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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
___________
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
Terns Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
Terns Pharmaceuticals, Inc.
Dear Stockholder:
I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Terns Pharmaceuticals, Inc. (“Terns”), which will be held online at www.virtualshareholdermeeting.com/TERN2025, on June 11, 2025 at 2:00 p.m. Pacific Time.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting.
Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the internet, by phone or by mail. If you decide to attend the Annual Meeting, you will be able to vote electronically or via phone using the control number on your Proxy Card, even if you have previously submitted your proxy.
On behalf of the board of directors, I would like to express our appreciation for your interest in Terns.
Sincerely,
/s/ Amy Burroughs
Amy Burroughs
Chief Executive Officer and Director
TERNS PHARMACEUTICALS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Terns Pharmaceuticals, Inc.:
NOTICE IS HEREBY GIVEN
that the Annual Meeting of Stockholders (the “Annual Meeting”) of Terns Pharmaceuticals, Inc., a Delaware corporation (the “Company”), will be held on June 11, 2025, at 2:00 p.m. Pacific Time. The Annual Meeting will be held entirely online to allow greater participation and improved communication and provide cost savings for our stockholders and the Company. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/TERN2025, where you will be able to listen to the meeting live, submit questions and vote. The Annual Meeting will be held for the following purposes:
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 can be accessed at the following website: www.proxyvote.com. Only stockholders who owned common stock of the Company at the close of business on April 14, 2025 (the “Record Date”) can vote at this meeting or any adjournments that take place.
The board of directors recommends that you vote:
FOR
the election of the director nominees named in Proposal No. 1 of the Proxy Statement; and
FOR
the ratification of the appointment of Ernst Young LLP, as the independent registered public accounting
firm, as described in Proposal No. 2 of the Proxy Statement.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
/s/ Amy Burroughs
Amy Burroughs
Chief Executive Officer and Director
Foster City, California
April 29, 2025
1065 East Hillsdale Blvd., Suite 100
Foster City, CA 94404
TO BE HELD ON JUNE 11, 2025
TABLE OF CONTENTS
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PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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TERNS PHARMACEUTICALS, INC.
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON
JUNE 11, 2025
We have sent you this Proxy Statement and the enclosed Proxy Card because the board of directors of Terns Pharmaceuticals, Inc. (referred to herein as the “Company,” “Terns,” “we,” “us” or “our”) is soliciting your proxy to vote at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, June 11, 2025, at 2:00 p.m. Pacific Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/TERN2025, where you will be able to listen to the meeting live, submit questions and vote online.
In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), over the internet in lieu of mailing printed copies. The Proxy Statement and the Form 10-K can be accessed at the following website: www.proxyvote.com. We will begin mailing the Notice of Internet Availability to our stockholders of record as of April 14, 2025 (the “Record Date”) for the first time on or about April 29, 2025. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “Investors Media – SEC Filings” section of our website at
www.ternspharma.com
.
Our outstanding voting securities are shares of common stock, $0.0001 par value per share (the “common stock”), of which there were 87,336,770 shares outstanding as of the Record Date (excluding any treasury shares). The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in attendance online or represented by proxy, are required to hold the Annual Meeting.
1065 East Hillsdale Blvd., Suite 100
Foster City, CA 94404
1
INFORMATION ABOUT THE PROXY PROCESS AND VOTING
Why am I receiving these materials?
We have made this Proxy Statement and Proxy Card available to you on the internet or, upon your request, have delivered printed proxy materials to you, because the board of directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting online to vote on the proposals described in this Proxy Statement. However, you are not required to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below to submit your proxy over the telephone or on the internet.
This Proxy Statement, the Notice of Internet Availability, the Notice of Annual Meeting and accompanying Proxy Card will be first made available for access by our stockholders on or about April 29, 2025 to all stockholders of record entitled to vote at the Annual Meeting.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 87,336,770 shares of common stock issued and outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Computershare, Inc., then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/TERN2025 or you may vote by proxy. Whether or not you plan to attend the Annual Meeting online, we encourage you to fill out and return the Proxy Card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting online at www.virtualshareholdermeeting.com/TERN2025.
What am I being asked to vote on?
You are being asked to vote on two proposals:
In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.
2
How do I attend the Virtual Annual Meeting?
This year’s Annual Meeting will be held entirely online to allow greater participation and improved communication and provide cost savings for our stockholders and us. Stockholders of record as of April 14, 2025 will be able to attend and participate in the Annual Meeting online by accessing www.virtualshareholdermeeting.com/TERN2025. To join the Annual Meeting, you will need to have your 16-digit control number which is included on your Notice of Internet Availability of Proxy Materials and your Proxy Card.
The live audio webcast of the Annual Meeting will begin promptly at 2:00 p.m. Pacific Time. We encourage our stockholders to access the meeting in advance of the designated start time.
Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.
How do I vote?
Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.
The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet or by telephone. Whether or not you plan to attend the Annual Meeting online, we encourage you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote online. In such case, your previously submitted proxy will be disregarded.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.
3
We provide internet proxy voting to allow you to vote your shares online before the Annual Meeting takes place, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
Who counts the votes?
We have engaged Broadridge Financial Solutions, Inc. (“Broadridge”) as our independent agent to tabulate stockholder votes, or Inspector of Election. If you are a stockholder of record, your executed Proxy Card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker returns one Proxy Card to Broadridge on behalf of all its clients.
How are votes counted?
With respect to the election of directors (Proposal 1), you may vote “For” or “Withhold” authority to vote for each of the nominees for the board of directors. If you “Withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Broker non-votes will have no effect on the election of the nominees.
With respect to the ratification of Ernst Young LLP as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal 2), you may vote “For,” “Against” or “Abstain.” If you “Abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “Against” the proposal. As explained below, broker non-votes will have no effect on the vote for this proposal.
Votes will be counted by the Inspector of Election appointed for the Annual Meeting, who will separately count “For” votes for all proposals, and, with respect to Proposal 2, “Against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors (Proposal 1), the Inspector of Election will count the number of “Withheld” votes and broker non-votes received. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, we expect that your broker may vote your shares with respect to certain discretionary items, but not with respect to certain nondiscretionary items. See below for more information regarding: “What are ‘broker non-votes’?” and “Which ballot measures are expected to be ‘discretionary’ or ‘nondiscretionary’?”
What are “broker non-votes”?
Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “nondiscretionary.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “discretionary,” but not with respect to “nondiscretionary” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.
Which ballot measures are expected to be “discretionary” or “nondiscretionary”?
The election of directors (Proposal 1) is expected to be considered nondiscretionary under applicable rules. A broker or other nominee cannot vote without instructions on nondiscretionary matters, and therefore there may be broker non-votes on Proposal 1. The ratification of the appointment of Ernst Young LLP as our independent registered public accounting firm for the year ending December 31, 2025 (Proposal 2) is expected to be considered discretionary under applicable rules. A broker or other nominee may generally vote on discretionary matters.
4
How many votes are needed to approve the proposal?
Election of Directors (Proposal 1) —Directors shall be elected by a plurality of the votes cast (meaning that the three director nominees who receive the highest number of shares voted “For” their election will be elected). “Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the nominees.
Ratification of Independent Registered Public Accounting Firm (Proposal 2) —The ratification of Ernst Young LLP as our independent registered public accounting firm for the year ending December 31, 2025 requires the affirmative vote of the majority of the votes cast affirmatively or negatively (meaning the number of shares voted “For” the proposal must exceed the number of shares voted “Against” the proposal). Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
What if I return a Proxy Card but do not make specific choices?
If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted as follows:
If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one set of materials?
If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of four ways:
5
If your shares are held in “street name” by your broker, bank or other agent, you should follow the instructions provided by them to change your vote.
Is technical assistance provided before and during the annual meeting?
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting.
When are stockholder proposals due for next year’s Annual Meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 30, 2025, to our Corporate Secretary at 1065 East Hillsdale Boulevard, Suite 100, Foster City, California 94404; provided that if the date of the annual meeting is more than 30 days from June 11, 2026, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’s annual meeting. Pursuant to the bylaws, in order for a stockholder to present a proposal for next year’s annual meeting, other than proposals to be included in the proxy statement as described above, or to nominate a director, you must do so between February 11, 2026 and March 13, 2026; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 11, 2026, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in attendance online or represented by proxy at the Annual Meeting. On the Record Date, there were 87,336,770 shares outstanding and entitled to vote. Accordingly, 43,668,386 shares must be represented by stockholders present at the Annual Meeting online or by proxy to have a quorum.
Your shares will be counted toward the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and “Withhold” votes will be counted toward the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, in attendance online or represented by proxy, may adjourn the Annual Meeting to another time or place.
How can I find out the results of the voting at the Annual Meeting?
Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.
Implications of being an “emerging growth company.”
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and no non-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of:
6
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our board of directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a staggered, three-year term. Unless the board of directors determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.
The board of directors currently consists of eight seated directors, divided into the three following classes:
At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders.
Robert Azelby, Hongbo Lu and Heather Turner have been nominated to serve as Class I directors and have each consented to stand for reelection. Each director to be elected will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.
Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the board of directors may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.
The following table sets forth, for the Class I nominees (who are currently standing for re-election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 14, 2025 and position/office held with us:
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Name |
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Age |
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Position/Office Held With the Company |
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Director Since |
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Class 1 Directors whose terms expire at the Annual Meeting |
||||||
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Robert Azelby (1) |
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57 |
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Director |
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2025 |
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Hongbo Lu, Ph.D. (2)(4) |
|
54 |
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Director |
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2020 |
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Heather Turner, J.D. (3) |
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52 |
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Director |
|
2024 |
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Class II Directors whose terms expire at the 2026 Annual Meeting of Stockholders |
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David Fellows (1)(2) |
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68 |
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Chairman of the Board |
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2020 |
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Jill Quigley, J.D. (2)(3) |
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50 |
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Director |
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2020 |
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Radhika Tripuraneni, M.D., M.P.H. (3)(4) |
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45 |
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Director |
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2022 |
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Class III Directors whose terms expire at the 2027 Annual Meeting of Stockholders |
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Jeffrey Kindler, J.D. (1) |
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69 |
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Director |
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2020 |
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Amy Burroughs, M.B.A. |
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55 |
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Chief Executive Officer and Director |
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2024 |
7
Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the board of directors to conclude that they should serve as directors.
Nominees for Election to a Three-Year Term Expiring at the Annual Meeting
Robert Azelby has served as a member of our board of directors since February 2025. From October 2020 to February 2023, Mr. Azelby served as President and Chief Executive Officer of Eliem Therapeutics, Inc., a publicly-traded biopharmaceutical company. Prior to that, Mr. Azelby served as the Chief Executive Officer of Alder BioPharmaceuticals, Inc. from June 2018 until its acquisition by H. Lundbeck A/S in 2019. From November 2015 to May 2018, Mr. Azelby served as Executive Vice President, Chief Commercial Officer of Juno Therapeutics, Inc. Prior to that, Mr. Azelby served in various positions at Amgen Inc., including Vice President and General Manager, Oncology, Vice President, Amgen Oncology Sales, Vice President, Commercial Effectiveness Unit and General Manager of Amgen Netherlands. Mr. Azelby currently serves on the board of directors of ADC Therapeutics SA, Autolus Therapeutics plc and Cardinal Health, Inc. He previously served on the board of directors of Eliem Therapeutics, Inc., Alder BioPharmaceuticals, Inc., Chinook Therapeutics, Inc., Clovis Oncology, Inc., Cascadian Therapeutics, Inc. and Immunomedics, Inc. Mr. Azelby holds a B.A. in Economics and Religious Studies from the University of Virginia and an M.B.A. from Harvard Business School. We believe Mr. Azelby is qualified to serve on our board of directors due to his extensive experience as an executive and director of companies in the biopharmaceutical industry.
Hongbo Lu, Ph.D. has served as a member of our board of directors since April 2020. Dr. Lu is the founding member of NEXTBio Capital, a newly launched biotechnology investment firm. Dr. Lu has over 20 years of healthcare investment management experience in both public securities and private companies, including prior roles previously served as Managing Partner of Vivo Capital, a healthcare investment firm, from December 2020 to January 2024, Managing Partner at Lilly Asia Ventures, a venture capital firm, from January 2017 to December 2020, and Managing Director at OrbiMed Advisors. Over her investment career, Dr. Lu served on the boards of over 20 healthcare companies, including Turning Point Therapeutics, Inc., Crown Bioscience Inc., Createrna Science and Technology Co., Ltd., Avedro, Inc., Rgenta Therapeutics Inc., Ronovo Surgical, Inc., Avistone Biotechnology Co., Inc., and BlossomHill Therapeutics, Inc. Dr. Lu currently serves on the board of directors for RiboX Therapeutics Ltd., Visirna Therapeutics (Suzhou) Co., Ltd. and Zenas BioPharma, Inc. Dr. Lu received her undergraduate degree in Material Science and Engineering from Tsinghua University, China, her Ph.D. in Biological Engineering from the University of Washington and her M.B.A. from the University of California, Berkeley. We believe Dr. Lu is qualified to serve on our board of directors due to her experience as a director of public and private companies in the biopharmaceutical industry and experience in venture capital and the life science industry.
Heather Turner, J.D. has served as a member of our board of directors since November 2024. Ms. Turner has served as Chief Executive Officer of LB Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company since November 2024. From January 2023 to June 2024, Ms. Turner served as Chief Executive Officer of Carmot Therapeutics Inc., a privately-held biotechnology company, and from September 2022 to January 2023 served as its Chief Operating Officer. From December 2019 to May 2022, she was Chief General Counsel at Lyell Immunopharma, Inc., a publicly-traded biopharmaceutical company, and from April 2019 to December 2019 served as its General Counsel. Prior to that, Ms. Turner held General Counsel and leadership roles at Sangamo Therapeutics, Inc., Atara Biotherapeutics, Inc., Orexigen Therapeutics, Inc. and Conor Medsystems Inc. Ms. Turner began her career as an attorney in the Business Department of Cooley LLP. Ms. Turner serves on the board of directors of Avalyn Pharma, Inc. She earned her J.D. at the University of California, Los Angeles, School of Law and her B.A. in Environmental Studies at the University of California, Santa Barbara. We believe Ms. Turner is qualified to serve on our board of directors due to her extensive experience as an executive and director of companies in the biopharmaceutical industry.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “
FOR”
THE ELECTION OF EACH NAMED NOMINEE.
8
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
David Fellows has served as a member of our board of directors since December 2020 and as chairman of our board of directors since February 2021. Mr. Fellows has served as the chairman of the board of directors of Beacon Therapeutics Holdings Limited (formerly Applied Genetic Technologies Corporation), a private biopharmaceutical company, since October 2024, and as the Chief Executive Officer from November 2022 to August 2024. Previously, Mr. Fellows served as the Chief Executive Officer and board member of Nightstar Therapeutics plc, a publicly-traded biotechnology company, from January 2015, and as a member of its board of directors from September 2017, until March 2019. Before that, he served as the Vice President of Vision Care at Johnson Johnson, from September 2005 to December 2014. Mr. Fellows serves on the boards of directors of Beacon Therapeutics Holdings Limited, Jaguar Gene Therapy, LLC and served on the board of directors of Gyroscope Therapeutics Holdings plc. Mr. Fellows has also served on the board of the non-profit Glaucoma Foundation since May 2006. Mr. Fellows received his undergraduate degree in Psychology from Butler University. We believe Mr. Fellows is qualified to serve on our board of directors due to his extensive experience as an executive of companies in the biopharmaceutical industry.
Jill Quigley, J.D. has served as a member of our board of directors since December 2020. From November 2023 to February 2024, she also served as our Senior Advisor and Strategy Officer on an interim basis. Since September 2023, Ms. Quigley has served as Chief Executive Officer of Genuiti Therapeutics, Inc., a private biotechnology company. Previously, Ms. Quigley served as the Chief Operating Officer of Passage Bio, Inc., a publicly-traded biopharmaceutical company, from November 2018 to December 2021. Previously, she served as the Interim Chief Executive Officer and General Counsel of Nutrinia, Inc., from January 2016 to November 2018. From July 2012 to January 2016, Ms. Quigley served in various roles at Shire plc, most recently as Senior Legal Counsel. Ms. Quigley serves on the board of directors of Chemomab Therapeutics Ltd., a publicly-traded biotechnology company. Ms. Quigley received her undergraduate degree in Communications, Legal Institutions, Economics Governance from American University and J.D. from Rutgers School of Law. We believe Ms. Quigley is qualified to serve on our board of directors due to her extensive experience as an executive and director of companies in the biopharmaceutical industry.
Radhika Tripuraneni, M.D., M.P.H., has served as a member of our board of directors since July 2022. Dr. Tripuraneni has served as Chief Medical Officer to Viridian Therapeutics, Inc., a publicly-traded biopharmaceutical company, since February 2025. Previously, Dr. Tripuraneni held increasing roles of responsibility at Prothena Corporation plc, or Prothena, a publicly-traded biotechnology company, most recently serving as Prothena’s Chief Development Officer from December 2018 until September 2022. Prior to joining Prothena, Dr. Tripuraneni was Vice President, Medical Affairs and Chief of Staff to the Chief Medical Officer of MyoKardia, Inc. She was Vice President, Medical Affairs at Synageva BioPharma Corp., or Synageva, and then Alexion Pharmaceuticals, Inc., which acquired Synageva. Earlier in her career, Dr. Tripuraneni held various medical director and business development positions at Gilead Sciences, Inc. and Genzyme Corporation, and worked at Summer Street Research Partners, a healthcare equity research firm. Dr. Tripuraneni earned her Bachelor’s degrees in business administration and liberal arts and her M.D. from the University of Missouri, and her Master’s in Public Health from Harvard University. She did her clinical training in general surgery at Harvard - Beth Israel Deaconess Medical Center. We believe Dr. Tripuraneni is qualified to serve on our board of directors due to her extensive experience as an executive of companies in the biopharmaceutical industry.
9
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Amy Burroughs, M.B.A. has served as a member of our board of directors and as our Chief Executive Officer since February 2024. Ms. Burroughs previously served as the Chief Executive Officer and President of Cleave Therapeutics, Inc., a privately held biotechnology company, from April 2019 to September 2023, where she has also been a director since April 2019. In October 2023, she became the Consulting CEO for Cleave Therapeutics, Inc. From December 2017 to March 2019, Ms. Burroughs served as an Entrepreneur in Residence at 5AM Ventures, a venture capital firm, and, in parallel, as senior advisor to one of its portfolio companies, Crinetics Pharmaceuticals, Inc., during its initial public offering. Ms. Burroughs has served on the board of directors of Tenaya Therapeutics, Inc., a publicly traded biotechnology company, since December 2022, and previously served on the board of directors of DiaMedica Therapeutics, Inc. Ms. Burroughs earned a B.A. in computer science and a minor in economics from Dartmouth College, and an M.B.A. from Harvard Business School. We believe that Ms. Burroughs is qualified to serve on our board of directors due to her extensive experience as an executive and director of companies in the biotechnology industry.
Jeffrey Kindler, J.D. has served as a member of our board of directors since December 2020. Mr. Kindler has served as Senior Advisor to Blackstone Inc., an investment firm, since June 2020, and as Chief Executive Officer of Centrexion Corporation, a private biopharmaceutical company, since October 2013. From January 2020 until February 2024, Mr. Kindler was a Venture Partner at Artis Ventures, a venture investment firm. From October 2013 until December 2022, Mr. Kindler was the global chairperson of the GLG Institute, a life sciences and healthcare advisory subsidiary of GLC. Additionally, from July 2012 until April 2020, Mr. Kindler was a Venture Partner for Lux Capital, a venture capital firm. Previously, Mr. Kindler served as General Counsel and then Chairman and Chief Executive Officer at Pfizer Inc., Executive Vice President and General Counsel at McDonald’s Corporation and Vice President of Litigation and Legal Policy at General Electric Company. Mr. Kindler is a member of the board of directors for Perrigo Company plc, Precigen, Inc., Lupin, and several other privately held companies. Mr. Kindler previously served on the board of vTv Therapeutics Inc., a publicly-traded biotechnology company, from July 2015 to December 2020, PPD, Inc. from March 2012 until its acquisition by Thermo Fisher Scientific, Inc. in December 2021, and SIGA Technologies, Inc., a publicly-traded pharmaceutical company, from March 2013 to June 2020. Mr. Kindler received his undergraduate degree from Tufts University and J.D. from Harvard University. We believe Mr. Kindler is qualified to serve on our board of directors due to his extensive experience as an executive and director of companies in the biopharmaceutical industry.
Board Diversity Matrix
The table below provides information relating to certain voluntary self-identified characteristics of our directors. Each of the categories listed in the table below has the meaning as set forth in Nasdaq Rule 5605(f).
|
Board Diversity Matrix as of April 14, 2025 |
||||
|
Total Number of Directors |
8 |
|||
|
Part I: Gender Identity |
Female |
Male |
Non-Binary |
Gender Undisclosed |
|
Directors |
5 |
3 |
― |
― |
|
Part II: Demographic Background |
|
|
|
|
|
African American or Black |
― |
― |
― |
― |
|
Alaskan Native or Native American |
― |
― |
― |
― |
|
Asian |
2 |
― |
― |
― |
|
Hispanic or Latino |
― |
― |
― |
― |
|
Native Hawaiian or Pacific Islander |
― |
― |
― |
― |
|
White |
3 |
3 |
― |
― |
|
Two or More Races or Ethnicities |
― |
― |
― |
― |
|
LGBTQ+ |
― |
― |
― |
― |
|
Did Not Disclose Demographic Background |
― |
― |
― |
― |
10
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee of our board of directors is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The audit committee has appointed Ernst Young LLP (“EY”), an independent registered public accounting firm, to serve as our auditor for the fiscal year ending December 31, 2025. We are seeking ratification of such appointment by our stockholders at the Annual Meeting. EY has served as our independent registered public accounting firm since 2020. Representatives of EY are expected to be in attendance online at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Nothing in our bylaws or other governing documents, or in any applicable law, requires stockholder ratification of the appointment of EY as our independent registered public accounting firm. However, the audit committee is submitting the appointment of EY to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, the audit committee will reconsider whether or not to retain EY. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.
Principal Accountant Fees and Services
The following table provides information regarding the approximate fees for professional services billed or to be billed by EY in each of the last two years:
|
|
|
2024 |
|
|
2023 |
|
||
|
Audit fees (1) |
|
$ |
1,080,000 |
|
|
$ |
1,219,842 |
|
|
Audit-related fees |
|
|
— |
|
|
|
— |
|
|
Tax fees |
|
|
— |
|
|
|
— |
|
|
All other fees |
|
|
— |
|
|
|
— |
|
|
Total fees |
|
$ |
1,080,000 |
|
|
$ |
1,219,842 |
|
Pre-Approval Policies and Procedures
Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below.
From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre‑approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
During our 2024 fiscal year, no services were provided to us by EY other than in accordance with the pre-approval policies and procedures described above.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
11
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any of our future filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of our board of directors. The audit committee’s functions are more fully described in its charter, which is available on our website at https://ir.ternspharma.com/corporate-governance. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management our audited financial statements as of and for the year ended December 31, 2024.
The audit committee has discussed with Ernst Young LLP (“EY”), our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (“SEC”). In addition, the audit committee discussed with EY their independence and received from EY the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the audit committee discussed with EY, with and without management present, the scope and results of EY’s audit of such financial statements.
Based on these reviews and discussions, the audit committee has recommended to our board of directors that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC. The audit committee also has engaged EY as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and is seeking ratification of such appointment by the stockholders.
Audit Committee
Jill Quigley, J.D., Chair
Radhika Tripuraneni, M.D., M.P.H.
Heather Turner, J.D.
12
CORPORATE GOVERNANCE
Code of Business Conduct and Ethics
Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The full text of our code of business conduct and ethics is available on our website at http://www.ternspharma.com under “Investors Media - Corporate Governance.” Any substantive amendment to, or waiver of, a provision of the code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, will be disclosed on our website.
Corporate Governance Guidelines
We believe in sound corporate governance practices and have adopted formal corporate governance guidelines to enhance our effectiveness. Our board of directors adopted these corporate governance guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The corporate governance guidelines are also intended to align the interests of directors and management with those of our stockholders. The corporate governance guidelines set forth the practices our board of directors follows with respect to board of directors and committee composition and selection, meetings of the board of directors, chief executive officer performance evaluation and succession planning. A copy of our corporate governance guidelines is available on our website at https://ir.ternspharma.com/corporate-governance .
Independence of the Board of Directors
As required under the Nasdaq Global Select Market (“Nasdaq”) rules and regulations, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by such board. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees must be an “independent director.” Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Additionally, compensation committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The board of directors consults with our counsel to ensure that the board of directors’ determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.
Consistent with these considerations, our board of directors has determined that all of our directors, other than Ms. Burroughs, qualify as “independent” directors in accordance with The Nasdaq Stock Market LLC Marketplace Rules, or the Nasdaq Listing Rules. Ms. Burroughs is not considered independent because she is an executive officer of our company. From November 2023 to February 2024 when Ms. Quigley served as our Senior Advisor and Strategy Officer on an interim basis, she was not independent under Nasdaq Listing Rules and she did not serve on any committees of our board of directors. Ms. Quigley regained her status as an independent director under Nasdaq Listing Rules following the end of her term as our Interim Senior Advisor and Strategy Officer. While serving as our Interim Senior Advisor and Strategy Officer, Ms. Quigley did not participate in the preparation of our financial statements, including any role in compiling or reviewing financial statements. Under the Nasdaq Listing Rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by the Nasdaq Listing Rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.
13
As required under Nasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the committees of our board of directors are comprised entirely of directors determined by the board of directors to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.
Leadership Structure of the Board
Our bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of chairperson of the board of directors and chief executive officer. Currently, Mr. Fellows serves as chairperson of the board and presides over the executive sessions of the board of directors and acts as a liaison between management and the board of directors. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
Role of Board in Risk Oversight Process
Our board of directors has responsibility for the oversight of risk management, while management has the day-to-day responsibility for the identification and control of risk at our company. Our board of directors, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on us, and the appropriate steps that should be taken in order to monitor and control such exposures. The committees assist our board of directors in fulfilling its risk oversight responsibilities within their respective areas of responsibility. For example, pursuant to its written charter, the audit committee oversees our processes and procedures with respect to financial and enterprise risk. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and practices. The nominating and corporate governance committee focuses on the management of risks associated with the composition, organization, and governance of the board of directors and its committees, as well as our corporate governance structure. The research and development committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from strategic direction and investment in research and development activities. In accordance with our corporate governance guidelines, our board of directors, together with its committees, manages risks related to the succession and contingency planning for our key management personnel. Each committee of the board meets and reports its findings to our board of directors on a regular basis.
Board Committees
Audit Committee
Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:
14
Our audit committee consists of Jill Quigley, Radhika Tripuraneni and Heather Turner. Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and Rule 10A-3(b)(1) of the Exchange Act. The chair of our audit committee is Ms. Quigley. Our board of directors has determined that Ms. Quigley is an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Our board of directors has also determined that each member of our audit committee can read and understand fundamental consolidated financial statements, in accordance with applicable requirements. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. The audit committee reviews and evaluates, on an annual basis, the audit committee charter. A copy of the audit committee charter is available on our website at https://ir.ternspharma.com/corporate-governance .
Compensation Committee
Our compensation committee oversees policies relating to compensation and benefits of our officers and employees. The compensation committee reviews and approves or recommends corporate goals and objectives relevant to compensation of our executive officers (other than our chief executive officer), evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The compensation committee also reviews and approves or makes recommendations to our board of directors regarding the issuance of stock options and other awards under our stock plans to our executive officers (other than our chief executive officer). With respect to our chief executive officer’s compensation, the compensation committee reviews her compensation in light of market trends in executive compensation, and makes compensation recommendations to the board based on such review. Our board of directors retains the authority to make compensation decisions relative to our chief executive officer. The compensation committee will review and evaluate, on an annual basis, the compensation committee charter and the compensation committee’s performance. The compensation committee additionally has the discretion to make all decisions under our Compensation Recovery Policy (the “Clawback Policy”). Our compensation committee consists of Jeffrey Kindler, Robert Azelby and David Fellows. Our board of directors has determined that all members are independent under the Nasdaq Listing Rules and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of our compensation committee is Mr. Kindler. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the compensation committee charter is available on our website at https://ir.ternspharma.com/corporate-governance .
Nominating and Corporate Governance Committee
The nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of our board of directors. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and making recommendations to our board of directors concerning governance matters. Our nominating and corporate governance committee consists of David Fellows, Hongbo Lu and Jill Quigley. Our board of directors has determined that all members of the nominating and corporate governance committee are independent under the Nasdaq Listing Rules. The chair of our nominating and corporate governance committee is Mr. Fellows. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the nominating and corporate governance committee charter is available on our website at https://ir.ternspharma.com/corporate-governance .
15
The nominating and corporate governance committee will consider director candidates recommended by stockholders. For a stockholder to make any nomination for election to the board of directors at an annual meeting, the stockholder must provide us notice, which notice must be delivered to, or mailed and received at, our principal executive offices not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided that, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times, and in the forms, required under our bylaws. As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act, information regarding the proposed nominee’s indirect and direct interests in shares of our common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. In addition to satisfying the advance notice provisions in our bylaws relating to director nominations, including the earlier notice deadlines set out above, in order to comply with the SEC’s universal proxy rule, stockholders who intend to solicit proxies in support of director nominees other than our nominees in compliance with Rule 14a-19 under the Exchange Act must also provide notice that sets forth the information required by Rule 14a-19 no later than April 12, 2026. If the date of the 2026 annual meeting changes by more than 30 calendar days from the date of the 2025 annual meeting, such notice must instead be provided by the later of 60 calendar days prior to the date of the 2026 annual meeting or the 10th calendar day following our public announcement of the date of the 2026 annual meeting. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated, which is available, without charge by accessing our filings on the SEC’s website at www.sec.gov or by request from our Corporate Secretary, at 1065 East Hillsdale Boulevard, Suite 100, Foster City, California, 94404.
Research and Development Committee
The research and development committee was established in January 2024. It is responsible for assisting the board in its oversight of our strategic direction and investment in research and development, technology and manufacturing and to identify and discuss significant emerging trends and issues in science and technology and consider their potential impact on us. Our research and development committee consists of Hongbo Lu and Radhika Tripuraneni. Our board of directors has determined that all members of the research and development committee are independent under the Nasdaq Listing Rules. The chair of our research and development committee is Dr. Tripuraneni. A copy of the research and development committee charter is available on our website at https://ir.ternspharma.com/corporate-governance .
Director Qualification Standards
Our nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing and electing) such candidates, may take into account many factors, including but not limited to the following:
16
Currently, our board of directors evaluates each individual in the context of the board of directors 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 in these various areas. As such, the board monitors the mix of specific experience, qualifications, skills and diversity of its directors in order to assure that the board, as a whole, has the necessary tools to perform its oversight function effectively in light of our business and structure.
Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance
During 2024, our board of directors met nine times, the audit committee met four times, the compensation committee met five times and the nominating and corporate governance committee met six times. During 2024, each current member of the board of directors attended at least 75% of the aggregate number of meetings of the board of directors (for the period for which he or she has been a director) and of the committees of the board of directors on which he or she served (for the periods that such director served). We encourage all of our directors and nominees for director to attend our annual meeting of stockholders. Six of our seven then-serving directors attended our 2024 Annual Meeting of Stockholders.
Stockholder Communications with the Board of Directors
Should stockholders wish to communicate with the board of directors or any specified individual director, such correspondence should be sent to the attention of the Corporate Secretary, at 1065 East Hillsdale Boulevard, Suite 100, Foster City, California 94404. The Corporate Secretary will forward the communication to the board of directors.
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2024, Jeffrey Kindler, David Fellows and Hongbo Lu served as members of our compensation committee. None of them, or any other current member of our compensation committee, has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our board of directors or compensation committee.
17
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Other than compensation arrangements, including employment arrangements with our directors and executive officers, the following is a description of each transaction since January 1, 2023 in which:
Director and Executive Officer Compensation
See “Executive Compensation” and “Director Compensation” for information regarding compensation of directors and executive officers.
Employment Agreements
We have entered into employment agreements with our executive officers. For more information regarding these agreements, see “Executive Compensation—Narrative to Summary Compensation Table and Outstanding Equity Awards at 2024 Fiscal Year End.”
Investors’ Rights Agreement
We entered into an amended and restated investors’ rights agreement with the purchasers of our convertible preferred stock, which was subsequently converted into common stock in connection with our initial public offering, and certain of our other stockholders, including entities with which one of our former directors, Dr. Carl L. Gordon, who is a member of the management committee of OrbiMed Advisors LLC, is affiliated. As of December 31, 2024, OrbiMed Advisors LLC beneficially owned approximately 7,562,971 shares of our common stock and was entitled to rights with respect to the registration of these shares under the Securities Act.
Indemnification Agreements
We have entered into indemnification agreements with certain of our current directors, executive officers and certain other employees. Our amended and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by applicable law.
Policies and Procedures for Related Person Transactions
Our board of directors 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 under the Securities Act, 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, including without limitation purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction.
18
EXECUTIVE OFFICERS
Our executive officers are set forth below with their ages as of April 14, 2025:
|
Name |
|
Age |
|
Position(s) |
|
Amy Burroughs, M.B.A. |
|
55 |
|
Chief Executive Officer and Director |
|
Andrew Gengos, M.B.A. |
|
60 |
|
Chief Financial Officer and Treasurer |
|
Emil Kuriakose, M.D. |
|
45 |
|
Chief Medical Officer |
Executive Officers
The following biographical information is furnished with regard to our executive officers as of April 14, 2025:
Amy Burroughs, M.B.A. has served as a member of our board of directors and as our Chief Executive Officer since February 2024. Ms. Burroughs’ biographical information is set forth above under the heading “Proposal No. 1 – Election of Directors – Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders”.
Andrew Gengos, M.B.A. has served as our Chief Financial Officer since February 2025. Mr. Gengos previously served as the Chief Financial Officer of Athira Pharma, Inc., a publicly-traded biopharmaceutical company, from May 2023 to October 2024. From February 2020 to February 2023, Mr. Gengos served as the Chief Business Officer at Cyteir Therapeutics, Inc., a former publicly-traded biopharmaceutical company, where he led the finance team that took the company public. In addition, Mr. Gengos held Chief Executive Officer roles at ImmunoCellular Therapeutics, Ltd. and Neuraltus Pharmaceuticals, Inc., where he provided strategic and financial leadership across multiple therapeutic areas, including oncology and neurodegenerative disease. Earlier, Mr. Gengos was Vice President of Strategy and Corporate Development at Amgen Inc. for eight years. Mr. Gengos started his career at Morgan Stanley before moving on to McKinsey Co., where he advanced from associate to senior engagement manager. Mr. Gengos holds an M.B.A. from the UCLA Anderson School of Management and a B.S. in Chemical Engineering from the Massachusetts Institute of Technology.
Emil Kuriakose, M.D. has served as our Chief Medical Officer, Oncology since May 2023 and our Chief Medical Officer since March 2024. Previously, he served as Chief Medical Officer at Calithera Biosciences, Inc., a publicly-traded oncology biopharmaceutical company, from November 2021 to March 2023. Prior to becoming the Chief Medical Officer, Dr. Kuriakose also served as Vice President and Head of Clinical Development at Calithera Biosciences, Inc. from January 2020 to November 2021, and Sr. Director Clinical Development from January 2019 to January 2020. Previously, Dr. Kuriakose served as Global Clinical Program Lead at Novartis Institutes for BioMedical Research, a global pharmaceutical research organization, and Medical Director at Novartis Oncology. Dr. Kuriakose served as a hematology/oncology Fellow at Weill Cornell Medical College and as a research fellow at Memorial Sloan Kettering Cancer Center. He completed his Residency at UT Southwestern Medical Center, where he also served as an attending physician. Dr. Kuriakose earned an M.D. from SUNY Stony Brook University School of Medicine and a B.S. in Neuroscience from New York University.
19
EXECUTIVE COMPENSATION
This section discusses the material components of the executive compensation program for our 2024 named executive officers. Our named executive officers for fiscal year 2024 were:
This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion. 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.
20
2024 Summary Compensation Table
The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2024 and December 31, 2023.
|
Name and Principal Position |
|
Year |
|
Salary
|
|
|
Bonus
|
|
|
Stock
|
|
|
Option
|
|
|
Non-Equity
|
|
|
All Other Compensation
|
|
|
Total
|
|
|||||||
|
Amy Burroughs, M.B.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Chief Executive Officer and Director |
|
2024 |
|
|
563,701 |
|
|
|
— |
|
|
807,750 (4) |
|
|
|
6,476,968 |
|
|
375,000 (5) |
|
|
17,083 (6) |
|
|
|
8,240,502 |
|
|||
|
Erin Quirk, M.D. |
|
2024 |
|
|
232,544 |
|
|
473,529 (7) |
|
|
|
409,500 |
|
|
|
576,131 |
|
|
|
— |
|
|
243,259 (8) |
|
|
|
1,934,963 |
|
||
|
Former President, Head of Research Development |
|
2023 |
|
|
531,700 |
|
|
249,324 (9) |
|
|
|
— |
|
|
|
3,604,787 |
|
|
263,192 (9) |
|
|
|
16,842 |
|
|
|
4,665,845 |
|
||
|
Mark Vignola, Ph.D. |
|
2024 |
|
|
475,000 |
|
|
810,417 (7) |
|
|
|
375,375 |
|
|
|
528,120 |
|
|
190,000 (5) |
|
|
538,025 (10) |
|
|
|
2,916,937 |
|
|||
|
Former Chief Financial Officer and Treasurer |
|
2023 |
|
|
445,000 |
|
|
316,850 (9) |
|
|
|
— |
|
|
|
2,162,872 |
|
|
195,800 (9) |
|
|
|
16,510 |
|
|
|
3,137,032 |
|
||
|
Melita Sun Jung
|
|
2024 |
|
|
319,051 |
|
|
20,000 (7) |
|
|
|
— |
|
|
|
1,687,198 |
|
|
166,002 (5) |
|
|
|
3,833 |
|
|
|
2,196,084 |
|
||
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|||||||||||||||
|
Name |
|
Grant Date |
|
Vesting
|
|
Number of
|
|
|
Number of
|
|
|
Option
|
|
Option
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) |
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) |
|
||||
|
Amy Burroughs, M.B.A. |
|
3/1/2024 |
|
3/1/2024 |
|
|
— |
|
|
|
1,250,000 |
|
|
7.31 |
|
2/28/2034 |
|
150,000 (5) |
|
|
|
831,000 |
|
|
|
Mark Vignola, Ph.D. |
|
9/10/2020 |
|
9/1/2020 (6) |
|
|
76,995 |
|
|
|
— |
|
|
6.86 |
|
9/9/2030 |
|
|
— |
|
|
|
— |
|
|
|
|
12/30/2020 |
|
12/30/2020 (6) |
|
|
150,812 |
|
|
|
— |
|
|
9.24 |
|
12/29/2030 |
|
|
— |
|
|
|
— |
|
|
|
|
9/28/2021 |
|
9/28/2021 |
|
|
97,500 |
|
|
|
22,500 |
|
|
10.72 |
|
9/27/2031 |
|
|
— |
|
|
|
— |
|
|
|
|
1/26/2022 |
|
1/1/2022 |
|
|
37,395 |
|
|
|
17,605 |
|
|
5.36 |
|
1/25/2032 |
|
|
— |
|
|
|
— |
|
|
|
|
2/1/2023 |
|
1/1/2023 |
|
|
172,500 |
|
|
|
187,500 |
|
|
8.94 |
|
1/31/2033 |
|
|
— |
|
|
|
— |
|
|
|
|
1/23/2024 |
|
1/1/2024 |
|
|
— |
|
|
|
137,500 |
|
|
5.46 |
|
1/22/2034 |
|
|
68,750 |
|
|
|
380,875 |
|
|
Melita Sun Jung |
|
5/1/2024 |
|
5/1/2024 |
|
|
— |
|
|
|
475,000 |
|
|
5.08 |
|
4/30/2034 |
|
|
— |
|
|
|
— |
|
|
Plan Category |
|
Number of
|
|
|
Weighted-Average
|
|
|
Number of
|
|
|
Number of Securities
|
|
||||
|
Equity compensation plans approved by security holders (1) |
|
|
6,728,887 |
|
|
$ |
8.33 |
|
|
|
539,758 |
|
|
5,301,406 (2)(3)(4) |
|
|
|
Equity compensation plans not approved by security holders (5) |
|
|
3,881,500 |
|
|
$ |
7.61 |
|
|
157,672 (6) |
|
|
|
2,685,001 |
|
|
|
Total |
|
|
10,610,387 |
|
|
$ |
8.07 |
|
|
|
697,430 |
|
|
|
7,986,407 |
|
|
Non-Employee Director (non-Chair) Base Fee: |
$ |
40,000 |
|
|
Non-Employee Board Chair Base Fee: |
$ |
70,000 |
|
|
Audit Committee Chair: |
$ |
15,000 |
|
|
Compensation Committee Chair: |
$ |
10,000 |
|
|
Nominating and Corporate Governance Committee Chair: |
$ |
8,000 |
|
|
Research and Development Committee Chair: |
$ |
10,000 |
|
|
Audit Committee Member (non-Chair): |
$ |
7,500 |
|
|
Compensation Committee Member (non-Chair): |
$ |
5,000 |
|
|
Nominating and Corporate Governance Committee Member (non-Chair): |
$ |
4,000 |
|
|
Research and Development Committee Member (non-Chair): |
$ |
5,000 |
|
In 2024, our non-employee director compensation program provided that each non-employee director was automatically granted an option to purchase 64,000 shares of our common stock upon the director’s initial appointment or election to our board of directors, referred to as the Initial Grant, and an option to purchase 32,000 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter, referred to as the Annual Grant.
The Initial Grant vests as to 1/3rd of the total shares subject thereto on the first anniversary of the applicable date of grant and as to 1/36th of the total shares subject thereto on each monthly anniversary of the applicable date of grant over the next 24 months thereafter, subject to continued service through each applicable vesting date. Each Annual Grant vests on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the annual meeting of stockholders following the date of grant, in each case, subject to continued service through the applicable vesting date. Each Initial Grant and Annual Grant will vest in full in the event of a change in control.
In February 2025, our board of directors approved an amendment to our non-employee director compensation program providing for increases to the Initial Grant and Annual Grant amounts and increases to the annual cash retainers for chairs and members of our compensation committee, nominating and corporate governance committee and research and development committee. Starting in February 2025, our non-employee director compensation program provides that each non-employee director will automatically be granted an Initial Grant of an option to purchase 90,000 shares of our common stock upon the director’s initial appointment or election to our board of directors, and an Annual Grant of an option to purchase 45,000 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter. The increased annual cash retainers for chairs and members of our compensation committee, nominating and corporate governance committee and research and development committee as of February 2025, in each case, prorated for partial years of service, are as follows:
|
Compensation Committee Chair: |
$ |
12,000 |
|
|
Nominating and Corporate Governance Committee Chair: |
$ |
10,000 |
|
|
Research and Development Committee Chair: |
$ |
12,000 |
|
|
Compensation Committee Member (non-Chair): |
$ |
6,000 |
|
|
Nominating and Corporate Governance Committee Member (non-Chair): |
$ |
5,000 |
|
|
Research and Development Committee Member (non-Chair): |
$ |
6,000 |
|
30
In April 2024, our board of directors approved an amendment to our non-employee director compensation program providing that, starting July 1, 2024, non-employee directors may elect on an annual basis to receive an option award in lieu of a cash payment for their applicable Base Fee. We refer to these options in lieu of cash Base Fees as Base Fee Grants. The Base Fee Grants will have a Black-Scholes value approximately equal to the amount of the applicable Base Fee based on the average closing price of our common stock over a 30-day period prior to the grant. Notwithstanding any election by the non-employee director, if the applicable 30-day average closing price is not equal to or greater than $3.00 per share, all Base Fees will be paid to the non-employee directors in cash.
For 2024, any election to receive a Base Fee Grant must have been made by a non-employee director prior to July 1, 2024 and was applied to the Base Fee payable to such director for the remainder of calendar year 2024. In relation to any future calendar year, any election to receive a Base Fee Grant must be made by a non-employee director prior to the start of such calendar year and will apply to the Base Fee payable to such director for the full calendar year. The Base Fee Grants will vest on a pro rata monthly basis for the service period to which the Base Fees relate, subject to continued service through the applicable vesting date. Each Base Fee Grant will vest in full in the event of a change in control.
Additionally, we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and its committees.
2024 Director Compensation Table
|
Name |
|
Fees Earned or Paid in Cash ($) |
|
|
Option
|
|
|
All Other Compensation ($) |
|
|
Total
|
|
||||
|
David Fellows |
|
|
51,049 |
|
|
|
183,780 |
|
|
|
— |
|
|
|
234,829 |
|
|
Carl Gordon, Ph.D., C.F.A. (2) |
|
|
24,000 |
|
|
|
168,268 |
|
|
|
— |
|
|
|
192,268 |
|
|
Jeffrey Kindler, J.D. |
|
|
30,000 |
|
|
|
168,268 |
|
|
|
— |
|
|
|
198,268 |
|
|
Hongbo Lu, Ph.D. |
|
|
29,698 |
|
|
|
168,268 |
|
|
|
— |
|
|
|
197,966 |
|
|
Jill Quigley, J.D. (3) |
|
|
51,229 |
|
|
|
147,585 |
|
|
101,643 (4) |
|
|
|
300,457 |
|
|
|
Ann Taylor, M.D. (5) |
|
|
32,694 |
|
|
|
168,268 |
|
|
|
— |
|
|
|
200,962 |
|
|
Radhika Tripuraneni, M.D., M.P.H. |
|
|
37,654 |
|
|
|
168,268 |
|
|
|
— |
|
|
|
205,922 |
|
|
Heather Turner, J.D. |
|
|
5,679 |
|
|
|
244,121 |
|
|
|
— |
|
|
|
249,800 |
|
|
Name |
|
Options
|
|
|
Restricted Stock Units Outstanding
|
|
||
|
David Fellows |
|
|
154,658 |
|
|
|
— |
|
|
Carl Gordon, Ph.D., C.F.A. (1) |
|
|
125,676 |
|
|
|
— |
|
|
Jeffrey Kindler, J.D. |
|
|
151,151 |
|
|
|
— |
|
|
Hongbo Lu, Ph.D. |
|
|
125,676 |
|
|
|
— |
|
|
Jill Quigley, J.D. |
|
|
114,475 |
|
|
|
15,000 |
|
|
Ann Taylor, M.D. (2) |
|
|
111,117 |
|
|
|
— |
|
|
Radhika Tripuraneni, M.D., M.P.H. |
|
|
132,676 |
|
|
|
— |
|
|
Heather Turner, J.D. |
|
|
64,000 |
|
|
|
— |
|
|
|
|
Beneficial Ownership |
|
|||||
|
Name of Beneficial Owner |
|
Number of
|
|
|
Percent of Total
|
|
||
|
Greater than 5% Stockholders: |
|
|
|
|
|
|
||
|
Entities affiliated with Soleus Capital Master Fund, L.P. (1) |
|
|
8,142,500 |
|
|
|
9.3 |
% |
|
Entities affiliated with OrbiMed Advisors LLC (2) |
|
|
7,562,971 |
|
|
|
8.7 |
% |
|
Entities affiliated with Vivo Capital (3) |
|
|
6,895,746 |
|
|
|
7.9 |
% |
|
BlackRock, Inc. (4) |
|
|
5,743,482 |
|
|
|
6.6 |
% |
|
Deep Track Capital, LP (5) |
|
|
5,576,558 |
|
|
|
6.4 |
% |
|
Schonfeld Strategic Advisors LLC (6) |
|
|
5,234,508 |
|
|
|
6.0 |
% |
|
Named Executive Officers and Directors: |
|
|
|
|
|
|
||
|
Amy Burroughs, M.B.A. (7) |
|
|
410,234 |
|
|
† |
|
|
|
Erin Quirk, M.D. |
|
|
— |
|
|
† |
|
|
|
Mark Vignola (8) |
|
|
675,170 |
|
|
† |
|
|
|
Melita Sun Jung (9) |
|
|
130,895 |
|
|
† |
|
|
|
David Fellows (10) |
|
|
162,428 |
|
|
† |
|
|
|
Robert Azelby |
|
|
— |
|
|
† |
|
|
|
Jeffrey Kindler, J.D. (11) |
|
|
155,591 |
|
|
† |
|
|
|
Hongbo Lu, Ph.D. (12) |
|
|
130,116 |
|
|
† |
|
|
|
Jill Quigley, J.D. (13) |
|
|
118,915 |
|
|
† |
|
|
|
Radhika Tripuraneni, M.D., M.P.H. (14) |
|
|
133,560 |
|
|
† |
|
|
|
Heather Turner, J.D. |
|
|
— |
|
|
† |
|
|
|
All executive officers and directors as a group (10 persons) (*)(15) |
|
|
1,311,217 |
|
|
|
1.5 |
% |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|
