Set forth below is certain additional information concerning our executive officers, including their respective positions with us and prior business experience (other than experience.
qualifications and independence, the performance of our independent auditors and our compliance with legal and regulatory requirements. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to the Audit Committee. The Audit Committee also reviews and approves related party transactions as required by the applicable NASDAQNasdaq rules.
Our Compensation Committee consists of Messrs. John A. Fry (Chair) and Hersh Kozlov.
Because we are a controlled company under the NASDAQ Stock Market listing rules, our Compensation Committee is not required to be fully independent. Our Compensation Committee met twice during
our 2021 fiscal year.2022. Our Compensation Committee is responsible for reviewing and recommending policies relating to the compensation and benefits of our directors and employees, including our
Chief Executive Officerchief executive officer and other executive officers.
The Compensation Committee has the sole authority to retain and terminate any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and the other terms and conditions of the consultant’s retention. The Compensation Committee may form and delegate authority to subcommittees where appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirement of our Corporate Governance Guidelines and the
NASDAQNasdaq Stock Market listing rules, subject to any applicable controlled company or other exemption.
In accordance with the Compensation Committee’s charter, our
Presidentpresident and
Chief Executive Officerchief executive officer may not be present during voting or deliberations of the Committee regarding his or her compensation.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee currently consists of
Ms. Robin E. AbramsMr. Kozlov (Chair) and
Noel J. Spiegel. Because we are a controlled company under the NASDAQ Stock Market listing rules, our Nominating and Corporate Governance Committee is not required to be fully independent.Dr. Harjivan. Our Nominating and Corporate Governance Committee met
twothree times
and took action by written consent once during
our 2021 fiscal year.2022. Our Nominating and Corporate Governance Committee is responsible for selecting or recommending that the Board of Directors select candidates for election to our Board of Directors, developing and recommending to the Board of Directors corporate governance guidelines that are applicable to us and overseeing Board of Director and management evaluations.
Our Board of Directors has an oversight role, as a whole and at the committee level, in overseeing management of our risks. Our Board of Directors regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to its employee compensation plans and arrangements, and the Audit Committee oversees the management of financial risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.
Code of Conduct and Ethics
Our Board of Directors has adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code of ethics” as defined by the rules of the SEC. The Code of Conduct and Ethics contains general guidelines for conducting our business consistent with the highest standards of business ethics. We intend to disclose any future amendments to certain provisions of our Code of Conduct and Ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our
directors, on our website at www.vtvtherapeutics.com. The Code of Conduct and Ethics is available on our website under Documents & Charters in theMedia andInvestors—Corporate Governance section of our website at www.vtvtherapeutics.com.14
The following table sets forth the total compensation paid to each of our directors for the fiscal year ended December 31,
2021. Ms. Abrams2022. Mr. Nelson and Ms. Prasad were each named executive officers of the Company
for a portion of 2022 and their compensation is set forth in the “Summary Compensation Table” and not in this Director Compensation section.
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Name | | Fees Earned or Paid in Cash ($) | | | Option Awards (1) (2) ($) | | | Total ($) | |
John A. Fry | | | 52,500 | | | | 32,836 | | | | 85,336 | |
Hersh Kozlov | | | 40,000 | | | | 32,836 | | | | 72,836 | |
Richard S. Nelson | | | — | | | | — | | | | — | |
Noel J. Spiegel | | | 56,563 | (3) | | | 32,836 | | | | 89,399 | |
Howard L. Weiner | | | 42,500 | | | | 32,836 | | | | 75,336 | |
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Name | | Fees Earned or Paid in Cash ($) | | Option Awards (1) ($) | | | | Total ($) |
John A. Fry | | 52,500 | | 85,633 | (2) | | | 138,133 |
Hersh Kozlov | | 44,375 | | 65,674 | (3) | | | 110,049 |
Howard L. Weiner | | 42,500 | | | 65,674 | (4) | | | 108,174 |
Keith Harris | | 26,005 | | | 14,997 | (5) | | | 41,002 |
Chandresh Harjivan | | 22,605 | | | 15,618 | (6) | | | 38,223 |
Jonathan Isaacsohn | (7) | — | | | — | | | | — |
Fahed Al Marzooqi | | 16,549 | | | 14,997 | (8) | | | 31,546 |
Robin E. Abrams | (9) | 83,333 | | | — | | | | 83,333 |
Noel J. Spiegel | (10) | 26,875 | | | — | | | | 26,875 |
(1) | The amounts reported in the table above represent the aggregate grant date fair value of the award, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 4 of the financial statements included in our Annual Report on Form 10-K, as amended by Form 10- K/A Amendment No. 1, for the year ended December 31, 2021, filed with the SEC on March 29, 2022.
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(2) | On May 3, 2021, upon their election at our 2021 Annual Meeting, Messrs., Fry, Kozlov, Spiegel and Weiner were each awarded an option to purchase up to 15,000 shares of our Class A common stock with an exercise price of $2.54 per share, which award is scheduled to vest in 36 equal monthly installments beginning on May 3, 2021, subject to the continued service of Messrs. Fry, Kozlov, Spiegel and Weiner on our Board of Directors, as applicable.
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(3) | This includes $2,813 for services as a member of the Nominating and Corporate Governance Committee for three quarters of fiscal 2020.
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(1)The amounts reported in the table above represent the aggregate grant date fair value of the award, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 4 of the financial statements included in our Annual Report on Form 10-K, as amended by Form 10-K, for the year ended December 31, 2022, filed with the SEC on March 6, 2023.
(2)Amount reflects an option to purchase 137,077 shares of our Class A common stock granted on July 1, 2022, with 80,128 of such options vesting on July 1, 2022 and the remainder vesting on July 1, 2023.
(3)Amount reflects an option to purchase 105,128 shares of our Class A common stock granted on July 1, 2022, with 80,128 of such options vesting on July 1, 2022 and the remainder vesting on July 1, 2023.
(4)Amount reflects an option to purchase 105,128 shares of our Class A common stock granted on July 1, 2022, with 80,128 of such options vesting on July 1, 2022 and the remainder vesting on July 1, 2023.
(5)Amount reflects an option to purchase 25,000 granted upon Dr. Harris's appointment as a member of the board.
(6)Amount reflects an initial award of 25,000 options granted upon Dr. Harjivan's election to the board.
(7)Dr. Isaacsohn has elected not to receive compensation for his service as our chairman.
(8)Amounts reflects an initial award of 25,000 options granted upon Dr. Al Marzooqi's appointment as a member of the board.
(9)Ms. Abrams decided not to stand for re-election at the 2022 Annual Meeting. Accordingly, her service as a member of our board terminated on June 1, 2022.
(10)Mr. Spiegel decided not to stand for re-election at the 2022 Annual Meeting. Accordingly, his service as a member of our board and chair of the Audit Committee of the board terminated on June 1, 2022.
In
2016,2022, our Board of Directors
establishedtwice amended the
following compensation program for our
non-employee directors, other than Mr. Nelson (who did not receive compensation directors. Under the policy as
a director), and no changes were made in 2021:amended, each member of the board shall be entitled to receive:upon•Upon appointment, election and/or re-election at each annual meeting of stockholders, an award of 15,000 options to acquire 25,000 option shares of our Class A common stock (or the equivalent value thereof in restricted stock, restricted stock units or cash). The options or other equity or equity-based compensation will generally vest on the one-year anniversary of the date of grant;
•Upon appointment as chairperson of our board, the initial grant shall consist of an award to acquire a total of 50,000 option shares to of our Class A common stock (or the equivalent value thereof in monthly installments overrestricted stock, restricted stock units or cash). The options or other equity or equity-based compensation will generally vest on the three-year period commencing withone-year anniversary of the grant date;date of grant. Our current chairman of the board, Jonathan Isaacsohn, has elected not to receive compensation for his services.
•An annual cash retainer of $35,000 paid quarterly for each member of the board with nothe chairperson paid an additional fees paid for board and committee meetings attended;
an annual cash retainer of $15,000$35,000 paid quarterly;
•An annual cash retainer of $20,000 for the chair of the Audit Committee, $10,000 for the chair of the Compensation Committee and $7,500 for the chair of the Nominating and Corporate Governance Committee, other than the Chairpersonchairperson of the Board;board; and
an•An annual cash retainer of $7,500 for members of the Audit Committee, $5,000 for members of the Compensation Committee and $3,750 for members of the Nominating and Corporate Governance Committee, other than the Chairpersonchairperson of the Board.
board.In the event a chairperson of the board has not been appointed, the lead independent director is entitled to receive an additional annual equity grant equal to $20,000 of Class A common stock (or the equivalent value thereof in restricted stock, restricted stock units or cash), which may be based on the Black-Scholes value or other method determined by the Compensation Committee. The option or other equity or equity-based compensation will generally vest on the one-year anniversary of the date of grant.
In addition, all directors will be reimbursed for
out-of-pocket expenses incurred in connection with their services.
16
All amounts payable, including vesting of equity grants, are subject to continued service as a member of our board.The outstanding option awards for our non-employee directors as of December 31, 2021,2022, are as follows:
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Name | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | |
John A. Fry | | | 5/12/2016 | | | | 17,500 | | | | — | |
| | | 5/1/2017 | | | | 15,000 | | | | — | |
| | | 4/30/2018 | | | | 15,000 | | | | — | |
| | | 4/29/2019 | | | | 13,333 | | | | 1,667 | |
| | | 6/11/2020 | | | | 7,500 | | | | 7,500 | |
| | | 5/3/2021 | | | | 2,917 | | | | 12,083 | |
Hersh Kozlov | | | 6/11/2020 | | | | 14,531 | | | | 11,719 | |
| | | 5/3/2021 | | | | 2,917 | | | | 12,083 | |
Noel J. Spiegel | | | 7/29/2015 | | | | 25,000 | | | | — | |
| | | 5/12/2016 | | | | 15,000 | | | | — | |
| | | 5/1/2017 | | | | 15,000 | | | | — | |
| | | 4/30/2018 | | | | 15,000 | | | | — | |
| | | 4/29/2019 | | | | 13,333 | | | | 1,667 | |
| | | 6/11/2020 | | | | 7,500 | | | | 7,500 | |
| | | 5/3/2021 | | | | 2,917 | | | | 12,083 | |
Howard L. Weiner | | | 4/30/2018 | | | | 26,250 | | | | 0 | |
| | | 4/29/2019 | | | | 13,333 | | | | 1,667 | |
| | | 6/11/2020 | | | | 7,500 | | | | 7,500 | |
| | | 5/3/2021 | | | | 2,917 | | | | 12,083 | |
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Name | | Grant Date | | Market Price at Grant Date | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | |
John A. Fry | | 5/12/2016 | | 5.35 | | | 17,500 | | | — | | |
| | 5/1/2017 | | 5.31 | | | 15,000 | | | — | | |
| | 4/30/2018 | | 1.79 | | | 15,000 | | | — | | |
| | 4/29/2019 | | 1.45 | | | 15,000 | | | — | | |
| | 6/11/2020 | | 2.65 | | | 12,500 | | | 2,500 | | |
| | 5/3/2021 | | 2.54 | | | 7,917 | | | 7,083 | | |
| | 7/1/2022 | | 0.72 | | | 80,128 | | | 56,949 | | |
Hersh Kozlov | | 6/11/2020 | | 2.65 | | | 22,344 | | | 3,906 | | |
| | 5/3/2021 | | 2.54 | | | 7,917 | | | 7,083 | | |
| | 7/1/2022 | | 0.72 | | | 80,128 | | | 25,000 | | |
Noel J. Spiegel | | 7/29/2015 | | — | | | — | | | — | | |
| | 5/12/2016 | | — | | | — | | | — | | |
| | 5/1/2017 | | — | | | — | | | — | | |
| | 4/30/2018 | | — | | | — | | | — | | |
| | 4/29/2019 | | — | | | — | | | — | | |
| | 6/11/2020 | | — | | | — | | | — | | |
| | 5/3/2021 | | — | | | — | | | — | | |
Howard L. Weiner | | 4/30/2018 | | 1.79 | | | 26,250 | | | — | | |
| | 4/29/2019 | | 1.45 | | | 15,000 | | | — | | |
| | 6/11/2020 | | 2.65 | | | 12,500 | | | 2,500 | | |
| | 5/3/2021 | | 2.54 | | | 7,917 | | | 7,083 | | |
| | 7/1/2022 | | 0.72 | | | 80,128 | | | 25,000 | | |
Keith Harris | | 7/13/2022 | | 0.69 | | | — | | | 25,000 | | |
Chandresh Harjivan | | 7/1/2022 | | 0.72 | | | — | | | 25,000 | | |
Fahed Al Marzooqi | | 7/13/2022 | | 0.69 | | | — | | | 25,000 | | |
PROPOSAL TWO
NONBINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Our Board of Directors and its Compensation Committee recognize the interest our stockholders have in our executive compensation practices and are committed to reasonable compensation practices for a company of our size. We are asking our stockholders to approve, on a nonbinding advisory basis, a resolution on the compensation of our named executive officers, as disclosed in the compensation disclosures contained herein. This proposal, commonly known as a “say on pay” proposal, gives you the opportunity to express your approval or disapproval of our 2022 named executive compensation by voting for or against the following resolution:
RESOLVED, that the compensation of the named executive officers as discussed and disclosed in the executive compensation disclosures contained in this Proxy Statement is approved.
Although the vote is nonbinding, the Board of Directors and its Compensation Committee will review the voting results. If there are a significant number of negative votes, we will seek to understand the concerns that influenced the vote and to address them in making future decisions regarding the Company’s executive compensation program.
Our named executive officer compensation is intended to allow us to recruit and retain skilled executive leadership. Compensation levels are intended to support our business strategy and align the interests of our named executive officers and our stockholders.
Vote Required
The vote on this proposal is advisory and will not be binding on the Company. Abstentions and broker non-votes will not have an effect on the outcome of this proposal.
The Board of Directors recommends a vote FOR this proposal.
Summary Compensation Table
The following summary compensation table sets forth information regarding the compensation paid, awarded to or earned by our Presidentpresident and Chief Executive Officer andchief executive officer, our two other most highly compensated executive officersofficer, and a former executive officer who was an executive officer earlier in the year but was not serving as an executive officer as of December 31, 2022 (“Named Executive Officers” and "NEO") for the fiscal years ended December 31, 2021,2022, and 2020,2021, for services rendered in all capacities during the fiscal year presented. Ms. Deepa Prasad resigned
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Name and Principal Position | | Year | | Salary ($) | | Non-Equity Incentive Plan Compensation ($) (1) | | Option Awards ($) (2) | | All Other Compensation ($) | | Total ($) (3) |
Paul Sekhri (4) | | 2022 | | 200,000 | | | — | | | 1,518,002 | | | 3,431 | | (5) | | 1,721,433 | |
President and Chief Executive Officer | | — | | — | | | — | | | — | | | — | | | — | |
Steven Tuch (6) | | 2022 | | 28,978 | | | — | | | 350,888 | | | — | | | 379,866 | |
Executive Vice President and Chief Financial Officer | | — | | — | | | — | | | — | | | — | | | — | |
Richard Nelson (7) | | 2022 | | 166,667 | | | — | | | 346,323 | | | 1,081 | | (8) | | 514,071 | |
Executive Vice President of Corporate Development | | — | | — | | | — | | | — | | | — | | | — | |
Barry Brown (9) | | 2022 | | 210,942 | | | 26,261 | | | 122,769 | | | 7,484 | | (10) | | 367,456 | |
Chief Accounting Officer | | — | | — | | | — | | | — | | | — | | | — | |
Deepa Prasad (11) | | 2022 | | 157,986 | | | 325,000 | | (12) | | — | | | 843,981 | | (13) | | 1,326,967 | |
Former President and Chief Executive Officer | | 2021 | | 132,709 | | | — | | | 3,159,756 | | | — | | | 3,292,465 | |
(1)Bonus amounts represent amounts earned in in 2021 and 2022 but paid in each respective following year.
(2)The reported amounts represent the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 4 of the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 6, 2023. For Messrs. Holcombe and Howard, the amounts for 2021 represent the accounting cost in connection with the modification of their awards to extend the exercise date to the original ten-year term.
(3)In accordance with required SEC disclosure rules, the 2022 fiscal year compensation shown in the Summary Compensation Table above includes the grant date fair values of awards of stock options made in 2022 in respect of fiscal 2021 performance.
(4)Mr. Sekhri was appointed president and chief executive officer effective August 1, 2022, and became a member of the Board of Directors effective August 9, 2022.
(5)This amount represents a life insurance premium of $3,431 paid by the Company.
(6)Mr. Tuch was appointed executive vice president and chief financial officer effective December 8, 2022.
(7)Mr. Nelson served as interim chief executive officer from her positionsMarch 1, 2022, until August 1, 2022, after which time he continued to serve as Chief Executive Officer, Presidentexecutive vice president of corporate development. Mr. Nelson does not receive compensation for his role as a member of the board.
(8)This amount represents a life insurance premium of $1,081 paid by the Company.
(9)Mr. Brown was named chief accounting officer and director, effectivean executive officer of the Company as of March 29, 2022. As of the appointment of Mr. Tuch as chief financial officer in December 2022, Mr. Brown no longer was an executive
officer of the Company. Mr. Brown's information is included above because had he been an executive officer as of December 31, 2022, he would have been the third most highly compensated individual at the Company. Before 2022, Mr. Brown was not an executive officer of the Company and, therefore, no disclosure is required for 2021.
(10)This amount represents a 401K match of $6,328 and a life insurance premium of $1,156 paid by the Company.
(11)Ms. Prasad has agreed to serveserved as president and chief executive officer and was a Strategic Advisor until Septembermember of our Board of Directors from October 19, 2021, through March 29, 2022. On April 15, 2022,
(12)This amount represents a bonus paid for Ms. Robin E. Abrams resigned as Executive ChairpersonPrasad's services to the Company per the Separation Agreement and General Release with an effective date of the Board to pursue other opportunities. Mr. Richard S. Nelson became our Interim Chief Executive Officer on March 29, 2022 (the "Separation Agreement").
(13)This amount represents the a 401K match of $813, a life insurance premium of $552 paid by the Company and was not a Named Executive Officer duringseverance and vacation pay due under the fiscal years ended December 31, 2021, or 2020. | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | | Salary ($) | | | Non-Equity Incentive Plan Compensation ($) (1) | | | Option Awards ($) (2) | | | All Other Compensation ($) | | | Total ($) (3) | |
Deepa Prasad | | | 2021 | | | | 132,709 | | | | — | | | | 3,159,756 | | | | — | | | | 3,292,465 | |
Former President and Chief Executive Officer | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Stephen L. Holcombe | | | 2021 | | | | 359,766 | | | | — | | | | 780,499 | | | | 770,996 | (5) | | | 1,911,261 | |
Former President and Chief Executive Officer | | | 2020 | | | | 450,000 | | | | 225,000 | | | | 716,373 | | | | 9,806 | | | | 1,401,179 | |
Rudy C. Howard | | | 2021 | | | | 299,148 | | | | — | | | | 179,939 | | | | 402,368 | (6) | | | 881,455 | |
Former Executive Vice President, Chief Financial Officer | | | 2020 | | | | 325,000 | | | | 130,000 | | | | 447,733 | | | | 32,175 | | | | 934,908 | |
Robin E. Abrams (4) | | | 2021 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Former Chairperson of the Board of Directors | | | 2020 | | | | 300,000 | | | | 120,000 | | | | 179,093 | | | | — | | | | 599,093 | |
(1) | Bonus amounts included above represent amounts earned in 2020 paid in the following year.
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(2) | The reported amounts represent the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 4 of the financial statements included in our Annual Report on Form 10-K, as amended by Form 10-K/A Amendment No. 1, for the year ended December 31, 2021, filed with the SEC on March 29, 2022. For Messrs. Holcombe and Howard, the amounts for 2021 represent the accounting cost in connection with the modification of their awards to extend the exercisability for the original ten-year term.
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(3) | In accordance with required SEC disclosure rules, the 2020 fiscal year compensation shown in the Summary Compensation Table above includes the grant date fair values of awards of stock options made in 2020 in respect of fiscal 2019 performance.
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(4) | Ms. Abrams was appointed the Chairperson of the Board of Directors effective December 30, 2020. Prior to that she served as the Company’s General Counsel.
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(5) | This represents severance at a rate of $450,000 through December 31, 2022, and a consulting fee at the rate of $150,000 per annum through December 31, 2022. It also includes a vacation payment of $40,820, a 401K match of $8,700 and a Company contribution of $1,000 to a health savings account.
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18
Separation Agreement.
(6) | This represents severance at the rate of $325,000 through December 1, 2022, a vacation payment of $41,616, a 401K match of $8,700 and a Company contribution of $1,200 to a health savings account.
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Employment and Services Agreements
We have entered into employment agreements with our current president and former President and Chief Executive Officerchief executive officer and our former Chief Financial Officer.current chief financial officer. The employment agreements set forth the annual base salary, target bonus percentage, target equity grants, terms of severance and eligibility for employee benefits. We also
Employment Agreement with Paul Sekhri
On July 25, 2022, Mr. Sekhri entered into
a servicesan employment agreement with
our Executive Chairperson.the Company (the “Sekhri Employment Agreement”). The Sekhri Employment Agreement provides for an at will term with a base salary of not less than $480,000, and a cash bonus of 75% of his base salary, based on achievement of performance targets. The Sekhri Employment Agreement also provides for the grant of stock options (the “Options”) to purchase 2,200,000 shares of the Class A common stock of the Company at an exercise price of $0.79 per share pursuant to an inducement award agreement (the “Inducement Award Agreement”). Subject to potential acceleration upon the achievement of certain performance metrics as set forth in the Inducement Award Agreement, 25% of the Options will vest on the first anniversary of the grant date and the remaining 75% of the Options will vest quarterly over three years thereafter. Upon certain terminations of employment, a portion of the Options will vest on a pro rata basis based on the number of days employed during the four-year term. The grant of Options was made as an inducement grant under Nasdaq Listing Rule 5635(c)(4).
The Sekhri Employment Agreement also required him to reimburse the Company for fifty percent (50%) of the base salary and bonus payment(s) paid to the assistant hired by the Company to support Mr. Holcombe served as our Chief Executive Officer through October 19, 2021, Ms. Prasad served as our Chief Executive Officer from October 19, 2021, through March 2022Sekhri during the first year of his employment. The Company and Mr. Nelson has servedSekhri subsequently amended the Sekhri Employment Agreement to delete Mr. Sekhri's reimbursement obligation.
Mr. Sekhri is eligible for other standard employee benefits. If his employment is terminated by us without “cause” or he resigns for “good reason,” in each case as
our Interim Chief Executive Officer since March 2022. Ms. Abrams resignedset forth in the Sekhri Employment Agreement, then subject to the execution of a release of claims, Mr. Sekhri shall receive as
Executive Chairpersonseverance pay (i) twelve months base salary payable in
April 2022.installments (less any offset); (ii) continuation COBRA coverage for twelve months with the costs of the premiums shared in the same proportion as before the termination on the date of termination (unless this would result in penalty taxes imposed on us); and (iii) payment of the target cash bonus for the year of termination. If Mr. Sekhri’s employment is terminated by us without “cause” or he resigns for “good reason,” in each case within 12 months following a “change in control,” as set forth in the Sekhri Employment Agreement, then Mr. Sekhri’s severance pay in prong (i) shall increase from 12 months of base salary to 18 months of base salary.
The Sekhri Employment Agreement contains other customary terms and conditions, including a two-year post-employment noncompetition provision, a two-year post-employment nonsolicitation provision, and other nondisclosure of confidential information, intellectual property and nondisparagement provisions.
Employment Agreement with Mr. Tuch
On December 8, 2022, Mr. Tuch entered into an employment agreement with the Company (the “Tuch Employment Agreement”). The Tuch Employment Agreement provides for an at will term with a base salary of not less than $450,000, and a target annual cash bonus of 40% of his base salary, based on achievement of performance targets. The Tuch Employment Agreement also provides for the grant of stock options (the “Options Shares”) to purchase 500,000 shares of the Class A common stock of the Company at an exercise price per share equal to the fair market value of one share of Class A common stock on the grant date, pursuant to an option award agreement (the “Option Award Agreement”). Thirty-three and one third percent (33.33%) of the Option Shares will vest on the first anniversary of the grant date and the remaining 66.67%
of the Option Shares will vest quarterly over two years thereafter, subject to continued employment. The Tuch Employment Agreement also provides for the opportunity to earn an additional grant of stock options (the “Performance Equity”), equal to 0.6% of the shares of the Class A common stock of the Company that is outstanding upon the Company’s successful completion of a financing or series of financings for a cumulative total of at least $50 million over a 12-month period. 25% of the Performance Equity will vest on the first anniversary of the grant date and the remaining 75% of the Performance Equity will vest quarterly over three years thereafter. If a change in control occurs during the term of Mr. Tuch’s employment, any unvested Option Shares or Performance Equity shall vest in full.
Mr. Tuch will be eligible for other standard employee benefits. If his employment is terminated by us without “cause” or he resigns for “good reason,” in each case as defined in the Tuch Employment Agreement, then subject to the execution of a release of claims, Mr. Tuch shall receive as severance pay (i) nine months base salary payable in installments; (ii) continuation COBRA coverage for nine months with the costs of the premiums shared in the same proportion as on the date of termination (unless this would result in penalty taxes imposed on us); and (iii) payment of a portion of the actual cash bonus earned for the year of termination, prorated for days of service during the year of termination.
The Tuch Employment Agreement contains other customary terms and conditions, including a nine-month post-employment noncompetition provision, a one-year post-employment nonsolicitation provision, and other nondisclosure of confidential information, intellectual property and nondisparagement provisions.
Employment Agreement with our former President and Chief Executive Officer (Holcombe) In 2019, we entered into an employment agreement with Stephen L. Holcombe, our
Presidentpresident and
Chief Executive Officer,chief executive officer, which provided for a term through December 31, 2020, a base salary of not less than $450,000, and a cash bonus of up to 50% of base salary, based on achievement of performance targets. Our
Presidentpresident and
Chief Executive Officerchief executive officer was also eligible to receive an annual equity performance bonus in respect of each completed fiscal year in an amount determined by the Compensation Committee in its sole discretion (payable in stock options, restricted stock or restricted stock units or, at our election, in cash). The performance metrics and goals for the annual cash and equity awards were to be determined by our Compensation Committee. Such equity or cash awards were to generally vest in three equal installments of 33.33% on each anniversary of the date of grant, subject to acceleration of vesting upon certain qualifying terminations on or within the 12-month period following a change-in-control. On December 10, 2020, we entered into a new employment agreement with Mr. Holcombe, which provided for a term through December 31, 2021, with other terms the same as the 2019 agreement described above.
Retirement Agreement Mr. Holcombe
Mr.
��Holcombe retired as of October 19, 2021, and ceased to serve as our
Chief Executive Officerchief executive officer on such date. On October 19, 2021, we entered into a retirement agreement with Mr. Holcombe (the “Retirement Agreement”), pursuant to which Mr. Holcombe
iswas entitled to a cash severance payment at a rate of $450,000 per year payable in monthly or
bi-weeklybiweekly installments through December 31, 2022, a bonus for the year ending December 31, 2021, and continued medical coverage at the same cost as active employees for 12 months. In addition, Mr. Holcombe’s outstanding options to acquire shares of Class A common stock of the Company
will continue to vest and remain outstanding through the expiration of the original
ten-year term. The payments under the Retirement Agreement
arewere conditioned on a release of claims by Mr. Holcombe in favor of the Company as well as his continued compliance with his
post-employment restrictive covenants. The Retirement Agreement
providesprovided that Mr. Holcombe
willwould provide services as a consultant and
Strategic Advisorstrategic advisor to the
Chief Executive Officer,chief executive officer, until December 31, 2022, and the Company
willwould pay Mr. Holcombe at the rate of $150,000 per annum for such consulting services.
Employment Agreement with our former President and Chief Executive Officer (Prasad)
On October 19, 2021, we entered into an employment agreement with Deepa Prasad as our Chief Executive Officerchief executive officer and Presidentpresident (the “Prasad Employment Agreement”). The Prasad Employment Agreement providesprovided for a term through December 31, 2024, with a base salary of not less than $650,000, and a cash bonus of 100% of her base salary, based on achievement of performance targets. The Prasad Employment Agreement also provided for the grant of stock options to purchase 2,498,635 shares of the Class A common stock of the Company at an exercise price of $1.47 per share pursuant to an inducement award agreement (the “Inducement Award Agreement”). Subject to potential acceleration upon the achievement of certain performance metrics as set forth in the Inducement Award Agreement, the options were to vest on the third anniversary of the grant date. Upon certain terminations of employment, a portion of the options were to vest on a pro
rata basis based on the number of days employed during the three-year term. The grant of options was made as an inducement grant under NASDAQNasdaq Listing Rule 5635(c)(4).
Ms. Prasad
will bewas eligible for other standard employee benefits.
IfUnder the agreement, if her employment were terminated by us without “cause” or she resigned for “good reason,” in each case as set forth in the Prasad Employment Agreement, then subject to the execution of a release of claims, Ms. Prasad
shallwould receive as severance pay (i) six
19
months base salary payable in installments (less any offset); (ii) continuation COBRA coverage for six months with the costs of the premiums shared in the same proportion as before the termination on the date of termination (unless this would result in penalty taxes imposed on us); and (iii) payment of the cash bonus for the year prior to the year of termination to the extent earned, but not yet paid. In addition, Ms. Prasad would be entitled to accrued benefits. The Prasad Employment Agreement containscontained other customary terms and conditions, including a two-year post-employment non-compete,noncompetition provision, a two-year post-employment non-solicitnonsolicitation provision, and other nondisclosure of confidential information, intellectual property and non-disparagementnondisparagement provisions.
Separation Agreement with Ms. Prasad.Prasad
Pursuant to a separation agreement with Ms. Prasad dated March 4, 2022, she resigned from the
Boardboard and as
Chief Executive Officerchief executive officer and
Presidentpresident as of March 29, 2022. Ms. Prasad
has agreed to serve as a
Strategic Advisorstrategic advisor to the Company for six months after March 29, 2022. She
will receivereceived a $325,000 bonus based on her prior service, and she
will also continuecontinues to receive her base salary
for a period of 15 months following Marchthrough June 29, 2022. Ms. Prasad
will retainretained 624,659 of the outstanding options previously granted to her, which will vest
at the end of the 15-month period following Marchon June 29,
20222023 (subject to acceleration upon certain events) and such options will remain exercisable for the original
ten-year period (and the remainder of her options were cancelled). Ms. Prasad
will bewas subject to a one-year
noncompetenoncompetition provision and other customary provisions, including mutual
non-disparagementnondisparagement obligations and mutual releases.
Employment Agreement with Mr.
Nelson.Nelson
On March 1, 2022, Mr. Nelson entered into an employment agreement with the Company (the “Nelson Employment Agreement”). Pursuant to the Nelson Employment Agreement, Mr. Nelson served as the Acting Chief Executive Officeracting chief executive officer until March 29, 2022, and as the Interim Chief Executive Officerinterim chief executive officer as of March 29, 2022.The Nelson Employment Agreement provides for a base salary of not less than $200,000, and a cash bonus of 100% of his base salary for the 2022 fiscal year, based on achievement of performance targets. The Nelson Employment Agreement also provides for the grant of stock options to purchase 500,000 shares of Class A common stock of the Company at an exercise price of $0.8060 per share. 125,000 of the options vested on March 1, 2022, and the remaining 375,000 options will vest ratably every three months over three years, subject to Mr. Nelson’s continued association with the Company. Mr. Nelson will be eligible for other standard employee benefits. If his employment is terminated by the Company without “cause” or he resigns for “good reason,” in each case as set forth in the Nelson Employment Agreement, then subject to the execution of a release of claims, Mr. Nelson shall receive as severance pay (i) six months base salary payable in installments (less any offset) and (ii) a prorated cash bonus. Any vested options shall be exercisable through the expiration of the ten-year term. In addition, Mr. Nelson will be entitled to accrued benefits.The Nelson Employment Agreement contains other customary terms and conditions, including a one-year post-employment non-compete,noncompetition provision, a one-year post-employment non-solicitnonsolicitation provision, and other nondisclosure of confidential information, intellectual property and non-disparagementnondisparagement provisions.Mr. Nelson continues to serve as a member of our Board.board.
Employment Agreement with our former Chief Financial Officer
In 2019, we entered into an employment agreement with Rudy C. Howard, our
Chief Financial Officer,chief financial officer, which
providesprovided for a term through December 31, 2020, a base salary of not less than $325,000, and a cash bonus of up to 40% of base salary, based on achievement of performance targets. Our
Chief Financial Officer ischief financial officer was also eligible to receive an annual equity performance bonus in respect of each completed fiscal year in an amount determined by the Compensation Committee in its sole discretion (payable in stock options, restricted stock or restricted stock units or, at our election, in cash). The performance metrics and goals for the annual cash and equity awards were to be determined by our Compensation Committee. Such equity or cash awards were to generally vest in three equal installments of 33.33% on each anniversary of the date of grant, subject to acceleration of vesting upon certain qualifying terminations on or within the 12-month period following a
change-in-control. On December 10, 2020, we entered into a new employee agreement with Mr. Howard, which provided for a term through December 31, 2021, with other terms the same as the 2019 agreement described above.
Separation Agreement with our former Chief Financial Officer On December 1, 2021, Mr. Howard resigned as our
Chief Financial Officer.chief financial officer. In connection with his resignation, the Company entered into a separation agreement with Mr. Howard (the “Howard Separation
20
Agreement”), pursuant to which Mr. Howard iswas entitled to a cash severance payment at a rate of $325,000 per year payable in monthly or bi-weeklybiweekly installments through December 31, 2022, a potential discretionary bonus for the year ending December 31, 2021, to be determined by the Compensation Committee and continued medical coverage at the same cost as active employees through December 31, 2022. In addition, Mr. Howard’s outstanding options to acquire shares of Class A common stock of the Company that were scheduled to vest in December 2021 vested in full as of December 1, 2021. All vested options will remain outstanding through the expiration of the original term and the remainder of his options will be forfeited. The payments under the Howard Separation Agreement arewere conditioned on a release of claims by Mr. Howard in favor of the Company as well as his continued compliance with his post-employment restrictive covenants.
Termination Provisions of the Employment Agreements with Messrs. Holcombe and Howard
Pursuant to the employment agreements with Mr. Holcombe and Mr. Howard (each, an “Executive”), the Executive would be eligible for other standard employee benefits. If the Executive’s employment
iswas terminated by us without cause or he resigns for “good reason,” then subject to the execution of a release of claims, the Executive would receive as severance pay:
•12 months base salary payable in installments;
continuation•Continuation COBRA coverage for 12 months with the costs of the premiums shared in the same proportion as before the termination on the date of termination (unless this would result in penalty taxes imposed on us);
a •A pro-rata cash bonus for the year of termination based on actual results for the entire year, payable at the time bonuses are paid to active employees (but if such termination is on or within the 12-month period following a change-in-control, then in lieu of the pro rata cash bonus, the Executive shall receive his target cash bonus which shall not be prorated); and
payment•Payment of the cash bonus for the year prior to the year of termination to the extent earned but not yet paid.
In addition, the Executive would be entitled to all accrued benefits. Treatment of the Executive’s outstanding equity awards would be governed by the terms of the underlying award agreements, but if the Executive’s employment were terminated by us without cause or upon resignation by the Executive with good reason, in each case on or within 12 months following a
change-in-control, then the Executive’s outstanding equity awards shall vest in full.
The employment agreements
containcontained other customary terms and conditions, including a
two-year post-employment
noncompete,noncompetition provision, a three-year
post-employment non-solicit nonsolicitation provision, and other nondisclosure of confidential information, intellectual property and
non-disparagementnondisparagement provisions.
The foregoing description is based on the employment agreements with Mr. Holcombe and Mr. Howard and the severance and related treatment of options has been superseded by the Retirement Agreement and Howard Separation Agreement, each as described above.
Executive Chairperson Services Agreement. The services agreement with our former Executive Chairperson Robin E. Abrams,
addressesaddressed her services and compensation only in her capacity as
Executive Chairpersonexecutive chairperson of our Company. Ms. Abrams resigned as
Executive Chairpersonexecutive chairperson in April 2022. The services agreement provided for a base fee of not less than $250,000. Our
Executive Chairperson isexecutive chairperson was also eligible to receive an annual performance bonus in respect of each completed fiscal
year theyear. The type of award
shall bewas determined by the Compensation Committee in its sole discretion (payable in stock options, restricted stock or restricted stock units or, at our election, in cash). The services agreement did not specify the performance metrics and goals for the annual target cash and equity awards, which metrics and goals were to be established by the Compensation Committee. Such equity or cash awards were to generally vest in three equal installments of 33.33% on each anniversary of the date of grant, subject to continued employment on the applicable vesting date (provided that upon certain qualifying terminations, such awards were to vest in full). The services agreement
containscontained a customary
one-year post termination
non-competenoncompetition and
non-solicitnonsolicitation and other customary terms.
21
Outstanding Equity Awards as of December 31,
20212022
The following table lists the outstanding equity awards held by our named executive officers as of December 31,
2021: | | | | | | | | | | | | | | | | | | | | |
| | | | | Option Awards | |
Name and Position | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable (1) | | | Option Exercise Price | | | Option Expiration Date | |
Deepa Prasad | | | | | | | | | | | | | | | | | | | | |
Former President and Chief Executive Officer | | | 10/19/2021 | | | | — | | | | 2,498,635 | | | | 1.47 | | | | 10/19/2031 | |
Stephen L. Holcombe | | | 7/29/2015 | | | | 180,469 | | | | — | | | $ | 15.00 | | | | 7/29/2025 | |
Former President and Chief Executive Officer | | | 3/10/2017 | | | | 165,110 | | | | — | | | $ | 5.81 | | | | 3/10/2027 | |
| | | 3/7/2019 | | | | 133,333 | | | | 66,667 | | | $ | 2.18 | | | | 3/7/2029 | |
| | | 12/7/2020 | | | | 133,333 | | | | 266,667 | | | $ | 2.07 | | | | 12/7/2030 | |
Rudy C. Howard | | | 7/29/2015 | | | | 114,844 | | | | — | | | $ | 15.00 | | | | 7/29/2025 | |
Former Executive Vice President, Chief Financial Officer | | | 3/10/2017 | | | | 105,070 | | | | — | | | $ | 5.81 | | | | 3/10/2027 | |
| | | 3/7/2019 | | | | 83,333 | | | | — | | | $ | 2.18 | | | | 3/7/2029 | |
| | | 12/7/2020 | | | | 83,333 | | | | — | | | $ | 2.07 | | | | 12/7/2030 | |
Robin E. Abrams | | | 2/23/2018 | | | | 30,000 | | | | — | | | $ | 6.85 | | | | 2/23/2028 | |
Former Chairperson of the Board of Directors | | | 3/7/2019 | | | | 33,333 | | | | 16,667 | | | $ | 2.18 | | | | 3/7/2029 | |
| | | 12/7/2020 | | | | 33,333 | | | | 66,667 | | | $ | 2.07 | | | | 12/7/2030 | |
(1) | The awards of stock2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | Name and Position | | Vesting Commencement Date | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable (1) | | Option Exercise Price | | Option Expiration Date | Paul Sekhri | | | | | | | | | | | President and Chief Executive Officer | | 7/26/2022 | | — | | | 2,200,000 | | | $ | 0.79 | | | 7/26/2032 | Steven Tuch | | | | | | | | | | | Executive Vice President, Chief Financial Officer | | 12/12/2022 | | — | | | 500,000 | | | $ | 0.80 | | | 12/12/2032 | Richard Nelson | | | | | | | | | | | Executive Vice President | | 3/1/2022 | | 218,750 | | | 281,250 | | | $ | 0.81 | | | 3/1/2032 | Barry Brown | | | | | | | | | | | Chief Accounting Officer | | 2/17/2022 | | — | | | 200,000 | | | $ | 0.71 | | | 2/17/2032 | Deepa Prasad | | | | | | | | | | | Former President and Chief Executive Officer | | 10/19/2021 | | — | | | 624,659 | | | $ | 1.47 | | | 10/19/2031 |
(1)Mr. Sekhri's award was made pursuant to an inducement award agreement and vests as follows: 550,000 options vest on the first anniversary of the date of grant with the remaining option vesting quarterly over two years thereafter, subject to continued employment. One-third of Mr. Tuch's options will vest on the first anniversary of the date of grant with the remaining two-thirds vesting quarterly over two years thereafter, subject to continued employment. Mr. Nelson's options vest as follows: 125,000 options vested on March 1, 2022 with the remainder vesting ratably every three months over three years, subject to Mr. Nelson's continued association with the Company. Mr. Brown's options and stock awards to each of Messrs. Holcombe and Howard and Ms. Abrams listed in the above table each vest in three equal installments upon the anniversary of their grant date. In each case, this vesting schedule assumes continued employment or services with us and is subject to accelerated vesting upon the occurrence of certain qualifying termination of employment or services, as applicable. |
Any unvested options for Mr. Holcombe shall vest in fullequal amounts on December 31, 2022. Mr. Howard’s unvestedeach anniversary of the date of grant over three years following the data of grant, subject to continued employment. Ms. Prasad's options have been cancelled. Ms. Prasad’s options were outstandingwill vest on December 31, 2021, but effective asJune 29, 2023, subject to her continued compliance with the terms of March 2022, 1,873,976 options were cancelledthe Separation Agreement.
Pay Versus Performance
Compensation Actually Paid Tables
The following tables summarize the relationship between NEO compensation actually paid (“Compensation Actually Paid” or “CAP”) and our financial performance for our last two completed fiscal years, calculated in the manner required by Item 402(v) of Regulation S-K. The following tables and the remaining 624,659 options are scheduledassociated narrative and graphical disclosure should be viewed together for a more complete presentation of such relationship over the periods presented.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (h) |
Year | Summary compensation table total for Paul Sekhri (1) | Summary compensation table total for Richard Nelson(2) | Summary compensation table total for Deepa Prasad (3) | Compensation actually paid to Paul Sekhri(7) | Compensation actually paid to Richard Nelson(8) | Compensation actually paid to Deepa Prasad(8) | Average summary compensation table total for non-PEO NEOs(5) | Average compensation actually paid to non-PEO NEOs(5)(8) | Value of initial fixed $100 investment based on total share-holder return (6) | Net loss (in thousands)(7) |
2022 | $ | 1,721,433 | | $ | 514,071 | | $ | 1,326,967 | | $ | 1,465,434 | | $ | 481,207 | | $ | (386,153) | | $ | 373,661 | | $ | 335,208 | | $ | 34 | | $ | (19,164) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
(a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (h) |
Year | Summary compensation table total for Deepa Prasad (3) | Summary compensation table total for Steve Holcombe(4) | Compensation actually paid to Deepa Prasad(9) | Compensation actually paid to Steve Holcombe(9) | Average summary compensation table total for non-PEO NEOs(5) | Average compensation actually paid to non-PEO NEOs(5)(9) | Value of initial fixed $100 investment based on total share-holder return (6) | Net loss (in thousands)(7) |
2021 | $ | 3,292,465 | | $ | 1,911,261 | | $ | 2,210,989 | | $ | 1,134,182 | | $ | 881,455 | | $ | 343,553 | | $ | 52 | | $ | (12,987) | |
(1)Mr. Sekhri became CEO of vTv Therapeutics Inc. and its principal executive officer on August 1, 2022, at which point Mr. Nelson transitioned to vest 15 months afterthe role of executive vice president.
(2)Mr. Nelson became CEO of vTv Therapeutics Inc. and its principal executive officer on March 29, 2022, subjectat which point Ms. Prasad transitioned to acceleration upon certain events.22
serve as a strategic advisor to the Company until September 29, 2022. (3)Ms. Prasad became CEO of vTv Therapeutics Inc. and its principal executive officer through October 19, 2021, at which point Mr. Holcombe transitioned to serve as a strategic advisor to the Company until December 31, 2022.
(4)Mr. Holcombe was CEO of vTv Therapeutics Inc. and it's principal executive officer until October 21, 2021 at which point Ms. Prasad was appointed CEO of vTv Therapeutics Inc. and its principal executive officer.
(5)The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals for each fiscal year shown: 2022 - Mr. Tuch and Mr. Brown; 2021- Mr. Howard. Although Ms. Abrams was an executive officer in 2021, she received no compensation for her service as such in 2021.
(6)Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2022 or 2021.
(7)Represents the amount of net loss reflected in the Company’s audited GAAP financial statements for each applicable fiscal year.
(8)For fiscal year 2022, the ‘compensation actually paid’ to the PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2022, computed in accordance with Item 402(v) of Regulation S-K:
| | | | | | | | | | | | | | | | | |
| PEO | | AVERAGE NON-PEO NEOs |
| Sekhri | Nelson | Prasad | | |
Total Compensation Reported in 2022 Summary Compensation Table | $ | 1,721,433 | | $ | 514,071 | | $ | 1,326,967 | | | $ | 373,661 | |
Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2022 Summary Compensation Table | (1,518,002) | | (346,323) | | — | | | (236,829) | |
Plus, Year-End Fair Value of Awards Granted in 2022 that are Outstanding and Unvested | 1,262,003 | | 157,998 | | — | | | 200,710 | |
Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | — | | — | | (154,410) | | | (1,114) | |
Plus, Vesting Date Fair Value of Awards Granted in 2022 that Vested in 2022 | — | | 155,461 | | — | | | — | |
Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2022 (From Prior Year-End to Vesting Date) | — | | — | | — | | | (1,220) | |
Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2022 | — | | — | | (1,558,710) | | | — | |
Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2022 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2022) | — | | — | | — | | | — | |
Total Adjustments | (255,999) | | (32,864) | | (1,713,120) | | | (38,453) | |
Compensation Actually Paid for Fiscal Year 2022 | $ | 1,465,434 | | $ | 481,207 | | $ | (386,153) | | | $ | 335,208 | |
(9)For fiscal year 2021, the ‘compensation actually paid’ to the PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal year 2021, computed in accordance with Item 402(v) of Regulation S-K:
| | | | | | | | | | | | | | |
| PEO | | AVERAGE NON-PEO NEOs |
| Prasad | Holcombe | | |
Total Compensation Reported in 2021 Summary Compensation Table | $ | 3,292,465 | | $ | 1,911,261 | | | $ | 881,455 | |
Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2021 Summary Compensation Table | (3,159,756) | | (780,499) | | | (179,939) | |
Plus, Year-End Fair Value of Awards Granted in 2021 that are Outstanding and Unvested | 2,078,280 | | 291,995 | | | — | |
Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | — | | (238,079) | | | — | |
Plus, Vesting Date Fair Value of Awards Granted in 2021 that Vested in 2021 | — | | — | | | — | |
Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2021 (From Prior Year-End to Vesting Date) | — | | (50,496) | | | (24,142) | |
Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2021 | — | | — | | | (333,821) | |
Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2021 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2021) | — | | — | | | — | |
Total Adjustments | (1,081,476) | | (777,079) | | | (537,902) | |
Compensation Actually Paid for Fiscal Year 2021 | $ | 2,210,989 | | $ | 1,134,182 | | | $ | 343,553 | |
Pay versus Performance Relationship Disclosure
The Company generally seeks to incentivize long-term performance and, therefore, we do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance tab.
Compensation Actually Paid (“CAP”) versus Total Cumulative Return
As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEOs and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is directionally aligned with the Company’s total shareholder return over the two years presented in the table. This is because a significant portion of the “compensation actually paid” to the PEOs and to the non-PEO PEOs is comprised of equity awards.
The Company’s stock price has had the most profound impact on the change from the compensation reported in the “Summary Compensation Table.” Specifically, our stock price performance in 2022 and 2021 has resulted in a significant decline in the fair value of the total shareholder return (TSR), as measured at the end of the applicable fiscal years, and particularly as of the end of fiscal year 2022.
Compensation Actually Paid versus Net Loss
As demonstrated by the following graph, the amount of ‘compensation actually paid’ to the PEOs and the average amount of ‘compensation actually paid’ to the non-PEO NEOs is not directionally aligned with the Company’s net loss over the two years presented in the table due to the weight placed on equity-based compensation in our pay mix, as well as the impact the Company’s stock price has had on the ‘compensation actually paid’ amounts during the applicable fiscal years.
NONBINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NONBINDING ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION
We are conducting our first nonbinding advisory vote on the frequency with which we will conduct future nonbinding advisory votes on the compensation of our named executive officers. You may vote on whether you prefer that we conduct future advisory votes every one, two or three years. The Board of Directors and the Compensation Committee will review the voting results of this proposal and will consider shareholder preference as expressed through the vote in determining the frequency of future nonbinding advisory votes on named executive officer compensation..
The Board of Directors believes that holding a nonbinding advisory vote on named executive officer compensation every three years is appropriate for a company of our size and is in the best interests of the Company.
Section 14A of the Exchange Act requires that public companies conduct a nonbinding advisory vote at least every six years regarding whether the company should conduct a nonbinding advisory vote on executive compensation every one, two or three years. Although this vote is nonbinding, the Board of Directors and the Compensation Committee will review the voting results and will consider whether to make changes if stockholders express their preference for holding say on pay votes more frequently than every three years.
Vote Required
The vote on this proposal is advisory and will not be binding on the Company. Abstentions and broker non-votes will not have an effect on the outcome of this proposal.
The Board of Directors recommends a vote of THREE YEARS on this proposal.
PROPOSAL FOUR
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Board of Directors, including our Audit Committee, has selected Ernst & Young LLP (“EY”), Raleigh, North Carolina, as our independent registered public accounting firm for the fiscal year ending December 31,
2022,2023, and recommends that our stockholders vote to ratify this appointment. If our stockholders ratify this appointment, our Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it believes that doing so would be in the best interests of our stockholders. If our stockholders do not ratify this appointment, our Audit Committee may reconsider, but might not change, its appointment.
EY has audited our annual financial statements since 2000. Representatives of EY are expected to be present at the Annual Meeting of stockholders with the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
The Audit Committee has adopted a policy for the pre-approval of all audits and permitted
non-audit services that may be performed by our independent registered public accounting firm. Under the policy, the Audit Committee must give prior approval for any amount or type of service within four categories—audit, audit-related, tax services or, to the extent permitted by law, other services—that the independent auditor provides. Prior to the annual engagement, the Audit Committee may grant general pre-approval for independent auditor services within these four categories. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval and, in those instances, such service will require separate pre-approval by the Audit Committee if it is to be provided by the independent auditor. For any pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the auditor is best positioned to provide the most cost-effective and efficient service and whether the service might enhance our ability to manage or control risk or improve audit quality. The Audit Committee may delegate to one or more of its members authority to approve a request for
pre-approval, provided the member reports any approval so given to the Audit Committee at its next scheduled meeting.
All fees incurred subsequent to our IPO were pre-approved by the Audit Committee.The following table summarizes the aggregate fees billed for professional services rendered by EY to us in
20212022 and
2020.2021. A description of these various fees and services follows the table.
| | | | | | | | |
Name | | 2021 | | | 2020 | |
Audit Fees | | $ | 496,100 | | | $ | 445,000 | |
Audit-Related Fees | | | — | | | | — | |
Tax Fees | | | — | | | | — | |
All Other Fees | | | 2,000 | | | | 1,985 | |
| | | | | | | | | | | | | | |
Name | | 2022 | | 2021 |
Audit Fees | | $ | 695,000 | | | $ | 496,100 | |
Audit-Related Fees | | — | | | — | |
Tax Fees | | — | | | — | |
All Other Fees | | — | | | 2,000 | |
The aggregate fees billed to us by EY in
20212022 and
20202021 reflected as audit fees above include fees associated with the annual audit of our financial statements for the years ended December 31,
2021,2022, and
20202021 and reviews of our financial statements included in our Quarterly Reports on Form
10-Q. Additionally, the audit Audit fees above
for 2021 and 2020 include work performed with respect to
an S-3 Registration Statement filedregistration statements prepared in
2019 to register shares previously issued to MacAndrews under the Letter Agreements and with respect to our S-8 Registration Statement and the S-3 and S-1 Registration Statements filed in 2021 and 2020 to register shares under our ATM Offering and Lincoln Park Agreement.23
2022.
The aggregate fees billed to us by EY in
20212022 and
20202021 reflected as all other fees above relate to the license of accounting research software.
Approval of the ratification of the appointment of EY as our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the outstanding shares of our Class A Common Stockcommon stock and Class B Common Stock,common stock, entitled to vote as a single class, that are present or represented at the Annual Meeting. Abstentions will be counted for
purposes of determining the number of shares present or represented at the Annual Meeting and accordingly will
affecthave the
outcome ofsame effect as a vote cast against this proposal.
The Board of Directors unanimously recommends that stockholders vote FOR the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31,
2022.24
2023.
Our Audit Committee has (1) reviewed and discussed with EY, our independent registered public accounting firm, and management the audited financial statements for the year ended December 31,
2021,2022, (2) discussed with EY the matters required to be discussed by Auditing Standard No. 61, as adopted by the Public Company Accounting Oversight Board, and (3) received written disclosures and a letter from EY concerning applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the Audit Committee concerning independence, and has discussed with EY its independence. Based upon these discussions and reviews, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form
10-K as amended by Form 10-K/A Amendment No. 1, for the fiscal year ended December 31,
2021,2022, which
ishas been filed with the SEC.
Our Board of Directors has determined that
Messrs. Fry, SpiegelDrs. Harris and Weiner
and Mr. Fry are independent within the meaning of the
NASDAQNasdaq Stock Market listing rules and meet the additional requirements for independence for Audit Committee members imposed by Rule 10A-3 under the Exchange Act (collectively, the “Audit Committee Independence Requirements”). As a result, our Audit Committee is composed entirely of directors who are independent within the meaning of the
NASDAQNasdaq Stock Market listing rules and meet the Audit Committee Independence Requirements. The Board of Directors has determined that
Mr. SpiegelDr. Harris qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation
S-K.On March 30, 2022, Mr. Spiegel advised us that he will not stand for reelection at the Annual Meeting, although he will remain a director and Chair of the Audit Committee until the time of the Annual Meeting. Following the Annual Meeting, we currently expect that, if reelected as directors at the Annual Meeting, Messrs. Fry and Weiner (who are independent within the meaning of the NASDAQ Stock Market listing rules and meet the Audit Committee Independence Requirements) will continue to be members of the Audit Committee. We are currently conducting a search for a qualified director to join the Audit Committee.
Our Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is available under Documents & Charters in the Investors — Corporate Governance section of our website at www.vtvtherapeutics.com.
EY is responsible for performing an independent audit of the financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America. The Audit Committee’s responsibility is to monitor, evaluate and oversee these processes. The Audit Committee members are not our employees and are not professional accountants or auditors. The Audit Committee’s primary purpose is to assist the Board of Directors to fulfill its oversight responsibilities by reviewing the financial information provided to stockholders and others, the systems of internal controls that management has established to preserve the Company’s assets and the audit process. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures or to determine that our financial statements are complete and accurate and in accordance with accounting principles generally accepted in the United States of America. The Audit Committee has reviewed and discussed the audited financial statements with management and EY. In giving the Audit Committee’s recommendation to the
Board,board, it has relied on management’s representations that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of EY included in its report on our financial statements.
EY has served as our auditor since 2000.
| | |
THE AUDIT COMMITTEE OF |
THE BOARD OF DIRECTORS |
Noel J. Spiegel, ChairKeith Harris, Ph.D. |
John A. Fry |
Howard L. Weiner, M.D. |
25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our Class A
Common Stockcommon stock as of April
4, 2022,10, 2023, unless otherwise noted below for the following:
•each person, or group of affiliated persons, who we know to beneficially own more than 5% of our Class A Common Stock;
common stock;•each of our named executive officers;
•each of our directors and director nominees; and
•all of our executive officers, directors and director nominees as a group.
The number of shares of Class A
Common Stockcommon stock outstanding and the percentage of beneficial ownership are based on the number of shares of Class B
Common Stockcommon stock and nonvoting common units of vTv Therapeutics LLC (“vTv Units”) outstanding and after giving effect to the exchange of all outstanding shares of Class B
Common Stockcommon stock (together with the corresponding vTv Units) into shares of Class A
Common Stock.common stock. Pursuant to the Exchange Agreement, vTv Units may, subject to the terms of the Exchange Agreement and the vTv Therapeutics LLC Amended and Restated Limited Liability Company Agreement, be exchanged at any time (along with a corresponding number of shares of our Class B
Common Stock)common stock) with vTv Therapeutics LLC for shares of our Class A
Common Stockcommon stock on a
one-for-one basis, or for cash, at our option (as the managing member of vTv Therapeutics LLC). See “Certain Relationships and Related Party Transactions—Exchange Agreement.”
Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Common stock subject to options exercisable on or within 60 days after April
4, 2022,10, 2023, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those options but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, the address for each listed stockholder is c/o vTv Therapeutics Inc., 3980 Premier Drive, Suite 310, High Point, North Carolina 27265.
| | | | | | | | |
Name and Address of Beneficial Owner | | Shares Beneficially Owned | | | Percentage Beneficially Owned | |
Robin E. Abrams (1) | | | 113,333 | | | | 0.1 | % |
Barry Brown (2) | | | 35,916 | | | | * | |
John A. Fry (3) | | | 77,500 | | | | * | |
Chandresh Harjivan | | | 0 | | | | * | |
Hersh Kozlov (4) | | | 48,203 | | | | * | |
Richard S. Nelson (5)(6) | | | 216,250 | | | | 0.2 | % |
Noel J. Spiegel (7) | | | 106,000 | | | | 0.1 | % |
Howard L. Weiner (8) | | | 56,250 | | | | * | |
All directors, director nominees and executive officers as a group (8 individuals) | | | 653,452 | | | | 0.7 | % |
5% or Greater Stockholders: | | | | | | | | |
Ronald O. Perelman (9)(10) | | | 61,427,396 | | | | 66.9 | % |
(1) | Includes options to purchase up to 113,333 shares of our Class A Common Stock that are vested and exercisable or will become vested and exercisable within 60 days of April 4, 2022.
|
(2) | Includes options to purchase up to 35,816 shares of our Class A Common Stock that are vested and exercisable or will become vested and exercisable within 60 days of April 4, 2022.
|
(3) | Includes options to purchase up to 77,500 shares of our Class A Common Stock that are vested and exercisable or will become vested and exercisable within 60 days of April 4, 2022.
|
26
| | | | | | | | | | | | | | |
Name and Address of Beneficial Owner | | Shares Beneficially Owned | | Percentage Beneficially Owned |
Paul Sekhri | | — | | * |
Steven Tuch | | — | | * |
Keith Harris | | — | | * |
Fahed Al Marzooqi | | — | | * |
Jonathan Isaacsohn | | — | | |
John A. Fry (1) | | 226,961 | | 0.2% |
Chandresh Harjivan | | — | | * |
Hersh Kozlov (2) | | 139,008 | | 0.1% |
Richard S. Nelson (3) | | 310,000 | | 0.3% |
Howard L. Weiner (4) | | 144,711 | | 0.1% |
All directors, director nominees and executive officers as a group (8 individuals) | | 820,680 | | | 0.8% |
5% or Greater Stockholders: | | | | |
MacAndrews & Forbes (5) | | 61,427,396 | | | 57.7% |
G42 Investments AI Holding RSC Ltd (6) | | 10,386,274 | | | 9.9% |
Medpace Investors, LLC (7) | | 5,397,529 | | | 5.2% |
* Less than 0.1%.
(4) | Includes options to purchase up to 23,203 shares of our Class A Common Stock that are vested and exercisable or will become vested and exercisable within 60 days of April 4, 2022.
|
(5) | Includes options to purchase up to 156,250 shares of our Class A Common Stock that are vested and exercisable or will become vested and exercisable within 60 days of April 4, 2022.
|
(6) | Includes 50,000 shares of Class A Common Stock held directly by Mr. Nelson and 10,000 shares of Class A Common Stock held of record by Mr. Nelson’s spouse as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. Nelson disclaims beneficial ownership of these shares.
|
(7) | Includes options to purchase up to 100,000 shares of our Class A Common Stock that are vested and exercisable or will become vested and exercisable within 60 days of April 4, 2022.
|
(8) | Includes options to purchase up to 56,250 shares of our Class A Common Stock that are vested and exercisable or will become vested and exercisable within 60 days of April 4, 2022.
|
(9) | Address is c/o MacAndrews & Forbes Incorporated, 35 East 62nd Street, New York, NY 10065.
|
(10) | Based solely on the Schedule 13D/A (Amendment No. 43) filed by MacAndrews & Forbes Incorporated with the SEC on November 12, 2021. Consists of: (a) 36,519,212 shares of our Class A Common Stock held beneficially by MacAndrews & Forbes Group LLC (“M&F Group”), (b) 23,084,267 shares of our Class B Common Stock that are held directly by M&F Group, (c) 1,823,917 shares of Class A Common Stock issuable to M&F Group upon exercise of Common Stock Purchase Warrants held by M&F Group. The number of shares reported above includes 49,713 shares of Class B Common Stock and corresponding vTv Units that may be deemed to be directly beneficially owned by the Ronald O. Perelman Trust.
|
27
(1)Includes 61,000 shares of Class A common stock held directly by Mr. Fry and options to purchase up to 165,961 shares of our Class A common stock that are vested and exercisable or will become vested and exercisable within 60 days of April 10, 2023.
(2)Includes 25,000 shares of Class A common stock held directly by Mr. Kozlov and options to purchase up to 114,008 shares of our Class A common stock that are vested and exercisable or will become vested and exercisable within 60 days of April 10, 2023.
(3)Includes 50,000 shares of Class A common stock held directly by Mr. Nelson and 10,000 shares of Class A common stock held of record by Mr. Nelson’s spouse as custodian for a minor child under the Uniform Transfer to Minors Act. Mr. Nelson disclaims beneficial ownership of these shares. Also includes options to purchase up to 250,000 shares of our Class A common stock that are vested and exercisable or will become vested and exercisable within 60 days of April 10, 2023.
(4)Includes options to purchase up to 144,711 shares of our Class A common stock that are vested and exercisable or will become vested and exercisable within 60 days of April 10, 2023.
(5)Based solely on the Schedule 13D/A (Amendment No. 44) filed by The ROP Revocable Trust dated 1/9/2018, a New York trust (the “ROP Revocable Trust”), MacAndrews & Forbes Incorporated, a Delaware corporation (“MacAndrews & Forbes”), MacAndrews & Forbes LLC, a Delaware limited liability company (“M&F LLC”), MacAndrews & Forbes Group LLC, a Delaware limited liability company (“M&F Group”), MFV Holdings One LLC, a Delaware limited liability company (“MFV”), M&F TTP Holdings LLC, a Delaware limited liability company (“M&F TTP”), M&F TTP Holdings Two LLC, a Delaware limited liability company (“M&F TTP Two”), and RLX Holdings One LLC (“RLX Holdings One”), with the SEC on June 1, 2022. Consists of: (a) 36,519,212 shares of our Class A common stock held beneficially by MacAndrews & Forbes Group LLC (“M&F Group”), (b) 23,084,267 shares of our Class B common stock that are held directly by M&F Group, (c) 1,823,917 shares of Class A common stock issuable to M&F Group upon exercise of Common Stock Purchase Warrants held by M&F Group. The number of shares reported above includes 49,713 shares of Class B common stock and corresponding vTv Units that may be deemed to be directly beneficially owned by the Ronald O. Perelman 2013 Trust.Ronald O. Perelman, the sole trustee and sole beneficiary of the ROP Revocable Trust and the director, chairman and chief executive officer of MacAndrews & Forbes, may be deemed to beneficially own all the shares of Class A common stock and Class B common stock beneficially owned by the ROP Revocable Trust, MacAndrews & Forbes, M&F LLC, M&F Group, MFV, M&F TTP, M&F TTP Two and RLX Holdings One. Mr. Perelman disclaims any beneficial ownership of the shares of Class A common stock and Class B common stock, except to the extent of his pecuniary interest therein. The business address of all of the entities described in this footnote is 31 East 62nd Street New York, NY 10065.
(6)Based solely on the Schedule 13D filed by G42 Investment A1 Holdings RSC Ltd. (G42 Investments) and HH Sheikh Tahnoon Bin Zayed A. Al-Nahyan with the SEC on June 10, 2022. As reported, G42 Investments is a wholly-owned subsidiary of Group42 Holding, Ltd., which is majority owned by RGH1 Investment SPV RSC Ltd. (Royal Group). HH Sheikh Tahnoon Bin Zayed A. Al-Nahyan, as the beneficial owner of the Royal Group, exercises sole dispositive and voting control of the common stock and is the ultimate beneficial owner of the common stock reported herein. G42 Investments has an address of Office 801, Floor 8, Al Khaten Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. The business address of H Sheikh Tahnoon Bin Zayed A. Al-Nahyan is Office 2458, Floor 24, Al Sila Tower, ADGM, Al Maryah, AbuDhabi, United Arab Emirates.
(7)Based solely on the Schedule 13G filed by Medpace Investors LLC (MPI) and August J. Troendle with the SEC on August 23, 2022. As reported, MPI holds 1,242,980 shares of Class A common stock and CinPax LLC holds 4,154,549 shares of Class A common stock. MPI owns approximately 70% of the outstanding common equity of CinPax and, as such, MPI is deemed to have beneficial ownership of the common stock held by CinPax. August J. Troendle owns a majority of the interests in MPI and may be deemed to have shared voting and investment powers over the shares held and beneficially owned by MPI. Mr. Troendle disclaims beneficial ownership of the shares held or beneficially owned by MPI except to the extent of any pecuniary interest therein. MPI and Mr. Troendle have a business address of 5375 Medpace Way, Cincinnati, OH 45227.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our directors, certain of our officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. These persons are required by the SEC to furnish us with copies of all Section 16(a) reports that they file.
Based solely on a review of Forms 3 and 4 and amendments thereto furnished to us during 2022, filed by our officers, directors, and any person whom we understand to own more than 10% of our common stock, all Section 16(a) filings were timely filed to our knowledge, with the exception of the Form 3 for Mr. Brown, which was due upon his appointment as an executive officer in March 2022, and was filed on March 6, 2023, and the Forms 3 and 4 for Dr. Harris, which were due upon his appointment to our board and initial option award on July 11, 2022 and July 13, 2022, respectively, and filed out of time on August 17, 2022.
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
Other than compensation arrangements for our named executive officers and directors, we describe below each transaction or series of similar transactions, since January 1,
2021,2022, to which we were a party or will be a party, in which:
•the amounts involved exceeded or will exceed $120,000; and
•any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
Compensation arrangements for our named executive officers and directors are described in the sections entitled “Executive“Executive Compensation-Employment and Services Agreements”Agreements” and “Director Compensation”“Director Compensation”. Policies and Procedures for Related Party Transactions
We have adopted a written Related Person Transaction Policy, which sets forth our policy with respect to the review, approval, ratification and disclosure of all related person transactions by our Audit Committee. In accordance with our Related Person Transaction Policy, our Audit Committee has overall responsibility for the implementation and compliance with this policy.
For the purposes of our Related Person Transaction Policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and in which any related person (as defined in our Related Person Transaction Policy) had, has or will have a direct or indirect material interest, in excess of $120,000. A “related person transaction” does not include any employment relationship or transaction involving an executive officer and any related compensation resulting solely from that employment relationship which has been reviewed and approved by our Board of Directors or Compensation Committee.
Our Related Person Transaction Policy requires that notice of a proposed related person transaction be provided to our legal department or our
Chief Financial Officerchief financial officer prior to entering into such transaction. If our legal department determines that such transaction is a related person transaction, the proposed transaction will be submitted to our Audit Committee for consideration at its next meeting. Under our Related Person Transaction Policy, only our Audit Committee will be permitted to approve those related person transactions that are in, or not inconsistent with, our best interests. In the event we become aware of a related person transaction that has not been previously reviewed, approved or ratified under our Related Person Transaction Policy and that is ongoing or is completed, the transaction will be submitted to our Audit Committee so that it may determine whether to ratify, rescind or terminate the related person transaction.
Our Related Person Transaction Policy also provides that our Audit Committee will review certain previously approved or ratified related person transactions that are ongoing to determine whether the related person transaction remains in our best interests and the best interests of our stockholders.
In connection with the IPO,our 2015 initial public offering, we, vTv Therapeutics LLC and vTv Therapeutics Holdings LLC (“Holdings”), and other existing and future holders of the vTv Units (and corresponding shares of Class B Common Stock)common stock) entered into an exchange agreement (the “Exchange Agreement”) under which, from time to time, the holders (or certain
transferees thereof) have the right to exchange their vTv Units (along with a corresponding number of our Class B
Common Stock)common stock) for (i) shares of our Class A
Common Stockcommon stock on a
one-for-one basis or (ii) cash (based on the market price of the shares of Class A common stock), at our option, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Any decision to require an exchange for cash rather than shares of Class A
Common Stockcommon stock will ultimately be determined by our Board of Directors.
28
On October 5, 2015, Holdings was dissolved and made a liquidating distribution of shares of Class B Common Stockcommon stock and the corresponding vTv Units to its members. As a result of the dissolution, M&F TTP Holdings LLC became the successor to Holdings under the Exchange Agreement, Investor Rights Agreement and the Tax Receivable Agreement pursuant to the terms of each respective agreement, and various other holders of Class B Common Stockcommon stock became parties to the Exchange Agreement. On December 28, 2015, M&F TTP Holdings LLC contributed its shares of Class B Common Stockcommon stock and the corresponding vTv Units to its subsidiary, M&F, which became the successor to M&F TTP Holdings LLC under the Exchange Agreement, Investor Rights Agreement and Tax Receivable Agreement pursuant to the terms of each respective agreement.
As further described above, our Class B
Common Stock,common stock, together with the corresponding number of vTv Units, may be exchanged for shares of our Class A
Common Stock,common stock, or for cash, at our option. These future exchanges of Class B
Common Stock,common stock, together with the corresponding number of vTv Units, may result in increases in the tax basis of the assets of vTv Therapeutics LLC that otherwise would not have been available. Such increases in tax basis are likely to increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of income tax we would otherwise be required to pay in the future and may also decrease gain (or increase loss) on future dispositions of certain assets to the extent the increased tax basis is allocated to those assets. The IRS may challenge all or part of these tax basis increases, and a court could sustain such a challenge.
In connection with our
IPO,2015 initial public offering, we entered into a Tax Receivable Agreement with M&F, as successor in interest to Holdings, and M&F TTP Holdings LLC that provides for the payment by us to M&F (or certain of its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize (or, in some circumstances, we are deemed to realize) as a result of (a) the exchange of Class B
Common Stock,common stock, together with the corresponding number of vTv Units, for shares of our Class A
Common Stockcommon stock (or for cash), (b) tax benefits related to imputed interest deemed to be paid by us as a result of the Tax Receivable Agreement and (c) certain tax benefits attributable to payments under the Tax Receivable Agreement. Although the actual increase in tax basis and the amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A common stock at the time of the exchange, the nature of the assets, the extent to which such exchanges are taxable, the tax rates then applicable, and the amount and timing of our income, we expect that the payments that we make to M&F could be substantial.
M&F generally will not reimburse us for any payments that previously have been made under the Tax Receivable Agreement even if the IRS subsequently disallows the tax basis increase or any other relevant tax item. Instead, any excess cash payments made by us to M&F will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to M&F for a number of years following the initial time of such payment. As a result, in certain circumstances we could make payments to M&F under the Tax Receivable Agreement in excess of our cash tax savings. Our ability to achieve benefits from any tax basis increase and the payments to be made under the Tax Receivable Agreement, will depend upon a number of factors, including the timing and amount of our future income and the nature of our assets.
To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid. In addition, the Tax Receivable Agreement provides that, upon a merger, asset sale or other form of business combination or certain other changes of control or if, at any time, we elect an early termination of the Tax Receivable Agreement, our (or our successor’s) obligations with respect to exchanged or acquired Class B common stock, together with the corresponding number of vTv Units (whether exchanged or acquired before or after such change of control or early termination) would be required to be paid significantly in advance of the actual realization, if any, of any future tax benefits and would be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement, and, in the case of certain early termination elections, that any Class B Common Stock,common stock, together with the corresponding number of vTv Units, that have not been exchanged will be
deemed exchanged for the market value of the Class A common stock at the time of termination. Consequently, it is possible that the actual cash tax savings realized by us will be significantly less than the corresponding Tax Receivable Agreement payments.
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We are a holding company, and we have no material assets other than our ownership of vTv Units, and we have no independent means of generating revenue or cash flow. We intend, as its managing member, to cause vTv Therapeutics LLC to make distributions in an amount sufficient to allow us to pay our operating expenses, including any payments due under the Tax Receivable Agreement. However, vTv Therapeutics LLC’s ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which vTv Therapeutics LLC is then a party, including potential debt agreements, or any applicable law, or that would have the effect of rendering vTv Therapeutics LLC insolvent. If vTv Therapeutics LLC does not distribute sufficient funds for us to pay our operating expenses, including any payments due under the Tax Receivable Agreement, we may have to borrow funds, which could materially adversely affect our liquidity and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.
Our organizational structure, including the fact that M&F owns more than 50% of the voting power of our voting stock and owns part of its economic interest in our business through vTv Therapeutics LLC, confers certain benefits upon M&F that will not benefit the holders of our Class A
Common Stockcommon stock to the same extent as it will benefit M&F. Although we will retain 15% of the amount of the tax benefits described above, it is possible that the interests of M&F may in some circumstances conflict with our interests and the interests of our other stockholders. For example, M&F may have different tax positions from us, especially in light of the Tax Receivable Agreement, that could influence their decisions regarding whether and when we should dispose of assets, whether and when we should incur new or refinance existing indebtedness, and whether and when we should terminate the Tax Receivable Agreement and accelerate our obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any future challenges by any taxing authority to our tax reporting positions may take into consideration M&F’s tax or other considerations, which may differ from the considerations of us or our other stockholders. To the extent that M&F is dissolved or liquidated, MacAndrews and/or its affiliates will succeed to the rights and obligations of M&F under the Tax Receivable Agreement.
Investor Rights Agreement
In connection with our
IPO,2015 initial public offering, we entered into an Investor Rights Agreement with M&F, as successor in interest to Holdings. The Investor Rights Agreement provides M&F with certain demand, shelf and piggyback registration rights with respect to its shares of our common stock and provides M&F with certain governance rights, depending on the size of its holdings of our common stock.
Under the registration rights provisions of the Investor Rights Agreement:
•M&F and its affiliates have the right to cause us to conduct an unlimited number of demand registrations, subject to certain customary restrictions;
•once we are eligible to do so, M&F and its affiliates have the right to cause us to file and have declared effective a shelf registration statement on Form S-3 with respect to all of their shares of our common stock; and
•M&F and its affiliates have the right to participate in certain registered offerings by us.
The registration rights provisions also contain customary provisions relating to cooperation with the registration process,
black-out periods and customary securities law indemnity provisions in favor of the selling stockholders. With certain customary exceptions, we will be required to bear all registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares pursuant to the agreement. Registration rights may be transferred by M&F and its affiliates, subject to certain restrictions. No predetermined penalties or liquidated damages will be payable by us if we fail to comply with the registration rights provisions of the Investor Rights Agreement.
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The Investor Rights Agreement also provides that M&F, subject to applicable corporate governance rules of the SEC and the NASDAQNasdaq Stock Market listing rules (which may require M&F to designate independent directors), has the right to designate: (i) a majority of the directors (and if the number of directors is even, one director more than 50% of the number of directors) if it beneficially owns more than 50% of our outstanding common stock, (ii) one less than a majority of the directors if it beneficially owns more than 25% but 50% or less of our outstanding common stock, and (iii) one-third of the
directors (rounded down to the nearest whole number) if it beneficially owns more than 10% but 25% or less of our outstanding common stock. M&F loses the right to designate directors once it owns 10% or less of our outstanding common stock. So long as M&F beneficially owns 25% or more of our outstanding common stock, it will have the right, subject to applicable corporate governance rules of the SEC and the
NASDAQNasdaq Stock Market listing rules, to designate the members of the committees of our Board of Directors. The Investor Rights Agreement will terminate when MacAndrews (which indirectly controls approximately 66.2% of our outstanding common stock as of the record date) and its permitted transferees hold less than 2.5% of our outstanding common stock. To the extent that M&F is dissolved or liquidated, MacAndrews and/or its affiliates will succeed to M&F rights and obligations under the Investor Rights Agreement.
Indemnification Agreements
We have entered into customary indemnification agreements with our executive officers and directors that provide, in general, that we will provide them with customary indemnification in connection with their service to us or on our behalf.
These indemnification agreements require us, among other things, to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.
G42 Transaction
On May 31,
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation Committee consists 2022, the Company and G42 Investments AI Holding RSC Ltd, a private limited company (“G42 Investments”), entered into a Common Stock Purchase Agreement (the “G42 Purchase Agreement”), pursuant to which the Company sold to G42 Investments 10,386,274 shares of Messrs. Fry (Chair)the Company’s Class A common stock at a price per share of approximately $2.41, for an aggregate purchase price of $25.0 million, which was paid (i) $12.5 million in cash at the closing and Kozlov. None(ii) $12.5 million in the form of our executive officers servesa promissory note of G42 Investments to be paid on May 31, 2023 (the "G42 Promissory Note"). As part of the G42 Purchase Agreement, G42 Investments nominated a director as a member ofappointee and the Company’s Board of Directors approved appointing the new director to the Company’s board.
G42 Investments has agreed to certain transfer restrictions (including restrictions on short sales or Compensation Committeesimilar transactions) and restrictions on further acquisitions of shares, in each case subject to specified exceptions. Following the expiration of a lock up period, from the period May 31, 2022 until December 31, 2024 (or other committeeif earlier, the date of receipt of FDA approval in the United States for TTP399 (the “FDA Approval”) of TTP399), the Company has granted to G42 Investments certain shelf and piggyback registration rights with respect to those shares of Class A common stock issued to G42 Investments pursuant to the G42 Purchase Agreement, including the ability to conduct an underwritten offering to resell such shares under certain circumstances. The registration rights include customary cooperation, cut-back, expense reimbursement, and indemnification provisions.
Contemporaneously with the G42 Purchase Agreement, effective on May 31, 2022, the Company entered into a collaboration and license agreement (the “Cogna Agreement”) with Cogna Technology Solutions LLC, an affiliate of G42 Investments (“Cogna”), which requires Cogna to work with the Company in performing equivalent functions)clinical trials for the Company’s TTP399 compound (the “Licensed Product”) as well as jointly creating a global development plan to develop, market, and commercialize TTP399 in certain countries in the Middle East, Africa, and Central Asia (the “Partner Territory”). Under the terms of another entitythe Cogna Agreement, Cogna will obtain a license under certain intellectual property controlled by the Company to enable it to fulfill its obligations and exercise its rights under the Cogna Agreement, including to develop and commercialize the Licensed Product in the Partner Territory, but will not have access to the various intellectual property related to the license and TTP399. Specifically, the Company will share various protocols with Cogna related to conducting the clinical trials and will provide the patient dosages and placebo of TTP399 needed to conduct the trials.
Under the Cogna Agreement, Cogna has the right to develop and commercialize the Licensed Product in the Partner Territory at its own cost once restrictions on the use of the IP have been lifted by the Company. The Cogna Agreement determined which specific countries in the Partner Territory that has oneCogna may pursue development and commercialization and provides the Company with the ability to determine when Cogna can benefit from this IP through the powers granted to the Company to approve the global development plan. Further, the Company may supply at cost, or more executive officers servingCogna may manufacture, TTP399 for commercial sale under terms to be agreed upon by the parties at a later date.
Separately, the Company will conduct its clinical trials for TTP399 outside of the Partner Territory, at its own cost. The results of each party’s clinical trials will be combined by the Company to seek FDA approval in the United States for TTP399. On December 21, 2022, G42 Healthcare Technology Solutions LLC (formerly known as Cogna Technology Solutions LLC) novated its rights and obligations under the Cogna Agreement to G42 Healthcare Research Technology Projects LLC ("G42 Healthcare"), an affiliate of G42 Investments. As a result of the novation, all references to Cogna herein shall be deemed to refer to G42 Healthcare.
The G42 Purchase Agreement also provides for, following the receipt of FDA approval of the Licensed Product, at the option of G42 Investments, either (a) the issuance of the Company’s Class A common stock (the “Milestone Shares”) having an aggregate value equal to $30.0 million or (b) the payment by the Company of $30.0 million in cash (the “Milestone Cash Payment”). The issuance of the Milestone Shares or the payment of the Milestone Cash Payment, as applicable, are conditioned upon receipt of the FDA Approval and subject to certain limitations and conditions set forth in the G42 Purchase Agreement. There can be no assurance that the FDA Approval will be granted or as to the timing thereof.
Once commercialization takes place in the Partner Territory, the Company will receive royalties in the single digits from Cogna on ourthe net sales of the Licensed Product for a period of at least ten years after the first commercial sale of the Licensed Product in the Partner Territory.
On February 28, 2023, the Company and G42 Investments amended the G42 Purchase Agreement and modified the G42 Promissory Note to accelerate the payment due under the note. Pursuant to the amendment, on February 28, 2023, the Company received $12.0 million, which reflected the original amount due under the G42 Promissory Note less a 3.75% discount, in full satisfaction of the note.
CinPax and CinRx Transaction
On July 22, 2022, the Company entered into the CinRx Purchase Agreement with CinPax, LLC (“CinPax”), a subsidiary of CinRx Pharma, LLC (“CinRx”), pursuant to which the Company agreed to sell to CinPax 4,154,549 shares of the Company’s Class A common stock at a price per share of approximately $2.41, for an aggregate purchase price of $10.0 million, which was paid (i) $6.0 million in cash at the closing of the transaction and (ii) $4.0 million in the form of a non-interest-bearing promissory note with CinPax and was paid to the Company on November 22, 2022. The CinRx Purchase Agreement provides CinPax the right to nominate a director to be approved on vTv’s Board of Directors and a board observer, which was subsequently approved by the Company’s board.
The CinRx Purchase Agreement also provides CinRx warrants to purchase up to 1,200,000 shares of Class A common stock at an initial exercise of price of approximately $0.72 per share (the “CinRx Warrants”). The CinRx Warrants will become exercisable by CinRx only if (i) the Company receives FDA approval to market and distribute the pharmaceutical product containing the Company’s proprietary candidate, TTP399, or Compensation Committee. No interlocking relationship exists between any member(ii) the Company is acquired by a third party, sells all or substantially all of its assets related to TTP399 to a third party or grants a third party an exclusive license to develop, commercialize and manufacture TTP399 in the United States. If neither of these events happen within five years of the Board of Directors or any memberdate of the Compensation Committee (or other committee performing equivalent functions)issuance of any other company.32
the CinRx Warrants, the CinRx Warrants will expire and not be exercisable by CinRx. The exercise price of the CinRx Warrants and the number of shares issuable upon exercise of the CinRx Warrants are subject to adjustments in accordance with the terms of the CinRx Warrants.
Additionally, in conjunction with the CinRx Purchase Agreement the Company and CinRx entered into a Master Service Agreement whereby CinRx provides the Company with consulting, preclinical and clinical trial services, as enumerated in project proposals negotiated between the Company and CinRx from time to time.
Stockholders may present proposals for action at meetings of stockholders only if they comply with the proxy rules established by the SEC, applicable Delaware law and our
amended and restated by-laws.By-laws. We have not received any stockholder proposals for consideration at our
20222023 Annual Meeting of Stockholders.
Under Rule 14a-8 promulgated by the SEC under the Exchange Act (“Rule 14a-8”), for a stockholder proposal to be included in our proxy solicitation materials for the 20212024 Annual Meeting of Stockholders, it must be delivered to our principal executive offices located at 3980 Premier Drive, Suite 310, High Point, North Carolina 27265 by January 2,December 27, 2023, at 5:00 p.m. Eastern Time.time. The stockholder proposals must otherwise comply with the requirements of Rule 14a-8. Any stockholder who desires to bring a proposal at our 2022 Annual Meeting of Stockholders without including such proposal in
our proxy statement or to nominate a directors, including pursuant to the SEC's universal proxy rule, Exchange Act Rule 14a-19, must deliver written notice thereof to our Secretary no earlier than February 1, 2023,7, 2024, and no later than March 3, 2023. The stockholder proposals8, 2024, provided that if the date of our 2024 Annual Meeting of Stockholders is more than 30 days before or 60 days after the first anniversary of the Annual Meeting, then such proposal or nomination must otherwise comply withbe delivered to our Secretary no earlier than 120 days before the date of the 2024 Annual Meeting of Stockholders and no later than the later of 90 days before such date and the tenth day after the day on which the notice of such annual meeting was made or publicly disclosed. Proposals and nominations submitted by stockholders must satisfy all applicable requirements of Rule 14a-8.in our By-laws and SEC rules.
If a stockholder proposal is not properly submitted for inclusion in the
20232024 proxy statement pursuant to the requirements described above (but otherwise complies with the advance notice provisions of our
amended and restated by-laws)By-laws), management will be permitted to vote proxies in its discretion if it advises stockholders in the
20232024 proxy statement about the nature of the matter and how management intends to vote on such matter.
The SEC has adopted rules that permit companies to deliver a single copy of proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions from one or more of the stockholders at that address. This means that only one copy of the Annual Report, this Proxy Statement and Notice may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of the Proxy Statement either now or in the future, please contact our Secretary either by calling 336-841-0300 or by mailing a request to Attn: Secretary, 3980 Premier Drive, Suite 310, High Point, North Carolina 27265. Upon written or oral request to the Secretary, we will promptly provide a separate copy of the Annual Report and this Proxy Statement and Notice. In addition, stockholders at a shared address who receive multiple copies of proxy statements may request to receive a single copy of proxy statements in the future in the same manner as described above.33
Other than those matters set forth in this Proxy Statement, we do not know of any additional matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors recommends. Dated:
May 2, 202234
April 26, 2023
HOW TO ATTEND THE ANNUAL MEETING
Online access to the Annual Meeting will begin 15 minutes prior to the meeting start time of 9:00 a.m. Eastern
Daylight Timetime on June
1, 2022.6, 2023. To be admitted to the Annual
Meeting’sMeeting's live webcast, you must have previously registered at
www. proxydocs.com/vtvt.35
www.proxydocs.com/vtvt.
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YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go • To: www.proxypush.com/VTVT • Cast your vote online • Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-240-5352 • • Use any touch-tone telephone • Have your Proxy Card ready Follow the simple recorded instructions MAIL • • Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided “ALEXA, VOTE MY PROXY” • • Open Alexa app and browse skills Search “Vote my Proxy” • Enable skill You must register to attend the meeting online and/or participate at www.proxydocs.com/VTVT P.O. BOX 8016, CARY, NC 27512-9903 vTv Therapeutics Inc. Annual Meeting of Stockholders For Stockholders as of April 04, 2022 TIME: Wednesday, June 1, 2022 9:00 AM, Eastern Time PLACE: Annual Meeting to be held live via the Internet—please visit www.proxydocs.com/VTVT for more details This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Richard S. Nelson and Barry K. Brown, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of vTv Therapeutics Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
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vTv Therapeutics Inc. Annual Meeting of Stockholders Please make your marks like this: X THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1 AND 2 PROPOSAL 1. To elect five director nominees to serve until our next annual meeting or until their successors have been elected and qualified; 1.01 John A. Fry 1.02 Chandresh Harjivan 1.03 Hersh Kozlov 1.04 Richard S. Nelson 1.05 Howard L. Weiner 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. DIRECTORS YOUR VOTE RECOMMENDS WITHHOLD FOR AGAINST ABSTAIN You must register to attend the meeting online and/or participate at www.proxydocs.com/VTVT Authorized Signatures—Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date
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