Award Timing Disclosure

12 Months Ended

Dec. 31, 2024

Mar. 01, 2024

USD ($)

$ / shares

Award Timing Disclosures [Line Items]

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation

S-K

under the Exchange Act. The Company’s practice has been to grant annual LTI equity awards on a predetermined schedule. Generally, during the first quarter of the year, our human capital management and compensation committee reviews the value, amount and mix of equity compensation to be awarded (inclusive of RSUs, PSUs and stock options) to executive officers. Our human capital management and compensation committee then generally approves the grant of such equity awards on the first business day of the Company’s open trading window after the Company’s release of financial results for the prior year through the filing of a Current Report on Form

8-K

and accompanying earnings release and earnings call, which may occur before the filing of the Company’s Annual Report on Form

10-K

for the prior year. In the event there is a delay in reviewing the value, amount and mix of such awards, the approval of the grant of such awards by our human capital management and compensation committee will be deferred until the first business day of the Company’s open trading window after the Company’s release of quarterly financial results through the filing of a Current Report on Form

8-K

and accompanying earnings release and earnings call, which may occur before the filing of the Company’s Quarterly Report on Form

10-Q

for such quarter.

Our human capital management and compensation committee does not take material nonpublic information into account when determining the timing and terms of LTI equity awards. Instead, the timing of grants is generally in accordance with the yearly compensation cycle, with annual awards granted at the start of the new year to incentivize executive officers to deliver on the Company’s strategic objectives for the new year. Awards to newly-hired employees or awards made for other purposes, such as special retention or incentive awards, may be granted at other times in the discretion of our human capital management and compensation committee.

The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation, nor coordinated a grant and the release of information that could be expected to affect such grant’s value. The following table contains information required by Item 402(x)(2) of Regulation

S-K

under the Exchange Act about stock options granted to the Company’s NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form

10-K

for the year ended December 31, 2023 (“2023 Form

10-K”).

The Company did not grant any stock options to our CEO and CFO in 2024. The Company did not grant any stock options to our NEOs in the last completed fiscal year during the period from four business days before to one business day after the filing of any of the Company’s Quarterly Reports on Form

10-Q,

or the filing or furnishing of any Current Report on Form

8-K

that discloses material nonpublic information.


NAME	GRANT DATE		NUMBER OF SECURITIES UNDERLYING THE AWARD		EXERCISE PRICE OF THE AWARD ($/SH) (1)		GRANT DATE FAIR VALUE OF THE AWARD ($) (2)		PERCENTAGE CHANGE IN THE CLOSING MARKET PRICE OF THE SECURITIES UNDERLYING THE AWARD BETWEEN THE TRADING DAY ENDING IMMEDIATELY PRIOR TO THE DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION AND THE TRADING DAY BEGINNING IMMEDIATELY FOLLOWING THE DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION (3)
Ethan Brown		—		—		—		—		—
Lubi Kutua		—		—		—		—		—
Dariush Ajami, PhD		3/1/2024		131,803		9.77		774,791		(20.4	)%
Teri L. Witteman		3/1/2024		102,041		9.77		599,838		(20.4	)%
Jonathan Nelson		3/1/2024		102,041		9.77		599,838		(20.4	)%

(1)	The exercise price of the stock option awards is equal to the closing price of our Common Stock as quoted on the Nasdaq Global Select Market on the grant date.

(2)	The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted under the Existing Plan during 2024, as calculated in accordance with FASB ASC Topic 718.

(3)

Calculated using the closing price of our Common Stock on the Nasdaq Global Select Market on February 29, 2024 and March 4, 2024, of $10.69 and $8.51 per share, respectively, based on the filing of our 2023 Form

10-K

after market close on March 1, 2024. However, our 2023 Form

10-K

did not contain any material nonpublic information, as the material information about the most recently completed fiscal year was reported through our filing of a Current Report on Form

8-K

and accompanying earnings release and earnings call, on February 27, 2024.

Award Timing Method

Generally, during the first quarter of the year, our human capital management and compensation committee reviews the value, amount and mix of equity compensation to be awarded (inclusive of RSUs, PSUs and stock options) to executive officers. Our human capital management and compensation committee then generally approves the grant of such equity awards on the first business day of the Company’s open trading window after the Company’s release of financial results for the prior year through the filing of a Current Report on Form

8-K

and accompanying earnings release and earnings call, which may occur before the filing of the Company’s Annual Report on Form

10-K

8-K

and accompanying earnings release and earnings call, which may occur before the filing of the Company’s Quarterly Report on Form

10-Q

for such quarter.

Award Timing Predetermined

true

Award Timing MNPI Considered

false

Award Timing, How MNPI Considered

MNPI Disclosure Timed for Compensation Value

false

Awards Close in Time to MNPI Disclosures, Table


NAME	GRANT DATE		NUMBER OF SECURITIES UNDERLYING THE AWARD		EXERCISE PRICE OF THE AWARD ($/SH) (1)		GRANT DATE FAIR VALUE OF THE AWARD ($) (2)		PERCENTAGE CHANGE IN THE CLOSING MARKET PRICE OF THE SECURITIES UNDERLYING THE AWARD BETWEEN THE TRADING DAY ENDING IMMEDIATELY PRIOR TO THE DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION AND THE TRADING DAY BEGINNING IMMEDIATELY FOLLOWING THE DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION (3)
Ethan Brown		—		—		—		—		—
Lubi Kutua		—		—		—		—		—
Dariush Ajami, PhD		3/1/2024		131,803		9.77		774,791		(20.4	)%
Teri L. Witteman		3/1/2024		102,041		9.77		599,838		(20.4	)%
Jonathan Nelson		3/1/2024		102,041		9.77		599,838		(20.4	)%

(1)	The exercise price of the stock option awards is equal to the closing price of our Common Stock as quoted on the Nasdaq Global Select Market on the grant date.

(2)	The dollar amounts reported in this column represent the aggregate grant date fair value for financial statement reporting purposes of stock options granted under the Existing Plan during 2024, as calculated in accordance with FASB ASC Topic 718.

(3)

10-K

after market close on March 1, 2024. However, our 2023 Form

10-K

did not contain any material nonpublic information, as the material information about the most recently completed fiscal year was reported through our filing of a Current Report on Form

8-K

and accompanying earnings release and earnings call, on February 27, 2024.

Ethan Brown [Member]

Awards Close in Time to MNPI Disclosures

Name

Ethan Brown

Underlying Securities | shares

Exercise Price | $ / shares

$ 0

Fair Value as of Grant Date | $

$ 0

Underlying Security Market Price Change