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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
Table☐ Confidential, for Use of Contentsthe Commission Only (as permitted by Rule 14a-6(e)(2))
175 Toyota Plaza7th FloorMemphis, Tennessee 38103(901) 523-9700☒ Definitive Proxy Statement
March 23, 2018
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Oncternal Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
12230 El Camino Real, Suite 230
San Diego, California 92130
NOTICE OF 2024 ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
Dear Stockholder:
I would like to extend a personal invitation for you to join us at ourThe 2024 Annual Meeting of Stockholders toof Oncternal Therapeutics, Inc., a Delaware corporation, will be held as a virtual meeting via live webcast on Wednesday, May 9, 2018,the Internet on Thursday, June 20, 2024, at 1:7:30 p.m. Central Daylight Time ata.m. Pacific Time. Because the Toyota Center, 175 Toyota Plaza, Memphis, Tennessee 38103.
At this year's meeting is completely virtual and being conducted via the Internet, you will not be able to attend in person, but you will be askedable to approveparticipate online and submit your questions in advance or during the election ofmeeting. If you intend to participate in or vote your shares during the two nominees for director namedAnnual Meeting, you must register online at www.proxydocs.com/ONCT. For instructions on how to participate in and vote your shares during the Annual Meeting, see the information in the accompanying proxy statementProxy Statement in the Section entitled, “General Information about the Annual Meeting and Voting – How can I participate in and vote at the Annual Meeting?”
The Annual Meeting is being held for the following purposes:
I urge youOur board of directors has fixed the close of business on April 22, 2024, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. For our Annual Meeting, we have elected to use the Internet as the Boardour primary means of Directors has recommended, for both ofproviding our director nominees and for the ratification of the appointment of Ernst & Young LLP as GTx's independent registered public accounting firm for 2018.
Attached youproxy materials to stockholders. Consequently, most stockholders will find a notice of meeting (which includes a notice of Internet availabilitynot receive paper copies of our proxy materials) andmaterials. We will instead send to these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement that contains furtherand annual report, and for voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information about these items as well as specific detailson how stockholders may obtain paper copies of our proxy materials free of charge, if they so choose. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the meeting.circulation of our proxy materials.
The Notice of Internet Availability of Proxy Materials will also provide the date and time of the Annual Meeting; the matters to be acted upon at the meeting and our board of directors’ recommendation with regard to each matter; a toll-free number, an email address and a website where stockholders may request a paper or email copy of the proxy statement, our annual report to stockholders and a form of proxy relating to the Annual Meeting; information on how to access the form of proxy; and information on how to participate in the Annual Meeting.
Your vote is important.Whether or not you expect to attendparticipate in our Annual Meeting, please vote in advance of the Annual Meeting by Internet or telephone as described in the accompanying proxy materials or, if you request that the proxy materials be mailed to you, by signing, dating and returning the proxy card enclosed with those materials. If you plan to participate in our Annual Meeting and wish to vote your shares during the meeting, I encourage you may do so at any time before the proxy is voted. All stockholders are cordially invited to vote. Please sign and return your proxy card, or use the telephone or Internet voting prior toparticipate in the meeting. This will assure that your shares will be represented
By Order of the Board of Directors,
/s/ James B. Breitmeyer
James B. Breitmeyer, M.D., Ph.D.
President, Chief Executive Officer and voted at the meeting, even if you cannot attend.Director
San Diego, California
Table of ContentsApril 26, 2024
175 Toyota Plaza, 7th FloorMemphis, Tennessee 38103(901) 523-9700
Your vote is important. Please vote your shares whether or not you plan to participate in the meeting. |
You are invited to attend the 2018 GTx, Inc. Annual Meeting of Stockholders:PROXY STATEMENT
FOR THE ONCTERNAL THERAPEUTICS, INC.
2024 ANNUAL MEETING OF STOCKHOLDERS
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PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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PROPOSAL 3: APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS |
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12230 El Camino Real, Suite 230
San Diego, California 92130
PROXY STATEMENT FOR THE ONCTERNAL THERAPEUTICS, INC.
2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 20, 2024
The board of directors of Oncternal Therapeutics, Inc. is soliciting your proxy for use at the Annual Meeting of stockholders to be held on Thursday, June 20, 2024, at 7:30 a.m., Pacific Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to participate in the Annual Meeting online and submit your questions in advance or during the meeting. If you intend to participate in or vote your shares during the Annual Meeting, you must register online at www.proxydocs.com/ONCT by entering the control number on your Notice of Internet Availability or Proxy Card. For instructions on how to participate in and vote your shares during the Annual Meeting, see the information in the accompanying Proxy Statement in the Section entitled, “General Information about the Annual Meeting and Voting – How can I participate in and vote at the Annual Meeting?”
We intend to mail proxy materials on or about April 30, 2024 to all stockholders of record entitled to vote at the Annual Meeting, including a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report online and how to vote online. If you receive such a Notice by mail, you will not receive a printed copy of the materials unless you specifically request one. However, the Notice contains instructions on how to request to receive printed copies of these materials and a proxy card by mail.
EXPLANATORY NOTE
On January 8, 2024, we effected a 1-for-20 reverse stock split of our issued and outstanding common stock. All common stock shares, common stock per share data, common stock options, and warrants in this proxy statement, including the exercise price of any common stock options, have been retrospectively adjusted to reflect the effect of the reverse stock split.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 9, 2018, at the Toyota Center, 175 Toyota Plaza, Memphis, Tennessee 38103June 20, 2024The: This proxy statement and our annual report to stockholders are available electronically atwww.edocumentview.com/GTXIwww.proxydocs.com/ONCT.
IMPORTANT INFORMATION ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS AND VOTING
Your vote is important. Whether or not you expect to attendThe information provided in the meeting, please submit your proxy promptly in order to assure that a quorum“question and answer” format below is present. Thank you for your attentionconvenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this important matter.proxy statement and references to our website address in this proxy statement are inactive textual references only.
What am I voting on?
There are three proposals scheduled for a vote:
Proposal 1: To elect two directors for a three-year term to expire at the 2027 annual meeting of stockholders.
• | Jill DeSimone | ||
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Robert J. Wills, Ph.D. |
Memphis, TennesseeMarch 23, 2018
TableProposal 2: Ratification of Contentsthe appointment of BDO USA, P.C. as our independent registered public accountants for the year ending December 31, 2024.
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Table: To consider and vote upon, on an advisory basis, the compensation of Contents
175 Toyota Plaza, 7th FloorMemphis, Tennessee 38103(901) 523-9700
The enclosed proxy is solicited by the Board of Directors of GTx, Inc. for use at the 2018 Annual Meeting of Stockholders.Your vote is very important. For this reason, the Board of Directors is requesting that you allow your shares to be represented at the 2018 Annual Meeting of Stockholders by the proxiesour named on the enclosed proxy card. In connection with the solicitation of proxies by the Board of Directors, we are mailingexecutive officers as disclosed in this proxy statement pursuant to the enclosed proxy card,compensation disclosure rules of the Securities and Exchange Commission (“SEC”).
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Who can vote at the meeting?
Only stockholders who owned our 2017 Annual Report to all stockholderscommon stock as of the close of business on April 22, 2024, are entitled to vote at the Annual Meeting, beginning on or aboutMeeting. As of April 3, 2018.
In this proxy statement, terms such as "we," "us" and "our" refer to GTx, Inc., which may also be referred to from time to time as "GTx."
SPECIAL NOTE REGARDING REVERSE STOCK SPLIT
As previously announced, we effected a one-for-ten reverse stock split of our outstanding common stock on December 5, 2016, or the Reverse Stock Split. The primary purpose of the Reverse Stock Split was to enable GTx to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, which compliance was regained on December 20, 2016. At the effective time of the Reverse Stock Split, every ten shares of our issued and outstanding common stock was automatically combined and reclassified into one issued and outstanding share of common stock. No fractional22, 2024, there were 2,959,645 shares of our common stock were issued in the Reverse Stock Split, but in lieu thereof, each holderoutstanding. Common stock is our only class of our common stock who would otherwise have beenoutstanding and entitled to a fraction of avote.
How many votes do I have?
Each share of our common stock that you own as of the close of business on April 22, 2024, entitles you to one vote.
Why did I receive a one-page notice in the Reverse Stock Split receivedmail regarding the Internet availability of proxy materials instead of a cash payment. In addition, asfull set of proxy materials?
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a resultNotice of Internet Availability of Proxy Materials to our stockholders who have not previously requested the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the numberreceipt of shares issuable upon the exercise or vesting of all stock options, restricted stock units and warrants issued by GTx and outstanding immediately prior to the effective time of the Reverse Stock Split, which resulted in a proportionate decrease in the number of shares of our common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under our equity compensation plans immediately prior to the effective time of the Reverse Stock Split was reduced proportionately.
Unless otherwise noted, all share and per share information included inpaper proxy materials advising them that they can access this proxy statement, has been retroactively adjustedour annual report and voting instructions over the Internet at www.proxydocs.com/ONCT.
You may request a printed copy of the proxy statement and annual report via the internet at www.investorelections.com/ONCT, by calling 866-648-8133, or by sending a blank e-mail to give effectpaper@investorelections.com with your control number in the subject line. You can also state your preference to receive a paper copy for future meetings. There is no charge for requesting a copy. Please make your request for a copy on or before June 10, 2024, to facilitate timely delivery. In addition, stockholders may request to receive proxy materials electronically by email or in printed form by mail on an ongoing basis.
All stockholders will have the ability to access the proxy materials via the internet at www.proxydocs.com/ONCT. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our Annual Meeting.
How do I vote by proxy?
With respect to the Reverse Stock Split.
When iseach director, you may vote “For” the Annual Meeting?
The Annual Meeting will be held at 1:30 p.m., Central Daylight Time, on Wednesday, May 9, 2018.
Where willelection of each of the Annual Meeting be held?
The Annual Meeting will be held atnominees or “Withhold” your vote with respect to one or more of the Toyota Center, 175 Toyota Plaza, Memphis, Tennessee 38103. For directionsnominees. With respect to attend the Annual Meeting, please contact Investor Relations. The contact information for Investor Relations is described under "Who should I contact if I have any questions?" below. Information on how to vote in person at the Annual Meeting is discussed below.
What items will be voted on at the Annual Meeting?
There are two matters scheduled for a vote:
Stockholders of Record: Shares Registered in Your Name
If you are a stockholder of record, there are several ways for you to vote your shares. Whether or not you plan to participate in the fiscal year ending December 31, 2018.
By Mail: If you are a stockholder of record, and you elect to receive your proxy materials by mail, you may vote using your proxy card by completing, signing, dating and returning the proxy card in the self-addressed, postage-paid envelope provided. You should mail the proxy card in plenty of time to allow delivery prior to the meeting. Do not mail the proxy card if you are voting over the Internet or by telephone. If you properly complete your proxy card and send it in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your shares, as permitted, will be voted as recommended by our board of directors. If any other matter is presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote in accordance with his or her best judgment. As of the date of this proxy statement, we are not awareknew of any otherno matters that willneeded to be presented for considerationacted on at the Annual Meeting.
What are the Board of Directors' recommendations?
Our Board of Directors recommends that you vote:
Will GTx's directors bemeeting, other than those discussed in attendance at the Annual Meeting?
GTx encourages, but does not require, its directors to attend annual meetings of stockholders. However, GTx currently anticipates that all of its directors will attend the Annual Meeting. Five of GTx's seven then-current directors attended the 2017 Annual Meeting of Stockholders.
INFORMATION ABOUT VOTING
this proxy statement.
Who is entitled to vote atVia the Annual Meeting?
Only stockholders of record at the close of business on the record date, March 12, 2018, are entitled to receive noticeInternet in Advance of the Annual Meeting and to vote the shares for which they are stockholders of record on that date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. As of the close of business on March 12, 2018, GTx had 21,855,111 shares of common stock outstanding.
Stockholders of Record: Shares Registered in Your Name. If on March 12, 2018, your shares were registered directly in your name with GTx's transfer agent, Computershare Investor Services, or Computershare, then you are considered the holder of record with respect to those shares. As the holder of record, you: You may vote in person at www.proxypush.com/ONCT, 24 hours a day, seven days a week. Use the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosedcontrol number shown on your Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form that is sent to you.
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By Telephone: You may vote using a touch-tone telephone by calling 866-586-3107, 24 hours a day, seven days a week. Use the account number shown on your Notice of Internet Availability of Proxy Materials, proxy over the telephonecard or on the Internet as instructed below,voting instructions form that is sent to ensure your vote is counted.you.
Beneficial Owner: Shares RegisteredDuring the Annual Meeting: You may still participate in the Name of a Broker, Bank or Other Holder of Record. If on March 12, 2018, your shares were not registered in your name with Computershare then you are the beneficial owner of those shares held in "street name." Your shares may be held in a stock brokerage account or by a bank or other holder of record,meeting and these proxy materials are being forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares, and you will receive instructions from your broker, bank or other holder of record that must be followed in order for your broker, bank or other holder of record to vote your shares per your instructions. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person atduring the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other holder of record giving you the right to vote such shares in person at the Annual Meeting.
How do I vote?
You may either vote "FOR" each nominee to the Board of Directors or you may withhold your vote for any nominee that you specify. With respect to Proposal No. 2, you may vote "FOR" or "AGAINST", or abstain from voting.
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone, or vote by proxy on the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already previously voted by proxy, however you must register by no later than 5:00 p.m. Eastern Time, on June 19, 2024, in which event your proxyorder to do so. Instructions on how to register for and vote during the meeting will be disregarded.delivered to you in a subsequent email following your registration.
Beneficial Owner:Owners: Shares Registered in the Namename of a Broker Bank or Other Holder of Record.Banks
If you are a beneficial owner of shares registered in the name of your broker, bank or other holder of record,agent, you should have received the Notice of Internet Availability of Proxy Materials or, if you have requested physical copies, a proxy card and voting instructions with these proxy materials from your broker, bank or other holder of recordthat organization rather than directly from GTx.us. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, youYou may be eligible to vote by proxyyour shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone or on
the Internet as instructed byvoting. If your broker, bank or other holder of record. brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.
To vote in person atduring the Annual Meeting, you must request and obtain a valid proxy from your broker, bank or other holder of record giving you the right to vote such shares in person at the Annual Meeting.agent. Follow the instructions from your broker bank or other holder of recordbank included with these proxy materials or contact themyour broker or bank to request a proxy form.
We provide Internet proxy voting If you intend to allow you toparticipate in or vote your shares on-line, with procedures designedduring the Annual Meeting, you must register online by no later than 5:00 p.m. Eastern Time on June 19, 2024. Instructions on how to ensureregister for and vote during the authenticity and correctness ofmeeting will be delivered to you in a subsequent email following your registration.
May I revoke my proxy?
If you give us your proxy, you may revoke it at any time before it is exercised. You may revoke your proxy in any one of the three following ways:
• | you may send in another signed proxy with a later date; | ||
• | you may notify our corporate secretary, Chase C. Leavitt, in writing before the Annual Meeting that you have revoked your proxy; or | ||
• | you may notify our corporate secretary in writing before the Annual Meeting and vote via the internet during the meeting. |
General Information about the Annual Meeting and Voting – How can I participate in and vote instructions. However, pleaseat the Annual Meeting?
We will be awarehosting the Annual Meeting live via webcast. Any stockholder can participate in the Annual Meeting live online after you register at www.proxydocs.com/ONCT. If you were a stockholder as of April 22, 2024, or you hold a valid proxy for the Annual Meeting, and you have registered to participate in the Annual Meeting by 5:00 p.m. Eastern Time on June 19, 2024, you can vote during the Annual Meeting. Even if you plan to participate in the Annual Meeting online, we recommend that you must bear any costs associated withalso vote by proxy as described herein so that your Internet access, such as usage charges from Internet access providersvote will be counted if you decide not to participate in the Annual Meeting. A summary of the information you need to attend and telephone companies.
How many votes do I have?participate in the Annual Meeting online is provided below:
On each matter to be voted upon,
• | On the day of the Annual Meeting, follow the instructions in the email communication you will receive after you have registered to participate. | ||
• | Technical assistance for those having difficulty entering the meeting via the Internet will be provided to stockholders who have registered on the day of the Annual Meeting. | ||
• | Webcast starts at 7:30 a.m. Pacific Time. | ||
• | Stockholders may submit questions while participating in the Annual Meeting via the Internet. | ||
• | Webcast replay of the Annual Meeting will be available until July 20, 2024. |
To participate in the Annual Meeting, you have onewill need the control number included in your Notice and Access Card, your proxy card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should register using your control number or otherwise vote for each share of common stock you own as of March 12, 2018.through the bank or broker.
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What if during the check-in time or during the Annual Meeting I return a proxy card but do not make specific choices?have technical difficulties or trouble accessing the virtual meeting website?
Stockholder of Record: Shares Registered in Your Name.We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you are a stockholder of record and you do not specify your vote on each proposal individually when submitting a proxy viaencounter any difficulties accessing the internetvirtual meeting website during the check-in or by telephone, or if you sign and return a proxy card without giving specific voting instructions, then your sharesmeeting time, please call the technical support number that will be voted as follows:
If any other matter is properly presentedWhat constitutes a quorum?
The presence at the Annual Meeting, yourin person or by proxy, (one of the individuals named on your proxy card) will vote yourholders representing a majority of our outstanding common stock as of April 22, 2024, or 1,479,823 shares, as recommended by the Board of Directors or, if no recommendation is given, will vote your shares using his or her best judgment.
Beneficial Owner: Shares Registered in the Name ofconstitutes a Broker, Bank or Other Holder of Record. If you are a beneficial owner of shares registered in the name of your broker, bank or other holder of record and you do not provide the broker, bank or other holder of record holding your shares with voting instructions, your broker, bank or other holder of record will determine if it has the discretionary authority to vote on the particular matter. If you are a beneficial owner whose shares are held of record by a broker and you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a "broker non-vote." In these cases, the broker can register your shares as being presentquorum at the Annual Meeting for purposes of determining the presence of a quorum, but will not be ablemeeting, permitting us to conduct our business.
What vote on those matters for which specific authorization is required under NYSE rules.
If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on Proposal No. 2 (the ratification of the appointment of Ernst & Young LLP as GTx's independent registered public accounting firm for the fiscal year ending December 31, 2018), even if your broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on Proposal No. 1 (the election of directors) without voting instructions from you, in which case a broker non-vote will occur and your shares will not be voted on Proposal No. 1.
Table of Contentsapprove each proposal?
What is the vote required for each proposal?
Proposal 2: Ratification of Independent Registered Public Accounting Firm.
How are votes counted, and how are abstentions and broker non-votes treated?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count "FOR," "WITHHOLD" and broker non-votes with respect to Proposal No. 1 (the election of directors), and, with respect to Proposal No. 2, "FOR" and "AGAINST" votes, abstentions and broker non-votes (if any).
With respect to the election of Proposal No. 1 (the election of directors), you may either vote "FOR" each nominee to the Board of Directors or you may withhold your vote for any nominee that you specify. If you withhold your authority to vote with respect to one or both director nominees, your vote will have no effect on the outcome of the election. Broker non-votes will also have no effect on the outcome of the election.
Abstentions will be counted towards the tabulation of sharescommon stock present in person or represented by proxy and entitled to vote and will have the same effect as "AGAINST" votes on Proposal No. 2. We do not expect any broker non-votes on Proposal No. 2, which broker non-votes would not in any event affect the outcome of the vote on Proposal No. 2.
Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting.
How many sharesProposal 3: Approval of the Compensation of the Named Executive Officers. The approval of the compensation of the named executive officers must be present to constitute a quorum forreceive “For” votes from the Annual Meeting?
A quorumholders of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote areat the annual meeting.
Voting results will be tabulated and certified by Mediant Communications.
What is the effect of abstentions?
Shares of common stock held by persons attending the annual meeting but not voting, and shares represented by stockholders present at the Annual Meeting or by proxy. On March 12, 2018, the record date, there were 21,855,111 shares outstanding and entitledproxies that reflect abstentions as to vote. Thus, at least 10,927,556 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.
Your sharesparticular proposal, will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be treated as shares present for the purposepurposes of determining the presence of a quorum. If thereBecause Proposal 1 is no quorum, eitherdetermined by a plurality of votes cast, abstentions will not be counted in determining the Chairmanoutcome of this proposal. For all other proposals scheduled for a vote at the annual meeting, abstaining has the same effect as a negative vote because abstentions are treated as shares present at the meeting or by proxy and entitled to vote.
What is the effect of broker non-votes?
A “broker non-vote” occurs when a majoritybank, broker or other nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and either chooses not to vote those shares on a routine matter or is not permitted to exercise discretionary voting authority on a non-routine matter. Shares represented by proxies that reflect a “broker non-vote” will be counted for purposes of determining whether a quorum exists.
Proposal 2 is considered a routine matter on which a broker, bank or other nominee has discretionary authority to vote. No broker non-votes are expected on this proposal. However, if there are any broker non-votes for Proposal 2, such broker non-votes will have no effect on the result of the votes present in person or represented by proxy at the Annual Meeting may adjourn the Annual Meeting to another date.vote.
Can I change my vote after submitting my proxy card?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If youProposals 1 and 3 are the record holder of your shares, you may revoke your proxy in any one of three ways:
If your shares are held in "street name", you should follow the instructions provided byaccordingly, your broker, bank or other holdernominee may not exercise discretionary voting authority on those proposals. As a result, if you hold your shares with a broker, bank or other nominee and you do not provide timely voting instructions for the non-routine proposals, your shares will not be voted on those proposals at the annual meeting and will be considered “broker non-votes” on those proposals, which will have no effect on these proposals.
Who is paying the costs of record.soliciting these proxies?
We will pay all of the costs of soliciting these proxies. Our directors, officers and other employees may solicit proxies in person or by mail, telephone, fax, or email. We will not pay our directors, officers, or other employees any additional compensation for these services. We will also ask banks, brokers and other institutions, nominees, and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. Our costs for forwarding proxy materials will not be significant.
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We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2024 Annual Stockholders’ Meeting. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov.
How do I obtain an Annual Report on Form 10-K?
If you would like a copy of our annual report on Form 10-K for the year ended December 31, 2023, we will send you one without charge. Please write to: Oncternal Therapeutics, Inc., 12230 El Camino Real, Suite 230, San Diego CA 92130, Attn: Corporate Secretary.
All of our SEC filings are also available free of charge in the investor relations section of our website at www.oncternal.com.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results are expected towill be published in aour current report on Form 8-K to be filed by GTx with the Securities and Exchange Commission, or the SEC on or before the fourthwithin four business day followingdays after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days followingafter the Annual Meeting,meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
PROPOSAL 1:
ELECTION OF DIRECTORS
Our business and when may I submit a stockholder proposal or director nomination for GTx's 2019 Annual Meeting?
Requirements for Stockholder Proposals to Be Considered for Inclusion in GTx's Proxy Materials. Stockholders of GTx may submit proposals on matters appropriate for stockholder action at meetings of GTx's stockholders in accordance with Rule 14a-8 promulgatedaffairs are managed under the Securities Exchange Act of 1934, as amended, or the Exchange Act. For such proposals to be included in GTx's proxy materials relating to the 2019 Annual Meeting of Stockholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received at our executive offices no later than December 4, 2018. However, if our 2019 Annual Meeting of Stockholders is not held between April 9, 2019 and June 8, 2019, then the deadline will be a reasonable time prior to the time we begin to print and send our proxy materials. All such proposals must comply with all applicable requirements of Rule 14a-8 and be sent to our Corporate Secretary at GTx, Inc., 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103 by the close of business on the required deadline.
Requirements for Stockholder Proposals and Director Nominations at the 2019 Annual Meeting. Pursuant to GTx's amended and restated bylaws, or our bylaws, stockholders wishing to submit proposals or director nominations, except in the case of proposals made in accordance with Rule 14a-8, must, in addition to complying with applicable laws and regulations and the requirementsdirection of our bylaws, provide timely notice thereof in writing to our Corporate Secretary. To be timely for the 2019 Annual Meetingboard of Stockholders, you must notify our Corporate Secretary, in writing, not later than the close of business on December 4, 2018, nor earlier than the close of business on November 4, 2018. We also advise you to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations, including the different notice submission date requirements in the event that we do not hold our 2019 Annual Meeting of Stockholders between April 9, 2019 and June 8, 2019. A stockholder's notice to our Corporate Secretary must set forth the information required by our bylaws with respect to each director nominee or proposal the stockholder proposes to bring before the annual meeting. The chairman of the 2019 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. A copy of our bylaws may be
obtained by writing to our Corporate Secretary at the address listed above. In addition, the proxy solicited by the Board of Directors for the 2019 Annual Meeting of Stockholders will confer discretionary voting authority with respect to (i) any proposal presented by a stockholder at that meeting for which GTx has not been provided with timely notice and (ii) any proposal made in accordance with GTx's bylaws, if the proxy statement for the 2019 Annual Meeting of Stockholders briefly describes the matter and how management proxy holders intend to vote on it, if the stockholder does not comply with the requirements of Rule 14a-4(c)(2) promulgated under the Exchange Act.
How can I obtain a copy of GTx's Form 10-K?
A copy of our 2017 Annual Report to Stockholders is being mailed along with this proxy statement and is also available at www.edocumentview.com/GTXI. Our 2017 Annual Report to Stockholders is not incorporated into this proxy statement and shall not be considered proxy solicitation material.
We will mail to you without charge, upon written request, a copy of our Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2017, as well as a copy of any exhibit specifically requested. Requests should be sent to: Corporate Secretary, GTx, Inc., 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103. A copy of our Annual Report on Form 10-K has also been filed with the SEC and may be accessed from the SEC's homepage (www.sec.gov).
What proxy materials are available on the Internet?
This proxy statement and our 2017 Annual Report to Stockholders are available at www.edocumentview.com/GTXI.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
How many copies should I receive if I share an address with another stockholder?
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed to those stockholders. This process, which is commonly referred to as "householding," potentially provides extra convenience for stockholders and cost savings for companies.
This year, a numbercurrently composed of brokers with account holders who are GTx stockholders will be householding our proxy materials by delivering a single proxy statement and annual report to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report in the future you may notify your broker or GTx. You can notify us by sending a written request to GTx, Inc., c/o Henry P. Doggrell, Corporate Secretary, 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103, or by calling (901) 523-9700. Stockholders who currently receive multiple copiesten members. Our board of the proxy statement and annual report at their address and would
like to request "householding" of their communications should contact their broker. In addition, GTx will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.
Who should I contact if I have any questions?
If you have any questions about the Annual Meeting, our proxy materials or your ownership of our common stock, please contact Henry P. Doggrell, Corporate Secretary, 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103, Telephone 901-523-9700, by Fax: 901-844-8075 or by e-mail at investor.relations@gtxinc.com.
PROPOSAL NO. 1ELECTION OF DIRECTORS
GTx's Board of Directorsdirectors is divided into three classes. GTx's charter documents provide thatstaggered classes of directors. At each class must consist, as nearly as possible,annual meeting of one-third of the total numberstockholders, a class of directors and each class hasis elected for a three-year term. Vacancies onterm to succeed the Board of Directors may be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board. A director elected by the Board to fill a vacancy in a class shall serve for the remainder of the full term of that class and until the director's successor is elected and qualified. This includes vacancies created by an increase in the authorized number of directors.
The Board of Directors presently has seven members. There are currently two directors in Class II, thesame class whose term of office expires atis then expiring.
The following table sets forth the Annual Meeting: J. Kenneth Glassnames and Robert J. Wills, Ph.D. The Nominating and Corporate Governance Committee reviewed the qualifications and performance of both of these directors, and recommendedcertain other information for each of themthe nominees for re-election to our Board of Directors, which then nominated these directorselection as a director and for re-election. Each of Mr. Glass and Dr. Wills was previously elected to our Board of Directors by our stockholders. If elected at the Annual Meeting, each of Mr. Glass and Dr. Wills will serve until the 2021 Annual Meetingcontinuing members of Stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.our board of directors as of April 22, 2024:
Directors are elected by a plurality of
| Class |
| Age |
|
| Position |
| Director | ||
Daniel L. Kisner, M.D. |
| I |
|
| 77 |
|
| Director |
| 2019 |
William R. LaRue |
| I |
|
| 73 |
|
| Director |
| 2019 |
Charles P. Theuer |
| I |
|
| 60 |
|
| Director |
| 2019 |
Rosemary Mazanet, M.D., Ph.D. |
| I |
|
| 68 |
|
| Director |
| 2021 |
Jill DeSimone |
| II |
|
| 68 |
|
| Director |
| 2023 |
Robert J. Wills, Ph.D. |
| II |
|
| 70 |
|
| Director |
| 2015 |
James B. Breitmeyer, M.D., Ph.D. |
| III |
|
| 70 |
|
| Director, President and Chief Executive Officer |
| 2019 |
Michael G. Carter, M.B., Ch.B., F.R.C.P. |
| III |
|
| 86 |
|
| Director |
| 2006 |
David F. Hale |
| III |
|
| 75 |
|
| Chairman of Board of Directors |
| 2019 |
If no contrary indication is made, proxies in the votes present in person or represented by proxy and entitled to vote on the election of directors. Shares represented by executed proxiesaccompanying form will be voted if authority to do so is not withheld, for the election of each of Mr. Glass and Dr. Wills. Innominees, or in the event that any nominee should be unavailable for electionis not a candidate or is unable to serve as a resultdirector at the time of an unexpected occurrence, shares that would have been voted for that nominee will instead will be voted for the election (which is not currently expected), for any nominee who is designated by our board of such substitute nomineedirectors to fill the vacancy.
Information Regarding Directors
All of our directors bring to our board of directors significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or venture capital firms. The process undertaken by our nominating & corporate governance committee in recommending qualified director candidates is described below under “Director Nominations Process.” Certain of our directors previously served on the Nominatingboard of directors of privately held Oncternal Therapeutics, Inc. (“Private Oncternal”) prior to its merger with our subsidiary in June 2019 (the “Merger”). The information set forth below as to the directors and Corporate Governance Committee may propose. Each of Mr. Glass and Dr. Willsnominees for director has agreedbeen furnished to serve if elected and has consented to being named as a nominee in this proxy statement.us by the directors:
The following includes a brief biography of both of the nominees standingNominees for electionElection to the Board of Directors at the Annual Meeting, with each biography including information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the applicable nominee should serve
Jill DeSimone has served as a member of our Boardboard of Directors.
Class II Director Nomineesdirectors since January 2023. Ms. DeSimone served as president of U.S. Oncology at Merck & Co., Inc. from 2014 to April 2022. She also served as interim president of U.S. Pharma to help navigate the business through the COVID-19 pandemic. Prior to joining Merck, she served as senior vice president of Global Women’s Health at Teva Pharmaceutical Industries Ltd from 2012 to 2014. Prior to her time at Teva, Ms. DeSimone served in several roles of increasing responsibility at Bristol Myers Squibb from 1980 to 2012, including senior vice president of U.S. Commercial from 2010 to 2012 and senior vice president of U.S. Virology/HIV from 2006 to 2010. Ms. DeSimone currently serves as a director of Praxis Precision Medicines, Inc., Affini-T Therapeutics, Inc., and iTeos Therapeutics,Inc., and previously served as a director of Kinnate Biopharma, Inc. prior to it's acquisition by XOMA Corporation in April 2024. Ms. DeSimone also serves as a board member for Election fortwo non-profit organizations: Florida Cancer Specialists Foundation, serving patients in Florida, and Swim Across America focused on cancer research. Ms. DeSimone received a Three-Year Term Expiring atB.S. in pharmacy from Northeastern University and completed a fellowship with the 2021 Annual Meeting
Wharton School of the University of Pennsylvania.
Robert J. Kenneth GlassWills, Ph.D.
Mr. Glass, age 71,joined our board as the Executive Chairman in March 2015, and has served as a directormember of our board since March 2004, and currently serves as the Chaircompletion of the Audit CommitteeMerger in June 2019. Dr. Wills has over three decades of experience as a leader in the pharmaceutical and biotechnology industry. Dr. Wills also currently serves on the Compensation Committee. Mr. Glass retired as Chairman of the Board President and Chief Executive Officer of First Horizon National Corporation (NYSE: FHN)at Milestone Pharmaceuticals, Inc., or First Horizon, as of January 29, 2007. Mr. Glass was named President and Chief Executive Officer of First Horizon in July 2002, and he also became First Horizon's Chairman of the Board in January 2004. From 2003 through 2007, Mr. Glass servedboard member at Parion Sciences, Inc., as a director of FedEx Corporation (NYSE: FDX). From July 2001 through July 2002, Mr. Glass was President and Chief Operating Officer of First Horizon. From 1993 to 2001, Mr. Glass was Business Unit President of First Tennessee Bank. Mr. Glass received his B.A. in Accounting from Harding University and graduated from Harvard Business School's Advanced Management Program. As Chairman and Chief Executive Officer of one of the largest banks in Tennessee, Mr. Glass was recruited to the GTx Board to provide financial and business leadership expertise to the Board. With his background in accountingboard member at Go Therapeutics and as a Chief Executive Officer, Mr. Glass serves in the roleboard member of a financial expert for our Audit
Committee, and his years of experience leading a publicly-owned bank holding company has provided him with the organizational skills, risk management expertise and leadership he currently brings to the Board and the Audit Committee.
Robert J. Wills, Ph.D.
Feldan Therapeutics. Dr. Wills age 64, joined GTxalso served as Executive Chairman of the Board of Directors and as the Chairman of the Board's Scientific and Development Committee onCymaBay Therapeutics prior to its acquisition by Gilead Sciences, Inc. in March 2, 2015.2024. Prior to joining GTx,these roles, Dr. Wills served asspent over 25 years at Johnson & Johnson. Most recently he was Vice President, Alliance Manager forManagement, Janssen Pharmaceutical Companies of Johnson & Johnson, or J&J, and was responsible for managing strategic alliances for J&J's Pharmaceutical Group worldwide since 2002. Prior to this, Dr. Wills spent 22 years in pharmaceutical drug development, 12 of which were at J&J and 10 of which were at Hoffmann-La Roche Inc. Before assuming his alliance management role at J&J, Dr. WillsJohnson. He also served as Senior Vice President Global Development, at J&J where he was responsible for its late stage developmentthe R&D pipeline and was a member of the R&D Board of Directors. In addition, he served on several internalof the commercial Operating Company Boards and research and development operating boards.key pharmaceutical group decision-making committees. Dr. Wills has served on the boardbegan his career at Hoffmann-LaRoche where he spent
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10 years in several roles of directors of Cymabay Therapeutics Inc. (Nasdaq: CBAY) since April 2015, and served as the chairman of its board since October 2015. Dr. Willsscientific responsibility. He holds a B.S. in Biochemistry, and aan M.S. in Pharmaceutics from the University of Wisconsin and a Ph.D. in Pharmaceutics from the University of Texas. The BoardDr. Wills’ extensive experience in the life science and pharmaceutical industries and experience as our executive prior to the Merger contributed to our board of Directors has determineddirectors’ conclusion that Dr. Willshe should serve as a memberdirector.
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Continuing Members of ourthe Board of Directors because he brings
Class I Directors continuing in Office until the 2026 Annual Meeting of Stockholders
Daniel L. Kisner, M.D. joined our board of directors in June 2019. Dr. Kisner currently serves as an independent consultant in the life science industry. He was a partner at Aberdare Ventures from 2003 to our Board2011. Dr. Kisner served as Chairman of Directorsthe board of directors of Caliper Life Sciences from 2002 to 2008, and GTx's management teamas President and CEO of its predecessor company, Caliper Technologies, from 1999 to 2002. He held positions of increasing responsibility at Isis Pharmaceuticals, Inc., from 1991 to 1999, most recently as President and COO. Dr. Kisner previously served in excess of 35 years of pharmaceutical industry experience and leadership, including extensive experience in clinical research and development executive positions at Abbott Laboratories from 1988 to 1991 and initiating and managing strategic partnerships and alliances.
The Boardat SmithKline Beckman Laboratories from 1985 to 1988. He held a tenured faculty position in the Division of Directors unanimously recommends a vote in favor of both of our nominees for Class II Director.
ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORSAND CERTAIN CORPORATE GOVERNANCE MATTERS
Continuing Directors
In addition to the two Class II director nominees, GTx has five other persons serving as directors and who will continue in office after the Annual Meeting with terms expiring in 2019 and 2020. There are currently two directors serving in Class III whose term expiresMedical Oncology at the 2019 annual meetingUniversity of stockholders, and three directors in Class I whose termTexas, San Antonio School of office expires atMedicine until 1985 after a five-year advancement through the 2020 annual meeting of stockholders. The following includes a brief biography of each director composing the remainderCancer Treatment Evaluation Program of the Board with terms expiringNational Cancer Institute. Dr. Kisner is board certified in internal medicine and medical oncology. Dr. Kisner holds a B.A. from Rutgers University and an M.D. from Georgetown University. Dr. Kisner currently serves as shown, with each biographya director at Dynavax Technologies Corporation and has extensive prior private and public company board experience, including information regardingserving on the experiences, qualifications, attributes or skillsboards of directors of Histogen, Inc. and Zynerba Pharmaceuticals, Inc. and as Chairman of the board of directors at Tekmira Pharmaceuticals. Dr. Kisner’s extensive leadership experience in the biotechnology and biopharmaceutical industries and as a venture capital investor contributed to our board of directors’ conclusion that caused the Nominating and Corporate Governance Committee and the Board to determine that the applicable directorhe should serve as a director.
William R. LaRue joined our board of directors following the Merger in June 2019 and previously served on the board of directors of Private Oncternal from December 2017. He served as Senior Vice President and Chief Financial Officer at Cadence Pharmaceuticals, Inc., a biopharmaceutical company, starting in June 2006, and expanded his role to serve as Assistant Secretary at Cadence in April 2007, serving in both capacities until the company’s acquisition by Mallinckrodt plc in March 2014. At Cadence, Mr. LaRue was a member of our Boardthe Executive Committee with direct responsibility for the company’s financial leadership including corporate financing, investor relations, financial planning and reporting, SEC reporting, accounting, treasury, risk management, tax and information technology. During his tenure, Cadence raised over $375 million in public and private equity and senior debt, including an IPO in October 2006 as the company transitioned from a development stage to a commercial stage company. Prior to joining Cadence, Mr. LaRue served as the Senior Vice President and Chief Financial Officer of Directors.
Class III Directors Continuing in Office Until the 2019 Annual Meeting
Michael G. Carter, M.D., Ch.B., F.R.C.P.
Dr. Carter, age 80, was appointed asCancerVax Corporation, a directorbiotechnology company, from 2001 until its merger with Micromet, Inc. in May 2006 and2006. Mr. LaRue currently serves as Chair of the Compensation Committee and as a member of boththe board of directors and chairperson of the Audit Committee of TRACON Pharmaceuticals, Inc., a clinical stage biotechnology company. He previously served on the boards of directors of Alastin Skincare, Inc., Applied Proteomics, Inc., Conatus Pharmaceuticals, Inc., Neurelis Inc., and Cadence Pharmaceuticals, Inc. Mr. LaRue received a B.S. in business administration and an M.B.A. from the University of Southern California. Mr. LaRue’s extensive financial experience and leadership in both private and public companies contributed to our board of directors’ conclusion that he should serve as a director.
Rosemary Mazanet, M.D., Ph.D. joined our board of directors in January 2021. Dr. Mazanet has served as Chief Medical Officer of viTToria Biotherapeutics, Inc. since November 2023 and serves on the board of directors of Columbia Care, Inc., where she previously served as Chief Scientific Officer from September 2017 until September 2023. In addition, she serves as Strategic Advisor to many companies and funds through her consultancy business, R Mazanet LLC, which she has managed as President since May 2004. Dr. Mazanet also has experience in public equity markets as the Managing Partner at Apelles Investment, LLC from 2007 to 2014, and as the Head of Research at Oracle Partners LP from 1998 to 2004. Prior to her public equity work, Dr. Mazanet worked at Amgen, Inc., where she led Clinical Development teams that conducted successful development programs leading to product approvals. Dr. Mazanet served as a director of GTx, Inc. from January 2002 to June 2010, prior to the Merger in June 2019. Dr. Mazanet served as a Trustee at the University of Pennsylvania Health System from July 2002 until October 2021 and Emeritus Trustee since October 2021. She has also served as the Chair, Executive Advisory Board for the Wharton Leonard Davis Institute since December 2020. Dr. Mazanet holds a B.A. in biology from the University of Virginia, and an M.D. and Ph.D. from the University of Pennsylvania. Dr. Mazanet trained as an internist and oncologist in the Harvard Hospitals. Dr. Mazanet’s extensive experience in the life science and pharmaceutical industries contributed to our board of directors’ conclusion that she should serve as a director.
Charles P. Theuer, M.D., Ph.D. joined our board of directors following the Merger in June 2019 and previously served on the board of directors of Private Oncternal from March 2018. He has been President, Chief Executive Officer and a member of the board of TRACON Pharmaceuticals, Inc. since July 2006. From 2004 to 2006, Dr. Theuer was the Chief Medical Officer at TargeGen, Inc., a biotechnology company. Prior to joining TargeGen, Inc., Dr. Theuer was Director of Clinical Oncology at Pfizer, Inc., a pharmaceutical corporation, from 2003 to 2004. Dr. Theuer has also held senior positions at IDEC Pharmaceuticals Corp. from 2002 to 2003 and at the National Cancer Institute from 1991 to 1993. In addition, he has held academic positions at the University of California, Irvine, where he was Assistant Professor in the Division of Surgical Oncology and Department of Medicine. Dr. Theuer currently serves as a director at 4D Molecular Therapeutics, a position he has held since January 2016. Dr. Theuer received a B.S. from the Massachusetts Institute of Technology, an M.D. from the University of California, San Francisco, and a Ph.D. from the
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University of California, Irvine. He completed a general surgery residency program at Harbor-UCLA Medical Center and was board certified in general surgery in 1997. Dr. Theuer’s extensive clinical development experience and service as a director or officer of healthcare companies contributed to our board of directors’ conclusion that he should serve as a director.
Class III Directors continuing in Office until the 2025 Annual Meeting of Stockholders
James B. Breitmeyer, M.D., Ph.D. joined our board of directors and has served as our President and Chief Executive Officer following the Merger in June 2019 and previously served on the board of directors of Private Oncternal and as President and Chief Executive Officer of Private Oncternal from September 2015. Dr. Breitmeyer is a veteran biotech executive with experience successfully starting and growing biotechnology organizations. He has been responsible for both the development and implementation of both operational and drug development strategies, as well as supervising and managing both large organizations and emerging biotechnology companies. Dr. Breitmeyer served as President of Bavarian Nordic, Inc. and Executive Vice President of Bavarian Nordic A/S, a multinational corporation headquartered in Denmark, from February 2013 to July 2015 where he oversaw business operations and development strategy both for Bavarian Nordic, Inc. and Bavarian Nordic A/S. He served as a director of Zogenix, Inc., then a public pharmaceutical company, from March 2014 until it was acquired by UCB S.A. in March 2022 and was acting Chief Medical Officer of Zogenix from August 2012 to February 2013 where he was responsible for clinical development and regulatory strategy. He previously served as the Executive Vice President of Development and Chief Medical Officer of Cadence Pharmaceuticals Inc., a public pharmaceutical company, from August 2006 to August 2012, and the ScientificChief Medical Officer of Applied Molecular Evolution Inc., a wholly owned subsidiary of Eli Lilly and Co., a global pharmaceutical company, from December 2001 to August 2006. Dr. Breitmeyer was also the founder, President and Chief Executive Officer of the Harvard Clinical Research Institute, and Chief Medical Officer and Head of Research & Development Committee.for North America at Serono Laboratories Inc., an international biopharmaceutical company. Dr. Breitmeyer served as a founding collaborator and scientific advisor to Immunogen Inc., a biotechnology company, and held clinical and teaching positions at the Dana Farber Cancer Institute and Harvard Medical School. Dr. Breitmeyer previously served as a director of Otonomy, Inc. Dr. Breitmeyer earned his B.A. in Chemistry from the University of California, Santa Cruz and his M.D. and Ph.D. from Washington University School of Medicine and is Board Certified in Internal Medicine and Oncology. He holds an active California medical license. Our board of directors believes that Dr. Breitmeyer’s perspective and experience as Oncternal’s President and CEO, as well as his depth of operating and senior management experience in the pharmaceutical industry in both private and public organizations and educational background, provide him with the qualifications and abilities to serve as a director.
Michael G. Carter, M.B., Ch.B., F.R.C.P. joined our board of directors in May 2006. Previously, Dr. Carter was a non-executive director of Santarus, Inc. from 2004 to 2013, served as a non-executivenonexecutive director of Micromet AG from 2001 to 2005 and of MICROMET, Inc. from 2006 to March 2012, and served as a non-executive director of Fulcrum Pharma, PLC from 2005 to 2010. Dr. Carter was a member of the Advisory Boardadvisory board of Paul Capital Royalty Fund from 2005 to 2008, and has beenwas a venture partner with SV Life Sciences Advisors, LLP since 1998.from 1998 to 2016. He has served as a
member of the strategic advisory board of Healthcare Royalty Partners (HCRP) since September 2009 and a member of the HCRP Investment Committee since 2015. Dr. Carter was the non-executive chairman of Metris Therapeutics, Ltd., a biotechnology firm specializing in women's healthcare from 1999 to 2008. He was also a non-executive director of ONCOETHIX from June 2013 until its sale to Merck & Co., in December 2014, and is currently a non-executive director of Artios Pharma Limited, a company focused on using its DNA Damage Response technology to address various cancer indications.2014. Dr. Carter served on the Pharmaceutical Boardpharmaceutical board of I.C.II.C.I. Zeneca Pharmaceuticals, a predecessor company of AstraZeneca, and held various positions with I.C.II.C.I. Zeneca from 1984 to 1998, including International Medical Director and International Marketing Director. From 1985 to 1995, Dr. Carter served as a member of the U.K. Government's Medicines Commission. Dr. Carter is an Elected Fellow of the Royal Pharmaceutical Society, Faculty of Pharmaceutical Medicine, and of the Royal College of Physicians of Edinburgh. Dr. Carter holds a degree in pharmacy from London University (U.K.) and a medical degree from Sheffield University Medical School (U.K.). Our board of directors believes that Dr. Carter brings to the GTx BoardCarter’s specific expertise in the development and commercialization of pharmaceutical products by both large pharmaceutical companies and small specialty biotech companies.companies provide him with the qualifications and expertise to serve as a director.
J. R. Hyde, IIIDavid F. Hale
joined our board of directors following the Merger in June 2019 and previously served on the board of directors of Private Oncternal from 2013, including as its Chairman of the Board from 2018. Since May 2006, Mr. Hyde, age 75,Hale has served as Chairman & CEO of Hale Biopharma Ventures, LLC. He is a director since Novemberserial entrepreneur who has been involved in the formation and development of numerous life sciences companies. He was previously President and CEO of CancerVax Corporation, a cancer therapeutic company from October 2000 through May 2006 when CancerVax merged with Micromet, Inc. He became Chairman of Micromet, Inc. until the sale of the company to Amgen Inc. in 2012. After joining Hybritech, Inc., in 1982, he was President & Chief Operating Officer and became CEO in 1986, when Hybritech was acquired by Eli Lilly and Co. From 1987 to 1997 he was Chairman, President and CEO of Gensia, Inc. He was a co-founder and Chairman of Viagene, Inc. from 1987 to 1995. Prior to joining Hybritech in 1982, Mr. Hale was Vice President and General Manager of BBL Microbiology Systems, a division of Becton, Dickinson & Co. and from 1971 to 1980, held various marketing and sales management positions with Ortho Pharmaceutical Corporation, a division of
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Johnson & Johnson, Inc. Mr. Hale previously served as Chairman of a number of companies, including Santarus, Inc., Somaxon, Inc., SkinMedica, Inc., CRISIMed, Inc., Agility Clinical, Inc., Zerigo Health, Inc., Neurana, Inc., and Conatus Pharmaceuticals Inc. He is a Co-founder and currently serves as a Director of Neurelis, Inc and Dermata, Inc. Mr. Hale also is a co-founder and serves on the board of directors of BIOCOM and Connect, is a former member of the board of The Biotechnology Innovation Organization or BIO, and the San Diego Regional Economic Development Corporation. Mr. Hale also serves as a board trustee of Rady Children’s Hospital of San Diego, and Chairman of the board of Rady Children’s Institute of Genomics Medicine and serves as a member of the Compensation Committeeboard of the University of San Diego. Mr. Hale holds a B.A. in Biology and the Nominating and Corporate Governance Committee. From November 2000Chemistry from Jacksonville State University. Our board of directors believes Mr. Hale is qualified to March 2015, Mr. Hyde served as non-executive Chairman of our Board of Directors. In connection with Dr. Wills' assumption of dutiesserve as our Executive Chairmanchairman because of his extensive knowledge of Oncternal’s business and history, experience as a board member of multiple publicly traded and privately held companies, and expertise in March 2015, Mr. Hyde was appointed as our Lead Director. Since 1989, Mr. Hyde has been the sole stockholderdeveloping, financing and President of Pittco Holdings, Inc., a private institutional investment company. Since 1996, when Mr. Hyde made a substantial contributionproviding strong executive leadership to support the research of our prior CEO, Mr. Hyde has been instrumental in forming and financing GTx and is our largest stockholder. Mr. Hyde was the Chairmannumerous biopharmaceutical companies.
Independence of the Board of Directors of AutoZone, Inc. (NYSE: AZO) from 1986 to 1997 and the Chief Executive Officer of AutoZone from 1986 to 1996. From March 2005 to June 2007, Mr. Hyde served as the non-executive chairman of the Board of Directors of AutoZone, Inc., and continues to serve as a member of the Board. He was also Chairman and Chief Executive Officer of Malone & Hyde, Inc., AutoZone's former parent company, from 1972 until 1988. Mr. Hyde also served as a director of FedEx Corporation (NYSE: FDX) from 1977 to 2011. As our largest stockholder and with a long history of serving as both Chairman and Chief Executive Officer of a large publicly-traded company and a member of the board of directors of other public companies, Mr. Hyde has continued to serve as a principal architect of our public company governance structure, and continues to be a primary advisor to senior management on all matters of strategic importance. The Board believes that Mr. Hyde's leadership role and public company experience, as well as his significant ownership interest in the company, qualifies him as the best candidate to serve as the Lead Director of our Board of Directors.
Class I Directors Continuing in Office Until the 2020 Annual Meeting
Marc S. Hanover
Mr. Hanover, age 55, a co-founder of GTx, served as our President and Chief Operating Officer from our inception in September 1997 until his appointment as our permanent Chief Executive Officer in February 2015, and served as our acting Principal Financial Officer from December 31, 2013 until his appointment as our interim Chief Executive Officer on April 3, 2014. He also previously served as a member of our Board of Directors from September 1997 to August 2011. Prior to joining GTx, Mr. Hanover was a founder of Equity Partners International, Inc., a private equity firm in Memphis, Tennessee, and participated as a founder and investor in three healthcare companies. From 1985 to
1997, Mr. Hanover was a Senior Vice President and a member of the Executive Management Committee of National Bank of Commerce in Memphis, Tennessee. Mr. Hanover holds a B.S. in Biology from the University of Memphis and an MBA in Finance from the University of Memphis. Mr. Hanover serves as our Chief Executive Officer and he is responsible for overseeing all aspects of our business, including product development and business strategies. Accordingly, the Nominating and Corporate Governance Committee and our Board of Directors has determined that Mr. Hanover should serve as a member of our Board of Directors since he is best able to impart to our Board of Directors the business and financial acumen essential for a complete understanding by our Board of Directors of GTx's operations, strategies and developmental plans.
Garry A. Neil, M.D.
Dr. Neil, age 64, has served as a director since August 2016 and currently serves as a member of the Nominating and Corporate Governance Committee and the Board's Scientific and Development Committee. Dr. Neil joined Aevi Genomic Medicine (formerly Medgenics, Inc.) as Chief Scientific Officer in September 2013. Prior to joining Aevi Genomic Medicine, Dr. Neil held a number of senior positions in the pharmaceutical industry, academia and venture capital. These include Corporate Vice President of Science & Technology at Johnson & Johnson and Group President at Johnson & Johnson Pharmaceutical Research and Development from 2002 to 2012, as well as Vice President of Research and Development at Merck KGaA/EMD Pharmaceuticals and Vice President of Clinical Research at Astra Zeneca and Astra Merck prior to his joining Johnson & Johnson. Under his leadership a number of important new medicines for the treatment of cancer, anemia, infections, central nervous system and psychiatric disorders, pain, and genitourinary and gastrointestinal diseases gained initial or expanded approvals. Dr. Neil holds a B.S. from the University of Saskatchewan and an M.D. from the University of Saskatchewan College of Medicine. He completed postdoctoral clinical training in internal medicine and gastroenterology at the University of Toronto. Dr. Neil also completed a postdoctoral research fellowship at the Research Institute of Scripps Clinic. He is the Founding Chairman of the Pharmaceutical Industry R&D Consortium, TransCelerate Biopharmaceuticals Inc., and remains on the Board. He also serves on the Boards of Reagan Udall Foundation and Arena Pharmaceuticals, Inc. (NASDAQ: ARNA). He is a past member of the Board of Foundation for the National Institutes of Health (FNIH), and the Science Management Review Board of the NIH. He is past Chairman of the Pharmaceutical Research and Manufacturers Association (PhRMA) Science and Regulatory Executive Committee and the PhRMA Foundation Board. With the death of Dr. Barry Furr, who served on GTx's Board of Directors and as Chair of its Scientific and Development Committee, the Board's Nominating and Corporate Governance Committee was particularly pleased to find someone of Dr. Neil's experience and background in drug development and regulatory interactions to help the Board oversee our ongoing drug development programs.
Kenneth S. Robinson, M.D., M.Div.
Dr. Robinson, age 63, has served as a director since May 2008 and currently serves as Chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. From 2003 through 2007, Dr. Robinson served in the cabinet of Tennessee Governor Phil Bredesen as Commissioner of Health, and in April 2009, Dr. Robinson accepted an appointment to provide executive-level public health leadership and consultation as the Health Officer of Shelby County, Tennessee, the county in which GTx is located. In February 2011, Dr. Robinson was appointed as Public Health Policy Advisor for Shelby County, Tennessee. From 1982 through 1991, Dr. Robinson taught and practiced internal medicine at Vanderbilt University School of Medicine, and from 1991 through 2003, he was an Assistant Dean at the University of Tennessee College of Medicine. Since 2015, he has served as President and CEO of United Way of the Mid-South. Dr. Robinson holds a B.A., cum laude, from Harvard University, a M.D. from Harvard Medical School, and a Master of Divinity from
Vanderbilt Divinity School. As a Harvard-trained physician who has experience in overseeing the complexities of federal and state agencies' provision of healthcare to elderly and indigent patients, Dr. Robinson brings to the Board expertise in governance, governmental reimbursement related issues, population health data and priorities, and the role of government in the development and delivery of healthcare services. Dr. Robinson, an African-American, adds an element of racial diversity to the Board and also provides a voice for GTx with state and local officials.
Director Independence
As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company's Boardcompany’s board of Directorsdirectors must qualify as "independent,"“independent,” as affirmatively determined by the Boardboard of Directors. Consistent withdirectors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees be independent within the requirementsmeaning of Nasdaq rules.
Our board of directors undertook a review of the SEC and Nasdaq, our Boardindependence of Directors reviews all relevant transactions or relationships between each director and GTx, its senior management and itsconsidered whether any director has a material relationship with us that could compromise his or her ability to exercise independent registered public accounting firm. During this review, the Board considers whether there are any transactionsjudgment in carrying out his or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of GTx's senior management or their affiliates.
her responsibilities. As a result of this review, the Board affirmativelyour board of directors determined that the following fiveeach of our sevencurrent directors, are independent members of the Board of Directors within the meaning of the applicable Nasdaq listing standards: Dr. Carter, Mr. Hyde (Lead Director)other than James B. Breitmeyer, M.D., Mr. Glass (nominee)Ph.D., Dr. Neilour Chief Executive Officer and Dr. Robinson. As a result of Mr. Hyde's significant stock ownership in GTx, Mr. Hyde is not considered "independent" under applicable Nasdaq and SEC standards pertaining to membership of the Audit Committee (Mr. Hyde is not a member of the Audit Committee). In determining that Mr. Hyde isPresident, qualifies as an independent member of the Board of Directors within the meaning of the applicable Nasdaq listing standards, the Board considered Mr. Hyde's significant ownership interest in GTx as well as his significant investments in our securities offerings in 2014, 2016 and 2017. Neither Mr. Hanover nor Dr. Wills (nominee) is "independent"“independent” director within the meaning of the Nasdaq listing standards since eachrules. Accordingly, a majority of Mr. Hanover and Dr. Wills servesour directors are independent, as required under Nasdaq rules.
Board Leadership Structure
Our board of directors is currently led by its chairman, David F. Hale. Our board of directors recognizes that it is important to determine an optimal board leadership structure to ensure the independent oversight of management as the company continues to grow. We separate the roles of chief executive officer of GTx.
The Compensation Committee and the Nominating and Corporate Governance Committeechairman of the Board are comprised entirelyboard in recognition of the differences between the two roles. The chief executive officer is responsible for setting our strategic direction, day-to-day leadership and performance, while the chairman of our board of directors who are independent withinprovides guidance to the meaningchief executive officer and presides over meetings of the Nasdaq listing standards,full board of directors. We believe that this separation of responsibilities provides a balanced approach to managing our board of directors and the members of the Audit Committee are independent under applicable Nasdaq listing standards and SEC rules. In addition, the Board of Directors has determined that Mr. Glass, the Chair of the Audit Committee, qualifies as an "audit committee financial expert" within the meaning of the SEC rules. In determining whether Dr. Carter, Mr. Hyde and Mr. Glass are independent within the meaning of the Nasdaq listing standards pertaining to membership of the Compensation Committee, the Board determined that, based on its consideration of factors specifically relevant to determining whether any such director has a relationship to GTx that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, no member of the Compensation Committee has a relationship that would impair that member's ability to make independent judgments about GTx's executive compensation. In particular, the Board considered, among other things, the source of each member's compensation, including compensation paid to such member by GTx, and also considered Mr. Hyde's significant stock ownership in and status as an affiliate of GTx and determined that such compensation and affiliation, as applicable, would not impair the applicable member's ability to make independent judgments about GTx's executive compensation. In the case of Mr. Hyde, the Board determined that, as a significant stockholder, his interests are aligned with other stockholders in seeking an appropriate executive compensation program for GTx.
Table of Contentscompany oversight.
Board Leadership Structure andThe Board’s Role in Risk Oversight
Pursuant toOur board of directors has responsibility for the oversight of our bylawsrisk management processes and, either as a whole or through its committees, regularly discusses with management our Guidelines on Governance Issues (a copy of which can be foundmajor risk exposures, their potential impact on our corporate website at www.gtxinc.com under "Investors" at "Corporate Governance"), our Board determines the best Board leadership structure for our company from time to time. As part of our annual Board self-evaluation process, the Board evaluates our leadership structure in an effort to ensure that it provides the optimal structure for our company and for our stockholders.
Since we became a public company in February 2004, we historically operated with a non-executive Chairman of the Board, Mr. Hyde, who led the Board, and a Chief Executive Officer with responsibility for running GTx who is also a member of the Board. In early 2015, we elected a new Board member, Dr. Wills, who serves as our Executive Chairman. Dr. Wills was appointed as our Executive Chairman to provide complimentary leadership to our management team by someone who has spent his career in pharmaceutical clinical development and business strategies. Mr. Hyde, who served as our non-executive Chairman until this change, has assumed the role of Lead Director and interacts routinely with both our Executive Chairman and our Chief Executive Officer. In his role as Executive Chairman, Dr. Wills is responsible for, among other things:
In his role as Lead Director, Mr. Hyde is responsible for, among other things:
We believe that having Dr. Wills in the role of Executive Chairman allows Mr. Hanover to focus on the challenges that GTx faces in the current business environment while receiving complimentary leadership from a seasoned pharmaceutical executive. While our Guidelines on Governance Issues do not require that we separate the duties of Chairman of the Board from those of the Chief Executive Officer, we believe that combining Dr. Wills' strategic focus with the day-to-day operational skills provided by our Chief Executive Officer supports a mature, thoughtful and complete review of matters of importance to GTx. We also believe that having a Lead Director, Mr. Hyde, separate from our Chief
Executive Officer and Executive Chairman, reinforces the independence of the Board of Directors in its oversight of the business and affairs of the company. In addition, we believe that having a Lead Director, who is independent of management, creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the Board of Directors to monitor whether management's actions are in the best interests of GTx and its stockholders. In this regard, having the opportunity for the independent directors to meet in executive session under the direction of the Lead Director gives our Board ample opportunity to openly question and discuss matters pertaining to management, including the appropriateness of their direction and actions.
Our Board currently has five independent members within the meaning of the applicable Nasdaq listing standards and two non-independent members—Mr. Hanover, our Chief Executive Officer, and Dr. Wills, our Executive Chairman. A number of our independent Board members have served as members of senior management of other public companiesto enable our board to understand our risk identification, risk management and are either serving or have served as directors of other public companies. Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are each comprised solely of independent directors within the meaning of the applicable Nasdaq listing standards, each with a different independent director serving as the Chair of the committee. We also have a fourth Board committee, the Scientific and Development Committee, established in 2012, which is comprised of Dr. Carter and Dr. Neil, two independent directors, as well as Dr. Wills, with Dr. Wills serving as the Chair of that committee. Typically, all members of our Board attend scheduled meetings of the Scientific and Development Committee. We believe that the number of independent, experienced directors who make up our Board, along with the independent oversight of the Board by our Lead Director, Mr. Hyde, benefits GTx and our stockholders.
Previously, our Board delegated many risk oversight functions to its committees, and while Board committees assist the Board in its oversight function, following our substantial workforce reduction in October 2013 and more focused efforts on our development programs, the committees and the full Board decided to suspend the committees' more compartmentalized review of our operational risks. However, as questions about operational risks arise, certain Board committees may ask for more detailed information from management about how the company identifies specifics risks and mitigates them. For example, at the February 2016 meeting of the Board's Scientific and Development Committee, a presentation was made by our clinical operations personnel about how the company seeks to identify and mitigate any risk of possible data fraud in our ongoing clinical studies. Similarly, the Board's Audit Committee has received an overview and updates from our intellectual technology team outlining potential cybersecurity risks and management's efforts to mitigate cybersecurity risks. Additionally, our management team provides the Board with regular updates about our strategies and objectives and their assessment of operational risks inherent within them at regular meetings of the Board. Board meetings also provide a venue for our directors to discuss issues of concern with management. The Board calls special meetings when necessary to address specific issues or matters that should be addressed before the next regularly scheduled meeting. In addition, our directors have access to our management at all levels to discuss any matters of interest, including those related to risk. Those members of management most knowledgeable about the applicable issues attend Board meetings to provide additional insight into items being discussed, including exposures and mitigation strategies with respect to variousareas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.
Our audit committee reviews information regarding liquidity and operations and oversees our management of financial risks. Our Chief Legal OfficerPeriodically, our audit committee reviews our policies with respect to risk assessment, risk management, loss prevention and principal financial officer report directlyregulatory compliance. Oversight by our audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures, including related to cybersecurity. The compensation committee is responsible for assessing whether any of our Chief Executive Officer, providing himcompensation policies or programs has the potential to encourage excessive risk-taking. The nominating & corporate governance committee manages risks associated with visibility tothe independence of the board, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our risk profile. The board as a whole.
Board of Directors believes thatMeetings
During the work undertaken by the full Boardfiscal year ended December 31, 2023, our board of directors held eight meetings (including regularly scheduled, virtual and the Chief Executive Officer enables the Board to effectively oversee our risk management function.
Board and Committee Meetings; Attendance
GTx encourages, but does not require its directors to attend annual meetings of stockholders. All but two of our then-current directors attended the 2017 Annual Meeting of Stockholders. For 2017, eachspecial meetings). Each director attended at least 75% of the aggregate of (a) all meetings of the Board and (b) any committees on which he served. In 2017, the Board of Directors held four meetings, and the number of meetings held by our standing Boardboard of directors and the committees other than the Scientific and Development Committee, is set forth in the table below. In addition, our independent directors typically hold executive sessions after the conclusion of each regularly scheduled Board meeting. Mr. Hyde presides over each executive sessionwhich he or she was a member during such director’s term of service except for Xin Nakanishi.
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Committees of the Board.
Board Committees
GTx's Board of Directors currently has
We have four standing committees: audit, compensation, nominating & corporate governance, and science & development. Each of these committees has a written charter approved by our board of directors. A copy of each charter can be found under the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance section of our website at www.oncternal.com.
Audit Committee
Our audit committee consists of three members: Mr. LaRue (chairman and financial expert), Mr. Hale and Dr. Kisner. Our board of directors has determined that Mr. LaRue qualifies as an “audit committee financial expert” as that phrase is defined under the regulations promulgated by the SEC, and that all members of our audit committee are independent directors, as defined in the Nasdaq qualification standards and by Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our audit committee met five times during 2023.
Our audit committee is governed by a written charter adopted by our board of directors. Our audit committee’s main function is to oversee our accounting and financial reporting processes, internal systems of control, independent registered public accounting firm relationships and the Scientificaudits of our financial statements. Our audit committee’s responsibilities include, among other things:
• | selecting and appointing our independent registered public accounting firm; | ||
• | evaluating the qualifications, independence and performance of our independent registered public accounting firm; | ||
• | approving the audit and non-audit services to be performed by our independent registered public accounting firm; | ||
• | reviewing the design, implementation, adequacy and effectiveness of our internal controls and our critical accounting policies; | ||
• | discussing with management and the independent registered public accounting firm the results of our annual audit and the review of our quarterly unaudited financial statements; | ||
• | reviewing, overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; | ||
• | reviewing with management and our auditors any earnings announcements and other public announcements regarding our results of operations; | ||
• | preparing the report of our audit committee that the SEC requires in our annual proxy statement; | ||
• | reviewing policies with respect to risk assessment and risk management, including with respect to cybersecurity; | ||
• | reviewing and approving any related party transactions and reviewing and monitoring compliance with our related person transaction policy and procedures; and | ||
• | reviewing and evaluating, at least annually, the performance of our audit committee and its members including compliance of our audit committee with its charter. |
Both our external auditor and Development Committee. The charters for the Audit Committee, the internal financial personnel meet privately with our audit committee and have unrestricted access to this committee.
Compensation Committee
Our compensation committee consists of four members: Mr. Hale (chair), Dr. Kisner, Ms. DeSimone and Mr. LaRue. Our board of directors has determined that all members of our compensation committee are independent directors, as defined in the Nominating and Corporate Governance Committee and the Scientific and Development Committee are available on GTx's website (www.gtxinc.com) under "Investors" at "Corporate Governance." Nasdaq qualification standards. Our compensation committee met seven times during 2023.
The current membershipcompensation committee is governed by a written charter approved by our board of and information about our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are shown below.directors. The compensation committee’s purpose of the Scientific and Development Committee is to assist our board of directors overseeing the Boarddevelopment plans and compensation for our senior management and directors and recommend these plans to our board of directors. The compensation committee’s responsibilities include, among other things:
• | reviewing our compensation philosophy, including our policies and strategy relative to executive compensation; | ||
• | reviewing and approving or recommending to the full board for approval the compensation of our Chief Executive Officer; | ||
• | reviewing and approving or recommending to the full board for approval the compensation of our other executive officers; | ||
• | reviewing and recommending to the full board for approval the compensation policies for members of our board of directors and board committees; | ||
• | reviewing, approving or making recommendations to the board for approval of our benefit plans and the issuance of stock options and other awards under our equity incentive plans; | ||
• | reviewing and discussing with management our compensation discussion and analysis to be included in our annual proxy report or annual report on Form 10-K and producing the report that the SEC requires in our annual proxy statement; |
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• | preparing our annual compensation committee report, to the extent required; | ||
• | administering our compensation recovery policy; and | ||
• | reviewing and evaluating, at least annually, the performance of our compensation committee and its members including compliance of our compensation committee with its charter. |
Nominating & Corporate Governance Committee
Our nominating & corporate governance committee consists of four members: Dr. Mazanet (chair), Dr. Carter, Ms. DeSimone and Dr. Theuer. Our board of directors has determined that all members of our nominating & corporate governance committee are independent directors, as defined in the Nasdaq qualification standards. Our nominating & corporate governance committee met four times during 2023.
The nominating & corporate governance committee is governed by a written charter approved by our board of directors. The nominating & corporate governance committee’s purpose is to assist our board of directors by identifying individuals qualified to become members of our board of directors, consistent with criteria set by our board, and to develop our corporate governance principles. The nominating & corporate governance committee’s responsibilities include, among other things:
• | evaluating the composition, size and governance of our board of directors and its committees and making recommendations regarding future planning and the appointment of directors to our committees; | ||
• | evaluating and recommending candidates for election to our board of directors; | ||
• | overseeing our board of directors’ performance and self-evaluation process; | ||
• | reviewing our corporate governance guidelines and providing recommendations to the board regarding possible changes; and | ||
• | reviewing and evaluating, at least annually, the performance of our nominating & corporate governance committee and its members including compliance of our nominating & corporate governance committee with its charter. |
Science & Development Committee
Our science & development committee consists of six members: Drs. Theuer (chair), Carter, Kisner, Mazanet, Nakanishi and Wills. Our science & development committee met three times during 2023.
The science & development committee is governed by a written charter approved by our board of directors. The science & development committee’s purpose is to assist our board of directors by reviewing and evaluating GTx'sour research and development strategy as well asand its research, development and clinical programs. The science & development committee’s responsibilities include, among other things:
• | reviewing, evaluating and reporting to our board of |
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• |
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• | identifying and discussing significant emerging scientific, preclinical, clinical, medical, regulatory or legislative issues and trends, and any relevant competitive activity, focusing particularly on their potential impact on any of our programs, plans, or policies relating to our preclinical research and development activities and our clinical programs; and | |||
• |
| reviewing and evaluating, at least annually, the performance of
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Nominating and Corporate Governance Committee Matters
The Nominating and Corporate Governance Committee expects, as minimum qualifications, that nominees to the Board (including incumbent directors) will enhance the Board's management, finance, commercial and/or scientific expertise, will not have a conflictReport of interest and will have a high ethical standard and, with respect to new members of the Board, a willingness to serve at least an initial three year term for the Nominating and Corporate Governance Committee to recommend them to the Board of Directors. A director nominee's knowledge and/or experience in areas such as, but not limited to, the medical, pharmaceutical, biotechnology, biopharmaceutical or life sciences industry, equity and debt capital markets and financial accounting are likely to be considered both in relation to the individual's qualification to serve on our Board of Directors and the needs of the Board as a whole. While we do not have a formal policy on Board diversity, the Nominating and Corporate Governance Committee takes into account a broad range of diversity considerations when assessing director candidates, including individual backgrounds and skill sets, professional experiences and other factors that contribute to our Board having an appropriate range of expertise, talents, experiences and viewpoints, and considers those diversity considerations, in view of the needs of the Board as a whole, when making decisions on director nominations. Other characteristics, including but not limited to, the director nominee's material relationships with GTx, time availability, service on other boards of directors and their committees, or any other characteristics which may prove relevant at any given time
as determined by the Nominating and Corporate Governance Committee are reviewed for purposes of determining a director nominee's qualification.
Candidates for director nominees are evaluated by the Nominating and Corporate Governance Committee in the context of the current composition of the Board, the operating requirements of GTx and the long-term interests of GTx's stockholders. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then may use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors' overall service to GTx during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors' independence. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates' qualifications and then selects a nominee for recommendation to the Board by majority vote. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a stockholder or not. To date, the Nominating and Corporate Governance Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.
The Nominating and Corporate Governance Committee reviewed the qualifications and performance of each of the directors currently standing for re-election at the Annual Meeting, and recommended their nomination to the full Board of Directors.
The Board of Directors does not impose term limits or a mandatory retirement age for directors, except that our Chief Executive Officer (or any other officer of GTx, including our Executive Chairman, if he or she is a member of the Board) is required to tender his or her resignation to the Board if he or she ceases to serve as an executive officer of GTx. The Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. With respect to non-employee members of the Board, while it is believed that a director's knowledge and/or experience can continue to provide benefit to the Board of Directors following a director's retirement from his or her primary work affiliation, it is recognized that a director's knowledge of and involvement in ever changing business environments can weaken, and therefore his or her ability to continue to be an active contributor to the Board of Directors will be reviewed. Upon a director's change in his or her employment status, if any, he or she is required to notify the Nominating and Corporate Governance Committee of such change and, if determined by the Board of Directors upon recommendation of the Nominating and Corporate Governance Committee, to offer his or her resignation.
Compensation Committee Matters
Scope of Authority. The Compensation Committee acts on behalf of the Board of Directors to establish the compensation of executive officers of GTx and provides oversight of GTx's compensation philosophy. The Compensation Committee also acts as the oversight committee with respect to GTx's benefit plans, stock plans and bonus plans covering executive officers and other senior management. In overseeing those plans, the Compensation Committee has the sole authority for the day-to-day administration and interpretation of the plans. The Compensation Committee retains the authority for
establishing all matters with respect to the compensation of our executive officers, although our Compensation Committee may recommend to the full Board of Directors that it take action with respect to such compensation matters. Under its charter, the Compensation Committee has the authority, in its sole discretion, to retain (or obtain the advice of) any compensation consultant, legal counsel or other adviser to assist it in the performance of its duties. The Compensation Committee also has the direct responsibility for the appointment, compensation and oversight of the work of any advisers retained or engaged by the Compensation Committee. Finally, the Compensation Committee has the sole authority to approve the reasonable fees and the other terms and conditions of the engagement of any such advisor, including authority to terminate the engagement. GTx must provide for appropriate funding, as determined by the Compensation Committee, for the payment of reasonable compensation to any such adviser retained by the Compensation Committee.
Dr. Carter, as Chair of the Compensation Committee, is responsible for setting the agenda for meetings. Our Compensation Committee annually evaluates the performance, and determines the compensation, of the Executive Chairman of the Board, Chief Executive Officer and the other officers of GTx.
Role of Compensation Consultants in 2017 Compensation Determinations. Under its charter, our Compensation Committee has the authority to retain its own compensation consultant at company expense. During the fiscal year ended December 31, 2017, the Compensation Committee reviewed and relied on data from Equilar, Inc., an independent executive compensation survey database, regarding comparable cash and equity compensation payments made by our peers to their executive officers, but no compensation consultant had any role in recommending for determination the levels or elements of our executive compensation program.
Roles of Executives in Establishing Executive Compensation. Historically, our human resource, finance and legal departments worked with senior management to design and develop compensation programs for our named executive officers for recommendation to the Compensation Committee. In addition, these management groups worked together to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, and to prepare peer data comparisons and other briefing materials for the Compensation Committee. Our Chief Executive Officer, Mr. Hanover, leads our human resource, finance and legal departments in designing and developing compensation programs for our executive officers, and presents these proposals to the Compensation Committee. Mr. Hanover discusses all executive compensation proposals with our Executive Chairman of the Board, Dr. Wills, and Henry P. Doggrell, our Chief Legal Officer, before they are presented to the Compensation Committee for its consideration. The Compensation Committee may approve, modify, or reject those proposals, or may request additional information from management (or its own consultant, if it wished to retain one) on those matters.
Dr. Wills and Mr. Hanover also make recommendations to the Compensation Committee with respect to the specific performance goals to be achieved under our Executive Bonus Compensation Plan, which is described in more detail below in the section entitled, "Executive Compensation—Narrative Disclosure to Summary Compensation Table—Annual Bonus Plan." Dr. Wills and Mr. Hanover provide annual reviews of the performance of each of our executive officers (other than themselves) to assist the Compensation Committee in its annual determination of each element of compensation for such officers. The performance of Dr. Wills and Mr. Hanover is evaluated by the Compensation Committee.
Typically, the Compensation Committee meets in executive session to discuss and determine appropriate base salaries, bonus compensation target awards and goals (if applicable), and equity awards for each executive officer of GTx. No named executive officer was present or directly
participated in the final deliberations of the Compensation Committee with respect to any component of his or her own fiscal year 2016 or 2017 compensation.
Director Compensation. The Board of Directors sets non-employee directors' compensation at the recommendations of both the Nominating and Corporate Governance Committee and the Compensation Committee. The Compensation Committee and the Board of Directors believe that: director compensation should fairly compensate directors for work required in a company of GTx's size and scope; the compensation should align directors' interests with the long-term interest of stockholders; and the structure of the compensation should be simple, transparent and easy for stockholders to understand. Our non-employee director compensation program has typically consisted of a combination of a cash retainer and initial and annual stock option grants, with the number of shares subject to the annual stock option grant based on providing eligible directors aggregate equity grants in line with the 50th percentile of the equity granted to non-employee directors of GTx's peers. Data from GTx's peers is gathered from Equilar's online data base reflecting compensation information gleaned from the prior year's proxy statement for each peer, and then considered by the Nominating and Corporate Governance Committee and the Compensation Committee for the purpose of making recommendations to the Board for director compensation which the Board must then approve. In February 2017, the Board, upon the recommendations of the Nominating and Corporate Governance Committee and the Compensation Committee, determined that the number of shares subject to the automatic annual option grants occurring on the date following the 2017 Annual Meeting of Stockholders will be 15,000 shares of GTx common stock. During the November 2017 meetings of the Nominating and Corporate Governance and Compensation Committees, relevant data from Equilar on peer group director compensation was reviewed and used to assess current non-employee director compensation. It was determined by the Nominating and Corporate Governance and Compensation Committees that the cash compensation paid to non-employee directors for their service to GTx was consistent with similar payments by the company's peers, and no adjustments in cash compensation payments were needed. However, the data suggested that equity compensation was below the aggregate equity grants received by peer group board members, and the members of the Nominating and Corporate Governance and Compensation Committees discussed various ways annual equity grants could be determined for 2018, including using a Black-Scholes calculation, based on an agreed stock value grant, when the annual grants were to be made to eligible directors on the date following the Annual Meeting. At the March 2018 meetings of the Nominating and Corporate Governance and Compensation Committees and Board, it was determined that the escalating price of GTx common stock made a predetermined future grant of a specific value less likely to achieve the desired outcome of having the annual stock option grants consistent with the equity grants in line with the 50th percentile of the equity granted to non-employee directors of GTx's peers, and the Nominating and Corporate Governance and Compensation Committees decided to recommend to the Board that an award of stock options to acquire 7,500 shares of GTx common stock was more in line with its peers and consistent with what the Board has granted its eligible directors historically. Accordingly, the number of shares subject to the automatic annual stock option grants occurring on the date following the Annual Meeting will be 7,500 shares of GTx common stock. Consistent with our governance practice, the Nominating and Corporate Governance Committee made this recommendation to the Compensation Committee, which concurred and provided the joint recommendation to the Board for its approval. For more information on the compensation arrangements for our non-employee directors, please see the section entitled "Director Compensation" below.
Compensation Committee Charter. Our Compensation Committee reviews its charter on an annual basis and, if necessary, recommends changes to the Board of Directors for its approval. A copy of the Compensation Committee's charter can be found on our corporate website atwww.gtxinc.com under "Investors" at "Corporate Governance."
Stockholder Nomination Policy
It is the Nominating and Corporate Governance Committee's policy to review and consider all candidates for nomination and election as directors who may be suggested by any director or executive officer of GTx. The Nominating and Corporate Governance Committee will also consider any director candidate recommended by any stockholder if the recommendation is made in accordance with GTx's charter, bylaws and applicable law although no director candidate has been recommended to date by any stockholder, other than members of the Board of Directors and management who are also stockholders of GTx. To be considered, a recommendation for director nomination should be submitted in writing to: GTx, Inc., Nominating and Corporate Governance Committee, Attention: Corporate Secretary, 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103. When submitting candidates for nomination to be elected at GTx's annual meetings of stockholders, stockholders must follow the notice procedures and provide the information required by GTx's bylaws. In particular, for the Nominating and Corporate Governance Committee to consider a candidate recommended by a stockholder for nomination at the 2019 Annual Meeting of Stockholders, the recommendation must be delivered to GTx's Corporate Secretary, in writing, not later than the close of business on December 4, 2018, nor earlier than the close of business on November 4, 2018, subject to the different notice submission date requirements provided for in GTx's bylaws in the event that GTx does not hold its 2019 Annual Meeting of Stockholders between April 9, 2019 and June 8, 2019. The recommendation must include the same information as is specified in GTx's bylaws for stockholder nominees to be considered at an annual meeting, including the following:
Code of Business Conduct and Ethics and Guidelines on Governance Issues
Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees as well as Guidelines on Governance Issues. These documents are available on GTx's website (www.gtxinc.com) under "Investors" at "Corporate Governance." GTx will provide a copy of these documents to any stockholder, without charge, upon request, by writing to: GTx, Inc., Corporate Secretary, 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics by posting such information on our website at the address and the locations specified above.
Communications with the Board
Stockholders and other interested parties may communicate in writing with our Board of Directors, any of its committees, or with any of its non-management directors by sending written communications addressed to: GTx, Inc., Attention: Corporate Secretary, 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103. Our Corporate Secretary will review each communication and will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication is unduly hostile, threatening or similarly inappropriate, in which case, our Corporate Secretary will discard the communication.
Policies on Reporting Certain Concerns Regarding Accounting and Other Matters
We have adopted policies on the reporting of concerns to our Compliance Officer and Audit Committee regarding any suspected misconduct, illegal activities or fraud, including any questionable accounting, internal accounting controls or auditing matters, or misconduct. Any person who has a concern regarding any misconduct by any GTx employee, including any GTx officer, or any agent of GTx, may submit that concern to: GTx, Inc., Attention: Compliance Officer, 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103. Employees may communicate all concerns regarding any misconduct to our Compliance Officer and/or the Audit Committee on a confidential and anonymous basis through GTx's "whistleblower" hotline, the compliance communication phone number established by GTx: 1-877-778-5463, or by filing an anonymous, confidential report through Report-it.com, a web-based online service for "whistleblower" communications accessed at www.reportit.net. Any communications received through the toll free number or the online service is promptly reported to GTx's Compliance Officer, as well as other appropriate persons within GTx.
The Audit Committee of the Board of Directors operates under a written charter approved by
The audit committee oversees the BoardCompany’s financial reporting process on behalf of Directors, which is available on GTx's website (www.gtxinc.com) under "Investors" at "Corporate Governance." The Audit Committee's charter specifies thatour board of directors. Management has the purpose of the Audit Committee is to assist the Board in its oversight of:
In carrying out these responsibilities, the Audit Committee, among other things:
Management is responsible for: the preparation, presentation and integrity of GTx's financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting, (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluatingfor assessing the effectiveness of internal control over financial reporting;reporting. In fulfilling its oversight responsibilities, the audit committee reviewed the audited financial statements in the Company’s annual report with management, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and evaluatingthe effect of any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, GTx's internal control over financial reporting. new accounting initiatives.
The independent registered public accounting firmaudit committee reviewed with BDO USA, P.C., which is responsible for performingexpressing an independent auditopinion on the conformity of GTx'sthe Company’s audited financial statements with generally accepted accounting principles in accordancethe United States of America, its judgments
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as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the audit committee by the standards of the Public Company Accounting Oversight Board (United States)(the “PCAOB”). In addition, the audit committee has received the written disclosures and to issue a report thereon. the letter from BDO USA, P.C. required by PCAOB Ethics and Independence Rule 3526, “Communication with Audit Committees Concerning Independence,” and the audit committee has discussed with BDO USA, P.C. their independence from Oncternal Therapeutics, Inc. and its management.
The Audit Committee's responsibility is to monitor and oversee these processes.
In connection with these responsibilities, the Audit Committeeaudit committee met with managementBDO USA, P.C. to discuss the overall scope of its services, the results of its audit and reviews, its evaluation of the Company’s internal controls including internal control over financial reporting and the overall quality of the Company’s financial reporting. BDO USA, P.C., as the Company’s independent registered public accounting firm, also periodically updates the audit committee about new accounting developments and their potential impact on the Company’s reporting. The audit committee’s meetings with BDO USA, P.C. were held with and without management present. The audit committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The audit committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.
In reliance on the reviews and discussions referred to review and discussabove, the audit committee has recommended to the Company’s board of directors that the audited financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in our annual report on Form 10-K for the year ended December 31, 2023, filed by the Company with the SEC. The audit committee and the Company’s board of directors also have recommended, subject to stockholder approval, the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2024.
Table of Contentsfiling, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
including a discussion ofThe foregoing report has been furnished by the quality and acceptability of GTx's financial reporting and controls. audit committee.
Respectfully submitted,
The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the independent registered public accounting firm that firm's independence. The Audit Committee has also received management's report on internal control over financial reporting.
Based upon the Audit Committee's discussions with management and the independent registered public accounting firm, and the Audit Committee's review of the representations of management and the independent registered public accounting firm, subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended that the Board of Directors include
William R. LaRue (Chairman)
David F. Hale
Daniel L. Kisner, M.D.
Compensation Committee Interlocks and Insider Participation
The members of our compensation committee are Mr. Hale (chairman), Dr. Kisner, Ms. DeSimone and Mr. LaRue, none of whom currently serves, or in the audited financial statementspast year has served, as an officer or employee of Oncternal Therapeutics, Inc. None of our executive officers currently serves, or in GTx's Annual Reportthe past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on Form 10-K forour board of directors or compensation committee.
Employee, Officer and Director Hedging
Our Insider Trading Compliance Policy prohibits our employees (including executive officers) and directors from engaging in hedging transactions, including zero-cost collars and forward sale contracts, involving our securities. In addition, our Insider Trading Compliance Policy prohibits these individuals from pledging our securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold our securities in a “margin account,” which would allow the year ended December 31, 2017, filed withindividual to borrow against their holdings to buy securities.
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Director Nomination Process
Director Qualifications
In evaluating director nominees, our nominating & corporate governance committee will consider among other things the Securities and Exchange Commission.following factors:
• | personal and professional integrity, ethics and values; | ||
• |
| experience in corporate management, such as serving as an officer or former officer of a publicly held company; | |
• | strong finance, accounting or executive compensation experience; | ||
• | experience relevant to our industry; | ||
• | experience as a board member of another publicly held company; | ||
• | leadership skills; | ||
• | diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; | ||
• | diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; and | ||
• | practical and mature business judgment. |
The nominating & corporate governance committee’s goal is to assemble a board of directors that brings us a variety of perspectives and skills derived from high quality business and professional experience. Moreover, our nominating & corporate governance committee believes that the background and qualifications of our board of directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.
Other than the foregoing criteria for director nominees, our nominating & corporate governance committee has not adopted a formal policy with respect to a fixed set of specific minimum qualifications for its candidates for membership on our board of directors. The nominating & corporate governance committee may consider such other facts, including, without limitation, diversity, as it may deem are in the best interests of us and our stockholders. The nominating & corporate governance committee does, however, believe it is appropriate for at least one, and, preferably, several, members of our board of directors to meet the criteria for an “audit committee financial expert” as defined by SEC rules, and that a majority of the members of our board of directors be independent as required under the Nasdaq qualification standards. The nominating & corporate governance committee also believes it is appropriate for our President and Chief Executive Officer to serve as a member of our board of directors. Our directors’ performance and qualification criteria are reviewed annually by our nominating & corporate governance committee.
Identification and Evaluation of Nominees for Directors
The nominating & corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with our nominating & corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise.
If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election, our nominating & corporate governance committee may identify the desired skills and experience of a new nominee in light of the criteria above, in which case, our nominating & corporate governance committee would generally poll our board of directors and members of management for their recommendations. The nominating & corporate governance committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The nominating & corporate governance committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by our nominating & corporate governance committee members and by certain of our other independent directors and executive management. In making its determinations, our nominating & corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, our nominating & corporate governance committee makes its recommendation to our board of directors.
The nominating & corporate governance committee evaluates director candidate recommendations by stockholders in the same manner as it evaluates other director candidate recommendations. Any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by board members, management or other parties are evaluated. We do
14
not intend to treat stockholder recommendations in any manner different from other recommendations. Any stockholder recommendations for additions to our board of directors should be sent to Oncternal Therapeutics, Inc., 12230 El Camino Real, Suite 230, San Diego, CA 92130, Attention: Corporate Secretary.
Director Attendance at Annual Meetings
Although we do not have a formal policy regarding attendance by members of our board of directors at our Annual Meeting, we encourage all of our directors to attend. Eight of our directors serving at the time attended our 2023 Annual Meeting of Stockholders.
Communications with our Board of Directors
Stockholders seeking to communicate with our board of directors, a committee of our board of directors, or an individual director should submit their written comments to our corporate secretary at Oncternal Therapeutics, Inc., Attn: Corporate Secretary, 12230 El Camino Real, Suite 230, San Diego, California 92130. The corporate secretary will forward such communications to each member of our board of directors, the applicable committee or to the applicable director(s). Items that are unrelated to the duties and responsibilities of our board of directors will be excluded. In addition, material that is illegal, inappropriate or similarly unsuitable will be excluded. Any letter that is filtered out under these standards, however, will be made available to any director upon request.
Code of Conduct and Ethics; Corporate Governance
We have a written Code of Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the code in the “Corporate Governance” section of the “Investors” page of our website located at oncternal.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code.
Board Diversity
The table below provides certain information regarding the composition of our board of directors in the categories identified by Nasdaq Rule 5605. As shown below, we are in compliance with the diversity requirements of Nasdaq Rule 5605.
Board Diversity Matrix (as of April 22, 2024) | ||
Board Size | ||
Total Number of Directors | 10 | |
| Female | Male |
Part I: Gender Identity |
|
|
Directors | 3 | 7 |
Part II: Demographic Background |
|
|
Asian | 1 | 0 |
White | 2 | 7 |
Director Compensation
We compensate non-employee members of our board of directors. Directors who are also employees do not receive cash or equity compensation for service on our board of directors in addition to compensation payable for their service as our employees.
Our non-employee director compensation policy provides for annual retainer fees and long-term equity awards for our non-employee directors. Each non-employee director receives an annual retainer of $40,000. We also paid an additional annual retainer of $35,000 to the chairperson of our board of directors, $15,000 to the chairperson of our audit committee, $10,000 to the chairperson of
15
our compensation committee, and $8,000 to the chairperson of our nominating & corporate governance committee. We also pay an additional $7,500 per year to members of our audit committee (other than the chair), an additional $5,000 per year to members of our compensation committee (other than the chair), an additional $4,000 per year to members of our nominating & corporate governance committee (other than the chair), and an additional $8,000 per year to members of the Science and Development Committee. Any non-employee director first elected to our board of directors is granted an option to purchase 2,500 shares of our common stock on the date of the director’s initial election to our board of directors. In addition, on the date of the 2023 annual meeting of our stockholders, each non-employee director received an option to purchase 1,250 shares of common stock, except Mr. Hale, who received an option to purchase 1,875 shares of common stock. Beginning on the date of the 2024 annual meeting of our stockholders, each non-employee director will receive an option to purchase 2,200 shares of common stock, except Mr. Hale, who will receive an option to purchase 3,300 shares of common stock.
The initial options granted to non-employee directors vest over three years in 36 equal monthly installments, subject to the director’s continuing service on our board of directors on those dates. The annual options granted to non-employee directors described above vest over one year in 12 equal monthly installments, subject to the director’s continuing service on our board of directors on those dates. In addition, the options granted to our non-employee directors vest upon a change in control or upon a termination of service by reason of death or disability. Each option granted to a non-employee director has a 10-year term and remains exercisable for a period of 36 months following a director’s termination of service, or such longer period as our board of directors may determine in its discretion on or after the date of grant of such stock options (but in no event later than the original outside expiration date of such option). These options are granted under our 2019 Incentive Award Plan (the “2019 Plan”). All options have an exercise price per share equal to the fair market value of our common stock on the date of grant.
We have reimbursed and will continue to reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and committees of our board of directors.
2023 Director Compensation Table
The following table summarizes compensation earned by our non-employee directors during the year ended December 31, 2023. Dr. Breitmeyer is not included in the following table as he served as an executive officer during 2023 and his compensation is included in the Summary Compensation Table in the “Executive Compensation and Other Information” section below.
Name |
| Fees Earned |
|
|
| Option |
|
| Total |
| |||
Michael G. Carter, M.B., Ch.B., F.R.C.P. |
|
| 52,808 |
|
|
|
| 6,995 |
|
|
| 59,803 |
|
Jill DeSimone |
|
| 46,787 |
|
|
|
| 48,015 |
|
|
| 94,802 |
|
David F. Hale |
|
| 93,322 |
|
|
|
| 10,493 |
|
|
| 103,815 |
|
Daniel L. Kisner, M.D. |
|
| 60,500 |
|
|
|
| 6,995 |
|
|
| 67,495 |
|
William R. LaRue |
|
| 60,000 |
|
|
|
| 6,995 |
|
|
| 66,995 |
|
Rosemary Mazanet, M.D. Ph.D. |
|
| 54,329 |
|
|
|
| 6,995 |
|
|
| 61,324 |
|
Xin Nakanishi, Ph.D. |
|
| 48,000 |
|
|
|
| 6,995 |
|
|
| 54,995 |
|
Charles P. Theuer, M.D., Ph.D. |
|
| 52,000 |
|
|
|
| 6,995 |
|
|
| 58,995 |
|
Robert J. Wills, Ph.D. |
|
| 48,000 |
|
|
|
| 6,995 |
|
|
| 54,995 |
|
(1) | The amounts are valued based on the aggregate grant date fair value of the option awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 7 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024, for a discussion of the relevant assumptions used in determining the grant date fair value pursuant to FASB ASC Topic 718. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by exercising stock options). Whether, and to what extent, a non-employee director realizes a financial benefit from the awards will depend on our actual operating performance, stock price fluctuations and the non-employee director’s continued service on our board of directors. |
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As of December 31, 2023, the current and former non-employee directors listed in the table above held the following number of outstanding equity awards:
Name | Stock | |||
Michael G. Carter, | 6,000 | |||
Jill DeSimone | 4,250 | |||
David F. Hale | 8,750 | |||
Daniel L. Kisner, M.D. | 6,000 | |||
William R. LaRue | 6,000 | |||
Rosemary Mazanet, M.D. Ph.D. | 6,250 | |||
Xin Nakanishi, Ph.D. | 6,000 | |||
Charles P. Theuer, M.D., Ph.D. | 6,000 | |||
Robert J. Wills, Ph.D. | 6,000 |
Vote Required; Recommendation of the Board of Directors
If a quorum is present and voting at the Annual Meeting, the two nominees receiving the highest number of votes will be elected to our board of directors. Votes withheld from any nominee and broker non-votes will be counted only for purposes of determining a quorum. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.
OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF JILL DESIMONE AND ROBERT J. WILLS, PH.D. PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE ON YOUR PROXY CARD.
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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENTSELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit CommitteeOur audit committee has selected Ernst & Young LLPBDO USA, P.C. as GTx'sour independent registered public accounting firm for the fiscal year ending December 31, 2018,2024 and the Board of Directors has further directed that management submit the appointmentselection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLPBDO USA, P.C. has audited GTx's financial statementsserved as our independent registered public accounting firm since 1998. A representativethe completion of Ernst & Young LLP isthe Merger. Representatives of BDO USA, P.C. are expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or shethey so desiresdesire, and will be available to answer anyrespond to appropriate questions.
Stockholder ratification of the appointmentselection of Ernst & Young LLPBDO USA, P.C. as GTx'sour independent registered public accounting firm is not required by GTx's bylawsDelaware law, our Restated Certificate of Incorporation, or other governing documents.our amended and restated bylaws. However, the Boardour audit committee is submitting the appointmentselection of Ernst & Young LLPBDO USA, P.C. to the stockholders for ratification as a matter of good corporate governance. The Audit Committee is not bound by a vote either for or againstpractice. If our stockholders fail to ratify the proposal. The Audit Committeeselection, our audit committee will consider a vote against Ernst & Young LLP byreconsider whether to retain the stockholders in selecting our independent registered public accounting firm in the future.firm. Even if the stockholders do ratify the appointment, the Audit Committeeselection is ratified, our audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it believesour audit committee determines that such a change would be in the best interests of GTxus and our stockholders.
Stockholder approval of this Proposal No. 2 requires a "FOR" vote from at least a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal.
On behalf of the Audit Committee, the Board of Directors unanimouslyrecommends a vote "FOR" Proposal No. 2.
Independent Registered Public Accounting Firm'sFirm’s Fees
Services Rendered to the Company by BDO USA, P.C.
The following table showsrepresents aggregate fees billed to us for services rendered to us related to the fees paid or accruedfiscal years ended December 31, 2023 and 2022, by GTx for audit and other services provided by Ernst & Young LLP, GTx'sBDO USA, P.C., our independent registered public accounting firm, for the years ended December 31, 2016 and 2017.
Year | Audit Fees(1) | Audit-Related Fees(2) | Tax Fees(3) | All Other Fees | Total Fees | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2016 | $ | 397,241 | — | $ | 31,704 | — | $ | 428,945 | ||||||||
2017 | $ | 345,453 | — | $ | 50,750 | — | $ | 396,203 |
Table of Contentsfirm.
| Year Ended December 31, |
| |||||||
| 2023 |
|
|
| 2022 |
| |||
Audit Fees (1) |
| $ | 347,488 |
|
|
| $ | 436,304 |
|
Audit Related Fees |
|
| — |
|
|
|
| — |
|
Tax Fees |
|
| — |
|
|
|
| — |
|
All Other Fees |
|
| — |
|
|
|
| — |
|
|
|
|
|
|
|
|
| ||
Total |
| $ | 347,488 |
|
|
| $ | 436,304 |
|
(1) | Audit Fees consist of fees billed for professional services performed by BDO USA, P.C. for the audit of our annual financial statements, reviews of our financial statements included in our quarterly reports on Form 10-Q and annual report on Form 10-K, services in connection with securities offerings, review of our registration statements on Form S-3 and S-8 and related services that are normally provided in connection with statutory and regulatory filings or engagements. |
Pre-Approval Policies and Procedures
Applicable SEC rules require the Audit Committee to pre-approveOur audit committee has established a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm. Since March 18, 2004,firm will be pre-approved by our Audit Committee hasaudit committee chairman or our audit committee, and all such services were pre-approved all newin accordance with this policy during the fiscal years ended December 31, 2023 and 2022. These services provided by Ernst & Young LLP.
may include audit services, audit-related services, tax services and other services. The Audit Committee pre-approves all audit committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our auditors. Pre-approval is detailed as to the particular service or category of services and non-audit servicesis generally subject to be performed for GTx by itsa specific budget. Our independent registered public accounting firm. The Audit Committee does not delegate the Audit Committee's responsibilities under the Exchange Act to GTx's management. The Audit Committee has delegated to the Chair of the Audit Committee the authority to grant pre-approvals of audit services of up to $20,000; provided that any such pre-approvalsfirm and management are required to be presentedperiodically report to our audit committee regarding the full Audit Committee at its next scheduled meeting. The Audit Committee has determined thatextent of services provided by the rendering ofindependent registered public accounting firm in accordance with this pre-approval, and the fees for the services other thanperformed to date. The audit committee has considered whether the provision of non-audit services by Ernst & Young LLP is compatible with maintaining Ernst & Young's independence.the independence of BDO USA, P.C., and has concluded that the provision of such services is compatible with maintaining the independence of our auditors.
EQUITY COMPENSATION PLAN INFORMATION
18
The following table provides certain information with respect to all of GTx's equity compensation plans in effect as of December 31, 2017:
Name | 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) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Plan Category | ||||||||||
Equity compensation plans approved by security holders | 2,280,996 | (1) | $ | 11.53 | (3) | 643,792 | (2) | |||
Equity compensation plans not approved by security holders | 86,379 | (4) | — | (4) | 23,872 | (5) | ||||
Total | 2,367,375 | $ | 11.53 | (3) | 667,664 |
Vote Required; Recommendation of the 2013 Plan and 2013 Directors' Plan, no further awards may be made under the 2001 Plan, 2002 Plan, 2004 Plan and the Prior Directors' Plan. Stock options previously granted under the 2001 Plan, 2002 Plan, 2004 Plan and the Prior Directors' Plan continue to be governed by the termsBoard of Directors
The affirmative vote of a majority of the applicable plan.
OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE TO RATIFY THE SELECTION OF BDO USA, P.C. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS.
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PROPOSAL 3:
APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote at the annual meeting to provide advisory approval of the compensation of our named executive officers as of December 31, 2017 under our Directors' Deferred Compensation Plan. There is no exercise price for these shares.
Although the vote is non-binding, our compensation committee and board of directors value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions. As described more fully in the “Executive Compensation Plan. Effective March 15, 2018,and Other Information” section of this proxy statement, our executive compensation program is designed to attract, retain and motivate individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create stockholder value. We urge stockholders to read the “Executive Compensation and Other Information” section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. The compensation committee and the board of directors believe that our executive compensation program fulfills these goals and is reasonable, competitive and aligned with our performance and the performance of our executives.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we reservedask that our stockholders vote “FOR” the following resolution:
“RESOLVED, that Oncternal Therapeutics, Inc. stockholders approve, on an additional 50,000 sharesadvisory basis, the compensation of GTxthe named executive officers, as disclosed in Oncternal Therapeutics, Inc.’s Proxy Statement for issuance pursuant to our Directors' Deferred Compensation Plan. the 2024 Annual Meeting.”
Vote Required; Recommendation of the Board of Directors
The numberaffirmative vote of shares that may become issuable under our Directors' Deferred Compensation Plan depends solely on future elections made by plan participants. Asa majority of December 31, 2017, 14,749the shares of common stock had been distributedpresent in person or represented by proxy and entitled to participantsvote at the annual meeting on the proposal will be required to approve the advisory vote regarding the compensation of the named executive officers. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as negative votes. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in our Directors' Deferred Compensation Plan, and 86,379 shares were then credited to individual director stock accounts under our Directors' Deferred Compensation Plan.
OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.
20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 1, 2018 (except as noted) regardingabout the beneficial ownership of our common stock by:
The number of shares owned and percentage ownership in the following table is based on 21,821,778 shares of common stock outstanding on March 1, 2018. Except
• | each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our common stock; | ||
• | each of our named executive officers; | ||
• | each of our directors; and | ||
• | all of our executive officers and directors as a group. |
Unless otherwise indicatednoted below, the address of each officer and directorbeneficial owner listed belowon the table is c/o GTx,Oncternal Therapeutics, Inc., 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103.
12230 El Camino Real, Suite 230, San Diego, California 92130. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, these rules require that we include shares of common stock issuable pursuant to the exercise of stock options and warrants that are either immediately exercisable or exercisable within 60 days of March 1, 2018,Except as well shares of common stock issuable upon the vesting of outstanding restricted stock units within 60 days of March 1, 2018. We have also included shares credited to individual non-employee director stock accounts under our Directors' Deferred Compensation Plan as of March 1, 2018. Amounts credited to individual non-employee director stock accounts under our Directors' Deferred Compensation Plan are payable solely in shares of GTx common stock, but such shares do not have current voting or investment power. Shares issuable pursuant to our Directors' Deferred Compensation Plan or the vesting of restricted stock units, as well as shares issuable pursuant to the exercise of stock options and warrants that are either immediately exercisable or exercisable within 60 days of March 1, 2018, are deemed to be outstanding and beneficially ownedindicated by the person to whom such shares are issuable for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless
otherwise indicated,footnotes below, we believe, based on the information furnished to us by the stockholders, that each person or group named in the persons or entities identified in this table below have sole voting and investment power with respect to all shares shown asof common stock that they beneficially ownedown, subject to applicable community property laws.
For each person and group included in the table, percentage ownership is calculated by them.
| Beneficial Ownership | ||||||
---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner | Number of Shares | Percent of Total | |||||
5% Stockholders: | |||||||
The Pyramid Peak Foundation | 7,183,900 | (1) | 29.2 | % | |||
Entities Affiliated with BVF Partners L.P. | 2,218,514 | (2) | 9.7 | % | |||
Jack W. Schuler | 1,378,014 | (3) | 6.3 | % | |||
Aisling Capital IV, LP | 1,356,697 | (4) | 6.1 | % | |||
Amzak Health Investors, LLC | 1,356,697 | (5) | 6.1 | % | |||
Boxer Capital, LLC | 1,310,000 | (6) | 6.0 | % | |||
Named Executive Officers and Directors: | |||||||
Marc S. Hanover | 268,109 | (7) | 1.2 | % | |||
Robert J. Wills, Ph.D. | 132,344 | (8) | * | ||||
Henry P. Doggrell | 102,127 | (9) | * | ||||
Michael G. Carter, M.D., Ch.B., F.R.C.P. | 21,766 | (10) | * | ||||
J. Kenneth Glass | 43,015 | (11) | * | ||||
J. R. Hyde, III | 9,399,125 | (12) | 38.5 | % | |||
Garry A. Neil, M.D. | 15,701 | (13) | * | ||||
Kenneth S. Robinson, M.D., M.Div. | 51,892 | (14) | * | ||||
All Directors and Executive Officers as a group (10 persons) | 10,108,703 | (15) | 40.9 | % |
2,959,645 shares of common stock beneficially owned by Partners. Mr. Lampert, as a directoroutstanding on April 22, 2024, and officer of BVF Inc., may be deemed to beneficially own the shares of common stock beneficially owned by BVF Inc. Partners OS disclaims beneficial ownership of the shares of common stock beneficially owned by Trading Fund OS. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of common stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts. The Schedule 13G/A filed by the reporting persons provides information only as of December 31, 2017, and, consequently, the beneficial ownership of the reporting persons may have changed between such date and March 1, 2018. In addition, on March 13, 2018, the BVF Warrants were exercised in full. See "Related Party Transactions and Indemnification—Certain Transactions With or Involving Related Persons" below for more information on the exercise of the BVF Warrants.
| Number of Shares |
| ||||||
Name of Beneficial Owner |
| Number |
|
| Percentage |
| ||
5% or Greater Stockholders: |
|
|
|
|
|
| ||
Entities affiliated with Shanghai Pharmaceuticals Holding Co., Ltd. (1) |
|
| 203,453 |
|
|
| 6.8 | % |
Named Executive Officers and Directors |
|
|
|
|
|
| ||
James B. Breitmeyer, M.D., Ph.D. (2) |
|
| 130,132 |
|
|
| 4.3 | % |
Michael G. Carter, M.B., Ch.B., F.R.C.P. (3) |
|
| 9,492 |
|
| * |
| |
Jill DeSimone (4) |
|
| 2,804 |
|
| * |
| |
David F. Hale (5) |
|
| 40,332 |
|
|
| 1.4 | % |
Daniel L. Kisner, M.D. (6) |
|
| 6,645 |
|
| * |
| |
William R. LaRue (7) |
|
| 7,203 |
|
| * |
| |
Rosemary Mazanet, M.D., Ph.D. (8) |
|
| 6,150 |
|
| * |
| |
Xin Nakanishi, Ph.D. (9) |
|
| 5,895 |
|
| * |
| |
Charles Theuer, M.D., Ph.D. (10) |
|
| 6,628 |
|
| * |
| |
Richard G. Vincent (11) |
|
| 36,450 |
|
|
| 1.2 | % |
Robert J. Wills, Ph.D. (12) |
|
| 15,895 |
|
| * |
| |
Salim Yazji, M.D. (13) |
|
| 34,562 |
|
|
| 1.2 | % |
All current directors and executive officers as a group (14 persons) (14) |
|
| 360,003 |
|
|
| 11.2 | % |
* Indicates beneficial ownership of less than 1% of total outstanding common stock.
21
exercise of options held by Mr. Doggrell,
Executive Officers
The names of our executive officers, their ages, their positions and other biographical information as of April 22, 2024, are set forth below. Executive officers are elected by our board of directors to hold office until their successors are elected and qualified. There are no family relationships among our directors or executive officers.
Name | Age | Position(s) | ||
James B. Breitmeyer, M.D., Ph.D. | 70 | Chief Executive Officer, President and Director | ||
Salim Yazji, M.D. | 55 | Chief Medical Officer | ||
Richard G. Vincent | 61 | Chief Financial Officer and Treasurer | ||
Rajesh Krishnan, Ph.D. | 51 | Chief Technical and Scientific Officer | ||
Chase C. Leavitt | 42 | General Counsel and Secretary |
The biography of James B. Breitmeyer, M.D., Ph.D. can be found above under the heading, “Class III Directors continuing in Office until the 2025 Annual Meeting of Stockholders.”
Salim Yazji, M.D. has served as our Chief Medical Officer since May 2021. Dr. Yazji founded Elpida Therapeutics in January 2019 and co-founded Ajuta Therapeutics in October 2019, where he served as Chief Executive Officer until February 2021. He has also served on the Board of Directors of Versatope Therapeutics since April 2019 until April 2023. From March 2018 to January 2019, he served as Chief Medical Officer of PMV Pharma, and from November 2016 to February 2018, he served as Executive Vice President and Chief Medical Officer of Calimmune, which was acquired by CSL Behring in August 2017. Prior to that, Dr. Yazji
22
served as Vice President & Global Head of Oncology at Baxter International from 2013 to 2015 and its spinoff Baxalta from 2015 until it was acquired by Shire Plc in July 2016. From 2009 to 2013, he held global positions of increasing responsibility within Novartis where he led multiple oncology registrational clinical trials, most recently as Senior Global Clinical Leader. Prior to 2009, he held positions with Exelixis, PDL BioPharma, and Johnson & Johnson. Dr. Yazji obtained his MD from the Pavlov School of Medicine, University of St. Petersburg, St. Petersburg, Russia, and completed his postgraduate training at the University of Texas M.D. Anderson Cancer Center, Park Plaza Hospital, Houston and the Almozov Hospital, St. Petersburg, Russia.
Richard G. Vincent has served as our Chief Financial Officer and Treasurer since the completion of the Merger in June 2019, and previously served as Private Oncternal’s Chief Financial Officer, Treasurer and Secretary since April 2017. From 2012 to August 2019, Mr. Vincent worked as an independent Chief Financial Officer, and he served as Chief Financial Officer and Secretary of Sorrento Therapeutics from January 2011 through February 2015. From 2008 to January 2011, Mr. Vincent served as an independent Chief Financial Officer to several pharmaceutical, biotech and medical device companies, including Avalyn Pharma (co-founder), Meritage Pharma, and Elevation Pharmaceuticals. Mr. Vincent served as Chief Financial Officer for Verus Pharmaceuticals from 2004 to 2008, and Women First Healthcare from 2003 to 2005. Mr. Vincent’s areas of responsibility have spanned all areas of finance, treasury, investor and public relations, human resources, information technology, facilities and project management. From 1987 to 1995, Mr. Vincent held a number of positions with Deloitte & Touche LLP, the last of which 23,900 shares were issuable upon the exercise of optionswas senior manager, where he specialized in emerging growth and the vesting of restricted stock units held by these executive officers. For purposes of determining the number of shares beneficially owned by directorspublicly-reporting companies. Mr. Vincent became a Certified Public Accountant in California in 1989 and executive officers asholds a group, any shares beneficially owned by more than one director or executive officer are counted only once.
Table of ContentsB.S. degree in business with an emphasis in accounting from San Diego State University.
Rajesh Krishnan, Ph.D. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
has served as our Chief Technical Officer since January 2021 and our Chief Scientific Officer since February 2023. Dr. Krishnan previously served as our Senior Vice President, CMC and Manufacturing, from August 2019 to January 2021. Dr. Krishnan has over 24 years of experience across CMC, technology transfer, and manufacturing sciences for U.S. and international manufacturing sites, involving both internal and partnered programs. From January 2018 until August 2019, he served as Vice President, Process Development and Manufacturing Sciences at Dynavax Technologies Corporation, where he led manufacturing, drug process development, process validation, analytical sciences and technology transfer efforts for commercial and clinical development programs, including the commercial Heplisav B product. From 2012 through 2017, Dr. Krishnan served in several positions at Gilead Sciences, Inc., most recently as Director of Biologics Drug Substance Process Development, leading upstream and downstream process development for multiple clinical biologics programs. From 2000 to 2012, he served in positions of increasing responsibility at Merck & Co., Inc., Amgen Inc. and Pfizer, with a consistent leadership role across process development, technology transfer and CMC for clinical and commercial biologics programs. Dr. Krishnan holds a B.S.E. degree in chemical engineering from Princeton University, a M.S. degree in chemical engineering from the University of California, Davis, and a Ph.D. degree in Biochemical Engineering from the University of California, Davis.
Section 16(a)Chase C. Leavitt has served as our General Counsel and Secretary since April 2021. Mr. Leavitt previously served as General Counsel and Corporate Secretary of Lineage Cell Therapeutics, Inc., a publicly traded biotechnology company, from May 2019 to April 2021 where he focused on public company compliance and governance, business development transactions, financing activities, and litigation, and managed all other legal needs of the company. From June 2018 to May 2019, Mr. Leavitt served as Vice President of Legal Affairs of Tang Capital Management, LLC, a life sciences-focused investment company, and its affiliate Odonate Therapeutics, Inc., which was then a clinical stage publicly traded pharmaceutical company. From 2014 to 2018, Mr. Leavitt held positions of increasing responsibility at Switch, Inc., a technology company, most recently as Deputy General Counsel through the company’s initial public offering. From 2007 to 2014, Mr. Leavitt was a corporate attorney at Latham & Watkins LLP, where his practice focused on public company representation, mergers and acquisitions and capital markets transactions. Mr. Leavitt received a B.S. degree in business administration and a J.D. from the University of Southern California and is admitted to practice law in the States of California and Washington.
23
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Overview
We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act requiresand the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive compensation program, our compensation committee is committed to providing the information necessary to help our stockholders understand our executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe our executive compensation practices.
Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. Our compensation committee is authorized to retain the beneficial ownersservices of greater than 10%one or more executive compensation advisors, as it sees fit, in connection with the establishment of our common stockcompensation programs and related policies. For 2023, our compensation committee retained Anderson Pay Advisors, LLC (“Anderson”) to file initial reportsprovide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. Anderson assisted in developing a group of ownership and reportspeer companies to help us determine the appropriate level of changes in ownership with the SEC. Executive officers and directors are required by SEC regulations to furnish us with copies of these reports.
To our knowledge, based solely on a review of the copies of these reports furnished to us and any written representations from such executive officers, directors and stockholders with respect to the period from January 1, 2017 through December 31, 2017, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.
Copies of filings made byoverall compensation for our executive officers, directorsas well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and stockholders under Section 16(a) of the Exchange Act can be found at our corporate website atwww.gtxinc.com under "Investors" at "SEC Filings."
Summary Compensation Table
The following table sets forth certain summary information for the year indicated with respect tosummarizes the compensation that was awarded to, earned by or paid during 2023 and 2022 to: (1) the individual serving as our Chief Executive Officerprincipal executive officer during 2023; and (2) our two most highly compensated executive officers, other than our Chief Executive Officerthe principal executive officer, who were serving as executive officers as of December 31, 2017.2023. We refer to these individuals in this proxy statementofficers as our "namednamed executive officers."officers or NEOs.
SUMMARY COMPENSATION TABLE—FISCAL 2017 AND 2016
Name and Principal Position(s) |
| Year |
| Salary ($)(1) |
|
| Stock |
|
| Option |
|
| Non-Equity |
|
| All Other |
|
| Total ($) |
| ||||||
James B. Breitmeyer, M.D., Ph.D. |
| 2023 |
|
| 609,386 |
|
|
| — |
|
|
| 741,719 |
|
|
| 258,769 |
|
|
| 13,200 |
|
|
| 1,623,074 |
|
President & Chief Executive |
| 2022 |
|
| 579,873 |
|
|
| 505,444 |
|
|
| 1,087,788 |
|
|
| 260,943 |
|
|
| 12,200 |
|
|
| 2,446,248 |
|
Salim Yazji, M.D. |
| 2023 |
|
| 471,310 |
|
|
| — |
|
|
| 255,167 |
|
|
| 164,016 |
|
|
| 13,200 |
|
|
| 903,693 |
|
Chief Medical Officer |
| 2022 |
|
| 448,866 |
|
|
| 224,643 |
|
|
| 188,617 |
|
|
| 159,797 |
|
|
| 12,200 |
|
|
| 1,034,123 |
|
Richard G. Vincent |
| 2023 |
|
| 436,126 |
|
|
| — |
|
|
| 245,066 |
|
|
| 153,517 |
|
|
| 13,200 |
|
|
| 847,909 |
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Marc S. Hanover | 2017 | 432,649 | 28,122 | 346,988 | 154,672 | 21,586 | 984,017 | |||||||||||||||||||||||||||||||
| Chief Executive Officer | 2016 | 432,649 | 28,122 | 220,960 | 140,611 | 19,392 | 841,734 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert J. Wills | 2017 | 220,000 | 14,300 | 346,988 | 78,650 | 31,268 | 691,206 | |||||||||||||||||||||||||||||||
| Executive Chairman | 2016 | 220,000 | 14,300 | 220,960 | 71,500 | 29,459 | 556,219 | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Henry P. Doggrell | 2017 | 378,119 | 13,234 | 292,200 | 72,788 | 21,996 | 778,337 | |||||||||||||||||||||||||||||||
| Vice President, Chief Legal | 2016 | 378,119 | 13,234 | 138,100 | 66,171 | 21,796 | 617,420 | |||||||||||||||||||||||||||||||
| Officer and Secretary | ||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Year | Commuting Expenses Paid ($) | Tax Gross-Up Payment ($) | |||||||||||
| | | | | | | | | | | | | | |
| 2017 | 11,820 | 8,648 | |||||||||||
| | | | | | | | | | | | | | |
| 2016 | 10,932 | 7,998 | |||||||||||
| | | | | | | | | | | | | | |
Narrative Disclosure to Summary Compensation Table
Base Salary
Our Compensation Committee recognizes the importance of base salary as an element of compensation that helps to attract and retain our executive officers. We provide base salary as a fixed source of income for our executives for the services they provide to us during the year, and allow us to maintain a stable executive team.
In determining base salaries for fiscal year 2016, the Compensation Committee received and reviewed compensation data provided by Equilar, Inc., an independent executive compensation survey database, on cash compensation and equity awards made by our peers to their respective executive officers, and members of the Compensation Committee noted that no executive officer of the company had received any adjustments in base salary since early 2013 (with the exception of Jason Shackelford, our Vice President of Finance and Accounting, whose salary was increased in May 2014 when he assumed the additional duties of principal financial officer and principal accounting officer). The Compensation Committee also recognized that Mr. Hanover's base salary was actually reduced by 20% in the fall of 2013 following our receipt of disappointing enobosarm Phase 3 clinical trial results in August of that year, and he had received no adjustment in salary since then, including upon his appointment by the Board as our permanent Chief Executive Officer. The Compensation Committee discussed the importance of retaining employees as GTx undertakes and executes upon its clinical development strategies. Finally, the Compensation Committee acknowledged the outstanding job Dr. Wills was doing in the short time he had been with the company at the time, including prioritizing the development of our core assets and determining those other assets which should be potentially monetized.
Messrs. Hanover and Doggrell, with input from Dr. Wills, recommended to the Compensation Committee that, for the most part, the base salaries of our executive officers and other employees should be increased, on average, approximately 3.5% from their existing base salaries, effective January 1, 2016. Since Mr. Hanover's salary had been reduced 20% in 2013 and he was subsequently elevated by the Board to Chief Executive Officer of the company, the Compensation Committee approved a 10% increase in salary for him, as well as for Dr. Wills, as the Compensation Committee believed that his performance to date warranted the same 10% increase. As a result of the decisions of the Compensation Committee in November 2015, the base salaries of our executive officers were increased, effective January 1, 2016, to the following:
| ||||
| ||||
|
For 2017, the Compensation Committee determined to maintain existing executive base salary levels at the beginning of 2017 at the same levels that existed in 2016. The Compensation Committee decided to tie the potential for additional compensation directly to the attainment of certain milestones during 2017, which milestones the Compensation Committee believed were critical to increasing stockholder value, while at the same time preserving needed capital to continue to fund our ongoing operational and development expenses. With this in mind, the Compensation Committee approved the
performance criteria for 2017 under our Executive Bonus Compensation Plan, or the Bonus Plan, that were tied to the attainment of these milestones, as described in detail below.
In determining base salaries for 2018, the Compensation Committee took into account that there had been no salary increases since 2016 other than in connection with certain employee promotions. After considering GTx's capital position and the achievement of certain operational milestones during 2017, in November 2017, the Compensation Committee determined that the base salaries of our executive officers and other employees should be increased approximately 3% from their existing base salaries, effective January 1, 2018.
Annual Bonus Plan
General. Our Compensation Committee first established our Bonus Plan in 2007 as a means of rewarding executive officers for their role in achieving specified annual or short-term performance goals. The potential for payments under the Bonus Plan for any fiscal year is generally based on the attainment of pre-established, objective performance goals approved by the Compensation Committee at the beginning of the year. Each year, unless cash bonus award eligibility under the Bonus Plan is suspended or eliminated for the relevant year, the Compensation Committee approves the objective performance goals and specific criteria, including the weight attributable to each objective, and, if applicable, any weighting for specific categories of performance objectives, for each executive officer. The Compensation Committee (as it did for bonus eligibility under the Bonus Plan for 2016 and 2017) may include a subjective, discretionary bonus payment opportunity based on the Compensation Committee's assessment of the executive officer's personal performance. Historically, the Compensation Committee solicits and considers the recommendations of our senior management officers in making these determinations.
The objective criteria for the Bonus Plan can vary each year and may include the achievement of the operating budget for GTx, personnel-related objectives, continued innovation in development and progress towards the clinical development of our product candidates, timely development of new product candidates or processes, implementation of financing strategies, including licensing and/or asset dispositions that raise near-term capital for GTx and provide opportunities for increased stockholder value, the establishment of strategic alliances, partnerships or collaborations with third parties, and meeting preclinical, clinical, or regulatory objectives.
Although the Compensation Committee typically approves the performance goals and specific criteria prior to the start of or early in the applicable calendar year, it retains the discretion to modify or otherwise change the objectives during the applicable calendar year. In addition, under the Bonus Plan, the Compensation Committee has the discretion to make additional bonus awards, apart from those related to the achievement of specified performance objectives.
The Compensation Committee may suspend bonus eligibility under the Bonus Plan, which was the case in the fall of 2013 when we suspended cash bonus award eligibility under our Bonus Plan following the disappointing results from our Phase 3 clinical trials of enobosarm 3 mg to treat cancer wasting in non-small cell lung cancer patients. The Compensation Committee also may determine that circumstances are such that there should be no cash bonus award eligibility at all under the Bonus Plan for a particular calendar year, as was the case in 2015 when the Compensation Committee decided that company cash should be preserved and equity awards should be utilized to retain employees and incentivize them to increase stockholder value.
Bonus Plan for 2016. In November 2015, the Compensation Committee identified the performance criteria to be achieved in order for an executive officer to be eligible to receive cash bonus awards under the Bonus Plan for the performance period from January 1, 2016 through
December 31, 2016. As approved, an executive officer could have received (i) up to 100% of such executive officer's target bonus as a result of completing enrollment in stage 1 of each our two ongoing enobosarm Phase 2 advanced breast cancer studies within designated time periods and receiving positive data from the trials sufficient for our Board of Directors to determine to move forward with the continued development of enobosarm for the specific indication being evaluated in each clinical trial (i.e., up to 50% of target bonus for each clinical trial); (ii) up to 25% of such executive officer's target bonus as a result of completing enrollment in our Phase 2 proof-of-concept clinical trial of enobosarm to treat postmenopausal women with stress urinary incontinence, or SUI, within a designated time period and receiving positive data from the trial sufficient for our Board of Directors to determine to move forward with the continued development of enobosarm in SUI; and (iii) up to 30% of such executive officer's target bonus if GTx had entered into license or collaboration agreements during 2016 providing at least a threshold amount of cash to GTx from the transaction. Additionally, an executive officer was eligible for a bonus award of up to 10% of his or her target bonus based on the Compensation Committee's assessment of the executive officer's personal performance. Accordingly, an executive officer's actual total bonus award could have been awarded at a level above target. Consistent with its past practice for approving potential bonus targets for the company's two most senior officers and its other executive officers, the Compensation Committee established target bonus payments for Mr. Hanover and Dr. Wills at an amount equal to 65% of their base salaries, while Mr. Doggrell's target bonus payment was set at 35% of his base salary. Bonus payments were to be paid upon the achievement of the applicable performance criteria.
Fiscal Year 2016 Payouts. A bonus payment equal to 10% of each named executive officer's target bonus payment was paid in June 2016 following completion of enrollment in stage 1 of our Phase 2 clinical trial of enobosarm to treat estrogen receptor positive (ER+), androgen receptor positive (AR+) breast cancer, and another bonus payment equal to 40% of each named executive officer's target bonus payment was paid in September 2016 following our receipt of positive data from stage 1 of the ER+/AR+ clinical trial that the Board believed was sufficient to warrant proceeding to the second stage of the clinical trial. No other bonus payments tied to the objective performance criteria for 2016 were earned by the named executive officers, although the Compensation Committee approved discretionary bonus payments in December 2016 to our named executive officers equal to 10% of their respective target bonus. Below is a summary of each named executive officer's target bonus and actual bonus (including discretionary bonus) for 2016 under the Bonus Plan:
Fiscal Year 2016 Bonus Plan Results | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | Total Target Award ($) | Target Percentage (% of Base Salary) | Total Amount Actually Awarded ($) | |||||||
Marc S. Hanover | 281,222 | 65 | 168,733 | |||||||
Robert J. Wills, Ph.D. | 143,000 | 65 | 85,800 | |||||||
Henry P. Doggrell | 132,342 | 35 | 79,405 |
Bonus Plan for 2017. In December 2016, our Compensation Committee approved the performance criteria to be achieved in order for our executive officers to be eligible to receive cash bonus awards under the Bonus Plan for the performance period from January 1, 2017 through December 31, 2017. Following additional discussion with management, the Compensation Committee amended the performance criteria at its meeting in February 2017 to better define the elements to be attained within designated time periods in order to be eligible for awards related to certain of our clinical trials. For 2017, an executive officer could receive: (i) 15% of such executive officer's target bonus as a result of the achievementrepricing of certain clinical goals related to our ongoing Phase 2 clinical trial of enobosarm to treat ER+/AR+ breast cancer within a designated time period; (ii) up to 40% of suchstock options held by the executive officer's target bonus as a resultofficers. The incremental fair value of the achievement of certain clinical goals related to GTx's evaluation of selective androgen receptor modulators, or SARMs, for the treatment of SUI
within designated time periods; (iii) 30% of such executive officer's target bonus relatedrepriced options compared to the filing and acceptance of regulatory applications within a designated time period necessary to commencing human clinical studies of GTx's licensed selective androgen receptor degrader, or SARD, technology; and (iv) up to 25% of such executive officer's target bonus related to certain strategic transaction goals related to our SARD and SARM programs. However, in the event that a strategic transaction resulted in the cancelation or modification of any of the milestone events set forth above prior to their anticipated occurrence, any such milestone events that had been canceled or modified would be deemed to have been fulfilled and the commensurate bonus payment or payments associated with such milestone events would become payable. Additionally, executive officers were eligible for a bonus award of up to 10% of his or her target bonus based on the Compensation Committee's assessment of the executive officer's personal performance. Accordingly, an executive officer's actual total bonus award could be awarded at a level above target. As in 2016, the potential bonus payments under the Bonus Plan for 2017 were 65% of base salary for Mr. Hanover and Dr. Wills and 35% of base salary for the other executive officers of the company. Also as in 2016, actual cash bonus awards under the Bonus Plan for 2017 generally were paid upon the achievement of the applicable performance criteria.
Fiscal Year 2017 Payouts. A bonus payment equal to 15% of each named executive officer's target bonus payment was paid in September 2017 following the achievement of certain clinical goals related to our ongoing Phase 2 clinical trial of enobosarm to treat ER+/AR+ breast cancer within a designated time period, and a bonus payment equal to 40% of each named executive officer's target bonus payment was paid in September 2017 as a result of the achievement of certain clinical goals related to GTx's evaluation of SARMs for the treatment of SUI within designated time periods. No other bonus payments tied to the objective performance criteria for 2017 were earned by the named executive officers, although the Compensation Committee approved discretionary bonus payments in November 2017 to our named executive officers equal to 10% of their respective target bonus. Below is a summary of each named executive officer's target bonus and actual bonus (including discretionary bonus) for 2017 under the Bonus Plan:
Fiscal Year 2017 Bonus Plan Results | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | Total Target Award ($) | Target Percentage (% of Base Salary) | Total Amount Actually Awarded ($) | |||||||
Marc S. Hanover | 281,222 | 65 | 182,794 | |||||||
Robert J. Wills, Ph.D. | 143,000 | 65 | 92,950 | |||||||
Henry P. Doggrell | 132,342 | 35 | 86,022 |
Bonus Plan for 2018. In November 2017, our Compensation Committee initially approved the performance criteria to be achieved in order for our executive officers to be eligible to receive cash bonus awards under the Bonus Plan for the performance period from January 1, 2018 through December 31, 2018. In March 2018, the Compensation Committee revised the performance criteria to allocate most of the cash bonus award potential to the attainment of enrollment goals in our ongoing placebo-controlled Phase 2 clinical trial of enobosarm to evaluate the change in frequency of daily SUI episodes following 12 weeks of treatment, or the Placebo-Controlled SUI Trial, within a designated time period, and to the achievement of certain clinical results in the Placebo-Controlled SUI Trial. For 2018, an executive officer may receive (i) 40% of such executive officer's target bonus as a result of the achievement of enrollment goals in the Placebo-Controlled SUI Trial, within a designated time period; (ii) 50% of such executive officer's target bonus as a result of the achievement of certain clinical results in the Placebo-Controlled SUI Trial; and (iii) 10% of such executive officer's target bonus related to certain pre-clinical goals related to our SARD technology. However, in the event that a strategic transaction results in the cancelation or modification of any of the milestone events set forth above prior to their anticipated occurrence, any such milestone events that have been canceled or modified will be deemed to have been fulfilled and the commensurate bonus payment or payments associated
with such milestone events will become payable. Additionally, an executive officer is eligible for a bonus award of up to 10% of his or her target bonus based on the Compensation Committee's assessment of the executive officer's personal performance. Accordingly, an executive officer's actual total bonus award could be awarded at a level above target. As in 2016 and 2017, the potential bonus payments under the Bonus Plan for 2018 will be 65% of base salary for Mr. Hanover and Dr. Wills and 35% of base salary for the other executive officers of the company. Certain cash bonus awards under the Bonus Plan may be paid upon the achievement of the applicable performance criteria. Although the Compensation Committee has approved the performance criteria to be achieved in order to be eligible to receive cash bonus awards under the Bonus Plan for 2018, the Compensation Committee retains the discretion to modify or otherwise change the relevant performance criteria. In addition, under the Bonus Plan, the Compensation Committee has the discretion to make additional cash bonus awards, apart from those related to the achievement of specified performance criteria.
Option Awards
Option Awards for 2016. Consistent with the Compensation Committee's historical practice for granting long term incentive equity awards, in December 2015, the Compensation Committee approved the grant of stock options to purchase 40,000 shares of GTx common stock to each of Mr. Hanover and Dr. Wills, and a stock option to purchase 25,000 shares of GTx common stock to Mr. Doggrell, each of which grants was effective on January 1, 2016. The stock options vest equally over a three year period beginning January 1, 2019, subject to continuous service, thus providing long term incentive compensation for those employees who remain with GTx and increase stockholder value. The grant to each executive officer was found by the Compensation Committee to be consistent with prior annual stock option grants and in line with the equity awards made to their executive officers by our peer industry group. The exercise price for these stock options is $7.00 per share, the closing price of GTx's common stock on the last trading day of 2015 (as adjusted to give effect to the Reverse Stock Split). The stock options expire on December 31, 2025, unless they are forfeited or expire earlier in accordance with their terms. As indicated above under "Special Note Regarding Reverse Stock Split," the number of shares of common stock subject to the grants described above, as well as the exercise pricefair value of the options described above, have been retroactively adjusted to give effect to the Reverse Stock Split.
Option Awards for 2017. In February 2017, the Compensation Committee approved the grant of stock options to purchase 95,000 shares of GTx common stock to each of Mr. Hanover and Dr. Wills, and a stock option to purchase 80,000 shares of GTx common stock to Mr. Doggrell, each of which grants was effective on February 28, 2017. The stock options vest in three equal annual installments beginning February 28, 2020, subject to continuous service, thus providing long term incentive compensation for those employees who remain with GTx and increase stockholder value. The grant to each executive officer was awarded by the Compensation Committee after taking into account the overall diminished equity position each executive officer then held in the company and to provide an additional incentive for Mr. Hanover and Dr. Wills to pursue strategies to increase stockholder value. The Compensation Committee determined that the new option grants, when added together with their other outstanding option grants, were consistent with aggregate equity awards made to the executive officers of our peer industry group. The exercise price for these stock options is $4.71 per share, the closing price of GTx's common stock on February 28, 2017. The stock options expire on February 27, 2027, unless they are forfeited or expire earlier in accordance with their terms.
General Provisions of Stock Option Awards. All options granted to our named executive officers may be exercised with cash, provided that the Board or the Compensation Committee may provide that the exercise price may also be paid by delivery to us of other unencumbered shares of our common stock with a value equal to the aggregate option exercise price, pursuant to a cashless exercise program,
or in any other form of legal consideration that may be acceptable to the Board or the Compensation Committee (which may include a "net exercise"as of the option). As a general matter, the vested portion of the stock options granted to our named executive officers in 2016 and 2017 will expire three months after the named executive officer's last day of service with us, subject to extension in certain termination situations as described below under "—Post-Termination Compensation—Stock Option, RSU and Equity Plan Provisions—Extended Post-Termination Option Exercise Period" below. Events that can accelerate the vesting of GTx's stock options are described below under "—Post-Termination Compensation—Stock Option, RSU and Equity Plan Provisions—Stock Award Vesting Acceleration" below.
Employment Agreements
Each of our named executive officers has entered into a written employment agreement with GTx. Descriptions of our employment agreements with our named executive officers are included under the caption "—Post-Termination Compensation—Employment Agreements" below.
Other Compensatory Arrangements
For a description of the other elements of our executive compensation program, see "—Post-Termination Compensation—Retirement and Other Benefits." Exceptrepricing date for the benefits described under "—Post-Termination Compensation—Retirement and Other Benefits," GTx does not generally provide its executive officers with any other perquisites and benefits that differ from what are provided to GTx employees generally. To date, the Compensation Committee has not generally considered the provision of such additional perquisites and benefits to be a necessary element of GTx's executive compensation program. However, GTx may, from time to time, offer certain perquisites and benefits to its executive officers not offered to the general employee population, such as commuting, relocation and temporary housing benefits. In this regard, we reimbursed travel-related expenses for Dr. Wills in 2016 and 2017 for travel between his out-of-state permanent residence and GTx's headquarters in Memphis, Tennessee. Upon the recommendation of the Compensation Committee, the Board also approved tax gross-up payments to Dr. Wills related to these expense reimbursements, as the reimbursements are taxable to Dr. Wills as imputed income. The Compensation Committee believes that the provision of tax gross-up payments to Dr. Wills to offset the tax obligation associated with these imputed income amounts was appropriate and necessary for retaining Dr. Wills.
Outstanding Equity Awards at Fiscal-Year End
The following table summarizes the number of outstanding equity awards held by each of our named executive officers as of December 31, 2017.
OUTSTANDING EQUITY AWARDS AT 2017 FISCAL-YEAR END
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||
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| | | | Number of Securities Underlying Unexercised Options (#) | | | Number of Securities Underlying Unexercised Options (#) | | | Option Exercise | | | Option Expiration | | | Number of Shares or Units of Stock That Have Not | | | Market Value of Shares or Units of Stock That Have Not | | ||||||||||||||||||||||||||
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| | Name | | | Exercisable | | | Unexercisable(1) | | | Price ($) | | | Date | | | Vested (#)(1) | | | Vested($)(9) | | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | Marc S. Hanover | | | | 5,000 | | | | | — | | | | | 168.40 | | | | | 12/31/18 | | | | | 45,000 | (7) | | | | 571,950 | | | |||||||||||||
| | | | | 7,000 | | | | | — | | | | | 42.00 | | | | | 12/31/19 | | | | | | | | | | | ||||||||||||||||
| | | | | 7,000 | | | | | — | | | | | 26.50 | | | | | 12/31/20 | | | | | | | | | | | ||||||||||||||||
| | | | | 7,000 | | | | | — | | | | | 33.60 | | | | | 12/31/21 | | | | | | | | | | | ||||||||||||||||
| | | | | 7,200 | | | | | 1,800 | (2) | | | | 42.00 | | | | | 12/31/22 | | | | | | | | | | | ||||||||||||||||
| | | | | 30,000 | | | | | 20,000 | (3) | | | | 15.60 | | | | | 04/02/24 | | | | | | | | | | | ||||||||||||||||
| | | | | 8,334 | | | | | 16,666 | (4) | | | | 13.30 | | | | | 06/04/24 | | | | | | | | | | | ||||||||||||||||
| | | | | — | | | | | 40,000 | (5) | | | | 7.00 | | | | | 12/31/25 | | | | | | | | | | | ||||||||||||||||
| | | | | — | | | | | 95,000 | (6) | | | | 4.71 | | | | | 02/27/27 | | | | | | | | | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | Robert J. Wills | | | | — | | | | | 40,000 | (5) | | | | 7.00 | | | | | 12/31/25 | | | | | 33,333 | (8) | | | | 423,662 | | | |||||||||||||
| | | | | — | | | | | 95,000 | (6) | | | | 4.71 | | | | | 02/27/27 | | | | | | | | | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
| | Henry P. Doggrell | | | | 2,500 | | | | | — | | | | | 168.40 | | | | | 12/31/18 | | | | | 30,000 | (7) | | | | 381,300 | | | |||||||||||||
| | | | | 3,500 | | | | | — | | | | | 42.00 | | | | | 12/31/19 | | | | | | | | | | | ||||||||||||||||
| | | | | 3,500 | | | | | — | | | | | 26.50 | | | | | 12/31/20 | | | | | | | | | | | ||||||||||||||||
| | | | | 3,500 | | | | | — | | | | | 33.60 | | | | | 12/31/21 | | | | | | | | | | | ||||||||||||||||
| | | | | 4,400 | | | | | 1,100 | (2) | | | | 42.00 | | | | | 12/31/22 | | | | | | | | | | | ||||||||||||||||
| | | | | 10,000 | | | | | — | | | | | 18.80 | | | | | 09/30/23 | | | | | | | | | | | ||||||||||||||||
| | | | | 6,667 | | | | | 13,333 | (4) | | | | 13.30 | | | | | 06/04/24 | | | | | | | | | | | ||||||||||||||||
| | | | | — | | | | | 25,000 | (5) | | | | 7.00 | | | | | 12/31/25 | | | | | | | | | | | ||||||||||||||||
| | | | | — | | | | | 80,000 | (6) | | | | 4.71 | | | | | 02/27/27 | | | | | | | | | | | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Option Exercises and Stock Vested During 2017
The following table provides information on RSU awards vested and the value realized, determined as described below, for the named executive officers during the year ended December 31, 2017. No stock options were exercisedforegone by the named executive officers during the year ended December 31, 2017.
| | | | | | | | | | | | | | |
| Stock Awards | |||||||||||||
| | | | | | | | | | | | | | |
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | |||||||||||
| | | | | | | | | | | | | | |
| Marc S. Hanover | 15,000 | 79,200 | |||||||||||
| | | | | | | | | | | | | | |
| Robert J. Wills | 33,333 | 161,988 | |||||||||||
| | | | | | | | | | | | | | |
| Henry P. Doggrell | 10,000 | 52,800 | |||||||||||
| | | | | | | | | | | | | | |
Post-Termination Compensation24
Narrative Disclosure to Summary Compensation Table
Employment Agreements
We have entered into employment agreements with each of our named executive officers. Described below are the circumstances that would trigger our obligation to make cash payments pursuant to these employment agreements following the termination of a named executive officer's employment with us and the cash payments that we would be required to provide. We also describe below the termination and change of control events that would trigger the accelerated vesting of stock options and the extension of the post-termination exercise period with respect to those stock options. As of March 2, 2018, all RSUs held by the named executive officers had fully vested.
Employment Agreements
Termination Without "Cause" or For "Good Reason" after a Change of Control
The employment agreements with ourprovide for the annual base salary for each named executive officers provide for cash post-termination changeofficer, which amounts are subject to annual review by and at the sole discretion of control payments equal to one year's base salary and monthly premium payments to continue the named executive officer's health insurance coverage for up to twelve months following hisour board of directors or her termination. These change of control salary continuation and health insurance coverage benefits are structured on a "double-trigger" basis, meaning that before aits designee. Each named executive officer is also eligible to receive such changeearn an annual cash performance bonus. The annual cash performance bonus will be based on our attainment of control benefits, (1) a changefinancial or other operating criteria established by our board of control must occur and (2) within twelve months after such changedirectors or its designee, as determined by our board of control, the named executive officer's employment must be terminated without "cause"directors or the named executive officer must resign for "good reason." GTx's obligationits designee.
Pursuant to make the salary continuation payments and health insurance premium payments under the employment agreements, is conditioned uponif we terminate the former namedexecutive’s employment without “cause” or if the executive officer's compliance with the confidentiality provisions ofresigns for “good reason” (each as defined in the employment agreement andagreement), the provisions ofexecutive is entitled to the non-competition provisions of the employment agreement for a period of one year following termination. In addition, GTx's obligation to make the salary continuation payments and health insurance premium payments is conditioned upon GTx's receipt of an effective general release of claims executed by the named executive officer. The post-termination salary continuation payments will be generally made over the one-year period following termination on our regular payroll dates rather than inbenefits: (1) a lump sum except that the timing of these payments may be deferred for upcash payment in an amount equal to six6 months if these payments would constitute deferred compensation under Section 409A of the Internal Revenue Code (in which case, the
deferred payment would be made in a lump sum following the end of the deferral period, with the balance being paid thereafter on our regular payroll dates).
A change of control generally means the following:
"Cause" is generally defined as the named executive officer's:
"Good reason" is generally defined as the following actions taken without the consent of the named executive officer after a change of control (in each case where the named executive officer has provided written notice within 30 days of the action, such action is not remedied by GTx within 30 days following such notice, and the named executive officer's resignation is effective not later than 60 days after the expiration of such 30-day cure):
If the executive is terminated without cause or resigns for good reason during the 12-month period following a “change in control” (as defined in the employment agreement) (or, with respect to Dr. Breitmeyer and Mr. Vincent, within 90 days prior to a change in control), the executive shall be entitled to receive the following payments and benefits: (1) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the last day of his employment (calculated without regard to Dr. Breitmeyer’s voluntary salary reduction as described below); (2) continuation of health benefits for a period of 12 months following the last day of his employment; and (3) a lump sum cash payment in an amount equal to his “target bonus” (as defined in the employment agreement) for the year in which the termination of employment occurs (calculated without regard to Dr. Breitmeyer’s voluntary salary reduction and the waiver of the 2023 annual bonuses by our named executive officers as described below), prorated to reflect the portion of such year that has elapsed prior to the date of his termination of employment or resignation.
In addition, if either Dr. Breitmeyer or Mr. Vincent is terminated without cause or resigns for good reason within 90 days prior to or any time following a change in control, the vesting of his outstanding unvested stock awards on the date of his termination of employment will be automatically accelerated. Also, in the event of a change in control, 50% of Dr. Breitmeyer’s and Mr. Vincent’s outstanding unvested stock awards will vest. If Dr. Yazji is terminated without cause or resigns for good reason within 12 months following a change in control, the assignmentvesting of his outstanding unvested stock awards on the date of his termination of employment will be automatically accelerated. If an executive’s employment terminates due to death or permanent disability, all of the executive’s outstanding unvested stock awards will vest immediately upon such termination.
The employment agreements also contain standard confidentiality, non-competition and non-solicitation covenants. In addition, the employment agreements includes an Internal Revenue Code (“Code”) Section 280G “best pay” provision pursuant to which in the event any payments or benefits received by the executive would be subject to an excise tax under Code Section 4999, the executive will receive either the full amount of such payments or a reduced amount such that no portion of the payments is subject to the excise tax, whichever results in the greater after-tax benefit to the executive.
Compensation Reduction and Retention Arrangements
Oncternal’s officers and other members of Oncternal’s senior management team, including the named executive officer of any duties or responsibilities that are materially inconsistent with and materially adverseofficers, voluntary agreed to such authority, duties or responsibilities;
Table of ContentsExecutive Compensation Elements
The following describes the failure of GTx to obtain an agreement reasonably satisfactory to the named executive officer from any successor entity upon the change of control to assume and agree to perform his or her employment agreement in all material respects; or
Termination Without "Cause" or For "Good Reason" Prior to or Not in Connection with a Change of Control2023 Base Salaries
Our employment agreement with Dr. Wills provides for cash post-termination payments equal to one year'sThe annual base salary (generallyrates for Dr. Breitmeyer, Dr. Yazji, and Mr. Vincent during 2023 were $609,386, $471,310, and $436,126, respectively. The base salary rate for Dr. Breitmeyer does not give effect to be made over the one-year period following termination on our regular payroll dates) and monthly premium payments to continue his health insurance coverage for up to twelve months following his termination, should his employment be terminated without "cause" or should he resign for "good reason", in each case irrespective of whether such termination is within twelve months after (or otherwise in connection with) a change of control. In addition, the terms of Dr. Wills' employment agreement provided that if his employment had been terminated without "cause" or he had resigned for "good reason" prior to a change of control, then any unvested portion of the initial RSU award that we granted to Dr. Wills in connection with the commencement of his employment with GTx that was scheduled to vest on the next scheduled vesting date would have become fully vested upon such termination. The initial RSU award that we granted to Dr. Wills was fully vested as of March 2, 2018.
Other Termination Scenarios
If we terminate a named executive officer's employment for "cause," or if a named executive officer voluntarily terminates his or her employment without "good reason," or upon the death of a named executive officer, the named executive officer would generally have no right to receive any compensation or benefits under his or her employment agreement on or after the20% salary reduction effective date of termination, other than any accrued and unpaid salary and expense reimbursement. However, under our employment agreements with Dr. Wills, Dr. Wills would nonetheless be entitled to any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding his termination date. Likewise, exceptApril 1, 2023, as described above under "“Compensation Reduction and Retention Arrangements.”
Annual Incentive Plan
25
We have adopted the Oncternal Therapeutics, Inc. Annual Incentive Plan, the material terms of which are summarized below.—Termination Without "Cause" or For "Good Reason" Prior to or Not in Connection with
Each named executive officer is eligible for a Changeperformance bonus based upon the achievement of Control"certain corporate performance goals and objectives approved by our compensation committee and, with respect to Dr. Wills, if we terminate aour named executive officer's employment without "cause," or if a namedofficers other than our chief executive officer, voluntarily terminates his or her employment with "good reason," in each case not within twelve months following a changeindividual performance.
Bonuses are set based on the executive officer’s base salary as of control, the named executive officer would have no rightend of the year and are expected to receive any compensation or benefits under his employment agreement on or after the effective date of termination, other than any accrued and unpaid salary and expense reimbursement and, solelybe paid out in the case of Dr. Wills, subject to our obligation under his employment agreement to pay any accrued but unpaid annual bonus with respect to any completed calendar year immediately preceding his termination date.
Other Employment Agreement Benefits
Except as set forth above, underfollowing year. Based on the employment agreements with our named executive officers, our namedthe target levels for executive officers would not be entitled tobonuses are currently as follows: 50% of base salary for the chief executive officer (100% of which is based on corporate objectives) and 40% of base salary for any other benefits following terminationC-level executive (80% of service, includingwhich is based on corporate objectives and 20% of which is based on individual performance). At the continuationbeginning of general employee benefits, life insurance coverageeach year, management recommends corporate goals and long term disability coverage, except as otherwise required by applicable law.
Stock Option, RSUmilestones to our compensation committee to be reviewed and Equity Plan Provisions
Stock Award Vesting Acceleration
Pre-IPO Plans. The GTx, Inc. 2001 Stock Option Plan, orapproved for the 2001 Plan,year. These goals and milestones and the GTx, Inc. 2002 Stock Option Plan, or the 2002 Plan,proportional emphasis placed on each provideare expected to be set by our compensation committee after considering management input and our overall strategic objectives. It is expected that in the event of a specified change of control transaction, all shares subjectthese goals will generally relate to option awards granted under these plans will immediately vest and be converted into cash, options or stock of equivalent value in the surviving organization under terms and conditions that substantially preserve the economic status of plan participants. Certain of the options granted to our executive officers to date have been granted pursuant to these plans. For purposes of our 2001 Plan and 2002 Plan, the definition of change of control is substantially similar to the definition of change of control under the employment agreements with our named executive officers. As a result of the adoption of our 2013 Equity Incentive Plan, or the 2013 Plan, we no longer grant any options under any of these plans.
2004 Plan. Our 2004 Equity Incentive Plan, or the 2004 Plan, provides that in the event of a specified corporate transactionfactors such as a merger, consolidation or similar transaction, all outstanding options underclinical development, regulatory, business development, financial and operational goals.
Our compensation committee determines the 2004 Plan may be assumed, continued or substituted for by any surviving or acquiring entity. If the surviving or acquiring entity elects not to assume, continue or substitute for such options, such options then held by individuals whose service has not terminated prior to the effective datelevel of achievement of the corporate transaction would become fully vested, and, if applicable, exercisable and such options would be terminated if not exercised priorgoals for each year. This achievement level is then applied to the effective dateeach named executive officer’s target bonus to determine that year’s total bonus opportunity, before any determination of the corporate transaction. A recipient's award agreement may provide for acceleration upon other events. In this regard, the standard form of stock option agreement under the 2004 Plan provides for each stock option to become fully vested and exercisable if (i) the optionholder's service with GTx or its successor terminates within twelve months after a change of control and the termination of service is a result of an involuntary termination without cause or a constructive termination or (ii) the optionholder is required to resign his or her position with GTx as a conditionindividual component of the changeaward. The individual component of control. For purposeseach named executive’s bonus award is not necessarily based solely on the achievement of our 2004 Plan,any predetermined criteria or guidelines. Our compensation committee’s assessment of each of the definition of change of control is similar to the definition of change of control under the employment agreements with our named executive officers. Asofficer may also include a resultquantitative analysis of the adoptionofficer’s overall performance of the 2013 Plan, we no longer grant any equity awards under the 2004 Plan, and stock options were the only form of stock awards granted to our named executive officers under the 2004 Plan.
The standard form of stock option agreement under the 2004 Plan generally defines "cause" as the grant recipient:
For 2023, the corporate performance objectives generally fell into the following categories: (1) objectives related to continued clinical development progress; and (2) financial and operational objectives. The clinical development objectives included advancing our ROR1 cell therapy and DAARI programs, as well as seeking opportunities to advance our zilovertamab program. The financial and operational objectives primarily related to preservation of our cash runway and other key operational objectives.
Quantitative measures were generally not established for the opportunity to cure;
The standard form of stock option agreement under the 2004 Plan generally defines a "constructive termination"emphasis were used as a voluntary termination within 12 months after a changeguide by our compensation committee and board of control after any of the following actions are taken without the consent of the grant recipient:
2013 Plan. Our 2013 Plan provides that in the event of a specified corporate transaction such as a merger, consolidation or similar transaction, all outstanding stock awards under the 2013 Plan may be assumed, continued or substituted for by any surviving or acquiring entity, and any reacquisition or repurchase rights held by GTx in respect of common stock issued pursuant to outstanding stock awards may be assigned by GTx to its successor (or the successor's parent company). If the surviving or acquiring corporation does not assume, continue or substitute any or all such outstanding stock awards, then with respect to stock awards that have not been assumed, continued or substituted and that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, the vesting (and, if applicable, the exercisability) of such stock awards will (contingent upon the effectiveness of the corporate transaction) be accelerated in full to a date prior to the effective time of the corporate transaction as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective time of the corporate transaction), such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by GTx with respect to such stock awards will (contingent upon the effectiveness of the corporate transaction) lapse. Unless otherwise provided in a written agreement between GTx or an affiliate and a participant, the vesting (and, if applicable, the exercisability) of any other outstanding stock awards that are not assumed, continued or substituted in connection with the corporate transaction will not be accelerated and such stock awards will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction. A recipient's award agreement may provide for acceleration upon other events. In this regard, the standard form of stock option agreement under the 2013 Plan provides for each stock option to become fully vested and exercisable if the optionholder's service with GTx or its successor terminates on or within twelve months after a change of control and the termination of service is a result of an involuntary termination without cause or a constructive termination.
For purposes of our 2013 Plan, the definition of change of control is similar to the definition of change of control under the employment agreements with our named executive officers.
For purposes of our 2013 Plan, "cause" has the meaning ascribed to such term in any written agreement between the grant recipient and GTx, and in the absence of such an agreement, "cause" means the occurrence of any of the following:
The definition of a "constructive termination" in the standard form of stock option agreement under the 2013 Plan is similar to the definition of a "constructive termination" in the standard form of stock option agreement under the 2004 Plan, except that a constructive termination would also be deemed to occur if the board of GTx's successor requires the participant to resign from GTx in a manner that terminates the participant's continuous service, as a condition of the change in control. In addition, in order to have a basis for constructive termination under the 2013 Plan, a participant must provide written notice of the event giving rise to constructive termination to the board of GTx's successor within 30 days following such event, provide the successor with 30 days to cure such event, and, if not cured, the participant must resign from all positions then held with GTx and its successor not later than six months after the date of the participant's written notice to the board of the successor (or such earlier date as may be requested by the Board).
Under the terms of the RSU awards granted to our named executive officers and our employees were expected to focus their efforts during the year.
In evaluating management’s performance relative to corporate performance for 2023, our compensation committee determined to award a corporate achievement level of 85%. In coming to its final determination regarding the overall corporate achievement percentage, our compensation committee considered our progress in 2015, which were granted underinitiating and enrolling our 2013 Plan, if a changeONCT-808-101 and ONCT-534-101 studies, and our operational efficiency. This corporate achievement level was then used to determine the portion of control had occurred and theeach named executive officer's service had not terminated priorofficer’s bonus tied to that change of control, then any outstanding and unvested RSUs award would have vested in full immediately prior to that change of control. In addition, as describedcorporate performance.
As disclosed above under "—Employment Agreements—Termination Without "Cause" or For "Good Reason" Prior to or Not in Connection with a Change of Control“Compensation Reduction and Retention Arrangements”," Dr. Wills was entitled to a partial vesting acceleration benefit with respect to the initial RSU award that we granted to Dr. Wills if his employment has been terminated without "cause" or he had resigned for "good reason" prior to a change of control (each as defined in his employment agreement). As of the date of this proxy statement, all of the RSU awards granted to our named executive officers in 2015 were fully vested.
Extended Post-Termination Option Exercise Period
As a general matter, the terms of the options we have granted to our named executive officers provided that the vested portion of these options will expire three months after the named executive officer's termination of service. We refer to the period following the named executive officer's termination during which he or she can continue to exercise his or her vested stock options as the post-termination exercise period. However, in connection with the adoption of a retention bonus
program by the Compensation Committee in September 2013, the options held by certain2023, each of our named executive officers agreed to forego receipt of his annual bonus in early 2024. Had they received the annual bonus for 2023, Dr. Breitmeyer, Dr. Yazji, and outstandingMr. Vincent would have received $258,769, $164,016, and $153,517, respectively, based on or prior to September 27, 2013 were modified to generallythe company’s 2023 performance.
Equity Compensation
We maintain two primary equity compensation plans that provide for a six month post-termination exercise period. In addition, a retention stock option grantedthe issuance of equity awards to Mr. Doggrell in 2013 generally provides for a six month post-termination exercise period. All such post-termination exercise periods are limited by, and will not exceed, the original expiration date of the option. In termination situations involving the death or disability of thedirectors, employees (including our named executive officer, orofficers) and consultants: the named executive officer's voluntary retirement, the post-termination exercise period is generally extended beyond three months or six months, as applicable, following the named executive officer's termination of service. Under2019 Plan, which has been approved by our 2004stockholders, and our 2022 Employment Inducement Incentive Award Plan (the “Inducement Plan”), which has not been approved by our stockholders.
We offer stock options and the form of stock option agreement under our 2004 Plan, the post-termination exercise period will generally be one year following termination if the termination of service is a result of an involuntary termination without cause or a constructive termination within twelve months after a change of control. Under our 2013 Plan and the form of stock option agreement under our 2013 Plan, the post-termination exercise period will generally be one year following termination if the termination of service occurs either as a condition of a change of control or upon the effectiveness of a change of control, unless the stock option is not assumed, continued or replaced by the successor or acquiring entity. With respectRSUs to all of our stock option plans and the forms of stock option agreements under such stock option plans, if the termination is due to the named executive officer's death, the post-termination exercise period will generally be 18 months following termination, and if the termination is due to the named executive officer's disability, the post-termination exercise period will generally be one year following termination. With respect to our 2013 Plan and the form of stock option agreement under our 2013 Plan, if the termination is for cause, the option will terminate upon the date on which the event giving rise to the termination for cause first occurred (or, if required by law, the date of the termination). With respect to our 2001 Plan and 2002 Plan and the forms of stock option agreements under those plans, if a named executive officer voluntarily retires his or her employment (which generally means a retirement after age 65 or after age 55 following a specified period of service), the post-termination exercise period will generally be five years following termination. However, our 1999 and 2000 Plans provide that the Compensation Committee in its discretion can provide for any post-termination exercise period for a vested option in the event of the disability, death or involuntary termination of an option grant recipient of up to, but not exceeding, the initial ten-year term of the option. Under our 2004 Plan and 2013 Plan and the forms of stock option agreements under those plans, if a named executive officer voluntarily retires his or her employment (which generally means a retirement after age 65 following a specified period of service or after age 55 following a specified period of service and with the authorization of our Chief Executive Officer or the Board), the post-termination exercise period will generally be two years following termination. In no event, however, will the post-termination exercise period be extended beyond the initial ten-year term of the option.
Retirement and Other Benefits
We do not provide our employees, including our named executive officers, with a defined benefit pension plan, any supplemental executive retirement plans or retiree health benefits. Our named executive officers may participate onas the same basis as other employees in our 401(k) retirement savings plan. Our 401(k) retirement savings plan provides an employer matching contribution of 100% of the first 4% of the employee's eligible compensation, subject to the annual Internal Revenue Service limits in effect from time to time. We believe this matching contribution is consistent with market practice and helps in attracting and retaining key executives.
We offer a comprehensive employee benefit program, including health, life and disability insurance, to all of our regular employees, including certain of our named executive officers who are full time employees. This program provides a safety net of protection against the financial catastrophes that can result from illness, disability or death. Company-funded life insurance of up to $50,000 is
provided to employees generally, and company-funded long-term disability insurance provides a 60% income-replacement benefit, up to $10,000 per month.
The Compensation Committee has also approved supplemental life and long-term disability insurance for our executive officers. The total life insurance benefit for Mr. Hanover and certain eligible Vice Presidents is equal to twice the executive officer's annual salary, not to exceed $1 million in coverage for any officer, although Mr. Doggrell's total coverage amount was reduced 65% following his 65th birthday. Dr. Wills, as a part time employee, does not quality for health, life or disability insurance and other similar benefits pursuant to the requirements of the insurers' programs. However, should he in the future be deemed to be a "full time" employee by the insurers, he would also receive the same benefits as are presently provided to Mr. Hanover and our eligible Vice Presidents. The Compensation Committee believes that the cost of providing this supplemental insurance coverage is minimal in comparison to the value of such benefits in attracting and retaining executive employees and that providing these supplemental benefits is consistent with the practices of other public companies.
Compensation and Risk
In February 2018, the Compensation Committee considered our compensation policies, practices and programs as generally applicable to our employees and determined that our policies, practices and programs do not encourage excessive or unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on our company. The designincentive component of our compensation policiesprogram. We typically grant equity awards to new hires upon their commencing employment with us and programs encourageannually to our employees. Our stock options allow employees to remain focused on our long-term goals of increasing shareholder value through the successful development of our clinical product candidates. For example, through our use of different types of equity compensation awards that provide long term incentives to increase our share price, as well as our use of multi-year vesting for stock option and restricted stock unit awards, we believe that our employee compensation programs promote a long-term stockholder perspective, encourage decisions that will result in sustainable performance over the longer term, and mitigate the risks associated with an undue short-term focus on results.
Cash Retainers
In November 2015, following the recommendations of Radford, a third party compensation consultant, and a review of Equilar data made available to the Compensation Committee and other members of the Board regarding peer board compensation, the Board approved the recommendations of both the Nominating and Corporate Governance Committee and the Compensation Committee that the following cash compensation payments be made quarterly to the Board and committee members, effective January 1, 2016:
No directors currently receive consulting fees from GTx. Directors who are also employees (currently Mr. Hanover and Dr. Wills) receive no additional compensation for service on the Board.
Directors' Deferred Compensation Plan
Since June 30, 2004, our non-employee directors have had the opportunity to defer all or a portion of their fees under our Directors' Deferred Compensation Plan. Deferrals can be made into a cash account, a stock account, or a combination of both. Deferrals into a cash account would accrue interest at the prime rate of interest announced from time to time by a local bank utilized by us, and deferrals into a stock account accrue to the deferring director rights in shares of GTx common stock equal to the cash compensation then payable to the director for his or her Board service divided by the then current fair market value of GTx common stock. Currently, all but two of our non-employee directors have elected to defer all or some of their Board compensation into stock accounts. No directors have deferred their Board compensation into cash accounts. Under the Directors' Deferred Compensation Plan, amounts credited to cash or stock accounts are distributed in a single lump sum on the date, if any, selected by the director pursuant to his or her election or, if no such election is made or if the selected distribution date is after his or her separation from service, then the distribution would be made on the date of his or her separation from service in the form of a single lump sum (subject to deferral under certain circumstances to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A of the Internal Revenue Code). Any fractional shares of GTx common stock will be distributed in cash valued at the then current fair market value of GTx common stock.
Equity Compensation
Pursuant to our Non-Employee Director Compensation Policy, or the Director Compensation Policy, each non-employee director of GTx (who does not own more than ten percent of the combined
voting power of GTx's then outstanding securities) is eligible for certain initial and annual stock awards, which grants are currently made pursuant to GTx's 2013 Non-Employee Director Equity Incentive Plan, or the 2013 Directors' Plan, which is the successor to our Amended and Restated 2004 Non-Employee Directors' Stock Option Plan, or the Prior Directors' Plan. Accordingly, each of our non-employee directors, with the exception of Mr. Hyde, is eligible to receive these initial and annual non-statutory stock awards. Under the Director Compensation Policy, any individual who first becomes a non-employee director is eligible for a stock award in such form and in such amount that the Board deems necessary to attract such individual to join the Board. In addition, under the Director Compensation Policy, any individual who is serving as a non-employee director on the day following an annual meeting of GTx's stockholders automatically will be granted an option to purchase shares of common stock on that date;provided,however, that if the individual has not been serving as a non-employee director for the entire period since the preceding annual meeting, the number of shares subject to such individual's annual grant will be reduced pro rata for each full month prior to the date of grant during which such individual did not serve as a non-employee director. Under our Director Compensation Policy, the number of shares subject to the annual stock option grant is based on approximately the 50th percentile of the equity granted to non-employee directors of GTx's peers and will be considered by the Nominating and Corporate Governance Committee and the Compensation Committee and recommended to the Board for approval. In February 2017, the Board, upon the upon the recommendations of the Nominating and Corporate Governance Committee and the Compensation Committee, determined that the number of shares subject to the automatic annual grants occurring on the date following the 2017 Annual Meeting will be 15,000 shares of GTx common stock; accordingly, each non-employee director (other than Mr. Hyde and Mr. Neil) then serving as a non-employee director received a grant for 15,000 shares on the date following the 2017 Annual Meeting. Mr. Neil received a grant for 11,250 shares on the date following the 2017 Annual Meeting reflecting the pro-ration described above.
In March 2018, the Board, upon the recommendations of the Nominating and Corporate Governance Committee and the Compensation Committee, determined that the number of shares subject to the automatic annual grants occurring on the date following the Annual Meeting will be 7,500 shares of GTx common stock. The shares subject to each initial grant and each annual grant vest in a series of three successive equal annual installments measured from the date of grant, so that each initial grant and each annual grant will be fully vested three years after the date of grant. The exercise price per share for the options granted under the 2013 Directors' Plan is not less than the fair market value of the stock on the date of grant. Prior to the adoption of the 2013 Directors' Plan at the 2013 Annual Meeting of Stockholders, initial and annual stock option grants were made pursuant to the Prior Directors' Plan.
In the event of a specified corporate transaction, as defined in the Prior Directors' Plan or the 2013 Directors' Plan, as applicable, all outstanding options granted under the Prior Directors' Plan and the 2013 Directors' Plan may be assumed or substituted for by any surviving or acquiring entity. If the surviving or acquiring entity elects not to assume or substitute for such options, then (a) with respect to any such options that are held by optionees then performing services for GTx or its affiliates, the vesting and exercisability of such options will be accelerated in full and such options will be terminated if not exercised prior to the effective date of the corporate transaction, and (b) all other outstanding options will terminate if not exercised prior to the effective date of the corporate transaction. If a specified change of control transaction occurs, as defined in the Prior Directors' Plan, then the vesting and exercisability of the optionee's options granted under the Prior Directors' Plan will be accelerated in full immediately prior to (and contingent upon) the effectiveness of the transaction. Under the Prior Directors' Plan, if an optionee is required to resign his or her position as a non-employee director as a condition of the change of control transaction, the vesting and exercisability of the optionee's options will be accelerated in full immediately prior to the effectiveness of such resignation. Under the 2013
Directors' Plan, if a specified change of control transaction occurs, as defined in the 2013 Directors' Plan, then all stock awards held by a participant whose continuous service has not terminated prior to such time will become fully vested and, if applicable, exercisable, immediately prior to the transaction. In addition, under the 2013 Directors' Plan, if a non-employee director is required to resign his or her position as a non-employee director as a condition of the change of control transaction, all outstanding stock awards held by such individual will become fully vested and, if applicable, exercisable, as of immediately prior to such resignation. During 2008, the Board, upon the recommendation of the Compensation Committee, adopted a general policy regarding the retirement of non-employee directors that provides that the Board will act, on a case-by-case basis, to accelerate the vesting and exercisability of the retiring director's options in full provided such director retires from the Board in good standing.
The table below represents the compensation earned by each non-employee director during 2017. Neither Mr. Hanover nor Dr. Wills are listed in the following table since they served as our employees during their respective term service on our Board of Directors and did not receive any additional compensation for serving as members of our Board of Directors. Each of Mr. Hanover's and Dr. Wills' compensation is described under "Executive Compensation" above.
DIRECTOR COMPENSATION—FISCAL 2017
| | | | | | | | | | | | | | | | | | | |
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| J. R. Hyde, III | 62,500 | — | 62,500 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| Michael G. Carter, M.D. | 65,000 | 48,234 | 113,234 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| J. Kenneth Glass | 60,000 | 48,234 | 108,234 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| Garry A. Neil, M.D. | 50,000 | 36,175 | 86,175 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | |
| Kenneth S. Robinson, M.D., M.Div. | 53,500 | 48,234 | 101,734 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | |
The following table indicates the grant date fair value for the annual option awarded to each non-employee director during the year ended December 31, 2017, as determined in accordance with FASB ASC Topic 718, as well as the total number of shares subject to options outstanding as of December 31, 2017 for each non-employee director listed in the table above:
| | | | | | | | | | | | | | |
| Name | FASB ASC Topic 718 Grant Date Fair Value ($) | Total Shares Subject to Options Outstanding at 12/31/2017 (#) | |||||||||||
| | | | | | | | | | | | | | |
| J. R. Hyde, III | — | — | |||||||||||
| | | | | | | | | | | | | | |
| J. Kenneth Glass | 48,234 | 39,800 | |||||||||||
| | | | | | | | | | | | | | |
| Michael G. Carter, M.D. | 48,234 | 39,800 | |||||||||||
| | | | | | | | | | | | | | |
| Garry A. Neil, M.D. | 36,175 | 21,250 | |||||||||||
| | | | | | | | | | | | | | |
| Kenneth S. Robinson, M.D., M.Div. | 48,234 | 40,000 | |||||||||||
| | | | | | | | | | | | | | |
RELATED PARTY TRANSACTIONS AND INDEMNIFICATION
Policies and Procedures for Review of Related Party Transactions
Upon recommendation of the Audit Committee, the Board adopted a related party transactions policy, which specifies GTx's policies and procedures regarding transactions between GTx and its employees, officers, directors or their family members. GTx's Chief Legal Officer is responsible for (a) ensuring that policy is distributed to all GTx officers, directors and other managers and (b) requiring that any proposed related party transaction be presented to the Audit Committee for consideration before GTx enters into any such transactions. This policy can be found on GTx's website (www.gtxinc.com) under "Investors" at "Corporate Governance."
It is the policy of GTx to prohibit all related party transactions unless the Audit Committee determines in advance of GTx entering into any such transaction that there is a compelling business reason to enter into such a transaction. There is a general presumption that the Audit Committee will not approve a related party transaction with GTx. However, the Audit Committee may approve a related party transaction if:
Certain Transactions With or Involving Related Persons
Except as described below and except for employment arrangements and compensation for Board service, which are described under "Executive Compensation" and "Director Compensation" above, since January 1, 2016, there has not been, nor is there currently proposed, any transaction in which we are or were a participant, the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and any of our directors, executive officers, holders of more than 5% of our common stock or any immediate family member of any of the foregoing had or will have a direct or indirect material interest.
Warrant Exercises. On November 14, 2014, we issued warrants, or the BVF Warrants, to Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Investment 10, L.L.C. and MSI BVF SPV, LLC, or collectively, the BVF Entities, to purchase an aggregate of 1,111,081 (whole) shares of our common stock (as adjusted to give effect to the Reverse Stock Split) at an exercisea price of $8.50 per share (as adjustedequal to give effect to the Reverse Stock Split) in connection with a private placement of our common stock and warrants to purchase common stock. On March 13, 2018, the BVF Entities exercised the BVF Warrants in full pursuant to the "net exercise" provisions of the BVF Warrants resulting in a net issuance on exercise to the BVF Entities of an aggregate of 674,579 shares of our common stock. Based solely on the difference between the fair market value of our common stock on the date of exercisegrant and may or may not be intended to qualify as determined pursuant“incentive stock options” for U.S. federal income tax purposes. Generally, the stock options we grant vest as to 25% of the total number of option shares on the first anniversary of the date of grant and in equal monthly installments over the ensuing 36 months, subject to the net exercise provisions of the BVF Warrantsemployee’s continued employment with us on each vesting date.
On February 21, 2023, we granted options to purchase 32,500, 10,500, and the exercise price of the BVF Warrants, the value realized by the BVF Entities upon exercise of the BVF Warrants totaled approximately $14.6 million. Our involvement in the BVF Warrant exercises did not require approval under our related party transactions policy because our actions with respect to such matters were undertaken in accordance with our pre-existing obligations under the BVF Warrants.
Loan Agreement. On August 10, 2017, we entered into a loan agreement with J.R. Hyde, III and The Pyramid Peak Foundation to borrow up to a total of $15,000,000. Each of Mr. Hyde and The Pyramid Peak Foundation are significant stockholders, and Mr. Hyde serves on our board of directors. We did not borrow any amounts under the loan agreement and the loan agreement terminated in accordance with its terms on September 29, 2017 in connection with the completion of the September 2017 private placement of our equity securities described below.
September 2017 Private Placement and Related Registration. On September 29, 2017, we completed a private placement of an aggregate of 5,483,320 immediately separable units, comprised of an aggregate of 5,483,32010,500 shares of our common stock to Dr. Breitmeyer, Dr. Yazji, and warrantsMr. Vincent, respectively. These options were granted with an exercise price equal to $19.20 per share,
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which represented the fair market value on the date of grant, as determined under the 2019 Plan. These stock options have the standard four-year vesting schedule described above. These options were repriced as discussed below under “Options Repricing.”
On October 2, 2023, we granted options to purchase up to an aggregate of 3,289,988 additional3,530 shares of our common stock forto Dr. Yazji at an aggregate purchaseexercise price of approximately $48.5 million. The per unit purchase price for a share of common stock and a warrantequal to purchase 0.6 of a share of common stock was $8.845. The warrants, which have a five-year term expiring on September 29, 2022, are immediately exercisable and have a$6.20 per share, exercise pricewhich represented the fair market value on the date of $9.02. Pursuantthe grant, as determined under the 2019 Plan.
The stock options granted to our named executive officers are subject to accelerated vesting in certain circumstances. For additional discussion, please see “Employment Agreements” above and “Change in Control Benefits” below.
Option Repricing
Effective October 2, 2023, our board of directors approved an option repricing that included stock options granted under the 2019 Plan to our named executive officers. In accordance with the terms of the securities purchase agreement, we filed a registration statement with2019 Plan, the SEC in November 2017 to register the resale of the shares of our common stock and the shares of common stock underlying the warrants, and agreed to keep one or more registration statements registering the shares effective until the earlier to occur of September 28, 2019 or the date on which all of the applicable shares of our common stock have been sold or can be sold publicly without restriction or limitation under Rule 144 under the Securities Act. Our total expenses in connection with the filing of the November 2017 registration statement were approximately $70,000. The investors in the private placement included the following related parties:
Investor | Shares Purchased | Warrants Purchased | Aggregate Unit Purchase Price ($) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
J.R. Hyde III(1) | 1,130,582 | 678,349 | 9,999,997.79 | |||||||
The Pyramid Peak Foundation(1) | 565,291 | 339,174 | 4,999,998.90 | |||||||
Jack W. Schuler(1) | 226,116 | 135,669 | 1,999,996.02 | |||||||
Amzak Health Investors, LLC(2)(3) | 847,936 | 508,761 | 7,499,993.92 | |||||||
Aisling Capital IV LP(2) | 847,936 | 508,761 | 7,499,993.92 | |||||||
Boxer Capital, LLC | 565,291 | 339,174 | 4,999,998.90 |
The Board of Directors appointed a Special Committee of the Board of Directors consisting of disinterested and independent directors (Mr. Glass, and Drs. Carter, Robinson and Neil) to review and evaluate the private placement and any other alternative transaction to the private placement, and delegated to the Special Committee the exclusive power and authority to consider, negotiate, disapprove or approve the private placement, which the Special Committee ultimately determined to approve. Likewise, as a result of the participation of related parties in the private placement, the private placement was reviewed and pre-approved by the Audit Committee in accordance with our related party transactions policy.
October 2016 Registered Direct Offering of Common Stock. In October 2016, we sold an aggregate of 1,728,395 shares of our common stock in a registered direct offering at a purchaseexercise price of $8.10each outstanding stock option held by our named executive officers that was outstanding as of October 2, 2023 (vested or unvested) was reduced to $6.20 per share, which was the consolidated closing bidstock price of our common stock on October 11, 2016
Table of Contentsthat date (the “Repriced Options”).
(as adjusted to give effect to the Reverse Stock Split), the date that we entered into the definitive purchase agreements with the investors in the registered direct offering. The investors in the registered direct offering consisted of the following "related parties," each of which was an executive officer, director and/or greater than 5% stockholder immediatelyIf, prior to the registered direct offering:
Investor | Shares Purchased | Aggregate Share Purchase Price ($) | |||||
---|---|---|---|---|---|---|---|
J.R. Hyde III | 771,604 | 6,249,999.69 | |||||
The Pyramid Peak Foundation | 771,604 | 6,249,999.69 | |||||
Jack W. Schuler | 123,456 | 999,999.27 | |||||
Formanek Investment Trust | 37,037 | 299,999.70 | |||||
Robert J. Wills | 12,345 | 99,999.36 | |||||
Marc S. Hanover | 12,345 | 99,999.36 |
Premium End Date (as defined below), a Repriced Option is exercised or an employee’s employment terminates, the employee will be required to pay the original exercise price per share with respect to any exercised Repriced Option. The share information provided“Premium End Date” means the earliest of: (i) October 2, 2024 (for Repriced Options granted on or before October 2, 2021) or April 2, 2025 (for Repriced Options granted on or after October 3, 2021); (ii) the date of a change in control; or (iii) the employee’s death or disability. Except for the reduction in the exercise prices of the Repriced Options as described above, table has been retroactively adjustedthe Repriced Options retain their existing terms as set forth in the 2019 Plan and the applicable award agreements.
Our board of directors concluded that the Option Repricing is in the best interests of the company, as the Repriced Options provide added incentives to give effectretain and motivate key contributors of the company, without incurring the dilution resulting from significant additional equity grants to our employees or significant additional cash expenditures resulting from additional cash compensation.
Dr. Breitmeyer holds a total of 116,381 Repriced Options with original exercise prices ranging from $19.20 to $141.00. Dr. Yazji holds a total of 35,573 Repriced Options with original exercise prices ranging from $19.20 to $106.00. Mr. Vincent holds a total of 36,921 Repriced Options with original exercise prices ranging from $19.20 to $141.00.
Retirement Plans
We currently maintain a 401(k) retirement savings plan that allows eligible employees to defer a portion of their compensation, within limits prescribed by the Internal Revenue Code, on a pre-tax or after-tax basis through contributions to the Reverseplan. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees generally. In 2023, we matched contributions made by participants in the 401(k) plan up to 50% up to 8.0% of eligible compensation. We believe that providing a vehicle for retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.
Employee Benefits and Perquisites
Our named executive officers are eligible to participate in our health and welfare plans to the same extent as all full-time employees generally.
We also provide our named executive officers with term life insurance and disability insurance at our expense as we do for all of our full-time employees. We do not provide our named executive officers with any other significant perquisites or other personal benefits.
Change in Control Benefits
Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with a change in control of our company. The employment agreements with our named executive officers entitle them to accelerated vesting of certain outstanding equity awards upon a change in control of our company, as described above under “Employment Agreements” and “Compensation Reduction and Retention Arrangements.”
Compensation Recovery Policy
We have adopted a compensation recovery policy that requires the recovery of certain erroneously paid incentive compensation received by our current and former executive on or after October 2, 2023 in the event of a restatement of our financial statements, as required by new SEC rules and Nasdaq Stock Split.Market Listing Standards implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act.
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The Board of Directors appointed a Special Committee
Pay Versus Performance
As required by Section 953(a) of the BoardDodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Directors consistingRegulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of disinterestedthe Company.
The following table shows the total compensation for our PEO, and independent directors (Mr. Glass,on an average basis, our other NEOs, for the past two fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our PEO, and Drs. Carter, Robinsonon an average basis, our other NEOs (in each case, as determined under SEC rules), our total shareholder return (TSR) and Neil)our net income (loss).
Fiscal Year |
| Summary Compensation Table for PEO (1) |
|
| Compensation Actually Paid to PEO (2) |
|
| Average Summary Compensation Table Total for non-PEO NEOs (3) |
|
| Average Compensation Actually Paid to non-PEO NEOs (2) |
|
| Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) |
|
| Net Income (Loss) (000's) |
| ||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
2023 |
| $ | 1,623,074 |
|
| $ | 922,386 |
|
| $ | 875,801 |
|
| $ | 656,179 |
|
| $ | 10.94 |
|
| $ | (39,479 | ) |
2022 |
| $ | 2,446,248 |
|
| $ | 1,021,560 |
|
| $ | 996,144 |
|
| $ | 481,049 |
|
| $ | 20.41 |
|
| $ | (44,170 | ) |
2021 |
| $ | 4,680,675 |
|
| $ | 1,792,313 |
|
| $ | 1,998,246 |
|
| $ | 893,453 |
|
| $ | 46.33 |
|
| $ | (31,333 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The dollar amounts are the amounts of total compensation reported for Dr. Breitmeyer (Chief Executive Officer and Principal Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to review and evaluateour Summary Compensation Table on page 33.
(2) The dollar amounts represent the registered direct offering and any other alternative transactionamount of “compensation actually paid”, as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the registered direct offering, and delegated toapplicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the Special Committeetable below. The following table details these adjustments:
|
| SCT |
| Grant Date Value of New Awards |
| Increase based on Incremental Fair Value of Options Modified during Applicable FY |
| Year End Value of New Awards |
| Change in Value of Outstanding and Unvested Awards Granted in Prior Fiscal Years |
| Change in Value of Vested Awards Granted in Prior Fiscal Years |
| Fair Value of Vested Awards Granted and Vested in Current Fiscal Year |
| Fair Value at Start of Fiscal Year of Awards that Failed 'to Meet Vesting Conditions |
| Total Equity Award Adjustments |
| CAP |
| ||||||||||
Fiscal Year | Executives | (a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
| (i)=(d)+(e)+(f)+(g)+(h) |
| (j) = (a)-(b)-(c)+(i) |
| ||||||||||
2023 | PEO | $ | 1,623,074 |
| $ | 503,675 |
| $ | 238,044 |
| $ | 291,492 |
| $ | (180,592 | ) | $ | (195,912 | ) | $ | 126,043 |
| $ | — |
| $ | 41,031 |
| $ | 922,386 |
|
| NEO Average | $ | 875,801 |
| $ | 171,728 |
| $ | 78,389 |
| $ | 99,759 |
| $ | (50,183 | ) | $ | (66,748 | ) | $ | 47,667 |
| $ | — |
| $ | 30,495 |
| $ | 656,179 |
|
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(3) The dollar amounts are the average amounts of total compensation reported for the other NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to our Summary Compensation Table on page 24. For 2022 and 2023, the other NEOs were:
2023 | 2022 | 2021 |
Salim Yazji, M.D. | Salim Yazji, M.D. | Salim Yazji, M.D. |
Richard G. Vincent | Gunnar F. Kaufmann, Ph.D. | Richard G. Vincent |
(4) TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2020. We have not paid dividends on our common stock.
Narrative Disclosure to Pay Versus Performance Table
Relationship Between Financial Performance Measures
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, and (ii) our net income (loss), in each case, for the fiscal years ended December 31, 2021, 2022, and 2023.
29
30
Outstanding Equity Awards at December 31, 2023
The following table sets forth specified information concerning outstanding equity incentive plan awards for each of the named executive officers outstanding as of December 31, 2023.
| Option Awards |
| Stock Awards |
| ||||||||||||||||||||||||||
Name |
| Grant Date |
|
| Number of |
|
| Number of |
|
| Equity |
|
| Option |
|
| Option |
|
| Number of |
|
| Market Value of Shares or Units of Stock that Have Not Vested |
| ||||||
James B. Breitmeyer, M.D., Ph.D. |
| 9/1/2015 | (2) |
|
| 5,870 |
|
|
| — |
|
|
| — |
|
|
| 13.60 |
|
| 9/1/2025 |
|
|
|
|
|
|
| ||
| 11/15/2018 | (3) |
|
| 7,384 |
|
|
| — |
|
|
| 1,055 |
|
|
| 16.20 |
|
| 11/15/2028 |
|
|
|
|
|
|
| |||
| 9/12/2019 | (2) |
|
| 5,000 |
|
|
| — |
|
|
| — |
|
|
| 6.20 |
|
| 9/12/2029 |
|
|
|
|
|
|
| |||
| 3/17/2020 | (2) |
|
| 3,344 |
|
|
| — |
|
|
| — |
|
|
| 6.20 |
|
| 3/17/2030 |
|
|
|
|
|
|
| |||
| 2/11/2021 | (4) |
|
| 26,562 |
|
|
| 10,938 |
|
|
| — |
|
|
| 6.20 |
|
| 2/11/2031 |
|
|
|
|
|
|
| |||
|
| 1/3/2022 | (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,606 |
|
|
| 17,345 |
| ||||
|
| 1/20/2022 | (4) |
|
| 15,261 |
|
|
| 16,589 |
|
|
| — |
|
|
| 6.20 |
|
| 1/20/2032 |
|
|
|
|
|
|
| ||
|
| 7/28/2022 | (7) |
|
| 3,094 |
|
|
| 3,093 |
|
|
| — |
|
|
| 6.20 |
|
| 7/28/2032 |
|
|
|
|
|
|
| ||
|
| 7/28/2022 | (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,640 |
|
|
| 50,112 |
| ||||
|
| 2/21/2023 | (4) |
|
| — |
|
|
| 32,500 |
|
|
| — |
|
|
| 6.20 |
|
| 2/21/2033 |
|
|
|
|
|
|
| ||
Salim Yazji, M.D. |
| 5/17/2021 | (4) |
|
| 2,280 |
|
|
| 1,250 |
|
|
| — |
|
|
| 106.00 |
|
| 1/20/2032 |
|
|
|
|
|
|
| ||
|
| 5/17/2021 | (4) |
|
| 11,444 |
|
|
| 6,276 |
|
|
| — |
|
|
| 6.20 |
|
| 5/17/2031 |
|
|
|
|
|
|
| ||
|
| 1/3/2022 | (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 713 |
|
|
| 7,700 |
| ||||
| 1/20/2022 | (4) |
|
| 2,205 |
|
|
| 2,398 |
|
|
| — |
|
|
| 6.20 |
|
| 1/20/2032 |
|
|
|
|
|
|
| |||
| 7/28/2022 | (7) |
|
| 1,375 |
|
|
| 1,375 |
|
|
| — |
|
|
| 6.20 |
|
| 1/20/2032 |
|
|
|
|
|
|
| |||
|
| 7/28/2022 | (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,062 |
|
|
| 22,270 |
| ||||
|
| 2/21/2023 | (4) |
|
| — |
|
|
| 10,500 |
|
|
| — |
|
|
| 6.20 |
|
| 2/21/2033 |
|
|
|
|
|
|
| ||
|
| 10/2/2023 | (4) |
|
| 2,279 |
|
|
| 1,251 |
|
|
| — |
|
|
| 6.20 |
|
| 10/2/2033 |
|
|
|
|
|
|
| ||
Richard G. Vincent |
| 11/15/2018 | (2) |
|
| 3,669 |
|
|
| — |
|
|
| — |
|
|
| 16.20 |
|
| 11/15/2028 |
|
|
|
|
|
|
| ||
|
| 9/12/2019 | (2) |
|
| 3,750 |
|
|
| — |
|
|
| — |
|
|
| 6.20 |
|
| 9/5/2029 |
|
|
|
|
|
|
| ||
|
| 3/17/2020 | (2) |
|
| 1,756 |
|
|
| — |
|
|
| — |
|
|
| 6.20 |
|
| 3/17/2030 |
|
|
|
|
|
|
| ||
| 2/11/2021 | (4) |
|
| 9,916 |
|
|
| 4,084 |
|
|
| — |
|
|
| 6.20 |
|
| 2/11/2031 |
|
|
|
|
|
|
| |||
| 1/3/2022 | (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 373 |
|
|
| 4,028 |
| |||||
|
| 1/20/2022 | (4) |
|
| 2,625 |
|
|
| 2,853 |
|
|
| — |
|
|
| 6.20 |
|
| 1/20/2032 |
|
|
|
|
|
|
| ||
| 7/28/2022 | (7) |
|
| 719 |
|
|
| 718 |
|
|
| — |
|
|
| 6.20 |
|
| 7/28/2032 |
|
|
|
|
|
|
| |||
|
| 7/28/2022 | (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,078 |
|
|
| 11,642 |
| ||||
| 2/21/2023 | (4) |
|
| — |
|
|
| 10,500 |
|
|
| — |
|
|
| 6.20 |
|
| 2/21/2033 |
|
|
|
|
|
|
|
(1) | All vesting is subject to the recipient’s continued service through the applicable vesting date and are subject to accelerated vesting in certain circumstances. For additional discussion, please see “Employment Agreements” and “Change in Control Benefits” above. The exercise price of the Repriced Options is reflected in the table above after giving effect to the Option Repricing. | |
(2) | The options are vested and exercisable in full. | |
(3) | 7,384 options vested upon the achievement of milestones through February 2023, and 1,055 options shall vest on completion of the Phase 1 study for ROR1 CAR-T, subject to Dr. Breitmeyer's continuous service with us through such date. | |
(4) | The shares subject to the stock options vest as follows: 25% of the shares on the first anniversary of the date of grant and the remainder in equal monthly installments over the 36 months thereafter. | |
(5) | Represents restricted stock units, which vested in full in January 2024. |
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(6) | Market value is based on the closing price of our common stock on the last trading day of the fiscal year, which was $10.80 per share. | |
(7) | The shares subject to the stock options vested as follows: 50% of the shares on July 3, 2023 and the remainder on January 3, 2024. |
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes securities available under our equity compensation plans as of December 31, 2023.
| Equity Compensation Plan Information | |||||||||||||||||||
Plan category |
| Number of securities to be |
| Weighted-average |
|
| Number of securities remaining | |||||||||||||
|
| (a) |
|
|
| (b) |
|
| (c) |
|
| |||||||||
Equity compensation plans approved by |
| Options |
|
| 470,438 |
| (1) |
|
|
| $ | 13.03 |
|
|
|
|
| 32,544 |
| (2) |
Equity compensation plans approved by |
| RSUs |
|
| 18,557 |
| (1) |
|
|
| $ | — |
|
|
|
|
| — |
|
|
Equity compensation plans not |
| Options |
|
| 77,365 |
| (3) |
|
|
| $ | 30.26 |
|
|
|
|
| 62,365 |
| (4) |
(1) | Represents shares of our common stock underlying stock options and RSUs granted under the 2019 Plan and the 2015 Equity Incentive Plan of Private Oncternal, which we assumed in connection with the Merger. | |
(2) | Represents shares remaining available for issuance under the 2019 Plan. | |
(3) | Represents shares of our common stock underlying stock options granted under the Inducement Plan. | |
(4) | Represents shares remaining available for issuance under the Inducement Plan. The material features of our Inducement Plan are more fully described in Note 7 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024. |
The following is a description of transactions since January 1, 2022 to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unaffiliated third parties.
Director and Executive Officer Compensation
Please see “Proposal 1—Director Compensation” for additional information regarding compensation of our directors. Please see “Executive Compensation and Other Information” for additional information regarding compensation of our executive officers.
Employment Agreements
We have entered into employment agreements with our executive officers. For more information regarding these agreements, see “Executive Compensation and Other Information—Narrative Disclosure to Summary Compensation Table—Employment Agreements.”
Indemnification Agreements
Our Restated Certificate of Incorporation and our amended and restated bylaws provide that we shall have the power to indemnify our employees and agents to the fullest extent permitted by law. We have entered into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our Restated Certificate of Incorporation and amended and restated bylaws. These agreements, among other things, require us or will require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by Delaware law, including
32
indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
Compensation of Mary Breitmeyer
During 2022 and 2023, Mary Breitmeyer, who is Dr. Breitmeyer’s spouse, served as an employee and received total cash compensation of $260,000 and $280,800, respectively. In January 2022, July 2022, and February 2023, Ms. Breitmeyer received options to purchase 8,250, 625, and 3,250 shares of our common stock, respectively, at exercise prices of $38.80, $20.80, and $19.20 respectively. In addition, a total of 13,675 of Ms. Breitmeyer’s options, including the foregoing, were repriced from their original exercise prices ranging from $19.20 to $149.60. Please see “Executive Compensation and Other Information—Narrative Disclosure to Summary Compensation Table—Executive Compensation Elements—Options Repricing” for additional information regarding the repricing. In January and July 2022, Ms. Breitmeyer received RSUs representing the right to receive 324 and 937 shares of our common stock.
Arrangements with SPH USA
Effective in September 2019, we and SPH USA entered into a Materials Supply and Services Agreement (“SPH USA Services Agreement”), pursuant to which we and SPH USA may execute one or more statements of work for the transfer to SPH USA of key reagents and other materials, and for the supply of certain services by us to SPH USA, as contemplated under and in furtherance of the License and Development Agreement between us and SPH USA effective as of November 2018. As of December 31, 2023 and 2022, the Company had $0.1 million and none in amounts receivable from SPH USA related to statements of work.
In November 2018, Private Oncternal entered into a license and development agreement the (“SPH USA License Agreement”) with SPH USA, under which Private Oncternal granted rights to manufacture, develop, market, distribute and sell in the People’s Republic of China, Hong Kong, Macau, and Taiwan (the “SPH USA Territory”) Private Oncternal’s product candidates under the its license agreement with Georgetown University (the “Georgetown License Agreement”) and its license agreement with the University of California San Diego (the “UC San Diego License”). Under the SPH USA License Agreement, SPH USA is solely responsible for all pre-clinical and clinical development activities specific to obtaining regulatory approval for such product candidates in the SPH USA Territory, any third-party license milestone or royalty payments owed under the Georgetown License Agreement and the UC San Diego License Agreement and paying Oncternal a low single digit royalty on net sales of licensed products in the SPH USA Territory. The SPH USA License Agreement will expire on a licensed product-by-licensed product and country/region-by-country/region basis on the later of 10 years from the date of first commercial sale or when there is no longer a valid patent claim covering such licensed product in such country/region.
Xin Nakanishi, Ph.D. is a member of our board of directors and is affiliated with Shanghai Pharmaceuticals Holding Co., Ltd., a joint stock company incorporated in the People’s Republic of China with limited liability (“SPH”). Additionally, Yanjun Liu, M.D., Ph.D., Man Cho, and Jinzhu Chen previously served as members of our board of directors until December 17, 2019, May 25, 2021, and December 23, 2022, respectively, and each is also affiliated with SPH. Dr. Liu and Dr. Nakanishi also served as members of Private Oncternal’s board of directors prior to the Merger and were SPH USA’s designees to the Oncternal board of directors in connection with the Merger. SPH USA is the wholly owned subsidiary of SPH and holds more than 5% of Oncternal’s outstanding common stock. For more information about SPH’s beneficial ownership of Oncternal common stock see the section entitled “Security Ownership of Certain Beneficial Owners and Management.”
Policies and Procedures for Related Party Transactions
Pursuant to our audit committee charter, our audit committee is responsible for reviewing and approving all transactions with related parties which are required to be reported under applicable SEC regulations, other than compensation-related matters. We have adopted a written procedure for review of, or standards for approval of, these transactions by our audit committee.
33
STOCKHOLDER PROPOSALS
Stockholders of Oncternal may submit proposals on matters appropriate for stockholder action at meetings of Oncternal’s stockholders in accordance with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in Oncternal’s proxy materials relating to the 2025 Annual Meeting of Stockholders, all applicable requirements of Rule 14a-8 must be satisfied, and such proposals must be received at our executive offices no later than December 31, 2024. However, if our 2025 Annual Meeting of Stockholders is not held between May 21, 2025 and July 20, 2025, then the deadline will be a reasonable time prior to the time we begin to print and send our proxy materials. All such proposals must comply with all applicable requirements of Rule 14a-8 and be sent to Oncternal Therapeutics, Inc., 12230 El Camino Real, Suite 230, San Diego, CA 92130, Attention: Corporate Secretary.
Pursuant to our amended and restated bylaws (“bylaws”), stockholders wishing to submit director nominations or other stockholder proposals, except in the registered direct offering,case of proposals made in accordance with Rule 14a-8, must, in addition to complying with applicable laws and regulations and the registered direct offering was reviewedrequirements of our bylaws, provide timely notice thereof in writing to our Corporate Secretary. To be timely for the 2025 Annual Meeting of Stockholders, you must notify our Corporate Secretary, in writing, not later than the close of business on December 31, 2024, nor earlier than the close of business on December 31, 2024. However, if we do not hold our 2025 Annual Meeting of Stockholders between May 21, 2025 and pre-approvedJuly 20, 2025, such notice by the Audit Committeestockholder will be timely if it is delivered not earlier than the close of business on the 120th day prior to the 2025 Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to the 2025 Annual Meeting of Stockholders or the 10th day following the day on which public announcement of the date of such meeting is first made. We also advise you to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 21, 2025, which is 60 days prior to the one-year anniversary of the date of the 2024 Annual Meeting. A stockholder's notice to our Corporate Secretary must set forth the information required by our bylaws with respect to each director nominee or proposal the stockholder proposes to bring before the annual meeting. The chairman of the 2025 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. A copy of our bylaws may be obtained by writing to Oncternal Therapeutics, Inc., 12230 El Camino Real, Suite 230, San Diego, CA 92130, Attention: Corporate Secretary. If a stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our related party transactions policy.best judgment on any such stockholder proposal or nomination.
ANNUAL REPORT
Indemnity Agreements
GTx has entered into indemnity agreements with eachAny person who was a beneficial owner of its current directorsour common stock on April 22, 2024 (the record date for our 2024 Annual Meeting) may request a copy of our annual report on Form 10-K, and certainit will be furnished without charge upon receipt of its executive officersa written request identifying the person so requesting a report as a stockholder of our Company at such date. Requests should be directed to give such directorsOncternal Therapeutics, Inc., 12230 El Camino Real, Suite 230, San Diego, California 92130; Attention: Corporate Secretary. Our annual report on Form 10-K does not constitute, and officers additional contractual assurances regarding the scope of the indemnification set forth in GTx's charter and bylaws and to provide additional procedural protections.
The Board of Directors, at the time of the preparationshould not be considered, a part of this proxy solicitation material.
Stockholders Sharing the Same Address: The rules promulgated by the SEC permit companies, brokers, banks or other intermediaries to deliver a single copy of a proxy statement knowsand annual report to households at which two or more stockholders reside. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources. Stockholders sharing an address who have been previously notified by their broker, bank or other intermediary and have consented to householding will receive only one copy of noour proxy statement and annual report. If you would like to opt out of this practice for future mailings and receive separate proxy statements and annual reports for each stockholder sharing the same address, please contact your broker, bank or other intermediary. You may also obtain a separate proxy statement or annual report without charge by sending a written request to Oncternal Therapeutics, Inc., 12230 El Camino Real, Suite 230, San Diego, California 92130; Attention: Corporate Secretary, or by calling (858) 434-1113. We will send additional copies of the proxy statement or annual report upon receipt of such request. Stockholders sharing an address that are receiving multiple copies of the proxy statement or annual report can request delivery of a single copy of the proxy statement or annual report by contacting their broker, bank or other intermediary or sending a written request to Oncternal Therapeutics, Inc. at the address above or by calling (858) 434-1113.
34
OTHER MATTERS
We do not know of any business to comeother than that described in this proxy statement that will be presented for consideration or action by the stockholders at the annual meeting. If, however, any other business is properly brought before the meeting, other than that referred to herein. If any other business should properly come beforeshares represented by proxies will be voted in accordance with the meeting,best judgment of the persons named in the proxies or their substitutes. All stockholders are urged to complete, sign and return the accompanying proxy card in the enclosed proxy will have discretionary authority to vote all proxies in accordance with his best judgment.envelope.
By Order of the Board of Directors | ||
/s/ James B. Breitmeyer, M.D., Ph.D. | ||
James B. Breitmeyer, M.D., Ph.D. | ||
President, Chief |
Memphis, TennesseeMarch 23, 2018
San Diego, California
April 26, 2024
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. Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the
ONCTERNAL therapeutics P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Scan QR for digital voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Daylight Time, on May 8, 2018. Vote by Internet • Go to www.envisionreports.com/GTXI • Or scan the QR code with your smartphone; and • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the instructions provided by the recorded message. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR both of the nominees listed in Proposal No. 1 and FOR Proposal No. 2. Proposal No. 1: To elect the two nominees for Class II director named below to serve until the 2021Oncternal Therapeutics, Inc. Annual Meeting of Stockholders and until their successors have been duly elected and qualified. + For Withhold For Withhold 01 - J. Kenneth Glass 02 - Robert J. Wills ForAgainst Abstain Proposal No. 2: To ratifyThursday, June 20, 2024 7:30 AM, Pacific Time Annual Meeting to be held live via the appointment of Ernst & Young LLP as GTx’s independent registered public accounting firmInternet. Please visit www.proxydocs.com/ONCT for the fiscal year ending December 31, 2018. B Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you planmore details. You must register to attend the Annual Meeting. C Authorized Signatures —meeting online and/or participate at www.proxydocs.com/ONCT For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/ONCT To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 02SYFB Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION
. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — GTx, Inc. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GTX, INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2018. The undersigned hereby appoints Henry P. Doggrell and Jason T. Shackelford, and each of them, as attorneys and proxiescommunication presents only an overview of the undersigned, with full power of substitution,more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the shares of stock of GTx, Inc. thatimportant information contained in the undersigned may be entitled to vote at the Annual Meeting of Stockholders of GTx, Inc.proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be held atdelivered in paper. Proxy materials can be distributed by making them available on the Toyota Center, 175 Toyota Plaza, Memphis, Tennessee 38103, on Wednesday, May 9, 2018 at 1:30 p.m. Central Daylight Time, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respectinternet. If you want to receive a paper or e-mail copy of the following mattersproxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year's meeting, you must make this request on or before June 10, 2024. Meeting Materials: Notice of Meeting and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting. UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR BOTH OF THE NOMINEES LISTED IN PROPOSAL NO. 1 AND FOR PROPOSAL NO. 2, AS MORE SPECIFICALLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. IN THEIR DISCRETION, THE PROXIES OF THE UNDERSIGNED ARE AUTHORIZED TO VOTE UPON ANY AND ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. THANK YOU FOR VOTING (Items to be voted appear on reverse side.)Proxy Statement & Annual Report or Form 10-K Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting To Be Held On June 20, 2024 For Stockholders of record as of April 22, 2024 To order paper materials, use one of the following methods. Internet: www.investorelections.com/ONCT Call: 1-866-648-8133 Email: paper@investorelections.com *If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. SEE REVERSE FOR FULL AGENDA Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved
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ONCTERNAL therapeutics Oncternal Therapeutics, Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ALL DIRECTOR NOMINEES AND FOR PROPGSALS 2 AND 3 PROPOSAL 1. To elect two directors for a three-year term to be Held on May 9, 2018expire at the Toyota Center, 175 Toyota Plaza, Memphis, Tennessee 38103. The proxy statement and2027 annual report to stockholders are available at www.edocumentview.com/GTXI.
. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Boardmeeting of Directors recommends a vote FOR bothstockholders; 1.01 Jill DeSimone 1.02 Robert J. Will, Ph.D. 2 Ratification of the nominees listed in Proposal No. 1 and FOR Proposal No. 2. Proposal No. 1: To elect the two nominees for Class II director named below to serve until the 2021 Annual Meetingappoingment of Stockholders and until their successors have been duly elected and qualified. + For Withhold For Withhold 01 - J. Kenneth Glass 02 - Robert J. Wills ForAgainst Abstain Proposal No. 2: To ratify the appointment of Ernst & Young LLPBDO USA, P.C. as GTx’sour independent registered public accounting firmaccountants for the fiscal year ending December 31, 2018. B Authorized Signatures — This section must2024; 3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and 4 To transact such other business as may be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian,properly brought before the meeting or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 02SYGB Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATIONany adjournment or postponement thereat.
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. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — GTx, Inc. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GTX, INC. FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2018. The undersigned hereby appoints Henry P. Doggrell and Jason T. Shackelford, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of GTx, Inc. that the undersigned may be entitled to vote at the Annual Meeting of Stockholders of GTx, Inc. to be held at the Toyota Center, 175 Toyota Plaza, Memphis, Tennessee 38103, on Wednesday, May 9, 2018 at 1:30 p.m. Central Daylight Time, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting. UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR BOTH OF THE NOMINEES LISTED IN PROPOSAL NO. 1 AND FOR PROPOSAL NO. 2, AS MORE SPECIFICALLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. IN THEIR DISCRETION, THE PROXIES OF THE UNDERSIGNED ARE AUTHORIZED TO VOTE UPON ANY AND ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. THANK YOU FOR VOTING (Items to be voted appear on reverse side.) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 9, 2018 at the Toyota Center, 175 Toyota Plaza, Memphis, Tennessee 38103. The proxy statement and annual report to stockholders are available at www.edocumentview.com/GTXI.