UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
450 EAST JAMIE COURTSOUTH SAN FRANCISCO, CALIFORNIA 94080CARLOS, CA. 94070
A About These Proxy Materials and Voting virtual meeting platform and submit questions.450 EAST JAMIE COURTSOUTH SAN FRANCISCO, CALIFORNIA 94080CARLOS, CA. 94070
FOR THE 20202021 ANNUAL MEETING OF STOCKHOLDERStimeDaylight Time on Wednesday, June 10, 20209, 2021QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTINGnswers"SEC"“SEC”), we have elected to provide access to this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2020 (the “Annual Report on Form 10-K”), and related proxy materials over the Internet. Accordingly, you will receive a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) because the Board of Directors (the "Board“Board of Directors"Directors” or "Board"“Board”) of Atreca, Inc. (the "Company," "Atreca," "we," "us,"“Company,” “Atreca,” “we,” “us,” and "our"“our”) is soliciting your proxy to vote at the 20202021 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.May 1, 2020April 28, 2021 to all stockholders of record entitled to vote at the Annual Meeting. On the date of mailing the Notice, stockholders will be able to access all of the proxy materials on the website at www.proxyvote.com.10, 20209, 2021 at 9:00 a.m. Pacific timeDaylight Time via live webcast on the Internet at www.virtualshareholdermeeting.com/BCEL2020.BCEL2021. Online check-in will begin at approximately 8:45 am Pacific time.Daylight Time. You can attend the Annual Meeting, vote your shares and submit your questions during the live webcast. You will need your 16-digit control number included in the Notice, the proxy card, or in the instructions that accompany your proxy materials. You cannot attend the Annual Meeting in person. Information on how to vote at the Annual Meeting is discussed below.virtual Annual Meeting? Our live webcasthas been designed to allow stockholdersthe extent relevant to submit questions and comments up to 15 minutes beforethe business of the meeting, as the allotted time permits. Questions may be submitted beginning at 8:45 a.m. Pacific Daylight Time on the day of the Annual Meeting and during the Annual Meeting by loggingthrough www.virtualshareholdermeeting.com/BCEL2021. You will need the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials in order to log into the webcast using your 16-digit control number.toll-free)toll free) or 303-562-9288 (international).
online during the meeting.
Beneficial owners who attend the Annual Meeting should follow the instructions at www.virtualshareholdermeeting.com/BCEL2021 to vote online during the meeting.
How do I vote?
You
at www.virtualshareholdermeeting.com/Internet proxy voting allows youBCEL2021 to vote your shares online, with procedures designed to ensureduring the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.meeting.
| | Internet proxy voting allows you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. | | |
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
”
Broker non-votes and “Withhold” votes will have no effect on the outcome of Proposal 1.
properly castshares present or represented by proxy and entitled to vote on the matter must be received to approve this proposal.matter. If you "Abstain"“Abstain” from voting, it will have the same effect as an "Against"“Against” vote. BrokerAs described above, because Proposal No. 2 is considered to be a “routine” matter under applicable rules, your broker, bank or other nominee may generally vote in their discretion on Proposal 2 and therefore we do not expect any broker non-votes will have no effect.
on Proposal 2.
Name | | | Class | | | Age | | | Position | | | Director Since | |
John A. Orwin | | | III | | | 56 | | | President, Chief Executive Officer and Director | | | 2018 | |
Tito A. Serafini, Ph.D. | | | II | | | 57 | | | Chief Strategy Officer and Director | | | 2010 | |
Brian Atwood | | | II | | | 68 | | | Director | | | 2013 | |
Kristine M. Ball | | | III | | | 49 | | | Director | | | 2020 | |
Franklin Berger | | | III | | | 71 | | | Director | | | 2014 | |
David Lacey, M.D. | | | I | | | 68 | | | Director | | | 2016 | |
William H. Robinson, M.D. Ph.D. | | | II | | | 53 | | | Director | | | 2011 | |
Lindsey Rolfe, MBChB | | | I | | | 53 | | | Director | | | 2019 | |
Name | Class | Age | Position | Director Since | ||||
---|---|---|---|---|---|---|---|---|
John A. Orwin | III | 55 | President, Chief Executive Officer and Director | 2018 | ||||
Tito A. Serafini, Ph.D. | II | 56 | Chief Strategy Officer and Director | 2010 | ||||
Brian Atwood | II | 67 | Director | 2013 | ||||
Franklin Berger | III | 70 | Director | 2014 | ||||
David Lacey, M.D. | I | 67 | Director | 2016 | ||||
William H. Robinson, M.D. Ph.D. | II | 52 | Director | 2011 | ||||
Lindsey Rolfe, MBChB | I | 52 | Director | 2019 |
Nominees for Election for a Three-Year Term Expiring at the 20232024 Annual Meeting of Stockholders—Class I
David Lacey, M.D.
Dr. Lacey has served as a member of our board of directors since May 2016. Dr. Lacey is a biopharmaceutical consultant at David L. Lacey LLC, where he advises academic institutions, biotechnology companies and venture capital firms, a position he has held since July 2011. He currently serves as a director of Inbiomotion SL, Argenx SE, Nurix, Inc. and Unity Biotherapeutics and additionally as a scientific advisor to a number of early-stage biotechnology companies. From 1994 until his retirement in 2011, he held various positions, including Senior Vice President of Discovery Research, at Amgen Inc., where he oversaw research encompassing oncology, inflammation, metabolic disorders and neuroscience, and he played a fundamental scientific role in the discovery of the OPG/RANKL/RANK pathway, which led to the development of the anti-RANKL human monoclonal antibody denosumab, for both osteoporosis (Prolia®) and cancer-related bone diseases (XGEVA®). Dr. Lacey received a B.A. degree in biology and an M.D. degree from the University of Colorado School of Medicine. Dr. Lacey was selected to serve on our board of directors because of his experience both in leading drug discovery and as an advisor to companies in the healthcare industry.
Lindsey Rolfe, MBChB
Dr. Rolfe has served as a member of our board of directors since August 2019. Dr. Rolfe currently serves as Chief Medical Officer at Clovis Oncology Inc. She joined Clovis in April 2010 and served as Senior Vice President of Clinical Development until becoming CMO in 2015. At Clovis, Dr. Rolfe has overseen the development team that obtained approvals for Rubraca as an ovarian cancer treatment in the United States of America and Europe, and is responsible for all pre- and post-marketing medical activities. Dr. Rolfe has more than 20 years of drug development experience and previously served in senior oncology development roles at Celgene Corporation, Pharmion Corporation, Cambridge Antibody Technology, UCB Inc. and Celltech Group plc. Dr. Rolfe qualified in medicine at the University of Edinburgh, undertook post-graduate medical training in London, UK and obtained her post-graduate internal medicine qualification as a Member of the Royal College of Physicians. She has specialist accreditation in Pharmaceutical Medicine from the UK General Medical Council and is a Fellow of the Faculty of Pharmaceutical Medicine in the UK. Dr. Rolfe was selected to serve on our board of directors because of her experience in leading drug discovery and development of oncology therapeutics.
THE BOARD OF DIRECTORS RECOMMENDSA VOTE IN FAVOR OF EACH NAMED NOMINEE.
Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders—Stockholders — Class II
Tito A. Serafini, Ph.D.
and pharmaceutical companies, including Alza Corporation (acquired by Johnson & Johnson), Sangstat Medical Corporation (acquired by Genzyme), Rhone-Poulenc Rorer Pharmaceuticals, Inc. (merged with Sanofi-Aventis) and Schering-Plough Corporation (merged with Merck). Mr. Orwin currently serves as a member of the board of directors of Retrophin,Travere Therapeutics, Inc., a biopharmaceutical company, and Seattle Genetics,Seagen, Inc., a biotechnology company. Mr. Orwin previously served as a member of the board of directors of Array BioPharma, Inc., a biopharmaceutical company, from November 2012 until the company'scompany’s acquisition by Pfizer in July 2017. In addition to previously serving as a member of the board of directors of Relypsa and Affymax, Mr. Orwin also served on the board of directors of NeurogesX, Inc., a biopharmaceutical company, from November 2009 until July 2013. Mr. Orwin received a B.A. in Economics from Rutgers University and an M.B.A. from the New York University Leonard M. Stern School of Business. We believe that Mr. Orwin'sOrwin’s perspective and deep experience in the biopharmaceutical industry qualifies him to serve on our board of directors.
the Board has determined that they were not relationships that would interfere with their exercise of independent judgment in carrying out their responsibilities as directors and the Board has affirmatively determined that the following fourfive directors, representing a majority of our directors, are independent directors, withindo not have any relationships that would interfere with the meaningexercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is otherwise “independent” as that term is defined under applicable Nasdaq listing standards: Mr.Messrs. Atwood Mr.and Berger, Mr.Ms. Ball, and Drs. Lacey and Dr. Rolfe. In making this determination, the Board found that none of these directors or, nomineesin the case of Mr. Atwood, a nominee for director, had a material or other disqualifying relationship with the Company.
Based on this review, the Board affirmatively determined that all of the directors nominated for election at the Annual Meeting are independent under the standards set forth in the Company's Corporate Governance Guidelines and applicable Nasdaq rules.
focus on our day-to-day business, while allowing the Chairman of our Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position, as well as the commitment required to serve as our Chairman of our Board of Directors, particularly as the Board of Directors'Directors’ oversight responsibilities continue to grow. While our amended and restated bylaws and corporate governance guidelines do not require that our Chairman and Chief Executive Officer positions be separate, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
June 10, 2020.
The following table provides membership and 20192020 meeting information for each of the Board committees:
Name | Audit | Compensation | Nominating and Corporate Governance | Research and Development Committee | ||||
---|---|---|---|---|---|---|---|---|
John A. Orwin | ||||||||
Tito A. Serafini, Ph.D. | ||||||||
Brian Atwood | X | X* | ||||||
Franklin Berger | X* | X | ||||||
David Lacey, M.D. | X | X* | X | |||||
William H. Robinson, M.D., Ph.D. | X | X | X* | |||||
Lindsey Rolfe, MBChB | X | X | ||||||
Total meetings in 2019 | 3 | 3 | 1 | 0 |
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | | Research and Development Committee | | ||||||||||||
John A. Orwin | | | | | | | | | | | | | | | | | | | | | | | | | |
Tito A. Serafini, Ph.D. | | | | | | | | | | | | | | | | | | | | | | | | | |
Brian Atwood | | | | | X | | | | | | X* | | | | | | | | | | | | | | |
Kristine M. Ball | | | | | X | | | | | | | | | | | | X | | | | | | | | |
Franklin Berger | | | | | X* | | | | | | | | | | | | X | | | | | | | | |
David Lacey, M.D. | | | | | | | | | | | X | | | | | | X* | | | | | | X | | |
William H. Robinson, M.D., Ph.D. | | | | | | | | | | | | | | | | | | | | | | | X* | | |
Lindsey Rolfe, MBChB | | | | | | | | | | | X | | | | | | | | | | | | X | | |
Total meetings in 2020 | | | | | 4 | | | | | | 6 | | | | | | 3 | | | | | | 5 | | |
Carlos, California 94070
corporate-governance/documents-and-charters.
statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
2020.
Ms. Kristine M. Ball
All memberscorporate-governance/documents-and-charters.
standards definition of independence for Compensation Committee members on an annual basis and has determined that each Compensation Committee member satisfies the independence requirements under the listing standards of Nasdaq and Rule 10C-1 under the Exchange Act, and qualifies as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.
Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant'sconsultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser'sadviser’s independence; however, there is no requirement that any adviser be independent.
matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company'sCompany’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.
Ourcorporate-governance/documents-and-charters.
applicable SEC rules.
incumbent directors whose terms of office are set to expire, the Committee reviews these directors'directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors'directors’ independence. The Committee also considers the results of the Board'sBoard’s self-evaluation, conducted annually on a group and individual basis and every three years, conducted with an outside consultant. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates'candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.
Our Board of Directors established the Research and Development Committee in January 2020.
corporate-governance/documents-and-charters.
Code of Business Conduct and Ethics
our Codes of Business Conduct and Ethics.
”
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1)(3) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Brian Atwood | | | | $ | 87,500 | | | | | $ | 152,690 | | | | | $ | — | | | | | $ | 240,190 | | |
Kristine M. Ball | | | | $ | 28,488 | | | | | $ | 470,526 | | | | | $ | — | | | | | $ | 499,014 | | |
Franklin Berger | | | | $ | 54,000 | | | | | $ | 152,690 | | | | | $ | — | | | | | $ | 206,690 | | |
David Lacey, M.D. | | | | $ | 52,643 | | | | | $ | 152,690 | | | | | $ | — | | | | | $ | 205,333 | | |
William H. Robinson, M.D. Ph.D.(2) | | | | $ | 47,191 | | | | | $ | 152,690 | | | | | $ | 250,000 | | | | | $ | 449,881 | | |
Lindsey Rolfe, MBChB | | | | $ | 45,643 | | | | | $ | 152,690 | | | | | $ | — | | | | | $ | 198,333 | | |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(3) | All Other Compensation ($) | Total ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Brian Atwood | $ | 64,134 | $ | — | $ | — | $ | 64,134 | |||||
Franklin Berger | $ | 41,280 | $ | — | $ | — | $ | 41,280 | |||||
David Lacey, M.D. | $ | 38,873 | $ | — | $ | — | $ | 38,873 | |||||
William H. Robinson, M.D. Ph.D.(2) | $ | 22,651 | $ | — | $ | 250,000 | $ | 272,651 | |||||
Lindsey Rolfe, MBChB | $ | 17,406 | $ | 366,315 | $ | — | $ | 383,721 |
Name | | | |||||
Number of shares subject to options as of December 31, | |||||||
---|---|---|---|---|---|---|---|
| | ||||||
| | | | 58,666 | | | |
Kristine M. Ball | | | | | 36,000 | | |
Franklin Berger | | | | | 46,166 | | |
David Lacey, M.D. | | | | 66,532 | | | |
William H. Robinson, M.D. Ph.D. | | | | 73,666 | | | |
Lindsey Rolfe, MBChB | | | | 36,000 | | |
Independent Registered Public Accounting Firm
Board Of Directors Recommends A Vote In Favor Of Proposal 2.
| | | Fiscal Year Ended | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Audit Fees(1) | | | | $ | 604,876 | | | | | $ | 556,626 | | |
Audit-Related Fees(2) | | | | | — | | | | | | 7,926 | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 604,876 | | | | | $ | 564,522 | | |
| Fiscal Year Ended | ||||||
---|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| (in thousands) | ||||||
Audit Fees(1) | $ | 556,626 | $ | 194,383 | |||
Audit-Related Fees(2) | 7,926 | — | |||||
Tax Fees | — | — | |||||
All Other Fees | — | — | |||||
| | | | | | | |
Total Fees | $ | 564,522 | $ | 194,383 |
Approval Policies and Procedures.
services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee'sCommittee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of the Company'sCompany’s common stock as of January 31, 20202021 by: (i) each director and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.
| | | Number of Beneficially Owned Shares(1) | | | Percentage of Shares Beneficially Owned | | ||||||||||||||||||
Beneficial Owner | | | Class A Common Stock | | | Class B Common Stock | | | Class A Common Stock | | | Class B Common Stock | | ||||||||||||
5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | |
Entities Affiliated with Baker Brothers Life Sciences, L.P.(2) | | | | | 3,532,760 | | | | | | 6,715,441 | | | | | | 11.74% | | | | | | 100% | | |
Entities Affiliated with Boxer Capital, LLC(3) | | | | | 2,202,333 | | | | | | — | | | | | | 7.32% | | | | | | — | | |
Waveform & Co.(4) | | | | | 3,357,984 | | | | | | | | | | | | 11.16% | | | | | | | | |
BlackRock, Inc.(5) | | | | | 2,724,211 | | | | | | — | | | | | | 9.05% | | | | | | — | | |
EcoR1 Capital LLC(6) | | | | | 2,426,685 | | | | | | — | | | | | | 8.06% | | | | | | — | | |
Redmile Group LLC(7) | | | | | 2,476,068 | | | | | | — | | | | | | 8.23% | | | | | | — | | |
Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | |
John A. Orwin(8) | | | | | 920,781 | | | | | | — | | | | | | 2.97% | | | | | | — | | |
Tito A. Serafini, Ph.D.(9) | | | | | 616,974 | | | | | | — | | | | | | 2.03% | | | | | | — | | |
Brian Atwood(10) | | | | | 77,818 | | | | | | — | | | | | | * | | | | | | — | | |
Kristine M. Ball | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Franklin Berger(11) | | | | | 113,472 | | | | | | — | | | | | | * | | | | | | — | | |
David Lacey, M.D.(12) | | | | | 36,030 | | | | | | — | | | | | | * | | | | | | — | | |
William Robinson, M.D., Ph.D.(13) | | | | | 416,250 | | | | | | — | | | | | | 2.13% | | | | | | — | | |
Lindsey Rolfe, MBChB | | | | | 8,000 | | | | | | — | | | | | | * | | | | | | — | | |
Herbert Cross(14) | | | | | 153,437 | | | | | | — | | | | | | * | | | | | | — | | |
Norman Michael Greenberg, Ph.D. (15) | | | | | 102,457 | | | | | | — | | | | | | * | | | | | | — | | |
All executive officers and directors as a group (11 persons)(16) | | | | | 2,530,322 | | | | | | — | | | | | | 7.68% | | | | | | — | | |
| Number of Beneficially Owned Shares(1) | Percentage of Shares Beneficially Owned | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Beneficial Owner | Class A Common Stock | Class B Common Stock | Class A Common Stock | Class B Common Stock | |||||||||
5% Stockholders | |||||||||||||
Entities Affiliated with Baker Brothers Life Sciences L.P.(2) | 3,532,760 | 5,934,191 | 16.02 | % | 100 | % | |||||||
Bill & Melinda Gates Foundation(3) | 1,396,644 | — | 6.33 | % | — | ||||||||
Boxer Capital, LLC(4) | 1,772,960 | — | 8.04 | % | — | ||||||||
Hadley Harbor Master Investors (Cayman) II L.P.(5) | 3,372,819 | 15.29 | % | ||||||||||
BlackRock, Inc.(6) | 1,312,400 | — | 5.95 | % | — | ||||||||
EcoR1 Capital LLC(7) | 1,481,411 | — | 6.72 | % | — | ||||||||
Redmile Group LLC(8) | 1,136,806 | — | 5.16 | % | — | ||||||||
Directors and Named Executive Officers | |||||||||||||
John A. Orwin(9) | 777,350 | — | 3.41 | % | — | ||||||||
Tito A. Serafini, Ph.D.(10) | 646,841 | — | 2.91 | % | — | ||||||||
Brian Atwood(11) | 69,274 | — | * | — | |||||||||
Franklin Berger(12) | 104,928 | — | * | — | |||||||||
David Lacey, M.D.(13) | 27,486 | — | * | — | |||||||||
William Robinson, M.D., Ph.D.(14) | 470,594 | — | 2.13 | % | — | ||||||||
Lindsey Rolfe, MBChB | — | — | — | — | |||||||||
Herbert Cross(15) | 64,475 | — | * | — | |||||||||
Norman Michael Greenberg, Ph.D.(16) | 142,829 | — | * | — | |||||||||
Courtney J. Phillips | — | — | — | — | |||||||||
Lisa L. Decker | — | — | — | — | |||||||||
All executive officers and directors as a group (11 persons)(17) | 2,303,777 | — | 9.90 | % | — |
Name | | | Age | | | ||
Current Position(s) with Atreca, Inc. | | ||||||
John A. Orwin | | | | | President, Chief Executive Officer and Director | | |
Herbert Cross | | | | | Chief Financial Officer | | |
Tito A. Serafini, Ph.D. | | | | | Chief Strategy Officer and Director | ||
| |||||||
Courtney J. Phillips | | | | | General Counsel and Corporate Secretary | ||
|
Herbert Cross
Dr. Greenberg has served as our Chief Scientific Officer since May 2016. Prior to joining Atreca, from February 2015 until May 2016, Dr. Greenberg served as Senior Vice President of Translational Medicine at Checkmate Pharmaceuticals, LLC. From April 2014 until May 2016, Dr. Greenberg served as Chief Executive Officer and President of NMG Scientific Consulting, USA. From August 2011 until March 2014, Dr. Greenberg was Vice President of Global Research, Oncology, at MedImmune (AstraZeneca), where he spearheaded global research activities for immune-mediated and tumor-targeted therapies. He previously has served as Senior Director of Research in Oncology, at Pfizer, as a Full Member of the Fred Hutchinson Cancer Research Center and as a tenured Associate Professor at Baylor College of Medicine. Dr. Greenberg is the inventor of the TRAMP prostate cancer research models and has authored over 130 peer-reviewed scientific research articles. He currently sits on the Scientific Advisory Board for Machavert Pharmaceuticals. Dr. Greenberg received a B.Sc. in microbiology and immunology from the University of Toronto and a Ph.D. in microbiology and immunology from the University of British Columbia. Dr. Greenberg performed postdoctoral research at Baylor College of Medicine in Houston.
Courtney J. Phillips
Dr. Decker has served
Senior Director, Alliance Management from August 2008 until December 2009. Prior to serving Nektar Therapeutics, Dr. Decker wascomply with the Office of Technology Management at the University of Massachusetts Medical School, where she served as Associate Director from 2006 until 2008, Licensing Officer from 2002 until 2006, and Licensing Associate from 2000 until 2002. Dr. Decker holds a Ph.D. in Immunology from Tufts University School of Medicine and conducted her postdoctoral training at Harvard Medical School.
scaled disclosure requirements applicable to smaller reporting companies with respect to executive compensation.
Name and Principal Position | | | Year | | | Salary ($) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | ||||||||||||||||||
John A. Orwin President and Chief Executive Officer | | | | | 2020 | | | | | | 566,500 | | | | | | 3,776,010 | | | | | | 295,996 | | | | | | 1,020 | | | | | | 4,639,526 | | |
| | | 2019 | | | | | | 507,027 | | | | | | — | | | | | | 332,750 | | | | | | 5,362 | | | | | | 845,139 | | | ||
Norman Michael Greenberg, Ph.D(4) Former Chief Scientific Officer | | | | | 2020 | | | | | | 425,390 | | | | | | 1,378,568 | | | | | | 161,648 | | | | | | 99,619 | | | | | | 2,065,224 | | |
| | | 2019 | | | | | | 411,352 | | | | | | 423,790 | | | | | | 165,200 | | | | | | 106,916 | | | | | | 1,107,258 | | | ||
Herbert Cross Chief Financial Officer | | | | | 2020 | | | | | | 405,600 | | | | | | 1,519,827 | | | | | | 184,954 | | | | | | 1,020 | | | | | | 2,111,401 | | |
| | | 2019 | | | | | | 312,722 | | | | | | 2,283,292 | | | | | | 187,200 | | | | | | 1,794 | | | | | | 2,785,008 | | |
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
John A. Orwin | 2019 | 507,027 | — | 212,625 | 5,362 | 725,014 | |||||||||||||
President and Chief | 2018 | 318,750 | 4,294,637 | — | 2,145 | 4,615,532 | |||||||||||||
Executive Officer | |||||||||||||||||||
Tito A. Serafini | 2019 | 433,181 | — | 198,322 | 5,987 | 637,490 | |||||||||||||
Chief Strategy Officer and | 2018 | 413,170 | 2,019,627 | 158,000 | 5,658 | 2,596,455 | |||||||||||||
Former President and | |||||||||||||||||||
Norman Michael Greenberg | 2019 | 411,352 | 423,790 | 165,167 | 106,916 | 1,107,225 | |||||||||||||
Chief Scientific Officer | 2018 | 393,225 | 177,421 | 128,625 | 101,418 | 800,689 |
| | | | | | | | | Option Awards | | |||||||||||||||||||||
| | | | | | | | | Number of securities underlying unexercised options | | | Option exercise price | | | Option expiration date | | |||||||||||||||
Name | | | Grant Date | | | (#) exercisable | | | (#) unexercisable | | | ($) | | ||||||||||||||||||
John A. Orwin | | | | | 4/28/2018(1) | | | | | | 695,832 | | | | | | — | | | | | $ | 5.16 | | | | | | 4/27/2028 | | |
| | | | | 10/30/2018(2) | | | | | | 80,576 | | | | | | 68,178 | | | | | $ | 10.02 | | | | | | 10/29/2028 | | |
| | | | | 11/15/2018(2) | | | | | | 30,728 | | | | | | 28,267 | | | | | $ | 10.02 | | | | | | 11/14/2028 | | |
| | | | | 2/26/20(2) | | | | | | 55,229 | | | | | | 185,771 | | | | | $ | 22.07 | | | | | | 2/25/2030 | | |
Norman Michael Greenberg, Ph.D. | | | | | 5/10/2016(1) | | | | | | 11,929 | | | | | | — | | | | | $ | 4.56 | | | | | | 5/9/2026 | | |
| | | | | 4/28/2018(3) | | | | | | 44,999 | | | | | | — | | | | | $ | 5.16 | | | | | | 4/27/2028 | | |
| | | | | 1/31/2019(2) | | | | | | 22,924 | | | | | | 27,075 | | | | | $ | 12.06 | | | | | | 1/30/2029 | | |
| | | | | 2/26/2020(2) | | | | | | 20,166 | | | | | | 67,834 | | | | | $ | 22.07 | | | | | | 2/25/2030 | | |
Herbert Cross | | | | | 4/5/2019(4) | | | | | | 103,125 | | | | | | 121,874 | | | | | $ | 12.06 | | | | | | 4/4/2029 | | |
| | | | | 2/26/2020(2) | | | | | | 22,229 | | | | | | 74,771 | | | | | $ | 22.07 | | | | | | 2/25/2030 | | |
The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2019.
| | Option Awards | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Number of securities underlying unexercised options | Option exercise price | | ||||||||||||
| | Option expiration date | ||||||||||||||
Name | Grant Date | (#) exercisable | (#) unexercisable | ($) | ||||||||||||
John A. Orwin | 4/28/2018 | (1) | 695,832 | — | $ | 5.16 | 4/27/2028 | |||||||||
10/30/2018 | (2) | 43,388 | 105,366 | $ | 10.02 | 10/29/2028 | ||||||||||
11/15/2018 | (2) | 15,980 | 43,015 | $ | 10.02 | 11/14/2028 | ||||||||||
Tito A. Serafini | 2/3/2016 | (3) | 33,332 | — | $ | 4.56 | 2/2/2026 | |||||||||
4/28/2018 | (4) | 99,999 | — | $ | 5.16 | 4/27/2028 | ||||||||||
10/30/2018 | (2) | 41,244 | 100,151 | $ | 10.02 | 10/29/2028 | ||||||||||
11/15/2018 | (2) | 13,585 | 36,560 | $ | 10.02 | 11/14/2028 | ||||||||||
Norman Michael Greenberg | 5/10/2016 | (1) | 122,201 | — | $ | 4.56 | 5/9/2026 | |||||||||
4/28/2018 | (3) | 49,999 | — | $ | 5.16 | 4/27/2028 | ||||||||||
1/29/2019 | (2) | 10,420 | 39,579 | $ | 12.06 | 1/30/2029 |
Mr. Orwin's COBRA premiums for Mr. Orwin and(including eligible dependents, forif applicable), to be paid in a period of up to 18 monthslump sum within 60 days following his termination of employment, or,provided the Separation Agreement (as such term is defined in the Orwin Employment Agreement) has become effective, and (iv) accelerated vesting (a) of all time-based vesting Equity Awards (as such term is defined in the Orwin Employment Agreement) and (b) performance-based vesting Equity Awards as if our Company determines that it cannot pay these COBRA premiums without a substantial riskall performance goals were achieved at the 100% level of violating applicable law, we may payperformance and such number of shares subject to Mr. Orwin a taxable monthly payment in an amount equal to the monthly COBRA premium that Mr. Orwin wouldsuch Equity Awards shall be required to pay to continue his group health coverage in effect on the datedeemed immediately vested, and exercisable, as of Mr. Orwin's terminationOrwin’s last day of employment for a period of up to 18 months following his termination of employment, and (iii) only if such termination or resignation occurs within the 30-day period prior to or within the 12-month period following a Change of Control, the acceleration of vesting of all unvested equity awards held byemployment.
employment.
percentage owned of our capital stock drops below 3.4% (on a fully-diluted, as converted to Class A common stock basis) upon the earliest to occur of (A) the date of the first issuance of our capital stock to the public pursuant to a firmly underwritten public offering pursuant to an effective registration statement, (B) a change of control of our company, or (C) three years after June 26, 2018, such that after such grant Dr. Serafini's percentage owned of our capital stock will equal 3.4%. Dr. Serafiniapplicable. Mr. Cross has also executed the Company'sour standard form of employee confidential information and inventions assignment agreement, whereby he agrees to maintain confidentiality regarding any confidential information regarding the company and assigns to the Company all intellectual property pertaining to the Company.
our company.
time-based vesting Equity Awards (as such term is defined in the Cross Employment Agreement) and performance-based vesting Equity Awards as if all performance goals were achieved at the 100% level of performance and such number of shares subject to such Equity Awards shall be deemed immediately vested, and exercisable, as of Mr. Cross’s last day of employment.
to a place that increases Dr. Serafini'sMr. Cross’s one-way commute by more than 50 miles as compared to Dr. Serafini'sMr. Cross’s then-current principal place of employment immediately prior to such relocation.
our company.
employment, and (iii) only if such termination or resignation occurs within the 30-day period prior to or within the 12-month period following a Change of Control, the acceleration of(iv) accelerated vesting of all unvested equity awards held bytime-based vesting Equity Awards (as such term is defined in the Greenberg Employment Agreement) and performance-based vesting Equity Awards as if all performance goals were achieved at the 100% level of performance and such number of shares subject to such Equity Awards shall be deemed immediately vested, and exercisable, as of Dr. Greenberg.
Greenberg’s last day of employment.
Equity Compensation Plan Information
Plan Category(1) | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(c) | | |||||||||
Equity compensation plans approved by security holders | | | | | 4,862,220(2) | | | | | $ | 13.34 | | | | | | 2,563,706(3)(4)(5) | | |
Plan Category(1) | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(c) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 3,792,141 | (2) | $ | 9.64 | 2,646,337 | (3)(4)(5) |
Rule 10b5-1 Sales Plans
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION
Preferred Stock Financings
In September 2018, we issued an aggregate of 5,007,134 shares of our Series C1 preferred stock at a purchase price of $13.98 per share for an aggregate purchase price of $70.0 million. In September 2018, we issued an aggregate of 3,934,191 shares of our Series C2 preferred stock at a purchase price of $13.98 per share for an aggregate purchase price of $55.0 million. In August 2017, we issued an aggregate of 3,001,421 shares of our Series B preferred stock at a purchase price of $11.661 per share for an aggregate purchase price of $35.0 million. The following table summarizes purchases of preferred stock by our directors and by holders of more than five percent of our capital stock and their affiliated entities. One of our executive officers purchased shares of preferred stock.
Name | Series B Preferred Stock(1) | Series C1 Preferred Stock(1) | Series C2 Preferred Stock(1) | Aggregate Purchase Price | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Entities affiliated with Baker Brothers Life Sciences L.P.(2) | 1,010,239 | — | 3,934,191 | $ | 66,780,400 | ||||||||
Boxer Capital, LLC(3) | — | 1,072,960 | — | 14,999,999 | |||||||||
Hadley Harbor Master Investors (Cayman) II L.P.(4) | 1,039,783 | 894,472 | — | 24,629,633 | |||||||||
Brian Atwood(5) | 4,287 | — | — | 49,998 | |||||||||
Franklin Berger | 26,115 | 13,164 | — | 488,570 | |||||||||
Tito A. Serafini(6) | 6,431 | — | — | 74,999 | |||||||||
William H. Robinson | 4,287 | — | — | 49,998 |
Baker Brothers Nominating Agreement
Investors'Investors’ Rights Agreement
December 31, 2017, 20182019 and 2019,2020, we incurred and recorded approximately $487,000, approximately $1.1$1.4 million and 1.4$1.1 million, respectively, of legal expenses for services performed by Kilpatrick Townsend.
A copy of
34 | ||
April 29, 2020
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com ATRECA INC. Annualwww.proxyvote.com.zD52933-P54860ATRECA INC.Annual Meeting of Stockholders June 10, 2020StockholdersJune 9, 2021 9:00 AM Pacific Time ThisDaylight TimeThis proxy is solicited by the Board of Directors TheDirectorsThe stockholder(s) hereby appoint(s) John A. Orwin and Herbert Cross, or either of them,Courtney J. Phillips, as proxies, eachproxy, with the power to appoint hisher substitute, and hereby authorize(s) themher to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of ATRECA, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. Pacific timePDT on June 10, 20209, 2021 virtually via live webcast at www.virtualshareholdermeeting.com/BCEL2020,BCEL2021, and any adjournment or postponement thereof. Thisthereof.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. Continuedrecommendations.Continued and to be signed on reverse side 0000466360_2 R1.0.1.18