☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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APPLIED MOLECULAR TRANSPORT INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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Sincerely,
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/s/ Tahir Mahmood
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Tahir Mahmood, Ph.D.
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Co-Founder and Chief Executive Officer
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1.
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Elect two Class I directors to serve until our 2024 annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;
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2.
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Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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3.
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Vote upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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By order of the Board of Directors,
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/s/ Tahir Mahmood
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Tahir Mahmood, Ph.D.
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Co-Founder and Chief Executive Officer
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•
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Proposal No. 1: The election of directors requires a plurality vote of the shares of our common stock present (including by proxy) at our virtual Annual Meeting and entitled to vote thereon. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “for” or “withhold” on each of the nominees for election as a director.
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Proposal No. 2: The ratification of the appointment of Deloitte & Touche LLP requires the affirmative vote of a majority of the shares of our common stock present (including by proxy) at our virtual Annual Meeting and entitled to vote thereon. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of this proposal.
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“FOR” the election of Randall Mrsny, Ph.D. and Aaron VanDevender, Ph.D. as Class I directors; and
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“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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to vote online during the Annual Meeting, follow the provided instructions to join the meeting at www.virtualshareholdermeeting.com/AMTI2021, starting at 10:00 a.m. Pacific Time on May 18, 2021 (have your Notice or proxy card in hand when you visit the website);
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by Internet at www.proxycote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time, on May 17, 2021 (have your Notice or proxy card in hand when you visit the website)
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by toll-free telephone at 1-800-690-6903 (have your Notice or proxy card in hand when you call); or
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by mail by completing, dating and signing the proxy card that accompanies this proxy statement and returning it promptly by mail in the enclosed postage-paid envelope so that it is received no later than May 17, 2021. You do not need to put a stamp on the enclosed envelope if you mail it from within the United States. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you return the proxy card, but do not give any instructions on a particular matter to be voted on at the Annual Meeting, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our Board of Directors.
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entering a new vote by Internet or by telephone;
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completing and mailing a later-dated proxy card; or
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notifying the Corporate Secretary of Applied Molecular Transport Inc. in writing to 1 Tower Place, Suite 850, South San Francisco, CA 94080.
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Class
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Age
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Position
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Director Since
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Current Term
Expires
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Expiration of
Term For
Which
Nominated
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Director Nominees
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Randall Mrsny, Ph.D.
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I
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66
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Co-Founder,
Chief Scientific Officer
and Director
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2016
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2021
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2024
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Aaron VanDevender, Ph.D.(1)(3)
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I
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41
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Director
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2016
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2021
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2024
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Continuing Directors
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Helen S. Kim(1)
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II
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58
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Board Chair
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2018
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2022
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—
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Graham Cooper(1)(2)
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II
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51
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Director
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2020
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2022
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—
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David Lamond(2)(3)
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III
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46
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Director
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2018
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2023
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—
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Tahir Mahmood, Ph.D.
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III
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46
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Co-Founder,
Chief Executive Officer
and Director
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2016
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2023
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—
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(1)
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Member of the audit committee
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(2)
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Member of the compensation committee
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(3)
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Member of the corporate governance and nominating committee
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•
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selects and hires the independent registered public accounting firm to audit our financial statements;
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helps to ensure the independence and performance of the independent registered public accounting firm;
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approves audit and non-audit services and fees of the independent registered public accounting firm;
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reviews financial statements and discusses with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
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prepares the audit committee report that the SEC requires to be included in our annual proxy statement;
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reviews reports and communications from the independent registered public accounting firm;
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reviews the adequacy and effectiveness of our internal controls and disclosure controls and procedures;
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reviews our policies on risk assessment and risk management;
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reviews related party transactions; and
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establishes and oversees procedures for the receipt, retention, and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.
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oversees our overall compensation philosophy and compensation policies, plans, and benefit programs;
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reviews and approves or recommends to the Board of Directors for approval compensation for our executive officers and directors;
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prepares the compensation committee report that the SEC will require to be included in our annual proxy statement; and
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administers our equity compensation plans.
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identifies, evaluates, and makes recommendations to our Board of Directors regarding nominees for election to our Board of Directors and its committees;
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considers and makes recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;
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reviews developments in corporate governance practices;
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evaluates the adequacy of our corporate governance practices and reporting; and
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evaluates the performance of our Board of Directors and of individual directors.
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Name
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Fees Earned
or Paid
in Cash
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Options
Awards(3)(4)
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Non-Equity
Incentive Plan
Compensation(5)
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All Other
Compensation
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Total
Compensation
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Helen S. Kim
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$55,000
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$—
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$—
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$—
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$55,000
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Graham Cooper(1)
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31,429
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245,115
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—
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—
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276,544
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David Lamond
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30,286
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—
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—
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—
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30,286
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Randall Mrsny, Ph.D.(2)
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—
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—
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201,600
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414,009
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561,926
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Aaron VanDevender, Ph.D.
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26,571
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—
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—
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—
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26,571
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(1)
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Mr. Cooper joined the Board of Directors on February 5, 2020; his fees were prorated for the portion of 2020 in which he served as a director.
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(2)
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Dr. Mrsny received compensation as our Chief Scientific Officer. Directors who are also our employees receive no additional compensation for their service as directors. Dr. Mrsny’s compensation included, among other components, $390,932 in salary.
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(3)
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The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2020. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting or exercise of the applicable awards.
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(4)
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As of December 31, 2020, our non-employee directors held outstanding options to purchase the number of shares of common stock as follows: Ms. Kim (60,230) and Mr. Cooper (75,000).
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(5)
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Amounts represent the annual incentive bonus earned for services performed in 2020. The annual incentive bonuses were paid in 2021.
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•
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$35,000 per year for service as a Board member;
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$35,000 per year for service as non-executive chair of the Board of Directors;
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$15,000 per year for service as chair of the audit committee;
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$7,500 per year for service as a member of the audit committee;
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$10,000 per year for service as chair of the compensation committee;
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$5,000 per year for service as a member of the compensation committee;
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$8,000 per year for service as chair of the corporate governance and nominating committee; and
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$4,000 per year for service as a member of the corporate governance and nominating committee.
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•
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the amounts involved exceeded or will exceed $120,000; and
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•
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any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our outstanding common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest.
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2020
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2019
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Audit Fees(1)
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$1,203,628
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$455,449
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Audit-Related Fees
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—
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—
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Tax Fees
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—
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—
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Other Fees
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—
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—
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Total Fees
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$1,203,628
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$455,449
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(1)
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Audit Fees consists of fees billed for professional services performed by Deloitte & Touche LLP for the audit of our annual financial statements, the review of interim financial statements, and related services that are normally provided in connection with registration statements, including the registration statement for our initial public offering (IPO), which we completed in June 2020.
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Respectfully submitted by the members of the audit committee of the Board of Directors,
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Graham Cooper, Chairperson
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Helen S. Kim
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Aaron VanDevender
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Name
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Age
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Position
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Tahir Mahmood, Ph.D.
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46
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Co-Founder, Chief Executive Officer and Director
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Randall Mrsny, Ph.D.
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66
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Co-Founder, Chief Scientific Officer and Director
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Elizabeth Bhatt
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53
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Chief Business and Strategy Officer
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Shawn Cross
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53
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Chief Financial Officer
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Brandon Hants
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44
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Senior Vice President, Finance & Business Operations
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Bittoo Kanwar, M.D.
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45
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Chief Medical Officer
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Douglas Rich
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52
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Chief Technical Officer
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•
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Tahir Mahmood, Ph.D., our Co-Founder and Chief Executive Officer;
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•
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Elizabeth Bhatt, our Chief Business and Strategy Officer; and
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•
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Shawn Cross, our Chief Financial Officer.
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Name
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Year
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Salary
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Bonus
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Option
Awards(1)
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Non-Equity
Incentive Plan
Compensation(2)
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All Other
Compensation(3)
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Total
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Tahir Mahmood, Ph.D.
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2020
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$390,932
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$—
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$—
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$207,000
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$23,077
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$621,009
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Chief Executive Officer
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2019
|
| |
300,000
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| |
49,282
|
| |
—
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—
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—
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349,282
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Elizabeth Bhatt
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2020
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371,462
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| |
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1,091,281
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176,960
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5,721
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645,424
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Chief Business and Strategy Officer
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2019
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| |
99,169
|
| |
16,221
|
| |
—
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| |
—
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—
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115,390
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Shawn Cross
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2020
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311,439
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| |
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1,087,728
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142,060
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| |
—
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541,227
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Chief Financial Officer
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(1)
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This column represents the aggregate grant date fair value of the award as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited financial statements included in our annual report on Form 10-K. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards.
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(2)
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Amounts represent the annual incentive bonus earned by each of the NEOs for services performed in 2020 and are pro-rated based on length of service with us. These annual incentive bonuses were paid in 2021.
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(3)
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Amounts represent the cumulative accrued vacation balance paid in 2020.
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Option Awards
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Name
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Grant Date
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Number of
Shares of Stock
Underlying
Unexercised
Options
Exercisable
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Number of
Shares of Stock
Underlying
Unexercised
Options
Unexercisable
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Option Exercise
Price(1)
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Option
Expiration
Date
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Tahir Mahmood, Ph.D.
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—
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—
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—
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$—
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—
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Elizabeth Bhatt
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03/06/2020(2)
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97,072
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213,560
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4.61
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03/06/2030
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Shawn Cross
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03/30/2020(2)
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—
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310,000
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4.61
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03/30/2030
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(1)
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In May 2020, the Board of Directors approved a one-time repricing of certain stock options granted to our service providers with an exercise price of $6.14 per share under our 2016 Plan. Pursuant to such approval, these options were automatically repriced to $4.61 per share. This column represents the fair market value of a share of our common stock on the date of the repricing, as determined by our Board of Directors.
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(2)
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This option to purchase shares of our common stock was granted pursuant to our 2016 Plan. 1/4th of the shares subject to the option vest on the first anniversary of the vesting commencement date and 1/48th of the shares vest monthly thereafter, subject to the optionee’s continued status as a service provider through each vesting date.
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•
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a lump sum payment equal to 100% of base salary; and
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•
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payment or reimbursement of up to 12 months of premiums for COBRA continuation coverage premiums, or, if providing such payment would violate applicable law, a taxable payment for an equivalent amount in lieu thereof.
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•
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a lump sum payment equal to 100% of base salary;
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•
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a lump sum payment equal to 100% of target annual bonus;
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•
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100% acceleration of unvested time-based equity awards; and
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•
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payment or reimbursement of up to 12 months of premiums for COBRA continuation coverage premiums or, if providing such payment would violate applicable law, a taxable payment for an equivalent amount in lieu thereof.
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Plan Category
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(a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
|
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(b) Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
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(c) Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))
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Equity Compensation Plan Approved by Stockholders(1)
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3,506,599
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$6.27
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3,683,252
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(1)
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Includes the following plans: 2020 Plan, 2016 Plan, 2015 Equity Incentive Plan (2015 Plan) and 2020 Employee Stock Purchase Plan (2020 ESPP). Our 2020 Plan provides that on January 1st of each fiscal year commencing in 2021, the number of shares authorized for issuance under the 2020 Plan is automatically increased by a number equal to the lesser of (i) 3,140,062 shares; (ii) 5.0% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year or; (iii) such other amount as the plan administrator may determine. Our 2020 ESPP provides that on January 1st of each fiscal year commencing with the fiscal year following the fiscal year in which the first enrollment date under the 2020 ESPP (if any) occurs, the number of shares authorized for issuance under the 2020 ESPP is automatically increased by a number equal to the lesser of (i) 628,012 shares; (ii) 1.0% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the plan administrator may determine. In connection with our IPO, our 2015 Plan and 2016 Plan were terminated.
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•
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Each stockholder known by us to beneficially own more than 5% of our common stock;
|
•
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Each of our directors;
|
•
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Each named executive officer named in the “Named Executive Officers”; and
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•
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All directors and executive officers as a group.
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Beneficial Ownership
|
|||
Name of Beneficial Owner
|
| |
Shares
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| |
Percentage
|
5% or Greater Stockholders:
|
| |
|
| |
|
Entities affiliated with EPIQ Capital Group, LLC(1)
|
| |
8,264,240
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| |
23.4%
|
Entities affiliated with Founders Fund(2)
|
| |
4,438,222
|
| |
12.6%
|
Capital Research Global Investors(3)
|
| |
2,802,700
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| |
8.0%
|
Capital World Investors(4)
|
| |
2,565,932
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| |
7.3%
|
Named Executive Officers and Directors:
|
| |
|
| |
|
Tahir Mahmood, Ph.D.(5)
|
| |
3,606,833
|
| |
10.2%
|
Randall Mrsny, Ph.D.(6)
|
| |
3,606,833
|
| |
10.2%
|
David Lamond(7)
|
| |
986,019
|
| |
2.8%
|
Helen S. Kim(8)
|
| |
860,230
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| |
2.4%
|
Elizabeth Bhatt(9)
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| |
125,583
|
| |
*
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Shawn Cross(10)
|
| |
86,583
|
| |
*
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Graham Cooper(11)
|
| |
75,000
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| |
*
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Aaron VanDevender, Ph.D. (12)
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| |
12,659
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| |
*
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All executive officers and directors as a group (eleven (11) persons)(13)
|
| |
9,581,544
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| |
26.7%
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*
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Less than one percent (1%)
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(1)
|
Based on information taken from the Schedule 13D filed on June 18, 2020, these shares consist of (i) 2,149,292 shares held by EPQ LLC, AMT PS, (ii) 3,394,948 shares held by EPQ LLC, AMTB PS, (iii) 2,500,000 shares held by EPQ LLC, AMTC PS and (iv) 220,000 shares held by Chad Boeding (collectively, the EPIQ funds). EPIQ Capital Group, LLC is the managing member of each of the EPIQ funds and exercises investment and voting control over the shares held by each of the EPIQ funds through an investment committee. The investment committee for each of the EPIQ funds is comprised of Chad Boeding, Chris Jackson, Jennifer Forster, Boris Albul and Rick Withers, each of whom is an officer or partner of EPIQ Capital Group, LLC. Each of the members of the investment committee disclaims beneficial ownership of the shares held by the EPIQ funds except to the extent of their pecuniary interests therein, if any. The address of each of the individuals and entities listed above is One Lombard Street, Suite 200, San Francisco, CA 94111.
|
(2)
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Based on information taken from the Schedule 13G filed on February 16, 2021, these shares consist of (i) 2,814,640 shares held by The Founders Fund V, LP, 757,139 shares held by The Founders Fund V Principals Fund, LP, 39,836 shares held by The Founders Fund V Entrepreneurs Fund, LP (collectively, the Founders Fund V Management, LLC), and (ii) 656,194 shares held by The Founders Fund VI, LP, 162,255 shares held by The Founders Fund VI Principals Fund, LP and 8,158 shares held by The Founders Fund VI Entrepreneurs Fund, LP (collectively, the Founders Fund VI Management, LLC). FFV Management exercises investment and voting control over the shares held by the Founds Fund V Management, LLC through a management committee comprised of Peter Thiel and Brian Singerman. FFVI Management exercises investment and voting control over the shares held by the Founders Fund VI Management, LLC through a
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(3)
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Based on information taken from the Schedule 13G filed on February 16, 2021, these 2,802,700 shares are held by Capital Research Global Investors (CRGI). CRGI is a division of Capital Research and Management Company (CRMC), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the investment management entities). CRGI may be deemed to be the beneficial owner of these shares and exercises sole voting and investment control over the shares. The address of this entity is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.
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(4)
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Based on information taken from the Schedule 13G filed on February 16, 2021, these 2,565,932 shares are held by Capital World Investors (CWI). CWI is a division of CRMC, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the investment management entities). CWI may be deemed to be the beneficial owner of the shares and exercises sole voting and investment control over the shares. The address of this entity is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.
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(5)
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Consists of (i) 176,657 shares held directly by The Mahmood 2017 Irrevocable Trust Agreement for which Dr. Mahmood serves as trustee, (ii) 334,632 shares held by the Tahir Mahmood 2019 Annuity Trust for which Dr. Mahmood serves as trustee, (iii) 3,088,711 shares held by the Mahmood-Shamsi Living Trust Agreement dated August 31, 2017 for which the father of Dr. Mahmood serves as trustee, and (iv) 6,833 shares of common stock subject to options that are exercisable within 60 days of March 5, 2021. Dr. Mahmood shares voting and investment control with his spouse over the shares held by the Mahmood 2017 Irrevocable Trust Agreement and the Tahir Mahmood 2019 Annuity Trust. The father of Dr. Mahmood exercises voting and investment control over the shares held by the Mahmood-Shamsi Living Trust Agreement dated August 31, 2017.
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(6)
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Consists of (i) 270,000 shares held directly by The Randall Mrsny 2020 Annuity Trust for which Dr. Mrsny serves as trustee, (ii) 270,000 shares held directly by Ann Daugherty 2020 Annuity Trust for which Dr. Mrsny’s spouse serves as trustee, (iii) 3,060,000 shares held directly by Mrsny-Daugherty Living Trust Agreement dated July 31, 2019 for which Dr. Mrsny and his spouse serve as co-trustees and exercise voting and investment control, and (iv) 6,833 shares of common stock subject to options that are exercisable within 60 days of March 5, 2021.
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(7)
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Consists of 986,019 shares of common stock beneficially held by the Blue Devil Trust for which Mr. Lamond serves as trustee. Mr. Lamond shares voting and investment control over the shares held by the Blue Devil Trust with his spouse.
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(8)
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Consists of (i) 800,000 shares of common stock directly held by Ms. Kim and (ii) 60,230 shares of common stock subject to options that are exercisable within 60 days of March 5, 2021.
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(9)
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Consists of 125,583 shares of common stock subject to options that are exercisable within 60 days of March 5, 2021.
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(10)
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Consists of 86,583 shares of common stock subject to options that are vested and exercisable within 60 days of March 5, 2021.
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(11)
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Consists of 75,000 shares subject to outstanding options which are exercisable prior to vesting, of which 43,750 shares of common stock subject to options that are vested and exercisable within 60 days of March 5, 2021 and 31,250 shares which may be repurchased by us, if exercised, at the original exercise price.
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(12)
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Consists of 12,659 shares held directly by Mr. VanDevender.
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(13)
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Consists of (i) 8,998,678 shares of common stock owned by our named executive officers, current directors and other executive officers and (ii) 582,866 shares of common stock subject to options that are exercisable within 60 days of March 5, 2021.
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THE BOARD OF DIRECTORS
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South San Francisco, California
April 7, 2021
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