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5858
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TO BE HELD ON JUNE 19, 2019
To the Stockholders of Gritstone Oncology, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Gritstone Oncology, Inc., a Delaware corporation (the “Company”), will be held on June 19, 2019, at 9:00 a.m. Pacific Time. The Annual Meeting will be held entirely online to allow greater participation and improved communication, and provide cost savings for our stockholders and the Company. You will be able to attend and participate in the Annual Meeting online by visitingwww.virtualshareholdermeeting.com/GRTS2019, where you will be able to listen to the meeting live, submit questions and vote. The Annual Meeting will be held for the following purposes:
Time and Date | | June 17, 2024, at 10:00 a.m. Pacific Time | ||||
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Place | | | The Annual Meeting will be an entirely virtual meeting to be conducted via live webcast at www.virtualshareholdermeeting.com/GRTS2024. The virtual format allows us to increase stockholder access, while also saving time and money for both us and our stockholders. To join the Annual Meeting, you will need your 16-digit control number (“Control Number”) included on your Notice of Internet Availability of Proxy Materials and your Proxy Card. | |||
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Items of Business | | | 1. | | | To elect two Class |
| 2. | | | To ratify the selection, by the audit committee of the |
| 3. | | | To approve, on an advisory basis, the compensation of the Company’s named executive officers. | ||
| | | 4. | | | To indicate, on an advisory basis, the preferred frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers. | |
| | | 5. | | | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
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Record Date | | | Only stockholders who owned common stock of the Company at the close of business on April 22, 2024 are entitled to receive notice of and vote at the Annual Meeting or any adjournments or postponements thereof. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose germane to the meeting by inspection during ordinary business hours at our offices at 5959 Horton Street, Suite 300, Emeryville, CA 94608. If you are a current stockholder and would like to review the list, please contact our Investor Relations department at 5959 Horton Street, Suite 300, Emeryville, CA 94608 or, if you are a registered holder, please contact our transfer agent, Equiniti Trust Company, LLC, by email through their website at helpAST@equiniti.com or by phone at (866) 796-3419. | |||
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Board of Directors Recommendations | | | The Board of Directors recommends that you vote: | |||
| | | FOR the election of each of the director nominees (Proposal 1); | ||||
| | | FOR the ratification of the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); FOR the approval of the compensation of the Company’s named executive officers (Proposal 3); and For every ONE YEAR as the preferred frequency of stockholder advisory votes to approve the compensation of the Company’s named executive officers (Proposal 4). | ||||
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 22, 2019 (the “Record Date”) can vote at this meeting or any adjournments that take place.TABLE OF CONTENTS
The board of directors recommends that you vote:
FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement; and
FOR the ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement.
| | By Order of the Board of Directors | |
| | | ||
| | | /s/ Andrew Allen | |
| | | Andrew Allen, M.D., Ph.D. | |
President and Chief Executive Officer |
5858
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We have sent you17, 2024
This Proxy Statement summarizes information about the proposals to be considered and voted upon at the Annual Meeting and other information you may find useful in determining how to vote.
The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
www.gritstonebio.com.
This Proxy Statement, the Notice of Internet Availability, the Notice of Annual Meeting and accompanying Proxy Card were first made available for access by our stockholders on or about April 26, 2019 to all stockholders of record entitled to vote at the Annual Meeting.
Only stockholders
Stockholder of Record: Shares Registered in Your Name
If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting by attending the Annual Meeting online and following the instructions posted atwww.virtualshareholdermeeting.com/GRTS2019 or you may vote by proxy. Whether or not you plan to attend the Annual Meeting online, we encourage you to fill out and return the Proxy Card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting online at www.virtualshareholdermeeting.com/GRTS2019. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting by attending the Annual Meeting online unless you request and obtain a valid Proxy Card from your broker or other agent.
on and how do I vote?
How do I attend the Virtual Annual Meeting?
This year’s Annual Meeting will be held entirely online to allow greater participation and improved communication and provide cost savings for our stockholders and the Company. Stockholders of record as of April 22, 2019 will be able to attend and participate in the Annual Meeting online by accessing www.virtualshareholdermeeting.com/GRTS2019. To join the Annual Meeting, you will need to have your16-digit control number which is included on your Notice of Internet Availability of Proxy Materials and your proxy card.
Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.
How do I vote?
For Proposal 1, you may either vote “For” or “Withhold” your vote from, any of the nominees of the board of directors.
For Proposal 2, you may either vote “For” or “Against” or abstain from voting.
Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.
We provide internet proxy voting to allow you to vote your shares online before the Annual Meeting takes place, 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.
Who counts the votes?
We have engaged Broadridge Financial Solutions, Inc. (“Broadridge”) as our independent agent to tabulate stockholder votes, or Inspector of Election. If you are a stockholder of record, your executed Proxy Card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker returns one Proxy Card to Broadridge on behalf of all its clients.Card.
With respect to the election
With respect to
Votes will be counted by the Inspector of Election appointed for the Annual Meeting, who will separately count “For” and, with respect to Proposal 2, “Against” votes, abstentions and brokernon-votes. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to“non-routine” items. See below for more information regarding: “
What are “brokernon-votes”?
“non-routine”?
in connection with Proposal 2. The election of directors (Proposal 1) isProposals 1, 3 and 4 are considerednon-routine under applicable rules. A broker or other nomineeagent cannot vote without instructions onnon-routine matters, and therefore there may be brokernon-votes on Proposal 1.
Proposals 1, 3 and 4.
You may submit another properly completed proxy,Proxy Card, bearing a date later than the date of the original proxy.
You may sendgrant a subsequent proxy by telephone or over the internet.
| ○ | Enter a new vote over the Internet, by telephone or by signing and returning another proxy card bearing a later date; |
| ○ | Provide written notice of the revocation to Corporate Secretary |
If you are the beneficial owner of your shares (shares registered in the name of a broker, bank or other nominee), you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.
Implications of being an “emerging growth company.”
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and nonon-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of: (1) December 31, 2023, (2) the last day of the fiscal year in which we have total annual gross
revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our common stock held bynon-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year or (4) the date on which we have issued more than $1.0 billion innon-convertible debt securities during the prior three-year period.
boardBoard of directorsDirectors 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 staggered, three-year term. Unless the boardOne class of directors determines that vacancies (including vacancies created by increases in the number of directors) shall be filledis elected by the stockholders and except as otherwise provided by law, vacancies onat each annual meeting, to serve from the boardtime of directors may be filled only bytheir election until the affirmative votethird annual meeting of a majoritystockholders following their election.the remaining directors. A director elected by the board of directors to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.The board of directorsDirectors currently consists of seveneight seated directors, divided into the three following classes:•Class I directors:Andrew Allen, M.D., Ph.D. and Judith Li, Annual Meeting;•Class II directors:Richard Heyman, Ph.D., Thomas Woiwode, Ph.D., and Nicholas Simon, whose current terms will expire at the annual meeting of stockholders to be held in 2020; and•Class III directors:Steve Krognes and Peter Svennilson, whose current terms will expire at the annual meeting of stockholders to be held in 2021.At each annual meeting of stockholders the successors to directorsbe held in 2025;
stockholders to be held in 2026; and
Shares represented by executed proxies will be voted, if authority Mr. Krognes informed the Board of Directors of his decision not to do so is not withheld,stand for reelection at the Annual Meeting on April 24, 2024 and the Board of Directors subsequently determined to reduce the size of the Board of Directors to seven members effective immediately prior to the election of directors at the two nominees named below. Annual Meeting. The Board of Directors thanks Mr. Krognes for his service.
Name | Age | Position/Office Held With the Company | Director Since | |||||
Class I Directors whose terms expire at the Annual Meeting |
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Andrew Allen, M.D., Ph.D. | 52 | President, Chief Executive Officer and Director | 2015 | |||||
Judith Li(1) | 35 | Director | 2017 | |||||
Class II Directors whose terms expire at the 2020 Annual Meeting of Stockholders |
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Richard Heyman, Ph.D.(1)(2) | 61 | Director | 2015 | |||||
Thomas Woiwode, Ph.D.(1)(2) | 47 | Director | 2015 | |||||
Nicholas Simon(3) | 65 | Director | 2015 | |||||
Class III Directors whose terms expire at the 2021 Annual Meeting of Stockholders |
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Steve Krognes(2)(3) | 50 | Director | 2018 | |||||
Peter Svennilson(3) | 57 | Director | 2015 | |||||
Name | | | Class | | | Age | | | Position/Office | | | Director Since |
Andrew Allen, M.D., Ph.D. | | | I | | | 57 | | | President, Chief Executive Officer and Director | | | 2015 |
Naiyer Rizvi, M.D.(1)(3) | | | I | | | 60 | | | Director | | | 2021 |
Stephen Webster(2)(3) | | | I | | | 63 | | | Director | | | 2024 |
Shefali Agarwal, M.D., M.P.H.(2) | | | II | | | 50 | | | Director | | | 2021 |
Lawrence Corey, M.D.(1) | | | II | | | 77 | | | Director | | | 2022 |
Clare Fisher(1) | | | III | | | 51 | | | Director | | | 2022 |
Elaine Jones, Ph.D.(2)(3) | | | III | | | 69 | | | Director and Chairperson of the Board of Directors | | | 2020 |
| (1) | Member of the nominating and corporate governance committee. |
| (2) | Member of the compensation committee. |
| (3) | Member of the audit committee. |
Judith LiChief Executive Officer and President.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE ELECTION OF EACH NAMED NOMINEE.
Directors Continuing in Office Until the 2020 Annual Meeting of Stockholders
Richard Heyman, Ph.D. has served as a member of our board of directors since November 2015. Dr. Heyman is executive chairman andco-founder of Metacrine, Inc., a biotechnology company developing new therapeutics for the treatment of liver and gastrointestinal diseases. He also is theco-founder and chairman of ORIC Pharmaceuticals, which is developing drugs to overcome resistance in cancer. Previously, Dr. Heyman
served as president and chief executive officer of Seragon Pharmaceuticals Inc., or Seragon, a privately-held biotechnology company, which was acquired by Genentech in 2014. Prior to Seragon, heco-founded and served as president and chief executive officer of Aragon Pharmaceuticals, Inc., or Aragon, until it was purchased by Johnson & Johnson in 2013. He has been involved in the discovery and development of multiple therapeutic agents approved by the FDA, including the recently approved prostate cancer drug, Erleada. Dr. Heyman is a venture partner for Arch Ventures and serves on the Board of Directors for Ymanity Therapeutics and Vividion Therapeutics. He is Vice Chair of the Board of Trustees at the Salk Institute, on the Board Foundation for the American Association for Cancer Research, or AACR, and on the executive committee at the University of California at San Diego Moores Cancer Center. He has won numerous awards including Ernst and Young San Diego Regional Entrepreneur of the Year and the Endocrine Society Outstanding Innovation Award. Dr. Heyman received a B.S. in chemistry from the University of Connecticut and a Ph.D. in pharmacology from the University of Minnesota. He was an NIH post-doctoral fellow and staff scientist at the Salk Institute. We believe that Dr. Heyman is qualified to serve on our board of directors due to his educational background and his experience as a board member and senior executive of biotechnology and pharmaceutical companies.
Nicholas Simon
Thomas Woiwode, Ph.D.Office Until the 2026 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2021 Annual Meeting of Stockholders
Steve Krognes has served as a member of our board of directors since July 2018. Mr. Krognes has served as chief financial officer of Denali Therapeutics Inc., or Denali, since October 2015. Mr. Krognes joined Denali from Genentech, where he served as chief financial officer and a member of the executive committee from April 2009 to September 2015. Mr. Krognes also oversaw Genentech’s site services organization between 2011 and 2015, and Genentech’s information technology organization between 2009 and 2011. He chaired the Genentech Access to Care Foundation between 2009 and 2015. From January 2004 to April 2009, Mr. Krognes served as head of mergers and acquisitions and a member of the finance executive committee at Roche, a Swiss biotechnology company. From July 2002 to December 2003, Mr. Krognes served as director of mergers and acquisitions at Danske Bank based in Norway. From April 2000 to June 2002, he was a venture capitalist with Pylonia Ventures, a Swedish venture investments company. Prior to that, Mr. Krognes worked as a consultant at McKinsey & Company and an investment banker at Goldman Sachs, based in London and Boston. Mr. Krognes currently serves as a member of the boards of directors of Corvus Pharmaceuticals, a publicly traded biopharmaceutical company, and RLS Global AB, a Swedish life sciences company. Mr. Krognes served as a board member of the California Life Sciences Association between 2010 and 2015, and the California Academy of Sciences, a private scientific and educational institution, between 2014 and 2018. He received his M.B.A. from Harvard Business School and his B.S. in economics from the Wharton School of the University of Pennsylvania. We believe Mr. Krognes is qualified to serve on our board of directors due to his experience as a board member and senior executive of biotechnology and pharmaceutical companies.
Peter Svennilson has served as a member of our board of directors since September 2015. In February 2007, Mr. Svennilson founded The Column Group, LP, or The Column Group, a San Francisco-based biotechnology venture capital firm, and currently serves as its managing partner. Mr. Svennilson also currently serves as a member of the board of two other public companies, NGM Biopharmaceuticals, Inc. and Constellation Pharmaceuticals. In addition, Mr. Svennilson serves on the board of ORIC Pharmaceuticals, Inc., a private biotechnology company. Previously, he served as chairman of the board of Seragon from January 2008 until it was acquired by Genentech in August 2014. He was the chairman of the board of Aragon from May 2009 until it was acquired by Johnson & Johnson in August 2013. Mr. Svennilson was also a board member of Ribon Therapeutics, Inc., a private biotechnology company from 2017 to 2019, Immune Design Corp., from 2014 until 2018, and PTC Therapeutics, Inc. from 2012 until 2014. Prior to founding The Column Group, he founded Three Crowns Capital, where he served as its managing partner from June 1996 to February 2007. From 1996 to 2006, Mr. Svennilson served as a board member of multiple biotechnology companies, including Rosetta Inpharmatics LLC, ChemoCentryx, Inc. and Somalogic, Inc. Prior to founding Three Crowns Capital, from 1987 to 1993 he was the associate managing director in charge of European Investment Banking Origination at Nomura Securities in London. Mr. Svennilson is currently a trustee for the Institute for Advanced Study in Princeton, New Jersey. Mr. Svennilson received an M.B.A. from the Stockholm School of Economics and Finance. We believe that Mr. Svennilson is qualified to serve on our board of directors due to his experience in the venture capital industry and in serving as a director of other public life science companies.
Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) Total Fees Audit fees are fees for professional services for the audit of Audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of Tax fees are fees for tax compliance, tax advice and tax planning.boardBoard of directorsDirectors has engaged Ernst & Young LLP (“EY”),EY, as our independent registered public accounting firm for the fiscal year ending December 31, 2019,2024, and is seeking ratification of such selection by our stockholders at the Annual Meeting. EY has audited our financial statements for each of our fiscal years since the fiscal year ended December 31, 2015. Representatives of EY are expected to be in attendance online 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.Neithernoror other governing documents, or in any applicable law, requirerequires stockholder ratification of the selection of EY as our independent registered public accounting firm. However, the audit committee is submitting the selection of EY to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain EY. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.20182023 and 2017.2022. The audit committee approved all of the fees described below and incurred since our initial public offering (“IPO”) in October 2018. Year Ended
December 31, 2018 2017 $ 2,044,000 $ 281,000 — — 22,000 — 3,000 — $ 2,069,000 $ 281,000 (1) the Company’s 2018our 2023 and 20172022 consolidated financial statements, the review of quarterly condensed consolidated financial statements, and for services that are normally provided by the accountant in connection with other statutory and regulatory filings or engagements. Fees for the year ended December 31, 2018 include services associated with our IPO, which was completed in October 2018.(2) a company’sour consolidated financial statements.(3) (4)Represents fees related to accessing Ernst & Young LLP’s online research database in 2018.
andwhich is available at http://www.gritstoneoncology.com.www.gritstonebio.com.
The audit committee approved all of the audit, audit-related, tax and other services provided by EY for 2017 and alleach of the audit, audit-related, taxyears ended December 31, 2023 and other services provided by EY in 2018 following our IPO in October 20182022 and, in each case, the estimated costs of thosesuch services. Actual amounts billed, to the extent in excess of the estimated amounts, are periodically reviewed and approved by the audit committee.
THE
Act. 2023.Securities Exchange Act of 1934, as amended.boardBoard of directors.Directors. The audit committee’s functions are more fully described in its charter, which is available on our website at http://www.gritstoneoncology.com.www.gritstonebio.com. Management has the primary responsibility for our consolidated financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management Gritstone’s audited consolidated financial statements as of and for the year ended December 31, 2018.Auditing Standard No. 1301, “Communications with Audit Committees” issued bythe applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”(“PCAOB”) and the Securities and Exchange Commission (“SEC”). In addition, the audit committee discussed with EY their independence and received from EY the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the audit committee discussed with EY, with and without management present, the scope and results of EY’s audit of such financial statements.boardBoard of directorsDirectors that such audited consolidated financial statements be included in our Annual Report on Form10-K for the year ended December 31, 20182023 for filing with the SEC. The audit committee also has engaged EY as our independent registered public accounting firm for the fiscal year ending December 31, 20192024 and is seeking ratification of such selection by the stockholders.ChairChairperson
www.gritstonebio.com.directors,consultants, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at http://www.gritstoneoncology.com.www.gritstonebio.com. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.guidelines to enhance our effectiveness.guidelines. Our boardBoard of directorsDirectors adopted these corporate governance guidelines in order to ensure that it has the necessary policies and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The corporate governance guidelines are also intended to align the interests of directors and management with those of our stockholders. The corporate governance guidelines set forth the policies and practices our boardBoard of directorsDirectors follows with respect to, boardamong other items, Board of directorsDirectors and committee composition and selection, boardmeetings of directors meetings,the Board of Directors, Chief Executive Officer performance evaluation and succession planning. A copy of ourThe corporate governance guidelines isare available on our website at http://www.gritstoneoncology.com.Global SelectStock Market LLC’s (“Nasdaq”) rules and regulations, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by such board. Thecompany’s board of directors consults with the Company’s counsel to ensure that the board of directors’ determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.Consistent with these considerations, our board of directors has determined that all of our directors, other than Dr. Allen, qualify as “independent” directors in accordance with the Nasdaq listing requirements. Dr. Allen is not considered independent because he is an employee of Gritstone. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us.boardBoard of directorsDirectors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our boardBoard of directors,Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our boardBoard of directorsDirectors considered information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.boardBoard of directorsDirectors are comprised entirely of directors determined by the boardBoard of directorsDirectors to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.and corporate governance guidelines provide our boardBoard of directorsDirectors with flexibility to combine or separate the positions of Chairmanchair of the boardBoard of directorsDirectors and Chief Executive Officer. The Board of Directors believes that it is important to retain the flexibility to allocate the responsibilities of the offices of chair of the Board of Directors and Chief Executive Officer andin any manner that it determines to implement a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. While we do not currently havethe Company at any point in time. Since May 2020, Elaine Jones, Ph.D., who is considered an appointed Chairman or lead independent director, has served as chairperson of our Board of Directors. Dr. HeymanJones presides over theour executive sessions of the board of directors and acts as a liaison between our management and the boardBoard of directors.Directors.
appoints our independent registered public accounting firm; evaluates the independent registered public accounting firm’s qualifications, independence and performance; reviews and approves the scope of the annual audit and the audit fee; reviews and discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly consolidated financial statements; monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC; reviews and discusses with management our earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies; reviews all related party transactions on an ongoing basis; establishes procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal controls or auditing matters; annually reviews and assesses treasury functions, including cash management process; discusses on a periodic basis, or as appropriate, with management our policies, programs and reviews our compliance and ethics programs, including legal and regulatory requirements; reviews the audit committee charter and the committee’s performance at least annually.determines the engagement of the independent registered public accounting firm;approvespre-approves the retention of the independent registered public accounting firm to perform any proposed permissiblenon-audit services;is responsible for reviewingreviews our consolidated financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;procedurescontrols with respect to risk assessment;The currentare Messrs.were Mr. Krognes Simon and Svennilson.Drs. Rizvi and Jones, all of whom continue to serve on the committee. Mr. Krognes serves as the chairperson of the committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our boardBoard of directorsDirectors has determined that Mr. Krognes is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened independence standards. Our boardBoard of directorsDirectors has determined that each of the members of our audit committee areis independent under the applicable rules of the SEC and Nasdaq.Nasdaq for audit committee service. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the audit committee charter is available to security holders on the Company’s website at http://www.gritstoneoncology.com.www.gritstonebio.com.
addition, the compensation committee evaluated the independence www.gritstonebio.com.benefits of our officers and employees.benefits. The compensation committee reviews and approves or(or, with respect to our Chief Executive Officer, recommends to the Board of Directors for approval) corporate goals and objectives relevant to compensation of our executive officers, (other than our Chief Executive Officer), evaluates the performance of these officers in light of those goals and objectives and approves (or, with respect to our Chief Executive Officer, recommends to the Board of Directors for approval) the compensation of these officers based on such evaluations. The compensation committee also reviews and approves or makes recommendations(or, with respect to our boardChief Executive Officer, recommends to the Board of directors regardingDirectors for approval) the issuance of stock options and otherequity awards under our stock plans to our executive officers (other than our Chief Executive Officer).officers. The compensation committee reviews the performance of our Chief Executive Officer and makes recommendations to our board of directors with respect to his compensation and our board of directors retains the authority to make compensation decisions relative to our Chief Executive Officer. The compensation committee will review and evaluate,evaluates, at least annually, the performance of the compensation committee and its members, including compliance by the compensation committee with its charter. The current members of our compensation committee are Mr. Krognes and Drs. WoiwodeAgarwal and Heyman and Mr. Krognes.Jones. Dr. WoiwodeAgarwal serves as the chairperson of theour compensation committee. Each of the membersmember of our compensation committee is independent under the applicable rules and regulations of Nasdaq and is a“non-employee “non-employee director” as defined in Rule16b-3 promulgated under the Exchange Act. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the compensation committee charter is available to security holders on the Company’s website at http://www.gritstoneoncology.com.Ourwww.gritstonebio.com.has retained Radford, Inc.the Human Capital Solutions subdivision of Aon plc (“Radford”Aon”), a national compensation consulting firm, to serve as its independent compensation consultant and to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis, to provide the committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. RadfordAon reports directly to the compensation committee and does not provide anynon-compensation related services to the Company. The compensation committee reviewed the independence of Radford,Aon, employing the independence factors specified in the listing requirements of Nasdaq. Based on this assessment, the compensation committee determined that the engagement of RadfordAon does not raise any conflicts of interest or similar concerns. In of its other outside advisors to the compensation committee, including outside legal counsel, considering the same independence factors, and concluded that their work for the compensation committee does not raise any conflicts of interest.boardBoard of directorsDirectors regarding candidates for directorships and the size and composition of our boardBoard of directors.Directors. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced, and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our boardBoard of directorsDirectors concerning governance matters. The current members of our nominating and corporate governance committee are Ms. Fisher and Drs. HeymanCorey and Woiwode andRizvi. Ms. Li. Ms. LiFisher serves as the chairperson of the committee. Each of the membersmember of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the nominating and corporate governance committee charter is available to security holders on the Company’s website at http://www.gritstoneoncology.com.will considerconsiders director candidates recommended by stockholders. ForPursuant to our bylaws, for a stockholder to make anya nomination for election to the boardBoard of directorsDirectors at an annual meeting of stockholders, the stockholder must provide timely, written notice, in proper form, to the Company, whichSecretary of the Company. Such notice must be delivered to, or mailed and received at, the Company’sour principal executive offices not less than 90 days and not more than 120 days prior to theone-year anniversary of the preceding year’s annual meeting; provided that, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times, and in the forms, required under our bylaws. As set forth in our bylaws, submissions must include the name and address of the
bylaws, to comply with the SEC’s universal proxy rules, stockholders who wish to solicit proxies in support of director nominees other than our proposed nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 calendar days prior to the one-year anniversary of the preceding year’s annual meeting.
personal and professional integrity;
ethics and values;
ability to make mature business judgments;
professional and academic experience in the industries in which we compete;
experience as a board member or executive officer of another publicly held company;
strength of leadership skills;
geographic background, gender, age and ethnicity;
practical and mature business judgment.
Currently, our boardOur Board of directorsDirectors evaluates each individual in the context of the boardBoard of directorsDirectors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
Board Diversity Matrix (as of April 19, 2024) | ||||||||||||
Number of Directors | | | 7 | | | | | |||||
Part I: Gender Identity | | | Female | | | Male | | | Non-Binary | | | Prefer Not to Disclose |
Directors | | | 3 | | | 4 | | | — | | | — |
Part II: Demographic Background | | | | | | | | | ||||
Asian | | | 1 | | | 1 | | | — | | | — |
White | | | 2 | | | 3 | | | — | | | — |
Directors.2018,the year ended December 31, 2023, (i) our boardBoard of directorsDirectors met sevenfive (5) times, the(ii) our audit committee met twofour (4) times, the(iii) our compensation committee met threefive (5) times, and the(iv) our nominating and corporate governance committee met zero times. During 2018,four (4) times and (v) each boardmember of directors member, except for Judith Li and Peter Svennilson,the Board of Directors attended at least 75% of the meetings of the boardBoard of directorsDirectors and of the committees of the boardBoard of directorsDirectors on which he or she served, in each case, to the extent appointed as a board of directors member at the relevant time of each meeting.served. We encourage all of our directors and nominees for director to attend our annual meetingmeetings of stockholders.the boardour Board of directorsDirectors or any specified individual directors,director, such correspondence should be sent to the attention of the Corporate Secretary, at 58585959 Horton Street, Suite 210,300, Emeryville, CA 94608. The Corporate Secretary will forward the communication to the boardBoard of directors.2018, Thomas Woiwode, Ph.D., Richard Heyman, Ph.D.,2023, the members of our compensation committee were Mr. Steve Krognes and Patrick Mahaffy (a former memberDrs. Shefali Agarwal and Elaine Jones. Dr. Agarwal serves as the chairperson of our board of directors) served as members of our compensationthe committee. None of the members of ourthe compensation committee during 2018 nor any of the current members of the committee has at any time been one of our officers or employees. None of our executive officers currently serves or in the past fiscal year has served, as a member of the boardBoard of directorsDirectors or compensation committee of any entity that has one or more executive officers on our boardBoard of directorsDirectors or compensation committee.
2024 Financing. Policies and Procedures for Related 20182023 to which we have been a party in which the amount involved exceeds $120,000 and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.SalesPurchases of SecuritiesSeries C Convertible Preferred Stock FinancingIn June, July and August 2018, we issued an aggregate of 1,611,603sold (i) 8,333,333 shares of our Series C convertible preferredcommon stock (“Shares”) and accompanying common warrants (the “Accompanying Warrants”) to purchase up to 8,333,333 shares of common stock at a price per share exercise price of $13.04 (in each case, after giving effect$1.65 (the “Accompanying Warrant Shares”) (provided, however, that the purchaser may elect to exercise the1-for-6.9 reverse stock split of our outstanding capital stock we effected on September 20, 2018) Accompanying Warrants for aggregate proceedspre-funded warrants (the “Accompanying Pre-Funded Warrants”) to us of approximately $21.0 million. Of these shares, we sold 153,360purchase shares of Series C convertible preferredcommon stock (the “Accompanying Pre-Funded Warrant Shares”) in lieu of shares of common stock at an exercise price of $1.65 minus $0.0001, the exercise price of each Accompanying Pre-Funded Warrant), at a combined purchase price of $1.50 per Share and Accompanying Warrant, and (ii) to certain entities affiliated with Redmile Group, LLC in lieu of common stock, pre-funded warrants to purchase up to 13,334,222 shares of common stock at a per share exercise price of $0.0001 (the “Initial Pre-Funded Warrants”) and Accompanying Warrants to purchase up to 13,334,222 Accompanying Shares or up to 13,334,222 Accompanying Pre-Funded Warrants, at a combined purchase price of $1.4999 per Initial Pre-Funded Warrant and Accompanying Warrant, which beneficially ownedrepresents the per share combined purchase price for the Shares and Accompanying Warrants less the $0.0001 per share exercise price for each such Initial Pre-Funded Warrant.immediately prior to and followingin the transaction.Participation in IPOCertainaggregate. No other beneficial owners of more than 5% of our stockholders, including entities affiliated with certain of our directors, purchased, and we directed allocations for, an aggregate of approximately $31.0 million of shares of our commoncapital stock participated in our initial public offering at the public offering price and on the same terms as the other purchasers in this offering and not pursuant to anypre-existing contractual rights or obligations.“Executive Compensation”“Executive Compensation” and “Director Compensation”“Director Compensation” for information regarding compensation of directors and executive officers.“Executive“Executive Compensation—Narrative to Summary Compensation Table and Outstanding Equity Awards at 20182023 Fiscal Year End.End.”Investors’ Rights AgreementWe entered into an amended and restated investors’ rights agreement with the purchasers of our outstanding preferred stock and certain of our other stockholders, including entities with which certain of our directors are affiliated. As of December 31, 2018, the holders of approximately 19.4 million shares of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act.PartyPerson TransactionsboardBoard of directorsDirectors has adopted a written related personparty transaction policy setting forth the policies and procedures for the review and approval or ratification of related personparty transactions. This policy covers, with certain exceptions set forth in Item 404 ofRegulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 (or the transaction is otherwise material based on the facts and circumstances) and a related person had or will have a direct or indirect material interest, including without limitation purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related
Columbia University. Head of theof Gritstone are set forth below withand their respective ages as of April 22, 2019:2024: NameAgePosition(s) 52 Jean-Marc Bellemin 47 41 47 Global Head of Regulatory Affairs and Quality AssuranceChief Operating Officer 54 Chief Scientific OfficerRaphaël Rousseau, M.D., Ph.D.50Executive Vice President, Chief Medical OfficerRoman Yelensky, Ph.D.40Executive Vice President, Chief Technology Officerand Developmentregardrespect to our executive officers (except for Dr. Allen, whose biographical information appears above under “Nominees for Election to a Three-Year Term Expiring at the 2022 Annual Meetingas of Stockholders”) as of April 22, 2019:Jean-Marc Bellemin2024. For the biography of Dr. Allen, see “Proposal 1: Election of Directors— Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders”.of Finance and Chief Financial Officer since January 2018.June 2021. Prior to Gritstone, from January 2008 to December 2017, Mr. BelleminMs. Economides served as senior vice president, market access, business solutionsSenior Vice President, Strategy and services of Actelion Pharmaceuticals USExternal Affairs at Kezar Life Sciences, Inc. (“Kezar”), or Actelion, a public biotechnology company until Actelion was acquired by Johnson & Johnsontargeting immune-mediated diseases and cancer. Before joining Kezar in 2017. Prior to Actelion, Mr. Bellemin held several2019, she served as Vice President, Corporate Affairs at Aurinia Pharmaceuticals, Inc., a public biotechnology company that delivered the first FDA-approved oral treatment (an immunotherapy) for lupus nephritis. Previously, Ms. Economides served as Director of Global Medical Affairs and director of Clinical Operations at BioMarin Pharmaceutical, Inc. (“BioMarin Pharmaceutical”), a public biotechnology company, after the company’s acquisition of Prosensa Holding N.V., where she led IR and corporate communications. Earlier in her career, Ms. Economides led investor relations and program development at the Biotechnology Innovation Organization (BIO) and worked at a healthcare-focused hedge fund and in financial leadership roles at Guerbet Group. Mr. Belleminservices focusing on the biotechnology sector. Ms. Economides received a university degree in economics, a master’s degree in financeB.A. from Université Paris Dauphine, a postgraduate degree in finance and accounting from Université Paris IIPanthéon-AssasMcGill University and an M.B.A.M.P.H. in Health Policy and Management from the ESSEC Business School in Paris, France.or Foundation Medicine,then a public molecular diagnostics company (subsequently acquired by Roche), most recently serving as vice president, corporateVice President, Corporate and business development.Business Development. Previously, he held roles in business development, marketing and product management across multiple divisions of Thermo Fisher Scientific, Inc., a public company. In 2022, Dr. Hawryluk was recognized by Pharmaceutical Executive magazine as a leading business executive in the pharmaceutical and biotechnology industries. Since December 2022, Dr. Hawryluk has served on the board of directors of Predictive Oncology Inc., a public biotechnology company. Dr. Hawryluk has also served on the Advisory Board of PathAI, Inc., a private biotechnology company, since March 2020. Dr. Hawryluk received a B.S. from the University of Notre Dame, a Ph.D. in cell biology and protein biochemistry from the University of Pittsburgh School of Medicine and an M.B.A. at Carnegie Mellon University’s Tepper School of Business as a Swartz Entrepreneurial Fellow.sincefrom May 2016.2016 to February 2021. Prior to Gritstone, from July 2014 to April 2016, Mr. Jones served as vice president, global headVice President, Global Head of regulatory affairs, medical writing, pharmacologyRegulatory Affairs, Medical Writing, Pharmacology and toxicologyToxicology at Puma Biotechnology, Inc., or Puma, a public biopharmaceutical company. Prior to Puma,that, Mr. Jones served as director, regulatory affairsDirector, Regulatory Affairs at BioMarin Pharmaceutical Inc. from July 2012 to July 2014. Earlier in his career, Mr. Jones held various positions at Genentech, Inc., or Genentech, a biotechnology corporation and subsidiaryincluding Head of Roche, including head of regulatory intelligenceRegulatory Intelligence and leader of the HER Franchise Regulatory Group. Mr. Jones received a B.S. in microbiology and chemistry from the University of Pittsburgh and an M.S. in computer systems from Pennsylvania State University.sincefrom April 2016.2016 to March 2021. Prior to Gritstone, from May 2009 to April 2016, Dr. Jooss served as headHead of cancer immuno-therapeuticsCancer Immuno-Therapeutics in the vaccine immuno-therapeutics department at Pfizer, Inc., or Pfizer, a public pharmaceutical company, where she was also a member of the vaccine immuno-therapeutics leadership team and served as head immuno-pharmacology team.
Raphaël Rousseau, M.D., Ph.D.has served as our Executive Vice President, Chief Medical Officer since April 2017. Prior to Gritstone, from July 2012 to March 2017, Dr. Rousseau served as senior group medical director and global franchise head, pediatrics of Genentech. Before Genentech, Dr. Rousseau was senior medical director and lead of the pediatric global development team at Roche from October 2010 to June 2012, and international medical leader, hematology, at Roche from January 2009 to September 2010. Before joining Roche, Dr. Rousseau was a professor of medical and pediatric oncology at the Université Claude Bernard in Lyon, France. At the Léon Bérard Comprehensive Cancer Center in Lyon, Dr. Rousseau was head of the pediatric translational research program. Earlier in his career, he was a clinical fellow at Texas Children’s Cancer Center and a research fellow at the Center for Cell and Gene Therapy at Baylor College of Medicine in Houston. He received a Ph.D. in therapeutic biotechnologies at the Université Denis Diderot and an M.D. from Université René Descartes, both in Paris. He is board certified in pediatrics and has asub-specialty certification in pediatric hematology-oncology.
Roman Yelensky, Ph.D. has served as our Executive Vice President, Chief Technology Officer since March 2017. He joined Gritstone at its inception in October 2015 as executive vice president of sequencing and bioinformatics. Prior to Gritstone, from July 2010 to September 2015, Dr. Yelensky served as vice president of biomarker and companion diagnostic development at Foundation Medicine. Prior to Foundation Medicine, Dr. Yelensky was a senior scientist in biomarker development at Novartis AG from April 2009 to July 2010. He received a B.A. in computer science from Cornell University, an M.S. in computer science from Stanford University and a Ph.D. in bioinformatics and integrative genomics from theHarvard-MIT Division of Health Sciences and Technology.
Andrew Allen, M.D., Ph.D., President and Chief Executive Officer; However, we believe the additional narrative disclosure with respect to our executive compensation program will provide our stockholders with further information regarding our company and our executive compensation program and practices and therefore will assist in their consideration of Proposal 3, the non-binding advisory vote with respect to named executive officer compensation. Name and Principal Position Jayant Aphale, Ph.D.(6) Former EVP of Technical Operations The amounts included in this column reflect the aggregate grant date fair value of all options granted during 2023 and The amounts included in this column reflect the aggregate grant date fair value of all restricted stock units granted during 2023 and 2022 that were calculated based on the closing market price of our common stock on the date of grant, in accordance with the provisions of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation.In 2018, ourOur named executive officers in 2023, and their positions, were as follows:Jean-Marc Bellemin,Karin Jooss, Ph.D., Executive Vice President and Head of Research & Development; andFinancial Officer;Operating Officer.Roman Yelensky, Ph.D., Executive Vice PresidentThis overview and Chief Technology Officer;narrative (“Compensation Disclosure”) describes the key elements of our executive compensation program andJayant Aphale, Ph.D., Former Executive Vice President of Technical Operations.Dr. Aphale ceased serving as compensation decisions for our Executive Vice President of Technical Operations and began serving asnamed executive officers for 2023. This Compensation Disclosure is intended to be read in conjunction with the tables that immediately follow this section, which provide additional compensation information for our named executive officers. As a Special Advisor to the Chief Executive Officer on December 7, 2018. Dr. Aphale terminated employment with us on March 12, 2019. As an “emerging growth“smaller reporting company” as defined in the JOBS Act,Item 10(f)(1) of Regulation S-K, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growthsmaller reporting companies.thecash and equity compensation of our named executive officers duringfor the fiscal years ended December 31, 2018 and 2017. Year Salary ($) Bonus($)(1) Option
Awards
($)(2) Non-Equity
Incentive Plan
Compensation
($)(3) All Other
Compensation
($)(4) Total ($) Andrew Allen, M.D., Ph.D. 2018 �� 475,250 921,566 250,100 5,500 1,652,416 President and Chief Executive Officer 2017 435,625 — 156,825 — 592,450 Jean-Marc Bellemin(5)
EVP and Chief Financial Officer 2018 359,470 25,000 704,908 152,420 3,766 1,245,564 Roman Yelensky, Ph.D.
EVP and Chief Technology Officer 2018 341,667 470,270 125,861 5,256 943,054 2018 274,318 119,000 990,123 515,232 1,898,673 (1) Mr. Bellemin received a $25,000 signThe amounts included in this column represent discretionary adjustments made to payments under our annual cash bonus program. Bonus payments earned based on performance pursuant to our annual cash bonus program are disclosed in connection with the commencement of his employment with us. Dr. Aphale’s 2018 bonus was fixed at the amount shown irrespective of performance as part of a Transition and Separation Agreement entered into with Dr. Aphale in connection with his transition and separation from employment with us. For additional details, see the description of the Transition and Separation Agreement below under the heading “Transition and Separation Agreement”column “Non-Equity Incentive Plan Compensation”.(2) in the case of certain of Dr. Aphale’s stock options, incremental fair value, of stock options computed2022 that were calculated in accordance with the provisions of Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation. The assumptions that we used to calculate these amounts are discussed in Note 1011 to ourthe consolidated financial statements for the year ended December 31, 2018 included in our Annual Report onthe Form10-K for the year ended December 31, 2018. The incremental fair value included for Dr. Aphale of $388,258 related to the deemed modification of his stock options permitting them to remain outstanding and continue to vest from December 7, 2018 to March 12, 2019 during which time Dr. Aphale did not provide substantial services to us.(3) (4) The amounts included in this column reflect bonus payments earned based on performance pursuant to our annual cash bonus program.
|
| (5) |
|
|
| Option Awards | Stock Awards | |||||||||||||||||||||||||||
Name | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | |||||||||||||||||||||
Andrew Allen, M.D., Ph.D. | 08/01/15 | (3) | — | — | — | — | 241,546 | 3,731,886 | ||||||||||||||||||||
| 09/27/18 | (4) | 8,876 | 133,152 | 9.59 | 08/06/28 | — | — | |||||||||||||||||||||
Jean-Marc Bellemin | 02/07/18 | — | 166,542 | 3.17 | 02/06/28 | — | — | |||||||||||||||||||||
| 09/27/18 | (4) | 3,215 | 48,233 | 9.59 | 08/06/28 | — | — | |||||||||||||||||||||
Roman Yelensky, Ph.D. | 10/27/15 | (3) | — | — | — | — | 26,854 | (7) | 414,894 | |||||||||||||||||||
| 02/08/17 | 22,191 | 28,533 | 0.76 | 02/07/27 | — | — | ||||||||||||||||||||||
| 09/27/18 | (4) | 4,528 | 67,935 | 9.59 | 08/06/28 | — | — | |||||||||||||||||||||
Jayant Aphale, Ph.D.(5) | 03/12/18 | — | 72,463 | 9.59 | 08/06/28 | — | — | |||||||||||||||||||||
| 09/27/18 | (4) | 1,222 | 18,342 | 9.59 | 08/06/28 | — | — | |||||||||||||||||||||
| | | Option Awards | | | Stock Awards | ||||||||||||||||
Name | | | Vesting Start Date(1) | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Shares Underlying Unexercised Options (#) Unexercisable | | | Exercise Price of Option Awards ($) | | | Option Expiration Date | | | Number of Shares of Stock That Have Not Vested (#)(1) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) |
Andrew Allen, M.D., Ph.D. | | | 02/01/2023 | | | — | | | — | | | — | | | — | | | 239,309(4) | | | 488,190 |
| | 02/01/2023 | | | — | | | — | | | — | | | — | | | 436,836(3) | | | 891,145 | ||
| | 01/31/2022 | | | 196,458 | | | 213,542 | | | 5.46 | | | 01/30/2032 | | | — | | | — | ||
| | 01/07/2021 | | | — | | | — | | | — | | | — | | | — | | | — | ||
| | 03/08/2021 | | | 199,375 | | | 90,625 | | | 13.87 | | | 03/07/2031 | | | — | | | — | ||
| | 03/01/2020 | | | 257,812 | | | 17,188 | | | 8.91 | | | 02/24/2030 | | | — | | | — | ||
| | 03/01/2019 | | | 180,000 | | | — | | | 12.02 | | | 02/12/2029 | | | — | | | — | ||
| | 09/27/2018 | | | 142,028 | | | — | | | 9.59 | | | 08/06/2028 | | | — | | | — | ||
Karin Jooss, Ph.D. | | | 02/01/2023 | | | — | | | — | | | — | | | — | | | 82,397(4) | | | $168,090 |
| | 02/01/2023 | | | — | | | — | | | — | | | — | | | 149,070(3) | | | $304,103 | ||
| | 01/31/2022 | | | 79,350 | | | 86,250 | | | 5.46 | | | 01/30/2032 | | | — | | | — | ||
| | 03/08/2021 | | | 68,750 | | | 31,250 | | | 13.87 | | | 03/07/2031 | | | — | | | — | ||
| | 03/01/2020 | | | 103,125 | | | 6,875 | | | 8.91 | | | 02/24/2030 | | | — | | | — | ||
| | 03/01/2019 | | | 66,000 | | | — | | | 12.02 | | | 02/12/2029 | | | — | | | — | ||
| | 09/27/2018 | | | 51,448 | | | — | | | 9.59 | | | 08/06/2028 | | | — | | | — | ||
Erin Jones | | | 02/01/2023 | | | — | | | — | | | — | | | — | | | 82,479(4) | | | $168,257 |
| | 02/01/2023 | | | — | | | — | | | — | | | — | | | 149,070(3) | | | $304,103 | ||
| | 01/31/2022 | | | 78,110 | | | 84,903 | | | 5.46 | | | 01/30/2032 | | | — | | | — | ||
| | 01/07/2021 | | | — | | | — | | | — | | | — | | | — | | | — | ||
| | 03/08/2021 | | | 68,750 | | | 31,250 | | | 13.87 | | | 03/07/2031 | | | — | | | — | ||
| | 03/01/2020 | | | 131,250 | | | 8,750 | | | 8.91 | | | 02/24/2030 | | | — | | | — | ||
| | 03/01/2019 | | | 66,000 | | | — | | | 12.02 | | | 02/12/2029 | | | — | | | — | ||
| | 09/27/2018 | | | 28,985 | | | — | | | 9.59 | | | 08/06/2028 | | | — | | | — | ||
| | 03/01/2017 | | | 14,492 | | | — | | | 0.76 | | | 02/07/2027 | | | — | | | — | ||
| | 05/09/2016 | | | 28,971 | | | — | | | 0.35 | | | 05/17/2026 | | | — | | | — | ||
| (1) |
Stock options vest |
| (2) | Amounts |
| (3) | Restricted stock |
|
|
For 20182023 Fiscal Year End2018our company.the Company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.fiscal year 2018,2023, our Board of Directors approved increases to base salaries for our named executive officers, in each case based on performance and evaluation of the third-party market compensation data and recommendations from Aon, as necessary, to be competitive with our peer group.$500,000, Mr. Bellemin’s$650,000, Dr. Jooss’ base salary was $365,000, Dr. Aphale’s$530,000, and Mr. Jones’ base salary was $340,000 and Dr. Yelensky’s$490,000. The base salary was $350,000. The annual base salaries of Dr. Allen and Dr. Yelensky were increased 14% and 17%, respectively as compared to their 2017 salaries.2018amounts actually paid in fiscal year 2023 are set forth above in the Summary Compensation Table in the column titled “Salary.”2018.2023. This bonus program is designed to provide appropriate incentives to our executives to achieve defined corporate goals and to reward our executives who significantly impact our corporate results. Each named executive officer’s target bonus is expressed as a percentage of base salary which can be achieved by meeting certain corporate goals established by theour board of directors.directors, subject to the Board of Directors’ discretion. The 20182023 annual bonusesbonus targets for Dr. Allen, Dr. Jooss and Mr. Bellemin, Dr. AphaleJones were set at 55%, 40% and Dr. Yelensky were targeted at 50%, 35%, 35% and 35%40% of their respective base salaries.
amounts.
2018
On August 7, 2018,
Also on August 7, 2018, in accordance with his offer letter with us datedachieve our business objective by tying compensation to performance of our stock over the long term, thereby creating an ownership culture among our executives.
In February 2018, in accordance with his offer letter with us dated December 2017, the board of directors granted Mr. Bellemin an option to purchase 166,542 shares of our common stock (on a split-adjusted basis) pursuant to our 2015 Equity Incentive Plan. Mr. Bellemin’s option grant vests as to 25% of the shares initially underlying the option on the first anniversary of Mr. Bellemin’s employment commencement date (January 5, 2018), and as to 1/48th of the shares initially underlying the option on each monthly anniversary thereafter,1, 2023, subject to Mr. Bellemin’s continued serviceservices to the Company onus through each applicable vestingsuch date.
Options
2023 peer group:
| | AlloVir | | | Kura Oncology Inc. | |
| | Arbutus Biopharma Corporation | | | Jounce Therapeutics, Inc. | |
| | Arcturus Therapeutics Inc. | | | Mersana Therapeutics, Inc. | |
| | Atara Biotherapeutics Inc. | | | Poseida Therapeutics, Inc. | |
| | Celularity Inc. | | | Precision BioSciences, Inc. | |
| | CytomX Therapeutics, Inc. | | | Replimune Group, Inc. | |
| | Evelo Biosciences, Inc. | | | Scholar Rock | |
| | Finch Therapeutics Group, Inc. | | | Sutro Biopharma, Inc. | |
| | IGM Biosciences, Inc. | | | TCR2 Therapeutics | |
| | Immunovant Inc. | | | Vaxart Inc. | |
In September 2018, we entered into new
employment with us on March 12, 2019, we entered into a Transition and Separation Agreement with Dr. Aphale. Under the Transition and Separation Agreement, Dr. Aphale’s bonus for 2018 was fixed at 100% of his target bonus amount, we continued to pay his base salary and he continued to be eligible for benefits under our plans through his termination date. Pursuant to the Transition and Separation Agreement, in connection with the termination of his employment on March 12, 2019, and in exchange for a release of claims against the Company, he received (i) cash severance of $374,000 (an amount equal to nine months of his base salary and his target bonus) and (ii) payment or reimbursement of up to nine months of healthcare continuation coverage.
may match (in our discretion) contributions made by participants in the 401(k) plan in the amount equal to 50% ofdollar-for-dollar up to 4% of the participant’s eligible compensation contributed to the plan, not to exceed 2% of a participant’s eligible compensation.plan. We believe that providing a vehicle fortax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance;insurance, and life and AD&D insurance.
Year | | | Summary Compensation Table Total for PEO(1) ($) | | | Compensation Actually Paid to PEO(1)(2)(3) ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | | | Value of Initial Fixed $100 Investment based on TSR(4) ($) | | | Net Income (Loss) ($ millions) |
2023 | | | 3,444,071 | | | 2,197,528 | | | 1,550,759 | | | 1,107,373 | | | 15.9 | | | (138) |
2022 | | | 2,868,676 | | | (1,892,850) | | | 1,433,893 | | | (352,457) | | | 26.8 | | | (120) |
| (1) | Andrew Allen, M.D., Ph.D., was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are Erin Jones and Karin Jooss, Ph.D. |
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for our PEO and Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
Year | | | Summary Compensation Table Total for PEO ($) | | | Exclusion of Stock Awards and Option Awards for PEO ($) | | | Inclusion of Equity Values for PEO ($) | | | Compensation Actually Paid to PEO ($) |
2023 | | | 3,444,071 | | | (2,429,830) | | | 1,183,286 | | | 2,197,528 |
2022 | | | 2,868,676 | | | (1,885,236) | | | (2,876,290) | | | (1,892,850) |
Year | | | Average Summary Compensation Table for Non-PEO NEOs ($) | | | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | | | Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) |
2023 | | | 1,550,759 | | | (831,725) | | | 388,340 | | | 1,107,373 |
2022 | | | 1,433,893 | | | (751,852) | | | (1,034,498) | | | (352,457) |
Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Equity Awards Granted in Prior Year that are Unvested as of Last Day of Year for PEO ($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Grant in Prior Year that Vested During Year for PEO ($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | | | Total – Inclusion of Equity Values for PEO ($) |
2023 | | | 1,379,336 | | | (190,218) | | | 118,570 | | | (124,402) | | | — | | | 1,183,286 |
2022 | | | 905,592 | | | (2,462,360) | | | 158,064 | | | (1,477,586) | | | — | | | (2,876,290) |
Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Equity Awards Non-PEO NEOs ($) | | | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | | | Total – Inclusion of Equity Values for Non-PEO NEOs ($) |
2023 | | | 472,276 | | | (75,049) | | | 40,462 | | | (49,349) | | | — | | | 388,340 |
2022 | | | 360,610 | | | (706,199) | | | 63,344 | | | (752,253) | | | — | | | (1,034,498) |
| (4) | The Company TSR assumes $100 was invested in the Company for the period starting December 31, 2021 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(3) | |||||||||
Equity Compensation Plans Approved by Stockholders(1)(2)(3) | 2,429,859 | $ | 5.31 | 2,977,444 | ||||||||
Equity Compensation Plans Not Approved by Stockholders | — | — | — | |||||||||
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Total | 2,429,859 | $ | 5.31 | 2,977,444 | ||||||||
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Plan Category | | | Securities Subject to the Outstanding Options, RSUs, Warrants and Rights (a) | | | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | Securities Available for Future Issuance (Excluding Securities Reflected in Column (a)) (c) |
Equity Compensation Plans Approved by Stockholders(1)(2)(3) | | | 8,856,598(5) | | | $5.32 | | | 6,475,673(6) |
Equity Compensation Plans Not Approved by Stockholders(4) | | | 1,505,833 | | | $4.90 | | | 1,284,567 |
Total | | | 10,362,431 | | | $5.26 | | | 6,186,925 |
| (1) | Consists of |
| (2) | The 2018 Equity Incentive Award Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning in 2019 and ending in 2028 equal to the lesser of (A) four percent (4%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, that no more than 45,000,000 shares of stock may be issued upon the exercise of incentive stock options. |
| (3) | The 2018 Employee Stock Purchase Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance under such plan shall be increased on the first day of each year beginning in 2019 and ending in 2028 equal to the lesser of (A) one percent (1%) of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors; provided, however, no more than 5,000,000 shares of stock may be issued under the 2018 Employee Stock Purchase Plan. |
| (4) | Consists of our 2021 Employment Inducement Incentive Award Plan (“2021 Plan”). Our 2021 Plan was adopted by the Board pursuant to Nasdaq Listing Rule 5635(c)(4). All awards granted under the 2021 Plan are intended to constitute “employment inducement awards” under Nasdaq Listing Rule 5635(c)(4), and, therefore, the 2021 Plan is exempt from the Nasdaq Listing Rules regarding shareholder approval of stock option and stock purchase plans. A total of 790,400 shares (“the 2021 Plan Share Limit”) of our common stock were initially reserved for issuance under the 2021 Plan. The 2021 Plan provides that the 2021 Plan Share Limit may be increased by the Board without the stockholder approval. |
| (5) | Consists of 5,767,628 shares of common stock underlying outstanding options and 3,088,970 shares of common stock subject to the outstanding unvested restricted stock units. |
| (6) | Includes 4,902,358 and 1,573,515 shares that were available for future issuance as of December 31, 2023 under our 2018 Incentive Award Plan and 2018 Employee Stock Purchase Plan, respectively. |
which we adopted in connection withsets forth cash and equity compensation provided to our IPO,non-employee directors.receive cash compensation as follows:Eachnon-employee director receives anare entitled to the following (i) annual cash retainer in the amount of $35,000 per year.The Independent Chairperson receives an additional annual cash retainer in the amount of $30,000 per year.The chairperson of the audit committee receives additional annual cash compensation in the amount of $15,000 per year for such chairperson’stheir service on the audit committee. Eachnon-chairperson member of the audit committee receivesBoard and (ii) additional annual cash compensation in the amount of $7,500 per yearretainers for such member’sserving as non-executive chairperson and for their service on the audit committee.The chairpersoncommittees of the Board: receives additional annual cashand our Board of Directors. In addition, Aon provided a competitive analysis of director compensation inlevels, practices and design features as compared to the amountgeneral market as well as to our compensation peer group. Based on this analysis, the Initial Stock Option Grant and Annual Stock Option Grant (each as defined below) for non-employee directors were increased from the prior year to better align with compensation paid by our peer group and market practices, and to remain competitive.$10,000 per year for such chairperson’s service on the compensation committee. Eachnon-chairperson member of the compensation committee receives additional annual cash compensation in the amount of $5,000 per year for such member’s service on the compensation committee.The chairperson of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $8,000 per year for such chairperson’s service on the nominating and corporate governance committee. Eachnon-chairperson member of the nominating and corporate governance committee receives additional annual cash compensation in the amount of $4,000 per year for such member’s service on the nominating and corporate governance committee.Under the Director Compensation Program, eachnon-employee director will automatically beDirectors is granted ana stock option award under our 2018 Plan (or any other applicable equity incentive plan then-maintained by us) to purchase 15,942103,600 shares of our common stock upon(such initial stock option award, the director’s initial appointment or election“Initial Stock Option Grant”). Following the competitive assessment of compensation paid to our boardthe Directors at the peer companies performed by Aon and the recommendation of directors, referred to asthe compensation committee, in 2023 the Board of Directors approved an increase of the Initial Stock Option Grant amount from prior 38,000 to 103,600 to, among others, maintain the competitiveness of the director compensation program relative to the peers, recognize the workload of the Board of Directors and address fluctuation in the Company’s share price.7,97151,800 shares of our common stock (such stock option award, the “Annual Stock Option Grant”), provided that the number of shares subject to the Annual Stock Option Grant are prorated for any partial year of service as a non-employee director. Following the competitive assessment of peer companies performed by Aon and the recommendation of the
On August 7, 2018, in connection with Steve Krognes’ appointment to our board of directors the preceding month, we granted Mr. Krognes an option to purchase 15,942 shares of our common stock. The option has an exercise per share of $9.59 and vests in equal monthly installments over 4 years.
Director Compensation Table
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | |||||||||
Richard Heyman(2) | $ | 47,000 | $ | — | $ | 47,000 | ||||||
Steve Krognes(3) | 22,000 | 103,752 | 125,752 | |||||||||
Judith Li | 10,750 | — | 10,750 | |||||||||
Patrick Mahaffy(4) | 16,000 | — | 16,000 | |||||||||
Nicholas Simon | 10,625 | — | 10,625 | |||||||||
Peter Svennilson | 10,625 | — | 10,625 | |||||||||
Tom Woiwode | 12,250 | — | 12,250 | |||||||||
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1) | | | Total ($) |
Naiyer Rizvi, M.D. | | | 51,500 | | | 88,499 | | | 139,999 |
Lawrence Corey, M.D. | | | 44,000 | | | 88,499 | | | 132,499 |
Shefali Agarwal, M.D., M.P.H. | | | 50,000 | | | 88,499 | | | 138,499 |
Steve Krognes | | | 60,000 | | | 88,499 | | | 148,499 |
Clare Fisher | | | 48,000 | | | 88,499 | | | 136,499 |
Elaine Jones, Ph.D. | | | 87,500 | | | 88,499 | | | 175,999 |
| (1) |
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2023. As of December 31, |
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Name |
| | Number of Underlying Option Awards |
Naiyer Rizvi, M.D. | | | 51,800 |
Lawrence Corey, M.D. | | | 51,800 |
Shefali Agarwal, M.D., M.P.H. | | | 51,800 |
Steve Krognes | | | 51,800 |
Clare Fisher | | | 51,800 |
Elaine Jones, Ph.D. | | | 51,800 |
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock; each of our each of our directors; and all executive officers and directors as a group. Name of Beneficial Owner 5% Stockholders: Entities affiliated with Versant Ventures(1) The Column Group II, LP(2) Clarus Lifesciences III, L.P.(3) FMR LLC(4) Entities affiliated with Frazier Healthcare(5) Trinitas Capital G, L.P.(6) Entities affiliated with Redmile Group, LLC(7) Named Executive Officers and Directors: Andrew Allen, M.D., Ph.D.(8) Jean-Marc Bellemin Jayant Aphale(9) Roman Yelensky(10) Richard Heyman, Ph.D.(11) Steve Krognes Judith Li Nicholas Simon(12) Peter Svennilson(13) Thomas Woiwode, Ph.D.(14) All executive officers and directors as a group (13 persons)(15) Beneficial ownership includes certain pre-funded warrants to purchase our common stock (the “Warrants”). Pursuant to the terms of such Warrants, a holder does not have the right to exercise any portion of the Warrant to the extent that, after giving effect to the issuance of our common stock after exercise, such holder would beneficially own more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of our common stock following the exercise of such Warrant.April 22, 2019March 31, 2024 for:NEOs; of the SEC and generally includes voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 22, 2019March 31, 2024 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.29,206,40598,100,513 shares of our common stock outstanding as of April 22, 2019. ThisMarch 31, 2024. The table below is based upon information supplied to us by our executive officers, directors and principal stockholders and Schedules 13D and Schedules 13G, if any, filed with the SEC, as well as information provided to us by The Nasdaq Stock Market, LLC.Oncology,bio, Inc., 58585959 Horton Street, Suite 210,300, Emeryville, CA 94608. Shares of Common Stock Beneficially Owned Common Stock Securities
Exercisable
Within 60 Days Number of
Shares
Beneficially
Owned Percent 3,102,929 — 3,102,929 10.6 % 3,102,934 — 3,102,934 10.6 % 2,567,445 — 2,567,445 8.8 % 3,136,236 — 3,136,236 10.7 % 2,061,762 — 2,061,762 8.6 % 1,924,711 — 1,924,711 7.1 % 2,514,136 — 2,514,136 6.6 % 1,449,275 34,921 1,484,196 5.1 % — 71,683 71,683 * — 20,150 20,150 * 143,224 44,735 187,959 * 53,323 — 53,323 * — 3,326 3,326 * — — — * 2,567,445 — 2,567,445 8.8 % 3,102,934 — 3,102,934 10.6 % 3,102,929 — 3,102,929 10.6 % 10,894,237 327,512 11,221,749 38.0 % * ** Indicates beneficial ownership of less than 1% of the outstanding shares of our common stock.
| (1) | Based solely on |
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Based solely on information set forth in Schedule 13G filed with the SEC by Morgan Stanley & Co. on February 8, 2024 with respect to shares of common stock beneficially owned by Morgan Stanley & Co. on December 31, 2023, as updated by information provided to us by The Nasdaq Stock Market LLC as of March 31, 2024, Morgan Stanley & Co.’s beneficial ownership of our common stock is comprised of shares of common stock owned by certain private investment vehicles and/or separately managed accounts managed by Morgan Stanley & Co., which shares of common stock may be deemed beneficially owned by Morgan Stanley & Co. as investment manager of such private investment vehicles and/or separately managed accounts. The address of Morgan Stanley & Co. and its affiliated entities and persons is Morgan Stanley & Co., 1585 Broadway, New York, NY 10036. |
| (3) | Based solely on information set forth in Schedule 13G filed with the SEC by Blackrock Institutional Trust on January 29, 2024 with respect to shares of common stock beneficially owned by Blackrock Institutional Trust on December 31, 2023, as updated by information provided to us by The Nasdaq Stock Market LLC as of March 31, 2024, Blackrock Institutional Trust’s beneficial ownership of our common stock is comprised of shares of common stock owned by certain private investment vehicles and/or separately managed accounts managed by Blackrock Institutional Trust, which shares of common stock may be deemed beneficially owned by Blackrock Institutional Trust as investment manager of such private investment vehicles and/or separately managed accounts. The address of Blackrock Institutional Trust and its affiliated entities and persons is Blackrock, Inc., 50 Hudson Yards, New York, NY 10001. |
| (4) | Consists of (i) 1,449,275 shares of common stock held directly by a family trust of which Dr. Allen |
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| (5) | Consists of (i) 406,748 shares of common stock held by Dr. Jooss and (ii) 429,139 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of March 31, 2024. |
| (6) | Consists of (i) 103,173 shares of common stock held by Mr. Jones and (ii) 478,683 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of March 31, 2024. |
| (7) | Consists of 78,728 shares of common stock that may be acquired by Dr. Rizvi pursuant to the exercise of stock options within 60 days of March 31, 2024. |
| (8) | Consists of 22,167 shares of common stock that may be acquired by Dr. Corey pursuant to the exercise of stock options within 60 days of March 31, 2024. |
| (9) | Consists of 56,881 shares of common stock that may be acquired by Dr. Agarwal pursuant to the exercise of stock options within 60 days of March 31, 2024. |
| (10) | Consists of 70,012 shares of common stock that may be acquired by Mr. Krognes pursuant to the exercise of stock options within 60 days of March 31, 2024. |
| (11) | Consists of 38,249 shares of common stock that may be acquired by Ms. Fisher pursuant to the exercise of stock options within 60 days of March 31, 2024. |
| (12) | Consists of 66,442 shares of common stock that may be acquired by Dr. Jones pursuant to the exercise of stock options within 60 days of March 31, 2024. |
| (13) | Consists of (i) 2,463,290 shares of common stock beneficially owned by our executive officers and directors and (ii) 2,903,116 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of March 31, 2024 held by our executive officers and directors. |
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with during the year ended December 31, 2018.
If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the 58585959 Horton Street, Suite 210,300, Emeryville, CA 94608. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Form10-K, Proxy Statement, Proxy Card or Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered.of 1933, as amended, or the Securities Exchange Act, of 1934, as amended, which might incorporate future filings made by us under those statutes, the Audit Committee Report will not be incorporated by reference into any of those prior filings, nor will any such report be incorporated by reference into any future filings made by us under those statutes. In addition, information on our website, other than our proxy statement, notice and form of proxy, is not part of the proxy soliciting material and is not incorporated herein by reference.boardBoard of directorsDirectors does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties.boardBoard of directorsDirectors or, in the absence of such a recommendation, in the discretion of the proxy holder.20182023 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov and our website at http://www.gritstoneoncology.com.www.gritstonebio.com. Upon written request by a Gritstone stockholder, we will mail without charge a copy of our Annual Report on Form10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form10-K. Exhibits to the Annual Report on Form10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Corporate Secretary, 58585959 Horton Street, Suite 210,300, Emeryville, CA 94608. 26, 201929, 2024
VOTE BY INTERNET—www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on June 18, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERYTABLE OF FUTURE PROXY MATERIALS GRITSTONE ONCOLOGY, INC. 5858 HORTON STREET, SUITE 210 If you would like to reduce the costs incurred by our company in mailing proxy materials, EMRYVILLE, CALIFORNIA 94608 you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BYPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on June 18, 2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All To withhold authority to vote for any All All Except individual nominee(s), mark “For All Except” and write the number(s) of the The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01 Andrew Allen 02 Judith Li The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2 The ratification of the selection, by the audit committee of our board of directors, of Ernst & Young LLP, as 0 0 0 our independent registered public accounting firm for the year ending December 31, 2019. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For address change/comments, mark here. 0 18 . (see reverse for instructions) . 1 . 0 R1 1 _ Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or 0000422504 partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date CONTENTS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/ are available at www.proxyvote.com GRITSTONE ONCOLOGY, INC. Annual Meeting of Stockholders June 19, 2019 9:00 AM PDT This proxy is solicited by the Board of Directors The stockholders hereby appoint Andrew Allen and Jean-Marc Bellemin, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of GRITSTONE ONCOLOGY, INC. that the stockholders are entitled to vote at the Annual Meeting of stockholders to be held at 09:00 AM, PDT on June 19, 2019, at www.virtualshareholdermeeting.com/GRTS2019, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Address change/comments: . 18 . 1 . 0 R1 _ 2 0000422504 (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side
