SEC Form DEF 14A filed by 4D Molecular Therapeutics Inc.

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Definitive Proxy Statement

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No fee required.

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1.

To elect three Class II directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected;

2.

To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of PricewaterhouseCoopers LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;

3.

To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers (“say-on-pay vote”);

4.

To approve, on an advisory and non-binding basis, the frequency of future advisory say-on-pay votes; and

5.

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

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The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

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Proposal 1—the election of three Class II directors to hold office until our 2028 annual meeting of stockholders.

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Proposal 2—the ratification of the selection, by the Audit Committee of our Board, of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the year ending December 31, 2025.

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Proposal 3—the approval, on an advisory, non-binding basis, of the compensation of our named executive officers (“say-on-pay vote”); and

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Proposal 4—the frequency of approval, on an advisory, non-binding basis, of future advisory say-on-pay votes.

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For Proposal 1, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify.

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For Proposal 2, you may either vote “For” or “Against” or abstain from voting.

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For Proposal 3, you may either vote “For” or “Against” or abstain from voting.

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For Proposal 4, you may vote for “One Year,” “Two Years,” or “Three Years.”

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To vote by attending the virtual Annual Meeting, vote your shares at www.virtualshareholdermeeting.com/FDMT2025 during the Annual Meeting. You will need the 16-digit control number which appears on the Notice of Internet Availability or, if you received a paper copy of the proxy materials by mail, the accompanying Proxy Card (printed in the box and marked by the arrow). For additional details on the virtual meeting, please see page 5 of this Proxy Statement.

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To vote using the Proxy Card, if you received a paper copy of the proxy materials by mail, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.

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To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability.

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To vote by proxy over telephone, call the toll free number found on the Notice of Internet Availability.

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“For” the election of each of the three nominees for director.

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“For” the ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

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“For” the approval, on an advisory, non-binding basis, of the compensation of our named executive officers; and

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“One Year” as the frequency of approval, on an advisory, non-binding basis, of future advisory say-on-pay votes.

1.

You may submit another properly completed proxy with a later date. This includes changing your vote using the online voting method, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.

2.

You may send a written notice that you are revoking your proxy and returning a new proxy card or voting instruction form dated as of a later date to our Chief Legal Officer and Corporate Secretary at 5858 Horton Street #455, Emeryville, CA 94608, in which case only your latest proxy card or voting instruction form received prior to the Annual Meeting will be counted.

3.

You may attend the virtual Annual Meeting and vote at the meeting by following the instructions described above. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

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Class I director: David Kirn, M.D., whose current term will expire at the annual meeting of stockholders to be held in 2027;

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Class II directors: Jacob Chacko, M.D., MBA, Susannah Gray, MBA and Charles Theuer, M.D., Ph.D., whose current terms will expire at the Annual Meeting; and

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Class III directors: Nancy Miller-Rich, John F. Milligan, Ph.D. and Shawn Cline Tomasello, MBA, whose current terms will expire at the annual meeting of stockholders to be held in 2026.

(1)

Member of the Science and Technology Committee.

(2)

Member of the Audit Committee.

(3)

Member of the Nominating and Corporate Governance Committee.

(4)

Member of the Compensation Committee.

(1)

Audit fees of PwC for the years ended December 31, 2023 and 2024 were for professional services rendered for the audits of our financial statements, including reviews of quarterly financial statements and professional services rendered in connection with our registration statements. Fees for 2023 and 2024 include $125,000 and $391,000 in fees, respectively, for services associated with our Open Market Sales Agreement activities related to the year ended December 31, 2023 and December 31, 2024, respectively.

(2)

All Other Fees for 2024 included $200,000 in fees for services associated with the pre-implementation assessment of our accounting and payroll systems.

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appoints our independent registered public accounting firm;

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evaluates the independent registered public accounting firm’s qualifications, independence and performance;

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determines the engagement of the independent registered public accounting firm;

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reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services;

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reviews and approves related party transactions;

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establishes procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters;

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discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

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approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

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monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;

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discusses on a periodic basis, or as appropriate, with management our policies and procedures with respect to risk assessment and risk management;

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is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

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annually reviews and assesses internal controls and treasury functions including cash management procedures;

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investigates any reports received through the ethics helpline and reports to our Board periodically with respect to the information received through the ethics helpline and any related investigations;

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reviews our critical accounting policies and estimates;

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reviews our procedures and controls related to cybersecurity;

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reviews and approves our insurance coverages; and

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reviews the Audit Committee charter and the committee’s performance at least annually.

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experience in corporate management, such as serving as an officer or former officer of a publicly held company;

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experience as a board member of another publicly held company;

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professional and academic experience relevant to the Company’s industry;

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strength of the candidate’s leadership skills;

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experience in finance and accounting and / or executive compensation practices;

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whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable; and

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geographic background, gender, age and ethnicity, as well as other factors relevant to Board diversity as defined under applicable law.

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Each non-employee director received an annual cash retainer in the amount of $40,000 per year.

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The chairperson of the Audit Committee received additional annual cash compensation in the amount of $20,000 per year for such chairperson’s service on the Audit Committee. Each non-chairperson member of the Audit Committee received additional annual cash compensation in the amount of $10,000 per year for such member’s service on the Audit Committee.

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The chairperson of the Compensation Committee received additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the Compensation Committee. Each non-chairperson member of the Compensation Committee received additional annual cash compensation in the amount of $7,500 per year for such member’s service on the Compensation Committee.

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The chairperson of the Nominating and Corporate Governance Committee received additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance committee received additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee.

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The chairperson of the Science and Technology Committee received additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the Science and Technology Committee. Each non-chairperson member of the Science and Technology Committee received additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Science and Technology Committee.

(1)

Amounts reported represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director for their service as a director during 2024, including any annual retainer fees and committee and/or chairmanship fees. Cash fees are paid quarterly in arrears.

(2)

Amounts shown represent the grant date fair value of stock options granted during fiscal year 2024 as calculated in accordance with FASB ASC Topic 718. See Item 12 of the financial statements and the subsection entitled “Stock-Based Compensation Expense” included in our Form 10-K filed on February 28, 2025 for the assumptions used in calculating these amounts.

(3)

All options were granted under the Plan and have an exercise price equal to the fair market value of our common stock on the grant date. The options granted represent the annual option grant described in the narrative above and vest as to 33.3% of the underlying shares on the first anniversary of the date of grant and as to 1/36^th of the underlying shares on each monthly anniversary thereafter, subject to the respective director’s continued service through each applicable vesting date.

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David Kirn, M.D., our Chief Executive Officer;

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Fariborz Kamal, Ph.D., our President and Chief Operating Officer; and

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Uneek Mehra, our Chief Business and Financial Medical Officer

(1)

Amounts shown represent the grant date fair value of options granted as calculated in accordance with ASC Topic 718. No options were granted in fiscal year 2024.

(2)

Amounts represent the annual performance-based cash bonuses earned by our NEOs based on the achievement of certain corporate performance objectives during 2024. For fiscal year 2024, these amounts were paid to the NEOs in early 2025. Please see the descriptions of the annual performance bonuses paid to our NEOs under “2024 Bonuses” below.

(3)

The amount reported in 2024 for Dr. Kirn includes Company’s match of his contributions to our 401(k) plan of $17,250 and a one-time cash payment of $36,311 paid in lieu of accrued and unused vacation as of December 31, 2024 as a result of the Company’s transition of its Human Resources services from a third party.

(4)

The amounts reported in 2024 for Mr. Mehra represents the sign-on bonus paid in connection with the start of his employment in September 2023.

(5)

The amount reported in 2024 for Dr. Kamal represents a one-time cash payment paid in lieu of accrued and unused vacation as of December 31, 2024 as a result of the Company’s transition of its Human Resources services from a third party.

(1)

Except as otherwise noted, the option vests as to 1/48^th of the shares on each monthly anniversary of the vesting commencement date, such that all awards will be vested on the four year anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date. Please see the descriptions of the change in control severance agreements which our NEOs are party to under “Executive Compensation Arrangements” below for a description of the accelerated vesting of the options on a qualifying termination in connection with a change in control.

(2)

The option vests as to 25% of the shares on the one year anniversary of the vesting commencement date and vest as to 1/48^th of the shares monthly thereafter, such that all awards will be vested on the four year anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through such vesting date.

(1)

Includes the 4D Molecular Therapeutics 2015 Equity Incentive Plan, 2020 Incentive Award Plan, and 2020 Employee Stock Purchase Plan. The number of shares of common stock that may be issued pursuant to outstanding awards under the 2015 Equity Incentive Plan and the 2020 Incentive Award Plan include 9,337,000 shares subject to stock options. The weighted average exercise price shown is for stock options; other outstanding awards had no exercise price. No new awards may be made under the 2015 Equity Incentive Plan.

(2)

The 2020 Incentive Plan and the 2020 Employee Stock Purchase Plan contain “evergreen” provisions, pursuant to which (i) the number of shares of common stock reserved for issuance pursuant to awards under the 2020 Incentive Award Plan shall be increased on the first day of each year beginning in 2021 and ending in 2030, equal to the lesser of (A) five percent (5.0%) of the shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (B) such smaller number of shares of common stock as determined by our board of directors; provided, however, that no more than 18,000,000 shares of common stock may be issued upon the exercise of incentive stock options, and (ii) the number of shares of common stock which will be authorized for sale under our 2020 Employee Stock Purchase Plan shall be increased on the first day of each year beginning in 2021 and ending in 2030, equal to the lesser of (A) one percent (1.0%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year, and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, that no more than 15,000,000 shares of stock may be issued under the plan.

(3)

Includes 192,598 shares that were available for future issuances as of December 31, 2024 under the 2020 Employee Stock Purchase Plan, which allows eligible employees to purchase shares of common stock with accumulated payroll deductions. Approximately 133,238 shares may be issued with respect to the Employee Stock Purchase Plan purchase period in effect as of December 31, 2024 that ends on May 15, 2025, based on enrollment as of December 31, 2024 and assuming a purchase price equal to 85% of the closing price of our Common Stock on the date as of the beginning of the applicable offering period.

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each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of our common stock;

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each of our directors;

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each of our NEOs; and

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all directors and executive officers as a group.

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Indicates beneficial ownership of less than 1% of the total outstanding common stock.

(1)

Consists of 4,564,867 shares of our common stock held by RA Capital Healthcare Fund, L.P. (the “Fund”), as reported on a Schedule 13G/A filed with the SEC on February 14, 2025. The Fund directly holds 4,564,867 shares of Common Stock and pre-funded warrants (“Pre-Funded Warrants”) exercisable for up to 3,610,000 shares of our common stock. The Pre-Funded Warrants contain a provision (the “Beneficial Ownership Blocker”), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund,

(2)

Consists of the following amounts beneficially owned, as reported by Biotechnology Value Fund, L.P. (“BVF”) and affiliated entities on a Schedule 13G/A filed with the SEC on February 14, 2025: (i) BVF beneficially owned 1,828,118 shares, excluding 3,062,000 shares underlying certain outstanding pre-funded warrants, (ii) Biotechnology Value Fund II, L.P. (“BVF2”) beneficially owned 1,119,674 shares, excluding 2,378,000 shares underlying certain outstanding pre-funded warrants and (iii) Biotechnology Value Trading Fund OS LP (“Trading Fund OS”) beneficially owned 204,375 shares, excluding 240,000 shares underlying certain outstanding pre-funded warrants. BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own the shares beneficially owned by BVF. BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the shares beneficially owned by BVF2. BVF Partners OS Ltd. (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the shares beneficially owned by Trading Fund OS. BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF and BVF2. BVF Partners L.P. (“Partners”), as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in certain Partners managed accounts (the “Partners Managed Accounts”), including 64,515 shares held and excluding 95,000 shares underlying certain outstanding pre-funded warrants held in the Partners Managed Accounts. Pre-funded warrants described herein are subject to beneficial ownership limitations that preclude BVF from exercising any portion of them to the extent that, following the exercise, BVF’s beneficial ownership of common stock would exceed 9.99% of the total number of outstanding shares. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 4,834,297 shares beneficially owned by Partners. Mark N. Lampert (“Mr. Lampert”), as a director and officer of BVF Inc., may be deemed to beneficially own the 4,834,297 shares beneficially owned by BVF Inc. The foregoing should not be construed in and of itself as an admission by any such reporting persons as to beneficial ownership of any shares owned by another reporting person. BVF GP disclaims beneficial ownership of the shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Accounts. The business address of BVF is 44 Montgomery St., 40^th Floor, San Francisco, CA 94104.

(3)

Consists of 4,423,435 shares of our common stock held jointly by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC as reported on a Schedule 13G/A filed with the SEC on February 10, 2025. The business address of each of The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC is 200 West Street, New York, NY 10282.

(4)

Consists of 3,615,316 shares of our common stock held by BlackRock, Inc. as reported by BlackRock, Inc. on a Schedule 13G/A filed with the SEC on April 17, 2025. BlackRock, Inc. reported sole voting power as to 3,576,177 shares of common stock, and reported sole dispositive power as to 3,615,316 shares of common stock. The business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001

(5)

Consists of (i) 740,616 shares of common stock held by Venrock Healthcare Capital Partners III, L.P. (“Venrock”), (ii) 74,094 shares held by VHCP Co-Investment Holdings III, LLC and (iii) 2,137,661 shares held by Venrock Healthcare Capital Partners EG, L.P., as reported on a Schedule 13G/A filed with the SEC on February 14, 2025. VHCP Management III, LLC is the general partner of Venrock Healthcare Capital Partners III, L.P. and the manager of VHCP Co-Investment Holdings III, LLC. VHCP Management EG, LLC is the general partner.

(6)

Consists of 2,767,717 shares of our common stock held by The Vanguard Group as reported on a Schedule 13G/A filed with the SEC on November 12, 2024. The Vanguard Group reported shared voting power as to 66,478 shares of common stock, reported sole dispositive power as to 2,672,574 shares of common stock and reported shared dispositive power as to 95,143 shares of common stock. The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(7)

Consists of (i) 1,059,153 shares of our common stock held directly by David Kirn, M.D., (ii) 616,615 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2025 held directly by Dr. Kirn, and (iii) 600,000 shares of common stock held by family trusts over which Dr. Kirn acts as investment advisor.

(8)

Consists of 100,000 shares of our common stock directly held by the John F. Milligan & Kathryn Bradford Milligan Trust, and (ii) 434,174 shares of our common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 21, 2025 held directly by John. F. Milligan.