Document

Lumos Pharma, Inc., sometimes referred to as the Company, Lumos, we, us or our, is furnishing this proxy statement, or Proxy Statement, to holders of our common stock. Proxies are being solicited on behalf of the Board of Directors of Lumos, which we refer to as our Board, to be used at Lumos’ 2024 Annual Meeting of Stockholders, or Annual Meeting, to be held via live webcast at www.virtualshareholdermeeting.com/LUMO2024 on May 31, 2024 at 9:00 a.m., Central Time. You will be able to participate in the Annual Meeting, vote your shares electronically and submit your questions during the live webcast by entering your 16-digit control number found on the voting form provided. Proxies also may be voted at any adjournments or postponements of the Annual Meeting. The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.

If on April 8, 2024 your shares were held, not in your name, but rather 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 the Notice is being forwarded to you by that organization. The organization holding your account is considered to be 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 regarding how to vote the shares in your account in accordance with the instructions you have received from your brokerage firm, bank, dealer or other similar organization. You are also invited to attend the meeting via live webcast. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (NYSE) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. These rules apply to brokers holding our shares even though our common stock is traded on the NASDAQ Global Market. Accordingly, your broker or nominee may not vote your shares on Proposal No. 1 (Election of Directors), Proposal No. 2 (Advisory Vote on Compensation of Our Named Executive Officers), or Proposal No. 3 (Frequency of Compensation Vote) but may vote your shares on Proposal No. 4 (Ratification of Selection of KPMG LLP as Our Independent Registered Public Accounting Firm) even in the absence of your instruction.

In accordance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing and received by December 13, 2024 to Corporate Secretary, Lumos Pharma, Inc., 4200 Marathon Boulevard #200, Austin, TX 78756. If you wish to submit a director nomination or a proposal at next year’s annual meeting that is not to be included in next year’s proxy materials, you must do so by no later than the close of business on March 2, 2025, nor earlier than the close of business on January 31, 2025 and you must comply with the requirements of Section 5(b) in our amended and restated bylaws ("Bylaws"), including submitting written notice to our Corporate Secretary as set forth above. However, if the date of next year’s annual meeting is more than 30 days before or more than 30 days after May 31, 2025, then we must receive your notice no earlier than the close of business on the one hundred twentieth (120th) day prior to such meeting and no later than the close of business on the later of the ninetieth (90th) day prior to such meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made.

Directors are elected by a plurality of the votes of the holders of shares present in person at the Annual Meeting or represented by proxy and entitled to vote on the election of directors. If a choice is specified on the proxy card by a stockholder, their shares will be voted as specified. If a choice is not specified on the proxy card, and authority to do so is not withheld, the shares will be voted “FOR” the election of nominees named below. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

Chad A. Johnson, J.D., age 45, has served as a member of the Board since March 2018. Mr. Johnson is currently Senior Counsel at BASF. From May 2017 to October 2022, Mr. Johnson served as General Counsel at Stine Seed Company. From May 2015 to April 2017, Mr. Johnson was the Assistant Corporate Secretary and Senior Corporate Counsel for Renewable Energy Group, Inc., a supplier of advanced biofuels in North America. In addition to his role as a corporate officer, Mr. Johnson was a senior in-house attorney for the company. From 2007 to April 2015, he spent eight years in roles of increasing responsibility at DuPont Pioneer, a subsidiary of DuPont and a global leading seed and agriculture biotechnology company. Mr. Johnson is admitted to practice law in the State of Iowa and before the United States Patent and Trademark Office. Mr. Johnson graduated from Iowa State University with a Master of Science in Crop Production and Physiology and received his J.D. from Drake University Law School.

Lota S. Zoth, CPA, age 64, has served as a member of the Board and Chair of the Audit Committee since November 2012. Ms. Zoth currently serves on the Board of Directors of 89Bio Inc., enGene Holdings Inc. and Inovio Pharmaceuticals, Inc. She also previously served on the Board of Directors for nonprofit Aeras from 2011 to 2018, Circassia Pharmaceuticals, PLC from 2015 to 2019, Hyperion Therapeutics, Inc. from 2008 to May 2015, Ikaria, Inc. from 2008 to 2014, Orexigen Therapeutics, Inc. from 2012 to 2019, Spark Therapeutics, Inc. from 2018 to 2019 and Zymeworks, Inc. from 2017 to 2023. Prior to her board service, Ms. Zoth served as Chief Financial Officer of MedImmune, Inc. from 2004 through 2007, and as its Corporate Controller from 2002 to 2004. Prior to that, Ms. Zoth was a financial executive at several companies, including Sodexho Marriott Services, Inc., PSINet Inc., Marriott International, Inc. and PepsiCo, Inc. Ms. Zoth began her career as an auditor at Ernst & Young, LLP. Ms. Zoth received a BBA in accounting, summa cum laude, from Texas Tech University.

Kevin Lalande, age 51, has served on our Board since the Merger and served as a member of the Private Lumos Board from 2014 through the Merger. Mr. Lalande is a Co-Founder and Managing Director of Santé Ventures, a healthcare and life science venture capital firm founded in 2006 which currently manages $380 million across three funds with 30 portfolio company investments. Mr. Lalande is also the Founder and Chief Investment Officer of Santé Capital, a systematic machine learning hedge fund that began trading capital in 2015 after three years of research and development. Mr. Lalande conceived the investment strategy, designed the original MindRank algorithms, and assembled a seasoned team to help drive this related line of business. Before Santé Ventures and Santé Capital, Mr. Lalande spent seven years as an investment professional with Austin Ventures, a prominent venture capital firm with $4.0 billion under management. Prior to Austin Ventures, he was a management consultant with McKinsey & Company. Before McKinsey, he founded, built and sold three internet-based companies in the 1990s. Mr. Lalande received a B.S. in electrical and computer engineering with honors in 1996 from Brigham Young University and an MBA with highest distinction from the Harvard Business School in 2001, where he was both a Baker Scholar and a Siebel Scholar.

Joseph S. McCracken, age 71, has served as a member of our Board since March 2020. Dr. McCracken currently advises biopharmaceutical companies on the design and implementation of corporate strategy and business development initiatives. Dr. McCracken also serves on the boards of Kindred Biosciences, Inc. (NASDAQ: KIN), Savara Inc. (NASDAQ: SVRA) and Modalis Therapeutics, Inc. (TSE: 4883.T), as well as the boards of privately held Regimmune Inc. From July 2011 to September 2013, Dr. McCracken was Vice President and Global Head of Business Development & Licensing for Roche Pharma, a research-focused healthcare company, where he was responsible for Roche Pharma’s global in-licensing and out-licensing activities. From October 2009 until July 2011, he was General Manager, Roche Pharma Japan & Asia Regional Head, Roche Partnering. Prior to joining Roche Pharma, Dr. McCracken held the position of Vice President, Business Development at Genentech for more than nine years, and previously held similar positions at Aventis Pharma and Rhone-Poulenc Rorer. Dr. McCracken holds a B.S. in microbiology, a Master of Science in pharmacology and a Doctorate of Veterinary Medicine from The Ohio State University.

Richard J. Hawkins, age 75, has served as Chief Executive Officer and as a member of our Board since the Merger and served as a member of the Private Lumos Board from 2011 through the Merger. In addition, Mr. Hawkins currently serves on the board of directors of several life sciences companies, including Plus Therapeutics, Inc. (Nasdaq: PSTV) and Savara Inc. (Nasdaq: SVRA), and previously served on the board of directors of SciClone Pharmaceuticals, Inc. until its acquisition in October 2017. Mr. Hawkins also served as our President from the Merger through July 2021. From 2000 to 2010, Mr. Hawkins, founded and advised numerous pharmaceutical companies including Sensus, where he served as co-founder and Chair until it was sold to Pfizer. From 1981 to 2000, Mr. Hawkins was founder, President and CEO of Pharmaco. The company later merged with PPD of Wilmington, NC to form PPD Pharmaco, one of the largest clinical contract research organizations in the world. Mr. Hawkins received his B.S. degree in biology from Ohio University.

Thomas A. Raffin, M.D., age 77, has served as a member of the Board since 1999 and has been the Board’s Lead Independent Director since October 2010. Dr. Raffin has spent 30 years on the faculty at Stanford University School of Medicine, where he is the Colleen and Robert Haas Professor Emeritus of Medicine and Biomedical Ethics. Over the past two decades, Dr. Raffin has worked extensively in the healthcare and medical device business sectors and was an advisor to Cell Therapeutics Inc. from 1993 to 1997, Broncus Technologies from 1997 to 2004, iMedica from 1998 to 2002, and Inhale Technologies from 1998 to 2001. He co-founded Rigel Pharmaceuticals, a publicly traded company (Nasdaq: RIGL), in 1996. In 2001, he co-founded Telegraph Hill Partners, a San Francisco life sciences private equity firm as a General Partner. Dr. Raffin has been a director of the following Telegraph Hill Partners private portfolio companies: AngioScore, Inc., Confirma, Inc., Freedom Innovations, LDR Holding Corporation, PneumRx, Inc., Akoya BioSciences, Inc. and InvisALERT Solutions. Dr. Raffin received a B.A. from Stanford University and an M.D. from Stanford University School of Medicine and did his medical residency at the Peter Bent Brigham Hospital (now Brigham and Women’s Hospital) in Boston, MA.

In determining independence, our Board considers the definition of “independent” set forth in the listing standards of the NASDAQ Stock Market, or NASDAQ, as well as other factors that contribute to effective oversight and decision-making by our Board. Our independence standards are set forth in our Corporate Governance Guidelines on our website at www.lumos-pharma.com in the “Investors & Media - Corporate Governance” section. As required under the NASDAQ listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by our Board. Our Board consults with our counsel to ensure that our Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of NASDAQ, as in effect from time to time.

We believe that combining the positions of Chief Executive Officer and Chair of our Board, which we refer to as the Chair, helps to ensure that our Board and management act with a common purpose. We believe combining the positions of Chief Executive Officer and Chair is appropriate for a biopharmaceutical company focused on drug development in that it enhances our Board’s focus on our progress on scientific research, clinical trials and commercialization as inputs to developing and implementing strategy. We believe that combining the positions of Chief Executive Officer and Chair provides a single, clear chain of command to execute our strategic initiatives and business plans related to drug development and commercialization. In addition, we believe that a combined Chief Executive Officer and Chair is well-positioned to act as a bridge between management and our Board, facilitating the regular flow of information. We also believe that it is advantageous to have a Chair with an extensive history with and knowledge of our Company (as is the case with our Chief Executive Officer) as compared to a relatively less informed independent Chair at this stage in our development.

One of our Board’s key functions is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, while our Board is responsible for monitoring and assessing strategic risk exposure, our Audit Committee has the responsibility to consider and discuss the major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements with respect to SEC regulations, NASDAQ listing standards, pharmaceutical industry regulations and corporate risk management, in addition to oversight of the performance of our accounting and financial reporting processes. Our Nominating and Corporate Governance Committee monitors the effectiveness of the corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and is responsible for overseeing our cybersecurity risk management processes. Our Compensation Committee assesses and monitors whether any compensation policies and programs have the potential to encourage excessive risk-taking. The entire Board and its committees address risk management issues from time-to-time and meet at least annually with the employees responsible for risk management in the committees’ respective areas of oversight. Both our Board as a whole and the various standing committees receive periodic reports from the employees responsible for risk management, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to our Board as quickly as possible.

Our Audit Committee was established by our Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee our corporate accounting and financial reporting processes and audits of our financial statements. For this purpose, our Audit Committee performs several functions. Our Audit Committee evaluates the performance of and assesses the qualifications of the independent auditors; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on our audit engagement team as required by law; confers with management and the independent auditors regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters, oversees corporate risk management of the company as a whole; and meets to review our annual audited financial statements and quarterly financial statements with management and the independent auditor, including a review of our disclosures in our Annual Report on Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Annually, our Compensation Committee has considered the following six factors, as set forth by the SEC and NASDAQ, when engaging Setren & Associates and evaluating its independence: (i) the provision of other services to our Company by Setren & Associates; (ii) the amount of fees from our Company paid to Setren & Associates as a percentage of Setren & Associates' total revenue; (iii) Setren & Associates' policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Setren & Associates with an executive officer of our Company; (v) any business or personal relationship of the individual compensation advisor with any member of our Compensation Committee; and (vi) any stock of our Company owned by Setren & Associates. Based on its review, our Compensation Committee has determined that the work of Setren & Associates has not raised any conflict of interest that would adversely affect Setren & Associates' independence.

Our Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. Our Nominating and Corporate Governance Committee also considers whether the candidate possesses the following factors among others: relevant expertise upon which to base advice and guidance to management, sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, the ability to exercise sound business judgment and the commitment to rigorously represent the long-term interests of our stockholders. Candidates for director nominees are reviewed in the context of the current composition of our Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, our Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate given the current needs of our Board and the Company to maintain a balance of knowledge, experience and capability. Our

In the case of incumbent directors whose terms of office are set to expire, our Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any relationships and transactions that might impair the directors’ independence. Our Nominating and Corporate Governance Committee also takes into account the results of our Board’s self-evaluation, conducted annually on a group and individual basis. In the case of new director candidates, our Nominating and Corporate Governance Committee also determines whether the nominee is independent for NASDAQ purposes, which determination is based upon applicable NASDAQ listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. Our Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board. Our Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our Board by majority vote.

This vote is being provided pursuant to Section 14A of the Exchange Act. It is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are consistent with our strategic compensation and retention needs. Further, our compensation policies and decisions are designed to align our executive officers’ compensation with our business objectives and the interests of its stockholders, to incentivize and reward our executive officers for our success and to promote teamwork within our executive management team. Compensation of our named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.

The Dodd-Frank Act enables our stockholders to indicate how frequently they believe we should seek a non-binding advisory vote from our stockholders on the compensation of our named executive officers, i.e., how frequently to request future “Say-on-Pay” votes from stockholders. We are accordingly seeking a non-binding, advisory vote from stockholders as to the frequency with which our stockholders should have an opportunity to provide an advisory approval of our named executive officer compensation. We are providing our stockholders with the choice of selecting a frequency of one year, two years or three years, or abstaining from this advisory vote. The alternative of every one year, two years, or three years that receives the highest number of votes cast by stockholders in person or by proxy at this meeting will be considered to be the preferred frequency that has been recommended by our stockholders.

The following table sets forth certain information regarding the ownership of our common stock as of March 1, 2024, except as set forth below, by: (i) each current director and nominee for director; (ii) each of the named executive officers specified in the Summary Compensation Table; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than 5% of its common stock. The percentage of shares beneficially owned is computed on the basis of 8,107,121 shares of our common stock outstanding as of March 1, 2024. Shares of our common stock that a person has the right to acquire within 60 days of March 1, 2024 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.


Name and Address of Beneficial Owner(1)		Shares (#)	Percent (%)
5% and Greater Stockholders
	Richard J. Hawkins(2)	949,879	11.4%
	Stine Seed Farm, Inc.(3)	873,081	10.8%
	Kevin Lalande(4)	743,547	9.2%
	Goldman Sachs Group Inc.(5)	406,711	5.0%
Named Executive Officers and Directors
	Richard J. Hawkins(2)	949,879	11.4%
	Kevin Lalande(4)	743,547	9.2%
	John McKew, Ph.D.(6)	206,959	2.5%
	Lori D. Lawley(7)	72,263	*
	Aaron Schuchart(8)	69,824	*
	Bradley J. Powers(9)	59,143	*
	Thomas A. Raffin, M.D.(10)	34,647	*
	Joseph McCracken(11)	27,746	*
	Lota S. Zoth(12)	22,313	*
	Chad A. Johnson(13)	20,105	*
	An van Es-Johansson, M.D.(14)	12,925	*
	All current executive officers and directors as a group (11 persons)(15)	2,219,351	25.4%
*	Indicates beneficial ownership of less than 1% of the outstanding shares of the Company’s common stock.
(1)	Unless otherwise indicated, the address of such individual is Lumos Pharma, Inc., 4200 Marathon Boulevard, Suite 200, Austin, Texas 78756.
(2)	Includes 201,503 shares Mr. Hawkins has the right to acquire through the exercise of stock options and 6,250 RSUs that are scheduled to vest, each within 60 days of March 1, 2024.
(3)	Address is 22555 Laredo Trail, Adel, Iowa 50003. Information presented is based solely upon a Schedule 13D filed with the SEC on October 6, 2017. Harry H. Stine, the CEO of Stine Seed Farm, Inc., may be deemed to beneficially own such shares.
(4)	Consists of the shares held by Sante Health Ventures II, L.P. Mr. Lalande may be deemed to beneficially own such shares. Mr. Lalande, Joe Cunningham, M.D. and Douglas D. French, are managing directors (the “SHV Directors”) of SHV Management Services, LLC (“SHV Management”). SHV Management is the general partner of SHV Management Services, LP, which is the general partner of Santé Health Ventures II, L.P. Each of the SHV Directors, SHV Management, and SHV Management Services, LP disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein. The address for this entity is 201 W 5th Street, Suite 1500, Austin, TX 78701. Information presented is based solely upon a Schedule 13D filed with the SEC on August 30, 2021. Includes 12,025 shares Mr. Lalande has the right to acquire through the exercise of stock options within 60 days of March 1, 2024.
(5)	The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group. Address is 200 West Street, New York, NY 10282. Information presented is based solely upon a Schedule 13G filed with the SEC on February 9, 2024.
(6)	Includes 201,076 shares Dr. McKew has the right to acquire through the exercise of stock options and 3,250 RSUs that are scheduled to vest, each within 60 days of March 1, 2024.
(7)	Includes 63,819 shares Ms. Lawley has the right to acquire through the exercise of stock options and 1,125 RSUs that are scheduled to vest, each within 60 days of March 1, 2024.
(8)	Includes 64,569 shares Mr. Schuchart has the right to acquire through the exercise of stock options within 60 days of March 1, 2024.
(9)	Includes 54,710 shares Mr. Powers has the right to acquire through the exercise of stock options and 1,125 RSUs that are scheduled to vest, each within 60 days of March 1, 2024.
(10)	Includes 25,241 shares Dr. Raffin has the right to acquire through the exercise of stock options within 60 days of March 1, 2024.
(11)	Includes 12,025 shares Mr. McCracken has the right to acquire through the exercise of stock options within 60 days of March 1, 2024.
(12)	Includes 20,126 shares Ms. Zoth has the right to acquire through the exercise of stock options within 60 days of March 1, 2024.
(13)	Includes 19,029 shares Mr. Johnson has the right to acquire through the exercise of stock options within 60 days of March 1, 2024.
(14)	Includes 12,070 shares Ms. van Es-Johansson has the right to acquire through the exercise of stock options within 60 days of March 1, 2024.
(15)	Includes 686,193 shares issuable pursuant to stock options that the executive officers and directors of the Company have the right to acquire, and 11,750 RSUs owned by the executive officers and directors that vest, within 60 days of March 1, 2024.

(1) The 2009 Equity Incentive Plan incorporated an evergreen formula pursuant to which, on each January 1st, the aggregate number of shares reserved for issuance under the plan will increase by a number equal to 4% of the outstanding shares on December 31st of the preceding calendar year, or such lesser amount (or no shares) as determined by our Board. On May 9, 2019, the Company’s stockholders approved a proposal to amend and extend the 2009 Plan (the "2019 Plan") which, among other modifications, included decreasing the automatic annual “evergreen provision” from 4% to 3%, in accordance with which, on January 1 of each year, from 2020 to (and including) 2029, a number of shares of common stock in an amount equal to 3% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or such lesser amount of shares (or no shares) approved by the Company’s Board of Directors, was added or will be added to the shares reserved under the 2019 Plan.


(1)	Cash compensation is paid quarterly based on the annual amount of $40,000 for all non-employee directors with additional annual cash compensation of $22,000 for Lead Independent Director, $15,000, $12,000 and $8,000 for the Chairs of the Audit, Compensation and Nominating and Corporate Governance Committees, respectively; and $7,500, $5,500 and $4,000 for members of the Audit, Compensation and Nominating and Corporate Governance Committees, respectively.
(2)	The assumptions we used in valuing options are described under the caption “Share-Based Compensation” in note 2 to our financial statements included in our Annual Report on Form 10-K filed on March 7, 2024. This column reflects the aggregate grant date fair value of options granted during the year indicated in accordance with FASB ASC Topic 718.
(3)	The aggregate number of shares subject to stock option awards outstanding for each non-employee director as of December 31, 2023 are as follows:
		Option Awards
	Chad A. Johnson	22,374
	Thomas A. Raffin, M.D.	28,586
	An van Es-Johansson	15,415
	Kevin Lalande	15,370
	Joseph S. McCracken	15,370
	Lota Zoth	23,471
(4)	Reflects the grant date fair value of 3,345 options granted at an exercise price of $3.42, which was the per share closing price of our common stock on the NASDAQ Global Market on the date of grant.

John McKew, Ph.D., has served as our President since August 2021. Dr. McKew served as our Chief Scientific and Chief Operating Officer from March 2020 until August 2021 and served as the Chief Scientific Officer of Private Lumos from 2016 through the Merger in March 2020. From 2014 until 2016, Dr. McKew was V.P. of research for aTyr Pharma where he led research aimed at understanding and harnessing the therapeutic potential of tRNA synthetases. From 2010 until 2014, Dr. McKew worked for the NIH, during which time he served as a branch chief at the National Human Genome Research Institute Home (the “NHGRI”) from 2010 until 2013, and as the acting Scientific Director of the Division of Preclinical Innovation at the National Center for Advancing Translational Sciences (“NCATS”) from 2013 until 2014. His responsibilities included developing both the Therapeutics for Rare and Neglected Disease (“TRND”) and the Bridging Interventional Development Gaps (“BrIDGs”) programs. The department he led also included NCATS’s high throughput screening center and its Tox21 in vitro toxicology initiative. Before joining the NIH, Dr. McKew held a director level position at Wyeth Research in Cambridge, Massachusetts. Dr. McKew is also currently an Adjunct Associate Professor at the Boston University School of Medicine. Dr. McKew received a B.S. degree in chemistry and biochemistry from State University of New York at Stony Brook, a Ph.D. in organic chemistry from the University of California, Davis, and held post-doctoral research positions at the University of Geneva and Firmenich, SA.


(1)						This column reflects the aggregate grant date fair value of RSUs granted during the year indicated in accordance with FASB ASC Topic 718. The assumptions we used in valuing RSUs are described under the caption "Share-Based Compensation" in note 2 to our financial statements included in our Annual Report on Form 10-K filed March 7, 2024.
(2)						This column reflects the aggregate grant date fair value of options granted during the year indicated in accordance with FASB ASC Topic 718. The assumptions we used in valuing options are described under the caption “Share-Based Compensation” in note 2 to our financial statements included in our Annual Report on Form 10-K filed on March 7, 2024.
(3)						The amounts shown in this column represent the cash bonuses earned by the named executive officers with respect to the fiscal year under our performance-based cash bonus program. Amounts earned with respect to the fiscal year are generally paid in the first quarter following the close of the fiscal year.
(4)						Unless otherwise indicated, amounts in this column represent our contributions under our 401(k) plan.
(5)						Includes $917 in life insurance premiums.
(6)						Includes $632 in life insurance premiums.
(7)						Includes $2,748 in life insurance premiums.
(8)						Includes $2,196 in life insurance premiums.
(9)						Includes $1,749 in life insurance premiums.
(10)						Includes $1,416 in life insurance premiums.


Metric			Weight
Clinical: •100% enrollment of randomized patients in OraGrowtH210 by end of Q2 and deliver top-line six month data by year end (15%) •OraGrowtH210 Trial six month AHV analysis from up to 24 subjects by year end (15%) •Bioavailability trial initiated by year end (10%)			40%
CMC: •Drug products shipped and available at clinical site by Q4 2023 for relative bioavailability and other studies (10%) •Complete tech-transfer of drug substance manufacturing process and stability study initiation of 10 kg and 25 kg scale by state of Q4 2023 (5%) •Completion of analytical, quality and manufacturing process related factors for Phase 3 drug product manufacture readiness by end of Q2 2023 (5%)			20%
Finance: •Secure financing through a combination of strategic transaction, regional license deal(s), financial sources and/or operational improvements to extend cash runway by an additional 6 to 12 months with Board approval			30%
R&D and Business Development: •Successful negotiation of the license agreement and go/no-go decision by Board by the end of the year and generate scale up and pharmacology data necessary for final decision on option deal			10%

For 2023, the Compensation Committee continued to take a two-tiered approach at determining the amount of earned bonus for each executive based on the current company conditions as well as actual performance. First, the Compensation Committee looked at the performance of each executive against each of the stated performance goals. Secondly, in light of current events and biotech industry conditions as a whole, the Compensation Committee determined it to be in the best interests of the company and its stockholders to use the bonus earning as a retention device in efforts to retain key personnel. Additionally, the Compensation Committee, at its discretion, determined that Dr. McKew should receive a supplemental bonus because he provided contributions to the Company that are expected to increase stockholder value. Dr. McKew's contributions include extensive leadership during the analysis and reporting of our top line data analysis for our OraGrowtH210 and OraGrowtH212 Trials, as well as considerable contributions and guidance throughout the process of acquiring patent protection for a novel formulation of LUM-201 to extend exclusivity to 2042.

Section 162(m) of the Internal Revenue Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to the chief executive officer and certain other highly compensated executive officers in any taxable year. While our Compensation Committee considers tax deductibility as one of the factors in determining executive compensation, the Compensation Committee believes that we should retain the flexibility to provide compensation to our named executive officers that is not fully tax deductible when it believes that such payments are appropriate to attract and retain executive talent or meet other business objectives. Our Compensation Committee intends to continue to compensate our named executive officers in a manner consistent with the best interests of our Company and our stockholders even if any portion of such compensation is non-deductible.


	Option Awards							Stock Awards
	Number of Shares Underlying Unexercised Options(1)
Name	(#) Exercisable	(#) Unexercisable (2)		Grant Date	Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(3)	Market Value of Shares or Units of Stock That Have Not Vested ($)(4)
Richard J. Hawkins	19,624	—		6/27/2019	$	1.84	6/26/2029	—	—
	50,824	11,250		4/1/2020	$	7.87	3/31/2030	—	—
	72,926	—		4/1/2020	$	7.87	3/31/2030	—	—
				4/1/2020				6,250	19,875
	20,169	8,306		2/1/2021	$	17.35	1/31/2031	—	—
				2/1/2021				1,165	3,705
	16,225	19,175		2/1/2022	$	10.02	1/31/2032	—	—
				2/1/2022				3,375	10,733
	3,687	14,013		2/1/2023	$	3.52	1/31/2033
		5,900	(5)	2/1/2023	$	3.52	1/31/2025
		5,900	(6)	2/1/2023	$	3.52	1/31/2025
		5,900	(7)	2/1/2023	$	3.52	1/31/2025
				2/1/2023				4,500	14,310
John C. McKew	66,697	—		7/11/2016	$	4.82	7/10/2026	—	—
	14,993	—		7/11/2016	$	4.82	7/10/2026	—	—
	9,583	—		1/18/2018	$	2.45	1/17/2028	—	—
	56	—		8/29/2018	$	2.45	8/28/2028	—	—
	6,485	—		8/29/2018	$	2.45	8/28/2028	—	—
	58,329	5,417		4/1/2020	$	7.87	3/31/2030	—	—
	1,254	—		4/1/2020	$	7.87	3/31/2030	—	—
				4/1/2020				3,250	10,335
	7,083	2,917		2/1/2021	$	17.35	1/31/2031	—	—
	9,332	3,843		2/1/2021	$	17.35	1/31/2031	—	—
	5,000	—	(8)	2/1/2021	$	17.35	1/31/2031	—	—
	5,000	—	(9)	2/1/2021	$	17.35	1/31/2031	—	—
				2/1/2021				539	1,714
				8/1/2021				10,000	31,800
	6,416	7,584		2/1/2022	$	10.02	1/31/2032	—	—
				2/1/2022				1,125	3,578
	1,666	6,334		2/1/2023	$	3.52	1/31/2033
		2,667	(5)	2/1/2023	$	3.52	1/31/2025
		2,667	(6)	2/1/2023	$	3.52	1/31/2025
		2,666	(7)	2/1/2023	$	3.52	1/31/2025
				2/1/2023				2,000	6,360


Lori Lawley
		2,776	—		8/1/2018	$	28.53	7/31/2028	—	—
		2,257	—		3/1/2019	$	16.20	2/28/2029	—	—
		520	—		3/1/2019	$	16.20	2/28/2029	—	—
		463	—		3/1/2019	$	16.20	2/28/2029	—	—
		694	—		3/1/2019	$	16.20	2/28/2029	—	—
		1,282	—	(10)	7/31/2019	$	15.93	7/30/2026	—	—
		22,916	2,084		4/1/2020	$	7.87	3/31/2030	—	—
					4/1/2020				1,125	3,578
		7,526	3,099		2/1/2021	$	17.35	1/31/2031	—	—
					2/1/2021				435	1,383
		12,395	8,855		8/1/2021	$	7.60	7/31/2031	—	—
					8/1/2021				1,875	5,963
		5,500	6,500		2/1/2022	$	10.02	1/31/2032	—	—
					2/1/2022				750	2,385
		1,250	4,750		2/1/2023	$	3.52	1/31/2033
			2,000	(5)	2/1/2023	$	3.52	1/31/2025
			2,000	(6)	2/1/2023	$	3.52	1/31/2025
			2,000	(7)	2/1/2023	$	3.52	1/31/2025
					2/1/2023				1,000	3,180
(1)	Unless otherwise indicated, these options have a 10-year term and vest in substantially equal monthly installments over a four-year period, subject to the recipient's continued employment with us through such vesting dates.
(2)	This column shows options that were unvested as of December 31, 2023.
(3)	Unless otherwise indicated, these RSUs vest annually over a four-year period, with 25% vesting on each of the first, second, third and fourth anniversaries of grant date, subject to the recipient's continued employment with us through such vesting dates.
(4)	Calculated by multiplying the number of RSUs by $3.18, the closing market price of our common stock on December 31, 2023.
(5)	These options will vest upon an increase of closing share price of the Company’s common stock on the Nasdaq Stock Market by at least 50% above exercise price of the stock options, when measured over 30 consecutive calendar days (must occur within two years of the Date of Grant or such shares will be forfeited).
(6)	These options will vest upon an increase of closing share price of the Company’s common stock on the Nasdaq Stock Market by at least 100% above exercise price of the stock options, when measured over 30 consecutive calendar days (must occur within two years of the Date of Grant or such shares will be forfeited).
(7)	These options will vest upon an increase of closing share price of the Company’s common stock on the Nasdaq Stock Market by at least 150% above exercise price of the stock options, when measured over 30 consecutive calendar days (must occur within two years of the Date of Grant or such shares will be forfeited).
(8)	These options vested following enrollment reaching 50% of total patients enrolled for the LUM-201 trial as defined by the Board.
(9)	These options vested following completion of the LUM-201 trial as defined by the Board.
(10)	These options were granted in connection with the forfeiture of previously held options under the stock option exchange program described in more detail and approved by stockholders at our 2019 Annual Meeting.

her continuing obligations under his or her confidentiality and inventions assignment agreement with us, such named executive officer is entitled to the following: (i) payment of the Accrued Obligations; (ii) depending on the named executive officer and as described in the tables below, the equivalent of 12 or months of such named executive officer’s base salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions; (iii) for certain of the named executive officers and as described in the tables below, a bonus payout equal to the most recent annual bonus paid to the named executive officer or a portion thereof; (iv) depending on the named executive officer and as described in the tables below, payment of such named executive officer’s COBRA premiums for 12 or 6 months to be paid in order for such named executive officer to maintain medical insurance coverage that is substantially equivalent to that which such named executive officer received immediately prior to the termination payment of premiums for his or her group health insurance and (v) 12 months accelerated vesting of such named executive officer’s equity compensation awards (so such executive becomes vested in the portion of such awards that would have become vested if executive remained employed for 365 days after the termination date) and depending on the named executive officer and as described in the tables below, extension of the window to exercise such options for up to 12 months. In the event that such named executive officer breaches his or her confidentiality, non-compete or non-solicitation obligations under his or her confidentiality and inventions assignment agreement with us, the payments described above, except for the Accrued Obligations, shall cease, and we shall have no further obligations to such named executive officer with respect thereto. Our obligation to pay such named executive officer’s COBRA premiums ceases upon such named executive officer’s eligibility for comparable coverage provided by a new employer.

Under the terms of the employment agreements with the named executive officers in effect as of December 31, 2021, if we (or any surviving or acquiring corporation) terminate a named executive officer’s employment without cause or a named executive officer resigns with good reason within one month prior to or 13 months following the effective date of a change in control (either constituting a “Change of Control Termination”), and in each case such named executive officer signs a general release and written acknowledgment of his or her continuing obligations under his or her confidentiality and inventions assignment agreement with us, such named executive officer is entitled to the following: (i) payment of the Accrued Obligations; (ii) depending on the named executive officer and as described in the tables below, the equivalent of 24, 18 or 12 months of such named executive officer’s base salary as in effect immediately prior to the termination date, payable on the same basis and at the same time as previously paid and subject to employment tax withholdings and deductions; (iii) depending on the named executive officer and as described in the tables below, a bonus payout equal to two, one and one-half or one times the most recent annual cash bonus paid to the named executive officer; (iv) depending on the named executive officer as described in the tables below, payment of such named executive officer’s COBRA premiums for 24, 18 or 12 months to be paid in order for such named executive officer to maintain medical insurance coverage that is substantially equivalent to that which such named executive officer received immediately prior to the termination payment of premiums for his or her group health insurance; and (v) we will vest 100% of the shares subject to such named executive officer’s equity compensation awards and such vesting shall occur upon the occurrence of the change of control in the case of a Change of Control Termination occurring prior to the change in control or upon termination in the case of a Change of Control Termination occurring after the change of control. If a named executive officer breaches his or her confidentiality, non-compete or non-solicitation obligations under his or her confidentiality and inventions assignment agreement with us, the payments described above, except for the Accrued Obligations, shall cease, and we shall have no further obligations to such named executive officer with respect thereto. Our obligation to pay such named executive officer’s COBRA premiums ceases upon such named executive officer’s eligibility for comparable coverage provided by a new employer.

The following tables reflect the estimated potential payments that would be payable to each named executive officer, upon a termination or change in control of us under the terms of his or her employment agreement in effect as of December 31, 2022. The amounts shown below reflect only the additional payments or benefits that each named executive officer would have received upon the occurrence of the respective triggering events listed below, but they do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would have vested, absent the triggering event. For purposes of calculating the potential payments set forth in the tables below, we have assumed that (i) the date of termination was December 31, 2023 and (ii) the stock price was $3.18, which was the per share closing price of our common stock on the NASDAQ Global Market on December 31, 2023.


(1)			Amount represents 12 months of his base salary in effect as of January 1, 2023 and an amount equal to his most recent annual bonus.
(2)			Amount represents 24 months of his base salary in effect as of January 1, 2023 and an amount equal to two times his most recent annual bonus.
(3)			Amount represents the value of unvested RSUs as of December 31, 2023, using the closing price per share of our common stock on December 31, 2023. As per the terms of Mr. Hawkins' employment agreement, the unvested RSUs would accelerate and immediately vest under either a termination without just cause or resignation with good reason or a termination without just cause or resignation with good reason in connection with a change of control.
(4)			Amount represents the value of in-the-money unvested stock options as of December 31, 2023, using the intrinsic value of the options calculated using the spread between the exercise price of each option and the closing price per share of our common stock on December 31, 2023. The number of shares underlying such stock options and the exercise price thereof are reflected in the Outstanding Equity Awards section of this proxy statement.
(5)			Amount represents accrued vacation.
(6)			Amount represents 12 months of COBRA premiums.
(7)			Amount represents 24 months of COBRA premiums.


(1)			Amount represents 12 months of his base salary in effect as of January 1, 2023.
(2)			Amount represents 18 months of his base salary in effect as of January 1, 2023 and an amount equal to one and one half times his most recent annual bonus.
(3)			Amount represents the value of unvested RSUs as of December 31, 2023, using the closing price per share of our common stock on December 31, 2023. As per the terms of Dr. McKews' employment agreement, the unvested RSUs would accelerate and immediately vest under either a termination without just cause or resignation with good reason or a termination without just cause or resignation with good reason in connection with a change of control.
(4)			Amount represents the value of in-the-money unvested stock options as of December 31, 2023, using the intrinsic value of the options calculated using the spread between the exercise price of each option and the closing price per share of our common stock on December 31, 2023. The number of shares underlying such stock options and the exercise price thereof are reflected in the Outstanding Equity Awards section of this proxy statement.
(5)			Amount represents accrued vacation.
(6)			Amount represents 12 months of COBRA premiums.
(7)			Amount represents 18 months of COBRA premiums.


(1)			Amount represents 12 months of her base salary in effect as of January 1, 2023.
(2)			Amount represents 12 months of her base salary in effect as of January 1, 2023 and an amount equal to her most recent annual bonus.
(3)			Amount represents the value of unvested RSUs as of December 31, 2023, using the closing price per share of our common stock on December 31, 2023. As per the terms of Ms. Lawley's employment agreement, the unvested RSUs would accelerate and immediately vest under either a termination without just cause or resignation with good reason or a termination without just cause or resignation with good reason in connection with a change of control.
(4)			Amount represents the value of in-the-money unvested stock options as of December 31, 2023, using the intrinsic value of the options calculated using the spread between the exercise price of each option and the closing price per share of our common stock on December 31, 2023. The number of shares underlying such stock options and the exercise price thereof are reflected in the Outstanding Equity Awards section of this proxy statement.
(5)			Amount represents accrued vacation.
(6)			Amount represents 12 months of COBRA premiums.


PEO
Prior FYE	12/31/22
Current FYE	12/31/23
Fiscal Year	2023
SCT Total	$	952,869
Minus Change in Pension Value and Above Market Non-Qualified Deferred Compensation	$	—
Minus Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year	$	(98,517)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$	66,018
Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years	$	(19,117)
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$	9,423
Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$	(13,685)
Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	—
Plus Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$	—
Compensation Actually Paid	$	896,991


NEOs
Prior FYE	12/31/22
Current FYE	12/31/23
Fiscal Year	2023
SCT Total	$	737,283
Minus Change in Pension Value and Above Market Non-Qualified Deferred Compensation	$	—
Minus Grant Date Fair Value of Options Awards and Stock Awards Granted in Fiscal Year	$	(37,978)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$	25,220
Plus Change in Fair Value of Outstanding and Unvested Options Awards and Stock Awards Granted in Prior Fiscal Years	$	(11,439)
Plus Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$	3,726
Plus Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$	(6,483)
Minus Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	—
Plus Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$	—
Compensation Actually Paid	$	710,330

Our Bylaws require us to indemnify our directors to the fullest extent not prohibited by law and permit us to indemnify our officers, employees and other agents as set forth under Delaware law. We will indemnify any such person in connection with a proceeding initiated by such person only if such indemnification is expressly required by law, the proceeding was authorized by our Board, the indemnification is provided by us, in our sole discretion, pursuant to the Delaware General Corporation Law or other applicable law or is otherwise expressly required by our Bylaws. Section 145 of the Delaware General Corporation Law permits indemnification of officers, directors and other agents under specified circumstances and subject to specified limitations. Delaware law also permits a corporation not to hold its directors personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for:

We have entered into indemnity agreements with each of our directors that require us to indemnify such persons against any and all expenses, including attorneys’ fees, witness fees, judgments, fines, settlements and other amounts incurred, including expenses of a derivative action, in connection with any action, suit or proceeding or alternative dispute resolution mechanism, inquiry hearing or investigation, whether threatened, pending or completed, to which any such person may be made a party by reason of the fact that such person is or was one of our directors, officers or employees, provided that such person’s conduct did not constitute a breach of his or her duty of loyalty to us or our stockholders, and was not an act or omission not in good faith or which involved intentional misconduct or a knowing violation of laws. The indemnity agreements also set forth procedures that will apply in the event of a claim for indemnification thereunder. We believe that these provisions and agreements are necessary to attract and retain qualified persons as our directors.

Stockholders who wish to submit a proposal for our 2025 Annual Meeting of Stockholders must submit any such proposal by December 13, 2024, to Corporate Secretary, Lumos Pharma, Inc., 4200 Marathon Boulevard #200, Austin, TX 78756. If you wish to submit a director nomination or a proposal at next year’s annual meeting that is not to be included in next year’s proxy materials, you must do so by no later than the close of business on March 2, 2025, nor earlier than the close of business on January 31, 2025, and you must comply with the requirements of Section 5(b) in our Bylaws, including submitting written notice to our Corporate Secretary as set forth above. Also, if you intend to solicit proxies in support of director nominees other than the Company’s nominees, then we must receive notice providing the information required by Rule 14a-19 of the Exchange Act postmarked no later than April 1, 2025, and you must comply with the applicable requirements in our Bylaws.

The Company has not yet selected the date of the annual meeting of stockholders for next year but currently plans to hold the meeting in May 2025. If the date of the 2025 annual meeting is advanced or delayed more than 30 days before or after the anniversary of the date of this Annual Meeting, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day prior to such 2025 annual meeting and not later than the close of business on the later of the 90th day prior to such 2025 annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director, a representation that the nominating stockholder is a beneficial or record holder of our common stock and such other information as is required under Section 5(b) of our Bylaws. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

This year, a number of brokers with account holders who are Lumos stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or Lumos. Direct your written request to Corporate Secretary, Lumos Pharma, Inc., 4200 Marathon Boulevard #200, Austin, TX 78756 or contact our Corporate Secretary at (512) 215-2630. We undertake to promptly deliver, upon written or oral request, a separate copy of our Notice of Internet Availability of Proxy Materials to stockholders at a shared address to which a single copy of such documents was delivered. Stockholders who currently receive multiple copies of Notice of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.


			Page

Notice of Annual Meeting of Stockholders
Questions and Answers About These Proxy Materials and Voting			1
Proposal 1 - Election of Directors			7
Information Regarding the Board of Directors and Corporate Governance			11
Proposal 2 - Advisory Vote on Compensation of Our Named Executive Officers			16
Proposal 3 - Advisory Vote on Frequency of the Advisory Vote on Compensation			17
Proposal 4 - Ratification of Selection of KPMG LLP as Our Independent Registered Public Accounting Firm			18
Security Ownership of Certain Beneficial Owners and Management			20
Certain Relationships and Related Transactions, and Director Independence			39
Other Matters			40
Signatures			42


Board Diversity Matrix (As of March 31, 2024)
Board Size:
Total Number of Directors	7
Gender	Male	Female
Number of directors based on gender identity	5	2
Number of directors who identify in any of the categories below:
White	5	2
LGBTQ+	1	—


	Year Ended December 31,
	2023	2022
Audit Fees (1)	$480,000	$475,000
Audit-related Fees	0	0
Tax Fees (2)	$100,000	$122,000
All Other Fees	0	0
Total Fees	$580,000	$597,000


Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
Equity compensation plans approved by security holders	1,399,025	$	8.91	753,596	(1)(2)
Equity compensation plans not approved by security holders	—	$	—	—
Total	1,399,025			753,596


Name	Cash Compensation (1)	Option Awards ($) (2)(3)(4)	Total ($)
Chad A. Johnson	$55,500	$8,829	$64,329
Thomas A. Raffin, M.D.	$78,000	$8,829	$86,829
An van Es-Johansson	$44,000	$8,829	$52,829
Lota S. Zoth	$60,500	$8,829	$69,329
Kevin Lalande	$45,500	$8,829	$54,329
Joseph S. McCracken	$47,500	$8,829	$56,329


Name	Audit	Compensation	Nominating and Corporate Governance
An van Es-Johansson, M.D.			X
Chad A. Johnson	X		Chair
Kevin Lalande		X
Joseph McCracken	X
Thomas A. Raffin, M.D.		Chair	X
Lota S. Zoth	Chair	X


Director Compensation		2023
Annual retainer fee payable to all non-employee directors	$	40,000
Additional annual retainer fee payable to the Lead Independent Director of our Board	$	22,000
Additional annual retainer fee payable to our Audit Committee Chair	$	15,000
Additional annual retainer fee payable to other Audit Committee members	$	7,500
Additional annual retainer fee payable to our Compensation Committee Chair	$	12,000
Additional annual retainer fee payable to other Compensation Committee members	$	5,500
Additional annual retainer fee payable to our Nominating and Corporate Governance Committee Chair	$	8,000
Additional annual retainer fee payable to other Nominating and Corporate Governance Committee members	$	4,000


Name	Age	Position(s)
Richard J. Hawkins	75	Chief Executive Officer and Chair
Lori D. Lawley	40	Chief Financial Officer
John McKew, Ph.D.	59	President and Chief Scientific Officer
Bradley J. Powers	45	General Counsel


Name and Principal Position	Year	Salary($)	Stock Awards ($)(1)	Option Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)		Total ($)
Richard J. Hawkins	2023	582,624	15,840	82,677	224,311	47,417	(5)	952,869
Chief Executive Officer	2022	582,185	45,090	252,060	350,656	42,882	(6)	1,272,873
John C. McKew	2023	535,500	7,040	37,369	287,425	37,457	(7)	904,791
President and Chief Scientific Officer	2022	535,096	15,030	99,685	374,969	33,398	(8)	1,058,178
Lori Lawley	2023	391,000	3,520	28,026	109,480	37,749	(9)	569,775
Chief Financial Officer	2022	389,923	10,020	85,444	170,476	36,166	(10)	692,029


Executive	2023 Target Bonus		2023 Earned Bonus			Supplemental Bonus(4)	Total Bonus Payout
	%(1)	$	%(2)	%(3)	$
Richard J. Hawkins	55	$320,443	70	38.5	$224,311	$0	$224,311
John C. McKew	50	$267,750	70	35.0	$187,425	$100,000	$287,425
Lori Lawley	40	$156,400	70	28.0	$109,480	$0	$109,480


Executive	Time-vesting Stock Options (#)	Performance-based Stock Options (#)	RSUs (#)
Richard J. Hawkins	17,700	17,700	4,500
John C. McKew	8,000	8,000	2,000
Lori Lawley	6,000	6,000	1,000


Richard J. Hawkins	Termination For Just Cause or Resignation Without Good Reason			Termination Without Just Cause or Resignation With Good Reason			Termination Without Just Cause or Resignation With Good Reason (in connection with a Change in Control)
Cash Payments
Cash Severance	—			$	806,935	(1)	$	1,613,870	(2)
Long-Term Incentives
RSUs and Stock Options (Unvested and Accelerated)	—			48,622		(3)(4)	48,622		(3)(4)
Benefits and Perquisites
Accrued Obligations	100,839		(5)	100,839		(5)	100,839		(5)
Benefits Continuation	—			20,306		(6)	40,613		(7)
Total Payments Upon Termination	$	100,839		$	976,702		$	1,803,944


					Value of Initial Fixed $100 Investment Based On:
Fiscal Year	Summary Compensation Table for PEO(1)	Compensation Actually Paid to PEO(2)(3)	Average Summary Compensation Table Totals for non-PEO NEOs(1)	Average Compensation Actually Paid to non-PEO NEOs(2)(3)	Total Shareholder Return	Net Income (thousands)
(a)	(b)	(c)	(d)	(e)	(f)	(g)
2023	$952,869	$896,991	$737,283	$710,330	$8.91	$(34,034)
2022	$1,272,873	$964,542	$875,104	$714,372	$10.11	$(31,062)
2021	$1,353,439	$(2,577,575)	$1,106,922	$(353,414)	$19.41	$(30,430)


(1)			The PEO for 2023, 2022 and 2021 is Richard J. Hawkins. The Non-PEO NEOs for whom the average compensation is presented in this table for 2023, 2022 and 2021 are John McKew and Lori Lawley.
(2)			The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below.
(3)			Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718.