Other preliminary proxy statements



BGCOLOR="WHITE">




Table of Contents










UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549










SCHEDULE 14A




(Rule 14a-101)




Proxy Statement Pursuant to Section 14(a) of the




Securities Exchange Act of 1934









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 Pursuant to Section 240.14a-12



ALLENA
PHARMACEUTICALS, 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 the appropriate box):
























































































No fee required.






Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.






(1)



Title of each class of securities to which transaction applies:









(2)



Aggregate number of securities to which transaction applies:









(3)



Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):









(4)



Proposed maximum aggregate value of transaction:









(5)



Total fee paid:












Fee paid previously with preliminary materials.






























































Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.






(1)



Amount previously paid:









(2)



Form, Schedule or Registration Statement No.:









(3)



Filing party:









(4)



Date Filed:





















Table of Contents





LOGO




One Newton Executive Park




Suite 202




Newton, MA
02462




April     , 2021



Dear Allena Stockholder:



We are pleased to invite you to
attend our 2021 Annual Meeting of Stockholders, or the Annual Meeting. The Annual Meeting will be held on June 3, 2021, at 10:00 a.m., local time via live webcast. You will be able to attend the Annual Meeting, vote, and submit your questions
during the meeting via live webcast through the link www.proxydocs.com/ALNA and entering your control number, which can be found on your proxy card. Prior registration to attend the Annual Meeting at www.proxydocs.com/ALNA is required by 5:00 p.m.
Eastern Time on June 1, 2021.



We have adopted this technology to expand access to the meeting, improve communications and impose lower costs on our
stockholders, the company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world. The online format allows us to communicate more effectively via a

pre-meeting

forum that you can enter by visiting www.proxydocs.com/ALNA and entering your control number. Additionally, given the continued concerns around

COVID-19,

the
virtual meeting format allows us to continue to proceed with the meeting while mitigating the potential health and safety risks to participants.



Enclosed
are the following:













•



Our Notice of Annual Meeting of Stockholders, or the Notice, and proxy statement;














•



Our 2020 Annual Report; and














•



A proxy card with a return envelope to record your vote.




The Notice lists the matters to be considered at the Annual Meeting, and the proxy statement describes the matters listed in the Notice.



If you were either a stockholder of record as of April 5, 2021, or held shares as of April 5, 2021 that were not registered in your own name, but
rather were registered in the name of a bank, broker or other institution, you will receive a Notice Regarding Internet Availability of Proxy Materials with instructions that you must follow for your shares to be voted.



Your vote at the Annual Meeting is important. Whether or not you plan to attend the Annual Meeting in person, we ask that you vote as soon as possible by
proxy so that your shares are represented at the Annual Meeting. We appreciate your participation and your interest in Allena Pharmaceuticals, Inc.





























Sincerely,


LOGO


Louis Brenner, M.D.

President and Chief Executive Officer, Director










Table of Contents






NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS



To our Stockholders:



The 2021 Annual Meeting of Stockholders
of Allena Pharmaceuticals, Inc., or the Annual Meeting, will be held on Thursday, June 3, 2021, at 10:00 a.m., local time via live webcast, for the following purposes:



1. To elect two Class I directors as nominated by our Board of Directors, each to serve a three-year term expiring at the 2024 Annual Meeting of
Stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.



2. To ratify
the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.



3.
To approve an amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of our common stock, par value $0.001 per share, from 125,000,000 shares to 200,000,000 shares.



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



These items of business are more fully described in the proxy statement accompanying this notice. The record date for the Annual Meeting was April 5,
2021. Only stockholders of record as of the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof.



For stockholders of record and stockholders who hold shares in street name through a bank, broker or other institution as of the record date, we will provide
access to our proxy materials, including our 2020 Annual Report, via the Internet at www.voteproxy.com. Accordingly, on or about April     , 2021, we will begin mailing a Notice Regarding Internet Availability of Proxy Materials
to all stockholders of record and stockholders who held shares in street name as of the record date notifying them that, among other things, they can access our proxy materials and request to receive a printed set of proxy materials at
www.proxydocs.com/ALNA.




WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIA THE LIVE WEBCAST AND REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR
VOTE IS VERY IMPORTANT. PLEASE VOTE AS PROMPTLY AS POSSIBLE.


























BY ORDER OF THE BOARD OF DIRECTORS


LOGO



Louis Brenner, M.D.



President and Chief
Executive Officer, Director





Dated: April     , 2021










Table of Contents








TABLE OF CONTENTS



























































































































































































































































































































































































Page







EXPLANATORY NOTE





1






QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING





1






PROPOSAL 1 ELECTION OF DIRECTORS





6






Nominees for Election as Director





6






Vote Required





7






Our Recommendation





7






Directors Continuing in Office





8






Information about Our Executive Officers





9






Information about the Board of Directors and Corporate
Governance





10






PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





16






Vote Required





16






Our Recommendation





16







Pre-Approval

Policies and Procedures





16






PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 125,000,000 SHARES TO 200,000,000 SHARES





17






Vote Required





17






Our Recommendation





17






Form of Amendment





17






Purpose for the Increase in Authorized Shares





17






Rights of Additional Authorized Shares





18






Potential Adverse Effects of the Amendment





18






Effectiveness of the Amendment





18






EXECUTIVE COMPENSATION





19






DIRECTOR COMPENSATION





24






TRANSACTIONS WITH RELATED PERSONS





26






Policies and Procedures for Related Person Transactions





26






Certain Related-Person Transactions





26






SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





28






SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS





30






STOCKHOLDER PROPOSALS AND NOMINATIONS





31






OTHER MATTERS





31






AVAILABILITY OF CERTAIN DOCUMENTS





31






APPENDIX A: CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF ALLENA PHARMACEUTICALS, INC.










i










Table of Contents






PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS




TO BE HELD ON JUNE 3, 2021






EXPLANATORY NOTE



We are an “emerging growth company” under applicable federal securities laws and therefore permitted to take advantage of certain reduced public
company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, including the compensation disclosures required
of a “smaller reporting company,” as that term is defined in Rule

12b-2

promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, as an emerging growth
company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an “emerging growth company”
until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) December 31, 2022; (iii) the date on which we have issued more than $1 billion in
nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities Exchange Commission, or SEC.






QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING




PROXY STATEMENT—2021 ANNUAL MEETING OF STOCKHOLDERS



This proxy statement contains information about the 2021 Annual Meeting of Stockholders, or the Annual Meeting, of Allena Pharmaceuticals, Inc., a Delaware
corporation, including any postponements or adjournments of the Annual Meeting. The Annual Meeting will be held on June 3, 2021, at 10:00 a.m., local time via live webcast. The proxy materials and our 2020 annual report can be accessed by
following the instructions in the Notice (www.proxydocs.com/ALNA) as well as online at our Investor Relations website at http://ir.allenapharma.com/investor-relations. Prior registration to attend the Annual Meeting at www.proxydocs.com/ALNA is
required by 5:00 p.m. Eastern Time on June 1, 2021, or the Registration Deadline.



In this proxy statement, we sometimes refer to Allena
Pharmaceuticals, Inc. and its subsidiaries as “Allena,” the “Company,” “we,” “us,” or “our.”



This proxy
statement contains important information for you to consider when deciding how to vote on the matters for which we are soliciting proxies. Please read it carefully.




Who Can Vote?



Only stockholders of record at the close
of business on April 5, 2021, the record date, are entitled to vote at the Annual Meeting. On the record date, there were 56,938,327 shares of our common stock outstanding and entitled to vote. Each share of common stock is entitled to one
vote.





Stockholder of Record: Shares Registered in Your Name




If, on the record date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a
stockholder of record, and you can vote your shares at the Annual Meeting by one of the methods described below in the section entitled “How Do I Vote and When is the Deadline for Voting?”





Beneficial Owner: Shares Registered in the Name of a Broker or Bank




If, on the record date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner
of shares held in “street name” and you may vote your shares at the Annual Meeting by one of the methods described below in the section entitled “How Do I Vote and When is the Deadline for Voting?”





1










Table of Contents






How Will I Receive Proxy Materials?



On or about April     , 2021, we will begin mailing a Notice Regarding Internet Availability of Proxy Materials, or the Notice, to all
stockholders of record and stockholders who held shares in street name as of the close of business on April 5, 2021. We have posted our proxy materials on the website referenced in the Notice (www.proxydocs.com/ALNA). You may choose to access
our proxy materials on the website referenced in the Notice or may request to receive a printed set of our proxy materials by either writing to our Investor Relations Department, Allena Pharmaceuticals, Inc., One Newton Executive Park, Suite 202,
Newton, MA 02462 or

e-mailing

paper@investorelections.com.




What Proposals Will Be Presented at the Annual
Meeting and What Are the Voting Recommendations of the Board of Directors?



The proposals that will be presented at the Annual Meeting and our Board of
Directors’ voting recommendations are set forth in the table below:
























































Proposal





Board of Directors’


Voting


Recommendation


(1)


Elect two Class I directors, as nominated by our Board of Directors, each to serve a

three-year

term until our 2024 Annual Meeting of Stockholders and until his or her successor has been
duly elected and qualified, or until his or her earlier death, resignation or removal.


FOR each nominee




(2)


Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021.


FOR ratification




(3)


Approve an amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of our common stock from 125,000,000 shares to 200,000,000 shares.


FOR approval


We will also consider any other business that properly comes before the Annual Meeting. We are not currently aware of any
other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the enclosed proxy card will vote the shares in their discretion.




How Do I Vote and When is the Deadline for Voting?



Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the Annual Meeting.





Stockholder of Record




If your shares are
registered directly in your name, you may vote:













•




By mail

. Complete and mail the enclosed proxy card in the enclosed postage prepaid envelope. Your proxy
will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our Board of Directors. Your proxy card must be received on or before June 2,
2021, to be counted.














•




In attendance at the Annual Meeting

. You may vote during the virtual meeting through
www.proxydocs.com/ALNA. To be admitted to the Annual Meeting and vote your shares, you must register by the Registration Deadline and provide the control number as described in the proxy card mailed to you. After completion of your registration by
the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.






2










Table of Contents













•




By telephone

. You may vote over the telephone by calling toll-free


866-229-3489


in the U.S. and following the recorded instructions. Please have your proxy card available when you call. Your vote must be received by 11:59 p.m. Eastern Daylight Time on June 2, 2021, to
be counted.














•




Over the Internet

. You may vote via the Internet by going to www.proxypush.com/ALNA and following the

on-screen

instructions. Please have your proxy card available when you access the webpage. Your vote must be received by 11:59 p.m. Eastern Daylight Time on June 2, 2021, to be counted.






Hold Shares in Street Name




If you hold shares in
street name, the organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. The stockholder of record will provide you with instructions on how to vote your shares. Internet and telephone
voting will be offered to stockholders owning shares through most banks and brokers. Additionally, if you would like to vote at the Annual Meeting via live webcast so long as you register to attend the Annual Meeting by the Registration Deadline,
contact the broker or other nominee who holds your shares to obtain a broker’s proxy card, and bring it with you to the Annual Meeting. You will not be able to vote at the Annual Meeting unless you have a proxy card from your broker. After
completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.




How Many Votes Do I Have?



Each share of common stock
that you own as of the record date entitles you to one vote on each matter to be voted on at the Annual Meeting.




What If I Return a Proxy Card But Do
Not Make Specific Choices?



If you return a signed and dated proxy card without marking any voting selections, your shares will be voted on the matters
as recommended by our Board of Directors.




Will My Shares Be Voted if I Do Not Return My Proxy Card or Vote by the Deadline?



If you are a stockholder of record, your shares will not be voted if you do not vote using one of the methods described in the section above entitled “How
Do I Vote and When is the Deadline for Voting?” in advance of the deadline.



If your shares are held in street name, and you do not provide voting
instructions to the bank, broker or other nominee that holds your shares as described above under “How Do I Vote and When is the Deadline for Voting?,” the bank, broker or other nominee may exercise discretionary authority to vote on
routine proposals, but may not vote on

non-routine

proposals. If your bank, broker or nominee votes on a routine proposal, the shares that cannot be voted on

non-routine

matters by the bank, broker or nominee that holds your shares are called broker

non-votes.

Broker

non-votes

will be deemed present at the Annual Meeting for purposes of
determining whether a quorum exists for the Annual Meeting.



The election of directors (Proposal No. 1) is considered

non-routine

under applicable rules. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021
(Proposal No. 2) is considered routine under applicable rules. The approval of an amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of our common stock from 125,000,000 shares to
200,000,000 shares (Proposal No. 3) is considered routine under applicable rules.



We encourage you to provide voting instructions to the bank,
broker or other nominee that holds your shares. This ensures your shares will be voted at the Annual Meeting in the manner you desire.





3










Table of Contents






May I Revoke My Proxy?



If you give a proxy, you may revoke your proxy at any time before the Annual Meeting in any one of the following ways:













•



signing a new proxy card, and submitting it as instructed above in advance of the deadline;














•



notifying the Company’s Secretary in writing before the Annual Meeting that you have revoked your proxy; or














•



attending the Annual Meeting via the live webcast and voting if you are a stockholder of record (attending the
Annual Meeting via the live webcast will not in and of itself revoke a previously submitted proxy unless you specifically request it).





What If I Receive More Than One Proxy Card?



You may
receive more than one proxy card or voting instruction form if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How Do I Vote and
When is the Deadline for Voting?” for each account to ensure that all of your shares are voted.




What Vote is Required to Approve Each Proposal?



Proposal No. 1 – the election of two Class I directors – requires an affirmative vote of a plurality of the shares of our common
stock entitled to vote on the proposal that are present via the live webcast or represented by proxy at the Annual Meeting and vote on the proposal.



Proposal No. 2 – the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm –
requires the affirmative vote of a majority of the shares of our common stock entitled to vote on the proposal that are present via the live webcast or represented by proxy at the Annual Meeting and vote on the proposal. This vote is

non-binding.

However, if stockholders fail to ratify the selection of Ernst & Young LLP, the audit committee of our Board of Directors will reconsider whether or not to retain the firm for 2021. Even if the
selection of Ernst & Young LLP is ratified, the audit committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during 2021 if it determines that such a change would be
in the best interests of the Company and its stockholders.



Proposal No. 3 – the approval of an amendment to our amended and restated
certificate of incorporation to increase the number of authorized shares of our common stock from 125,000,000 shares to 200,000,000 shares – requires the affirmative vote of a majority of the shares of our common stock entitled to vote on the
proposal.




What is a Quorum and How are Votes Counted?



We need a quorum of stockholders to hold our Annual Meeting. A quorum exists when at least a majority of the outstanding shares entitled to vote on the record
date are represented at the Annual Meeting either via the live webcast or by proxy. Your shares will be counted towards the quorum only if a valid proxy or vote is submitted with respect to such shares. Shares represented by abstentions and broker

non-votes

will be counted in determining whether there is a quorum for the Annual Meeting.



Votes will be counted by the
inspector of election appointed for the Annual Meeting, who will separately count “For” and “Withhold” and (with respect to proposals other than the election of directors) “Against” votes, abstentions and broker

non-votes.

Abstentions will have no effect on Proposal No. 1 (the election of directors), but will have the effect of a vote against each of Proposal No. 2 (the ratification of our independent registered
public accounting firm) and Proposal No. 3 (the approval of an amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of our common stock from 125,000,000 shares to 200,000,000 shares).
Broker

non-votes

will not be counted towards the vote total for any proposal.





4










Table of Contents






Who Will Pay the Costs of Soliciting these Proxies, and How Are They Being Solicited?



Proxies are being solicited by the Company. We will pay all of the costs of soliciting the proxies described in this proxy statement. Our directors and
employees may solicit proxies on our behalf in person or by telephone, fax or electronic transmission. We will not pay these directors and employees any additional compensation for these services. We will ask banks, brokers and other institutions,
nominees and fiduciaries to forward these proxy materials to their principals, and to obtain authority to execute proxies, and reimburse them for their expenses.



If you choose to access the proxy materials and/or vote on the Internet or telephonically, you are responsible for access charges you may incur.




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

to be filed with the SEC within four business days after the Annual Meeting.




Attending the Annual Meeting



The Annual Meeting will be held on June 3, 2021 at 10:00 a.m., local time via live webcast. We adopted a virtual format for our Annual Meeting to
make participation more convenient, safe and accessible for our stockholders regardless of their location. Prior registration to attend the Annual Meeting by the Registration Deadline at www.proxydocs.com/ALNA is required. Additionally, given the
continued concerns around

COVID-19,

the virtual meeting format allows us to continue to proceed with the meeting while mitigating the potential health and safety risks to participants.



You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on our record date of April 5, 2021 or hold a
valid proxy for the meeting. To be admitted to the Annual Meeting’s live webcast, you must register at www.proxydocs.com/ALNA by the Registration Deadline as described in Notice or the proxy card. As part of the registration process, you must
enter your control number. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.



This year’s stockholders question and answer session will include questions submitted in advance of the Annual Meeting. You may submit a question in
advance of the meeting at www.proxydocs.com/PS after logging in with your control number. Shortly after the meeting, we may post questions and answers if applicable to our business on our Investor Relations website at
http://ir.allenapharma.com/investor-relations.





5










Table of Contents








PROPOSAL 1




ELECTION OF DIRECTORS



Our Board of
Directors is currently comprised of nine directors. However, Andrew A.F. Hack, M.D., Ph.D. and James N. Topper, M.D., who are currently Class I directors, are not standing for

re-election

to the Board of
Directors, with their terms ending upon conclusion of the Annual Meeting, at which time the Board of Directors shall consist of seven members. Our amended and restated certificate of incorporation provides for a classified Board of Directors
consisting of three classes of directors. Each class serves for a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and
qualification until the third annual meeting following their election and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. The terms of our current Class I directors, Alexey
Margolin, Ph.D., Andrew A.F. Hack, M.D., Ph.D., James N. Topper, M.D. and Mark J. Fitzpatrick will expire at the Annual Meeting. Since Dr. Hack and Dr. Topper are not standing for reelection to the Board of Directors, only
Dr. Margolin and Mr. Fitzpatrick will be standing for reelection at the Annual Meeting. The terms of our Class II directors, Allene Diaz and Louis Brenner, M.D. will expire at the Annual Meeting of stockholders to be held in 2022. The
terms of our Class III directors, Robert Alexander, Ph.D., Gino Santini and Ann C. Miller, M.D., will expire at the Annual Meeting of stockholders to be held in 2023.



Upon the recommendation of our nominating and corporate governance committee, our Board of Directors has nominated Dr. Margolin and Mr. Fitzpatrick
for

re-election

as Class I directors at the Annual Meeting.



There are no arrangements or understanding with
any director, or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee. We know of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, your proxy may
be voted for another nominee proposed by the Board of Directors. If for any reason a nominee proves unable or unwilling to stand for election, the Board of Directors will nominate alternates or reduce the size of the Board of Directors to eliminate
the vacancy. The Board of Directors has no reason to believe that any of the nominees would prove unable to serve if elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.






Nominees for Election as Director



Set forth below is the name, age, principal occupation, and business experience, as well as the year of election to the Board of Directors for each nominee for
election as a director at the Annual Meeting. If the nominees listed below are elected, each such individual will hold office until the annual meeting of stockholders to be held in 2024 and until his or her successor has been duly elected and
qualified or until his or her earlier death, resignation or removal.














































































Name





Age





Position(s) Held





Director


Since




Alexey Margolin, Ph.D.





68




Nominee for Director




2011



Mark J. Fitzpatrick





58




Nominee for Director




2021





Alexey Margolin, Ph.D.


is our

co-founder

and has served as a member of
our Board of Directors since September 2011, and Chair of our Board of Directors since February 2019. He served as our Chief Executive Officer from September 2011 to February 2019. From September 2011 to February 2017, Dr. Margolin also served
as our President. From September 2011 to April 2014, Dr. Margolin served as Chief Executive Officer of Alcresta Therapeutics, Inc., or Alcresta, which he also

co-founded

and where he currently serves on
the board of directors. From September 2011 to July 2013, Dr. Margolin also served as President of Alcresta. Prior to Alcresta, Dr. Margolin

co-founded

Alnara Pharmaceuticals, Inc., or Alnara, in
2008, where he was President and Chief Executive Officer until 2010, when Alnara was acquired by Eli Lilly & Co., or Eli Lilly. Previously, Dr. Margolin also served as Chief Scientific Officer of Altus Pharmaceuticals, Inc., or Altus,
through 2007,





6










Table of Contents





where he initiated and led several therapeutics programs based on protein crystallization technology. In 2003, Dr. Margolin was elected fellow of the American Institute of Medicine and
Biological Engineering. He is the author of more than 60 publications and is an inventor on several patents. Dr. Margolin holds both his M.S. in chemistry and Ph.D. in

bio-organic

chemistry from Moscow
University. We believe that Dr. Margolin is qualified to serve on our Board of Directors because of his extensive experience and knowledge in the fields of protein drug development and enzymology.





Mark J. Fitzpatrick




has served as a member of our Board of Directors since April 2021. Prior to joining our Board of Directors, he served
as the President and Principal Financial Officer of Chiasma, Inc., a commercial-stage biopharmaceutical company, or Chiasma, from June 2019 to January 2021, and previously served as President and Chief Executive Officer and a member of the board of
directors of Chiasma, from October 2016 to June 2019 and Chief Financial Officer of Chiasma from June 2015 to October 2016. Prior to Chiasma, from May 2011 to June 2015, Mr. Fitzpatrick served as Chief Financial Officer at Aegerion
Pharmaceuticals, Inc., a commercial-stage biopharmaceutical company specializing in the treatment of rare diseases. He also held the position of Chief Financial Officer at Proteon Therapeutics, Inc., RenaMed Biologics, Inc., Dynogen Pharmaceuticals,
Inc., WorldStreet Corporation and Diacrin, Inc., and has more than 30 years of financial management experience in both public and private companies. Mr. Fitzpatrick began his professional career at Arthur Andersen LLP. Mr. Fitzpatrick
received his B.S. in Accounting from Boston College in 1984 and earned a Certified Public Accountant certificate in the Commonwealth of Massachusetts in 1987. We believe Mr. Fitzpatrick is qualified to serve on our Board based on his extensive
experience in executive management in the life sciences industry and his financial knowledge and experience.



In addition to the individual attributes of
each of our directors listed above, we highly value the collective qualifications and experiences of our Board of Directors members. We believe the collective viewpoints and perspectives of our directors result in a Board of Directors that is
dedicated to advancing the interests of our stockholders.



There are no family relationships among any of our directors standing for election.






Vote Required



Directors are
elected by a plurality of the votes cast at the meeting by the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of the director. The two nominees receiving the highest number of
“FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named above. If any nominee becomes unavailable for election as a result of an
unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board of Directors.






Our Recommendation




THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.





7










Table of Contents








Directors Continuing in Office



Set forth below are the names, ages, principal occupations, and business experience, as well as year of election to the Board of Directors, for the remaining
members of our Board of Directors whose terms continue beyond the Annual Meeting.











































































































































Name





Age





Term


Expires






Position(s) Held





Director


Since




Louis Brenner, M.D.





51




2022



Chief Executive Officer and President, Director



2019



Allene Diaz





57




2022



Director



2019



Robert Alexander, Ph.D.





51




2023



Director



2016



Ann C. Miller, M.D.





63




2023



Director



2020



Gino Santini





65




2023



Director



2012





Louis Brenner, M.D.


has served as a member of our Board of Directors and Chief Executive Officer since February
2019 and our President since February 2017. He also served as our Chief Operating Officer from April 2015 to February 2019. Dr. Brenner has more than a decade of industry leadership experience, including pharmaceutical development strategy,
regulatory affairs, business development and marketing. From January 2014 to April 2015, Dr. Brenner served as Senior Vice President and Chief Medical Officer at Idera Pharmaceuticals, Inc. (Nasdaq: IDRA). Dr. Brenner served as Chief
Medical Officer for Radius Health, Inc. (Nasdaq: RDUS), a biopharmaceutical company, from November 2011 to January 2014. Dr. Brenner has designed, planned and directed successful clinical trials at all stages and in multiple indications. He
also serves on the board of directors of Goldfinch Biopharma Inc., a privately held biotechnology company. Dr. Brenner earned a B.S. from Yale University, an M.D. from Duke University and an M.B.A. from Harvard Business School. He completed his
residency in internal medicine at Brigham and Women’s Hospital and his fellowship in nephrology at Brigham and Women’s Hospital and Massachusetts General Hospital. Dr. Brenner holds a clinical appointment at Brigham and Women’s
Hospital. We believe Dr. Brenner is qualified to serve on our Board of Directors based on his extensive experience in executive management in the life sciences industry and his scientific and operational knowledge and experience.





Allene Diaz


has served as a member of our Board of Directors since April 2019, on the Board of Directors of Mersana Therapeutics, Inc., a
clinical-stage biopharmaceutical company, since March 2021 and on the Board of Directors of BCLS Acquisition Corporation, a special purpose acquisition company, since October 2020. Since August 2020, she has led AMD Consulting, a New Product
Planning and Portfolio Management consulting practice. She served as the Senior Vice President, R&D Portfolio Management at GlaxoSmithKline plc, a multinational pharmaceutical company, from September 2019 until June 2020. Prior to that, she
served as the Senior Vice President of Global Commercial Development and Program Strategy at TESARO, Inc., a pharmaceutical company, from May 2015 to September 2019. Prior to her tenure at TESARO, Inc., Ms. Diaz spent seven years at EMD/Merck
Serono, pharmaceutical divisions of Merck KGaA, a science and technology company, in a variety of roles, including Senior Vice President, Managed Markets and Senior Vice President, Head of US Oncology Commercial. She also spent time as the Head of
Global Strategic Planning and as the Head of the Global Oncology Business Unit for Merck Serono. In addition, Ms. Diaz has held management positions at several leading biopharmaceutical companies, including Amylin Pharmaceuticals, LLC, Biogen Inc.,
Cancervax Corporation, Parke, Davis and Company, and Pfizer Inc. Ms. Diaz served as an independent director of Erytech Pharma SA, a clinical-stage biopharmaceutical company from September 2016 to September 2019. Ms. Diaz has a B.S. from Florida
State University. We believe that Ms. Diaz’s experience with pharmaceutical companies and her executive leadership, managerial and business experience qualifies her to serve on our Board of Directors.





Robert Alexander, Ph.D.


has served as a member of our Board of Directors since June 2016. Since April 2017, Dr. Alexander has served as the
chief executive officer of Allakos Inc. From March 2013 to March 2017, Dr. Alexander served as the Chief Executive Officer of ZS Pharma, Inc., or ZS Pharma. He also served on the





8










Table of Contents





Board of Directors of ZS Pharma from March 2013 to December 2015, when it was acquired by AstraZeneca PLC, including as chairman of the Board of Directors from March 2013 to March 2014. From
November 2005 to March 2013, Dr. Alexander served as a director at Alta Partners, a venture capital firm in life sciences. In addition, he acted as Executive Chairman and interim Chief Executive Officer of SARcode Biosciences Inc. (acquired by
Shire plc in April 2013), a biopharmaceutical company. Dr. Alexander was a post-doctoral fellow at Stanford University in the pathology department. He also holds a Ph.D. with a focus in immunology from the University of North Carolina and a
B.A. in zoology from Miami University of Ohio. We believe Dr. Alexander is qualified to serve on our Board of Directors based on his background and experience in the life sciences sector.





Ann C. Miller, M.D.




has served as a member of our Board of Directors since October 2020. Dr. Miller has served as a member of the board
of directors of Inovio Pharmaceuticals, Inc., a biotechnology company, since March 2019 and Puma Biotechnology, Inc., a biopharmaceutical company, since October 2019. Since March 2019, Dr. Miller has served as a member of the board of directors
of Inovio Pharmaceuticals, Inc., a publicly held biotechnology company focused on the discovery, development, and commercialization of its synthetic DNA technology targeted against cancers and infectious diseases. Prior to that, Dr. Miller
worked at Sanofi S.A. from 2012 until her retirement in September 2018, serving as Vice President of Marketing and Vice President of Global Marketing, Oncology Division. From 2009 to 2011, Dr. Miller served as Senior Vice President of
Pharmaceutical Services at Eisai Co., Ltd., leading its Primary Care and Specialty Business unit. Dr. Miller previously served in management roles in global marketing at Amgen Inc. and in positions of increasing responsibility at
Merck & Co., Inc. over a period of 16 years. Dr. Miller received an M.D. from the Duke University School of Medicine and a B.A. in chemistry with honors from Duke University. She is a member of the Duke University Medical Alumni
Council. We believe Dr. Miller is qualified to serve on our Board of Directors based on her broad commercial background in the biopharmaceutical industry and her clinical training and experience.





Gino Santini


has served as a member of our Board of Directors since February 2012. Mr. Santini is a member of the board of directors of
Horizon Pharma plc (Nasdaq: HZNP), Intercept Pharmaceuticals (Nasdaq: ICPT), Collegium Pharmaceuticals (Nasdaq: COLL), Artax Biopharma and Enalare Therapeutics Inc. He previously served on the boards of SORIN SpA (SRN.MI) and Vitae Pharmaceuticals
(Nasdaq: VTAE) until their acquisitions. Mr. Santini has been an advisor of European and US venture capital funds, and pharmaceutical and biotechnology companies since 2011, when he retired after a

27-year

career at Eli Lilly. Mr. Santini’s last role at Eli Lilly was Senior Vice President of corporate strategy and business development. Mr. Santini holds a degree in Mechanical Engineering
from the University of Bologna and an M.B.A. from the Simon School of Business, University of Rochester. We believe that Mr. Santini is qualified to serve on our Board of Directors based on his long career at Eli Lilly and extensive domestic
and international commercial, corporate strategy, business development and transaction experience.



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






Information about Our Executive Officers



The following table sets forth the name, ages and positions of our executive officers as of April 9, 2021:


















































Name





Age





Position



Louis Brenner, M.D.





51



Chief Executive Officer and President, Director


Richard D. Katz, M.D.





57



Chief Financial Officer


Please refer to

“Proposal 1: Election of Directors”

above for information about our President and Chief
Executive Officer, Louis Brenner.





Richard D. Katz, M.D.


has served as our chief financial officer since January 2021. Dr. Katz brings
to us more than 20 years of experience in healthcare finance and corporate development. Prior to joining Allena, Dr. Katz





9










Table of Contents





served as the chief financial officer of several biopharmaceutical companies, including Liquidia Technologies, Argos Therapeutics, Viamet Pharmaceuticals and Icagen, Inc. At Icagen, Dr. Katz
played an instrumental role in the company’s initial public offering and subsequent financings, the formation of several strategic collaborations and the company’s sale to Pfizer. Dr. Katz began his career as a vice president in the
healthcare investment banking group at Goldman, Sachs & Company, where he executed a broad range of transactions, including equity and debt financings, mergers and acquisitions, and corporate restructurings. Dr. Katz holds a B.A.
in applied mathematics from Harvard University, an M.D. from the Stanford University School of Medicine and an M.B.A. from Harvard Business School.






Information about the Board of Directors and Corporate Governance





Board of Directors




The Board of Directors oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board
of Directors does not involve itself in the


day-to-day


operations of the Company. Our executive officers and management oversee the


day-to-day


operations. Our directors fulfill their duties and responsibilities by attending meetings of the Board of Directors, which are held from time to time.



The Board of Directors held eleven (11) meetings during the year ended December 31, 2020. Each of our current directors attended at least 75% of the
total of (i) the meetings of the Board of Directors held during the period for which he had been a director and (ii) the meetings of the committee(s) on which that director served during such period, with the exception of Robert Alexander
and Andrew Hack, who attended 67% and 73%, respectively, of the total meetings of the Board of Directors and committees thereof. It is our policy to encourage our directors to attend the annual meeting, and each of our directors attended the annual
meeting in 2020.





Board of Directors Independence




Under the listing requirements and rules of The Nasdaq Stock Market, or Nasdaq, independent directors must compose a majority of a listed company’s board
of directors. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent within the meaning of applicable Nasdaq rules.
Audit committee members must also satisfy the independence criteria set forth in Rule

10A-3

under the Exchange Act. Our Board of Directors has undertaken a review of the independence of each director and
considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. In making this determination, our Board of Directors considered the current
and prior relationships that each

non-employee

director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the
beneficial ownership of our capital stock by each

non-employee

director. As a result of this review, our Board of Directors determined that all directors, other than Dr. Brenner and Dr. Margolin,
qualify as “independent” directors within the meaning of the Nasdaq rules. As required under applicable Nasdaq rules, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.





10










Table of Contents







Committees of the Board of Directors




The Board of Directors has three committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Continuing
directors and our nominees for election as director are required to attend the annual meeting of stockholders, barring significant commitments or special circumstances, and are also required to participate in the meetings of committees on which they
serve. The following table provides membership information for each committee as of April     , 2021:

























































































































































Name





Audit





Nominating and


Corporate Governance





Compensation




Robert Alexander, Ph.D.
















Andrew A. F. Hack, M.D., Ph.D.






*

†










Gino Santini


















James Topper, M.D., Ph.D.










*







Allene Diaz















*



Ann C. Miller, M.D.


















Mark J. Fitzpatrick























*


Committee Chair









†


Financial Expert






Audit Committee




The members of our audit
committee include Dr. Hack, Dr. Miller and Mr. Santini. Dr. Hack serves as chair of the audit committee. Dr. Hack has decided not to stand for reelection and will retire from our Board of Directors, including the audit
committee, effective as of the conclusion of the Annual Meeting. Effective as of the Annual Meeting, Mr. Fitzpatrick will join the audit committee. Following the Annual Meeting, the audit committee will be comprised of Mr. Fitzpatrick,
Dr. Miller and Mr. Santini, with Mr. Fitzpatrick chairing the committee. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq and which is available on our website at
www.allenapharma.com. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement. The audit committee held four
(4) meetings during the year ended December 31, 2020.



Our Board of Directors has determined that Dr. Hack, Dr. Miller and
Mr. Santini, as well as Mr. Fitzpatrick are independent directors, as independence is currently defined in Rule 5605 of the Nasdaq listing standards and Rule

10A-3

under the Exchange Act. In
addition, our Board of Directors has determined that each member of the audit committee is financially literate and that each of Dr. Hack and Mr. Fitzpatrick qualifies as an “audit committee financial expert” as defined in
applicable SEC rules. In making this determination, our Board of Directors has considered the formal education and nature and scope of their previous experience, coupled with past and present service on various audit committees. The responsibilities
of our audit committee include, among other things:













•



appointing, approving the compensation of, reviewing the performance of, and assessing the independence of our
independent registered public accounting firm;














•




pre-approving

audit and permissible

non-audit

services, and the terms of such services, to be provided by our independent registered public accounting firm;














•



reviewing the internal audit plan with the independent registered public accounting firm and members of
management responsible for preparing our financial statements;














•



reviewing and discussing with management and the 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;














•



reviewing the adequacy of our internal control over financial reporting;






11










Table of Contents













•



establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;














•



recommending, based upon its review and discussions with management and the independent registered public
accounting firm, whether our audited consolidated financial statements shall be included in our Annual Report on Form

10-K;














•



preparing the audit committee report required by the rules of the SEC to be included in our annual proxy
statement; and














•



reviewing all related party transactions for potential conflict of interest situations and approving all such
transactions.




All audit services to be provided to us and all

non-audit

services, other than

de minimis


non-audit

services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.




AUDIT COMMITTEE REPORT



The audit
committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2020, with management and our independent registered public accounting firm, Ernst & Young, LLP. The audit committee has
discussed with Ernst & Young, LLP the matters required by Public Company Accounting Oversight Board, or the PCAOB, Auditing Standard No. 16, Communications with Audit Committees. The audit committee has also received the written
disclosures and the letter from Ernst & Young, LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communication with the audit committee concerning independence, and has discussed with
Ernst & Young, LLP the firm’s independence. Based on the foregoing, the audit committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form

10-K

for the fiscal year ended December 31, 2020, for filing with the Securities and Exchange Commission.




Allena Pharmaceuticals, Inc.




Audit Committee



Andrew A. F.
Hack, M.D., Ph.D. (Chair)



Ann C. Miller, M.D.



Gino Santini



The material in this report is not
“soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing we make under either the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof and irrespective of any general incorporation language in any such filing.





Nominating and Corporate Governance Committee




The members of our nominating and corporate governance committee are Ms. Diaz and Dr. Topper. Dr. Topper serves as chair of the nominating and
corporate governance committee. Dr. Topper has decided not to stand for reelection and will retire from our Board of Directors, including the nominating and corporate governance committee, effective as of the conclusion of the Annual Meeting.
Effective as of the Annual Meeting, Dr. Alexander will join the nominating and corporate governance committee. Following the Annual Meeting, the nominating and corporate governance committee will be comprised of Ms. Diaz and
Dr. Alexander, with Dr. Alexander chairing the committee. Our Board of Directors has determined that all members of our nominating and corporate governance committee, as well as Dr. Alexander, are independent as independence is
currently defined in Section 5605 of the Nasdaq listing standards. The nominating and corporate governance





12










Table of Contents





committee operates under a written charter that satisfies the applicable standards of Nasdaq and which is available on our website at www.allenapharma.com. The nominating and corporate governance
committee did not hold any meetings during the year ended December 31, 2020.



The responsibilities of our nominating and corporate governance
committee include, among other things:













•



developing and recommending to the Board of Directors criteria for board and committee membership;














•



establishing procedures for identifying and evaluating Board of Director candidates, including nominees
recommended by stockholders;














•



identifying individuals qualified to become members of the Board of Directors;














•



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 principles;














•



reviewing and discussing with the Board of Directors corporate succession plans for the chief executive officer
and other senior management positions;














•



reviewing policies related to risk assessment and risk management; and














•



establishing, maintaining and overseeing our Code of Business Conduct and Ethics.




The nominating and corporate governance committee periodically determines the qualifications, qualities, skills and other expertise required to be a director
and develops, subject to approval by the full Board of Directors, criteria to be considered in selecting nominees for director. Among other things, the nominating and corporate governance committee considers whether the Board of Directors reflects
the balance of knowledge, experience, skills, expertise, integrity, ability to make analytical inquiries, and diversity as a whole that the committee deems appropriate. The nominating and corporate governance committee has not adopted a policy
regarding the consideration of diversity in identifying director nominees. The process followed by the nominating and corporate governance committee to identify and evaluate director candidates includes requests to current directors and others for
recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and the Board of Directors. The nominating
and corporate governance committee may use outside consultants to assist in identifying or evaluating candidates. Final approval of director candidates is determined by the full Board of Directors.



The nominating and corporate governance committee will consider qualified nominations for directors recommended by stockholders. In general, stockholder
recommendations are evaluated on the same basis as any recommendation from members of the Board of Directors or management of the Company. Recommendations should be sent to our Secretary, c/o Allena Pharmaceuticals, Inc., One Newton Executive Park,
Suite 202, Newton, MA 02462. For additional information about our director nomination requirements, please see “Stockholder Proposals and Nominations” and our amended and restated bylaws.





Compensation Committee




The members of our
compensation committee are Ms. Diaz, Dr. Miller and Mr. Santini. Ms. Diaz serves as chair of the compensation committee. All members of our compensation committee are independent as independence is currently defined in
Section 5605 of the Nasdaq listing standards and qualify as

non-employee

directors under Rule

16b-3

of the Exchange Act. The compensation committee operates under a
written charter that satisfies the applicable standards of Nasdaq and which is available on our website at www.allenapharma.com. The compensation committee held five (5) meetings during the year ended December 31, 2020.





13










Table of Contents





The responsibilities of our compensation committee include, among other things:













•



annually reviewing and recommending for approval by the independent directors of the Board of Directors
individual and corporate goals and objectives relevant to the compensation of our executive officers;














•



evaluating the performance of our executive officers in light of such individual and corporate goals and
objectives and determining the compensation of our executive officers;














•



appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor
retained by the compensation committee;














•



conducting the independence assessment outlined in Nasdaq rules with respect to any compensation consultant,
legal counsel or other advisor retained by the compensation committee;














•



annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing
requirements of Nasdaq;














•



overseeing and administering our compensation and similar plans;














•



reviewing and approving our policies and procedures for the grant of equity-based awards;














•



reviewing and making recommendations to the board of directors with respect to director compensation;














•



reviewing and approving stock option grants, and making recommendations to the Board of Directors with respect to
stock option grants made to directors, executive officers, senior vice presidents or anyone reporting directly to our chief executive officer; and














•



reviewing and discussing with management the compensation discussion and analysis, if any, to be included in our
annual proxy statement.




The compensation committee discharges the Board of Director’s responsibilities relating to compensation of
the Company’s directors and executive officers, oversees the Company’s overall compensation structure, policies and programs, reviews the Company’s processes and procedures for the consideration and determination of director and
executive compensation, and is responsible for producing an annual report for inclusion in this proxy or the annual report on Form

10-K,

as applicable, in accordance with applicable rules and regulations. As
part of its process for approving the compensation for our executive officers other than our Chief Executive Officer, the compensation committee reviews and considers the recommendations made by our Chief Executive Officer. In fulfilling its
responsibilities, the compensation committee may delegate any or all of its responsibilities to a subcommittee of the compensation committee, but only to the extent consistent with our amended and restated certificate of incorporation, amended and
restated bylaws, Nasdaq rules, and other applicable law. In addition, pursuant to its charter, the compensation committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation.
In 2020, the compensation committee engaged Aon Hewitt to assist in its review of officer and director compensation.





Compensation Committee
Interlocks and Insider Participation




During 2020, Ms. Diaz, Dr. Miller, Mr. Santini and Dr. Topper served as members of our
compensation committee. Effective as of November 17, 2020, Dr. Topper resigned from the compensation committee and Dr. Miller joined the compensation committee. Following the Annual Meeting, the compensation committee will be
comprised of Ms. Diaz, Dr. Miller and Mr. Santini, with Ms. Diaz chairing the committee.



No current or former member of the
compensation committee was an employee or officer of the Company during 2020, is a former officer of the Company, or had any other relationship with us requiring disclosure herein.



During the last fiscal year, none of our executive officers served as: (1) a member of the compensation committee (or other committee of the board of
directors performing equivalent functions or, in the absence of any





14










Table of Contents





such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee; (2) a director of another entity, one of whose
executive officers served on our compensation committee; or (3) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive officers served on our Board of Directors.





Risk Oversight




Risk is inherent with every business and how well a business manages risk ultimately determines its success. We face a number of risks, including risks
relating to our operations and strategic direction as more fully discussed under the heading “Risk Factors” in our annual report on Form

10-K

and other SEC filings. Risk assessment and oversight are
an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into the Company’s corporate strategy and


day-to-day


business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a
focused discussion and analysis of the risks facing the Company. Throughout the year, senior management reviews these risks and related mitigation strategies and plans with the audit committee of the Board of Directors at regular Committee meetings
in connection with public disclosures and SEC filings and as part of management presentations to the Board of Directors that focus on particular business functions, operations or strategies.



Our Board of Directors does not have a standing risk management committee, but rather 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 is responsible for overseeing our significant financial and operational risk exposures and the steps our management has taken to monitor and control these exposures.



The audit committee also monitors compliance with legal and regulatory requirements, including managing violations of our code of business conduct and ethics.
Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and considers and approves or disapproves any related-persons transactions. Our compensation committee assesses and monitors whether
any of our compensation policies and programs has the potential to encourage excessive risk-taking.





Code of Business Conduct and Ethics




We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers
responsible for financial reporting. The Code of Business Conduct and Ethics is available on our website at www.allenapharma.com, under the corporate governance tab on our website. We intend to satisfy applicable disclosure requirements regarding an
amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, by posting
such information on our website at the internet address set forth above.





Stockholder Communications with Our Board




Stockholders wishing to communicate directly with our Board of Directors may send correspondence to our Secretary, c/o Allena Pharmaceuticals, Inc., One Newton
Executive Park, Suite 202, Newton, MA 02462. Our Secretary will relay the information received to the Board of Directors. Stockholders may also visit our website at www.allenapharma.com and select “Contact” to communicate online with us.





15










Table of Contents








PROPOSAL 2




RATIFICATION OF APPOINTMENT OF




INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Company’s stockholders are being asked by the audit committee of the Board of Directors to ratify the appointment of Ernst & Young LLP to
serve as the Company’s independent registered public accounting firm for 2021. Ernst & Young LLP has served as our independent registered public accounting firm since 2012. The audit committee is solely responsible for selecting the
Company’s independent registered public accounting firm, and stockholder approval is not required to appoint Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2021. However, the Board of Directors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the
audit committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public
accounting firm at any time it decides that such a change would be in the best interest of the Company and its stockholders. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. These representatives will
be provided an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions from stockholders.






Vote Required



The proposal to
ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, requires an affirmative vote of the majority of the shares in attendance or by proxy at the
Annual Meeting and entitled to vote on the proposal.






Our Recommendation




THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.







Pre-Approval

Policies and Procedures



Our audit committee

pre-approves

all audit and permissible

non-audit

services
provided by our auditor. These services may include audit services, audit-related services, tax services and other services.

Pre-approval

may be given as part of the audit committee’s approval of the
scope of the engagement of the independent registered public accounting firm or on an individual


case-by-case


basis. All of the services described below were approved by
our audit committee.



We retained Ernst & Young LLP to provide audit services for the fiscal years ended December 31, 2020 and 2019. In the
table below, audit fees reflects fees for audit services for the year ended December 31, 2020 and 2019.



















































































































2020





2019




Audit Fees




$

530,000



$

486,745



Audit-Related Fees




$

—



$

—



Tax Fees




$

—



$

—



All Other Fees




$

1,505



$

1,935




















Total




$

531,505



$

488,680






















16










Table of Contents








PROPOSAL 3




APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 125,000,000 SHARES TO 200,000,000 SHARES



Our amended and restated certificate of incorporation currently authorizes the issuance of 125,000,000
shares of common stock. Our Board of Directors has declared it advisable, adopted and is submitting for stockholder approval an amendment to our amended and restated certificate of incorporation, or Certificate of Amendment, to increase the number
of authorized shares of our common stock from 125,000,000 shares to 200,000,000 shares.






Vote Required



The proposal to amend our amended and restated certificate of incorporation to increase the number of authorized shares of our common stock from 125,000,000
shares to 200,000,000 shares requires an affirmative vote of the majority of the shares entitled to vote on the proposal.






Our Recommendation




THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO AMEND OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 125,000,000 SHARES TO 200,000,000 SHARES.






Form of the Amendment



If the
stockholders approve this proposal, the amended and restated certificate of incorporation will be amended to increase the number of shares of common stock the Company is authorized to issue from 125,000,000 shares to 200,000,000 shares. The par
value of the common stock will remain at $0.001 per share. There will be no change to the number of authorized shares of undesignated prefererred stock. The Certificate of Amendment would amend the first paragraph of ARTICLE IV of the amended and
restated certificate of incorporation in its entirety to read as follows:



“The total number of shares of capital stock which the Corporation shall
have authority to issue is 205,000,000 of which (i) 200,000,000 shares shall be a class designated as common stock, par value $0.001 per share (the “

Common Stock

”), and (ii) 5,000,000 shares shall be a class designated as
undesignated preferred stock, par value $0.001 per share (the “

Undesignated Preferred Stock

”).”



The remaining text of ARTICLE IV of
our amended and restated certificate of incorporation will remain unchanged.






Purpose for the Increase in Authorized Shares



Our Board of Directors believes it is in the best interest of our Company and stockholders to increase the number of authorized shares of our common
stock to give the Company greater flexibility in considering and planning for future potential business needs. We do not currently have any definitive agreements or arrangements to issue any of the proposed additional authorized shares of common
stock that will become available for issuance if this proposal is approved. Having the additional authorized shares available will provide additional flexibility to use our common stock for business and financial purposes in the future as well as to
have sufficient shares available to provide appropriate equity incentives for our employees.



As of April 9, 2021, we were authorized to issue up to
125,000,000 shares of our common stock, of which 57,279,376 shares were issued and outstanding. Additional shares were reserved for issuance under our equity incentive plans and other outstanding securities, including:













•



6,803,545 shares of common stock issuable upon the exercise of outstanding stock options;






17










Table of Contents













•



620,277 shares of common stock issuable upon the vesting of outstanding RSUs;














•



9,040 shares of common stock issuable upon the exercise of outstanding warrants;














•



607,768 shares of common stock reserved for future issuance under our 2017 Stock Option and Incentive Plan;














•



336,910 shares of common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan; and














•



961,000 shares of common stock issuable upon the exercise of stock options granted under our 2021 Inducement
Equity Plan.




In addition, (i) 38,042,200 additional shares of our common stock may be issued and sold under our At Market Issuance
Sales Agreement, dated March 29, 2021, with B. Riley Securities, Inc., relating to the issuance and sale of up to $50,000,000 of our common stock, assuming a price per share of $1.30, which was the closing price per share of our common stock on
April 9, 2021, and (ii) any amounts outstanding under our $25.0 million facility with Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P., or Pontifax, may be converted into up to 6,097,561 shares of our common stock at
a conversion price of $4.10 per share, assuming Pontifax exercises its option to convert such outstanding amounts into shares of our common stock.



Accordingly, after adjusting for the equity awards, outstanding securities and rights described above, as of April 9, 2021, we had only 14,242,323 shares
of common stock available for issuance out of the 125,000,000 shares of common stock currently authorized.






Rights of
Additional Authorized Shares



The additional authorized shares of common stock, if and when issued, would be part of our existing class of common stock
and would have the same rights and privileges as the shares of common stock currently outstanding. The Company’s stockholders do not have preemptive rights with respect to the common stock. Accordingly, should the Board of Directors elect to
issue additional shares of common stock, existing stockholders would not have any preferential rights to purchase the shares.






Potential Adverse Effects of the Amendment



Future issuances of common stock or securities convertible into common stock could have a dilutive effect on the earnings per share, book value per share,
voting power and percentage interest of holdings of current stockholders. In addition, the availability of additional shares of common stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control
of the Company. Our Board of Directors is not aware of any attempt, or contemplated attempt, to acquire control of the Company. This proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt,
but nothing would prevent our Board of Directors from taking any appropriate actions not inconsistent with its fiduciary duties.






Effectiveness of the Amendment



The above description of the Certificate of Amendment is only a summary and is qualified in its entirety by
reference to the complete text of the Certificate of Amendment, which is attached to this proxy statement as

Appendix A

. If the proposed Certificate of Amendment is adopted, it will become effective upon the filing of the Certificate of
Amendment with the Secretary of State of the State of Delaware.





18










Table of Contents








EXECUTIVE COMPENSATION




Compensation Overview



This compensation discussion,
which should be read together with the compensation tables set forth below, provides information regarding our executive compensation program for our named executive officers for 2020, who were Louis Brenner, M.D., our current President and Chief
Executive Officer, and Edward Wholihan, our former Chief Financial Officer. Mr. Wholihan resigned as Chief Financial Officer, effective January 29, 2021. We refer to these two individuals as our named executive officers for 2020.



Our executive compensation program is based on a pay for performance philosophy. Compensation for our executive officers is composed primarily of the
following main components: base salary, bonus and long term equity incentives. Our executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans.




Setting Executive Compensation



Our compensation
committee is responsible for reviewing and determining the compensation of all executive officers.



We have not adopted any formal guidelines for
allocating total compensation between long-term and short-term compensation, cash compensation and

non-cash

compensation, or among different forms of

non-cash

compensation.





Role of the Compensation Committee




The compensation committee, which is comprised entirely of independent directors, reviews the compensation packages for our named executive officers, including
an analysis of all elements of compensation separately and in the aggregate.



In reviewing and approving these matters, our compensation committee
considers such matters as it deems appropriate, including our financial and operating performance, the alignment of the interests of our executive officers and our stockholders and our ability to attract and retain qualified and committed
individuals, as well as each executive officer’s performance, experience, responsibilities and the compensation of executive officers in similar positions at comparable companies.





Role of Compensation Consultant




Our compensation
committee has engaged Aon Hewitt, an independent executive compensation consultant, to provide guidance with respect to the development and implementation of our compensation programs.



Our compensation committee charter requires that its compensation consultants be independent of Company management. During 2020, Aon Hewitt did not provide
services to us other than the services to our compensation committee described in this proxy statement. Our compensation committee performs an annual assessment of the compensation consultants’ independence to determine whether the consultants
are independent. Our compensation committee has determined that Aon Hewitt is independent and that their work has not raised any conflict of interests.




Elements of Compensation





Base Salary




Our compensation committee reviews the base salaries of our executive officers from time to time and makes adjustments as it determines to be reasonable and
necessary to reflect the scope of an executive officer’s





19










Table of Contents





performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion) and market conditions. We use base salaries to recognize the experience,
skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for
automatic or scheduled increases in base salary.





Annual Cash Bonuses




We believe that a significant portion of our executives’ cash compensation should be based on the attainment of business goals established by the Board of
Directors. We have an annual objective-setting and review process for our named executive officers that is the basis for determination of potential annual bonuses. Our Board of Directors reviews and approves both the annual objectives and the
payment of annual bonuses for our executives. Our employment agreements with our named executive officers provide that they will be eligible for annual performance-based bonuses up to a specific percentage of their salary, subject to approval by our
Board of Directors. The performance-based bonus is tied to a set of specified corporate goals for our named executive officers and we conduct an annual performance review to determine the attainment of such goals. Our management may propose bonus
awards to our Board of Directors primarily based on such review process. Our Board of Directors makes the final determination of both the specified corporate goals and the eligibility requirements for and the amount of such bonus awards.
Dr. Brenner and Mr. Wholihan participated in our 2020 Bonus Plan.





Equity-Based Compensation




Equity-based compensation is an integral part of our overall compensation program. Although we do not have a formal policy with respect to the grant of equity
incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, providing named executive officers with the opportunity to create significant wealth through stock ownership is a powerful tool to attract and
retain highly qualified executives, achieve strong long-term stock price performance and align our executives’ interests with those of our stockholders. In addition, equity awards are subject to vesting over time, subject to the
executive’s continued employment with the Company, and this vesting feature contributes to executive retention. We have historically granted stock option awards at the start of employment to each executive and our other employees. We also make
grants of additional equity to our executive officers on an annual basis.




2020 Summary Compensation Table



The following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal years
indicated by our named executive officers.

























































































































































































































Year





Salary


($)





Option


Awards


($)(1)





Stock


Awards


($)(2)






Non-Equity



Incentive Plan


Compensation


($)(3)





All Other


Compensation


($)(4)





Total ($)




Louis Brenner, M.D.





2020




540,000




—




481,983




270,000




13,218




1,305,201




President & Chief Executive Officer





2019




493,772




2,173,355




299,998




—




13,509




2,980,634



Edward Wholihan





2020




389,500




—




140,923




155,800




13,039




699,262




Former Chief Financial Officer(5)





2019




374,232




851,076




199,435




—




12,796




1,437,539










(1)


Amounts reflect the grant date fair value of option awards granted or modified in 2019, computed in accordance
with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. See note 11 to the
financial statements in our Annual Report on Form

10-K

for the year ended December 31, 2020 regarding assumptions we made in determining the fair value of equity awards. These amounts do not correspond to
the actual value that may be recognized by the named executive officers upon vesting of applicable awards.






20










Table of Contents










(2)


Amounts reflect the grant date fair value of restricted stock units granted in 2020 and 2019, computed in
accordance with ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. See note 11 to the financial statements in our Annual Report on

Form 10-K

for the year ended December 31, 2020 regarding assumptions we made in determining the fair value of equity awards. These amounts do not correspond to the actual value that may be recognized
by the named executive officers upon vesting of applicable awards.









(3)


The amounts reported represent bonuses paid under the 2020 Bonus Plan based upon the achievement of company and
individual performance objectives for 2020.









(4)


Amounts reported represent life and long-term disability insurance premiums paid by us for the applicable year
of which the named executive officers are the beneficiaries of the insurance and our matching contributions made in accordance with the provisions of our 401(k) retirement plan.









(5)


Mr. Wholihan resigned as our Chief Financial Officer in January 2021.





Employment Arrangements with Our Named Executive Officers





Louis Brenner, M.D.


. On January 4, 2019, Dr. Brenner executed an amended and restated employment agreement with the Company to become
the Company’s President and Chief Executive Officer and a member of the Board of Directors, effective as of February 1, 2019.



Pursuant to his
employment agreement, Dr. Brenner’s initial base salary shall be equal to $500,000, his initial annual target incentive compensation shall be equal to 50 percent of his base salary, and he shall be eligible to participate in the
Company’s benefit plans as in effect from time to time. The A&R Employment Agreement also provided for the grant of an option to purchase 305,000 shares of the Company’s common stock, which shall vest over four years, with 25% vesting
on the one year anniversary of the February 1, 2019, and the remaining shares vesting in equal monthly installments thereafter, in each case subject to Dr. Brenner’s continued employment with the Company. In addition, in the event
that his employment is terminated by us without “cause” (as defined in his employment agreement) or he terminates his employment for “good reason” (as defined in his employment agreement), and subject to the delivery of a fully
effective release of claims, he will be entitled to an amount equal to twelve (12) months of his then-current base salary plus twelve (12) months of his target annual incentive compensation for the prior fiscal year, payable in
substantially equal installments for a period of twelve (12) months following his termination of employment, plus our continued payment of the employer portion of health insurance premiums for twelve (12) months or, if earlier, until such
time as Dr. Brenner’s COBRA period expires or he becomes eligible for group health insurance from another employer. If Dr. Brenner’s employment is terminated by us without cause or he terminates his employment for good reason, in
each case within twelve (12) months after a change in control, then in lieu of the foregoing severance, and subject to the delivery of a fully effective release of claims, Dr. Brenner will be entitled to receive (i) a lump sum amount
equal to the sum of eighteen (18) months of his then-current base salary plus his target annual incentive compensation for the year in which the termination occurs, (ii) a prorated portion of the target annual incentive compensation for
the year in which the date of termination occurs, payable when the annual incentive compensation would otherwise be paid, (iii) any earned, but unpaid annual bonus for the year immediately prior to the year in which the date of termination
occurs and (iv) continued payment of the employer portion of health insurance premiums for eighteen (18) months or, if earlier, until such time as Dr. Brenner’s COBRA period expires or he becomes eligible for group health
insurance from another employer. In addition, all time-based stock options or other time-based stock awards granted to Dr. Brenner will accelerate and vest in full.





Edward Wholihan


.




On March 31, 2021, Mr. Wholihan entered into a transition agreement with the Company, or the
Transition Agreement, pursuant to which the Company would employ Mr. Wholihan through March 31, 2021 and subsequently engage Mr. Wholihan as a part-time consultant for the period beginning on April 1, 2021 through
December 31, 2021. Pursuant to the Transition Agreement, (i) the Company will pay Mr. Wholihan $10,000 per month for his consulting services for a period of nine months, (ii) subject to Mr. Wholihan’s continued service
to the Company as a consultant, all of the outstanding stock options granted to Mr. Wholihan on December 2, 2019 will continue to vest in accordance with their existing vesting schedules, (iii) all of the outstanding stock options
granted to Mr. Wholihan on February 9, 2018 and March 4, 2019 will be forfeited and





21










Table of Contents





cancelled and (iv) the exercise period for Mr. Wholihan’s vested stock option shares (including any stock option shares that vested during Mr. Wholihan’s employment with
the Company and that will vest during the period of time during which Mr. Wholihan serves as a consultant to the Company under the Transition Agreement) will be extended until 90 days following the last day on which his engagement with the
Company as a consultant ends.



We have also entered into employee confidentiality, inventions,

non-solicitation

and

non-competition

agreements with each of our named executive officers. Under such agreements, each named executive officer has agreed (1) not to compete with us during his or her employment and for a
period of one year (nine (9) months, in Dr. Brenner’s case) after the termination of such employment, (2) not to solicit our employees during his or her employment and for a period of one year (nine months, in
Dr. Brenner’s case) after the termination of such employment, (3) to protect our confidential and proprietary information and (4) to assign to us related intellectual property developed during the course of his or her employment.




401(k) Plan



We maintain the Allena Pharmaceuticals,
Inc. 401(k) Plan, a

tax-qualified

retirement plan for our employees. Our 401(k) plan is intended to qualify under Section 401(k) of the Code so that contributions to our 401(k) plan by employees or by us,
and the investment earnings thereon, are not taxable to the employees until withdrawn from our 401(k) plan, and so that contributions by us, if any, will be deductible by us when made. Under our 401(k) plan, employees may elect to reduce their
current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to our 401(k) plan. The 401(k) plan matches 100% of employee contributions up to a maximum of 4% of employees’ salary.
Matching contributions are fully vested at the time of contribution.




Outstanding Equity Awards at Fiscal

Year-End

Table



The following table provides information with respect to outstanding option awards and
restricted stock units, or RSUs, held by each of our named executive officers as of December 31, 2020. Equity awards in the table below granted after October 31, 2017 were granted under our 2017 Stock Option and Incentive Plan, or our 2017
Plan. All other equity awards in the table below were granted under our 2011 Stock Incentive Plan, as amended, or our 2011 Plan.














































































































































































































































































































































































































































































































































Option Awards





Stock Awards






Grant Date





Vesting




Start Date







Number of


Securities


Underlying


Unexercised


Options (#)


Exercisable





Number of


Securities


Underlying


Unexercised


Options (#)


Unexercisable





Option


Exercise


Price($)





Option


Expiration


Date





Number of


Securities


Underlying


Unvested


RSUs (#)





Market value of


shares or units of


stock that have


not vested ($)(1)




Louis Brenner, M.D.





6/18/2015




4/6/2015



(2)



203,236




—




1.17




6/17/2025




—









3/10/2016




12/8/2015



(2)



76,664




—




1.59




3/9/2026




—









2/26/2017




1/24/2017



(2)



42,734




909




4.01




2/25/2027




—









2/9/2018




2/9/2018



(3)



70,833




29,167




6.91




2/8/2028




—









1/4/2019




1/1/2019



(2)



139,791




165,209




7.03




1/3/2029




—









12/2/2019




12/2/2019



(3)



93,750




281,250




2.42




12/1/2029




—









12/9/2020




12/2/2019



(4)



—




—




—




—




209,303



$

267,908



Edward Wholihan





9/15/2016




6/20/2016



(2)



167,031




—




1.59




9/14/2026




—









2/9/2018




2/9/2018



(3)(5)



53,125




21,875




6.91




2/8/2028




—









3/4/2019




2/19/2019



(3)(5)



57,291




67,709




6.70




3/3/2029




—









12/2/2019




12/2/2019



(3)



38,250




114,750




2.42




12/1/2029




—














(1)


The market value of RSUs that have not vested is based on the number of unvested RSUs outstanding times $1.28,
which was the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2020.






22










Table of Contents










(2)


Stock option vests over four years, with 25% of the shares vesting on the first anniversary of the vesting
start date, and the remaining shares vesting in 36 equal monthly installments thereafter.









(3)


Stock option vests over four years, with the shares vesting in 48 equal monthly installments following the
vesting start date.









(4)


40% of RSUs vest on May 10, 2021 and the remaining RSUs vest on November 10, 2021.









(5)


These stock options were forfeited effective March 31, 2021, upon entrance by Mr. Wholihan in the
Transition Agreement described above under “Employment Agreements with our Named Executive Officers.”






23










Table of Contents








DIRECTOR COMPENSATION




2020 Director Compensation



The following table presents
the total compensation for each person who served as a

non-employee

member of our Board of Directors during 2020.








































































































































































Name





Fees


Earned


or Paid in


Cash ($)





Option


Award


($)(1)





Total ($)




Robert Alexander, Ph.D. (2)





46,563




14,889




61,452



Allene Diaz (3)





50,750




14,889




65,639



Andrew Hack, M.D., Ph.D. (4)





55,000




14,889




69,889



Alexey Margolin, Ph.D. (5)





70,000




14,889




84,889



Ann Miller, M.D. (6)





11,688




35,778




47,466



Gino Santini (7)





78,750




14,889




93,639



James Topper, M.D., Ph.D. (8)





50,250




14,889




65,139



Robert Tepper, M.D. (9)





36,000




—




36,000










(1)


Amounts reflect the grant date fair value of option awards granted in 2020 in accordance with ASC 718. Such
grant-date fair value does not take into account any estimated forfeitures related to service-vesting conditions. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting. See note 11 to the financial
statements in our Annual Report on Form

10-K

for the year ended December 31, 2020 regarding assumptions we made in determining the fair value of equity awards.









(2)


As of December 31, 2020, Dr. Alexander held 91,967 options.









(3)


As of December 31, 2020, Ms. Diaz held 42,000 options.









(4)


As of December 31, 2020, Dr. Hack held 48,364 options.









(5)


As of December 31, 2020, Dr. Margolin held 596,219 options.









(6)


Dr. Miller joined our Board of Directors in October 2020. As of December 31, 2020, Dr. Miller
held 28,000 options.









(7)


As of December 31, 2020, Mr. Santini held 77,112 options.









(8)


As of December 31, 2020, Dr. Topper held 58,546 options.









(9)


Dr. Tepper retired from our Board of Directors effective as of October 5, 2020. As of
December 31, 2020, Dr. Tepper held 44,546 options.






24










Table of Contents







Non-Employee

Director Compensation Policy



Our Board of Directors has adopted a

non-employee

director compensation policy that is designed to enable us to attract
and retain, on a long-term basis, highly qualified

non-employee

directors. Under the policy, each director who is not an employee is paid cash compensation as set forth below:






















































































































Annual


Retainer


($)





Board of Directors:








All

non-employee

members





40,000



Chair





30,000



Lead Independent Director





20,000




Audit Committee:








Members





7,500



Chair





15,000




Compensation Committee:








Members





6,000



Chair





12,000




Nominating and Corporate Governance Committee:








Members





4,000



Chair





8,000



In addition, each

non-employee

director is granted a

non-qualified

stock option to purchase 74,000 shares of our common stock on the date of such director’s election or appointment to the Board of Directors, which vests in equal annual installments over the
three years following the grant date, subject to continued service as a director; provided that, if not already vested, such stock option shall vest and become fully exercisable on the date of the third annual meeting of stockholders following the
grant date. On the date of each annual meeting of stockholders of our Company, each continuing

non-employee

director who has served as a director for the previous six months will be granted a

non-qualified

stock option to purchase 37,000 shares of common stock, which will vest and become fully exercisable upon the earlier to occur of the first anniversary of the grant date or the date of the next annual
meeting of stockholders following the date of grant, subject to continued service as a director through such date.




Compensation Risk Assessment



We believe that, although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive
compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term
and long-term strategic goals, in particular in connection with our


pay-for-performance


compensation philosophy. As a result, we do not believe that our compensation
programs are reasonably likely to have a material adverse effect on us.





25










Table of Contents








TRANSACTIONS WITH RELATED PERSONS






Policies and Procedures for Related Person Transactions



We have adopted a Related Person Transaction Policy, which requires all related person transactions to be reviewed and approved by our audit committee or
another independent




The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever Allena Pharmaceuticals, Inc. makes a similar move, sign up!

Other recent filings from the company include the following:

Statement of acquisition of beneficial ownership by individuals - Jan. 25, 2022
Allena Pharmaceuticals Provides Clinical And Corporate Update ALLN-346, - Jan. 4, 2022

Auto Refresh

Feedback