UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF 20192022 ANNUAL MEETING OF STOCKHOLDERS
To be held May 22, 201912, 2022
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Cambridge, MassachusettsApril 12, 2019
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CORPORATE GOVERNANCE
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REPORT OF THE AUDIT COMMITTEE | | | | | | | |
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PROXY STATEMENT
FOR THE 20192022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 201912, 2022
We are an "emerging growth company" under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an "emerging growth company" until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering in June 2018; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.07 billion; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.
March 30, 2022.
This proxy statement and our Annual Report on Form 10-K are
available for viewing, printing and downloading atwww.proxyvote.com.
15, 2022.
How do I vote?
If
By Proxy
If you do not wish to vote in person or will not be attendingattend the Annual Meeting online, you mayare encouraged to vote ahead of the meeting by proxy. You can vote by proxy over the Internet or by telephone by following the instructions provided in the Notice, or, if you requested printed copies of the proxy materials by mail, you can vote by mailing your proxy as described in the proxy materials. In order to be counted, proxies submitted by Internet or telephone must be received by the cutoff time of 11:59 p.m. Eastern Time on May 21, 2019.11, 2022. Proxies submitted by mail must be received before the start of the Annual Meeting.
You
To be elected,
Proposal No. 1.
and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs.
made.
2024.
Name | | | Positions and Offices Held with Rubius | | | Director Since | | | Age | | ||||||
David R. Epstein | | | Director(1) | | | | | 2017 | | | | | | 60 | | |
Natalie Holles | | | Director(2)(3) | | | | | 2019 | | | | | | 49 | | |
Anne Prener, M.D., Ph.D. | | | Director(1)(3) | | | | | 2019 | | | | | | 64 | | |
Name | Positions and Offices Held with Rubius | Director Since | Age | |||
---|---|---|---|---|---|---|
David R. Epstein | Director | 2017 | 57 | |||
Natalie Holles | Director | 2019 | 46 | |||
Robert S. Langer, Sc.D. | Director | 2014 | 70 |
Natalie Holles, has served as a member of our board of directors since March 2019. SinceMs. Holles currently serves as Chief Executive Officer of Third Harmonic Bio, Inc., a biotechnology company. Prior to joining Third Harmonic Bio, Ms. Holles served as President and Chief Executive Officer of Audentes Therapeutics, Inc., a biotechnology company, from January 2020 to March 2021. From May 2018 until January 2020, Ms. Holles has served as President and Chief Operating Officer of Audentes Therapeutics, Inc. and from August 2015 tountil May 2018, Ms. Holles served as Senior Vice President and Chief Operating Officer.Officer of Audentes Therapeutics, Inc. Previously, Ms. Holles served as Senior Vice President, Corporate Development at Hyperion Therapeutics, Inc., a rare disease pharmaceutical company, from June 2013 through its acquisition by Horizon Pharma, plc in May 2015. From August 2012 until June 2013, Ms. Holles served as the Executive Vice President, Corporate Development at Immune Design, Inc., an immunotherapy company, and from December 2010 to June 2013, Ms. Holles served as an independent life sciences corporate development consultant. Earlier in her career, Ms. Holles served as the Vice President, Business Development at KAI Pharmaceuticals, Inc. and previously held corporate development and commercial roles at InterMune, Inc. and Genentech, Inc. Ms. Holles currently serves on the board of directors of Day One Biopharmaceuticals, Inc. (Nasdaq: DAWN). From December 2020 to August 2021, Ms. Holles served on the board of directors of Allakos Inc. (Nasdaq: ALLK). Ms. Holles holds an A.B. from Stanford University and an M.A. from the University of Colorado, Boulder. We believe that Ms. Holles'Holles’ experience with pharmaceutical companies and her executive leadership, managerial and business experience qualifiesqualify her to serve on our board of directors.
Directors Continuing in Office
Name | | | Positions and Offices Held with Rubius | | | Director Since | | | Class and Year in Which Term Will Expire | | | Age | | ||||||
Noubar B. Afeyan, Ph.D. | | | Director(3)(4) | | | | | 2013 | | | | Class II – 2023 | | | | | 59 | | |
Michael Rosenblatt, M.D. | | | Director(2)(4) | | | | | 2014 | | | | Class II – 2023 | | | | | 74 | | |
Catherine A. Sohn, Pharm.D. | | | Director(1)(3) | | | | | 2018 | | | | Class II – 2023 | | | | | 69 | | |
Pablo J. Cagnoni, M.D. | | | Director, President and Chief Executive Officer | | | | | 2018 | | | | Class III – 2024 | | | | | 59 | | |
Francis Cuss, M.B., B. Chir., FRCP | | | Director(3)(4) | | | | | 2018 | | | | Class III – 2024 | | | | | 67 | | |
Sir Jonathan R. Symonds, CBE | | | Director(1) | | | | | 2018 | | | | Class III – 2024 | | | | | 63 | | |
Name | Positions and Offices Held with Rubius | Director Since | Class and Year in Which Term Will Expire | Age | ||||
---|---|---|---|---|---|---|---|---|
Noubar B. Afeyan, Ph.D. | Director | 2013 | Class II—2020 | 56 | ||||
Michael Rosenblatt, M.D. | Director | 2014 | Class II—2020 | 71 | ||||
Catherine A. Sohn, Pharm.D. | Director | 2018 | Class II—2020 | 66 | ||||
Pablo J. Cagnoni, M.D. | Director, Chief Executive Officer | 2018 | Class III—2021 | 56 | ||||
Francis Cuss, M.D., B. Chir., FRCP | Director | 2018 | Class III—2021 | 64 | ||||
Jonathan R. Symonds, CBE | Director | 2018 | Class III—2021 | 60 |
Dr. Sohn is qualified to serve on our board of directors because of her experience with product development, strategic marketing and business development transactions in the pharmaceutical industry.
in each case except as specifically identified above or as noted in the following sentence, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. As indicated above, Drs. Afeyan and Rosenblatt and Mr. Epstein are affiliated with our principal stockholder, the Flagship Pioneering Funds, and certain of the companies identified above where our directors currently, or have in the past, served as either directors or officers are also affiliated with Flagship Pioneering. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.
Name | | | Position Held with Rubius | | | Officer Since | | | Age | | ||||||
Jose Carmona | | | Chief Financial Officer | | | | | 2020 | | | | | | 50 | | |
Dannielle Appelhans | | | Chief Operating Officer | | | | | 2021 | | | | | | 39 | | |
Maiken Keson-Brookes | | | Chief Legal Officer and Corporate Secretary | | | | | 2019 | | | | | | 49 | | |
Laurence Turka, M.D. | | | Chief Scientific Officer and Head of Research and Translational Medicine | | | | | 2020 | | | | | | 64 | | |
Name | Position Held with Rubius | Officer Since | Age | |||
---|---|---|---|---|---|---|
Torben Straight Nissen, Ph.D. | President | 2016 | 47 | |||
Andrew M. Oh | Chief Financial Officer | 2017 | 48 | |||
Christopher L. Carpenter, M.D., Ph.D. | Chief Medical Officer | 2017 | 63 |
Torben Straight Nissen, Ph.D.Jose Carmona has served as our PresidentChief Financial Officer since October 2020. Prior to joining our company, Mr. Carmona served as the Chief Financial Officer of Radius Health, Inc., a biopharmaceutical company that is developing and commercializing endocrine therapeutics, from May 2017 to September 2020. Prior to Radius, Mr. Carmona served as the Chief Financial Officer of Innocoll Holdings plc, a pharmaceutical and medical device company, and its predecessor entity, Innocoll AG, from September 2015 to May 2017. Prior to Innocoll, he served as Chief Financial Officer of Alcon Europe, Middle East & Africa, a division of Novartis AG, a pharmaceutical company, from 2013 to 2015 and prior to that he held numerous financial management positions with increasing responsibility at Novartis, as divisional Chief Financial Officer in North America, Latin America and other senior global financial roles, from 2003 to 2013. Mr. Carmona received his B.S. in industrial civil engineering from Universidad Tecnica Federico Santa Maria in Valparaiso, Chile, and his M.B.A. from Columbia Business School in New York City.
Andrew M. Oh has served as our chief financial officer since December 2017. Prior to joining our company, Mr. Oh served as the Co-Founder, Director, Chief Investment Officer and Chief Operating Officer of Leerink Pharmaceutical Investments, a private asset management company focused on investing in public healthcare stocks, from January 2014 to December 2017. From May 2006 to March 2013, Mr. Oh served asnovel therapies targeting the Senior Global Pharmaceutical Analyst at Fidelity Investments and as the Portfolio Manager overseeing the Fidelity Select Pharmaceuticals Portfolio fund. Mr. Oh received an M.B.A. from Northwestern University's Kellogg Schoolmetabolism of Management and a B.A. in Biology from Washington University in St. Louis.
Christopher L. Carpenter, M.D., Ph.D. has served as our chief medical officer since September 2017.immune cells. Prior to Rheos, he was an entrepreneur-in-residence at Third Rock Ventures from May 2016 to February 2018. Before joining our company,venture capital, Dr. Carpenter held various roles at GlaxoSmithKline plc, a pharmaceutical company,Turka spent 30 years working in academia, most recently serving as the Senior Vice PresidentHarold and HeadEllen Danser Professor of Surgery, an appointment that he maintained from 2015 through February 2018, and Professor of Medicine at Harvard Medical School and Massachusetts General Hospital. Since March 2018, Dr. Turka has been the Harold and Ellen Danser Professor of Surgery, Emeritus. Dr. Turka currently serves as a member of the Cancer Epigentics Discovery Performance Unit from November 2013 to August 2017 andboard of directors of the Project Physician leader from April 2011 to November 2013.Federation of Clinical Immunological Societies. Dr. Carpenter holds a Ph.D. in pharmacology and anTurka received his M.D. from the Yale University School of Southern CaliforniaMedicine and a B.S. in biology from Stanford University. Dr. Carpenter completed his residencytrained in internal medicine at University of Texas Southwestern, his hematology/oncology fellowship at Massachusetts GeneralYale-New Haven Hospital and a post-doctoral fellowship in Lewis Cantley's laboratorynephrology at Weill Cornellthe Brigham and Women’s Hospital/Harvard Medical College.School.
The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer.
Rubius' stockholders are being asked to ratify the appointment by the
| | | | | | | 2021 | | | 2020 | | ||||||
| | | | Audit fees(1) | | | | $ | 1,027,500 | | | | | $ | 582,500 | | |
| | | | Audit-related fees | | | | | — | | | | | | — | | |
| | | | Tax fees | | | | | — | | | | | | — | | |
| | | | All other fees(2) | | | | | 3,656 | | | | | | 2,700 | | |
| | | | Total fees | | | | $ | 1,031,156 | | | | | $ | 585,200 | | |
| 2018 | 2017 | |||||
---|---|---|---|---|---|---|---|
Audit fees(1) | $ | 1,598,682 | $ | 308,623 | |||
Audit-related fees | — | — | |||||
Tax fees | — | — | |||||
All other fees(2) | 956 | 956 | |||||
| | | | | | | |
Total fees | $ | 1,599,638 | $ | 309,579 | |||
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12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
RESOLVED, that Rubius’ stockholders approve, on a non-binding, advisory basis, the compensation of Rubius’ named executive officers, as disclosed in this proxy statement, including the “Compensation Discussion and Analysis,” the “Summary Compensation Table” and the other related tables and narrative disclosure.”
and that compensation committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an "independent director"“independent director” if, in the opinion of the listed company'scompany’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not,
company. Mr. Epstein is not an independent director under these rules due to his consulting arrangement with us, as described further under the section captioned “Director Compensation — Chairman Compensation” below.
| | | | Director | | | David R. Epstein | | | Noubar B. Afeyan, Ph.D. | | | Pablo J. Cagnoni, M.D. | | | Francis Cuss, M.B., B.Chir., FRCP | | | Natalie Holles | | | Anne Prener, M.D., Ph.D. | | | Michael Rosenblatt, M.D. | | | Catherine A. Sohn, Pharm. D. | | | Sir Jonathan Symonds, CBE | | |||||||||||||||||||||||||||
| | | | Gender | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Male | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | • | | |
| | | | Female | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | |
| | | | Non-Binary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Demographic | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | African American or Black | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Alaskan Native or Native American | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Asian | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Hispanic or Latinx | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | White | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
| | | | Middle Eastern | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | North African | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Two or More Races or Ethnicities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Supplemental Demographic | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Military Veteran | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | LGBTQ+ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Person with Disability | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Roger Pomerantz,
report of the audit committee is included in this proxy statement under "Report“Report of the Audit Committee."” The audit committee'scommittee’s responsibilities include:
David R. Epstein, Roger Pomerantz,
”
company.
Director Attendance at Annual Meeting of Stockholders
meeting.
employees permits our directors, officers and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company. We require our directors and executives to plan any stock trading in advance through the use of 10b5-1 plans.
https://ir.rubiustx.com/corporate-governance/documents-and-charters.
appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairmanchairperson of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
c/o Rubius Therapeutics, Inc.
, Attention: [Name of Individual Director] c/o Secretary, 399 Binney Street, Suite 300,
Cambridge, Massachusetts 02139United States
You may submit your concern anonymously02139.
security concerns that mitigate against further transmission. A copy of any such written communication may also be forwarded to Rubius'Rubius’ legal counsel and a copy of such communication may be retained for a reasonable period of time. The directorYou may discuss the matter with Rubius' legal counsel, with independent advisors, with non-management directors,submit your concern anonymously or with Rubius' management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.
Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.
confidentially.
| | | | Name | | | Fees Earned In Cash ($)(1) | | | Option Awards ($)(2)(3)(4)(5) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
| | | | Noubar B. Afeyan, Ph.D. | | | | | 44,744 | | | | | | 374,648 | | | | | | — | | | | | | 419,392 | | |
| | | | Francis Cuss, M.B., B.Chir., FRCP | | | | | 52,014 | | | | | | 374,648 | | | | | | — | | | | | | 426,662 | | |
| | | | David R. Epstein | | | | | 495,000 | | | | | | 404,994 | | | | | | — | | | | | | 899,994 | | |
| | | | Natalie Holles | | | | | 50,514 | | | | | | 374,648 | | | | | | — | | | | | | 425,162 | | |
| | | | Anne Prener, M.D., Ph.D. | | | | | 43,014 | | | | | | 374,648 | | | | | | — | | | | | | 417,662 | | |
| | | | Michael Rosenblatt, M.D. | | | | | 47,014 | | | | | | 374,648 | | | | | | — | | | | | | 421,662 | | |
| | | | Catherine A. Sohn, Pharm.D. | | | | | 55,741 | | | | | | 374,648 | | | | | | — | | | | | | 430,389 | | |
| | | | Sir Jonathan R. Symonds, CBE | | | | | 54,014 | | | | | | 374,648 | | | | | | — | | | | | | 428,662 | | |
Name | Fees Paid In Cash ($)(1) | Option Awards ($)(2)(3)(4)(5)(6) | All Other Compensation ($)(7) | Total ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Noubar B. Afeyan, Ph.D. | 21,841 | 377,730 | — | 399,571 | |||||||||
Francis Cuss, M.B., B.Chir., FRCP | 23,297 | 1,088,427 | — | 1,111,724 | |||||||||
Peter Barton Hutt(8) | — | — | — | — | |||||||||
Robert S. Langer, Sc.D. | 16,987 | 377,730 | 50,000 | 444,717 | |||||||||
Harvey Lodish, Ph.D.(8) | — | — | 24,000 | 24,000 | |||||||||
Roger Pomerantz , M.D. | 22,569 | 377,730 | — | 400,299 | |||||||||
Michael Rosenblatt, M.D. | 20,870 | 377,730 | — | 398,600 | |||||||||
Catherine A. Sohn, Pharm.D. | 23,054 | 1,088,427 | — | 1,111,481 | |||||||||
Jonathan R. Symonds, CBE | 24,267 | 1,368,694 | — | 1,392,961 |
| | | | Director | |||||||
| | Number of Underlying Stock Options | | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Noubar B. Afeyan, Ph.D. | | | | 100,000 | | | |
| | | | Francis Cuss, M.B., B.Chir., FRCP | | | | 230,000 | | | |
| | | David R. Epstein | | | | | 2,301,053 | | | |
| | | Natalie Holles | | | | | 100,000 | | | |
| | | | Anne Prener, M.D., Ph.D. | | | | 75,000 | | | |
| | | |||||||||
Michael Rosenblatt, M.D. | | | | 250,000 | | | |||||
| | | | Catherine A. Sohn, Pharm.D. | | | | 230,000 | | | |
| | | | Sir Jonathan R. Symonds, CBE | | | | 270,000 | | |
Non-Employee Director Compensation
| | | | | | | Annual Retainer(1) | | |||
| | | | Board of Directors: | | | | | | | |
| | | | All non-employee members, except Chairman | | | | $ | 40,000 | | |
| | | | Audit Committee: | | | | | | | |
| | | | Members | | | | $ | 7,500 | | |
| | | | Chair | | | | $ | 15,000 | | |
| | | | Compensation and Talent Committee: | | | | | | | |
| | | | Members | | | | $ | 5,000 | | |
| | | | Chair | | | | $ | 10,000 | | |
| | | | Nominating and Corporate Governance Committee: | | | | | | | |
| | | | Members | | | | $ | 4,000 | | |
| | | | Chair | | | | $ | 8,000 | | |
| | | | Science and Technology Committee: | | | | | | | |
| | | | Members | | | | $ | — | | |
| | | | Chair | | | | $ | 8,000 | | |
| Annual Retainer | |||
---|---|---|---|---|
Board of Directors: | ||||
All non-employee members, except chairman | $ | 35,000 | ||
Audit Committee: | ||||
Members | $ | 7,500 | ||
Chairman | $ | 15,000 | ||
Compensation Committee: | ||||
Members | $ | 5,000 | ||
Chairman | $ | 10,000 | ||
Nominating and Corporate Governance Committee: | ||||
Members | $ | 4,000 | ||
Chairman | $ | 8,000 | ||
Science and Technology Committee: | ||||
Chairman | $ | 8,000 | ||
Non-Chairman members | $ | — |
compensation committee and our nominating and corporate governance committee increased to $7,500 and $5,000, respectively, in each case effective February 23, 2022.
Securities Authorizedhis consulting arrangement with us. Pursuant to the terms of the Chairman Agreement, Mr. Epstein serves as Chairman of our board of directors and has agreed to dedicate approximately 50 working days per year to us. As compensation for Issuance under Equity Mr. Epstein’s services, we pay the limited liability company of which Mr. Epstein is the managing member a base retainer of $495,000 per year and Mr. Epstein is granted a stock option each year with a grant date fair value of approximately $405,000, which options are fully vested upon grant. The Chairman Agreement contains non-competition provisions that apply during the term of Mr. Epstein’s service and for one year thereafter.
| | | | TABLE OF CONTENTS | | ||||||
| | | | | | | | 28 | | | |
| | | | Key Features of our Executive Compensation Program | | | | | 30 | | |
| | | | Compensation Philosophy and Objectives | | | | | 31 | | |
| | | | Key Components and Design of the Executive Compensation Program | | | | | 36 | | |
| | | | 2021 Compensation Decisions for our NEOs | | | | | 43 | | |
| | | | | | | | 46 | | |
| | | | Clinical Development | | | • Presented initial clinical data from the single agent solid tumor arm of our ongoing Phase 1/2 clinical trial of RTX-240 • Shared preliminary trafficking data from the first acute myeloid leukemia, or AML, patient in the AML arm of our RTX-240 clinical trial • Began dosing patients in the arm of our RTX-240 clinical trial that is evaluating RTX-240 as a combination therapy with pembrolizumab for the treatment of patients with relapsed/refractory or locally advanced solid tumors • Initiated a Phase 1 clinical trial of RTX-321 for the treatment of advanced HPV 16-positive cancers • Received clearance of an Investigational New Drug, or IND, application for RTX-224 | |
| | | | Financial | | | • Completed a $200 million follow-on equity financing • Renegotiated our $75 million debt facility to extend the interest only and repayment periods by two and a half years | |
| | | | Research & Development | | | • Shared preclinical proof of concept data, demonstrating tolerance induction and the potential for bystander suppression in two stringent type 1 diabetes preclinical models | |
| | | | Manufacturing | | | • Increased cells produced per batch in 50L bioreactors by four times that of 2020, enabling uninterrupted clinical supply for three Phase 1 arms of the RTX-240 clinical trial and for the Phase 1 RTX-321 trial • Introduced frozen drug substance for RTX-321 and RTX-224, potentially enabling inventory storage for more than two years • Achieved greater than 90% lot success rate for RTX-240 and RTX-321 clinical supply • Administered hundreds of doses across all three arms of our RTX-240 Phase 1/2 trial and our RTX-321 Phase 1 trial • Achieved high transduction efficiency, with greater than 90% of cells transduced with therapeutic proteins | |
| | | | What We Do | | | What We Don’t Do | |
| | | | Design executive compensation to align pay with performance | | | No excessive change in control or severance payments | |
| | | | Balance short-term and long-term incentive compensation, with the majority of executive compensation being “at-risk” | | | No “single-trigger” cash or equity change in control benefits | |
| | | | Align annual performance bonus plan for CEO with that of other executives and employees, with 100% of CEO’s bonus based on corporate performance goals approved by the board of directors | | | No health and welfare or retirement benefits that are not available to employees generally | |
| | | | Provide only “double-trigger” change in control benefits | | | No post-termination retirement or defined benefit pension benefits | |
| | | | Prohibit hedging and pledging by executive officers and directors | | | No guaranteed bonuses or base salary increases | |
| | | | Maintain 100% independent directors on the compensation committee | | | No repricing of underwater stock options without prior stockholder approval | |
| | | | Engage an independent compensation consultant who reports directly to the compensation committee | | | No excessive perquisites | |
| | | | Hold regular compensation committee meetings in executive session without management present | | | No tax gross ups on severance or change in control benefits | |
| | | | Effective January 2022, maintain a clawback policy applicable to performance-based executive cash and equity compensation | | | | |
| | | | Require our executives to plan any stock trading in advance through the use of 10b5-1 plans | | | | |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) | Weighted- average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders(1) | 15,142,570 | (2) | $ | 9.10 | 3,286,705 | (3) | ||||
Equity compensation plans not approved by security holders | — | — | — | |||||||
| | | | | | | | | | |
Total | 15,142,570 | $ | 9.10 | 3,286,705 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Alector, Inc. | | | Editas Medicine, Inc. | | | TCR2 Therapeutics Inc. | |
| Allogene Therapeutics, Inc. | | | Homology Medicines, Inc. | | | Translate Bio, Inc. | |
| AnaptysBio, Inc. | | | Intellia Therapeutics, Inc. | | | Voyager Therapeutics, Inc. | |
| AVROBIO, Inc. | | | Precision BioSciences, Inc. | | | Wave Life Sciences Ltd. | |
| Denali Therapeutics Inc. | | | REGENXBIO Inc. | | | Xencor, Inc. | |
| Dicerna Pharmaceuticals, Inc. | | | Sangamo Therapeutics, Inc. | | | | |
| Alector, Inc. | | | Allogene Therapeutics, Inc. | | | AnaptysBio, Inc. | |
| Atara Biotherapeutics, Inc.* | | | Denali Therapeutics Inc. | | | Dicerna Pharmaceuticals, Inc. | |
| Editas Medicine, Inc. | | | Fate Therapeutics, Inc.* | | | IGM Biosciences, Inc.* | |
| Intellia Therapeutics, Inc. | | | Iovance Biotherapeutics, Inc.* | | | Precision BioSciences, Inc. | |
| REGENXBIO Inc. | | | Relay Therapeutics, Inc.* | | | Rocket Pharmaceuticals, Inc.* | |
| Sana Biotechnology, Inc.* | | | Sangamo Therapeutics, Inc. | | | TCR2 Therapeutics Inc. | |
| Xencor, Inc. | | | | | | | |
Our named executive officersNEOs for the year ended December 31, 2018 include our chairman and non-employee consultant (and former principal executive officer), our principal executive officer, our president,2021. Our board of directors and our chiefcompensation committee value the views of our stockholders and will consider the outcome of our say-on-pay proposals and input received from our stockholders on our executive compensation program when making future compensation decisions for our NEOs. Please see the section of this proxy statement titled “Proposal No. 3-Approval, on a Non-Binding, Advisory Basis, of the Compensation of Our Named Executive Officers for the Year Ended December 31, 2021” for additional detail.
| | Component | | | Key Features | | | Objectives | | | Link to Performance and Stockholder Value | | |||
| | Short-Term Cash Compensation | | | Base Salary | | | • Fixed level of cash compensation • No amount is contractually guaranteed | | | Establishes a market competitive and internally appropriate level of fixed cash compensation to provide financial stability and to attract and retain top talent | | | Fixed cash compensation rewards scope of responsibility, experience and individual performance | |
| Performance Bonus Award | | | • Cash compensation under the performance bonus plan • “At-risk” because it is dependent upon achievement of pre- established corporate performance goals and, for executive officers other than our CEO, personal performance objectives | | | Serves as a key compensation vehicle for rewarding annual results, based on performance goals set at the beginning of each year | | | Promotes strong short-term business and clinical results by rewarding value drivers, without creating an incentive to take excessive risk | | ||||
| | Long-Term Equity Incentives | | | Stock Options (~75% in LTI mix) | | | • “At-risk” long-term incentives that realize value through sustained long-term appreciation of our share price • Stock options and RSUs generally vest over a 4-year period subject to executive officer’s continued service with us; stock option exercise prices are equal to the fair market value of our shares on date of grant (i.e., closing price on the Nasdaq Global Select Market) | | | Stock options provide value directly from stock price appreciation and the NEOs do not realize any value from stock options unless our stock price increases over time; strong alignment with stockholder value creation | | | Annual grant level is set based on market assessment and individual performance, while the ultimate vesting value is based on stock price appreciation over time, which links to stockholder value | |
| RSUs (~25% in LTI mix) | | | RSUs provide retention value at grant and further alignment with stockholder value creation as the value of RSUs increases as our stock price increases | | | | |
Name | | | 2020 Base Salary | | | 2021 Base Salary | | | Change (%) | | |||||||||
Pablo J. Cagnoni, M.D. | | | | $ | 585,000 | | | | | $ | 600,000 | | | | | | 2.6% | | |
Jose Carmona | | | | $ | 450,000 | | | | | $ | 450,000 | | | | | | — | | |
Dannielle Appelhans | | | | | — | | | | | $ | 450,000 | | | | | | — | | |
Maiken Keson-Brookes | | | | $ | 400,000 | | | | | $ | 416,000 | | | | | | 4.0% | | |
Laurence Turka, M.D. | | | | $ | 400,000 | | | | | $ | 425,026(1) | | | | | | 6.3% | | |
| | | | | | | | | | Measurement Criteria | | | | | |||
| | | | Corporate Objective | | | Weighting | | | 100% Achievement | | | Actual Achievement | | | Bonus Pool Funding | |
| | | | Deliver clinical data | | | 45% | | | • Achieve either recommended Phase 2 dose (RP2D) in solid tumor monotherapy arm of RTX-240 clinical trial or achieve RP2D in AML arm of RTX-240 clinical trial (data dependent) • Complete Type-C meeting with FDA and determine path forward for PD-1 combination arm of RTX-240 clinical trial • Submit for FDA approval, and receive clearance of, IND for RTX-224 • Achieve RP2D for RTX-321 monotherapy trial | | | • RP2D goals for solid tumor and AML arms of RTX-240 clinical trial partially achieved (due to addition of higher dose cohort) • Completed Type-C meeting with FDA and determined path forward for PD-1 combination arm of RTX-240 clinical trial • Received clearance of IND for RTX-224 from the FDA • Achieved the following stretch goals: • Initiated PD-1 combination arm of RTX-240 clinical trial • Initiated clinical trial for RTX-224 | | | 40% | |
| | | | Achieve development and operational goals | | | 25% | | | • Develop, transfer and prepare 200L IND-A for chosen asset to enable 2022 supply • Deliver average productivity output target for RTX-240 and RTX-321 • Deliver average productivity target in final pilot plant transferred process (200L scale) • Reduce drug product disposition average turnaround time • Achieve Quality Health Index equal to or greater than 70% | | | • Fully achieved IND-A goal • Fully achieved all manufacturing process development, optimization, productivity and quality objectives • Achieved the following stretch goals: • Met stretch RCT productivity target • Applied new analytical methods to process development approach • Met stretch quality index target | | | 40% | |
| | | | Build our pipeline | | | 15% | | | • Execute preclinical goal for T1D program • Execute preclinical goal for next aAPC program • Establish a mouse or non-human primate model | | | • Preclinical goals for autoimmune and aAPC programs mostly achieved • Established non-human primate model • Partially achieved stretch goal pertaining to plan development and initiation of preclinical studies for next RTX program • Fully achieved stretch goal pertaining to the evaluation of the scientific validity and technical feasibility of loadable human leukocyte antigen (HLA) | | | 20% | |
| | | | | | | | | | Measurement Criteria | | | | | |||
| | | | Corporate Objective | | | Weighting | | | 100% Achievement | | | Actual Achievement | | | Bonus Pool Funding | |
| | | | Maintain financial stability and achievement of additional financial and organizational goals | | | 15% | | | • Maintain sufficient funds to execute on 2022 business plan • Execute on business development objectives | | | • Fully achieved funds objective • Successfully completed an equity financing • Substantially completed, on schedule, Quality Control expansion design, build and commission • For the second year in a row, Rubius named among the “Top Places to Work” by the Boston Globe and one of the top three “Best Places to Work” by the Providence Business News • Made five scientific presentations and hosted Virtual Preclinical and Platform Day | | | 10% | |
| | | | Total | | | | | | | | | | | | 110% | |
Name | | | 2021 Individual Performance Factor | | | 2021 Individual Achievements | | |||
Jose Carmona | | | | | 115% | | | | Achievement of goals further building financial stability. | |
Dannielle Appelhans | | | | | 100% | | | | Joined in August 2021; executed on numerous goals related to development and operations. | |
Maiken Keson-Brookes | | | | | 115% | | | | Achievement of corporate governance, IP and disclosure related goals. | |
Laurence Turka, M.D. | | | | | 115% | | | | Executed on development strategy across the platform. | |
Name and Principal Position | | | Base Salary ($) | | | Target Bonus (%) | | | Target Bonus ($) | | | Target Bonus – Corporate Component ($)(1) | | | Actual Bonus – Corporate Multiplier (%) | | | Target Bonus – Individual Component ($)(1) | | | Actual Bonus – Individual Multiplier (%) | | | Actual Payout ($) | | ||||||||||||||||||||||||
Pablo J. Cagnoni, M.D. President and Chief Executive Officer | | | | $ | 600,000 | | | | | | 55% | | | | | $ | 330,000 | | | | | $ | 330,000 | | | | | | 110% | | | | | | — | | | | | | — | | | | | $ | 363,000 | | |
Jose Carmona Chief Financial Officer | | | | $ | 450,000 | | | | | | 40% | | | | | $ | 180,000 | | | | | $ | 135,000 | | | | | | 110% | | | | | $ | 45,000 | | | | | | 115% | | | | | $ | 200,250 | | |
Dannielle Appelhans Chief Operating Officer | | | | $ | 450,000 | | | | | | 40% | | | | | $ | 180,000 | | | | | $ | 135,000 | | | | | | 110% | | | | | $ | 45,000 | | | | | | 100% | | | | | $ | 76,870(2) | | |
Maiken Keson-Brookes Chief Legal Officer and Corporate Secretary | | | | $ | 416,000 | | | | | | 40% | | | | | $ | 166,400 | | | | | $ | 124,800 | | | | | | 110% | | | | | $ | 41,600 | | | | | | 115% | | | | | $ | 185,120 | | |
Laurence Turka, M.D. Chief Scientific Officer and Head of Research & Translational Medicine | | | | $ | 425,026(3) | | | | | | 40% | | | | | $ | 170,010 | | | | | $ | 127,508 | | | | | | 110% | | | | | $ | 42,503 | | | | | | 115% | | | | | $ | 189,136 | | |
Name | | | Number of Shares Underlying Stock Options | | | Number of RSUs | | ||||||
Pablo J. Cagnoni, M.D. | | | | | 375,000 | | | | | | 85,000 | | |
Jose Carmona(1) | | | | | — | | | | | | — | | |
Dannielle Appelhans(2) | | | | | 150,000 | | | | | | 50,000 | | |
Maiken Keson-Brookes | | | | | 142,500 | | | | | | 32,300 | | |
Laurence Turka, M.D. | | | | | 131,250 | | | | | | 29,750 | | |
| | | 2020 Pay | | | 2021 Pay | | | Change (%) | | |||||||||
Target Total Cash Compensation ($) | | | | $ | 906,750 | | | | | $ | 930,000 | | | | | | 2.6% | | |
Base Salary(1) | | | | $ | 585,000 | | | | | $ | 600,000 | | | | | | | | |
Target Performance Bonus(2) | | | | $ | 321,750 | | | | | $ | 330,000 | | | | | | | | |
Target Equity Compensation (# of shares) | | | | | 500,000 | | | | | | 460,000 | | | | | | — | | |
Options | | | | | 500,000 | | | | | | 375,000 | | | | | | | | |
RSUs | | | | | — | | | | | | 85,000 | | | | | | | | |
| | | 2020 Pay | | | 2021 Pay | | | Change (%) | | |||||||||
Target Total Cash Compensation ($) | | | | $ | 630,000 | | | | | $ | 630,000 | | | | | | 0% | | |
Base Salary(1) | | | | $ | 450,000 | | | | | $ | 450,000 | | | | | | | | |
Target Performance Bonus(2) | | | | $ | 180,000 | | | | | $ | 180,000 | | | | | | | | |
Target Equity Compensation (# of shares)(3) | | | | | 400,000 | | | | | | — | | | | | | — | | |
Options | | | | | 400,000 | | | | | | — | | | | | | | | |
RSUs | | | | | — | | | | | | — | | | | | | | | |
| | | 2020 Pay(1) | | | 2021 Pay | | | Change (%) | | |||
Target Total Cash Compensation ($) | | | — | | | | $ | 630,000 | | | | — | |
Base Salary(2) | | | — | | | | $ | 450,000 | | | | | |
Target Performance Bonus(3) | | | — | | | | $ | 180,000 | | | | | |
Target Equity Compensation (# of shares)(4) | | | — | | | | | 200,000 | | | | — | |
Options | | | — | | | | | 150,000 | | | | | |
RSUs | | | — | | | | | 50,000 | | | | | |
| | | 2020 Pay | | | 2021 Pay | | | Change (%) | | |||||||||
Target Total Cash Compensation ($) | | | | $ | 560,000 | | | | | $ | 582,400 | | | | | | 4.0% | | |
Base Salary(1) | | | | $ | 400,000 | | | | | $ | 416,000 | | | | | | | | |
Target Performance Bonus(2) | | | | $ | 160,000 | | | | | $ | 166,400 | | | | | | | | |
Target Equity Compensation(3) (# of shares) | | | | | — | | | | | | 174,800 | | | | | | — | | |
Options | | | | | — | | | | | | 142,500 | | | | | | | | |
RSUs | | | | | — | | | | | | 32,300 | | | | | | | | |
| | | 2020 Pay | | | 2021 Pay | | | Change (%) | | |||||||||
Target Total Cash Compensation ($) | | | | $ | 560,000 | | | | | $ | 595,036 | | | | | | 6.3% | | |
Base Salary(1) | | | | $ | 400,000 | | | | | $ | 425,026 | | | | | | | | |
Target Performance Bonus(2) | | | | $ | 160,000 | | | | | $ | 170,010 | | | | | | | | |
Target Equity Compensation (# of shares)(3) | | | | | 350,000 | | | | | | 161,000 | | | | | | — | | |
Options | | | | | 350,000 | | | | | | 131,250 | | | | | | | | |
RSUs | | | | | — | | | | | | 29,750 | | | | | | | | |
compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our company as a whole. The compensation committee believes that the design and mix of the elements of executive compensation incentivize our executive officers to remain focused on both short-term and long-term strategic goals without encouraging excessive or unnecessary risk taking. The mix of short-term compensation (in the form of salary and annual performance bonus, if any), and long-term compensation (in the form of stock options and RSUs) prevents undue focus on short-term results and helps align the interests of the company’s executive officers with the interests of our stockholders, consistent with our pay for performance philosophy.
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(5) | | | Stock Awards ($)(6) | | | Option Awards ($)(7) | | | Non-Equity Incentive Plan Compensation ($)(8) | | | All Other Compensation ($)(9) | | | Total ($) | | ||||||||||||||||||||||||
Pablo J. Cagnoni, M.D. President and Chief Executive Officer | | | | | 2021 | | | | | | 597,528 | | | | | | — | | | | | | 1,017,450 | | | | | | 2,996,738 | | | | | | 363,000 | | | | | | 10,918 | | | | | | 4,985,634 | | |
| | | 2020 | | | | | | 579,167 | | | | | | 410,231 | | | | | | — | | | | | | 2,437,850 | | | | | | — | | | | | | 16,621 | | | | | | 3,443,869 | | | ||
| | | 2019 | | | | | | 547,500 | | | | | | 211,750 | | | | | | — | | | | | | 935,250 | | | | | | — | | | | | | 26,630 | | | | | | 1,721,130 | | | ||
Jose Carmona(1) Chief Financial Officer | | | | | 2021 | | | | | | 450,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 200,250 | | | | | | 8,945 | | | | | | 659,195 | | |
Dannielle Appelhans(2) Chief Operating Officer | | | | | 2021 | | | | | | 177,404 | | | | | | 130,000 | | | | | | 1,086,000 | | | | | | 2,185,155 | | | | | | 76,870 | | | | | | 38,706 | | | | | | 3,694,135 | | |
Maiken Keson-Brookes(3) Chief Legal Officer and Corporate Secretary | | | | | 2021 | | | | | | 413,333 | | | | | | — | | | | | | 386,631 | | | | | | 1,138,760 | | | | | | 185,120 | | | | | | 9,290 | | | | | | 2,133,134 | | |
| | | 2020 | | | | | | 400,000 | | | | | | 202,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,290 | | | | | | 611,290 | | | ||
| | | 2019 | | | | | | 50,000 | | | | | | 140,000 | | | | | | — | | | | | | 1,299,875 | | | | | | — | | | | | | 45 | | | | | | 1,489,920 | | | ||
Laurence Turka, M.D.(4) Chief Scientific Officer and Head of Research and Translational Medicine | | | | | 2021 | | | | | | 425,850 | | | | | | — | | | | | | 356,108 | | | | | | 1,048,858 | | | | | | 189,136 | | | | | | 11,564 | | | | | | 2,031,516 | | |
| | | 2020 | | | | | | 380,513 | | | | | | 312,693 | | | | | | — | | | | | | 1,706,495 | | | | | | — | | | | | | 11,731 | | | | | | 2,411,432 | | |
| Year | Salary ($) | Bonus ($)(3) | Stock Awards ($)(4) | Option awards ($)(5) | All other compensation ($) | Total ($) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
David R. Epstein | 2018 | — | — | — | 29,989,395 | 3,324,120 | (6) | 33,313,515 | ||||||||||||||
Chairman(1) | 2017 | — | 1,107,570 | 2,508,917 | 870,189 | 500,055 | 4,986,731 | |||||||||||||||
Pablo J. Cagnoni, M.D. | 2018 | 284,583 | 527,959 | — | 26,227,971 | 20,928 | (7) | 27,061,441 | ||||||||||||||
Chief Executive Officer(2) | ||||||||||||||||||||||
Torben Straight Nissen, Ph.D. | 2018 | 393,750 | 336,000 | — | 1,823,211 | 8,360 | (8) | 2,561,321 | ||||||||||||||
President | 2017 | 350,000 | 122,500 | 178,009 | 44,872 | 840 | 696,221 | |||||||||||||||
Andrew M. Oh | 2018 | 360,000 | 172,800 | — | 5,330,892 | 2,030 | (8) | 5,865,722 | ||||||||||||||
Chief Financial Officer |
compensation expense for these awards was recognized based on the fair value of the award on the date that the related service is complete, which is generally the vesting date of the award. As a result, the total amount of stock-based compensation expense recognized related to these awards differs from the grant-date fair value of the awards presented in the table. For a discussion of the aggregate stock-based compensation expense recognized in our consolidated statement of operations for awards granted to Mr. Epstein during the year ended December 31, 2017, see "Management's discussion and analysis of financial condition and results of operations," included in our Annual Report on Form 10-K for the year ended December 31, 2018.
Name | | | Grant Date (1) | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards – Target ($)(2) | | | All Other Stock Awards; Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards; Number of Securities Underlying Options (#)(4) | | | Exercise or Base Price of Option Awards ($/Sh)(5) | | | Grant Date Fair Value of Stock and Option Awards ($)(6) | | ||||||||||||||||||
Pablo J. Cagnoni, M.D. | | | | | — | | | | | | 330,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 1/29/2021 | | | | | | — | | | | | | — | | | | | | 375,000 | | | | | | 11.97 | | | | | | 2,996,738 | | |
| | | | | 1/29/2021 | | | | | | — | | | | | | 85,000 | | | | | | — | | | | | | — | | | | | | 1,017,450 | | |
Jose Carmona | | | | | — | | | | | | 180,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dannielle Appelhans | | | | | — | | | | | | 71,507 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 8/31/2021 | | | | | | — | | | | | | — | | | | | | 150,000 | | | | | | 21.72 | | | | | | 2,185,155 | | |
| | | | | 8/31/2021 | | | | | | — | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | 1,086,000 | | |
Maiken Keson- Brookes | | | | | — | | | | | | 166,400 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 1/29/2021 | | | | | | — | | | | | | — | | | | | | 142,500 | | | | | | 11.97 | | | | | | 1,138,760 | | |
| | | | | 1/29/2021 | | | | | | — | | | | | | 32,300 | | | | | | — | | | | | | — | | | | | | 386,631 | | |
Laurence Turka, M.D. | | | | | — | | | | | | 170,010 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 1/29/2021 | | | | | | — | | | | | | — | | | | | | 131,250 | | | | | | 11.97 | | | | | | 1,048,858 | | |
| | | | | 1/29/2021 | | | | | | — | | | | | | 29,750 | | | | | | — | | | | | | — | | | | | | 356,108 | | |
Our
Our compensation committee discharges our board of directors' responsibilities relating to compensation of our directors and executives, oversees our company's overall compensation structure, policies and programs, and reviews our processes and proceduresConsolidated Financial Statements for the considerationyear ended December 31, 2021 included in our 2021 Annual Report. The amounts reported in this column reflect the accounting cost for these stock options and determination of directorRSUs, and executive compensation. Our compensation committee typically reviews and approves grants and awards under equity-based plans for all service providers, including our executive officers. In addition, our compensation committee reviews and recommendsdo not necessarily correspond to the board of directors for determination the corporate goals and objectivesactual economic value that may be relevant toreceived by the compensation of our chief executive officer, and evaluates our chief executive officer's performance, and recommends toNEOs upon the board of directors for determination our chief executive officer's equity and non-equity compensation. Our board of directors discusses the compensation committee's recommendations and ultimately approves the compensation of our executive officers without members of management present.
In 2018, the compensation committee retained the services of Radford, an AON Hewitt company, as its external compensation consultant and the board of directors and the compensation committee considered Radford's input on certain compensation matters as they deemed appropriate.
Annual base salary
Each named executive officer's base salary is a fixed component of annual compensation for performing specific duties and functions, and has been established by our board of directors taking into account each individual's role, responsibilities, skills, and experience. Base salaries for our named executive officers are reviewed annually by our compensation committee, typically in connection with our annual performance review process, and adjusted from time to time, based on the recommendationexercise of the compensation, to realign salaries with market levels after taking into account individual responsibilities, performance, and experience.
Cash bonus
Our annual bonus program is intended to reward our named executive officers for meeting objectivestock options, the vesting of the RSUs or subjective performance goals for a fiscal year. From time to time, our boardany sale of directors or compensation committee may approve annual bonuses for our named executive officers based on individual performance, company performance, or as otherwise determined appropriate.
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Long-term equity incentives
Our equity grant program is intended to align the interests of our named executive officers with those of our stockholders and to motivate them to make important contributions to our performance.
Outstanding Equity Awards at 20182021 Fiscal Year End Table
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of shares or units of stock that have not vested(#) | | | Market value of shares or units of stock that have not vested($)(1) | | |||||||||||||||||||||
Pablo J. Cagnoni, M.D. | | | | | 3,486,858 | | | | | | 316,988(2) | | | | | | — | | | | | | 8.66 | | | | | | 4/10/2028 | | | | | | 85,000(3) | | | | | | 822,800 | | |
| | | | | — | | | | | | — | | | | | | 164,400(4) | | | | | | 16.43 | | | | | | 10/30/2028 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | 193,400(5) | | | | | | 16.43 | | | | | | 10/30/2028 | | | | | | — | | | | | | — | | |
| | | | | 68,750 | | | | | | 31,250(6) | | | | | | — | | | | | | 13.69 | | | | | | 1/30/2029 | | | | | | — | | | | | | — | | |
| | | | | 218,750 | | | | | | 281,250(7) | | | | | | — | | | | | | 7.80 | | | | | | 1/30/2030 | | | | | | — | | | | | | — | | |
| | | | | — | | | | | | 375,000(8) | | | | | | — | | | | | | 11.97 | | | | | | 1/28/2031 | | | | | | — | | | | | | — | | |
Jose Carmona | | | | | 100,000 | | | | | | 300,000(9) | | | | | | — | | | | | | 6.27 | | | | | | 11/29/2030 | | | | | | — | | | | | | — | | |
Dannielle Appelhans | | | | | — | | | | | | 150,000(10) | | | | | | — | | | | | | 21.72 | | | | | | 8/30/2031 | | | | | | 50,000(11) | | | | | | 484,000 | | |
Maiken Keson-Brookes | | | | | 100,000 | | | | | | 125,000(12) | | | | | | — | | | | | | 7.70 | | | | | | 11/28/2029 | | | | | | 32,300(3) | | | | | | 312,664 | | |
| | | | | — | | | | | | 142,500(8) | | | | | | — | | | | | | 11.97 | | | | | | 1/28/2031 | | | | | | — | | | | | | — | | |
Laurence Turka, M.D. | | | | | 153,125 | | | | | | 196,875(7) | | | | | | — | | | | | | 7.80 | | | | | | 1/30/2030 | | | | | | 29,750(3) | | | | | | 287,980 | | |
| | | | | — | | | | | | 131,250(8) | | | | | | — | | | | | | 11.97 | | | | | | 1/28/2031 | | | | | | — | | | | | | — | | |
| Option awards | | | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | | | Stock awards | ||||||||||||||||
Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | ||||||||||||||||
David R. Epstein | — | 1,902,977 | (2) | — | 23.00 | 7/16/2028 | — | — | ||||||||||||||
156,983 | (3) | 58,309 | (3) | — | 2.87 | 10/24/2027 | — | — | ||||||||||||||
— | — | — | — | — | 993,150 | (3) | 15,969,852 | (3) | ||||||||||||||
— | — | — | — | — | 297,917 | (3) | 4,790,505 | (3) | ||||||||||||||
Pablo J. Cagnoni, M.D | — | — | 164,400 | (4) | 16.43 | 10/30/2028 | — | — | ||||||||||||||
— | — | 193,400 | (5) | 16.43 | 10/30/2028 | — | — | |||||||||||||||
— | 3,803,846 | (6) | — | 8.66 | 4/10/2028 | — | — | |||||||||||||||
Torben Straight Nissen, Ph.D. | — | 333,500 | (7) | — | 4.74 | 2/14/2028 | — | — | ||||||||||||||
— | — | — | — | — | 670,834 | (8) | 10,787,011 | |||||||||||||||
— | — | 350,000 | (9) | 0.18 | 11/28/2026 | — | — | |||||||||||||||
— | — | — | — | — | 268,334 | (10) | 4,314,811 | |||||||||||||||
— | — | 115,000 | (9) | 0.19 | 4/2/2027 | — | — | |||||||||||||||
Andrew M. Oh | 190,125 | 570,375 | (11) | — | 4.74 | 2/14/2028 | — | — | ||||||||||||||
214,500 | (12) | — | — | 4.74 | 2/14/2028 | — | — |
Option Awards Name
Acquired on Exercise
(#)
Exercise ($)(1) Pablo J. Cagnoni, M.D. — — Jose Carmona — — Dannielle Appelhans — — Maiken-Keson Brookes 25,000 564,750 Laurence Turka, M.D. — —
In July 2018, we entered into amended and restated employment agreements with each of our named executive officers, other than Mr. Epstein, with whom we entered into an amended and restated
chairman agreement in June 2018. Each of our named executive officers who
David R. Epstein
On June 21, 2018, we entered into a second amended and restated chairman agreement with David R. Epstein, or the Chairman Agreement, which sets forth the terms of his consulting arrangement with us. Pursuantequal to the terms ofdifference between the Chairman Agreement, Mr. Epstein serves as chairman of our board of directors and has agreed to dedicate approximately 50 working days per year to us. As compensation for Mr. Epstein's services, we pay the limited liability company of which Mr. Epstein is the managing member a base retainer of $495,000 per year and Mr. Epstein will be granted a stock option each year with a grant date fair value of approximately $405,000, which options will be fully vested upon grant. In addition, upon the date that the registration statement for our initial public offering became effective, Mr. Epstein was granted an option to purchase a number of sharesclosing price of our common stock equal to approximately 2% of our equity on a fully diluted basis, or the Initial Option. The Initial Option will vest in full on the third anniversary of the date of grant, subject to Mr. Epstein's continued service through such date; provided, however, inexercise and the event that Mr. Epstein's service is terminated (i)applicable exercise price, and does not represent actual amounts received by us for any reason other than Cause (as defined in the Chairman Agreement) or (ii) due to Mr. Epstein's death or disability, in each case prior to the third anniversaryNEOs as a result of the grant dateoption exercises.
our Named Executive Officers
him and us.
In the event that Dr. Straight Nissen'sif Mr. Carmona’s employment is terminated by us without Cause (as defined in the Carmona Employment Agreement) or Dr. Straight NissenMr. Carmona resigns for Good Reason (as defined in the NissenCarmona Employment Agreement), he will be entitled to receive: (i) base salary continuation for nine months following termination, or the NissenCarmona Severance Payments, and, (ii) if Dr. Straight NissenMr. Carmona is enrolled in our health care program immediately prior to the date of termination and properly elects to receive COBRA benefits, nine months of COBRA premiums for himself and his eligible dependents at our normal rate of contribution for employees for coverage at the level in effect immediately prior to the date of termination (or a monthly cash payment in lieu thereof if we determinedetermines we cannot pay such amounts without potentially violating applicable law). Payment of the NissenCarmona Severance Payments received in any calendar year will be reduced by the amount he is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement between Mr. Carmona and the company, if any, and shall immediately ceasebe suspended or terminated at our discretion if Dr. Straight NissenMr. Carmona breaches the terms of the Restrictive Covenants Agreement between him and us.
Andrew M. Oh
Under the employment agreement with Mr. Oh, or the Oh Employment Agreement, he will continue to serve as our chief financial officer on an at-will basis. Mr. Oh received a base salary of $360,000 per year as of December 31, 2018, which is subject to periodic review and adjustment and was increased to $380,000 effective February 15, 2019. Mr. Oh is also eligible for an annual performance bonus targeted at 40% of his base salary and is eligible to participateCarmona Change in the employee benefit plans generally available to our employees, subject to the terms of those plans.
The Oh Employment Agreement further provides that if Mr. Oh's employment is terminated by us without Cause (as defined in the Oh Employment Agreement) or Mr. Oh resigns for Good Reason (as defined in the Oh Employment Agreement), he will be entitled to receive: (i) base salary continuation for nine months following termination, or the Oh Severance Payments, and,Control Payment, (ii) if Mr. Oh is enrolled in our health care program immediately prior to the date of termination and properly elects to receive COBRA benefits, nine months of COBRA premiums for himself and his eligible dependents at our normal rate of contribution for employees for coverage at the level in effect immediately prior to the date of termination (or a monthly cash payment in lieu thereof if we determine we cannot pay such amounts without potentially violating applicable law). Payment of the Oh Severance Amount shall immediately cease if Mr. Oh breaches the terms of the Restrictive Covenants Agreement between him and us. In lieu of the severance payments and benefits set forth above, in the event Mr. Oh's employment is by us without Cause or he resigns for Good Reason, in either case within 12 months following a Change in Control (as defined in the Oh Employment Agreement), he will be entitled to receive: (i) a lump sum cash amount equal to one times the sum of (A) his current base salary (or his base salary in effect prior to the Change in Control, if higher) plus (B) his target annual cash incentive compensation for the year of termination, (ii) if Mr. OhCarmona is enrolled in our health care program immediately prior to the date of termination and properly elects to receive COBRA benefits, 12 months of COBRA premiums for himself and his eligible dependents at our normal rate of contribution for employees for coverage at the level in effect immediately prior to the date of termination (or a monthly cash payment in lieu thereof if we determine we cannot pay such amounts without potentially violating applicable law), and (iii) except as otherwise provided in the applicable award agreement, accelerated vesting of 100% of all Time-Based Equity Awards (as defined in the Carmona Employment Agreement) held by Mr. Oh.
Additional Narrative Disclosure
401(k) Savings Plan. We maintain a tax-qualified retirement plan that provides eligible employees with an opportunityCarmona. Payment of the Carmona Change in Control Payment received in any calendar year will be reduced by the amount he is paid in the same such calendar year pursuant to save for retirement on a tax-advantaged basis. All participants' intereststhe Restrictive Covenants Agreement between Mr. Carmona and the company, if any.
Health
Name | | | Qualifying Termination Not in Connection with a Change in Control ($)(1) | | | Qualifying Termination in Connection with a Change in Control ($)(1)(2) | | ||||||
Pablo J. Cagnoni, M.D. | | | | | | | | | | | | | |
Cash Severance Payment | | | | | 600,000(3) | | | | | | 1,395,000(4) | | |
Target Cash Bonus Payment | | | | | — | | | | | | 330,000(5) | | |
COBRA Premiums | | | | | 21,478(6) | | | | | | 32,217(7) | | |
Accelerated Equity Vesting (Time-Based) | | | | | 764,028(8) | | | | | | 1,674,878(9) | | |
Accelerated Equity Vesting (Performance-Based) | | | | | — | | | | | | —(10) | | |
Total | | | | | 1,385,506 | | | | | | 3,432,095 | | |
Jose Carmona | | | | | | | | | | | | | |
Cash Severance Payment | | | | | 337,500(11) | | | | | | 630,000(12) | | |
COBRA Premiums | | | | | 16,109(13) | | | | | | 21,478(6) | | |
Accelerated Equity Vesting (Time-Based) | | | | | — | | | | | | 1,023,000(9) | | |
Total | | | | | 353,609 | | | | | | 1,674,478 | | |
Dannielle Appelhans | | | | | | | | | | | | | |
Cash Severance Payment | | | | | 337,500(11) | | | | | | 521,507(12) | | |
COBRA Premiums | | | | | 16,109(13) | | | | | | 21,478(6) | | |
Accelerated Equity Vesting (Time-Based) | | | | | — | | | | | | 484,000(9) | | |
Total | | | | | 353,609 | | | | | | 1,026,985 | | |
Maiken Keson-Brookes | | | | | | | | | | | | | |
Cash Severance Payment | | | | | 312,000(11) | | | | | | 582,400(12) | | |
COBRA Premiums | | | | | —(14) | | | | | | —(14) | | |
Accelerated Equity Vesting (Time-Based) | | | | | — | | | | | | 560,164(9) | | |
Total | | | | | 312,000 | | | | | | 1,142,564 | | |
Laurence Turka, M.D. | | | | | | | | | | | | | |
Cash Severance Payment | | | | | 348,740(11) | | | | | | 634,997(12) | | |
COBRA Premiums | | | | | 16,109(13) | | | | | | 21,478(6) | | |
Accelerated Equity Vesting (Time-Based) | | | | | — | | | | | | 658,105(9) | | |
Total | | | | | 364,849 | | | | | | 1,314,580 | | |
Compensation Risk Assessment
We believe that although
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) | | | Weighted- average exercise price of outstanding options, warrants and rights ($) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 18,290,816(2) | | | | | $ | 12.13(3) | | | | | | 5,007,745(4) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 18,290,816 | | | | | $ | 12.13 | | | | | | 5,007,745 | | |
excessive or unnecessary risk taking. Our compensation programs are designed to encourage our executive officers
an exercise price.
Our policy governing transactions in our securities by directors, officers, and employees permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1
2014 Plan.
Mr. Epstein served as our principal executive officer until June 2018 and is affiliated with our principal stockholder, the Flagship Pioneering Funds, as set forth in this proxy statement. Mr. Epstein issued two promissory notes to us in 2017, which were forgiven by us as of June 21, 2018. See "Certain Relationships and Related Party Transactions" for further discussion. Mr. Epstein is not currently a member of our compensation committee.
| | ||||
| | THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS OF RUBIUS THERAPEUTICS, INC. | |||
| | ||||
| March 30, 2022 | | | | |
April 12, 2019
Participation in our IPO
Certain of our directors purchased an aggregate of approximately 37,600 shares of our common stock in our initial public offering at the initial public offering price. The following table sets forth the number of shares of our common stock purchased by directors, executive officers and 5% stockholders and their affiliates and the aggregate purchase price paid for such shares.
Name | Shares of Common Stock Purchased | Aggregate Cash Purchase Price | |||||
---|---|---|---|---|---|---|---|
Francis Cuss(1) | 10,000 | $ | 230,000 | ||||
Roger Pomerantz(1) | 100 | 2,300 | |||||
Catherine A. Sohn(1) | 2,500 | 57,500 | |||||
Jonathan Symonds(1) | 25,000 | 575,000 | |||||
| | | | | | | |
Total | 37,600 | $ | 864,800 | ||||
| | | | | | | |
| | | | | | | |
| | | | | | | |
Agreement with Flagship Pioneering
In April 2013, we entered into a services agreement with Flagship Ventures Management, Inc., or Flagship Management, an affiliate of the Flagship Pioneering Funds, under which Flagship Management provides us with personnel, advisory and administrative services on an as-needed basis. Our payments to Flagship Management totaled $1.3 million for the year ended December 31, 2018, respectively. As described above, David R. Epstein, Roger Pomerantz, Noubar B. Afeyan, and Michael Rosenblatt are affiliated with the Flagship Pioneering Funds.
Sales of Securities
In February 2018, we issued and sold to investors in a private placement an aggregate of 7,912,432 shares of our Series C preferred stock at a purchase price of $12.79 per share, for aggregate consideration of approximately $101.2 million.
The following table sets forth the aggregate number of these securities acquired by our directors, executive officers and the listed holders of more than 5% of our capital stock. Each share of our preferred stock identified in the following table converted into one share of common stock in connection with our initial public offering. Our director, Noubar B. Afeyan, Ph.D. is affiliated with all entities affiliated with Flagship Pioneering Funds. Our director, David Epstein, is a member of
Flagship V GP and Flagship Opportunities GP. Our former director, James Gilbert, is a Senior Partner at Flagship Pioneering.
Participant | Common stock | Series A preferred stock | Series B preferred stock | Series C preferred stock | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
5% stockholders: | |||||||||||||
Entities affiliated with Flagship Pioneering Funds(1) | 5,000,000 | 29,153,995 | 2,969,739 | 1,172,792 | |||||||||
Directors and executive officers: | |||||||||||||
James Gilbert(2) | — | 416,667 | — | — |
Second Amended and Restated Investors' Rights Agreement
We are a party to a second amended and restated investors' rights agreement, dated as of February 23, 2018, with holders of our preferred stock, including holders of five percent (5%) or more of our capital stock and entities affiliated with our directors. The investor rights agreement provides these holders the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. The investor rights agreement also provides a right of first refusal to purchase future securities sold by us, which such right terminated immediately prior to the consummation of our initial public offering.
Second Amended and Restated Voting Agreement
We were party to a second amended and restated voting agreement, dated as of February 23, 2018, with certain of our stockholders. The voting agreement terminated upon the closing of our initial public offering.
Promissory Notes
On January 27, 2017, we loaned David Epstein $696,733 to purchase shares of our common stock pursuant to a promissory note and a restricted stock agreement, each between us and Mr. Epstein dated January 27, 2017. On May 16, 2017, we loaned Mr. Epstein $1,815,000 to purchase shares of our common stock pursuant to a promissory note and a restricted stock agreement, each between us and Mr. Epstein dated May 16, 2017. The January 27, 2017 promissory note provides that the unpaid principal amount of the loan bears interest at 1.97% annually, and the May 16, 2017 promissory note provides that the unpaid principal amount of the loan bears interest at 2.04% annually. Interest is payable annually or is converted to principal and payable at the maturity date. The maturity date of the promissory notes occurs on the earliest of (i) seven years from the issuance date of the notes; (ii) 60 days following the date of termination of services by the borrower; and (iii) immediately prior to an initial filing of a registration statement by us. The promissory notes are partial-recourse and secured by a pledge of the shares of common stock purchased with the promissory notes. On June 21, 2018, the original principal balance of $2,511,713 and all interest that had accrued thereon, totaling $60,180, was forgiven by us.
On April 3, 2017, we loaned Torben Straight Nissen a total of $239,400 to purchase shares of our common stock pursuant to two promissory notes between us and Dr. Straight Nissen, dated April 3, 2017, and two restricted stock agreements between us and Dr. Straight Nissen, dated April 3, 2017.
Both promissory notes provide that the unpaid principal amount of the loans bear interest at 2.05% annually, and interest is payable annually or is converted to principal and payable at the maturity date. The maturity date of the promissory notes occurs on the earliest of (i) seven years from the issuance date of the notes; (ii) 60 days following the date of termination of employment of the borrower; and (iii) immediately prior to an initial filing of a registration statement by us. The promissory notes are partial-recourse and are secured by a pledge of the shares of our common stock purchased with the promissory notes. On June 21, 2018, Dr. Straight Nissen repaid $245,405 to us, representing the outstanding principal balance of the promissory notes and all interest that had accrued thereon.
Limitation of Liability and Indemnification of Officers and Directors
their affiliates, each a related person,“related persons” must be approved bypresented to our audit committee.committee for review, consideration and approval. This policy became effective on July 17, 2018, the date our registration statement for our initial public offering became effective. Pursuant to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving "related“related person transactions,"” which are transactions or series of transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock in each case since the beginning of the most recently completed year, and their immediate family members.
As appropriate for In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, will review and consider:
March 15, 2022.
| | | Shares beneficially owned | | |||||||||
Name and address of beneficial owner | | | Number | | | Percentage | | ||||||
5% Stockholders: | | | | | | | | | | | | | |
Entities affiliated with the Flagship Pioneering Funds(1) | | | | | 38,506,526 | | | | | | 42.7% | | |
FMR LLC(2) | | | | | 13,479,866 | | | | | | 14.9% | | |
Baillie Gifford & Co(3) | | | | | 4,930,859 | | | | | | 5.5% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Pablo J. Cagnoni, M.D.(4) | | | | | 4,312,853 | | | | | | 4.6% | | |
Jose Carmona(5) | | | | | 150,000 | | | | | | * | | |
Dannielle Appelhans(6) | | | | | — | | | | | | * | | |
Maiken Keson-Brookes(7) | | | | | 165,499 | | | | | | * | | |
Laurence Turka, M.D.(8) | | | | | 242,811 | | | | | | * | | |
Noubar B. Afeyan, Ph.D.(9) | | | | | 38,606,526 | | | | | | 42.8% | | |
Francis Cuss, M.B., B.Chir., FRCP(10) | | | | | 240,000 | | | | | | * | | |
David R. Epstein(11) | | | | | 7,171,065 | | | | | | 7.8% | | |
Natalie Holles(5) | | | | | 100,000 | | | | | | * | | |
Anne Prener, M.D., Ph.D.(5) | | | | | 62,500 | | | | | | * | | |
Michael Rosenblatt, M.D.(5) | | | | | 250,000 | | | | | | * | | |
Catherine A. Sohn, Pharm.D.(12) | | | | | 232,500 | | | | | | * | | |
Sir Jonathan R. Symonds, CBE(13) | | | | | 295,000 | | | | | | * | | |
All executive officers and directors as a group (13 persons)(14) | | | | | 51,828,754 | | | | | | 52.6% | | |
| Shares beneficially owned | ||||||
---|---|---|---|---|---|---|---|
Name and address of beneficial owner | Number | Percentage | |||||
5% Stockholders: | |||||||
Entities affiliated with Flagship Pioneering Funds(1) | 38,296,526 | 48.2 | % | ||||
FMR LLC(2) | 6,446,068 | 8.1 | % | ||||
Baillie Gifford & Co(3) | 4,056,196 | 5.1 | % | ||||
Named Executive Officers and Directors: | |||||||
Pablo J. Cagnoni, M.D. | 950,962 | 1.2 | % | ||||
Torben Straight Nissen(4) | 1,943,375 | 2.4 | % | ||||
Andrew M. Oh(5) | 452,156 | 0.6 | % | ||||
Noubar B. Afeyan, Ph.D.(6) | 38,302,776 | 48.2 | % | ||||
Francis Cuss, M.B., M.Chir, FRCP(7) | 48,750 | 0.1 | % | ||||
David R. Epstein(8) | 5,155,377 | 6.5 | % | ||||
Natalie Holles(9) | — | — | % | ||||
Robert S. Langer, Sc.D.(5) | 298,750 | 0.4 | % | ||||
Roger Pomerantz, M.D.(10) | 156,350 | 0.2 | % | ||||
Michael Rosenblatt, M.D.(5) | 156,250 | 0.2 | % | ||||
Catherine A. Sohn(11) | 41,250 | 0.1 | % | ||||
Jonathan Symonds, CBE(12) | 73,750 | 0.1 | % | ||||
All executive officers and directors as a group (13 persons)(13) | 47,873,496 | 58.4 | % |
Flagship Fund IV, Flagship Fund IV-Rx, Flagship Fund V, and Flagship Fund V-Rx the "Flagship Fund IV Funds"“Flagship Funds”). Flagship Fund IV is a member of VentureLabs IV and also serves as its manager. Flagship Ventures Fund IV General Partner LLC ("(“Flagship Fund IV GP"GP”) is the general partner of Flagship Fund IV and Flagship Fund IV-Rx. Noubar B. Afeyan, Ph.D. is one of our directors and is also a manager of Flagship Fund IV GP. Edwin M. Kania, Jr. is also a manager of Flagship Fund IV GP. Dr. Afeyan and Mr. Kania may be deemed to beneficially own the shares directly held by the Flagship Fund IV Funds. While Mr. Kania is retired from Flagship Pioneering, Inc. ("Flagship Pioneering") he continues to serve as a manager of Flagship Fund IV GP. None of Flagship Fund IV GP, Dr. Afeyan, and Mr. Kania directly own any of the shares held by the Flagship Fund IV Funds, and each of Flagship Fund IV GP, Dr. Afeyan, and Mr. Kania disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. The address of the entities and individuals listed above is 55 Cambridge Parkway, Suite 800E, Cambridge, MA 02142.
Also includes (d) 5,789,414 shares of common stock held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"), (e) 5,789,414 shares of common stock held by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V-Rx" and together with Flagship Fund V, the "Flagship Fund V Funds"), and (f) 2,563,703 shares of common stock held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities"). The general partner of Flagship Fund V and Flagship Fund V-Rx is Flagship Ventures Fund V General Partner LLC ("(“Flagship Fund V GP"GP”), and the general partner of Flagship Opportunities is Flagship Ventures Opportunities Fund I General Partner LLC ("(“Flagship Opportunities GP"GP” and together with Flagship Fund IV GP, and Flagship Fund V GP, the “Flagship General Partners”). Dr.Noubar B. Afeyan, Ph.D. is one of our directors and is also the sole manager of Flagship Fund IV GP, Flagship Fund V GP and Flagship Opportunities GP. Dr. Afeyan may be deemed to possess sole voting and investment control over the shares held by the Flagship Fund V Funds, and Flagship Opportunities.Funds. None of the Flagship Fund V GP, Flagship Opportunities GP,General Partners and Dr. Afeyan directly own any of the shares held by the Flagship V Funds, and Flagship Opportunities, and each of the Flagship Fund V GP, Flagship Opportunities GP,General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. The address of the entities and individualsindividual listed above is 55 Cambridge Parkway, Suite 800E, Cambridge, MA 02142.
employee benefit plans, pension funds or other institutional clients. The address of the entities and individuals listed above is CaltonCarlton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
Also includes (e) 5,789,414 shares of common stock held by Flagship Ventures Fund V, L.P. ("Flagship Fund V"), (f) 5,789,414 shares of common stock held by Flagship V VentureLabs Rx Fund, L.P. ("Flagship Fund V-Rx" and together with Flagship Fund V, the "Flagship Fund V Funds"), and (g) 2,563,703 shares of common stock held by Flagship Ventures Opportunities Fund I, L.P. ("Flagship Opportunities"). The general partner of Flagship Fund V and Flagship Fund V-Rx is Flagship Ventures Fund V General Partner LLC ("(“Flagship Fund V GP"GP”), and the general partner of Flagship Opportunities is Flagship Ventures Opportunities Fund I General Partner LLC ("(“Flagship Opportunities GP"GP” and together with Flagship Fund IV GP, and Flagship Fund V GP, the “Flagship General Partners”). Dr.Noubar B. Afeyan, Ph.D. is one of our directors and is also the sole manager of Flagship Fund IV GP, Flagship Fund V GP and Flagship Opportunities GP. Dr. Afeyan may be deemed to possess sole voting and investment control over the shares held by the Flagship Fund V Funds, and Flagship Opportunities.Funds. None of the Flagship Fund V GP, Flagship Opportunities GP,General Partners and Dr. Afeyan directly own any of the shares held by the Flagship V Funds, and Flagship Opportunities, and each of the Flagship Fund V GP, Flagship Opportunities GP,General Partners and Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. The address of the entities and individualsindividual listed above is 55 Cambridge Parkway, Suite 800E, Cambridge, MA 02142.
TABLE OF CONTENTSSECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons holding more than 10% of our common stock to report their initial ownership of the common stock and other equity securities and any changes in that ownership in reports that must be filed with the SEC. The SEC has designated specific deadlines for these reports, and we must identify in this proxy statement those persons who did not file these reports when due.
Based solely on a review of reports furnished to us, or written representations from reporting persons, we believe all directors, executive officers, and 10% owners timely filed all reports regarding transactions in our securities required to be filed for 2018 by Section 16(a) under the Exchange Act, except for one Form 4 transaction for Dr. Robert Langer.
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| | THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF RUBIUS THERAPEUTICS, INC. | |||
Sir Jonathan R. Symonds, CBE, Chairperson Catherine A. Sohn, Pharm.D. | | ||||
| March 30, 2022 | | | | |
April 12, 2019