)
SECURITIES AND EXCHANGE COMMISSION
the
Securities Exchange Act of 1934(Amendment (Amendment No. ___)belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l)(1) and 0-11.(1)Title of each class of securities to which transaction applies:
PRECIGEN, INC.
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
8, 2023
Your vote is very important to us. Please read the Proxy Statement and then, regardless of whether you are able to attend the Annual Meeting, vote your shares as promptly as possible. Please note that in the absence of specific instructions as to how to vote, brokers may not vote your shares on the election of directors, or the non-binding proposal to approve the compensation of the named executive officers.officers or the proposal to approve the Precigen, Inc. 2023 Omnibus Incentive Plan. You may revoke your proxy and change your vote by entering new instructions on either the telephone or internet voting system before 11:59 p.m. Eastern Time on June 9, 2021,7, 2023, by submitting a proxy with a later date before the polls close at the Annual Meeting, by delivering a written revocation to our Corporate Secretary such that it is received before the polls close at the Annual Meeting, or by voting your shares in person at the Annual Meeting. Please note that voting in advance in any of the ways described will not prevent you from attending the Annual Meeting should you choose to do so. Even ifWhether or not you cannot attend the Annual Meeting, please vote your shares as promptly as possible.
Germantown, Maryland
April 28, 2021
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 10, 2021
8, 2023
table of contents
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26, 2023. Requests should be sent to the Corporate Secretary in writing at Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.
Meeting?
the Proxy Statement?
Proposal | | | Vote Required | | |
1. | Election of directors | | | Majority of votes cast | |
2. | Ratification of appointment of Deloitte & Touche LLP | ||||
Majority of votes cast | | ||||
3. Advisory vote to approve executive compensation | | | Majority of votes cast | | |
4. Approval of the 2023 Plan | | | Majority of votes cast | |
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7, 2023.
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To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card or any additional voting instructions that accompanied your proxy materials.
instruction?
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Therefore, please note that in the absence of your specific instructions as to how to vote, your bank, broker, or other nominee may not vote your shares with respect to the election of directors, and the non-binding proposal to approve the compensation of the named executive officers.officers, or the proposal to approve the 2023 Plan. These matters are not considered routine matters. However, the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP is a routine matter for which brokerage firms may vote on behalf of their clients if no voting instructions are provided. Therefore, if you are a street name shareholder whose shares of common stock are held with a bank, broker, or other nominee and you do not return your voting instructions, your bank, broker, or other nominee may vote your shares “for”on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. Please return your proxy so your vote can be counted.
officers, and (iv) the approval of the 2023 Plan.
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be submitted to Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.
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Corporate Governance
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In carrying out its responsibilities, the Compensation Committee considers the impact of executive and employee compensation on our risk profile, as well as overseeing the development, implementation and effectiveness of our human capital management policies, programs and initiatives, including with respect to recruitment, retention and development of our employees.
The Compensation Committee’s responsibilities also include the consideration of succession planning for our Chief Executive Officer and other executive officers.
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Compensation Committee
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current composition of the Board in light of the diverse communities and geographies we serve and the interplay of the candidate’s or nominee’s diverse individual experience, education, skills, background, and other qualities and attributes with those of the other Board members. The Nominating and Governance Committee and Board monitor the Board’s effectiveness through the Board’s self-evaluation process. As described under “Nominees for Election as Directors,” the Nominating and Governance Committee and the Board believe that the current composition of the Board reflects a group of highly talented individuals with diverse backgrounds, skills, professional, and industry experience, and other personal qualities and attributes best suited to perform oversight responsibilities for us and our shareholders.
website.
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Beneficial Ownership of Common Stock
2023.
Name of Beneficial Owner | Outstanding Shares Beneficially Owned (1) | Right to Acquire Beneficial Ownership (2) | Total Shares Beneficially Owned | Percentage of Shares Beneficially Owned | ||||||||||||
Directors/director nominees | ||||||||||||||||
RJ Kirk and Affiliates (3) | 81,760,477 | 118,870 | 81,879,347 | 39.6 | % | |||||||||||
Cesar L. Alvarez | 257,396 | 251,206 | 508,602 | * | ||||||||||||
Steven Frank | 337,205 | 251,206 | 588,411 | * | ||||||||||||
Vinita Gupta (4) | 150,820 | 230,127 | 380,947 | * | ||||||||||||
Fred Hassan | 154,687 | 245,347 | 400,034 | * | ||||||||||||
Jeffrey B. Kindler | 214,209 | 266,053 | 480,262 | * | ||||||||||||
Dean J. Mitchell | 177,926 | 251,206 | 429,132 | * | ||||||||||||
Robert B. Shapiro (5) | 276,877 | 266,053 | 542,930 | * | ||||||||||||
James Turley | 159,904 | 277,933 | 437,837 | * | ||||||||||||
Named executive officers | ||||||||||||||||
Helen Sabzevari | 655,214 | 1,709,776 | 2,364,990 | 1.1 | % | |||||||||||
Rick Sterling | 340,020 | 429,472 | 769,492 | * | ||||||||||||
Donald P. Lehr | 274,652 | 506,466 | 781,118 | * | ||||||||||||
Jeffrey Perez | 279,821 | 450,430 | 730,251 | * | ||||||||||||
Current executive officers and directors as a group (6) | 85,039,208 | 5,254,145 | 90,293,353 | 42.7 | % | |||||||||||
Greater than 5% shareholders | ||||||||||||||||
Ares Trading SA (7) | 27,398,519 | — | — | 13.3 | % |
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* Represents beneficial ownership of less than 1% of our outstanding shares of common stock. (1) Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes sole or shared voting or investment power with respect to shares of our common stock. The information set forth in the table above is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares deemed beneficially owned in this table does not constitute an admission of beneficial ownership of those shares. Except as otherwise noted, to our knowledge, the persons and entities named in the table above have sole voting and investment power with respect to all of the shares of common stock beneficially owned by them, subject to community property laws, where applicable. (2) Consists of shares of common stock subject to stock options exercisable as of, or within 60 days of, March 31, 2023 and restricted stock units vesting within 60 days of March 31, 2023. Shares of common stock subject to stock options that are exercisable as of, or within 60 days of, March 31, 2023 and restricted stock units vesting within 60 days of March 31, 2023 are deemed to be outstanding and beneficially owned by the person holding the option or the restricted stock unit for the purpose of 14 calculating the percentage ownership of that person, but are not deemed outstanding for the purpose of calculating the percentage ownership of any other person. (3) Includes shares held by the following entities over which Mr. Kirk (or an entity over which he exercises exclusive control) exercises exclusive control: 490,401 shares held by |
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JPK 2008 LLC, 3,541,3153,703,398 shares held by JPK 2009 LLC, 1,589,5311,654,363 shares held by JPK 2012, LLC, 14,140,13913,520,789 shares held by Kapital Joe, LLC, 444,007453,731 shares held by Kellie L. Banks (2009) Long Term Trust, 1,403 shares held by Lotus Capital (2000) Co., Inc., 473,231489,438 shares held by MGK 2008 LLC, 3,782,3543,944,437 shares held by MGK 2009 LLC, 1,572,2081,637,040 shares held by MGK 2011, LLC, 18,329,99631,337,786 shares held by R.J. Kirk Declaration of Trust, 16,406,828 shares held by Sunset 2020 LLC, 19,711 shares held by Third Security Incentive 2006 LLC, 832,500 shares held by Third Security Incentive 2007, 691,929 shares held by Third Security Incentive 2009, 1,260,5381,384,408 shares held by Third Security Incentive 2010 LLC, 118,266 shares held by Third Security Senior Staff 2006 LLC, 4,995,000 shares held by Third Security Senior Staff 2007, 2,976,0633,223,803 shares held by Third Security Senior Staff 2008 LLC, 975,0841,015,604 shares held by Third Security Senior Staff 2015 LLC, 58,800 shares held by Third Security Senior Staff LLC, 311,287 shares held by Third Security Staff 2001 LLC, 59,133 shares held by Third Security Staff 2006 LLC, 2,497,500 shares held by Third Security Staff 2007, 1,383,858 shares held by Third Security Staff 2009, 1,592,2061,839,946 shares held by Third Security Staff 2010 LLC, 975,0841,015,626 shares held by Third Security Staff 2015 LLC, 561,872578,079 shares held by ZSK 2008 LLC, and 338,154351,120 shares held by ZSK 2009 LLC.LLC, 1,000,000 shares held by Parkview 2020. Also includes 1,144,481 shares held by Alana D. Czypinski, Mr. Kirk’s spouse.
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Mr. Shapiro has not been nominated for reelection, and will be retiring at the Annual Meeting.
Board or the Board may reduce its size.
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Name, Tenure, and Age | | | Business Experience During Past Five Years and Other Affiliations | |
Randal Kirk
| | | Mr. Kirk has served as Executive Chairman of the Board since January 2020 and previously served as Chairman of the Board from February 2008 until December 31, 2019 and as our CEO from April 2009 until December 31, 2019. Mr. Kirk provides a wealth of strategic, operational, and management experience. Mr. Kirk currently serves as | |
| | | Since May 2015, Mr. Kirk has served as a member of the board of directors of the Edward Via College of Osteopathic Medicine. Previously, Mr. Kirk served as a member of the board of directors of Scios, Inc. (previously traded on Nasdaq prior to its acquisition by Johnson & Johnson) between February 2000 and May 2002, as a member of the board of directors of Halozyme Therapeutics, Inc. (Nasdaq: HALO), a clinical-stage biotechnology company, from May 2007 to May 2018, as a member of the board of directors of ZIOPHARM Oncology, Inc. (Nasdaq: ZIOP), a biotechnology company, from January 2011 to October 2018, and as a member of the board of directors of Clinical Data, Inc. (previously traded on Nasdaq prior to its acquisition by Forest Laboratories, Inc. in April 2011) from September 2002 to April 2011, and was Chairman of the board of directors from December 2004 to April 2011. | |
| | | Mr. Kirk served on the board of visitors of Radford University from July 2003 to June 2009, was Rector of the board of directors from September 2006 to September 2008 and served on the board of directors of the Radford University Foundation, Inc. from September 1998 to May 2011. He served on the board of visitors of the University of Virginia and Affiliated Schools from July 2009 to October 2012, on the Virginia Advisory Council on Revenue Estimates from July 2006 to October 2012 and on the Governor’s Economic Development and Jobs Creation Commission from April 2010 to October 2012. Mr. Kirk received a B.A. in Business from Radford University and a J.D. from the University of Virginia. | |
| | | We believe that Mr. Kirk’s business experience, including his extensive business experience as CEO of multiple companies, his experience as an investor, his service on committees of academic institutions and other public company boards, combined with his business acumen and judgment, provides the Board with valuable strategic and operational expertise and leadership skills. | |
Cesar Alvarez
| | | Mr. Alvarez has served as a Board member since 2008. Mr. Alvarez | |
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Name, Tenure, and Age | | | Business Experience During Past Five Years and Other Affiliations | |
| | | distributor of air conditioning, heating and refrigeration equipment and related parts and supplies; and a director of The St. Joe Company (NYSE: JOE), a real estate development company. Mr. Alvarez served on the board of directors of Fairholme Funds, Inc., a family of publicly traded focused investment funds from May 2008 to February 2020 and Sears Holding Corporation, a retail company, from January 2013 to May 2017. Mr. Alvarez served on the board of directors of Mednax, Inc. (NYSE: MD), a provider of physician services, including newborn, maternal fetal, pediatric subspecialties, and anesthesia care from March 1997 to July 2020. Mr. Alvarez holds a Bachelor of Science, a Master of Business Administration, and a Juris Doctor from the University of Florida. | |
| | | We believe Mr. Alvarez’s qualifications to serve on the Board include his experience as Chief Executive Officer, Executive Chairman, and Senior Chairman of one of the nation’s largest law firms with approximately | |
Steven Frank
| | | Mr. Frank has served as a Board member since February 2008. Mr. Frank has served as a Director of EXUMA Biotechnology Inc., a clinical-stage biotechnology company, since June 2020. Mr. Frank joined J.P. Morgan Securities LLC, an investment bank, in June 2008 and currently serves as Chairman of Global Healthcare Investment Banking. Mr. Frank had previously been the head of Bear Stearns’ Worldwide Health Care Investment Banking group in New York for 16 years and has provided general investment banking services to all types of healthcare companies. Specifically, Mr. Frank has led or played major roles in hundreds of mergers and acquisitions and financing transactions across the spectrum of deal structures. He has specialized in transactions involving pharmaceutical, medical device, and biotechnology companies. Prior to joining Bear Stearns in 1993, Mr. Frank served for over ten years as an institutional investor, primarily at State Farm Insurance Company, where he focused on a multibillion-dollar life-sciences portfolio. Mr. Frank holds a B.S. from Illinois State University and an M.B.A. from the University of Chicago. Mr. Frank also has been on the Executive Board of Frost Museum of Science since June 2020. We believe Mr. Frank’s extensive knowledge of our industry and of finance and capital structure strengthen the Board’s collective qualifications, skills, and experience. | |
Vinita Gupta
| | | Ms. Gupta has served as a Board member since April 2017. Since September 2012, Ms. Gupta has served as the | |
Name, Tenure, and Age | | | Business Experience During Past Five Years and Other Affiliations | |
| | | subsidiary Kyowa Pharmaceuticals from 2007 until the sale of that business in 2019. Ms. Gupta has held various positions at Lupin since joining the company in 1993. In 2017, Ms. Gupta also became a member of the Global Advisory Board at the Kellogg School of Management at Northwestern University. | |
| | | Ms. Gupta was named 2015 Ernst & Young Entrepreneur of the Year and won the 2016 Forbes India Leadership Awards |
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Year. Ms. Gupta is regularly named in Forbes Asia Top 50 Power Business women listings for Asia Pacific. Ms. Gupta graduated from the University of Mumbai with a degree in pharmacy and received her MBA from the Kellogg School of Management at Northwestern University. | | |||
| | | We believe Ms. Gupta’s qualifications to serve on | |
Fred Hassan
| | | Mr. Hassan has served as a Board member since June 2016. Mr. Hassan joined Warburg Pincus LLC, a global private equity investment institution, in 2010 and currently serves as Director. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan previously held leadership positions with Wyeth serving as Executive Vice President, and was a member of the board from 1995 to 1997. Earlier in his career, he spent a significant tenure with Sandoz Pharmaceuticals and headed the company’s U.S. pharmaceuticals business.
Mr. Hassan has Mr. Hassan has chaired notable pharmaceutical industry organizations including The Pharmaceutical Research and Manufacturers of America (PhRMA) and The International Federation of Pharmaceutical Manufacturers Associations (IFPMA) | |
Name, Tenure, and Age | | | Business Experience During Past Five Years and Other Affiliations | |
| | | We believe Mr. Hassan’s qualifications to serve on the Board include his strong leadership and management experience within our industry, including significant knowledge of operations, strategy, government relations, regulatory, finance and investments, and mergers and | |
Jeffrey Kindler
| | | Mr. Kindler has served as a Board member since November 2011. He is the Chief Executive Officer of Centrexion |
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Blackstone, | | |||
| | | In addition to serving on Precigen’s Board, Mr. Kindler currently serves on the boards of | |
| | | We believe Mr. Kindler brings leadership, extensive business, operating, legal and policy, and corporate strategy experience to the Board, along with tremendous knowledge of several of the industries in which we operate as well as the fundamentals of our business. | |
Dean Mitchell
| | | Mr. Mitchell has served as a Board member since March 2009. In July 2013, Mr. Mitchell was appointed Executive Chairman and board member of Covis Pharma Holdings S.a.r.l., a private specialty pharmaceutical company, which was sold in March 2020 to Apollo Capital. In 2020, he joined the boards of Kinnate Biopharma Inc. | |
| | | Previously, Mr. Mitchell
| |
Name, Tenure, and Age | | | Business Experience During Past Five Years and Other Affiliations | |
| | | Executive Officer of Guilford Pharmaceuticals Inc., a public company, from December 2004 until its |
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acquisition by MGI Pharma Inc., a public biopharmaceutical company focused in oncology and acute care, in October 2005, and was a non-executive director of MGI Pharma Inc. until its acquisition by Eisai Co., Ltd. in January 2008. Mr. Mitchell was at Bristol-Myers Squibb, a public company, from 2001 until 2004 in several key leadership roles including President International, President U.S. Primary Care and Vice President, Strategy. He also spent 15 years at Glaxo SmithKline, a public company, and its predecessor companies, most recently as Senior Vice President, Clinical Development and Product Strategy from 1999 to 2001, and prior to that as Vice President and General Manager, Specialty Divisions, Strategic Planning and Business Development, from 1995 to 1999. Mr. Mitchell received an M.B.A. from City University Business School, in London, U.K., and a B.Sc. degree in biology from Coventry University, U.K. We believe Mr. Mitchell brings to the Board extensive experience in the pharmaceutical industry, specifically in the areas of management, business and corporate development, sales and marketing, and clinical development as well as his significant experience serving on boards of directors of companies in our industry. | | |||
Helen Sabzevari
| | | Dr. Sabzevari has served as Board member since June 2020, as our President and Chief Executive Officer since January 2020, and as President of PGEN Therapeutics, Inc., our wholly owned subsidiary, since December 2017. | |
| | | We believe Dr. Sabzevari brings to the Board expertise in research and development of immunotherapy-based therapeutics, experience translating novel treatments from preclinical stage into the clinic, and extensive leadership experience and knowledge of the industry. | |
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Name, Tenure, and Age | | | Business Experience During Past Five Years and Other Affiliations | |
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James Turley
| | | Mr. Turley has served as a Board member since April 2014. Mr. Turley also serves on the board of directors of Citigroup Inc. (NYSE: C), a leading global bank, Emerson Electric Co. (NYSE: EMR), a global leader in bringing technology and engineering together to provide innovative solutions for customers in industrial, commercial, and consumer markets around the world, since July 2013, and Northrop Grumman Corporation (NYSE: NOC), a leading global security company providing innovative systems, products and solutions to government and commercial customers worldwide, since April 2015. Mr. Turley previously served as the Chairman and Chief Executive Officer of Ernst & Young LLP (“Ernst & Young”) from 2001 until his retirement in June 2013. From 1994 to 2001, Mr. Turley served as Regional Managing Partner of Ernst & Young. | |
| | | Mr. Turley is also a board member of the Boy Scouts of America, a board member of Kohler | |
| | | We believe Mr. Turley’s extensive management experience as the former Chairman and Chief Executive Officer of one of the world’s largest accounting firms, his accounting and financial expertise, and his experience in serving on the boards of directors of publicly traded companies make him well qualified to serve on the Board. Having served |
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as Chair and CEO of Ernst & Young, Mr. Turley developed significant expertise in the areas of compensation, litigation, corporate affairs, and corporate governance. Mr. Turley also possesses extensive knowledge and expertise in the areas of financial reporting, business, and risk management. | |
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Director Compensation
Board Diversity Matrix (as of April 25, 2023) Total Number of Directors 10 Female Male Part I: Gender Identity: Directors 2 8 Part II: Demographic Background: Asian 1 1 Hispanic or Latinx — 1 Middle Eastern 1 — White — 6
Element of Compensation | | | Compensation Amount | |
Annual Retainer for Board Chair(1) | | | $ | |
Annual Retainer for Other Board Members(1) | | | $50,000 | |
Committee Chair Additional Retainer(1) | | | $12,500 | |
Committee Member Additional Retainer(1) | | | $6,500 | |
Annual Equity Awards | | | Options with a value of $125,000(2) | |
| | | RSUs with a value of $125,000(3) | |
Initial Appointment Equity Awards | | | Options with a value of $180,000(4) | |
| | | RSUs with a value of $180,000(5) | |
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(1) Non-employee directors have the option to receive shares of common stock, valued at the fair market value at the time of issuance, in lieu of cash retainers. We do not issue, nor do we pay cash |
Director Compensation Table for, 2020
fractional shares. Annual retainer fees are payable in advance at the first regularly scheduled meeting of the Board for the calendar year.
Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3)(5) ($) | Option Awards(4)(5) ($) | Total ($) | ||||||||||||
Cesar Alvarez | 62,499 | 125,000 | 125,000 | 312,499 | ||||||||||||
Steven Frank | 49,999 | 125,000 | 125,000 | 299,999 | ||||||||||||
Vinita Gupta | 56,499 | 125,000 | 125,000 | 306,499 | ||||||||||||
Fred Hassan | 56,499 | 125,000 | 125,000 | 306,499 | ||||||||||||
Jeffrey Kindler | 68,999 | 125,000 | 125,000 | 318,999 | ||||||||||||
Dean Mitchell | 56,499 | 125,000 | 125,000 | 306,499 | ||||||||||||
Robert Shapiro | 62,999 | 125,000 | 125,000 | 312,999 | ||||||||||||
James Turley | 62,499 | 125,000 | 125,000 | 312,499 |
Name(1) | | | Fees Earned or Paid in Cash(2) ($) | | | Stock Awards(3)(5) ($) | | | Option Awards(4)(5) ($) | | | Total ($) | | ||||||||||||
Randal Kirk | | | | | 99,999 | | | | | | 250,000 | | | | | | 250,000 | | | | | | 599,999 | | |
Cesar Alvarez | | | | | 62,497 | | | | | | 125,000 | | | | | | 125,000 | | | | | | 312,497 | | |
Steven Frank | | | | | 49,999 | | | | | | 125,000 | | | | | | 125,000 | | | | | | 299,999 | | |
Vinita Gupta | | | | | 56,499 | | | | | | 125,000 | | | | | | 125,000 | | | | | | 306,499 | | |
Fred Hassan | | | | | 56,499 | | | | | | 125,000 | | | | | | 125,000 | | | | | | 306,499 | | |
Jeffrey Kindler | | | | | 68,997 | | | | | | 125,000 | | | | | | 125,000 | | | | | | 318,997 | | |
Dean Mitchell | | | | | 56,499 | | | | | | 125,000 | | | | | | 125,000 | | | | | | 306,499 | | |
Robert Shapiro | | | | | 62,998 | | | | | | 125,000 | | | | | | 125,000 | | | | | | 312,998 | | |
James Turley | | | | | 62,497 | | | | | | 125,000 | | | | | | 125,000 | | | | | | 312,497 | | |
____________________
Name |
|
| Shares of | | |||||
Randal Kirk | | | | | 12,970 | | |
Cesar Alvarez | | | | 8,106 | | | |
Steven Frank | | | | 6,485 | | | |
Vinita Gupta | | | | 7,328 | | | |
Fred Hassan | | | | 7,328 | | | |
Jeffrey Kindler | | | | 8,949 | | | |
Dean Mitchell | | | | 7,328 | | | |
Robert Shapiro | | | | 8,171 | | | |
James Turley | | | | 8,106 | | |
Name | RSUs Outstanding (#) | Stock Options Outstanding (#) | Unvested Stock Options (#) | |||||||||
Cesar Alvarez | 62,189 | 232,067 | — | |||||||||
Steven Frank | 62,189 | 232,067 | — | |||||||||
Vinita Gupta | 62,189 | 208,020 | 10,000 | |||||||||
Fred Hassan | 62,189 | 223,240 | — | |||||||||
Jeffrey Kindler | 62,189 | 243,946 | — | |||||||||
Dean Mitchell | 62,189 | 232,067 | — | |||||||||
Robert Shapiro | 62,189 | 243,946 | — | |||||||||
James Turley | 62,189 | 255,826 | — |
Name | | | RSUs Outstanding (#) | | | Stock Options Outstanding (#) | | ||||||
Randal Kirk | | | | | 126,595 | | | | | | 285,248 | | |
Cesar Alvarez | | | | | 61,576 | | | | | | 322,521 | | |
Steven Frank | | | | | 61,576 | | | | | | 322,521 | | |
Vinita Gupta | | | | | 61,576 | | | | | | 313,316 | | |
Fred Hassan | | | | | 61,576 | | | | | | 328,536 | | |
Jeffrey Kindler | | | | | 61,576 | | | | | | 322,520 | | |
Dean Mitchell | | | | | 61,576 | | | | | | 322,521 | | |
Robert Shapiro | | | | | 61,576 | | | | | | 322,520 | | |
James Turley | | | | | 61,576 | | | | | | 361,122 | | |
As of December 31, 2022, each of our non-employee directors was either in satisfaction of the ownership requirement, or on track to satisfy the ownership requirement within the five-year period.
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Until a non-employee director has met our equity ownership guidelines, he or she is expected to hold 100% of any stock acquired through exercise of a stock option or vesting and settlement of restricted stock units, net of shares sold to cover the cost of acquisition and any applicable tax obligation. In addition, non-employee directors must further hold all net shares for a minimum of one year following exercise, in the case of stock options, or vesting, in the case of RSUs or other equity awards.
2023.
stockholders.
| | | Fiscal Year Ended December 31, | | |||||||||
| | | 2022 | | | 2021 | | ||||||
Audit Fees | | | | $ | 1,380,000 | | | | | $ | 1,731,700 | | |
Audit-Related Fees | | | | | 185,000 | | | | | | — | | |
Tax Fees | | | | | 155,915 | | | | | | 234,084 | | |
All Other Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 1,748,615 | | | | | $ | 1,965,784 | | |
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Fiscal Year Ended December 31, | ||||||||
2020 | 2019 | |||||||
Audit Fees | $ | 1,669,500 | $ | 1,491,200 | ||||
Audit-Related Fees | 175,000 | — | ||||||
Tax Fees | 196,928 | — | ||||||
All Other Fees | — | — | ||||||
Total Fees | $ | 2,041,428 | $ | 1,491,200 |
Audit Fees
letters.
27
Audit Committee Report
The Audit Committee reviewed and discussed our audited financial statements as of and for the fiscal year ended December 31, 2020 with management and Deloitte. Management has the responsibility for the preparation of our financial statements and Deloitte has the responsibility for the audit of those statements.
Based on the above-mentioned review and discussions with management and Deloitte, the Audit Committee recommended to the Board that our audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the SEC.
2023.
Dean Mitchell
Robert Shapiro
28
29
Identification of Executive Officers
Randal Kirk,
Rick Sterling, age 57,61, Chief Financial Officer.
B.S. in accountancy from Bentley University. He also completed EY’s executive education program in strategic leadership at Northwestern University’s Kellogg School. Mr. Thomasian is a Certified Public Accountant.
D. Bradford (“Brad”) Osborne,
30
Compensation Discussion and Analysis
2022.
Our
Name | | | Position | |
Helen Sabzevari, Ph.D. | | | President and Chief Executive Officer | |
| Chief Financial Officer | | ||
Donald P. Lehr | | | Chief Legal Officer | |
Jeffrey Perez | | | Senior Vice President, Intellectual Property Affairs | |
Rutul R. Shah(1) | | | Chief Operating Officer | |
31
The Company entered 2020 at2022 was another transformational year for the culmination of a strategic process through which it focused its operations on its healthcare programs. As part of this process, the Company made a change to its executive leadership structure, promoting Dr. Sabzevari to the role of President and Chief Executive Officer. Through 2020, the Company completed the divestiture of a number of our non-healthcare businesses and assets, discontinued and deemphasized certain other non-healthcare programs, andCompany. We made significant clinical progress across our principal pipeline, including UltraCAR-T and preclinical advancements with respectAdenoVerse; we completed the sale of a non-healthcare business, Trans Ova Genetics and implemented additional organizational steps to its healthcare programs. In addition, the Company transformed aspects of its corporate organization to better align withcontinue the Company’s ongoingfocus as a healthcare focus. Allcompany; and we strengthened the Company’s balance sheet through the early retirement of this progress was made in the facea portion of and notwithstanding, the global COVID 19 pandemic.our convertible notes. For 2020,2022, after taking into account the overall position of the Company and with a focus on retention and cash preservation, the Compensation Committee, retainedwith the assistance of its independent compensation consultant in assessing the competitive market and evaluating current executive pay practices, made adjustments to the existing base salaries for certain of our executive officers and made annual short-term incentive awards, consisting of a mixture of cash and equity, but nobased on the Company’s performance. In addition, we awarded long-term incentive awards were granted for 2020.
to our executive officers in the form of stock options to promote retention, increase long-term equity ownership and align executive and long-term shareholder interests by linking a portion of their compensation to changes in the Company’s stock price.
32
Principles of Our Compensation Framework
2022
2022. Mr. Shah provides broad leadership experience and expertise in alliance management, portfolio management, program and project management and the Company’s operations. As more fully described below, Dr. Sabzevari’s employment agreement provides for eligibility forMr. Shah received an annual bonus beginningsalary increase to $410,000 in 2020 of between 75% and 150% of Dr. Sabzevari’s annual base salary. connection with his appointment.
Also as more fully described below, the Compensation Committee carried out a comprehensive process to determine the appropriate compensation for Mr. Kirk in his role as Executive Chairman.
philosophy and drive long-term shareholder value creation.
33
Element of |
| | Description | | | How This Element Promotes Our Objectives | |
Annual Compensation | | | | | | | |
Base Salary | | | Fixed annual compensation that is certain in payment and provides continuous income. | | | Aids in both recruitment and retention; designed to be competitive in the marketplace. | |
Annual Short-Term Incentive Awards | | | Performance-based compensation for achieving goals and objectives. | | | Motivates and rewards achievement of annual corporate objectives by providing at-risk comprehensive pay opportunities linked to performance. | |
Long-Term Compensation | | | | | | | |
Long-Term | |||||||
Equity Incentive Awards | | Generally, grants of options and/or RSUs that are part of our long-term incentive program; time-based vesting, generally over four years. | | | Promotes retention, increases long-term equity ownership, and aligns executive and long-term shareholder interests by linking a portion of their compensation to changes in company stock price. | | |
Other Compensation | | | | | | | |
Post-Termination Payments and Benefits | | Contractual payments and benefits for certain executives upon termination of | | | Provides assurance of financial security, which is desirable in lateral recruiting and executive retention and permits objective evaluation by executives of potential changes to our strategy and structure. | | |
Other Benefits | | | Executives participate in employee benefit plans generally available to our employees. | | | Fair and competitive programs to provide for the health and well-being of executives and their families. | |
34
Executive Chairman)CEO), the Compensation Committee generally considers the executive officer’s experience level, demonstrated capabilities, time and placement in position, our geographic region, individual performance, and potential future contributions to our Company. In addition, the Compensation Committee may consider executive compensation data for the industry as a whole, including data from similarly situated companies. Base salaries are reviewed annually by the Compensation Committee. When making decisions to adjust executive salaries, the Compensation Committee will also consider our overall financial performance in addition to the factors identified above. No particular weight is assigned to any one factor. Taking into account the overall position of the Company, the Compensation Committee determined not to make any changes to base salary for our named executive officers in 2020.
Compensatory Arrangements2022.
Mr. Kirk servedeach of our NEOs. In connection with his appointment as an executive officer of the Company through September 24, 2020. At that time he ceased serving as an executive officer of the Company, but continued his service as Executive Chairman as a member of the Board. The base salary for Mr. Kirk was defined pursuant to the terms of the RSU Agreement between the Company and Mr. Kirk. On October 30, 2015, the Compensation Committee and the independent members ofChief Operating Officer, the Board approved the RSU Agreement as aan increase to Mr. Shah’s annual base salary to $410,000. No other changes were made to Mr. Shah’s compensation arrangement for Mr. Kirk. Previously, Mr. Kirk did notarrangements.
Name | | | 2022 Base Salary | | |||
Dr. Helen Sabzevari | | | | $ | 1,000,000 | | |
Harry Thomasian Jr. | | | | $ | 475,000 | | |
Donald Lehr | | | | $ | 575,000 | | |
Jeffrey Perez | | | | $ | 500,000 | | |
Rutul R. Shah | | | | $ | 410,000 | | |
Following the March 31, 2020 expiration of his RSU Agreement, the Compensation Committee undertook a review, together with its compensation consultant, to determine the appropriate compensation for Mr. Kirk’s role as Executive Chairman. Following this process, in light of Mr. Kirk’s experience, prior role as the Company’s chief executive officer as well as additional and continuing responsibilities expected of him in the role of Executive Chairman, the Compensation Committee determined that it was appropriate for his compensation to be structured and paid in the same manner as the other independent directors but with the effective compensation amounts set at approximately two times the total paid to each director.
Annual Incentive Awards
General
Prior to 2020, the awarding of annual incentive bonuses for our executives was carried out pursuant to an Annual Incentive Plan. This Annual Incentive Plan was administered by the Compensation Committee which had sole authorityfollowing the completion of the applicable performance year, and subject to formulate adjustments and make interpretations under the Annual Incentive PlanNEO’s continued employment through the applicable payment date. Each named executive officer is provided an annual target bonus opportunity that is set as it deemed appropriate.
As more fully described below,a percentage of base salary, except that Dr. Sabzevari’s employment agreement provides for eligibility for an annual bonus beginning in 2020 of between 75% and 150% of Dr. Sabzevari’s annual base salary, contingent upon continuous employment by us and Dr. Sabzevari’s performance during the bonus period and through the date on which the bonus is paid, as determined in the sole discretion of the Board. In consultation with Dr. Sabzevari and its compensation consultant,salary.
35
Following the end of the 2022 performance year, the Compensation Committee carefully reviewed the performance of the Company and executive management against these goals. In order to do so, they received from management a detailed accountingeach of the company’s achievements ingoals as part of the areas of researchevaluation process for determining the annual bonus payouts for our named executive officers. In conducting the review, the Compensation Committee closely analyzed the achievement against each performance target, taking into account the specific objectives, quantitative metrics and development, business development, and corporate operations. Theyqualitative factors associated with each goal.
In 2020, the Compensation Committee determined not to utilize our formal Annual Incentive Plan for the other executive officers. Rather, in light of the realignment of the company and the new incentive compensation arrangement for the CEO, the Compensation Committee elected to utilize similar specific performance objectives in considering the incentive compensation for the other named executive officers other than Dr. Sabzevari and Mr. Kirk. In addition to considering the company’s achievements, they also took under advisement the recommendations of Dr. Sabzevari and the guidance of the compensation consultant. Based on these considerations, the Compensation Committee recommended the following performance bonuses for the named executive officers other than Dr. Sabzevari and Mr. Kirk, each of which was paid 50% in cash. The remaining 50% was paid to Messrs. Perez and Lehr75% in RSUs based on the grant date fair market value of the Company’s shares, with the value of any partial shares paid in cash as reflected in the table below. The RSU grants to Messrs. Perez and LehrRSUs were madegranted on March 25, 202124, 2023, of which one-third of the RSUs vested immediately upon the grant date and the remaining RSUs will become 100% vested subject to continued employment though May 14, 2021vest in four equal installments on each of August 2, 2023, August 9, 2023, August 16, 2023 and May 18, 2021, respectively.
Name | Annual Bonus (% of Base Salary) | Total Value of Annual Bonus ($) | Cash Payment ($) | Shares Granted (#) |
Jeffrey Perez | 70% | 350,000 | 175,006 | 22,697 |
Donald P. Lehr | 70% | 402,500 | 201,254 | 26,102 |
August 23, 2023.
Name | | | Annual Target Bonus (% of Base Salary) | | | Total Value of Target Bonus ($) | | | Achievement Percentage of Target (%) | | | Actual Cash Payment ($) | | | RSUs Granted (#) | | | Total Value of Actual Bonus ($) | | ||||||||||||||||||
Dr. Helen Sabzevari | | | | | 150% | | | | | $ | 1,500,000 | | | | | | 72.5% | | | | | $ | 271,875 | | | | | | 849,519 | | | | | $ | 1,087,500 | | |
Harry Thomasian Jr. | | | | | 40% | | | | | $ | 190,000 | | | | | | 72.5% | | | | | $ | 34,437 | | | | | | 8,109 | | | | | $ | 137,749 | | |
Donald P. Lehr | | | | | 40% | | | | | $ | 230,000 | | | | | | 72.5% | | | | | $ | 41,687 | | | | | | 26,102 | | | | | $ | 166,748 | | |
Jeffrey Perez | | | | | 40% | | | | | $ | 200,000 | | | | | | 72.5% | | | | | $ | 36,250 | | | | | | 22,697 | | | | | $ | 144,999 | | |
Rutul R. Shah | | | | | 40% | | | | | $ | 164,000 | | | | | | 72.5% | | | | | $ | 29,725 | | | | | | 26,102 | | | | | $ | 118,899 | | |
each NEO’s continued employment through such date.
Name | | | Additional Stock Options Granted (#) | | | Total Grant Date Value ($) | | ||||||
Dr. Helen Sabzevari | | | | | 369,596 | | | | | $ | 271,875 | | |
Harry Thomasian Jr. | | | | | 46,815 | | | | | $ | 34,437 | | |
Donald Lehr | | | | | 56,671 | | | | | $ | 41,687 | | |
Jeffrey Perez | | | | | 49,279 | | | | | $ | 36,250 | | |
Rutul R. Shah | | | | | 40,409 | | | | | $ | 29,725 | | |
Our long-term equity incentive awards have historically been in the form of time-vested stock options, generally vesting over four years. However, in a change prompted by (i) a desire to further align long-term compensation with company performance and (ii) an effort to strategically respond to the evolving recruitment and retention strategies of current or future competitors for our desired pool of executive talent,2022 as noted below.
36
Although we do not currently 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, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the ownership interests of our executives and our shareholders. In addition, we believe thatThe Compensation Committee continues to work closely with its independent compensation consultant to review and evaluate the Company’s approach to long-term equity grants with a time-based vesting feature promote executive retention by incentivizing ourincentive compensation for its executive officers to remain in our employment during the vesting period. Further, the levels at which they are granted, we believe, are competitive and appropriate for a company such as ours that is in a stage of anticipated growth with anticipated potential upside in stock performance over the long term. The size of the awards has historically taken into account a number of factors, including company performance as defined by the achievement of strategic objectives, individual performance, stock price performance, salary level, and tenure.manner that promotes long-term shareholder interests. The Compensation Committee believes that broad and significant employee ownership of our common stock effectively motivates the building of shareholder wealth.
Equity Awards for 2019 Performance
In March 2020, the Compensation approved grants of RSUs to certain of our named executive officers for 2019 performance as part of our annual incentive program. These awards are reported in the Summary Compensation Table for 2020 because they are equity awards, notwithstanding that the grants were made in respect of 2019 performance. A further discussion of these awards is included in the Compensation Discussion and Analysis contained in the proxy statement for our 2020 Annual Meeting of Shareholders.
Employment Agreement with Dr. Sabzevari
In connection with her appointment to the position of President and CEO in January 2020, we entered into an employment agreement with Dr. Sabzevari (the “Employment Agreement”). The term under the Employment Agreement commenced on January 1, 2020 and continues until terminated in accordance with the Employment Agreement.
Dr. Sabzevari’s initial annual base salary under the Employment Agreement is $1,000,000. On January 5, 2020 (the “Grant Date”), pursuant to the terms of the Employment Agreement, Dr. Sabzevari received a grant of (i) restricted stock units equal to 500,000 shares of Precigen common stock, which will vest on the first anniversary of the Grant Date (the “RSU Grant”), (ii) incentive stock options to purchase up to 1,500,000 shares of our common stock with an exercise price of $5.95 (the “FMV”), 50% of which will vest on the first anniversary of the Grant Date and the remaining 50% of which will vest in equal installments on each of the next three anniversaries of the Grant Date (together with the RSU Grant, the “Initial Equity Grants”), (iii) incentive stock options to purchase up to 1,500,000 shares of Precigen common stock with an exercise price of twice the FMV, and (iv) incentive stock options to purchase up to 1,500,000 shares of Precigen common stock with an exercise price of three times the FMV (together with (iii), the “Performance Equity Grants”). Each of the Performance Equity Grants will vest in four equal annual installments on each of the first four anniversaries of the Grant Date.
The Employment Agreement also provides for eligibility for an annual bonus beginning in 2020 of between 75% and 150% of Dr. Sabzevari’s annual base salary, contingent upon continuous employment by us and Dr. Sabzevari’s performance during the bonus period and through the date on which the bonus is paid, as determined in the sole discretion of the Board. Pursuant to the Employment Agreement, Dr. Sabzevari will be entitled to participate in all employee benefit plans that are generally made available to senior Precigen exempt executives.
37
Severance provisions in Dr. Sabzevari’s employment agreement are further discussed above in the section “Potential Payments upon Termination or a Change in Control.”
The Compensation Review Process
philosophy.
The Compensation Committee does not delegate authority to its outside advisor or to other parties.
Consultants
No Formal
We believe
| Company Name | | ||||||||||||
| Agenus (AGEN) | | | Allogene Therapeutics (ALLO) | | | Atara Biotherapeutics (ATRA) | | | Caribou Biosciences, Inc. (CRBU) | | | CytomX Therapeutics (CTMX) | |
| Fate Therapeutics (FATE) | | | Gritstone bio (GRTS) | | | IDEAYA Biosciences (IDYA) | | | Inovio Pharmaceuticals (INO) | | | Iovance Biotherapeutics (IOVA) | |
| Legend Biotech (LEGN) | | | Molecular Templates (MTEM) | | | NGM Biopharmaceuticals (NGM) | | | Poseida Therapeutics (PSTX) | | | Precision BioSciences (DTIL) | |
| REGENXBIO (RGNX) | | | Revolution Medicines (RVMD) | | | Sana Biotechnology (SANA) | | | Sorrento Therapeutics (SRNE) | | | TCR2 Therapeutics (TCRR) | |
| VBI Vaccines (VBIV) | | | Xencor (XNCR) | | | | | | | | | | |
Measure | | | 50th Percentile | | | Precigen’s Position | |
Market Capitalization | | | $1.37 billion | | | $1.38 billion (50th percentile) | |
Revenues | | | $36.0 million | | | $97.9 million (92nd percentile) | |
Annualized 3-Year TSR | | | 10% | | | -22% (14th percentile) | |
38
Establishing Total Direct Remuneration
39
accounting errors resulting in the restatement or correction that is greater than would have been paid or awarded calculated based upon the restated or corrected financial results or metrics. Further, it is the policy of the Board to seek recoupment in all instances where Section 304 of the Sarbanes-Oxley Act of 2002 requires us to seek recoupment.
United States Federal Income Tax Limits on Deductibility
Prior to the enactment
Compensation
record an expense for each award of equity compensation (including stock options and RSUs) over the vesting period of the award.
40
appropriate pay philosophy in light of our business model; • balance with respect to the mix of cash and equity compensation, and measures of performance against both annual and multiyear standards; • long-term incentives linked to stock price performance; • long-term incentives generally have multiyear vesting to ensure a long-term focus and appropriate balance against short-term goals; • independent |
Summary Compensation Table
Committee oversight, with Compensation Committee discretion to reduce incentives based on subjective evaluation of individual performance; and
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus(1) ($) | | | Stock Awards(2) ($) | | | Option Awards(3) ($) | | | Non-Equity Incentive Plan Compensation(4) ($) | | | All Other Compensation(5) ($) | | | Total ($) | | ||||||||||||||||||||||||
Helen Sabzevari Chief Executive Officer | | | | | 2022 | | | | | | 1,000,000 | | | | | | — | | | | | | 750,000 | | | | | | 1,459,127 | | | | | | 271,875 | | | | | | 16,620 | | | | | | 3,497,620 | | |
| | | 2021 | | | | | | 1,000,000 | | | | | | 750,002 | | | | | | 749,998 | | | | | | — | | | | | | — | | | | | | 16,170 | | | | | | 2,516,168 | | | ||
| | | 2020 | | | | | | 1,000,000 | | | | | | 750,002 | | | | | | 4,115,000 | | | | | | 14,529,600 | | | | | | — | | | | | | 15,314 | | | | | | 20,409,916 | | | ||
Harry Thomasian Jr.(6) Chief Financial Officer | | | | | 2022 | | | | | | 454,584 | | | | | | — | | | | | | 17,840 | | | | | | 344,540 | | | | | | 34,437 | | | | | | 35,019 | | | | | | 886,420 | | |
| | | 2021 | | | | | | 91,667 | | | | | | 17,842 | | | | | | — | | | | | | 618,750 | | | | | | — | | | | | | 4,415 | | | | | | 732,673 | | | ||
Donald P. Lehr Chief Legal Officer | | | | | 2022 | | | | | | 575,000 | | | | | | — | | | | | | 80,498 | | | | | | 258,405 | | | | | | 41,687 | | | | | | 35,712 | | | | | | 991,302 | | |
| | | 2021 | | | | | | 575,000 | | | | | | 80,502 | | | | | | 201,246 | | | | | | — | | | | | | — | | | | | | 35,262 | | | | | | 892,011 | | | ||
| | | 2020 | | | | | | 575,000 | | | | | | 201,254 | | | | | | 570,000 | | | | | | — | | | | | | — | | | | | | 31,957 | | | | | | 1,378,211 | | | ||
Jeffrey Perez Senior Vice President, IP Affairs | | | | | 2022 | | | | | | 500,000 | | | | | | — | | | | | | 70,000 | | | | | | 258,405 | | | | | | 36,250 | | | | | | 33,992 | | | | | | 898,647 | | |
| | | 2021 | | | | | | 500,000 | | | | | | 70,000 | | | | | | 174,994 | | | | | | — | | | | | | — | | | | | | 33,542 | | | | | | 778,536 | | | ||
| | | 2020 | | | | | | 500,000 | | | | | | 175,006 | | | | | | 570,000 | | | | | | — | | | | | | — | | | | | | 30,716 | | | | | | 1,275,722 | | | ||
Rutul R. Shah Chief Operating Officer(7) | | | | | 2022 | | | | | | 327,500 | | | | | | — | | | | | | 55,000 | | | | | | 344,540 | | | | | | 29,725 | | | | | | 36,318 | | | | | | 793,083 | | |
Name and Principal Position | Year | Salary ($) | Bonus (1)($) | Stock Awards (2)($) | Option Awards (3)($) | All Other Compensation(4)($) | Total ($) | |||||||||||||||||||
Helen Sabzevari | 2020 | 1,000,000 | 750,002 | 4,115,000 | 14,529,600 | 15,314 | 20,409,916 | |||||||||||||||||||
Chief Executive Officer | 2019 | 500,000 | — | 950,017 | — | 15,090 | 1,465,107 | |||||||||||||||||||
2018 | 500,000 | 100,000 | 2,108,179 | — | 14,625 | 2,722,804 | ||||||||||||||||||||
Randal Kirk | 2020 | — | — | 716,259 | 187,499 | 903,758 | ||||||||||||||||||||
Executive Chairman | 2019 | — | — | 2,067,617 | — | — | 2,067,617 | |||||||||||||||||||
2018 | — | 100,000 | 1,956,450 | — | — | 2,056,450 | ||||||||||||||||||||
Rick Sterling | 2020 | 515,000 | — | 570,000 | — | 32,064 | 1,117,064 | |||||||||||||||||||
Chief Financial Officer | 2019 | 515,000 | — | 950,006 | — | 31,840 | 1,496,846 | |||||||||||||||||||
2018 | 466,250 | 100,000 | 526,179 | — | 31,220 | 1,123,649 | ||||||||||||||||||||
Donald P. Lehr | 2020 | 575,000 | 201,254 | 570,000 | — | 31,957 | 1,378,211 | |||||||||||||||||||
Chief Legal Officer | 2019 | 575,000 | — | 950,006 | — | 31,733 | 1,556,739 | |||||||||||||||||||
2018 | 575,000 | 100,000 | 526,179 | — | 31,234 | 1,232,413 | ||||||||||||||||||||
Jeffrey Perez | 2020 | 500,000 | 175,006 | 570,000 | — | 30,716 | 1,275,722 | |||||||||||||||||||
Senior Vice President, IP Affairs | 2019 | 500,000 | — | 950,006 | — | 30,492 | 1,480,498 | |||||||||||||||||||
2018 | 500,000 | 100,000 | 526,179 | — | 29,887 | 1,156,066 |
____________________
there can be no assurance that the amounts reflected in the Option Awards column will actually be realized. No gain to a named executive officer is possible without an appreciation in stock value after the date of grant. (4) For 2022, represents the aggregate annual performance-based cash incentive earned under the Company’s 2022 annual cash incentive program for executive employees that is paid in cash in the year following the applicable year’s service period. (5) The amounts in this column are further detailed in the “All |
All Other Compensation Table for 2020
2022.”
Name | | | Company-Paid Welfare and Life Benefits Premiums ($) | | | 401(k) Plan Company Contributions ($) | | | Total ($) | | |||||||||
Helen Sabzevari | | | | | 7,470 | | | | | | 9,150 | | | | | | 16,620 | | |
Harry Thomasian Jr. | | | | | 25,869 | | | | | | 9,150 | | | | | | 35,019 | | |
Donald P. Lehr | | | | | 26,562 | | | | | | 9,150 | | | | | | 35,712 | | |
Jeffrey Perez | | | | | 24,842 | | | | | | 9,150 | | | | | | 33,992 | | |
Rutul R. Shah | | | | | 27,168 | | | | | | 9,150 | | | | | | 36,318 | | |
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Name | Company-Paid Welfare and Life Benefits Premiums ($) | 401(k) Plan Company Contributions ($) | Total ($) | |||||||||
Helen Sabzevari | 6,764 | 8,550 | 15,314 | |||||||||
Randal Kirk | 0 | 0 | 0 | |||||||||
Rick Sterling | 23,514 | 8,550 | 32,064 | |||||||||
Donald P. Lehr | 23,407 | 8,550 | 31,957 | |||||||||
Jeffrey Perez | 22,166 | 8,550 | 30,716 |
Grants of Plan-Based Awards for 2020
The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2020.
Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards($)(1) | |||||||||||||
Helen Sabzevari | 1/5/2020 | — | 1,500,000 | 5.95 | 5,753,400 | |||||||||||||
1/5/2020 | — | 1,500,000 | 11.90 | 4,428,750 | ||||||||||||||
1/5/2020 | — | 1,500,000 | 17.85 | 4,347,450 | ||||||||||||||
1/5/2020 | 500,000 | — | — | 2,975,000 | ||||||||||||||
3/23/2020 | 500,000 | (2) | — | — | 1,140,000 | |||||||||||||
— | — | |||||||||||||||||
Randal Kirk | 9/24/2020 | 74,656 | (3) | 3.50 | 184,799 | |||||||||||||
9/24/2020 | 53,571 | (3) | — | — | 187,499 | |||||||||||||
— | — | |||||||||||||||||
Rick Sterling | 3/23/2020 | 250,000 | (2) | — | — | 570,000 | ||||||||||||
— | — | |||||||||||||||||
Donald P. Lehr | 3/23/2020 | 250,000 | (2) | — | — | 570,000 | ||||||||||||
— | — | |||||||||||||||||
Jeffrey Perez | 3/23/2020 | 250,000 | (2) | — | — | 570,000 |
____________________
Outstanding Equity Awards at 2020 Fiscal Year End
2022.
Name | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Share) | | | Grant Date Fair Value of Stock and Option Awards ($)(2) | | ||||||||||||||||||||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||||||||||||||||||||||||
Helen Sabzevari | | | | | 2/2/2022 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 847,000 | | | | | | 2.33 | | | | | | 1,459,127 | | |
| | | | | 3/18/2022 | | | | | | | | | | | | | | | | | | | | | | | | 340,909(3) | | | | | | — | | | | | | — | | | | | | 750,000 | | |
| | | | | — | | | | | | — | | | | | | 1,500,000 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |
Harry Thomasian Jr. | | | | | 2/2/2022 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 200,000 | | | | | | 2.33 | | | | | | 344,540 | | |
| | | | | 3/18/2022 | | | | | | | | | | | | | | | | | | | | | | | | 8,109(3) | | | | | | — | | | | | | — | | | | | | 17,840 | | |
| | | | | — | | | | | | — | | | | | | 190,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Donald P. Lehr | | | | | 2/2/2022 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 150,000 | | | | | | 2.33 | | | | | | 258,405 | | |
| | | | | 3/18/2022 | | | | | | | | | | | | | | | | | | | | | | | | 36,590(3) | | | | | | — | | | | | | — | | | | | | 80,498 | | |
| | | | | — | | | | | | — | | | | | | 230,000 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jeffrey Perez | | | | | 2/2/2022 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 150,000 | | | | | | 2.33 | | | | | | 258,405 | | |
| | | | | 3/18/2022 | | | | | | | | | | | | | | | | | | | | | | | | 31,818(3) | | | | | | — | | | | | | — | | | | | | 70,000 | | |
| | | | | — | | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rutul R. Shah | | | | | 2/2/2022 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 200,000 | | | | | | 2.33 | | | | | | 344,540 | | |
| | | | | 3/18/2022 | | | | | | | | | | | | | | | | | | | | | | | | 25,000(3) | | | | | | — | | | | | | — | | | | | | 55,000 | | |
| | | | | — | | | | | | — | | | | | | 164,000 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options: Exercisable | | | Number of Securities Underlying Unexercised Options: Unexercisable(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock Not Vested (#)(1) | | | Market Value of Shares or Units of Stock Not Vested ($) | | |||||||||||||||||||||
Helen Sabzevari | | | | | 7/17/2017 | | | | | | 150,000 | | | | | | — | | | | | | 22.83 | | | | | | 7/17/2027 | | | | | | — | | | | | | — | | |
| | | | | 1/4/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,443 | | | | | | 5,233 | | |
| | | | | 1/25/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,222 | | | | | | 21,617 | | |
| | | | | 1/5/2020 | | | | | | 1,000,050 | | | | | | 499,950 | | | | | | 5.95 | | | | | | 1/5/2030 | | | | | | — | | | | | | — | | |
| | | | | 1/5/2020 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 11.90 | | | | | | 1/5/2030 | | | | | | — | | | | | | — | | |
| | | | | 1/5/2020 | | | | | | 750,000 | | | | | | 750,000 | | | | | | 17.85 | | | | | | 1/5/2030 | | | | | | — | | | | | | — | | |
| | | | | 2/2/2022 | | | | | | — | | | | | | 847,000 | | | | | | 2.33 | | | | | | 2/2/2032 | | | | | | — | | | | | | — | | |
Harry Thomasian Jr. | | | | | 10/18/2021 | | | | | | 45,000 | | | | | | 135,000 | | | | | | 4.72 | | | | | | 10/18/2031 | | | | | | — | | | | | | — | | |
| | | | | 2/2/2022 | | | | | | — | | | | | | 200,000 | | | | | | 2.33 | | | | | | 2/2/2032 | | | | | | — | | | | | | — | | |
Donald P. Lehr | | | | | 3/20/2014 | | | | | | 207,855 | | | | | | — | | | | | | 29.56 | | | | | | 3/20/2024 | | | | | | — | | | | | | — | | |
| | | | | 2/2/2017 | | | | | | 225,000 | | | | | | — | | | | | | 20.94 | | | | | | 2/2/2027 | | | | | | — | | | | | | — | | |
| | | | | 1/4/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,939 | | | | | | 28,787 | | |
| | | | | 2/2/2022 | | | | | | — | | | | | | 150,000 | | | | | | 2.33 | | | | | | 2/2/2032 | | | | | | — | | | | | | — | | |
Jeffrey Perez | | | | | 8/25/2014 | | | | | | 202,733 | | | | | | — | | | | | | 19.52 | | | | | | 8/25/2024 | | | | | | — | | | | | | — | | |
| | | | | 2/2/2017 | | | | | | 225,000 | | | | | | — | | | | | | 20.94 | | | | | | 2/2/2027 | | | | | | — | | | | | | — | | |
| | | | | 1/4/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,939 | | | | | | 28,787 | | |
| | | | | 2/2/2022 | | | | | | — | | | | | | 150,000 | | | | | | 2.33 | | | | | | 2/2/2032 | | | | | | — | | | | | | — | | |
Rutul R. Shah | | | | | 9/4/2014 | | | | | | 4,944 | | | | | | — | | | | | | 17.34 | | | | | | 9/4/2024 | | | | | | — | | | | | | — | | |
| | | | | 3/12/2015 | | | | | | 2,597 | | | | | | — | | | | | | 45.69 | | | | | | 3/12/2025 | | | | | | — | | | | | | — | | |
| | | | | 3/10/2016 | | | | | | 2,510 | | | | | | — | | | | | | 34.85 | | | | | | 3/10/2026 | | | | | | — | | | | | | — | | |
| | | | | 3/16/2017 | | | | | | 5,000 | | | | | | — | | | | | | 21.38 | | | | | | 3/16/2027 | | | | | | — | | | | | | — | | |
| | | | | 3/23/2018 | | | | | | 4,000 | | | | | | — | | | | | | 15.80 | | | | | | 3/23/2028 | | | | | | — | | | | | | — | | |
| | | | | 6/18/2019 | | | | | | 30,000 | | | | | | 10,000 | | | | | | 8.60 | | | | | | 6/18/2029 | | | | | | — | | | | | | — | | |
| | | | | 7/16/2020 | | | | | | 30,000 | | | | | | 30,000 | | | | | | 4.67 | | | | | | 7/16/2030 | | | | | | — | | | | | | — | | |
| | | | | 4/21/2021 | | | | | | 25,000 | | | | | | 75,000 | | | | | | 8.17 | | | | | | 4/21/2031 | | | | | | — | | | | | | — | | |
| | | | | 2/2/2022 | | | | | | — | | | | | | 200,000 | | | | | | 2.33 | | | | | | 2/2/2032 | | | | | | — | | | | | | — | | |
42
Option Awards | Stock Awards | |||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable | Number of Securities Underlying Unexercised Options: Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Not Vested (#)(1) | Market Value of Shares or Units of Stock Not Vested ($) | |||||||||||||||||||
Helen Sabzevari | 7/17/2017 | 112,500 | 37,500 | 22.83 | 7/17/2027 | — | — | |||||||||||||||||||
1/2/2018 | — | — | — | — | 19,531 | 199,216 | ||||||||||||||||||||
3/28/2018 | — | — | — | — | 25,000 | 255,000 | ||||||||||||||||||||
1/4/2019 | — | — | — | — | 10,331 | 105,376 | ||||||||||||||||||||
1/25/2019 | — | — | — | — | 42,668 | 435,214 | ||||||||||||||||||||
1/5/2020 | — | — | — | — | 500,000 | 5,100,0000 | ||||||||||||||||||||
1/5/2020 | — | 1,500,000 | 5.95 | 1/5/2030 | — | — | ||||||||||||||||||||
1/5/2020 | — | 1,500,000 | 11.90 | 1/5/2030 | — | — | ||||||||||||||||||||
1/5/2020 | — | 1,500,000 | 17.85 | 1/5/2030 | — | — | ||||||||||||||||||||
Randal Kirk | 1/4/2019 | — | — | — | — | 10,331 | 105,376 | |||||||||||||||||||
9/24/2020 | — | — | — | — | 53,571 | 546,424 | ||||||||||||||||||||
9/24/2020 | 74,656 | — | 3.50 | 9/24/2030 | — | — | ||||||||||||||||||||
Rick Sterling | 3/20/2014 | 204,472 | — | 29.56 | 3/20/2024 | — | — | |||||||||||||||||||
2/2/2017 | 168,750 | 56,250 | 20.94 | 2/2/2027 | — | — | ||||||||||||||||||||
1/2/2018 | — | — | — | — | 19,531 | 199,216 | ||||||||||||||||||||
1/4/2019 | — | — | — | — | 56,818 | 579,544 | ||||||||||||||||||||
Donald Lehr | 7/1/2011 | 47,509 | — | 6.85 | 7/1/2021 | — | — | |||||||||||||||||||
3/20/2014 | 207,855 | — | 29.56 | 3/20/2024 | — | — | ||||||||||||||||||||
2/2/2017 | 168,750 | 56,250 | 20.94 | 2/2/2027 | — | — | ||||||||||||||||||||
1/2/2018 | — | — | — | — | 19,531 | 199,216 | ||||||||||||||||||||
1/4/2019 | — | — | — | — | 56,818 | 579,544 | ||||||||||||||||||||
Jeffrey Perez | 8/25/2014 | 202,733 | — | 19.52 | 8/25/2024 | — | — | |||||||||||||||||||
2/2/2017 | 168,750 | 56,250 | 20.94 | 2/02/2027 | — | — | ||||||||||||||||||||
1/2/2018 | — | — | — | — | 19,531 | 199,216 | ||||||||||||||||||||
1/4/2019 | — | — | — | — | 56,818 | 579,544 |
Stock Awards Vested for 2020
Stock Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||
Helen Sabzevari | 9,766 | 57,717 | ||||||
14,223 | 84,627 | |||||||
3,444 | 20,492 | |||||||
14,340 | 48,756 | |||||||
25,000 | 114,500 | |||||||
500,000 | 1,300,000 | |||||||
Randal Kirk(2) | 33,223 | 154,487 | ||||||
45,571 | 172,714 | |||||||
76,628 | 260,535 | |||||||
21,428 | 74,998 | |||||||
Rick Sterling | 9,766 | 57,717 | ||||||
18,940 | 112,693 | |||||||
14,340 | 48,756 | |||||||
175,000 | 441,000 | |||||||
25,000 | 112,250 | |||||||
25,000 | 132,000 | |||||||
25,000 | 179,250 | |||||||
| | | Stock Awards | | |||||||||
Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) | | ||||||
Helen Sabzevari | | | | | 340,909 | | | | | | 426,136 | | |
| | | | | 9,765 | | | | | | 36,228 | | |
| | | | | 14,223 | | | | | | 51,629 | | |
| | | | | 3,444 | | | | | | 12,502 | | |
Harry Thomasian Jr. | | | | | 8,109 | | | | | | 10,380 | | |
Donald P. Lehr | | | | | 36,590 | | | | | | 46,835 | | |
| | | | | 9,765 | | | | | | 36,228 | | |
| | | | | 18,939 | | | | | | 68,749 | | |
Jeffrey Perez | | | | | 31,818 | | | | | | 40,727 | | |
| | | | | 9,765 | | | | | | 36,228 | | |
| | | | | 18,939 | | | | | | 68,749 | | |
Rutul R. Shah | | | | | 25,000 | | | | | | 31,250 | | |
43
Stock Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||
Donald P. Lehr | 9,766 | 57,717 | ||||||
18,940 | 112,693 | |||||||
14,340 | 48,756 | |||||||
175,000 | 441,000 | |||||||
25,000 | 112,250 | |||||||
25,000 | 132,000 | |||||||
25,000 | 179,250 | |||||||
Jeffrey Perez | 9,766 | 57,717 | ||||||
18,940 | 112,693 | |||||||
14,340 | 48,756 | |||||||
175,000 | 441,000 | |||||||
25,000 | 112,250 | |||||||
25,000 | 132,000 | |||||||
25,000 | 179,250 |
____________________
The amounts |
Potential Payments Upon Termination or a Change in Control
the “Value Realized on Vesting” column are calculated based on the closing market price per share of our common stock on the date of vesting. This calculation differs from the grant date fair value of the equity awards determined in accordance with ASC Topic 718.
“Cause” under these
“Good Reason” under these employment agreements means (i) a material diminution in the employee’s authority, duties or responsibilities; (ii) a material reduction in the employee’s base salary (other than a general reduction in compensation applying to other similarly situated employees); or (iii) the relocation of the primary office from which the employee is required to work to a location more than 50 miles from the current office location where the employee primarily works, which relocation increases the employee’s one-way commute.
44
Employment Agreement with Dr. Sabzevari
45
46
Termination Without Cause or for Good Reason (Prior to a Change in Control) ($) | Termination Without Cause or for Good Reason (Within 12 Months of a Change in Control) ($) | Change in Control (No Termination) (1) ($) | Incapacity(2) ($) | Death(3) ($) | ||||||||||||||||||
Helen Sabzevari | Accelerated Equity | — | 12,469,806 | 12,469,806 | 12,469,806 | 12,469,806 | ||||||||||||||||
Severance Payment | 1,500,000 | 1,500,000 | — | — | — | |||||||||||||||||
Prorated Bonus | 1,500,000 | 1,500,000 | — | — | — | |||||||||||||||||
Benefit Plans | 11,036 | (4) | 11,036 | (4) | — | — | — | |||||||||||||||
Total | 3,011,036 | 15,480,842 | 12,469,806 | 12,469,806 | 12,469,806 | |||||||||||||||||
Randal Kirk | Accelerated Equity | — | — | 651,800 | — | — | ||||||||||||||||
Benefit Plans | — | — | — | — | — | |||||||||||||||||
Total | — | — | 651,800 | — | — | |||||||||||||||||
Rick Sterling | Accelerated Equity | — | — | 778,760 | 778,760 | 778,760 | ||||||||||||||||
Severance Payment | 772,500 | 772,500 | — | — | — | |||||||||||||||||
Benefit Plans | 46,781 | (4) | 46,781 | (4) | — | — | — | |||||||||||||||
Total | 819,281 | 819,281 | 778,760 | 778,760 | 778,760 | |||||||||||||||||
Donald P. Lehr | Accelerated Equity | — | — | 778,760 | 778,760 | 778,760 | ||||||||||||||||
Severance Payment | 862,500 | 862,500 | — | — | — | |||||||||||||||||
Benefit Plans | 46,588 | (4) | 46,588 | (4) | — | — | — | |||||||||||||||
Total | 909,088 | 909,088 | 778,760 | 778,760 | 778,760 | |||||||||||||||||
Jeffrey Perez | Accelerated Equity | — | — | 778,760 | 778,760 | 778,760 | ||||||||||||||||
Severance Payment | 750,000 | 750,000 | — | — | — | |||||||||||||||||
Benefit Plans | 41,556 | (4) | 41,556 | (4) | — | — | — | |||||||||||||||
Total | 791,556 | 791,556 | 778,760 | 778,760 | 778,760 |
____________________
47
| | | | | | Potential Payments upon Termination or a Change in Control | | |||||||||||||||||||||||||||
| | | | | | Termination Without Cause or for Good Reason (Prior to a Change in Control) ($) | | | Termination Without Cause or for Good Reason (Within 12 Months of a Change in Control) ($) | | | Change in Control (No Termination)(1) ($) | | | Disability(2) ($) | | | Death(3) ($) | | |||||||||||||||
Helen Sabzevari | | | Accelerated Equity | | | | | — | | | | | | 26,851 | | | | | | 26,851 | | | | | | 26,851 | | | | | | 26,851 | | |
| | | Severance Payment | | | | | 1,500,000 | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | |
| | | Prorated Bonus | | | | | 1,500,000 | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | |
| | | Other Compensation (PTO) | | | | | 96,154 | | | | | | 96,154 | | | | | | — | | | | | | 96,154 | | | | | | 96,154 | | |
| | | Benefit Plans | | | | | 13,733(4) | | | | | | 13,733(4) | | | | | | — | | | | | | 630,000 | | | | | | 1,545,000 | | |
| | | Total | | | | | 3,107,190 | | | | | | 3,134,041 | | | | | | 26,851 | | | | | | 753,005 | | | | | | 1,668,005 | | |
Harry Thomasian Jr. | | | Accelerated Equity | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Severance Payment | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Other Compensation (PTO) | | | | | 27,829 | | | | | | 27,829 | | | | | | — | | | | | | 27,829 | | | | | | 27,829 | | |
| | | Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | 630,000 | | | | | | 1,425,000 | | |
| | | Total | | | | | 27,829 | | | | | | 27,829 | | | | | | — | | | | | | 657,829 | | | | | | 1,452,829 | | |
Donald P. Lehr | | | Accelerated Equity | | | | | — | | | | | | — | | | | | | 28,787 | | | | | | 28,787 | | | | | | 28,787 | | |
| | | Severance Payment | | | | | 862,500 | | | | | | 862,500 | | | | | | — | | | | | | — | | | | | | — | | |
| | | Other Compensation (PTO) | | | | | 55,288 | | | | | | 55,288 | | | | | | — | | | | | | 55,288 | | | | | | 55,288 | | |
| | | Benefit Plans | | | | | 58,425(4) | | | | | | 58,425(4) | | | | | | — | | | | | | 630,000 | | | | | | 1,545,000 | | |
| | | Total | | | | | 976,213 | | | | | | 976,213 | | | | | | 28,787 | | | | | | 714,075 | | | | | | 1,629,075 | | |
| | | | | | Potential Payments upon Termination or a Change in Control | | |||||||||||||||||||||||||||
| | | | | | Termination Without Cause or for Good Reason (Prior to a Change in Control) ($) | | | Termination Without Cause or for Good Reason (Within 12 Months of a Change in Control) ($) | | | Change in Control (No Termination)(1) ($) | | | Disability(2) ($) | | | Death(3) ($) | | |||||||||||||||
Jeffrey Perez | | | Accelerated Equity | | | | | — | | | | | | — | | | | | | 28,787 | | | | | | 28,787 | | | | | | 27,787 | | |
| | | Severance Payment | | | | | 750,000 | | | | | | 750,000 | | | | | | — | | | | | | — | | | | | | — | | |
| | | Other Compensation (PTO) | | | | | 48,077 | | | | | | 48,077 | | | | | | — | | | | | | 48,077 | | | | | | 48,077 | | |
| | | Benefit Plans | | | | | 51,778(4) | | | | | | 51,778(4) | | | | | | — | | | | | | 630,000 | | | | | | 1,545,000 | | |
| | | Total | | | | | 849,855 | | | | | | 849,855 | | | | | | 27,787 | | | | | | 706,864 | | | | | | 1,624,864 | | |
Rutul R. Shah | | | Accelerated Equity | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Severance Payment | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Other Compensation (PTO) | | | | | 34,848 | | | | | | 34,848 | | | | | | — | | | | | | 34,848 | | | | | | 34,848 | | |
| | | Benefit Plans | | | | | — | | | | | | — | | | | | | — | | | | | | 630,000 | | | | | | 1,145,000 | | |
| | | Total | | | | | 34,848 | | | | | | 34,848 | | | | | | — | | | | | | 664,868 | | | | | | 1,179,848 | | |
|
Year | | | Summary Compensation Table Total for Helen Sabzevari(1) ($) | | | Compensation Actually Paid to Helen Sabzevari(1)(2)(3) ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | | | Value of Initial Fixed $100 Investment based on:(4) | | | Net Income (Loss) ($ Millions)(5) | | ||||||||||||||||||||||||
| TSR ($) | | | Peer Group TSR ($) | | ||||||||||||||||||||||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | |||||||||||||||||||||
2022 | | | | | 3,497,620 | | | | | | (1,088,021) | | | | | | 892,363 | | | | | | 601,344 | | | | | | 27.74 | | | | | | 113.65 | | | | | | 28.3 | | |
2021 | | | | | 2,516,168 | | | | | | (16,112,695) | | | | | | 611,020 | | | | | | 230,396 | | | | | | 67.70 | | | | | | 126.45 | | | | | | (92.2) | | |
2020 | | | | | 20,409,916 | | | | | | 41,484,902 | | | | | | 1,168,689 | | | | | | 1,740,335 | | | | | | 186.13 | | | | | | 126.42 | | | | | | (170.5) | | |
| 2020 | | | 2021 | | | 2022 | |
| Donald P. Lehr | | | Harry Thomasian Jr. | | | Harry Thomasian Jr. | |
| Jeffery Perez | | | Donald P. Lehr | | | Donald P. Lehr | |
| Rick Sterling | | | Jeffery Perez | | | Jeffery Perez | |
| Randal Kirk | | | Rick Sterling | | | Rutul Shah | |
| | | | Brad Osborne | | | | |
| | | | James V. Lambert | | | | |
Table.
Year | | | Summary Compensation Table Total for PEO ($) | | | Exclusion of Stock Awards and Option Awards for PEO ($) | | | Inclusion of Equity Values for PEO ($) | | | Compensation Actually Paid to PEO ($) | | ||||||||||||
2022 | | | | | 3,497,620 | | | | | | (2,209,127) | | | | | | (2,376,516) | | | | | | (1,088,021) | | |
2021 | | | | | 2,516,168 | | | | | | (749,998) | | | | | | (17,878,865) | | | | | | (16,112,695) | | |
2020 | | | | | 20,409,916 | | | | | | (18,644,600) | | | | | | 39,719,586 | | | | | | 41,484,902 | | |
Year | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | | | Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | ||||||||||||
2022 | | | | | 892,363 | | | | | | (357,307) | | | | | | 66,288 | | | | | | 601,344 | | |
2021 | | | | | 611,020 | | | | | | (215,235) | | | | | | (165,389) | | | | | | 230,396 | | |
2020 | | | | | 1,168,689 | | | | | | (653,440) | | | | | | 1,225,086 | | | | | | 1,740,335 | | |
Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | | | Total – Inclusion of Equity Values for PEO ($) | | ||||||||||||||||||
2022 | | | | | 933,566 | | | | | | (3,366,326) | | | | | | 426,136 | | | | | | (369,892) | | | | | | 0 | | | | | | (2,376,516) | | |
2021 | | | | | 0 | | | | | | (17,338,751) | | | | | | 662,450 | | | | | | (1,202,564) | | | | | | 0 | | | | | | (17,878,865) | | |
2020 | | | | | 37,870,674 | | | | | | 595,965 | | | | | | 1,300,000 | | | | | | (47,053) | | | | | | 0 | | | | | | 39,719,586 | | |
Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | | | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | ||||||||||||||||||
2022 | | | | | 192,885 | | | | | | (122,266) | | | | | | 32,298 | | | | | | (36,629) | | | | | | 0 | | | | | | 66,288 | | |
2021 | | | | | 84,641 | | | | | | (105,418) | | | | | | 65,018 | | | | | | (47,094) | | | | | | (162,536) | | | | | | (165,389) | | |
2020 | | | | | 136,606 | | | | | | 429,872 | | | | | | 692,095 | | | | | | (33,487) | | | | | | 0 | | | | | | 1,225,086 | | |
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by shareholders | 12,983,608 | (1) | $ | 15.53 | 9,487,634 | (2) | ||||||
Equity compensation plans not approved by shareholders | — | — | — | |||||||||
Total | 12,983,608 | — | 9,487,634 |
____________________
NASDAQ Biotechnology Index over the same period.
PAY RATIO
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Supplemental Pay Ratio
We understand
Plan Category | | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | | | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by shareholders | | | | | 15,899,091(1) | | | | | $ | 10.41 | | | | | | 20,192,485(2) | | |
Equity compensation plans not approved by shareholders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 15,899,091 | | | | | $ | 10.41 | | | | | | 20,192,485 | | |
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Certain Relationships and Related Party Transactions
We have historically been owned, funded, and managed by Randal Kirk, our Executive Chairman and former CEO, and affiliates of Mr. Kirk, for the purpose of developing our synthetic biotechnology business. As a result, we have engaged in a variety of financial and operational transactions with Mr. Kirk and these affiliates. In accordance with the requirements of the SEC, we describe below all such transactions in which we have engaged since January 1, 2020.
Greenberg Traurig LLP
Mr. Alvarez, a member of the Board, is the Senior Chairman of the international law firm Greenberg Traurig. Greenberg Traurig provides legal services to us from time to time, for which it has received and may continue to receive customary fees. Greenberg Traurig received an aggregate of $1,350,502 in fees in connection with 2020 legal services. As the Senior Chairman, Mr. Alvarez does not participate in such services and does not materially benefit from the engagement. As such, and in consideration of the fact that the amount received by Greenberg Traurig does not exceed 5% of Greenberg’s Traurig’s consolidated gross revenues for 2020, the Board has determined that this relationship is not material and that it does not impair Mr. Alvarez’s independence.
Transactions with Third Security, LLC and Affiliates
Through December 2019, the Company was party to a Services Agreement (“Services Agreement”) with Third Security pursuant to which Third Security provided the Company with certain professional, legal, financial, administrative, and other support services necessary to support the Company and its Executive Chairman. Following the expiration of the Services Agreement in 2020, the Company entered into a new agreement with Third Security under which the Company reimburses Third Security for certain tax-related services performed by Third Security as requested by the Company. The Company also reimburses Third Security for certain out-of-pocket expenses incurred on the Company’s behalf prior to and after the expiration of the Services Agreement under a separate agreement. The total amount of expenses reimbursed by the Company for the year ended December 31, 2020, was approximately $158,852.
The Company also subleases certain administrative offices to Third Security. The significant terms of the lease mirror the terms of the Company's lease with the landlord, and the Company recorded sublease income of $83,000, $89,000, and $89,000 for the years ended December 31, 2020, 2019 and 2018, respectively.
TS Biotechnology Transaction
On January 1, 2020, we entered into a Stock and Asset Purchase Agreement (the “Stock and Asset Purchase Agreement”) with TS Biotechnology Holdings, LLC (“TS Biotechnology”), a Virginia limited liability company managed by Third Security, LLC (“Third Security”), pursuant to which we agreed to sell, on the terms and subject to the conditions specified therein, the majority of our bioengineering assets to TS Biotechnology (the “TS Biotechnology Transaction”). The assets included in the TS Biotechnology Transaction included all of the equity interests that we held in (i) Blue Marble AgBio LLC, a Delaware limited liability company, (ii) ILH Holdings, Inc., a Delaware corporation, (iii) Intrexon Produce Holdings, Inc., a Delaware corporation, (iv) Intrexon UK Holdings Inc., a Delaware corporation, (v) Oragenics, Inc., a Florida corporation, and (vi) SH Parent, Inc., a Delaware corporation, as well as our former domain name, dna.com, for an aggregate purchase price of $53 million and certain contingent payment rights. On January 31, 2020, the sale was completed. The Stock and Asset Purchase Agreement was approved by the independent members of the Board after a unanimous recommendation of the independent special committee of the Board, following a process to consider strategic alternatives for the Corporation’s assets, and with the advice of independent financial and legal advisors.
Also on January 1, 2020, we entered into a subscription agreement (the “Subscription Agreement”) with TS Biotechnology, pursuant to which, upon the terms and subject to the conditions set forth therein, TS Biotechnology purchased 5,972,696 shares of our common stock for $35 million. The closing under the Subscription Agreement was completed on February 3, 2020.
Mr. Kirk and shareholders affiliated with him, as of March 31, 2021, beneficially own approximately 39.6% of our voting stock. Mr. Kirk currently serves as Chairman and Senior Managing Director of Third Security and owns 100% of the equity interests in Third Security. Third Security is the manager to certain funds that own shares of our common stock and therefore may be deemed to have beneficial ownership in us of approximately 30.0 %.
Genopaver
Effective March 2013, we entered into an exclusive channel collaboration (“ECC”) with Genopaver LLC (“Genopaver”). Genopaver was a limited liability company formed for the purpose of entering into the ECC and developing and commercializing products identified through the ECC and was an affiliate of Third Security. Upon execution of the ECC, we received a technology access fee of $3 million as upfront consideration. We were reimbursed for research and development services as provided for in the ECC and were entitled to a royalty on the gross profits of product sales from a product developed from the ECC. We are no longer party to the Genopaver ECC, having sold our interests in the ECC to TS Biotechnology in January 2020 as part of the TS Biotechnology Transaction.
Persea Bio
Effective December 2014, we entered into an ECC with Persea Bio, LLC (“Persea Bio”), a limited liability company formed for the purpose of entering into the ECC and developing and commercializing products identified through the ECC. Persea Bio is an affiliate of Third Security. Upon effectiveness of the ECC, we received a technology access fee of $5 million as upfront consideration. We were reimbursed for research and development services as provided for in the ECC and were entitled to a royalty on the gross profits of product sales from a product developed from the ECC. We are no longer party to the Persea Bio ECC, having sold our interests in the ECC to TS Biotechnology in January 2020 as part of the TS Biotechnology Transaction.
Harvest Intrexon Enterprise Fund I LP
In September 2018, we, through our wholly owned subsidiary ActoBio, issued $30 million of convertible promissory notes to Harvest Intrexon Enterprise Fund I LP (“Harvest”), an investment fund in which affiliates of Mr. Kirk have an approximate 20% ownership interest, in order to acquire Harvest’s ownership in CRS Bio, Inc., Genten Therapeutics, Inc., and Relieve Genetics, Inc. (collectively, the “Harvest entities”). The notes, which accrued interest at 3.0% compounded annually, matured in September 2020. We issued 6,293,402 shares of our common stock upon conversion of the outstanding principal balance and interest at maturity.
In December 2020, we entered into an agreement with Harvest to resolve certain matters related to the parties’ contractual and equity relationships and to settle all claims made in connection with an arbitration proceeding. Pursuant to the agreement, we issued 2,117,264 shares of our common stock to Harvest in consideration of (i) the termination of certain collaboration agreements with Harvest’s affiliated entities; (ii) the return of our technology rights that had been licensed to these entities; (iii) the commitment of Harvest to take reasonable commercial efforts to transfer its membership interests in Intrexon Energy Partners II; and (iv) mutual irrevocable and unconditional releases of claims.
NRM VI Holdings I, LLC and NRM VII Holdings I, LLC
On December 17, 2020, NRM VI Holdings I, LLC, a fund that was managed by Third Security prior to its wind down in December 2020, distributed 13,340,645 shares of our common stock in connection with a pro rata liquidation in accordance with the terms of its Amended and Restated Limited Liability Company Agreement dated December 21, 2009. In connection with such pro rata liquidation, 11,081,190 of such shares were distributed to entities under Mr. Kirk’s common control.
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Also on December 17, 2020, NRM VII Holdings I, LLC, a fund that was managed by Third Security prior to its distribution and subsequent sale in December 2020, distributed 243,001 shares of our common stock in connection with the pro rata liquidation in accordance with the terms of its Limited Liability Company Agreement dated January 12, 2012. In connection with such pro rata liquidation, 225,091 of such shares were distributed to entities under Mr. Kirk’s common control.
Transactions with ECC Parties, Joint Ventures and Majority-Owned Subsidiaries
Oragenics
Pursuant to an ECC and a stock issuance agreement, each dated in June 2012, we granted to Oragenics, Inc. (“Oragenics”) an exclusive license to use our proprietary technologies and other intellectual property to develop and commercialize antibiotics for the treatment of infectious diseases in humans and companion animals. In conjunction with our first ECC with Oragenics, we were entitled to, at our election, purchase up to 30% of securities offerings that may be conducted by Oragenics in the future, subject to certain conditions and limitations. We purchased 110,000 shares of Oragenics’ common stock pursuant to this right. In November 2017, we amended this first ECC agreement with Oragenics, and as a result, were entitled to up to $35 million of potential one-time payments for certain regulatory milestones. We also received reimbursement for services provided under the agreement and a percentage of profits derived from the sale of products developed from the ECC.
In June 2015, we entered into an ECC with Oragenics through which we granted to Oragenics an exclusive license to use our proprietary technologies and other intellectual property to pursue development of biotherapeutics for use in certain treatments of oral mucositis and other diseases and conditions of the oral cavity, throat, and esophagus. In consideration for this license, we received a $5 million convertible promissory note. In December 2015, Oragenics converted this promissory note into 338,100 shares of Oragenics’ common stock. In conjunction with this ECC, we agreed to purchase additional shares of Oragenics’ common stock in a qualified financing, as defined in the agreement, during the 16 months following the effective date of this ECC in an amount up to the lesser of (i) the amount that is the proportion of such financing equal to our pro rata equity holdings in Oragenics as of the effective date and (ii) $10 million subject to certain conditions. In June 2016, we purchased 226,142 shares of common stock pursuant to this commitment. Following an amendment in November 2017, we were entitled to up to $37.5 million of potential one-time payments for (i) research and development services provided pursuant to this agreement and during the ECC and (ii) manufacturing services for our materials provided to Oragenics during the ECC. Prior to 2015, pursuant to stock purchase agreements, an affiliate of Mr. Kirk, NRM VII Holdings, I, LLC, purchased shares of Oragenics’ common stock.
In November 2017, concurrent with Oragenics closing a preferred stock private placement, we exchanged a promissory note, including accrued interest, purchased from Oragenics in May 2017 and receivables due from Oragenics totaling $3.4 million for Oragenics Series C preferred stock (“Series C Preferred Stock”). The Series C Preferred Stock is non-voting and non-convertible and is redeemable in whole or part at any time by Oragenics in cash. The Series C Preferred Stock accrued an annual 12% dividend payable in additional Series C Preferred Stock through May 10, 2019, and after such date, the annual dividend increased to 20%. As of December 31, 2019, based on the most recent financial information available on Oragenics, we concluded that there was no value to our investment in Oragenics preferred stock.
In January 2020, we sold all of our equity interests in Oragenics and our interests in the 2012 Oragenics ECC to TS Biotechnology as part of the TS Biotechnology Transaction.
Fibrocell Science
Pursuant to an ECC (the “2012 Fibrocell ECC”), a stock issuance agreement and a registration rights agreement, each dated in October 2012, we granted to Fibrocell Science, Inc. (“Fibrocell”) an exclusive license to our technology platform to develop and commercialize genetically modified and nongenetically modified autologous fibroblasts and autologous dermal cells in the United States. Upon execution of the ECC, we received a technology access fee of 87,835 shares of Fibrocell’s common stock valued at $7.6 million as upfront consideration. We received reimbursement payments for (1) research and development services provided pursuant to the agreement and (2) manufacturing services for our materials provided to Fibrocell during the agreement. On a quarterly basis, Fibrocell paid us royalties of 7% of net sales up to $25 million and 14% of net sales above $25 million on each product developed from the ECC, as defined in the agreement. If Fibrocell used our technology platform to improve the production of a current or new Fibrocell product not developed from the 2012 Fibrocell ECC, Fibrocell was required to pay us quarterly royalties equal to 33% of the cost of goods sold savings generated by the improvement, as defined in the agreement.
Effective June 2013, we entered into an amendment to the 2012 Fibrocell ECC. The amendment expanded the 2012 Fibrocell ECC to include potential treatments based on engineered autologous fibroblast cells for the localized treatment of autoimmune and inflammatory disorders including morphea (localized scleroderma), cutaneous eosinophilias and moderate to severe psoriasis.
In July 2015, we and certain affiliates of Mr. Kirk acquired an aggregate amount of 65,066 shares of Fibrocell common stock at a price of $87.00 per share.
In December 2015, we entered into our second ECC with Fibrocell (the “2015 Fibrocell ECC”) through which we granted to Fibrocell an exclusive license to use our proprietary technologies and other intellectual property to develop and commercialize genetically modified fibroblasts to treat chronic inflammatory and degenerative diseases of the joint, including arthritis and related conditions. We received a technology access fee of $10 million under the 2015 Fibrocell ECC. In February 2020, we mutually agreed with Fibrocell to terminate the 2015 Fibrocell ECC.
In September 2016, we and certain affiliates of Mr. Kirk invested the aggregate amount of $6.8 million in convertible debt securities. Such securities are convertible into common shares of Fibrocell at $17.04375 per share. Additionally, in conjunction with the purchase of the convertible debt of Fibrocell, we and certain affiliates of Mr. Kirk received warrants to purchase 450,835 shares of Fibrocell common stock.
In March 2017, we and certain affiliates of Mr. Kirk acquired an aggregate amount of 3,016 shares of Series A convertible preferred stock of Fibrocell for an aggregate amount of $3.0 million. Such preferred stock was convertible into common shares of Fibrocell at a price of $11.6369 per share. Additionally, in conjunction with the purchase of the preferred stock of Fibrocell, we and certain affiliates of Mr. Kirk received warrants to purchase 259,176 shares of Fibrocell common stock.
In April 2019, Fibrocell entered into a collaboration agreement with Castle Creek Pharmaceuticals, LLC to develop and commercialize a product in the field of the 2012 Fibrocell ECC. Pursuant to the terms of the 2012 Fibrocell ECC, we were entitled to 50% of sublicensing fees. In December 2019, Fibrocell was acquired by Castle Creek Pharmaceutical Holdings, Inc. (“Castle Creek”).
An affiliate of Mr. Kirk, Third Security, held two seats on Fibrocell’s board of directors from October 2012 until Fibrocell’s acquisition in December 2019. Pursuant to securities purchase agreements and through open market purchases, affiliates of Mr. Kirk acquired shares of Fibrocell common stock, including the shares acquired in July 2015. As of immediately prior to Fibrocell’s acquisition by Castle Creek, Mr. Kirk, together with his affiliates (excluding us), beneficially owned 1,226,766 shares, or 12.6%, of Fibrocell’s outstanding common stock.
In connection with Castle Creek’s acquisition of Fibrocell, we received $1.3 million in December 2019 for our shares of Fibrocell common stock and $3.3 million in January 2020 for our Fibrocell convertible debt and Series A convertible preferred stock.
In March 2020, Precigen and Fibrocell terminated the 2012 Fibrocell ECC by mutual agreement. Fibrocell retains surviving licenses under the 2012 Fibrocell ECC to continue to develop and commercialize two specific drug product candidates subject to Fibrocell’s continued development and commercialization of those candidates and to continued payment to us of revenue sharing payments as set forth in the 2012 Fibrocell ECC.
Intrexon Energy Partners
and Intrexon Energy Partners II
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We committed to make capital contributions of up to $25 million, and the IEP Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, have committed to make additional capital contributions of up to $25 million, at the request of the Intrexon Energy Partners Board, and subject to certain limitations. Intrexon Energy Partners is governed by the Intrexon Energy Partners Board, which has five members. Two members of the Intrexon Energy Partners Board are designated by us and three members are designated by a majority of the IEP Investors. We and the IEP Investors have the right, but not the obligation, to make additional capital contributions above these limits when and if solicited by the Intrexon Energy Partners Board.
Any investor who purchased at least $10.0 million of our common stock in the private placement related to Intrexon Energy Partners will have the right to require us to register such shares of our common stock on a registration statement on Form S-3, if available for use.
Intrexon Energy Partners II
In December 2015, we and certain investors (the “IEP II Investors”), including Harvest, entered into a Limited Liability Company Agreement which governs the affairs and conduct of business of Intrexon Energy Partners II, LLC (“Intrexon Energy Partners II”), a joint venture formed to utilize our natural gas bioconversion platform for the production of 1,4-butanediol, an industrial chemical intermediate used to manufacture spandex, polyurethane, plastics, and polyester. We also entered into an ECC with Intrexon Energy Partners II providing exclusive rights to our technology for the use in the field, as a result of which we received a technology access fee of $18 million while retaining a 50% membership interest in Intrexon Energy Partners II. The IEP II Investors made initial capital contributions, totaling $18 million in the aggregate, in exchange for pro rata membership interests in Intrexon Energy Partners II totaling 50%. In December 2015, the owners of Intrexon Energy Partners II made a capital contribution of $4 million, half of which was paid by us. We committed to make capital contributions of up to $10 million, and the IEP II Investors, as a group and pro rata in accordance with their respective membership interests in Intrexon Energy Partners, have committed to make additional capital contributions of up to $10 million, at the request of the Intrexon Energy Partners II board of managers, or the Intrexon Energy Partners II Board, and subject to certain limitations.
$7,000, for an aggregate amount of revenue recognized of approximately $14,561.
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| Number of Stock Options Outstanding | | | | | 16,930,366 | | |
| Weighted Average Exercise Price | | | | $ | 9.41 | | |
| Weighted Average Term (in years) | | | | | 6.97 | | |
| Number of Full-Value Stock Awards Outstanding | | | | | 1,877,308 | | |
| Number of Shares Remaining for Future Grant | | | | | 13,898,967 | | |
| 2013 Plan | | | | | 9,396,501 | | |
| 2019 Plan | | | | | 4,502,466 | | |
| Common Shares Outstanding as of April 25, 2023 | | | | | 255,482,753 | | |
| Overhang Percentage | | | | | 12.8% | | |
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