LETTER TO SHAREHOLDERS
Clinical progressSTOCKHOLDERS
The second line setting in HCC represents an urgent medical need, as no No systemic therapy has yet been shown to be effective foryet in patients with advanced HCC, following failure of first-line therapy with sorafenib. We believeso this setting presents a compelling opportunity to achieve Phase 3 success based on the findings from our randomized, double blind, placebo controlled Phase 2 second line HCC trial featured at the American Society for Clinical Oncology (ASCO) Annual Meeting in June, 2012.
These exciting findings were the first randomized data reported with a c-Met inhibitor administered as a single agentprogram if successful could provide an important advance in this disease. Treatmentarea of high unmet need.
In our non-small cell lung cancer (NSCLC) program, the Phase 3 MARQUEE trial demonstrated that the treatment arm of tivantinib plus erlotinib significantly outperformed the control arm of erlotinib plus placebo in the evaluable MET High NSCLC patient subgroup, as measured primarily by overall survival and progression-free survival. MARQUEE was halted laststopped in the fall for futility atof 2012 after a pre-plannedplanned interim analysis based onshowed that a significant improvement in progression-free survival favoring the recommendation of the independent Data Monitoring Committee. At the time, the top-line analysis showedtreatment arm would not translate to a statistically significant improvement in PFSthe primary endpoint of overall survival in the broad intent-to-treat (ITT) population.
The second Phase 3 trial in non-squamous NSCLC named ATTENTION and employing the same combination regimen as MARQUEE is continuing in Japan, South Korea and Taiwan under the sponsorship of our partner, Kyowa Hakko Kirin. The trial was originally intended to enroll 450 patients, but additional recruitment was permanently suspended once approximately 300 patients had been recruited because of an observed imbalance in cases of interstitial lung disease (ILD). Of interest, a recent epidemiological study identified ILD as an adverse drug reaction of concern in Japanese patients with NSCLC receiving erlotinib therapy alone.
Kyowa has informed us that where possible, patients already enrolled in ATTENTION were re-consented following the permanent suspension of additional recruitment and continued to receive treatment if still on therapy as per protocol. Data from the trial, expected to be available in late 2013 or early 2014, will serve to complement the analysesEGFR mutant patient sub-group from the MARQUEE trial, with regard to the impact of tivantinib in non-squamous NSCLC and pre-specified sub-groups.
Rounding out our NSCLC program with tivantinib are two additional trials. The first is a randomized, open-label Phase 2 trialwe will consider what options may exist for this combination in the U.S. in patients with KRAS mutations who are receiving tivantinib plus erlotinib versus chemotherapy, and the second is a Phase 2, open-label, single arm study of tivantinib plus erlotinib in Japan in patients with locally advanced or metastatic EGFR mutation-positive NSCLC. Data from the first trial are expected later this year, and data from the second should be available next year.
To determine if there is still a path forward in NSCLC for tivantinib and what that path might be, we will take into consideration the extensive body of data that is emerging from the MARQUEE data base, the final results of the ATTENTION trial and any additional data that will emerge from the ongoing Phase 2 trials.
In January of this year, we announced the top-line results of a randomized Phase 2 trial conducted by our partner Daiichi Sankyo Co., Inc. with tivantinib in combination with irinotecan and cetuximab in second-line colorectal cancer (CRC). We are targeting the June, 2013 ASCO meeting to present more detailed data from this trial that will include analyses of patient sub-groups, biomarker status, regional variability and more mature overall survival. Following the presentation of the full data set, we will convene a panel of CRC experts to assess any viable future strategy in this tumor type.
The National Cancer Institute, is supportingthrough its Cancer Therapy Evaluation Program, continues to support a number of investigator-sponsored clinical trials with tivantinib as a single agent and in multiple combinationscombinations. Indications for which randomized Phase 2 trials are ongoing under such sponsorship include prostate, head and neck, and kidney cancers. Phase 2 open label, signal generation studies are ongoing in several tumor types. Thesemultiple myeloma, breast cancer and malignant mesothelioma. We look forward to sharing data from these trials have progressedas they become available.
Ourour proprietary pipeline, hasduring the past year two compounds have emerged and have been expanded significantly as a result of two developments. The most recent occurred in April, 2013 when we regained worldwide rightsprioritized for compounds covered under our concluded AKIP™ (ArQule Kinase Inhibitor Platform) collaboration with Daiichi Sankyo, including the lead compound that emerged from this collaboration,further investment: ARQ 092, and ARQ 087.
The second pipeline development took place late in 2012 when we initiated a Phase 1 trial with PI3K mutation, as well as long-term stable disease.
Beyondboth ARQ 092 and ARQ 087 our early-stage product portfolio includes ARQ 621, an inhibitor of the Eg5 kinesin motor protein, and ARQ 736, an inhibitor of the RAF kinases, both of which have completed Phase 1 testing. Our strategy with all of these product candidates is to generate pre-clinical and early clinical data that will inform decisions to initiate Phase 2 testing1b expansion cohorts. We are also exploring pre-clinically potential synergies between the two compounds.
ArQule continues to be well capitalized. proprietary clinical-stage development candidates while retaining our core discovery capabilities.
the potential for break-throughs in treatments for our patients.
13, 2014
Only stockholders of record at the close of business on March 29, 201328, 2014 will be entitled to vote at the meeting or any continuation of the meeting following an adjournment. A list of these stockholders will be available during ordinary business hours at the offices of ArQule, Inc. for a period beginning ten days before the meeting. Any stockholder may examine the list for any purpose germane to the meeting.
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11, 2014.
We will also consider any other business as may properly come before the meetingAnnual Meeting or any adjournment thereof. See “What happens if additional matters are presented at the Annual Meeting?” below.
| Proposal | | | Voting Choices and Board Recommendation | |
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| Proposal 1: Election of Directors | | | •
nominees; | |
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nominees; or | | |||
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| The Board recommends a vote FOR each of the nominees. | | |||
| Proposal 2: Approval of our new 2014 Plan and the authorization of 3,750,000 shares of Common Stock to be available for future awards made under the 2014 Plan | | | •
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| The Board recommends a vote FOR approval. | | |||
| Proposal 3: Approval of an amendment to our Director Option Plan to increase the number of shares of Common Stock available for issuance to directors under the Director Option Plan | | | •
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| The Board recommends a vote FOR approval. | | |||
| Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm | | | •
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| The Board recommends a vote FOR ratification. | | |||
| Proposal | | | •
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| The Board recommends a vote FOR the advisory vote to approve executive compensation. | | |||
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| Proposal | | | Abstentions | | | Broker Non-Votes | |
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| Proposal 1: Election of Directors | | | N/A | | | Not counted and no effect on | |
| Proposal 2: Approval of our new 2014 Plan and the authorization of 3,750,000 shares of Common Stock to be available for future awards made under the 2014 Plan | | | Not counted and no effect on vote. | | | Not counted and no effect on vote. | |
| Proposal 3: Approval of an amendment to our Director Option Plan to increase the number of shares of Common Stock available for issuance to directors under the Director Option Plan by 250,000 shares of Common Stock | | | Not counted and no effect on vote. | | | Not counted and no effect on vote. | |
| Proposal 4: Ratification of Independent Registered Public Accounting Firm | | | Not counted and no effect on | | | N/A | |
| Proposal | | | Not counted and no effect on | | | Not counted and no effect on | |
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What if I am a stockholder of record and do not specify a choice for a matter when returning a proxy?
5.
3
Internet?
4
Susan L. Kelley, M.D.
5
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THENOMINEES LISTED ABOVE.
Directors with Terms Expiring at the 2014 Annual Meeting
Ronald M. Lindsay, Ph.D. (Age: 65) Dr. Lindsay has been a director since June 2005. He currently operates Milestone Consulting, a biopharmaceutical consulting enterprise. He is a director and since October, 2009, has served as Executive Vice President of Research and Development of Sequenom, Inc. Dr. Lindsay is Executive Chairman of NeuroCentRx Pharmaceuticals Ltd., Edinburgh, Scotland, which he co-founded in 2008. Dr. Lindsay was previously Chief Scientific Officer and Vice President, Research and Development, at diaDexus Inc. from 2000 to 2004, and held a number of positions at Millennium Pharmaceuticals, Inc., including Senior Vice President, Biotherapeutics, from 1997 to 2000. At Regeneron Pharmaceuticals, where he worked from 1989 to 1997, he was a founding scientist and Vice President, Neurobiology. Dr. Lindsay also worked at the Sandoz Institute for Medical Research, London from 1984 to 1989, where he was Head of Cell Biology. Dr. Lindsay completed post-doctoral work at the Friedrich Miescher Institute, and he holds a B.Sc. (Hons) in chemistry from the University of Glasgow and a Ph.D. in biochemistry from the University of Calgary.
William G. Messenger, D. Min. (Age: 52) Dr. Messenger has been a director since January 2005. He has been the owner and managing director of the Lexington Sycamore Group, consultants in the fields of business strategy, organization and leadership, since 1994. Dr. Messenger also serves as the Executive Editor of the Theology of Work Project, a small international organization conducting research and publishing in the field of business ethics. He currently serves as adjunct professor of business ethics at Laidlaw-Carey Graduate School, Auckland, New Zealand and a lecturer in business ethics at Holy Cross College, Worcester, MA. From 1999 to 2008, Dr. Messenger served as Director of the Mockler Center for Faith and Ethics in the Workplace at Gordon- Cornwell Theological Seminary. Dr. Messenger received a B.S. in Physics with highest honors from Case Western Reserve University, an M.B.A. with high distinction from Harvard Business School, a Master of Divinity degree, summa cum laude, from Boston University School of Theology, and a Doctor of Ministry from Gordon-Conwell Theological Seminary.
Patrick J. Zenner (Age: 66) Mr. Zenner was named Chairman of the Board in May 2004 and has been a director since 2002. Mr. Zenner retired in 2001 from the position of President and Chief Executive Officer of Hoffmann-La Roche Inc., North America. Hoffmann-La Roche Inc., based in Nutley, N.J., is the prescription drug unit of the Roche Group. Mr. Zenner held various executive positions during his 32-year career with the company. Mr. Zenner is currently on the Board of Trustees of Creighton University and is Chairman of the Board of Trustees of Fairleigh Dickinson University. In addition, Mr. Zenner is a member of the Board of Directors of West Pharmaceutical Services, Inc. In 2010, he resigned from the boards of Geron Corporation, Xoma Ltd. and Exact Sciences, Inc. and in 2012 he resigned from the board of Par Pharmaceutical Companies, Inc. following its acquisition by TPG, a private investment firm. Until its sale in September 2009, Mr. Zenner was a director of CuraGen Corporation. He has a B.S./B.A. from Creighton University and an M.B.A. from Fairleigh Dickinson University.
Directors with Term Expiring at the 2015 Annual Meeting
Timothy C. Barabe (Age: 60) Mr. Barabe has been a director since November 2001. Mr. Barabe intends to retire in the second quarter of 2013 from his current position as Executive Vice President and Chief Financial Officer of Affymetrix, Inc. Previously, from July 2006 until March 2010, he was Senior Vice President and Chief Financial Officer of Human Genome Sciences, Inc. He was with Regent Medical Limited, a U.K.-based, privately owned, surgical supply company, where he was Chief Financial Officer, from 2004 to 2006. Mr. Barabe served with Novartis AG from 1982 through August 2004 in a succession of senior executive positions in finance and general management, most recently as the Chief Financial Officer of Sandoz GmbH, the generic pharmaceutical subsidiary of Novartis. Mr. Barabe received his B.B.A. degree from the University of Massachusetts (Amherst) and his M.B.A. degree from the University of Chicago.
Paolo Pucci (Age: 51) Mr. Pucci joined ArQule as Chief Executive Officer and a member of the Board in June 2008 from Bayer A.G., where he served as Senior Vice President and President in charge of the Bayer-Schering Pharmaceuticals Global Oncology/Specialized Therapeutics Business Units. Previously,
Mr. Pucci was Senior Vice President of Bayer Pharmaceuticals Global Specialty Business Unit, President of U.S. Pharmaceutical Operations and a member of the Bayer Pharmaceuticals Global Management Committee. At Bayer, Mr. Pucci was involved in a broad range of activities related to Nexavar® (sorafenib), an oral multiple kinase inhibitor used to treat liver and kidney cancers. These activities included clinical development, regulatory review, corporate alliance management, product launch and marketing. Mr. Pucci joined Bayer as head of its Italian Pharmaceutical operations in 2001. Prior to Bayer, Mr. Pucci held positions of increasing responsibility with Eli Lilly, culminating with his appointment as Managing Director, Eli Lilly Sweden AB. At Lilly, his responsibilities included operations, sales, marketing and strategic planning. On November 1, 2012, Mr. Pucci was appointed to the Board of Directors of Dyax Corporation. In April 2013, he was elected as a non-executive director of Algeta ASA, a Norwegian oncology company. Mr. Pucci holds an M.B.A from the University of Chicago and is a graduate of the Università Degli Studi Di Napoli in Naples, Italy.
Committees.
| | | | Timothy C. Barabe (1) | | | Ronald M. Lindsay (3) | | | Michael Loberg (2)(3) | | | William Messenger (1)(2) | | | Paolo Pucci | | | Patrick Zenner (1)(2) | | | Susan L. Kelley (3) | | ||||||||||||||||||||||||||||||||||||||||||
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| High level of financial literacy | | | | | X | | | | | | | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | | | | |||||||||||||||||||||
| Relevant biotechnology business experience | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | | | | X | | | |||||||||||||||||||||
| Extensive knowledge of drug research and development | | | | | | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | | | | X | | | | | | X | | | |||||||||||||||||||||
| Extensive knowledge of drug commercialization and marketing | | | | | X | | | | | | X | | | | | | | | | | | | | | | | | | X | | | | | | X | | | | | | | | | |||||||||||||||||||||
| Expertise in corporate governance and business ethics | | | | | X | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | | X | | | | | | | | | |||||||||||||||||||||
| Diversity of background, professional experience or culture | | | | | | | | | | | | | | | | | X | | | | | | X | | | | | | X | | | | | | | | | | | | X | | | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Stockholder Nominations
Company at our principal executive office. If a stockholder is nominating a director candidate for election
The Compensation Committee will consider all nominees submitted by stockholders in the manner described above and will evaluate all potential nominees using the same criteria.
9
On January 14, 2013,22, 2014, our Board determined that all of our directors, other than our Chief Executive Officer, are “independent directors” as defined in the listing standards of the Nasdaq Marketplace Rules, and these independent directors constitute a majority of the members of the Board.
10
The Company’s independent registered public accounting firm (currently, PricewaterhouseCoopers LLP) is ultimately accountable to the Audit Committee in its capacity as a committee of the Board. The Audit Committee has sole authority and responsibility to select, hire, oversee, evaluate, approve the compensation of, and, where appropriate, replace our independent registered public accounting firm.
2013.
A more detailed description of the duties of the Compensation Committee is provided in the committee’s charter.
12
Science Committee
2013.
A more detailed description of the duties of the Science Committee is provided in the committee’s charter.
Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | Total ($) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Timothy C. Barabe(2) | $ | 63,250 | $ | 53,787 | $ | 117,037 | |||||||||||
Ronald M. Lindsay, Ph.D. | 73,500 | 53,787 | 127,287 | ||||||||||||||
Michael D. Loberg, Ph.D.(3) | 64,750 | 53,787 | 118,537 | ||||||||||||||
William G. Messenger, D. Min. | 67,500 | 53,787 | 121,287 | ||||||||||||||
Susan L. Kelley, M.D. | 58,000 | 53,787 | 111,787 | ||||||||||||||
Patrick J. Zenner | 72,500 | 89,645 | 162,145 |
| Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards(1) ($) | | | Total ($) | | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Timothy C. Barabe(2) | | | | $ | 60,250 | | | | | $ | 28,400 | | | | | $ | 88,650 | | | |||
| Susan L. Kelley, M.D. | | | | | 51,500 | | | | | | 28,400 | | | | | | 79,900 | | | |||
| Ronald M. Lindsay, Ph.D. | | | | | 74,000 | | | | | | 28,400 | | | | | | 102,400 | | | |||
| Michael D. Loberg, Ph.D.(3) | | | | | 57,750 | | | | | | 28,400 | | | | | | 86,150 | | | |||
| William G. Messenger, D. Min. | | | | | 67,750 | | | | | | 28,400 | | | | | | 96,150 | | | |||
| Patrick J. Zenner | | | | | 72,750 | | | | | | 47,333 | | | | | | 120,083 | | | |||
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Currently, each of our non-employee directors who is serving as a director prior to and immediately following any annual meeting of stockholders receives a $25,000 annual retainer. Each non-employee director receives $2,000 for each day on which the Board meets and the director attends. For attendance at committee meetings, a non-employee director will be paid $1,250 per day for meetings of the Audit
Committee and the Compensation Committee, and $2,500 for meetings of the Science Committee. In addition to the base compensation for directors, chairs of committees receive additional compensation. The director serving as Chairman of the Board (currently, Mr. Zenner) receives an additional $20,000 annual retainer; the director serving as Chairman of the Audit Committee (currently, Mr. Barabe) receives an additional $15,000 annual retainer, the director serving as Chairman of the Compensation Committee (currently, Dr. Messenger) receives an additional $15,000 annual retainer; and the director serving as Chairman of the Science Committee (currently, Dr. Lindsay) receives an additional $20,000 annual retainer.
Key compensation elements:
Each of these elements is described in more detail below.
The
For 2012, Radford provided the following services to the Compensation Committee:
While the Company pays for the costs of Radford’s services, our Compensation Committee has the authority to engage and terminate Radford’s engagement. Radford makes recommendations to the Compensation Committee, but has no authority to make compensation decisions on behalf of the Compensation Committee or the Company. Radford attends Compensation Committee meetings either in person or via conference call as deemed appropriate by the Compensation Committee. Our management provides historical data, reviews reports for accuracy and interacts directly with Radford, at the direction of the Compensation Committee. The Compensation Committee, at its discretion, also communicates and meets with Radford without participation of the Company’s management.
16
compensation services as it determined that these services did not constitute a conflict of interest or prevent Radford from objectively performing its work for the Compensation Committee. Total fees paid to Radford for survey data and advisory fees were $52,150 in the aggregate.
The Compensation Committee considers the views of our Chief Executive Officer regarding achievement of individual and departmental objectives of those executives reporting directly to him. With the assistance of our Vice President of Human Development, approximately every two years the Compensation Committee reviews peer group compensation data and additional selected compensation data produced by Radford. Our peer group of companies, which we evaluate in conjunction with our review periodically,of peer compensation data, is comprised principally of non-commercial, life sciences companies with products in Phasephase 2 or Phasephase 3 clinical trials that Radford has deemed to be most comparable to us in market capitalization and head count. For 2012, our
ArQule Peer Group Companies
for 2013. | |||||
Benchmarking
In general terms on a periodic basis, as a basis for its recommendations, the Compensation Committee benchmarks total compensation for all of our employees to the median compensation (i.e. 50th percentile) of employees performing similar job functions at biotechnology companies nationally, adjusted for differences in company size, stage of development, location, and performance. However, we strongly believe in retaining the best talent among our executive management team. Therefore, we have recommended, and may recommend in the future, total compensation packages for executive management that vary substantially from the median based on factors such as industry experience, scope of responsibility, knowledge, and unique qualifications.
17
Name and Principal Position | 2011 Annualized Base Salary ($) | 2012 Annualized Base Salary ($) | % Increase | Comment | ||||||||||
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Paolo Pucci, CEO | 485,000 | 489,000 | 1.0 | Base salary negotiated in and adjusted per amended employment agreement and annual review. | ||||||||||
Peter S. Lawrence, COO | 402,000 | 414,000 | 3.0 | Base salary negotiated in and adjusted per amended employment agreement and annual review. | ||||||||||
Dr. Brian Schwartz, CMO | 348,000 | 370,000 | 6.2 | Base salary negotiated in and adjusted per employment agreement and annual review. | ||||||||||
Dr. Thomas C.K. Chan, CSO(1) | 341,000 | 345,000 | 1.0 | Base salary negotiated in and adjusted per employment agreement and annual review. |
| Name and Principal Position | | | 2012 Annualized Base Salary ($) | | | 2013 Annualized Base Salary ($) | | | % Increase | | | Comment | | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paolo Pucci, CEO | | | | | 489,000 | | | | | | 489,000 | | | | | | — | | | | Base salary negotiated in and adjusted per amended employment agreement and annual review. | | |||
| Peter S. Lawrence, COO | | | | | 414,000 | | | | | | 414,000 | | | | | | — | | | | Base salary negotiated in and adjusted per amended employment agreement and annual review. | | |||
| Dr. Brian Schwartz, CMO | | | | | 370,000 | | | | | | 381,000 | | | | | | 3.0 | | | | Base salary negotiated in and adjusted per employment agreement and annual review. | | |||
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18
The following is a summary description of the primary corporate goals for 20122013 used to determine performance-based bonuses:
c-Met Program—Tivantinib (ARQ 197)
Discovery Program
Business Development
Finance
Name and Principal Position | 2012 Bonus Target (% of Base Salary) | 2012 Bonus Actual (% of Base Salary) | Comment | ||||||||
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Paolo Pucci, CEO | 60.0% | 57.0% | Target bonus set by terms of amended employment agreement. Actual bonus 95% of target. | ||||||||
Peter S. Lawrence, COO | 40.0% | 38.0% | Target bonus set by terms of amended employment agreement. Actual bonus 95% of target. | ||||||||
Dr. Brian Schwartz, CMO | 35.0% | 33.3% | Target bonus set by terms of employment agreement. Actual bonus 95% of target. | ||||||||
Dr. Thomas C. K. Chan, CSO | 35.0% | 33.3% | Target bonus set by terms of employment agreement. Actual bonus 95% of target. |
| Name and Principal Position | | | 2013 Bonus Target (% of Base Salary) | | | 2013 Bonus Actual (% of Base Salary) | | | Comment | |
---|---|---|---|---|---|---|---|---|---|---|---|
| Paolo Pucci, CEO | | | 60.0% | | | 51.0% | | | Target bonus set by terms of amended employment agreement. Actual bonus 85% of target. | |
| Peter S. Lawrence, COO | | | 45.0% | | | 38.3% | | | Target bonus set by terms of amended employment agreement. Actual bonus 85% of target. | |
| Dr. Brian Schwartz, CMO | | | 40.0% | | | 34.0% | | | Target bonus set by terms of employment agreement. Actual bonus 85% of target. | |
| | | | | | | |
19
The amounts of cash bonus awards made to our named executive officers are also reported in the Summary Compensation Table on page 2423..
these awards as it deems necessary or advisable, e.g., to take into account unforeseen adverse events or clinical developments.
Currently, the Company does not have a nonqualified deferred compensation plan, a pension plan, or other defined benefit plan. In addition, the Company does not have a policy on adjustments to, or recovery of, awards if the performance measures on which they were based are adjusted or restated.
Compensation Committee take the issue of deductibility into consideration as our Amended and Restated 1994 Equity Incentive Plan and other benefit plans are updated. The Compensation Committee believes that none of the Company’s named executive officers received compensation in 20122013 that was nondeductible under Section 162(m) of the Tax Code.
Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | ||||||||||||||||||||||||||||||||||
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Paolo Pucci Chief Executive Officer | 2012 | 488,786 | — | — | 1,549,485 | 278,927 | 7,950 | 2,325,148 | ||||||||||||||||||||||||||||||||||
2011 | 483,769 | — | — | 1,214,070 | 261,630 | 7,950 | 1,967,419 | |||||||||||||||||||||||||||||||||||
2010 | 461,250 | — | — | 714,688 | 313,500 | 7,926 | 1,497,364 | |||||||||||||||||||||||||||||||||||
Peter S. Lawrence President, Chief Operating Officer, General Counsel and Secretary | 2012 | 412,530 | — | — | 726,782 | 157,290 | 7,950 | 1,304,552 | ||||||||||||||||||||||||||||||||||
2011 | 401,111 | — | — | 627,270 | 144,671 | 7,950 | 1,181,002 | |||||||||||||||||||||||||||||||||||
2010 | 391,472 | — | — | 270,075 | 172,508 | 7,926 | 841,981 | |||||||||||||||||||||||||||||||||||
Dr. Brian Schwartz Chief Medical Officer and Senior Vice President | 2012 | 367,520 | — | — | 538,631 | 123,029 | 7,950 | 1,037,130 | ||||||||||||||||||||||||||||||||||
2011 | 347,630 | — | — | 566,566 | 109,749 | 7,950 | 1,031,895 | |||||||||||||||||||||||||||||||||||
2010 | 337,753 | — | — | 186,975 | 130,231 | 7,926 | 662,885 | |||||||||||||||||||||||||||||||||||
Dr. Thomas C. K. Chan(5) Chief Scientific Officer and Senior Vice President | 2012 | 347,284 | — | — | 398,439 | 105,110 | 600 | 851,433 | ||||||||||||||||||||||||||||||||||
2011 | 340,680 | — | — | 566,566 | 107,555 | 600 | 1,015,401 | |||||||||||||||||||||||||||||||||||
2010 | 331,000 | — | — | 186,975 | 127,628 | 576 | 646,179 |
| Name and Principal Position | | | Year | | | Salary ($) (1) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) (2) | | | Non-Equity Incentive Plan Compensation ($) (3) | | | All Other Compensation ($) (4) | | | Total ($) | | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paolo Pucci Chief Executive Officer | | | | | 2013 | | | | | | 489,345 | | | | | | — | | | | | | — | | | | | | 486,609 | | | | | | 249,566 | | | | | | 8,100 | | | | | | 1,233,620 | | | ||||||||
| | | 2012 | | | | | | 488,786 | | | | | | — | | | | | | — | | | | | | 1,549,485 | | | | | | 278,927 | | | | | | 7,950 | | | | | | 2,325,148 | | | |||||||||||
| | | 2011 | | | | | | 483,769 | | | | | | — | | | | | | — | | | | | | 1,214,070 | | | | | | 261,630 | | | | | | 7,950 | | | | | | 1,967,419 | | | |||||||||||
| Peter S. Lawrence President, Chief Operating Officer, General Counsel and Secretary | | | | | 2013 | | | | | | 413,921 | | | | | | — | | | | | | — | | | | | | 210,864 | | | | | | 158,325 | | | | | | 8,100 | | | | | | 791,210 | | | ||||||||
| | | 2012 | | | | | | 412,530 | | | | | | — | | | | | | — | | | | | | 726,782 | | | | | | 157,290 | | | | | | 7,950 | | | | | | 1,304,552 | | | |||||||||||
| | | 2011 | | | | | | 401,111 | | | | | | — | | | | | | — | | | | | | 627,270 | | | | | | 144,671 | | | | | | 7,950 | | | | | | 1,181,002 | | | |||||||||||
| Dr. Brian Schwartz Chief Medical Officer and Senior Vice President | | | | | 2013 | | | | | | 380,258 | | | | | | — | | | | | | — | | | | | | 145,983 | | | | | | 129,578 | | | | | | 8,100 | | | | | | 663,919 | | | ||||||||
| | | 2012 | | | | | | 367,520 | | | | | | — | | | | | | — | | | | | | 538,631 | | | | | | 123,029 | | | | | | 7,950 | | | | | | 1,037,130 | | | |||||||||||
| | | 2011 | | | | | | 347,630 | | | | | | — | | | | | | — | | | | | | 566,566 | | | | | | 109,749 | | | | | | 7,950 | | | | | | 1,031,895 | | | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
On July 15, 2010, The agreement also establishes the Company, acting through its Compensation Committee, amended certain terms of Mr. Pucci’s employment agreement. The amendment: (i) extended the term of the agreement from June 9, 2012 to June 30, 2015; (ii) increased Mr. Pucci’s minimum base salary by approximately five percent; (iii) increased the target amount of the discretionary annual cash bonus payablevesting conditions for PSUs that were awarded to Mr. Pucci under the agreement from 50% to 60% of Mr. Pucci’s annual base salary; (iv) revised the definition of the occurrences following a change of control of the Company which constitute a deemed termination of Mr. Pucci’s employment; (v) awarded Mr. Pucci stock options covering 100,000 shares of the Company’s Common Stock; (vi) awarded Mr. Pucci 390,000 PSUs in tranches of 300,000 and 90,000 units that vest, respectively, upon the achievement of certain performance goals related to the development of the Company’s products by a date specified by the Compensation Committee and the average price of its Common Stock; and (vii) provided that, if a deemed termination without cause of Mr. Pucci’s employment under the agreement occurs prior to achievement of such product development, 300,000 of the PSUs will vest if the average price of Common Stock has met or exceeded a target price over a specified period established by the Compensation Committee.
On March 8, 2013, the Company further amended certain terms of Mr. Pucci’s employment agreement. The March 8, 2013 amendment: (i) extended the term of the agreement from June 30, 2015 to March 8, 2017; and (ii) revised the vesting events pertaining to the award to Mr. Pucci of 390,000 PSUs in connection with the July 15, 2010 Amendment. The March 8, 2013 amendment extended the period for achievement of the product development goal and reduced the target price for the stock performance goal. In addition, the March 8, 2013 amendment stipulatesprovides that all such PSUs will be subject to accelerated vesting if Mr. Pucci is terminated or deemed terminated without cause in connection with a change of control of the Company.
All other material terms of the employment agreement that were in effect prior to the amendment remain in effect.
On March 8, 2013, The agreement also establishes the Company further amended certain terms of Mr. Lawrence’s employment agreement. The March 8, 2013 amendment providesvesting conditions for a term of employment through March 8, 2017 and gives effect to the awardPSUs that were awarded to Mr. Lawrence of 125,000 PSUs. The PSUs will vest if, during the course of Mr. Lawrence’s employment with the Company, a certain performance goal related to the development of the Company’s products is achieved by a date specified by the Compensation Committee. In addition, the March 8, 2013 amendment stipulatesand provides that all such PSUs will be subject to accelerated vesting if Mr. Lawrence is terminated or deemed terminated without cause in connection with a change of control of the Company.
24
The March 8, 2013 amendment also adds a provision to the agreement requiring that Mr. Lawrence be terminated or deemed terminated without cause in connection with a change of control of the Company in order for him to receive accelerated vesting of stock options and restricted stock. Prior to this change, Mr. Lawrence would have been entitled to receive accelerated vesting solely as a result of a change of control.
All other material terms of the agreement that were in effect prior to the Compensation Committee’s approval of the March 8, 2013 amendment remain in effect.
On March 8, 2013, the Company further amended certain terms of Dr. Schwartz’s employment agreement. The March 8, 2013 amendmentMr. Schwartz and provides for a term of employment through March 8, 2017 and gives effect to the award to Dr. Schwartz of 120,000 PSUs. The units will vest if, during the course of Dr. Schwartz’s employment with the Company, a performance goal related to the development of the Company’s products is achieved by a date specified by the Compensation Committee. In addition, the March 8, 2013 amendment stipulates that all such PSUs will be subject to accelerated vesting if Dr.Mr. Schwartz is terminated or deemed terminated without cause in connection with a change of control of the Company.
All other material terms of the agreement that were in effect prior to the Compensation Committee’s approval of the March 8, 2013 amendment remain in effect.
Employment Agreement with Thomas C. K. Chan
As previously reported, Dr. Chan entered into an Amendment to Employment Agreement on November 2, 2012, pursuant to which his employment with the Company was terminated effective November 22, 2012. Pursuant to the agreement, Dr. Chan waived any claim for compensation under his prior employment agreement and released the Company from all liability related to his employment with the Company and otherwise. In addition, he received payment in 2013 of a pro rata portion of his discretionary bonus for 2012 calculated by multiplying the amount of his target bonus amount times a percentage based on the scoring of achievement of the Company’s 2012 corporate goals by the Compensation Committee with the endorsement of the Board. Dr. Chan also received an extension of the period following his departure in which to exercise stock options for the purchase of 330,000 shares of Common Stock issued to him under the Company’s 1994 Amended and Restated Equity Incentive Plan and vested as of the termination date from February 22, 2013 to December 31, 2013.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | All Other Option Awards: Number of Securities Underlying Options (#) | Grant Date Fair Value of Stock and Option Awards(2) ($) | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | ||||||||||||||||||||||||||||
Paolo Pucci | N/A | — | 293,607 | 440,411 | ||||||||||||||||||||||||||||
2/1/2012 | 315,000 | 1,549,485 | ||||||||||||||||||||||||||||||
Peter S. Lawrence | N/A | — | 165,568 | 248,353 | ||||||||||||||||||||||||||||
2/1/2012 | 147,750 | 726,782 | ||||||||||||||||||||||||||||||
Dr. Brian Schwartz | N/A | — | 133,389 | 200,084 | ||||||||||||||||||||||||||||
2/1/2012 | 109,500 | 538,631 | ||||||||||||||||||||||||||||||
2/23/2012 | 50,000 | 375,000 | ||||||||||||||||||||||||||||||
Dr. Thomas C.K. Chan | N/A | — | — | — | ||||||||||||||||||||||||||||
2/1/2012 | 81,000 | 398,439 |
| | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Grant Date Fair Value of Stock and Option Awards(2) ($) | | ||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | |||||||||||||||||||||||||||||||||||||
| Paolo Pucci | | | | | N/A | | | | | | — | | | | | | 293,607 | | | | | | 440,410 | | | | | | | | | | | | | | | | | | | | | |||||||
| | | | | | 1/14/2013 | | | | | | | | | | | | | | | | | | | | | | | | 285,000 | | | | | | 486,609 | | | |||||||||||||
| Peter S. Lawrence | | | | | N/A | | | | | | — | | | | | | 186,264 | | | | | | 279,397 | | | | | | | | | | | | | | | |||||||||||||
| | | | | | 1/14/2013 | | | | | | | | | | | | | | | | | | | | | | | | 123,500 | | | | | | 210,864 | | | |||||||||||||
| Dr. Brian Schwartz | | | | | N/A | | | | | | — | | | | | | 158,542 | | | | | | 237,814 | | | | | | | | | | | | | | | |||||||||||||
| | | | | | 1/14/2013 | | | | | | | | | | | | | | | | | | | | | | | | 85,500 | | | | | | 145,983 | | | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) (1) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested(2) | ||||||||||||||||||||||||||
Paolo Pucci(3) | 500,000 | $ | 3.95 | 6/9/2018 | ||||||||||||||||||||||||||||
112,500 | 112,500 | 3.42 | 1/21/2020 | |||||||||||||||||||||||||||||
75,000 | 25,000 | 4.14 | 7/15/2020 | |||||||||||||||||||||||||||||
75,000 | 225,000 | 6.70 | 1/24/2021 | |||||||||||||||||||||||||||||
315,000 | 7.95 | 2/1/2022 | ||||||||||||||||||||||||||||||
16,875 | $ | 59,738 | ||||||||||||||||||||||||||||||
390,000 | $ | 1,614,600 | ||||||||||||||||||||||||||||||
Peter S. Lawrence | 300,000 | 6.20 | 4/13/2016 | |||||||||||||||||||||||||||||
50,000 | 6.16 | 1/16/2017 | ||||||||||||||||||||||||||||||
100,000 | 7.56 | 10/4/2017 | ||||||||||||||||||||||||||||||
200,000 | 4.75 | 1/17/2018 | ||||||||||||||||||||||||||||||
65,000 | 65,000 | 3.42 | 1/21/2020 | |||||||||||||||||||||||||||||
32,500 | 97,500 | 6.70 | 1/24/2021 | |||||||||||||||||||||||||||||
6,250 | 18,750 | 6.70 | 1/24/2021 | |||||||||||||||||||||||||||||
147,750 | 7.95 | 2/1/2022 | ||||||||||||||||||||||||||||||
18,750 | $ | 66,375 | ||||||||||||||||||||||||||||||
Dr. Brian Schwartz | 200,000 | 3.62 | 7/14/2018 | |||||||||||||||||||||||||||||
45,000 | 45,000 | 3.42 | 1/21/2020 | |||||||||||||||||||||||||||||
22,500 | 67,500 | 6.70 | 1/24/2021 | |||||||||||||||||||||||||||||
12,500 | 37,500 | 6.70 | 1/24/2021 | |||||||||||||||||||||||||||||
109,500 | 7.95 | 2/1/2022 | ||||||||||||||||||||||||||||||
2,925 | $ | 10,355 | ||||||||||||||||||||||||||||||
50,000 | $ | 375,000 | ||||||||||||||||||||||||||||||
Dr. Thomas C. K. Chan(4) | 50,000 | 6.93 | 12/31/2013 | |||||||||||||||||||||||||||||
50,000 | 6.16 | 12/31/2013 | ||||||||||||||||||||||||||||||
50,000 | 4.75 | 12/31/2013 | ||||||||||||||||||||||||||||||
100,000 | 2.86 | 12/31/2013 | ||||||||||||||||||||||||||||||
45,000 | 3.42 | 12/31/2013 | ||||||||||||||||||||||||||||||
22,500 | 6.70 | 12/31/2013 | ||||||||||||||||||||||||||||||
12,500 | 6.70 | 12/31/2013 |
| | | | Option Awards | | | | | Stock Awards | | ||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | | | Number of Securities Underlying Unexercised Options (#) (1) Exercisable | | | Number of Securities Underlying Unexercised Options (#) (1) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights that Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights that Have Not Vested(2) | | ||||||||||||||||||||||||
| Paolo Pucci | | | | | 500,000 | (3) | | | | | | | | | | | $ | 3.95 | | | | | | 6/9/2018 | | | | | | | | | | | | | | | |||||
| | | | | | 168,750 | | | | | | 56,250 | | | | | | 3.42 | | | | | | 1/21/2020 | | | | | | | | | | | | | | | ||||||
| | | | | | 100,000 | | | | | | | | | | | | 4.14 | | | | | | 7/15/2020 | | | | | | | | | | | | | | | ||||||
| | | | | | 150,000 | | | | | | 150,000 | | | | | | 6.70 | | | | | | 1/24/2021 | | | | | | | | | | | | | | | ||||||
| | | | | | 78,750 | | | | | | 236,250 | | | | | | 7.95 | | | | | | 2/1/2022 | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | 285,000 | | | | | | 2.51 | | | | | | 1/14/2023 | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 390,000(4 | ) | | | | | $ | 1,614,600 | | | |||||
| Peter S. Lawrence | | | | | 300,000 | | | | | | | | | | | | 6.20 | | | | | | 4/13/2016 | | | | | | | | | | | | | | | ||||||
| | | | | | 50,000 | | | | | | | | | | | | 6.16 | | | | | | 1/16/2017 | | | | | | | | | | | | | | | ||||||
| | | | | | 100,000 | | | | | | | | | | | | 7.56 | | | | | | 10/4/2017 | | | | | | | | | | | | | | | ||||||
| | | | | | 200,000 | | | | | | | | | | | | 4.75 | | | | | | 1/17/2018 | | | | | | | | | | | | | | | ||||||
| | | | | | 97,500 | | | | | | 32,500 | | | | | | 3.42 | | | | | | 1/21/2020 | | | | | | | | | | | | | | | ||||||
| | | | | | 65,000 | | | | | | 65,000 | | | | | | 6.70 | | | | | | 1/24/2021 | | | | | | | | | | | | | | | ||||||
| | | | | | 12,500 | | | | | | 12,500 | | | | | | 6.70 | | | | | | 1/24/2021 | | | | | | | | | | | | | | | ||||||
| | | | | | 36,937 | | | | | | 110,813 | | | | | | 7.95 | | | | | | 2/1/2022 | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | 123,500 | | | | | | 2.51 | | | | | | 1/14/2023 | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,000(5 | ) | | | | | $ | 62,750 | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 125,000(6 | ) | | | | | $ | 307,500 | | | |||||
| Dr. Brian Schwartz | | | | | 200,000 | | | | | | | | | | | | 3.62 | | | | | | 7/14/2018 | | | | | | | | | | | | | | | ||||||
| | | | | | 67,500 | | | | | | 22,500 | | | | | | 3.42 | | | | | | 1/21/2020 | | | | | | | | | | | | | | | ||||||
| | | | | | 45,000 | | | | | | 45,000 | | | | | | 6.70 | | | | | | 1/24/2021 | | | | | | | | | | | | | | | ||||||
| | | | | | 25,000 | | | | | | 25,000 | | | | | | 6.70 | | | | | | 1/24/2021 | | | | | | | | | | | | | | | ||||||
| | | | | | 27,375 | | | | | | 82,125 | | | | | | 7.95 | | | | | | 2/1/2022 | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | 85,500 | | | | | | 2.51 | | | | | | 1/14/2023 | | | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50,000(7 | ) | | | | | $ | 375,000 | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,000(8 | ) | | | | | $ | 75,300 | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 120,000(7 | ) | | | | | $ | 295,200 | | | |||||
| | | | | | | | | | | | | | | | | | | | |
In accordance with an amendment to Mr. Pucci’s employment agreement dated as of July 15, 2010, Mr. Pucci was
Company’s products and 90,000 units that vest only after satisfaction of the development target and a performance target based on the average price of the Company’s Common Stock; providedStock.
Option Awards | Stock Awards | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Acquired on Exercise | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) (1) | ||||||||||||||||||
Paolo Pucci | — | — | 16,875 | $ | 118,463 | |||||||||||||||||
Peter S. Lawrence | — | — | 18,750 | 131,625 | ||||||||||||||||||
Dr. Brian Schwartz | — | — | 2,925 | 20,534 | ||||||||||||||||||
Dr. Thomas C. K. Chan | — | — | 5,000 | 35,100 |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | | | Number of Securities Acquired on Exercise | | | Value Realized Upon Exercise ($) | | | Number of Shares Acquired on Vesting | | | Value Realized on Vesting ($) (1) | | ||||||||||||||||
| Paolo Pucci | | | | | — | | | | | | — | | | | | | 16,875 | | | | | $ | 42,863 | | | ||||
| Peter S. Lawrence | | | | | — | | | | | | — | | | | | | 18,750 | | | | | | 47,625 | | | ||||
| Dr. Brian Schwartz | | | | | — | | | | | | — | | | | | | 2,925 | | | | | | 7,430 | | | ||||
| | | | | | | | | | | | | | |
Employment Agreement with Paolo Pucci
Name | Cash Payment(1) ($) | Equity Acceleration(2) ($) | Benefits and Perquisites(3) ($) | Total ($) | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Paolo Pucci | $ | 1,553,820 | — | $ | 24,363 | $ | 1,578,183 | |||||||||||||||
Peter S. Lawrence | 579,489 | — | 24,382 | 603,871 | ||||||||||||||||||
Dr. Brian Schwartz | 499,516 | — | 24,382 | 523,898 |
| Name | | | Cash Payment(1) ($) | | | Equity Acceleration(2) ($) | | | Benefits and Perquisites(3) ($) | | | Total ($) | | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Paolo Pucci | | | | $ | 1,519,247 | | | | | | 838,500 | | | | | $ | 25,985 | | | | | $ | 2,383,732 | | | ||||
| Peter S. Lawrence | | | | | 600,186 | | | | | | 322,500 | | | | | | 25,985 | | | | | | 948,671 | | | ||||
| Dr. Brian Schwartz | | | | | 533,557 | | | | | | 430,000 | | | | | | 25,985 | | | | | | 989,542 | | | ||||
| | | | | | | | | | | | | | |
(a) | (b) | (c)(1) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 (excluding securities reflected in column (a)) | ||||||||||||||
Equity compensation plans approved by security holders | 7,157,458 | $ | 5.70 | 5,184,778 | |||||||||||||
Equity compensation plans not approved by security holders | — | — | — | ||||||||||||||
Total | 7,157,458 | $ | 5.70 | 5,184,778 |
| | | | (a) | | | (b) | | | (c)(1) | | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 (excluding securities reflected in column (a)) | | ||||||||||||
| Equity compensation plans approved by security holders | | | | | 7,502,814 | | | | | $ | 5.28 | | | | | | 3,162,103 | | | |||
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | 7,502,814 | | | | | $ | 5.28 | | | | | | 3,162,103 | | | |||
| | | | | | | | | | | |
Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20122013 for filing with the SEC.
2012 | 2011 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit Fees | $ | 479,000 | $ | 474,786 | ||||||||
Audit-Related Fees | — | — | ||||||||||
Tax Fees | — | — | ||||||||||
All Other Fees | — | — | ||||||||||
Total | $ | 479,000 | $ | 474,000 |
2012.
| | | | 2013 | | | 2012 | | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Audit Fees | | | | $ | 430,000 | | | | | $ | 479,000 | | | ||
| Audit-Related Fees | | | | | — | | | | | | — | | | ||
| Tax Fees | | | | | — | | | | | | — | | | ||
| All Other Fees | | | | | — | | | | | | — | | | ||
| Total | | | | $ | 430,000 | | | | | $ | 479,000 | | | ||
| | | | | | | |
December 2013.
2012.
If you submit a proxy without direction as to a vote on this matter, your proxy will be treated as a vote “FOR” this proposal. Abstentions will have no effect on this proposal.
2013.
Stock as of March 28, 2014.
Name | Common Stock Owned | Options to Purchase Common Stock | Total Stock and Stock-based Holdings | Percent of Class | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
BlackRock, Inc.(1) | 5,305,108 | — | 5,305,108 | 8.51 | % | |||||||||||||||||
55 East 52nd Street New York, NY 10055 | ||||||||||||||||||||||
First Eagle Investment Management, LLC(2) | 4,539,651 | — | 4,539,651 | 7.28 | % | |||||||||||||||||
1345 Avenue of the Americas New York, NY 10105 | ||||||||||||||||||||||
The Vanguard Group, Inc.(3) | 3,487,378 | — | 3,487,378 | 5.59 | % | |||||||||||||||||
100 Vanguard Blvd. Malvern, PA 19355 | ||||||||||||||||||||||
Pfizer Inc(4) | 3,273,679 | — | 3,273,679 | 5.23 | % | |||||||||||||||||
235 East 42nd Street New York, New York 10017 | ||||||||||||||||||||||
FMR LLC(5) | 3,269,804 | — | 3,269,804 | 5.25 | % | |||||||||||||||||
82 Devonshire Street, Boston, MA 02109 |
| Name | | | Common Stock Owned | | | Options to Purchase Common Stock | | | Total Stock and Stock-based Holdings | | | Percent of Class | | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 | | | | | 6,271,758 | | | | | | — | | | | | | 6,271,758 | | | | | | 10.00 | % | | | |||
| OrbiMed Advisors LLC(2) OrbiMed Capital LLC 601 Lexington Avenue 54th Floor New York, NY 10022 | | | | | 5,702,000 | | | | | | — | | | | | | 5,702,000 | | | | | | 9.09 | % | | | |||
| 1Globe Capital LLC(3) 245 First Street Riverview II, 18th Floor Cambridge, MA 02142 | | | | | 4,008,664 | | | | | | — | | | | | | 4,008,664 | | | | | | 6.39 | % | | | |||
| Pfizer Inc(4) 235 East 42nd Street New York, New York 10017 | | | | | 3,273,679 | | | | | | — | | | | | | 3,273,679 | | | | | | 6.07 | % | | | |||
| | | | | | | | | | | | | | |
The following table and footnotes set forth certain information regarding the beneficial ownership of the Company’s Common Stock as of March 29, 201328, 2014 by (i) our directors, (ii) our named executive officers, and (iii) all directors and executive officers as a group. Shares of Common Stock underlying options include shares for which options are currently exercisable or will become exercisable within 60 days after March 29, 2013.28, 2014. Those options are deemed to be outstanding for computing the percentage of the person or group holding such options, but are not deemed outstanding for computing the percentage of any other person or group.
Directors and Executive Officers(1) | Common Stock Owned | Options to Purchase Common Stock | Total Stock and Stock-based Holdings | Percent of Class | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Timothy C. Barabe(2) | 52,570 | 100,000 | 152,570 | * | ||||||||||||||||||
Susan L. Kelley | — | 50,000 | 50,000 | * | ||||||||||||||||||
Ronald M. Lindsay | 20,000 | 95,000 | 115,000 | * | ||||||||||||||||||
Michael D. Loberg | 80,364 | 95,000 | 175,364 | * | ||||||||||||||||||
William G. Messenger | 1,500 | 100,000 | 101,500 | * | ||||||||||||||||||
Patrick J. Zenner | 35,300 | 150,000 | 185,300 | * | ||||||||||||||||||
Thomas C. K. Chan | 16,994 | 330,000 | 346,994 | * | ||||||||||||||||||
Peter S. Lawrence | 63,857 | 861,937 | 925,794 | 1.5 | % | |||||||||||||||||
Paolo Pucci | 235,419 | 972,500 | 1,207,919 | 1.9 | % | |||||||||||||||||
Brian Schwartz | 38,057 | 364,875 | 402,932 | * | ||||||||||||||||||
Directors and executive officers as a group (10 persons) | 544,061 | 3,119,312 | 3,663,373 | 5.9 | % |
| Directors and Executive Officers(1) | | | Common Stock Owned | | | Options to Purchase Common Stock | | | Total Stock and Stock-based Holdings | | | Percent of Class | | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Timothy C. Barabe(2) | | | | | 67,997 | | | | | | 110,000 | | | | | | 177,997 | | | | | | * | | | ||||
| Susan L. Kelley | | | | | — | | | | | | 75,000 | | | | | | 75,000 | | | | | | * | | | ||||
| Ronald M. Lindsay | | | | | 20,000 | | | | | | 110,000 | | | | | | 130,000 | | | | | | * | | | ||||
| Michael D. Loberg | | | | | 92,094 | | | | | | 110,000 | | | | | | 202,094 | | | | | | * | | | ||||
| William G. Messenger | | | | | 1,500 | | | | | | 115,000 | | | | | | 116,500 | | | | | | * | | | ||||
| Patrick J. Zenner | | | | | 40,015 | | | | | | 170,000 | | | | | | 210,015 | | | | | | * | | | ||||
| Peter S. Lawrence | | | | | 67,422 | | | | | | 1,001,000 | | | | | | 1,068,422 | | | | | | 1.7 | % | | | |||
| Paolo Pucci | | | | | 254,540 | | | | | | 1,278,750 | | | | | | 1,533,290 | | | | | | 2.4 | % | | | |||
| Brian Schwartz | | | | | 42,710 | | | | | | 471,125 | | | | | | 513,835 | | | | | | * | | | ||||
| Directors and executive officers as a group (10 persons) | | | | | 586,278 | | | | | | 3,440,875 | | | | | | 4,027,153 | | | | | | 6.4 | % | | | |||
| | | | | | | | | | | | | | |
requirements except in two instances where due to administrative errors by the Company, Form 4 filings for Timothy C. Barabe and Michael. D. Loberg were filed late.