic areas. Prior to Cowen, Dr. Palani was in oncology drug development at Pfizer Inc. and Takeda Pharmaceuticals. Dr. Palani has a Ph.D. in bioengineering from the University of Pennsylvania and completed his postdoctoral work in biochemistry and molecular biophysics at Columbia University. He also holds an M.S. in chemical engineering from Texas AM University and a B.S. in chemical engineering from the University of Madras. Dr. Palani is a CFA® Charterholder.
He was previously a director at Metagenomi Inc., Turnstone Biologics Corp and Caribou Biosciences Inc.
Qualifications:
14
Corpora
te Governance and Our Board of Directors
Board Leadership and Governan
ce Structure
The following table details certain basic information on our directors, the composition of the Board and its standing committees and the number of meetings held during the year ended December 31, 2023:
Committee Memberships
Name
Age
Director Site
Independent
Audit
Compensation
Nominating and Corporate Governance
Peter Blume-Jensen, M.D., Ph.D.
62
2018
Kristina Masson, Ph.D., M.B.A.
44
2018
Sharon Shacham, Ph.D., M.B.A.
53
2020
Derek DiRocco, Ph.D.
43
2021
©
Michael Tomsicek, M.B.A.
58
2022
©
Charles (Chuck) Baum, M.D., Ph.D.
66
2023
©
Ivana Magovčević-Liebisch, Ph.D., J.D.
56
2024
Santhosh Palani, Ph.D., CFA
41
2024
2023 Meetings
Board: 6
4
4
1
= Member
© = Chair
Director Independence
Nasdaq listing rules require a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.
Our Board has determined that all of our directors other than Peter Blume-Jensen, M.D., Ph.D., and Kristina Masson, Ph.D., M.B.A. are “independent directors” as defined under applicable Nasdaq rules. In making such determination, our Board considered the current and prior relationships that each such director has with our company and all other facts and circumstances that our Board deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each director and the transactions described in the section titled “Certain Relationships and Related Party Transactions.”
There are no family relationships among any of our directors or executive officers except that Dr. Blume-Jensen, our Chief Executive Officer and President and Chairman, and Dr. Masson, our
Executive Vice President, Business Operations, and
a director, are married.
15
Board Leadership Structure
One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements.
Board Size
The Board currently consists of eight directors. Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company.
Board Comm
ittees
Our Board has established an audit committee, compensation committee and a nominating and corporate governance committee, each of which operate pursuant to a committee charter. Our Board may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below.
Audit Committee
Our audit committee consists of Mr. Tomsicek, Dr. Shacham and Dr. DiRocco, with Mr. Tomsicek serving as chair of the audit committee. Our Board has determined that each of these individuals meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act, and the applicable listing standards of Nasdaq. Each member of our audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. Our Board has also determined that Mr. Tomsicek qualifies as an audit committee financial expert within the meaning of Securities and Exchange Commission (“SEC”) regulations and meets the financial sophistication requirements of the Nasdaq listing rules. In arriving at these determinations, the board has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment.
The functions of this committee include, among other things:
16
We believe that the composition and functioning of our audit committee will comply with all applicable SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.
Compensation Committee
Our compensation committee consists of Dr. Baum, Mr. Tomsicek and Dr. DiRocco, with Dr. Baum serving as chair of the compensation committee. Each of these individuals is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our Board has determined that each of these individuals is “independent” as defined under the applicable listing standards of Nasdaq, including the standards specific to members of a compensation committee. The functions of this committee include, among other things:
17
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Dr. DiRocco, Dr. Baum and Dr. Shacham, with Dr. DiRocco serving as chair of the nominating and corporate governance committee. Our Board has determined that each of these individuals is “independent” as defined under the applicable listing standards of Nasdaq and SEC rules and regulations. The functions of this committee include, among other things:
18
We believe that the composition and functioning of our nominating and corporate governance committee will comply with all applicable SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.
Meeting A
ttendance
During 2023, each director attended at least 75% of the meetings of the Board and meetings of each committee of the Board on which he or she served. All of our directors are encouraged to attend our annual shareholder meetings.
Other Governance Matters
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics or the code of conduct applicable to all of our employees, executive officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of the code of conduct is available under the Governance section of our website. We intend to post on our website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code of conduct. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.
Role of the Board in Risk Oversight
One of the key functions of the Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements.
For more information on cybersecurity oversight, please refer to Item 1C, “Cybersecurity” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).
Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines to assist the Board in carrying out its oversight responsibilities and to serve the best interests of the Company and our stockholders. Our Corporate Governance Guidelines are intended to serve as a flexible framework for the conduct of the Board’s business and are available under the Governance section of our website.
Compensation Committee Interlocks and Insider Participation
There were no compensation committee interlocks required to be disclosed during the calendar year ended December 31, 2023. No director who served on the Compensation Committee during the calendar year ended December 31, 2023, has any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.
Communications with the
Board
19
The Board has adopted a procedure for receiving and addressing communications from our stockholders and other interested parties. Stockholders and others who wish to communicate with the Board, any group of directors, or any individual director can write to: Acrivon Therapeutics, Inc. 480 Arsenal Way, Suite 100, Watertown, Massachusetts 02472, Attn: Corporate Secretary. Your communication should prominently display the legend “BOARD COMMUNICATION.” Any such communication will be copied into our files and forwarded to the relevant individual or group to which the communication was addressed at or prior to the next meeting of the Board.
Certain communications unrelated to the duties and responsibilities of the Board will not be forwarded, including spam, junk mail, and mass mailings, resumes, and other forms of job inquiries, surveys, business solicitations or advertisements, and any communication determined to be frivolous, unduly hostile, threatening, illegal or similarly unsuitable.
20
Dire
ctor Compensation
Our Board adopted a non-employee director compensation policy in October 2022 that became effective upon the pricing of our initial public offering. Such policy was amended early 2024 to require that each non-employee director serve for a minimum of one year before receiving an annual equity grant. The non-employee director compensation policy was established and amended after considering market practices with respect to newly public companies within the biotechnology industry. This compensation policy provides that each non-employee director will receive the compensation described below for service on our Board. Dr. Blume-Jensen, our Chief Executive Officer and President, and Dr. Masson, our Executive Vice President, Business Operations, are also members of our Board, do not receive any additional compensation for their service as a director.
Cash compensation
. Under this policy, we pay each of our non-employee directors cash retainers for service on our Board and committees of our Board as follows:
Annual Cash Retainer ($)
Annual retainer
40,000
Additional retainer for lead independent director
20,000
Additional retainer for audit committee chair
15,000
Additional retainer for audit committee non-chair member
7,500
Additional retainer for compensation committee chair
15,000
Additional retainer for compensation committee non-chair member
7,500
Additional retainer for nominating and corporate governance committee chair
10,000
Additional retainer for nominating and corporate governance committee non-chair member
5,000
We also reimburse each non-employee director for any ordinary and reasonable out-of-pocket expenses actually incurred by such director in connection with in-person attendance at and participation in meetings of our Board and committees of our Board.
Equity compensation.
In addition to cash compensation, each non-employee director is eligible to receive options under our 2022 Equity Incentive Plan (the “2022 Plan”). All options granted under the policy are nonstatutory stock options, with an exercise price per share equal to 100% of the fair market value of the underlying common stock on the date of grant, and a term of ten years from the date of grant, subject to earlier termination in connection with a termination of service. Vesting schedules for equity awards are subject to the non-employee director’s continuous service on each applicable vesting date, provided that each option will vest in full upon a change in control of the company, as defined in the 2022 Plan.
Initial award.
Each new non-employee director elected or appointed to our Board will automatically be granted an initial, one-time stock option award having an aggregate grant date fair value of $315,000, provided that the number of shares underlying such option will not exceed 32,500 shares. The initial option grant will vest in substantially equal monthly installments over a three-year period such that the option is fully vested on the third anniversary of the grant date.
Annual awards.
Beginning in 2024, on the date of each annual meeting of stockholders of our company, each non-employee director that continues to serve on our Board and who has served as a non-employee director since the prior annual meeting will automatically be granted a stock option award having an aggregate grant date fair value of $210,000, provided that the number of shares underlying such option will not exceed 20,275 shares. The grant date fair value of the annual option grant will be prorated for non-employee directors who have served on our Board for less than one year as of such annual meeting. The annual option grant will vest in substantially equal monthly installments over a one-year period such that the option is fully vested on the first anniversary of the grant date, provided that such option will in any case become fully vested on the date immediately preceding the date of our next annual stockholder meeting.
21
2023 Director Compensation
The following table sets forth information for the year ended December 31, 2023, regarding the compensation awarded to, earned by or paid to our non-employee directors. Please see the “2023 Summary Compensation Table” for the compensation received by Dr. Blume-Jensen and Dr. Masson for their service to the company during 2023.
Name
Fees Earned or Paid in Cash ($)(1)
Option Awards
Total ($)
Charles Baum, M.D., Ph.D.
26,000
299,068
325,068
Derek DiRocco, Ph.D.
65,000
-
65,000
Sharon Shacham, Ph.D., M.B.A.
58,125
-
58,125
Michael Tomsicek, M.B.A
68,125
-
68,125
22
Proposal No. 2: Ratif
ication of Appointment of Independent Registered Public Accounting Firm
The audit committee of the Board has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2024, and is asking stockholders to ratify this appointment at the Annual Meeting.
PwC has audited our financial statements annually since 2022. A representative of PwC is expected to attend this year’s Annual Meeting, and will have the opportunity to make a statement, if desired, and will be available to respond to appropriate questions. In making its recommendation to the Board to select PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024, the audit committee determined that retention of PwC is in the best interests of us and our stockholders. Information regarding fees billed by PwC for our 2022 and 2023 fiscal years is set forth under “Relationship with Independent Registered Public Accounting Firm” below.
In the event that stockholders fail to ratify the appointment, the audit committee will reconsider whether to retain PwC, but may ultimately determine to retain PwC as our independent registered public accounting firm. Even if the appointment is ratified, the audit committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that it is advisable to do so.
OUR BOARD AND AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024
Relationship with Inde
pendent Registered Public Accounting Firm
Fee Category
2023
2022
Audit Fees
$
745,000
$
440,000
Audit-Related Fees
$
—
$
—
Tax Fees
$
—
$
—
All Other Fees
$
956
$
956
Total Fees
$
745,956
$
440,956
“Audit Fees” above are professional services associated with the audit of our financial statements and the filing of our registration statements.
“Audit-Related Fees” includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not included above under “Audit Fees.”
“Tax Fees” includes fees for professional services provided by PwC for tax compliance, tax advice, and tax planning.
“All Other Fees” include fees for services provided by PwC that are not included in the other fee categories reported above. For 2022 and 2023, those fees consist of license fees for accounting research software.
23
Audit Committee Pre-Approval Polici
es and Procedures
According to policies adopted by the audit committee and ratified by our Board, to ensure compliance with the SEC’s rules regarding auditor independence, all audit and non-audit services to be provided by our independent registered public accounting firm must be pre-approved by the audit committee. Preapproval may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.
The audit committee approved one hundred percent (100%) of all services provided by PwC during the years ended December 31, 2023 and 2022. The audit committee has considered the nature and amount of the fees billed by PwC and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining PwC’s independence.
Audit Co
mmittee Report
The primary function of the Audit Committee is to oversee our accounting and financial reporting processes and the external audit of our financial statements on behalf of the Board. The Audit Committee operates under a written charter adopted by the Board that satisfies applicable SEC and Nasdaq standards and is available in the “Investors Media — Corporate Governance” section of our corporate website, www.acrivon.com. The Audit Committee reviews the charter and proposes necessary changes to the Board on an annual basis.
The Audit Committee has reviewed and discussed with management our audited financial statements for the fiscal year ended December 31, 2023 and has discussed with PwC, our independent registered public accounting firm for the fiscal year ended December 31, 2023, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from PwC required under the applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and discussed with PwC its independence.
On the basis of the review and discussions referenced above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.
In addition to its oversight of our corporate accounting and financial reporting process, the Audit Committee is responsible for the appointment, oversight, evaluation, and retention of our independent registered public accounting firm. In connection with this responsibility, the Audit Committee annually reviews the qualifications, performance, and independence of the independent registered public accounting firm, including the performance of the lead audit partner, and assures the regular rotation of the lead audit partner as required. In doing so, the Audit Committee considers a number of factors including, but not limited to quality of services provided, technical expertise, knowledge of the industry, effective communication, and objectivity. The Audit Committee also considers whether the non-audit services provided by the independent registered public accounting firm are compatible with maintaining its independence.
The Audit Committee has engaged PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and is seeking ratification of such engagement by our stockholders.
Audit Committee
Michael Tomsicek, M.B.A., Chair
24
Execu
tive Officers
The following table sets forth the name, age and position of each of our executive officers as of the date of this Proxy Statement:
Name
Position
Age
Peter Blume-Jensen, M.D., Ph.D.
Chief Executive Officer, President, and Chairman of the Board
62
Kristina Masson, Ph.D., M.B.A.
Executive Vice President, Business Operations, and Director
44
Mary-Alice Miller, J.D.
Chief Legal Officer
50
Rasmus Holm-Jorgensen
Chief Financial Officer
53
Eric Devroe, Ph.D.
Chief Operating Officer
46
Erick Gamelin, M.D., Ph.D.
Chief Development Officer
67
Jean-Marie Cuillerot, M.D.
Chief Medical Officer
59
Peter Blume-Jensen, M.D., Ph.D.
— For Peter Blume-Jensen’s biographical information, see “Nominees and Continuing Directors — Class III Directors with Terms Expiring in 2025.”
Kristina Masson, Ph.D., M.B.A.
— For Kristina Masson’s biographical information, see “Nominees and Continuing Directors — Class II Director Nominees for Terms Expiring in 2027.”
Mary-Alice Miller, J.D.
, has served as our Chief Legal Officer since September 2023 and previously served as our General Counsel from October 2022 to September 2023. Mrs. Miller has also served as our Corporate Secretary since December 2022. Prior to this, Mrs. Miller served as General Counsel of Butterfly Network, Inc., a digital health company, from December 2020 to June 2022. Prior to that, she served as General Counsel and Chief Risk Officer of Columbia Care, a medical cannabis company, from December 2017 to December 2020. Prior to that, Mrs. Miller was a member of Outside GC from March 2017 to December 2017, providing general counsel legal support to client companies. Mrs. Miller received a B.A. from Boston College and a J.D. from Boston College Law School.
Rasmus Holm-Jorgensen,
has served as our Chief Financial Officer since April 2022. Previously, he served as Senior Vice President, Chief Strategy Portfolio Officer at Kiniksa Pharmaceuticals, Inc., a biopharmaceutical company, from 2015 to April 2022. Prior to that, Mr. Holm-Jorgensen served as Group Vice President and General Manager at Synageva BioPharma Corp. from 2011 to 2015. Mr. Holm-Jorgensen received an M.S. in economics from the University of Copenhagen.
Eric Devroe, Ph.D.
, has served as our Chief Operating Officer since August 2022 and previously served as our Senior Vice President, Business Operations from October 2020 to August 2022. Dr. Devroe also served as our Corporate Secretary from January 2021 to December 2022. Previously, Dr. Devroe served as Founder Chief Executive Officer of Xione Therapeutics, Inc., an oncology company, from August 2019 to September 2021, Strategic Advisor, Therapeutics Discovery at the MDACC from May 2018 to October 2019, and Founder Chief Executive Officer of Opsonix, Inc., an infectious diseases company, from 2015 to May 2018. Dr. Devroe received a B.S. in microbiology from the University of Texas at Austin and a Ph.D. in biological chemistry and molecular pharmacology from Harvard University.
Erick Gamelin, M.D., Ph.D.
, has served as our Chief Development Officer since January 2024, and previously served as our Chief Medical Officer since March 2021. Previously, he served as Chief Medical Officer at Step Pharma, a biotechnology company, from November 2019 to January 2021, Vice President, Oncology at Dynavax Technologies Corporation, a biopharmaceutical company, from March 2018 to October
25
2019, Vice President at MacroGenics, Inc., a biopharmaceutical company, from August 2017 to March 2018, and in various leadership positions in the Oncology Vaccine department at Pfizer Inc., a pharmaceutical company, from 2015 to July 2017. Dr. Gamelin is a medical oncologist, former professor of Medical Oncology and CEO of a national University Cancer Center, ICO, and a Knight of the French National Order of Merit, appointed by the French Minister of Health. He has co-authored more than 135 international scientific articles in peer-reviewed journals and has founded and led an academic research team: “Genomics and mechanisms of cancer resistance.” Dr. Gamelin received a Ph.D. in molecular pharmacology from Bordeaux University and conducted his Post-Doctoral studies in the Molecular Therapeutics Section, Medical Branch, at the National Institutes of Health.
Jean-Marie Cuillerot, M.D.
,
has served as our Chief Medical Officer since January 2024. Dr. Cuillerot worked as an independent consultant in the biotechnology industry from August 2023 to December 2023. Prior to that, Dr. Cuillerot served as the Chief Medical Officer at Dragonfly Therapeutics, Inc., a clinical-stage biopharmaceutical company, from January 2018 to August 2023, Chief Medical Officer of Agenus from January 2017 to January 2018 and previously as Vice-President and Global Head of Clinical Development for Agenus, Inc. a biotechnology company focused on immunotherapy, from July 2016 to January 2017. Earlier in his career, Dr. Cuillerot also served as a clinical research physician at the Centre d'Immunologie Pierre Fabre, and as an assistant professor at the Hopitaux Universitaires de Strasbourg. Dr. Cuillerot received a B.S. in biochemistry, an M.Sc. in cellular and molecular biology and an M.D. at the University Louis Pasteur (Strasbourg, France).
26
Executive Co
mpensation
The following is a discussion and analysis of compensation arrangements of our named executive officers. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.
Overview
Our current executive compensation program is intended to align executive compensation with our business objectives and to enable us to attract, retain and reward executive officers who contribute to our long-term success. The compensation paid or awarded to our executive officers is generally based on the assessment of each individual’s performance compared against the business objectives established for the fiscal year as well as our historical compensation practices. For 2023, the material elements of our executive compensation program were base salary, annual cash incentives and, with respect to certain executive officers, equity awards in the form of stock options and/or restricted stock units (“RSUs”).
Our named executive officers for the fiscal year ended December 31, 2023, consisting of our principal executive officer and the next two most highly compensated executive officers, were:
2023 Summary Compensation Table
The following table sets forth information regarding compensation awarded to, earned by and paid to our named executive officers with respect to the year ended December 31, 2023, and, to the extent required by SEC disclosure rules, the year ended December 31, 2022.
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($) (1)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($) (2)
All Other Compensation ($)
Total ($)
Peter Blume-Jensen, M.D., Ph.D.
2023
629,000
–
5,488,273
–
348,700
–
6,465,973
Chief Executive Officer, President and Director
2022
535,942
18,728,000
1,951,598
469,700
21,685,240
Kristina Masson, M.B.A., Ph.D. (3) (4)
2023
521,383
–
–
–
218,400
–
739,783
Executive Vice President, Business Operations, Director
2022
–
–
–
–
–
–
–
Mary-Alice Miller, J.D. (3)
2023
418,501
–
34,529
75,366
168,607
697,003
Chief Legal Officer
2022
–
–
–
–
–
–
–
27
Narrative to the 2023 Summary Compensation Table
Annual Base Salary
Our named executive officers receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. In March 2023, the Board approved an increase to Dr. Blume-Jensen's base salary from $610,000 to $634,000, effective March 16, 2023. In March 2023, Dr. Masson’s base salary was increased from $525,000 to $546,000, effective March 16, 2023. Mrs. Miller’s base salary was increased from $400,000 to $416,000, effective March 16, 2023. On September 12, 2023, in connection with her promotion from General Counsel to Chief Legal Officer, Mrs. Miller’s base salary was increased to $435,000.
Non-Equity Incentive Plan Compensation
Our named executive officers are eligible to receive annual incentive compensation based on the satisfaction of individual and corporate performance objectives. Each named executive officer has a target annual incentive opportunity, calculated as a percentage of annual base salary. For 2023, the target annual incentive opportunities as a percentage of base salary for our named executive officers were 55%
for Dr. Blume-Jensen and
40% for Dr. Masson
and 40% for Mrs. Miller. The amounts of any annual incentives earned are determined after the end of the year, based on the achievement of the designated corporate and individual performance objectives, and may be paid in cash or equity. For 2023, our Board determined that the corporate performance goals had been achieved at a 100% level. Please see the column of the 2023 Summary Compensation Table above entitled “Non-Equity Incentive Plan Compensation” for the aggregate payouts for each named executive officer.
Equity-Based Incentive Awards
We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Prior to our initial public offering, we had only used stock option grants for this purpose because we believe they were an effective means by which to align the long-term interests of our executive officers with those of our stockholders. The use of stock options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees.
We award stock options broadly to our employees, including to our non-executive employees. Grants to our executives and other employees are made at the discretion of our Board and are not made at any specific time period during a year.
In August 2023, the Board approved a grant of RSUs to Dr. Blume-Jensen with respect to 493,994 shares. The shares subject to Dr. Blume-Jensen’s RSU grant are scheduled to vest with respect to one-third of the shares subject to the RSU grant on August 21, 2024, and then in eight equal quarterly installments thereafter, subject to Dr. Blume-Jensen’s continuous service through each such vesting date. In September 2023, the Board approved a grant of RSUs to Mrs. Miller with respect to 3,858 shares. The shares subject to Mrs. Miller’s RSU grant are scheduled to vest with respect to 25% of the shares subject to the RSU grant on October 1, 2024, and the remaining RSUs are scheduled to vest in three equal annual installments thereafter, subject to Mrs. Miller’s continuous service through each such vesting date. In October 2023, the Board approved an option grant to Mrs. Miller with respect to 11,576 shares. The shares subject to the option granted to Mrs. Miller are scheduled to vest with respect to 25% of the shares subject to the option on October 1, 2024, and the remaining shares subject
28
to the option are scheduled to vest in 36 equal monthly installments thereafter, subject to Mrs. Miller’s continuous service through each such vesting date.
Notwithstanding the foregoing, in the event that, in connection with or during the period ending 12 months following the consummation of a change in control, we terminate the named executive officer for any reason other than for cause, any portion of the options or RSUs described above, as applicable, that is outstanding and unvested as of the date will immediately accelerate and vest in full as of the date of such termination (or, if later, the date of such change in control).
29
2023 Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information about outstanding equity awards granted to our named executive officers that were outstanding as of December 31, 2023.
Option Awards
(1)
Stock Awards
(2)
Name
Grant Date
Vesting Commencement Date
Number of Securities Underlying Unexercised Options Exercisable
Number of Securities Underlying Unexercised Options Unexercisable
Option Excersise 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
Peter Blume-Jensen,
1/14/2021
10/5/2020
165,947
—
$
1.04
1/13/2031
—
—
M.D., Ph.D.
3/22/2022
1/1/2022
28,623
62,232
(4)
$
3.88
3/21/2032
—
—
11/14/2022
11/14/2022
48,823
131,446
(5)
$
12.5
11/13/2032
—
—
11/14/2022
11/14/2022
—
—
—
—
958,814
(6)
$
4,717,365
11/14/2022
11/14/2022
—
—
—
—
45,067
(7)
$
221,730
8/21/2023
8/21/2023
—
—
—
—
493,994
(6)
$
2,430,450
Kristina Masson,
1/14/2021
10/5/2020
82,973
—
$
1.04
1/13/2031
—
—
M.B.A., Ph.D.
3/22/2022
1/1/2022
31,116
31,114
(4)
$
3.88
3/21/2032
—
—
11/14/2022
11/14/2022
21,699
58,421
(5)
$
12.5
11/13/2032
—
—
11/14/2022
11/14/2022
—
—
—
—
20,030
(7)
$
98,548
Mary-Alice Miller,
11/14/2022
10/17/2022
26,612
64,629
(5)
$
12.5
11/13/2032
—
—
J.D.
11/14/2022
11/14/2022
8,137
21,908
(5)
$
12.5
11/13/2032
—
—
9/26/2023
10/1/2023
—
11,576
(5)
$
8.95
9/25/2033
—
—
11/14/2022
10/17/2022
—
—
—
—
22,810
(7)
$
112,225
11/14/2022
11/14/2022
—
—
—
—
7,511
(7)
$
36,954
9/26/2023
10/1/2023
—
—
—
—
3,858
(8)
$
18,981
Employment Agreements with Named Executive Officers and Potential Payments and Benefits Upon Termination or Change in Control
We have entered into employment agreements with our named executive officers. The key terms of the employment agreements are described below. For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment or a change in control under the arrangements with
30
our named executive officers, please see the section titled “Potential Payments Upon Termination of Employment or Change in Control in the Prior Employment Agreements” below.
Employment Agreements with our Named Executive Officers
Peter Blume-Jensen, M.D., Ph.D.
Dr. Blume-Jensen is subject to an employment agreement, dated October 6, 2020, which provides for a base salary, target bonus and severance benefits. In March 2023, the Board approved an increase to Dr. Blume-Jensen's base salary from $610,000 to $634,000, and his annual target bonus was set at 55% of his base salary. The annual bonus will be determined by the Board based on achievement of targets and milestones for our performance and Dr. Blume-Jensen’s performance for the applicable calendar year. Dr. Blume-Jensen’s base salary and target bonus are subject to adjustment, as determined by the Compensation Committee. The employment agreement provides for severance benefits upon a qualifying termination, which are described in detail in the section titled “Potential Payments Upon Termination of Employment or Change in Control” below. The employment agreement also provides for standard benefits, such as vacation, reimbursement of business expenses, and participation in our employee benefit plans and programs.
Kristina Masson, Ph.D., M.B.A
Dr. Masson was subject to an employment agreement, dated October 5, 2020, which was amended on August 5, 2022, which provided for a base salary, target bonus and severance benefits. In May 2023, this agreement was replaced with an employment agreement with the Company with respect to her services in the United States and an employment agreement with Acrivon AB with respect to her services in Sweden. Under her employment agreements, Dr. Masson is eligible for a combined base salary of $546,000 and a target bonus equal to 40% of her base salary. The annual bonus will be determined by the Board based on achievement of targets and milestones for our performance and Dr. Masson’s performance for the applicable calendar year. Dr. Masson’s base salary and target bonus are subject to adjustment, as determined by the Compensation Committee. The employment agreements provide for severance benefits upon a qualifying termination, which are described in detail in the section titled “Potential Payments Upon Termination of Employment or Change in Control” below. The employment agreements also provide for standard benefits, such as vacation, reimbursement of business expenses, and participation in our employee benefit plans and programs.
Mary-Alice Miller, J.D.
Mrs. Miller’s offer letter, dated October 12, 2022, provides for a base salary and an annual target bonus, each of which are subject to adjustment, as determined by the Compensation Committee. In March 2023, the Board approved an increase to Mrs. Miller’s base salary from $400,000 to $416,000 and her target bonus was maintained at 40% of her base salary. In September 2023, in connection with her promotion from General Counsel to Chief Legal Officer, Mrs. Miller’s offer letter was amended to increase her base salary from $416,000 to $435,000. The amended offer letter also provides for severance benefits upon a qualifying termination, which are described in detail in the section titled “Potential Payments Upon Termination of Employment or Change in Control” below. The annual bonus will be determined by the Compensation Committee based on achievement of targets and milestones for our performance and Mrs. Miller’s performance for the applicable calendar year. The offer letter, as amended, also provides for standard benefits, such as vacation, reimbursement of business expenses, and participation in our employee benefit plans and programs.
Potential Payments Upon Termination of Employment or Change in Control
Dr. Blume-Jensen
In the event that Dr. Blume-Jensen’s employment terminates, other than during the three months prior to, or within a twelve month period following, the consummation of a change of control (the “Change of Control Period”), by us without “cause” or by Dr. Blume-Jensen for “good reason” (as defined in the employment agreement), and subject to Dr. Blume-Jensen’s execution of a separation agreement with a general release of claims in our favor, and standard terms relating to non-disparagement, confidentiality, cooperation and the like (the “Executive Severance Conditions”), Dr. Blume-Jensen will receive (i) cash severance in the form of
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continuation of his base salary for a period of twelve months; (ii) a pro-rata portion of his target bonus for the year in which termination occurs; (iii) continuation of health benefits for a period of up to twelve months; and (iv) continued vesting of all outstanding time-based equity awards that would otherwise have vested had he remained employment for an additional twelve months after the separation date.
In the event that Dr. Blume-Jensen’s employment terminates without cause or upon Dr. Blume-Jensen’s resignation for good reason within the Change of Control Period, and subject to Dr. Blume-Jensen’s satisfaction of the Executive Severance Conditions, Dr. Blume-Jensen will receive (i) cash severance in the form of a lump sum payment equal to eighteen months of his base salary; (ii) 100% of his target bonus; (iii) continuation of health benefits for a period of up to eighteen months; and (iv) full acceleration of all outstanding time-based equity awards held by Dr. Blume-Jensen.
Dr. Masson
In the event that Dr. Masson’s employment terminates, other than during the Change of Control Period, by us without “cause” or by Dr. Masson for “good reason” (as defined in the amended employment agreement), and subject to Dr. Masson’s satisfaction of the Executive Severance Conditions, Dr. Masson will receive (i) cash severance in the form of continuation of her base salary for a period of nine months and, under the agreement with Acrivon AB, a lump sum payment equal to three months of base salary; (ii) a pro-rata portion of her target bonus for the year in which termination occurs; (iii) continuation of health benefits for a period of up to nine months; and (iv) continued vesting of all outstanding time-based equity awards that would otherwise have vested had she remained in employment for an additional nine months after the separation date.
In the event that Dr. Masson’s employment terminates without cause or upon Dr. Masson’s resignation for good reason within the Change of Control Period, and subject to Dr. Masson’s satisfaction of the Executive Severance Conditions, Dr. Masson will receive: (i) cash severance in the form of a lump sum payment equal to twelve months of her base salary; (ii) 100% of her target bonus; (iii) continuation of health benefits for a period of up to twelve months; and (iv) full acceleration of all outstanding time-based equity awards held by Dr. Masson.
Mrs. Miller
In the event that Mrs. Miller’s employment terminates, other than within the twelve month period following a “change of control”, without “cause” or by Mrs. Miller for “good reason” (as defined in the amended employment agreement), and subject to Mrs. Miller’s satisfaction of the Executive Severance Conditions, Mrs. Miller will receive cash severance in the form of continuation of her base salary for of six months.
In the event that Mrs. Miller’s employment terminates within the twelve month period following a “change of control” without “cause” or by Mrs. Miller for “good reason,” and subject to Mrs. Miller’s satisfaction of the Executive Severance Conditions, then she will receive (i) cash severance in the form of a lump sum payment equal to six months of her base salary, and (ii) full acceleration of all outstanding time-based equity awards held by Mrs. Miller.
Retirement Benefits and Other Compensation
Our named executive officers are eligible to participate in our employee benefits, including health insurance and group life insurance benefits, on the same basis as our other employees. In addition, we maintain a 401(k) profit sharing plan pursuant to Section 401(k) of the Code covering all eligible employees. We generally do not provide other perquisites or personal benefits except in limited circumstances.
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EQUITY COMPENSA
TION PLAN INFORMATION
The following table provides information as of December 31, 2023 with respect to shares of our common stock that may be issued under our existing equity compensation plans.
Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants and Rights
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)
Equity Compensation plans approved by security holders
4,876,960
$
7.04
2,107,745
Equity Compensation plans not approved by security holders
—
—
—
Total
4,876,960
$
7.04
2,107,745
(1) Consists of 3,117,042 shares issuable pursuant to outstanding stock options and 1,759,918 RSUs under 2019 Stock Incentive Plan, 2022 Stock Incentive Plan and 2023 Inducement Plan.
(2) Includes 434,204 shares available for issuance under our Employee Stock Purchase Plan.
Ow
nership Of Our Common Stock
The following table sets forth information relating to the beneficial ownership of our common stock as of April 22, 2024, by:
The number of shares beneficially owned by each entity, person, director, or executive officer is determined in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of April 22, 2024, through the exercise of any stock option or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person.
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The percentage of shares beneficially owned is computed on the basis of 30,875,456 shares of our common stock outstanding on April 22, 2024. Shares of our common stock that a person has the right to acquire within 60 days of April 22, 2024, are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but not for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group.
Name of Beneficial Owner
Number of
Percentage of
5% Stockholders:
Entities affiliated with RA Capital Management(1)
8,359,102
27.1%
Perceptive Life Sciences Master Fund, Ltd.(2)
5,360,858
17.4%
Chione Limited(3)
3,848,632
12.5%
Sands Capital Life Sciences Pulse Fund II, L.P.(4)
2,122,605
6.9%
Entities affiliated with Citadel Advisors (5)
2,119,664
6.9%
Named Executive Officers and Directors:
Peter Blume-Jensen, M.D., Ph.D.(6)
2,091,083
6.7%
Kristina Masson, Ph.D., M.B.A.(7)
2,091,083
6.7%
Mary-Alice Miller, J.D.(8)
60,676
*
Charles Baum, M.D., Ph.D.
9,930
*
Derek DiRocco, Ph.D.
19,575
*
Ivana Magovčević-Liebisch, Ph.D., J.D.
3,611
*
Santhosh Palani, Ph.D., C.F.A.
2,708
*
Sharon Shacham, Ph.D., M.B.A.
19,575
*
Michael Tomsicek, M.B.A.
19,575
*
All directors and executive officers as a group (13 persons)(9)
2,705,924
8.5%
* Indicates beneficial ownership of less than 1% of the total outstanding common stock.
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We adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest.
Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our Board, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our Code of Conduct, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our Board, will take into account the relevant available facts and circumstances including:
The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our Board, determines in the good faith exercise of its discretion.
The following is a description of transactions since the beginning of fiscal year 2022 to which we have been or are to be a participant, in which the amount exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers, or beneficial owners of more than 5% of any class of our voting securities, or any immediate family member of or person sharing a household with any of the foregoing persons, had or will have a direct or indirect material interest, other than employment relationships with our executive officers and compensation to our directors.
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November 2022 Private Placement
In November 2022, we completed a private placement which closed concurrently with our initial public offering, in which we issued and sold 400,000 shares of our common stock at $12.50 per share to Chione Limited. We received aggregate net proceeds of $4.7 million after deducing the placement agent fee.
April 2024 Private Placement
On April 8, 2024, we entered into a securities purchase agreement for a private placement (the “Private Placement”) with certain institutional and accredited investors. RA Capital Healthcare Fund, L.P., an entity affiliated with RA Capital Management, and a beneficial owner of greater than 5% of our capital stock, purchased 3,530,000 shares of our common stock in the Private Placement at $8.50 per share for an aggregate purchase price of $30,005,000. Perceptive Life Sciences Master Fund, Ltd., a beneficial owner of greater than 5% of our capital stock, purchased 2,353,000 shares of our common stock in the Private Placement at $8.50 per share for an aggregate purchase price of $20,000,500. Sands Capital Life Sciences Pulse Fund II, L.P., a beneficial owner of greater than 5% of our capital stock, purchased 470,000 shares of our common stock in the Private Placement at $8.50 per share for an aggregate purchase price of $3,995,000. Citadel CEMF Investments Ltd., an entity affiliated with Citadel Advisors LLC, a beneficial owner of greater than 5% of our capital stock, purchased 470,000 shares of our common stock in the Private Placement at $8.50 per share for an aggregate purchase price of $3,995,000.
On April 8, 2024, in connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the purchasers, pursuant to which the Company agreed to register for resale under the Securities Act the shares and the pre-funded warrant shares held by the purchasers (the “Registrable Securities”). Under the Registration Rights Agreement, the Company has agreed to prepare and file a registration statement with the SEC, covering the resale of the Registrable Securities by no later than May 11, 2024.
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Ad
ditional Information
Availability
of Certain Information
A copy of the 2023 Annual Report has been posted on the Internet along with this Proxy Statement, each of which is accessible by following the instructions in the Notice. We filed the 2023 Annual Report with the SEC on March 28, 2024. We will mail without charge, upon written request, a copy of the 2023 Annual Report, excluding exhibits. Please send a written request to Investor Relations, Acrivon Therapeutics, Inc., 480 Arsenal Way, Suite 100, Watertown, MA 02472.
Householding
Stockholders residing in the same address who hold their stock through a bank or broker may receive only one set of proxy materials, including the Notice, in accordance with a notice sent earlier by their bank or broker. This practice of sending only one copy of proxy materials, called “householding,” saves us money in printing and distribution costs and reduces the environmental impact of our Annual Meeting. This practice will continue unless instructions to the contrary are received by your bank or broker from one or more of the stockholders within the household.
If you hold your shares in “street name” and reside in a household that received only one copy of the proxy materials, you can request to receive a separate copy in the future by following the instructions sent by your bank or broker. If your household receives multiple copies of the proxy materials, you may request that only a single set of materials be sent by following the instructions sent by your bank or broker.
Other Matters
The Annual Meeting is called for the purposes set forth in the Notice. Our Board does not know of any other matters to be considered by the stockholders at the Annual Meeting other than the matters described in the Notice. However, the enclosed proxy confers discretionary authority on the persons named in the proxy card with respect to matters that may properly come before the Annual Meeting and that are not known to our Board at the date this Proxy Statement was printed. It is the intention of the persons named in the proxy card to vote in accordance with their best judgment on any such matter.
Stockholder Proposals and Nominations for Next Year’s Annual Meeting of Stockholders
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may submit proposals for inclusion in our proxy statement for the 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”). For a proposal to be considered for inclusion in the 2025 Proxy Statement, the stockholder must satisfy the requirements set forth in Rule 14a-8 and must be submitted in writing to our Corporate Secretary at Acrivon Therapeutics, Inc., 480 Arsenal Way, Suite 100, Watertown, MA 02472. Such proposal must be received by December 27, 2024.
For stockholders who wish to present a proposal or nomination before our 2025 Annual Meeting of Stockholders, but do not intend to have their proposal included in the 2025 Proxy Statement, our bylaws also provide for notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting other than those to be included in the 2025 Proxy Statement. To be considered timely under these provisions, the stockholder’s notice must be received by the Corporate Secretary at our principal executive offices at the address set forth above between February 20, 2025 and March 22, 2025. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. In addition to satisfying the requirements of our bylaws, to comply with the universal proxy rules once effective, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 21, 2025.
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Acrivon Therapeutics P.O. BOX 801 6, CARY, NC 2751 2-9903 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Scan QR for digital voting Acrivon Therapeutics, Inc. Annual Meeting of Stockholders For Stockholders of record as of April 22, 2024 Thursday, June 20, 2024 1 1 AM, Eastern Time Annual Meeting to be held live via the Internet - please visit www.proxydocs.com/ACRV for more details. Internet: www.proxypush.com/ACRV Cast your vote online Have your Proxy Card ready • Follow the simple instructions to record your vote Phone: 1-866-316-1838 Use any touch-tone telephone Have your Proxy Card ready Follow the simple recorded instructions Mail: Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided Virtual: You must register to attend the meeting online and/or participate at www.proxydocs.com/ACRV YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 11:00 AM, Eastern Time, June 20, 2024. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Rasmus Holm-Jorgensen and Mary-Alice Miller (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Acrivon Therapeutics, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors' recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright 0 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved
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Acrivon Therapeutics Acrivon Therapeutics, Inc. Annual Meeting of Stockholders Please make your marks like this: THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ALL DIRECTOR NOMINEES AND FOR PROPOSAL 2 PROPOSAL YOUR VOTE BOARD OF DIRECTORS RECOMMENDS 1. Election of Class Il Directors For WITHHOLD 1.01 Kristina Masson, Ph.D., M.B.A. 1.02 Sharon Shacham, Ph.D., M.B.A. 1.03 Ivana Magovevi-Liebisch, Ph.D., J.D. 2. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending December 31 , 2024. 3. The transaction of such other business as may properly come before the meeting. FOR AGAINST ABSTAIN FOR FOR FOR FOR You must register to attend the meeting online and/or participate at www.proxydocs.com/ACRV Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
($)(2)
Sharon Shacham, Ph.D., M.B.A.
Derek DiRocco, Ph.D.
($)
(#)
($)
(3)
(#)(1)
($)
(#)(2)
Shares
Beneficially
Owned
(#)
Shares
Beneficially
Owned
(%)
