UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 THESEUS PHARMACEUTICALS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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26, 2023
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9, 2023
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| /s/ Timothy P. Clackson | ||||
| Timothy P. Clackson, Ph.D. President and Chief Executive Officer | | | | |
| | You are cordially invited to attend the virtual meeting. Whether or not you expect to attend the virtual meeting, please vote as soon as possible. We encourage you to vote via the internet. For further details, see “Questions and Answers about This Proxy Material and Voting.” | | |
9, 2023 9, 2023.
314 Main Street
Cambridge, Massachusetts 0214220222023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 202220222023 Annual Meeting of Stockholders (the “Annual Meeting”) of Theseus Pharmaceuticals, Inc. (sometimes referred to as “we,” “us,” the “Company” or “Theseus”), which will be held virtually on Friday, June 10, 2022,9, 2023, at 10:00 a.m. (Eastern Daylight Time) via live webcast by visiting www.virtualshareholdermeeting.com/THRX2022 THRX2023in advance of the meeting. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.20212022 (our “2021“2022 Annual Report”) are available for viewing, printing and downloading at http://materials.proxyvote.comwww.proxyvote.com. On or around April 25, 2022,26, 2023, we intend to mail to our stockholders the Notice Regarding Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review this Proxy Statement and our 20212022 Annual Report. The Notice also instructs you how you may submit your proxy over the internet or via telephone and how to vote online at the Annual Meeting. If you received a Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.20212022 Annual Report, which includes our financial statements for the fiscal year ended December 31, 2021,2022, on the website of the Securities and Exchange Commission, at www.sec.gov, or in the “SEC Filings” section of the “Investors & Media” section of our website located at www.theseusrx.com. You may also obtain a printed copy of our 20212022 Annual Report, including our financial statements, free of charge, from us by sending a written request to Attention: Corporate Secretary, Theseus Pharmaceuticals, Inc., 314 Main Street, Cambridge, Massachusetts 02142. Exhibits will be provided upon written request and payment of an appropriate processing fee.
STOCKHOLDER MEETING TO BE HELD ON JUNE 10, 2022.
This Proxy Statement and the 20212022 Annual Report are available on-line at www.proxyvote.com.
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PROPOSAL 1 – | |||||||
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Appendix A | | | | | A-1 | | |
13, 2023.
in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.
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Annual Meeting and the validity of proxies and ballots,
binding.
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How will my shares be voted if I mark “Abstain” on my proxy card or when voting on the internet or via telephone?
Abstentions are not relevant to Proposal 1. Abstentions will have no effect on Proposal 2. Abstentions will have the effect of a vote against Proposal 3.
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What proposals will be voted on at the Annual Meeting?
Proposal | | | | | | Board of Directors Recommendation | | | Vote Required | | | Broker Discretionary Voting Allowed | | ||||||
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Proposal 1: | | | To elect | |
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| | | No | | ||||||
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Proposal 2: | | | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, | |
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| | | Majority Voted | | | Yes | | ||||||
Proposal 3: | | | To approve an amendment to our Charter to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law. | | | FOR | | | Majority outstanding shares | |
| No | |
discretion. •outstandingvotes cast by the holders of all of the shares of Common Stock that arestock present or represented at the Annual Meeting or represented by proxymeeting and castvoting affirmatively or negatively on such proposal.matter. Abstentions and broker non-votes will not be counted “For” or “Against” this proposal and will have no effect on this proposal.discretion on any proposal on which it is permitted to vote.●If you receive a proxy card, you may submit another properly completed proxy card with a later date.●You may re-vote by internet or by telephone as instructed above.●You may send a written notice that you are revoking your proxy to the Corporate Secretary of the Company at 314 Main Street, Cambridge, Massachusetts 02142.●You may virtually attend the Annual Meeting and vote electronically by going to www.virtualshareholdermeeting.com/THRX2022 in advance of the meeting. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual
If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or other nominee or (2) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting and voting in person.
on your own behalf.
Name | | | Age | | | Position | |
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Timothy P. Clackson, Ph.D. | |
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| | | President, Chief Executive Officer and Director | |
Bradford D. Dahms | |
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| | | Chief Financial Officer | |
William C. Shakespeare, Ph.D. | |
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| | | President of Research and Development | |
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Victor M. Rivera, Ph.D. | |
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| | | Chief Scientific Officer | |
David P. Kerstein, M.D. | |
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| | | Chief Medical Officer | |
Non-Employee Directors: | | | | | | | |
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Iain D. Dukes, MA, D.Phil. | |
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| | | Chairman and Director | |
Carl Gordon, CFA, Ph.D. | |
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| | | Director | |
Donald Hayden, MBA | | | 67 | | | Lead Independent Director | |
Michael Rome, Ph.D. | |
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Steven Stein, M.D. | | | 56 | | | Director | |
Kathy Yi, MBA | |
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| | | Director | |
David C. Dalgarno, D.Phil. is a founding member of Theseus Pharmaceuticals, Inc. and has served as our Chief Technical Officer since June 2018. From March 1992 to February 2017, Dr. Dalgarno held several roles at ARIAD Pharmaceuticals, Inc., which was acquired by Takeda Pharmaceutical Company Limited in February 2017, including most recently as Vice President of the Research Technologies Discovery Group. Dr. Dalgarno holds a Doctorate in Chemistry and a Bachelor of Arts in Chemistry from the University of Oxford.
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was a Fellow at The Rockefeller University. We believe that Dr. Gordon is qualified to serve on our Board of Directors due to his scientific expertise, extensive business experience, and experience in venture capital and the life sciencesciences industry.
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Director Independence
To be considered to be independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in their capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries. Each of Mr. Hayden, Dr. Rome, Dr. Stein and Ms. Yi qualifies as an independent director pursuant to Rule 10A-3.
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without a meeting during 2021.2022. While we do not have a formal policy regarding attendance by members of our Board of Directors at our annual meetings of stockholders, all directors are encouraged to attend.
Of our directors then serving, two out of six attended our 2022 annual meeting of stockholders.
Name | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | | | Equity Awards Committee | | ||||||||||||||||
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Carl Gordon, CFA, Ph.D. | |
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Iain D. Dukes, MA, D.Phil. | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
Kathy Yi, MBA | |
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| | | | | X | | | | | | X | | | | | | | | | ||||
Michael Rome, Ph.D. | |
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Timothy P. Clackson, Ph.D. | | | | | | | | | | | | | | | | | | | | | | | X | | | ||||
Donald Hayden, MBA | | | | | X | | | | | | X* | | | | | | X* | | | | | | | | | ||||
Steven Stein, M.D. | | | | | | | | | | | X | | | | | | X | | | | | | | | |
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We currently rely on the phase-in rules of Rule 10A-3 under the Exchange Act and the Nasdaq rules with respect to the requirement that the audit committee be composed entirely of members of our Board of Directors who satisfy the standards of independence established for independent directors under the Nasdaq rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Exchange Act, as determined by our Board of Directors. We expect that by the first anniversary of our listing on Nasdaq, our audit committee will comply with the applicable independence requirements. Ms. Yi and Dr. Rome are independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to audit committee members.
Our audit committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of Nasdaq. Our audit committee charter can be found on the Investor Relations section of our website at https://theseusrx.com/. Our audit committee assists our Board of Directors with its oversight of the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications, independence and performance of the independent registered public accounting firm; the design, implementation and performance of any internal audit function, if and when implemented; and our risk assessment and risk management. Among other things, our audit committee is responsible for reviewing and discussing with our management the adequacy and effectiveness of our disclosure controls and procedures. The audit committee discusses with our management and independent registered public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements, and the results of the audit, quarterly reviews of our financial statements and, as appropriate, initiate inquiries into certain aspects of our financial affairs. Our audit committee is responsible
We currently rely on the phase-in rules Our Board of Nasdaq with respect to the requirementDirectors has determined that each member of the compensation committee be composed entirely of members of our Board of Directors who satisfyis “independent” as defined in the standards of independence established for independent directors under the Nasdaq rules, as determined by our Board of Directors. We expect that all members of our compensation committee will satisfy the applicable independence standards by the first anniversary of our listing on Nasdaq. Each of Dr. Rome and Ms. Yi is independent under the rules and regulations of the SEC and the listing standards of Nasdaq applicable to compensation committee members,and is a “non-employee director,” as defined indirector” for purposes of Rule 16b-3 adopted under Section 16 ofpromulgated by the Exchange Act and an “outside director” under Regulation Section 1.162-27 adopted under Section 162(m) of the Code of 1986, as amended.
SEC. The compensation committee met five times during 2022.
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Board of Directors with respect to our equity and non-equity incentive plans; and assist our Board of Directors in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function. Our principal executive officer does not participate in the determination or discussion of his own compensation or the compensation of directors. However, our principal executive officer makes recommendations to the compensation committee regarding the amount and form of the compensation of the other executive officers, and participates in our compensation committee’s deliberations about their compensation. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors.
is “independent” as defined in the applicable listing standards of Nasdaq. The nominating and corporate governance committee met three times during 2022.
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Board Diversity Matrix
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Female Male Non-Binary
Disclose
Gender Part I: Gender Identity Directors 1 6 — — Part II: Demographic Background African American or Black — — — — Alaskan Native or Native American — — — — Asian 1 — — — Hispanic or Latino — — — — Native Hawaiian or Pacific Islander — — — — White — 6 — — Two or More Races or Ethnicities — — — — LGBTQ+ — — — — Did Not Disclose Demographic Background —
Prior to
Each of Dr. Rome, Dr. Dukes and Ms. Yi served on our compensation committee after its formation in October 2021. Neither Dr. Rome nor Ms. Yi washas at any time during the year ended December 31, 2021 (or at any other time) an officerprior three years been one of our officers or employee of the Company.
Each of Dr. Dukes, Dr. Shakespeare, Dr. Gordon and Dr. Rome may be deemed to have an interest in certain transactions requiring disclosure under Item 404 of Regulation S-K under the Securities Act of 1933, as amended, that are disclosed in the sections titled “Certain Relationships and Related Party Transactions” and “Executive Compensation—Employment Arrangements with our Named Executive Officers,” which disclosure is hereby incorporated by reference in this section.
employees. None of our executive officers currently serves, or served duringin the fiscal year ended December 31, 2021,2022 has served, as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member ofon our Board of Directors or compensation committee.
Compensation Committee.
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location on our website identified above and in public filings. Our code of conduct represents the standards by which we operate and reflects that we are an ethical, mindful and transparent business. The purpose of our code of conduct is to promote honest and ethical conduct, including with respect to actual or apparent conflicts of interest between personal and professional relationships, to promote full, fair, accurate, timely and understandable disclosure in periodic reports to be filed by us, to promote compliance with applicable governmental laws, rules and regulations, promoted the protection of the Company’s assets, including corporate opportunities and confidential information, promote fair dealing practices, deter wrongdoing, promote prompt internal reporting of violations of the code of conduct to an appropriate person(s) identified in the code of conduct, and ensure accountability for adherence to the code of conduct.
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| | | Shares Beneficially Owned | | |||||||||
Name of Beneficial Owner | | | Number | | | Percentage | | ||||||
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Timothy P. Clackson, Ph.D.(1) | | | | | 1,087,567 | | | | | | 2.5% | | |
David P. Kerstein, M.D.(2) | | | | | 387,828 | | | | | | *% | | |
William C. Shakespeare, Ph.D.(3) | | | | | 939,412 | | | | | | 2.1% | | |
Iain D. Dukes, MA, D.Phil.(4) | | | | | 845,856 | | | | | | 1.9% | | |
Carl Gordon, CFA, Ph.D.(5) | | | | | 17,276,266 | | | | | | 39.6% | | |
Donald Hayden, MBA(6) | | | | | 30,000 | | | | | | *% | | |
Michael Rome, Ph.D. | | | | | — | | | | | | — | | |
Steven Stein, M.D.(7) | | | | | 11,666 | | | | | | *% | | |
Kathy Yi, MBA(8) | | | | | 109,020 | | | | | | *% | | |
All executive officers and directors as a group (11 persons)(9) | | | | | 21,759,849 | | | | | | 46.7% | | |
5% Stockholders: | | | | | | | | | | | | | |
Entities affiliated with OrbiMed Advisors LLC(10) | | | | | 17,233,668 | | | | | | 39.5% | | |
Entities affiliated with Foresite Capital(11) | | | | | 4,794,621 | | | | | | 11.0% | | |
Entities affiliated with FMR LLC(12) | | | | | 2,498,355 | | | | | | 5.7% | | |
Entities affiliated with Frazier Life Sciences Management, L.P.(13) | | | | | 2,248,194 | | | | | | 5.2% | | |
| | Shares Beneficially Owned | | ||
Name of Beneficial Owner |
| Shares |
| Percentage |
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Named Executive Officers and Directors: | | | | | |
Timothy P. Clackson, Ph.D.(1) | | 657,295 | | 1.7 | % |
Bradford D. Dahms(2) | | 84,998 | | * | |
William C. Shakespeare, Ph.D.(3) | | 826,260 | | 2.1 | % |
Iain D. Dukes, MA, D.Phil.(4) | | 789,121 | | 2.0 | % |
Carl Gordon, CFA, Ph.D.(5) | | 17,046,841 | | 44.0 | % |
Michael Rome, Ph.D. | | — | | — | |
Kathy Yi, MBA(6) | | 38,250 | | * | |
All executive officers and directors as a group (10 persons)(7) | | 19,442,804 | | 49.0 | % |
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5% Stockholders: | | | | | |
Entities affiliated with OrbiMed Advisors LLC(8) | | 17,041,802 | | 44.0 | % |
Entities affiliated with FMR LLC(10) | | 5,448,669 | | 14.1 | % |
Entities affiliated with Foresite Capital(9) | | 3,681,552 | | 9.5 | % |
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Consists of 387,828 shares of Common Stock issuable upon exercise of outstanding stock options held by Dr. Kerstein, which are exercisable within 60 days of April 13, 2023, 307,494 of which are subject to an early exercise feature for which restricted stock subject to repurchase may be issued prior to the expiration of the time-based vesting period. (3) Consists of (i) 376,005 shares of Common Stock held by Dr. Shakespeare, (ii) 12,944 shares of restricted stock subject to repurchase and time-based vesting held by Dr. Shakespeare and (iii) 550,463 shares of Common Stock issuable upon exercise of outstanding stock options held by Dr. Shakespeare, which are exercisable within 60 days of April 13, 2023, 380,410 of which are subject to an early exercise feature for which restricted stock subject to repurchase may be issued prior to the expiration of the time-based vesting period. (4) Consists of (i) 375,380 shares of Common Stock held by Dr. Dukes, (ii) 12,944 shares of restricted stock subject to repurchase and time-based vesting held by Dr. Dukes and (iii) 457,532 shares of Common Stock issuable upon exercise of outstanding stock options held by Dr. Dukes, which are exercisable within 60 days of April 13, 2023, 380,410 of which are subject to an early exercise feature for which restricted stock subject to repurchase may be issued prior to the expiration of the time-based vesting period. (5) Includes shares of Common Stock beneficially owned by entities affiliated with OrbiMed Advisors LLC as set forth in footnote (10) below, for which Dr. Gordon may be deemed to share voting and investment power and 42,598 shares of Common Stock issuable upon exercise of outstanding stock options held by Dr. Gordon, which are exercisable within 60 days of April 13, 2023. (6) Consists of (i) 10,000 shares of Common Stock held by Mr. Hayden and (ii) 20,000 shares of Common Stock issuable upon exercise of outstanding stock options held by Mr. Hayden, which are exercisable within 60 days of April 13, 2023. (7) Consists of 11,666 shares of Common Stock issuable upon exercise of outstanding stock options held by Dr. Stein, which are exercisable within 60 days of April 13, 2023. (8) Consists of 109,020 shares of Common Stock issuable upon exercise of outstanding stock options held by Ms. Yi, which are exercisable within 60 days of April 13, 2023. (9) Consists of (i) 18,542,804 shares of Common Stock, including 17,233,668 shares of Common Stock beneficially owned by entities affiliated with OrbiMed Advisors LLC as set forth in footnote (10) below, (ii) 226,212 shares of restricted stock subject to repurchase and time-based vesting, and (iii) 2,990,833 shares of Common Stock issuable upon exercise of outstanding stock options, which are exercisable within 60 days of April 13, 2023, 1,068,314 of which are subject to an early exercise feature for which restricted stock subject to repurchase may be issued prior to the expiration of the time-based vesting period, in each case held by our directors and executive officers as a group. (10) Consists of (i) 16,734,518 shares of Common Stock held directly by OrbiMed Private Investments VII, LP (“OPI VII”) and (ii) 499,150 shares of Common Stock held directly by OrbiMed Genesis Master Fund L.P. (“Genesis” 19 (11) Consists of (i) 3,585,346 shares of Common Stock held by Foresite Capital V, L.P. (“FCF V”) and (ii) 1,209,275 shares of Common Stock held by Foresite Capital Opportunity Fund V, L.P. (“FCOF V”). Foresite Capital Management V, LLC (“FCM V”) is the general partner of FCF V and may be deemed to have sole voting and dispositive power over the shares held by FCF V; and Foresite Capital Opportunity Management V, LLC (“FCOM V”) is the general partner of FCOF V and may be deemed to have sole voting and dispositive power over the shares held by FCOF V. James Tananbaum, in his capacity as managing member of FCM V and FCOM V, may be deemed to have sole voting and dispositive power over all such shares. The address of Dr. Tananbaum and each of the entities listed above is 600 Montgomery Street, Suite 4500, San Francisco, CA 94111. The foregoing information is |
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based on the information contained in a Schedule 13D13D/A filed by FCM V, FCF V, FCOM V, FCOF V and Dr. Tananbaum on October 18, 2021.
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All of the transactions described in this section were entered into prior to the adoption of this policy. Although we did not have a written policy for the review and approval of transactions with related persons, our Board of Directors has historically reviewed and approved any transaction where a director or officer had a financial interest, including the transactions described below. Prior to approving such a transaction, the material facts as to relationship or interest of the relevant director, officer or holder of 5% or more of any class of our voting securities in the agreement or transaction was disclosed to our Board of Directors. Our Board of Directors took this information into account when evaluating the transaction and in determining whether such transaction was fair to us and in the best interest of all our stockholders.
Purchaser | | | Shares of Series B Preferred Stock | | | Total Purchase Price | | ||||||
Entities affiliated with Foresite Capital(1) | | | | | 3,056,552 | | | | | $ | 34,999,997 | | |
Entities affiliated with OrbiMed Advisors LLC(2) | | | | | 1,309,950 | | | | | | 15,000,000 | | |
Total | | | | | 4,366,502 | | | | | $ | 49,999,997 | | |
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Purchaser |
| Shares of Series B |
| Total Purchase Price |
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Entities affiliated with Foresite Capital(1) | | 3,056,552 | | $ | 34,999,997 | |
Entities affiliated with OrbiMed Advisors LLC(2) | | 1,309,950 | | | 15,000,000 | |
Total | | 4,366,502 | | $ | 49,999,997 | |
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TableEntities affiliated with Foresite Capital collectively hold more than 5% of Contents
Each of Dr. Gordon, Dr. Dukes and Dr. Rome are members of our Board of Directors.
Retainer Agreement
We entered into a retainer agreement with Kathy Yi in May 2021 in connection with her appointment to our Board of Directors. Pursuant to the terms of the agreement, Ms. Yi received a cash retainer at an annual rate of $50,000. In connection with the commencement of her service on our Board of Directors, Ms. Yi received options to purchase
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99,634 shares of Common Stock under our 2018 Stock Plan. The retainer agreement has been superseded by our non-employee director compensation policy adopted in connection with our initial public offering.
Indemnification Agreements
Insider Participation in Our Initial Public Offering
Certain existing stockholders that are affiliated with certain of our directors or that beneficially owned more than 5% of our outstanding Common Stock purchased shares of Common Stock in our initial public offering in October 2021 at the initial public offering price. The following table sets for the aggregate number of our Common Stock that these 5% stockholders and their affiliates purchase in our initial public offering:
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Name |
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| Aggregate Purchase Price |
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Entities affiliated with OrbiMed Advisors LLC(1) | | 625,000 | | $ | 10,000,000 | |
Entities affiliated with Foresite Capital(2) | | 625,000 | | | 10,000,000 | |
Total | | 1,250,000 | | $ | 20,000,000 | |
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Name and Principal Position | | | Year | | | Salary ($) | | | Option Awards(1) ($) | | | Non-Equity Incentive Plan Compensation(2) ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||
Timothy P. Clackson, Ph.D.(3) President, Chief Executive Officer and Director | | | | | 2022 | | | | | | 570,000 | | | | | | 3,451,050 | | | | | | 313,500 | | | | | | 16,790(4) | | | | | | 4,351,340 | | |
| | | 2021 | | | | | | 372,239 | | | | | | 6,401,180 | | | | | | 195,640 | | | | | | ― | | | | | | 6,969,059 | | | ||
William C. Shakespeare, Ph.D. Co-Founder, President of Research and Development | | | | | 2022 | | | | | | 465,000 | | | | | | 1,380,420 | | | | | | 186,000 | | | | | | 15,685(5) | | | | | | 2,047,105 | | |
| | | 2021 | | | | | | 452,038 | | | | | | 1,112,055 | | | | | | 188,555 | | | | | | ― | | | | | | 1,752,648 | | | ||
David P. Kerstein, M.D. Chief Medical Officer | | | | | 2022 | | | | | | 465,000 | | | | | | 1,150,350 | | | | | | 186,000 | | | | | | 16,790(4) | | | | | | 1,818,140 | | |
| | | 2021 | | | | | | 409,667 | | | | | | 486,084 | | | | | | 163,330 | | | | | | ― | | | | | | 1,059,081 | | |
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Name and Principal Position |
| Year |
| Salary |
| Bonus |
| Option |
| Non-Equity Incentive Plan Compensation(2) |
| All Other |
| Total |
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Timothy P. Clackson, Ph.D.(3) | | 2021 | | 372,239 | | ― | | 6,401,180 | | 195,640 | | ― | | 6,969,059 | |
President, Chief Executive Officer and Director | | | | | | | | | | | | | |||
Iain D. Dukes, MA, D.Phil.(4) | | 2021 | | 99,519 | | 30,000 | (5) | 644,479 | (6) | 44,000 | (7) | 82,830 | (8) | 900,828 | |
Co-Founder, Chairman, Director and Former Chief Executive Officer | | 2020 | | 183,000 | | ― | | 1,266,346 | | ― | | ― | | 1,449,346 | |
William C. Shakespeare, Ph.D. | | 2021 | | 452,038 | | ― | | 1,112,055 | | 188,555 | | ― | | 1,752,648 | |
Co-Founder, President of Research and Development | | 2020 | | 323,237 | | ― | | 1,266,346 | | ― | | ― | | 1,589,583 | |
Bradford D. Dahms(9) | | 2021 | | 248,208 | | ― | | 1,567,901 | | 108,638 | | ― | | 1,924,747 | |
Chief Financial Officer | | | | | | | | | |
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TableRepresents the aggregate grant date fair value of Contents
2021
As of December 31, 2021, the annual salaries of Dr. Clackson, Dr. Shakespeare and Mr. Dahms were $540,000, $440,000, and $420,000, respectively, pursuant to the terms of their offer letters. During fiscal year 2021, Dr. Dukes earned an hourly fee of $600 for up to 20 hours per week of service pursuant to the terms of a consulting agreement that was terminated in April 2021. Thereafter, Dr. Dukes received a base salary at an annual rate of $250,000 under the terms of his offer letter that was terminated in September 2021. Upon termination, Dr. Dukes received $30,000 as compensation for his service to such date. See the section titled “—Employment Arrangements with our Named Executive Officers.”
For the fiscal year ended December 31, 2022, the annual salaries of Dr. Clackson, Dr. Shakespeare and Dr. Kerstein were $570,000, $465,000, and $465,000, respectively.
Historically,
In April 2021, we granted Dr. Clackson an option to purchase 1,037,793 shares of Common Stock. The option vests as to 25% of the shares underlying the option on April 15, 2022 and the remainder vests monthly over the remaining 36 months, subject to Dr. Clackson’s continued service through the applicable vesting date. In April 2021, we granted Dr. Clackson an additional option to purchase 345,930 shares of Common Stock, which option was exercisable by Dr. Clackson prior to vesting and was fully exercised by Dr. Clackson. 25% of the unvested shares purchased by Dr. Clackson vest on April 15, 2022 and the remainder vests monthly over the remaining 36 months, subject to Dr. Clackson’s continued employment through the applicable vesting date and are subject to repurchase by us upon a termination of Dr. Clackson’s employment. In May 2021, we granted Dr. Clackson an additional option to purchase 110,790 shares of Common Stock. The additional option vests in 48 equal monthly installments over a four-year period, subject to Dr. Clackson’s continued employment through the applicable vesting date. Each of Dr. Clackson’s options have an exercise price of $4.03 per share.
In March and May 2021, we granted Dr. Dukes options to purchase 36,066 and 61,549 shares of Common Stock, respectively. Each option vests in 48 equal monthly installments over a four-year period, subject to Dr. Dukes’ continued service through the applicable vesting date and has an exercise price of $4.03 per share. In October 2021, following his
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transition out of his role as chief executive officer, we granted Dr. Dukes an additional option to purchase 22,678 shares of Common Stock. The additional option vests in 36 equal monthly installments over a three-year period, subject to Dr. Dukes’ continued service through the applicable vesting date, and has an exercise price of $16.00 per share.
In March and May 2021, we granted Dr. Shakespeare options to purchase 36,066 and 227,607 shares of Common Stock, respectively. Each option vests in 48 equal monthly installments over a four-year period, subject to Dr. Shakespeare’s continued employment through the applicable vesting date and has an exercise price of $4.03 per share.
In May 2021, we granted Mr. Dahms an option to purchase 332,114 shares of Common Stock. This option vests as to 25% of the shares underlying the option on May 25, 2022 and the remainder vests monthly over the remaining 36 months, subject to Mr. Dahms’ continued employment through the applicable vesting date, and has an exercise price of $4.03 per share. In August 2021, we granted Mr. Dahms an additional option to purchase 23,885 shares of Common Stock. The additional option vests as to 25% of the shares underlying the option on August 27, 2022 and the remainder vests monthly over the remaining 36 months, subject to Mr. Dahms’ continued employment through the applicable vesting date, and has an exercise price of $9.99 per share.
Although we do not have a formal policy with respect to equity compensation of our named executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because they incentivize our executive officers, including our named executive officers, to remain in our employment during the vesting period. Accordingly, our Board of Directors periodically reviews the equity compensation of our named executive officers and may grant equity incentive awards to them from time to time.
Directors and continued employment by us as of the date of payment.
Former Employment Arrangements with Dr. Dukes
We were previously party to a consulting agreement with Dr. Dukes setting forth the initial terms of his services. Dr. Dukes earned an hourly fee of $600 for up to 20 hours per week of service during the year ended December 31, 2020. In April 2021, the consulting agreement was terminated and we entered into an offer letter with Dr. Dukes in
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connection with his transition into his role as Executive Chairman. Pursuant to the terms of the offer letter, Dr. Dukes received a base salary at an annual rate of $250,000 and was eligible to receive an annual performance bonus with a target amount of 40% of base salary, subject to the achievement of performance metrics as determined by our board of directors. The offer letter was terminated in connection with Dr. Dukes’ transition into his current role of Chairman in September 2021, for which Dr. Dukes received $30,000 as compensation for his service as Executive Chairman to such date. Dr. Dukes is eligible to receive compensation as provided for under our compensation program for our non-employee directors, as described under the section titled “Director Compensation—Non-Employee Director Compensation Program.”
Offer Letter with Dr. Shakespeare
Directors and continued employment by us as of the date of payment.
Dr. Kerstein
Directors and continued employment by us as of the date of payment.
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“Change in Control” generally means (a) the consummation of a merger or consolidation of the Company with or into another entity, (b) the sale of all or substantially all of ourthe assets of the Company, or (c) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then-outstanding voting securities. The foregoing notwithstanding, a merger following which holdersor consolidation of our stock dothe Company does not hold at least 50%constitute a “Change in Control” if immediately after the merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or acquiringany direct or indirect parent company of the continuing or
the Company’s capital stock immediately prior to the merger or consolidation.
2022.
2022.
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options | | | Option Exercise Price ($) | | | Option Expiration Date | | | Vesting Commencement Date | | | Number of Shares that Have Not Vested (#) | | | Market Value of Shares that Have Not Vested ($)(1) | | |||||||||||||||||||||||||||
| Vested (#) | | | Unvested (#) | | ||||||||||||||||||||||||||||||||||||||||||||
Timothy P. Clackson, Ph.D. | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 4/15/2021(2) | | | | | | 201,793 | | | | | | 1,004,929 | | |
| | | 2/18/2022(3) | | | | | | | | | | | | 450,000 | | | | | | 11.21 | | | | | | 2/17/2032 | | | | | | | | | | | | | | | | | | | | | ||
| | | 4/15/2021(3) | | | | | | 432,413 | | | | | | 605,380 | | | | | | 4.03 | | | | | | 4/22/2031 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
| | | 5/27/2021(4) | | | | | | 43,854 | | | | | | 66,936 | | | | | | 4.03 | | | | | | 5/26/2031 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
William C. Shakespeare, Ph.D. | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | | | | | 05/30/2018(5) | | | | | | 32,360 | | | | | | 161,154 | | |
| | | 2/18/2022(3) | | | | | | ― | | | | | | 180,000 | | | | | | 11.21 | | | | | | 2/17/2032 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
| | | 5/27/2021(4) | | | | | | 33,192 | | | | | | 194,415 | | | | | | 4.03 | | | | | | 5/26/2031 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
| | | 11/18/2020(4) | | | | | | 9,767 | | | | | | 26,299 | | | | | | 4.03 | | | | | | 3/22/2031 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
| | | 11/18/2020(4) | | | | | | 93,259 | | | | | | 251,085 | | | | | | 0.32 | | | | | | 12/23/2030 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
David P. Kerstein, M.D. | | | | | 2/18/2022(3) | | | | | | ― | | | | | | 150,000 | | | | | | 11.21 | | | | | | 2/17/2032 | | | | | | ― | | | | | | ― | | | | | | ― | | |
| | | 8/27/2021(3) | | | | | | 16,113 | | | | | | 32,229 | | | | | | 9.99 | | | | | | 8/26/2031 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
| | | 5/27/2021(3) | | | | | | 9,745 | | | | | | 14,875 | | | | | | 4.03 | | | | | | 5/26/2031 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
| | | 10/26/2020(3) | | | | | | 7,813 | | | | | | 6,613 | | | | | | 4.03 | | | | | | 3/22/2031 | | | | | | ― | | | | | | ― | | | | | | ― | | | ||
| | | 10/26/2020(3) | | | | | | 158,745 | | | | | | 134,323 | | | | | | 0.32 | | | | | | 12/23/2030 | | | | | | ― | | | | | | ― | | | | | | ― | | |
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| | Option Awards(1) | | Stock Awards(1) | | ||||||||||||
| | | | Number of | | | | | | | | Number of | | | | ||
| | | | Securities | | | | | | | | Shares | | Market | | ||
| | | | Underlying | | | | | | | | that | | Value of | | ||
| | | | Unexercised | | Option | | | | | | Have | | Shares | | ||
| | Vesting | | Options | | Exercise | | Option | | Vesting | | Not | | that Have | | ||
| | Commencement | | Vested | | Unvested | | Price | | Expiration | | Commencement | | Vested | | Not Vested | |
Name |
| Date |
| (#) |
| (#) |
| ($) |
| Date |
| Date |
| (#) |
| ($)(1) | |
Timothy P. Clackson, Ph.D. | | ― | ― | | ― | | ― | | ― | | 4/15/2022 | (2) | 345,930 | | 4,386,392 |
| |
| | 4/15/2022 | (3) | ― | | 1,037,793 | | 4.03 | | 4/22/2031 | | ― | | ― | | ― | |
| | 5/27/2021 | (4) | 16,156 | | 94,634 | | 4.03 | | 5/26/2031 | | ― | | ― | | ― | |
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Iain D. Dukes, MA, D.Phil. | | 10/6/2021 | (5) | 1,259 | | 21,419 | | 16.00 | | 10/5/2031 | | ― | | ― | | ― | |
| | 5/27/2021 | (6) | 8,975 | | 52,574 | | 4.03 | | 5/26/2031 | | ― | | ― | | ― | |
| | 11/18/2020 | (6) | 9,767 | | 26,299 | | 4.03 | | 3/22/2031 | | ― | | ― | | ― | |
| | 11/18/2020 | (6) | 93,259 | | 251,085 | | 0.32 | | 12/23/2030 | | ― | | ― | | ― | |
William C. Shakespeare, Ph.D. | | ― | | ― | | ― | | ― | | ― | | 05/30/2018 | (7) | 110,025 | | 1,395,117 | |
| | 5/27/2021 | (4) | 33,192 | | 194,415 | | 4.03 | | 5/26/2031 | | ― | | ― | | ― | |
| | 11/18/2020 | (4) | 9,767 | | 26,299 | | 4.03 | | 3/22/2031 | | ― | | ― | | ― | |
| | 11/18/2020 | (4) | 93,259 | | 251,085 | | 0.32 | | 12/23/2030 | | ― | | ― | | ― | |
Bradford D. Dahms | | 8/27/2021 | (3) | ― | | 23,885 | | 9.99 | | 8/26/2031 | | ― | | ― | | ― | |
| | 5/25/2021 | (3) | ― | | 332,114 | | 4.03 | | 5/26/2031 | | ― | | ― | | ― | |
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Prior to our initial public offering in October 2021, we did not have a policy with respect to compensation payable to our non-employee directors for service as directors; however, we adopted a non-employee director compensation policy in connection with our initial public offering, as further described below.
Name | | | Fees Earned or Paid in Cash(1) ($) | | | Option Awards(2)(3) ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Total ($) | | ||||||||||||
Carl Gordon, Ph.D., CFA | | | | | 40,458 | | | | | | 119,166 | | | | | | ― | | | | | | 159,624 | | |
Iain D. Dukes, MA, D.Phil. | | | | | 67,285 | | | | | | 180,684 | | | | | | ― | | | | | | 247,969 | | |
Donald Hayden, MBA | | | | | 32,272 | | | | | | 333,306 | | | | | | ― | | | | | | 365,578 | | |
Michael Rome, Ph.D.(4) | | | | | ― | | | | | | ― | | | | | | ― | | | | | | ― | | |
Steven Stein, M.D.(5) | | | | | 9,108 | | | | | | 270,372 | | | | | | ― | | | | | | 279,480 | | |
Kathy Yi, MBA | | | | | 60,833 | | | | | | 119,166 | | | | | | ― | | | | | | 179,999 | | |
Name |
| Fees Earned |
| Option |
| Non-Equity Incentive |
| Total |
|
Carl Gordon, Ph.D., CFA | | 10,130 | | 234,944 | | | | 245,074 | |
Michael Rome, Ph.D. | | ― | | ― | | | | ― | |
Kathy Yi, MBA | | 31,396 | | 648,425 | | | | 679,821 | |
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of October 2022.
Prior to our initial public offering in October 2021, we did not have a policy with respect to compensation payable to our non-employee directors for service as directors; however, we
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Cash Compensation
Position | | | Annual Retainer | | |||
Board Member | | | | $ | 35,000 | | |
plus (as applicable): | | | | | | | |
Board Chair | | | | $ | 30,000 | | |
Lead Independent Director | | | | $ | 15,000 | | |
Audit Committee Chair | | | | $ | 15,000 | | |
Compensation Committee Chair | | | | $ | 10,000 | | |
Nominating and Corporate Governance Committee Chair | | | | $ | 8,000 | | |
Audit Committee Member | | | | $ | 7,500 | | |
Compensation Committee Member | | | | $ | 5,000 | | |
Nominating and Corporate Governance Committee Member | | | | $ | 4,000 | | |
| |||
Position |
| Annual Retainer | |
Board Member | | $ | 35,000 |
plus (as applicable): | | | |
Board Chair | | $ | 30,000 |
Audit Committee Chair | | $ | 15,000 |
Compensation Committee Chair | | $ | 10,000 |
Nominating and Corporate Governance Committee Chair | | $ | 8,000 |
Audit Committee Member | | $ | 7,500 |
Compensation Committee Member | | $ | 5,000 |
Nominating and Corporate Governance Committee Member | | $ | 4,000 |
In April
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Plan Category | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | |||||||||
Equity compensation plans approved by stockholders | | | | | 7,289,436(1) | | | | | $ | 5.95 | | | | | | 2,211,698(2) | | |
Equity compensation plans not approved by stockholders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 7,289,436 | | | | | $ | 5.95 | | | | | | 2,211,698 | | |
Plan Category |
| Number of |
| Weighted- |
| Number of |
| |
Equity compensation plans approved by stockholders | | 5,163,643 | (1) | $ | 4.31 | | 4,330,440 | (2) |
Equity compensation plans not approved by stockholders | | ⸺ | | | ⸺ | | ⸺ | |
Total | | 5,163,643 | | $ | 4.31 | | 4,330,440 | |
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| | | Fiscal Year Ended December 31, | | |||||||||
| | | 2022 | | | 2021 | | ||||||
Audit Fees(1) | | | | $ | 610,000 | | | | | $ | 1,614,500 | | |
Audit Related Fees(2) | | | | | — | | | | | | — | | |
Tax Fees(3) | | | | | — | | | | | | — | | |
All Other Fees(4) | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 610,000 | | | | | $ | 1,614,500 | | |
| | ||||
| | Fiscal Year Ended | |||
| 2021 |
| 2020 | ||
Audit Fees(1) | | $ | 1,614,500 | | ⸺ |
Audit Related Fees(2) | | | ⸺ | | ⸺ |
Tax Fees(3) | | | ⸺ | | ⸺ |
All Other Fees(4) | | | ⸺ | | ⸺ |
Total Fees | | $ | 1,614,500 | | ⸺ |
| Audit fees consist of fees for professional services performed for the audit of our annual financial statements, the required review of quarterly financial statements and services provided for the registration statement for our initial public offering and other procedures performed by the independent registered accounting firm in order for them to be able to form an opinion on our consolidated financial statements. (2) Audit-related fees consist of fees for assurance and related services that traditionally are performed by an independent registered accounting firm that are reasonably related to the performance of the audit or review of the financial statements. There were no such fees during 2021 and 2022. (3) Tax fees consist of fees for tax compliance, tax planning and tax advice. There were no such fees during 2021 and 2022. (4) Represents the aggregate fees for professional services rendered, other than the services reported in the three line items above. There were no such fees during 2021 and 2022. All fees |
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All fees described above were pre-approved by our audit committee.
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SEC.
Report.
SEC.
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Name | | | Age | | | Position | |
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Shares voting “withheld” and broker non-votes will have no effect on this proposal.
IAIN D. DUKES
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—
2023
DECEMBER 31, 2022.
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The Board of Directors believes it is important to provide protection from certain liabilities and expenses that may discourage prospective or current directors from accepting or continuing membership on corporate boards and prospective or current officers from serving corporations. In the absence of such protection, qualified directors and officers might be deterred from serving as directors or officers due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. In particular, the Board of Directors took into account the narrow class and type of claims that such officers would be exculpated from liability pursuant to amended DGCL Section 102(b)(7), the limited number of the Company’s officers that would be impacted, and the benefits the Board of Directors believes would accrue to the Company by providing exculpation in accordance with DGCL Section 102(b)(7), including, without limitation, the ability to attract and retain key officers and the potential to reduce litigation costs associated with frivolous lawsuits.
proxy to vote on such matters in accordance with their best judgment.
| | | | THESEUS PHARMACEUTICALS, INC. | |
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| By: Name: Timothy P. Clackson, Ph.D. Title: President and Chief Executive Officer | |
April 25, 2022
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