XML 11 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 1 Months Ended 11 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 15, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table    
PAY VERSUS PERFORMANCE
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our named executive officers (“NEOs”), including our current and former principal executive officer (“PEOs”) and certain financial performance of the Company. As we are a “smaller reporting company,” as defined under Item 10(f)(1) of Regulation S-K, we are providing information relating only to fiscal years 2024, 2023 and 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
(a)
 
 
Summary
Compensation
Table Total
for First
PEO(1)
($)
(b)
 
 
Summary
Compensation
Table Total
for Second
PEO(1)
($)
(c)
 
 
Compensation
Actually Paid
to First PEO(2)
($)
(d)
 
 
Compensation
Actually Paid
to Second PEO(2)
($)
(e)
 
 
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(3)
($)
(f)
 
 
Average
Compensation
Actually Paid
to Non-PEO
NEOs(4)
($)
(h)
 
 
Value of Initial Fixed
$100 Investment
Based On:
 
 
Net Income
(thousands)(6)
($)
(h)
 
Total Shareholder
Return(5)
($)
(f)
 
2024
 
 
—
 
 
1,495,376
 
 
—
 
 
(3,237,463)
 
 
1,606,237
 
 
72,810
 
 
8.27
 
 
(342,994)
2023
 
 
—
 
 
2,647,476
 
 
—
 
 
(7,936,183)
 
 
3,210,333
 
 
1,129,554
 
 
25.06
 
 
(234,632)
2022
 
 
12,119,604
 
 
18,686,189
 
 
(7,436,043)
 
 
18,503,089
 
 
3,999,156
 
 
(278,006)
 
 
44.83
 
 
(183,118)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The dollar amounts reported in columns (b) are the amounts of total compensation reported for (i) with respect to 2024 and 2023, Lynn Seely, M.D. (our Chief Executive Officer for both entire years); (ii) with respect to 2022, Elizabeth Homans (our Chief Executive Officer until December 15, 2022) as our “First PEO” and Dr. Seely (our Chief Executive Officer commencing December 15, 2022) as our “Second PEO” in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”
(2)
The dollar amounts reported in columns (c) represent the amount of “compensation actually paid” to (i) with respect to 2024 and 2023, Dr. Seely and (ii) with respect to 2022, Ms. Homans and Dr. Seely, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Homans and Dr. Seely during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Homans’ and Dr. Seely’s total compensation for each year to determine the compensation actually paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported
Summary Compensation
Table Total for First PEO
($)
 
 
Reported
Value of Equity
Awards for
First PEO(a)
($)
 
 
Equity
Award Adjustments for
First PEO(b)
($)
 
 
Compensation Actually
Paid to First PEO
($)
2024
 
 
—
 
 
—
 
 
—
 
 
—
2023
 
 
—
 
 
—
 
 
—
 
 
—
2022
 
 
12,119,604
 
 
10,130,622
 
 
(9,425,025)
 
 
(7,436,043)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported
Summary Compensation
Table Total for Second
PEO
($)
 
 
Reported
Value of Equity
Awards for
Second PEO(a)
($)
 
 
Equity
Award Adjustments for
Second PEO(b)
($)
 
 
Compensation Actually
Paid to Second PEO
($)
2024
 
 
1,495,376
 
 
474,000
 
 
(4,258,839)
 
 
(3,237,463)
2023
 
 
2,647,476
 
 
1,685,250
 
 
(8,898,409)
 
 
(7,936,183)
2022
 
 
18,686,189
 
 
18,640,500
 
 
18,457,400
 
 
18,503,089
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards for
First PEO
($)
 
 
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
for First PEO
($)
 
 
Fair Value as
of Vesting
Date of Equity
Awards Granted and
Vested in the
Year for First
PEO
($)
 
 
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
for First PEO
($)
 
 
Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year for First PEO
($)
 
 
Total Equity
Award
Adjustments
for First PEO
($)
2024
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
2023
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
2022
 
 
1,968,553
 
 
(9,371,423)
 
 
1,472,587
 
 
(3,494,742)
 
 
—
 
 
(9,425,025)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards for
Second PEO
($)
 
 
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
for Second PEO
($)
 
 
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year for
Second PEO
($)
 
 
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
for Second PEO
($)
 
 
Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year for Second
PEO
($)
 
 
Total Equity
Award
Adjustments
for Second
PEO
($)
2024
 
 
585,540
 
 
(4,464,450)
 
 
—
 
 
(379,929)
 
 
—
 
 
(4,258,839)
2023
 
 
—
 
 
(7,001,445)
 
 
—
 
 
(1,896,964)
 
 
—
 
 
(8,898,409)
2022
 
 
19,133,906
 
 
(503,729)
 
 
—
 
 
(172,776)
 
 
—
 
 
18,457,400
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our current and former PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our current and former PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Stephen Hill and Matthew Lang, J.D.; (ii) for 2023, Charles Newton, Stephen Hill, Matthew Lang, J.D., Gary Lee, Ph.D. and Tina Albertson, M.D., Ph.D.; (iii) for 2022, Charles Newton, Stephen Hill, Gary Lee, Ph.D. and Rahsaan W. Thompson.
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our current and former PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our current and former PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our current and former PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2)(b):
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Reported Summary
Compensation Table
Total for Non-PEO NEOs
($)
 
 
Average
Reported
Value of Equity
wards
($)
 
 
Average Equity
Award Adjustments(a)
($)
 
 
Average Compensation
Actually Paid to Non-
PEO NEOs
($)
2024
 
 
1,606,237
 
 
666,450
 
 
(866,977)
 
 
72,810
2023
 
 
3,210,333
 
 
2,410,690
 
 
329,911
 
 
1,129,554
2022
 
 
3,999,156
 
 
3,105,152
 
 
(1,172,011)
 
 
(278,006)
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Year End Fair
Value of Equity
Awards
($)
 
 
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
($)
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Total Average
Equity Award
Adjustments
($)
2024
 
 
281,657
 
 
(1,076,339)
 
 
87,042
 
 
(159,337)
 
 
—
 
 
(866,977)
2023
 
 
1,043,424
 
 
(536,147)
 
 
172,101
 
 
(106,207 )
 
 
(243,260)
 
 
329,911
2022
 
 
1,470,548
 
 
(2,108,564)
 
 
303,056
 
 
(837,051)
 
 
—
 
 
(1,172,011)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5)
For the relevant fiscal year, represents the cumulative total stockholder return of our common stock at the end of such fiscal year. In each case, assume an initial investment of $100 on December 31, 2021.
(6)
The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. Due to the fact that the Company is not a commercial-stage company, the Company did not have any revenue during the periods presented, other than revenue primarily associated with an upfront payment under the Company’s license and collaboration agreement with GlaxoSmithKline (GSK). Consequently, the Company did not use net income (loss) as a performance measure in its executive compensation program.
   
Named Executive Officers, Footnote    
(1)
The dollar amounts reported in columns (b) are the amounts of total compensation reported for (i) with respect to 2024 and 2023, Lynn Seely, M.D. (our Chief Executive Officer for both entire years); (ii) with respect to 2022, Elizabeth Homans (our Chief Executive Officer until December 15, 2022) as our “First PEO” and Dr. Seely (our Chief Executive Officer commencing December 15, 2022) as our “Second PEO” in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.”
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our current and former PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our current and former PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Stephen Hill and Matthew Lang, J.D.; (ii) for 2023, Charles Newton, Stephen Hill, Matthew Lang, J.D., Gary Lee, Ph.D. and Tina Albertson, M.D., Ph.D.; (iii) for 2022, Charles Newton, Stephen Hill, Gary Lee, Ph.D. and Rahsaan W. Thompson.
   
Adjustment To PEO Compensation, Footnote    
(2)
The dollar amounts reported in columns (c) represent the amount of “compensation actually paid” to (i) with respect to 2024 and 2023, Dr. Seely and (ii) with respect to 2022, Ms. Homans and Dr. Seely, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Homans and Dr. Seely during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Homans’ and Dr. Seely’s total compensation for each year to determine the compensation actually paid:
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported
Summary Compensation
Table Total for First PEO
($)
 
 
Reported
Value of Equity
Awards for
First PEO(a)
($)
 
 
Equity
Award Adjustments for
First PEO(b)
($)
 
 
Compensation Actually
Paid to First PEO
($)
2024
 
 
—
 
 
—
 
 
—
 
 
—
2023
 
 
—
 
 
—
 
 
—
 
 
—
2022
 
 
12,119,604
 
 
10,130,622
 
 
(9,425,025)
 
 
(7,436,043)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Reported
Summary Compensation
Table Total for Second
PEO
($)
 
 
Reported
Value of Equity
Awards for
Second PEO(a)
($)
 
 
Equity
Award Adjustments for
Second PEO(b)
($)
 
 
Compensation Actually
Paid to Second PEO
($)
2024
 
 
1,495,376
 
 
474,000
 
 
(4,258,839)
 
 
(3,237,463)
2023
 
 
2,647,476
 
 
1,685,250
 
 
(8,898,409)
 
 
(7,936,183)
2022
 
 
18,686,189
 
 
18,640,500
 
 
18,457,400
 
 
18,503,089
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards for
First PEO
($)
 
 
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
for First PEO
($)
 
 
Fair Value as
of Vesting
Date of Equity
Awards Granted and
Vested in the
Year for First
PEO
($)
 
 
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
for First PEO
($)
 
 
Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year for First PEO
($)
 
 
Total Equity
Award
Adjustments
for First PEO
($)
2024
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
2023
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
2022
 
 
1,968,553
 
 
(9,371,423)
 
 
1,472,587
 
 
(3,494,742)
 
 
—
 
 
(9,425,025)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards for
Second PEO
($)
 
 
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
for Second PEO
($)
 
 
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year for
Second PEO
($)
 
 
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
for Second PEO
($)
 
 
Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year for Second
PEO
($)
 
 
Total Equity
Award
Adjustments
for Second
PEO
($)
2024
 
 
585,540
 
 
(4,464,450)
 
 
—
 
 
(379,929)
 
 
—
 
 
(4,258,839)
2023
 
 
—
 
 
(7,001,445)
 
 
—
 
 
(1,896,964)
 
 
—
 
 
(8,898,409)
2022
 
 
19,133,906
 
 
(503,729)
 
 
—
 
 
(172,776)
 
 
—
 
 
18,457,400
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Non-PEO NEO Average Total Compensation Amount     $ 1,606,237 $ 3,210,333 $ 3,999,156
Non-PEO NEO Average Compensation Actually Paid Amount     $ 72,810 1,129,554 (278,006)
Adjustment to Non-PEO NEO Compensation Footnote    
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our current and former PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our current and former PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our current and former PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2)(b):
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Reported Summary
Compensation Table
Total for Non-PEO NEOs
($)
 
 
Average
Reported
Value of Equity
wards
($)
 
 
Average Equity
Award Adjustments(a)
($)
 
 
Average Compensation
Actually Paid to Non-
PEO NEOs
($)
2024
 
 
1,606,237
 
 
666,450
 
 
(866,977)
 
 
72,810
2023
 
 
3,210,333
 
 
2,410,690
 
 
329,911
 
 
1,129,554
2022
 
 
3,999,156
 
 
3,105,152
 
 
(1,172,011)
 
 
(278,006)
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Year End Fair
Value of Equity
Awards
($)
 
 
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
($)
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Total Average
Equity Award
Adjustments
($)
2024
 
 
281,657
 
 
(1,076,339)
 
 
87,042
 
 
(159,337)
 
 
—
 
 
(866,977)
2023
 
 
1,043,424
 
 
(536,147)
 
 
172,101
 
 
(106,207 )
 
 
(243,260)
 
 
329,911
2022
 
 
1,470,548
 
 
(2,108,564)
 
 
303,056
 
 
(837,051)
 
 
—
 
 
(1,172,011)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Compensation Actually Paid vs. Total Shareholder Return    
Compensation Actually Paid and Cumulative Company TSR
The chart below shows the relationship between the compensation actually paid to our current and former PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the years presented in the table, on the other.
   
Compensation Actually Paid vs. Net Income    
Compensation Actually Paid and Net Loss
Because the Company is a pre-commercial stage company, we had no revenue during the periods presented, other than revenue primarily associated with an upfront payment under the Company’s license and collaboration agreement with GlaxoSmithKline Intellectual Property (No. 5) Limited and Glaxo Group Limited (together, “GSK”). Consequently, we do not use net income (loss) as a performance measure in our executive compensation program. Moreover, as a pre-commercial stage company with only limited, nonrecurring revenue associated with license and collaboration agreements, we do not believe there is any meaningful relationship between our net income (loss) and compensation actually paid to our NEOs during the periods presented.
    
Total Shareholder Return Amount     $ 8.27 25.06 44.83
Net Income (Loss)     $ (342,994,000) $ (234,632,000) (183,118,000)
PEO Name Lynn Seely, M.D. Elizabeth Homans Lynn Seely, M.D. Lynn Seely, M.D.  
Equity Awards Adjustments, Footnote    
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards for
First PEO
($)
 
 
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
for First PEO
($)
 
 
Fair Value as
of Vesting
Date of Equity
Awards Granted and
Vested in the
Year for First
PEO
($)
 
 
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
for First PEO
($)
 
 
Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year for First PEO
($)
 
 
Total Equity
Award
Adjustments
for First PEO
($)
2024
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
2023
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—
2022
 
 
1,968,553
 
 
(9,371,423)
 
 
1,472,587
 
 
(3,494,742)
 
 
—
 
 
(9,425,025)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Year End
Fair Value of
Equity
Awards for
Second PEO
($)
 
 
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
for Second PEO
($)
 
 
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Year for
Second PEO
($)
 
 
Change in Fair
Value of Equity
Awards Granted in
Prior Years that
Vested in the Year
for Second PEO
($)
 
 
Fair Value at the
End of the Prior
Year of Equity
Awards that Failed
to Meet Vesting
Conditions in the
Year for Second
PEO
($)
 
 
Total Equity
Award
Adjustments
for Second
PEO
($)
2024
 
 
585,540
 
 
(4,464,450)
 
 
—
 
 
(379,929)
 
 
—
 
 
(4,258,839)
2023
 
 
—
 
 
(7,001,445)
 
 
—
 
 
(1,896,964)
 
 
—
 
 
(8,898,409)
2022
 
 
19,133,906
 
 
(503,729)
 
 
—
 
 
(172,776)
 
 
—
 
 
18,457,400
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Average
Year End Fair
Value of Equity
Awards
($)
 
 
Average
Change in
Fair Value of
Outstanding
and Unvested
Equity
Awards
($)
 
 
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
($)
 
 
Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
 
 
Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
($)
 
 
Total Average
Equity Award
Adjustments
($)
2024
 
 
281,657
 
 
(1,076,339)
 
 
87,042
 
 
(159,337)
 
 
—
 
 
(866,977)
2023
 
 
1,043,424
 
 
(536,147)
 
 
172,101
 
 
(106,207 )
 
 
(243,260)
 
 
329,911
2022
 
 
1,470,548
 
 
(2,108,564)
 
 
303,056
 
 
(837,051)
 
 
—
 
 
(1,172,011)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
Elizabeth Homans [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 0 $ 0 12,119,604
PEO Actually Paid Compensation Amount     0 0 (7,436,043)
Lynn Seely, M.D. [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     1,495,376 2,647,476 18,686,189
PEO Actually Paid Compensation Amount     (3,237,463) (7,936,183) 18,503,089
PEO | Elizabeth Homans [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 (10,130,622)
PEO | Elizabeth Homans [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 (9,425,025)
PEO | Elizabeth Homans [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 1,968,553
PEO | Elizabeth Homans [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 (9,371,423)
PEO | Elizabeth Homans [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 1,472,587
PEO | Elizabeth Homans [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 (3,494,742)
PEO | Elizabeth Homans [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 0
PEO | Lynn Seely, M.D. [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (474,000) (1,685,250) (18,640,500)
PEO | Lynn Seely, M.D. [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (4,258,839) (8,898,409) 18,457,400
PEO | Lynn Seely, M.D. [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     585,540 0 19,133,906
PEO | Lynn Seely, M.D. [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (4,464,450) (7,001,445) (503,729)
PEO | Lynn Seely, M.D. [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 0
PEO | Lynn Seely, M.D. [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (379,929) (1,896,964) (172,776)
PEO | Lynn Seely, M.D. [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (666,450) (2,410,690) (3,105,152)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (866,977) 329,911 (1,172,011)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     281,657 1,043,424 1,470,548
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (1,076,339) (536,147) (2,108,564)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     87,042 172,101 303,056
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     (159,337) (106,207) (837,051)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount     $ 0 $ (243,260) $ 0