| ·
● | | providing recommendations regarding key molecules in our discovery and development pipelines through reports and select in-depth project reviews;
|
| ·
● | | providing recommendations regarding our pipeline/portfolio balance from a scientific and clinical perspective, including new molecular entity versus new indication balance, mechanism balance, target balance and general risk balance;
|
| ·
● | | providing recommendations regarding key discovery and development strategies to align with our business needs; and
|
| ·
● | | providing feedback to the board of directors and to our research and development group.
|
The members of our research and development committee are Nicholas Lydon, Alexis Borisy, George D. Demetri, Mark Goldberg and Lynn Seely. Dr. Lydon serves as chair of the research and development committee. The research and development committee held two meetingsone meeting during fiscal 2015.
the year ended December 31, 2021.
Director Nomination Process
The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the nominating and corporate governance committee and our board of directors.
Criteria and Diversity
In considering whether to recommend to our board of directors any particular candidate for inclusion in our board of directors’ slate of recommended director nominees, including candidates recommended by stockholders, the nominating and corporate governance committee of our board of directors applies the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing, accomplishments in the candidate’s respective field, the candidate’s reputation for high ethical and moral standards, the candidate’s time and ability to devote to the affairs of the company, and to the extent applicable, the candidates history of actively contributing to any boards of directors on which the candidate previously served.
The director biographies on pages 6 to 96-9 of this proxy statement indicate each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and our board of directors to conclude hesuch individual should continue to serve as a director. Our nominating and corporate governance committee and
our board of directors believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our board of directors as a whole.
We do not have a policy (formal or informal) with respectThe nominating and corporate governance committee board are committed to equity, diversity but weand inclusion. We believe that our board of directors, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. In this regard,While our nominating and corporate governance committee and our board of directors also take into consideration the diversity (with respect to gender, race and national origin) of our board members but dodoes not makeassign any particular weighting of diversity or any other characteristic, the committee and our board of directors take diversity into consideration, including with respect to gender, race and national origin, in evaluating nominees and directors. Our nominating and corporate governance committee’s and our board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders.
Board Diversity
Diversity is among the relevant factors considered by our board of directors and corporate governance committee for membership on our board of directors. The table below provides certain highlights relating the composition and diversity of our board of directors. Each of the categories listed in the below table has the meaning used in Nasdaq Listing Rule 5605(f).
| | | | |
Board Diversity Matrix (as of April 4, 2022) |
Total Number of Directors | Female | Male | Non-Binary | Did not Disclose Gender |
Directors | 3 | 7 | - | - |
Number of Directors who identify in Any of the Categories Below: | - | - | - | - |
African American or Black | - | 1 | - | - |
Alaskan Native or Native American | - | - | - | - |
Asian | - | - | - | - |
Hispanic or Latinx | - | - | - | - |
Native Hawaiian or Pacific Islander | - | - | - | - |
White | 3 | 6 | - | - |
Two or More Races or Ethnicities | - | - | - | - |
LGBTQ+ | - | - | - | - |
Did not Disclose Demographic Background | - | - | - | - |
Stockholder Nominations
Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whetherthe amount of our beneficially owned common stock held by the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to Blueprint Medicines Corporation, Attention: Nominating and Corporate Governance Committee, 3845 Sidney Street, Suite 200, Cambridge, Massachusetts 02139. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting.
Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or our board of directors, by following the procedures set forth under “Stockholder Proposals for 2017 Annual Meeting.Proposals.”
Our Corporate Social Responsibility Efforts
At Blueprint Medicines, we believe that when we work together, the impact of our collective efforts can make a profound impact on patients, our employees and the communities where we live and work. We understand the importance of expanding our corporate citizenship and sustainability efforts and we are committed to making a meaningful difference by leading with our core values.
We view our corporate responsibility efforts and environmental, social and governance, or ESG, efforts as a journey. In February 20162022, we plan to issue our first Corporate Responsibility Report. The report will be guided by the Sustainability Accounting Standards Board (SASB) and April 2016, respectively, Lonnel CoatsUN Sustainable Development Goals (UN SDGs) and Lynn Seely were appointedwill be informed by topics that are important to the patients, families and healthcare providers we serve, as well as our employees, investors and community.
ESG matters are coordinated by corporate affairs and overseen by our boardmanagement and our nominating and governance committee. Our ESG committee, formed in late-2021 and composed of directorssubject matter experts from investor relations, patient advocacy, human resources, legal and compliance, research and development, supply chain, commercial, and facilities, will convene throughout the course of each year to discuss our ESG strategy and reporting. We plan to report ESG matters to our nominating and governance committee at least annually or as relevant matters occur.
Patients and Families
Putting patients first is our primary core value, and we are committed to providing patients with support and access to our therapies. To better support patients and to bring meaningful therapies to the community, we engage with and support patients through a new director.broad range of activities such as our advisory patient council, which helps us incorporate the patient voice throughout the drug development process, the creation and distribution of patient education programs and resources which drive awareness and understanding of cancer and hematologic disease, and our work with patient advocacy organizations supporting their ability to impact communities globally. Through our patient assistance program, YourBlueprint™, we support patient access through the treatment journey. In addition, we provide global pre-approval access programs for eligible patients.
Human Capital Management and Equity Diversity and Inclusion
Compensation Committee InterlocksWe are committed to creating an environment where employees feel empowered to do their best work. We promote a culture of transparency, curiosity and Insider Participation diversity where our employees are encouraged to live by our core values.
NoneWe provide our employees with robust compensation packages, including competitive base pay, incentive compensation and equity programs, and provide a broad range of benefits, including 401(k) plan (pension outside the U.S.), healthcare and insurance benefits, paid time off, paid family and medical leave, flexible work environment and schedules, and various innovative health and wellness programs. In addition, we are committed to the continuing education and professional development of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officersemployees, who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our company, and none of the members of our compensation committee has ever been an officer or employee of our company.
Policies and Procedures for Related Person Transactions
Our board of directors has adopted a written related person transaction policy to set forth policies and procedures for the review and approval or ratification of related person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant and any director or executive officer, director nominee, holder of 5% or more of any class of our voting securities or any member of the immediate family of or entities affiliated with any of the foregoing had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. Any such transaction must be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.
Related Person Transactions can take advantage of various learning opportunities, such as our mentorship program, skill builder accelerator programs, and various training programs. We also support a range of internal and external career development, mentorship, and networking programs focusing on communities of color, women, and the LGBTQ+ community.
Other thanAt Blueprint Medicines, we support efforts to promote equity, diversity and inclusion, or ED&I, through activities and programs that increase understanding and celebrate the compensation arrangements fordiversity of our namedemployees and the communities we serve, as well as direct efforts to recruit, retain, and develop a diverse workforce. Our efforts are driven by an employee-led ED&I committee, with support and guidance from our executive officersteam. Recent educational and directors, which are described elsewhereculture-building ED&I initiatives have included an employee storytelling event centered on social justice, quarterly “ED&I Circle” discussion forums, company-wide unconscious bias trainings, and an educational program focused on environmental disparities related to racial and economic inequality in Boston area communities. In addition, we partnered with two non-profit organizations, Life Science Cares’ Project Onramp and American Chemical Society’s Project Seed, to expand the diversity and community impact of our intern program, resulting in the “Executive Compensation” and “Director Compensation” sectionsmajority of this proxy statement, set forth below is a description of transactions since January 1, 2015 to whichour 2021 intern class coming from traditionally underrepresented groups in the biopharmaceutical industry. In 2021, we were or will berecognized by Energage with a party,2021 Top Workplaces Culture Excellence - DE&I Practices Award.
Environmental Impact
Blueprint Medicines is committed to operating our business in a sustainable manner and in which:limiting our environmental impact. Our Green Team coordinates internal educational seminars to raise awareness and provide resources on environmental issues. We have also sponsored waste reduction programs including composting and recycling efforts. We provide commuter benefits, including bike-to-work and public transportation subsidies, to help reduce carbon emissions.
| ·
| | the amounts involved exceeded or will exceed $120,000; and
|
| ·
| | any of our directors, executive officers, nominees for director or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.
|
We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unrelated third parties.
Initial Public Offering
In April 2015, we entered into an underwriting agreement with Goldman, Sachs & Co. and Cowen and Company, LLC, as representatives of the several underwriters, relating to an underwritten public offering of shares of our common stock. Pursuant to the underwriting agreement, we sold an aggregate of 9,367,708 shares of our common stock to the underwriters, including 1,221,874 shares of common stock sold by us pursuant to the exercise in full by the underwriters of their option to purchase additional shares in connection with the offering, at a price to the public of $18.00 per share. The offering closed on May 5, 2015. Certain holders of more than 5% of our capital stock (including shares of common stock acquired in the offering) purchased shares of our common stock from the underwriters in the offering at the offering price of the shares to the public. The following table sets forth the number of shares of our common stock purchased and the aggregate cash purchase price paid by each of these stockholders.
| | | | | | |
| | Shares of | | | | |
Purchaser | | Common Stock | | Purchase Price | |
Biotechnology Value Fund, L.P. and its affiliates | | 600,000 | | $ | 10,800,000.00 | |
Entities affiliated with Fidelity Management & Research | | 125,000 | | $ | 2,250,000.00 | |
EXECUTIVE COMPENSATION
Executive Officers
EXECUTIVE OFFICERS
Certain information regarding our executive officers who are not also directors, as of April 15, 2016,4, 2022, is set forth below.
Information regarding Kathryn Haviland, as of April 4, 2022, is set forth above in the section titled “Board Leadership Structure”.
| | | | |
Name |
| Age |
| Position(s) |
Anthony L. Boral, M.D.,Percy Carter, Ph.D.
| | 5351
| | Chief Scientific Officer |
Debra Durso-Bumpus | | 52 | | Chief People Officer |
Becker Hewes, M.D. | | 56 | | Chief Medical Officer |
Kathryn HavilandAriel Hurley
| | 4048
| | Chief Business Officer
|
Christoph Lengauer, Ph.D.
| | 51
| | Chief Scientific OfficerVice President, Finance and Controller
|
Michael Landsittel | | 4450
| | Chief Financial Officer |
Philina Lee, Ph.D. | | 45 | | Chief Commercial Officer |
Tracey L. McCain, Esq. | | 54 | | Chief Legal and Compliance Officer |
Christopher K. Murray, Ph.D. | | 59 | | Senior Vice President, FinanceTechnical Operations |
Fouad Namouni, M.D. | | 53 | | President, Research and Development |
Christina Rossi | | 46 | | Chief Operating Officer |
Anthony L. Boral, M.D.,Percy Carter, Ph.D., has served as our chief medicalscientific officer since January 2016May 2021. Dr. Carter previously served as chief scientific officer at FibroGen, Inc. from September 2020 and May 2021. From June 2019 and September 2020, he served as global head of discovery sciences at Janssen Pharmaceuticals, Inc., a division of Johnson & Johnson, where he led more than 700 employees comprising several key research and discovery functions, and drove the synthetic discovery strategy in collaboration with partners across various therapeutic areas. From August 2001 to May 2019, Dr. Carter held roles of increasing responsibility in drug discovery, covering all therapeutic areas, drug platforms and stages of discovery at Bristol-Myers Squibb Company, or BMS, including serving as senior vice president and head of discovery between November 2018 and May 2019. Prior to his experience at BMS, he was senior research scientist in chemical and physical sciences at DuPont Pharmaceuticals Company, until it was acquired by BMS in 2001. Dr. Carter is an inventor or co-inventor on more than 28 U.S. patents, and has authored or co-authored numerous peer-reviewed publications. Dr. Carter received an A.B. in Chemistry from Dartmouth College and a Ph.D. in Organic Chemistry from Harvard University. In addition, he received an M.B.A. from Massachusetts Institute of Technology.
Debra Durso-Bumpus has served as our chief people officer since February 2020. She has been with us since April 2015 and previously served as our senior vice president, human resources. With more than fifteen years of experience focused on leading business’s through expediential growth and complexity, building organizational capabilities, and shaping high performance culture, Ms. Durso-Bumpus has operated in a number of leadership positions. Prior to joining our company, she served as the interim head of human resources at Cubist Pharmaceuticals, Inc. or Cubist, where she was appointed to lead the post-merger human resource integration following the acquisition of Cubist by Merck & Co., from January 2015 to April 2015. Between April 2009 and the acquisition, Ms. Durso-Bumpus served as the global head for talent management and organizational development at Cubist, where she was primarily responsible for building talent and leadership strength and depth while managing growth on a global scale to create a cohesive and highly differentiated culture. Ms. Durso-Bumpus serves as a member of the board of directors for the Massachusetts Biotechnology Education Foundation, a nonprofit organization committed to supporting science and biotechnology education in Massachusetts through school programs, workforce training and lifelong learning. Ms. Durso-Bumpus received a B.S. in business management from Bentley University.
Becker Hewes, M.D. has served as chief medical officer since January 2021. Dr. Hewes previously served as our senior vice president of clinical development from May 2020 to January 2021. Prior to joining us, he served as chief medical officer of Repertoire Immune Medicines, Inc. from February 20152017 to May 2020, where he built their multidisciplinary clinical and biomarker team and advanced its immuno-oncology programs into clinical development. From June 2013 to February 2017, Dr. Hewes served as executive director of translational clinical oncology at the Novartis Institutes for BioMedical Research where he led clinical development and translational medicine teams. Prior to joining Novartis, he worked at AstraZeneca PLC, Genzyme Corporation and Wyeth Pharmaceuticals Inc. where he led registration programs. Dr. Hewes brings 20 years of industry and clinical experience in oncology and hematology to our company. Dr. Hewes holds an M.D. from the Georgetown University of Medicine and a B.S. from Vanderbilt University.
Ariel Hurley has served as our vice president, finance and controller since February 2019. Ms. Hurley previously served as our Senior Director, Controller from January 2016 to December 2018 and as our Director, Controller from September 2014 to December 2015. Prior to joining us, from November 2010 to February 2015, Dr. Boral worked at the Novartis Institutes for BioMedical Research, or Novartis, as executive director, oncology clinical research, serving as deputy site head for the Cambridge, Massachusetts site since 2013. At Novartis, Dr. Boral was responsible for the clinical aspects ofMs. Hurley served in various first-in-human compounds, including most recently ceritinib, an anaplastic lymphoma kinase inhibitor,accounting and Novartis’ immune checkpoint inhibitor programs. Prior to Novartis, from 2002 to 2010 he workedfinance roles at Millennium Pharmaceuticals, Inc., or Millennium, a biotechnology company in Cambridge, Massachusetts, which is now (now a wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, or Takeda, including as vice president of oncology clinical researchLimited) from October 2007December 2005 to October 2010. At Millennium, Dr. Boral was responsible for various aspects of the development of VELCADE®, a first-in-class cancer therapy now approved to treat multiple myeloma and non-Hodgkin’s lymphoma. Dr. BoralSeptember 2014. Ms. Hurley began her career at Deloitte & Touche, LLP. She earned her certified public accountant license in Massachusetts. Ms. Hurley received a B.A.B.S. in accounting from Wesleyan University, and an M.D. and a Ph.D. from the Albert Einstein College of Medicine, in New York.
Providence College.
Kathryn Haviland Michael Landsittelhas served as our chief businessfinancial officer since January 2016. Prior to joining us, from April 2014 to December 2015, Ms. Haviland served as vice president, rare diseases and oncology program leadership at Idera Pharmaceuticals, Inc., or Idera, where she oversaw all aspects of the product development strategy for Idera’s rare disease and oncology pipeline programs, including preclinical research, manufacturing and drug supply, regulatory affairs, clinical development and execution and commercial planning. Prior to joining Idera, from June 2012 to April 2014, Ms. Haviland served as head of commercial development at Sarepta Therapeutics, Inc. where she was responsible for product development and commercial planning and for cultivating relationships with key opinion leaders and patient advocacy groups. In addition, Ms. Haviland2019. Mr. Landsittel previously served as executive director of commercial development at PTC Therapeutics, Inc. from April 2007 to June 2012 and held corporate development and project management roles at Genzyme from July 2005 to April 2007. Ms. Haviland received a B.A. from Wesleyan University with a double major in biochemistry/molecular biology and economics and an M.B.A. from Harvard Business School.
Christoph Lengauer, Ph.D. has served as our chief scientific officer since January 2012. Prior to joining us, from May 2008 to January 2012, Dr. Lengauer served as vice president and global head of oncology drug discovery and pre-clinical development at Sanofi S.A., a multinational pharmaceutical company. Dr. Lengauer has served as an adjunct associate professor of oncology at the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins University since 2005 and as a venture partner at Third Rock since March 2016. Dr. Lengauer received an M.Sc. from the University of Salzburg, Austria, a Ph.D. in biology from the University of Heidelberg, Germany, and an M.B.A. in medical services management from The Johns Hopkins University.
Michael Landsittel has served as our vice president, finance sincefrom February 2016 to January 2019 and previously served as our senior director, finance from September 2014 to February 2016. Prior to joining us, from October 2012 to July 2014,our company, Mr. Landsittel served as senior director, finance at Algeta U.S. PriorASA from October 2012 to his timeJuly 2014, as
director, finance at Algeta,Infinity Pharmaceuticals, Inc. from March 2012 to October 2012 Mr. Landsittel served as director, finance at Infinity Pharmaceuticals, Inc., and from August 2002 to March 2012, Mr. Landsittel held various business development and strategic planning roles of increasing responsibility at Genzyme including most recently as director, business planning.Corporation from August 2002 to March 2012. Mr. Landsittel began his career at Arthur Andersen LLP, and he earned his certified public accountant license in Illinois. Mr. Landsittel received a B.B.A from the University of Michigan and an M.B.A. from the Tuck School of Business at Dartmouth College.
Philina Lee, Ph.D., has served as our chief commercial officer since April 4, 2022. Dr. Lee previously served as our senior vice president, head of portfolio strategy and program management from January 2021 to April 2022, our vice president, marketing and precision medicine from August 2019 to December 2020, our vice president, commercial strategy and operations from July 2017 to August 2019 and as our senior director, new product strategy and development from August 2014 to June 2017. Previously, Dr. Lee held product strategy and marketing roles of increasing responsibility at Algeta ASA, Sanofi S.A. and Genzyme Corporation. Dr. Lee also serves on the board of Fusion Pharmaceuticals, as a member of the nomination and governance and the research and development committees. Dr. Lee earned a B.S. in biochemistry from the University of Alberta, and a Ph.D. in cell biology from the Massachusetts Institute of Technology.
Tracey L. McCain, Esq. has served as our executive vice president and chief legal officer since September 2016 and as our chief compliance officer since June 2017. Prior to joining us, from January 2016 to September 2016, Ms. McCain served as senior vice president and head of legal of Sanofi Genzyme, a global business unit of Sanofi S.A., or Sanofi. Ms. McCain held roles of increasing responsibility after joining Genzyme Corporation, or Genzyme, in May 1997, including becoming its general counsel after Genzyme was acquired by Sanofi in 2011. In her capacity as senior vice president and general counsel of Genzyme from May 2011 to December 2015, she oversaw all aspects of its legal department in the United States and Europe, including general corporate, commercial and intellectual property matters. Prior to joining Genzyme, Ms. McCain was an associate at the law firm Palmer & Dodge LLP. Ms. McCain has served as a member of the board of directors of Kiniksa Pharmaceuticals, Ltd. since 2018 and currently serves on its audit committee. She has also served as a member of the board of directors of ImmunoGen, Inc. since December 2021 and currently serves on its audit committee. Ms. McCain holds a B.A. from the University of Pennsylvania with a major in political science and a J.D. from Columbia University School of Law.
Christopher K. Murray, Ph.D. has served as our senior vice president, technical operations since October 2017. Prior to joining us, from January 2014 to May 2017, Dr. Murray served as vice president, technical operations at ARIAD Pharmaceuticals, Inc., or ARIAD. In this role, Dr. Murray oversaw all aspects of commercial and clinical manufacturing, supply chain and logistics, process development, quality control and analytical chemistry for ARIAD’s approved products and product candidates, including Iclusig® (ponatinib) and Alunbrig® (brigatinib). From 2004 to December 2013, Dr. Murray held multiple roles of increasing responsibility at ARIAD related to process development, manufacturing and clinical supply. Prior to joining ARIAD, Dr. Murray served in various positions with Allos Therapeutics, Inc. and Hauser Inc. related to clinical and commercial manufacturing and supply of active pharmaceutical ingredient. Dr. Murray holds a B.S. from Hope College with a major in chemistry and a Ph.D. in chemistry from the University of Chicago.
Fouad Namouni, M.D. has served as our president, research and development, since September 2020. Prior to joining us, Dr. Namouni served in leadership roles at Bristol-Myers Squibb Company since 1999. Most recently, he served as senior vice president and head of oncology development from August 2016 to April 2020 with the responsibility for driving product development plans across a portfolio of drug candidates. Previously, Dr. Namouni served as head of global medical affairs from September 2015 to September 2017 and head of development for Opdivo (nivolumab) and Yervoy (ipilimumab) from January 2011 to September 2015. Dr. Namouni has served as a member of the board of directors of Aprea Therapeutics, Inc. since June 2020. Dr. Namouni brings more than 20 years of oncology and cancer immunotherapy drug development expertise. He holds an M.D. from the University of Annaba Medical School in Algeria and a Pediatrics degree from Université Rene Descartes in Paris, France. Additionally, Dr. Namouni has received a Pediatric Oncology and Hematology degree and a M.S. in clinical and experimental pharmacology from Université Paris-Sud in France.
Christina Rossi has served as our chief operating officer since April 4, 2022 and previously served as our chief commercial officer from October 2018 to April 2022. Prior to joining us, from January 2015 to October 2018, Ms. Rossi served as the Multiple Sclerosis business unit head, North America, at Sanofi Genzyme, a global business unit of Sanofi S.A. In this role, she was responsible for all aspects of the financial performance of Sanofi Genzyme’s multiple sclerosis franchise and increased market share for existing products, led the launch of new therapies and optimized operations to accelerate patient access. Previously, Ms. Rossi served as vice president, Multiple Sclerosis Sales at Sanofi Genzyme form May 2014 to December 2015 and vice president, Multiple Sclerosis Patient and Provider Services at Sanofi Genzyme from June 2012 to May 2014. Prior to joining Sanofi Genzyme, Ms. Rossi served in various roles at Biogen, Inc., or Biogen, including head, commercial strategy for Eidetica Biopharma GmbH, Biogen’s biosimilar-focused venture, and U.S. brand leader for TYSABRI® (natalizumab). In addition, Ms. Rossi consulted in the healthcare practice at the Boston Consulting Group. Ms. Rossi holds a B.S. in biology, cum laude, from Duke University and an M.B.A. from Harvard Business School.
Executive CompensationEXECUTIVE COMPENSATION
Leadership Transitions
This section discusses the material elements of our executive compensation policies for our “named executive officers” and the most important factors relevant to an analysis of these policies. For 2015, our named executive officers are Jeffrey W. Albers,Effective April 4, 2022, Kathryn Haviland became our president and chief executive officer as the successor to Jeffrey Albers, who transitioned into a new role as our executive chairman on that date. Our board of directors’ selection of Ms. Haviland as our new president and chief executive officer was the culmination of a thoughtful, long-term succession planning process that was led by Mr. Albers and our board of directors and purposefully designed to drive the company's continued success, ensure continuity, and empower our strong executive team. In connection with Ms. Haviland’s appointment as president and chief executive officer and Mr. Albers’ transition to executive chairman, after considering market data, internal equity, advice from its independent compensation consultant and other factors, the compensation committee adjusted the compensation of these two other most highly compensatedindividuals. For more information, see “Compensation Discussion and Analysis – Employment, Severance and Change-in-Control Arrangements” below.
Assuming that Mr. Albers is reelected as a director at the 2022 annual meeting, Mr. Albers will continue to serve as chairman of the board of directors. See the discussion above under “Corporate Governance – Board Leadership Structure,” for more information about our board of directors’ determination to maintain a governance structure that includes an executive chairman and a separate lead independent director, which is intended to ensure continuity and strong and effective leadership at this time.
Compensation Discussion and Analysis
Our compensation committee is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, Christoph Lengauer,including base salary, cash and equity incentive compensation levels, severance arrangements, change-in-control benefits and other forms of executive compensation. This committee is also responsible for evaluating our chief scientific officer,company’s performance against its goals and Anthony Boral,making related recommendations to our chief medical officer. In addition, this section provides qualitative information regardingboard of directors, assessing the manner and context in which compensation is awarded to and earned byperformance of our named executive officers, and ensuring our compensation program is intendedaligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. This section discusses the principles underlying our compensation committee’s policies and decisions with respect to placethe compensation of our named executive officers.
For 2021, our named executive officers were as follows:
| ● | Jeffrey W. Albers, who served as our president and chief executive officer until April 4, 2022; |
| ● | Michael Landsittel, our chief financial officer; |
| ● | Fouad Namouni, M.D., our president, research and development; |
| ● | Kathryn Haviland, who served as our chief operating officer until April 4, 2022; and |
| ● | Percy Carter, Ph.D., our chief scientific officer, whose employment began with us on May 19, 2021. |
Executive Summary
We are a global precision therapy company that is inventing life-changing medicines for people with cancer and blood disorders. Applying an approach that is both precise and agile, we create therapies that selectively target genetic drivers, with the goal of staying one step ahead across stages of disease. Since 2011, we have leveraged our research platform, including expertise in perspective the data presentedmolecular targeting and world-class drug design capabilities, to rapidly and reproducibly translate science into a broad pipeline of precision therapies. Today, we are delivering our approved medicines, AYVAKIT®/AYVAKYT® (avapritinib) and GAVRETO® (pralsetinib), to patients in the U.S. and Europe, and we are globally advancing multiple programs for systemic mastocytosis, or SM, lung cancer and other genomically defined cancers, and cancer immunotherapy. Our drug discovery approach combines our biological insights with our proprietary compound library and chemistry expertise to design highly selective and potent precision therapies, with the goal of delivering significant and durable clinical benefit to patients based on the genetic driver of their disease. This uniquely targeted, scalable approach is designed to empower the rapid design and development of new treatments and increase the likelihood of success. In addition, our business model integrates our research engine with robust clinical development and commercial capabilities in oncology and hematology to create a cycle of innovation.
In 2021, as a fully-integrated, global precision therapy company focused on discovering, developing and commercializing a portfolio of precision therapies, we made substantial progress towards our vision to bring life-changing precision therapies to as many patients with cancer and hematologic disorders as possible. We achieved a number of significant milestones in 2021, including the following, tablestowards our corporate goals described below in this Compensation Discussion and Analysis section.
reported in our current report on Form 8-K, filed with the SEC on June 4, 2021, approximately 98% of the votes cast on the proposal expressed support for the compensation program offered to our named executive officers as disclosed in last year’s proxy statement. The compensation committee appreciated this support and believes it indicates that our stockholders are supportive of the current executive compensation structure and policies. As such, the committee made no changes to our executive compensation program as a result of the say-on-pay vote.
Further, our board of directors has elected to conduct the say-on-pay vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our named executive officers each year. We will be conducting our annual say-on-pay vote as described in Proposal 2 of this proxy statement at our 2022 annual meeting of stockholders. Our board of directors and our compensation committee will consider the outcome of the say-on-pay vote, as well as feedback received throughout the year, when making compensation decisions for our named executive officers in the future. Following our 2022 annual meeting, the next say-on-pay vote will be held at the 2023 annual meeting of stockholders.
Overview of Executive Compensation Process
Role of Management. As a part of determining named executive officer performance and compensation, our compensation committee receives recommendations from our chief executive officer, other than with respect to his or her own compensation and performance. Our chief executive officer’s performance is evaluated and approved directly by the compensation committee, taking into account input from our board of directors. Evaluations of each of our named executives are based on our overall corporate performance against annual goals that are approved by the board of directors at the beginning of each year and, in the case of executive officers other than our chief executive officer, the achievement of individual goals, as discussed in more detail below. The evaluation of our chief executive officer is based solely on our corporate performance goals, in recognition of his or her overall responsibility for our corporate performance and to incentivize the chief executive officer to drive the execution of our strategic plans and achievement of our corporate goals.
Role of the Compensation Consultant. The compensation committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the compensation committee in performing its responsibilities. The compensation committee may terminate the services of the consultant if the compensation committee deems it appropriate. In 2021, the compensation committee utilized the services of Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon (formerly known as Radford), to assist it in fulfilling its responsibilities. Aon was retained exclusively by the compensation committee and has not been retained by management to perform any work for the company other than projects performed at the direction of the compensation committee. Aon provides analysis and recommendations regarding:
| ● | trends and emerging topics with respect to executive compensation; |
| ● | peer group selection for executive compensation benchmarking; |
| ● | compensation practices of our peer group, including executive severance arrangements; |
| ● | compensation philosophy and programs for executives and broad-based employees; |
| ● | stock utilization and other metrics; and |
| ● | board of directors compensation. |
In addition, we subscribe to Aon’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. Aon advised the compensation committee on all of the principal aspects of executive compensation, including executive new hire compensation arrangements. Aon consultants attend meetings of the compensation committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. Aon reports to the compensation committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. The compensation committee annually evaluates its engagement of compensation consultants, and selected Aon to advise with respect to compensation matters based on Aon’s industry experience and reputation, which our compensation committee concluded give Aon useful context and knowledge to advise it. The compensation committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Aon from independently advising the compensation committee.
Role of the Compensation Committee. The compensation committee works closely with Aon throughout the year to develop our executive compensation program and to align pay with performance, stockholder interests, and pay at our peer companies. Annual base salaries for the year, and annual performance-based cash incentives and equity incentive awards for all employees for the prior year are generally determined in the first quarter of the year based on company and individual performance of the prior year, as well as other factors, including compensation trends in the biopharmaceutical industry and among our benchmark peers.
Our compensation committee has delegated authority to our chief executive officer to make equity awards under our 2015 Plan to any new hire, or replacement or substitute hire of the company or its subsidiaries and existing employees of the company or any of its subsidiaries in connection with promotions, employee recognition or exceptional performance, in each case, subject to
certain limitations. In particular, our chief executive officer is not authorized to grant equity awards (i) to an employee who is a senior vice president (or above) or a direct report to the chief executive officer; (ii) to an employee who is an officer or director of the company or its subsidiaries and is subject to Section 16 of the Exchange Act; (iii) to an employee who is at the time of grant, or who is anticipated to become during the term of the applicable equity award, a “covered employee”, as defined in Section 162(m)(3) of the Internal Revenue Code; (iv) to himself or herself; or (v) to any other person that our board of directors or compensation committee, respectively, may from time to time designate in writing as not being eligible to receive equity awards under the authority delegated to the chief executive officer. In addition, the number of shares underlying any equity awards granted by our chief executive officer must be within the range specified by our compensation committee for these awards, and the aggregate number of shares underlying equity awards that our chief executive officer may grant in any one calendar year or to any person in any one calendar year must be within specified limits established by our compensation committee. The exercise price of stock options must be equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant, and all equity awards must have vesting terms consistent with those approved by our compensation committee. In addition, our chief executive officer is required to maintain a list of equity awards granted pursuant to such delegated authority and periodically report to our compensation committee regarding such awards.
With respect to any equity awards granted by our chief executive officer to new hires, our chief executive officer approves the awards in connection with such hires and provides that the awards are to be granted to the new hires on the first day of the calendar month following the date of such new hires’ first date of regular employment. With respect to any equity awards granted by our chief executive officer to employees in connection with mid-year promotions, our chief executive officer approves the awards in connection with such promotions and provides that the awards are to be granted on July 1 of the applicable year.
Notwithstanding the delegation of authority to our chief executive officer to grant certain equity awards in connection with new-hires and promotions, our compensation committee approves all equity awards that are a) granted under the 2020 Plan or 2015 Plan and b) in connection with annual promotions as part of our annual compensation review process.
Defining and Comparing Compensation to Market Benchmarks
In evaluating the total compensation of our named executive officers, our compensation committee, using information provided by Aon, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:
| ● | companies whose number of employees, stage of development, revenue and market capitalization are similar, though not necessarily identical, to ours; |
| ● | companies with similar executive positions to ours; |
| ● | companies against which we believe that we compete for executive talent; and |
| ● | public companies based in the valuation of equity awards.United States whose compensation and financial data are available in proxy statements or through widely available compensation surveys. |
Based on these criteria, our peer group for 2021, referred to as our 2021 peer group, as approved by our compensation committee, was comprised of the following 20 companies:
ACADIA Pharmaceuticals Inc. | Biohaven Pharmaceutical Holding Company Ltd. | Intercept Pharmaceuticals, Inc. |
Acceleron Pharma Inc. | bluebird bio, Inc. | Nektar Therapeutics |
Agios Pharmaceuticals, Inc. | Deciphera Pharmaceuticals, Inc. | Sage Therapeutics, Inc. |
Alkermes, Inc. | Exelixis, Inc. | Sarepta Therapeutics, Inc. |
Alnylam Pharmaceuticals, Inc. | FibroGen, Inc. | Seagen Inc. (formerly Seattle Genetics, Inc.) |
Amarin Corporation plc | Global Blood Therapeutics, Inc. | Ultragenyx Pharmaceutical Inc. |
Amicus Therapeutics, Inc. | Immunomedics, Inc. | |
The compensation committee believes the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers. Such information provides a solid reference point for making decisions and useful context. Notwithstanding the similarities of our peer group to our Company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive’s performance against established corporate goals and individual objectives, may require that our compensation committee vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances. We believe that the compensation practices of our 2021 peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers during 2021.
For purposes of compensation for 2022, our compensation committee, with the advice of Aon, examined our 2021 peer group in light of our continued growth throughout 2021, which we anticipate to continue in 2022, the stage of commercialization and development of our approved drug and clinical programs and changes in our market capitalization. With reference to market
capitalization, therapeutic area, stage of development, number of employees and other key business metrics, as well as whether the companies in our 2021 peer group suffered any clinical setbacks or experienced reduced growth, our compensation committee approved the following 17 companies as our 2022 peer group:
ACADIA Pharmaceuticals Inc. | (2)Biohaven Pharmaceutical Holding Company Ltd.
| Neurocrine Biosciences, Inc.* |
Acceleron Pharmaceuticals Inc.# | Amounts represent awards to our named executive officers under our annual performance-based cash incentive program. See “Annual Performance-based Cash Incentives” for a description of that program. Annual cash incentive compensation for 2015 was earned in 2015 and paid in 2016, and annual cash incentive compensation for 2014 was earned in 2014 and paid in 2015.CRISPER Therapeutics AG*
| Sage Therapeutics, Inc. |
Agios Pharmaceuticals, Inc. | Exelixis, Inc. | Sarepta Therapeutics, Inc. |
Alkermes, Inc. | Halozyme Therapeutics, Inc.* | Ultragenyx Pharmaceutical Inc. |
Alnylam Pharmaceuticals, Inc. | Ionis Pharmaceuticals, Inc.* | United Therapeutics Corporation* |
Amicus Therapeutics, Inc. | Nektar Therapeutics | |
| (3)
| | Amounts represent the dollar value of matching contributions to the qualified 401(k) plan.
|
| (4)
| | Mr. Albers joined our company as president and chief executive officer in July 2014. Mr. Albers also serves as a member of our board of directors but does not receive any additional compensation for his service as a director.
|
| (5)
| | This amount includes a cash signing bonus of $75,000 paid to Mr. Albers in connection with the commencement of his employment in July 2014 and an annual bonus of $67,500 awarded to Mr. Albers by our board of directors for 2014.
|
| (6)
| | Amount represents an annual bonus of $132,000 awarded to Dr. Lengauer by our board of directors for 2014.
|
| (7)
| | Dr. Boral joined our company as senior vice president, clinical development in February 2015 and was promoted to chief medical officer in January 2016.
|
| (8)
| | Amount represents a cash signing bonus of $100,000 paid to Dr. Boral in connection with the commencement of his employment in February 2015.
|
* addition to 2022 peer group from the 2021 peer group
Narrative Disclosure to Summary# Acceleron Pharmaceuticals Inc. was subsequently removed from our 2022 peer group when it was acquired in November 2021
Based on the considerations described above, six companies that were in our 2021 peer group were not included in our 2022 peer group — bluebird bio, Inc., Deciphera Pharmaceuticals, Inc., FibroGen, Inc., Global Blood Therapeutics, Inc., Intercept Pharmaceuticals, Inc. and Seagen, Inc.
Executive Compensation Table
Elements
The following describes the material terms of theprimary elements of our executive compensation program are base salary, annual performance-based cash incentives and equity incentive awards. Our compensation committee uses sound judgment to allocate long-term and short-term compensation for our named executive officers, during 2015.in alignment with our pay-for-performance philosophy and the long-term interests of stockholders. After reviewing information provided by our compensation consultant and other relevant data, our compensation committee exercises its judgment to determine what it believes to be the appropriate level and mix of the various compensation components. We generally strive to provide our named executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance. Ultimately, the objective in allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain talent, while providing incentives to maximize long-term value for our company and our stockholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward performance on an annual basis and in the form of incentive compensation to incent and reward performance based on specific annual goals. To further focus our executives on longer-term performance, we rely upon equity-based awards that vest over a meaningful period of time, thereby reinforcing stockholder value creation.
In addition, we provide our executives with benefits that are available to all employees, including medical, vision and dental insurance; life and disability insurance; medical and dependent care flexible spending accounts; a 401(k) plan; and an opportunity to invest in our company pursuant to our employee stock purchase plan. We offer our executives severance benefits upon an involuntary or constructive termination, as we believe such post-employment compensation protections are appropriate in light of similar benefits available to executive officers at companies in our peer group. We also offer our executives additional severance benefits in connection with change-in-control situations. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our stockholders because they incentivize senior executives to continue to strive to achieve stockholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our company and our stockholders.
Base Salary
Mr. Albers’ annual base salary was set at $375,000 when he joined our company as president and chief executive officer in July 2014. Effective as of January 1, 2015, our board of directors increased Mr. Albers’ annual base
salary to $400,000, and effective as of the closing of our initial public offering in May 2015, our board of directors increased Mr. Albers’ annual base salary to $425,000. Effective as of January 1, 2016, our board of directors increased Mr. Albers’ annual base salary to $475,000. At the start of 2014, Dr. Lengauer’s annual base salary was $400,000. Effective as of January 1, 2015, our board of directors increased Dr. Lengauer’s annual base salary to $415,000. Effective as of January 1, 2016, the compensation committee of our board of directors increased Dr. Lengauer’s annual base salary to $430,000. Dr. Boral’s annual base salary was set at $325,000 when he joined our company as senior vice president, clinical development in February 2015. Effective as of January 1, 2016, in connection with Dr. Boral’s promotion to chief medical officer, the compensation committee of our board of directors increased Dr. Boral’s annual base salary to $375,000.
We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. However, on an annual basis, theour compensation committee of our board of directors reviews and evaluates, with input from our chief executive officer, the need for adjustment of the base salaries of our executive officers (other than our chief executive officer), and our board of directorscompensation committee reviews and evaluates, without input from our chief executive officer, the need for adjustment of the base salary of our chief executive officers,officer, in each case, based on among other things, changes and expected changes in the scope of an executive officer’s responsibilities, including promotions, the individual contributions made by and performance of the executive officer during the prior year, our overall growth and development as a company and general salary or other market trends in our industry.
In February 2021, our compensation committee approved salary increases for each of our named executive officers (other than Dr. Carter, who joined the company in May 2021) based on a review of market data provided by Aon, the current compensation levels of our named executive officers, the company’s performance against the 2020 corporate performance goals and, in the case of
executive officers other than our chief executive officer, each executive officer’s achievement of individual goals. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our named executive officers:
| | | | | | | |
Name | | 2020
Base Salary ($) | | 2021
Base Salary ($) | | Increase (%) | |
Jeffrey W. Albers | | 645,000 | | 745,000 | | 15.5 | %* |
Michael Landsittel | | 379,575 | | 435,000 | | 14.6 | %* |
Fouad Namouni, M.D. (1) | | 550,000 | (1) | 555,899 | | 1.1 | % |
Kathryn Haviland | | 460,944 | | 501,277 | | 8.8 | % |
Percy Carter, Ph.D. (2) | | N/A | | 550,000 | (2) | N/A | |
*Includes a market adjustment to align with the 50th percentile of our peer group in addition to merit increase. The base salary of Messrs. Albers and Landsittel were consistently below the 50th percentile of our peer group in prior years notwithstanding salary adjustments in previous years to bring their base salary closer to the 50th percentile of our peer group
| (1) | Dr. Namouni joined the company as our president, research and development, in September 2020 and was eligible to receive a pro-rata merit increase in base salary for the year ending December 31, 2021. |
| (2) | Dr. Carter joined the company as our chief scientific officer in May 2021. This amount represents his annualized base salary for the year ended December 31, 2021, which was determined based on the negotiated terms of his offer of employment. |
Annual Performance-Based Cash Incentives
For 2014, ourOur board of directors awarded a bonus to Mr. Albers in the amount of $67,500, which was pro-rated based on the commencement of his employment with us in July 2014, and awarded a bonus to Dr. Lengauer in the amount of $132,000, in each case, based on such named executive officer’s individual performance and our performance as a company for 2014. For 2014, Mr. Albers also received a signing bonus of $75,000 following the commencement of his employment with us in July 2014.
In 2015, our board of directorshas adopted a senior executive cash incentive bonus plan, or the executive bonus plan. The executive bonus plan, which provides for cash bonus payments to eligible executives based upon the attainment of performance targets established by the compensation committee of our board of directors for each executive.executive during the first quarter of the applicable fiscal year. The payment targets are related to individual performance measures or objectives (other than for our chief executive officer), which we refer to as individual performance goals, and corporate financial and operational measures or objectives, which we refer to as corporate performance goals. UnderOther than for our chief executive officer whose target award opportunity is solely based on corporate performance goals, the target award opportunity for each of our named executive officers is based 25% on individual performance goals and 75% on corporate performance goals. We believe this executive bonus plan the corporateprovides incentive that motivates and rewards achievement of performance goals selected by thethat directly correlates to enhancement of stockholder value, consistent with our compensation committee of our board of directors may include, but are not limited to, one or more of the following: cash flow, including, but not limited to, operating cash flow and free cash flow; sales or revenue; corporate revenue; earnings before interest, taxes, depreciation and amortization; net income, either before or after interest, taxes, depreciation and/or amortization; changes in the market price of our common stock; economic value-added; development, clinical or regulatory milestones; acquisitions or strategic transactions; operating income; return on capital, assets, equity, or investment; stockholder returns; return on sales; gross or net profit levels; productivity; expense efficiency; margins; operating efficiency; customer satisfaction; working capital; earnings per share of our common stock; bookings, new bookings or renewals; sales or market shares; number of customers; number of new customers or customer references; operating income and/or net annual recurring revenue, any of which may be measured in absolute terms or compared to any incremental increase, in terms of growth, as compared to another company or companies or to results of a peer group, against the market as a whole, compared to applicable market indices and/or measured on a pre-tax or post-tax basis.
philosophy.
Each executive officer who is selected to participate in the executive bonus plan has a target bonusaward opportunity set for each performance period. The bonus formulas adopted for each performance period by the compensation committee of our board of directors and communicated to each executive. The corporate performance goals will be measured at the end of each performance period after our financial reports have been published. If the corporate performance goals and individual performance goals are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any agreement between the executive officer and the company, an executive officer must be employed by the company on the bonus payment date to be eligible to receive a bonus payment. The executive bonus plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion.
discretion, but the compensation committee did not approve any such additional bonuses in 2021. Each of our named executive officers is eligible to participate in the executive bonus plan. Mr. Albers’Our compensation committee caps annual cash incentive program payouts in any given year at 150% of the target bonus opportunitypayout level.
Below is based solely onthe list of the company’s 2021 corporate performance goals and Dr. Lengauer’s and Dr. Boral’s respective target bonus opportunity is based on individual performance goals and corporate performance goals. For 2014, Mr. Albers and Dr. Lengauerrelative weighting assigned to each goal, which were eligible for performance bonuses of up to 40% and 30% of their respective base salaries.
For 2015, Mr. Albers, Dr. Lengauer and Dr. Boral were eligible for performance bonuses of up to 45%, 35% and 30% of their respective base salaries. In February 2016,approved by our board of directors awarded a bonus to Mr. Albersand considered by our executive leadership team and compensation committee in their respective assessment of the company’s achievement of corporate performance goals for 2021:
| ● | Build on our fully-integrated global company, expanding indications and strategic partnerships to address more patients in need [relative weighting: 35%] |
| ◾ | Obtain avapritinib US FDA approval in line-agnostic advanced SM* |
| ◾ | Receive avapritinib EU CHMP positive opinion in advanced SM* |
| ◾ | Fully enroll Part 2 of PIONEER trial for avapritinib* |
| ◾ | First patient dosed in HARBOR trial for BLU-263* |
| ◾ | Execute additional collaborations in line with the company’s overall portfolio and commercial strategy* |
| ● | Leverage our culture of thoughtfulness and urgency to expand and deepen our pipeline and external engagements [relative weighting: 30%] |
| ◾ | File an IND for BLU-945* |
| ◾ | Complete certain enrollment goals for BLU-945-1101* |
| ◾ | File an IND for BLU-701 and first patient dosed in Phase 1 study* |
| ◾ | Nominate a CDK2 development candidate* |
generally cease three months thereafter. Each RSU granted to our executive officers will have time-based vesting and will entitle the executive officer to one share of our common stock if and when the RSU vests. Any initial RSUs granted to executive officers upon the commencement of their employment and any annual RSUs granted to executive officers vest as to 25% of the shares underlying the RSU award on the first anniversary of the grant date and as to an additional 25% of the shares underlying the RSU award annually thereafter, subject to the executive officer’s continued employment. Vesting for any RSUs granted to executive officers will cease upon termination of employment. In specified termination and change-in-control circumstances, equity awards held by our named executive officers are subject to accelerated vesting. See “—Severance and Change-in-Control Benefits” below for further information.
In determining the size of the equity awards to our named executive officers, our compensation committee, with assistance from Aon, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, the company’s broader organizational equity needs and overall dilution, as well as industry and peer group benchmark data. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels.
In February 2021, our compensation committee granted stock options and RSUs to our named executive officers (other than Dr. Carter, who joined the company in May 2021) in the amounts set forth in the table below, generally aligning competitive equity award grants with the 65th percentile of our peer group. In connection with Dr. Carter’s commencement of employment, with us, our board of directors awarded Mr. Alberscompensation committee granted stock options and RSUs to purchase an aggregate of 573,944 shares of common stock. In February 2015, as part of its annual compensation review, our board of directors awarded Mr. Albers an option to purchase 109,090 shares of common stock and awarded Dr. Lengauer options to purchase an aggregate of 54,544 shares of common stock. In February 2015,Carter, in connection with Dr. Boral’s commencement of employment with us, our board of directors awarded Dr. Boral options to purchase an aggregate of 104,544 shares of common stock. All of these awards are subject to time-based vesting. See “—Outstanding Equity Awards at December 31, 2015”the amounts set forth in the table below.
| | | | |
Name | | Option Award (# shares) | | RSU Award (# shares) |
Jeffrey W. Albers | | 80,000 | | 40,000 |
Michael Landsittel | | 26,125 | | 13,062 |
Fouad Namouni, M.D. | | 26,125 | | 13,062 |
Kathryn Haviland | | 26,125 | | 13,062 |
Percy Carter, Ph.D. (1) | | 39,200 | | 21,843 |
| (1) | Dr. Carter joined the company as our chief scientific officer in May 2021. Under the terms of Dr. Carter’s employment agreement, Dr. Carter was granted a stock option to purchase 39,200 shares of our common stock and 21,843 RSUs effective as of June 1, 2021. The amounts of Dr. Carter’s new hire equity awards were determined by our compensation committee with assistance from Aon based on benchmarks from our 2021 peer group and arms-length negotiations. |
Health and Welfare Benefits
Benefits. Our named executive officers are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans and commuting benefits plan, in each case, on the same basis as other employees.
401(k) Plan
Plan. We maintain a 401(k) plan that is intended to qualify under Section 401(k) of the Internal Revenue Service Code of 1986, as amended.amended, or the Internal Revenue Code. In general, all of our employees, including our named executive officers, are eligible to participate in the 401(k) plan. Under the 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit, equal to $18,000 in 2015, and to havelimit. We currently match 100% of the amount of such reductionfirst 2% contributed to the 401(k) plan. Duringplan and 50% of the year ended December 31, 2015, we implemented a matching contributionnext 4% of compensation contributed to the 401(k) plan, matching 50% of an employee’splan. Matching contributions up to a maximum of 3% of the participant’s compensation.are 100% vested immediately. Matching contributions made to each of our named executive officers are included in the “Summary“2021 Summary Compensation Table” above.below.
Employee Stock Purchase Plan. Pursuant to our employee stock purchase plan, employees, including our named executive officers, have an opportunity to purchase our common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of the employee stock purchase plan is to encourage our employees, including our named executive officers, to become our stockholders and better align their interests with those of our other stockholders.
Perquisites. We do not provide perquisites or personal benefits to our named executive officers other than in connection with relocation assistance for new hires on a limited basis.
No Tax Gross-ups. We do not provide for any tax gross-up payments to our named executive officers other than in connection with the tax protection of certain relocation expenses.
Other Compensation Policies and Practices
Clawback Policy. Our clawback policy covers incentive compensation paid to our executive officers, or covered executives. The policy provides that if we are required to prepare an accounting restatement due to our material non-compliance with any financial reporting requirement and intentional misconduct by a covered executive, our compensation committee may require the covered executive to repay to us any excess compensation received by the covered executive during the 12-month period preceding the publication of such restatement. For purposes of this policy, excess compensation means annual cash bonus and equity incentive
compensation that is in excess of the amount such covered executive would have received, if the annual cash bonus and/or equity incentive compensation had been determined wholly or in part based on the restated financial reporting measures.
Stock Ownership Guidelines. In December 2020, our board of directors adopted stock ownership guidelines designed to ensure that our directors and senior executive officers are focused on both short- and long-term objectives and to better align their interests with other stockholders.
The guidelines provide that each of our chief executive officer and other named executive officers should achieve the ownership level associated with his or her position within five years from the date of the appointment as the chief executive officer or designation as a named executive officer, as the case may be. Each non-employee director is required to achieve the ownership level required for non-employee directors within five years from the date of his or her initial election to our board. The guidelines are determined in comparison to base salary as follows.
This guideline also requires each of our chief executive officer and other named executive officers to achieve the ownership level associated with his or her position within five years from the date of the designation as our chief executive officer or a named executive officer, as the case may be. The minimum stock ownership guidelines for the chief executive officer and other named executive officers are as follows: | | |
Named Executive Officer | | Applicable Multiple |
| | |
Other named executive officers | | 1x base salary |
Non-employee directors | | 3x annual cash retainer |
For the purpose of determining stock ownership levels, we include shares underlying restricted stock and restricted stock units (whether or not vested) and shares underlying “in-the-money” vested stock option awards. As of December 31, 2021, our chief executive officer and other named executive officers and our non-employee directors had each satisfied the requirements of our stock ownership guidelines.
Anti-Hedging and Pledging Policy. Our insider trading policy expressly prohibits all of our employees, including our named executive officers, as well as our directors, from engaging in speculative transactions in our stock, including buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, and buying or selling derivatives on our securities. Our insider trading policy generally prohibits all of our employees, including our named executive officers, as well as our directors, from pledging our securities as collateral for a loan, other than as may be allowed in certain exceptional and limited circumstances, with prior approval of our audit committee. To date, no such requests have been made or approved.
Tax and Accounting Considerations
We account for equity compensation paid to our employees under the rules of the Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ACS Topic 718, which rules require us to estimate and record an expense over the service period of any such award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation programs and practices.
Prior to January 1, 2018, when the Tax Cuts and Jobs Act of 2017, or the Tax Act, became effective, Section 162(m) of the Internal Revenue Code, or Section 162(m), generally limited to $1 million the deduction that a public company could claim in any tax year with respect to compensation paid to each of its chief executive officer and three other named executive officers whose compensation was required to be disclosed in the proxy statement (other than the chief financial officer), unless such compensation was performance-based as determined under the Section 162(m) regulations. Under the Tax Act, the performance-based compensation exception has been repealed, subject to certain transition rules. In addition, the deduction limitation now applies to anyone serving as the chief executive officer, the chief financial officer, and the top three other most highly compensated officers, and once an executive becomes a “covered employee” under Section 162(m), the individual will continue to be a “covered employee” as long as he or she remains employed by the company. The new rules generally apply to taxable years beginning after December 31, 2017 but do not apply to compensation paid pursuant to a written binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. As a result, for fiscal years beginning after December 31, 2017, all compensation in excess of $1 million paid to the specified executives will not be deductible, subject to the transition relief. On March 11, 2021, The American Rescue Plan Act of 2021, or ARPA, was signed into law to assist in the economic and health recovery brought on by the COVID-19 pandemic. Beginning on or after January 1, 2027, the ARPA expands the applicability of Section 162(m) to also include the next five highest paid corporate officers so that the total number of covered employees subject to the $1 million deduction limitation will at least be 10. In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, our compensation committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, to maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals, our compensation committee has not adopted a policy that all compensation must be deductible. Our compensation committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense.
2022 Executive Compensation
Base Salary Compensation for Our Named Executive Officers in 2022
Mr. Albers served as our president and chief executive officer until April 4, 2022 when he became our executive chairman. In connection with Mr. Albers’ transition to the role of executive chairman, in the first quarter of 2022 the compensation committee reviewed Mr. Albers’ overall compensation and determined to maintain his base salary of $745,000 for the period beginning on January 1, 2022 and ending on April 3, 2022 and a base salary of $425,000 for the remainder of 2022. Further, in connection with Ms. Haviland’s transition to serve as our president and chief executive officer effective April 4, 2022, in the first quarter of 2022 the compensation committee reviewed Ms. Haviland’s overall compensation and determined to increase her base salary to $501,227 for the period beginning on January 1, 2022 and ending on April 3, 2022 and a base salary of $745,000 for the remainder of 2022. In addition, in the first quarter of 2022, our compensation committee approved merit increases in base salary for each of our other named executive officers effective January 1, 2022 based upon the company’s achievement of 2021 corporate performance goals, each executive officer’s achievement of individual performance goals and the comparison to the base salary of similar executive officers in our 2022 peer group. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our named executive officers:
| | | | | | | |
Name | | 2021 Base Salary
($) | | 2022 Base Salary
($) | | Increase (%) | |
Jeffrey W. Albers | | 745,000 | | 505,000 | (2) | N/A | |
Michael Landsittel | | 435,000 | | 513,300 | | 18.0 | %* |
Fouad Namouni, M.D. | | 555,899 | | 583,694 | | 5.0 | % |
Kathryn Haviland | | 501,277 | | 704,120 | (2) | N/A | |
Percy Carter, Ph.D. | | 550,000 | (1) | 567,050 | | 3.1 | % |
*Includes a market adjustment to align with the 50th percentile of our peer group in addition to merit increase. Mr. Landsittel’s base salary was consistently below the 50th percentile of our peer group in prior years notwithstanding salary adjustments in previous years to bring his base salary closer to the 50th percentile of our peer group.
| (1) | Dr. Carter joined the company as our chief scientific officer in May 2021. This amount represents his annualized base salary for the year ended December 31, 2021, which was determined based on the negotiated terms of his offer of employment. |
| (2) | Mr. Albers and Ms. Haviland’s salary represents the impact of the change in salary as discussed above as a result of the transition of roles as discussed above. |
Cash Incentive Compensation for Our Named Executive Officers in 2022
In the first quarter of 2022, our compensation committee approved target award opportunities for each of our named executive officers for 2022. As a result of our leadership transitions, the target award opportunity for Mr. Albers will be based solely on 2022 corporate performance goals for the period starting January 1, 2022 and ending on April 3, 2022, and the target award opportunity for Ms. Haviland will be based 25% on individual performance goals and 75% on 2022 corporate performance goals for the period starting January 1, 2022 and ending on April 3, 2022 and will be based solely on 2022 corporate performance goals for the remainder of 2022. The target award opportunity for each of our other named executive officers for 2022 will be based 25% on individual performance goals and 75% on 2022 corporate performance goals. The table below shows the target award as a percentage of each named executive officer’s annual base salary in 2022, as well as the target cash incentive payment in dollars for 2022.
| | | | |
Name | | 2022 Target Award
(% of Base Salary) | | 2022 Target Cash
Incentive Payment ($) |
Jeffrey W. Albers | | 26 | % (1) | 130,375 |
Michael Landsittel | | 50 | % | 256,650 |
Fouad Namouni, M.D. | | 60 | % | 350,216 |
Kathryn Haviland | | 68 | % (1) | 478,802 |
Percy Carter, Ph.D. | | 50 | % | 283,525 |
| (1) | Mr. Albers and Ms. Haviland’s amounts represents the impact of the change in base salary and target annual incentive compensation as a result of the transition of their respective roles as of April 4, 2022. For the period beginning on January 1, 2022 and ending on April 3, 2022, Mr. Albers is eligible to earn pro-rated incentive compensation in connection with his services as our president and chief executive officer during that period based on a target bonus percentage of 70% (as a percentage of annualized base salary, weighted 100% with respect to the company’s performance with respect to its goals for the fiscal year ending December 31, 2022). Ms. Haviland’s target annual incentive compensation will be (i) for the period starting on January 1, 2022 and ending on April 3, 2022, 60% of her annual base salary as in effect during that period (which will be weighed 75% on company performance and 25% on Ms. Haviland’s individual performance) and (ii) for the period starting on April 4, 2022 and ending on December 31, 2022, 70% of her annual base salary as in effect during that period, weighted 100% on the company’s performance with respect to its goals for the fiscal year ending December 31, 2022. See “Employment, Severance and Change in Control Arrangements” for more information. |
In determining the 2022 actual cash incentive compensation for our named executive officers, our compensation committee and board of directors will review the performance of the company during 2022. Our compensation committee retains the discretion to adjust upward or downward any bonus award as it deems appropriate. However, as noted above, any annual performance-based cash incentive program payouts will be capped at 150% of the target payout level. We expect to pay any cash incentive compensation in the first quarter of 2023.
Compensation Committee Report
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
This report of the compensation committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
By the compensation committee of the board of directors of Blueprint Medicines Corporation.
| |
| Lynn Seely, M.D. (chair) Lonnel Coats Charles A. Rowland, Jr. |
2021 Summary Compensation Table
The following table sets forth information regarding total compensation, for service rendered in all capacities, earned by or paid to each of our named executive officers during the years indicated.
| | | | | | | | | | | | | | | | |
| | | | | | | | Stock
Awards | | Option
Awards | | Non-Equity
Incentive Plan
Compensation | | All Other
Compensation | | |
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | ($)(1) | | ($)(1) | | ($)(2) | | ($) | | Total ($) |
Jeffrey W. Albers (3) | | 2021 | | 745,000 | | | | 4,005,200 | | 4,325,704 | | 625,800 | | 11,600 | (4) | 9,713,304 |
President and Chief Executive Officer | | 2020 | | 645,000 | | | | 2,435,850 | | 2,710,242 | | 545,025 | | 8,550 | | 6,344,667 |
| | 2019 | | 590,000 | | | | 2,576,350 | | 5,808,841 | | 378,780 | | 8,400 | | 9,362,371 |
Michael Landsittel | | 2021 | | 435,000 | | | | 1,307,898 | | 1,412,613 | | 232,453 | | 11,600 | (4) | 3,399,564 |
Chief Financial Officer | | 2020 | | 379,575 | | | | 676,625 | | 752,845 | | 197,379 | | 8,550 | | 2,014,974 |
| | 2019 | | 345,000 | | | | 454,650 | | 1,025,090 | | 125,580 | | 8,400 | | 1,958,720 |
Fouad Namouni, M.D. | | 2021 | | 555,899 | | | | 1,307,898 | | 1,412,613 | | 300,185 | | 130,437 | (5) | 3,707,032 |
President, Research and Development | | 2020 | (6) | 186,154 | | | | 3,052,725 | | 3,326,739 | | 103,114 | | — | | 6,668,732 |
| | | | | | | | | | | | | | | | |
Kathryn Haviland | | 2021 | | 501,277 | | | | 1,307,898 | | 1,412,613 | | 273,509 | | 11,600 | (4) | 3,506,897 |
Chief Operating Officer | | 2020 | | 460,944 | | | | 771,353 | | 858,243 | | 264,466 | | 8,550 | | 2,363,556 |
| | 2019 | | 431,830 | | | | 757,750 | | 1,708,483 | | 183,960 | | 8,400 | | 3,090,423 |
Percy Carter, Ph.D. (7) | | 2021 | | 344,808 | (8) | | | 1,947,522 | | 1,883,325 | | 182,221 | | 19,650 | (9) | 4.3477,525 |
Chief Scientific Officer | | | | | | | | | | | | | | | | |
| (1) | These amounts represent the aggregate grant date fair value of stock option awards and RSU awards granted to our named executive officers in 2021, 2020 and 2019, as applicable, computed in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. See Note 12 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 regarding assumptions underlying the valuation of equity awards. |
| (2) | Amounts represent awards to our named executive officers under our annual performance-based cash incentive program. See “Annual Performance-based Cash Incentives” for a description of that program. Annual cash incentive compensation for 2021 was earned in 2021 and paid in 2022, annual cash incentive compensation for 2020 was earned in 2020 and paid in 2021 and annual cash incentive compensation for 2019 was earned in 2019 and paid in 2020. |
| (3) | Mr. Albers also serves as a member of our board of directors but does not receive any additional compensation for his service as a director. |
| (4) | Amount represents the dollar value of matching contributions made under our 401(k) plan. |
| (5) | Amount represents the reimbursements for expenses incurred in connection with his relocation, including $36,951 related to a tax gross up. |
| (6) | Dr. Namouni joined the company as our president, research and development, in September 2020 and was not a named executive officer for 2019. |
| (7) | Dr. Carter joined the company as our chief scientific officer in May 2021 and was not a named executive officer for 2020 and 2019. |
| (8) | Amount represents the salary actually paid to Dr. Carter for his services in 2021 and does not represent Dr. Carter’s annualized base salary. His annualized base salary was $550,000 for 2021. |
| (9) | Amount represents the dollar value of matching contributions made under our 401(k) plan equal to $2,538 and travel reimbursement related to travel to the corporate headquarters equal to $17,111. |
Grants of Plan-Based Awards for Fiscal Year 2021
The following table sets forth information concerning each grant of an award made to a named executive officer during the fiscal year ended December 31, 2021 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:
| | | | | | | | | | | | | | | | |
| | | | Date of
Compensation | | Estimated Future
Payouts Under Non
Equity Incentive
Plan Awards (1) | | All Other
Stock
Awards:
Number of | | All Other Option
Awards: Number
of Securities | | Exercise or
Base Price
of Option | | Grant
Date Fair
Value of
Stock and
Option |
Name | | Grant Date | | Committee
Approval | | Target
($) | | Maximum
($)(2) | | Shares of Stock
or Units (#) | | Underlying
Options (#) | | Awards
($)(3) | | Awards
($)(4) |
Jeffrey W. Albers | | | | | | 521,500 | | 782,250 | | | | | | | | |
| | 3/1/2021 | | 2/18/2021 | | | | | | 40,000 | | | | | | 4,005,200 |
| | 3/1/2021 | | 2/18/2021 | | | | | | | | 80,000 | | 100.13 | | 4,325,704 |
| | | | | | | | | | | | | | | | |
Michael Landsittel | | | | | | 195,750 | | 293,625 | | | | | | | | |
| | 3/1/2021 | | 2/18/2021 | | | | | | 13,062 | | | | | | 1,307,898 |
| | 3/1/2021 | | 2/18/2021 | | | | | | | | 26,125 | | 100.13 | | 1,412,613 |
| | | | | | | | | | | | | | | | |
Fouad Namouni, M.D. | | | | | | 250,155 | | 375,232 | | | | | | | | |
| | 3/1/2021 | | 2/18/2021 | | | | | | 13,062 | | | | | | 1,307,898 |
| | 3/1/2021 | | 2/18/2021 | | | | | | | | 26,125 | | 100.13 | | 1,412,613 |
| | | | | | | | | | | | | | | | |
Kathryn Haviland | | | | | | 225,575 | | 338,362 | | | | | | | | |
| | 3/1/2021 | | 2/18/2021 | | | | | | 13,062 | | | | | | 1,307,898 |
| | 3/1/2021 | | 2/18/2021 | | | | | | | | 26,125 | | 100.13 | | 1,412,613 |
| | | | | | | | | | | | | | | | |
Percy Carter, Ph.D. (5) | | | | | | 182,221 | | 273,332 | | | | | | | | |
| | 6/1/2021 | | 5/4/2021 | | | | | | 21,843 | | | | | | 1,947,522 |
| | 6/1/2021 | | 5/4/2021 | | | | | | | | 39,200 | | 89.16 | | 1,883,325 |
| (1) | Amounts shown in the “Target ($)” and “Maximum ($)” columns reflect the target and maximum amounts payable to each named executive officer under our 2021 annual performance-based cash incentive program as described under “Annual Performance-Based Cash Incentives” above. Actual payments made for 2021 are provided in the “2021 Summary Compensation Table.” As there are no threshold amounts with respect to these performance-based cash payments, the column “Threshold ($)” is inapplicable and therefore has been omitted from this table. |
| (2) | Our compensation committee determined to formally cap annual cash incentive program payouts in any given year at 150% of the target payout level. |
| (3) | The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Select Market on the grant date. |
| (4) | These amounts represent the aggregate grant date fair value of awards granted to our named executive officers in 2021, computed in accordance with FASB ASC Topic 718. Such grant-date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. See Note 12 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 regarding assumptions underlying the valuation of equity awards. |
| (5) | Dr. Carter joined the company as our chief scientific officer, in May 2021. Under the terms of his employment agreement, he was eligible to receive a pro-rata target award for the year ended December 31, 2021. |
Outstanding Equity Awards at December 31, 2015
2021 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards forheld by each of our named executive officers at December 31, 2015:
2021. Unless otherwise specified, the equity awards are subject to certain acceleration of vesting provisions as set forth in the applicable named executive officer’s employment agreement, as described below.
| | | | | | | | | | | | | |
| | Option Awards | | Stock Awards | |
| | Number of | | Number of | | | | | | | | | |
| | Securities | | Securities | | | | | | Number of | | Market Value of | |
| | Underlying | | Underlying | | | | | | Shares or Units | | Shares or Units | |
| | Unexercised | | Unexercised | | Option | | Option | | of Stock That | | of Stock That | |
| | Options (#) | | Options (#) | | Exercise | | Expiration | | Have Not Vested | | Have Not | |
Name | | Exercisable | | Unexercisable(1) | | Price ($) | | Date | | (#)(1) | | Vested(2) ($) | |
Jeffrey W. Albers | | 53,475 | (3) | | | 1.87 | | 7/30/2024 | | | | | |
| | | | 163,080 | (4) | 1.87 | | 7/30/2024 | | | | | |
| | 53,475 | (5) | 160,428 | (5) | 1.87 | | 7/30/2024 | | | | | |
| | 22,727 | (6) | 86,363 | (6) | 8.80 | | 2/10/2025 | | | | | |
Christoph Lengauer, Ph.D. | | 9,090 | | 26,137 | (7) | 1.49 | | 11/3/2023 | | | | | |
| | 5,456 | | 19,392 | (8) | 1.87 | | 8/18/2024 | | | | | |
| | 3,846 | | 15,350 | (9) | 8.80 | | 2/10/2025 | | | | | |
| | 6,380 | | 27,832 | (9) | 8.80 | | 2/10/2025 | | | | | |
| | | | | | | | | | 6,818 | (10) | 179,586 | |
Anthony Boral, M.D., Ph.D. | | 2,840 | | 569 | (11) | 8.80 | | 2/10/2025 | | | | | |
| | | | 10,227 | (11) | 8.80 | | 2/10/2025 | | | | | |
| | | | 53,030 | (12) | 8.80 | | 2/10/2025 | | | | | |
| | | | 37,878 | (12) | 8.80 | | 2/10/2025 | | | | | |
| | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards | |
Name | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | Option
Exercise
Price
($) | | Option
Expiration
Date | | Number of
Shares or Units
of Stock That
Have Not Vested
(#) | | Market Value of
Shares or Units
of StockThat
HaveNotVested
($)(1) | |
JeffreyW. Albers | | 135,403 | (2) | — | | $1.87 | | 7/30/2024 | (3) | — | | — | |
| | 7,170 | (2) | — | | $8.80 | | 2/10/2025 | (3) | — | | — | |
| | 77,500 | (2) | — | | $15.01 | | 2/3/2026 | (4) | — | | — | |
| | 170,000 | (2) | — | | $36.05 | | 2/16/2027 | (4) | — | | — | |
| | 162,916 | (5) | 7,084 | | $81.44 | | 2/16/2028 | (4) | — | | — | |
| | 75,968 | (6) | 34,532 | | $86.60 | | 3/1/2029 | (4) | 14,874 | (7) | 1,593,154 | (4) |
| | 39,375 | (8) | 50,625 | | $54.13 | | 3/1/2030 | (4) | 33,750 | (9) | 3,614,963 | (4) |
| | 15,000 | (10) | 65,000 | | $100.13 | | 3/1/2031 | (4) | 40,000 | (11) | 4,284,400 | (4) |
Michael Landsittel | | 26,363 | (2) | — | | $1.87 | | 10/8/2024 | (3) | — | | — | |
| | 1,818 | (2) | — | | $8.80 | | 2/10/2025 | (3) | — | | — | |
| | 10,000 | (2) | — | | $15.01 | | 2/3/2026 | (4) | — | | — | |
| | 20,000 | (2) | — | | $36.05 | | 2/16/2027 | (4) | — | | — | |
| | 24,916 | (5) | 1,084 | | $81.44 | | 2/16/2028 | (4) | — | | — | |
| | 13,406 | (6) | 6,094 | | $86.60 | | 3/1/2029 | (4) | 2,624 | (7) | 281,057 | (4) |
| | 10,937 | (8) | 14,063 | | $54.13 | | 3/1/2030 | (4) | 9,375 | (9) | 1,004,156 | (4) |
| | 4,898 | (10) | 21,227 | | $100.13 | | 3/1/2031 | (4) | 13,062 | (11) | 1,399,071 | (4) |
Fouad Namouni, M.D. | | 18,958 | (12) | 46,042 | | $93.93 | | 10/1/2030 | (15) | 24,375 | (14) | 2,610,806 | (15) |
| | 4,898 | (10) | 21,227 | | $100.13 | | 3/1/2031 | (4) | 13,062 | (11) | 1,399,071 | (4) |
Kathryn Haviland | | 2 | (2) | — | | $16.28 | | 2/1/2026 | (4) | — | | — | |
| | 591 | (2) | — | | $36.05 | | 2/16/2027 | (4) | — | | — | |
| | 37,375 | (5) | 1,625 | | $81.44 | | 2/16/2028 | (4) | — | | — | |
| | 22,343 | (6) | 10,157 | | $86.60 | | 3/1/2029 | (4) | 4,374 | (7) | 468,499 | (4) |
| | 12,468 | (8) | 16,032 | | $54.13 | | 3/1/2030 | (4) | 10,687 | (9) | 1,144,685 | (4) |
| | 4,898 | (10) | 21,227 | | $100.13 | | 3/1/2031 | (4) | 13,062 | (11) | 1,399,071 | (4) |
Percy Carter, Ph.D. | | — | (16) | 39,200 | | $89.16 | | 6/1/2031 | (15) | 21,843 | (17) | 2,339,604 | (15) |
| (1) | (1)
| | Pursuant to the terms of each named executive officer’s employment agreement, if such named executive officer’s employment is terminated by us without cause, or the named executive officer terminates his employment with us for good reason, in either case within 12 months following the occurrence of a sale event (as defined in the employment agreement), all unvested shares underlying time-based stock options and other time-based stock-based awards will accelerate and become vested and exercisable; provided that, if any stock options or other stock-based awards held by such named executive officer prior to the effective date of such named executive officer’s employment agreement has accelerated vesting terms more favorable to the executive, then the vesting terms of such stock options or other stock-based awards shall apply.
|
| (2)
| | Represents the market value of the sharesAmounts shown are based on a price of $107.11 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 20152021, the last trading day of $26.34 per share.
the year. |
| (2) | (3)
| | This option was fully vested as to 6,310 shares onof December 21, 2015 and vests as to an additional (i) 6,310 shares on May 21, 2016, (ii) 11,957 shares on each of June 21, 2016, July 21, 2016 and August 21, 2016 and (iii) 4,984 shares on September 21, 2016. Pursuant to the terms of Mr. Albers’ option agreement, all unvested shares underlying the option are eligible for early exercise. 31, 2021. |
| (3) | (4)
| | This option vestsequity award was granted under our 2011 Stock Option and Grant Plan, as follows: (i) 42,845 shares vest in four installments at a rate of 6,974 shares on September 21, 2016, and 11,957 shares on each of October 21, 2016 and November 21, 2016, and 11,957 on December 21, 2016; (ii) 90,010 shares vest in eight installments at a rate of 6,311 shares on May 21, 2017 and 11,957 shares on each of June 21, 2017, July 21, 2017, August 21, 2017, September 21, 2017, October 21, 2017, November 21, 2017 and December 21, 2017; and (iii) 30,225 shares vest in three installments at a rate of 6,311 shares on May 21, 2018, 11,957 shares on June 21, 2018 and 11,957 shares on July 21, 2018. amended from time to time, or the 2011 Plan. |
| (4) | (5)
| | This option vested as to (i) 53,475 shares in five installments at a rate of 11,957 shares on each of August 21,equity award was granted under our 2015 September 21, 2015, October 21, 2015Stock Option and November 21, 2015 and 5,647 shares on December 21, 2015 and (ii) 47,828 shares in four installments at a rate of 11,957 shares on each of January 21, 2016, February 21, 2016, March 21, 2016 and April 21, 2016, and vests as to an additional (i) 5,648 shares on May 21, 2016, (ii) 53,476 shares in five installments at a rate of 11,957 shares on each of January 21, 2017, February 21, 2017, March 21, 2017 and April 21, 2017 and 5,648 shares on May 21, 2017 and (iii) 53,476 shares in five installments at a rate of 11,957 shares on each of January 21, 2018, February 21, 2018, March 21, 2018 and April 21, 2018 and 5,648 shares on May 21, 2018. Incentive Plan. |
| (5) | (6)
| | This option vested with respect to 1/48th of the shares underlying the option on March 10, 201516, 2018 and vests as to an additional 1/48th of the shares underlying the option each month thereafter through February 16, 2022, subject to continued employment through each applicable vesting date. |
| (6) | This option vested with respect to 1/48th of the shares underlying the option on April 1, 2019 and vests as to an additional 1/48th of the shares underlying the option each month thereafter through February 10, 2019.March 1, 2023, subject to continued employment through each applicable vesting date. |
| (7) | (7)
This RSU vests in in four equal installments on each of March 1, 2020, 2021, 2022 and 2023, subject to continued employment through each applicable vesting date |
| (8) | | This option vested with respect to 1/48th of the shares underlying the option on December 3, 2013April 1, 2020 and vests as to an additional 1/48th of the shares underlying the option each month thereafter through November 3, 2017.March 1, 2024, subject to continued employment through each applicable vesting date. |
| (9) | (8)
This RSU vests in four equal installments on each of March 1, 2021, 2022, 2023 and 2024, subject to continued employment through each applicable vesting date. |
| (10) | | This option vested with respect to 1/48th of the shares underlying the option on September 18, 2014April 1, 2021 and vests as to an additional 1/48th of the shares underlying the option each month thereafter through August 18, 2018.March 1, 2025, subject to continued employment through each applicable vesting date. |
| (11) | (9)
This RSU vests in four equal installments on each of March 1, 2022, 2023, 2024 and 2025, subject to continued employment through each applicable vesting date. |
| (12) | | This option vestedvests with respect to 1/48th25% of the shares underlying the option on March 10, 2015October 1, 2021 and vests as to an additional 1/48th of the shares underlying the option each month thereafter through February 10, 2019.October 1, 2024, subject to continued employment through each applicable vesting date. |
| (13) | (10)
| | This restricted stock award vests as to 1/48th of the shares underlying the award each month through January 1, 2017. Vesting of the shares underlying the award will accelerate and become vested and exercisable upon the occurrence of a sale event (as defined in the restricted stock award agreement).
|
| (11)
| | This option vestedvests with respect to 1/48th25% of the shares underlying the option on March 10, 2015June 1, 2022 and vests as to an additional 1/48th of the shares underlying the option each month thereafter through February 10, 2019.June 1, 2025, subject to continued employment through each applicable vesting date. |
| (14) | (12)
This RSU vests in four equal installments on each of October 1, 2021, 2022, 2023 and 2024, subject to continued employment through each applicable vesting date. |
| (15) | This equity award was granted under our 2020 Inducement Plan. |
| (16) | This option vestedvests with respect to 25% of the shares underlying the option on February 9, 2016June 1, 2022 and vests as to an additional 1/48th of the shares underlying the option each month thereafter through February 9, 2019.June 1, 2025, subject to continued employment through each applicable vesting date. |
| (17) | This RSU vests in four equal installments on each of June 1, 2022, 2023, 2024 and 2025, subject to continued employment through each applicable vesting date |
Employment Agreements with Our Named Executive OfficersOption Exercises and Stock Vested
The following table sets forth information concerning option exercises and the vesting of RSU awards for each of our named executive officers during the fiscal year ended December 31, 2021:
| | | | | | | | |
| | Option Awards | | Stock Awards |
| | Number of Shares
Acquired on Exercise
(#) | | Value Realized
on Exercise
($) (1) | | Number of Shares
Acquired on Vesting
(#) | | Value Realized
on Vesting
($)(2) |
Jeffrey W. Albers | | 111,000 | | 9,905,740 | | 18,688 | | 1,871,229 |
Michael Landsittel | | — | | — | | 4,438 | | 444,377 |
Fouad Namouni, M.D. | | — | | — | | 8,125 | | 826,475 |
Kathryn Haviland | | 4,000 | | 249,040 | | 5,751 | | 575,848 |
Percy Carter, Ph.D. | | — | | — | | — | | — |
| (1) | The value realized when the stock options were exercised represents (i) the excess of the closing price of a share of our common stock as reported on the Nasdaq Global Select Market on the date of exercise over the per share exercise price of the stock option, multiplied by (ii) the number of option shares exercised. |
| (2) | The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the closing price market price of a share of our common stock as reported on the Nasdaq Global Select Market on the vest date. |
Employment, Severance and Change-in-Control Arrangements
We have entered into employment agreements with each of our named executive officers in connection with their employment with us. These employment agreements provide for “at will” employment.
Jeffrey W. Albers. TheSuch employment agreement entitles Mr. Albers to anagreements established the named executive officer’s title, initial base salary of $425,000, which is subject to periodic reviewcompensation arrangements and adjustment. Mr. Albers is also eligible for an annual performance bonus targeted at 45% of his base salary. Mr. Albers is eligibleeligibility to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans. IfWe have also agreed to provide the following benefits under the employment agreements with each of our named executive officers, including certain severance payments and benefits in connection with a change-in-control. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our stockholders because they incentivize senior executives to continue to strive to achieve stockholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our company and our stockholders.
Jeffrey W. Albers, Chief Executive Officer. Under the terms of the employment agreement with Mr. Albers, our chief executive officer, until it was amended in December 2021 as described below, if Mr. Albers’ employment is terminated by us without cause (as defined in his employment agreement) or by Mr. Albers for good reason (as(each term as defined in his employment agreement), and subject to Mr. Albers’ execution of a release of potential claims against us, Mr. Albers will be entitled to receive: (i) a lump sum in cashcontinued base salary in an amount equal to 12 months ofone (1) times Mr. Albers’ base salary then in effect and (ii) a monthly cash payment for 12 months for medical and dental benefits or Mr. Albers’ COBRA health continuation period, whichever ends earlier. However, in the event that Mr. Albers’ employment is terminated by us without cause, or Mr. Albers terminates his employment with us for good reason, in either case within 12 months following the occurrence of a sale event (as defined in his employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Mr. Albers’ execution of a release of potential claims against us, Mr. Albers will be entitled to receive: (i) a lump sum in cash in an amount equal to the sum of 18 months of Mr. Albers’ base salary then in effect plus one-and-one half times Mr. Albers’ target annual incentive compensation for the year in which the termination occurs, (ii) a monthly cash payment for 18 months for medical and dental benefits or Mr. Albers’ COBRA health continuation period, whichever ends earlier, and (iii) full and immediate vesting and exercisability of all time-based stock options and other time-based stock-based awards held by Mr. Albers.
Christoph Lengauer. TheEffective December 22, 2021, we entered into an employment agreement entitles Dr. Lengauer to an initial base salaryamendment with our chief executive officer, which was approved by the compensation committee of $415,000, which is subject to periodic review and adjustment. Dr. Lengauer is also eligible for an annual performance bonus targeted at 35%our board of his base salary. Dr. Lengauer is eligible to participatedirectors. The changes contained in the employee benefit plans generally available to full-time employees, subjectamendment are
consistent with our industry peer group and were recommended to the terms of those plans. If Dr. Lengauer’scompensation committee by Aon. Under the amendment to Mr. Albers’ employment agreement, in the event that Mr. Albers’ employment is terminated by us without cause or Mr. Albers terminates his employment with us for good reason (each term as defined in Mr. Albers’ employment agreement), in either case within 12 months following the occurrence of a sale event (as defined in his employment agreement) or by Dr. Lengauer for good reason (as defined in hisMr. Albers’ employment agreement), and subject to Dr. Lengauer’sMr. Albers’ execution of a release of potential claims against us, Dr. Lengauerhe will be entitled to receive: (i) a lump sum in cash in an amount equal to 12the sum of (A) two (2) times his base salary then in effect plus (B) two (2) times his target annual incentive compensation for the year in which the termination occurs, (ii) a monthly cash payment for 24 months for medical and dental benefits or Mr. Albers’ COBRA health continuation period, whichever ends earlier, and (iii) full and immediate vesting and exercisability of all time-based stock options and other time-based stock-based awards held by Mr. Albers.
Mr. Albers served as our president and chief executive officer until April 4, 2022 when he became our executive chairman. In connection with Mr. Albers’ transition to the role of executive chairman, in January 2022, we entered into an amended and restated employment agreement with Mr. Albers, effective as of April 4, 2022, which was intended to replace each prior agreement entered into by the company and Mr. Albers. Pursuant to such agreement, Mr. Albers receives an annual base salary of $425,000. For the period beginning on January 1, 2022 and ending on April 3, 2022, Mr. Albers is eligible to earn pro-rated incentive compensation in connection with his services as our president and chief executive officer during such period based on a target bonus percentage of 70% (as a percentage of annualized base salary, weighted 100% with respect to the Company’s performance with respect to its goals for the fiscal year ending December 31, 2022), provided Mr. Albers remains a member of our board of directors on the day such incentive compensation is paid. In connection with his transition to serve as our executive chairman, Mr. Albers was granted options to purchase 15,000 shares of the company’s common stock, 25% of which will vest upon the one year anniversary of the grant date and 75% of which shall thereafter vest ratably in monthly installments over 36 months, subject to continued service through each applicable vesting date, and 7,500 restricted stock units, which shall vest ratably in annual installments over four years beginning on the one year anniversary of the grant date, subject to continued service through each applicable vesting date. The grant date was March 1, 2022. If Mr. Albers’ employment is terminated by us without cause or by Mr. Albers for good reason (each term as defined in his employment agreement), and subject to Mr. Albers’ execution of a release of potential claims against us, Mr. Albers will be entitled to receive: (i) continued base salary in an amount equal to one (1) times Mr. Albers’ base salary then in effect and (ii) a monthly cash payment for 12 months for medical and dental benefits or Dr. Lengauer’sMr. Albers’ COBRA health continuation period, whichever ends earlier. However,Mr. Albers’ change-in-control payments and benefits were revised pursuant to his amended and restated employment agreement to provide that in the event that Dr. Lengauer’sMr. Albers’ employment is terminated by us without cause, or Dr. LengauerMr. Albers terminates his employment with us for good reason, in either case within 12 months following the occurrence of a sale event (as defined in his employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Dr. Lengauer’sMr. Albers’ execution of a release of potential claims against us, Dr. LengauerMr. Albers will be entitled to receive: (i) a lump sum in cash in an amount equal to the sum of 12 months of Dr. Lengauer’sone and one-half (1.5) times Mr. Albers’ base salary then in effect plus Dr. Lengauer’sone-and-one half (1.5) times Mr. Albers’ target annual incentive compensation for the year in which the termination occurs, (ii) a monthly cash payment for 1218 months for medical and dental benefits or Dr. Lengauer’sMr. Albers’ COBRA health continuation period, whichever ends earlier, and (iii) full and immediate vesting and exercisability of all time-based stock options and other time-based stock-based awards held by Dr. Lengauer.Mr. Albers.
Anthony L. Boral. The employment agreement entitles Dr. BoralIf any payment and benefits to an initial base salary of $325,000, which is subjectbe paid or provided to periodic review and adjustment Dr. Boral is also eligible for an annual performance bonus targeted at 30% of his base salary. Dr. Boral is eligible to participate in the employee benefit plans generally available to full-time employees, subjectMr. Albers, whether pursuant to the terms of those plans. If Dr. Boral’shis employment agreement or otherwise, would be subject to “golden parachute” excise taxes under the Internal Revenue Code of 1986, as amended, or the Code, the payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to him.
Named Executive Officers Other Than Chief Executive Officer. Under the employment agreements with each of our other named executive officers prior to when such employment agreements were amended as of December 2021 as described below, if the executive officer’s employment is terminated by us without cause (asor by the executive officer for good reason (each term as defined in his employment agreement) or by Dr. Boral for good reason (as defined in hisher employment agreement), and subject to Dr. Boral’sthe executive officer’s execution of a release of potential claims against us, Dr. Boralthe executive officer will be entitled to receive: (i) a lump sum in cashcontinued base salary in an amount equal to 12 months ofone (1) times the executive’s base salary and (ii) a monthly cash payment for 12 months for medical and dental benefits or Dr. Boral’sthe executive officer’s COBRA health continuation period, whichever ends earlier. However, in the event that Dr. Boral’sthe executive officer’s employment is terminated by us without cause, or Dr. Boralthe executive officer terminates his or her employment with us for good reason, in either case within 12 months following the occurrence of a sale event (as defined in his or her employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Dr. Boral’sthe executive officer’s execution of a release of potential claims against us, Dr. Boralthe executive officer will be entitled to receive: (i) a lump sum in cash in an amount equal to the sum of 12 months of Dr. Boral’sthe executive officer’s base salary then in effect plus Dr. Boral’sthe executive officer’s target annual incentive compensation for the year in which the termination occurs, (ii) a monthly cash payment for 12 months for medical and dental benefits or Dr. Boral’sthe executive officer’s COBRA health continuation period, whichever ends earlier, and (iii) full and immediate vesting and exercisability of all time-based stock options and other time-based stock-based awards held by Dr. Boral.the executive officer.
Effective December 22, 2021, we entered into employment agreement amendments with our chief financial officer, other named executive officers and other officers of the company, which were approved by the compensation committee of our board of directors. The changes contained in the amendment are consistent with our industry peer group and were recommended to the compensation committee by Aon. The amendments to the employment agreements with named executive officers other than Mr.
Albers provide that in the event that the executive’s employment is terminated by us without cause or the executive terminates his or her employment with us for good reason, in either case within 12 months following the occurrence of a sale event (each term as defined in the executive’s existing employment agreement), subject to the executive’s execution of a release of potential claims against us, the executive will be entitled to receive: (i) a lump sum in cash in an amount equal to the sum of (A) one and one-half (1.5) times the executive’s base salary then in effect plus (B) one and one-half (1.5) times the executive’s target annual incentive compensation for the year in which the termination occurs, (ii) a monthly cash payment for 18 months for medical and dental benefits or the executive’s COBRA health continuation period, whichever ends earlier, and (iii) full and immediate vesting and exercisability of all time-based stock options and other time-based stock-based awards held by the executive.
On April 4, 2022, Ms. Haviland became our president and chief executive officer. In connection with Ms. Haviland’s transition into the role of our president and chief executive officer, on January 4, 2022, we entered into an amended and restated employment agreement, effective as of April 4, 2022, which was intended to replace each prior agreement entered into by the company and Ms. Haviland. Pursuant to such agreement, Ms. Haviland will receive an annual base salary of $745,000 and her target annual incentive compensation will be 70% of her annual base salary, weighted 100% on the company’s performance with respect to its goals for the fiscal year ending December 31, 2022. For the period starting on January 1, 2022 and ending on April 3, 2022, Ms. Haviland is eligible to earn prorated incentive compensation under her prior employment agreement in connection with her services as chief operating officer during such period based on Ms. Haviland’s target annual incentive compensation equal to 60% of her annual base salary as in effect during such period (which will be weighed 75% on the company’s performance and 25% on Ms. Haviland’s individual performance), provided Ms. Haviland remains employed by the company on the day such incentive compensation is paid. In connection with her appointment as our new president and chief executive officer, Ms. Haviland was granted options to purchase 80,000 shares of the company’s common stock, 25% of which will vest upon the one year anniversary of the grant date and 75% of which will thereafter vest ratably in monthly installments over 36 months subject to continued service through each applicable vesting date, and 40,000 restricted stock units, which shall vest ratably in annual installments over four years beginning on the one-year anniversary of the grant date subject to continued service through each applicable vesting date. The grant date was March 1, 2022. If Ms. Haviland’s employment is terminated by us without cause or by Ms. Haviland for good reason (each term as defined in her employment agreement), and subject to Ms. Haviland’s execution of a release of potential claims against us, Ms. Haviland will be entitled to receive: (i) continued base salary in an amount equal to one (1) times Ms. Haviland’s base salary then in effect and (ii) a monthly cash payment for 12 months for medical and dental benefits or Ms. Haviland’s COBRA health continuation period, whichever ends earlier. Ms. Haviland’s change-in-control payments and benefits were revised pursuant to her amended and restated employment agreement to provide that in the event that Ms. Haviland’s employment is terminated by us without cause or Ms. Haviland terminates her employment with us for good reason, in either case within 12 months following the occurrence of a sale event (as defined in Ms. Haviland’s employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Ms. Haviland’s execution of a release of potential claims against us, she will be entitled to receive: (i) a lump sum in cash in an amount equal to the sum of (A) two (2) times her base salary then in effect plus (B) two (2) times her target annual incentive compensation for the year in which the termination occurs, (ii) a monthly cash payment for 24 months for medical and dental benefits or Ms. Haviland’s COBRA health continuation period, whichever ends earlier, and (iii) full and immediate vesting and exercisability of all time-based stock options and other time-based stock-based awards held by Ms. Haviland.
If any payment and benefits to be paid or provided to a named executive officer, whether pursuant to the terms of his or her employment agreement or otherwise, would be subject to “golden parachute” excise taxes under the Code, the payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the executive.
Subject to the terms of our employment agreement with Dr. Carter, we will also reimburse to Dr. Carter or pay to third parties on his behalf all reasonable and documented expenses incurred in connection with Dr. Carter’s relocation up to a maximum aggregate amount of $150,000. We will gross-up any taxes incurred on eligible relocation expenses reimbursed to Dr. Carter or paid to third parties on his behalf, and following Dr. Carter’s relocation, we will also pay him a one-time, lump sum relocation allowance in the amount of $10,000 to use in his discretion to cover expenses related to his relocation to the Cambridge, Massachusetts area. In addition, we agreed to provide Mr. Carter with a one-time cash sign-on bonus in an amount of up to $200,000, plus a gross-up payment to make Dr. Carter whole for income taxes he is required to pay on such sign-on bonus. These relocation and sign-on bonus amounts were not paid in 2021. If within specific time periods Dr. Carter either terminates his employment without good reason or is terminated for cause, Dr. Carter is obligated to repay all or a portion of any sign-on bonus and associated tax gross-up he received; the aggregate relocation expenses reimbursed to Dr. Carter or paid to third parties on his behalf and the associated tax gross-up and the relocation allowance, all subject to the terms of the employment agreement.
In addition, under the employment agreement with Dr. Namouni, we agreed to reimburse to Dr. Namouni or pay to third parties on his behalf all reasonable and documented expenses incurred in connection with his relocation up to a maximum aggregate amount of $150,000, and gross-up any taxes incurred on eligible relocation expenses reimbursed to Dr. Namouni or paid to third parties on his behalf, and following the commencement of his employment, we also agreed to provide Dr. Namouni a one-time, lump sum relocation allowance in the amount of $10,000 to use in his discretion to cover expenses related to his relocation to the Cambridge, Massachusetts area. If within specific time periods Dr. Namouni terminates his employment without good reason or is
terminated for cause, in either case, Dr. Namouni is obligated to repay all or a portion of the aggregate relocation expenses reimbursed to Dr. Namouni or paid to third parties on his behalf and the relocation allowance, subject to the terms of the employment agreement.
Other Agreements
Each of our named executive officers has entered into a standard form agreement with respect to confidential information and assignment of inventions. Among other things, this agreement obligates each named executive officer to refrain from disclosing any of our proprietary information received during the course of employment and to assign to us any inventions conceived or developed during the course of employment. Such agreement also provides that during the period of the named executive officer'sofficer’s employment and for 12 months thereafter, subject to specified terms and conditions and provisions required by law, the named executive officer will not compete with us and will not solicit our employees, consultants, customers or suppliers.
Potential Payments Upon Termination or Change-in-Control
We offer our executives severance benefits upon an involuntary or constructive termination, as we believe such post-employment compensation protections are appropriate in light of similar benefits available to executive officers at companies in our peer group. We also offer our executives additional severance benefits in connection with change-in-control situations. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our stockholders because they incentivize senior executives to continue to strive to achieve stockholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our company and our stockholders.
The amount of compensation and benefits payable to each named executive officer under our employment agreements in various termination and/or change-in-control situations has been estimated in the table below, which assumes that such termination and/or change-in-control occurred on December 31, 2021 and that no noncompetition provisions will be enforced following any such termination. Such compensation and benefits amounts were calculated based on employment agreements, as amended, in effect on December 31, 2021. The value of the equity vesting acceleration was calculated based on the assumption that the change-in-control and/or executive’s employment termination occurred on December 31, 2021, the last business day of the fiscal year ended December 31, 2021. For purposes of the following table, we have used $107.11 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2021, the last trading day of the year 2021, to estimate the value of our common stock upon acceleration. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying stock options subject to vesting acceleration as of December 31, 2021 by the difference between the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2021 and the exercise price for such unvested stock options. The value of the RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2021 by the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2021.
| | | | | | | | | |
| | | | Triggering Event | |
Name | | Benefit | | Sale Event Without
Termination of
Employment ($) | | Resignation for Good
Reason or Termination
Without Cause Before
or More Than 12
Months Following a
Sale Event ($) | | Resignation for
Good Reason or
Termination
Without Cause
Within 12 Months
Following a
Sale Event ($) | |
Jeffrey W. Albers(1) | | Severance payments | | — | | 745,000 | (2) | 1,490,000 | (3) |
| | Cash incentive payments | | — | | — | | 1,251,600 | (4) |
| | Health care continuation | | — | | 22,256 | (5) | 44,511 | (6) |
| | Acceleration of equity award vesting | | — | | — | | 13,518,427 | (7) |
| | Total | | — | | 767,256 | | 16,304,538 | |
Michael Landsittel | | Severance payments | | — | | 435,000 | (2) | 652,500 | (8) |
| | Cash incentive payments | | — | | — | | 348,680 | (9) |
| | Health care continuation | | — | | 22,256 | (5) | 33,384 | (10) |
| | Acceleration of equity award vesting | | — | | — | | 3,730,320 | (7) |
| | Total | | — | | 457,256 | | 4,764,884 | |
Fouad Namouni, M.D. | | Severance payments | | — | | 555,899 | (2) | 833,849 | (8) |
| | Cash incentive payments | | — | | — | | 450,278 | (9) |
| | Health care continuation | | — | | 22,256 | (5) | 33,108 | (10) |
| | Acceleration of equity award vesting | | — | | — | | 4,764,875 | (7) |
| | Total | | — | | 578,155 | | 6,082,386 | |
Kathryn Haviland (11) | | Severance payments | | — | | 501,277 | (2) | 751,916 | (8) |
| | Cash incentive payments | | — | | — | | 410,264 | (9) |
| | Health care continuation | | — | | 22,072 | (5) | 33,108 | (10) |
| | Acceleration of equity award vesting | | — | | — | | 4,259,828 | (7) |
| | Total | | — | | 523,349 | | 5,455,116 | |
Percy Carter, Ph.D. | | Severance payments | | — | | 344,808 | (2) | 517,212 | (8) |
| | Cash incentive payments | | — | | — | | 273,332 | (9) |
| | Health care continuation | | — | | 22,256 | (5) | 33,384 | (10) |
| | Acceleration of equity award vesting | | — | | — | | 3,043,244 | (7) |
| | Total | | — | | 367,064 | | 3,867,172 | |
| (1) | Mr. Albers’ employment agreement was amended effective April 4, 2022 in connection with his transition to the role of executive chairman, including the amount of compensation and benefits payable to Mr. Albers in various termination and/or change-in-control situations. See “—Jeffrey W. Albers, Chief Executive Officer” above for a description of such amounts. |
| (2) | Represents continued base salary in an amount equal to one (1) times the named executive officer’s base salary in effect as of December 31, 2021. |
| (3) | Represents a lump sum in cash in an amount equal to two (2) times Mr. Albers’ base salary in effect as of December 31, 2021. |
| (4) | Represents a lump sum in cash in an amount equal to two (2) times Mr. Albers’ target annual incentive compensation for the year ended December 31, 2021. |
| (5) | Represents a monthly cash payment for 12 months for continued medical and dental benefits for the named executive officer. |
| (6) | Represents a monthly cash payment for 24 months for continued medical and dental benefits for Mr. Albers. |
| (7) | Represents the acceleration of vesting as to 100% of the unvested equity awards held by the named executive officer. |
| (8) | Represents a lump sum in cash in an amount equal to one and one-half (1.5) times the named executive officer’s base salary in effect as of December 31, 2021. |
| (9) | Represents a lump sum in cash in an amount equal to one-and-one half (1.5) times the named executive officer’s target annual incentive compensation for the year ended December 31, 2021. |
| (10) | Represents a monthly cash payment for 18 months for continued medical and dental benefits for the named executive officer. |
| (11) | Ms. Haviland’s employment agreement was amended effective April 4, 2022 in connection with her transition to the role of president and chief executive officer including the amount of compensation and benefits payable to Ms. Haviland in various termination and/or change-in-control situations. See “— Named Executive Officers Other Than Chief Executive Officer” above for a description of such amounts. |
Limitation of Liability and Indemnification
As permitted by Delaware law, our amended and restated certificate of incorporation, or certificate of incorporation, provides that no director of our company shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to us or our stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) in respect of unlawful dividend payments or stock redemptions or repurchases, or (4) for any transaction from which the director derived an improper personal benefit. In addition, our certificate of incorporation provides that if Delaware law is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of our company will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our certificate of incorporation also provides that any repeal or modification of such article by our stockholders or amendment to Delaware law will not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a director serving at the time of such repeal or modification.
In addition, as permitted by Delaware law, our amended and restated bylaws, or bylaws, provide that we will indemnify each of our directors and officers and, in the discretion of our board of directors, certain employees, to the fullest extent permitted by Delaware law as the same may be amended (except that in the case of amendment, only to the extent that the amendment permits us to provide broader indemnification rights than the Delaware General Corporation Law permitted us to provide prior to such the amendment) against any and all expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by the director, officer or such employee or on the director’s, officer’s or employee’s behalf in connection with any threatened, pending or completed proceeding or any claim, issue or matter therein, to which he or she is or is threatened to be made a party because he or she is or was serving as a director, officer or employee of our company, or at our request as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The bylaws also provide for the advancement of expenses to each of our directors and, in the discretion of the board of directors, to certain officers and employees. In addition, the bylaws provide that the right of each of our directors and officers to indemnification and advancement of expenses is a contract right and will not be exclusive of any other right now possessed or hereafter acquired under any statute, provision of the certificate of incorporation or bylaws, agreement,
vote of stockholders or otherwise. Furthermore, our bylaws authorize us to provide insurance for our directors, officers and employees, against any liability, whether or not we would have the power to indemnify such person against such liability under Delaware law or the provisions of our bylaws.
We have entered into indemnification agreements with each of our directors and our executive officers. These agreements provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and the certificate of incorporation and bylaws.
We also maintain a general liability insurance policy, which covers certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.
Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.
We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers or persons controlling our company pursuant, we understand that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Compensation Committee Interlocks and Insider Participation
From January 1, 2021 through June 2, 2021, Daniel Lynch, Charles A. Rowland, Jr. and Lynn Seely served on our compensation committee and, after Mr. Lynch’s tenure on our board of directors ended on June 2, 2021, Lonnel Coats was appointed to serve on our compensation committee such that the membership for the remainder of the year consisted of Dr. Seely, Mr. Coats and Mr. Rowland. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee, other than Jeffrey W. Albers and Kathryn Haviland, who serve as members of our board of directors but do not serve on our compensation committee. None of the members of our compensation committee is an officer or employee of our company, and none of the members of our compensation committee has ever been an officer or employee of our company.
CEO PAY RATIO DISCLOSURE
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our employees and the total annual compensation of Jeffrey W. Albers, our chief executive officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Ratio Disclosure
For 2021, our last completed fiscal year:
| ● | the total annual compensation of our median employee was $396,068, as determined in accordance with Item 402 of Regulation S-K; and |
| ● | the total annual compensation of our chief executive officer, as determined in accordance with Item 402 of Regulation S-K and reported in the “2021 Summary Compensation Table” included elsewhere in this proxy statement was $9,713,304. |
Based on this information, for 2021, the ratio of the total annual compensation of Mr. Albers, who served as our chief executive officer during 2021, to the total annual compensation of our median employee was approximately 25 to 1.
Methodology
To identify the median employee, as well as to determine the total annual compensation of our median employee and our chief executive officer, we took the following steps:
| ● | We determined that, as of December 31, 2021, our employee population consisted of 566 individuals (excluding the 11 employees of Lengo Therapeutics, Inc., which we acquired and which became our wholly-owned subsidiary on December 30, 2021). Our employee population consisted of all full-time, part-time and temporary employees as of such date, excluding our chief executive officer. |
| ● | To identify the “median employee” from our employee population, for each employee we compared the amount of salary paid as of December 31, 2021, the bonus earned for 2021, employer contributions under our 401(k) plan for our U.S. employees and employer contributions under any defined contribution plan, if any, for our non-U.S. employees and the grant date fair value of stock options and RSUs awarded in 2021 as reflected in our human resources, payroll and equity award systems. In identifying the median employee, we included employees in non-U.S. countries. For our non-U.S. employees, amounts were converted to U.S. dollars using the foreign exchange rates from for the period from January 1, 2021 through December 31, 2021 . We did not make any cost-of-living adjustments and did not annualize compensation. |
| ● | Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2021 in accordance with the requirements of Item 402 of Regulation S-K. As noted elsewhere in this proxy statement, we maintain a 401(k) plan that is intended to qualify under Section 401(k) of the Internal Revenue Code, and in general, all of our U.S. based employees, including our chief executive officer, are eligible to participate in the 401(k) plan. Effective January 1, 2021 we match 100% of an employee’s 401(k) contributions up to the first 2% of the employee’s compensation and 50% of an employee’s 401(k) contributions up to a maximum of 4% of the participant’s compensation, and any matching contributions are 100% vested immediately. Matching 401(k) contributions were included the median employee’s total annual compensation. |
DIRECTOR COMPENSATION
In March 2015, ourOur board of directors has adopted a non-employee director compensation policy, which became effective upon the closing of our initial public offering in May 2015. Prior to that time, we did not have a formal non-employee director compensation policy. The non-employee director compensation policy is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. Under our non-employee director compensation policy as it was in effect until June 2021, our non-employee directors were compensated as follows:
| ● | Each non-employee director received an annual cash fee of $40,000 ($72,500 for a non-executive chairman of the board of directors and $80,000 for the lead-independent director). |
| ● | Each non-employee director who is a member of the audit committee received an additional annual cash fee of $9,000 ($18,000 for the audit committee chairman). |
| ● | Each non-employee director who is a member of the compensation committee received an additional annual cash fee of $7,500 ($10,000 for the compensation committee chairman). |
| ● | Each non-employee director who is a member of the nominating and corporate governance committee received an additional annual cash fee of $5,000 ($10,000 for the nominating and corporate governance committee chairman). |
| ● | Members of the research and development committee received an additional annual cash fee of $5,000 ($10,000 for the nominating and corporate governance committee chairman). |
| ● | Each new non-employee director received an initial grant of a stock option to purchase 9,000 shares of common stock and 4,500 RSUs, each under the 2015 Plan, upon his or her initial election to our board of directors. |
| ● | Each continuing non-employee director received an annual grant of a stock option to purchase 4,500 shares of common stock and 2,250 RSUs, each under the 2015 Plan, on the date of the first meeting of our board of directors held after each annual meeting of our stockholders. |
In June 2021, upon the recommendation of our compensation committee, our board of directors amended the non-employee director compensation policy. Under the amended non-employee director compensation policy, our non-employee directors are compensated as follows:
| ·
● | | eachEach non-employee director will receive an annual cash fee of $35,000$50,000 ($65,00085,000 for thea non-executive chairman of the board of directors);
directors and $80,000 for the lead-independent director). |
| ·
● | | eachEach non-employee director who is a member of the audit committee will receive an additional annual cash fee of $7,500$10,000 ($15,00020,000 for the audit committee chairman);
. |
| ·
● | | eachEach non-employee director who is a member of the compensation committee will receive an additional annual cash fee of $5,000$10,000 ($10,00020,000 for the compensation committee chairman);
. |
| ·
● | | eachEach non-employee director who is a member of the nominating and corporate governance committee will receive an additional annual cash fee of $3,500$5,000 ($7,50010,000 for the nominating and corporate governance committee chairman);
. |
| ·
● | | each non-employee director who is a memberMembers of the research and development committee willno longer receive an additional annual cash fee of $5,000 ($10,000 for the research and development committee chairman);
fee. |
| ·
● | | eachEach new non-employee director will receive an initial grant of ana stock option under our 2015 Stock Option and Incentive Plan, or the 2015 Plan, to purchase 21,8187,000 shares of common stock and 3,400 RSUs, each under the 2015 Plan, upon his or her initial election to our board of directors; and
directors. |
| ·
● | | eachEach continuing non-employee director will receive an annual grant of ana stock option under our 2015 Plan to purchase 10,9094,500 shares of common stock and 2,250 RSUs, each under the 2015 Plan, on the date of the first meeting of our board of directors held after each annual meeting of our stockholders.
|
The stock options granted to our non-employee directors will have an exercise price equal to the fair market valueclosing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant and will expire ten years after the date of grant. The initial stock options granted to new non-employee directors will vest in equal monthly installments over a three-year period following the grant date, subject to such director’s continued service on the board of directors. The initial RSUs granted to new non-employee directors will vest in equal annual installments over a three-year period beginning on the one-year anniversary of the grant date, subject to such director’s continued service on the board of directors. The annual stock options and the annual RSUs granted to our non-employee directors will vest in full upon the earlier of the first anniversary of the date of grant or the date of the following annual meeting of stockholders, subject to such director’s continued service on the board of directors. Any initial stock options and annual stock optionsequity awards granted to each of our non-employee directors will automatically accelerate and become fully vested and exercisable upon the non-employee director’s death or disability or upon a sale event (as defined in the 2015 Plan). In addition, each non-employee director
has the right to elect to receive all or a portion of his or her annual cash compensation under the non-employee director compensation policy in the form of stock options to purchase our common stock. Any such election must be made before the start of our fiscal year. Any such stock options will vest quarterly over a one-year period, subject to the director’s continued service on the board of directors.
All cash fees will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. The amount of each payment will be prorated for any portion of a quarter that a non-employee director is not serving on our board of directors, based on the number of calendar days served by such non-employee director.
Each non-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and any committee on which he or she serves.
TableIn December 2020, our board of Contentsdirectors adopted stock ownership guidelines designed to ensure that our directors and senior executive officers are focused on both short- and long-term objectives and to better align their interests with other stockholders. See Other Compensation Policies and Practices – Stock Ownership Guidelines” for more information.
The following table sets forth a summary of the compensation for our non-employee directors during 2015.
2021.
| | | | | | | | | |
| | Fees Earned | | Option | | | | | |
| | or Paid | | Awards | | All Other | | | |
Name(1) | | in Cash ($)(2) | | ($)(3) | | Compensation ($) | | Total ($) | |
Alexis Borisy | | 28,532 | | — | | — | | 28,532 | |
George D. Demetri, M.D. | | 41,947 | | 167,163 | (4) | 19,444 | (5) | 228,554 | |
Mark Goldberg, M.D. (6) | | 23,250 | | 425,846 | (7) | — | | 449,096 | |
Nick Lydon, Ph.D. | | 47,809 | | — | | 16,250 | (8) | 64,059 | |
Daniel S. Lynch | | 56,949 | | — | | 25,000 | (9) | 81,949 | |
Charles A. Rowland, Jr. (10) | | 46,825 | | 139,559 | (11) | — | | 186,384 | |
Lonnel Coats (12) | | — | | — | | — | | — | |
Lynn Seely, M.D. (13) | | — | | — | | — | | — | |
| | | | | | | | | | |
| | Fees Earned | | Stock | | Option | | | | |
| | or Paid | | Awards | | Awards | | All Other | | |
Name (1) | | in Cash ($)(2) | | ($)(3) | | ($)(3) | | Compensation ($) | | Total ($) |
Daniella Beckman (4) | | — | | 335,648 | | 340,290 | | — | | 675,938 |
Alexis Borisy (5) | | 46,639 | | 196,043 | | 200,973 | | — | | 443,655 |
Lonnel Coats (6) | | 60,883 | | 196,043 | | 200,973 | | — | | 457,899 |
George D. Demetri, M.D. (7) | | 56,639 | | 196,043 | | 200,973 | | — | | 453,655 |
Mark Goldberg, M.D. (8) | | 55,967 | | 196,043 | | 200,973 | | — | | 452,982 |
Nicholas Lydon, Ph.D. (9) | | 55,000 | | 196,043 | | 200,973 | | 20,000 | (10) | 472,016 |
Daniel S. Lynch (11) | | 58,819 | | — | | 68,711 | (12) | 29,167 | (13) | 156,697 |
Charles A. Rowland, Jr. (14) | | 70,253 | | 196,043 | | 200,973 | | — | | 467,268 |
Lynn Seely, M.D. (15) | | 68,069 | | 196,043 | | 200,973 | | — | | 465,085 |
| (1) | (1)
| | Mr. Albers, our executive chairman, and Ms. Haviland, our president and chief executive officer, doesdo not receive any compensation for histheir service as a director. David Schenkein, M.D. was a member of our board of directors until his voluntary resignationdirectors. Information regarding Mr. Albers and Ms. Haviland’s compensation can be found in February 2015, and Thilo Schroeder, Ph.D. and Stephen C. Knight, M.D. were members of our board of directors until their voluntary resignations from our board of directorsthe “2021 Summary Compensation Table” included elsewhere in April 2015 in connection with our initial public offering. Drs. Schenkein, Schroeder and Knight did not earn any compensation for their services as members of our board of directors in 2015. this proxy statement. |
| (2) | (2)
| | Amounts represent cash compensation for services rendered by each member of our board of directors for their services on our board of directors or a committee thereof. |
| (3) | (3)
| | These amounts represent the aggregate grant date fair value of awards granted to our directors in 2015,2021, computed in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. See Note 912 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 20152021 regarding assumptions underlying the valuation of equity awards. |
| (4) | (4)
| | Ms. Beckman became a member of our board of directors in December 2021 and received initial director grants in accordance with the terms of our non-employee director compensation policy. As of December 31, 2015,2021, Ms. Beckman held options to purchase 7,000 shares of our common stock and 3,400 restricted stock units. |
| (5) | As of December 31, 2021, Mr. Borisy held options to purchase 21,375 shares of our common stock and 2,250 restricted stock units. |
| (6) | As of December 31, 2021, Mr. Coats held options to purchase 55,011 shares of our common stock and 2,250 restricted stock units. |
| (7) | As of December 31, 2021, Dr. Demetri held options to purchase 35,45378,646 shares of our common stock.stock and 2,250 restricted stock units. |
| (8) | (5)
| | Amount represents payments for services rendered as an advisor during the three months ended March 31, 2015 pursuant to an advisory agreement.
|
| (6)
| | Dr. Goldberg was elected to our board of directors in June 2015.
|
| (7)
| | As of December 31, 2015,2021, Dr. Goldberg held options to purchase 21,81832,284 shares of our common stock. stock and 2,250 restricted stock units. |
| (9) | (8)
As of December 31, 2021, Dr. Lydon held options to purchase 43,193 shares of our common stock and 2,250 restricted stock units. |
| (10) | | Amount represents paymentscash compensation for services rendered by Dr. Lydon as a consultant during the three months ended March 31, 2015 pursuant to a consulting agreement. member of our scientific advisory board. |
| (11) | (9)
| | Amount represents payments for services rendered as a director and a consultant during the three months ended March 31, 2015 pursuant to a consulting agreement.
|
| (10)
| | Mr. Rowland was elected toLynch’s tenure on our board of directors ended in March 2015. |
| (11)
| | June 2021. As of December 31, 2015,2021, Mr. Lynch held options to purchase 38,693 shares of our common stock and no restricted stock units. |
| (12) | Represents the incremental fair value, calculated in accordance with FASB ASC Topic 718, related to the amendment to Mr. Lynch’s options to extend the post-termination exercise period for such options to one year following the end of his consulting service relationship with the company instead of one year following the end of his tenure on our board of directors. |
| (13) | Amount represents cash compensation for services rendered by Mr. Lynch for consulting services provided after Mr. Lynch’s tenure on our board of directors ended. |
| (14) | As of December 31, 2021, Mr. Rowland held options to purchase 21,81832,284 shares of our common stock.stock and 2,250 restricted stock units. |
| (15) | (12)
| | Mr. Coats was elected to our boardAs of directors in February 2016.
|
| (13)
| | December 31, 2021, Dr. Seely was electedheld options to purchase 65,011 shares of our board of directors in April 2016. common stock and 2,250 restricted stock units. |
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2015.2021. As of December 31, 2015,2021, we had threefour equity compensation plans, each of which was approved by our stockholders:plans: the 2011 Plan, the 2015 Plan, the 2015 Employee Stock OptionPurchase Plan, or 2015 ESPP, and Grant Plan, as amended, orthe 2020 Plan. Each of the 2011 Plan, the 2015 Plan and the 2015 Employee Stock Purchase Plan, or 2015 ESPP.ESPP was approved by our stockholders.
Equity Compensation Plan Information
| | | | | | | | | |
| | Number of | | | | | Number of securities | | |
| | securities to be | | | | | remaining available for | | |
| | issued upon | | | | | future issuance under | | |
| | exercise of | | Weighted average | | equity compensation | | |
| | outstanding | | exercise price of | | plans (excluding | | |
| | options, warrants | | outstanding options, | | securities reflected in | | | | | | | | | |
Plan Category | | and rights | | warrants and rights | | column (a)) (1) | | | Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights | | Weighted average
exercise price of
outstanding options,
warrants and rights (1) | | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) (2) | |
| | (a) | | | (b) | | (c) | | |
| | | (a) | | (b) | | (c) | |
Equity compensation plans approved by security holders | | 1,802,802 | | $ | 5.88 | | 1,683,064 | | (3) | 6,603,617 | (4) | $ | 67.33 | | 5,681,767 | (5) |
Equity compensation plans not approved by security holders | | — | | | — | | — | | (6) | 668,565 | | | 92.77 | | 288,982 | |
Total | | 1,802,802 | | $ | 5.88 | | 1,683,064 | (2) | | 7,272,182 | | $ | 69.37 | | 5,970,749 | |
| (1) | (1)
The weighted average exercise price is calculated based solely on outstanding stock options. |
| (2) | | As of December 31, 2015,2021, (i) 1,439,7173,044,717 shares remained available for future issuance under our 2015 Plan, and (ii) 243,3472,637,050 shares remained available for future issuance under our 2015 ESPP. NoESPP, and (iii) 288,982 shares remained available for future issuance under our 2020 Plan. |
| (3) | Consists of the 2011 Plan, asthe 2015 Plan and the 2015 ESPP. |
| (4) | Amount does not include any purchase rights accruing under the 2015 ESPP during the current purchase period, which commenced on December 1, 2021, because the purchase right (and therefore the number of December 31, 2015.shares to be purchased) will not be determined until the end of the purchase period on May 30, 2022. Subject to the number of shares remaining in the share reserve, the maximum number of shares purchasable by any participant in the 2015 ESPP on any one purchase date for any purchase period, including the current purchase period, may not exceed 2,500 shares. |
| (5) | (2)
| | Our 2015 Plan has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2015 Plan to be added on the first day of each fiscal year in an amount equal to 4% of the number of shares of our common stock outstanding on the immediately preceding December 31 or such lesser amount determined by our board of directors or the compensation committee of our board of directors.committee. Effective January 1, 2022, 2,365,643 additional shares were reserved for issuance under the 2015 Plan pursuant to this provision. Our 2015 ESPP has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2015 ESPP to be added on the first day of each fiscal year in an amount equal to 1% of the total number of shares of our common stock outstanding on the immediately preceding December 31 or such lesser amount determined by our board of directors or the compensation committeecommittee. Effective January 1, 2022, 591,410 additional shares were reserved for issuance under the 2015 ESPP pursuant to this provision. The increases from January 1, 2022 have not been included in the table. |
| (6) | Consists of our board of directors.the 2020 Plan. |
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Our audit committee has reviewed our audited consolidated financial statements for the fiscal year ended December 31, 20152021 and discussed them with our management and our independent registered public accounting firm, Ernst & Young LLP.
Our audit committee has also received from, and discussed with, Ernst & Young LLP various communications that Ernst & Young LLP is required to provide to our audit committee, including the matters required to be discussed by the statement on Auditing Standards No. 16,1301, “Communication with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.
In addition, Ernst & Young LLP provided our audit committee with the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence and has discussed with the Company’scompany’s independent registered public accounting firm their independence.
Based on the review and discussions referred to above, our audit committee recommended to our board of directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2015.2021.
This report of the audit committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
By the audit committee of the board of directors of Blueprint Medicines Corporation.
| |
| Charles A. Rowland, Jr., Chair |
| Daniella Beckman Lonnel Coats |
| Mark Goldberg, M.D. |
MATTERS TO BE VOTED ON
Proposal 1: ElectionPROPOSAL 2— NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of Directors our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Act, which added Section 14A to the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our executive compensation program is designed to reward value creation for stockholders and to attract, motivate, and retain our executive officers, who are critical to our success. Under this program, our named executive officers are rewarded for the achievement of our short- and long-term strategic and financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders. Our compensation program contains elements of cash and equity-based compensation and is designed to align the interests of our executives with those of our stockholders and paying for performance.
Our certificateThe section of incorporation providesthis proxy statement titled “Executive Compensation” beginning on page 20, including “Compensation Discussion and Analysis,” describes in detail our executive compensation program and the decisions made by our compensation committee. As we describe in greater detail in the “Compensation Discussion and Analysis” section, our executive compensation program rewards value creation for stockholders and progress towards achieving our mission and that promotes company performance. At the same time, we believe our program does not encourage excessive risk-taking by management. While we do not have a classified boardformal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of directors. This meansnon-cash compensation, we generally strive to provide our named executive officers with a mix of short-term and long-term performance-based incentives to encourage consistently strong performance, and our board of directors is divided into three classes, with each class having as nearly as possible an equal numberbelieves that this link between compensation and the achievement of directors. The term of service of each class of directors is staggered so that the term of one class expires at each annual meeting of the stockholders.
our near- and long-term business goals has helped drive our performance over time.
Our board of directors currently consistsis asking stockholders to approve a non-binding, advisory vote on the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of nine members, divided into three classes as follows:Regulation S-K, including the “Compensation Discussion and Analysis,” compensation tables and narrative discussion, is hereby approved.
| ·
| | Class I is comprised of Jeffrey W. Albers, Mark Goldberg, M.D. and Nicholas Lydon, Ph.D., each with a term ending at this annual meeting of stockholders;
|
| ·
| | Class II is comprised of Alexis Borisy, Charles A. Rowland, Jr. and Lonnel Coats, each with a term ending atAs an advisory vote, the outcome of the vote on this proposal is not binding and does not overrule any decision by the company or the 2017 annual meeting of stockholders; and
|
| ·
| | Class III is comprised of Daniel S. Lynch, George D. Demetri, M.D. and Lynn Seely, M.D., each with a term ending at the 2018 annual meeting of stockholders.
|
At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring. Our board of directors on(or any committee thereof), create or imply any change to the recommendation of our nominating and corporate governance committee, has nominated Jeffrey W. Albers, Mark Goldberg, M.D. and Nicholas Lydon, Ph.D. for re-election as Class I directors, each with a term ending at the 2019 annual meeting of stockholders.
Unless otherwise instructed in the proxy, all proxies will be voted “FOR” the election of allfiduciary duties of the Class I nominees identified abovecompany or the board of directors (or any committee thereof), or create or imply any additional fiduciary duties for the company or the board of directors (or any committee thereof). However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and intend to a three-year term ending atconsider carefully the 2019 annual meeting of stockholders, each such nominee to hold office until his successor has been duly elected and qualified. Eachoutcome of the nominees has indicated a willingness to continue to serve as director, if elected. In the event that any nominee should be unable to serve, discretionary authority is reservedvote when making future compensation decisions for the named proxy holders to vote for a substitute, or to reduce the number of directors to be elected, or both. We do not expect that anyexecutive officers.
Recommendation of the nominees will be unable to serve if elected.Board of Directors
A plurality of the combined voting power of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to elect each nominee as a director.
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS BY VOTING “FOR” THE ELECTION OF Jeffrey W. Albers, Mark Goldberg, M.D. and Nicholas Lydon, Ph.D. TO SERVE AS CLASS I DIRECTORS.THIS PROPOSAL.
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has appointed the firm of Ernst & Young LLP, an independent registered public accounting firm, as independent auditors for the fiscal year ending December 31, 2016.2022. Although stockholder approval of our audit committee’s appointment of Ernst & Young LLP is not required by law, our board of directors believes that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of Ernst & Young LLP.
Ernst & Young LLP has no direct or indirect material financial interest in our company or our subsidiaries. Representatives of Ernst & Young LLP are expected to be present at the annual meeting online and will have the opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from our stockholders.
Audit Fees and Services
Ernst & Young LLP was our independent registered public accounting firm for the years ended December 31, 20152021 and December 31, 2014.2020. The following table summarizes the fees of Ernst & Young LLP billed to us for each of the last two fiscal years.
All such accountant services and fees were pre-approved by our audit committee in accordance with the “Pre-Approval Policies and Procedures” described below.
| | | | | | | | |
| | | Year Ended December 31, |
Fee Category | | 2015 | | 2014 | | | 2021 | | 2020 |
Audit Fees (1) | | $ | 435,301 | | $ | 714,270 | | | $ | 1,339,800 | | $ | 1,334,492 |
Audit-Related Fees (2) | | | — | | | — | | | | — | | | — |
Tax Fees (3) | | | 26,500 | | | 10,000 | | | | 427,445 | | | 327,087 |
All Other Fees (4) | | | 1,995 | | | — | | | | — | | | — |
Total Fees | | $ | 463,796 | | $ | 724,270 | | | $ | 1,767,245 | | $ | 1,661,579 |
| (1) | (1)
| | “Audit Fees” consist of fees for the audit of our annual financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q our initial public offering which closed in May 2015 and other professional services provided in connection with regulatory filings or engagements. |
| (2) | (2)
| | “Audit-Related Fees” consist of fees billed by Ernst & Young LLP for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. There were no such fees incurred in 20152021 or 2014. 2020. |
| (3) | (3)
| | “Tax Fees” consist of fees for professional services, including tax consulting and compliance performed by Ernst & Young LLP. |
| (4) | (4)
| | “All Other Fees” consist of database subscription fees paid to Ernst & Young LLP. There were no such fees incurred in 2014. |
All such accountant services and fees were pre-approved by our audit committee in accordance with the “Pre-Approval Policies and Procedures” described below.
Pre-Approval Policies and Procedures
Our audit committee has adopted procedures requiring the pre-approval of all non-audit services performed by our independent registered public accounting firm in order to assure that these services do not impair the auditor’s independence. These procedures generally approve the performance of specific services subject to a cost limit for all such services. This general approval is to be reviewed, and if necessary modified, at least annually. Management must obtain the specific prior approval of the audit committee for each engagement of the independent registered public accounting firm to perform other audit-related or other non-audit services. The audit committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.management, and the audit committee has approved 100% of the services from Ernst & Young LLP.
The standard applied by the audit committee in determining whether to grant approval of any type of non-audit service, or of any specific engagement to perform a non-audit service, is whether the services to be performed, the compensation to be paid therefore and other related factors are consistent with the independent registered public accounting firm’s independence under guidelines of the SEC and applicable professional standards. Relevant considerations include whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of our financial statements, whether the independent registered public accounting firm would be functioning in the
role of management or in an advocacy role, whether the independent registered public accounting firm’s performance of the service would enhance our ability to manage or control risk or improve audit quality, whether such performance would increase efficiency because of the independent registered public accounting firm’s familiarity with our business, personnel, culture, systems, risk profile and other factors, and whether the amount of fees involved, or the non-audit services portion of the total fees payable to the independent registered public accounting firm in the period would tend to reduce the independent registered public accounting firm’s ability to exercise independent judgment in performing the audit.
Recommendation of the Board of Directors
OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.
2022.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Policies and Procedures for Related Person Transactions
Our board of directors has adopted a written related person transaction policy to set forth policies and procedures for the review and approval or ratification of related person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant and any director or executive officer, director nominee, holder of 5% or more of any class of our voting securities or any member of the immediate family of or entities affiliated with any of the foregoing had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. Any such transaction must be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances. We did not have any related party transactions in 2021.
STOCK OWNERSHIP AND REPORTING
Security Ownership of Certain Beneficial Owners and Management
Unless otherwise provided below, the following table sets forth information regarding beneficial ownership of our common stock as of March 31, 20162022 by:
| ·
● | | each person, or group of affiliated persons, known to us to be the beneficial owner of 5% or more of the outstanding shares of our common stock; |
| ·
● | | each of our current directors; |
| ·
| | our principalnamed executive officer and our two other executive officers who served during the year ended December 31, 2015 namedlisted in the Summary Compensation table above, whom we collectively refer to as our named executive officers;above; and
|
| ·
● | | all of our executive officers and directors as a group. |
Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options or restricted stock unit awardsoptions that are currently exercisable or will become exercisable within 60 days after March 31, 20162022 or RSUs vesting within 60 days after March 31, 2022 are considered outstanding and beneficially owned by the person holding the options or restricted stock unitsoptions for the purpose of calculating the percentage ownership of that person, but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, to our knowledge, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to applicable community property laws. The inclusion herein of any shares as beneficially owned does not constitute an admission of beneficial ownership.
The column entitled “Percentage of Shares Beneficially Owned” is based on a total of 27,231,723 shares of our common stock outstanding as of March 31, 2016.2022. Except as otherwise set forth below, the address of the beneficial owner is c/o Blueprint Medicines Corporation, 3845 Sidney Street, Suite 200, Cambridge, Massachusetts 02139. Beneficial ownership representing less than one percent of our outstanding common stock is denoted with an “*.”
| | | | | |
| | Number of | | Percentage of | |
| | shares | | Shares | |
| | beneficially | | Beneficially | |
Name and address of beneficial owner | | owned | | Owned | |
5% stockholders | | | | | |
Entities affiliated with Third Rock Ventures II, L.P. (1) | | 6,653,753 | | 24.43 | % |
Entities affiliated with Fidelity Management & Research (2) | | 3,517,868 | | 12.92 | % |
Entities affiliated with Biotechnology Value Fund, L.P. (3) | | 2,278,459 | | 8.37 | % |
| | | | | |
Named executive officers and directors | | | | | |
Jeffrey W. Albers (4) | | 288,659 | | 1.05 | % |
Anthony L. Boral (5) | | 35,166 | | * | |
Alexis Borisy (6) | | 26,742 | | * | |
Lonnel Coats (7) | | 1,818 | | * | |
George D. Demetri (8) | | 40,300 | | * | |
Mark Goldberg (9) | | 6,666 | | * | |
Christoph Lengauer (10) | | 113,880 | | * | |
Nicholas Lydon (11) | | 272,727 | | 1.00 | % |
Daniel S. Lynch (12) | | 275,244 | | 1.01 | % |
Charles A. Rowland, Jr. (13) | | 8,484 | | * | |
Lynn Seely, M.D. | | — | | * | |
All executive officers and directors as a group (13 persons) (14) | | 1,081,863 | | 3.93 | % |
| | | | |
Name and address of beneficial owner | | Number of
shares
beneficially
owned | | Percentage of
shares
beneficially
owned |
5% stockholders | | | | |
Entities affiliated with the Vanguard Group (1) | | 5,533,771 | | 9.29% |
Entities affiliated with BlackRock, Inc. (2) | | 5,336,874 | | 8.96% |
T. Rowe Price Associates, Inc. (3) | | 4,550,539 | | 7.64% |
Entities affiliated with Wellington Management Group LLP (4) | | 3,447,325 | | 5.84% |
Named executive officers and directors | | | | |
Jeffrey W. Albers (5) | | 816,966 | | 1.35% |
Daniella Beckman (6) | | 972 | | * |
Alexis Borisy (7) | | 81,343 | | * |
Percy Carter, Ph.D. (8) | | 729 | | * |
Lonnel Coats (9) | | 54,073 | | * |
George D. Demetri. M.D. (10) | | 77,708 | | * |
Mark Goldberg, M.D. (11) | | 36,346 | | * |
Kathryn Haviland (12) | | 103,276 | | * |
Michael Landsittel (13) | | 130,992 | | * |
Nicholas Lydon, Ph.D. (14) | | 76,118 | | * |
Fouad Namouni, M.D. (15) | | 41,701 | | * |
Charles A. Rowland, Jr. (16) | | 31,346 | | * |
Lynn Seely, M.D. (17) | | 64,073 | | * |
All executive officers and directors as a group (19 persons) (18) | | 2,098,627 | | 3.42% |
| (1) | (1)
| | Based solely on a scheduleSchedule 13G/A filed with the SEC on February 9, 2022 by entities affiliated with the Vanguard Group, or Vanguard. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. |
| (2) | Based solely on a Schedule 13G/A filed with the SEC on February 3, 2022 by BlackRock Inc., or BlackRock. The address for BlackRock is 55 East 52nd Street, New York, NY 10055. |
| (3) | Based solely on a Schedule 13G/A filed with the SEC on February 14, 2022 by T. Rowe Price Associates, Inc., or T Rowe Price. The address for T Rowe Price is 100 E. Pratt Street, Baltimore, MD 21202. |
| (4) | Based solely on a Schedule 13G filed with the SEC on February 20, 20164, 2022 by Third Rock Ventures II, L.P. (“TRV LP”). TRV LP directly owns 6,653,753 shares of common stock. Each of Third Rock Ventures II GP, LP (“TRV GP”), the general partner of TRV LP, and Third Rock Ventures GP, LLC (“TRV LLC”), the general partner of TRV GP, and Mark Levin, Kevin Starr and Robert Tepper, the managers of TRV LLC, may be deemed to share voting and investment power over the shares held of record by TRV LP.Wellington Management Group LLP, Wellington. The address for TRV LP, TRV GP, TRV LLC and Messrs. Levin, Starr and TepperWellington is c/o Third Rock Ventures, LLC, 29 Newbury280 Congress Street, 3rd Floor, Boston, MA 02116.02210. |
| (5) | (2)
| | Based solely on a schedule 13G/A filed with the SEC on February 12, 2016 by Fidelity Management and Research LLC (“FMR LLC”). Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.
|
| (3)
| | Based solely upon a schedule 13G/A filed with the SEC on February 16, 2016 by Biotechnology Value Fund, L.P. (“BVF”). As of December 31, 2015, BVF beneficially owned 1,110,023 shares of common stock, Biotechnology Value Fund II, L.P. (“BVF II”) beneficially owned 606,454 shares of common stock and Biotechnology Value Trading Fund OS LP (“Trading Fund OS”) beneficially owned 129,448 shares of common stock, BVF Partners OS Ltd. (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own 129,448 shares of common stock beneficially owned by Trading Fund OS, BVF Partners L.P. (“Partners”), as the general partner of BVF, BVF II, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own 2,278,459 shares of common stock beneficially owned in the aggregate by BVF, BVF II, Trading Fund OS, and certain Partners management accounts (the “Partners Management Accounts”), including 432,534 shares of common stock held in the Partners Management Accounts, BVF Inc. (“BVF, Inc.”), as the general partner of Partners, may be deemed to beneficially own 2,278,459 shares of common stock beneficially owned by Partners and Mark N. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own 2,278,459 shares of common stock beneficially owned by BVF, Inc. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares beneficially owned by BVF, BVF II, Trading Fund OS and the Partners Management Accounts. The address for BVF, BVF II, Partners, BVF Inc. and Mr. Lampert is 1 Sansome Street, 30th Floor, San Francisco, CA 94104. The address for Trading Fund OS and Partners OS is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
|
| (4)
| | Consists of (i) 126,486115,806 shares of common stock and (ii) 162,173 options to purchase700,260 shares of common stock that areunderlying options exercisable asand restricted stock units vesting within 60 days of March 31, 2016 or will become exercisable within 60 days after such date. 2021. |
| (6) | (5)
| | Consists of 35,166 options to purchaseRepresents 972 shares of common stock that areunderlying options exercisable asand restricted stock units vesting within 60 days of March 31, 2016 or will become exercisable within 60 days after such date.
2021. |
| (7) | (6)
| | Consists of 26,742 shares of common stock.
|
| (7)
| | Consists of 1,818 options to purchase shares of common stock that are exercisable as of March 31, 2016 or will become exercisable within 60 days after such date.
|
| (8)
| | Consists of (i) 18,18164,468 shares of common stock and (ii) 22,119 options to purchase16,875 shares of common stock that areunderlying options exercisable asand restricted stock units vesting within 60 days of March 31, 2016 or will become exercisable within 60 days after such date. 2021. |
| (8) | (9)
| | Consists of 6,666 options to purchaseRepresents 729 shares of common stock that areunderlying options exercisable asand restricted stock units vesting within 60 days of March 31, 2016 or will become exercisable within 60 days after such date.
2021. |
| (9) | (10)
| | Consists of (i) 91,3823,562 shares of common stock and (ii) 22,498 options to purchase50,511 shares of common stock that areunderlying options exercisable asand restricted stock units vesting within 60 days of March 31, 2016 or will become exercisable within 60 days after such date. 2021. |
| (10) | (11)
| | Consists of 272,727 shares of common stock.
|
| (12)
| | Consists of 275,244 shares of common stock.
|
| (13)
| | Consists of 8,484 options to purchase shares of common stock that are exercisable as of March 31, 2016 or will become exercisable within 60 days after such date.
|
| (14)
| | Consists of (i) 810,7623,562 shares of common stock and (ii) 271,101 options to purchase74,146 shares of common stock that areunderlying options exercisable asand restricted stock units vesting within 60 days of March 31, 2016 or will become2021. |
| (11) | Consists of (i) 8,562 shares of common stock and (ii) 27,784 shares of common stock underlying options exercisable and restricted stock units vesting within 60 days after such date.of March 31, 2021. |
| (12) | Consists of (i) 11,565 shares of common stock and (ii) 91,711 shares of common stock underlying options exercisable and restricted stock units vesting within 60 days of March 31, 2021. |
| (13) | Consists of (i) 9,173 shares of common stock and (ii) 121,819 shares of common stock underlying options exercisable and restricted stock units vesting within 60 days of March 31, 2021. |
| (14) | Consists of (i) 37,425 shares of common stock and (ii) 38,693 shares of common stock underlying options exercisable and restricted stock units vesting within 60 days of March 31, 2021. |
| (15) | Consists of (i) 7,103 shares of common stock and (ii) 34,598 shares of common stock underlying options exercisable and restricted stock units vesting within 60 days of March 31, 2021. |
| (16) | Consists of (i) 3,562 shares of common stock and (ii) 27,784 shares of common stock underlying options exercisable and restricted stock units vesting within 60 days of March 31, 2021. |
| (17) | Consists of (i) 3,562 shares of common stock and (ii) 60,511 shares of common stock underlying options exercisable and restricted stock units vesting within 60 days of March 31, 2021. |
| (18) | Consists of (i) 306,858 shares of common stock and (ii) 1,791,769 shares of common stock underlying options exercisable and restricted stock units vesting within 60 days of March 31, 2021. |
Delinquent Section 16(a) Beneficial Ownership Reporting Compliance
Reports
Section 16(a) of the Exchange Act requires our directors and officers and holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Directors and officers and holders of 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of our records and representations made by our directors and officers regarding their filing obligations, all Section 16(a) filing requirements were satisfied with respect to 2015 with2021 except that Dr. Hewes and Ms. Rossi each had one late Form 4 transactiondue to an administrative oversight.
STOCKHOLDER PROPOSALS
Stockholder Proposals Included in Proxy Statement
In order to be considered for inclusion in our proxy statement and proxy card relating to our annual meeting of stockholders to be held in 2023, stockholder proposals must be received by us no later than December 30, 2022, which is 120 days prior to the exceptionfirst anniversary of the mailing date of this proxy, unless the date of the 2023 annual meeting of stockholders is changed by more than 30 days from the anniversary of our 2022 annual meeting, in which case, the deadline for such proposals will be a reasonable time before we begin to print and send our proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy card in accordance with regulations governing the solicitation of proxies.
Stockholder Proposals Not Included in Proxy Statement
In addition, our amended and restated bylaws, or bylaws, establish an advance notice procedure for nominations for election to our board of directors and other matters that stockholders wish to present for action at an annual meeting other than those to be included in our proxy statement. In general, we must receive other proposals of stockholders (including director nominations) intended to be presented at the 2022 annual meeting of stockholders but not included in the proxy statement by March 23, 2023, but not before February 21, 2023, which is not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. However, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be received no earlier than the close of business 120 days prior to such annual meeting and no later than the close of business on the later of 90 days prior to such annual meeting and 10 days following inadvertent late filings: (i) Form 3 filings filedthe day on April 30, 2015 to report initial statementswhich notice of beneficial ownership for eachthe date of Charles A. Rowland, Jr., Nicholas Lydon, Ph.D., Kyle D. Kuvalanka, Daniel S. Lynch, Christoph Lengauer, Ph.D., Alexis Borisy, George D. Demetri, M.D., Jeffrey W. Albers and Anthony L. Boral; (ii) a Form 4 filing filed on May 12, 2015 to report the conversion of all shares of convertible preferred stock into common stock held by Third Rock Ventures II, L.P.; (iii) a Form 4 filing filed on December 2, 2015 to report the acquisition of shares of common stock by Alexis Borisy from a distribution of shares in kind by Third Rock Ventures GP II, L.P. to its partners and (iv) a Form 4 filing filed on December 2, 2015 to report the acquisition of shares of common stock by Daniel S. Lynch from a distribution of shares in kind by Third Rock Ventures GP II, L.P. to its partners.
such annual meeting was mailed or public announcement of the date of such annual meeting was first made. If the stockholder fails to give notice by these dates, then the persons named as proxies in the proxies solicited by the board of directors for the 2023 annual meeting of stockholders may exercise discretionary voting power regarding any such proposal. Stockholders are advised to review our bylaws which also specify requirements as to the form and content of a stockholder’s notice.
Any proposals, notices or information about proposed director candidates should be sent to Blueprint Medicines Corporation, Attention: Nominating and Corporate Governance Committee c/o Chief Legal Officer and Secretary, 45 Sidney Street, Cambridge, Massachusetts 02139.
STOCKHOLDERS SHARING THE SAME ADDRESS
Some banks, brokerage firms and other nominee record holders may be “householding” our proxy materials. This means a single notice and, if applicable, the proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of the notice and, if applicable, the proxy materials and our 2021 annual report to stockholders, which consists of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, to you if you contact us at Blueprint Medicines Corporation, 45 Sidney Street, Cambridge, Massachusetts 02139, Attn: Investor Relations, telephone: (617) 714-6674, e-mail: ir@blueprintmedicines.com. If you would like to receive separate copies of our proxy materials and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address, telephone number or e-mail.
OTHER MATTERS
As of the date of this proxy statement, we know of no matter not specifically referred to above as to which any action is expected to be taken at the annual meeting. The persons named as proxies will vote the proxies, insofar as they are not otherwise instructed, regarding such other matters and the transaction of such other business as may be properly brought before the meeting, as seems to them to be in the best interest of our company and our stockholders.
Stockholder Proposals for our 2017 Annual Meeting
Stockholder Proposals Included in Proxy Statement
In order to be considered for inclusion in our proxy statement and proxy card relating to our 2017 annual meeting of stockholders, stockholder proposals must be received by us no later than December 29, 2016, which is 120 days prior to the first anniversary of the mailing date of this proxy, unless the date of the 2017 annual meeting of stockholders is changed by more than 30 days from the anniversary of our 2016 annual meeting, in which case, the deadline for such proposals will be a reasonable time before we begin to print and send our proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy card in accordance with regulations governing the solicitation of proxies.
Stockholder Proposals Not Included in Proxy Statement
In addition, our amended and restated bylaws, or bylaws, establish an advance notice procedure for nominations for election to our board of directors and other matters that stockholders wish to present for action at an annual meeting other than those to be included in our proxy statement. In general, we must receive other proposals of stockholders (including director nominations) intended to be presented at the 2017 annual meeting of stockholders but not included in the proxy statement by March 23, 2017, but not before February 21, 2017, which is not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. However, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be received not earlier than the close of business 120 calendar days prior to such annual meeting and no later than the close of business on the later of 90 days prior to such annual meeting and 10 days following the day on which notice of the date of such annual meeting was mailed or public announcement of the date of such annual meeting was first made. If the stockholder fails to give notice by these dates, then the persons named as proxies in the proxies solicited by the board of directors for the 2017 annual meeting of stockholders may exercise discretionary voting power regarding any such proposal. Stockholders are advised to review our bylaws which also specify requirements as to the form and content of a stockholder’s notice.
Any proposals, notices or information about proposed director candidates should be sent to Blueprint Medicines Corporation, Attention: Nominating and Corporate Governance Committee, 38 Sidney Street, Suite 200, Cambridge, Massachusetts 02139.
Householding of Annual Meeting Materials
Some banks, brokerage firms and other nominee record holders may be “householding” our proxy materials. This means a single notice and, if applicable, the proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of the notice and, if applicable, the proxy materials and our 2015 annual report to stockholders, which consists of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, to you if you contact us at Blueprint Medicines Corporation, 38 Sidney Street, Suite 200, Cambridge, Massachusetts 02139, Attn: Investor Relations, telephone: (617) 714-6674, e-mail: ir@blueprintmedicines.com. If you would like to receive separate copies of our proxy materials and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address, telephone number or e-mail.
| |
 
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0000570012_1 R1.0.0.24 For Withhold For All All All Except The Board of Directors recommends you vote FOR the director nominees in Proposal 1. 1. Election of Directors Nominees 01) Jeffrey W. Albers 02) Mark Goldberg, M.D. 03) Nicholas Lydon, Ph.D. BLUEPRINT MEDICINES CORPORATION ATTN:NOMINATING AND CORPORATE GOVERNANCE COMMITTEE 38 TRACEY L. MCCAIN 45 SIDNEY STREET SUITE 200 CAMBRIDGE, MA 02139 VOTE BY INTERNET - www.proxyvote.comUsewww.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on June 20, 2022, the day before the cut-off date or meeting date.Annual Meeting. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like During The Meeting - Go to reducewww.virtualshareholdermeeting.com/BPMC2022 You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years. the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time on June 20, 2022, the day before the cut-off date or meeting date.Annual Meeting. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION The Board of Directors recommends you vote FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYproposals 2 and 3. For Against Abstain 2. To approve an advisory vote on named executive officer compensation. 3. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. NOTE: The proxies are authorized to vote, in their discretion, upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 0000570012_2 R1.0.0.24 |
| |
 
| 0000570012_2 R1.0.0.24 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report is/ are available at www.proxyvote.com BLUEPRINT MEDICINES CORPORATION Annual Meeting of Stockholders June 21, 20162022 3:0030 PM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Jeffrey W. Albers, Kathryn Haviland, Tracey L. McCain and Michael Landsittel, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizesauthorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of BLUEPRINT MEDICINES CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of stockholder(s)Stockholders to be held at 3:0030 PM, EDTEastern Daylight Time, on June 21, 2016,2022, via a live webcast at the offices of Goodwin Procter LLP, 53 State Street, Boston, Massachusetts,www.virtualshareholdermeeting.com/BPMC2022, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse sideside4 |
