UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
April 28, 2020
13, 2023
2023; and
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NOTICE OF 20202023 ANNUAL MEETING OF STOCKHOLDERS
| Time | ||||
| 10:00 a.m., Eastern Time | ||||
Date | | | June 9, 2023 | | |
| Place | | | Online at www.virtualshareholdermeeting.com/ | |
Purpose | | | (1) To elect Joern Aldag, Jan | ||
qualified (“Proposal One — Director Elections”); (2) To ratify the selection of PwC Wirtschaftsprüfung GmbH as the | |||||
(3) To transact any other business that may properly come before the | | ||||
| Record Date | | | The Board of Directors has fixed the close of business on April | |
| Meeting Admission | | | All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. In order to be able to attend the meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. | |
| Voting by Proxy | | | If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please submit the voting instruction form you receive from your broker or nominee, as soon as possible so your shares can be voted at the meeting. You may submit your voting instruction form by mail. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee. | |
By order of the Board of Directors, /s/ Daniel Courtney Daniel Courtney Corporate Secretary |
New York, New York
April 28, 2020
13, 2023
How many votes can be cast by all stockholders?
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described above.
be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.
Could other matters be decided at the Annual Meeting?
disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.
Shares voting “withheld” and broker non-votes will have no effect on the election of directors.
Name | | | Age | | | Position(s) | |
Joern Aldag | | | 64 | | | Chief Executive Officer, Director | |
Reinhard Kandera | | | 53 | | | Chief Financial Officer, Director | |
Jan van de Winkel, Ph.D. | | | 62 | | | Chairman and Director | |
David R. Kaufman, M.D., Ph.D. | | | 50 | | | Director | |
Timothy Reilly, Ph.D. | | | 49 | | | Director | |
Malte Peters | | | 60 | | | Director | |
Julie O’Neill | | | 57 | | | Director | |
Terry Coelho | | | 61 | | | Director | |
CLASS I DIRECTOR NOMINEES — FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Joern Aldag has served as our Chief Executive Officer since June 2016 and as a member of our Board of Directors since December 2017. Mr. Aldag served as the Chief Executive Officer at uniQure N.V. (Nasdaq: QURE, formerly, Amsterdam Molecular Therapeutics N.V.) (“uniQure”), from October 2009 to December 2015 and as an advisor to the board from January 2016 to May 2016. Prior to his tenure at uniQure, Mr. Aldag was President and Chief Executive Officer of Evotec AG from November 1997 to December 2008. Mr. Aldag serves as a non-executive director on the board of Idorsia Pharmaceuticals Ltd. and Chairman at GeneSpire Srl. Mr. Aldag also served as a non-executive director on the board of Unum Therapeutics, Boston, USA from 2016 to 2020, and as the Chairman of Molecular Partners AG, Zurich, Switzerland (SWIX: MOLN) from 2007 to 2018. He co-founded G7 Therapeutics AG in 2014, which was acquired by Heptares Therapeutics Ltd. in 2016. Mr. Aldag received business degrees from the Harvard Business School (Advanced Management Program) in 1994 and from the European Business School (Diplom Betriebswirt) in 1982. Our Board of Directors believes that Mr. Aldag’s experience gained from serving as our Chief Executive Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | | | 64 | | | 2017 | |
Jan van de Winkel, Ph.D., has served as Chairman of our Board of Directors since October 2017. Dr. van de Winkel is a co-founder of Genmab A/S and has served as the company’s President and Chief Executive Officer since June 2010. He has also served as a Professor of Immunology at Utrecht University since 1996. From December 2020 to January 2023, he served on the board of directors of Omega Alpha SPAC, and prior to June 2010, he served as Genmab’s President Research & Development and Chief Scientific Officer. Dr. van de Winkel serves on the board of directors of LEO Pharma. Our Board of Directors believes that Dr. van de Winkel’s experience in biopharmaceutical research and development and his experience in managerial and director roles in life sciences companies qualify him to serve on our Board of Directors. | | | 62 | | | 2017 | |
David R. Kaufman, M.D., Ph.D., has served as a member of our Board of Directors since April 2019. Dr. Kaufman has served as a Partner at Third Rock Ventures since January 2022. Previously, he served as the Chief Medical Officer of The Bill & Melinda Gates Medical Research Institute from January 2018 to September 2020. Dr. Kaufman previously held several positions at Merck Research Laboratories from June 2011 to December 2017, including Head of Translational Oncology from 2017 to 2018, | | | 50 | | | 2019 | |
CLASS I DIRECTOR NOMINEES—FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
---|---|---|---|---|---|---|---|
Joern Aldag has served as our Chief Executive Officer since June 2016 and as a member of our board of directors since June 2018. Mr. Aldag served as the Chief Executive Officer at uniQure N.V. (Nasdaq: QURE, formerly, Amsterdam Molecular Therapeutics N.V.), or uniQure, from October 2009 to December 2015 and as an advisor to the board from January 2016 to May 2016. Prior to his tenure at uniQure, Mr. Aldag was President and Chief Executive Officer of Evotec AG from November 1997 to December 2008. Mr. Aldag serves as a non-executive director on the board of Unum Therapeutics, Boston, USA, since January 2016. Mr. Aldag also served as the Chairman of Molecular Partners AG, Zurich, Switzerland (SWIX: MOLN) from 2007 to 2018. He co-founded G7 Therapeutics AG in 2014, which was acquired by Heptares Therapeutics Ltd. in 2016. Mr. Aldag received business degrees from the Harvard Business School (Advanced Management Program) in 1994 and from the European Business School (Diplom Betriebswirt) in 1982. Our Board of Directors believes that Mr. Aldag's experience gained from serving as our Chief Executive Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our board of directors. | 61 | 2017 | |||||
Jan van de Winkel, Ph.D., has served as Chairman of our Board of Directors since October 2017. Dr. van de Winkel is a co-founder of Genmab A/S and has served as the company's President and Chief Executive Officer since June 2010. He has also served as a Professor of Immunology at Utrecht University since 1996. Prior to June 2010, he served as Genmab's President Research & Development and Chief Scientific Officer. Dr. van de Winkel serves on the board of directors of Celdara Medical Inc. and LEO Pharma, as well as the scientific advisory board of Thuja Capital Healthcare Fund and the advisory board of Capricorn Healthtech Fund. Our Board of Directors believes that Dr. van de Winkel's experience in biopharmaceutical research and development and his experience in managerial and director roles in life sciences companies qualify him to serve on our Board of Directors. | 59 | 2017 |
CLASS I DIRECTOR NOMINEES—FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
---|---|---|---|---|---|---|---|
David R. Kaufman, M.D., Ph.D., has served as a member of our Board of Directors since April 2019. Dr. Kaufman is currently the Chief Medical Officer of The Bill & Melinda Gates Medical Research Institute, where he has served since January 2018. Dr. Kaufman previously held several positions at Merck Research Laboratories from June 2011 to December 2017, including Head of Translational Oncology from 2017 to 2018, Executive Director, Clinical Oncology from 2015 to 2017 and Associate Director, Merck Drug Development and Leadership Program from 2011 to 2014. Dr. Kaufman serves a member of the board of directors of the Society for Immunotherapy of Cancer. Dr. Kaufman received a Ph.D. in molecular virology/immunology from The Rockefeller University and an M.D. from Weill Medical College of Cornell University. Our Board of Directors believes that Dr. Kaufman's extensive background in pharmaceutical research and development and his experience in managerial and executive roles qualify him to serve on our Board of Directors. | 47 | 2019 | |||||
CLASS I DIRECTOR NOMINEES — FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Executive Director, Clinical Oncology from 2015 to 2017 and Associate Director, Merck Drug Development and Leadership Program from 2011 to 2014. Dr. Kaufman serves a member of the board of directors of the Society for Immunotherapy of Cancer. Dr. Kaufman received a Ph.D. in molecular virology/immunology from The Rockefeller University and an M.D. from Weill Medical College of Cornell University. Our Board of Directors believes that Dr. Kaufman’s extensive background in pharmaceutical research and development and his experience in managerial and executive roles qualify him to serve on our Board of Directors. | | | | | | | |
CLASS II DIRECTOR — TERM EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Timothy Reilly, Ph.D., has served as a member of our Board of Directors since April 2022. Dr. Reilly is currently Chief Development Officer at HotSpot Therapeutics, a biotechnology company pioneering the discovery and development of novel small molecule allosteric therapies targeting regulatory sites on proteins referred to as “natural hotspots” for the treatment of cancer and autoimmune disease. Prior to 2021, he spent over 18 years at Bristol Myers Squibb (BMS), most recently as a Senior Vice President within Research & Early Development where he had accountability for the early development portfolio across therapeutic areas in oncology, immunology, fibrosis, cardiovascular and neuroscience, overseeing all nonclinical & clinical efforts from development candidate identification through Phase 1/2 clinical development. Dr. Reilly is also an active contributor to several biotech companies as an Entrepreneur in Residence through Atlas Ventures, serves as the industry representative to the Network Steering Committee of the Experimental Cancer Medicines Centres (ECMC) established by Cancer Research UK, sits on the Translation Research Council for CureSMA, and is co-founder and Chief Scientific Officer of a non-profit organization, Spinal Muscular Atrophy Research Team (SMART). He obtained his undergraduate degree from the University of Notre Dame, his doctoral training in Pharmaceutical Sciences (Pharmacology & Toxicology) from Wayne State University, was a research fellow at the National Institutes of Health and was previously a long-standing board-certified Diplomat of the American Board of Toxicology. Our Board of Directors believes that Dr. Reilly’s extensive experience in the life sciences industry qualify him to serve on our Board of Directors. | | | 49 | | | 2022 | |
Malte Peters has served as a member of our Board of Directors since January 2023. Dr. Peters is a member of the Board of Directors of Tango Therapeutics, Inc. (NASDAQ: TNGX). Dr. Peters served as Chief Research and Development Officer of MorphoSys AG, a biopharmaceutical company, since March 2020, a position he retired from at the end of 2022. Prior to that, Dr. Peters served as MorphoSys’s Chief Development Officer and member of its management board since March 2017. Prior to his time at MorphoSys, Dr. Peters served as the Global Head of Clinical Development of the Biopharmaceuticals Business Unit at Sandoz International. From 2004 to 2015, he served as Clinical Head and Site Head for Basel and East Hanover in the Department of Oncology Translational Medicine at Novartis. Dr. Peters has also held teaching appointments in Internal Medicine and Biochemistry at the University of Mainz, Germany, served as Research Scientist at the Amgen Research Institute in Toronto, Canada, as Director of Cancer Research at Merck KGaA and as Medical Director at Micromet AG. Dr. Peters received his Doctor of Medicine from the Freie Universität Berlin, Germany, and was trained at the Universities of Padova, Italy, and Bochum and Berlin, Germany. After scientific work at different universities he habilitated in Internal Medicine at the University of Mainz, Germany. The Board believes Dr. Peters’ extensive knowledge of the biotechnology industry makes him qualified to serve on the Company’s Board. | | | 60 | | | 2023 | |
CLASS II DIRECTORS—TERM EXPIRING AT THE 2021 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
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Sander van Deventer, M.D., Ph.D., has served as a member of our Board of Directors since October 2011. Dr. van Deventer has been a general partner of Forbion Capital Partners (formerly ABN AMRO Capital) since 2006. He has also been the Chief Scientific Officer of uniQure since August 2017. From 2008 to 2009, he served as the Chief Executive Officer of Amsterdam Molecular Therapeutics, or AMT, a gene therapy company that he co-founded in 1998. From 2012 to 2013, he was the Chief Executive Officer of Dezima Pharma, which was acquired by Amgen Inc. In addition, Dr. van Deventer has also served as a member of AMT's board of directors since 2007. He previously served as a member of the board of directors of Argos Therapeutics, Inc. from 2001 until 2018 and a member of the board of directors of uniQure from February 2014 until August 2018. Dr. van Deventer has also served as a professor of translational gastroenterology at Leiden University since 2008. He received an M.D. and Ph.D. from the University of Amsterdam. Our Board of Directors believes that Dr. van Deventer's experience serving on the boards of directors of life science companies and his experience in venture capital qualify him to serve on our Board of Directors. | 65 | 2011 |
CLASS II DIRECTORS—TERM EXPIRING AT THE 2021 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
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Graziano Seghezzi has served as a member of our board of directors since March 2011. Mr. Seghezzi is currently Managing Partner of Sofinnova Partners, which he joined in 2006. Previously, he seed funded and was a member of the board of directors of GlycoVaxyn (Switzerland), which was sold to GlaxoSmithKline in 2015, and Omthera Pharmaceuticals, which went public on Nasdaq in 2013 and was then sold to AstraZeneca later that year. Mr. Seghezzi was a principal at Index Ventures in Geneva, Switzerland from 2003 to 2006, and previously began his career at Sofinnova Partners from 2001 to 2003. Mr. Seghezzi also serves as a member of the board of directors of Inotrem (France), Mission Thereapeutics (United Kingdom), Camphos Therapeutics (United Kingdom), Leucid Bio (United Kingdom), Breath Therapeutics (Germany), Corvidia Therapeudics (USA), Polyneuron, Hookipa Biotech GmbH (Austria), Hotspot Therapeutics (USA), Erydel SpA (Milan), Creabilis Therapeutics (Italy), Crescendo Biologics (United Kingdom) and BiovelocITA (Milan). Mr. Seghezzi holds a degree in genetics and microbiology from the University of Pavia (Italy) and an M.B.A. from the RSM-Erasmus University (Netherlands). Our Board of Directors believes that Mr. Seghezzi's experience as a venture capital investor in biopharmaceutical companies and his training in both business and biology qualify him to serve as a member of our Board of Directors. | 51 | 2011 | |||||
Michael A. Kelly has served as a member of our board of directors since February 2019. Mr. Kelly is currently the President of Sentry Hill Partners, LLC, a consulting firm in the global life sciences industry that he founded in 2018. He previously served in various leadership positions at Amgen, Inc., or Amgen, from 2003 to 2017, including Senior Vice President, Global Business Services from 2014 to 2017, Acting Chief Financial Officer in 2010 and 2014 and Vice President, Corporate Planning & Control and Chief Accounting Officer from 2005 to 2010. Prior to joining Amgen, Mr. Kelly previously served as Chief Financial Officer of Tanox, Inc. from 2000 to 2003 and as Vice President, Finance and Corporate Controller of Biogen, Inc. from 1998 to 2000 and Vice President, Finance and Chief Financial Officer of NutraSweet Kelco Company, a division of Monsanjto Life Sciences Company from 1996 to 1998. Mr. Kelly received a B.A. from Florida A&M University. Our Board of Directors believes that Mr. Kelly's experience in the life sciences industry and his financial background qualify him to serve on our Board of Directors. | 63 | 2019 |
CLASS III DIRECTORS — TERM EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Julie O’Neill has served as a member of our Board of Directors since November 2018. Ms. O’Neill previously served as the Executive Vice President, Global Operations of Alexion Pharmaceuticals, Inc., a position she held from January 2015 to September 2018. From February 2014 to January 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, Inc. (“Gilead”), from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals. She was previously Chairperson for the National Standards Authority of Ireland and is a member of the board and chairs the audit committee of the National Institute for Bioprocessing Research & Training. Ms. O’Neill serves as member of the board of directors of DBV Technologies S.A. (Nasdaq: DBVT), Achilles Therapeutics plc, and ICON plc. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (Smurfit School of Business) and is a Chartered Director. Our Board of Directors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters qualify her to serve on our Board of Directors. | | | 57 | | | 2018 | |
Reinhard Kandera has served as our Chief Financial Officer since April 2017 and as a member of our Board of Directors since June 2018. Mr. Kandera has been a member of the Advisory Board of Proxygen GmbH since October 2022, and has served as the Chief Financial Officer and Member of the Management Board of Valneva SE (“Valneva”), from May 2013 to April 2017. Prior to Valneva, he served as Chief Financial Officer of Intercell AG (“Intercell”), from March 2009 to May 2013 and as Member of Intercell’s Management Board from November 2009 to May 2013, which merged with Vivalis SA to become Valneva in May 2013. Mr. Kandera received doctorate degrees in Business Administration and in Law from the Vienna University. Our Board of Directors believes that Mr. Kandera’s experience gained from serving as our Chief Financial Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | | | 53 | | | 2018 | |
Terry Coelho has served as a member of our Board of Directors since April 2023. Ms. Coelho is a member of the Board of Directors of First Wave BioPharma (NASDAQ: FWBI) and serves on its compensation committee. Ms. Coelho most recently served as Executive Vice President, Chief Financial Officer and Chief Business Development Officer for CinCor Pharma, Inc from November 2021 through November 2022. Prior to that, Ms. Coelho served as Executive Vice President and Chief Financial Officer and Treasurer of BioDelivery Sciences International, Inc. from January 2019 to November 2021. Prior to that Ms. Coelho served as Chief Financial Officer of Balchem Corporation (NASDAQ: BCPC) from October 2017 to October 2018. Prior to her time at Balchem, Ms. Coelho served as interim Chief Operating Officer and Chief Financial Officer at Diversey, Inc. from September 2017 to October 2017. From October 2014 to October 2017, Ms. Coelho served at Sealed Air Corporation, most recently as Vice President Finance & Global Commercial Excellence, Diversey Care. Ms. Coelho’s experience also includes over seven years at Novartis Pharmaceuticals from March 2007 until October 2014, most recently as Global Head of Oncology Development Finance. Prior to that, Ms. Coelho spent over 20 years at Mars, Incorporated. Ms. Coelho received her B.A. from The American University in Washington, D.C. and earned her M.B.A. from the Instituto Brasileiro de Mercado de Capitais in Rio de Janeiro, Brazil. Our Board of Directors believes that Ms. Coelho’s business, strategic and leadership experience as well as her knowledge of the biotechnology industry makes her qualified to serve as a member of our Board of Directors. | | | 61 | | | 2023 | |
CLASS III DIRECTORS—TERM EXPIRING AT THE 2022 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
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Julie O'Neill has served as a member of our board of directors since November 2018. Ms. O'Neill previously served as the Executive Vice President, Global Operations of Alexion Pharmaceuticals, Inc., a position she held from January 2015 to September 2018. From February 2014 to January 2015, Ms. O'Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading. Prior to joining Alexion, Ms. O'Neill served in various leadership positions at Gilead Sciences, Inc., or Gilead, from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead, Ms. O'Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals. She was previously Chairperson for the National Standards Authority of Ireland and is a member of the board and chairs the audit committee of the National Institute for Bioprocessing Research & Training. Ms. O'Neill serves as member of the board of directors of DBV Technologies S.A. (Nasdaq: DBVT) and ICON plc. Ms. O'Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (Smurfit School of Business) and is a Chartered Director. Our Board of Directors believes that Ms. O'Neill's experience in the life sciences industry and her knowledge of corporate development matters qualify her to serve on our Board of Directors. | 54 | 2018 | |||||
Christoph Lengauer, Ph.D., has served as a member of our board of directors since June 2018. Dr. Lengauer has been a partner at Third Rock Ventures since May 2019 and was previously a venture partner from January 2016 to May 2019. Dr. Lengauer has served as founding Chief Innovation Officer at Thrive Early Detection since April 2019. He has been the Chief Scientific Officer of Celsius Therapeutics from April 2018 till April 2020. He has been the Executive Vice President of Blueprint Medicines since November 2016, where he was previously the Chief Scientific Officer and Chief Drug Hunter from January 2012 to November 2016, the Vice President and Global Head of Oncology Drug Discovery and Preclinical Development at Sanofi S.A., a multinational pharmaceutical company, from May 2008 to January 2012 and Executive Director and Senior Unit Head of Oncology Discovery at the Novartis Institutes for Biomedical Research from July 2005 to May 2008. Prior to his experience at Novartis, Dr. Lengauer was a member of the faculty at the Sidney Kimmel Comprehensive Cancer Center at the Johns Hopkins University School of Medicine from 1997 to 2005. Dr. Lengauer received an M.Sc. in human genetics from the University of Salzburg, Austria, a Ph.D. in biology from the University of Heidelberg, Germany and an M.B.A. in medical services management from The Johns Hopkins University. Our Board of Directors believes that Dr. Lengauer's experience in biopharmaceutical research and development and his experience in venture capital qualify him to serve on our Board of Directors. | 55 | 2018 | |||||
Reinhard Kandera has served as our Chief Financial Officer since April 2017 and as a member of our board of directors since June 2018. Mr. Kandera served as the Chief Financial Officer and Member of the Management Board of Valneva SE, or Valneva, from May 2013 to April 2017. Prior to Valneva, he served as Chief Financial Officer of Intercell AG, or Intercell, from March 2009 to May 2013 and as Member of Intercell's Management Board from November 2009 to May 2013, which merged with Vivalis SA to become Valneva in May 2013. Mr. Kandera received doctorate degrees in Business Administration and in Law from the Vienna University. Our Board of Directors believes that Mr. Kandera's experience gained from serving as our Chief Financial Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | 50 | 2018 |
Name | |||||||
| | | | Position(s) | | ||
Joern | | | | | Chief Executive Officer, Director | | |
Reinhard | | | | | Chief Financial Officer, Director | | |
| | | 45 | | | Chief Scientific Officer | |
Roman Necina, Ph.D. | | | 55 | | | Chief Development Officer | |
Christine Baker | | | 57 | | | Chief Operating Officer | |
Katia Schlienger, M.D., Ph.D. | | | | | Chief Medical Officer | ||
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Klaus Orlinger, Ph.D., has served as our Senior Vice President of Research sincefrom January 2019 and our Executive Vice President of Research since Marchthrough February 2020. He began leading our research and preclinical departments in 2017, and previously served as our head of virology from 2012 to 2016. From 2008 to 2012, Dr. Orlinger previously led a research team in the Molecular Vaccines Department of Baxter AG. He received his M.Sc. and Ph.D. in genetics and microbiology from the University of Vienna.
2025.
All of the then-serving directors attended the 2022 Annual Meeting.
Committee, Compensation Committee and Nominating and Corporate Governance Committee are all available on our website (https://hookipapharma.com) under "Investors"“Investors” at "Corporate Governance"“Corporate Governance”.
applicable listing standards of Nasdaq. During the fiscal year ended December 31, 2019,2022, the Compensation Committee met 3four times. The Compensation Committee'sCommittee’s responsibilities include:
Non-Management Director Meetings
governance guidelines provide the flexibility for our Board of Directors to modify our leadership structure in the future, as it deems appropriate.
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||
Joern Aldag(4) | | | | | 2022 | | | | | | 389,601 | | | | | | 701,070 | | | | | | 159,737 | | | | | | — | | | | | | 1,250,408 | | |
Chief Executive Officer | | | | | 2021 | | | | | | 572,334 | | | | | | 1,789,874 | | | | | | 243,242 | | | | | | — | | | | | | 2,605,450 | | |
Reinhard Kandera(4) | | | | | 2022 | | | | | | 343,531 | | | | | | 246,856 | | | | | | 112,678 | | | | | | 12,096(5) | | | | | | 715,161 | | |
Chief Financial Officer | | | | | 2021 | | | | | | 420,541 | | | | | | 597,487 | | | | | | 142,982 | | | | | | 14,302 | | | | | | 1,175,312 | | |
Christine Baker | | | | | 2022 | | | | | | 394,263 | | | | | | 263,104 | | | | | | 204,057 | | | | | | 12,200(6) | | | | | | 873,624 | | |
Chief Operating Officer | | | | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Joern Aldag(3) | 2019 | 469,205 | 5,617,254 | 281,522 | — | 6,367,981 | |||||||||||||
Chief Executive Officer | 2018 | 361,600 | — | 180,799 | 5,193 | 547,592 | |||||||||||||
Reinhard Kandera(3) | 2019 | 352,248 | 814,250 | 169,079 | 12,902 | (4) | 1,348,479 | ||||||||||||
Chief Financial Officer | 2018 | 295,307 | — | 147,713 | 13,613 | 456,633 | |||||||||||||
Igor Matushansky | 2019 | 393,538 | 483,675 | 177,092 | 88,409 | (5) | 1,142,714 | ||||||||||||
Chief Medical Officer | 2018 | 357,000 | 279,186 | 158,280 | 11,438 | 805,904 |
In 2018 and the beginning of 2019,
officers that increased their annual base salary to €460,000€371,049 ($389,601) for Mr. Aldag, €338,000€327,172 ($343,531) for Mr. Kandera and $410,000$394,263 for Dr. Matushansky,Ms. Baker, which may be increased by our Compensation Committee during the annual redetermination of base salaries. For additional information regarding the employment agreements of our named executive officers, see subsection entitled "Employment“Employment Arrangements with our Named Executive Officers."
”
Name | | | |||||
Target Bonus (% of base salary) | | ||||||
---|---|---|---|---|---|---|---|
Joern Aldag | | | | | 50 | | |
Reinhard Kandera | | | | | 40 | | |
| | | | | 40 | | |
We have entered into amended and restated employment agreements with each of our named executive officers, which became effective upon the closing of our initial public offering.
Under the
employment in Hamburg, Germany and other Company office locations.expenses. Additionally, in the event that Mr. Aldag is liable for and pays social security costs in both Germany and Austria, without any corresponding credit, the Company will reimburse Mr. Aldag for up to €25,000 ($23,750) of social security costs per year.
Under the
entitled to receive (i) a lump sum in cash an amount equal to 1.0 times the sum of (A) Mr. Kandera's then current base salary (or Mr. Kandera's base salary in effect immediately prior to the change in control, if higher) plus (B) Mr. Kandera's target annual incentive compensation, (ii) up to 12 months of continued participation in our benefit plans at active employee rates, and (iii) full acceleration of vesting of all stock options and other stock-based awards held by Mr. Kandera.
Employment Agreement with Igor Matushansky
Under the amended and restated employment agreement with Igor Matushansky for the position of Chief Medical officer, Dr. Matushansky's base salary for 2019 was equal to $393,538, which is subject to redetermination annually by our Compensation Committee, and he is eligible to earn an annual bonus with a target amount equal to 40% of his base salary. Dr. Matushansky is also eligible to participate in the employee benefit plans available to our employees, subject to the terms of those plans. Additionally, Dr. Matushansky is eligible to receive reimbursement for (i) premiums paid on a $700,000 life insurance policy, (ii) expenses incurred to maintain his professional liability insurance in the amount of $25,000 and his medical license, (iii) the cost of automobile tolls and parking incurred from commuting to the Company's principal offices, and (iv) the costs of premium payments for long-term disability insurance in an amount up to 200 percent of his base salary.
Dr. Matushansky's amended and restated employment agreement contains standard confidentiality, assignment of intellectual property work product and twelve months' post-termination noncompetition, non-solicitation of employee, and non-solicitation of customer covenants.
Dr. Matushansky's amended and restated employment agreement provides that, in the event that his employment is terminated by us without "cause" or Dr. Matushansky resigns for "good reason" (as each term is defined in his amended and restated employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) an amount equal to 12 months of his base salary, payable in substantially equal installments over 12 months following his termination, and (ii) if Dr. Matushansky is participating in our group health plan immediately prior to his termination and elects to continue COBRA health coverage, a monthly cash payment until the earlier of 12 months following termination or the end of Dr. Matushansky's COBRA health continuation period in an amount equal to the amount that we would have paid to provide health insurance to Dr. Matushansky had he remained employed with us. In lieu of the payments and benefits described in the preceding sentence, in the event that Dr. Matushansky's employment is terminated by us without cause or Dr. Matushansky resigns for good reason, in either case within 12 months following a "change in control" (ascontrol” (as defined in his amended and restated employment agreement), subject to the execution and effectiveness of a separation agreement, including a general release of claims in our favor, he will be entitled to receive (i) a lump sum in cash an amount equal to 1.0 times the sum of (A) Dr. Matushansky'sMr. Kandera’s then current base salary (or Dr. Matushansky'sMr. Kandera’s base salary in effect immediately prior to the change in control, if higher) plus (B) Dr. Matushansky'sMr. Kandera’s target annual incentive compensation, (ii) up to 12 months of continued participation in our benefit plans at active employee rates, and (iii) full acceleration of vesting of all stock options and other stock-based awards held by Mr. Kandera.
Ms. Baker.
those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to Dr. Matushansky.
Ms. Baker.
| | | | | | | | | Option Awards(1) | | |||||||||||||||||||||
Name | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | |||||||||||||||
Joern Aldag | | | | | — | | | | | | 395,852 | | | | | | — | | | | | | 0.10 | | | | | | 12/31/2026 | | |
| | | 4/17/2019 | | | | | | 529,074 | | | | | | 75,582 | | | | | | 14.00 | | | | | | 4/17/2029 | | | ||
| | | 2/15/2020 | | | | | | 137,500 | | | | | | 62,500 | | | | | | 8.03 | | | | | | 4/20/2030 | | | ||
| | | 2/15/2021 | | | | | | 90,825 | | | | | | 116,775 | | | | | | 12.00 | | | | | | 4/19/2031 | | | ||
| | | — | | | | | | 39,853 | | | | | | — | | | | | | 1.50 | | | | | | 1/31/2032 | | | ||
| | | 2/15/2022 | | | | | | — | | | | | | 275,250 | | | | | | 1.66 | | | | | | 4/19/2032 | | | ||
| | | 2/15/2022 | | | | | | — | | | | | | 275,250 | | | | | | 1.66 | | | | | | 4/19/2032 | | | ||
Reinhard Kandera | | | | | — | | | | | | 109,246 | | | | | | — | | | | | | 0.10 | | | | | | 12/31/2026 | | |
| | | 4/17/2019 | | | | | | 76,692 | | | | | | 10,956 | | | | | | 14.00 | | | | | | 4/17/2029 | | | ||
| | | 2/15/2020 | | | | | | 53,213 | | | | | | 24,187 | | | | | | 8.03 | | | | | | 4/20/2030 | | | ||
| | | 2/15/2021 | | | | | | 30,319 | | | | | | 38,981 | | | | | | 12.00 | | | | | | 4/19/2031 | | | ||
| | | — | | | | | | 23,427 | | | | | | — | | | | | | 1.50 | | | | | | 1/31/2032 | | | ||
| | | 2/15/2022 | | | | | | — | | | | | | 92,950 | | | | | | 1.66 | | | | | | 4/19/2032 | | | ||
| | | 2/15/2022 | | | | | | — | | | | | | 92,950 | | | | | | 1.66 | | | | | | 4/19/2032 | | | ||
Christine Baker | | | | | 10/15/2019 | | | | | | 135,000 | | | | | | 45,000 | | | | | | 8.21 | | | | | | 12/9/2029 | | |
| | | 2/15/2020 | | | | | | 41,594 | | | | | | 18,906 | | | | | | 8.03 | | | | | | 4/20/2030 | | | ||
| | | 2/15/2021 | | | | | | 21,853 | | | | | | 28,097 | | | | | | 12.00 | | | | | | 4/19/2031 | | | ||
| | | — | | | | | | 22,763 | | | | | | — | | | | | | 1.50 | | | | | | 2/1/2032 | | | ||
| | | 2/15/2022 | | | | | | — | | | | | | 100,000 | | | | | | 1.66 | | | | | | 4/19/2032 | | | ||
| | | 2/15/2022 | | | | | | — | | | | | | 100,000 | | | | | | 1.66 | | | | | | 4/19/2032 | | |
| Option Awards | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date(2) | ||||||||
Joern Aldag | 6/1/2016 | 346,371 | 49,481 | 0.10 | 12/31/2026 | ||||||||
4/17/2019 | — | 604,656 | 14.00 | 4/17/2029 | |||||||||
Reinhard Kandera | 6/1/2017 | 46,390 | 27,834 | 0.10 | 12/31/2026 | ||||||||
12/1/2017 | 17,511 | 17,511 | 0.10 | 12/31/2026 | |||||||||
4/17/2019 | — | 87,648 | 14.00 | 4/17/2029 | |||||||||
Igor Matushansky | 3/1/2017 | — | 40,375 | 0.10 | 12/31/2026 | ||||||||
1/1/2018 | — | 25,575 | 0.10 | 12/31/2026 | |||||||||
1/1/2019 | — | 13,634 | 0.10 | 12/31/2026 | |||||||||
10/1/2018 | 11,061 | 33,182 | 10.33 | 12/31/2026 | |||||||||
4/17/2019 | — | 52,064 | 14.00 | 4/17/2029 |
| | | Column (A) | | | Column (B) | | | Column (C) | | |||||||||
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 Column A) | | |||||||||
Equity Compensation Plans Approved by Stockholders(1) | | | | | 6,532,523 | | | | | | 6.18 | | | | | | 36,383 | | |
Equity Compensation Plans Not Approved by Stockholders | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Total(2) | | | | | 6,532,523 | | | | | | 6.18 | | | | | | 36,383 | | |
| | | Column (C) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
| Column (A) | | ||||||||
| Column (B) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | ||||||||
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | |||||||||
Plan Category | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | |||||||||
Equity Compensation Plans Approved by Stockholders(1) | 2,999,284 | 7.63 | 966,522 | |||||||
Equity Compensation Plans Not Approved by Stockholders | 0 | 0 | 0 | |||||||
| | | | | | | | | | |
Total(2) | 2,999,284 | 7.63 | 966,522 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Name | | | Fees earned or paid in cash ($) | | | Option awards ($)(1) | | | Total ($) | | |||||||||
Jan van de Winkel(2) | | | | | 87,500 | | | | | | 45,747 | | | | | | 133,247 | | |
Christoph Lengauer(3) | | | | | 22,000 | | | | | | — | | | | | | 22,000 | | |
Timothy Reilly(4) | | | | | 30,678 | | | | | | 46,968 | | | | | | 77,646 | | |
Julie O’Neill(5) | | | | | 47,500 | | | | | | 22,874 | | | | | | 70,374 | | |
Michael A. Kelly(6) | | | | | 60,000 | | | | | | 22,874 | | | | | | 82,874 | | |
David R. Kaufman(7) | | | | | 47,500 | | | | | | 22,874 | | | | | | 70,374 | | |
Name | Fees earned or paid in cash ($) | Option awards ($)(1) | Total ($) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Jan van de Winkel(2) | 67,500 | 181,604 | 249,104 | |||||||
Christoph Lengauer(3) | 44,000 | 124,207 | 168,207 | |||||||
Sander van Deventer(4) | 28,500 | 236,791 | 265,291 | |||||||
Graziano Seghezzi(5) | 27,000 | 236,791 | 263,791 | |||||||
Julie O'Neill(6) | 40,375 | 124,207 | 164,582 | |||||||
Michael A. Kelly(7) | 51,250 | 176,256 | 227,506 | |||||||
David R. Kaufman(8) | 30,000 | 176,256 | 206,256 |
In connection with our initial public offering in April 2019, our
the policy, all non-employee directors are paid cash compensation from and after the completion of our initial public offering, as set forth below:
| Annual Retainer | |||
---|---|---|---|---|
Board of Directors: | ||||
All non-employee members | $ | 40,000 | ||
Additional retainer for Non-Executive Chairman of the Board | $ | 30,000 | ||
Audit Committee: | ||||
Chairman | $ | 22,500 | ||
Non-Chairman members | $ | 15,000 | ||
Compensation Committee: | ||||
Chairman | $ | 15,000 | ||
Non-Chairman members | $ | 10,000 | ||
Nominating and Corporate Governance Committee: | ||||
Chairman | $ | 11,500 | ||
Non-Chairman members | $ | 7,500 |
| | | Annual Retainer | | |||
Board of Directors: | | | | | | | |
All non-employee members | | | | $ | 40,000 | | |
Additional retainer for Non-Executive Chairman of the Board | | | | $ | 30,000 | | |
Audit Committee: | | | | | | | |
Chairman | | | | $ | 15,000 | | |
Non-Chairman members | | | | $ | 7,500 | | |
Compensation Committee: | | | | | | | |
Chairman | | | | $ | 10,000 | | |
Non-Chairman members | | | | $ | 5,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Chairman | | | | $ | 7,500 | | |
Non-Chairman members | | | | $ | 4,000 | | |
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% Stockholders | | | | | | | | | | | | | |
Redmile Group, LLC(2) | | | | | 5,227,049 | | | | | | 9.99% | | |
Entities affiliated with EcoR1 Capital(3) | | | | | 5,227,049 | | | | | | 9.99% | | |
FMR LLC(4) | | | | | 4,895,600 | | | | | | 9.36% | | |
Gilead Sciences, Inc.(5) | | | | | 3,759,465 | | | | | | 7.19% | | |
Baker Bros. Advisors LP(6) | | | | | 3,475,535 | | | | | | 6.64% | | |
Sofinnova Capital VI FCPR(7) | | | | | 3,142,596 | | | | | | 6.01% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Joern Aldag(8) | | | | | 1,543,620 | | | | | | 2.95% | | |
Reinhard Kandera(9) | | | | | 396,376 | | | | | | * | | |
Christine Baker(10) | | | | | 336,174 | | | | | | * | | |
Jan van de Winkel(11) | | | | | 158,320 | | | | | | * | | |
Timothy Reilly | | | | | — | | | | | | — | | |
Julie O’Neill(12) | | | | | 52,976 | | | | | | * | | |
Michael A. Kelly(13) | | | | | 44,154 | | | | | | * | | |
David R. Kaufman(14) | | | | | 42,977 | | | | | | * | | |
Malte Peters | | | | | — | | | | | | — | | |
Terry Coelho | | | | | — | | | | | | — | | |
All executive officers and directors as a group (13 persons)(15) | | | | | 3,044,956 | | | | | | 5.82% | | |
Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
---|---|---|---|---|---|---|---|
| | | | | | | |
5% Stockholders | |||||||
Sofinnova Capital VI FCPR(2) | 3,963,854 | 18.16 | % | ||||
Forbion Capital Fund II Coöperatief U.A.(3) | 2,494,173 | 11.43 | % | ||||
Entities affiliated with Redmile Group(4) | 1,892,521 | 8.67 | % | ||||
Gilead Sciences, Inc.(5) | 1,667,268 | 7.64 | % | ||||
Boehringer Ingelheim Venture Fund GmbH(6) | 1,666,806 | 7.64 | % | ||||
Takeda Ventures, Inc.(7) | 1,333,588 | 6.11 | % | ||||
Directors and Named Executive Officers | |||||||
Joern Aldag(8) | 547,016 | 2.45 | % | ||||
Reinhard Kandera(9) | 99,469 | * | |||||
Igor Matushansky(10) | 109,098 | * | |||||
Jan van de Winkel(11) | 51,229 | * | |||||
Christoph Lengauer(12) | 6,914 | * | |||||
Sander van Deventer(13) | 6,400 | * | |||||
Graziano Seghezzi(14) | 6,400 | * | |||||
Julie O'Neill(15) | 6,914 | * | |||||
Michael A. Kelly(16) | 6,400 | * | |||||
David R. Kaufman(17) | 6,400 | * | |||||
All executive officers and directors as a group (12 persons)(18) | 876,400 | 4.02 | % |
voting and dispositive power with respect to the shares held by Sofinnova Capital. Denis Lucquin, Antoine Papiernik, Henrijette Richter, Monique Saulnier and Graziano Seghezzi are the managing partners of Sofinnova SAS and may be deemed to have shared voting and dispositive power with respect to the shares held by Sofinnova Capital. Graziano Seghezzi is a managing partner of Sofinnova SAS and is also a member of our board of directors. Mr. Seghezzi disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein, if any. TheCapital.The address of Sofinnova Capital is Sofinnova Partners, Immeuble le Centorial, 16-18 Rue du Quatre-Septembre, 75002 Paris, France.
and Takeda Ventures, Inc. ("Takeda Ventures"). According to the Schedule 13G, Takeda Limited's beneficial ownership is comprised of 1,333,588(i) 51,952 shares of common stock, held by Takeda Ventures, a wholly-owned indirect subsidiary of Takeda Limited. Takeda Ventures is owned directly by Takeda U.S.A., which is owned directly by both Takeda Limited (58.09%) and Takeda International (41.91%). Takeda International is a wholly-owned direct subsidiary of Takeda Limited. Takeda Limited has shared voting power with respect to 1,333,588 shares and shared dispositive power with respect to 1,333,588 shares. Takeda International's beneficial ownership is comprised of 558,907 of the 1,333,588 shares of common stock held by Takeda Ventures. Takeda International has shared voting power with respect to 558,907 shares and shared dispositive power with respect to 558,907 shares. Takeda U.S.A.'s beneficial is comprised of 1,333,588 shares of common stock held by Takeda Ventures. Takeda U.S.A. has shared voting power with respect to 1,333,588 shares and shared dispositive power with respect to 1,333,588 shares. Takeda Ventures is the beneficial owner of 1,333,588 shares and has shared voting power with respect to 1,333,588 shares and shared dispositive power with respect to 1,333,588 shares. The address for Takeda Limited is 1-1, Nihonbashi-Honcho 2-Chome, Chuo-ku, Tokyo 103-8668, Japan, the address for Takeda International is Thurgauerstrasse 130, 8152 Glattpark-Opfikon, Zurich, Switzerland, the address for Takeda U.S.A. is One Takeda Parkway, Deerfield, IL 60015, USA and the address for Takeda Ventures is 435 Tasso Street, Suite 300, Palo Alto, CA 94301, USA.
Series D Preferred Stock Financing
In February 2019, we issued and sold an aggregate of 257,000 shares of our Series D preferred stock at a price of $145.65 per share. The following table sets forth the number of shares of our Series D preferred stock purchased by our directors, executive officers and five percent stockholders and their affiliates and the aggregate purchase price paid for such shares.
Purchaser | Shares of Series D Preferred Stock Purchased | Aggregate Purchase Price ($) | |||||
---|---|---|---|---|---|---|---|
| | | | | | | |
Takeda Ventures, Inc. | 14,500 | 2,111,925.00 | |||||
667, L.P.(1) | 5,170 | 753,010.50 | |||||
Baker Brothers Life Sciences, L.P. | 45,500 | 6,627,075.00 | |||||
Redmile Biopharma Investments I, L.P. | 51,502 | 7,501,266.30 | |||||
RAF, L.P.(2) | 34,328 | 4,999,873.20 | |||||
| | | | | | | |
Total | 151,000 | 21,993,150.00 |
Employment Agreements
Agreements with the University of Basel
Agreement for Services
We are party to an agreement, effective January 1, 2014, as further amended, with the University of Basel, pursuant to which the University of Basel provides us with specified research activities and deliverables. Daniel Pinschewer, M.D., who was our Chief Scientific Officer until December 31, 2019, and who is now serving as our Scientific Advisor to the Chief Executive Officer, is an employee of the University of Basel and provides research services to the University of Basel pursuant to this Agreement. Dr. Pinchewer's spouse is also employed by the University of Basel and assists on the services provided to us as scientific staff. The compensation of Dr. Pinschewer's spouse is indirectly tied
to the revenues the university receives from us under the terms of this agreement. During the years ended December 31, 2018 and 2019, we paid CHF 366,424 and CHF 433,399, respectively, to the University of Basel for services provided under this Agreement.
Agreement Regarding Consulting Services of Employee
We are party to an agreement with the University of Basel, pursuant to which the university permits Dr. Pinschewer to provide us with part-time consulting services. Pursuant to the terms of the agreement, all patentable inventions and associated rights created by Dr. Pinschewer in the course of his consulting services ("Service IP") (except those created as a result of or in connection with resources from the University of Basel or in or under the laboratories of the University of Basel) will be assigned to us and we will be entitled to all rights related to such Service IP. As a condition to entering this agreement, we agreed to pay the University of Basel de minimis royalties on the net sales of any approved product candidate under a patent which discloses and claims Service IP. The royalty rate is to be determined based on the number of patents, the university's contribution, among other factors. As of the date hereof, we have not paid any royalties to the University of Basel pursuant to the terms of this agreement.
Indemnification Agreements
At the time of our initial public offering, we
Agreements with our Stockholders
We entered into the shareholders' agreement in connection with our Series B preferred stock financing in 2013, which was further amended and restated in 2016 in connection with our Series B preferred stock extension financing, in 2017 in connection with our Series C preferred stock financing, in June 2018 in connection with our reorganization as Hookipa Biotech, Inc. and in February 2019 in connection with our Series D preferred stock financing, or the Shareholders' Agreement. The Shareholders' Agreement automatically terminated upon the closing of the initial public offering, other than with respect to the registration rights provided for therein.
The Shareholders' Agreement provided for the voting of shares with respect to the constituency of our board of directors and the voting of shares in favor of specified matters. The agreement provided these holders with certain rights relating to the registration of their shares under the Securities Act of 1933, as amended.
The Shareholder Agreement also established certain board observer rights, reporting and information rights, drag-along rights and tag-along rights, and set forth certain covenants relating to insurance, employee agreements, employee stock and related matters.
Participation in our Initial Public Offering
Certain of our existing stockholders, including stockholders affiliated with certain of our directors, purchased an aggregate of approximately $61.8 million in shares of our common stock in our initial public offering in April 2019 at the initial public offering price. The underwriting discount for the shares sold to such stockholders in the initial public offering was the same as the underwriting discount for the shares sold to the public.
Policies for Approval of Related Party Transactions
Based on these discussions, the financial statement review and other matters it deemed relevant, the Audit Committee recommended to the Board that the Company'sCompany’s audited consolidated financial statements for the fiscal year ended December 31, 20192022 be included in its Annual Report on Form 10-K for the year ended 2019.
2022.
Fee Category | | | Year ended December 31, 2022 | | | Year ended December 31, 2021 | | ||||||
Audit Fees(1) | | | | | 501,067 | | | | | | 508,514 | | |
Audit-Related Fees(2) | | | | | 878,537 | | | | | | 0 | | |
Tax Fees | | | | | 0 | | | | | | 0 | | |
All Other Fees | | | | | 0 | | | | | | 0 | | |
Total | | | | | 1,379,604 | | | | | | 508,514 | | |
Fee Category | Year ended December 31, 2019 | Year ended December 31, 2018 | |||||
---|---|---|---|---|---|---|---|
| | | | | | | |
Audit Fees(1) | 690,124 | 301,481 | |||||
Audit-Related Fees(2) | 1,066,515 | 479,240 | |||||
All Other Fees(3) | 0 | 113,049 | |||||
| | | | | | | |
Total | 1,756,639 | 893,770 | |||||
| | | | | | | |
| | | | | | | |
| | | | | | | |
Committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.
Voting Requirement
2023. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote.
Board Diversity Matrix (As of April 13, 2023) | | ||||||||||||
Total Number of Directors | | | 8 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | | | | | |
Directors | | | 2 | | | 6 | | | — | | | — | |
Part II: Demographic Background | | | | | | | | | | | | | |
African American or Black | | | — | | | — | | | — | | | — | |
Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
Asian | | | — | | | — | | | — | | | — | |
Hispanic or Latinx | | | 1 | | | — | | | — | | | — | |
Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
White | | | 2 | | | 6 | | | — | | | — | |
Two or More Races or Ethnicities | | | 1 | | | — | | | — | | | — | |
LGBTQ+ | | | | | | | | | — | | | | |
Did Not Disclose Demographic Background | | | | | | | | | — | | | | |
Please call the SEC at 1-800-732-0330 for further information on the public reference room. The Company'sCompany’s SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC athttp://www.sec.gov. You may also read and copy any document the Company files with the SEC on our website at https//hookipapharma.com.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. D16265-Z77352 HOOKIPA Pharma Inc. Annual Meeting of Stockholders June 18, 2020 10:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Joern Aldag, Reinhard Kandera and Daniel Courtney, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of HOOKIPA Pharma Inc. that the stockholder is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, EDT on June 18, 2020, via a live audio webcast at www.virtualshareholdermeeting.com/HOOK2020, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side