UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
Cambridge, MassachusettsApril 23, 2020
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REPORT OF THE AUDIT COMMITTEE | | | | | | | |
HOUSEHOLDING
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i
SCHOLAR ROCK HOLDING CORPORATION
301 Binney Street, 3620 Memorial Drive, 2ndrd Floor
Cambridge, MA 0213902142
May 1, 2023.
(4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
SCHOLAR ROCK HOLDING CORPORATION
PROXY STATEMENT
FOR THE 20202023 ANNUAL MEETING OF STOCKHOLDERS
April 24, 2023.
April 24, 2022.
As a part of our precautions regarding the coronavirus (COVID-19) outbreak, we have decided to hold our Annual Meeting solely online.
format allows stockholders to participate fully from any location, without the cost of travel.
There were 54,291,331 shares of our common stock outstanding and entitled to vote on the record date. Therefore, a quorum will be present if 27,199,957 shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting.
How is the vote counted?
To be
those nominees. Broker “non-votes” will have no effect on the election of the nominees. If nominees are unopposed, election requires only a single “for” vote.
Proposal | | | Vote Required | | | Discretionary Voting Permitted? | |
Election of Directors | | | Plurality | | | No | |
Approval of the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm | | | Majority of votes cast | | | Yes | |
publicly announce the deadline for submitting a proposal in a press release or in a document filed with the Securities Exchange Commission, or SEC.
A proposal submitted outside the requirements of Rule 14a-8 under the Exchange Act will be considered untimely if received after March 17, 2024. Rule 14a-8 proposals must be delivered by mail to Scholar Rock Holding Corporation, 301 Binney Street, 3
rd Floor, Cambridge, Massachusetts 02142, Attention: Legal. We also encourage you to submit any such proposals via email to legal@scholarrock.com.2024.
Nominees for Election as Class II Directors
Name | | | Positions and Offices Held with Scholar Rock | | | Director Since | | | Age | |
David Hallal | | | Director | | | 2017 | | | 56 | |
Kristina Burow | | | Director | | | 2014 | | | 49 | |
Michael Gilman, Ph.D. | | | Director | | | 2013 | | | 68 | |
Name | Positions and Offices Held with Scholar Rock | Director Since | Age | ||||||
---|---|---|---|---|---|---|---|---|---|
David Hallal | Chairman of the Board of Directors | 2017 | 53 | ||||||
Kristina Burow | Director | 2014 | 46 | ||||||
Michael Gilman, Ph.D. | Director | 2013 | 65 |
David Hallal has served as the Chairman of our Board of Directors since July 2017. He also serves as the Chairman of the Board of Directors of iTeos Therapeutics SA and as a member of the Board of Directors of Seer Biosciences, Inc. Since December 2017, Mr. Hallal has served as Chairman and Chief Executive Officer of ElevateBio, LLC, and sinceLLC. From September 2018 he has alsountil 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 June 2006 to December 2016, Mr. Hallal served in executive roles of increasing responsibility at Alexion Pharmaceuticals, Inc., most recently serving as Chief Executive Officer and a 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 2004 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 New Hampshire. Our Board of Directors believes that Mr. Hallal'sHallal’s experience as an executive at numerous pharmaceutical companies qualifies him to serve as our Chairman of the Board of Directors.
was Founder and Chief Executive Officer. Prior to founding Stromedix in 2006, from 1999 to 2005, Dr.Mr. Gilman served in a variety of capacities, most recently as Executive Vice President, Research at Biogen Idec. From 1994 to 1999, Dr.Mr. Gilman was at ARIAD Pharmaceuticals, Inc., where he was Executive Vice President and Chief Scientific Officer. From 1986 to 1994, Dr.Mr. Gilman was on the scientific staff of Cold Spring Harbor Laboratory in New York. He also serves on the Board of Directors of Arrakis Therapeutics, Inc., Obsidian Therapeutics, Inc. and Novartis Venture Fund, and on the Scientific Advisory Board of FutuRx, an Israeli biotech accelerator. He previously served on the Board of Directors of X4 Pharmaceuticals, Inc. from September 2014 to March 2019. Dr.Mr. Gilman was a postdoctoral fellow with Dr. Robert Weinberg at the Whitehead Institute. He holds a Ph.D. in Biochemistry from University of California, Berkeley, and a S.B. in Life Sciences from Massachusetts Institute of Technology. Our Board of Directors believes that Dr. Gilman'sMr. Gilman’s extensive experience in the pharmaceuticals industry qualifies him to serve on our Board of Directors.
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.
Name | | | Positions and Offices Held with Scholar Rock | | | Director Since | | | Class and Year in Which Term Will Expire | | | Age | |
Srinivas Akkaraju, M.D., Ph.D. | | | Director | | | 2022 | | | Class I — 2025 | | | 55 | |
Jay Backstrom, M.D., M.P.H. | | | Director | | | 2022 | | | Class I — 2025 | | | 68 | |
Joshua Reed | | | Director | | | 2021 | | | Class I — 2025 | | | 50 | |
Richard H. Brudnick | | | Director | | | 2023 | | | Class III — 2024 | | | 66 | |
Jeffrey S. Flier, M.D. | | | Director | | | 2016 | | | Class III — 2024 | | | 75 | |
Amir Nashat, Sc. D. | | | Director | | | 2012 | | | Class III — 2024 | | | 50 | |
Akshay Vaishnaw, M.D., Ph.D. | | | Director | | | 2019 | | | Class III — 2024 | | | 60 | |
Name | Positions and Offices Held with Scholar Rock | Director Since | Class and Year in Which Term Will Expire | Age | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Nagesh K. Mahanthappa, Ph.D. | President, Chief Executive Officer and Director | 2012 | Class I—2022 | 55 | |||||||
Edward H. Myles | Director | 2018 | Class I—2022 | 48 | |||||||
Jeffrey S. Flier, M.D. | Director | 2016 | Class III—2021 | 72 | |||||||
Amir Nashat, Sc.D. | Director | 2012 | Class III—2021 | 47 | |||||||
Akshay Vaishnaw, M.D., Ph.D. | Director | 2019 | Class III—2021 | 57 |
Nagesh K. Mahanthappa,Srinivas Akkaraju, M.D., Ph.D. has served as a director since July 2022. Dr. Akkaraju is a Founder and Managing General Partner at Samsara BioCapital. Previously, from April 2013 to February 2016, he served as a General Partner of Sofinnova Ventures. From January 2009 until April 2013, he served as Managing Director of New Leaf Venture Partners. Previously, he served as a Managing Director at Panorama Capital, LLC, a private equity firm. Prior to co-founding Panorama Capital, he was with J.P. Morgan Partners, which he joined in 2001 and of which he became a Partner in 2005. From October 1998 to April 2001, he was in Business and Corporate Development at Genentech, Inc. (now a wholly owned member of The Roche Group), a biotechnology company, most recently as Senior Manager. Prior to joining Genentech, Dr. Akkaraju was a graduate student at Stanford University, where he received his M.D. and a Ph.D. in Immunology. He received his undergraduate degrees in Biochemistry and Computer Science from Rice University. Dr. Akkaraju also serves as a director of Chinook Therapeutics, Intercept Pharmaceuticals, Mineralys Therapeutics, and Syros Pharmaceuticals. Previously, Dr. Akkaraju served as a director on the founding employeeboards of Scholar RockSeattle Genetics, Barrier Therapeutics, Eyetech Pharmaceuticals, ZS Pharma, Synageva Biopharma Corp., Jiya Acquisition Corp., aTyr Pharma, and Amarin Corporation plc. Our Board of Directors believes that Dr. Akkaraju’s biotechnology investment experience qualifies him to serve on our Board of Directors.
EdwardRichard H. MylesBrudnick has served as a director since November 2018.April 2023. Mr. Myles isBrudnick joined Prime Medicine Inc. in July 2022, and currently serves as Chief OperatingBusiness Officer. Prior to joining Prime Medicine from June 2018 to June 2022, Mr. Brudnick was Chief Business Officer and Chief Financial OfficerHead of AMAG Pharmaceuticals,Strategy for Codiak BioSciences, Inc. ("AMAG"). He served asFrom May 2016 to March 2018, Mr. Brudnick was Executive Vice President of Business Development and Chief Financial Officer of AMAG from April 2016 to January 2020. Prior to joining AMAG, from June 2013 to April 2016, heAlliance Management at Bioverativ, Inc., and Mr. Brudnick served as Chief Financial Officer at Ocata Therapeutics, Inc. ("Ocata") before it was acquired by Astellas Pharma, Inc. While at Ocata, Mr. Myles also served as ExecutiveBiogen’s Senior Vice President of Corporate Development from June 2013 to JulyAugust 2014 interim President from January 2014 to July 2014,until May 2016. Mr. Brudnick joined Biogen in 2001 and held senior positions in the areas of Portfolio Strategy & Business Development and Corporate Development. Before joining Biogen, Mr. Brudnick was the Chief Operating Officer from July 2014 to April 2016. His prior leadership positions include Chief Financial Officer and Vice President of Operations at PrimeraDx, Inc. from November 2008 to June 2013, Senior Vice President and Chief FinancialExecutive Officer of Pressure BioSciences, Inc. from April 2006 to November 2008a regional pharmaceutical distributor and Controller of EMD Pharmaceuticals (now EMD Serono, a part of Merck KGaA) from 2003 to 2006. Earlierstrategy consultant at Bain & Company. Mr. Brudnick received a B.S. and M.S. in his career, Mr. Myles was an associate in the healthcare investment banking group at SG Cowen Securities Corporation, and was a senior associate in the audit practice of Coopers & Lybrand LLP from 1993 to 1997. Mr. Myles holds a Master of Business Administration from John M. Olin School of Business at Washington University and Bachelor ofManagement Science in Business Administration from the UniversityMassachusetts Institute of Hartford.Technology. Mr. Brudnick is a member of the Board of Directors for Tamarix Pharma Ltd.., Volition Rx Limited (which he will be stepping down from in May 2023), and InflaRx N.V. Our Board of Directors believes that Mr. Myles' extensiveBrudnick’s biotechnology leadership experience in the biotech and pharmaceutical industry in various corporate finance roles qualifies him to serve on our Board of Directors.
Directors believes that Dr. Nashat'sMr. Nashat’s biotechnology investment experience qualifies him to serve on our Board of Directors.
| Board Size: | | | | | | ||||||||||||||
| Total Number of Directors | | | | | 10 | | | | | | | | | | | | | | |
| Gender: | | | Male | | | Female | | | Non-Binary | | | Did not Disclose Gender | | ||||||
| Number of directors based on gender identity | | | | | 9 | | | | | | 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 | | | | | 5 | | | | | | 1 | | | | | | | | |
| Two or More Races or Ethnicities | | | | | | | | | | | | | | | | | | | |
| LGBTQ+ | | | | | | | | | | | | | | | | | | | |
| Undisclosed | | | | | | | | | | | | | | | | | | | |
Name | | | Position Held with Scholar Rock | | | Officer Since | | | Age | |
Jay Backstrom, M.D., M.P.H. | | | Chief Executive Officer & President | | | 2022 | | | 68 | |
Junlin Ho, J.D. | | | General Counsel & Corporate Secretary | | | 2021 | | | 44 | |
Jing Marantz, M.D., Ph.D., M.B.A. | | | Chief Medical Officer | | | 2022 | | | 58 | |
Edward H. Myles, M.B.A. | | | Chief Operating Officer and Chief Financial Officer | | | 2020 | | | 51 | |
Caryn Parlavecchio | | | Chief Human Resources Officer | | | 2021 | | | 51 | |
Mo Qatanani, Ph.D. | | | Senior Vice President and Head of Research | | | 2022 | | | 49 | |
Tracey Sacco | | | Chief Commercial Officer | | | 2022 | | | 46 | |
Name | Position Held with Scholar Rock | Officer Since | Age | ||||||
---|---|---|---|---|---|---|---|---|---|
Alan J. Buckler, Ph.D. | Chief Scientific Officer | 2016 | 60 | ||||||
Yung H. Chyung, M.D. | Chief Medical Officer | 2016 | 44 | ||||||
Erin Moore | SVP, Finance | 2019 | 45 |
completed his internal medicine residency and allergy and immunologybriefly affiliated with Massachusetts General Hospital following a post-doctoral fellowship at Massachusetts General Hospital.the Dana-Farber Cancer Institute. Dr. ChyungMarantz also currently sits on the board of directors of Arcturus Therapeutics, Inc. She received her medical training from Tongji Medical College, a Ph.D. in Biochemistry and Molecular Biology from Medical University of South Carolina, and an MBA from the University of California at Berkeley.
the University of Hartford.
since 2015.
| | | 2022 | | | 2021 | | ||||||
Audit fees(1) | | | | $ | 873 | | | | | $ | 825 | | |
Audit-related fees(2) | | | | | — | | | | | | — | | |
Tax fees(3) | | | | | 63 | | | | | | 169 | | |
All other fees(4) | | | | | — | | | | | | 1 | | |
Total fees | | | | $ | 936 | | | | | $ | 995 | | |
| 2019 | 2018 | |||||
---|---|---|---|---|---|---|---|
Audit fees(1) | $ | 621 | $ | 1,318 | |||
Audit-related fees(2) | — | — | |||||
Tax fees(3) | 25 | — | |||||
All other fees(4) | 2 | 2 | |||||
| | | | | | | |
Total fees | $ | 648 | $ | 1,320 | |||
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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, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its 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.
Edward H. Myles, Michael Gilman
releases; and
guidelines.
”
Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the
seven of our eight directors.
or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits short sales, derivative transactions, or any hedging transactions with respect to our stock by our executive officers, directors, employees and certain designated consultants and contractors, whether made directly or indirectly. Our insider trading policy expressly prohibits, without the advance approval of our audit committee, purchases or sales of puts, calls, or other derivative securities of the company or any derivative securities that provide the economic equivalent of ownership.
Communication with the Directors of Scholar Rock
Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($) | | | Option Awards ($)(4) | | | Total ($) | | ||||||||||||
David Hallal | | | | | 169,804 | | | | | | — | | | | | | 146,125(5) | | | | | | 315,929 | | |
Srinivas Akkaraju, M.D., Ph.D. | | | | | 17,282(2) | | | | | | — | | | | | | 376,729(6) | | | | | | 394,011 | | |
Kristina Burow | | | | | 60,195 | | | | | | — | | | | | | 96,670(7) | | | | | | 156,865 | | |
Jeffrey S. Flier, M.D. | | | | | 59,603 | | | | | | — | | | | | | 96,670(8) | | | | | | 156,273 | | |
Michael Gilman, Ph.D. | | | | | 53,099 | | | | | | — | | | | | | 146,125(9) | | | | | | 199,224 | | |
Amir Nashat, Sc.D. | | | | | 48,997(3) | | | | | | — | | | | | | 96,670(10) | | | | | | 145,667 | | |
Joshua Reed | | | | | 57,995 | | | | | | — | | | | | | 96,670(11) | | | | | | 154,665 | | |
Akshay Vaishnaw, M.D., Ph.D. | | | | | 52,103 | | | | | | — | | | | | | 146,125(12) | | | | | | 198,228 | | |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(5) | Option Awards ($)(5) | All Other Compensation ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
David Hallal | 163,000 | 140,026 | (7) | — | |||||||||
Kristina Burow | 45,000 | 140,026 | (8) | — | |||||||||
Jeffrey S. Flier, M.D. | 51,270 | 140,026 | (9) | — | |||||||||
Michael Gilman, Ph.D. | 48,635 | 140,026 | (10) | — | |||||||||
Edward H. Myles | 55,000 | 70,013 | (11) | — | |||||||||
Amir Nashat, Sc.D. | 42,500 | (2) | 140,026 | (8) | — | ||||||||
Akshay Vaishnaw, M.D., Ph.D. | 28,360 | (3) | $ | 15,648 | (6) | 301,168 | (6) | 12,500 | (13) | ||||
Timothy A. Springer, Ph.D. | 16,769 | (4) | — | 32,204 | (14) |
| | | 2022 Annual Retainer | | |||
Board of Directors: | | | | | | | |
Nonemployee member | | | | $ | 40,000 | | |
Additional fee for Non-Executive Chairman of the Board | | | | $ | 115,000 | | |
Audit Committee: | | | | | | | |
Member | | | | $ | 10,000(1) | | |
Additional fee for Chairman | | | | $ | 10,000(1) | | |
Compensation Committee: | | | | | | | |
Member | | | | $ | 6,000(2) | | |
Additional fee for Chairman | | | | $ | 6,000(2) | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Member | | | | $ | 5,000(3) | | |
Additional fee for Chairman | | | | $ | 5,000(3) | | |
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 | $ | 7,500 | ||
Additional fee for Chairman | $ | 7,500 |
The fees associated with membership on the Science, Innovation and Technology Committee were modified on
May 26, 2022 was $5,000.
in each case,our common stock (the “Annual Option Grant”), which vests in full on the earlier to occur of the first anniversary of the date of grant or the next scheduled annual meeting, subject to continued service as a director through such vesting date.
The number of shares subject to the Annual Option Grant is reviewed by the compensation committee on a regular basis, and on May 26, 2022, our Non-Employee Compensation Policy was revised to increase the Annual Option Grant from 7,800 shares to 28,000 shares.
This policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors'directors’ interests with those of our stockholders.
and president.
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Option Award ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
Jay Backstrom, M.D., M.P.H. President and Chief Executive Officer | | | | | 2022 | | | | | | 159,231(4) | | | | | | — | | | | | | 6,809,500 | | | | | | 100,603 | | | | | | 6,925(5) | | | | | | 7,076,259 | | |
Edward H. Myles, M.B.A. Chief Operating Officer & Chief Financial Officer | | | | | 2022 | | | | | | 466,577 | | | | | | 1,402,885 | | | | | | 1,038,517 | | | | | | 188,201 | | | | | | 13,707(6) | | | | | | 3,109,887 | | |
| | | 2021 | | | | | | 444,769 | | | | | | 1,423,160 | | | | | | 3,477,028 | | | | | | 158,331 | | | | | | 12,765 | | | | | | 5,516,053 | | | ||
Junlin Ho, J.D. General Counsel and Secretary | | | | | 2022 | | | | | | 394,039 | | | | | | 899,130 | | | | | | 665,497 | | | | | | 159,185 | | | | | | 10,505(6) | | | | | | 2,128,356 | | |
Greg Carven, Ph.D. Former Chief Scientific Officer | | | | | 2022 | | | | | | 333,862(7) | | | | | | 1,329,010(8) | | | | | | 1,383,490(9) | | | | | | — | | | | | | 40,609(10) | | | | | | 3,086,971 | | |
Nagesh K. Mahanthappa, Ph.D. Former Interim Chief Executive Officer and President | | | | | 2022 | | | | | | 480,600(11) | | | | | | 1,429,236(12) | | | | | | 862,414(13) | | | | | | — | | | | | | 71,611(14) | | | | | | 2,843,861 | | |
| | | 2021 | | | | | | 219,420(15) | | | | | | — | | | | | | 4,739,043(16) | | | | | | 128,765 | | | | | | 8,036 | | | | | | 5,095,264 | | |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Award ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(8) | Total ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nagesh K. Mahanthappa Ph.D., | 2019 | 500,000 | — | — | 1,405,443 | 250,000 | 3,207 | 2,158,650 | |||||||||||||||||
President and Chief Executive | 2018 | 456,769 | — | — | 2,310,011 | 273,125 | 2,322 | 3,042,227 | |||||||||||||||||
Officer | |||||||||||||||||||||||||
Yung H. Chyung, M.D., | 2019 | 416,800 | — | — | 605,422 | 145,880 | 1,425 | 1,169,527 | |||||||||||||||||
Chief Medical Officer | |||||||||||||||||||||||||
Alan J. Buckler, | 2019 | 400,128 | — | — | 551,366 | 140,045 | 2,433 | 1,093,972 | |||||||||||||||||
Chief Scientific Officer | |||||||||||||||||||||||||
Rhonda M. Chicko, C.P.A, | 2019 | 280,771 | (3) | — | — | 745,970 | (4) | — | 446,537 | (5) | 1,473,278 | ||||||||||||||
Former Chief Financial | 2018 | 267,765 | (6) | 50,000 | (7) | — | 1,176,596 | 146,108 | 1,359 | 1,641,828 | |||||||||||||||
Officer |
payments of $431,451 that were paid pursuant to the separation agreement and release between Ms. Chicko and the Company disclosed below under the section entitled "Employment arrangements with our named executive officers."
In 2019, the Compensation Committee
receive a cash bonus.
during the vesting period.
2021 as well as reviewing data on equity awards granted to individuals in similar positions at other companies.
| | Option Awards | | | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | 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 | 23,540 | (1) | 310,257 | — | — | — | — | ||||||||||||||
President and Chief | 2/20/2018 | (2) | — | — | 91,950 | 118,222 | $ | 5.77 | 2/20/2028 | |||||||||||||
Executive Officer | 5/23/2018 | (3) | — | — | 55,235 | 92,060 | $ | 14.00 | 5/23/2028 | |||||||||||||
1/31/2019 | (4) | — | — | 32,500 | 97,500 | $ | 15.11 | 1/31/2029 | ||||||||||||||
Yung H. Chyung, M.D., | 12/22/2017 | 12,922 | (6) | 170,312 | — | — | — | — | ||||||||||||||
Chief Medical Officer | 2/20/2018 | (2) | — | — | 18,389 | 23,645 | $ | 5.77 | 2/20/2028 | |||||||||||||
1/31/2019 | (4) | — | — | 14,000 | 42,000 | $ | 15.11 | 1/31/2029 | ||||||||||||||
Alan J. Buckler, Ph.D., | 12/22/2017 | 39,413 | (7) | 519,463 | — | — | — | — | ||||||||||||||
Chief Scientific Officer | 2/20/2018 | (2) | — | — | 19,922 | 25,615 | $ | 5.77 | 2/20/2028 | |||||||||||||
5/23/2018 | (3) | — | — | 5,939 | 9,899 | $ | 14.00 | 5/23/2028 | ||||||||||||||
1/31/2019 | (4) | — | — | 12,750 | 38,250 | $ | 15.11 | 1/31/2029 | ||||||||||||||
Rhonda M. Chicko, C.P.A, | 4/03/2018 | (5) | — | — | 86,915 | — | $ | 7.17 | 5/10/2020 | |||||||||||||
Chief Financial Officer | 5/23/2018 | (3) | — | 4,752 | — | $ | 14.00 | 5/10/2020 | ||||||||||||||
1/31/2019 | (4) | — | — | 10,500 | — | $ | 15.11 | 5/10/2020 |
| | | | | | | | | 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) | | |||||||||||||||||||||
Jay Backstrom, M.D., M.P.H. President and Chief Executive Officer | | | | | 09/20/2022(2) | | | | | | — | | | | | | 1,000,000 | | | | | $ | 8.85 | | | | | | 09/20/2032 | | | | | | — | | | | | | — | | |
Edward H. Myles, M.B.A. Chief Operating Officer and Chief Financial Officer | | | | | 07/16/2020(3) | | | | | | 78,125 | | | | | | 109,375 | | | | | $ | 13.83 | | | | | | 07/16/2030 | | | | | | — | | | | | | — | | |
| | | 02/01/2021(4) | | | | | | 35,218 | | | | | | 45,282 | | | | | $ | 58.93 | | | | | | 02/01/2031 | | | | | | — | | | | | | — | | | ||
| | | 02/01/2021(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,113 | | | | | $ | 163,923 | | | ||
| | | 02/14/2022(6) | | | | | | 10,781 | | | | | | 46,719 | | | | | $ | 18.08 | | | | | | 02/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 02/14/2022(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 57,500 | | | | | $ | 520,375 | | | ||
| | | 06/16/2022(8) | | | | | | 12,458 | | | | | | 62,292 | | | | | $ | 4.86 | | | | | | 06/16/2032 | | | | | | — | | | | | | — | | | ||
| | | 06/16/2022(9) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74,750 | | | | | $ | 676,488 | | | ||
Junlin Ho, J.D. General Counsel and Secretary | | | | | 04/03/2018(18) | | | | | | 42,974 | | | | | | — | | | | | $ | 7.17 | | | | | | 04/03/2028 | | | | | | — | | | | | | — | | |
| | | 05/23/2018(11) | | | | | | 7,005 | | | | | | — | | | | | $ | 14.00 | | | | | | 05/23/2028 | | | | | | — | | | | | | — | | | ||
| | | 01/31/2019(12) | | | | | | 10,125 | | | | | | — | | | | | $ | 15.11 | | | | | | 01/31/2029 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2020(13) | | | | | | 25,128 | | | | | | 11,422 | | | | | $ | 13.52 | | | | | | 02/06/2030 | | | | | | — | | | | | | — | | | ||
| | | 03/23/2020(19) | | | | | | 6,462 | | | | | | 2,938 | | | | | $ | 14.75 | | | | | | 03/23/2030 | | | | | | — | | | | | | — | | | ||
| | | 02/01/2021(4) | | | | | | 16,843 | | | | | | 21,657 | | | | | $ | 58.93 | | | | | | 02/01/2031 | | | | | | — | | | | | | — | | | ||
| | | 02/01/2021(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,663 | | | | | $ | 78,400 | | | ||
| | | 02/14/2022(6) | | | | | | 7,031 | | | | | | 30,469 | | | | | $ | 18.08 | | | | | | 02/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 02/14/2022(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,500 | | | | | $ | 339,375 | | | ||
| | | 06/16/2022(8) | | | | | | 7,583 | | | | | | 37,917 | | | | | $ | 4.86 | | | | | | 06/16/2032 | | | | | | — | | | | | | — | | | ||
| | | 06/16/2022(9) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,500 | | | | | $ | 411,775 | | | ||
Greg Carven, Ph.D. Former Chief Scientific Officer | | | | | 02/20/2018(10) | | | | | | 20,283 | | | | | | — | | | | | $ | 5.77 | | | | | | 02/20/2028 | | | | | | — | | | | | | — | | |
| | | 05/23/2018(11) | | | | | | 4,399 | | | | | | — | | | | | $ | 14.00 | | | | | | 05/23/2028 | | | | | | — | | | | | | — | | | ||
| | | 01/31/2019(12) | | | | | | 22,136 | | | | | | — | | | | | $ | 15.11 | | | | | | 01/31/2029 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2020(13) | | | | | | 26,683 | | | | | | 12,130 | | | | | $ | 13.52 | | | | | | 02/06/2030 | | | | | | — | | | | | | — | | | ||
| | | 05/29/2020(20) | | | | | | 31,250 | | | | | | 18,750 | | | | | $ | 18.40 | | | | | | 05/29/2030 | | | | | | — | | | | | | — | | | ||
| | | 02/01/2021(4) | | | | | | 18,375 | | | | | | 23,625 | | | | | $ | 58.93 | | | | | | 02/01/2031 | | | | | | — | | | | | | — | | | ||
| | | 02/01/2021(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,450 | | | | | $ | 85,523 | | | ||
| | | 02/14/2022(6) | | | | | | 6,562 | | | | | | 28,438 | | | | | $ | 18.08 | | | | | | 02/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 02/14/2022(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,000 | | | | | $ | 316,750 | | | ||
| | | 06/16/2022(8) | | | | | | 7,583 | | | | | | 37,917 | | | | | $ | 4.86 | | | | | | 06/16/2032 | | | | | | — | | | | | | — | | | ||
| | | 06/16/2022(9) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,500 | | | | | $ | 411,775 | | | ||
Nagesh K. Mahanthappa, Ph.D. Interim Chief Executive Officer and President | | | | | 02/20/2018(10) | | | | | | 52,543 | | | | | | — | | | | | $ | 5.77 | | | | | | 02/20/2028 | | | | | | — | | | | | | — | | |
| | | 05/23/2018(11) | | | | | | 46,030 | | | | | | — | | | | | $ | 14.00 | | | | | | 05/23/2028 | | | | | | — | | | | | | — | | | ||
| | | 01/31/2019(12) | | | | | | 57,242 | | | | | | — | | | | | $ | 15.11 | | | | | | 01/31/2029 | | | | | | — | | | | | | — | | | ||
| | | 02/06/2020(13) | | | | | | 71,750 | | | | | | 51,250 | | | | | $ | 13.52 | | | | | | 02/06/2030 | | | | | | — | | | | | | — | | | ||
| | | 02/14/2022(14) | | | | | | 37,500 | | | | | | 12,500 | | | | | $ | 18.08 | | | | | | 02/14/2032 | | | | | | — | | | | | | — | | | ||
| | | 02/14/2022(15) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | $ | 452,500 | | | ||
| | | 06/16/2022(16) | | | | | | 25,000 | | | | | | 25,000 | | | | | $ | 4.86 | | | | | | 06/16/2032 | | | | | | — | | | | | | — | | | ||
| | | 06/16/2022(17) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | $ | 452,500 | | |
Employment arrangements with our named executive officers
Dr. Mahanthappa
Yung Chyung, M.D.
immediately and, if such termination occurs within 3 months prior to or 18 months following a “change in control,” all stock options and other stock-based awards that are subject to solely time-based vesting held by Dr. ChyungBackstrom will accelerate and vest immediately.
Alan J. Buckler, Ph.D.
Dr. Buckler
Rhonda M. Chicko
Ms. Chicko entered into an offer letter with us in March 2018. This offer letter was amended in May 2018, when we entered into a new employment agreement with Ms. Chicko, effective upon the closing of our initial public offering, 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 was 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) 12 months if such termination was 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“change in control"control” or (y) 12 months if such termination was in connection with a "change“change in control"control”. In addition, if within 18 months following a "change“change in control," Ms. Chicko” Mr. Carven was terminated by us without "cause"“cause” or she resignshe resigned for "good“good reason,"” all time-based stock options and other time-based stock-based awards held by Ms. ChickoMr. Carven would accelerate and vest immediately.
Ms. Chicko's Mr. Carven’s last day of employment with Scholar Rock was on September 30, 2019 ("Departure Date"). ForOctober 5, 2022.
would otherwise pay in continued to vest throughout his term as a scientific advisor, subject to the same nine-month period. Ms. Chicko was also entitled to receive a one-time payment of her target bonus for 2019 based on her annual base salary for the full year of 2019, multiplied by 35% and multiplied by the percentage achievement by the Company of its corporate objectives in 2019, which was paid at the time the Company customarily pays its annual bonuses. On the Departure Date, Ms. Chicko's unvested new hire option grant to purchase shares of common stock in Scholar Rock Holding Corporation was fully accelerated and became vested. In addition, Ms. Chicko was given 180 days following the Departure Date to exercise any option to purchase shares of Scholar Rock Holding Corporation's common stock (in lieuterms of the typical 90-day period for exercisability).
applicable equity award agreements and equity incentive plan. The Consulting Agreement contained standard confidentiality, general release, and non-competition provisions, including Mr. Carven’s existing obligations to the Company.
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) | | | | | 6,660,306 | | | | | $ | 19.20(2) | | | | | | 2,552,962(3) | | |
Equity compensation plans not approved by security holders(4) | | | | | 1,250,000 | | | | | | 8.80 | | | | | | 750,000 | | |
Total | | | | | 7,910,306 | | | | | | | | | | | | 3,302,962 | | |
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) | 2,408,996 | $ | 12.60 | 3,182,384 | (2) | |||||
Equity compensation plans not approved by security holders | — | $ | — | — | ||||||
| | | | | | | | | | |
Total | 2,408,996 | $ | 12.60 | 3,182,384 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Name | | | Shares of Common Stock | | | Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants | | | Warrants | | | Total Purchase Price Paid | | ||||||||||||
Entities Affiliated with Redmile Group, LLC(1) | | | | | — | | | | | | 15,306,123 | | | | | | 3,826,530 | | | | | $ | 74,998,472.09 | | |
Invus Public Equities, L.P.(3) | | | | | 6,300,034 | | | | | | — | | | | | | 1,575,008 | | | | | $ | 30,870,166.60 | | |
Entities Affiliated with Polaris Venture Partners(4) | | | | | 1,197,992 | | | | | | — | | | | | | 299,498 | | | | | $ | 5,870,160.80 | | |
Samsara BioCapital, L.P.(5) | | | | | 4,259,217 | | | | | | — | | | | | | 1,064,804 | | | | | $ | 20,870,163.30 | | |
Entities Affiliated with T. Rowe Price Associates, Inc.(6) | | | | | 2,549,512 | | | | | | — | | | | | | 637,378 | | | | | $ | 12,492,608.80 | | |
Entities Affiliated with FMR LLC(7) | | | | | 2,019,775 | | | | | | — | | | | | | 504,943 | | | | | $ | 9,896,897.50 | | |
Total | | | | | 16,326,530 | | | | | | 15,306,123 | | | | | | 7,908,161 | | | | | $ | 154,998,469.09 | | |
Investor's Rights Agreement
We are partyregistration of certain shares under the Securities Act pursuant to an investors'a registration rights agreement, or the rights agreement, with certain of our stockholders, including some related persons. All of the provisions of the rights agreement, with the exception ofRegistration Rights Agreement, and
underwriting discounts and selling commissions, will be borne by Gilead.
In addition, we adopted bylaws which provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.
20, 2023.
| | | 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 | | | | | | 5.1% | | |
Invus Public Equities, L.P.(3) | | | | | 10,555,278 | | | | | | 19.7% | | |
Entities affiliated with Polaris Venture Partners(4) | | | | | 4,046,925 | | | | | | 7.7% | | |
FMR LLC(5) | | | | | 7,825,250 | | | | | | 14.9% | | |
Redmile Group, LLC(6) | | | | | 5,146,946 | | | | | | 9.4% | | |
T. Rowe Price Associates, Inc.(7) | | | | | 7,672,398 | | | | | | 14.6% | | |
Samsara BioCapital, L.P.(8) | | | | | 5,663,632 | | | | | | 10.7% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Jay Backstrom(9) | | | | | 12,500 | | | | | | * | | |
Edward H. Myles(10) | | | | | 213,852 | | | | | | * | | |
Junlin Ho(11) | | | | | 182,754 | | | | | | * | | |
Greg Carven, Ph.D.(12) | | | | | 204,414 | | | | | | * | | |
Nagesh K. Mahanthappa, Ph.D.(13) | | | | | 812,151 | | | | | | 1.6% | | |
David Hallal(14) | | | | | 459,793 | | | | | | * | | |
Srinivas Akkaraju(15) | | | | | 5,677,632 | | | | | | 10.9% | | |
Richard Brudnick(16) | | | | | 1,555 | | | | | | * | | |
Kristina Burow(17) | | | | | 2,688,891 | | | | | | 5.2% | | |
Jeffrey S. Flier, M.D.(18) | | | | | 65,102 | | | | | | * | | |
Michael Gilman, Ph.D.(19) | | | | | 90,047 | | | | | | * | | |
Amir Nashat, Sc.D.(20) | | | | | 4,105,640 | | | | | | 7.9% | | |
Joshua Reed(21) | | | | | 11,266 | | | | | | * | | |
Akshay Vaishnaw, M.D., Ph.D.(22) | | | | | 51,884 | | | | | | * | | |
All executive officers and directors as a group (14 persons)(23) | | | | | 13,613,592 | | | | | | 26.2% | | |
| Shares beneficially owned | ||||||
---|---|---|---|---|---|---|---|
Name and address of beneficial owner(1) | Number | Percentage | |||||
5% Stockholders: | |||||||
ARCH Venture Fund VIII, L.P.(2) | 2,637,617 | 8.8 | % | ||||
Invus Public Equities, L.P.(3) | 2,546,040 | 8.5 | |||||
Polaris Venture Partners VI, L.P.(4) | 2,676,311 | 9.0 | |||||
FMR LLC(5) | 4,451,763 | 14.9 | |||||
Redmile Group, LLC(6) | 2,940,889 | 9.9 | |||||
BB Biotech AG(7) | 2,634,466 | 8.8 | |||||
Timothy A. Springer, Ph.D.(8) | 2,957,422 | 10.0 | |||||
Named Executive Officers and Directors: | |||||||
Nagesh K. Mahanthappa, Ph.D.(9) | 862,805 | 2.9 | |||||
Yung H. Chyung, M.D.(10) | 252,498 | * | |||||
Alan J. Buckler, Ph.D.(11) | 211,785 | * | |||||
Rhonda M. Chicko, C.P.A.(12) | 86,915 | * | |||||
David Hallal(13) | 376,691 | 1.3 | |||||
Kristina Burow(14) | 2,661,319 | 8.9 | |||||
Jeffrey S. Flier, M.D.(15) | 70,769 | * | |||||
Michael Gilman, Ph.D.(16) | 70,943 | * | |||||
Edward H. Myles(17) | 15,237 | * | |||||
Amir Nashat, Sc.D.(18) | 2,700,013 | 9.1 | |||||
Akshay Vaishnaw, M.D., Ph.D.(19) | 17,540 | * | |||||
All executive officers and directors as a group (12 persons) | 7,358,977 | 24.6 | % |
common stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
TableContentsDELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Exchange Act requires our directors,common stock held or beneficially held by executive officers and persons holding more than 10%directors, options to purchase 850,824 shares of our common stock exercisable within 60 days of March 20, 2023 held by executive officers and directors and warrants to report their initial ownershippurchase 1,364,302 shares of the common stock exercisable within 60 days of March 20, 2023 beneficially held by executive officers 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. To our knowledge, based solely on a review of the copies of such reports furnished to us, or written representation that no other reports were required, we believe that for the year ended December 31, 2019, all required reports were filed on a timely basis under Section 16(a) of the Exchange Act, except that Erin Moore filed one late Form 4 for a transaction that occurred on December 17, 2019 that was filed on December 20, 2019 due to an administrative error.
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April 23, 2020
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,Legal, 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.
Legal.
Legal.