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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

Filed by a party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Cerevel Therapeutics Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 


 

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April 28, 2023

Dear Stockholder:

At Cerevel, we are dedicated to unraveling the mysteries of the brain to treat neuroscience disease, and our targeted approach to treating neuroscience diseases focuses on three key factors: we combine a deep expertise in neurocircuitry, or “how the brain is wired,” with a focus on targeted receptor subtype selectivity, and then leverage our differentiated approach to pharmacology to develop potential new medications for the millions of people who need them. We are a team of dedicated and diverse leaders who are anchored in our core values of trust, courage, respect, curiosity and compassion. Our mission is to push boundaries, develop solutions and transform the lives of patients living with some of the most vexing neuroscience diseases, including schizophrenia, Alzheimer's disease psychosis, epilepsy, panic disorder and Parkinson’s disease.

For Cerevel, 2022 was a particularly productive and successful year as we remained steadfast and focused on our mission to transform what is possible in neuroscience diseases:

In December 2022, we announced positive results in an ambulatory blood pressure monitoring trial for emraclidine, our M4-selective positive allosteric modulator, that provided clear evidence that emraclidine does not induce an increase in blood pressure with chronic dosing in people living with schizophrenia. These results provided another example of Cerevel’s disciplined approach to drug development and validate the potential of emraclidine to be a transformative treatment for people living with schizophrenia. We are currently evaluating emraclidine in two adequately-powered placebo-controlled Phase 2 trials in schizophrenia, known as EMPOWER-1 and EMPOWER-2, as well as a corresponding open-label safety extension trial, known as EMPOWER-3. We also initiated a Phase 1 multiple ascending dose trial of emraclidine in healthy elderly volunteers in the fourth quarter of 2022 to support development in a second potential indication of Alzheimer's disease psychosis.
In August 2022, we completed a $599 million dual convertible debt and equity financing, which strengthened our balance sheet and extended our cash runway into 2025.
We began the year by announcing positive topline results for darigabat, our alpha-2/3/5-selective GABAA receptor positive allosteric modulator, in a Phase 1 clinical trial in healthy volunteers in acute anxiety. We have selected panic disorder as the second indication for development of darigabat and plan to initiate a Phase 2 proof-of-concept trial of darigabat in panic disorder. Darigabat is also being evaluated in the Phase 2 REALIZE proof-of-concept trial and corresponding open-label safety extension trial in focal epilepsy.
We continued to advance the rest of our broad and deep pipeline, with a registration-directed Phase 3 program for tavapadon, our D1/D5-selective dopamine partial agonist, which includes two trials as monotherapy in early-stage Parkinson’s, known as TEMPO-1 and TEMPO-2, one trial as adjunctive therapy in late-stage Parkinson’s, known as TEMPO-3, and an open-label extension trial, known as TEMPO-4; a Phase 2a exploratory trial of CVL-871, our D1/D5-selective dopamine partial agonist for the treatment of dementia-related apathy; and an early clinical and preclinical pipeline across multiple potential neuroscience indications, including CVL-354, our selective kappa opioid receptor antagonist for the treatment of major depressive disorder and substance use disorder, our selective PDE4 inhibitor (PDE4D-sparing) program for the treatment of psychiatric, neuroinflammatory and other disorders and our selective M4 agonist program for the treatment of psychiatric and neurological indications.

We also continued to make progress on our corporate citizenship goals, which focused on how we engage with our people, partners and patients. We increased Black representation in our employee ranks, targeted new spend commitments with suppliers who have a commitment to diversity, equity and inclusion, or DE&I, and implemented measurable DE&I elements throughout the clinical trial lifecycle, spanning study planning (selecting sites in diverse geographies), study conduct (quarterly reviews of demographic data, including changes or trends) and study closeout (post hoc review of demographic data to inform future study planning). Our commitment to corporate citizenship is supported by our 11-member board of directors, which includes three women and four racial minorities.

We invite you to hear more about our progress by joining the virtual 2023 Annual Meeting of Stockholders of Cerevel Therapeutics Holdings, Inc. on Wednesday, June 7, 2023, at 9:00 a.m. ET, which we refer to as the Annual Meeting. The Annual Meeting will take place via live webcast, providing stockholders with the ability to participate, vote their shares and ask questions. We are mailing the Notice of Internet Availability of Proxy Materials on or about April 28, 2023. Additional information about the Annual Meeting,

 


 

including instructions for accessing our proxy materials and voting, as well as information about the agenda for the Annual Meeting, are described in the accompanying Notice of Annual Meeting and proxy statement.

Your vote is very important. Whether or not you plan to join the virtual Annual Meeting, it is important that your shares be represented. To ensure that your vote is counted, please carefully review the accompanying Notice of Annual Meeting and proxy statement and cast your vote as soon as possible, even if you plan to attend the Annual Meeting. Only Cerevel stockholders of record as the close of business on April 10, 2023 will be entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

At Cerevel, we seek to become the premier neuroscience company, and your investment and continuing interest in our efforts are an essential part of achieving that aspiration. We hope that you will join us virtually on June 7, 2023.

 

Sincerely,

/s/ N. Anthony Coles

N. Anthony Coles, M.D.

Chairperson of the Board of Directors and Chief Executive Officer

 

 


 

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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

You are cordially invited to attend the 2023 annual meeting of stockholders, or the Annual Meeting, of Cerevel Therapeutics Holdings, Inc., or “we,” the “Company” or “Cerevel”.

 

 

Time

9:00 a.m., Eastern Time.

Date

Wednesday, June 7, 2023.

Place

Online at www.proxydocs.com/CERE

Purpose

To elect each of Marijn Dekkers, Deval Patrick, Norbert Riedel and Gabrielle Sulzberger as a Class III member of the Company’s board of directors, to serve until the Company’s 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified;

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement;

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and

To transact any other business that may properly come before the meeting or any adjournment thereof.

Record Date

The board of directors has fixed the close of business on April 10, 2023 as the record date for determining stockholders entitled to notice of and to vote at the meeting.

Meeting
Admission

All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/CERE and provide the control number located on the Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

Address of
Corporate

Headquarters

222 Jacobs Street, Suite 200, Cambridge, MA 02141.

Voting by
Proxy

If you are a stockholder of record, please vote via the internet or, for shares held in street name, please vote in accordance with the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the meeting. You may submit your voting instruction form by mail. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee.

 

By order of the board of directors,

/s/ Scott Akamine

Scott Akamine, J.D.

Chief Legal Officer and Corporate Secretary

Cambridge, Massachusetts

April 28, 2023

 


 

Important Notice Regarding the Availability of Proxy Materials for the Company’s 2023 Annual Meeting of Stockholders To Be Held on June 7, 2023: The Notice of 2023 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are each available at www.proxydocs.com/CERE.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission, except for the exhibits, will be furnished without charge to any stockholder upon written or oral request to Cerevel Therapeutics Holdings, Inc., 222 Jacobs Street, Suite 200, Cambridge, Massachusetts 02141, (844) 304-2048, Attention: Corporate Secretary. The accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are also available on the Securities and Exchange Commission’s website at www.sec.gov.

 


 

Table of Contents

 

Page

GENERAL INFORMATION

1

PROPOSAL 1: ELECTION OF FOUR CLASS III DIRECTORS

6

DIRECTORS

7

Information about Class III Director Nominees

8

Information about Other Directors Not Standing for Election at this Meeting

9

Director Nomination Rights

11

Board Diversity Matrix

11

EXECUTIVE OFFICERS

12

CORPORATE GOVERNANCE

14

Board Composition

14

Director Independence

14

Family Relationships

14

Board Meetings and Attendance

14

Committees of the Board of Directors

14

Compensation Committee Interlocks and Insider Participation

17

Identifying and Evaluating Director Nominees

17

Minimum Qualifications and Board Diversity

17

Non-Employee Director Meetings

18

Communication with the Board of Directors

18

Board Leadership Structure and Role in Risk Oversight

18

Code of Business Conduct and Ethics

19

EXECUTIVE COMPENSATION

20

COMPENSATION DISCUSSION AND ANALYSIS

20

Executive Summary

20

Governance Roles & Responsibilities

21

Executive Compensation Philosophy and Objectives

23

Use of Market Data

24

Compensation Elements

25

Compensation Pay Mix

25

Compensation and Performance Goal Setting Process

26

2022 Base Salary

26

2022 Performance-Based Incentive Plans

27

Employment Agreements and Post-Employment Compensation

31

Other Compensation Policies and Practices

31

Tax and Accounting Implications of Compensation

32

Compensation Committee Report

32

EXECUTIVE COMPENSATION TABLES

33

Summary Compensation Table

33

Grants of Plan-Based Awards

34

Outstanding Equity Awards at 2022 Fiscal Year-End

35

Option Exercises and Stock Vested in Fiscal Year 2022

36

Potential Payments upon Termination or Change in Control

36

Employment Arrangements with our NEOs

39

Indemnification Agreements

40

CEO Pay Ratio

40

Pay Versus Performance

41

Equity Compensation Plan Information

44

DIRECTOR COMPENSATION

46

Non-Employee Director Compensation Policy

46

 


 

Page

Non-Employee Director Compensation Table

46

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

48

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

50

DELINQUENT SECTION 16(A) REPORTS

54

AUDIT COMMITTEE REPORT

54

PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

55

 

 

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

56

STOCKHOLDER PROPOSALS

58

WHERE YOU CAN FIND MORE INFORMATION

58

ANNUAL REPORT

59

IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS

59

OTHER BUSINESS

59

 


 

CEREVEL THERAPEUTICS HOLDINGS, INC.

222 JACOBS STREET, SUITE 200

CAMBRIDGE, MASSACHUSETTS 02141

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 7, 2023

AT 9:00 AM ET

GENERAL INFORMATION

Cautionary note regarding forward-looking statements

Certain statements in this proxy statement may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement include, but are not limited to, statements about the potential attributes and benefits of our product candidates; the format and timing of our product development activities and clinical trials, including statements regarding the design of clinical trials and preclinical studies and the timing of initiation, completion and data readouts for clinical trials; the timing and outcome of regulatory interactions; and the sufficiency of our cash runway. The forward-looking statements contained in this proxy statement are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, or the Annual Report. Should one or more of such risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in our forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. We qualify all of our forward-looking statements herein by these cautionary statements.

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

We have elected to provide access to our proxy materials to our stockholders via the internet. Accordingly, on or about April 28, 2023, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report. The Notice of Internet Availability of Proxy Materials also instructs you on how to submit your proxy or voting instructions through the internet or to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone. For shares held in street name (i.e., held for your account by a broker or other nominee), you will receive a voting instruction form from your broker or nominee. The Annual Report is available at www.proxydocs.com/CERE.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or the SEC, we are providing access to our proxy materials over the internet rather than printing and mailing the proxy materials. We believe electronic delivery will expedite the receipt of materials, will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, a Notice of Internet Availability of Proxy Materials will be mailed to holders of record and beneficial owners of our common stock starting on or around April 28, 2023. The Notice of Internet Availability of Proxy Materials will provide instructions as to how stockholders may access and review the proxy materials, including the Notice of Annual Meeting, proxy statement, proxy card and Annual Report, on the website referred to in the Notice of Internet Availability of Proxy Materials or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to stockholders by mail. The Notice of Internet Availability of Proxy Materials will also provide voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail, or electronically by email, on an ongoing basis for future stockholder meetings. Please note that while our proxy materials are available at the website referenced in the Notice of Internet Availability of Proxy Materials, and our Notice of Annual Meeting, proxy

1


 

statement and Annual Report are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.

Why is the Annual Meeting virtual only?

Hosting our Annual Meeting via a virtual format makes it easy for our stockholders to participate from any location around the world. We think a virtual-only meeting is advisable to provide ease of access, real-time communication and cost savings for both our stockholders and the Company. Accordingly, this year’s Annual Meeting will be conducted virtually, via live webcast.

Who is soliciting my vote?

The board of directors of Cerevel Therapeutics Holdings, Inc. is soliciting your vote for the Annual Meeting.

When is the record date for the Annual Meeting?

The board of directors has fixed the record date for the Annual Meeting as of the close of business on April 10, 2023.

How many votes can be cast by all stockholders?

A total of 156,768,992 shares of common stock of the Company were outstanding on April 10, 2023 and entitled to be voted at the meeting. Each share of common stock is entitled to one vote on each matter.

Who can vote?

If your shares are registered directly in your name, you are a “stockholder of record” who may vote at the Annual Meeting. As the stockholder of record, you have the right to direct the voting of your shares by voting over the internet, by telephone, by returning your proxy or by voting online during the Annual Meeting.

If your shares are held in an account at a bank or at a brokerage firm or other nominee holder, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your bank, broker or other nominee who is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and to participate in the Annual Meeting. You will receive instructions from your bank, broker or other nominee explaining how you can vote your shares and whether they permit internet or telephone voting. Follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker or other nominee to request a proxy form. We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the Annual Meeting according to your instructions. If you want to vote in person virtually at the Annual Meeting, you must register in advance at www.proxydocs.com/CERE. You may be instructed to obtain a legal proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process.

How do I vote?

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

By Internet. If you received the Notice of Internet Availability of Proxy Materials or a printed copy of the proxy materials, follow the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card. Votes submitted by internet must be received by 11:59 p.m. Eastern Time on June 6, 2023.
By Telephone. If you received a printed copy of the proxy materials, follow the instructions on the proxy card. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time on June 6, 2023.
By Mail. If you received a printed copy of the proxy materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope. If you sign and return the enclosed proxy card but do not specify how you want your shares voted, they will be voted FOR each of the four Class III nominees for director named in this proxy statement, FOR the approval, on an advisory basis, of the compensation of our named executive officers and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, and will be voted according to the discretion of the proxy holder upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. If you are mailed or otherwise receive or obtain a proxy card or voting instruction form, and you choose to vote by internet or by telephone,

2


 

you do not have to return your proxy card or voting instruction form. Votes submitted by mail must be received by June 6, 2023.
By Internet at the Annual Meeting. You may also vote in person virtually by attending the meeting through www.proxydocs.com/CERE. To attend the Annual Meeting and vote your shares, you must register in advance at www.proxydocs.com/CERE and provide the control number located on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card.

If your shares of common stock are held in street name (i.e. held for your account by a broker or other nominee):

By Internet or By Telephone. You will receive instructions from your broker or other nominee if you are permitted to vote by internet or telephone.
By Mail. You will receive instructions from your broker or other nominee explaining how to vote your shares by mail.

How do I attend the Annual Meeting online?

We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online by registering at www.proxydocs.com/CERE. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/CERE and provide the control number located on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. The webcast will start at 9:00 a.m. Eastern Time on June 7, 2023.

What are the board of directors’ recommendations on how to vote my shares?

The board of directors recommends a vote:

Proposal 1: FOR election of the four Class III director nominees (page 6)

Proposal 2: FOR approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement (page 55)

Proposal 3: FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (page 56)

Who pays the cost for soliciting proxies?

The Company will pay the cost for the solicitation of proxies by the board of directors. The solicitation of proxies will be made primarily by mail and through internet access to materials. Proxies may also be solicited personally, by telephone, fax or email by employees of the Company without any remuneration to such individuals other than their regular compensation. The Company will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

What are broker non-votes?

Brokers or other nominee holders who hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, they are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of other matters that are considered “non-routine” matters without specific voting instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” If your broker holds your common stock in “street name,” your broker will vote your shares on “non-routine” proposals only if you provide instructions to your broker on how to vote. Only Proposal No. 3 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Proposals No. 1 (election of directors) and No. 2 (say-on-pay) are considered non-routine matters, and without your instruction, your broker cannot vote your shares for those proposals.

Can I change or revoke my proxy?

If you are a stockholder of record, you may revoke your proxy at any time before your proxy is voted at the Annual Meeting by notifying the Company’s Corporate Secretary in writing, by returning a signed proxy with a later date, or by transmitting a subsequent

3


 

vote over the internet or by telephone prior to the close of the internet voting facility or the telephone voting facility. You may also attend the virtual meeting and vote during the meeting, although attendance at the Annual Meeting will not, by itself, revoke a proxy.

If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

What constitutes a quorum?

The presence, by virtual attendance or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares held of record by stockholders or brokers, bankers or other nominees who do not return a signed and dated proxy or attend the Annual Meeting virtually will not be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum.

Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.

What vote is required to approve each item and how are votes counted?

Votes cast by proxy or online at the Annual Meeting will be counted by the persons appointed by the Company to act as tabulators for the meeting. The tabulators will count all votes FOR, AGAINST, abstentions and broker non-votes, as applicable, for each matter to be voted on at the Annual Meeting. Abstentions and broker non-votes are not counted as votes cast and, therefore, do not have the effect of votes in opposition to any of the proposals.

Proposal 1—Election of four Class III director nominees

Pursuant to our amended and restated by-laws, each director shall be elected by the vote of a majority of the votes properly cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided, however, that, if, as of a date that is 14 days in advance of the date that we file our definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the SEC, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes properly cast at any such meeting. A director nominee will be elected if the number of votes properly cast FOR the director nominee exceeds the number of votes properly cast AGAINST the director nominee. Stockholders are not permitted to cumulate votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the outcome of this vote.

Proposal 2—Advisory vote on the compensation of our named executive officers as disclosed in this proxy statement

Advisory approval of the compensation of our named executive officers will be obtained if the number of votes cast FOR the proposal exceeds the number of votes cast AGAINST the proposal. Abstentions and broker non-votes will have no effect on the outcome of this vote. Although this vote is advisory and not binding on us, our board of directors and the compensation committee of our board of directors will consider the results of the stockholder vote when making future decisions regarding executive compensation.

Proposal 3—Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm

The appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023 will be ratified if the number of votes cast FOR the proposal exceeds the number of votes cast AGAINST the proposal. Abstentions are considered to be votes not cast on this proposal and thus will have no effect on the outcome. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm, thus broker non-votes are not expected to result from the vote on Proposal 3. To the extent there are any broker non-votes, they will have no effect on the outcome of this vote.

Could other matters be decided at the Annual Meeting?

We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

4


 

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

What if I have technical difficulties or trouble accessing the Annual Meeting?

If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. Technical support will be available starting at 8:45 a.m. Eastern Time on June 7, 2023 and will remain available until the Annual Meeting has ended.

Who should I call if I have any additional questions?

If you hold your shares directly, please call the Corporate Secretary of the Company at (844) 304-2048. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

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PROPOSAL 1: ELECTION OF FOUR CLASS III DIRECTORS

Our board of directors is divided into three classes, with one class of our directors standing for election each year. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Marijn Dekkers, Deval Patrick, Norbert Riedel and Gabrielle Sulzberger are the directors whose terms will expire at this Annual Meeting and each of them has been nominated for and has agreed to stand for re-election to the board of directors to serve as a Class III director of the Company until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The term for our Class I directors will expire at our 2024 annual meeting of stockholders and the term of our Class II directors will expire at our 2025 annual meeting of stockholders.

It is intended that, unless you give contrary instructions, shares represented by proxies solicited by the board of directors will be voted for the election of the director nominees listed below. We have no reason to believe that the director nominees will be unavailable for election at the Annual Meeting. In the event that a director nominee is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the board of directors, or the board of directors may reduce the number of directors to be elected at the Annual Meeting. Pursuant to our bylaws, the board of directors has fixed the number of directors at 11 as of the date of this proxy statement. Except as otherwise provided in the Registration and Shareholder Rights Agreement (as defined herein), vacancies on the board of directors are filled solely and exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum, and not by the stockholders. Your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement.

Information relating to each director nominee and each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material is shown below.

Voting Requirement to Approve Proposal

For Proposal 1, a director nominee will be elected if the number of votes properly cast FOR the director nominee exceeds the number of votes properly cast AGAINST the director nominee. Abstentions and broker non-votes will have no effect on the outcome of this vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

FOR

EACH DIRECTOR NOMINEE FOR CLASS III DIRECTOR:

MARIJN DEKKERS, DEVAL PATRICK, NORBERT RIEDEL AND GABRIELLE SULZBERGER

(PROPOSAL 1 ON YOUR PROXY CARD)

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DIRECTORS

The following table sets forth information concerning our directors as of March 31, 2023. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the board of directors would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_2.jpg 

N. Anthony Coles, M.D.

Chairperson and Class I Director; Age 62

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_3.jpg 

Suneet Varma, M.B.A.

Class I Director; Age 54

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_4.jpg 

Christopher Gordon, M.B.A.

Class I Director; Age 50

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_5.jpg 

Deborah Baron, M.B.A.

Class II Director; Age 54

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_6.jpg 

Doug Giordano, M.B.A.

Class II Director; Age 60

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_7.jpg 

Adam Koppel, M.D., Ph.D.

Class II Director; Age 53

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_8.jpg 

Ruth McKernan, Ph.D., CBE, FMedSci

Class II Director; Age 65

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_9.jpg 

Marijn Dekkers, Ph.D.

Class III Director; Age 65

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_10.jpg 

Deval Patrick, J.D.

Class III Director; Age 66

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_11.jpg 

Norbert Riedel, Ph.D.

Class III Director; Age 65

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_12.jpg 

Gabrielle Sulzberger, J.D., M.B.A.

Class III Director; Age 62

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Information about Class III Director Nominees

Marijn Dekkers, Ph.D. has served as a member of our board of directors since September 2018. Since May 2017, Dr. Dekkers has served as a founder and the chairperson of Novalis LifeSciences LLC, an investment and advisory firm for the life science industry. From October 2010 to April 2016, Dr. Dekkers served as chief executive officer of Bayer AG in Leverkusen, Germany, and from 2002 to 2009, he was chief executive officer of Thermo Fisher Scientific. Dr. Dekkers currently serves on the boards of directors of the Foundation for the National Institutes of Health, Georgetown University, Quantum-Si Incorporated (Nasdaq: QSI) and Ginkgo Bioworks Holdings, Inc. (NYSE: DNA) and previously served on the board of directors of Unilever PLC (NYSE: UL), General Electric Company (NYSE: GE), Biogen Inc. (Nasdaq: BIIB) and Quanterix Corporation (Nasdaq: QTRX). Dr. Dekkers received his Ph.D. and M.S. in chemical engineering from the University of Eindhoven and his bachelor’s degree in chemistry from the Radboud University, both in the Netherlands. We believe Dr. Dekkers is qualified to serve on our board of directors because of his extensive executive experience in our industry.

Deval Patrick, J.D. has served as a member of our board of directors since January 2021. Mr. Patrick is a professor of practice and the co-director of the Center for Public Leadership at Harvard Kennedy School. He served as co-chair of American Bridge 21st Century Foundation and BridgeTogether, a political action committee and 501(c)(3) that supports progressive politics and grassroots groups to drive turnout and engagement among disenfranchised and marginalized votes, from May 2020 to December 2022. From April 2015 to December 2019, Mr. Patrick served as a managing director of Bain Capital, where he founded and led a growth equity fund focused on delivering competitive financial returns and positive social impact. Previously, from January 2007 to January 2015, Mr. Patrick served as the governor of Massachusetts. Prior to his tenure in government, from 2000 to 2004, Mr. Patrick served as the executive vice president and general counsel at The Coca-Cola Company. Previously, from 1998 to 1999, he served as vice president and general counsel at Texaco Inc., until its acquisition by Chevron Corporation. Mr. Patrick also previously served as a partner in two Boston law firms and, from 1994 to 1997, as the Assistant Attorney General of the United States for Civil Rights in the Department of Justice. Mr. Patrick serves on the boards of directors of American Well Corporation (NYSE: AMWL), Twilio Inc. (NYSE: TWLO) and Toast, Inc. (NYSE: TOST), and previously served as a member of the boards of directors of Global Blood Therapeutics, Inc. (Nasdaq: GBT), Environmental Impact Acquisition Corp (now GreenLight Biosciences Holdings, PBC) (Nasdaq: GRNA), UAL (United Airlines) (Nasdaq: USD) and Reebok (NYSE: RBK). Mr. Patrick is a Rockefeller Fellow, a Crown Fellow of the Aspen Institute, and the author of two books, A Reason to Believe: Lessons from an Improbable Life and Faith in the Dream: A Call to the Nation to Reclaim American Values. Mr. Patrick received a B.A. from Harvard College and a J.D. from Harvard Law School. We believe Mr. Patrick is qualified to serve on our board of directors because of his extensive public and private sector leadership experience and business management.

Norbert G. Riedel, Ph.D. has served as a member of our board of directors since December 2018. Dr. Riedel currently serves as the executive chairman and a member of the board of directors of Aptinyx Inc. (Nasdaq: APTX), a biopharmaceutical company, where he also previously served as chief executive officer from September 2015 to December 2021, and as president from September 2015 to December 2020. Dr. Riedel also previously served as chief executive officer and president of Naurex Inc., the predecessor to Aptinyx, from January 2014 to August 2015. From 2001 to January 2013, he served as corporate vice president and chief scientific officer of Baxter International Inc., a diversified healthcare company, where from 1998 to 2001, he also served as president and general manager of the recombinant therapeutic proteins business unit and vice president of research and development of the bioscience business unit. From 1996 to 1998, Dr. Riedel served as head of worldwide biotechnology and worldwide core research functions at Hoechst-Marion Roussel (now Sanofi), a global pharmaceutical company. Dr. Riedel served on the board of directors of Ariad Pharmaceuticals, Inc., an oncology company then listed on Nasdaq, from May 2011 until the company was acquired in February 2017. Dr. Riedel also serves on the boards of directors of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), Eton Pharmaceuticals, Inc. (Nasdaq: ETON) and the Illinois Biotechnology Innovation Organization and is also a member of the Austrian Academy of Sciences. Dr. Riedel is an Adjunct Professor at Boston University School of Medicine and an Adjunct Professor of Medicine at Northwestern University’s Feinberg School of Medicine. Dr. Riedel previously served as an associate professor of medicine at Boston University School of Medicine and a visiting associate professor at the Massachusetts Institute of Technology. Dr. Riedel holds a diploma in biochemistry and a Ph.D. in biochemistry from the University of Frankfurt. We believe Dr. Riedel is qualified to serve on our board of directors because of his significant scientific, drug discovery and development and commercial expertise with over 20 years of experience in the biotechnology and pharmaceutical industries.

Gabrielle Sulzberger, J.D., M.B.A. has served as a member of our board of directors since June 2019. Ms. Sulzberger currently serves as chairperson of the ESG practice at Teneo, a public relations and advisory company, and is also a senior advisor at Two Sigma and Centerbridge Partners. From September 2007 to August 2020, Ms. Sulzberger was a general partner of Fontis Partners, a private equity fund based in Pasadena, California, and has served as chief financial officer of several public and private companies. Until August of 2017, Ms. Sulzberger served as chairperson of the board of directors of Whole Foods Market, Inc. Ms. Sulzberger currently serves on the boards of directors of Mastercard Incorporated (NYSE: MA), Eli Lilly and Company (NYSE: LLY), Warby Parker Inc. (NYSE: WRBY), True Food Kitchen and Acorns Advisers, LLC, and previously served on the boards of directors of Brixmor Property Group Inc. (NYSE: BRX), Teva Pharmaceutical Industries Limited (NYSE: TEVA), Bright Horizons Family Solutions Inc. (NYSE: BFAM), IndyMac Bank and Stage Stores Inc. Ms. Sulzberger is a Trustee of the Ford Foundation, and also

8


 

serves on the boards of the Metropolitan Museum of Art, Sesame Street Workshop, TimesUp and Trinity Church Wall Street. She is a Henry Crown Fellow of the Aspen Institute. Ms. Sulzberger received her B.A. from the Woodrow Wilson School of Princeton University. She received her M.B.A. from Harvard Business School and J.D. from Harvard Law School and is a member of the Massachusetts Bar. We believe Ms. Sulzberger is qualified to serve on our board of directors because of her finance and accounting background, her experience as a private equity investor as well as her experience as a director of a range of businesses and industries.

Information about Other Directors Not Standing for Election at this Meeting

Class I Directors with Terms Expiring at the 2024 Annual Meeting

N. Anthony Coles, M.D. has been our Chief Executive Officer since September 2019 and has served as the chairperson of our board of directors since December 2018. From October 2014 to September 2019, Dr. Coles co-founded and served as the chairperson and chief executive officer of Yumanity Therapeutics, Inc. (Nasdaq: YMTX). He continued as chairperson of Yumanity until its reverse merger in December 2022. From October 2013 to October 2014, Dr. Coles served as the chairperson and chief executive officer of TRATE Enterprises, LLC, a privately-held company. Previously, Dr. Coles served as president, chief executive officer and chairperson of the board directors of Onyx Pharmaceuticals, Inc., from 2012 until its sale to Amgen in 2013, having served as its president, chief executive officer and a member of its board of directors from 2008 until 2012. Prior to joining Onyx Pharmaceuticals, Inc., Dr. Coles was president, chief executive officer and a member of the board of directors of NPS Pharmaceuticals, Inc. Before joining NPS Pharmaceuticals, Inc. in 2005, Dr. Coles was senior vice president of commercial operations at Vertex Pharmaceuticals Incorporated, and earlier, held several executive positions at Bristol-Myers Squibb Company and positions of increasing responsibility at Merck & Co., Inc. In addition to having previously served as a director of Onyx, NPS and Yumanity, Dr. Coles was formerly a director of CRISPR Therapeutics AG (Nasdaq: CRSP), Laboratory Corporation of America Holdings (NYSE: LH), Campus Crest Communities, Inc. and McKesson Corporation (NYSE: MCK). He also previously served as a member of the Harvard Medical School Board of Fellows. Dr. Coles currently serves on the board of directors of Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN), and is also a member of the board of trustees for Johns Hopkins University. He is also a member of the Council for the Smithsonian’s National Museum of African American History and Culture in Washington, D.C., a member of the board of trustees of The Metropolitan Museum of Art in New York, and a member of the board of directors of the Council on Foreign Relations. In 2021, Dr. Coles was elected to the American Academy of Arts & Sciences. Dr. Coles earned a B.A. at Johns Hopkins University, a medical degree from Duke University, and a master’s degree in public health from Harvard University. He completed his cardiology and internal medicine training at Massachusetts General Hospital and was a research fellow at Harvard Medical School. We believe Dr. Coles is qualified to serve on our board of directors because of his extensive executive experience in our industry and his service as our Chief Executive Officer.

Christopher Gordon, M.B.A. has served as a member of our board of directors since September 2018. Mr. Gordon is a partner at Bain Capital. He joined the firm in 1997 and has significant experience in private equity investing, with a specialized focus in the healthcare sector. He is Co-Head of Bain Capital’s North America Private Equity business and Global Head of the Healthcare Vertical. Prior to joining Bain Capital, he was a consultant at Bain & Company. Mr. Gordon has been actively involved in and served on the boards of directors of a wide spectrum of prominent healthcare companies in which Bain Capital has made investments and currently serves on the board of Aveanna Healthcare Holdings Inc. (Nasdaq: AVAH), InnovaCare Health, Kestra Medical Technologies, Inc. and U.S. Renal Care, Inc. Mr. Gordon previously served on the boards of Grupo Notre Dame Intermedica, HCA Healthcare Inc. (Nasdaq: HCA), Quintiles Transnational Holdings Inc., Acadia Healthcare Company, Inc. (Nasdaq: ACHC), Air Medical, Beacon Health Options, Physio Control Inc., QuVa Pharma, Waystar Inc., Surgery Partners, Inc. (Nasdaq: SGRY) and Stada. He is also a founding director of the Healthcare Private Equity Association. Mr. Gordon volunteers his time and support to a variety of charitable organizations and currently serves on the board of directors of Tenacity, Boston Medical Center Health Plan and Dana Farber Cancer Institute Board of Trustees. Mr. Gordon received a bachelor’s degree in economics from Harvard College, graduating magna cum laude, and an M.B.A. from Harvard Business School, where he was a Baker Scholar. We believe Mr. Gordon is qualified to serve on our board of directors because of his experience as a director and public equity and growth private equity investor in pharmaceutical companies.

Suneet Varma, M.B.A. has served as a member of our board of directors since June 2022. Mr. Varma is currently Global and U.S. President, Oncology, at Pfizer, which has an industry-leading portfolio of 24 approved innovative cancer medicines and biosimilars across more than 30 indications. From 2020 to 2022, he served as Global President, Rare Diseases, at Pfizer, where he led one of Pfizer’s fastest growing, high science units, which included a diverse portfolio in multiple therapeutic areas including cardiology, hematology, endocrinology-metabolic, renal and neurology. From 2018 to 2020, Mr. Varma was Global President, Hospital Business Unit, one of Pfizer’s largest units which impacted the lives of over 200 million patients annually. Prior to that, Mr. Varma held positions of increasing responsibility at Pfizer, including Global President within Pfizer’s Essential Health group leading the Global Brands and Anti-Infectives portfolios, President and General Manager of Pfizer Consumer Healthcare and Regional President North America, Regional President Asia-Pacific and President of Consumer Healthcare in Canada. Mr. Varma currently sits on the Board of Trustees of Drew University and Kent Place School. Over his career, he has also sat on the Board of the Ad Council

9


 

and several industry associations. Mr. Varma received his M.B.A. from the Harvard Business School and a B.S. in Engineering from Tufts University. We believe Mr. Varma is qualified to serve on our board of directors because of his extensive executive experience in our industry.

Class II Directors with Terms Expiring at the 2025 Annual Meeting

Deborah Baron, M.B.A. has served as a member of our board of directors since January 2021. Ms. Baron is currently senior vice president of Pfizer Inc.’s Worldwide Business Development Group, advancing to this role after joining Pfizer in 2002. In this role, Ms. Baron leads all Pfizer business development activities, covering a wide range of transaction types including venture investments, research/development/commercial collaborations, license agreements, mergers and acquisitions and divestitures. Prior to this role, Ms. Baron held positions of increasing responsibility at Pfizer, including leading business development activities in Pfizer’s Primary Care and Emerging Markets businesses. Before joining Pfizer in 2002, Ms. Baron was an associate principal at McKinsey & Co, a management consulting firm, and was previously a manufacturing engineer at The Stanley Works, now Stanley Black & Decker, Inc., a manufacturer of industrial tools and household hardware and provider of security products. Ms. Baron received her B.S. in Mechanical Engineering from the Massachusetts Institute of Technology and an M.B.A. from the Sloan School of Management at the Massachusetts Institute of Technology. We believe Ms. Baron is qualified to serve on our board of directors because of her extensive executive experience in our industry.

Doug Giordano, M.B.A. has served as a member of our board of directors since September 2018. Mr. Giordano is currently a managing director at Perceptive Advisors. Prior to joining Perceptive Advisors, Mr. Giordano served as a senior vice president in Pfizer Inc.’s Worldwide Business Development Group from 2010 until April 2021. From March 2007 through February 2010, Mr. Giordano was Vice President of Pfizer Worldwide Business Development, responsible for Corporate Development and Corporate Transactions. Prior to that, Mr. Giordano held positions of increasing responsibility within Pfizer’s U.S. Pharmaceuticals commercial organization. Before his U.S. pharmaceuticals operating role, Mr. Giordano worked in a mergers and acquisitions role within Pfizer’s Medical Technology Group. Prior to his role with the Medical Technology Group, Mr. Giordano held positions within Pfizer’s U.S. Pharmaceutical Group in finance and global manufacturing. Prior to joining Pfizer, Mr. Giordano was a consultant at Booz, Allen & Hamilton. Mr. Giordano currently serves on the board of directors of Panacea Acquisition Corp. II (Nasdaq: PANA) and previously served on the boards of directors of ICU Medical, Inc. (Nasdaq: ICUI) (from April 2017 to March 2019) and ViiV Healthcare Limited (from 2012 to 2019). Mr. Giordano earned a bachelor’s degree in biomedical engineering from Duke University and an M.B.A. from Cornell University’s Johnson School of Business. We believe Mr. Giordano is qualified to serve on our board of directors because of his industry experience as an investor and business development executive.

Adam Koppel, M.D., Ph.D. has served as a member of our board of directors since September 2018. Dr. Koppel is partner of Bain Capital Life Sciences. He initially joined Bain Capital Public Equity in 2003, where he was a leader within the healthcare sector until 2014. From 2014 to 2016, Dr. Koppel was executive vice president of corporate development and chief strategy officer at Biogen Inc. Prior to joining Bain Capital Public Equity in 2003, Dr. Koppel was an associate principal at McKinsey & Co in New Jersey where he served a variety of healthcare companies. Dr. Koppel currently serves as a member of the boards of directors of Solid Biosciences, Inc. (Nasdaq: SLDB), Aptinyx Inc. (Nasdaq: APTX) and Foghorn Therapeutics, Inc. (Nasdaq: FHTX), and previously served on the boards of directors of BCLS Acquisition Corp. (a special purpose acquisition company that was delisted from Nasdaq in November 2022), Dicerna Pharmaceuticals, Inc. (a former Nasdaq-listed company acquired by Novo Nordisk A/S) and Trevena, Inc. (Nasdaq: TRVN). Dr. Koppel graduated magna cum laude from Harvard University with a bachelor’s and master’s degrees in history and science. He received an M.D. and Ph.D. in neuroscience from the University of Pennsylvania School of Medicine and an M.B.A. from The Wharton School at the University of Pennsylvania, where he was a Palmer Scholar. We believe Dr. Koppel is qualified to serve on our board of directors because of his background as an executive officer, director and public equity and growth private equity investor in pharmaceutical companies, as well as his scientific and medical background.

Ruth McKernan, Ph.D., CBE, FMedSci has served as a member of our board of directors since December 2020. Dr. McKernan has served as a venture partner at SV Health Investors, LLP, a global investment firm focused on the healthcare industry, since 2018. Previously, from 2015 to 2018, Dr. McKernan served as chief executive officer of Innovate UK, a non-departmental public body funded by a grant-in-aid from the UK government. From 2005 to 2015, Dr. McKernan held various roles of increasing responsibility at Pfizer Inc., a global pharmaceutical company, most recently as chief scientific officer. Prior to joining Pfizer, she served in multiple senior positions over 18 years at Merck & Co., a publicly traded pharmaceutical company. Dr. McKernan currently serves as chair of the board of directors of AstronauTx Ltd. and Cumulus Neuroscience Ltd. She also serves as a trustee of Alzheimer’s Research UK and is a member of Cancer Research UK. Dr. McKernan earned her B.S. in Pharmacology and Biochemistry from King’s College London, where she also obtained her Ph.D. in Neuroscience from the Institute of Psychiatry, Psychology and Neuroscience. Dr. McKernan was conferred with Honorary D.Sc. degrees from the University of Bradford, Brunel University London and Coventry University. We believe Dr. McKernan is qualified to serve on our board of directors because of her scientific and industry experience in our field.

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Director Nomination Rights

Pursuant to the terms of the Registration and Shareholder Rights Agreement (as defined herein), so long as BC Perception Holdings, LP and Pfizer Inc. own certain specified amounts of our equity securities, BC Perception Holdings, LP and Pfizer Inc. have certain rights to nominate directors to serve on our board of directors.

Of the current members of our board of directors, Deborah Baron and Suneet Varma were nominated to serve on our board of directors by Pfizer Inc., Christopher Gordon, Adam Koppel, Ruth McKernan and Gabrielle Sulzberger were nominated to serve on our board of directors by BC Perception Holdings, LP, and Marijn Dekkers and Norbert Riedel were nominated to serve on our board of directors as unaffiliated directors by BC Perception Holdings, LP, with the prior written consent of Pfizer Inc.

For additional details regarding the Registration and Shareholder Rights Agreement, see “Certain Relationships and Related Person Transactions—Amended and Restated Registration and Shareholder Rights Agreement.”

Board Diversity Matrix

The following table summarizes certain self-identified personal characteristics of our directors (including our director nominees) as of April 28, 2023. Each of the categories listed in the table below has the definition provided in Nasdaq Rule 5605(f).

 

Total Number of Directors

 

 

 

 

 

11

 

 

 

 

 

 

 

 

Female

 

 

Male

 

 

Non-Binary

 

 

Did Not
Disclose
Gender

 

Part I: Gender Identity

 

 

 

 

 

 

 

 

 

 

 

 

Directors

 

 

3

 

 

 

8

 

 

 

 

 

 

 

Part II: Demographic Background

 

 

 

 

 

 

 

 

 

 

 

 

African American or Black

 

 

1

 

 

 

2

 

 

 

 

 

 

 

Alaskan Native or Native American

 

 

 

 

 

 

 

 

 

 

 

 

Asian

 

 

 

 

 

1

 

 

 

 

 

 

 

Hispanic or Latinx

 

 

 

 

 

 

 

 

 

 

 

 

Native Hawaiian or Pacific Islander

 

 

 

 

 

 

 

 

 

 

 

 

White

 

 

2

 

 

 

5

 

 

 

 

 

 

 

Two or More Races or Ethnicities

 

 

 

 

 

 

 

 

 

 

 

 

 

LGBTQ+

 

Did Not Disclose Demographic Background

 

 

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EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of March 31, 2023:

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N. Anthony Coles, M.D.(1)

Chairperson of the Board of Directors and Chief Executive Officer; Age 62

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Scott Akamine, J.D.

Chief Legal Officer and Corporate Secretary; Age 39

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Mark Bodenrader

Interim Chief Financial Officer, Senior Vice President, Finance and Chief Accounting Officer; Age 50

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Kenneth DiPietro

Chief Human Resources Officer; Age 64

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John Renger, Ph.D.

Chief Scientific Officer; Age 54

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Raymond Sanchez, M.D.

Chief Medical Officer; Age 62

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Kathleen Tregoning, M.A.

Chief Corporate Affairs Officer; Age 52

(1)
Dr. Coles is also a member of our board of directors, and his biographical information appears under “Directors—Class I Directors with Terms Expiring at the 2024 Annual Meeting.

Scott Akamine, J.D. has served as our Chief Legal Officer and Corporate Secretary since May 2021. Previously, from August 2019 to May 2020, Mr. Akamine served as general counsel and corporate secretary of AEON Biopharma, Inc., a privately-held biopharmaceutical company, overseeing legal and certain administrative functions including business development, corporate governance, intellectual property and compliance. Prior to AEON, Mr. Akamine was the associate general counsel and interim general counsel at CoreLogic, Inc. from April 2018 to August 2019, and general counsel and corporate secretary at Incipio, LLC from June 2015 to March 2018. He also held legal roles of escalating responsibility at Allergan, Inc. until the company was acquired by Actavis plc. Mr. Akamine began his legal career as a corporate attorney at Latham & Watkins. Mr. Akamine earned his B.A. from Chapman University and his J.D. from Pepperdine University School of Law where he graduated with honors.

Mark Bodenrader has served as our interim Chief Financial Officer since September 2021, as our Senior Vice President, Finance and Chief Accounting Officer since July 2022 and as our Vice President, Finance and Chief Accounting Officer since September 2019. Previously, from February 2007 to September 2019, Mr. Bodenrader held various roles of increasing responsibility at Biogen Inc., a publicly traded biotechnology company, most recently as corporate controller, where he was responsible for all aspects of worldwide accounting and SEC reporting. Previously, he was head of internal audit at Heritage Property Investment Trust. From 2003 to 2004, Mr. Bodenrader served as manager, assurance and business advisory services at Grant Thornton LLP, after serving as assistant controller at Cabot Industrial Trust from 1998 to 2002. Mr. Bodenrader began his career in public accounting at Arthur Andersen, LLP. Mr. Bodenrader earned a B.S. in Finance and Accounting from Merrimack College, and is a Certified Public Accountant.

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Kenneth DiPietro has served as our Chief Human Resources Officer since April 2019. Prior to joining us, Mr. DiPietro worked as the chief talent officer for Oak Hill Capital Partners from February 2018 to October 2018 and was also a senior advisor to several Polaris Ventures portfolio companies beginning in August 2017. Previously, he was a director at InVivo Therapeutics Holdings Corp. after serving as executive vice president of human resources at Biogen Inc. from February 2012 to September 2017. Earlier in his career, Mr. DiPietro held senior human resources roles with Lenovo Group Limited, Microsoft Corporation, and Dell Technologies Inc. Mr. DiPietro also served in a range of human resource and general management positions over 19 years at PepsiCo, Inc. Mr. DiPietro earned a B.S. in Industrial and Labor Relations from Cornell University. He sits on the Dean’s Advisory Board at Cornell, the Peer Roundtable, the Boston Posse Advisory Board and advises a small number of technology startups focused on human resource management.

John Renger, Ph.D. has served as our Chief Scientific Officer since May 2019. Prior to joining us, Dr. Renger served as vice president of research and development and regulatory affairs at Imbrium Therapeutics L.P. from April 2018 to April 2019 and as head of clinical research and translational medicine at Purdue Pharma L.P. from August 2016 to April 2018. Previously, Dr. Renger held roles of increasing responsibility at Merck & Co. between October 2001 and August 2016, most recently serving as associate vice president. Dr. Renger was a postdoctoral fellow at the Massachusetts Institute of Technology Center for Learning and Memory and previously worked at the RIKEN Brain Science Institute in Japan. Dr. Renger earned his Ph.D. in biological sciences with a focus on neurogenetics at the University of Iowa where he also completed his B.S. in biology.

Raymond Sanchez, M.D. has served as our Chief Medical Officer since January 2019. Previously, from November 2007 to January 2019, Dr. Sanchez held various roles of increasing responsibility at Otsuka Pharmaceutical Development & Commercialization, Inc., most recently as senior vice president, global clinical development. From June 2018 to January 2019, Dr. Sanchez served as the chief medical officer of Avanir Pharmaceuticals, Inc. Dr. Sanchez is currently the executive co-chair of the International Society for CNS Drug Development and trustee, member of the board of directors for the Connecticut Mental Health Center Foundation, Yale School of Medicine, as well as several other not-for-profit organizations. Dr. Sanchez received a bachelor’s degree from the Weinberg College of Arts and Sciences at Northwestern University and a medical degree from the Feinberg School of Medicine at Northwestern. He completed his residency training and fellowship in psychiatry at the Yale University Medical School, where he was also appointed as an instructor.

Kathleen Tregoning, M.A. has served as our Chief Corporate Affairs Officer since July 2020. Previously, from February 2017 to March 2020, Ms. Tregoning served as executive vice president for External Affairs at Sanofi S.A., a French multinational pharmaceutical company, where she was responsible for leading an integrated organization that brought together market access, communications, public policy, government affairs, patient advocacy and corporate social responsibility. Prior to joining Sanofi, Ms. Tregoning spent more than a decade at Biogen Inc., first as vice president, Public Policy & Government Affairs, from 2006 to 2015, and then as senior vice president, Corporate Affairs, from December 2015 to February 2017. Previously, Ms. Tregoning served as a professional staff member in the United States Congress, where she held health policy roles with the Senate Budget Committee, the House Energy & Commerce Committee, and the House Ways & Means Committee. Ms. Tregoning began her career with Andersen Consulting, where she developed business strategies and processes for clients in a range of industries, and later served as an Assistant Deputy Mayor for Policy & Budget in the office of the Mayor of Los Angeles. Ms. Tregoning graduated from Stanford University with a B.A. in International Relations and holds an M.A. in Public Policy from the Kennedy School of Government at Harvard University.

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CORPORATE GOVERNANCE

Board Composition

Our board of directors currently consists of 11 members. In accordance with the terms of our certificate of incorporation, our board of directors is divided into the following three classes, with members of each class serving staggered three-year terms:

Class I, whose term will expire at the annual meeting of stockholders to be held in 2024;
Class II, whose term will expire at the annual meeting of stockholders to be held in 2025; and
Class III, whose term will expire at this Annual Meeting.

Class I consists of N. Anthony Coles, M.D., Christopher Gordon, M.B.A. and Suneet Varma, M.B.A., Class II consists of Deborah Baron, M.B.A., Doug Giordano, M.B.A., Adam Koppel, M.D., Ph.D. and Ruth McKernan, Ph.D., CBE, FMedSci, and Class III consists of Marijn Dekkers, Ph.D., Deval Patrick, J.D., Norbert Riedel, Ph.D. and Gabrielle Sulzberger, J.D., M.B.A. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring.

Our certificate of incorporation provides that, subject to the terms of the Registration and Shareholder Rights Agreement (as defined herein), the authorized number of directors may be fixed solely and exclusively by resolution of our board of directors.

Our certificate of incorporation further provides that, subject to the terms of the Registration and Shareholder Rights Agreement, our directors may be removed only with cause and then only by the affirmative vote of the holders of not less than two-thirds of the outstanding shares of capital stock then entitled to vote at an election of directors, and that any vacancy on our board of directors, however occurring, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining directors then in office.

The division of our board of directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control or management of our company.

Director Independence

Our board of directors has determined that each individual who serves on our board of directors, other than Dr. Coles, qualifies as an independent director for purposes of the rules of Nasdaq and the SEC. In making this determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances that our board of directors deemed relevant, including the beneficial ownership of our common stock by each non-employee director. The composition and functioning of our board of directors and each committee of our board of directors complies with all applicable requirements of Nasdaq and the rules and regulations of the SEC.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Board Meetings and Attendance

Our board of directors held five meetings during the fiscal year ended December 31, 2022. Each of the directors attended at least 75% of the meetings of the board of directors and the committees of the board of directors on which he or she served during the fiscal year ended December 31, 2022 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee). Under our corporate governance guidelines, each of our directors is expected to attend our annual meetings of stockholders, and we encourage our directors to attend our annual meetings of stockholders. All of our directors other than Mr. Gordon and Dr. Dekkers attended our 2022 annual meeting of stockholders.

Committees of the Board of Directors

Our board of directors has four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee and a science and technology committee. Each committee operates pursuant to a written charter. In addition, each committee reviews and assesses the adequacy of its charter and submits its charter to the board of directors for approval. Copies of each committee’s current charter are posted on our website at www.cerevel.com under the “Governance” subsection of the “Investors & Media” section of the site. The information contained on or that can be accessed through our website is not incorporated by reference into this proxy statement, and you should not consider such information to be part of this proxy statement.

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Audit Committee

The members of our audit committee are Ms. Sulzberger, Mr. Giordano and Dr. Riedel, and Ms. Sulzberger serves as the chairperson of the audit committee. Under the Nasdaq listing rules and applicable SEC rules, the audit committee is required to have at least three members. The Nasdaq listing rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, also require that the audit committee of a listed company be composed solely of independent directors for audit committee purposes, and each member of our audit committee qualifies as an independent director for audit committee purposes under applicable rules. Each of Ms. Sulzberger, Mr. Giordano and Dr. Riedel is financially literate and each of Ms. Sulzberger, Mr. Giordano and Dr. Riedel qualifies as an “audit committee financial expert” as defined in applicable SEC rules. During the fiscal year ended December 31, 2022, the audit committee met eight times. The report of the audit committee is included in this proxy statement under “Audit Committee Report.” The audit committee’s responsibilities include:

appointing, retaining, terminating, determining the compensation of, and assessing the independence of, our independent registered public accounting firm;
pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements should be included in our Annual Report on Form 10-K;
monitoring the quality and integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and
discussing earnings press releases and financial information and earnings guidance provided to analysts and rating agencies.

Compensation Committee

The members of our compensation committee are Mr. Giordano, Dr. Koppel and Mr. Patrick, all of whom are “independent” under applicable Nasdaq and SEC rules, and Mr. Giordano serves as the chairperson of the compensation committee. Mr. Giordano became chairperson of our compensation committee in February 2023 and Dr. Dekkers previously served as the chairperson of the compensation committee. During the fiscal year ended December 31, 2022, the compensation committee met four times. The compensation committee’s responsibilities include:

periodically reviewing and approving our compensation philosophy and policies;
reviewing and approving the goals and objectives relevant to the incentive compensation of our Chief Executive Officer and our other executive officers;
annually reviewing and approving the compensation of our Chief Executive Officer and our other executive officers;
reviewing, approving and administering the cash incentive plans offered by us to our executive officers, including our Chief Executive Officer;
approving stock option and other stock awards for all of our employees;
overseeing and administering our equity-based plans and making recommendations to our board of directors about amendments to existing equity-based plans or the adoption of any new equity-based plans;

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periodically reviewing and recommending to our board of directors the compensation for non-employee members of our board of directors;
reviewing the compensation discussion and analysis, if and when required, to be included in the annual proxy statement; and
preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement.

Historically, our compensation committee has made most of the significant determinations of annual compensation, determined bonus and equity awards and established new performance objectives. However, our compensation committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic compensation issues, such as the effectiveness of our overall compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation. Generally, the compensation committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than our Chief Executive Officer, our compensation committee solicits and considers evaluations and recommendations submitted to the compensation committee by our Chief Executive Officer. In the case of our Chief Executive Officer, the evaluation of his performance is conducted by the compensation committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors, as part of its deliberations, the compensation committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, financial information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels and analyses of executive and director compensation paid at a peer group of other companies approved by our compensation committee. In 2022, the compensation committee also retained the services of an independent compensation consultant and considered its input on certain compensation matters as the compensation committee deemed appropriate. The compensation committee may delegate its authority to grant certain equity awards to one or more employees of the Company, and in 2022 it has delegated such authority to our Chief Executive Officer, Chief Human Resources Officer and to certain other human resources employees.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Mr. Gordon, Ms. Baron, Dr. Dekkers and Ms. Sulzberger, all of whom are independent directors, and Mr. Gordon serves as the chairperson of the nominating and corporate governance committee. Dr. Dekkers joined our nominating and corporate governance committee in February 2023 and Mr. Giordano previously served on our nominating and corporate governance committee. During the fiscal year ended December 31, 2022, the nominating and corporate governance committee met three times. The nominating and corporate governance committee’s responsibilities include:

recommending to the board of directors, and annually reassessing, criteria for board and committee membership;
establishing procedures for recommending, identifying and evaluating board of director candidates, including nominees recommended by stockholders;
reviewing and identifying individuals proposed to become members of the board of directors or the board’s committees based on the criteria approved by the board of directors and all facts and circumstances that it deems appropriate, including, among other things, the skills of the proposed candidate, relevant business experience or other background characteristics, independence determination and the needs of the board;
recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;
developing and recommending to the board of directors a set of corporate governance guidelines;
overseeing the evaluation of our board of directors and management;
exercising oversight over succession planning of the board of directors;
exercising oversight over environmental, social and governance matters, and
exercising oversight over the code of ethics and business conduct.

We believe that the composition and functioning of our nominating and corporate governance committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations.

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Science and Technology Committee

The members of our science and technology committee are Dr. Riedel, Dr. Koppel, Dr. McKernan and Mr. Varma, all of whom are independent directors, and Dr. Riedel serves as the chairperson of the science and technology committee. During the fiscal year ended December 31, 2022, the science and technology committee met two times. The science and technology committee’s responsibilities include:

reviewing, evaluating and advising the board of directors and management regarding our scientific direction and progress in achieving our short-term and long-term strategic R&D goals and objectives;
reviewing and making recommendations to the board of directors on our internal and external investments and technology platforms for development;
reviewing, evaluating and advising the board of directors regarding the quality, direction, strategy and competitiveness of our R&D programs and pipeline, including any new potential therapeutic area opportunities;
identifying and discussing new and emerging trends in pharmaceutical and biotechnological science, technology and regulation; and
reviewing and reporting to the board of directors regarding our compliance with the terms of our license agreement with Pfizer Inc. and the development of assets related thereto.

Our board of directors may from time to time establish other committees.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2022, Dr. Dekkers, Dr. Koppel and Mr. Patrick served as members of our compensation committee. None of the members of our compensation committee is or has been an officer or employee of the Company or had a relationship requiring disclosure under “Certain Relationships and Related Person Transactions.” None of our executive officers currently serves, nor in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Identifying and Evaluating Director Nominees

Our board of directors is responsible for selecting its own members. The board of directors delegates the selection and nomination process to the nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate. Additionally, as described above in “Directors—Director Nomination Rights”, pursuant to the terms of the Registration and Shareholder Rights Agreement, so long as BC Perception Holdings, LP and Pfizer Inc. own certain specified amounts of our equity securities, BC Perception Holdings, LP and Pfizer Inc. have certain rights to nominate directors to serve on our board of directors. For additional details regarding the Registration and Shareholder Rights Agreement, see “Certain Relationships and Related Person Transactions—Amended and Restated Registration and Shareholder Rights Agreement.”

Generally, our nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, our nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval as director nominees for appointment or election to the board of directors.

Minimum Qualifications and Board Diversity

Our nominating and corporate governance committee will consider, among other things, the following minimum qualifications, skills and attributes when recommending candidates for the board’s selection as director nominees for the board and as candidates for appointment to the board’s committees: a nominee shall have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing; a nominee shall be highly accomplished in his or her respective field, with superior credentials and recognition; a nominee shall be well regarded in the community and shall have a long-term

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reputation for high ethical and moral standards; a nominee shall have sufficient time and availability to devote to our affairs, particularly in light of the number of boards of directors on which such nominee may serve; and, to the extent a nominee serves or has previously served on other boards, the nominee shall have a demonstrated history of actively contributing at board meetings.

In evaluating prospective director candidates, our nominating and corporate governance committee will also consider all facts and circumstances that it deems appropriate or advisable, including, among other things, diversity, including, but not limited to, race, gender, national origin, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence and the needs of the board of directors. We are proud to have a board of directors that, as of the date of this proxy statement, is self-reportedly approximately 27% women and approximately 36% racial minorities. See “Directors—Board Diversity Matrix” for additional details. While we have no formal policy regarding board diversity, we believe that the varied perspectives and experiences resulting from having a diverse board of directors enhances the quality of our decision-making. We also believe diversity can help the board identify and respond more effectively to the needs of patients, stockholders, employees and other stakeholders.

The nominating and corporate governance committee will consider director candidates recommended by stockholders. The policy adopted by the nominating and corporate governance committee provides that candidates recommended by stockholders are given appropriate consideration in the same manner as other candidates.

Non-Employee Director Meetings

In addition to the meetings of the committees of the board of directors described above, in connection with board of directors’ meetings, the non-employee directors met four times in executive sessions during the fiscal year ended December 31, 2022.

Communication with the Board of Directors

Any interested party with concerns about the Company may report such concerns to our board of directors or the chairperson of our board of directors or nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:

c/o Cerevel Therapeutics Holdings, Inc.

222 Jacobs Street, Suite 200

Cambridge, Massachusetts 02141

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder or other interested party.

A copy of any such written communication may also be forwarded to our legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-employee directors or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.

Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Our audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.

Board Leadership Structure and Role in Risk Oversight

N. Anthony Coles, M.D., our Chief Executive Officer, also serves as the chairperson of our board of directors, and Norbert Riedel, Ph.D. currently serves as our lead independent director. Our board of directors has concluded that our current leadership structure is appropriate at this time. Our board of directors is of the view that the combined role of chairperson and chief executive officer promotes united leadership and direction and provides management a clear focus to execute our strategy and business plans. As Chief Executive Officer, Dr. Coles is best suited to ensure that critical business issues are brought before our board of directors, which enhances our board of directors’ ability to develop and implement business strategies. In his role as lead independent director, Dr. Riedel presides over non-management director executive sessions and independent director executive sessions of our board of

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directors in which, in each case, our management, including our Chief Executive Officer, does not participate and serves as a liaison to management on behalf of the non-employee members of our board of directors. The lead independent director’s duties and responsibilities also include serving as the liaison between the chairperson of our board and the independent directors, reviewing meeting agendas and schedules of meetings of the board to assure that there is sufficient time for discussion of all agenda items and having the authority to call meetings of the independent directors.

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also has the responsibility to review with management the process by which risk assessment and management is undertaken, monitor compliance with legal and regulatory requirements, and review the adequacy and effectiveness of our internal controls over financial reporting. Our nominating and corporate governance committee is responsible for periodically evaluating our corporate governance policies and systems in light of the governance risks that we face and the adequacy of our policies and procedures designed to address such risks. Our compensation committee assesses and monitors whether any of our compensation policies and programs is reasonably likely to have a material adverse effect on us.

Code of Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of business conduct and ethics is available on our website at www.cerevel.com under the “Governance” subsection of the “Investors & Media” section of the site.

We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of certain provisions as they relate to our directors and executive officers, at the same location on our website or in public filings. The information on our website is not intended to form a part of or be incorporated by reference into this proxy statement.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis explains the guiding principles and practices upon which our executive compensation program is based and the compensation paid to our named executive officers, or NEOs:

 

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N. Anthony Coles, M.D.

Chief Executive Officer and Chairperson of the Board of Directors

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Mark Bodenrader

Interim Chief Financial Officer; Senior Vice President, Finance and Chief Accounting Officer

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Abraham Ceesay, M.B.A.*

President (departed March 2023)

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Raymond Sanchez, M.D.

Chief Medical Officer

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John Renger, Ph.D.

Chief Scientific Officer

* In March 2023, Abraham Ceesay, President, left the Company.

We are a team of dedicated and diverse leaders who are anchored in our core values of trust, courage, respect, curiosity and compassion. We seek to unravel the mysteries of the brain by taking a targeted approach to neuroscience. Our mission is to push boundaries, develop solutions and transform the lives of patients living with some of the most vexing neuroscience diseases, including schizophrenia, Alzheimer's disease psychosis, epilepsy, panic disorder and Parkinson’s disease.

Our executive compensation program is closely linked to the achievement of our company performance goals and aligned with stakeholder interests. As summarized below, our performance was strong in 2022, including positive ambulatory blood pressure monitoring data for emraclidine, our lead product candidate, a nearly $600 million capital raise, positive darigabat acute anxiety data and significant progress on our corporate citizenship goals. As such, we achieved a significant majority of our company performance goals that we set in the beginning of the year under our annual incentive plan and, accordingly, the payouts under these plans for 2022 were above target. With regard to long-term incentives, we continued to grant stock options which have realized in-the-money value due to our positive value-creating milestones in 2022 despite a generally challenging market backdrop for biotechnology and pharmaceutical companies.

Company Performance Highlights

In December 2022, we announced positive results in an ambulatory blood pressure monitoring trial for emraclidine, our M4-selective positive allosteric modulator, that provided clear evidence that emraclidine does not induce an increase in blood pressure with chronic dosing in people living with schizophrenia. These results provided another example of Cerevel’s disciplined approach to drug development and validate the potential of emraclidine to be a transformative treatment for people living with schizophrenia. We are currently evaluating emraclidine in two adequately-powered placebo-controlled Phase 2 trials in schizophrenia, known as EMPOWER-1 and EMPOWER-2, as well as a corresponding open-label safety extension trial, known as EMPOWER-3. We also initiated a Phase 1 multiple ascending dose trial of emraclidine in healthy elderly volunteers in the fourth quarter of 2022 to support development in a second potential indication of Alzheimer's disease psychosis.

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In August 2022, we completed a $599 million dual convertible debt and equity financing, which strengthened our balance sheet and extended our cash runway into 2025.
In February 2022, we announced positive topline results for darigabat, our alpha-2/3/5 selective GABAA receptor positive allosteric modulator, in a Phase 1 clinical trial in healthy volunteers in acute anxiety. We have selected panic disorder as the second indication for development of darigabat and plan to initiate a Phase 2 proof-of-concept trial of darigabat in panic disorder. Darigabat is also being evaluated in the Phase 2 REALIZE proof-of-concept trial and corresponding open-label safety extension trial in focal epilepsy.
We continued to advance the rest of our broad and deep pipeline, with a registration-directed Phase 3 program for tavapadon, our D1/D5-selective dopamine partial agonist, which includes two trials as monotherapy in early-stage Parkinson’s, known as TEMPO-1 and TEMPO-2, one trial as adjunctive therapy in late-stage Parkinson’s, known as TEMPO-3, and an open-label extension trial, known as TEMPO-4; a Phase 2a exploratory trial of CVL-871, our D1/D5-selective dopamine partial agonist for the treatment of dementia-related apathy; and an early clinical and preclinical pipeline across multiple potential neuroscience indications, including CVL-354, our selective kappa opioid receptor antagonist for the treatment of major depressive disorder and substance use disorder, our selective PDE4 inhibitor (PDE4D-sparing) program for the treatment of psychiatric, neuroinflammatory and other disorders and our selective M4 agonist program for the treatment of psychiatric and neurological indications.
We also continued to make progress on our corporate citizenship goals, which focused on how we engage with our people, partners and patients. We increased Black representation in our employee ranks, targeted new spend commitments with suppliers who have a commitment to diversity, equity and inclusion, or DE&I, and implemented measurable DE&I elements throughout the clinical trial lifecycle, spanning study planning (selecting sites in diverse geographies), study conduct (quarterly reviews of demographic data, including changes or trends) and study closeout (post hoc review of demographic data to inform future study planning). Our 2022 annual incentive plan included goals and achievements in these areas. See “—2022 AIP Company Performance Goals and Results” below.

2022 Executive Compensation Results

In alignment with our strong performance in 2022, the table set forth below shows the total direct compensation for each of our NEOs in 2022 with a clear emphasis on incentive-based compensation:

 

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_24.jpg 

 

(1)
Represents base salaries following most recent salary adjustments that took effect in 2022.
(2)
Represents 2022 annual incentive plan awards paid in 2023.
(3)
Reflects planned award amounts, which may differ slightly from actual grant date fair values due to rounding. Grants for Mr. Bodenrader reflect both an annual grant and a one-time special recognition grant of restricted stock units for his service as interim Chief Financial Officer.
(4)
Includes 401(k) company match, if applicable.

Governance Roles & Responsibilities

Role of our Compensation Committee

Our compensation committee, which is comprised of three independent directors, oversees and administers our executive compensation programs. In making executive compensation decisions, our compensation committee considers a variety of factors and data, most importantly our overall corporate performance, the performance of individual executives and the totality of compensation that may be paid. In addition, our compensation committee administers our annual incentive plan and our 2020 Equity Incentive Plan, reviews business achievements relevant to compensation levels, makes recommendations to our board of directors with respect to compensation policies and practices, seeks to ensure that total compensation paid to our executive officers is fair and aligned with

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stockholder interests and provides support on other compensation matters as required throughout the year. Our compensation committee retains the right to hire outside advisors as needed to assist it in reviewing and revising our executive compensation programs.

The duties and responsibilities of our compensation committee are described on page 15 and can be found in our compensation committee’s written charter adopted by our board of directors, which can be found on our website, www.cerevel.com, under the “Governance” subsection of the “Investors & Media” section of the site.

Role of the Independent Compensation Consultant

Independent compensation advice is considered important in developing our executive compensation programs. As such, our compensation committee has retained Pay Governance LLC, or Pay Governance, as their independent compensation consultant.

Pay Governance reports directly to our compensation committee, including regular interactions with the chairperson of the compensation committee. Pay Governance attends compensation committee meetings, including executive sessions without management present. Research, data analyses, survey information and design expertise on compensation matters are also provided, including guidance on market trends and data in chief executive officer, other executive and non-employee director compensation. They also review briefing materials prepared by management and advise the compensation committee independently. Pay Governance also helps to develop our compensation peer group and engages in other matters as needed and as directed by our compensation committee.

Our compensation committee assesses Pay Governance’s performance and independence annually and, in accordance with applicable SEC and Nasdaq rules, confirmed in December 2022 that Pay Governance’s work did not raise any conflicts of interest and remains independent. Pay Governance does not provide any other services to the Company.

Role of our CEO

At the end of each performance year, our Chief Executive Officer assesses the contributions of each executive officer and recommends to our compensation committee the compensation to be awarded based on numerous factors, including our pay philosophy, Company and individual performance, potential for future contributions, leadership abilities, external market competitiveness, internal pay comparisons, retention risk and other factors deemed relevant. The compensation committee considers this information and makes final compensation determinations for our executive officers. Our Chief Executive Officer does not participate in any deliberations regarding his own compensation.

Stockholder Engagement

We believe that aligning our pay approach with the interests of our key stakeholders, including our stockholders, is of critical importance. As a pre-commercial company, our stockholders provide us with the foundational capital we need to invest in our people and pipeline, which ultimately will enable us to deliver innovative and life-changing medicines to those who need them.

Our engagement with stockholders is unique as three stockholders who collectively own approximately 62% of our outstanding common stock are represented on our board of directors. As a result, we are able to engage in continuous dialogue with these stockholders as we develop, design and continuously enhance our pay programs.

“Say-on-Pay” Vote on Executive Compensation

As part of our commitment to excellence in corporate governance, and as required by Section 14A(a)(1) of the Exchange Act, we periodically provide our stockholders with an opportunity to provide an advisory vote related to the compensation of our NEOs, commonly known as the “say-on-pay” proposal. The say-on-pay vote generally covers the calendar year prior to the date of our proxy statement. As such vote is advisory, it is not binding upon our board of directors or our compensation committee and neither the board of directors nor the compensation committee are required to take any action as a result of the outcome of such vote. However, our compensation committee carefully considers the outcome of this vote when considering future executive compensation policies.
 

As disclosed in our current report on Form 8-K filed with the SEC on June 15, 2022, at our 2022 annual meeting of stockholders, approximately 99% of the votes cast on our SEC say-on-pay proposal approved the compensation of our NEOs as disclosed in our 2022 proxy statement. In addition, at our 2022 annual meeting of stockholders, we also held a separate non-binding advisory vote on the frequency of future advisory votes regarding the compensation of our NEOs, commonly referred to as a “say-on-frequency” vote. At the 2022 annual meeting of stockholders, our stockholders approved, on an advisory basis, a proposal to hold the say-on-pay vote

22


 

annually, and, in light of such vote, our board of directors has determined that we will hold future non-binding advisory votes on executive compensation on an annual basis until the next required non-binding advisory vote on the frequency of future stockholder votes on NEO compensation.

Our compensation committee has considered and will in the future consider the result of the "say-on-pay" vote as well as other feedback received throughout the year from our stockholders when making compensation decisions for our executive officers.

Executive Compensation Philosophy and Objectives

Our executive compensation programs are designed to motivate, retain and reward high-performing executives for their long-term value creation for the Company. While we consider several factors in our pay structure, we are guided by the following core philosophies and principles:

Mission and Patient Focused

We are guided first and foremost in all decisions by our mission and patient focus. By doing what is right for our patients at all times, our pay programs will align with the interests of our most critical front-line stakeholder, which in turn benefits all stakeholders.

Pay for Performance

The overwhelming majority of our executive pay programs are performance-based and balance company and individual results. We strive to attract top talent with the expectation that premium performance aligns with premium pay opportunities. Our stretch performance goals directly support this principle and are aimed at enhancing long-term value creation, which in turn drives stockholder value.

Alignment with Stockholders

Our compensation programs are designed to align executives’ interests with our stockholders. We are uniquely positioned in that the majority of our stockholders (approximately 62%) have direct input into our pay structure and individual executive compensation by virtue of their representation on our board of directors.

Simplicity and Transparency

One of our core values is trust and, in that spirit, keeping our programs simple, direct and transparent allows our executives and our stockholders to understand our pay programs.

Program Consistency

Our pay and benefits programs are consistently applied across all employee levels and we do not advantage one population over another. We believe that every employee at every level is critical to our patient-focused team approach.

Our executive compensation program is also designed to incorporate sound practices for compensation governance. We summarize such practices below.

What We Do:

Maintain an Independent Compensation Committee. Our compensation committee consists solely of independent directors.

Retain an Independent Compensation Advisor. Our compensation committee engages its own compensation advisor to provide information and analysis related to annual executive compensation decisions and other advice on executive compensation independent of management.

Review Executive Compensation Annually. Our compensation committee annually reviews our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes.

Design Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our executive officer compensation is “at risk” based on our corporate performance, as well as equity-based, to align the interests of our executive officers and stockholders.

Use a Pay-for-Performance Philosophy. The majority of our executive officer compensation is directly linked to corporate performance and includes a significant long-term equity component, thereby making a substantial portion of each executive officer’s total compensation dependent upon our stock price.

Use Double Trigger Change-in-Control Protection. Change-in-control payments and benefits to our executive officers occur only upon a qualifying termination of employment, not merely upon a change in control.

Maintain Stock Ownership Guidelines and Clawback Policy. We maintain stock ownership guidelines and a clawback policy to better align executive officer incentives with stockholders.

 

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What We Don’t Do:

×

No Executive Retirement Plans. We do not offer pension arrangements or retirement plans or arrangements to our executive officers that are different from or in addition to those offered to our other employees.

×

No Special Perquisites. We do not provide perquisites to our executive officers.

×

No Special Health and Welfare Benefits. Our executive officers participate in our health and welfare benefits programs on the same basis as our other employees.

×

No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross-ups”) on any change-in-control or severance payments or benefits.

×

No Hedging or Pledging Our Equity Securities. We prohibit our executive officers, the members of our board of directors and other employees from hedging or pledging our securities.

Use of Market Data

Each year, our compensation committee reviews and approves an appropriate peer group to compare pay levels, mix, practices and plan designs. The compensation committee reviews the 25th, 50th, 60th and 75th percentiles to understand the pay levels of our peer companies. We believe that while the peer group provides one data point of context, we are not a traditional early-stage biopharmaceutical company. Our talent needs are unique given the historical genesis of our pipeline as former Pfizer neuroscience assets that were developed over more than a decade. As such, other factors are also strongly considered when setting pay, including the design of programs that will attract and incentivize those with the deep skills and proven experiences required to build and grow our company and deliver on our broad pipeline.

With that, the peer group we referenced for compensation decisions in 2022 was determined based on comparable companies in the biopharmaceutical sector that approximate (i) our business strategy (pre- and early-commercial-stage companies with multiple product candidates in clinical trials, with a preference for neuroscience-focused companies), (ii) our market capitalization (approximately $1 to $18 billion), (iii) our R&D expense, cash on hand and headcount and (iv) our tenure on the public markets (with a preference toward companies that went public in 2013 or later). Each company is then qualitatively evaluated by the compensation committee’s independent compensation consultant based on other factors uniquely specific to each and rigorously discussed and debated with the compensation committee.

The peer group approved by our compensation committee and used when determining our February 2022 compensation decisions was comprised of the following companies:

Acceleron Pharma

Intellia Therapeutics

Alector

Karuna Therapeutics

Allogene Therapeutics

Mirati Therapeutics

Arcus Biosciences

Neurocrine Biosciences

Arvinas

NGM Biopharmaceuticals

Axsome Therapeutics

Reata Pharmaceuticals

Biohaven Pharmaceutical

REGENXBIO

BridgeBio Pharma

Replimune Group

Denali Therapeutics

Sage Therapeutics

Dicerna Pharmaceuticals

Zymeworks

Fate Therapeutics

* For 2023, Replimune Group, Zymeworks, Acceleron Pharma and Dicerna Pharmaceuticals were removed, while Alnylam Pharmaceuticals, Apellis Pharmaceuticals, Intra-Cellular Therapies and Vir Biotechnology were added.

For our Chief Executive Officer and executive officers, we carefully review the pay levels and programs disclosed in the proxy statements of our peer group. For our executive officers, we also supplement the data with published compensation surveys where appropriate. For 2022, we used a special custom cut of the Aon Radford Global Life Sciences Survey to capture executive officer pay that is not always disclosed in peer company proxy statements. The Aon Radford Global Life Sciences Survey was selected because it is the prevailing survey for companies our size in the biopharmaceutical industry and includes numerous positions that are comparable to our executive positions.

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Compensation Elements

Based on prevalent market practice, peer group and broader survey data, and within the broader context of our business needs, our compensation committee determines the elements of compensation we provide to our executive officers. The elements of our executive compensation program and their objectives are as follows:

Element

Objective(s)

Base Salary

Provides a fixed level of compensation that is competitive with the external market and reflects each executive’s contributions, experience, responsibilities and potential to contribute to our future success.

Annual Incentive Plan

Aligns short-term compensation with the annual goals of the Company.
Motivates and rewards the achievement of annual goals that support short- and mid-term priorities.

Long-Term Incentives

Aligns executives’ interests with the creation of long-term value for our stakeholders.

The greater pay mix emphasis on long-term incentives, or LTI, also helps to balance the need to deliver on short-term results only if that aligns with long-term company and stakeholder interests.

Promotes executive retention, an ownership mindset and focuses executives on enhancing value to patients.

Benefit Programs

Supports the physical, mental and emotional well-being of our executives.

Provides financial protection in the event of disability or death.

Provides tax-beneficial ways for executives to save towards their retirement and encourages savings through competitive Company-paid matches to their 401(k) plan.

Compensation Pay Mix

We consider pay mix to be important. While we do not target a particular pay mix across our various pay programs, our compensation committee considers the pay mix for each of our executive officers to ensure the total rewards package is market competitive, attractive and aligns with our belief that pay, beyond base salary, should be aligned to our critical short- and long-term business priorities with award payouts based on actual performance results.

Our compensation committee also believes that rewarding results within the broad purview of an executive’s line of sight is important. Because our executive officers have a direct impact on our future strategic direction, the pay of our executive officers have the greatest emphasis on performance-based compensation with an overweighting towards long-term incentives to align with the long-term impact their decisions will have on the Company.

The 2022 pay mix for Dr. Coles and our other NEOs was highly performance-based and conditional based on company results.

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_25.jpg 

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Compensation and Performance Goal Setting Process

We have a robust annual compensation cycle whereby at the beginning of the year, our compensation committee approves the plan designs, the pay elements and levels and the pre-determined performance goals for our executive officers for such year. Our compensation committee monitors our progress against these goals throughout the year, and following completion of the year, our compensation committee evaluates the outcomes against these goals for our executive officers. A summary of the annual cadence is described below:

 

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_26.jpg 

2022 Base Salary

Each year, our compensation committee takes a consistent approach in reviewing the base salaries of our Chief Executive Officer and our other executive officers. We consider the salaries of comparable positions in our peer group compared to our executive officers in terms of relevant experience, proven skills and performance, future anticipated contributions, internal equity and retention factors given the heightened talent pressures in the marketplace. Resulting from this comprehensive review, effective January 2022, the following salary adjustments were made to position our NEOs appropriately relative to the market data of the peer group in 2022:

 

Name

 

2021 Annual
Salary

 

 

2022 Annual
Salary

 

 

% Increase

 

T. Coles

 

$

621,000

 

 

$

642,735

 

 

 

3.50

%

M. Bodenrader(1)

 

$

310,500

 

 

$

321,368

 

 

 

3.50

%

A. Ceesay(2)

 

$

500,000

 

 

$

511,651

 

 

 

2.33

%

R. Sanchez

 

$

481,275

 

 

$

498,120

 

 

 

3.50

%

J. Renger

 

$

465,750

 

 

$

482,052

 

 

 

3.50

%

 

Notes to the 2022 Base Salary Table

(1)
Mr. Bodenrader was promoted from Vice President to Senior Vice President in August 2022 at which time his salary was increased to $360,000 to reflect his new role.
(2)
Mr. Ceesay was hired on May 3, 2021. His salary increase was prorated to reflect his actual time served with the Company.

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2022 Performance-Based Incentive Plans

We place a strong emphasis on performance-based compensation as reflected by our cash Annual Incentive Plan, or AIP, which is governed by our Senior Executive Cash Annual Incentive Plan, and our LTI awards, which are granted under our stockholder-approved 2020 Equity Incentive Plan.

We believe that striking the right balance between medium-term focus and achievements with long-term value creation for all of our stakeholders is essential so that short-term decisions do not inadvertently undermine the longer-term success of our pipeline. As such, our AIP serves to align, motivate and reward our executives for short-term achievement with an eye towards building longer-term success.

Annual Incentive Plan

Each year, our compensation committee reviews the 25th, 50th, 60th and 75th percentiles of bonus targets among our peer companies for positions comparable to our NEOs to ensure market competitiveness and that an appropriate emphasis is placed on medium-term results. The target AIP as a percent of salary for each of our NEOs in 2022 are as follows:

 

Name

 

2022 Target
AIP %

 

T. Coles(1)

 

 

60

%

M. Bodenrader(2)

 

30% / 35%

 

A. Ceesay

 

 

45

%

R. Sanchez(3)

 

 

45

%

J. Renger(3)

 

 

45

%

 

Notes to the Annual Incentive Plan Table

(1)
The compensation committee increased Dr. Coles’ AIP target from 55% in 2021 to 60% for 2022 in order to maintain market competitiveness.
(2)
Mr. Bodenrader was promoted from Vice President to Senior Vice President in August 2022 at which time his AIP target was increased from 30% to 35% to reflect his new role. For the 2022 AIP performance year, his AIP award was prorated for time served at both target award levels.
(3)
The compensation committee increased the AIP target for Drs. Sanchez and Renger from 40% in 2021 to 45% for 2022 in order to maintain market competitiveness.

2022 AIP Design

Our compensation committee also approves the design of our AIP, the company performance goals and the associated reward opportunities. Based on a thorough review of short-term achievement opportunities that align with long-term value creation for all of our stakeholders, they set pre-determined goals at the start of each performance year and then track actual performance against these goals with a final assessment at the end of the annual performance year. Our company performance goals are consistent throughout the organization to ensure there is full alignment and clarity on the critical goals for the Company. In addition, we believe that, as leaders of the Company, it is critical for our executive officers to work collectively as a unified team in order to optimize opportunities. As such, their AIP is based 100% upon company performance. For Mr. Bodenrader, consistent with other Vice President and Senior Vice President roles, there is an individual element with a 25% weighting of their AIP award based on individual performance. The company performance multiplier ranges from 0% and maxes out at 150% to allow for a stretch upside opportunity as follows:

 

Performance Multiplier

 

Minimum

 

 

Target

 

 

Max

 

Company

 

 

0

%

 

 

100

%

 

 

150

%

 

* Vice Presidents and Senior Vice Presidents have an additional individual element that follows a similar range

The AIP award is formulaic and is calculated as follows:

https://cdn.kscope.io/496bdfa62b463928fe618eb14701ee55-img33028481_27.jpg 

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* Additional individual multiplier applies for Vice Presidents and Senior Vice Presidents

2022 AIP Company Performance Goals and Results

Our 2022 company performance goals had three areas of focus. First, our priorities were heavily weighted towards important research and development achievements with emphasis on tavapadon, emraclidine, darigabat and our early portfolio. Given our pre-commercial nature, emphasis was also placed on ensuring expenses were being managed judiciously. Finally, we believe we are a stronger company and can serve our patients better by embracing inclusion, diversity and engagement as a key strategic pillar. Our compensation committee approves target and maximum levels of performance at the start of the performance period such that payouts at or above target levels are only made when company performance is particularly strong. All AIP elements are closely reviewed, monitored and approved by our compensation committee, including the final determination of actual performance results and payouts at the end of the performance year.

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The table below summarizes the company performance goals and weightings for our 2022 AIP, as approved by our compensation committee at the start of the year, and indicates the extent to which these goals were achieved. As described below, the company performance multiplier was 128.8%. This achievement multiplier was consistently applied to the AIP targets of each of our NEOs, which our compensation committee subsequently reviewed and approved.

 

 

 

 

Performance Range

 

 

 

 

Company Goals

 

Weight

 

Meets

 

Exceeds

 

Results

 

Payout

RESEARCH & DEVELOPMENT

 

65%

 

 

 

 

 

 

 

82.5%

Tavapadon—Phase 3 program enrollment

 

15%

 

Specific enrollment goals are not
disclosed for competitive reasons

 

Partially
Achieved

 

6.3%

Emraclidine—ambulatory blood pressure monitoring (ABPM) trial in schizophrenia—date of full enrollment

 

5%

 

Q4

 

Q3

 

Exceeds

 

6.3%

Emraclidine—Phase 2 schizophrenia trials—date of first patient screened

 

15%

 

Q3

 

Q2

 

Exceeds

 

18.8%

Darigabat—Phase 2 epilepsy trial data readout

 

10%

 

Q4

 

Q3

 

Not
achieved

 

0.0%

Darigabat—Phase 1 acute anxiety trial data readout

 

5%

 

Q1

 

N/A

 

Meets

 

5.0%

Early portfolio and CMC—milestones relating to tavapadon and emraclidine manufacturing processes and preclinical candidate nomination

 

15%

 

Specific milestones are not
disclosed for competitive reasons

 

Exceeds

 

16.3%

*Stretch opportunity—
Emraclidine receipt of Fast Track designation (+15% only if achieved; no payout if not achieved)
Emraclidine initiate low dose elderly PK trial (+15% only if achieved; no payout if not achieved)
Other darigabat and early portfolio program stretch opportunities not achieved (1)

 

 

 

 

 

 

 

2 of 4
stretch
achieved

 

+30.0%

CORPORATE CITIZENSHIP & SUSTAINABILITY

 

20%

 

 

 

 

 

 

 

16.3%

People

 

15%

 

 

 

 

 

 

 

10.0%

Increase Black representation at each level below VP

 

 

 

9 FTEs
(10%)

 

13 FTEs
(18%)

 

Meets

 

 

Identify or develop successor candidates for Executive Team (ET) roles

 

 

 

Certain ET Roles

 

All ET Roles

 

Meets

 

 

Net Promoter Score

 

 

 

Specific net promotor score goals are not disclosed
for competitive reasons

 

Not
achieved

 

 

Partners & Patients

 

5%

 

 

 

 

 

 

 

6.3%

Target x% new spend commitments with suppliers who have a commitment to DE&I

 

 

 

80%

 

90%

 

Exceeds

 

 

Implementation of the applicable defined elements of the Cerevel DE&I Guidebook as determined per clinical trial, measured by % of clinical trials that have implemented measurable elements in their Inclusivity Plan in 2022

 

 

 

80%

 

90%

 

Exceeds

 

 

FINANCE

 

15%

 

 

 

 

 

 

 

30%

Manage expenses of Board of Directors approved plan, including any Board of Directors approved deviations

 

 

 

+/- 5% from
approved plan

 

N/A

 

Meets

 

15.0%

*Stretch opportunity—
Raise Board of Directors approved capital (+15% only if achieved; no payout if not achieved; specific amount not disclosed for competitive reasons)

 

 

 

 

 

 

 

Stretch
achieved

 

+15.0%

 

Weighted Company Performance Multiplier

 

128.8%*

* Numbers may not sum due to rounding.

(1)
Certain stretch opportunities relating to the darigabat and early portfolio programs that were not achieved in 2022 have not been disclosed for competitive reasons.

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2022 Annual Incentive Plan Awards

Our compensation committee determined that the final awards under our 2022 annual incentive plan were as shown in the table below.

 

Name

 

Bonusable
Salary

 

x

Target
Bonus %

 

x

Company
Multiplier

 

x

Individual
Multiplier
(1)

 

=

AIP
Award

 

T. Coles

 

$

642,735

 

 

 

60

%

 

 

128.8

%

 

n/a

 

 

$

496,706

 

M. Bodenrader(1)

 

$

337,562

 

 

30% / 35%

 

 

 

128.8

%

 

 

128.8

%

 

$

140,154

 

A. Ceesay

 

$

511,651

 

 

 

45

%

 

 

128.8

%

 

n/a

 

 

$

296,553

 

R. Sanchez

 

$

498,120

 

 

 

45

%

 

 

128.8

%

 

n/a

 

 

$

288,711

 

J. Renger

 

$

482,052

 

 

 

45

%

 

 

128.8

%

 

n/a

 

 

$

279,398

 

 

(1)
As a Senior Vice President, 25% of Mr. Bodenrader's AIP is based on the achievement of his individual goals, which consisted of capital formation and allocation, managing the annual cash burn, promoting effective internal financial controls, development of the financial forecasting function and responsibilities for certain SEC disclosure and company valuation matters. In addition, he significantly exceeded his individual goals by acting as the interim Chief Financial Officer. The remaining 75% of his AIP is based on company results. Due to his promotion to Senior Vice President on August 1, 2022, his AIP award was prorated for time served at both target award levels.

Long-Term Incentive Awards

All LTI awards granted to our executives are performance-based, as they rely upon an increase in our stock price in order to have any value and are designed to reward long-term success for the Company and all of our stakeholders.

For 2022, our executive LTI program consisted of stock options. Stock options allow our executives to purchase company stock at a specified stock price during a fixed 10-year period of time. The exercise price is set at the fair market value of our stock on the date of grant. Therefore, the stock options granted to our executive officers have no benefit unless we deliver results that increase the long-term company value as reflected in an increase of the stock price.

Our LTI program is reviewed every year by our compensation committee to assess and confirm that the plan is achieving its objectives to motivate, retain and reward long-term performance. Our compensation committee reviews and determines the appropriate equity vehicle to be used and sets the planning range each year based on the best alignment with our business needs, our pay philosophy and the practices of our peer group. The actual award granted to each executive officer differs based on criticality and impact of the job on the Company, individual performance results, potential future expected contributions, skills, market competitiveness and other factors.

We review the LTI grant levels of our peer companies at 25th, 50th, 60th and 75th percentiles every year. Overall, our annual LTI grant values for our NEOs are positioned appropriately within our peer group in cases where there are comparable positions at the peer companies. Our expected regular cadence is to grant our LTI on or around the time our compensation committee meets in the first quarter of each year to review and approve any salary increases, prior year bonus payout awards and the LTI grants for the NEOs. Other LTI grants, such as those made in connection with a new hire, are generally granted on the first trading day of the month following the date of hire.

In 2022, the planned and approved LTI grant date values were as follows:

 

Name

 

Approximate
LTI Grant Date
Fair Value

 

T. Coles

 

$

10,086,000

 

M. Bodenrader(1)

 

$

587,500

 

A. Ceesay(2)

 

$

2,850,000

 

R. Sanchez

 

$

4,000,000

 

J. Renger

 

$

4,000,000

 

 

(1)
In recognition of Mr. Bodenrader's service and achievements as interim Chief Financial Officer, a one-time special recognition grant of restricted stock units was awarded mid-year with an approximate grant date fair value of $500,000, which is not reflected in the table above.
(2)
Mr. Ceesay was hired on May 3, 2021. His annual LTI grant was prorated to reflect his actual time served with the company in 2021.

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Employment Agreements and Post-Employment Compensation

We maintain a severance benefits policy for specified C-Suite executives under which each senior executive officer that directly reports to our CEO (other than on a temporary basis) is eligible to receive severance benefits of cash, equity acceleration and benefit continuation upon qualifying terminations in connection with a change in control. We also provide severance protection to our executive officers outside of a change in control pursuant to individual employment agreements. We provide these benefits because we believe that severance protection is necessary to help our executives maintain their focus on the best interests of the Company when providing advice and making strategic decisions about potential corporate transactions or changes in control. We believe that this severance protection encourages effective leadership in the closing and integration of significant transactions affecting the Company. The terms of these arrangements and the amounts payable under them are described below for each NEO in “Executive Compensation Tables—Potential Payments upon Termination or Change in Control.” The material terms of our employment agreement with each NEO are described in “Executive Compensation Tables—Employment Arrangements with our NEOs.”

Other Compensation Policies and Practices

Stock Ownership Guidelines

In December 2021, our compensation committee approved our stock ownership guidelines, or the Guidelines. Our Chief Executive Officer (3x annual base salary), other executive officers who report directly to our Chief Executive Officer on an other than temporary basis (1x annual salary) and non-employee directors who are not affiliated with any stockholder of the Company that beneficially owns 1% or more of our outstanding common stock (3x annual cash retainer), which we refer to as Covered Individuals, are each required to own shares of our stock having at least as much value as a multiple of the Covered Individual’s annual base salary or annual base retainer, as applicable. Shares of common stock directly or indirectly beneficially owned by a Covered Individual, the net exercisable value of stock options of the Company beneficially owned by a Covered Individual and restricted stock units or restricted stock of the Company that are subject solely to time-based vesting conditions, whether vested or unvested, will count towards satisfaction of the Guidelines. Covered Individuals are required to achieve the applicable Guidelines five years after being first subject to the Guidelines and our compensation committee will review each Covered Individual’s compliance (or progress towards compliance) with the Guidelines annually. Our compensation committee may amend the Guidelines, waive or approve an exception to the Guidelines (for instance, in the event of a significant decline in our stock price, a court order such as a divorce settlement or other severe hardship) or impose such conditions, restrictions or limitations on any Covered Individual as it determines to be necessary or appropriate in order to achieve the purposes of the Guidelines.

Clawback Policy

In December 2021, our compensation committee approved our clawback policy. If we are required to prepare an accounting restatement due to (i) our material non-compliance with any financial reporting requirement and (ii) fraud or material misconduct by any Section 16 officer, or a Covered Officer, then the compensation committee may require the Covered Officer to repay to us any or all of the excess amount of incentive compensation that the Covered Officer would have received had such compensation been calculated based on the financial results reported in the restated financial statements. Incentive compensation covered under the policy includes annual performance-based cash bonus and equity incentive compensation received by the Covered Officer during the current fiscal year or the three-year period preceding the publication of the restated financial statements. We plan to revise our clawback policy to comply with the newly-enacted Section 10D of the Exchange Act and corresponding Nasdaq Listing Rule 5608.

Compensation Risk Assessment

We believe that, although a large portion of the compensation provided to our executive officers is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. Our compensation programs are designed to create a greater focus on long-term value creation while balancing the need to meet shorter-term goals. Our maintenance of stock ownership guidelines further mitigates risk taking. The framework and goals of our annual performance-based incentive plan are consistent for all employees with a maximum cap for all payouts. Furthermore, all compensation decisions for our executive officers are approved by our compensation committee.

In addition, our compensation committee is responsible for reviewing and approving the design, goals and payouts under our annual incentive plan and equity incentive program for our executive officers. Our compensation committee directly engages an independent compensation consultant who advises on market competitive and best practices, as well as any potential risks related to our compensation programs, including pay mix, compensation vehicles, pay for performance alignment, performance measures and goals, payout maximums, vesting periods and compensation committee oversight and independence. Based on all the factors mentioned, we believe our compensation policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

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Employee Benefit Programs

As part of our total compensation program, all full-time employees, including our NEOs, are eligible to participate in the same benefit programs. These programs include our tax-qualified retirement plan that provides an opportunity to save for retirement on a tax-advantaged basis. Plan participants are able to defer eligible compensation subject to applicable annual limits established by the Internal Revenue Code, as amended, and any regulations promulgated thereunder, or the Code. Employees’ pre-tax or Roth contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. We match each participant’s contribution up to a maximum of 6% of their eligible compensation. Our 401(k) plan is intended to be qualified under Section 401(a) of the Code with our 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code.

Our NEOs as well as the rest of our employee population are also eligible to participate in our employee stock purchase plan, medical, dental, vision, life and disability insurances.

We do not provide any additional perquisite or personal benefits to our NEOs or offer any non-qualified supplemental retirement plans.

Insider Trading, Hedging, Pledging and Other Policy Prohibitions

We maintain an insider trading policy that prohibits our employees, directors and contractors from engaging in pledging our securities as collateral for a loan or modifying an existing pledge, engaging in short sales of our securities, using our securities as collateral in a margin account, and/or buying or selling derivative securities of the Company or hedging transactions.

Tax and Accounting Implications of Compensation

Our compensation committee considers Section 162(m) of the Code, which limits the deductibility of certain compensation to $1.0 million per year for certain executive officers, when designing and establishing our executive compensation programs. However, our compensation committee ultimately believes that when making final compensation determinations, there are other factors that must be considered. These factors include our compensation philosophy and objectives and the ability to attract, retain and reward the executive talent needed to achieve our business goals. As such, our compensation committee may award compensation in excess of $1.0 million that is not exempt from the deduction limitations under Section 162(m) of the Code at any given time.

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718, or ASC Topic 718, for our share-based compensation awards to employees and directors. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables included herein, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their statements of operations over the period that an employee or director is required to render service in exchange for the option or other award. Our compensation committee considers the impact of ASC Topic 718 when making share-based compensation awards, but also considers other factors as described above.

Compensation Committee Report

The compensation committee has reviewed and discussed this Compensation Discussion and Analysis with our management. Based on these review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report.

Submitted by:

Doug Giordano, M.B.A. (Chairperson)

Deval Patrick, J.D.

Adam Koppel, M.D., Ph.D.

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EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by and paid to our NEOs for services rendered to us in all capacities for the years set forth below.

Name and Principal Position

 

Year

 

Salary
($)

 

 

Bonus
($)
(2)

 

 

Stock
Awards
($)
(3)

 

 

Option
Awards
($)
(4)

 

 

Non-Equity
Incentive
Compensation
($)
(5)

 

 

All Other
Compensation
($)
(6)

 

 

Total
($)

 

N. Anthony Coles, M.D.,

 

2022

 

 

642,735

 

 

 

 

 

 

 

 

 

10,085,985

 

 

 

496,706

 

 

 

 

 

 

11,225,426

 

Chairperson and Chief

 

2021

 

 

617,701

 

 

 

 

 

 

 

 

 

7,099,999

 

 

 

390,635

 

 

 

 

 

 

8,108,335

 

Executive Officer(1)

 

2020

 

 

600,000

 

 

 

 

 

 

 

 

 

1,499,999

 

 

 

444,000

 

 

 

198,000

 

 

 

2,741,999

 

Mark Bodenrader,

 

2022

 

 

337,712

 

 

 

 

 

 

499,994