Narrative to the summary compensation table
Employment Agreements/Arrangements
As of the year
ended December 31, 2022, we had executive offer letters in place with Jennifer Ernst, our Chief Executive Officer, and Veronica Cai, our Chief Financial Officer. A summary of the terms of Ms. Ernsts and Ms. Cais executive
offer letters is set forth below.
In addition, Blake Gurfein, our Chief Scientific Officer, is currently subject to a standard, at-will offer letter.
Currently, the annual compensation of each of our executive officers is determined by the Board.
The named executive officers are also entitled to participate in the Companys benefit plans, which benefits are generally available to all full-time employees.
Executive Offer Letter with Jennifer Ernst
On
July 31, 2021, we entered into an executive offer letter with Jennifer Ernst. Pursuant to her executive offer letter, effective July 31, 2021, Ms. Ernst is entitled to a base salary of $275 thousand and, commencing with the 2022
calendar year (payable in the first quarter of 2023), will be eligible to receive, at the sole discretion of the Board, an annual end-of-year incentive bonus in an
amount up to 40% of her base salary. The annual end-of-year incentive bonus, if earned, will be determined by the Board, in its sole discretion, and will be dependent
upon the achievement of certain Company milestones and profitability, and such other milestones as the Board deems appropriate.
Ms. Ernsts
employment is at will, meaning that either she or the Company are entitled to terminate Ms. Ernsts employment at any time and for any reason, with or without cause. In the event that her employment with the Company is
terminated for any reason before December 31 of any given year, she will not be entitled to receive an annual end-of-year bonus. In the event that
(i) Ms. Ernst elects to terminate her employment with the Company other than for good reason, (ii) the Company terminates her employment for cause, or (iii) her employment is terminated as a result of her death of complete
disability, then Ms. Ernst will not be entitled to receive any separation benefits. In the event that Ms. Ernst terminates her employment for good reason or the Company terminates her employment without cause, Ms. Ernst shall be
entitled to receive 1/12 of her base salary for a period of six months after termination.
Executive Offer Letter with Veronica Cai
On April, 1, 2022, in connection with her appointment as Chief Financial Officer, we entered into an executive offer letter with Veronica Cai. Pursuant to her
executive offer letter, Ms. Cai is entitled to receive a base salary of $325 thousand per annum (subject to review and adjustment in accordance with the Companys normal performance review practices), and she will be eligible to
receive, at the sole discretion of Board, an annual end- of-year incentive bonus in an amount up to 25% of her base salary. Additionally, in connection with her
appointment as Chief Financial Officer, on April 1, 2022, we granted Ms. Cai stock options to purchase 117,880 shares of Company Common Stock under our 2021 Equity Incentive Plan, which options (i) have an exercise price of $1.61 per
share, (ii) will expire 10 years from the date of grant, and (iii) shall vest as follows: (a) 25% on April 1, 2023, and (b) the balance will vest in 36 equal monthly installments thereafter, subject to limited exceptions.
Ms. Cais employment is at will, meaning that either she or the Company are entitled to terminate Ms. Cais employment at any
time and for any reason, with or without cause. In the event that her employment with the Company is terminated for any reason before December 31 of any given year, she will not be entitled to receive an annual end-of-year bonus. In the event that (i) Ms. Cai elects to terminate her employment with the Company other than for good reason, (ii) the Company terminates her employment for cause, or
(iii) her employment is terminated as a result of her death of complete disability, then Ms. Cai will not be entitled to receive any separation benefits. In the event that Ms. Cai terminates her employment for good reason or the
Company terminates her employment
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