NARRATIVE DISCLOSURE TO COMPENSATION TABLES
BONUS COMPENSATION
From
time to time our compensation and talent committee may approve bonuses for our NEOs based on achievement of certain corporate objectives. Pursuant to their respective employment letter agreements, each NEO has an established target annual bonus
amount. For 2021, our NEOs target bonuses, expressed as a percentage of annual base salary, were for each of Messrs. Simpson and Russo and Ms. Bekiroglu 50%, 40%, and 40%, respectively.
Following its review of our performance during 2021, the compensation and talent committee determined to award each of our named executive
officers an annual bonus equal to 125% of his or her target bonus for 2021 (with Mr. Russos and Ms. Bekiroglus bonuses prorated based on their respective employment commencement dates). The compensation and talent committee
took into account its review of the Companys success and significant Company achievement in 2021, including the consummation of our Series B financing, our initial public offering and our success in accomplishing our pre-clinical, clinical and manufacturing goals, including the initiation of clinical trials of IVX-411 and IVX-121.
The annual performance bonuses paid to our named executive officers for 2021 are set forth in the Summary Compensation Table above.
EQUITY-BASED INCENTIVE AWARDS
Our equity-based incentive awards are designed to align our interests and the interests of our stockholders with those of our employees and executive officers. Our board of directors and compensation and talent committee are
responsible for approving equity grants. We typically grant equity awards to new hires upon their commencing employment with us, and annual awards as needed for ongoing employees. Generally, our equity awards vest over four years, subject to the
employees continued service with us on each vesting date.
On January 29, 2021 in connection with the closing of the second
tranche of our Series A financing, we granted Mr. Simpson an option to purchase 512,534 shares of our common stock. This option vests as to 25% of the underlying shares on the one-year anniversary of
the grant date, and the remainder vests in equal monthly installments over the three-year period thereafter, subject to Mr. Simpsons continued service through each vesting date. The options were granted at an exercise price of
$1.04 per share, which was the fair market value of a share of our common stock on the grant date.
On April 12, 2021
following the closing of our Series B financing, we granted Mr. Simpson an option to purchase 1,347,546 shares of our common stock. This options vests as to 25% of the underlying shares on the one-year
anniversary of the grant date, and the remainder vests in equal monthly installments over the three-year period thereafter, subject to Mr. Simpsons continued service through each vesting date. The options were granted at an exercise price
of $5.90 per share, which was the fair market value of a share of our common stock on the grant date.
In connection with his
commencement of employment, we granted Mr. Russo an option to purchase 376,590 shares of our common stock. The option vests as to 25% of the underlying shares on the one-year anniversary of the date that
Ms. Russo commenced employment with us and the remainder vests in equal monthly installments over the three-year period thereafter, subject to Mr. Russos continued service through each vesting date. The option was granted with an
exercise price per share of $7.44 which was the fair market value of a share of our common stock on the grant date.
In July 2021, in
connection with our initial public offering, our board of directors approved the grant of stock option and restricted stock unit (RSU) awards pursuant to our 2021 Incentive Award Plan (the 2021 Plan) to Messrs. Simpson and
Russo. The number of shares of our common stock subject to the options and the RSUs, respectively, are as follows: Mr. Simpson, 375,000 and 125,000; and Mr. Russo, 97,500 and 32,500. The options were granted with an exercise price per
share of $15.00, which is equal to the initial price to the public of our common stock in our initial public offering. The options vest in equal monthly installments over the four years following the grant date, subject to continued service through
each vesting date. The RSUs will vest in four equal annual installments on the first four anniversaries of the grant date, subject to continued service through each vesting date.