meetings. The Chief Executive Officer does not participate in, and is not present during, any deliberations or determinations of the Compensation Committee regarding his compensation or
individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and our personnel. In addition, under its charter, the Compensation Committee has the
authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisers and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its
duties. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain
compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultants reasonable fees and other retention terms.
Under its charter, to the extent required by SEC and Nasdaq rules, the Compensation Committee may select, or receive advice from, a compensation consultant,
legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by
the SEC and Nasdaq, that bear upon the advisers independence; however, there is no requirement that any adviser be independent.
In September 2021,
after taking into account the six factors prescribed by the SEC and Nasdaq referenced above, we re-engaged Radford, an Aon Hewitt Company, as our compensation consultant. As part of its engagement,
Radford was requested by the Compensation Committee to re-evaluate the peer group of comparative companies and to undertake a market comparison analysis to assist with evaluating salary, bonus and
equity compensation for our executives, including our named executive officers, for 2022. Radford developed an updated peer group and related recommendations that were presented to the Compensation Committee for its consideration in evaluating and
approving salary, bonus and equity compensation decisions for our named executive officers for 2022. The publicly-traded peer companies selected and used as part of Radfords market compensation analysis for 2022 were: Alpine Immune Sciences,
Inc., Aridis Pharmaceuticals, Inc., aTyr Pharma, Inc., Eledon Pharmaceuticals, Inc., Calithera Biosciences, Inc., Catalyst Biosciences, Inc., Cidara Therapeutics, Inc., Corvus Pharmaceuticals, Inc., Evelo Biosciences, Inc., Gristone bio, Inc.,
Immunic, Inc., Jounce Therapeutics, Inc., Kezar Life Sciences, Inc., Mustang Bio, Inc., Oncternal Therapeutics, Inc., Otonomy, Inc., PhaseBio Pharmaceuticals, Inc., Pieris Pharmaceuticals, Inc., Soleno Therapeutics, Inc., Surface Oncology, Inc. and
Unity Biotechnology, Inc.
The Compensation Committee holds one or more meetings at the end of the year and/or during the first quarter of the year to
discuss and make recommendations to the Board for annual compensation adjustments, annual bonuses, annual equity awards, and new corporate performance objectives. However, the Compensation Committee also considers matters related to individual
compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at
various meetings throughout the year. Generally, the Compensation Committees process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For
executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive
Officer, the evaluation of his performance is conducted by the Compensation Committee. 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, tax and accounting 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, compensation data from comparative companies, compensation surveys, and recommendations of any
compensation consultant, if applicable.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board is responsible for identifying, reviewing and evaluating candidates to serve as our directors
(consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, selecting or recommending to the Board for selection candidates for election to the Board, making recommendations to the Board regarding the membership
of the committees of the Board, assessing the performance of the Board, and developing a set of corporate governance principles for us.
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