UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
You can find more information, including information regarding the nominees for election to our Board of Directors, in the accompanying proxy statement.
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Cambridge, MassachusettsApril 30, 2019
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HOUSEHOLDING
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i
SCHOLAR ROCK HOLDING CORPORATION
301 Binney Street, 3620 Memorial Drive, 2ndrd Floor
Cambridge, MA 0213902142
13, 2022.
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2021, as filed with the Securities and Exchange Commission (SEC),SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Scholar Rock Holding Corporation, 620 Memorial Drive, 2nd301 Binney Street, 3rd Floor, Cambridge, Massachusetts 02139,02142, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 are also available on the SEC'sSEC’s website atwww.sec.gov.
SCHOLAR ROCK HOLDING CORPORATION
PROXY STATEMENT
FOR THE 20192022 ANNUAL MEETING OF STOCKHOLDERS
The
4, 2022.
4, 2022.
(although (although attendance at the virtual Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or sent to our principal executive offices at Scholar Rock Holding Corporation, 620 Memorial Drive, 2nd301 Binney Street, 3rd Floor, Cambridge, Massachusetts 02139,02142, Attention: Corporate Secretary.
solicitation of votes described above. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.
2024.
We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape.
Nominees for Election as Class I Directors
Name | | | Positions and Offices Held with Scholar Rock | | | Director Since | | | Age | |
Nagesh Mahanthappa | | | Director | | | 2021 | | | 57 | |
Joshua Reed | | | Director | | | 2021 | | | 49 | |
Name | Positions and Offices Held with Scholar Rock | Director Since | Age | ||||||
---|---|---|---|---|---|---|---|---|---|
Nagesh K. Mahanthappa, Ph.D. | President, Chief Executive Officer and Director | 2012 | 54 | ||||||
Edward H. Myles | Director | 2018 | 47 |
Nagesh K. Mahanthappa, Ph.D. is the founding employee of Scholar Rock and has served as a director and our Interim Chief Executive Officer and President since August 2021. Dr. Mahanthappa previously served as a senior advisor to the Company from July 2020 through August 2021 and as a director and our President and Chief Executive Officer sincefrom October 2012.2012 through July 2020. Prior to joining us, from February 2007 to May 2012, Dr. Mahanthappa was a founding employee and Vice President, Corporate Development & Operations at Avila Therapeutics, Inc. (acquired by Celgene Corporation in March 2012). Previously, from August 2002 to February 2007, he served in roles of increasing responsibility at Alnylam Pharmaceuticals, Inc., most recently as Vice President, Scientific & Strategic Development. He was also a founder of TwistDx, Inc. a DNA diagnostics company acquired by Inverness Medical Innovations, Inc. (now Alere, Inc.) in 2010. Since November 2016, he has also served as Non-Executive Director for Camena Bioscience. Dr. Mahanthappa received his Ph.D. in Neurobiology from the California Institute of Technology, and completed his post-doctoral training at the E.K. Shriver Center for Mental Retardation (then affiliated with Massachusetts General Hospital) and Harvard Medical School. He received his M.B.A. from the F.W. Olin Graduate School of Management at Babson College and his B.A. in Biology and Chemistry from the University of Colorado, Boulder. Our Board of Directors believes that Dr. Mahanthappa'sMahanthappa’ s extensive experience in the pharmaceutical industry qualifies him to serve on our Board of Directors.
Proxies cannot be voted for a greater number of persons than the number of nominees named herein. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.
Directors Not Standing for Election or Re-Election
Name | | | Positions and Offices Held with Scholar Rock | | | Director Since | | | Class and Year in Which Term Will Expire | | | Age | |
David Hallal | | | Director | | | 2017 | | | Class II — 2023 | | | 55 | |
Kristina Burow | | | Director | | | 2014 | | | Class II — 2023 | | | 48 | |
Michael Gilman, Ph.D. | | | Director | | | 2013 | | | Class II — 2023 | | | 67 | |
Jeffrey S. Flier, M.D. | | | Director | | | 2016 | | | Class III — 2024 | | | 74 | |
Amir Nashat, Sc. D. | | | Director | | | 2012 | | | Class III — 2024 | | | 49 | |
Akshay Vaishnaw, M.D., Ph.D. | | | Director | | | 2019 | | | Class III — 2024 | | | 59 | |
Name | Positions and Offices Held with Scholar Rock | Director Since | Class and Year in Which Term Will Expire | Age | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Timothy A. Springer, Ph.D.* | Director | 2012 | Class I—2019 | 71 | |||||||
Kristina Burow | Director | 2014 | Class II—2020 | 45 | |||||||
Michael Gilman, Ph.D. | Director | 2013 | Class II—2020 | 64 | |||||||
David Hallal | Chairman of the Board of Directors | 2017 | Class II—2020 | 52 | |||||||
Jeffrey S. Flier, M.D. | Director | 2016 | Class III—2021 | 71 | |||||||
Amir Nashat, Sc.D. | Director | 2012 | Class III—2021 | 46 | |||||||
Akshay Vaishnaw, M.D., Ph.D. | Director | 2019 | ** | Class III—2021 | 57 |
Timothy A. Springer, Ph.D. is a co-founder and investor in Scholar Rock and has servedsince July 2017. He also serves as a director since October 2012. Since 1989, Dr. Springer has served as the Latham Family Professor of Pathology at Harvard Medical School. He has also served as Senior Investigator in the Program in Cellular and Molecular Medicine at Boston Children's Hospital since 2012 and as Professor of Biological Chemistry and Molecular Pharmacology at Harvard Medical School and Professor of Medicine at Boston Children's Hospital since 2011. Dr. Springer was the Founder and Chairman of the Scientific Advisory Board of LeukoSite, Inc., a biotechnology company acquired by Millennium Pharmaceuticals, Inc. in 1999. He is a founder, investor and board member of Morphic Therapeutic, Inc. and an investor and board member of Selecta Biosciences Inc. Dr. Springer is the Chairman of the Institute for Protein InnovationBoard of Directors of iTeos Therapeutics SA and isas a member of the National AcademyBoard of Sciences. His honors include the Crafoord Prize, the American AssociationDirectors of Immunologists Meritorious Career Award, the Stratton MedalSeer Biosciences, Inc. Since December 2017, Mr. Hallal has served as Chairman and Chief Executive Officer of ElevateBio, LLC. From September 2018 until May 2021, Mr. Hallal served as Chairman and Chief Executive Officer of AlloVir, Inc. and since May 2021, serves as its Executive Chairman. Prior to that, from the American SocietyJune 2006 to December 2016, Mr. Hallal served in executive roles of Hematology,increasing responsibility at Alexion Pharmaceuticals, Inc., most recently serving as Chief Executive Officer and the Basic Research Prizea board member. Prior to his role as CEO, Mr. Hallal served Alexion as COO and a board member as well as Chief Commercial Officer and Head of Commercial Operations. Prior to Alexion from the American Heart Association. Dr. Springer received2004 to 2006, Mr. Hallal served as Vice President of Sales for OSI Eyetech, Inc. From 2002 to 2004, Mr. Hallal served as Head of Sales at Biogen Inc. From 1992 to 2002, Mr. Hallal held various leadership roles at Amgen Inc. From 1988 to 1992, Mr. Hallal began his pharmaceutical career at The Upjohn Company as a sales representative. Mr. Hallal holds a B.A. in psychology from the University of California, Berkeley, and a Ph.D. from Harvard University.New Hampshire. Our Board of Directors believes that Dr. Springer's extensive knowledge of our business and the biotechnology fieldMr. Hallal’s experience as an executive at numerous pharmaceutical companies qualifies him to serve onas our Chairman of the Board of Directors. Dr. Springer is not standing for re-election to our Board of Directors, therefore Dr. Springer's term will expire at the Annual Meeting. Dr. Springer's decision not to stand for re-election is not the result of any disagreement with us.
Associate with the Novartis BioVenture Fund in San Diego. As an early employee at the Genomics Institute of the Novartis Research Foundation (GNF), she directed Chemistry Operations and was active in Business Development where she helped create numerous companies as spin-outs from GNF. Ms. Burow holds a M.B.A. from the University of Chicago, a M.A. in Chemistry from Columbia University and a B.S. in Chemistry from the University of California, Berkeley. We believe that Ms. Burow is qualified to serve on our Board of Directors due to her extensive experience investing in biopharmaceutical and biotechnology companies and her experience on Boards of Directors in the medical industry.
Jeffrey S. Flier, M.D. has served as a director since October 2016. Since August 2016, Dr. Flier has served as the Higginson Professor of Physiology and Medicine and Harvard University Distinguished Service Professor, and from 2007 to August 2016 served as the twenty-first Dean of the Faculty of Medicine at Harvard University. Previously, from 2002 to 2007, Dr. Flier served as Chief Academic Officer of Beth Israel Deaconess Medical Center and served as Harvard Medical School Faculty Dean for Academic Programs. An elected member of the National Academy of Medicine and a fellow of the American Academy of Arts and Sciences, his many honors include the Eli Lilly Award of the American Diabetes Association, and the Berson Lecture of the American Physiological Society. He was the recipient of the 2005 Banting Medal from the American Diabetes Association, its highest scientific honor. Dr. Flier received his B.S. from City College of New York and his M.D. from Mount Sinai
School of Medicine with highest academic honors, and he completed his residency training at Mount Sinai School of Medicine. Our Board of Directors believes that Dr. Flier'sFlier’s extensive medical and scientific experience and his leadership skills qualify him to serve on our Board of Directors.
| Board Size: | | | | | | | | | | | | | | | | | | | |
| Total Number of Directors | | | | | 8 | | | | | | | | | | | | | | |
| Gender: | | | Male | | | Female | | | Non-Binary | | | Gender Undisclosed | | ||||||
| Number of directors based on gender identity | | | | | 7 | | | | | | 1 | | | | | | | | |
| Number of directors who identify in any of the categories below: | | | | | | | | | | | | | | | | | | | |
| African American or Black | | | | | 1 | | | | | | | | | | | | | | |
| Alaskan Native or American Indian | | | | | | | | | | | | | | | | | | | |
| Asian | | | | | 3 | | | | | | | | | | | | | | |
| Hispanic or Latinx | | | | | | | | | | | | | | | | | | | |
| Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | |
| White | | | | | 3 | | | | | | 1 | | | | | | | | |
| Two or More Races or Ethnicities | | | | | | | | | | | | | | | | | | | |
| LGBTQ+ | | | | | | | | | | | | | | | | | | | |
| Undisclosed | | | | | | | | | | | | | | | | | | | |
Name | | | Position Held with Scholar Rock | | | Officer Since | | | Age | |
Nagesh K. Mahanthappa, Ph.D. | | | Interim Chief Executive Officer & President | | | 2021 | | | 58 | |
Gregory J. Carven, Ph.D. | | | Chief Scientific Officer | | | 2021 | | | 46 | |
Yung H. Chyung, M.D. | | | Chief Medical Officer | | | 2016 | | | 46 | |
Junlin Ho, J.D. | | | General Counsel & Corporate Secretary | | | 2021 | | | 43 | |
Edward H. Myles, M.B.A. | | | Chief Operating Officer and Chief Financial Officer | | | 2020 | | | 50 | |
Caryn Parlavecchio | | | Chief Human Resources Officer | | | 2021 | | | 50 | |
Name | Position Held with Scholar Rock | Officer Since | Age | ||||||
---|---|---|---|---|---|---|---|---|---|
Alan J. Buckler, Ph.D. | Chief Scientific Officer | 2016 | 59 | ||||||
Rhonda M. Chicko, C.P.A. | Chief Financial Officer | 2018 | 53 | ||||||
Yung H. Chyung, M.D. | Chief Medical Officer | 2016 | 43 |
AlanGregory J. Buckler,Carven, Ph.D. has served as our Chief Scientific Officer since February 2021. Dr. Carven joined Scholar Rock in November 2016. Prior to joining us, Dr. Buckler served as Vice President, Cell and Protein Sciences, at Biogen Inc. from 2014 to 2016. From 2005 to 2014, Dr. Buckler served as Director, Developmental and Molecular Pathways in the Novartis Institutes for Biomedical Research. Prior to Novartis, Dr. Buckler served as the Chief Scientific Officer of Ardais Corporation from 1999 to 2004 and as Vice President of Molecular Genetics at Sequana Therapeutics/Axys Pharmaceuticals from 1996Antibody Discovery and Protein Sciences and was promoted to 1999.SVP, Antibody Discovery and Protein Sciences in January 2018 and to Head of Research in June 2020. Prior to joining Scholar Rock, Dr. Carven served as Associate Research Fellow at Pfizer from 2010 to 2014 and held multiple positions at Merck Research Laboratories (formerly Schering Plough Research Institute and Organon Biosciences) from 2005-2010. Dr. Carven earned his PhD in Biological Chemistry from the private sector, Dr. Buckler served on the Neurology facultyMassachusetts Institute of Massachusetts General HospitalTechnology, and Harvard Medical School from 1991 to 1996. Dr. Buckler received his A.B.holds a B.S. in BiologyHonors Chemistry from the University of Chicago, Ph.D. in Microbiology from the Boston University School of Medicine, and completed his post-doctoral training at the Center for Cancer Research, Massachusetts Institute of Technology.Massachusetts.
Yung H. Chyung, M.D. has served as our Chief Medical Officer since February 2016. Prior to joining us, Dr. Chyung served in roles of increasing responsibility at Dyax Corp. (acquired by Shire Plc in January 2016) from 2011 to February 2016, most recently as Vice President of Medical Research, where he was responsible for clinical research and medical affairs. From 2010 to 2011, Dr. Chyung worked at Genzyme Corporation where he was responsible for medical affairs efforts globally for multiple rare disease programs. Dr. Chyung earned his M.D. from Harvard Medical School and completed his internal medicine residency and allergy and immunology fellowship at Massachusetts General Hospital. Dr. Chyung also holds an A.B. in Biochemical Sciences from Harvard College.
since 2015.
| | | 2021 | | | 2020 | | ||||||
Audit fees(1) | | | | $ | 825 | | | | | $ | 619 | | |
Audit-related fees(2) | | | | | — | | | | | | 40 | | |
Tax fees(3) | | | | | 169 | | | | | | 179 | | |
All other fees(4) | | | | | 1 | | | | | | 1 | | |
Total fees | | | | $ | 995 | | | | | $ | 839 | | |
| 2018 | 2017 | |||||
---|---|---|---|---|---|---|---|
Audit fees(1) | $ | 1,318 | $ | 187 | |||
Audit-related fees(2) | — | — | |||||
Tax fees(3) | — | — | |||||
All other fees(4) | 2 | — | |||||
| | | | | | | |
Total fees | $ | 1,320 | $ | 187 | |||
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From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 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.
directors.
subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company'scompany’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company'scompany’s Board of Directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director'sdirector’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.
Prior to November 19, 2018,
Prior to November 19, 2018,
Since its formation on May 23, 2018,
Directors.
”
committee, with the expectation that other members of the Board of Directors, and of management, will be requested to take part in the process as appropriate.
Since its formation on May 23, 2018, Dr.
Director Attendance at Annual Meeting of Stockholders
Directors
2021 were David Hallal (Chairman), Jeffrey Flier, Michael Gilman, Amir Nashat, Joshua Reed and Stuart A. Kingsley.
The role of the Board of Directors in overseeing the management of our risks is conducted primarily through committees of the Board of Directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full Board of Directors (or the 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 chairman 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.
Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($) | | | Option Awards ($)(3) | | | Total ($) | | ||||||||||||
David Hallal | | | | | 166,972 | | | | | | — | | | | | | 148,363(4) | | | | | | 315,335 | | |
Kristina Burow | | | | | 56,472 | | | | | | — | | | | | | 148,363(5) | | | | | | 204,835 | | |
Jeffrey S. Flier, M.D. | | | | | 57,972 | | | | | | — | | | | | | 148,363(6) | | | | | | 206,335 | | |
Michael Gilman, Ph.D. | | | | | 53,583 | | | | | | — | | | | | | 148,363(7) | | | | | | 201,946 | | |
Amir Nashat, Sc.D. | | | | | 46,472(2) | | | | | | — | | | | | | 148,363(8) | | | | | | 194,835 | | |
Joshua Reed | | | | | 43,389 | | | | | | — | | | | | | 746,318(9) | | | | | | 789,707 | | |
Akshay Vaishnaw, M.D., Ph.D. | | | | | 51,528 | | | | | | — | | | | | | 148,363(10) | | | | | | 199,891 | | |
Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(4) | All Other Compensation ($) | Total ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
David Hallal | 157,853 | (2) | 764,120 | (5) | 921,973 | ||||||||
Kristina Burow | 30,839 | 298,239 | (6) | 329,078 | |||||||||
Jeffrey Flier | 28,393 | 312,947 | (7) | 109,586 | (9) | 450,926 | |||||||
Michael Gilman | 31,746 | 312,947 | (8) | 117,858 | (10) | 462,551 | |||||||
Edward H. Myles | 6,427 | 282,557 | (6) | �� | 288,984 | ||||||||
Amir Nashat, Sc.D. | 28,111 | (3) | 298,239 | (6) | 326,350 | ||||||||
Timothy A. Springer, Ph.D. | 25,977 | 298,239 | (6) | 80,000 | (11) | 404,216 |
purchase 1,313 shares of the Company's common stock. This option award, as well as 5,912 shares of restricted common stock became fully vested immediately prior to our initial public offering. The acceleration of the vesting of the option award and restricted stock had a fair value of $16,694 and $82,756, respectively. This option award remains outstanding at December 31, 2018.
Effective as of May 23, 2018, as amended from time to time, under our Non-Employee Director Compensation Policy, we pay our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee of the Board of Directors on which the director is a member. The chairman of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board of Directors.Directors
| | | 2021 Annual Retainer | | |||
Board of Directors: | | | | | | | |
Nonemployee member | | | | $ | 40,000(1) | | |
Additional fee for Non-Executive Chairman of the Board | | | | $ | 115,000 | | |
Audit Committee: | | | | | | | |
Member | | | | $ | 7,500 | | |
Additional fee for Chairman | | | | $ | 7,500 | | |
Compensation Committee: | | | | | | | |
Member | | | | $ | 5,000 | | |
Additional fee for Chairman | | | | $ | 5,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Member | | | | $ | 4,000 | | |
Additional fee for Chairman | | | | $ | 4,000 | | |
Science, Innovation and Technology Committee: | | | | | | | |
Member | | | | $ | 7,500 | | |
Additional fee for Chairman | | | | $ | 7,500 | | |
| Annual Retainer | |||
---|---|---|---|---|
Board of Directors: | ||||
Nonemployee member | $ | 35,000 | ||
Additional fee for Non-Executive Chairman of the Board | $ | 115,000 | ||
Audit Committee: | ||||
Member | $ | 7,500 | ||
Additional fee for Chairman | $ | 7,500 | ||
Compensation Committee: | ||||
Member | $ | 5,000 | ||
Additional fee for Chairman | $ | 5,000 | ||
Nominating and Corporate Governance Committee: | ||||
Member | $ | 4,000 | ||
Additional fee for Chairman | $ | 4,000 | ||
Science, Innovation and Technology Committee: | ||||
Member | $ | 4,000 | ||
Additional fee for Chairman | $ | 4,000 |
Summary Compensation Table for Fiscal 20182021
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Option Award ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
Nagesh K. Mahanthappa, Ph.D. Interim Chief Executive Officer and President | | | | | 2021 | | | | | | 219,420(4) | | | | | | — | | | | | | 4,739,043(5) | | | | | | 128,765 | | | | | | 8,036(15) | | | | | | 5,095,264 | | |
| | | 2020 | | | | | | 306,904(6) | | | | | | 40,743(7) | | | | | | 2,936,796(8) | | | | | | — | | | | | | 846,648(9) | | | | | | 4,131,091 | | | ||
Edward H. Myles Chief Operating Officer & Chief Financial Officer | | | | | 2021 | | | | | | 444,769 | | | | | | 1,423,160 | | | | | | 3,477,028 | | | | | | 158,331 | | | | | | 12,765(16) | | | | | | 5,516,053 | | |
| | | 2020 | | | | | | 193,500(10) | | | | | | — | | | | | | 2,683,211(11) | | | | | | 208,980 | | | | | | 30,664(18) | | | | | | 3,116,355 | | | ||
Yung H. Chyung M.D., Chief Medical Officer | | | | | 2021 | | | | | | 444,758 | | | | | | 928,148 | | | | | | 2,267,627 | | | | | | 158,331 | | | | | | 10,518(16) | | | | | | 3,809,382 | | |
Stuart A. Kingsley Former President and Chief Executive Officer | | | | | 2021 | | | | | | 318,500(12) | | | | | | 2,475,060 | | | | | | 6,047,006 | | | | | | — | | | | | | 775,401(13) | | | | | | 9,615,967 | | |
| | | 2020 | | | | | | 238,000(17) | | | | | | — | | | | | | 4,396,154(14) | | | | | | 312,000 | | | | | | 6,692 | | | | | | 4,952,846 | | |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Award ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(10) | Total ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nagesh K. Mahanthappa Ph.D., | 2018 | 456,769 | — | — | 2,310,011 | 273,125 | 2,322 | 3,042,227 | |||||||||||||||||
President and Chief Executive | 2017 | 382,454 | — | 590,810 | (3) | — | 147,245 | — | 1,120,509 | ||||||||||||||||
Officer | |||||||||||||||||||||||||
Elan Z. Ezickson, | 2018 | 373,936 | — | 1,240,763 | (4) | 42,500 | (5) | 133,000 | 24,290 | (6) | 1,814,489 | ||||||||||||||
Chief Operating Officer & | 2017 | 354,447 | — | 108,643 | (7) | — | 116,968 | — | 580,058 | ||||||||||||||||
Head of Corporate Development | |||||||||||||||||||||||||
Rhonda M. Chicko, C.P.A, | 2018 | 267,765 | (8) | 50,000 | (9) | — | 1,176,596 | 146,108 | 1,359 | 1,641,828 | |||||||||||||||
Chief Financial Officer | 2017 | — | — | — | — | — | — | — |
has concluded that their engagement does not raise any conflict of interest.
salary, with the actual cash incentive bonus determined by the Board of Directorsfor our other named executive officers, based on the achievement of specified corporate goals.
goals as well as individual performance.
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||
Name and Principal Position(9) | | | Grant Date | | | Number of Securities Underlying Unexercised Options (# Exercisable) | | | Number of Securities Underlying Unexercised Options (# Unexercisable) | | | Option Exercise Price | | | Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | | |||||||||||||||||||||
Nagesh K. Mahanthappa, Ph.D. Interim Chief Executive Officer and President | | | | | 02/20/2018(2) | | | | | | 39,407 | | | | | | 13,136 | | | | | $ | 5.77 | | | | | | 02/20/2028 | | | | | | — | | | | | | — | | |
| | | 05/23/2018(3) | | | | | | 27,618 | | | | | | 18,412 | | | | | $ | 14.00 | | | | | | 05/23/2028 | | | | | | — | | | | | | — | | | ||
| | | 01/31/2019(4) | | | | | | 24,742 | | | | | | 32,500 | | | | | $ | 15.11 | | | | | | 01/31/2029 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2020(5) | | | | | | 30,750 | | | | | | 92,250 | | | | | $ | 13.52 | | | | | | 02/06/2030 | | | | | | — | | | | | | — | | | ||
Edward H. Myles Chief Operating Officer and Chief Financial Officer | | | | | 07/16/2020(6) | | | | | | 15,625 | | | | | | 171,875 | | | | | $ | 13.83 | | | | | | 07/16/2030 | | | | | | — | | | | | | — | | |
| | | 02/01/2021(7) | | | | | | 15,093 | | | | | | 65,407 | | | | | $ | 58.93 | | | | | | 02/01/2031 | | | | | | — | | | | | | — | | | ||
| | | 02/01/2021(8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,150 | | | | | $ | 599,886 | | | ||
Yung H. Chyung, M.D., Chief Medical Officer | | | | | 02/20/2018(2) | | | | | | 39,406 | | | | | | 2,628 | | | | | $ | 5.77 | | | | | | 02/20/2028 | | | | | | — | | | | | | — | | |
| | | 01/31/2019(4) | | | | | | 42,000 | | | | | | 14,000 | | | | | $ | 15.11 | | | | | | 01/31/2029 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2020(5) | | | | | | 32,812 | | | | | | 42,188 | | | | | $ | 13.52 | | | | | | 02/06/2030 | | | | | | — | | | | | | — | | | ||
| | | 02/21/2021(7) | | | | | | 9,843 | | | | | | 42,657 | | | | | $ | 58.93 | | | | | | 02/01/2031 | | | | | | — | | | | | | — | | | ||
| | | 02/21/2021(8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,750 | | | | | $ | 391,230 | | |
Outstanding Equity Awards at 2018 Fiscal Year End Table
The following table presents information regarding all outstanding stock options held by each of our named executive officers on December 31, 2018.
| | Stock Awards | Option Awards | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Grant Date | Number of Shares That Have Not Vested (#)(1) | Market Value of Shares That Have Not Vested ($)(2) | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options (# Unexercisable) | Option Exercise Price | Option Expiration Date | |||||||||||||||
Nagesh K. Mahanthappa Ph.D., | 12/22/2017 | 102,073 | (3) | 2,344,617 | — | — | — | — | ||||||||||||||
President and Chief | 2/20/2018 | (5) | — | — | 39,407 | 170,765 | $ | 5.77 | 2/20/2028 | |||||||||||||
Executive Officer | 5/23/2018 | (6) | — | — | 18,411 | 128,884 | $ | 14.00 | 5/23/2028 | |||||||||||||
Elan Z. Ezickson, | 2/20/2018 | — | — | 8,757 | — | $ | 5.77 | 2/20/2028 | ||||||||||||||
Chief Operating Officer & Head of Corporate Development(4) | ||||||||||||||||||||||
Rhonda M. Chicko, C.P.A, | 4/03/2018 | (7) | — | — | — | 201,415 | $ | 7.17 | 4/03/2028 | |||||||||||||
Chief Financial Officer | 5/23/2018 | (6) | — | — | 1,901 | 13,307 | $ | 14.00 | 5/23/2028 |
Employment arrangements with our named executive officers
Nagesh K. Mahanthappa, Ph.D.
Dr. Mahanthappa entered into an offer letter with us on October 10, 2012. This offer letter was amended in May 2018, when we entered into a new employment agreement with Dr. Mahanthappa, pursuant to which Dr. Mahanthappa is entitled to receive an annual base salary and target bonus based upon our Board of Directors' assessment of his performance and our attainment of targeted goals as set by our Board of Directors in its sole discretion. Dr. Mahanthappa is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans. The new employment agreement provides that, in the event that his employment is terminated by us without "cause" or by him for "good reason," subject to the execution and effectiveness of a separation agreement and release, he will be entitled to receive (i) an amount equal to (x) 12 months of base salary, payable on our normal payroll cycle if such termination is not in connection with a "change in control" or (y) 18 months if such termination is in connection with a "change in control" within 18 months of such "change in control," plus 1.5 times his annual target bonus he would have been entitled to receive in the fiscal year of such termination and (ii) reimbursement of COBRA premiums for health benefit coverage for him and his immediate family in an amount equal to the monthly employer contribution that we would have made to provide health insurance to Dr. Mahanthappa had he remained employed with us for up to (x) 12 months following termination if such termination is not in connection with a "change in control" or (y) 18 months if such termination is in connection with a "change in control". In addition, if within 18 months following a "change in control," Dr. Mahanthappa is terminated by us without "cause" or he resigns for "good reason," all time-based stock options and other time-based stock-based awards held by Dr. Mahanthappa will accelerate and vest immediately.
Elan Z. Ezickson
Mr. Ezickson entered into an offer letter with us on July 17, 2014. This offer letter was amended in May 2018, when we entered into a new employment agreement with Mr. Ezickson, pursuant to which Mr. Ezickson was entitled to receive an annual base salary and an annual target bonus based upon our Board of Directors' assessment of his performance and our attainment of targeted goals as set by our Board of Directors in its sole discretion. Mr. Ezickson is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans. The new employment agreement provided that, in the event that his employment was terminated by us without "cause" or by him for "good reason," subject to the execution and effectiveness of a separation agreement and release, he would be entitled to receive (i) an amount equal to (x) 9 months of base salary, payable on our normal payroll cycle if such termination is not in connection with a "change in control" or (y) 12 months if such termination is in connection with a "change in control" within 18 months of such "change in control," plus 1.0 times his annual target bonus he would have been
entitled to receive in the fiscal year of such termination and (ii) reimbursement of COBRA premiums for health benefit coverage for him and his immediate family in an amount equal to the monthly employer contribution that we would have made to provide health insurance to Mr. Ezickson had he remained employed with us for up to (x) 9 months following termination if such termination was not in connection with a "change in control" or (y) 12 months if such termination was in connection with a "change in control". In addition, if within 18 months following a "change in control," Mr. Ezickson was terminated by us without "cause" or he resigns for "good reason," all time-based stock options and other time-based stock-based awards held by Mr. Ezickson will accelerate and vest immediately.
On August 23, 2018, Mr. Ezickson informed us of his intention to retire from the Company, effective December 31, 2018 ("Retirement Date"). For a nine-month period following his Retirement Date, Mr. Ezickson is eligible to participate in the Company's health, dental and vision plans at the rate employees of the Company would otherwise pay. Mr. Ezickson was also entitled to receive a one-time payment of up to 100% of his target bonus for 2018 based on the achievement by the Company of its 2018 corporate objectives, which was paid at the time the Company customarily pays its annual bonuses. On the Retirement Date, all of Mr. Ezickson's unvested equity in Scholar Rock Holding Corporation was fully accelerated and became vested. In addition, Mr. Ezickson was given 180 days following the Retirement Date to exercise any option to purchase shares of Scholar Rock Holding Corporation's common stock (in lieu of the typical 90-day period for exercisability).
Rhonda M. Chicko
Ms. Chicko entered into an offer letter with us on March 10, 2018. This offer letter was amended in May 2018, when we entered into a new employment agreement with Ms. Chicko, pursuant to which Ms. Chicko was entitled to receive an annual base salary and an annual target bonus based upon our Board of Directors' assessment of her performance and our attainment of targeted goals as set by our Board of Directors in its sole discretion. Ms. Chicko is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans. The new employment agreement provided that, in the event that her employment was terminated by us without "cause" or by her for "good reason," subject to the execution and effectiveness of a separation agreement and release, she would be entitled to receive (i) an amount equal to (x) 9 months of base salary, payable on our normal payroll cycle if such termination is not in connection with a "change in control" or (y) a lump sum payment equal to the current Base Salary if such termination is in connection with a "change in control" within 18 months of such "change in control," plus 1.0 times her annual target bonus she would have been entitled to receive in the fiscal year of such termination and (ii) reimbursement of COBRA premiums for health benefit coverage at the coverage level immediately prior to the termination, in an amount equal to the monthly employer contribution that we would have made to provide health insurance to Ms. Chicko had she remained employed with us for up to (x) 9 months following termination if such termination was not in connection with a "change in control" or (y) 12 months if such termination was in connection with a "change in control". In addition, if within 18 months following a "change in control," Ms. Chicko is terminated by us without "cause" or she resigns for "good reason," all time-based stock options and other time-based stock-based awards held by Ms. Chicko will accelerate and vest immediately.
Compensation Risk Assessment
Equity Compensation Plan Information
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 4,058,301 | | | | | $ | 25.55(2) | | | | | | 3,531,464(3) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 4,058,301 | | | | | $ | 25.55 | | | | | | 3,531,464 | | |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders(1) | 1,635,561 | $ | 10.83 | 2,770,155 | (2) | |||||
Equity compensation plans not approved by security holders | — | $ | — | — | ||||||
| | | | | | | | | | |
Total | 1,635,561 | $ | 10.83 | 2,770,155 | ||||||
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In connection
Participation in our IPO
Our existing stockholders, including certain affiliates of our directors purchased an aggregate of approximately 3,329,685 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 purchasedunderwriting discounts and selling commissions, will be borne by directors, executive officers and 5% stockholders and their affiliates and the aggregate purchase price paid for such shares, excluding any shares purchased pursuant to the exercise in full of the underwriters' over-allotment option in connection with our initial public offering.
Name | Shares of Common Stock Purchased | Aggregate Cash Purchase Price | |||||
---|---|---|---|---|---|---|---|
EcoR1 Capital, LLC | 1,150,000 | $ | 16,100,000 | ||||
Redmile Group, LLC | 1,150,000 | 16,100,000 | |||||
FMR LLC | 815,400 | 11,415,600 | |||||
Polaris Venture Partners VI LP | 142,857 | 1,999,998 | |||||
Timothy A. Springer, Ph.D. | 71,428 | 999,992 | |||||
Total | 3,329,685 | $ | 46,615,590 | ||||
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Limitation of Liability and Indemnification of Officers and Directors
Our Board of Directors or a committee thereof reviews and approves transactions with directors, officers and holders of five percent or more of
Our Board of Directors adopted a written related person transactions policy providing that transactions with our directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related person, must be approved by our audit committee. This policy became effective on May 23, 2018, the date our registration statement for our IPO 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 between us and related persons in which a related person has or will have a direct or indirect material interest and in which the aggregate amount involved exceeds or may be expected to exceed $120,000 annually, subject to certain exceptions. 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.
4, 2022.
| | | Shares beneficially owned | | |||||||||
Name and address of beneficial owner(1) | | | Number | | | Percentage(1) | | ||||||
5% Stockholders: | | | | | | | | | | | | | |
ARCH Venture Fund VIII, L.P.(2) | | | | | 2,637,617 | | | | | | 7.5% | | |
Invus Public Equities, L.P.(3) | | | | | 2,450,000 | | | | | | 6.9% | | |
Entities affiliated with Polaris Venture Partners(4) | | | | | 2,549,435 | | | | | | 7.2% | | |
FMR LLC(5) | | | | | 5,266,219 | | | | | | 14.9% | | |
Redmile Group, LLC(6) | | | | | 3,624,880 | | | | | | 9.9% | | |
BB Biotech AG(7) | | | | | 2,275,125 | | | | | | 6.4% | | |
T. Rowe Price Associates, Inc.(8) | | | | | 5,262,601 | | | | | | 14.9% | | |
BlackRock, Inc.(9) | | | | | 2,288,026 | | | | | | 6.5% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Stuart A. Kingsley(10) | | | | | — | | | | | | — | | |
Yung H. Chyung, M.D.,(11) | | | | | 357,653 | | | | | | 1.0% | | |
Edward H. Myles(12) | | | | | 79,483 | | | | | | * | | |
Nagesh K. Mahanthappa, Ph.D.(13) | | | | | 575,681 | | | | | | 1.6% | | |
David Hallal(14) | | | | | 459,793 | | | | | | 1.3% | | |
Kristina Burow(15) | | | | | 2,688,891 | | | | | | 7.6% | | |
Jeffrey S. Flier, M.D.(16) | | | | | 65,102 | | | | | | * | | |
Michael Gilman, Ph.D.(17) | | | | | 90,047 | | | | | | * | | |
Amir Nashat, Sc.D.(18) | | | | | 2,608,150 | | | | | | 7.4% | | |
Joshua Reed(19) | | | | | 6,066 | | | | | | * | | |
Akshay Vaishnaw, M.D., Ph.D.(20) | | | | | 51,884 | | | | | | * | | |
All executive officers and directors as a group (14 persons) | | | | | 7,251,190 | | | | | | 20.5% | | |
| Shares beneficially owned | ||||||
---|---|---|---|---|---|---|---|
Name and address of beneficial owner(1) | Number | Percentage | |||||
5% Stockholders: | |||||||
ARCH Venture Fund VIII, L.P.(2) | 2,637,617 | 10.1 | % | ||||
Artal International S.C.A.(3) | 2,296,040 | 8.8 | |||||
EcoR1 Capital, LLC(4) | 1,474,228 | 5.6 | |||||
FMR LLC(5) | 3,785,576 | 14.4 | |||||
Polaris Venture Partners VI, L.P.(6). | 2,676,311 | 10.2 | |||||
Redmile Group, LLC(7) | 1,761,407 | 6.7 | |||||
Timothy A. Springer, Ph.D.(8) | 3,556,192 | 13.6 | |||||
Named Executive Officers and Directors: | |||||||
Nagesh K. Mahanthappa, Ph.D.(9) | 730,688 | 2.8 | |||||
Rhonda M. Chicko, C.P.A.(10) | 57,655 | * | |||||
Elan Z. Ezickson(11) | 331,208 | 1.3 | |||||
David Hallal(12) | 334,030 | 1.3 | |||||
Kristina Burow(13) | 2,644,389 | 10.1 | |||||
Jeffrey S. Flier, M.D.(14) | 52,964 | * | |||||
Michael Gilman, Ph.D.(15) | 53,138 | * | |||||
Edward H. Myles(16) | 3,386 | * | |||||
Amir Nashat, Sc.D.(17) | 2,683,083 | 10.2 | |||||
Timothy A. Springer, Ph.D.(8) | 3,556,192 | 13.6 | |||||
All executive officers and directors as a group (12 persons) | 10,849,039 | 41.4 | % |
2,447,926 shares of Common Stock owned by
Based
36 |
April 30, 2019
Some banks, brokers and other nominee record holders may be participating in the practice of "householding"“householding” proxy statements and annual reports. This means that only one copy of our documents, including the annual report to stockholders and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Scholar Rock Holding Corporation, 620 Memorial Drive, 2nd301 Binney Street, 3rd Floor, Cambridge, Massachusetts 0213902142 Attention: Corporate Secretary, telephone:telephone (857) 259-3860. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.
meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.