Securities Exchange Act of 1934
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23, 2021
Form 10-K.
I look forward to seeing you on Tuesday, June 4, 2019.
3, 2021
Stockholder
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| | Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held Virtually, Via Live Webcast at www.virtualshareholdermeeting.com/CARA2021, at 12:00 p.m., Eastern Daylight Time on Thursday, June 3, 2021. | | |
| | The proxy statement and the Form 10-K are available at www.proxyvote.com. | | |
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Tuesday, June 4, 2019 at 11:00 A.M. Eastern Daylight Time at Sheraton Stamford Hotel, 700 East Main Street, Stamford, CT 06901.
The proxy statement and annual report to stockholders are available at www.proxyvote.com.
By Order of the Board of Directors
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote by proxy over the telephone or through the internet as instructed in these materials, or by completing, dating, signing and returning the proxy that we may elect to mail to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
| | You are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the Annual Meeting, you may vote via the internet, by telephone or, if you receive a paper proxy card, by mailing the completed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card. | | |
| | Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder. | | |
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We
Information on howgrouped by topic by our management.
Admissionare permitted.
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Stockholders who do not present the required information set forth above, may not be admitted to the Annual Meeting.
Photography, video and the use of cameras, recording devices, computers and other electronic devices, such as smart phones and tablets, will not be permittedposted at the Annual Meeting.
Please allow ample time forcheck-in.www.virtualshareholdermeeting.com/CARA2021 Please note that large bags and packages will not be allowed or at the Annual Meeting. Persons may be subject to search due to security reasons.
www.proxyvote.com.
Other Agent
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Regarding the nominees to the Board of Directors, you may either vote “For” both of the nominees or you may “Withhold” your vote for either nominee that you specify. Regarding ratification of selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019, you may either vote “For” or “Against” the proposal or you may “Abstain” from voting.
The procedures for voting are fairly simple:
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Other AgentBankToYou are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may vote in person atyour shares online during the Annual Meeting you must obtainonly by following the instructions from such organization and after obtaining 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.
Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
| | Internet proxy voting is provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. | | |
12, 2021.
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Other Agents other agent.BrokerBrokers, Bank or Bankbank as a nominee orother agent, you should follow the instructions provided by your broker, bank or bank.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count, (1) with respect to Proposal 1, votes “For,” “Withhold” and brokernon-votes, and (2) with respect to Proposal 2, votes “For,” “Against,” abstentions and, if applicable, brokernon-votes. Abstentions will be counted towards the vote total for Proposal 2, and will have the same effect as “Against” votes. Brokernon-votes have no effect and will not be counted towards the vote total for any proposal.
What are “brokernon-votes”?
When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be“non-routine” under stock exchange rules, the broker or nominee cannot vote the shares. These unvoted shares are counted as “brokernon-votes.” Only Proposal 2 (ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019) is considered a routine matter under applicable stock exchange rules, and without your instruction, your broker may vote your shares in its discretion. Proposal 1 (election of the nominees for director to serve until the 2022 Annual Meeting of Stockholders) is considerednon-routine under applicable stock exchange rules, and without your instruction, your broker cannot vote your shares on this these matter. Please instruct your broker so your vote can be counted.
How many votes are needed to approve each proposal?
For Proposal 1, the director nominees receiving the most “For” votes from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” or “Withhold” will affect the outcome. Brokernon-votes will not be counted as having been voted on Proposal 1.
For Proposal 2, the matter must receive “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. If you“Abstain” from voting, it will have the same effect as an “Against” vote. Brokernon-votes will have no effect.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholdersholdingat least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and brokernon-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file aForm 8-K within four business days after the Annual Meeting, we intend to file aForm 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additionalForm 8-K to publish the final results.
What are the implications of being an “emerging growth company?”
Cara is an “emerging growth company,” as defined in Section 101(a)(19)(C) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, under SEC rules, we are not required to include a Compensation Discussion and Analysis section in this Proxy Statement, have elected to comply with reduced compensation disclosure requirements, as permitted under the JOBS Act, and are not required to give our stockholdersnon-binding advisory votes on executive compensation or golden parachute arrangements. We will cease to be an emerging growth company on December 31, 2019.
Dr. Shiff was appointed to the Board in June 2020, and was identified as a candidate for the Board by a third-party search firm and interviewed and recommended by Mr. Vogelbaum and Dr. Chalmers, based on her extensive experience in the pharmaceutical industry as a leader in the development and of Directors (the “Board”) is divided into three classes. Each class consists, as nearly as possible, ofone-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.fivemembers.six members. There are two directors currently serving on the Board in the class whose term of office expires in 2019. The nominees listed below currently serve on the Board. Each2021, both of the individuals listed below haswhom have been recommended for nomination to the Board by the Nominating and Corporate Governance Committee of the Board.Board: Dr. Shiff and Mr. Bains. If elected at the annual meeting,Annual Meeting, each of these nominees would serve until the 20222024 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of our directors is expected to attend the 2019 Annual Meeting of Stockholders, either in person or telephonically. All of the directors attended the 2018 Annual Meeting of Stockholders.Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the 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 nominees named below. If either nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee may instead be voted for the election of a substitute nominee proposed by Cara. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that the nominees will be unable to serve.20222024 Annual MeetingJeffrey L. Ives, Ph.D. Dr. Ivesthe Board since July 2014. Dr. Ives currently is a Venture Partner at New Leaf Venture Partners, healthcare technology venture firm, and a Principal at NeuroPharma Advisors, LLC., an advisory group focused on companies developing therapeutics for the CNS. Dr. Ives is also currently a director at private pharmaceutical and biotechnology companies, Astrocyte Pharmaceuticals Inc., Acumen Pharmaceuticals, Inc., Pinteon Therapeutics Inc. and Orthogonal Neurosciences, private. Previously, Dr. Ives served as the Chief Executive Officer of Satori Pharmaceuticals, Inc., a neurodegenerative disease company focused on discovery and development of breakthrough therapies for the treatment and prevention of Alzheimer’s disease from 2008 until 2013. Prior to Satori, Dr. Ives led the CNS, pain and oncology research teams at Pfizer for over two decades and, from 2001 to 2007, he served as a Senior Vice President leading the global Pharmacokinetics, Dynamics and Metabolism organization. Dr. Ives received his doctorate and master degrees from Yale University and received his bachelor of arts degree from Colgate University. His extensive experience leading research and drug development provides him with the qualifications to serve on the Board.Christopher Posner.Mr. Posner has served as a member of the Board since August 2018. Mr. Posner has broad experience in commercial and marketing operations and product management at both large and specialty pharmaceutical companies, where he has focused on products for autoimmune, inflammatory and pain conditions, including Xeljanz® and Enbrel®. Since July 2017, he has been the Chief Executive Officer of LEO Pharma, Inc. US, a subsidiary of LEO Pharma A/S, a global healthcare company specializing in dermatology and critical care, including such conditions as psoriasis and atopic dermatitis. Prior to joining LEO, he was the Head of Worldwide Commercial Operations atR-Pharma-US, LLC, a specialty pharmaceutical company focused on oncology and chronic immune disorders, from 2014 until 2017. Previously, Mr. Posner held a variety of senior management positions in commercial and marketing operations at Bristol-Myers Squibb Company, Pfizer Inc., Wyeth Pharmaceuticals, Inc. and Endo Pharmaceuticals plc. Mr. Posner holds an M.B.A. from Fuqua School of Business, Duke University and a B.A. in Economics from Villanova University. Mr. Posner’s extensive experience in the pharmaceutical industry, including in commercial and marketing operations, provides him with the qualifications to serve on the Board.Dr. Ives is a current member of the Board who was previously elected by our stockholders. Mr. Posner was appointed to the Board in August 2018, and was identified as a candidate for the Board by a third-party search firm and interviewed and recommended by Mr. Vogelbaum and Dr. Chalmers, based on his extensive executive-level experience in the pharmaceutical industry, particularly in the commercialization of novel pharmaceutical products.THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE NAMED NOMINEES.Directors Continuing in Office Until the 2020 Annual MeetingDerek Chalmers, Ph.D., D.Sc.Dr. Chalmers, one of our founders, has served as our President and Chief Executive Officer since September 2004 and has served as a member of the Board since July 2004. Dr. Chalmers has over 25 years’ experience in the biotechnology industry with increasing levels of corporate and business responsibilities. Prior to founding Cara, Dr. Chalmersco-founded Arena Pharmaceuticals, Inc. (Nasdaq: ARNA), a drug discovery and development company, and served as its Vice President and Executive Director from June 1997 until May 2004. Dr. Chalmers holds a D.Sc. and Ph.D. in Pharmacology from the University of Glasgow. Dr. Chalmers’ qualifications to sit on the Board include his leadership, executive, managerial and business experience, historical knowledge of our company and his background and experience in the biotechnology industry, including having been a founder of a prior biotechnology company.Martin Vogelbaum.Mr. Vogelbaum has served as a member of the Board since July 2010. He currently serves as Managing Partner of Inning One Ventures, a life science venture capital fund. Previously, Mr. Vogelbaum served as Corporate Vice President, Business Development at Celgene Corporation from 2015 to 2017. Mr. Vogelbaum served as a partner of Rho Ventures from 2005 until 2015 and again from 2017 to 2018, where he focused on investments in biotechnology, biopharmaceuticals and medical devices. He has more than 25 years of experience investing in the life sciences sector, having been involved with companies at all stages of development, includingco-founding more than a half dozen companies. Prior to his venture capital career, he was a research associate in the bone marrow transplantation unit at Memorial-Sloan Kettering Hospital, where he conducted research in graft-versus-host-disease. Mr. Vogelbaum previously served as a director of Inotek Pharmaceuticals Corporation (Nasdaq: ITEK) from 2010 to 2016 and NephroGenex, Inc. (Nasdaq: NRX) from 2013 to 2014. He currently serves on the Healthcare Advisory Board for the Partnership Fund for New York City as well as the Scientific Advisory Committee for Weill Cornell Medical College’s Daedalus Fund for Innovation. Mr. Vogelbaum received his A.B. in biology and history from Columbia University. Mr. Vogelbaum’s experience in the life sciences industry as a venture capitalist provides him with the qualifications and skills to serve on the Board.Director Continuing in Office Until the 2021 Annual MeetingHarrison M. Bains, Jr. Mr. Bains has served as a member of the Board since July 2014. Mr. Bains served in multiple roles at Bristol Myers Squibb Company, including Vice President, Treasurer and acting Chief Financial Officer from 1988 through his retirement in 2004. Mr. Bains’s career also includes serving as Senior Vice President of the Primary Industries group at Chase Manhattan Bank and 11 years with RJR Nabisco and two of its predecessor companies as Senior Vice President and Treasurer. He currently serves as a director and chairchairman of the Audit Committee of the Mercer Funds, Inc., a registered investment company. He has previously served as a member of the board of trustees of the Park Avenue Armory sincefrom October 2007 andto June 2020, as a member of the board of trustees of the Civil War Trust sincefrom September 2007 and previously servedto September 2019, as a member of the board of trustees of the University of Redlands from October 1989 to May 2013, as a member of the board of directors of BG Medicine, Inc. from 2007 to 2015 and as a member of the board of directors of Bank of America Funds from 2010 to 2016. Mr. Bains earned an M.B.A from the University of California, Berkeley and a B.A. in economics from the University of Redlands. He also completed the Advanced Management Program at Harvard Business School. His extensive experience in the biotechnology industry provides him with the qualifications to serve on our Board.
2020, held during the period for which he or she was a director or committee member.
The following table provides membership of the Board committees as of April 17, 2019,12, 2021, as well as committee meeting information for our fiscal year ended December 31, 2018:
Name | Audit | Compensation | Nominating and Corporate Governance | ||||||||||||
Harrison M. Bains, Jr. | X | * | |||||||||||||
Jeffrey Ives, Ph.D.(1) | X | X | |||||||||||||
Christopher Posner(1) | X | X | |||||||||||||
Martin Vogelbaum | X | X | * | X | * | ||||||||||
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Total meetings during 2018(2) | 4 | 3 | 0 | ||||||||||||
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2020:
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | |||||||||
Harrison M. Bains, Jr. | | | | | X* | | | | | | | | | ||||||
Jeffrey Ives, Ph.D. | | | | | | | | | | | X | | | | | | X | | |
Christopher Posner | | | | | X | | | | | | X | | | | | | | | |
Martin Vogelbaum | | | | | X | | | | | | X* | | | | | | X* | | |
Susan Shiff, Ph.D.† | | | | | | | | | | | X | | | | | | X | | |
Total meetings during 2020 | | | | | 4 | | | | | | 4 | | | | | | 2 | | |
statements and quarterly financial statements with management and the independent auditor, including a review of the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Report
and the SEC.
SEC.
Posner
filing, except to the extent the Company specifically incorporates such material by reference.
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administration of the Company’s equity compensation plans, 401(k) plan, and other similar plans and programs;
•annuallyandquarterly and with greater frequency as necessary. The Compensation Committee also acts periodically by unanimous written consent in lieu of a formal meeting. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with management. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultantsmayconsultants may be invited by the Compensation Committee to makepresentations,make presentations, to provide financial or otherbackgroundother background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation.ofexecutiveandof executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee,Compensation Committee, other thanin-house legal counsel and certain other types of advisers, only after taking into consideration certain factors prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.consultantsconsultant.The Compensation Committee requested that Radford:
Generally, the Compensation Committee’s executive compensation process comprises two related elements:the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer.InOfficer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensationascompensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate,materials such as financial reports and projections, operational data, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, if any, including analyses of executive and director compensation paid at other companies identified by the consultant.
capability. In connection with its most recent assessment of the Board composition, the Nominating and Corporate Governance Committee identified, as one of its top priorities, the desire to recruit a new director who not only provides a valuable skillset to the Board, but will also contribute to gender diversity at the Board level, to build upon the gender diversity present in the Company’s senior management ranks.
The Nominating and Corporate Governance Committee is committed to identifying a qualified female candidates for its Board. In furtherance of this commitment, the Nominating and Corporate Governance Committee will seek to include female candidates in the initial list of candidates from which it will select prospective director candidates in each future director search, and will require that any search firm it may engage to assist with a director search do the same.
The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for director candidates. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above,
Ethics
RATIFICATIONTABLE OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. In 2006, Ernst & Young LLP first audited the Company’s financial statements, which included the financial statements for the period from May 2004 (inception) to December 31, 2004 and the year ended December 31, 2005. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the annual meeting will be required to ratify the selection of Ernst & Young LLP. Abstentions will be counted towards the vote total, and will have the same effect as “Against” votes. Brokernon-votes have no effect and will not be counted towards the vote total.
CONTENTSIndependent Registered Public Accounting Firm’s Fees
The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2018 and 2017, by Ernst & Young LLP, the Company’s principal accountant:
Year Ended December 31, | ||||||||
2018 | 2017 | |||||||
(in thousands) | ||||||||
Audit fees(a) | $ | 361 | $ | 348 | ||||
Audit-related fees(b) | 35 | 15 | ||||||
Tax fees | — | — | ||||||
All other fees | — | — | ||||||
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Total | $ | 396 | $ | 363 | ||||
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All fees described above for the years ended December 31, 2018 and 2017 werepre-approved by the Audit Committee.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures for thepre-approval of audit andnon-audit services rendered by the Company’s independent registered public accounting firm, Ernst & Young LLP. The policy generallypre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit,case-by-case basis before the independent auditor is engaged to provide each service. Thepre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee has determined that the rendering of services other than audit services by Ernst & Young LLP is compatible with maintaining the principal accountant’s independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
Name | | | Age | | | Position(s) | |
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Derek Chalmers, Ph.D., D.Sc. | | 57 | | | President, Chief Executive Officer and Director | | |
| | 54 | | | Chief | ||
| Senior Vice President, | | |||||
Joana Goncalves, M.D. | | 47 | | | Chief Medical Officer | | |
Scott M. Terrillion | | 58 | | | General Counsel, Secretary and Chief Compliance Officer | | |
Thomas Reilly | | | 49 | | | Chief Financial Officer | |
Derek Chalmers, Ph.D., D.Sc.
Mani Mohindru, Ph.D.Dr. Mohindru has served as our Chief Financial Officer and Chief Strategy Officer since August 2017. Prior to joining Cara, Dr. Mohindru served as Senior Vice President and Chief Strategy Officer at Curis, Inc., a biotechnology company, from March 2016 to July 2017. From April 2015 to February 2016, Dr. Mohindru served as Senior Vice President of Corporate Strategy and Investor Relations and from June 2013 to March 2015, Dr. Mohindru served as Vice President of Corporate Strategy and Investor Relations, each at Curis, Inc. From October 2012 to March 2016, Dr. Mohindru was the
Frédérique Menzaghi, Ph.D.Dr. Menzaghi,, one of our founders, has led our preclinical research and pruritic clinical program since 2004. Since 2017, sheShe has served as our Senior Vice President, Research and Development since 2017 and was promoted toour Chief Scientific Officer onsince March 6, 2019. Dr. Menzaghi has over 25 years of drug development and management experience in biotechnology in the field of ion channels and G protein-coupled receptors. Her expertise ranges from exploratorynon-clinical research through clinical development. From 2003 to 2004, she served as Vice President, Pharmacology and Business Development at Psychogenics Inc., a preclinical contract research organization. From 1999 to 2003, she was the Research Director of In Vivo Pharmacology at Arena Pharmaceuticals, Inc. (Nasdaq: ARNA), leading a multidisciplinary research team. Prior to that, Dr. Menzaghi established and directed a preclinical research laboratory at SIBIA Neurosciences (acquired by Merck). Her research expertise ranged from the development of small molecules to small peptides. She has extensive experience with corporate partnering with large U.S. and Asian pharmaceutical companies including Eli Lilly, Merck and J&J. Dr. Menzaghi received her Ph.D. in Neurosciences from the University of Louis Pasteur, Strasbourg, France and her M.Sc. in clinical psychology from the University of Nancy, France, after which she conducted her post-doctoral research at the Scripps Research Institute, San Diego, California. She has over 55 peer-reviewed publications and book chapters, 100 international meeting presentations and is listed as an inventor on numerous patents.
subsidiary of LEO Pharma A/S, a global healthcare company specializing in dermatology and critical care, from February 2012 to April 2014. She began her pharmaceutical career at Novartis Pharmaceuticals, working on a range of products across various therapeutic areas from 2001 to 2012. Dr. Goncalves received her M.D. from the University of Cape Town, South Africa.
Name | | | Age | | | Position | |
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| 57 |
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Harrison M. Bains, Jr. | | 77 | | | Director | | |
Jeffrey Ives, Ph.D. | | 70 | | | Director | | |
Christopher Posner | | 51 | | | Director | | |
Susan Shiff, Ph.D. | | | 59 | | | Director | |
Director Compensation
Director | | | Fees Earned or Paid in Cash(1) | | | Stock Awards(2)(4) | | | Option Awards(3)(4) | | | Total | | ||||||||||||
Martin Vogelbaum | | | | $ | 110,000 | | | | | $ | 224,928 | | | | | $ | 219,100 | | | | | $ | 554,028 | | |
Harrison M. Bains, Jr. | | | | | 60,000 | | | | | | 112,464 | | | | | | 109,550 | | | | | | 282,014 | | |
Jeffrey Ives, Ph.D. | | | | | 52,500 | | | | | | 112,464 | | | | | | 109,550 | | | | | | 274,514 | | |
Christopher Posner | | | | | 57,500 | | | | | | 112,464 | | | | | | 109,550 | | | | | | 279,514 | | |
Susan Shiff, Ph.D.(5) | | | | | 26,979 | | | | | | — | | | | | | 419,307 | | | | | | 446,286 | | |
Director | | | RSUs(a) | | | Number of Shares Underlying Options | | ||||||
Martin Vogelbaum | | | | | 14,400 | | | | | | 112,100(b) | | |
Harrison M. Bains, Jr. | | | | | 7,200 | | | | | | 101,300(c) | | |
Jeffrey Ives, Ph.D. | | | | | 7,200 | | | | | | 72,800(c) | | |
Christopher Posner | | | | | 7,200 | | | | | | 54,800(d) | | |
Susan Shiff, Ph.D. | | | | | — | | | | | | 38,000(e) | | |
| | | Member Annual Service Retainer | | | Chairperson / Lead Independent Director and Committee Chair Annual Service Retainer | | ||||||
Board of Directors | | | | $ | 40,000 | | | | | $ | 75,000 | | |
Audit Committee | | | | | 10,000 | | | | | | 20,000 | | |
Compensation Committee | | | | | 7,500 | | | | | | 15,000 | | |
Nominating and Corporate Governance Committee | | | | | 5,000 | | | | | | 10,000 | | |
Name of beneficial owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | ||||||
5% stockholders: | ||||||||
Rho Ventures VI, LP(1) | 3,568,057 | 9.0 | % | |||||
Blackrock, Inc.(2) | 2,800,605 | 7.0 | ||||||
T. Rowe Price(3) | 2,415,491 | 6.1 | ||||||
State Street Corporation(4) | 2,123,225 | 5.3 | ||||||
Directors and named executive officers: | ||||||||
Derek Chalmers, Ph.D., D.Sc.(5) | 1,539,421 | 3.8 | ||||||
Joana Goncalves, M.D. | — | * | ||||||
Frédérique Menzaghi, Ph.D(6) | 343,845 | * | ||||||
Joseph Stauffer, D.O.(7) | 182,706 | * | ||||||
Martin Vogelbaum(8) | 81,500 | * | ||||||
Harrison M. Bains, Jr.(8) | 81,500 | * | ||||||
Jeffrey Ives, Ph.D.(8) | 81,500 | * | ||||||
Christopher Posner | — | * | ||||||
All current executive officers and directors as a group (9 persons)(9) | 2,378,791 | 5.8 | % |
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stock with an exercise price equal to the fair market value of our common stock on the date of grant and (2) 7,200 RSUs (or in the case of the Chairperson of the Board or Lead Independent Director, 14,400 RSUs), with each such equity award vesting on the earlier of the first-year anniversary of the date of grant and our next annual meeting of stockholders, subject to the director’s continued service as a director through such vesting date.
ExceptDecember 31, 2020, referred to as otherwise noted below, the addressour “named executive officers” for each person or entity listed in the table is c/o Cara Therapeutics, Inc., 4 Stamford Plaza, 107 Elm Street, Stamford, Connecticut 06902.
| | Position(s) | |
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| | | President and Chief | | |
Frédérique Menzaghi, Ph.D. | | | Chief Scientific Officer and | | |
Joana Goncalves, M.D. | | | Chief Medical Officer | | |
Scott Terrillion | | | General Counsel, Secretary and Chief Compliance Officer | | |
Thomas Reilly(1) | | | Chief Financial Officer | | |
Richard Makara(1) | | | Vice President, Head of Accounting & Controller | |
| What we do: | | | What we do not do: | |
| ✓ Performance metrics tied to Company performance. The performance metrics for our annual executive bonus plan are tied to Company performance, aligning the interests of our executives with those of our stockholders. ✓ Multi-year vesting requirements. The equity awards we grant to our executive officers generally vest over multi-year periods, consistent with current market practice and ✓ Double-trigger termination rights. Our agreements with our executive officers require both a change-in-control and a termination of ✓ Independent compensation committee. Our compensation committee is comprised solely of independent members of our Board. ✓ Independent compensation consultant. Our compensation committee uses an independent compensation consultant that provides no other material services to the Company. | | | ✘ No tax gross-ups. None of our employment-related agreements provide for excise tax “gross-ups.” ✘ No special perquisites. Except as otherwise discussed below, we generally do not provide our executives with perquisites or other personal benefits that differ materially from those available to employees generally. ✘ No retirement plans other than 401(k) Plan. We do not provide any pension or other retirement benefits to our executive officers, except that we offer all employees the right to participate in a company-sponsored 401(k) plan under which we contribute 3% of their salary up to the annual Internal Revenue Code limit. ✘ No special health or welfare benefits. We do not provide our executives with any special health or welfare benefits. Our executive officers participate in the same broad-based company-sponsored health and welfare benefits programs offered to our other full-time, salaried employees. ✘ Hedging, short selling and pledging prohibited. Our insider trading policy prohibits our executive officers and directors from hedging, short selling or pledging our securities. | |
Element of Compensation | | | Objectives | | | Key Features | |
Base Salary (fixed cash) | | | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | | | Generally reviewed annually and determined based on a number of factors (including individual performance and the overall performance of our Company) and by reference, in part, to market data provided by our independent compensation consultant. | |
Annual Performance Bonus (at-risk cash) | | | Motivates and rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives. | | | Target bonus amounts are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan and individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, generally determined by the Compensation Committee and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, taking into account corporate and individual performance objectives. | |
Long-Term Incentive (at-risk equity) | | | Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | | | Equity opportunities are generally reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual awards are determined based on a number of factors, including current corporate and individual performance and market data provided by our independent compensation consultant. Equity awards for 2020 consisted of a combination of stock | |
Executive | | | 2020 Base Salary | | | Percentage Increase in Base Salary from 2019 | | ||||||
Derek Chalmers, Ph.D., D.Sc. | | | | $ | 576,800 | | | | | | 3% | | |
Frédérique Menzaghi, Ph.D. | | | | $ | 451,200 | | | | | | 3% | | |
Joana Goncalves, M.D. | | | | $ | 451,200 | | | | | | 3% | | |
Scott Terrillion | | | | $ | 412,000 | | | | | | 3% | | |
Richard Makara | | | | $ | 292,800 | | | | | | 3% | | |
| | | Target Bonus as Percentage of Base Salary (%) | | | Target Bonus ($) | | ||||||
Derek Chalmers, Ph.D., D.Sc. | | | | | 60 | | | | | | 346,080 | | |
Frédérique Menzaghi, Ph.D. | | | | | 40 | | | | | | 180,480 | | |
Joana Goncalves, M.D. | | | | | 40 | | | | | | 180,480 | | |
Scott Terrillion | | | | | 40 | | | | | | 164,800 | | |
Richard Makara | | | | | 40 | | | | | | 117,120 | | |
Thomas Reilly(1) | | | | | 40 | | | | | | 40,000 | | |
Named Executive Officer | | | Annual Bonus Payment ($) | | | Percent of Target Bonus (%) | | ||||||
Derek Chalmers, Ph.D., D.Sc. | | | | | 432,600(1) | | | | | | 125 | | |
Frédérique Menzaghi, Ph.D. | | | | | 180,480 | | | | | | 100 | | |
Joana Goncalves, M.D. | | | | | 180,480 | | | | | | 100 | | |
Scott Terrillion | | | | | 164,800 | | | | | | 100 | | |
Richard Makara | | | | | 117,120(2) | | | | | | 100 | | |
Thomas Reilly | | | | | 40,000(3) | | | | | | 100 | | |
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2018, all Section 16(a) filing requirements applicablevalue-creating milestones.
COMPENSATION OF NAMED EXECUTIVE OFFICERS
Cara is an “emerging growth company,” as definedapproved by the Compensation Committee in Section 101(a)(19)(C)the context of each named executive officer’s total compensation and take into account the market data provided by compensation consultants in addition to the individual officer’s responsibilities and performance. The Compensation Committee also takes into account the recommendations of the JOBS Act. As an emerging growth company, under SEC rules, Cara is not required to include a Compensation Discussion and Analysis section in this Proxy Statement and has elected to comply with reduced compensation disclosure requirements, as permitted under the JOBS Act.
2018 Summary Compensation Table
The following table shows for the fiscal years ended December 31, 2018, 2017 and 2016, compensation awarded to or paid to, or earned by, our Chief Executive Officer our two other most highly compensatedwith respect to appropriate grants and any particular individual circumstances.
Executive | | | Stock Option Grant (# shares) | | |||
Derek Chalmers, Ph.D., D.Sc. | | | | | 100,000 | | |
Frédérique Menzaghi, Ph.D. | | | | | 32,000 | | |
Joana Goncalves, M.D. | | | | | 32,000 | | |
Scott Terrillion | | | | | 32,000 | | |
Richard Makara | | | | | 30,000 | | |
Executive | | | Time-based RSUs (# shares) | | |||
Derek Chalmers, Ph.D., D.Sc. | | | | | 50,000 | | |
Frédérique Menzaghi, Ph.D. | | | | | 16,000 | | |
Joana Goncalves, M.D. | | | | | 16,000 | | |
Scott Terrillion | | | | | 16,000 | | |
| | | Performance-based RSUs (# shares) | | |||||||||
Executive | | | Target(1) | | | Stretch(2) | | ||||||
Derek Chalmers, Ph.D., D.Sc. | | | | | 50,000 | | | | | | 10,000 | | |
Frédérique Menzaghi, Ph.D. | | | | | 16,000 | | | | | | 10,000 | | |
Joana Goncalves, M.D. | | | | | 16,000 | | | | | | 10,000 | | |
Scott Terrillion | | | | | 16,000 | | | | | | 10,000 | | |
Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards (2) | Option Awards(3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total Compensation | ||||||||||||||||||||||||
Derek Chalmers, Ph.D., D.Sc.(6) | 2018 | $ | 542,100 | $ | — | $ | — | $ | 1,997,623 | $ | 238,524 | $ | 10,799 | $ | 2,789,046 | |||||||||||||||||
President and Chief Executive Officer | 2017 | 526,300 | — | — | 2,753,848 | 233,400 | 8,100 | $ | 3,521,648 | |||||||||||||||||||||||
2016 | 511,000 | — | — | 736,837 | 204,400 | 7,950 | 1,460,187 | |||||||||||||||||||||||||
Joana Goncalves, M.D.(7) | 2018 | 82,639 | 60,000 | — | 3,560,536 | 32,603 | 413 | 3,736,191 | ||||||||||||||||||||||||
Chief Medical Officer | ||||||||||||||||||||||||||||||||
Frédérique Menzaghi, Ph.D. | 2018 | 400,000 | — | — | 615,428 | 212,000 | 10,799 | 1,238,227 | ||||||||||||||||||||||||
Chief Scientific Officer and Senior | 2017 | 379,935 | — | — | 917,949 | 200,000 | 8,100 | 1,505,984 | ||||||||||||||||||||||||
Vice President, R&D | 2016 | 357,000 | — | — | 246,878 | 168,682 | 7,950 | 780,510 | ||||||||||||||||||||||||
Joseph Stauffer, D.O.(8) | 2018 | 368,900 | 141,895 | — | 615,428 | — | 567,627 | 1,693,850 | ||||||||||||||||||||||||
Former Chief Medical Officer | 2017 | 426,000 | — | — | 917,949 | 170,400 | 8,875 | 1,523,224 | ||||||||||||||||||||||||
2016 | 414,000 | — | — | 250,676 | 223,560 | 8,199 | 896,435 |
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Outstanding Equity Awards at December 31, 2018
Derek Chalmers, Ph.D., D.Sc.
Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | ||||||||||||
Derek Chalmers, Ph.D., D.Sc. | 80,000 | — | (1) | $ | 11.00 | 1/30/2024 | ||||||||||
President and Chief Executive Officer | 158,125 | 6,875 | (2) | 10.82 | 6/15/2025 | |||||||||||
130,375 | 60,625 | (2) | 6.00 | 3/30/2026 | ||||||||||||
98,437 | 126,563 | (2) | 17.41 | 3/8/2027 | ||||||||||||
35,156 | 152,344 | (2) | 14.39 | 3/9/2028 | ||||||||||||
Joana Goncalves, M.D. | — | 250,000 | (1) | 19.27 | 10/22/2028 | |||||||||||
Chief Medical Officer | ||||||||||||||||
Frédérique Menzaghi, Ph.D. | 40,000 | — | (1) | 11.00 | 1/30/2024 | |||||||||||
Chief Scientific Officer and Senior Vice President, R&D | 57,500 | 2,500 | (2) | 10.82 | 6/15/2025 | |||||||||||
44,687 | 20,313 | (2) | 6.00 | 3/30/2026 | ||||||||||||
32,812 | 42,188 | (2) | 17.41 | 3/8/2027 | ||||||||||||
10,828 | 46,922 | (2) | 14.39 | 3/9/2028 | ||||||||||||
Joseph Stauffer, D.O. | 180,000 | — | 8.74 | 12/1/2024 | (4) | |||||||||||
Former Chief Medical Officer | 66,000 | — | 6.00 | 3/30/2026 | (4) | |||||||||||
64,008 | 10,992 | (3) | 17.41 | 3/8/2027 | (4) | |||||||||||
10,827 | 46,923 | (3) | 14.39 | 3/9/2028 | (4) |
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We have entered into employment agreements with each of Drs. Chalmers, Goncalves and Menzaghi. Under these employment agreements, the executive officers’ respective initial annual salaries and target annual bonuses are subject to review and adjustment from time to time by the Board in its sole discretion.
Forbase salary for the year ended December 31, 2018,2020. He is also eligible to receive an incentive cash bonus, based upon the criteria as may be determined by our Named Executive Officers’ respective annual salaries andBoard, with an initial target annual bonuses were:
Executive Officer | 2018 Base Salary | Target Bonus (as a % of Base Salary) | ||||||
Dr. Chalmers | $ | 542,100 | 55 | % | ||||
Dr. Goncalves | 425,000 | 40 | ||||||
Dr. Menzaghi | 400,000 | 40 | ||||||
Dr. Stauffer | 439,200 | 40 |
Under these employment agreements, each executive officerbonus of 50% of his base salary. As described above, for 2020, the Compensation Committee established Dr. Chalmers’s target bonus at 60% of his base salary. He is eligible for severance benefits in specified circumstances. Under the terms of the agreements, upon execution and effectiveness of a general release of claims, each executive officer will bealso entitled to severance payments if we terminateparticipate in our employee benefit plans and programs, and to receive reimbursement for reasonable business expenses in accordance with our standard expense reimbursement policy.
“cause” means that we have determined in our sole discretion that any of the following occurred: (a) the executive officer’s commission of a felony; (b) the executive officer’s act or omission constituting dishonesty, fraud, immoral, or disreputable conduct that causes material harm to us; (c) the executive officer’s violation of a company policy that causes material harm to us; (d) the executive officer’s material breach ofCompany terminates before October 1, 2021. Under the employment agreement, orMr. Reilly is also eligible to receive an incentive cash bonus of any provisionup to 40% of any otherhis base salary, based upon the criteria and payable at such times as determined by our Board. Mr. Reilly is also entitled to participate in our employee benefit plans and programs, and to receive reimbursement for reasonable business expenses in accordance with our standard expense reimbursement policy.
“good reason” means any of the following without the executive officer’s prior written consent: (a) the assignment to the executive officer of duties or responsibilities that would result in the material diminution of the executive officer’s then-current position, with the exception of certain situations involving the acquisition of us; (b) a reduction of the executive officer’sVice President — Research and Development. The employment agreement provides for an annual base salary by greater than 30%, except in a situation in which the base salaries of other similarly situated employees are accordingly reduced; or (c) any request that the executive officer relocate to a new principal base of operations that would increase the executive officer’sone-way commute distance by more than 100 miles, unless the executive officer accepts the relocation opportunity; and
“change in control” means any of the following: (a) any person becomes the owner, directly or indirectly, of securities representing more than 50% of our combined voting power other than through a merger, consolidation or similar transaction,$302,500, subject to specified exceptions; (b) a merger or consolidation, unlessadjustment by our Board. Dr. Menzaghi received $451,200 in base salary for the holdersyear ended December 31, 2020. Under the employment agreement, Dr. Menzaghi is eligible to receive an incentive cash bonus, based upon the criteria as may be determined by our Board, with an initial target bonus of 35% of her base salary. As described above, for 2020, the Compensation Committee established Dr. Menzaghi’s target bonus at 40% of her base salary. Dr. Menzaghi is also entitled to participate in our outstanding voting stock immediately prioremployee benefit plans and programs, and to such transaction own, immediately after such transaction, securities representing more than 50% ofreceive reimbursement for reasonable business expenses in accordance with our voting power or other entity surviving such transaction,standard expense reimbursement policy.
The following table summarizes the schedule of severance payments and acceleration of unvested equity awards our Named Executive Officers would receive in the event of a qualifying termination:
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Separation With Dr. Stauffer
We entered into a Separation and Consulting Agreement with Dr. Stauffer, effective October 22, 2018, in connection with his separation as Chief Medical Officer. Pursuant to the terms of our separation with Dr. Stauffer, he received a prorated target bonus for 2018 and accelerated vesting of 63,446 stock options (representing 50% of his outstanding unvested stock options as of October 22, 2018). We also engaged Dr. Stauffer as a consultant for a nine-month period, during which he is providing consulting services related to our programs in postoperative pain and PONV in return for a consulting fee of $36,600 per month. Pursuant to our separation agreement with Dr. Stauffer, we also agreed to reimburse COBRA insurance premium payments made by Dr. Stauffer for up to nine months.
Clawbacks
Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards(1) | | | Option Awards(2) | | | Non-Equity Incentive Plan Compensation(3) | | | All Other Compensation(4) | | | Total | | ||||||||||||||||||||||||
Derek Chalmers, Ph.D., D.Sc. President and Chief Executive Officer | | | | | 2020 | | | | | $ | 576,800 | | | | | $ | 86,520(5) | | | | | $ | 818,000 | | | | | $ | 1,075,130 | | | | | $ | 346,080 | | | | | $ | 11,079 | | | | | $ | 2,913,609 | | |
| | | 2019 | | | | | | 560,000 | | | | | | — | | | | | | — | | | | | | 2,551,783 | | | | | | 310,800 | | | | | | 11,034 | | | | | | 3,433,617 | | | ||
| | | 2018 | | | | | | 542,100 | | | | | | — | | | | | | — | | | | | | 1,997,623 | | | | | | 238,524 | | | | | | 10,799 | | | | | | 2,789,046 | | | ||
Thomas Reilly(6) Chief Financial Officer | | | | | 2020 | | | | | | 100,000(7) | | | | | | 70,000(8) | | | | | | — | | | | | | 1,417,868 | | | | | | — | | | | | | 590 | | | | | | 1,588,458 | | |
Frédérique Menzaghi, Ph.D. Chief Scientific Officer and Senior Vice President, Research and Development | | | | | 2020 | | | | | | 451,200 | | | | | | — | | | | | | 261,760 | | | | | | 344,042 | | | | | | 323,349 | | | | | | 10,959 | | | | | | 1,391,310 | | |
| | | 2019 | | | | | | 438,000 | | | | | | — | | | | | | — | | | | | | 1,628,797 | | | | | | 148,920 | | | | | | 10,914 | | | | | | 2,226,631 | | | ||
| | | 2018 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 615,428 | | | | | | 212,000 | | | | | | 10,799 | | | | | | 1,238,227 | | |
Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards(1) | | | Option Awards(2) | | | Non-Equity Incentive Plan Compensation(3) | | | All Other Compensation(4) | | | Total | | ||||||||||||||||||||||||
Joana Goncalves, M.D.(6) Chief Medical Officer | | | | | 2020 | | | | | | 451,200 | | | | | | — | | | | | | 261,760 | | | | | | 344,042 | | | | | | 270,789 | | | | | | 10,911 | | | | | | 1,338,702 | | |
Scott Terrillion(6) General Counsel, Secretary and Chief Compliance Officer | | | | | 2020 | | | | | | 412,000 | | | | | | — | | | | | | 261,760 | | | | | | 344,042 | | | | | | 164,800 | | | | | | 11,079 | | | | | | 1,193,681 | | |
| | | 2019 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 814,399 | | | | | | 160,000 | | | | | | 11,034 | | | | | | 1,385,433 | | | ||
Richard Makara(6) VP, Head of Accounting and Controller | | | | | 2020 | | | | | | 292,800 | | | | | | 117,120 | | | | | | — | | | | | | 322,539 | | | | | | — | | | | | | 10,509 | | | | | | 742,968 | | |
| | | | | | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Share) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | ||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||||||
Derek Chalmers, Ph.D., D.Sc. | | | | | | | | | | | N/A | | | | | | 346,080 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | 12,500 | | | | | | 50,000 | | | | | | 60,000 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50,000 | | | | | | | | | | | | | | | | | | 818,000 | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100,000 | | | | | | 16.36 | | | | | | 1,075,130 | | | ||
Thomas Reilly | | | | | 10/1/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 175,000 | | | | | | 12.74 | | | | | | 1,417,868 | | |
Frédérique Menzaghi, Ph.D. | | | | | | | | | | | N/A | | | | | | 180,480 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 90,309 | | | | | | 180,618 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | 8,000 | | | | | | 16,000 | | | | | | 26,000 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,000 | | | | | | | | | | | | | | | | | | 261,760 | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,000 | | | | | | 16.36 | | | | | | 344,042 | | | ||
Joana Goncalves, M.D. | | | | | | | | | | | N/A | | | | | | 180,480 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 90,309 | | | | | | 180,618 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | 4,000 | | | | | | 16,000 | | | | | | 26,000 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,000 | | | | | | | | | | | | | | | | | | 261,760 | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,000 | | | | | | 16.36 | | | | | | 344,042 | | | ||
Scott Terrillion | | | | | | | | | | | N/A | | | | | | 164,800 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | 4,000 | | | | | | 16,000 | | | | | | 26,000 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,000 | | | | | | | | | | | | | | | | | | 261,760 | | | ||
| | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,000 | | | | | | 16.36 | | | | | | 344,042 | | | ||
Richard Makara | | | | | 2/24/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,000 | | | | | | 16.36 | | | | | | 322,539 | | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant 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(3) | | | Market Value of Shares of Units of Stock That Have Not Vested(4) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | |||||||||||||||||||||||||||
Derek Chalmers, Ph.D., D.Sc. President and Chief Executive Officer | | | | | 1/30/2014 | | | | | | 80,000 | | | | | | — | | | | | $ | 11.00 | | | | | | 1/30/2024 | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | |
| | | 6/15/2015 | | | | | | 165,000 | | | | | | — | | | | | | 10.82 | | | | | | 6/15/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/30/2016 | | | | | | 191,000 | | | | | | — | | | | | | 6.00 | | | | | | 3/30/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/8/2017 | | | | | | 210,937 | | | | | | 14,063(1) | | | | | | 17.41 | | | | | | 3/8/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/9/2018 | | | | | | 128,906 | | | | | | 58,594(1) | | | | | | 14.39 | | | | | | 3/9/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/6/2019 | | | | | | 102,812 | | | | | | 132,188(1) | | | | | | 16.10 | | | | | | 3/6/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | 20,833 | | | | | | 79,167(1) | | | | | | 16.36 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 756,500 | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,250 | | | | | | 624,113 | | | ||
Thomas Reilly Chief Financial Officer | | | | | 10/1/2020 | | | | | | — | | | | | | 175,000(2) | | | | | | 12.74 | | | | | | 10/1/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Frédérique Menzaghi, Ph.D. Chief Scientific Officer and Senior Vice President, Research and Development | | | | | 1/30/2014 | | | | | | 40,000 | | | | | | — | | | | | | 11.00 | | | | | | 1/30/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 6/15/2015 | | | | | | 60,000 | | | | | | — | | | | | | 10.82 | | | | | | 6/15/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/30/2016 | | | | | | 65,000 | | | | | | — | | | | | | 6.00 | | | | | | 3/30/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/8/2017 | | | | | | 70,312 | | | | | | 4,688(1) | | | | | | 17.41 | | | | | | 3/8/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/9/2018 | | | | | | 39,703 | | | | | | 18,047(1) | | | | | | 14.39 | | | | | | 3/9/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/6/2019 | | | | | | 65,625 | | | | | | 84,375(1) | | | | | | 16.10 | | | | | | 3/6/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | 6,666 | | | | | | 25,334(1) | | | | | | 16.36 | | | | | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,000 | | | | | | 242,080 | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,000 | | | | | | 272,340 | | | ||
Joana Goncalves, M.D. Chief Medical Officer | | | | | 10/22/2018 | | | | | | 135,416 | | | | | | 114,584(2) | | | | | | 19.27 | | | | | | 10/22/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/24/2020 | | | | | | 6,666 | | | | | | 25,334(1) | | | | | | 16.36 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,000 | | | | | | 242,080 | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,000 | | | | | | 332,860 | | | ||
Scott M. Terrillion General Counsel, Secretary and Chief Compliance Officer | | | | | 11/28/2016 | | | | | | 135,000 | | | | | | — | | | | | | 9.22 | | | | | | 11/28/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/9/2018 | | | | | | 31,968 | | | | | | 14,532(1) | | | | | | 14.39 | | | | | | 3/9/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/6/2019 | | | | | | 32,812 | | | | | | 42,188(1) | | | | | | 16.10 | | | | | | 3/6/2029 | | | | | | — | | | | | ��� | — | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | 6,666 | | | | | | 25,334(1) | | | | | | 16.36 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,000 | | | | | | 242,080 | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 302,600 | | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant 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(3) | | | Market Value of Shares of Units of Stock That Have Not Vested(4) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | |||||||||||||||||||||||||||
Richard Makara Vice President, Head of Accounting & Controller | | | | | 10/17/2014 | | | | | | 25,000 | | | | | | — | | | | | | 8.03 | | | | | | 10/17/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/30/2016 | | | | | | 9,167 | | | | | | — | | | | | | 6.00 | | | | | | 3/30/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/8/2017 | | | | | | 18,750 | | | | | | 1,250(1) | | | | | | 17.41 | | | | | | 3/8/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 8/17/2017 | | | | | | 16,666 | | | | | | 3,334(1) | | | | | | 13.51 | | | | | | 8/17/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/6/2018 | | | | | | 13,750 | | | | | | 6,250(1) | | | | | | 14.18 | | | | | | 3/6/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 3/6/2019 | | | | | | 13,125 | | | | | | 16,875(1) | | | | | | 16.10 | | | | | | 3/6/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2/24/2020 | | | | | | 6,250 | | | | | | 23,750(1) | | | | | | 16.36 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Stock Awards | | |||||||||
Name | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||
Derek Chalmers, Ph.D., D.Sc. | | | | | 38,750 | | | | | | 587,575 | | |
Thomas Reilly | | | | | — | | | | | | — | | |
Frédérique Menzaghi, Ph.D. | | | | | 45,500 | | | | | | 675,350 | | |
Joana Goncalves, M.D. | | | | | 34,000 | | | | | | 556,300 | | |
Scott M. Terrillion | | | | | 14,334 | | | | | | 216,376 | | |
Richard Makara | | | | | — | | | | | | — | | |
Name | | | Benefit(1) | | | Termination without Cause(1) | | | Resignation for Good Reason(1) | | | CIC Termination(1) | | |||||||||
Derek Chalmers, Ph.D., D.Sc. | | | Severance Payments | | | | $ | 576,800 | | | | | $ | 576,800 | | | | | $ | 576,800 | | |
| Payment of Employer Health Insurance Continuation | | | | | 729 | | | | | | 729 | | | | | | 729 | | | ||
| Target Bonus | | | | | 346,080 | | | | | | 346,080 | | | | | | 346,080 | | | ||
| Vesting Acceleration | | | | | — | | | | | | — | | | | | | 1,423,972 | | | ||
| Benefit Total | | | | $ | 923,609 | | | | | $ | 923,609 | | | | | $ | 2,347,581 | | | ||
Frédérique Menzaghi, Ph.D. | | | Severance Payments | | | | $ | 225,600 | | | | | | — | | | | | $ | 225,600 | | |
| Payment of Employer Health Insurance Continuation | | | | | 609 | | | | | | — | | | | | | 609 | | | ||
| Target Bonus | | | | | 180,480 | | | | | | — | | | | | | 180,480 | | | ||
| Vesting Acceleration | | | | | — | | | | | | — | | | | | | 527,775 | | | ||
| Benefit Total | | | | $ | 406,689 | | | | | | — | | | | | $ | 934,464 | | | ||
Joana Goncalves, M.D.(2) | | | Severance Payments | | | | $ | 338,400 | | | | | | — | | | | | $ | 338,400 | | |
| Payment of Employer Health Insurance Continuation | | | | | 561 | | | | | | — | | | | | | 561 | | | ||
| Target Bonus | | | | | 180,480 | | | | | | — | | | | | | 180,480 | | | ||
| Vesting Acceleration | | | | | — | | | | | | — | | | | | | 574,940 | | | ||
| Benefit Total | | | | $ | 519,441 | | | | | | — | | | | | $ | 1,094,381 | | | ||
Thomas Reilly(3) | | | Severance Payments(3) | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | |
| Payment of Employer Health Insurance Continuation(3) | | | | | 140 | | | | | | — | | | | | | 140 | | | ||
| Target Bonus(3) | | | | | 40,000 | | | | | | — | | | | | | 40,000 | | | ||
| Vesting Acceleration | | | | | — | | | | | | — | | | | | | 418,250 | | | ||
| Benefit Total | | | | $ | 140,140 | | | | | | — | | | | | $ | 558,390 | | |
•
The following table shows certain information with respect to the compensation of all of ournon-employee directors for the fiscal year ended December 31, 2018:
Director | Fees paid in cash(1) | Option awards(2) | Total | |||||||||
Martin Vogelbaum | $ | 108,000 | $ | 224,261 | $ | 332,261 | ||||||
Harrison M. Bains, Jr. | 60,000 | 224,261 | 284,261 | |||||||||
Jeffrey Ives, Ph.D. | 57,000 | 224,261 | 281,261 | |||||||||
Christopher Posner (3) | 24,000 | 470,289 | 494,289 | |||||||||
Dean Slagel (4) | 10,000 | — | 10,000 |
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The options for Mr. Vogelbaum, Mr. Bains and Dr. Ives described in the table above vest on theone-year anniversary of the grant date, subject to the director’s continued service as a director through such date. The options for Mr. Posner described in the table above vest over a three-year period in equal installments from the date of the grant, subject to Mr. Posner’s continued service as a director through each such vesting date. As of December 31, 2018, options to purchase 81,500 shares of common stock were held by Mr. Vogelbaum, Mr. Bains and Dr. Ives, of which 63,500 underlying shares were vested and immediately exercisable, and an option to purchase 35,000 shares of common stock was held by Mr. Posner, of which none of the underlying shares were vested or immediately exercisable.
Directors who are also full-time officers or employees of Cara do not receive any additional compensation for serving as directors. Therefore, Dr. Chalmers, our Chief Executive Officer and one of our directors, does not receive any additional compensation for his service as a director. Dr. Chalmers’ compensation as an executive officer is set forth above under “2018 Summary Compensation Table.”
The Board has adopted anon-employee director compensation policy. Under our director compensation policy, we will pay each of ournon-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the Board. The retainers paid during 2018 tonon-employee directors for service on the Board and for service on each committee of the Board on which the director is a member were as follows:
Member Annual Service Retainer | Chairman Additional Annual Service Retainer | |||||||
Board of Directors | $ | 40,000 | $ | 35,000 | (1) | |||
Audit Committee | 10,000 | 10,000 | ||||||
Compensation Committee | 7,500 | 7,500 | ||||||
Nominating and Corporate Governance Committee | 4,000 | 4,000 |
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We also reimburse ournon-employee directors for reasonable travel andout-of-pocket expenses incurred in connection with attending the Board and committee meetings. In addition, under our director compensation policy, upon initial election to the Board, eachnon-employee director will receive an option to purchase 35,000 shares with an exercise price equal to the fair market value of our common stock on the date of grant. Such option vests over three years in equal annual installments, subject to the director’s continued service as a director through each such vesting date. Further, on the date of each annual meeting of stockholders, eachnon-employee director that continues to serve as anon-employee member on the Board will receive an option to purchase 18,000 shares of our common stock with an exercise price equal to the fair market value of our common stock on the date of grant. Such option will vest on the earlier of the first-year anniversary of the date of grant and our next annual meeting of stockholders, subject to the director’s continued service as a director through such vesting date.
This policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.
Plan Category | | | Number of securities to be issued upon exercise of outstanding options (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b)(2) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding shares of common stock reflected in column (a))(c) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 5,421,893 | | | | | $ | 14.93 | | | | | | 284,380(3) | | |
Equity compensation plans not approved by security holders(4) | | | | | 47,500 | | | | | $ | 25.88 | | | | | | 252,500 | | |
Total | | | | | 5,469,393 | | | | | $ | 15.02 | | | | | | 536,880 | | |
Plan Category | Number of shares of common stock to be issued upon exercise of outstanding options (a) (1) | Weighted-average exercise price of outstanding options (b) (2) | Number of shares of common stock remaining available for future issuance under equity compensation plans (excluding shares of common stock reflected in column (a))(c) (3) | |||||||||
Equity compensation plans approved by stockholders (1) (2) | 4,004,422 | $ | 13.34 | 236,182 | ||||||||
Equity compensation plans not approved by stockholders | — | — | — | |||||||||
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Total | 4,004,422 | 236,182 | ||||||||||
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stock plan adopted pursuant to the “inducement exception” provided under Nadsaq Listing Rule 5635(c)(4) for the purpose of awarding (i) non-statutory stock options, (ii) restricted stock awards, (iii) restricted stock unit awards, and (iv) other stock awards to new employees as inducement material to such new employees entering into employment with us. The only persons eligible to receive grants of awards under the Inducement Plan are individuals who satisfy the standards for inducement grants in accordance with the Nasdaq listing rules, including individuals who were not previously an employee or director of Cara, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with Cara. An aggregate of 300,000 shares of common stock were reserved for issuance under the Inducement Plan.
2004 Stock Incentive Plan
| | | Year Ended December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
| | | (in thousands) | | |||||||||
Audit fees(a) | | | | $ | 616 | | | | | $ | 776 | | |
Audit-related fees | | | | | — | | | | | | — | | |
Tax fees | | | | | — | | | | | | — | | |
All other fees | | | | | — | | | | | | — | | |
Total | | | | $ | 616 | | | | | $ | 776 | | |
Name of beneficial owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% stockholders: | | | | | | | | | | | | | |
T. Rowe Price(1) | | | | | 2,429,235 | | | | | | 4.9% | | |
Blackrock, Inc.(2) | | | | | 3,632,266 | | | | | | 7.3 | | |
Rho Ventures VI, LP(3) | | | | | 2,799,058 | | | | | | 5.6 | | |
First Manhattan Co.(4) | | | | | 3,212,796 | | | | | | 6.4 | | |
Vifor (International) Ltd.(5) | | | | | 4,114,379 | | | | | | 8.2 | | |
Directors and named executive officers: | | | | | | | | | | | | | |
Derek Chalmers, Ph.D., D.Sc.(6) | | | | | 1,889,448 | | | | | | 3.7 | | |
Thomas Reilly | | | | | — | | | | | | — | | |
Frédérique Menzaghi, Ph.D.(7) | | | | | 486,954 | | | | | | 1.0 | | |
Scott M. Terrillion(8) | | | | | 264,446 | | | | | | * | | |
Joana Goncalves(9) | | | | | 192,735 | | | | | | * | | |
Richard Makara(10) | | | | | 117,250 | | | | | | * | �� | |
Martin Vogelbaum(11) | | | | | 126,500 | | | | | | * | | |
Harrison M. Bains, Jr.(12) | | | | | 114,500 | | | | | | * | | |
Jeffrey Ives, Ph.D.(13) | | | | | 83,500 | | | | | | * | | |
Christopher Posner(14) | | | | | 54,310 | | | | | | * | | |
Susan Shiff, Ph.D.(15) | | | | | 9,500 | | | | | | * | | |
All current executive officers and directors as a group (10 persons)(16) | | | | | 3,221,893 | | | | | | 6.2% | | |
There
23, 2021
CARA52
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