☑
Allan L. Goldstein, Ph.D.
Chairman and Chief Scientific Officer
August 30, 2019
by visiting
www.virtualshareholdermeeting.com/RGNX2021.2021.
You may also vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted at
www.virtualshareholdermeeting.com/RGNX2021./s/ Allan L. Goldstein, Ph.D. Allan L. Goldstein, Ph.D. Chairman of the Board |
RegeneRx Biopharmaceuticals, Inc. | 15245 Shady Grove Road, Suite 470, Rockville, MD 20850
PHONE 301.208.9191 | FAX 301.208.9194 | WEB www.regenerx.com
Wednesday, November 10, 2021
August 30, 2019
October 18, 2021
NOVEMBER 10, 2021:
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Summary Compensation Table | | | | | 23 | | ||
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Director Compensation Table for Fiscal | | | | | 25 | | ||
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HOUSEHOLDING OF PROXY MATERIALS | | | | | 30 | | ||
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ANNEX A | | | | | | | |
personvia the Internet at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy form.
Directors are elected by a plurality of the votes of the holders of shares present virtually in person or represented by proxy and entitled to vote on the election of directors. The six nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the fivesix nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares may be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
October 1, 2021.
Name | Age | Principal Occupation/Position Held | Director since | |||
Allan L. Goldstein | 81 | Former Chairman, Department of Biochemistry and Molecular Medicine, The George Washington University School of Medicine and Health Sciences; Founder, Chairman of the Board and Chief Scientific Advisor of the Company | 1982 | |||
J.J. Finkelstein | 67 | President and Chief Executive Officer of the Company | 2002 | |||
Joseph C. McNay | 85 | Chairman, Chief Investment Officer and Managing Principal, Essex Investment Management Company | 1987 | |||
Mauro Bove | 64 | Business Development consultant to emerging pharmaceutical companies in Asia, including Lee’s Pharmaceuticals | 2004 | |||
R. Don Elsey | 66 | CFO of Lyra Therapeutics, a private therapeutic company | 2010 | |||
Alessandro Noseda | 61 | CSO of Leadiant Biosciences S.p.A. | 2019 |
Name | | | Age | | | Principal Occupation/Position Held | | | Director since | |
Allan L. Goldstein | | | 83 | | | Emeritus Professor & Former Chairman, Department of Biochemistry and Molecular Medicine, The George Washington University School of Medicine and Health Sciences; Founder, Chairman of the Board and Chief Scientific Advisor of the Company | | | 1982 | |
J.J. Finkelstein | | | 69 | | | President and Chief Executive Officer of the Company | | | 2002 | |
Joseph C. McNay | | | 87 | | | Chairman, Chief Investment Officer and Senior Portfolio Manager, Essex Investment Management Company | | | 1987 | |
Mauro Bove | | | 66 | | | SVP Corporate & Business Development, Zhaoke Ophthamology Ltd. | | | 2004 | |
R. Don Elsey | | | 68 | | | Advisor to the CEO of Lyra Therapeutics, a private therapeutic company | | | 2010 | |
Alessandro Noseda | | | 63 | | | CSO of Leadiant Biosciences S.p.A. | | | 2019 | |
Mr. Finkelstein has served as our President and Chief Executive Officer and a member of our Board of Directors since 2002. Mr. Finkelstein also served as our Chief Executive Officer from 1984 to 1989 and as the Vice Chairman of our Board of Directors from 1989 to 1991. Mr. Finkelstein has worked as an executive officer and consultant in the bioscience industry for the past 37 years, including serving from 1989 to 1996 as chief executive officer of Cryomedical Sciences, Inc., a publicly-traded medical device company. Mr. Finkelstein has significant experience in developing early-stage companies. He has been responsible for the regulatory approval and marketing of several medical devices in the U.S. and abroad. Mr. Finkelstein has previously served on the executive committee of the Board of Directors of the Technology Council of Maryland and MdBio, Inc. and was formerly the chair of MdBio Foundation, all of which are non-profit entities that support bioscience development and education in the State of Maryland. Mr. Finkelstein received a business degree in finance from the University of Texas. The Board believes that Mr. Finkelstein’s history and long tenure as our Chief Executive Officer positions him to contribute to the Board his extensive knowledge of our company and to provide Board continuity. In addition, the Board believes that his experience at prior companies has provided him with operational and industry expertise, as well as leadership skills that are important to the Board.
Mr. McNayhas served as a member of our Board of Directors since 2002. He is currently Chairman, Chief Investment Officer and Managing Principal of Essex Investment Management Company, LLC, positions he has held since 1976 when he founded Essex. He has direct portfolio management responsibilities for a variety of funds and on behalf of private clients. He is also a member of the firm’s Management Board. Prior to founding Essex, Mr. McNay was Executive Vice President and Director of Endowment Management & Research Corp. from 1967. Prior to that, Mr. McNay was Vice President and Senior Portfolio Manager at the Massachusetts Company. Currently he is serving as Trustee of the Dana Farber Cancer Institute, member of the Children’s Hospital Investment Committee and is on the Board of Brigham & Women’s Hospital. He received his A.B. degree from Yale University and his M.B.A. degree in finance from the Wharton School of the University of Pennsylvania. The Board believes that Mr. McNay’s extensive financial experience is valuable to our business and also positions him to contribute to the audit committee’s understanding of financial matters.
Mr. Bovehas served as a member of our Board of Directors since 2004 and has more than 30 years of business and management experience within the pharmaceutical industry. Mr. Bove is currently based in Hong Kong and in Europe, serving as a consultant to emerging pharmaceutical companies worldwide. Previously, Mr. Bove led for more than 20 years the Corporate & Business Development of Sigma-Tau Finanziaria S.p.A., formerly the holding company of Sigma-Tau Group, a leading international pharmaceutical company (Sigma-Tau Finanziaria S.p.A. - now Essetifin S.p.a. - and its affiliates are collectively our largest stockholder). Mr. Bove, who resigned this role with Sigma-Tau on March 31, 2014, has also held a number of senior positions in business, licensing and corporate development within Sigma-Tau Group. Mr. Bove obtained his law degree at the University of Parma, Italy, in 1980. In 1985, he attended the Academy of American and International Laws at the International and Comparative Law Center, Dallas, Texas. The Board believes that Mr. Bove’s extensive business and management experience within the pharmaceutical industry allows him to recognize and advise the Board with respect to recent industry developments.
Mr. Elsey
has served as a member of our Board of Directors since September 2010. Currently Mr. Elsey serves asName | Audit | Compensation | ||||||
R. Don Elsey | X | X | * | |||||
Joseph McNay | X | * | X | |||||
Mauro Bove | X | |||||||
Alessandro Noseda | X | |||||||
Total meetings in fiscal 2018 | 4 | 1 |
Name | | | Audit | | | Compensation | | ||||||
R. Don Elsey | | | | | X | | | | | | X* | | |
Joseph McNay | | | | | X* | | | | | | X | | |
Mauro Bove | | | | | | | | | | | X | | |
Alessandro Noseda | | | | | | | | | | | X | | |
Total meetings in fiscal 2020 | | | | | 4 | | | | | | 1 | | |
Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first half of the year.
By
Other Plans
Although at present we have no definitive plans to issue any additional shares of capital stock, we desire to have more shares available to provide additional flexibility to use our capital stock for business and financial purposes in the future. The additional shares may be used for various purposes without further stockholder approval. Other purposes of future issuances of capital stock may include raising capital, establishing strategic relationships or making acquisitions.
Interests of our Executive Officers and Directors in the Authorized Share Increase
2018 | 2017 | |||||||
Audit fees | $ | 73,000 | $ | 84,000 | ||||
Tax fees(1) | $ | 23,000 | $ | 55,000 | ||||
Total Fees | $ | 96,000 | $ | 137,000 |
(1) Tax fees include the preparation of our corporate federal and state income tax returns. |
Beneficial Ownership(1) | ||||||||
Beneficial Owner | Number of Shares | Percent of Total | ||||||
5% Stockholders: | ||||||||
Entities affiliated previously affiliated with Essetifin S.p.A., Via Sudafrica, 20, Rome, Italy 00144 | 49,572,413 | (2) | 33.9 | % | ||||
GtreeBNT Co., Ltd. 22nd FL, Parkview Tower, 248 Jungjail-ro, Bundang- gu, Seongnam-si, Gyeonggi-do 463-863, Republic of Korea | 19,583,333 | (3) | 14.9 | % | ||||
Named Executive Officers and Directors: | ||||||||
J.J. Finkelstein | 3,602,574 | (4) | 2.7 | % | ||||
Allan L. Goldstein | 3,025,710 | (5) | 2.3 | % | ||||
Joseph C. McNay | 7,564,955 | (6) | 5.7 | % | ||||
Mauro Bove | 839,583 | (7) | * | |||||
R. Don Elsey | 853,623 | (8) | * | |||||
Alessandro Noseda | 50,000 | (9) | * | |||||
All directors and executive officers as a group (6 persons) | 15,936,445 | (10) | 11.6 | % |
| | | Beneficial Ownership(1) | | ||||||||||||
Beneficial Owner | | | Number of Shares | | | | | | Percent of Total | | ||||||
5% Stockholders: | | | | | | | | | | | | | | | | |
Entities affiliated previously affiliated with Essetifin S.p.A., Via Sudafrica, 20, Rome, Italy 00144 | | | | | 55,271,189(2) | | | | | | | | | 34.5% | | |
GtreeBNT Co., Ltd. 22nd FL, Parkview Tower, 248 Jungjail-ro, Bundang-gu, Seongnam-si, Gyeonggi-do 463-863, Republic of Korea | | | | | 19,583,333(3) | | | | | | | | | 13.6% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | | | | |
J.J. Finkelstein | | | | | 4,226,295(4) | | | | | | | | | 2.9% | | |
Allan L. Goldstein | | | | | 3,400,069(5) | | | | | | | | | 2.3% | | |
Joseph C. McNay | | | | | 7,898,705(6) | | | | | | | | | 5.5% | | |
Mauro Bove | | | | | 1,129,554(7) | | | | | | | | | * | |
R. Don Elsey | | | | 1,187,372 | | | | | | | | | * | | | |
Alessandro Noseda | | | | | 310,000(9) | | | | | | | | | * | | |
All directors and | | | | | 18,151,996(10) | | | | | | | | | 12.5% | | |
Name and Principal | Salary(1) | Bonus | Option Awards(2) | All Other Compensation(3) | Total | |||||||||||||||||
Position | Year | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||
J.J. Finkelstein, President and | 2018 | 102,399 | — | 38,809 | 3,360 | 144,568 | ||||||||||||||||
Chief Executive Officer | 2017 | 150,000 | — | 30,973 | 3,360 | 184.333 |
Name and Principal Position | | | Year | | | Salary(1) ($) | | | Bonus ($) | | | Option Awards(2) ($) | | | All Other Compensation(3) ($) | | | Total ($) | | ||||||||||||||||||
J.J. Finkelstein, President and | | | | | 2020 | | | | | | 80,018 | | | | | | — | | | | | | 95,606 | | | | | | 3,360 | | | | | | 178,984 | | |
Chief Executive Officer | | | | | 2019 | | | | | | 81,528 | | | | | | — | | | | | | 103,523 | | | | | | 3,360 | | | | | | 188,411 | | |
Outstanding Equity Awards at December 31, 2018
2020
Number of Shares Underlying Unexercised Options (#) | Number of Shares Underlying Unexercised Options (#) | Option Exercise Price | Option | |||||||||||||||
Name | Exercisable | Unexercisable | ($) | Expiration Date | Note | |||||||||||||
Mr. Finkelstein | 114,748 | — | 0.57 | 4/10/2019 | ||||||||||||||
150,000 | 50,000 | 0.64 | 3/17/2023 | (1 | ) | |||||||||||||
62,500 | 187,500 | 0.21 | 7/16/2028 | (2 | ) | |||||||||||||
500,000 | — | 0.14 | 1/24/2019 | |||||||||||||||
35,000 | — | 0.16 | 4/4/2019 | |||||||||||||||
500,000 | — | 0.21 | 3/25/2021 | |||||||||||||||
500,000 | — | 0.36 | 6/30/2022 | |||||||||||||||
75,000 | 75,000 | 0.28 | 9/1/2027 | (2 | ) |
Name | | | Number of Shares Underlying Unexercised Options (#) Exercisable | | | Number of Shares Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Note | | ||||||||||||
Mr. Finkelstein | | | | | 125,000 | | | | | | 375,000 | | | | | | 0.30 | | | | | | 6/10/2030 | | | | (1) | |
| | | | | 325,000 | | | | | | 325,000 | | | | | | 0.21 | | | | | | 5/15/2029 | | | | (1) | |
| | | | | 200,000 | | | | | | — | | | | | | 0.64 | | | | | | 3/17/2023 | | | | | |
| | | | | 187,500 | | | | | | 62,500 | | | | | | 0.21 | | | | | | 7/16/2028 | | | | (1) | |
| | | | | 500,000 | | | | | | — | | | | | | 0.21 | | | | | | 3/25/2021 | | | | | |
| | | | | 500,000 | | | | | | — | | | | | | 0.36 | | | | | | 6/30/2022 | | | | | |
| | | | | 150,000 | | | | | | — | | | | | | 0.28 | | | | | | 9/1/2027 | | | | (1) | |
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise equity price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders | 9,044,825 | 0.28 | 3,395,000 | |||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 9,044,825 | 0.28 | 3,395,000 |
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 security holders | | | | | 11,951,250 | | | | | $ | 0.28 | | | | | | 4,148,966 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 11,951,250 | | | | | $ | 0.28 | | | | | | 4,148,966 | | |
2019, as our non-employee directors agreed to forgo cash compensation in return for stock options to compensate them for their time and service, as described below.
2019.
Director Compensation for Fiscal 2018
Fees Earned | ||||||||||||||||
or Paid | Option | All Other | ||||||||||||||
in Cash | Awards | Compensation | Total | |||||||||||||
Name | ($)(1) | ($) | ($) | ($) | ||||||||||||
Allan Goldstein, Ph.D. | — | 38,809 | 90,000 | (2) | 128,809 | |||||||||||
R. Don Elsey | — | 31,047 | — | 31,047 | ||||||||||||
Joseph McNay | — | 31,047 | — | 31,047 | ||||||||||||
Mauro Bove | — | 31,047 | — | 31,047 |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Allan Goldstein, Ph.D. | | | | | — | | | | | | 76,785 | | | | | | 90,000(2) | | | | | | 166,785 | | |
R. Don Elsey | | | | | — | | | | | | 47,803 | | | | | | — | | | | | | 47,803 | | |
Alessandro Noseda | | | | | — | | | | | | 38,424 | | | | | | — | | | | | | 38,424 | | |
Joseph McNay | | | | | — | | | | | | 47,803 | | | | | | — | | | | | | 47,803 | | |
Mauro Bove | | | | | — | | | | | | 38,424 | | | | | | — | | | | | | 38,424 | | |
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Allan Goldstein, Ph.D. | | | | 2,110,000 | | | ||
| R. Don Elsey | | | | 1,245,000 | | | |
| Alessandro Noseda | | | | | 400,000 | | |
| Joseph McNay | | | | 1,245,000 | | | |
| Mauro Bove | | | | 1,175,000 | | |
Related Party Transactions
Investor | | | Note Principal | | |||
Essetifin S.p.A. | | | | $ | 400,000 | | |
J.J. Finkelstein | | | | $ | 10,000 | | |
Mauro Bove | | | | $ | 10,000 | | |
Allan L. Goldstein | | | | $ | 5,000 | | |
Investor | | | Note Principal | | |||
Essetifin S.p.A. | | | | $ | 1,000,000 | | |
Joseph C. McNay | | | | $ | 25,000 | | |
J.J. Finkelstein | | | | $ | 25,000 | | |
Mauro Bove | | | | $ | 10,000 | | |
Allan L. Goldstein | | | | $ | 5,000 | | |
R. Don Elsey | | | | $ | 5,000 | | |
October 2017. ReGenTree initiated a third Phase 3 trial (ARISE-3), and the first patient was enrolled in the second quarter of 2019 and enrollment was completed in the spring of 2020.
| | | | | | | By Order of the Board of Directors | |
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| | | | | | | /s/ Allan L. Goldstein, Ph.D. | |
| | | | | | | Allan L. Goldstein, Ph.D. | |
| | | | | | | Chairman of the Board | |
August 30, 2019
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Form 10-K are available at www.proxyvote.comREGENERX BIOPHARMACEUTICALS, INC. Annual Meeting of Shareholders September 27, 2019 11:00 AM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) J.J. Finkelstein, as proxy, with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of REGENERX BIOPHARMACEUTICALS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of shareholder(s) to be held at 11:00 AM, EDT on September 27, 2019 at the 15245 Shady Grove Road Rockville, MD 20850, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Address change/comments:0000428089_2 R1.0.1.18(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side
| | | | RegeneRx Biopharmaceuticals, Inc. | | |||
| | | ||||||
| By: | |||||||
| | J.J. Finkelstein, President | |