Additionally, we and Ms. Lenington entered into a consulting agreement, effective as of October 1, 2024. The consulting agreement had a term from the effective date through the earlier of December 31, 2024 or earlier termination pursuant to its terms. During the consulting term, Ms. Lenington received a monthly fee of approximately $41,667 and her equity awards continued to vest pursuant to their terms. Ms. Lenington’s consulting arrangement with us terminated on December 31, 2024. Ms. Lenington’s consulting agreement provided for certain customary covenants, including confidentiality, intellectual property assignment, and indemnification covenants.
TIME-BASED OPTIONS
In February 2024, our compensation committee approved, or recommended that our board of directors approve, grants of stock options under the 2020 Equity Incentive Plan (the “2020 Plan”) to our named executive officers. Dr. Church, Mr. Worthington, Mr. Gengos and Ms. Lenington were awarded stock options equal to 220,000, 220,000, 280,000, and 300,000 shares, respectively, which were scheduled to vest monthly over four years, subject to continued service with us through the applicable vesting date. In February 2024, our compensation committee recommended, and our board of directors approved, a grant of stock options under the 2020 Plan of 650,000 shares to Dr. Litton, which vests monthly over four years, subject to continued service with us through the applicable vesting date. Following the expiration of the applicable post-termination exercise period, such options granted to Mr. Gengos and Ms. Lenington are no longer outstanding.
RETENTION EQUITY AWARDS
In October 2024, our compensation committee approved, or recommended that our board of directors approve, the grant of retention equity awards under the 2020 Plan to each of Drs. Litton and Church and Mr. Worthington in the form of stock options and RSUs.
Our compensation committee awarded to each of Dr. Church and Mr. Worthington 110,000 stock options and 110,000 RSUs, and our board of directors awarded to Dr. Litton 325,000 stock options and 325,000 RSUs, which were scheduled to vest in accordance with the following schedule: one-third (1/3rd) of each award vested December 31, 2024 and one-third (1/3rd) of each award is scheduled to vest on June 30, 2025 and December 31, 2025, subject to continued service with us through the applicable vesting date.
In addition to the accelerated vesting provisions of our 2020 EIP described below, upon a Qualifying Merger (as defined in the applicable award agreement), each of the aforementioned retention equity awards will accelerate vesting in full, subject to the applicable named executive officer’s continued service to us through the date of such Qualifying Merger.
CERTAIN RSU AWARDS GRANTED IN PRIOR YEARS
Our compensation committee approved grants of 30,000 RSUs to each of Dr. Church, Mr. Worthington, and Ms. Lenington, and our board of directors approved a grant of 60,000 RSUs to Dr. Litton, in November 2021, and 10,000 RSUs to Mr. Gengos in May 2023, under the Company’s 2020 Equity Incentive Plan to provide additional performance incentives aligned with key strategic goals.
In December 2022, our compensation committee revised the vesting schedule of the RSU awards held by Dr. Church, Mr. Worthington, Ms. Lenington and Dr. Litton due to changed circumstances relating to the performance goals under the original vesting schedule (which revised vesting schedule was then applied to Mr. Gengos’s RSUs). At the time of such amendment, one third (1/3rd) of the number of shares subject to the RSU awards had vested upon the completion of the public readout of topline results of the Company’s ACT-AD Phase 2 clinical trial in June 2022. The original vesting schedule provided that an additional one third (1/3rd) of the number of shares subject to the RSU awards would vest at the completion of the public readout of topline results of the Company’s LIFT-AD Phase 2/3 clinical trial (the “LIFT-AD Readout”), and the remaining one third (1/3rd) of the number of shares subject to the RSU awards would be scheduled to vest six (6) months after the LIFT-AD Readout, in each case subject to the recipient’s continued service with us through the applicable vesting date. The vesting schedule was amended (or, for Mr. Gengos, applied) with respect to the remaining two-thirds (2/3rds) of the shares subject to the RSU awards that remained unvested at the time of the amendment, to provide that one third (1/3rd) of the number of shares subject to the RSU awards would vest at the date our compensation committee determined that enrollment of the Company’s LIFT-AD Phase 2/3 clinical trial had been completed (which occurred in January 2024), and the remaining one third (1/3rd) of the number of shares subject to the RSU awards would vest at the completion of the LIFT-AD Readout (which occurred in September 2024), in each case subject to the recipient’s continued service with us through the applicable vesting date.
