TRANSACTIONS WITH RELATED PERSONS Related Party Transaction
In November 2021 CymaBay conducted a public offering of its common stock and
Mr. Rosemark.22
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Summary Compensation Table
The following table shows information regarding the compensation earned during the fiscal years ending December 31, 2015 and 2014, by (i) our Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) our Senior Vice President and Chief Scientific Officer, eachpre-funded warrants in which it raised $75.0 million in gross proceeds. In this offering Avoro Capital Advisors LLC, a holder of whom were serving as executive officers in 2015. The officers listed below are collectively referred to herein as the “Named Executive Officers.”
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Name | | Fiscal Year | | | Salary ($) | | | Bonus ($) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | |
Harold Van Wart, | | | 2015 | | | | 515,000 | | | | 51,500 | | | | 1,239,948 | | | | 12,700 | (3) | | | 1,819,148 | |
President and Chief Executive Officer | | | 2014 | | | | 500,000 | | | | 300,000 | | | | 529,315 | | | | 12,397 | (4) | | | 1,341,712 | |
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Sujal Shah | | | 2015 | | | | 339,000 | | | | 59,325 | | | | 688,860 | | | | 20,266 | (5) | | | 1,107,451 | |
Chief Financial Officer | | | 2014 | | | | 330,000 | | | | 150,000 | | | | 234,391 | | | | 10,824 | (6) | | | 725,215 | |
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Charles A. McWherter,(2) | | | 2015 | | | | 353,290 | | | | 61,825 | | | | 688,860 | | | | 20,266 | (7) | | | 1,124,241 | |
Senior Vice President and Chief Scientific Officer | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | These amounts are not cash compensation, but represent the aggregate fair value of the stock option grants received by our Named Executive Officers. The options granted in 2014 were from the 2013 Equity Incentive Plan, 1/3 of which are vested and immediately exercisable upon the date of grant and the remainder which vest in equal monthly installments over forty-eight months from the date of grant, subject to the optionee’s continued employment or services with CymaBay. The options granted in 2015 were from the 2013 Equity Incentive Plan, 1/4 of which are vested upon the one year anniversary of the date of grant and the remainder vest in equal monthly installments over the following thirty-six months, subject to the optionee’s continued employment or service with CymaBay. The options issued under the 2013 Equity Incentive Plan generally have a maximum term of 10 years, subject to earlier termination in certain situations related to cessation of employment or services. The aggregate fair value is computed in accordance with FASB ASC Topic 718. See Note 10 to our financial statements in our annual report on Form 10-K as filed on March 29, 2016, regarding assumptions underlying valuation of equity awards. |
(2) | Dr. McWherter was not a “named executive officer” in last year’s proxy statement and, accordingly, his compensation for 2014 is not reported in accordance with SEC rules. |
(3) | Represents $10,889 of health insurance premiums, $544 of group term life insurance premiums, $1,156 of accidental death and dismemberment insurance premiums, and $111 of disability insurance premiums, in each case paid by Cymabay in 2015. |
(4) | Represents $11,191 of health insurance premiums, $648 of group term life insurance premiums, $414 of accidental death and dismemberment insurance premiums, and $144 of disability insurance premiums, in each case paid by CymaBay in 2014. |
(5) | Represents $18,394 of health insurance premiums, $544 of group term life insurance premiums, $1,156 of accidental death and dismemberment insurance premiums, and $171 of disability insurance premiums, in each case paid by CymaBay in 2015. |
(6) | Represents $9,672 of health insurance premiums, $594 of group term life insurance premiums, $414 of accidental death and dismemberment insurance premiums, and $144 of disability insurance premiums, in each case paid by CymaBay in 2014. |
(7) | Represents $18,394 of health insurance premiums, $544 of group term life insurance premiums, $1,156 of accidental death and dismemberment insurance premiums, and $171 of disability insurance premiums, in each case paid by CymaBay in 2015. |
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Outstanding Equity Awards at Fiscal Year-End
The following table presents the outstanding equity awards held by each of the Named Executive Officers as of December 31, 2015.
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| | Option Awards | |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | |
Harold Van Wart, Ph.D. | | | 30,574 | | | | 0 | | | | 5.00 | | | | 12/22/2023 | |
| | | 4,310 | (1) | | | 92 | | | | 4.77 | | | | 01/24/2022 | |
| | | 144,253 | (2) | | | 63,471 | | | | 5.00 | | | | 10/30/2023 | |
| | | 92,231 | (2) | | | 49,059 | | | | 5.00 | | | | 1/5/2024 | |
| | | 0 | (3) | | | 180,000 | | | | 10.00 | | | | 1/6/2025 | |
| | | 47,999 | (4) | | | 47,998 | | | | 5.00 | | | | 12/22/2023 | |
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Sujal Shah | | | 62,071 | (2) | | | 31,035 | | | | 5.00 | | | | 12/22/2023 | |
| | | 40,842 | (2) | | | 21,724 | | | | 5.00 | | | | 1/5/2024 | |
| | | 0 | (3) | | | 100,000 | | | | 10.00 | | | | 1/6/2025 | |
| | | 19,459 | (4) | | | 19,458 | | | | 5.00 | | | | 12/22/2023 | |
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Charles A. McWherter, Ph.D. | | | 7,546 | | | | 0 | | | | 5.00 | | | | 12/22/2023 | |
| | | 2,463 | (1) | | | 52 | | | | 4.77 | | | | 1/24/2022 | |
| | | 43,354 | (2) | | | 19,076 | | | | 5.00 | | | | 10/30/2023 | |
| | | 33,975 | (2) | | | 18,071 | | | | 5.00 | | | | 1/5/2024 | |
| | | 0 | (3) | | | 100,000 | | | | 10.00 | | | | 1/6/2025 | |
| | | 15,567 | (4) | | | 15,567 | | | | 5.00 | | | | 12/22/2023 | |
(1) | These options were granted from the 2003 Equity Incentive Plan and vest and are exercisable in equal monthly installments over forty-eight (48) months from the grant date and are fully vested within four years from the grant date subject to the optionee’s continued employment or service with CymaBay. The options generally have a maximum term of 10 years, subject to earlier termination in certain situations related to cessation of employment or service. |
(2) | These options were granted from the 2013 Equity Incentive Plan and 1/3 of the shares underlying these options are fully vested on the date of grant and the remainder vest in equal monthly installments over the following forty-eight (48) months and are fully vested within four years from the grant date subject to the optionee’s continued employment or service with CymaBay. The options generally have a maximum term of 10 years, subject to earlier termination in certain situations related to cessation of employment or service. |
(3) | These options were granted from the 2013 Equity Incentive Plan and 1/4 of the shares underlying these options are fully vested upon the one year anniversary of the date of grant and the remainder vest in equal monthly installments over the following thirty-six (36) months and are fully vested within four years from the grant date subject to the optionee’s continued employment or service with CymaBay. The options generally have a maximum term of 10 years, subject to earlier termination in certain situations related to cessation of employment or service. |
(4) | These incentive awards were issued from our 2013 Equity Incentive Plan and may be settled at the sole discretion of CymaBay, by either (1) the holder’s purchase of the number of shares of our common stock at the exercise price per share on the date of grant or (2) the holder’s receipt of a cash payment equal to the excess of the fair market value of one share of our common stock on the date of exercise over the exercise price per share on the date of grant, multiplied by the portion of the award being exercised. 1/48 of the shares subject to the incentive award vest and are exercisable each month as measured from the date of grant, subject to the holder’s continuous service as of such date; provided, however, 100% of the shares subject to the incentive awards shall accelerate and be fully exercisable immediately prior to the consummation of any change of control. |
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Employment Contracts and Termination of Employment and Change of Control Arrangements
Chief Executive Officer
CymaBay entered into an employment letter agreement with Dr. Harold Van Wart on November 21, 2013. Dr. Van Wart serves as Chief Executive Officer of CymaBay.
Base Salary, Bonus, Benefits: Pursuant to the terms of his employment agreement, Dr. Van Wart earns an annual base salary of $500,000, which was subsequently increased to $520,150 in January 2016. In addition, Dr. Van Wart is eligible to receive a bonus of up to 50% of his base salary pursuant to his participation in CymaBay’s annual bonus program. The actual amount of Dr. Van Wart’s bonus will be determined by the Board of Directors in its sole discretion based upon its evaluation of Dr. Van Wart’s performance, CymaBay’s performance and other considerations it deems relevant.
Stock Option Grant: Pursuant to the terms of his employment agreement, Dr. Van Wart was granted stock options to purchase 349,014 sharesgreater than 5% of CymaBay’s common stock, and an incentive awardpurchased pre-funded warrants to purchase 95,9972,500,000 shares of CymaBay’s common stock. 1/3 of the shares subject to Dr. Van Wart’s stock option were vested at the time of grant, with the remaining shares vesting in 48 equal monthly installments subject to Dr. Van Wart’s continuous service with CymaBay.
Termination: Pursuant to the terms of his employment agreement, Dr. Van Wart entered into an at-will employment relationship with CymaBay. Either Dr. Van Wart or CymaBay may terminate the employment relationship at any time, with or without cause and with or without advance notice. If CymaBay terminates Dr. Van Wart without cause and other than as a result of his death or disability, or if Dr. Van Wart resigns for good reason, Dr. Van Wart will be eligible to receive 12 months of his current base salary. In addition, Dr. Van Wart is eligible to receive his annual bonus amount as if all his performance targets have been satisfied. Base salary and bonus severance will be paid in equal installments during the 12 month period following his termination date; provided, however, that no payments will be made to Dr. Van Wart prior to the 60th day following his termination. On the first payroll date following the 60th day following Dr. Van Wart’s termination, CymaBay will pay Dr. Van Wart the severance amounts that he would have received on or prior to such date in a lump sum. Such severance amounts will be reduced by any employment or consulting arrangements obtained by Dr. Van Wart following his termination. Additionally, if Dr. Van Wart elects to continue his group health benefits under COBRA, CymaBay will pay his premiums for COBRA coverage until the earlier of (i) the 12 months following his termination date; (ii) when Dr. Van Wart attains full-time employment or (iii) when Dr. Van Wart ceases to be eligible for COBRA. Upon termination, the vesting of Dr. Van Wart’s stock options will be accelerated as to the number of shares that would have vested if Dr. Van Wart had been in service for an additional 12 months following his termination date. Dr. Van Wart’s benefits are conditioned on his signing a general release of claims against CymaBay and allowing the release to become effective within 60 days after his termination date.
Termination for Cause, Death or Disability and Resignation for Good Reason: If Dr. Van Wart’s employment is terminated for cause or because of death or disability or in the event Dr. Van Wart resigns without good reason, he will receive only the payment of his accrued salary and vacation and such other benefits as expressly required in such event by applicable law or the terms of any applicable benefit plans and the vesting of his stock awards will cease on his termination date.
Change in Control: At the close of a change in control, Dr. Van Wart’s outstanding stock options will become vested and exercisable with respect to 50% of his then-unvested shares of CymaBay’s common stock.
If on or within 12 months following a change in control, CymaBay or a successor corporation terminates Dr. Van Wart’s employment without cause and other than as a result of his death or disability, or if Dr. Van Wart resigns for good reason, Dr. Van Wart will be eligible to receive 18 months of his current base salary. Such severance amounts will be reduced by any employment or consulting arrangements obtained by Dr. Van Wart
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following his termination. If Dr. Van Wart elects to continue his group health benefits under COBRA, CymaBay will pay his premiums for COBRA coverage until the earlier of (i) the 18 months following his termination date; (ii) when Dr. Van Wart attains full-time employment or (iii) when Dr. Van Wart ceases to be eligible for COBRA. In addition, Dr. Van Wart is eligible to receive 150% of his annual bonus amount. Upon termination, Dr. Van Wart’s outstanding stock options will become fully vested and exercisable with respect to the remaining 50% of his then-unvested shares of CymaBay’s common stock. Dr. Van Wart’s benefits are conditioned on his signing and making effective a general release of claims against CymaBay on or after his termination date.
Chief Financial Officer
CymaBay entered into an employment letter agreement with Mr. Sujal Shah on December 6, 2013. Mr. Shah serves as Chief Financial Officer of CymaBay.
Base Salary, Bonus, Benefits: Pursuant to the terms of his employment agreement, Mr. Shah earns an annual base salary of $330,000, which was subsequently amended to $345,780 in January 2016. In addition, Mr. Shah is eligible to receive a bonus of up to 35% of his base salary pursuant to his participation in CymaBay’s annual bonus program. The actual amount of Mr. Shah’s bonus will be determined by the Board of Directors in its sole discretion based upon its evaluation of Mr. Shah’s performance, CymaBay’s performance and other considerations it deems relevant.
Stock Option Grant: Pursuant to the terms of his employment agreement, Mr. Shah was granted stock options to purchase 155,672 shares of CymaBay’s common stock for $10.0 million.
Related-Person Transactions Policy and
an incentive award to purchase 38,917 shares of CymaBay’s common stock. 1/3 of the shares subject to Mr. Shah’s stock option were vested at the time of grant, with the remaining shares vesting in 48 equal monthly installments subject to Mr. Shah’s continuous service with CymaBay.Termination: Pursuant to the terms of his employment agreement, Mr. Shah entered into an at-will employment relationship with CymaBay. Either Mr. Shah or CymaBay may terminate the employment relationship at any time, with or without cause and with or without advance notice. If CymaBay terminates Mr. Shah without cause and other than as a result of his death or disability, or if Mr. Shah resigns for good reason, Mr. Shah will be eligible to receive 12 months of his current base salary. In addition, Mr. Shah is eligible to receive his annual bonus amount as if all his performance targets have been satisfied, pro-rated for the number of months that have elapsed in the year in which his employment terminates, but in no event will Mr. Shah be paid a bonus pro-rated for less than 9 months. Base salary and bonus severance will be paid in equal installments during the 12 month period following his termination date; provided, however, that no payments will be made to Mr. Shah prior to the 60th day following his termination. On the first payroll date following the 60th day following Mr. Shah’s termination, CymaBay will pay Mr. Shah the severance amounts that he would have received on or prior to such date in a lump sum. Such severance amounts will be reduced by any employment or consulting arrangements obtained by Mr. Shah following his termination. Additionally, if Mr. Shah elects to continue his group health benefits under COBRA, CymaBay will pay his premiums for COBRA coverage until the earlier of (i) the 12 months following his termination date; (ii) when Mr. Shah attains full-time employment; or (iii) when Mr. Shah ceases to be eligible for COBRA. Upon termination, the vesting of Mr. Shah’s stock options will be accelerated as to the number of shares that would have vested if Mr. Shah had been in service for an additional 12 months following his termination date. Mr. Shah’s benefits are conditioned on his signing a general release of claims against CymaBay and allowing the release to become effective within 60 days after his termination date.
Termination for Cause, Death or Disability and Resignation for Good Reason: If Mr. Shah’s employment is terminated for cause or because of death or disability or in the event Mr. Shah resigns without good reason, he will receive only the payment of his accrued salary and vacation and such other benefits as expressly required in such event by applicable law or the terms of any applicable benefit plans and the vesting of his stock awards will cease on his termination date.
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Change in Control: At the close of a change in control, provided Mr. Shah was continuously employed by CymaBay for the one year following the execution of his employment agreement, Mr. Shah’s outstanding stock options will become vested and exercisable with respect to 50% of his then-unvested shares of CymaBay’s common stock.
If on or within 12 months following a change in control, CymaBay or a successor corporation terminates Mr. Shah’s employment without cause and other than as a result of his death or disability, or if Mr. Shah resigns for good reason, Mr. Shah will be eligible to receive 12 months of his current base salary. Such severance amounts will be reduced by any employment or consulting arrangements obtained by Mr. Shah following his termination. If Mr. Shah elects to continue his group health benefits under COBRA, CymaBay will pay his premiums for COBRA coverage until the earlier of (i) the 15 months following his termination date; (ii) when Mr. Shah attains full-time employment; or (iii) when Mr. Shah ceases to be eligible for COBRA. In addition, Mr. Shah is eligible to receive 125% of his annual bonus amount. Upon termination, Mr. Shah’s outstanding stock options will become fully vested and exercisable with respect to the remaining 50% of his then-unvested shares of CymaBay’s common stock. Mr. Shah’s benefits are conditioned on his signing and making effective a general release of claims against CymaBay on or after his termination date.
Senior Vice President and Chief Scientific Officer
CymaBay entered into an employment letter agreement with Dr. Charles A. McWherter on November 21, 2013. Dr. McWherter serves as Senior Vice President and Chief Scientific Officer of CymaBay.
Base Salary, Bonus, Benefits: Pursuant to the terms of his employment agreement, Dr. McWherter earns an annual base salary of $343,000 which was subsequently increased to $360,356 in January 2016. In addition, Dr. McWherter is eligible to receive a bonus of up to 35% of his base salary pursuant to his participation in CymaBay’s annual bonus program. The actual amount of Dr. McWherter’s bonus will be determined by the Board of Directors in its sole discretion based upon its evaluation of Dr. McWherter’s performance, CymaBay’s performance and other considerations it deems relevant.
Stock Option Grant: Pursuant to the terms of his employment agreement, Dr. McWherter was granted stock options to purchase 114,476 shares of CymaBay’s common stock and an incentive award to purchase 31,134 shares of CymaBay’s common stock. 1/3 of the shares subject to Dr. McWherter’s stock option were vested at the time of grant, with the remaining shares vesting in 48 equal monthly installments subject to Dr. McWherter’s continuous service with CymaBay.
Termination: Pursuant to the terms of his employment agreement, Dr. McWherter entered into an at-will employment relationship with CymaBay. Either Dr. McWherter or CymaBay may terminate the employment relationship at any time, with or without cause and with or without advance notice. If CymaBay terminates Dr. McWherter without cause and other than as a result of his death or disability, or if Dr. McWherter resigns for good reason, Dr. McWherter will be eligible to receive 12 months of his current base salary. In addition, Dr. McWherter is eligible to receive his annual bonus amount as if all his performance targets have been satisfied, pro-rated for the number of months that have elapsed in the year in which his employment terminates, but in no event will Dr. McWherter be paid a bonus pro-rated for less than 9 months. Base salary and bonus severance will be paid in equal installments during the 12 month period following his termination date, provided, however, that no payments will be made to Dr. McWherter prior to the 60th day following his termination. On the first payroll date following the 60th day following Dr. McWherter’s termination, CymaBay will pay him the severance amounts that he would have received on or prior to such date in a lump sum. Such severance amounts will be reduced by any employment or consulting arrangements obtained by Dr. McWherter following his termination. Additionally, if Dr. McWherter elects to continue his group health benefits under COBRA, CymaBay will pay his premiums for COBRA coverage until the earlier of (i) the 12 months following his termination date; (ii) when Dr. McWherter attains full-time employment; or (iii) when Dr. McWherter ceases to be eligible for COBRA. Upon termination, the vesting of Dr. McWherter’s stock options will be accelerated as to
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the number of shares that would have vested if Dr. McWherter had been in service for an additional 12 months following his termination date. Dr. McWherter’s benefits are conditioned on his signing a general release of claims against CymaBay and allowing the release to become effective within 60 days after his termination date.
Termination for Cause, Death or Disability and Resignation for Good Reason: If Dr. McWherter’s employment is terminated for cause or because of death or disability or in the event Dr. McWherter resigns without good reason, he will receive only the payment of his accrued salary and vacation and such other benefits as expressly required in such event by applicable law or the terms of any applicable benefit plans and the vesting of his stock awards will cease on his termination date.
Change in Control: At the close of a change in control, Dr. McWherter’s outstanding stock options will become vested and exercisable with respect to 50% of his then-unvested shares of CymaBay’s common stock.
If on or within 12 months following a change in control, CymaBay or a successor corporation terminates Dr. McWherter’s employment without cause and other than as a result of his death or disability, or if Dr. McWherter resigns for good reason, Dr. McWherter will be eligible to receive 12 months of his current base salary. Such severance amounts will be reduced by any employment or consulting arrangements obtained by Dr. McWherter following his termination. If Dr. McWherter elects to continue his group health benefits under COBRA, CymaBay will pay his premiums for COBRA coverage until the earlier of (i) the 15 months following his termination date; (ii) when Dr. McWherter attains full-time employment; or (iii) when Dr. McWherter ceases to be eligible for COBRA. In addition, Dr. McWherter is eligible to receive 125% of his annual bonus amount. Upon termination, Dr. McWherter’s outstanding stock options will become fully vested and exercisable with respect to the remaining 50% of his then-unvested shares of CymaBay’s common stock. Dr. McWherter’s benefits are conditioned on his signing and making effective a general release of claims against CymaBay on or after his termination date.
For the purpose of the employee agreements summarized above:
“Cause” means: (i) conviction of, or plea of no contest, with respect to, any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) participation in a fraud or act of dishonesty that results in material harm to CymaBay; (iii) intentional material violation of any contract or agreement between the executive and CymaBay, including but not limited to the executive’s employment agreement or Confidential Information and Inventions Agreement, or the executive’s violation of any statutory duty owed to CymaBay, but only if the executive does not correct any such violation within 30 days after written notice has been provided to the executive; or (iv) gross negligence or willful neglect of the executive’s job duties, as determined by the Board of Directors in good faith, but only if the executive does not correct such violation within 30 days after written notice has been provided to the executive (if such notice is reasonably practicable).
“Good reason” means: (i) the material reduction in responsibilities, authorities or functions as an employee of CymaBay; (ii) a material reduction in level of compensation (including base salary, fringe benefits and target bonus under any corporate-performance based bonus or incentive programs); (iii) a material change of the executive’s place of employment that results in an increased round trip commute of more than 20 miles; or (iv) CymaBay’s material breach of the employment agreement. Notwithstanding the foregoing, the executive must provide written notice to CymaBay within 30 days after the date on which such event first occurs, and allow CymaBay 30 days during which CymaBay may attempt to rescind or correct the matter giving rise to good reason. If CymaBay does not rescind or correct the conduct giving rise to good reason to the executive’s reasonable satisfaction by the expiration of such period, the executive’s employment will then terminate with good reason as of such thirtieth day.
“Change in control” means an event or a series of related events such as: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of CymaBay of more than 50% of the voting stock of CymaBay; (ii) a merger or consolidation in which CymaBay is a party; or (iii) the sale, exchange
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or transfer of all or substantially all of the assets of CymaBay. A change in control will only occur if the stockholders of CymaBay immediately before the transaction do not retain direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding securities of the surviving company.
In addition, each of the employment agreements contains a “gross up” provision, which provides that if any of the executive officer’s payments constitutes a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and is subject to the excise tax under Code Section 4999, such executive will be entitled to receive from CymaBay an additional payment in an amount equal to (i) all excise taxes (including any interest or penalties imposed with respect to such taxes) imposed on such parachute payments (the “reimbursement payment”) and (ii) all federal, state and local income taxes, employment taxes and any excise taxes that may be imposed on the reimbursement payment.
Perquisites, Health, Welfare and Retirement Benefits
Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. CymaBay provides a 401(k) plan to our employees, including our named executive officers, but CymaBay has made no matching contributions to date. In addition, CymaBay reimburses our employees, including our named executive officers, for reasonable business expenses incurred in the discharge of their duties in accordance with the general practices and policies of CymaBay and subject to CymaBay’s annual expense budget.
CymaBay generally does not provide perquisites or personal benefits to our named executive officers, except in limited circumstances. CymaBay does, however, pay the premiums for term life insurance and disability insurance for all of our employees, including our named executive officers. In addition, each of our named executive offers is entitled to participate in an individual disability income protection plan.
Director Compensation
The following table shows for the fiscal year ended December 31, 2015, certain information with respect to the compensation of each person serving as a non-employee director of CymaBay:
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Name | | Fees Earned or Paid in Cash ($) | | | Option Awards(1) ($) | | | Total ($) | |
Carl Goldfischer, M.D. | | | 58,500 | | | | 71,081 | | | | 129,581 | |
Louis G. Lange, M.D., Ph.D.(2) | | | 48,750 | | | | 71,081 | | | | 119,831 | |
Hari Kumar, Ph.D. | | | 48,000 | | | | 71,081 | | | | 119,081 | |
Edward E. Penhoet, Ph.D.(3) | | | 20,500 | | | | 54,265 | | | | 74,765 | |
Kurt von Emster, CFA | | | 52,750 | | | | 71,081 | | | | 123,831 | |
Robert J. Wills, Ph.D.(4) | | | 41,625 | | | | 101,216 | | | | 142,841 | |
(1) | These amounts are not cash compensation, but rather the aggregate fair value of the equity compensation paid to our non-employee directors during the fiscal year. The aggregate fair value is computed in accordance with FASB ASC Topic 718. See Note 10 to our financial statements contained in our Annual Report on Form 10-K as filed with the SEC on March 29, 2016, regarding assumptions underlying valuation of equity awards. |
(2) | Dr. Lange resigned from our Board effective October 2015. |
(3) | Dr. Penhoet resigned from our Board effective June 2015. |
(4) | Dr. Wills joined our Board effective March 18, 2015. |
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At December 31, 2015, the following non-employee directors held options and incentive awards to purchase the following number of shares:
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Name | | Options | | | Incentive Awards | |
Carl Goldfischer, M.D. | | | 27,340 | | | | 2,335 | |
Hari Kumar, Ph.D. | | | 27,340 | | | | 2,335 | |
Kurt von Emster, CFA | | | 31,492 | | | | 3,372 | |
Robert J. Wills, Ph.D. | | | 43,000 | | | | — | |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy as in Effect in 2015
In January 2015, our Board adopted an Amended and Restated Non-Employee Director Compensation Program intended to compensate our non-employee directors with a combination of cash and equity. Each non-employee director will receive an annual base cash retainer of $35,000 for such service. The chairman of our board of directors will receive an additional annual base cash retainer of $20,000 for this service. In addition, we intend to compensate the members of our board of directors for service on our committees as follows:
Procedures The chairperson of our audit committee will receive an annual cash retainer of $17,500 for this service, and each of the other members of the audit committee will receive an annual cash retainer of $9,000.
The chairperson of our compensation committee will receive an annual cash retainer of $10,000 for such service, and each of the other members of the compensation committee will receive an annual cash retainer of $6,000.
The chairperson of our nominating and corporate governance committee will receive an annual cash retainer of $8,750 for this service, and each of the other members of the nominating and corporate governance committee will receive an annual cash retainer of $4,000.
Cash payments described above shall be paid either quarterly or semi-annually at the discretion of the board member. Further, at about the time of our annual meeting of stockholders, each non-employee director will receive an additional equity award of an option to purchase 9,000 shares of our common stock. If a new board member joins our board of directors, the director will receive an initial stock option to purchase 18,000 shares of our common stock. Annual option grants and option grants to new board members will be subject to vesting as determined by our Board or Compensation Committee on the date of grant.
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TRANSACTIONS WITH RELATED PERSONS
RELATED-PERSON TRANSACTIONS POLICYAND PROCEDURES
CymaBay has adopted a written Related-Person Transactions Policy that sets forth CymaBay’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of CymaBay’s policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which CymaBay and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to CymaBay as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A related person is any executive officer, director, or more than 5% stockholder of CymaBay, including any of their immediate family members, and any entity owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to CymaBay of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, CymaBay relies on information supplied by its executive officers, directors and certain significant stockholders. In considering related-person transactions, the
Audit Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to CymaBay, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself form the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the
Audit Committee considers, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of CymaBay and its stockholders, as the
Audit Committee determines in the good faith exercise of its discretion.
CERTAIN RELATED-PERSON TRANSACTIONS
CymaBay has entered into indemnity agreements with certain officers and directors which provide, among other things, that CymaBay will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of CymaBay, and otherwise to the fullest extent permitted under Delaware law and CymaBay’s Bylaws.
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HOUSEHOLDING
This year, a number of brokers with account holders who are CymaBay stockholders will be “householding” CymaBay’s proxy materials. A single Noticeset of Internet Availability of Proxy Materialsproxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Noticeset of Internet Availability of Proxy Materials,proxy materials, please notify your broker or CymaBay. Direct your written request to CymaBay Therapeutics Inc., Corporate Secretary, 79997575 Gateway Blvd., Suite 130,110, Newark, CA 94560 or by contacting our Investor Relations at (510) 293-8800. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materialsproxy materials at their addresses and would like to request “householding” of their communications should contact their brokers.