EXECUTIVE COMPENSATION
The following is a discussion and analysis of compensation arrangements of our named executive officers, or NEOs. This discussion contains forward‑lookingforward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion. As an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012,a “smaller reporting company,” we are not required to include a Compensation Discussion and Analysis section and have elected to comply generally with the scaled disclosure requirements applicable to emerging growthsmaller reporting companies.
Our Compensation Committee, appointed by our Board of Directors, is responsible for establishing, implementing and monitoring our compensation philosophy and objectives. Our compensation philosophy strives to align the interests of our employees and board members with those of our stockholders. As part of this philosophy, we emphasize equity over cash compensation. Compensation of our executives has three basic components: base salary, cash bonus based primarily on achievement of corporate goals, and stock award consisting of stock options and restricted stock units.units (RSUs). We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive.
Our NEOs for fiscal year 20162019 were as follows: Neil F. McFarlane, Vijay Shreedhar, Ph.D., Christopher B. Prentiss, and Gregory T. Went, Ph.D., Rajiv Patni, M.D., Our NEOs each transitioned into Adamas or into new roles as follows:
•Mr. McFarlane joined Adamas as our new Chief Executive Officer as of September 16, 2019;
•Dr. Went separated from Adamas as Chief Executive Officer upon Mr. McFarlane’s appointment as CEO and Jennifer Rhodes.continues to serve as a consultant to Adamas;
2016 •Dr. Shreedhar joined Adamas as our Chief Commercial Officer on May 29, 2019; and
•Mr. Prentiss was promoted from Chief Accounting Officer to Chief Financial Officer effective as of November 1, 2019.
Summary Compensation Table
The following table shows information regarding the compensation of our NEOs for services performed in the fiscal years ended December 31, 2019, and with respect to Dr. Went for the fiscal year ended December 31, 2016.2018. None of the NEOs other than Dr. Went were NEOs in 2018 and thus compensation is not presented.
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Name and Principal Position | | Year | | Salary ($) | | Bonus ($)(1) | | Non-Equity Incentive Plan Compensation ($)(2) | | Stock Awards ($)(3) | | Option Awards ($)(4) | | All Other Compensation ($) | | Total ($) |
Neil F. McFarlane(5) | | 2019 | | 182,292 | | | — | | | 125,200 | | | 781,250 | | | 957,325 | | | 34,575 | | | 2,080,642 | |
Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | |
Vijay Shreedhar, Ph.D.(6) | | 2019 | | 252,344 | | | — | | | 130,200 | | | 321,063 | | | 397,513 | | | 128,974 | | | 1,230,094 | |
Chief Commercial Officer | | | | | | | | | | | | | | | | | | | | | | |
Christopher B. Prentiss(7) | | 2019 | | 358,333 | | | — | | | 184,000 | | | 245,188 | | | 298,980 | | | 7,140 | | | 1,093,641 | |
Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | |
Gregory T. Went, Ph.D.(8) | | 2019 | | 391,667 | | | — | | | 246,411 | | | 383,063 | | | 478,125 | | | 1,223,451 | | | 2,722,717 | |
Former Chief Executive Officer | | 2018 | | 550,000 | | | 260,200 | | | — | | | 529,238 | | | 2,013,363 | | | 6,322 | | | 3,359,123 | |
(1)The amount in this column reflects bonus earned by Dr. Went in 2018, pursuant to Adamas’ 2018 Cash Bonus Program and paid in 2019.
(2)The amounts in this column reflect bonuses earned by the employee in 2019, pursuant to Adamas’ 2019 Cash Short-Term Incentive Program and paid in 2020.
(3)The amounts in this column reflect the grant date fair value of the RSUs granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 13 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.
(4)The amounts in this column reflect the aggregate grant date fair value of the stock option awards granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 13 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.
(5)Mr. McFarlane joined Adamas on September 16, 2019, at an annual base salary of $625,000. The “All Other Compensation” amount for Mr. McFarlane includes $21,407 for commute benefits, and $11,043 for tax gross-ups.
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Name and Principal Position | | Year | | Salary ($) | | Bonus ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | All Other Compensation ($)(4) | | Total ($) |
Gregory T. Went, Ph.D. | | 2016 | | 450,000 |
| | 250,000 |
| | 392,725 |
| | 1,476,617 |
| | 690 |
| | 2,570,032 |
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Chief Executive Officer | | 2015 | | 425,000 |
| | 345,000 |
| | — |
| | 823,118 |
| | 1,035 |
| | 1,594,153 |
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Jennifer Rhodes(5) | | 2016 | | 246,311 |
| | 82,215 |
| | 232,212 |
| | 894,535 |
| | — |
| | 1,455,273 |
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Chief Business Officer, General Counsel, Chief Compliance Officer & Corporate Secretary | |
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Rajiv Patni, M.D.(6) | | 2016 | | 381,380 |
| | 169,333 |
| | 102,450 |
| | 385,205 |
| | 690 |
| | 1,039,058 |
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Chief Medical Officer | | 2015 | | 211,779 |
| | 102,082 |
| | — |
| | 1,473,180 |
| | 690 |
| | 1,787,731 |
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(6)Dr. Shreedhar joined Adamas on May 29, 2019, at an annual base salary of $425,000. The “All Other Compensation” amount for Dr. Shreedhar includes $62,500 for a relocation allowance, $34,714 for commute benefits, and $24,762 for tax gross-ups. | |
(1) | The amounts in this column reflect bonuses earned by the employee in 2016 and 2015 pursuant to the Company’s Cash Bonus Program and Transaction Bonus Plan paid in 2017 and 2016, respectively. |
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(2) | The amounts in this column reflect the grant date fair value of the restricted stock units granted during 2016, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 11 to our financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2016. We began granting restricted stock units in 2016. |
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(3) | The amounts in this column reflect the aggregate grant date fair value of the stock option awards granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 11 to our financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2016. |
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(4) | The amounts in this column reflect the net premiums we paid on behalf of the employee for life insurance, short‑term and long‑term disability insurance. |
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(5) | Ms. Rhodes joined the Company on April 7, 2016. |
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(6) | Dr. Patni joined the Company on June 8, 2015. |
(7)Mr. Prentiss was promoted to Chief Financial Officer of Adamas on November 1, 2019, at an annual base salary of $400,000.
(8)Dr. Went separated from Adamas on September 16, 2019. The “All Other Compensation” amount in 2019 for Dr. Went includes $852,500 for severance in satisfaction of any obligations under our executive severance plan, $172,430 in consulting fees pursuant to his Separation and Consulting Agreement, $133,269 of accrued paid time off paid upon termination, $25,220 for payment of attorney fees, $11,894 for sales incentive award program benefits, and $10,874 for a tax gross-up paid on the sales incentive award program benefits.
Executive Compensation Narrative
For 2016,2019, the principal components of the Company’sAdamas’ executive compensation program consisted of base salary, annual performance cash bonus,incentives, equity incentive awards, and in the case of Dr. Went in connection with his separation from Adamas, payments in satisfaction of any obligations under our executive severance plan and a Separation and Consulting Agreement. A significant portion of target total direct compensation for our NEOs is structured in the form of “at-risk” compensation for the annual performance cash incentives and equity incentives.
incentive awards, with the cash performance payouts and equity incentive award values dependent upon our company performance. Equity compensation has historically been granted in the form of stock options and RSUs. Adamas considers stock options and RSUs to be “at risk” because the realized value is dependent upon our share price. The degree to which our total rewards are “at risk” aligns our executives’ interests with those of our stockholders for near and long-term performance.
Offer lettersLetters
We currently do not have employment agreements with any of our executive officers. AllEach of our executive officers are employed on an “at will” basis, with no fixed term of employment, pursuant to the terms of their respective offer letters. Certain material terms of each executive officer’s employment isare described below. Each offer letter also contains standard terms related to paid time off and participation in our employee benefit plans, and in addition, requires execution of our form of confidential information and proprietary information agreement.
Gregory T. Went, Ph.D.Neil F. McFarlane. For 2016, Dr. Went’s2019, Mr. McFarlane’s annual base salary was $450,000, which$625,000, and prorated for the months of service was increased to $517,500, effective as of January 1, 2017.$182,292. Under our cash bonusshort-term incentive program, Dr. WentMr. McFarlane is eligible to receive aan annual target bonuscash short-term incentive of 50%60% of his annual base salary, which was increasedpro-rated for 2019. In addition, pursuant to 55%, effectivethe terms of his offer letter, Mr. McFarlane received a stock option to acquire 250,000 shares of our common stock and an RSU to acquire 125,000 shares of our common stock, in each case vesting over four years, and will receive a second equity grant in an amount to be determined by the Board as part of the annual review process, to be no less than a stock option to acquire 100,000 shares of our common stock and an RSU to acquire 50,000 shares of our common stock, in each case vesting over four years. In March 2020, this annual equity grant was approved by the Board in the amount of a stock option to acquire 200,000 shares of our common stock and an RSU to acquire 100,000 shares of our common stock. Further, Mr. McFarlane will receive a relocation allowance of $350,000 to be paid in two installments; commute expenses for 18 months with gross-up payments related to the tax impact of this benefit; and payment of attorney fees of $2,125 for review and advice regarding his offer letter. Regarding the relocation allowance, the first installment of $150,000 was paid in January 1, 2017.2020 (therefore not included in the Summary Compensation Table above as 2019 compensation but will be included next year as 2020 Other Income) and will be earned at the time of Mr. McFarlane’s relocation to the San Francisco Bay Area and the second installment of $200,000 will be paid at the time of Mr. McFarlane’s relocation and earned after two years of employment. Additionally, Mr. McFarlane received commute benefits of $21,407 in 2019 and tax gross-ups related to the commute benefits of $11,043. The above compensation was designed to attract Mr. McFarlane to Adamas, to provide competitive compensation, and to consider the pay he would have earned in his prior role.
Rajiv Patni, M.D.Vijay Shreedhar, Ph.D. For 2016,2019, Dr. Patni’sShreedhar’s annual base salary was $381,380, which$425,000, and prorated for the months of service was increased to $400,000, effective as of January 1, 2017.$252,344. Under our cash bonusshort-term incentive program, Dr. PatniShreedhar is eligible to receive an annual target cash short-term incentive of 45% of his annual base salary, which was pro-rated for 2019. In addition, pursuant to the terms of his offer letter, Dr. Shreedhar received a stock option to acquire 137,500 shares of our common stock and an RSU to acquire 68,750 shares of our common stock, in each case vesting over four years; will receive a relocation allowance of $250,000 to be paid in two installments; and commute expenses for 12 months with gross-up payments related to the tax impact of this benefit. Regarding the relocation allowance, the first installment of $62,500 was paid in 2019 and will be earned at the time of Dr. Shreedhar’s relocation to the San Francisco Bay Area and the
second installment of $187,500 will be paid at the time of Dr. Shreedhar’s home sale and earned after two years of employment. Additionally, Dr. Shreedhar received commute benefits of $34,714 and tax gross-ups related to the commute benefits of $24,762.
Christopher B. Prentiss. For 2019, Mr. Prentiss earned a base salary at an annual rate of $350,000 through October 2019 as our Chief Accounting Officer prior to his transition as Chief Financial Officer in November 2019, at which time his base salary was increased to an annual rate of $400,000. Under our cash short-term incentive program, Mr. Prentiss is eligible to receive an annual target bonuscash short-term incentive of 40% of his annual base salary.
Jennifer Rhodes.Gregory T. Went, Ph.D. For 2016, Ms. Rhodes’2019, Dr. Went’s annual base salary was $335,000, which was pro-rated based upon her employment commencement date. Ms. Rhodes’ annual base salary was increased to $400,000, effective as of January 1, 2017.$550,000. Under our cash bonusshort-term incentive program, Ms. Rhodes isprior to his termination of employment, Dr. Went was eligible to receive aan annual target bonuscash short-term incentive of 30%55% of herhis annual base salary, which wassalary. Upon Dr. Went’s separation from Adamas in September 2019, Adamas provided Dr. Went with severance of $852,500 and COBRA continuation for up to twelve months, in satisfaction of any obligations under our executive severance plan. The terms of our executive severance plan are set forth under “Executive Severance Plan” below. Dr. Went also received a 2019 bonus pursuant to his Separation and Consulting Agreement, paid in 2020, equal to his annual target cash short-term incentive of up to 55%, pro-rated for his partial year of employment in 2019, in the amount of $246,411, as determined by the Compensation Committee based upon her employment commencement dateon its determination of the percentage achievement of Adamas’ corporate goals during 2019. In addition, pursuant to his Separation and Consulting Agreement, Dr. Went will receive consulting compensation at the rate of $425,000 per year through December 31, 2021, unless extended by Adamas through December 31, 2022, continued vesting of equity grants received as an employee and is eligible for 2016,the receipt of additional equity grants in the discretion of the Compensation Committee, and which was increasedpayment of attorney fees of $25,220 for review and advice regarding his Separation and Consulting Agreement. Dr. Went also received non-cash compensation of $11,894 associated with attending a sales achievement event and tax gross-ups related to 40%, effective asthe event of January 1, 2017.$10,874.
Cash BonusShort-Term Incentive Program
ThePrior to 2019, the cash bonus program is a discretionary element of our compensation, subject to corporate achievement escalators, that links compensation to the achievement of corporate, project and individual goals. Each year, our Board of Directors approves the corporate goals and consults with the Compensation Committee to approve the other individual goals of the CEO and the other NEOs. Whether or not a bonus is paid for any year iswas solely within the discretion of the Board or Compensation Committee upon delegation by the Board. While the Compensation Committee linked compensation to the achievement of corporate, project and individual goals, they exercised broad discretion in determining the amount of cash bonuses. Accordingly, we dodid not consider thesethe bonuses in the Summary Compensation Table in 2018 to be “Non-Equity Incentive Plan Compensation” within the meaning of applicable SEC rules. In 2019, the Board of Directors established specific cash performance objectives based on company goals and assigned performance weighting to each objective relative to overall performance of the company to reflect prioritization of key objectives. In early 2020 the Compensation Committee reviewed Adamas’ performance against those objectives and determined that Adamas had achieved 115% of its objectives. Accordingly, all cash short-term incentive payments to our NEOs in 2020 were calculated as 115% of target amount, pro-rated for Mr. McFarlane and Dr. Shreedhar based on their length of service and for Dr. Went based on his time as Chief Executive Officer. Adamas must achieve a minimum level of performance for any funding into the cash short-term incentive program and at this time the maximum payout is 150% of target. Adamas believes the minimum threshold and maximum payout helps to manage risk and the overall cost of the program.
Stock and Option Awards
During 2016:Pursuant to our 2014 Equity Incentive Plan, in April 2019 the Compensation Committee as part of the annual review process, approved grants to: Mr. Prentiss consisting of a stock option to acquire 37,500 shares of our common stock and an RSU to acquire 18,750 shares of our common stock; and Dr. Went consisting of a stock option to acquire 112,500 shares of our common stock and an RSU to acquire 56,250 shares of our common stock. In addition, in November 2019, Mr. Prentiss received annualpromotional equity grants consisting of a stock option to acquire 172,50050,000 shares of our common stock and restricted stock unitsan RSU to acquire 28,75025,000 shares of our common stock. All stock pursuantoptions were granted with an exercise price per share equal to our 2014 Equity Incentive Plan; Ms. Rhodes received, when she joined our company,the fair market value of a stock option to acquire 67,500 sharesshare of our common stock on the date of grant. The stock options vest on a monthly basis over four years, and restricted stock units to acquire 11,250 shares of our common stock, pursuantthe RSUs vest on an annual basis over four years.
Pursuant to our 2016 Inducement Plan, Mr. McFarlane and furtherDr. Shreedhar received new hire equity grants consisting of a stock option to acquire 28,125 shares of our common stock, and restricted stock units to acquire 4,687 shares of our common stock, pursuant to our 2014 Equity Incentive Plan; and Dr. Patni received annual equity grants consisting of a stock option to acquire 45,000 shares of our common stock, and restricted stock units to acquire 7,500 shares of our common stock, pursuant to our 2014 Equity Incentive Plan.
Transaction Bonus Plan
Our Board of Directors adopted our Transaction Bonus Planas discussed above in 2012 to provide key employees with additional incentives in connection with our licensing agreement with Forest Laboratories, Inc., or Forest. Under the Transaction Bonus Plan, one percent of certain payments, or Covered Payments, that we received under the Forest license agreement are designated for award under the Transaction Bonus Plan, with aggregate payments not to exceed $1,600,000. Covered Payments include both the initial licensing payment as well as milestone payments, but do not include royalty or certain other payments pursuant to the Forest license agreement.
Employees have been selected to participate in the Transaction Bonus Plan by our Board of Directors upon recommendation of our Chief Executive Officer. From time to time, our Board of Directors have allocated some or all of the available pool among eligible participants, designated as either fixed dollar amounts or as an allocation of the total pool. A participant was eligible to receive an allocation with respect to that Covered Payment if he or she (a) remained employed with us through the date the Transaction Bonus was paid, and (b) if required by our Board of Directors, signed a general release of claims within the designated timeframe.
“Offer Letters” when they joined Adamas.
The final payment of bonuses under the Transaction Bonus Plan was made in 2016 and we do not expect to receive any additional Covered Payments from Forest, nor to make payments of future bonuses under the Transaction Bonus Plan.
2014 Equity Incentive Plan
Our Board of Directors adopted our 2014 Plan in February 2014, and our stockholders approved the 2014 Plan in March 2014. The 2014 Plan is the successor to our prior 2007 Plan. No further grants will be made under our 2007 Plan. Our 2014 Plan provides for the grant of ISOs to our employees and for the grant of NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of equity compensation to our employees, directors, and consultants.
2014 Employee Stock Purchase Plan
Our Board of Directors adopted the 2014 Employee Stock Purchase Plan, or ESPP, in February 2014, and our stockholders approved the ESPP in March 2014. The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code.
2016 Inducement Plan
In March 2016, a majority of our independent non‑employeenon-employee directors approved the Company’sAdamas’ 2016 Inducement Plan, or the 2016 Inducement Plan, pursuant to which we may grant stock awards for up to a total of 450,000 shares of common stock to new employees of Adamas. To support our growth plans associated with the Company. Inlaunch and commercialization of our first wholly-owned approved product, in each of January 2017, November 2017, March 2019 and February 2020, the 2016 Inducement Plan was approved for amendmentamended to increase the number of shares available for issuance by an additional 450,000 shares, for a total of 900,0001,800,000 additional shares, resulting in a total of 2,250,000 shares of common stock.
401(k) plan
We maintain a tax‑qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually. We havestock issuable under the ability to make matching and discretionary contributions to the 401(k) plan, but have not done so to date. Employee contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their own contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax‑qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not taxable to the employees until withdrawn or distributed from the 401(k) plan. 2016 Inducement Plan.
Pension benefitsBenefits
Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by the CompanyAdamas during 2016. The company2019. Adamas does not provide our named executive officers, or any other employee, a pension or retirement plan except as described above underour 401(k) plan.
Executive Severance Plan
Our Board of Directors adopted our Executive Severance Plan in 2014 to provide our executives with severance benefits in the event their employment with us terminates without cause or, in case of a termination of employment that occurs in connection with our undergoing a change in control, either without cause or for good reason. In March 2017, the Compensation Committee of the Board of Directors amended and restated the Executive Severance Plan.
To be eligible for benefits under our Amended and Restated Executive Severance Plan, the executive must hold the title of Vice President or above on the date of termination. To be considered to have occurred in connection with our undergoing a change in control, the termination (or resignation “for good reason”) must occur at or within 12 months after our consummating the change in control.
Benefits under the Amended and Restated Executive Severance Plan, other than in connection with a change in control, include both a cash portion, determined by reference to monthly base salary, and eligibility for group medical coverage (COBRA).
If the triggering termination or resignation “for good reason” occurs in connection with a change in control, benefits under the Amended and Restated Executive Severance Plan include a cash portion determined by reference to monthly base salary, annual target bonus, and a pro‑ratapro-rata target bonus; eligibility for COBRA; equity awards that were outstanding at the time of the change in control will become fully vested; and the post‑terminationpost-termination period to exercise options will be extended up to the earlier of 12 months after the termination or the expiration date of the option. The pro‑ratapro-rata target bonus payment shallwill be a pro‑ratapro-rata portion of the current fiscal year annual target bonus, calculated based on the number of full months worked in the fiscal year through the date of the change in control termination, assuming performance at target for all metrics.
The amount and timing of cash severance payments and the duration of COBRA coverage are determined by the executive’s title, and whether the termination is in connection with a change in control. If the termination is not in
connection with a change in control, cash severance is paid as salary continuation. If the termination is in connection with a change in control, cash severance, including monthly based pay, annual target bonus, and pro‑ratapro-rata target bonus is paid in a lump sum.
The following table sets forth the cash severance and COBRA benefits under our Amended and Restated Executive Severance Plan:
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| | Other than in connection with a change in control | | | | In connection with a change in control | | |
Title | | Cash Severance (multiple of monthly base pay) | | COBRA Period (number of months) | | Cash Severance (multiple of monthly salary plus annual target bonus in months)(1) | | COBRA Period (number of months) |
Chief Executive Officer | | 12 | | | 12 | | | 18 | | | 18 | |
Designated Executive Officer | | 12 | | | 12 | | | 12 | | | 12 | |
All other executives | | 9 | | | 9 | | | 12 | | | 12 | |
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(1) | Additionally includes pro‑rata target bonus, calculated as described above. |
(1)Additionally includes pro-rata target bonus, calculated as described above.
Under the Amended and Restated Executive Severance Plan, participants are eligible for severance benefits if we or our successor terminates the executive’s employment other than due to (i) commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against the Company;Adamas; (iii) intentional, material violation of any contract or agreement between the Participant and the CompanyAdamas or of any statutory duty owed to the Company;Adamas; (iv) unauthorized use or disclosure of the Company’sAdamas’ confidential information or trade secrets; (v) an act by the Participant which constitutes gross negligence, willful misconduct or insubordination in the course of employment; or (vi) the continued failure of the Participant to perform the essential duties and responsibilities of his or her position, after having received notice of the deficiencies and having had 30 days to cure such defects in performance. The determination that a termination of the employment of a Participant is either for Cause or without Cause will be made by the Company,Adamas, in its sole discretion.
Under the Amended and Restated Executive Severance Plan, participants are also eligible for severance benefits at or within 12 months following a change in control if the participant resigns for any of the following “good reasons”: (i) a decrease in a Participant’s base salary or target bonus by more than 10%, (ii) a material decrease in a Participant’s duties or responsibilities (but excluding a change in title or reporting relationship), (iii) a relocation of the Participant’s primary work location by more than 50 miles, or (iv) the Company’sAdamas’ failure to obtain an agreement from a successor to continue the Plan or to substitute for it a plan or other compensation arrangement that provides equivalent or greater benefits; provided, however, that to resign for Good Reason, a Participant must (1) provide written notice to the Company’sAdamas’ General Counsel within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for his or her resignation for Good Reason, (2) allow the CompanyAdamas at least 30 days from receipt of such written notice to cure such event,
and (3) if such event is not reasonably cured within such period, the Participant’s resignation from all positions he or she then holds with the CompanyAdamas is effective not later than 30 days after the expiration of the cure period.
To receive benefits under the Amended and Restated Executive Severance Plan, in addition to having a termination or resignation that qualifies for benefits, the executive will be required to execute a full release of claims in a form satisfactory to the Company,Adamas, within certain designated timeframes.
Nonqualified deferred compensationDeferred Compensation
Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan for the year ended December 31, 2016.2019.
Non-Employee Director Compensation
For non-employee director compensation see “Non-Employee Director Compensation” section above, which information is incorporated by reference here.
Outstanding equity awardsEquity Awards at December 31, 20162019
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| | | | Option Awards | | | | | | | | Stock Awards | | | |
| | Grant Date | | Number of Securities Underlying Unexercised Options | | | | 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) | |
Name | | | | Exercisable(1) | | Unexercisable | | | | | | | | | |
Neil F. McFarlane | | 9/16/2019 | | — | | | 250,000 | | (3) | | $ | 6.250 | | | 9/15/2029 | | 125,000 | | (4) | | $ | 473,750 | | |
Vijay Shreedhar, Ph.D. | | 6/7/2019 | | — | | | 137,500 | | (5) | | $ | 4.670 | | | 6/6/2029 | | 68,750 | | (6) | | $ | 260,563 | | |
Christopher B. Prentiss | | 4/30/2015 | | 35,000 | | | — | | | | $ | 17.270 | | | 4/29/2025 | | — | | | | — | | |
| | 3/4/2016 | | 17,577 | | | 1,173 | | (7) | | $ | 13.660 | | | 3/3/2026 | | 782 | | (8) | | $ | 2,964 | | |
| | 2/21/2017 | | 14,179 | | | 6,446 | | (7) | | $ | 17.200 | | | 2/20/2027 | | 1,719 | | (9) | | $ | 6,515 | | |
| | 10/6/2017 | | 8,437 | | | 6,563 | | (7) | | $ | 23.110 | | | 10/5/2027 | | 1,250 | | (10) | | $ | 4,738 | | |
| | 3/6/2018 | | 13,124 | | | 16,876 | | (7) | | $ | 25.660 | | | 3/5/2028 | | 3,750 | | (11) | | $ | 14,213 | | |
| | 12/27/2018 | | — | | | — | | | | — | | | — | | | 9,375 | | (12) | | $ | 35,531 | | |
| | 4/8/2019 | | 6,249 | | | 31,251 | | (7) | | $ | 6.810 | | | 4/7/2029 | | 18,750 | | (13) | | $ | 71,063 | | |
| | 11/7/2019 | | 1,041 | | | 48,959 | | (7) | | $ | 4.700 | | | 11/6/2029 | | 25,000 | | (14) | | $ | 94,750 | | |
Gregory T. Went, Ph.D.(15) | | 11/16/2011 | | 128,216 | | | — | | | | $ | 0.665 | | | 11/15/2021 | | — | | | | — | | |
| | 2/22/2012 | | 32,005 | | | — | | | | $ | 0.665 | | | 2/21/2022 | | — | | | | — | | |
| | 2/20/2014 | | 605,037 | | | — | | | | $ | 8.995 | | | 2/19/2024 | | — | | | | — | | |
| | 2/25/2015 | | 65,561 | | | — | | | | $ | 17.310 | | | 2/24/2025 | | — | | | | — | | |
| | 3/4/2016 | | 161,718 | | | 10,782 | | (7) | | $ | 13.660 | | | 3/3/2026 | | 7,188 | | (8) | | $ | 27,243 | | |
| | 2/21/2017 | | 95,389 | | | 43,361 | | (7) | | $ | 17.200 | | | 2/20/2027 | | 11,563 | | (9) | | $ | 43,824 | | |
| | 3/6/2018 | | 54,139 | | | 69,611 | | (7) | | $ | 25.660 | | | 3/5/2028 | | 15,469 | | (11) | | $ | 58,628 | | |
| | 4/8/2019 | | 18,750 | | | 93,750 | | (7) | | $ | 6.810 | | | 4/7/2029 | | 56,250 | | (13) | | $ | 213,188 | | |
(1)The options listed are fully vested. Vesting of all options is subject to continued service on the applicable vesting date.
(2)Value calculated based on the $3.79 closing price of Adamas Pharmaceuticals common stock on December 31, 2019, the last trading day of 2019.
(3)25% of the shares subject to this award vest on September 16, 2020, and an additional 1/48th vest per month in equal monthly installments thereafter through September 16, 2023.
(4)Represents RSUs, which have vested or will vest in four equal annual installments beginning on September 16, 2020.
(5)25% of the shares subject to this award vest on May 29, 2020, and an additional 1/48th vest per month in equal monthly installments thereafter through May 29, 2023.
(6)Represents RSUs, which have vested or will vest in four equal annual installments beginning on June 20, 2020.
(7)The shares subject to this award vest in equal monthly installments over a four-year period beginning on the monthly anniversary of the grant date.
(8)Represents RSUs, which have vested or will vest in four equal annual installments beginning on March 20, 2017.
(9)Represents RSUs, which have vested or will vest in four equal annual installments beginning on March 20, 2018.
(10)Represents RSUs, which have vested or will vest in four equal annual installments beginning on December 20, 2018.
(11)Represents RSUs, which have vested or will vest in four equal annual installments beginning on March 20, 2019.
(12)Represents RSUs, which vest according to the following schedule: 3,125 of the shares vest on January 20, 2020, and 6,250 of the shares vest on January 20, 2021.
(13)Represents RSUs, which have vested or will vest in four equal annual installments beginning on March 20, 2020.
(14)Represents RSUs, which have vested or will vest in four equal annual installments beginning on November 1, 2020.
(15)In accordance with Dr. Went’s Separation and Consulting Agreement, in the event Adamas does not extend his consulting period through the end of 2022, then Adamas will immediately accelerate on December 31, 2021, all unvested shares that would have otherwise vested through December 31, 2022.
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| | | | | | | | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| | Number of Securities Underlying Unexercised Options | | 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(13) |
Name | | Exercisable(1) | | Unexercisable | | | | |
Gregory T. Went, Ph.D. | | 128,216 |
| (2) | — |
| | $ | 0.665 |
| | 11/15/2021 | | — |
|
| — |
|
| | 32,005 |
| (3) | — |
| | $ | 0.665 |
| | 2/21/2022 | | — |
|
| — |
|
| | 605,037 |
| (4) | — |
| | $ | 8.995 |
| | 2/19/2024 | | — |
|
| — |
|
| | 30,079 |
| (5) | 35,482 |
| | $ | 17.310 |
| | 2/24/2025 | | — |
|
| — |
|
| | 32,343 |
| (6) | 140,157 |
| | $ | 13.660 |
| | 3/3/2026 | | 28,750 |
| (7) | $ | 485,875 |
|
Jennifer Rhodes | | — |
| (8) | 67,500 |
| | $ | 14.700 |
| | 5/5/2026 | | 11,250 |
| (9) | $ | 190,125 |
|
| | — |
| (10) | 28,125 |
| | $ | 14.260 |
| | 11/6/2026 | | 4,687 |
| (11) | $ | 79,210 |
|
Rajiv Patni, M.D. | | 44,999 |
| (12) | 75,001 |
| | $ | 19.140 |
| | 6/7/2025 | | — |
|
| — |
|
| | 8,437 |
| (6) | 36,563 |
| | $ | 13.660 |
| | 3/3/2026 | | 7,500 |
| (7) | $ | 126,750 |
|
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(1) | The options listed are fully vested or are subject to an early exercise right and may be exercised in full prior to vesting of the shares underlying such options. Vesting of all options is subject to continued service on the applicable vesting date. |
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(2) | This stock option award was granted on November 16, 2011. The shares subject to this option are fully vested. |
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(3) | This stock option award was granted on February 22, 2012. 97% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through February 1, 2017. |
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(4) | This stock option award was granted on February 20, 2014. 57% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through February 1, 2019. |
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(5) | This stock option award was granted on February 25, 2015. 46% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through February 1, 2019. |
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(6) | This stock option award was granted on March 4, 2016. 19% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through March 1, 2020. |
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(7) | Represents restricted stock units granted on March 4, 2016, which vest in four equal annual installments beginning on March 20, 2017. |
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(8) | This stock option award was granted on May 6, 2016. None of the shares subject to this option were vested as of December 31, 2016. All shares will vest according to the following schedule: 25% of the shares vest on April 7, 2017, and an additional 1/48th per month in equal monthly installments thereafter through April 7, 2020. |
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(9) | Represents restricted stock units granted on May 6, 2016, which vest in four equal annual installments beginning on June 20, 2017. |
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(10) | This stock option award was granted on November 7, 2016. None of the shares subject to this option were vested as of December 31, 2016. All shares will vest according to the following schedule: 25% of the shares vest on October 29, 2017, and an additional 1/48th per month in equal monthly installments thereafter through October 29, 2020. |
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(11) | Represents restricted stock units granted on November 7, 2016, which vest in four equal annual installments beginning on December 20, 2017. |
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(12) | This stock option award was granted on June 8, 2015. 37% of the shares subject to this option were vested as of December 31, 2016, and the remainder vest in approximately equal increments on a monthly basis thereafter through June 8, 2019. |
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(13) | Value calculated based on the $16.90 closing price of Adamas Pharmaceuticals’ common stock on December 30, 2016, which was the last trading day of 2016. |
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2016. 2019.
| | Plan Category | | Number of securities to be issued upon exercise of outstanding stock options and rights (a) | | Weighted-average exercise price of outstanding stock options and rights (b) | | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | Plan Category | | Number of securities to be issued upon exercise of outstanding stock options and rights (a) | | | Weighted-average exercise price of outstanding stock options and rights (b)(1) | | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |
Equity compensation plans approved by security holders(1) | | 5,367,619 |
| | $ | 9.49 |
| | 2,109,775 |
| (2)(3) | |
Equity compensation plans not approved by security holders(4) | | 115,938 |
| | 15.16 |
| | 334,062 |
| | |
Equity compensation plans approved by security holders(2) | | Equity compensation plans approved by security holders(2) | | 5,387,382 | | (3) | | $ | 9.81 | | | 3,303,556 | | (4)(5) |
Equity compensation plans not approved by security holders(6) | | Equity compensation plans not approved by security holders(6) | | 1,487,251 | | | 9.20 | | | 236,269 | | |
Total | | 5,483,557 |
| | $ | 9.60 |
| | 2,443,837 |
| | Total | | 6,874,633 | | | $ | 9.68 | | | 3,539,825 | | |
| |
(1) | The equity compensation plans approved by security holders are described in Notes 10 and 11 to our financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2016. |
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(2) | Includes 1,576,926 and 532,849 shares of common stock available for issuance under the 2014 Plan and the 2014 Employee Stock Purchase Plan (“ESPP”), respectively, as of December 31, 2016. As of February 15, 2017, a total of 532,849 shares remained available for future issuance under the Employee Stock Purchase Plan. (1)RSUs, unlike stock options, do not have exercise prices and are included in the number of shares to be issued upon exercise of outstanding equity awards. If the weighted average exercise price was calculated including only those awards that have a specified exercise price, the weighted average exercise price for plans approved by security holders would be $12.04 and the weighted average exercise price for plans not approved by security holders would be $12.14. (2)The equity compensation plans approved by security holders are described in Notes 12 and 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. (3)The maximum number of shares subject to purchase rights under the Employee Stock Purchase Plan is a function of stock price and total employee contributions. As such, the company cannot reasonably determine the number of shares subject to purchase rights as of February 15, 2017. |
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(3) | The reserve for shares available under the 2014 Plan automatically increase on January 1st each year, beginning in 2015, and for a period of up to 10 years, in an amount equal to 4% of the total number of shares of the Company’s capital stock outstanding on the last day of the preceding fiscal year, or a lesser number of shares as determined by the Board of Directors. The 2014 Plan is also subject to further increases for shares that were subject to outstanding options under the Company’s prior stock plans: the 2007 Plan and the 2002 Plan as of the effective time that thereafter expire, terminate, or otherwise are forfeited or reacquired. |
The 2014 Employee Stock Purchase Plan (“ESPP”) is a function of stock price and total employee contributions. As such, Adamas cannot reasonably determine the number of shares subject to purchase rights as of December 31, 2019, and so this number does not include shares issuable pursuant to rights outstanding under the ESPP.
(4)Includes 2,376,613 and 926,943 shares of common stock available for issuance under the 2014 Plan and the ESPP, respectively, as of December 31, 2019.
(5)The reserve for shares available under the 2014 Plan automatically increases on January 1st each year, beginning in 2015, and for a period of up to 10 years, in an amount equal to 4% of the total number of shares of Adamas’ capital stock outstanding on the last day of the preceding fiscal year, or a lesser number of shares as determined by the Board of Directors. The 2014 Plan is also subject to further increases for shares that were subject to outstanding options under Adamas’ prior stock plans: the 2007 Plan and the 2002 Plan as of the effective time that thereafter expire, terminate, or otherwise are forfeited or reacquired. The ESPP contains a similar “evergreen” provision. Beginning January 1, 2015, and continuing through and including January 1, 2024, the amount of common stock reserved for issuance under the ESPP will increase annually on that date by the lesser of (i) one percent (1%) of the total number of shares of common stock outstanding on such December 31, (ii) 520,000 shares of common stock, or (iii) a number of shares as determined by the Board of Directors prior to the beginning of each year, which shall be the lesser of (i) or (ii) above. The amounts set forth in the table do not include the shares added to the 2014 Plan and ESPP that occurred on January 1, 2020.
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(4) | Excludes the additional 450,000 shares of common stock issuable under the 2016 Inducement Plan, which increase was approved in January 2017, pursuant to NASDAQ Listing Rule 5635(c)(4). |
(6)In March 2016, our Board of Directors approved the 2016 Inducement Plan (the “Inducement Plan”) under which 450,000 shares of our common stock were made available for issuance. In each of January 2017, November 2017, March 2019, and February 2020, the 2016 Inducement Plan was amended, to increase the number of shares available for issuance by an additional 450,000 shares, for a total of 1,800,000 additional shares, resulting in a total of 2,250,000 shares of common stock issuable under the 2016 Inducement Plan. Options granted under the Inducement Plan may have terms of up to ten years. All options issued to date have had a ten year life. Consistent with the 2014 Plan, options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/48th per month thereafter. Restricted stock units granted vest at a rate of 25% per year over four years. The Inducement Plan was adopted by our Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the NASDAQNasdaq Listing Rules.
The amounts set forth in the table do not include the increase of 450,000 shares that occurred in February 2020.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our common stock as of February 15, 2017, by:
14, 2020, by (i) each of our named executive officers, (ii) each of our directors, and named executive officers;
(iii) all of our directors and executive officers as a group; and
(iv) each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock. Our calculation of the percentage of beneficial ownership is based on 28,012,844 shares of common stock outstanding as of February 14, 2020. Unless otherwise indicated, the address of each beneficial owner listed in the table below as owning more than 5% of our common stock is c/o Adamas Pharmaceuticals, Inc., 1900 Powell Street, Suite 1000, Emeryville, California 94608.
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within 60 days afterof February 15, 2017.14, 2020. Shares of our common stock issuable pursuant to stock options are deemed outstanding for computing the percentage of the person holding such options and the percentage of any group of which the person is a member but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Exchange Act.
Our calculation of the percentage of beneficial ownership is based on 22,208,185 shares of common stock outstanding as of February 15, 2017. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Adamas Pharmaceuticals, Inc., 1900 Powell Street, Suite 750, Emeryville, California 94608. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares indicated as beneficially owned.
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| | | | | | |
Name of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage of Shares Beneficially Owned |
5% Stockholders | | | | |
Entities affiliated with Mohr Davidow Ventures(1) | | 4,619,796 |
| | 20.8 | % |
FMR LLC(2) | | 2,733,981 |
| | 12.3 | % |
Great Point Partners, LLC(3) | | 2,601,351 |
| | 11.7 | % |
Bow Street, LLC(4) | | 1,307,220 |
| | 5.9 | % |
BlackRock, Inc.(5) | | 1,283,152 |
| | 5.8 | % |
Brenner West Capital Advisors, LP(6) | | 1,221,463 |
| | 5.5 | % |
Named Executive Officers and Directors | | | | |
Gregory T. Went, Ph.D.(7) | | 1,327,318 |
| | 5.8 | % |
Jennifer Rhodes(8) | | 16,875 |
| | * |
|
Rajiv Patni, M.D.(9) | | 69,061 |
| | * |
|
Michael F. Bigham | | — |
| | * |
|
Richard Booth(10) | | 94,778 |
| | * |
|
Martha J. Demski(11) | | 48,000 |
| | * |
|
William W. Ericson, J.D.(12) | | 4,668,796 |
| | 21.0 | % |
Ivan Lieberburg, M.D., Ph.D.(13) | | 161,000 |
| | * |
|
John MacPhee(14) | | 237,000 |
| | 1.1 | % |
David L. Mahoney(15) | | 156,781 |
| | * |
|
All executive officers and directors as a group (11 persons)(16) | | 6,922,003 |
| | 29.0 | % |
| | | | | | | | | | | | | | |
Name of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage of Shares Beneficially Owned |
5% Stockholders | | | | |
Entities affiliated with Mohr Davidow Ventures(1) | | 4,619,796 | | | 16.5 | % |
Stonepine Capital Management, LLC(2) | | 2,241,239 | | | 8.0 | % |
Armistice Capital, LLC(3) | | 2,196,000 | | | 7.8 | % |
Macquarie Investment Management(4) | | 2,167,416 | | | 7.7 | % |
BlackRock, Inc.(5) | | 1,735,309 | | | 6.2 | % |
Named Executive Officers and Directors | | | | |
William W. Ericson, J.D.(6) | | 4,708,796 | | | 16.8 | % |
Gregory T. Went, Ph.D.(7) | | 1,447,441 | | | 5.0 | % |
John MacPhee(8) | | 289,600 | | | 1.0 | % |
David L. Mahoney(9) | | 206,781 | | | * |
Ivan Lieberburg, M.D., Ph.D.(10) | | 201,000 | | | * |
Christopher B. Prentiss(11) | | 130,558 | | | * |
Martha J. Demski(12) | | 88,000 | | | * |
Michael F. Bigham(8) | | 55,000 | | | * |
Mardi C. Dier(8) | | 30,000 | | | * |
Vijay Shreedhar, Ph.D.(13) | | 2,500 | | | * |
Neil F. McFarlane | | — | | | * |
All executive officers and directors as a group (10 persons)(14) | | 5,712,235 | | | 19.7 | % |
*Represents holdings of less than 1% of the outstanding shares of common stock.
(1)Includes (i) 4,331,804 shares held of record by MDV VII, L.P. and (ii) 287,992 shares held of record by MDV IX, L.P. Each of MDV VII, L.P., MDV VII Leaders’ Fund, L.P., MDV ENF VII(A), L.P., MDV ENF VII(B), L.P., MDV IX, L.P., MDV ENF IX, L.P., Seventh MDV Partners, L.L.C., Ninth MDV Partners, L.L.C., Jonathan Feiber, Nancy Schoendorf, and William Ericson are members of a group and may be deemed to beneficially own these shares. William Ericson, a general partner with Mohr Davidow Ventures and a member of our Board of Directors, may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures. The address of these entities is 777 Mariners Island Blvd, Suite 550, San Mateo, CA 94404. The foregoing information is based solely on a Schedule 13D/A filed with the SEC on February 14, 2018, which provides information only as of June 1, 2017. Consequently, the beneficial ownership of these reporting persons may have changed between June 1, 2017, and February 14, 2020.
(2)Based solely on a Schedule 13G/A filed with the SEC by Stonepine Capital Management, LLC (“Stonepine”) on February 13, 2020. Reflects shares beneficially owned by Stonepine, Stonepine Capital, L.P., Jon M. Plexico, and Timothy P. Lynch (collectively the “Filers”). Each of the foregoing has sole voting power and shared dispositive power over all the shares, and disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein. The address of the Filers is 919 NW Bond Street, Suite 204, Bend, OR 97703.
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(1) | Includes (i) 4,331,804 shares held of record by MDV VII, L.P. and (ii) 287,992 shares held of record by MDV IX, L.P. Each of MDV VII, L.P., MDV VII Leaders’ Fund, L.P., MDV ENF VII(A), L.P., MDV ENF VII(B), L.P., MDV IX, L.P., MDV ENF IX, L.P., Seventh MDV Partners, L.L.C., Ninth MDV Partners, L.L.C., Jonathan Feiber, Nancy Schoendorf, and William Ericson are members of a group and may be deemed to beneficially own these shares. William Ericson, a general partner with Mohr Davidow Ventures and a member of our Board of Directors, may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures. The address of these entities is 777 Mariners Island Blvd, Suite 550, San Mateo, CA 94404. The foregoing information is based solely on a Schedule 13D/A filed with the SEC on February 10, 2017, which provides information only as of September 14, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between September 14, 2016, and February 15, 2017. |
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(2) | FMR LLC and Abigail Johnson, Director, Vice Chairman, Chief Executive Officer, and President of FMR LLC, have sole investment power over these shares. Select Biotechnology Portfolio has shared voting power over 1,823,733 of these shares. The address of these entities is 245 Summer Street, Boston, MA 02210. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016, and February 15, 2017. |
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(3) | Great Point Partners, LLC is the investment manager of funds that collectively hold these shares, and has shared voting and investment power over these shares. Dr. Jeffrey R. Jay, M.D. and Mr. David Kronin are the senior managing member and special managing member of Great Point Partners, LLC, respectively, and share voting and investment power over these shares. The address of these entities is 165 Mason Street, 3rd Floor, Greenwich, CT 06830. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2017, which provides information only as of July 29, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between July 29, 2016, and February 15, 2017.
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(4) | Bow Street, LLC is the investment manager of funds that collectively hold these shares. Mr. A. Akiva Katz and Mr. Howard Shainker are the Managing Partners of Bow Street, LLC, and share voting and investment power over these shares. The address of these entities is 1140 Avenue of the Americas, 9th Floor, New York, NY 10036. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 6, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016, and February 15, 2017. |
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(5) | BlackRock, Inc.has sole voting power over 1,262,836 of these shares, and sole investment power over all of these shares. The address of this entity is 55 East 52nd Street, New York, NY 10055. The foregoing information is based solely on a Schedule 13G filed with the SEC on January 30, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016, and February 15, 2017 |
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(6) | Includes 1,221,463 shares held of record by Brenner West Capital Advisors, LP. Mr. Craig Nerenberg and Mr. Josh Kaufman are the Managing Members of Brenner West Capital Advisors, LP, and share voting and investment power over these shares. The address of these entities is 500 Fifth Avenue, 41st Floor, New York, NY 10110. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016, and February 15, 2017 |
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(7) | Consists of (i) 195,392 shares held in a living trust for which Dr. Went and Marjorie Went are trustees, (ii) 160,000 shares held in irrevocable trusts for which Dr. Went and Marjorie Went are trustees for the benefit of their children, (iii) 117,458 shares held directly by Dr. Went and (iv) 854,468 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. |
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(8) | Consists solely of shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. |
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(9) | Consists solely of shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. |
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(10) | Consists of 45,778 shares held directly by Mr. Booth and 49,000 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. |
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(11) | Consists of 13,000 shares held by Martha J. Demski Trust U/D/T 10/1/1994, Martha J. Demski Trustee and 35,000 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. |
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(12) | Includes 49,000 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. William Ericson is a general partner with Mohr Davidow Ventures and may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures. Mr. Ericson disclaims beneficial ownership thereof except to the extent of his respective proportionate pecuniary interest in such shares. |
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(13) | Consists of (i) 16,000 shares held by Ivan Lieberburg and Janice Kirsch as Community Property with Right of Survivorship, over which Dr. Lieberburg shares voting and dispositive power, (ii) 48,000 shares held directly by Dr. Lieberburg, and (iii) 97,000 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. |
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(14) | Consists solely of shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. |
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(15) | Consists of (i) 23,821 shares held directly by Mr. Mahoney, (ii) 2,628 shares held by David L. Mahoney & Winnifred C. Ellis 1998 Family Trust, and (iii) 130,332 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017. |
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(16) | Consists of 622,077(3)Based solely on a Schedule 13G/A filed with the SEC by Armistice Capital, LLC (“Armistice”) on February 14, 2020. Reflects shares beneficially owned by Armistice, Armistice Capital Master Fund Ltd., and Steven Boyd. Each of the foregoing has shared voting power and shared dispositive power over all of the shares. The address of Armistice and Steven Boyd is 510 Madison Avenue, 7th Floor, New York, NY 10022. The address of Armistice Capital Master Fund Ltd. is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands. (4)Based solely on a Schedule 13G/A filed with the SEC by Macquarie Group Limited on February 13, 2020, on behalf of itself and Macquarie Bank Limited, Macquarie Investment Management Holdings Inc., Macquarie Investment Management Business Trust, Delaware Small Cap Core Fund, a series of Delaware Group Equity Funds IV, and Macquarie Investment Management Austria Kapitalanlage AG. Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust each has sole voting and sole dispositive power over 2,157,518 shares. Macquarie Investment Management Austria Kapitalanlage AG has sole voting and sole dispositive power over 3,388 shares. Macquarie Group Limited and Macquarie Bank Limited are each deemed to beneficially own all of the shares due to their ownership of the entities above. Delaware Small Cap Core Fund, a series of Delaware Group Equity Funds IV, has sole voting and investment power over 1,683,490 of these shares. The address of Macquarie Group Limited and Macquarie Bank Limited is 50 Martin Place, Sydney, New South Wales, Australia. The address of Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust is 2005 Market Street, Philadelphia, PA 19103. The address of Macquarie Investment Management Austria Kapitalanlage AG is L3, Kaerntner Strasse 28, Vienna C4 1010. (5)Based solely on a Schedule 13G/A filed with the SEC by BlackRock, Inc. (“BlackRock”) on February 5, 2020. BlackRock has sole voting power over 1,695,808 of these shares, and sole dispositive power over all of these shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. (6)Includes 89,000 shares issuable pursuant to options that are vested as of, or will vest within 60 days of February 14, 2020. Also includes the shares held by Entities affiliated with Mohr Davidow Ventures. William Ericson is a general partner with Mohr Davidow Ventures and may be deemed to indirectly beneficially own the shares affiliated with Mohr Davidow Ventures. Mr. Ericson disclaims beneficial ownership thereof except to the extent of his respective proportionate pecuniary interest in such shares. (7)Based solely on a Schedule 13G/A filed with the SEC by Dr. Went on February 14, 2020, reflecting beneficial ownership as of December 31, 2019. Includes 1,183,628 shares subject to options exercisable within 60 days of December 31, 2019 and 51,650 shares held By Trust. (8)Consists solely of shares issuable pursuant to options that are vested as of, or will vest within 60 days of February 14, 2020. (9)Consists of (i) 57,153 shares held directly by Mr. Mahoney, (ii) 2,628 shares held by David L. Mahoney & Winnifred C. Ellis 1998 Family Trust, and (iii) 147,000 shares issuable pursuant to options that are vested as of, or will vest within 60 days of February 14, 2020. (10)Consists of (i) 16,000 shares held by Ivan Lieberburg and Janice Kirsch as Community Property with Right of Survivorship, over which Dr. Lieberburg shares voting and dispositive power, (ii) 48,000 shares held directly by Dr. Lieberburg, and (iii) 137,000 shares issuable pursuant to options that are vested as of, or will vest within 60 days of February 14, 2020. (11)Consists of 13,439 shares held directly by Mr. Prentiss and 117,119 shares issuable pursuant to options and RSUs that are vested as of, or will vest within 60 days of February 14, 2020 (12)Consists of 13,000 shares held by Martha J. Demski Trust U/D/T 10/1/1994, Martha J. Demski Trustee and 75,000 shares issuable pursuant to options that are vested as of, or will vest within 60 days of February 14, 2020. (13)Consists solely of shares held directly by Dr. Shreedhar as of February 14, 2020. (14)Consists of 152,720 shares held by our directors and executive officers, 1,680,130 shares issuable pursuant to stock options exercisable within 60 days after February 15, 2017 and 4,619,796 shares held by entities affiliated with certain of our directors, all as of February 15, 2017. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires the Company’s directors and executive officers, 939,719 shares issuable pursuant to options and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the U.S. Securities and Exchange Commission, or SEC, initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers,RSUs held by our directors and greater than 10% stockholdersexecutive officers that are requiredvested as of, or will vest within 60 days of February 14, 2020, and 4,619,796 shares held by SEC regulations to furnish the Companyentities affiliated with copiescertain of our directors, all Section 16(a) forms they file.
To the Company’s knowledge, based solely on a reviewas of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 2016, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except that Ms. Rhodes filed one Form 4 late, which reported one award including a grant of stock options and restricted stock units.
February 14, 2020.
ADDITIONAL INFORMATION
Householding of Proxy Materials
The SEC has adopted rules known as “householding” that permit companies and intermediaries (such as brokers) to deliver one set of proxy materials to multiple stockholders residing at the same address. This process enables us to reduce our printing and distribution costs, and reduce our environmental impact. Householding is available to both registered stockholders and beneficial owners of shares held in street name.
Registered Stockholders
If you are a registered stockholder and have consented to householding, then we will deliver or mail one set of our proxy materials, as applicable, for all registered stockholders residing at the same address. Your consent will continue unless you revoke it, which you may do at any time by providing notice to the Company’sAdamas’ Corporate Secretary by telephone at 510‑450‑3500510-450-3500 or by mail at 1900 Powell Street, Suite 7501000 Emeryville, California 94608.
If you are a registered stockholder who has not consented to householding, then we will continue to deliver or mail copies of our proxy materials, as applicable, to each registered stockholder residing at the same address. You may elect to participate in householding and receive only one set of proxy materials for all registered stockholders residing at the same address by providing notice to the CompanyAdamas as described above.
Street Name Holders
Stockholders who hold their shares through a brokerage may elect to participate in householding, or revoke their consent to participate in householding, by contacting their respective brokers.
Annual Report
This proxy statement is accompanied by our 20162019 Annual Report to Stockholders, which includes our Annual Report on Form 10‑K10-K for the fiscal year ended December 31, 2016,2019, or the Form 10‑K.10-K. The Form 10‑K10-K includes our audited financial statements. We have filed the Form 10‑K10-K with the SEC, and it is available free of charge at the SEC’s website at www.sec.gov and on our website at www.adamaspharma.com. In addition, upon written request to the Company’sAdamas’ Corporate Secretary at 1900 Powell Street, Suite 750,1000, Emeryville, California 94608, we will mail to you free of charge a paper copy of our Form 10‑K,10-K, including the financial statements and the financial statement schedules.
Other Matters
As of the date of this proxy statement, our Board of Directors knows of no other matters that will be presented for consideration at the 20172020 Annual Meeting other than the matters described in this proxy statement. If other matters are properly brought before the 20172020 Annual Meeting, then proxies will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the best judgment of the proxy holder.
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| By Order of the Board of Directors: |
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| Gregory T. Went, Ph.D.
Chairman & CEO Neil F. McFarlane Chief Executive Officer |
Emeryville, California | |
April 18, 201723, 2020 | |