Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☐ | | ||
Preliminary Proxy Statement | |||
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material |
☒ | | | | |||
No fee required. | ||||||
☐ | | | | | Fee paid previously with preliminary materials. | |
☐ | | | | | Fee computed on table | |
(1) | To elect |
(2) | To ratify the selection of |
(3) | To conduct an advisory (non-binding) vote on executive |
(4) | To approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the number of authorized shares of common stock to a total of 480,000,000 (Proposal No. 4); and |
To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. |
Name | | | Year Initially Elected | | | Age | | | Position(s) | | | Expiration of Term | | | Class |
Richard W. Pascoe(1)(3) | | | 2013 | | | 59 | | | Director | | | 2023 | | | III |
Margaret Dalesandro, Ph.D.(1)(2) | | | 2021 | | | 76 | | | Director | | | 2023 | | | III |
Raj Mehra, Ph.D. | | | 2019 | | | 63 | | | Chairman, Chief Executive Officer and President | | | 2024 | | | II |
Brian Lian, Ph.D.(1)(2)(3) | | | 2019 | | | 57 | | | Director | | | 2024 | | | II |
Daniel J. O’Connor, J.D. | | | 2019 | | | 58 | | | Director | | | 2025 | | | I |
Name | Year Initially Elected | Age | Position(s) | Expiration of Term | Class | |||||
Kleanthis G. Xanthopoulos, Ph.D. | 2011 | 57 | Chairman | 2016 | I | |||||
Paul V. Maier | 2012 | 68 | Director | 2016 | I | |||||
Rusty Ray | 2009 | 45 | Director | 2017 | III | |||||
Wendell Wierenga, Ph.D. | 2014 | 68 | Director | 2017 | III | |||||
Richard W. Pascoe | 2013 | 52 | Chief Executive Officer, Secretary & Director | 2018 | II | |||||
Sandford D. Smith | 2014 | 69 | Director | 2018 | II |
(1) | Member of the Audit Committee of the Board (the “Audit Committee”). |
(2) | Member of the Corporate Governance/Nominating Committee. |
(3) | Member of the Compensation Committee of the Board (the “Compensation Committee”). |
| | 2022 | | | 2021 | |
Audit Fees(1) | | | $570,000 | | | $453,500 |
Audit Related Fees | | | — | | | — |
Tax Fees(2) | | | $17,600 | | | $20,700 |
All Other Fees | | | — | | | — |
Total All Fees | | | $587,600 | | | $474,200 |
BDO | PwC | |||||||
2015 | 2014 | |||||||
Audit Fees (1): | $ | 340,000 | $ | 755,000 | ||||
Other Fees: | ||||||||
Audit-Related Fees (2) | $ | — | $ | — | ||||
Tax Fees | ||||||||
Tax compliance (3) | $ | 20,000 | $ | 53,000 | ||||
Tax consulting (4) | $ | — | $ | 29,000 | ||||
All Other Fees (5) | — | — | ||||||
Total Other Fees | $ | 20,000 | $ | 82,000 | ||||
Total All Fees | $ | 360,000 | $ | 837,000 |
(1) | Audit fees consist of estimated fees for professional services rendered for the audit of our annual financial statements included in our Form 10-K filing and review of financial statements included in our quarterly Form 10-Q filings, reviews of registration statements and issuances of consents, comfort letters and services that are normally provided in connection with statutory and regulatory filings or engagements. |
(2) | Consists of fees billed for tax compliance and consulting. |
Board Diversity Matrix (As of April 12, 2023) | ||||||||||||
Board Size: | | | | | | | | | ||||
Total Number of Directors | | | 5 | |||||||||
| | Male | | | Female | | | Non-Binary | | | Gender Undisclosed | |
Part I: Gender Identity | | | | | | | | | ||||
Number of directors based on gender identity | | | 4 | | | 1 | | | — | | | — |
Part II: Demographic Background | | | | | | | | | ||||
African American or Black | | | — | | | — | | | — | | | — |
Alaskan Native or Native American | | | — | | | — | | | — | | | — |
Asian | | | 1 | | | — | | | — | | | — |
Hispanic or Latinx | | | — | | | — | | | — | | | — |
Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — |
White | | | 3 | | | 1 | | | — | | | — |
Two or More Races or Ethnicities | | | — | | | — | | | — | | | — |
LGBTQ+ | | | — | |||||||||
Did not Disclose Demographic Background | | | — |
Board Diversity Matrix (As of April 12, 2022) | | ||||||||||||||
Board Size: | | | | | | | | | | ||||||
Total Number of Directors | | | 5 | | |||||||||||
| | Male | | | Female | | | Non-Binary | | | Gender Undisclosed | | |||
Part I: Gender Identity | | | | | | | | | | ||||||
Number of directors based on gender identity | | | 4 | | | 1 | | | — | | | — | | ||
Part II: Demographic Background | | | | | | | | | | ||||||
African American or Black | | | — | | | — | | | — | | | — | | ||
Alaskan Native or Native American | | | — | | | — | | | — | | | — | | ||
Asian | | | 1 | | | — | | | — | | | — | | ||
Hispanic or Latinx | | | — | | | — | | | — | | | — | | ||
Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | | ||
White | | | 3 | | | 1 | | | — | | | — | | ||
Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | | ||
LGBTQ+ | | | — | | |||||||||||
Did not Disclose Demographic Background | | | — | | |
Name | | | Age | | | Position(s) |
Raj Mehra, Ph.D. | | | 63 | |||
| ||||||
Chairman, Chief Executive Officer | ||||||
Michael Golembiewski | | 51 | | Chief | ||
Name and Position(s) | | | Year | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards(1) | | | Non-Equity Incentive Plan Compensation | | | All Other Compensation(2) | | | Total |
Raj Mehra, Ph.D., Chairman, Chief Executive Officer, President | | | 2022 | | | $561,688 | | | — | | | — | | | $1,603,680 | | | $280,844 | | | $12,200 | | | $2,458,412 |
| 2021 | | | $522,500 | | | $100,000 | | | $10,344,000(3) | | | $4,360,685 | | | $287,375 | | | $11,242 | | | $15,625,802 | ||
Michael Golembiewski, Chief Financial Officer | | | 2022 | | | $317,125 | | | — | | | — | | | $616,800 | | | $126,850 | | | $10,852 | | | $1,071,627 |
| 2021 | | | $281,667 | | | $25,000 | | | — | | | $720,461 | | | $97,350 | | | $12,917 | | | $1,137,395 |
(1) | Represents the grant date fair value of the option awards, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. These figures do not reflect the amortized compensation expense or value received by the officer in the year indicated or that may be received by the officer with respect to such equity awards. |
(2) | ||
Our Named Executive Officers’ All Other Compensation | ||
(3) | Represents the grant date fair value of a performance restricted stock unit award granted to Dr. Mehra on March 15, 2021, calculated in | |
Annual Base Salary | ||||||||||
Name | Title | 2016 | 2015 | |||||||
Richard W. Pascoe | Chief Executive Officer, Secretary and Director | $ | 487,396 | $ | 473,200 | |||||
Barbara Troupin, M.D., M.B.A. | Senior Vice President, Chief Medical Officer | $ | 334,750 | $ | 325,000 | |||||
Brian T. Dorsey | Senior Vice President, Chief Development Officer | $ | 319,300 | $ | 310,000 |
Name | Title | Fiscal Year 2015 Incentive Bonus Rate at Target | 2015 Evaluation of Company Performance | Final Ratio Incentive Bonus/ Base | Portion of Fiscal 2015 Incentive Bonus Award Paid in Cash (1) | ||||||||||
Richard W. Pascoe | Chief Executive Officer, Secretary and Director | 50 | % | 75 | % | 38 | % | $ | 88,555 | ||||||
Barbara Troupin, M.D., M.B.A. | Senior Vice President, Chief Medical Officer | 40 | % | 75 | % | 30 | % | $ | 48,750 | ||||||
Brian T. Dorsey | Senior Vice President, Chief Development Officer | 40 | % | 75 | % | 30 | % | $ | 46,500 |
Name | | | Title(s) | | | Fiscal Year 2022 Incentive Bonus Rate at Target | | | 2022 Evaluation of Company Performance | | | Final Ratio Incentive Bonus as a Percentage of Base Salary as in effect as of 12/31/2022 | | | Fiscal 2022 Incentive Bonus Award |
Raj Mehra, Ph.D. | | | Chairman, Chief Executive Officer and President | | | 50% | | | 100% | | | 50% | | | $280,844 |
Michael Golembiewski | | | Chief Financial Officer | | | 40% | | | 100% | | | 40% | | | $126,850 |
Name and Position(s) | | | Year | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards(1) | | | Non-Equity Incentive Plan Compensation | | | All Other Compensation(2) | | | Total |
Raj Mehra, Ph.D., Chairman, Chief Executive Officer, President | | | 2022 | | | $561,688 | | | — | | | — | | | $1,603,680 | | | $280,844 | | | $12,200 | | | $2,458,412 |
| 2021 | | | $522,500 | | | $100,000 | | | $10,344,000(3) | | | $4,360,685 | | | $287,375 | | | $11,242 | | | $15,625,802 | ||
Michael Golembiewski, Chief Financial Officer | | | 2022 | | | $317,125 | | | — | | | — | | | $616,800 | | | $126,850 | | | $10,852 | | | $1,071,627 |
| 2021 | | | $281,667 | | | $25,000 | | | — | | | $720,461 | | | $97,350 | | | $12,917 | | | $1,137,395 |
(1) | Represents the grant date fair value of the option awards, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. These figures do not reflect the amortized compensation expense or value received by the officer in the year indicated or that may be received by the officer with respect to such equity awards. |
(2) | Our Named Executive Officers’ All Other Compensation in 2021 and 2022 consist of our matching and profit-sharing contribution to our retirement savings plan (401(k) Plan). |
(3) | Represents the grant date fair value of a performance restricted stock unit award granted to Dr. Mehra on March 15, 2021, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. This figure does not reflect the amortized compensation expense or value received by Dr. Mehra in 2021 or that may be received by Dr. Mehra with respect to such award. On March 8, 2022, prior to its vesting, this award was voluntarily forfeited by Dr. Mehra and cancelled by the Company. |
Name | | | Title(s) | | | Fiscal Year 2022 Incentive Bonus Rate at Target | | | 2022 Evaluation of Company Performance | | | Final Ratio Incentive Bonus as a Percentage of Base Salary as in effect as of 12/31/2022 | | | Fiscal 2022 Incentive Bonus Award |
Raj Mehra, Ph.D. | | | Chairman, Chief Executive Officer and President | | | 50% | | | 100% | | | 50% | | | $280,844 |
Michael Golembiewski | | | Chief Financial Officer | | | 40% | | | 100% | | | 40% | | | $126,850 |
Name and Position(s) | | | Year | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards(1) | | | Non-Equity Incentive Plan Compensation | | | All Other Compensation(2) | | | Total |
Raj Mehra, Ph.D., Chairman, Chief Executive Officer, President | | | 2022 | | | $561,688 | | | — | | | — | | | $1,603,680 | | | $280,844 | | | $12,200 | | | $2,458,412 |
| 2021 | | | $522,500 | | | $100,000 | | | $10,344,000(3) | | | $4,360,685 | | | $287,375 | | | $11,242 | | | $15,625,802 | ||
Michael Golembiewski, Chief Financial Officer | | | 2022 | | | $317,125 | | | — | | | — | | | $616,800 | | | $126,850 | | | $10,852 | | | $1,071,627 |
| 2021 | | | $281,667 | | | $25,000 | | | — | | | $720,461 | | | $97,350 | | | $12,917 | | | $1,137,395 |
Name and Position | Year | Salary | Option Awards (4) | Non-Equity Incentive Plan Compensation (5) | All Other Compensation | Total | ||||||||||||||||
Richard W. Pascoe, Chief Executive Officer, Secretary and Director (1) | 2015 | $ | 473,200 | $ | 342,413 | $ | 88,555 | $ | 13,124 | $ | 917,292 | |||||||||||
2014 | $ | 453,615 | $ | 463,307 | $ | 170,106 | $ | 11,036 | $ | 1,098,064 | ||||||||||||
2013 | $ | 335,342 | $ | 1,427,400 | $ | 142,521 | $ | 10,597 | $ | 1,915,860 | ||||||||||||
Barbara Troupin, M.D., M.B.A., Senior Vice President, Chief Medical Officer (2) | 2015 | $ | 325,000 | $ | — | $ | 48,750 | $ | 62,938 | $ | 436,688 | |||||||||||
2014 | $ | 1,250 | $ | 242,335 | $ | 375 | $ | — | $ | 243,960 | ||||||||||||
Brian T. Dorsey, Senior Vice President, Chief Development Officer (3) | 2015 | $ | 310,000 | $ | — | $ | 46,500 | $ | 12,938 | $ | 369,438 | |||||||||||
2014 | $ | 11,923 | $ | 236,132 | $ | 3,577 | $ | 54,331 | $ | 305,963 |
(1) | |
Represents the |
(2) | Our Named Executive Officers’ All Other Compensation in 2021 and 2022 consist of our matching and profit-sharing contribution to our retirement savings plan (401(k) Plan). |
(3) | Represents the |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | Option Awards: Number of Securities Underlying Options Granted (2) | Exercise Price of Option Awards | Grant Date Fair Value of Stock and Option Awards (3) | |||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Target (#) | ||||||||||||||||||||||||
Richard W. Pascoe | 1/29/2015 | $ | — | $ | 236,600 | $ | — | — | 300,000 | $ | 1.43 | $ | 342,413 | ||||||||||||||||
1/29/2015 | 45,000 | (4) | — | $ | 1.43 | $ | — | ||||||||||||||||||||||
1/29/2015 | 60,000 | (5) | — | $ | 1.43 | $ | — | ||||||||||||||||||||||
1/29/2015 | 45,000 | (6) | — | $ | 1.43 | $ | — | ||||||||||||||||||||||
Barbara Troupin, M.D., M.B.A. | 1/29/2015 | $ | — | $ | 130,000 | $ | — | 15,000 | (4) | — | $ | 1.43 | $ | — | |||||||||||||||
1/29/2015 | 20,000 | (5) | — | $ | 1.43 | $ | — | ||||||||||||||||||||||
1/29/2015 | 15,000 | (6) | — | $ | 1.43 | $ | — | ||||||||||||||||||||||
Brian T. Dorsey | 1/29/2015 | $ | — | $ | 124,000 | $ | — | 15,000 | (4) | — | $ | 1.43 | $ | — | |||||||||||||||
1/29/2015 | 20,000 | (5) | — | $ | 1.43 | $ | — | ||||||||||||||||||||||
1/29/2015 | 15,000 | (6) | — | $ | 1.43 | $ | — |
Name | | | Title(s) | | | Fiscal Year 2022 Incentive Bonus Rate at Target | | | 2022 Evaluation of Company Performance | | | Final Ratio Incentive Bonus as a Percentage of Base Salary as in effect as of 12/31/2022 | | | Fiscal 2022 Incentive Bonus Award |
Raj Mehra, Ph.D. | | | Chairman, Chief Executive Officer and President | | | 50% | | | 100% | | | 50% | | | $280,844 |
Michael Golembiewski | | | Chief Financial Officer | | | 40% | | | 100% | | | 40% | | | $126,850 |
Fiscal Year | | | Summary Compensation Table (“SCT”) Total for PEO(1) | | | Compensation Actually Paid to PEO(2)(3)(4) | | | SCT Total for Non-PEO NEO(1) | | | Compensation Actually Paid to Non-PEO NEO(5) | | | Value of Initial Fixed $100 Investment Based on Total Stockholder Return for the Company(6) | | | Net Income (in thousands)(7) |
2022 | | | $2,458,412 | | | ($2,975,985) | | | $1,071,627 | | | $381,399 | | | $42.97 | | | ($73,534) |
2021 | | | $15,625,802 | | | $5,727,179 | | | $1,137,395 | | | $805,336 | | | $103.16 | | | ($66,048) |
(1) | For all fiscal years in the table above, Dr. Mehra was our only PEO and Mr. Golembiewski was our only Non-PEO NEO. |
(2) | Represents the amount of the CAP to Dr. Mehra, as computed in accordance with Item 402(v) of Regulation S-K, and does not reflect the actual amount of compensation earned, realized or received by him during the applicable fiscal year. These amounts reflect the total amount of compensation for Dr. Mehra reported in the SCT with certain adjustments as described in footnote 3 below. |
(3) | The following table summarizes the adjustments required to be made to the |
| | PEO | | | Non-PEO NEO | |||||||
Adjustments | | | 2021 | | | 2022 | | | 2021 | | | 2022 |
Total Compensation from SCT | | | $15,625,802 | | | $2,458,412 | | | $1,137,395 | | | $1,071,627 |
(Subtraction): Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | ($14,704,685) | | | ($1,603,680) | | | ($720,461) | | | ($616,800) |
Addition: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | $3,652,245 | | | $656,721 | | | $215,616 | | | $252,585 |
Addition: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $0 | | | $0 | | | $0 | | | $0 |
Addition (Subtraction): Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | ($79,491) | | | ($1,410,810) | | | ($12,699) | | | ($208,200) |
Addition (Subtraction): Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | $1,233,308 | | | ($729,428) | | | $185,485 | | | ($117,813) |
(Subtraction): Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $0 | | | ($2,347,200) | | | $0 | | | $0 |
Compensation Actually Paid | | | $5,727,179 | | | ($2,975,985) | | | $805,336 | | | $381,399 |
(4) | In 2021, the CAP to PEO includes the value of the PRSU award granted to |
(5) | Represents the amount of |
(6) | |
Represents |
| | Option Awards | | | Stock Awards | ||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Non- Exercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Unites of Stock That Have Not Vested ($) |
Raj Mehra Ph.D. | | | January 6, 2020(1) | | | 533,020 | | | 197,980 | | | $1.42 | | | 1/6/2030 | | | — | | | — |
| | June 11, 2020(2) | | | 1,426,413 | | | 855,849 | | | $1.08 | | | 6/11/2030 | | | — | | | — | |
| | March 15, 2021(3) | | | 503,125 | | | 646,875 | | | $4.31 | | | 3/15/2031 | | | — | | | — | |
| | January 10, 2022(4) | | | — | | | 1,300,000 | | | $1.46 | | | 1/10/2032 | | | — | | | — | |
Michael Golembiewski | | | February 26, 2019(5) | | | 61,197 | | | 1,303 | | | $2.20 | | | 2/26/2029 | | | — | | | — |
| | January 6, 2020(1) | | | 72,916 | | | 27,084 | | | $1.42 | | | 1/6/2030 | | | — | | | — | |
| | June 11, 2020(2) | | | 195,131 | | | 117,080 | | | $1.08 | | | 6/11/2030 | | | — | | | — | |
| | March 15, 2021(3) | | | 83,125 | | | 106,875 | | | $4.31 | | | 3/15/2031 | | | — | | | — | |
| | January 10, 2022(4) | | | — | | | 500,000 | | | $1.46 | | | 1/10/2032 | | | — | | | — |
Option Awards (1) | |||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Non-Exercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | ||||||||||
Richard W. Pascoe | 618,750 | 281,250 | — | $ | 2.51 | 3/18/2023 | |||||||||
72,328 | 85,480 | — | $ | 2.36 | 2/6/2024 | ||||||||||
62,875 | 25,875 | (2) | — | $ | 2.38 | 2/20/2024 | |||||||||
— | — | 35,500 | (3) | $ | 2.38 | 2/20/2024 | |||||||||
— | 300,000 | — | $ | 1.43 | 1/29/2025 | ||||||||||
— | �� | — | 45,000 | (4) | $ | 1.43 | 1/29/2025 | ||||||||
— | — | 60,000 | (5) | $ | 1.43 | 1/29/2025 | |||||||||
— | — | 45,000 | (6) | $ | 1.43 | 1/29/2025 | |||||||||
Barbara Troupin, M.D., M.B.A. | 75,000 | 225,000 | — | $ | 1.16 | 12/12/2024 | |||||||||
— | — | 15,000 | (4) | $ | 1.43 | 1/29/2025 | |||||||||
— | — | 20,000 | (5) | $ | 1.43 | 1/29/2025 | |||||||||
— | — | 15,000 | (6) | $ | 1.43 | 1/29/2025 | |||||||||
Brian T. Dorsey | 75,000 | 225,000 | — | $ | 1.13 | 12/1/2024 | |||||||||
— | — | 15,000 | (4) | $ | 1.43 | 1/29/2025 | |||||||||
— | — | 20,000 | (5) | $ | 1.43 | 1/29/2025 | |||||||||
— | — | 15,000 | (6) | $ | 1.43 | 1/29/2025 |
(1) | |
(2) | 1/4th of the |
(3) | 1/4th of the |
(4) | 1/4th of the |
(5) | 1/4th of the |
Name | Benefit Type | Payment in the Event of an Involuntary Termination Prior to a Change in Control | Payment in the Event of a Termination by the Company following Disability or Death | Payment in the Event of an Involuntary Termination Within 12 Months Following a Change in Control | Payment in the Event of a Change in Control Without Termination | |||||||||||||
Richard W. Pascoe | Base Salary (1) | $ | 473,200 | $ | — | $ | 473,200 | $ | — | |||||||||
Bonus | $ | 175,874 | (2) | $ | 236,600 | (3) | $ | 175,874 | (2) | $ | — | |||||||
Benefits (4) | $ | 34,733 | $ | — | $ | 34,733 | $ | — | ||||||||||
Option Acceleration (5) | $ | — | $ | — | $ | — | $ | — | ||||||||||
Barbara Troupin, M.D., M.B.A. | Base Salary (1) | $ | 325,000 | $ | — | $ | 325,000 | $ | — | |||||||||
Bonus | $ | 97,500 | (2) | $ | 130,000 | (3) | $ | 97,500 | (2) | $ | — | |||||||
Benefits (4) | $ | 11,107 | $ | — | $ | 11,107 | $ | — | ||||||||||
Option Acceleration (5) | $ | — | $ | — | $ | — | $ | — | ||||||||||
Brian T. Dorsey | Base Salary (1) | $ | 310,000 | $ | — | $ | 310,000 | $ | — | |||||||||
Bonus | $ | 93,000 | (2) | $ | 124,000 | (3) | $ | 93,000 | (2) | $ | — | |||||||
Benefits (4) | $ | 34,733 | $ | — | $ | 34,733 | $ | — | ||||||||||
Option Acceleration (5) | $ | — | $ | — | $ | — | $ | — |
Name | | | Cash Compensation(1) | | | Option Grants(2) | | | Total |
Richard W. Pascoe | | | $51,355 | | | $44,478 | | | $95,833 |
Brian Lian, Ph.D. | | | $70,795 | | | $44,478 | | | $115,273 |
Daniel J. O’Connor, J.D. | | | $43,337 | | | $44,478 | | | $87,815 |
Margaret Dalesandro, Ph.D. | | | $54,514 | | | $44,478 | | | $98,992 |
Name | Cash Compensation | Option Grants (1)(2) | Other Compensation | Total | ||||||||||||
Kleanthis G. Xanthopoulos, Ph.D. | $ | 80,000 | $ | 39,743 | $ | — | $ | 119,743 | ||||||||
Rusty Ray | $ | 56,250 | $ | 19,872 | $ | — | $ | 76,122 | ||||||||
Deirdre Y. Gillespie, M.D. (3) | $ | 62,000 | $ | 19,872 | $ | — | $ | 81,872 | ||||||||
Paul V. Maier | $ | 58,000 | $ | 19,872 | $ | — | $ | 77,872 | ||||||||
Wendell Wierenga, Ph.D. | $ | 45,000 | $ | 19,872 | $ | — | $ | 64,872 | ||||||||
Sandford D. Smith | $ | 43,750 | $ | 19,872 | $ | — | $ | 63,622 |
(1) | Includes the value of the annual retainers payable to our non-employee directors. |
Topic 718. As of December 31, |
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)(1) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2) |
Equity compensation plans approved by security holders(3)(4) | | | 10,030,227 | | | $2.29 | | | 5,418,648 |
Equity compensation plans not approved by security holders(4)(5) | | | 368,943 | | | $1.37 | | | 3,055,254 |
Total | | | 10,399,170 | | | $2.26 | | | 8,473,902 |
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)) | |||||||||||
Equity compensation plans approved by security holders | 4,053,605 | (1) | $ | 1.95 | 2,534,252 | (2) | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Totals | 4,053,605 | $ | 1.95 | 2,534,252 |
(1) | |
Consists of the weighted average exercise price of outstanding options 2022. |
(2) | |
Consists entirely of |
(3) | Consists of options outstanding as of December 31, 2022 under the Amended and Restated 2012 Plan. |
(4) | The number of shares of Common Stock available for issuance under the Amended and Restated 2012 Plan will increase automatically on January 1st of each year, beginning January 1, 2020 and ending on (and including) January 1, 2029 by the |
(5) | Consists of the Inducement Plan, the Seelos Therapeutics, Inc. 2016 Equity Incentive Plan and shares of Common Stock that remain available for future issuance under the ESPP. |
| |||
| Submitted by the Audit Committee of the Board of Directors | ||
| | ||
| | Brian Lian, Ph.D. (Chair) | |
| | Margaret Dalesandro, Ph.D. | |
| | Richard W. Pascoe |
Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percentage of Class (%) (2) | ||||
Sarissa Capital Management LP, 660 Steamboat Road, Greenwich, CT 06830 (3) | 21,203,577 | 30.95 | % | |||
Aspire Capital Fund, LLC, 155 North Wacker Drive, Suite 1600, Chicago, IL 60606 (4) | 6,102,228 | 9.68 | % | |||
Directors and Executive Officers | ||||||
Richard W. Pascoe (5) | 1,029,787 | 1.64 | % | |||
Kleanthis G. Xanthopoulos (6) | 213,022 | * | ||||
Rusty Ray (7) | 131,112 | * | ||||
Deirdre Y. Gillespie, M.D. (8) | 122,433 | * | ||||
Brian T. Dorsey (9) | 116,250 | * | ||||
Wendell Wierenga, Ph.D. (10) | 112,352 | * | ||||
Barbara Troupin, M.D., M.B.A. (11) | 106,250 | * | ||||
Paul V. Maier (12) | 105,583 | * | ||||
Sandford D. Smith (13) | 101,870 | * | ||||
All current executive officers and directors as a group (nine persons) (14) | 2,038,659 | 3.21 | % |
Name and Address of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Class (%)(1) |
Directors and Named Executive Officers(2) | | | | | ||
Raj Mehra, Ph.D.(3) | | | 6,811,110 | | | 5.4% |
Michael Golembiewski(4) | | | 822,085 | | | * |
Daniel J. O’Connor, J.D., Director(5) | | | 139,666 | | | * |
Brian Lian, Ph.D., Director(6) | | | 123,666 | | | * |
Richard W. Pascoe, Director(7) | | | 115,737 | | | * |
Margaret Dalesandro, Ph.D., Director(8) | | | 109,999 | | | * |
All current executive officers and directors as a group (six persons)(9) | | | 8,122,263 | | | 6.4% |
* | |
(1) | Percentage ownership is calculated based on a total of 121,811,097 shares of Common Stock issued and outstanding as of March 27, 2023. |
Unless otherwise indicated, the address for each of our directors and executive officers |
(3) | |
(4) | |
(5) | Represents (i) 16,000 shares of Common Stock held |
(6) | |
(7) | |
(8) | |
(9) | |