SCHEDULE 14A
Filed by the Registrant ☒ Filed by a party other than the Registrant o
Check the appropriate box:
SCHEDULE 14A
Filed by the Registrant ☒ Filed by a party other than the Registrant o
Check the appropriate box:
☐ | | Preliminary Proxy Statement |
☐ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | Definitive Proxy Statement |
☐ | | Definitive Additional Materials |
☐ | | Soliciting Material Under §240.14a-12 |
UNITY BIOTECHNOLOGY, INC.
☒ | | | No fee required. | |||
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
| | (1) | | | Title of each class of securities to which transaction applies: | |
| | | | |||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
| | | | |||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| | | | |||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | | | |||
| | (5) | | | Total fee paid: | |
| | | | |||
| | Fee paid previously with preliminary materials. | ||||
| | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
| | (1) | | | Amount previously paid: | |
| | | | |||
| | (2) | | | Form, Schedule or Registration Statement No.: | |
| | | | |||
| | (3) | | | Filing party: | |
| | | | |||
| | (4) | | | Date Filed: | |
| | | |
24, 2021 The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 3280 Bayshore Blvd., Suite 100Brisbane, California 9400520, 201920, 2019,24, 2021, at 9:00 a.m. local time,time. In light of the coronavirus/COVID-19 outbreak and governmental decrees that in-person gatherings be postponed or cancelled, and in the best interests of public health and the health and safety of our Board of Directors, employees and stockholders, we are holding a virtual-only meeting. Stockholders can attend the meeting via the internet at www.virtualshareholdermeeting.com/UBX2021 by using the offices of Latham & Watkins LLC, 140 Scott Drive, Menlo Park, CA 9402516-digit control number that appears on the accompanying Proxy Card (printed in the box and marked by the arrow) and the instructions that accompanied these proxy materials.1. To elect three Class IIII directors to hold office until the 20222024 annual meeting of stockholders or until their successors are elected;2. To ratify the selection,appointment, by the Audit Committee of the Company’s Board of Directors, of Ernst & Young LLP, as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019;2021; and3. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. 22, 201926, 2021 (the “Record Date”), can vote at this meeting or any adjournments that take place. IN PERSON, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018,2020, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED. KEITH R. LEONARD JR.ANIRVAN GHOSH, PH.D. Keith R. Leonard Jr.Anirvan Ghosh, Ph.D. Brisbane, CaliforniaApril 26, 2019
24, 2021 In addition to solicitations by mail, our directors, officers, and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail, and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians, and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.3280 Bayshore Blvd, Suite 100Brisbane, California 9400520, 201920192021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 20, 2019,24, 2021, at 9:00 a.m. local time, virtually at the offices of Latham & Watkins LLC, 140 Scott Drive, Menlo Park, CA 94025.www.virtualshareholdermeeting.com/UBX2021. There will be no physical meeting location. The meeting will only be conducted via an audio webcast.20182020 (the “Form 10-K”), over the internet in lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of record as of April 22, 201926, 2021 (the “Record Date”), for the first time on or about April 26, 2019.May 7, 2021. The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have provided brokers, dealers, banks, voting trustees, and their nominees, at our expense, with additional copies of our proxy materials and the Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Form 10-K is also available in the “SEC Filings”“Financial Information” section of our website at http://ir.unitybiotechnology.com/investor-relations.42,907,14954,787,709 shares outstanding as of the Record Date (excluding any treasury shares). The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the Annual Meeting.
1
In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.
2
Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.
• | To vote by attending the virtual Annual Meeting, vote your shares at www.virtualshareholdermeeting.com/UBX2021 during the Annual Meeting. You will need the 16-digit control number which appears on the accompanying Proxy Card (printed in the box and marked by the arrow) and the instructions that accompanied these proxy materials. For additional details on the virtual meeting, please see page 5 of this Proxy Statement. |
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
3
broker or
If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.
4
If your shares are held by your broker, bank, or other agent, you should follow the instructions provided by them.
Directions to Annual Meeting
Directions to our Annual Meeting, to be held at 9:00 a.m local time, at the offices of Latham & Watkins LLC, 140 Scott Drive, Menlo Park, CA 94025, are available at: https://www.lw.com/offices/siliconvalley.
5
Messrs. David, Lacey
FOR
6
Name | Age | Position/Office Held With the Company | Director Since |
Class I Directors whose terms expire at the Annual Meeting of Stockholders | |||
Nathaniel E. David, Ph.D. | 51 | President and Director | 2011 |
David L. Lacey, M.D.(3)(4) | 66 | Director | 2018 |
Robert T. Nelsen | 55 | Director | 2011 |
Class II Directors whose terms expire at the 2020 Annual Meeting of Stockholders | |||
Paul L. Berns(1)(2) | 52 | Director | 2018 |
Graham K. Cooper(1)(2) | 49 | Director | 2017 |
Camille D. Samuels(1) | 47 | Director | 2015 |
Class III Directors whose terms expire at the 2021 Annual Meeting of Stockholders | |||
Keith R. Leonard Jr. | 57 | Chairman, Chief Executive Officer and Director | 2016 |
Kristina M. Burow(2)(3) | 45 | Director | 2011 |
Margo R. Roberts, Ph.D.(3)(4) | 64 | Director | 2018 |
Name | | | Age | | | Position/Office Held With the Company | | | Director Since |
Class I Directors whose terms expire at the 2022 Annual Meeting of Stockholders | |||||||||
Anirvan Ghosh, Ph.D. | | | 57 | | | Chief Executive Officer and Director | | | 2020 |
Nathaniel E. David, Ph.D.(4) | | | 53 | | | Director | | | 2011 |
Gilmore O’Neill, M.B.(4) | | | 56 | | | Director | | | 2020 |
| | | | | | ||||
Class II Directors whose terms expire at the 2023 Annual Meeting of Stockholders | |||||||||
Paul L. Berns(1)(2) | | | 54 | | | Director | | | 2018 |
Graham K. Cooper(1)(2) | | | 51 | | | Director | | | 2017 |
Camille D. Samuels(1)(3) | | | 49 | | | Director | | | 2015 |
| | | | | | ||||
Class III Directors whose terms expire at the Annual Meeting of Stockholders | |||||||||
Keith R. Leonard Jr. | | | 59 | | | Chairman and Director | | | 2016 |
Kristina M. Burow(2)(3) | | | 47 | | | Director | | | 2011 |
Margo R. Roberts, Ph.D.(3)(4) | | | 66 | | | Director | | | 2018 |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Nominating and Corporate Governance Committee. |
(4) | Member of the Science Committee. |
Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.
Nathaniel E. David, Ph.D. is our co-founder and has served as a member of our board of directors since its inception in November 2011, our President since January 2016, and as our Chief Executive Officer from our inception until January 2016. Dr. David was a co-founder of and served as Chief Science Officer of KYTHERA Biopharmaceuticals, Inc. from January 2005 to September 2009 and a member of the board of directors from its inception until its acquisition by Allergan. He was a co-founder and from 1999 to 2003 was Director of Business Development of Syrrx, Inc., a biotechnology company which was acquired by Takeda Pharmaceutical Company Limited, a public pharmaceutical company. Dr. David was also a co-founder of Achaogen, Inc., a public biotechnology company, and Sapphire Energy, Inc., an energy company. Dr. David previously served on the board of trustees of the Buck Institute for Research on Aging, and on the board of directors of Sapphire Energy, Inc. Dr. David received an B.A. in Biology from Harvard University and a Ph.D. in Molecular and Cellular Biology from the University of California, Berkeley. We believe that Dr. David is qualified to serve on our board of directors due to his extensive scientific and operational background gained as a research scientist, founder, and executive focused on life science and pharmaceutical companies.
David L. Lacey, M.D. has served as a member of our board of directors since February 2018. Dr. Lacey currently serves as Scientific Advisor at Verdant Therapeutics Inc., a biotechnology company. Prior to that, Dr. Lacey held roles of increasing responsibility at Amgen from 1994 to 2011, including as Senior Vice President of Research. Dr. Lacey currently serves on the board of directors of argenx SE, a public biotechnology company. He also serves on the boards of directors of Nurix, Inc., a biotechnology company, and Inbiomotion SL, a biotechnology company. He previously served on the boards of directors or as an advisory board member to Bay Area Bioscience Association and AnaptysBio, Inc. Dr. Lacey previously served as Assistant Professor of Pathology at Jewish Hospital, Washington University Medical Center and was also a postgraduate research associate in the University of Colorado’s Department of Pathology. Dr. Lacey received a B.S. in Biology and an
7
M.D. from the University of Colorado. We believe that Dr. Lacey is qualified to serve on our board of directors due to his extensive experience in biopharmaceutical development, as an advisor to biotechnology companies and his medical background.
Robert T. Nelsen has served as a member of our board of directors since its inception in November 2011. Mr. Nelsen is a co-founder and has served as a Managing Director of ARCH Venture Partners, a venture capital firm, since July 1994. Mr. Nelsen is currently a director of Denali Therapeutics Inc., a public biopharmaceutical company, and is chairman of Hua Medicine, a public biopharmaceutical company in Hong Kong. In addition, Mr. Nelsen serves as a director of several private biotechnology companies, including Vir Biotechnolgy Inc., GRAIL Inc., Sana Biotechnology, Inc., Beam Therapeutics Inc., insitro Inc., Maze Therapeutics, Inc., Encoded Genomics, Inc., and Arivale Inc., among others. Previously, Mr. Nelsen served on a number of public biopharmaceutical and biotechnology companies, including Agios Pharmaceuticals, Juno Therapeutics, Sienna Biopharmaceuticals, Inc., Syros Phamraceuticals, Bellerophon Therapeutics, Inc., Fate Therapeutics, Inc., KYTHERA, NeurogesX, Inc., and Sage Therapeutics Inc. He also previously served as a Trustee of the Fred Hutchinson Cancer Research Institute, the Institute for Systems Biology, and was a director of the National Venture Capital Association. Mr. Nelsen holds an M.B.A. from the University of Chicago and a B.S. from the University of Puget Sound with majors in Economics and Biology.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ELECTION OF EACH OF THE ABOVE NAMED NOMINEES
8
Directors Continuing in Office Until the 2020 Annual Meeting of Stockholders
Paul L. Berns has served as a member of our board of directors since March 2018. Mr. Berns has been a consultant in the pharmaceutical industry since July 2016, as well as from August 2012 to March 2014 and from July 2005 to March 2006. Mr. Berns has been a member of ARCH Venture Partners since August 2018. From March 2014 to June 2016, Mr. Berns served as President and Chief Executive Officer and Chairman of the Board at Anacor Pharmaceuticals, Inc. a biopharmaceutical company, which was acquired by Pfizer Inc. in 2016. Previously, Mr. Berns served as President and Chief Executive Officer of Allos Therapeutics, Inc., a biopharmaceutical company, from March 2006 to September 2012, when it was acquired by Spectrum Pharmaceuticals, Inc. Mr. Berns was President and Chief Executive Officer of Bone Care International, Inc., a specialty pharmaceutical company, from June 2002 to July 2005, when it was acquired by Genzyme Corporation. Prior to that, Mr. Berns was Vice President and General Manager of the Immunology, Oncology and Pain Therapeutics business unit of Abbott Laboratories from 2001 to 2002, and from 2000 to 2001, he served as Vice President, Marketing of BASF Pharmaceuticals/Knoll, when it was acquired by Abbott Laboratories in 2001. Earlier in his career, Mr. Berns held various positions, including senior management roles, at Bristol-Myers Squibb Company from 1990 to 2000. Mr. Berns is currently a board member of the privately held company, MC2 Therapeutics (since May 2017), and privately held company, BlackThorn Therapeutics Inc. (since November 2018), and the publicly held companies, Jazz Pharmaceuticals, PLC (since April 2010) and Menlo Therapeutics, Inc. (since November 2017). Mr. Berns previously served on the boards of Anacor Pharmaceuticals, Inc. (from June 2012 to June 2016), XenoPort, Inc. (from November 2005 to May 2016), Allos Therapeutics, Inc. (from March 2006 to September 2012) and Bone Care International, Inc. (from June 2002 to July 2005). Mr. Berns received his B.S. in Economics from the University of Wisconsin. We believe that Mr. Berns is qualified to serve on our board of directors because of his extensive experience in the biopharmaceutical industry and his service as a director of a number of public pharmaceutical companies.
Graham K. Cooper has served as a member of our board of directors since April 2017. Since March 2018, Mr. Cooper has served as the Chief Operating Officer and Chief Financial Officer of Assembly Biosciences, Inc. Mr. Cooper previously served as the Chief Financial Officer of Receptos, Inc., from February 2013 until its acquisition by Celgene in August 2015 and Chief Financial Officer of Geron Corporation from January 2012 to December 2012. From May 2006 until March 2011, Mr. Cooper served as Chief Financial Officer of Orexigen Therapeutics, Inc. Prior to that, Mr. Cooper held roles of increasing responsibility at Deutsche Bank Securities, an investment bank, from August 1997 to February 2006, including Director, Health Care Investment Banking. He began his career as an accountant at Deloitte & Touche, and was previously a C.P.A. Mr. Cooper currently serves on the board of directors of Kezar Life Sciences, a public biotechnology company, and Bioniz Therapeutics, Inc., a private biotechnology company. Mr. Cooper received a B.A. in Economics from the University of California at Berkeley and an M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Cooper is qualified to serve on our board of directors due to his significant financial and accounting experience in the life sciences industry.
Camille D. Samuels has served as a member of our board of directors since March 2015. Ms. Samuels has been a Partner of Venrock, a venture capital firm, since May 2014. Prior to that, she served as a Managing Director of Versant Ventures, a life sciences venture capital firm, from February 2000 to December 2012. She previously served as a board member or a board observer on other public healthcare companies, including Achaogen, Inc., Carmenta Biosciences, Fluidigm Corporation, Genomic Health, Inc., KYTHERA, Novacardia, Inc., ParAllele BioScience, Inc., RegenXBIO and Syrrx. Prior to her venture career, Ms. Samuels held business development and strategic marketing roles at Tularik Inc., a public biotechnology company, acquired by Amgen and Genzyme Corp. Ms. Samuels received a B.A. in Biology from Duke University and an M.B.A. from Harvard Business School, both with high distinction.
Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders
Keith R. Leonard Jr.has served as our Chairman since January 2016 and served as our Chief Executive Officer sincefrom October 2016.2016 to March 2020. Mr. Leonard was a co-founder of and served as President and Chief Executive Officer of KYTHERA Biopharmaceuticals, Inc. (NASDAQ: KYTH) , a public biopharmaceutical company from August 2005 until its acquisition by Allergan plc a public pharmaceutical company, in October 2015. Prior to that, Mr. Leonard held roles of increasing responsibility at Amgen Inc., a public biotechnology company, (NASDAQ: AMGN) from October 1991 to November 2004, including as Senior Vice President and General Manager of Amgen Europe. Mr. Leonard currently serves on the board of directors of Sanifit Laboratories S.L., a biopharmaceutical company and Intuitive Surgical, Inc., a
9
public medical device company, and is the Chairman of the board of directors for Sienna Biopharmaceuticals, Inc. (NASDAQ: ISRG), a public biotechnologymedical device company. He previously served on the boards of directors of Sienna Biopharmaceuticals, Inc. (NASDAQ: SNNA), a biopharmaceutical company, Affymax, Inc., a public biotechnology company, Anacor Pharmaceuticals, Inc., a public biopharmaceutical company which was acquired by Pfizer Inc. in 2016, and ARYx Therapeutics, Inc., a public biopharmaceutical company. Mr. Leonard was formerly an active duty officer in the United States Navy. Mr. Leonard received a B.S. in Engineering from the University of California, Los Angeles, a B.A. in History from the University of Maryland, an M.S. in Engineering from the University of California, Berkeley, and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles. We believe that Mr. Leonard is qualified to serve on our board of directors due to his extensive executive management and leadership experience in the life science industry, as well as experience as a director of public companies.
10
Year Ended December 31, | ||||||
2018 | 2017 | |||||
(In thousands) | ||||||
Audit Fees(1) | $ | 1,884 | $ | 442 | ||
Tax Fees | — | — | ||||
Audit-Related Fees | — | — | ||||
All Other Fees | — | — | ||||
Total Fees | $ | 1,884 | $ | 442 |
| | Year Ended December 31, | ||||
| | 2020 | | | 2019 | |
| | (In thousands) | ||||
Audit Fees(1) | | | $1,143 | | | $1,111 |
Tax Fees(2) | | | 15 | | | — |
Audit-Related Fees | | | — | | | — |
All Other Fees(3) | | | — | | | 2 |
Total Fees | | | $1,158 | | | $1,113 |
(1) | Audit fees |
(2) | Tax fees include fees for tax compliance, tax advice, and tax planning. |
(3) | All Other Fees consist of fees billed in the indicated year for an annual subscription to EY’s online resource library. |
All of the services described above were pre-approved by our Audit Committee. The Committee concluded that the provision of these services by Ernst & Young LLPEY would not affect their independence.
FOR
11
2020. The Audit Committee has discussed with Ernst & Young LLP (“Ernst & Young”EY”), the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard 1301,the applicable requirements of, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”(“PCAOB”). and the SEC.
| | Audit Committee | |
| | Graham K. Cooper, Chair | |
| | Paul L. Berns | |
| | Camille D. Samuels |
12
13
14
The current members of our Audit Committee are Paul L. Berns, Graham K. Cooper, and Camille D. Samuels. Mr. Cooper serves as the chairpersonChair of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Cooper is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. Our Board has determined that each of Messrs. Berns and Cooper and Ms. Samuels are independent under the applicable rules of the SEC and Nasdaq.
15
Currently, our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
16
nominee’s indirect and direct interests in shares of the Company’s common stock, and a completed and signed questionnaire, representation, and agreement
285 East Grand Ave., South San Francisco, CA 94080.
We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory.
17
We were party to an amended and restated voting agreement with certain holders of our common stock and convertible preferred stock until the consummation of our initial public offering in May 2018. The amended and restated voting agreement provided for certain voting rights for members of our board of directors in favor of certain holders of convertible preferred stock. This agreement terminated upon the consummation of our initial public offering.
Right of First Refusal and Co-Sale Agreement
We were party to an amended and restated right of first refusal and co-sale agreement with certain holders of our common stock and convertible preferred stock until the consummation of our initial public offering in May 2018. The amended and restated right of first refusal and co-sale agreement provided for, among other things, rights of first refusal and co-sale relating to the shares of our common stock and convertible preferred stock held by the parties thereto. This agreement terminated upon the consummation of our initial public offering.
Sales and Purchases of Securities
Series C Convertible Preferred Stock Financing
In March and April 2018, we sold and issued an aggregate of 3,913,425 shares of our Series C convertible preferred stock at $15.3317 per share for net cash proceeds to us of approximately $59.9 million.
18
The table below sets forth the aggregate number of shares of Series C convertible preferred stock sold to our directors, executive officers or owners of more than 5% of a class of our capital stock at of the time of the Series C stock financing, or an affiliate or immediate family member thereof:
Name | Number of Shares of Series C Convertible Preferred Stock | Aggregate Purchase Price ($) | ||||
Entities Associated with Baillie Gifford & Co.(1) | 326,119 | $ | 4,999,992 | |||
Entities Associated with ARCH Venture Fund VIII Overage, L.P.(2) | 195,672 | $ | 2,999,995 | |||
Entities Associated with Venrock Associates VII, L.P.(3) | 65,223 | $ | 999,999 | |||
Entities Associated with Fidelity Growth Company Commingled Pool(4) | 978,360 | $ | 14,999,992 | |||
Nathaniel E. David, Ph.D.(5) | 1,630 | $ | 24,999 | |||
Robert C. Goeltz II(6) | 1,630 | $ | 24,999 | |||
Jamie Dananberg, M.D.(7) | 1,630 | $ | 24,999 | |||
Keith R. Leonard Jr.(8) | 1,630 | $ | 24,999 | |||
Paul L. Berns(9) | 3,261 | $ | 49,997 |
In October 2017, we accepted promissory notes in the principal amounts of $1,639,038 and $499,999 from Dr. David, our Co-Founder and President, as consideration for the purchase price of 478,971 and 146,113, respectively, shares of our common stock. The promissory notes accrued interest at a rate of 1.85% per annum. Of the aggregate principal amount of $2,139,037, $1,639,038 of the promissory notes was forgiven and the remaining amount of $499,999 was repaid on April 4, 2018.
In January 2018, we accepted a promissory note in the principal amount of $188,500 from Mr. Goeltz, our Chief Financial Officer, as consideration for the purchase price of 55,084 shares of our common stock. The promissory note accrued interest at a rate of 2.5% per annum. The promissory note was repaid on April 4, 2018.
In 2015, we entered into a consulting agreement with Bradley Backes, the husband of Kristina M. Burow, one of our directors. In connection with this agreement, Dr. Backes is paid an hourly consulting fee and was granted an option to purchase up to 80,296 shares of our common stock, which was subject to vesting in three tranches. An initial tranche vested immediately upon grant, a second tranche vested in 2016, and the final tranche is subject to vesting upon the achievement of certain milestones. Dr. Backes received approximately $62,200 in cash compensation for the year ended December 31, 2017 and no cash compensation for the year ended December 31, 2018.
19
In 2016, we entered into a services agreement with Wuxi AppTec (Hong Kong) Limited, an affiliate of Wuxi PharmaTech Healthcare Fund I L.P. (“WuXi PharmaTech”), a beneficial owner of more than 5% of our outstanding capital stock. The CompanyWe incurred a total of $36,000, $0.6 million, $1.5 million, $1.8 million, $0.7 million and $0.2 million$0 in research and development expenses during the years ended December 31, 2016, 2017, 2018, 2019, and 2018,2020, and the quarter ended March 31, 2019,2021, respectively, related to this services agreement. In September 2018, we entered into a services arrangement with STA Pharmaceutical Hong Kong Limited, another affiliate of WuXi PharmaTech. We incurred a total of $0.1 million, $0.5 million, and $0.1 million in research and development expenses during the years ended December 31, 2019 and 2020 and the quarter ended March 31, 2021, respectively, in connection with this services arrangement. In November 2018, we entered into a services arrangement with WuXi Biologics (Hong Kong) Limited, another affiliate of WuXi PharmaTech. As of March 31, 2019 weWe incurred a total of $23,000$0.1 million, $0.2 million, and $0 in research and development expenses during the years ended December 31, 2019 and 2020 and the quarter ended March 31, 2021, respectively, in connection with this services arrangement.
20
In connection with our initial public offering we amended the compensation program for our non-employee directors (the “Director Compensation Program”), pursuant to whichJanuary 1, 2020, each non-employee director receives an annual retainer of $40,000,$35,000, the lead independent director receives an additional annual retainer of $25,000, the chairman receives an additional annual retainer of $35,000, and non-employee directors who serve on one or more committees are eligible to receive the following annual committee fees:
Committee (through December 31, 2018) | Chair | Other Member | ||||
Audit Committee | $ | 15,000 | $ | 7,500 | ||
Compensation Committee | 12,500 | 6,250 | ||||
Nominating and Corporate Governance Committee | 8,000 | 4,000 |
Committee | | | Chair | | | Other Member |
Audit Committee | | | $15,000 | | | $7,500 |
Compensation Committee | | | 10,000 | | | 5,000 |
Nominating and Corporate Governance Committee | | | 8,000 | | | 4,000 |
Science Committee | | | 10,000 | | | 5,000 |
Under the Director Compensation Program, each non-employee director who is elected or appointed to our Board will automatically receive an option award representing $450,000 in grant date fair valueto purchase 50,000 shares of our common stock upon the director’s initial appointment or election to our Board referred to as the Initial Grant.(the “Initial Director Grant”). In addition, each non-employee director who is serving on our Board immediately following an annual stockholder’s meeting will automatically be granted an annual option representing $225,000 in grant date fair valueto purchase 25,000 shares of our common stock on the date of such annual stockholder’s meeting referred(the “Annual Director Grant”), provided that the number of shares subject to as the Annual Grant. For the purposesDirector Grant will be prorated for any partial year of service as a non-employee director. Each option granted under the Director Compensation Program has an exercise price per share equal to the grant date fair value is determined based on a Black-Scholes pricing model using a 30-day volume weighted averageclosing trading price of our common stock.stock on the date of grant (or the immediately preceding trading day if our common stock is not traded on the date of grant). The Initial Director Grant will vest as to 1/36th36th of the underlying shares on a monthly basis over three years, subject to continued service through each applicable vesting date. The Annual Director Grant will vest in full on the earlier of the first anniversary of the grant date or immediately prior to the next annual stockholders meeting, subject to continued service through the applicable vesting date. All equity awards granted to our non-employee directors under the Director Compensation Program will vest in full immediately prior to the consummation of a change in control.
In connection
Effective January 1, 2019, the Board adopted and approved an amended and restated Director Compensation Program, pursuant to which the annual retainer was reduced from $40,000 to $35,000, a lead independent director retainer was established at $25,000, and the compensation committee chair and compensation committee member fees were reduced to $10,000 and $5,000, respectively. In addition, in the first quarter of 2019, we established a science committee and further amended the Director Compensation Program to provide that the chair of the science committee is eligible to receive an annual fee of $10,000, and each member of the science committee is eligible to receive an annual fee of $5,000.
21
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | ||||||
Paul L. Berns | 39,667 | 893,347 | 933,014 | ||||||
Kristina M. Burow | 33,221 | 518,604 | 551,825 | ||||||
Graham K. Cooper | 40,493 | 127,403 | 167,896 | ||||||
David L. Lacey, M.D. | 31,733 | 253,777 | 285,510 | ||||||
Robert T. Nelsen | 29,089 | 518,604 | 547,693 | ||||||
Margo R. Roberts, Ph.D.(3) | 3,385 | 530,126 | 533,511 | ||||||
Camille D. Samuels | 33,047 | 518,064 | 551,111 |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1)(3) | | | Total ($) |
Paul L. Berns | | | 77,500 | | | 167,085 | | | 244,585 |
Kristina M. Burow | | | 44,000 | | | 167,085 | | | 211,085 |
Graham K. Cooper | | | 55,000 | | | 167,085 | | | 222,085 |
David L. Lacey, M.D.(2) | | | 53,000 | | | 167,085 | | | 220,085 |
Robert T. Nelsen(2) | | | 35,000 | | | 167,085 | | | 202,085 |
Gilmore O’Neill, M.B.(2) | | | 2,596 | | | 474,142 | | | 476,738 |
Margo R. Roberts, Ph.D. | | | 44,000 | | | 167,085 | | | 211,085 |
Camille D. Samuels | | | 42,500 | | | 167,085 | | | 209,585 |
(1) | Amounts reflect the full grant date fair value of stock options granted during |
(2) |
(3) | At December 31, |
Name | | | Shares Subject to Outstanding Options | |
Paul L. Berns | | | 134,745 | |
Kristina M. Burow | | | 90,678 | |
Graham K. Cooper | | | 60,169 | |
David L. Lacey, M.D. | | | 81,496 | |
Robert T. Nelsen | | | 52,118 | |
Gilmore O’Neill, M.B. | | 90,000 | ||
Margo R. Roberts, Ph.D. | | | 100,661 | |
Camille D. Samuels | | | 90,678 |
22
Name | | | Age | | | Position(s) |
Executive Officers | | | | | ||
| | 57 | | | ||
| | |||||
Chief Financial Officer and Head of Corporate Development | ||||||
Jamie Dananberg, M.D. | | | | | Chief Medical Officer | |
| | | | General Counsel and Corporate Secretary |
Executive Officers
Mr. Leonard’s and
Robert C. Goeltz II
Account for over 20 years.
Daniel G. Marquess, D. Phil. has served as our Chief Scientific Officer since December 2015. Prior to that, Dr. Marquess held roles of increasing responsibility at Theravance Biopharma, Inc., a public biopharmaceutical company, from June 1998 to December 2015, including as Vice President and Head of Medicinal Chemistry, and at GlaxoSmithKline, plc, a public pharmaceutical company from 1994 to 1998, including as a research scientist. Since November 2011, he has served as pharmaceutical discovery advisor to the Wellcome Trust, the second largest biomedical charitable organization in the world. Mr. Marquess received a B.S. in Chemistry from the Queen’s University, Belfast, Northern Ireland, and a D. Phil in Organic Chemistry from the University of Oxford.
Tamara L. Tompkins,
23
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | ||||||||||||
Keith R. Leonard Jr. Chief Executive Officer | 2018 | 500,000 | 1,829,251 | 262,500 | 133,524 | (3) | 2,725,275 | |||||||||||
2017 | 485,000 | 3,188,725 | 237,650 | 115,521 | 4,026,896 | |||||||||||||
Nathaniel E. David, Ph.D. President | 2018 | 437,750 | 611,271 | 175,932 | 1,639,038 | (4) | 2,863,991 | |||||||||||
2017 | 425,000 | 1,973,679 | 169,575 | — | 2,568,254 | |||||||||||||
Jamie Dananberg, M.D. Chief Medical Officer | 2018 | 412,000 | 392,653 | 147,192 | — | 951,845 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) |
Anirvan Ghosh, Ph.D., Chief Executive Officer(3) | | | 2020 | | | 416,737 | | | 75,000(4) | | | 2,482,500 | | | 4,158,025 | | | 213,263 | | | 53,571(5) | | | 7,399,096 |
Keith R. Leonard Jr., Chairman and former Chief Executive Officer(6) | | | 2020 | | | 201,541(7) | | | — | | | — | | | 334,170(8) | | | — | | | 40,644(9) | | | 576,355 |
| 2019 | | | 550,000 | | | | | 360,000 | | | 1,900,028 | | | 306,281 | | | 154,513 | | | 3,270,822 | |||
Lynne Sullivan, Chief Financial Officer and Head of Corporate Development(10) | | | 2020 | | | 166,667 | | | — | | | 705,600 | | | 1,912,392 | | | 66,696 | | | 4,667(11) | | | 2,856,022 |
Jamie Dananberg, M.D., Chief Medical Officer | | | 2020 | | | 442,020 | | | | | 849,917 | | | 438,054 | | | 172,167 | | | 11,400(11) | | | 1,913,558 | |
| 2019 | | | 428,500 | | | — | | | 189,675 | | | 780,473 | | | 182,005 | | | 11,200 | | | 1,591,853 |
(1) | Amounts reflect the full grant date fair value of stock and option awards |
(2) | Amounts represent the annual performance-based cash incentive earned by our NEOs based on the achievement of certain corporate performance objectives and individual performance during |
(3) |
(4) | Amount represents the signing bonus paid to Dr. Ghosh in connection with his commencement of employment. |
(5) | Amount represents $27,000 for Dr. Ghosh’s housing allowance, $15,171 in reimbursement of relocation expenses and $11,400 in Company matching contributions under our 401(k) plan. |
(6) | Mr. Leonard stepped down as our Chief Executive Officer effective March 30, 2020. |
(7) | Amount includes $10,272 in accrued paid time off paid to Mr. Leonard upon termination of his service as an employee and $52,500 in director fees paid to Mr. Leonard for his service as a non-employee director from March 31, 2020 to December 31, 2020. |
(8) | Amounts |
(9) | Amount represents $22,500 for Mr. Leonard’s housing allowance, |
(10) | Ms. Sullivan was appointed our interim Chief Financial Officer effective August 1, 2020, our Chief Financial Officer effective September 1, 2020, and our Head of |
Amount represents |
24
Option Awards | Stock Awards | |||||||||||||||||||||||||||||
Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price (#) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | ||||||||||||||||||||
Keith R. Leonard Jr. | 5/2/2018 | (2) | 67,797 | 17.00 | 5/1/2028 | |||||||||||||||||||||||||
N/A | (3) | 142,102 | 3.42 | 1/28/2028 | ||||||||||||||||||||||||||
10/26/2016 | (4) | 1,384,100 | 3.39 | 1/19/2027 | ||||||||||||||||||||||||||
1/10/2016 | (5) | 4/4/2026 | 73,447 | 1,194,248 | ||||||||||||||||||||||||||
Nathaniel E. David, Ph.D. | 5/2/2018 | (2) | 47,458 | 17.00 | 5/1/2028 | |||||||||||||||||||||||||
N/A | (6) | 27,118 | 111,299 | 3.42 | 9/25/2027 | |||||||||||||||||||||||||
1/1/2018 | (7) | 359,228 | 5,841,047 | |||||||||||||||||||||||||||
N/A | (8) | 192,823 | 0.65 | 12/31/2018 | ||||||||||||||||||||||||||
N/A | (9) | 570,678 | 0.66 | 12/31/2018 | ||||||||||||||||||||||||||
Jamie Dananberg, M.D. | 5/2/2018 | (2) | 30,508 | 17.00 | 5/1/2028 | |||||||||||||||||||||||||
1/10/2016 | (5) | 1/9/2026 | 45,188 | 734,757 | ||||||||||||||||||||||||||
N/A | (10) | 1/9/2026 | 133,478 | 2,170,352 |
| | | | Option Awards | | | Stock Awards | ||||||||||||||||||||
Name | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
Anirvan Ghosh, Ph.D. | | | 3/30/2020(2) | | | | | 800,000 | | | 5.95 | | | 3/29/2030 | | | | | | | | | |||||
| 3/30/2020(3) | | | | | | | | | | | 120,000 | | | 628,800 | | | | | ||||||||
| 3/30/2020(4) | | | | | | | | | | | | | | | 150,000 | | | 786,000 | ||||||||
| 9/13/2020(2) | | | | | 250,000 | | | 2.94 | | | 9/12/2030 | | | | | | | | | |||||||
| 9/13/2020(5) | | | | | | | | | | | 300,000 | | | 1,572,000 | | | | | ||||||||
| | | | | | | | | | | | | | | | | | ||||||||||
Keith R. Leonard Jr. | | | 10/26/2016 | | | 1,364,100 | | | | | 3.39 | | | 1/19/2027 | | | | | | | | | |||||
| 6/18/2020(6) | | | 8,333 | | | 41,667 | | | 9.14 | | | 6/17/2030 | | | | | | | | | ||||||
| | | | | | | | | | | | | | | | | | ||||||||||
Lynne Sullivan | | | 8/1/2020(2)(9) | | | | | 240,000 | | | 9.96 | | | 7/31/2030 | | | | | | | | | |||||
| 9/13/2020(5) | | | | | | | | | | | 240,000 | | | 1,257,600 | | | | | ||||||||
| | | | | | | | | | | | | | | | | | ||||||||||
Jamie Dananberg, M.D. | | | 1/10/2016(7) | | | | | | | | | | | | | | | 33,370 | | | 174,859 | ||||||
| 5/2/2018(2) | | | 19,703 | | | 10,805 | | | 17.00 | | | 5/1/2028 | | | | | | | | | ||||||
| 6/20/2019(8) | | | 40,050 | | | 66,750 | | | 9.00 | | | 6/19/2029 | | | | | | | | | ||||||
| 6/20/2019(3) | | | | | | | | | | | 14,050 | | | 73,622 | | | | | ||||||||
| 3/30/2020(8) | | | 18,466 | | | 80,024 | | | 5.95 | | | 3/29/2030 | | | | | | | | | ||||||
| 3/30/2020(3) | | | | | | | | | | | 24,255 | | | 127,096 | | | | | ||||||||
| 9/13/2020(5) | | | | | | | | | | | 240,000 | | | 1,257,600 | | | | |
(1) | Based on closing price of our common stock on December 31, |
(2) | Vests as to 25% of the shares subject to the option on the first anniversary of the vesting commencement date, and as to 1/ |
(3) |
(4) | Under the original terms of the award, which were in effect as of December 31, 2020, the award would vest as to 50,000 PSUs upon the attainment of (i) |
(5) | Represents RSUs that vest as to one-third on the first anniversary of the vesting commencement date, and as to 1/8th of the shares subject to the option |
(6) | Vests as to 1/ |
(7) |
(8) | Vests as to 1/48th of the shares |
(9) |
25
26
and practices of a select group of peer companies) every year. The Compensation Committee uses the competitive market data when evaluating all aspects of executive compensation. The Compensation Committee engages Pay GovernanceAON Radford to assist with updating our compensation peer group and assessing the competitiveness of our executive compensation program.
2018
2018in connection with her commencement of employment in August 2020.
For 2018,2020, the annual cash incentive targets for Dr. Ghosh and Ms. Sullivan were prorated to reflect their partial period of employment during the year.
The actual annual cash incentives awarded to each NEO for 2018 performance areamounts set forth above in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”
Prior to our initial public offering, we maintained the 2013 Equity Incentive Plan (the “2013 Plan”), pursuant to which
NEO | | | Type | | | Grant Date | | | Number of Shares Underlying Options | | | Restricted Stock Units | | | Stock Award | | | Performance Stock Units |
Anirvan Ghosh, Ph.D. | | | New Hire | | | 3/30/2020 | | | 800,000 | | | 120,000 | | | 30,000 | | | 150,000 |
| | Retention | | | 9/13/2020 | | | 250,000 | | | 300,000 | | | — | | | — | |
Lynne Sullivan | | | New Hire | | | 8/1/2020 | | | 240,000 | | | — | | | — | | | — |
| | Retention | | | 9/13/2020 | | | — | | | 240,000 | | | — | | | — | |
Jamie Dananberg, M.D. | | | Annual | | | 3/30/2020 | | | 98,490 | | | 24,255 | | | — | | | — |
| | Retention | | | 9/13/2020 | | | — | | | 240,000 | | | — | | | — |
27
Company valuation of at least $1.0 billion; and (iii) 50% upon the achievement of a financing, a change in control transaction, or an average trading price which, in each case, correlates to a Company valuation of at least $2.5 billion, subject to continued service throughon each applicable vesting date.
In connection with our initial public offering, we adopted
In connection with our initial public offering, on May 2, 2018, we granted the following stock option awards to our NEOs under the 2018 Plan with an exercise price equal to the initial public offering price of our common stock, each of whichDr. Ghosh vest as to 25% of the shares subjecton the first anniversary of the grant date and as to the option on May 2, 2019, and 1/48th of the shares subject to the optionshare on each monthly anniversary thereafter, subject to continued service through theon each applicable vesting date:date. However, in the event of a change in control or Ms. Sullivan’s removal as the Company’s Chief Financial Officer by the Company other than for cause,
in each case, prior to the first anniversary of her employment commencement date, the option would vest as to 25% of the total number of shares and the remaining shares subject to the option would vest in accordance with the original vesting schedule, subject to her continued service. The new hire restricted stock units granted to Dr. Ghosh vest one-third on each of the first three anniversaries of the grant date, in each case, subject to continued service on each applicable vesting date, and the new hire stock award granted to Dr. Ghosh was fully vested on grant. However, in the event Dr. Ghosh’s employment was terminated for cause or he resigned for any reason prior to the first anniversary of his employment commencement date, Dr. Ghosh would have been obligated to pay to the Company an amount in cash equal to the product of 30,000 and the closing price of the Company’s common stock on the grant date, less the amount of taxes paid on issuance of the stock award. The new hire performance stock units (“PSUs”) granted to Dr. Ghosh will vest as follows: 50,000 PSUs will vest upon the attainment of (i) a volume-weighted average per share trading price of the Company’s common stock of at least $36.875 for a trailing 30-day period or (ii) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $36.875. The remaining PSUs will vest (i) at such time as the Company’s market capitalization reaches at least $2.5 billion, as measured by a trailing 30 day volume weighted average price or (ii) a change in control transaction in which the consideration paid to the Company’s stockholders is equal to at least $2.5 billion, as determined by the Board. The PSUs will expire to the extent unvested as of the tenth anniversary of the date of grant. The retention RSUs granted to each NEO vest as to one-third on the first anniversary of the grant date and as to the remaining RSUs in substantially equal quarterly installments over the next two years, subject to continued service on each applicable vesting date. In January 2021, the Board approved amending Dr. Ghosh’s new hire PSUs granted to vest as follows: 50,000 PSUs will vest upon the attainment of (a) a volume-weighted average per share closing trading price of the Company’s common stock of at least $18.00 over a trailing 30-day period or (b) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $18.00). The remaining PSUs will vest upon the attainment of (a) a volume-weighted average per share closing trading price of the Company’s common stock of at least $36.00 over a trailing 30-day period or (b) a change in control transaction in which the price per share to the holders of the Company’s common stock is at least $36.00. Mr. Leonard Effective March 30, 2020, Mr. Leonard stepped down as our Chief Executive Officer, but continued his service as Chairman of the Board. Because of the anticipated transition, Mr. Leonard did not receive an annual grant of equity awards. However, as described above under “Director Compensation”, on the date of the 2020 annual meeting of stockholders, Mr. Leonard received an option to purchase 50,000 shares of our common stock for his service as a non-employee director, which vests in equal monthly installments over the three-year period following the grant date. Between March 30, 2020, and June 30, 2020, Mr. Leonard provided transition services to us in exchange for continued vesting of his outstanding equity awards pursuant to their existing terms. Notwithstanding his continued service to the Company as Chairman, Mr. Leonard agreed to forfeit the unvested portions of his equity awards at the end of the transition services on June 30, 2020, except for the option granted to Mr. Leonard on January 20, 2017, which continued to vest in accordance with its terms based on his continued service as Chairman through October 26, 2020. | |||
Other Elements of Compensation
provideprovided a monthly allowance of $7,500 for housing in the San Francisco Bay Area, where our principal offices are located. For calendar year 2018, weWe also provided to Mr. Leonard reimbursement of commuting expenses to our principal offices and reimbursed certain taxes incurred by him in connection with our reimbursement of certain of his travel expenses.Mr. Leonard being accessiblethe applicable NEO’s relocation and/or accessibility to the business as required. Other than the housing allowance and commuting reimbursements provided to Mr. Leonard,benefits described above, we do not provide perquisites or other personal benefits to our NEOs.We entered into neweffective January 29, 2018, which superseded in their entirety their prior employment arrangements with us. The employment agreements provide for base salaries, target cash incentives, benefit plan participation, as well as certain additional benefits, as described below.Mr. Leonard’s employment agreement provides that Mr. Leonard will be provided with an allowance of $7,500 per month for housing in the San Francisco Bay Area and that for calendar year 2018, the Company will reimburse Mr. Leonard for the cost of commuting to the San Francisco Bay Area, and for federal and state taxes on such commute reimbursement payments, calculated assuming he is taxed at the highest marginal tax rate.willwould vest except as to the lesser of (i) 6/48ths of the original
28
underlying the options, and any then unvested shares willwould convert to a time-based option which willwould vest in substantially equal installments on each of the first six monthly anniversaries of the change in control, subject to Mr. Leonard’s continued service through the applicable vesting date. All equity awards granted to Mr. Leonard after the effective date of the employment agreement (including any performance awards to the extent then-unvested based on the change in control price) willwould vest as to 50% of the then-unvested shares subject thereto, and the remaining unvested shares willwould convert to a time-based equity award which willwould vest in substantially equal installments on each of the first twelve monthly anniversaries of the change in control, subject to Mr. Leonard’s continued service through the applicable vesting date.
Nathaniel E. David, Ph.D.
29
The Compensation Committee monitors our compensation programs on an annual basis and expects to make modifications as necessary to address any changes in our business or risk profile.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | ||||||
Equity Compensation Plans Approved by Stockholders(1)(2)(3) | 5,500,531 | $ | 6.75 | 3,564,044 | (4) | ||||
Equity Compensation Plans Not Approved by Stockholders(5) | 932,992 | 1.15 | — | ||||||
Total | 6,433,523 | $ | 5.94 | 3,564,044 |
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(2) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
Equity Compensation Plans Approved by Stockholders(3)(4)(5) | | | 9,224,549 | | | $7.01 | | | 4,104,734(6) |
Equity Compensation Plans Not Approved by Stockholders(7) | | | 1,240,491 | | | $5.77 | | | 1,397,000(8) |
Total | | | 10,465,040 | | | $6.88 | | | 5,501,734 |
(1) |
(2) | The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect shares that will be issued upon the vesting of outstanding RSUs, which have no price. |
(3) | Includes the 2018 Plan, the 2013 Plan, and the 2018 Employee Stock Purchase Plan (the “2018 ESPP”). |
The 2018 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance or transfer pursuant to awards under the 2018 Plan shall be increased on the first day of each year beginning in 2019 and ending in 2028, equal to the lesser of |
The 2018 ESPP contains an “evergreen” provision, pursuant to which the maximum number of shares of our common stock authorized for sale under the 2018 ESPP shall be increased on the first day of each year beginning in 2019 and ending in 2028, equal to the lesser of |
Includes |
(7) | Consists of |
(8) | Consists of shares remaining available for issuance under the |
30
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 22, 201926, 2021 are deemed to be outstanding and to be beneficially owned by the person holding the stock options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Shares of Common Stock Beneficially Owned | ||||||||||||
Name of Beneficial Owner | Common Stock | Number of Shares Exercisable Within 60 Days | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | ||||||||
5% and Greater Stockholders: | ||||||||||||
Entities Associated with ARCH Venture Partners(1) | 10,048,181 | — | 10,048,181 | 23.4 | % | |||||||
WuXi PharmaTech Healthcare Fund I LP(2) | 3,244,323 | — | 3,244,323 | 7.6 | % | |||||||
Entities Associated with Venrock(3) | 2,680,039 | — | 2,680,039 | 6.2 | % | |||||||
Entities Associated with Baillie Gifford & Co(4) | 3,803,014 | — | 3,803,014 | 8.9 | % | |||||||
Entities Associated with FMR, LLC(5) | 4,341,523 | — | 4,341,523 | 10.1 | % | |||||||
Named Executive Officers and Directors: | ||||||||||||
Keith R. Leonard Jr.(6) | 686,799 | 1,402,461 | 2,089,260 | 4.9 | % | |||||||
Nathaniel E. David, Ph.D.(7) | 2,278,656 | 39,970 | 2,318,626 | 5.4 | % | |||||||
Jamie Dananberg, M.D.(8) | 409,372 | 8,262 | 417,634 | * | ||||||||
Paul L. Berns(9) | 3,261 | 28,248 | 31,509 | * | ||||||||
Kristina M. Burow(10) | 112,994 | 13,559 | 126,553 | * | ||||||||
Graham K. Cooper(11) | 84,745 | 10,169 | 94,914 | * | ||||||||
David L. Lacey(12) | — | 84,745 | 84,745 | * | ||||||||
Robert T. Nelsen(13) | 10,048,181 | 13,559 | 10,061,740 | 23.5 | % | |||||||
Margo R. Roberts, Ph.D.(14) | — | 8,443 | 8,443 | * | ||||||||
Camille D. Samuels(15) | 10,169 | 13,559 | 23,728 | * | ||||||||
All directors and executive officers as a group (13 persons)(16) | 14,069,219 | 1,920,924 | 15,990,143 | 37.3 | % |
| | Shares of Common Stock Beneficially Owned | ||||||||||
Name of Beneficial Owner | | | Common Stock | | | Number of Shares Exercisable Within 60 Days | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned |
5% and Greater Stockholders: | | | | | | | | | ||||
Entities Associated with ARCH Venture Partners(1) | | | 10,048,181 | | | — | | | 10,048,181 | | | 18.3% |
Entities Associated with Venrock(2) | | | 2,680,039 | | | — | | | 2,680,039 | | | 4.9% |
Entities Associated with Baillie Gifford & Co(3) | | | 3,803,014 | | | — | | | 3,803,014 | | | 6.9% |
Entities Associated with FMR, LLC(4) | | | 4,583,617 | | | — | | | 4,583,617 | | | 8.4% |
BlackRock, Inc.(5) | | | 2,881,653 | | | — | | | 2,881,653 | | | 5.3% |
Named Executive Officers and Directors: | | | | | | | | | ||||
Keith R. Leonard Jr.(6) | | | 215,422 | | | 1,380,766 | | | 1,596,188 | | | 2.9% |
Nathaniel E. David, Ph.D.(7) | | | 586,398 | | | 6,944 | | | 593,342 | | | 1.1% |
Lynne Sullivan | | | — | | | — | | | — | | | * |
Jamie Dananberg, M.D.(8) | | | 419,170 | | | 112,667 | | | 531,837 | | | * |
Paul L. Berns(9) | | | 3,261 | | | 134,745 | | | 138,006 | | | * |
Kristina M. Burow(10) | | | 112,994 | | | 90,678 | | | 203,672 | | | * |
Graham K. Cooper(11) | | | 84,745 | | | 60,169 | | | 144,914 | | | * |
Anirvan Ghosh, Ph.D.(12) | | | 70,000 | | | 233,333 | | | 303,333 | | | * |
Gilmore O’Neill, M.B.(13) | | | — | | | 25,833 | | | 25,833 | | | * |
Margo R. Roberts, Ph.D.(14) | | | — | | | 92,217 | | | 92,217 | | | * |
Camille D. Samuels(15) | | | 10,169 | | | 90,678 | | | 100,847 | | | * |
All directors and executive officers as a group (12 persons)(16) | | | 1,502,159 | | | 2,228,030 | | | 3,730,189 | | | 6.8% |
* | Indicates beneficial ownership of less than 1% of the total outstanding common stock. |
31
(1) | As reported on a Schedule |
(2) |
As reported on Schedule |
As reported on a Schedule 13G/A filed with the SEC on February 8, |
(5) | As reported on Schedule 13G filed with the SEC on February 2, 2021, consists of 2,881,653 shares of common stock held by BlackRock, Inc. |
(6) | Consists of (i) |
(7) | Consists of (i) |
(8) | Consists of (i) |
(9) | Consists of (i) 3,261 shares of common stock, and (ii) |
(10) | Consists of (i) 79,096 shares of common stock held by Backes & Burow 2012 Revocable Trust, (ii) 33,898 shares of common stock held by Ms. Burow’s spouse, and (iii) |
(11) | Consists of (i) 84,745 shares of common stock, and (ii) |
(12) | Consists of |
32
(13) | Consists of |
(14) | Consists of |
(15) | Consists of (i) 10,169 shares of common stock, and (ii) |
(16) | Consists of (i) the shares described in notes 6 through 15 above, (ii) |
33
| | By Order of the Board of Directors | |
| | ||
| | /s/ | |
| | ||
| |
April 26, 2019
34