UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
To be held May 20, 2020on September 11, 2023
We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or Notice, instead of a paper copy of our proxy materials and our 2019 Annual Report to Stockholders, or 2019 Annual Report. The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2019 Annual Report. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
We intend to hold our annual meeting
Broadridge Financial Solutions, which is serving as proxy tabulator, has been enclosed for your convenience. If you attend the Annual Meeting in person, your proxy will, upon your written request, be returned to you and you may vote your shares in person. By order of the board of directors, /s/ William R. Hinshaw, Jr. William R. Hinshaw, Jr. President and Chief Executive Officer Littleton, Massachusetts August 18, 2023 | ||
Cambridge, MassachusettsApril 3, 2020
| | | Page | ||||
| | ||||||
| | | | 2 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
Information Regarding The Board Of Directors And Corporate Governance
| | | | | | | |
| | | | 33 | | | |
| | | | 36 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
General Matters
| | | |||||
| 51 | | |||||
| |
01460.
around August 18, 2023.
Commission, or SEC.
Because we have elected to utilize the “full set delivery” option, we are delivering paper copies of all of the proxy materials to all our stockholders, as well as providing access to those proxy materials on a publicly accessible website. A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019,2022, as filed with the Securities and Exchange Commission (SEC) on March 23, 2020,30, 2023, except for exhibits, will be furnished without charge to any stockholder upon written request to Axcella Health Inc., 840 Memorial Drive, Cambridge,Therapeutics, P.O. Box 1270, Littleton, Massachusetts 02139,01460, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 20192022, are also available on the SEC'sSEC’s website atwww.sec.gov.
We have elected to provide access to
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, for most stockholders, we are providing access to our proxy materials overrelated to our forthcoming Annual Meeting. Because we have elected to utilize the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt“full set delivery” option, we are delivering to all stockholders paper copies of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice was mailed to holders of record and beneficial owners of our common stock, $0.001 par value per share, as of the record date starting on or about April 3, 2020. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2020 Annual Meeting of Stockholders, this proxy statement, the proxy card and our 2019 Annual Report, on the website referred to in the Notice or, alternatively, how to request that a copyall of the proxy materials, including a proxy card, be sentas well as providing access to them by mail. The Notice also provides voting instructions. In addition, stockholders of record may request to receive thethose proxy materials in printed form by mail or electronically by e-mail on an ongoing basisa publicly accessible website. This Proxy Statement, and our Annual Report on Form 10-K for future stockholder meetings. Please note that, while our proxy materialsthe fiscal year ended December 31, 2022 are available to our stockholders at www.virtualshareholdermeeting.com/AXLA2023.
following the instructions below.
August 17, 2023.
How do I vote?
How is a quorum reached?
There are 73,692,745 shares of our common stock outstanding and entitled to vote on the record date. Therefore, a quorum will be present if 36,846,373 shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting.
Proposal No. 2, Proposal No. 3 and Proposal No. 4 must receive the affirmative vote of the holders of a majority of the votes cast properly thereon. You may vote “for,” “against” or “abstain” with respect to such proposals. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on these proposals.
Proposal | | | Votes Required | | | Voting Options | | | Impact of “Withhold” or “Abstain” Votes | | | Broker Discretionary Voting Allowed | |
Proposal No. 1: Election of Directors | | | The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors. | | | “FOR ALL” “WITHHOLD ALL” “FOR ALL EXCEPT” | | | None(1) | | | No(3) | |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR” “AGAINST” “ABSTAIN” | | | None(2) | | | Yes(4) | |
Proposal No. 3: Approval of amendments to our restated certificate of incorporation to effect a reverse stock split of our Common Stock | | | The affirmative vote of holders of a majority of the outstanding shares of our Common Stock entitled to vote at the Annual Meeting. | | | “FOR” “AGAINST” “ABSTAIN” | | | None(2) | | | Yes(4) | |
Proposal No. 4: Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3 | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR” “AGAINST” “ABSTAIN” | | | None(2) | | | Yes(4) | |
In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 20202024 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and be received notno later than JanuaryApril 21, 2020.2024. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year'syear’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.
2024.
Name | | | Positions and Offices Held with Axcella | | | Director Since | | | Age | |
Torben Straight Nissen, Ph.D. | | | Director | | | 2022 | | | 52 | |
Michael Rosenblatt, M.D. | | | Director | | | 2022 | | | 75 | |
William D. “Chip” Baird | | | Director | | | 2018 | | | 51 | |
Name | Positions and Offices Held with Axcella | Director Since | Age | ||||||
---|---|---|---|---|---|---|---|---|---|
David R. Epstein | Director | 2017 | 58 |
David R. EpsteinTorben Straight Nissen, Ph.D., has served as our Chairman and as a member of our board of directors since October 2022. Dr. Straight Nissen is a senior partner at Flagship Pioneering, he joined Flagship in November 2016. Dr. Straight Nissen served on the board of directors of Ring Therapeutics, Inc. from August 2018 to December 2017. Mr. Epstein2021 and since March 2021 has served as founding chief executive officer of FL84 Inc. From November 2016 to July 2019, he served as president of Rubius Therapeutics (Nasdaq: RUBY), he also served on the board of directors of Rubius from November 2016 to August 2018. From July 2011 to November 2016 Dr. Straight Nissen held positions of increasing responsibility at Pfizer, with his last position as Vice President, heading up Pfizer’s Worldwide R&D Strategic Portfolio Management. In this role, he oversaw Pfizer’s portfolio spanning from discovery up to Phase 3 trials across multiple therapeutic areas, including oncology, inflammation and immunology, rare diseases, cardiovascular and metabolic disease, neuroscience, and vaccines. Previously, he was responsible for the portfolio, strategy and operations functions within Pfizer’s BioTherapeutics Division and ensured efficient advancement of protein therapeutics, cell therapies, gene therapies and vaccines from discovery through development. He also served as Executive Partner at Flagship Pioneering Inc.,chief operating officer for the Centers for Therapeutic Innovation, a biotechnology venture creation firm, since January 2017. From January 2010pioneering R&D unit within Pfizer that drives product development partnerships with world-leading academic medical centers. As COO, Dr. Straight Nissen
Table has served as a member of Contentsour board of directors since May 2022. Dr. Rosenblatt is currently a Senior Partner at Flagship Pioneering. From September 2016 to December 2020, Dr. Rosenblatt served as Chief Medical Officer of Flagship Pioneering. From December 2009 to June 2016, he served as the Executive Vice President and Chief Medical Officer of Merck & Co. Inc. Dr. Rosenblatt serves on the board of directors of Rubius Therapeutics, Inc. (Nasdaq: RUBY) and Azenta, Inc. (Nasdaq: AZTA) and has previously served on the board of directors of Radius Health, Inc. (Nasdaq: RDUS). Dr. Rosenblatt received an M.D. from Harvard Medical School and an A.B. in chemistry from Columbia University. We believe that Dr. Rosenblatt’s extensive business and financial experience qualifies him to serve on our board of directors.
Name | Positions and Offices Held with Axcella | Director Since | Class and Year in Which Term Will Expire | Age | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Grégory Behar | Director | 2016 | Class II—2021 | 50 | |||||||
Gary Pisano, Ph.D. | Director | 2011 | Class II—2021 | 58 | |||||||
Cristina M. Rondinone, Ph.D. | Director | 2018 | Class II—2021 | 59 | |||||||
William D. Baird III | Director | 2018 | Class III—2022 | 48 | |||||||
William Hinshaw | Director, Chief Executive Officer | 2018 | Class III—2022 | 51 | |||||||
Stephen Hoge, M.D. | Director | 2014 | Class III—2022 | 44 | |||||||
Catherine A. Sohn, PharmD. | Director | 2019 | Class III—2022 | 67 |
Name | | | Position and Offices Held with Axcella | | | Director Since | | | Class and Year in Which Term Will Expire | | | Age | |
Gary P. Pisano, Ph.D. | | | Director | | | 2011 | | | Class II – 2024 | | | 61 | |
Cristina M. Rondinone, Ph.D. | | | Director | | | 2018 | | | Class II – 2024 | | | 63 | |
Paul J. Sekhri | | | Director | | | 2020 | | | Class II – 2024 | | | 65 | |
William R. Hinshaw, Jr. | | | President, Chief Executive Officer and Director | | | 2018 | | | Class III – 2025 | | | 54 | |
Martin Hendrix | | | Director | | | 2022 | | | Class III – 2025 | | | 55 | |
Robert Rosiello | | | Director, Chairman | | | 2022 | | | Class III – 2025 | | | 65 | |
Catherine Angell Sohn, Pharm. D. | | | Director | | | 2019 | | | Class III – 2025 | | | 70 | |
Gary P. Pisano, Ph.D., has served as a member of our board of directors since October 2011. Dr. Pisano is the Harry E. Figgie, Jr. Professor of Business Administration and Senior Associate Dean for Faculty DevelopmentPromotions and Tenure at the Harvard Business School. He has served on the Harvard faculty since 1988. Dr. Pisano'sPisano’s research and teaching focus on technology and operations strategy, the management of innovation and intellectual property, and competitive strategy. For more than two decades, he has consulted extensively on these issues with companies in the pharmaceutical, biotechnology, medical device, specialty chemical and healthcare industries. He has previously served as a director of Axovant Sciences Ltd. (Nasdaq: AXON) and Patheon NV (NYSE: PTHN). Dr. Pisano holds a Ph.D. in business administration from the University of California, Berkeley and a B.A. in economics from Yale University. We believe that Dr. Pisano'sPisano’s knowledge of business administration, innovation, and strategy, particularly within the healthcare industry, qualifies him to serve on our board of directors.
Cristina M. Rondinone, Ph.D., has served as a member of our board since June 2018. Since June of 2020, Dr. Rondinone has consulted for pharmaceutical and biotechnology companies at CMR Pharma Consulting and in 2022 became Founder and CEO of a new startup company in stealth mode. Dr. Rondinone served as President of Cellarity Inc. sincefrom September 2019.2019 to June 2020. Prior to this position, from March 2011 to September 2019, Dr. Rondinone served in roles of increasing responsibility at MedImmune, LLC, a wholly owned subsidiary of AstraZeneca, most recently as Senior Vice President R&D, Head of Cardiovascular, Renal and Metabolic Diseases Innovative Medicines and Early Development. Dr. Rondinone served in different roles in research and development at Hoffmann-La Roche (2005-2011) and Abbott Laboratories (1998-2005). Dr. Rondinone holds a Docent in molecular medicine from the University of Goteborg, Sweden School of Medicine and a M.Sc. and Ph.D. in biological sciences from the University of Buenos Aires. We believe that Dr. Rondinone'sRondinone’s extensive industrybiopharmaceutical research and development experience qualifies her to serve on our board of directors.
William D. Baird IIIPaul J. Sekhri has served as a member of our board of directors since June 2018.May 2022. Mr. Sekhri is a Director of Longboard Pharmaceuticals, Inc., Ipsen S.A., Compugen Ltd., Pharming N.V., where he is Chairman, Oryn Therapeutics, and Veeva Systems. He joined bluebird bio, Inc. as Chief Financial Officer in February 2019 and previouslymost recently served as Chief Financial Officerthe chief executive officer of Amicus Therapeutics, Inc.eGenesis where he is now a member of the Board and a Senior Advisor to the Chairman. Before eGenesis, Mr. Sekhri served as president and chief executive officer of Lycera Corp. Prior to Lycera, Mr. Sekhri served as Senior Vice President, Integrated Care at Sanofi. Prior to Sanofi, he served as group executive vice president, global business development, and chief strategy officer for Teva Pharmaceuticals Industries, Ltd., a pharmaceutical company, from April 2012and earlier, operating partner and head of the Biotechnology Operating Group at TPG Biotech. Previously, Mr. Sekhri founded Cerimon Pharmaceuticals where he served as president and chief executive officer. Prior to December 2018.founding Cerimon, he was president and chief business officer of ARIAD Pharmaceuticals. Earlier in his career, Mr. Baird holds an M.B.A.Sekhri held various senior positions at Novartis AG, including senior vice president, head of global search and evaluation, business development and licensing, and global head, early commercial development. Mr. Sekhri completed graduate work in finance from The Wharton School ofneuroscience at the University of PennsylvaniaMaryland School of Medicine in Baltimore and a B.S.F.S.received his B.S. in international affairszoology from the Edmund A. Walsh SchoolUniversity of Foreign Service of Georgetown University.Maryland, College Park. We believe that Mr. Baird's broadSekhri’s extensive business and financial experience in pharmaceutical finance and executive management roles qualifyqualifies him to serve on our board of directors.
Tableindustry qualifies her to serve on our board of Contents
directors.
Name | | | Position Held with Axcella | | | Officer Since | | | Age | |
Paul Fehlner, J.D., Ph.D. | | | Senior Vice President, Chief Legal Officer and Corporate Secretary | | | 2018 | | | 60 | |
Name | Position Held with Axcella | Officer Since | Age | ||||||
---|---|---|---|---|---|---|---|---|---|
Shreeram Aradhye, M.D. | Executive Vice President, Chief Development Officer | 2019 | 57 | ||||||
Stephen Mitchener, PharmD. | Senior Vice President, Chief Business Officer | 2018 | 41 | ||||||
Manu Chakravarthy, M.D., Ph.D. | Senior Vice President, Chief Medical Officer | 2017 | 46 | ||||||
Tony Tramontin, Ph.D. | Senior Vice President of R&D, Chief Scientific Officer | 2017 | 52 | ||||||
Paul Fehlner, J.D., Ph.D. | Senior Vice President, Chief Intellectual Property Officer | 2018 | 56 | ||||||
Heidy King-Jones, J.D., LL.M. | Senior Vice President of Legal, General Counsel | 2019 | 37 | ||||||
Laurent Chardonnet | Senior Vice President, Chief Financial Officer | 2019 | 55 |
Shreeram Aradhye, M.D. has served as our Executive Vice President and Chief Development Officer since January 2019. Prior to joining us, Dr. Aradhye built an accomplished career at Novartis Pharmaceuticals Corporation. For over two decades, he served in multiple leadership roles of increasing responsibility in Development and Medical Affairs, across multiple therapeutic areas and geographies. In his most recent role as CMO of Novartis, he was a member of the Global Pharmaceuticals Executive Committee responsible for over $20 billion in worldwide business, provided medical expertise on portfolio strategy and led governance of medical activities worldwide. Dr. Aradhye was also a Member of the Development Committee of Novartis that oversaw global development activities across its portfolio. In previous roles at Novartis and Sandoz, he led the clinical development program for Gilenya® in MS, provided functional leadership for clinical development and medical affairs teams working on novel and biosimilar medicines across multiple therapeutic areas and headed Global Development for Neuroscience, where he oversaw a portfolio of programs in MS, Alzheimer's Disease, neuropathic pain, muscle disease and migraine. Prior to industry, Dr. Aradhye was Assistant Professor of Medicine and a transplant nephrologist at the University of Pennsylvania. Dr. Aradhye received his medical education at the All India Institute of Medical Sciences in New Delhi, India, and in Internal Medicine and Nephrology in the United States.
Stephen Mitchener, PharmD.Paul Fehlner, J.D., Ph.D., has served as our Senior Vice President, Chief Legal Officer and Chief Business OfficerCorporate Secretary since August 2018. Prior to joining us, Dr. Mitchener served in increasing roles of responsibility at Novartis Pharmaceuticals Corporation from April 2005 to August 2018, most recently as Head of U.S. Oncology Strategy, PartneringSeptember 2020 and Operations. He previously served as a board observer for COTA Healthcare on behalf of Novartis Oncology. Dr. Mitchener holds a Post Doctorate from Rutgers University and a PharmD. from the University of North Carolina at Chapel Hill.
Manu Chakravarthy, M.D., Ph.D. has served as our Senior Vice President of Clinical Development and Chief Medical Officer since August 2017. Prior to joining us, Dr. Chakravarthy served as the Global Head of Innovation Strategy and External R&D in diabetes and cardiovascular research at Eli
Lilly & Company, from August 2015 to June 2017. Previously, Dr. Chakravarthy spent more than seven years at Merck & Co., from September 2008 to August 2015, where he assumed positions of increasing responsibility and leadership within the company, most recently as a Distinguished Scientist and leader of the Discovery Medicine group for diabetes and cardiometabolic diseases within Translational Medicine. He is also Board certified in Internal Medicine and Endocrinology, Diabetes & Metabolism and was an Adjunct Clinical Assistant Professor of Medicine at the Rutgers School of Medicine, New Jersey. Dr. Chakravarthy holds an M.D. from the University of Texas Houston Medical School, a Ph.D. in cell biology and physiology from the University of Texas Graduate School of Biomedical Sciences and the MD Anderson Cancer Center and a B.A. in biology and chemistry from St. John's University.
Tony Tramontin, Ph.D. has served as our Senior Vice President of Research & Development and Chief Scientific Officer since June 2017. Prior to joining us, Dr. Tramontin served as a Partner at McKinsey & Company, a consulting firm, in its Global Healthcare Practice from 2003 until May 2017. Dr. Tramontin holds a Ph.D. in biology (neuroscience and endocrinology) from the University of Washington and a B.A. in business from the University of Notre Dame.
Paul Fehlner, J.D., Ph.D. has served as our Senior Vice President and Chief Intellectual Property Officer sincefrom April 2018.2018 to September 2020. In addition, Dr. Fehlner has served as a Principal at Life Sciences Innovation LLC, an intellectual property and legala consulting firm that he founded, since December 2017. From November 2008 through November 2017, Dr. Fehlner served as Global Head of Intellectual Property at Novartis Pharma AG in Basel, Switzerland. Prior to joining Novartis, Dr. Fehlner practiced IP law in leading firms in the U.S. along with working in-house at Rhone-Poulenc Rorer. Dr. Fehlner holds a J.D. from Fordham University School of Law, a Ph.D. in immunology and biochemistry from The Rockefeller University and a B.S. in chemistry from Haverford College.
Heidy King-Jones, J.D., LL.M. has served as our Senior Vice President, General Counsel and Corporate Secretary since November 2019. Prior to joining us in 2018, Ms. King-Jones managed the Corporate Law Department and was lead commercial counsel at Sarepta Therapeutics, Inc. holding various positions of increasing seniority from 2013 through 2018. During this time, she led legal efforts for Sarepta's transition from an R&D-stage to a commercial-stage company, including developing Sarepta's compliance program. Prior to joining Sarepta, Ms. King-Jones was an associate in the Securities and Public Company practice group at Ropes & Gray LLP, where she focused her practice on representing public companies in corporate matters including mergers, acquisitions, corporate governance issues, SEC filings and compliance matters, initial public offerings and sales of common stock, bonds, debentures and notes. Ms. King-Jones has experience representing clients in various industries including the utility, technology, retail and pharmaceutical industries. Ms. King-Jones holds a J.D. and LL.M. in International and Comparative Law from Cornell Law School and a B.A. in Psychology and Sociology from Dartmouth College.
Laurent Chardonnet has served as our Senior Vice President and Chief Financial Officer since November 2019. Prior to joining us, Mr. Chardonnet served in various positions at Incyte Corporation, including Vice President, Treasurer and Principal Accounting Officer, Head of Finance and Administration for the company's European division, and most recently, as Vice President of Alliances. Prior to Incyte, Mr. Chardonnet served as Controller, Vice President of Finance and acting Chief Financial Officer of DrugAbuse Sciences, a privately held biotechnology company, and as a senior consultant at PricewaterhouseCoopers LLP. Mr. Chardonnet received his Master of Business Administration from Vanderbilt University and his initial business degree from the Institut Superieur de Gestion in Paris.
Axcella's
Fee Category | | | Fiscal Year 2022 ($) | | | Fiscal Year 2021 ($) | | ||||||
Audit and audit-related fees(1) | | | | $ | 628,893 | | | | | $ | 588,307 | | |
Tax fees | | | | | — | | | | | | — | | |
All other fees | | | | | — | | | | | | — | | |
Total Fees | | | | $ | 628,893 | | | | | $ | 588,307 | | |
| 2019 | 2018 | |||||
---|---|---|---|---|---|---|---|
Audit fees(1) | $ | 355,250 | $ | 201,600 | |||
Audit-related fees(2) | 436,424 | — | |||||
Tax fees | — | — | |||||
All other fees(3) | 1,895 | 1,895 | |||||
| | | | | | | |
Total fees | $ | 793,569 | $ | 203,495 | |||
| | | | | | | |
| | | | | | | |
| | | | | | | |
From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
| | | Pre-Reverse Split | | | 1-for-2 | | | 1-for-5 | | | 1-for-10 | | | 1-for-20 | | | 1-for-25 | | ||||||||||||||||||
Authorized | | | | | 150,000,000 | | | | | | 150,000,000 | | | | | | 150,000,000 | | | | | | 150,000,000 | | | | | | 150,000,000 | | | | | | 150,000,000 | | |
Issued | | | | | 74,102,008 | | | | | | 37,051,004 | | | | | | 14,820,401 | | | | | | 7,410,200 | | | | | | 3,705,100 | | | | | | 2,964,080 | | |
Outstanding | | | | | 73,683,027 | | | | | | 36,841,513 | | | | | | 14,736,605 | | | | | | 7,368,302 | | | | | | 3,684,151 | | | | | | 2,947,321 | | |
Reserved for future issuance pursuant to equity incentive and employee benefit plans | | | | | 5,700,933 | | | | | | 2,850,466 | | | | | | 1,140,186 | | | | | | 570,093 | | | | | | 285,046 | | | | | | 228,037 | | |
Number of shares issuable upon exercise of outstanding options | | | | | 6,099,724 | | | | | | 3,049,862 | | | | | | 1,219,944 | | | | | | 609,972 | | | | | | 304,986 | | | | | | 243,988 | | |
Number of shares issuable upon release of outstanding restricted stock units | | | | | 47,426 | | | | | | 23,713 | | | | | | 9,485 | | | | | | 4,742 | | | | | | 2,371 | | | | | | 1,897 | | |
Authorized but unissued and unreserved | | | | | 64,468,890 | | | | | | 107,234,445 | | | | | | 132,893,780 | | | | | | 141,446,890 | | | | | | 145,723,446 | | | | | | 146,578,757 | | |
Director | | | R. Rosiello | | | P. Sekhri | | | M. Rosenblatt | | | W. Baird(1) | | | S. Nissen | | | W. Hinshaw(2) | | | M. Hendrix | | | G. Pisano | | | C. Rondinone | | | C. Sohn | |
Class | | | III | | | II | | | I | | | II | | | I | | | I | | | III | | | III | | | II | | | II | |
Committees | | ||||||||||||||||||||||||||||||
Audit | | | | | | | | | | | | Chair | | | | | | | | | X | | | X | | | | | | | |
Compensation | | | | | | X | | | | | | X | | | | | | | | | | | | | | | | | | Chair | |
Nominating & Corporate Governance | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | | Chair | |
Skills & Experience | | ||||||||||||||||||||||||||||||
Business Development | | | X | | | X | | | | | | X | | | X | | | X | | | X | | | | | | X | | | X | |
CEO Experience | | | | | | X | | | | | | | | | X | | | X | | | | | | | | | | | | | |
Commercialization | | | X | | | X | | | | | | | | | | | | X | | | X | | | | | | | | | X | |
Digital | | | X | | | X | | | | | | | | | | | | | | | | | | | | | | | | | |
Drug Development | | | X | | | X | | | X | | | | | | X | | | X | | | X | | | | | | X | | | | |
Finance/ Accounting | | | X | | | X | | | | | | X | | | X | | | X | | | X | | | X | | | | | | | |
Government/ Regulatory | | | X | | | | | | | | | | | | | | | X | | | | | | | | | | | | X | |
Healthcare Industry | | | X | | | X | | | X | | | X | | | X | | | X | | | X | | | | | | X | | | X | |
Human Relations | | | X | | | X | | | | | | | | | X | | | X | | | | | | | | | X | | | X | |
International | | | X | | | X | | | X | | | | | | | | | X | | | X | | | | | | X | | | X | |
Investor Relations | | | X | | | X | | | | | | X | | | X | | | X | | | | | | | | | | | | X | |
Manufacturing | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | |
Science/ Technology | | | | | | | | | X | | | | | | X | | | X | | | X | | | | | | X | | | X | |
Strategy | | | X | | | X | | | | | | X | | | X | | | X | | | X | | | X | | | X | | | X | |
Treating Physician | | | | | | | | | X | | | | | | | | | | | | | | | | | | | | | | |
opportunity, building a culture of diversity and inclusion, and proactively addressing inequality in the selection of directors for our board. Thus, the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board to promote our strategic objectives and fulfill its responsibilities to our stockholders, and considers diversity of gender, race, national origin, education, professional experience, and differences in viewpoints and skills when evaluating proposed director candidates. We comply Nasdaq Rule 5605 by having 3 diverse directors (33%), including one from an underrepresented minority and/or LGBTQ+.
Board Diversity Matrix (As of August 1, 2023) | | ||||||||||||
Total Number of Directors | | | 10 | | |||||||||
| | | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | | | | | |
Directors | | | 2 | | | 7 | | | | | | 1 | |
Part II: Demographic Background | | | | | | | | | | | | | |
African American or Black | | | | | | | | | | | | | |
Alaskan Native or Native American | | | | | | | | | | | | | |
Asian | | | | | | | | | | | | | |
Hispanic or Latinx | | | 1 | | | | | | | | | | |
Native Hawaiian or Pacific Islander | | | | | | | | | | | | | |
White | | | 1 | | | 6 | | | | | | | |
Two or More Races or Ethnicities | | | | | | 1 | | | | | | | |
LGBTQ+ | | | | | | 1 | | | | | | | |
Did Not Disclose Demographic Background | | | | | | | | | | | | 1 | |
releases;
David R. Epstein, Stephen Hoge, M.D.,
committee prior to the Annual Meeting. During the fiscal year ended December 31, 2019,2022, the compensation committee met seventen times. The compensation committee'scommittee’s responsibilities include:
”
Director Attendance at Annual Meeting of Stockholders
on May 19, 2022. Paul Sekhri and Michael Rosenblatt, M.D. joined the board of directors subsequent to last year’s annual meeting of stockholders.
David R. Epstein
The role of the board of directors in overseeing the management of our risks is conducted primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1)(3) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Martin Hendrix, Ph.D | | | | | 41,236 | | | | | | | | | 52,628 | | | | | | | | | | | | | | | | | | 93,864 | | |
Catherine Angell Sohn, Pharm.D. | | | | | 57,165 | | | | | | | | | 25,952 | | | | | | | | | | | | | | | | | | 83,117 | | |
William D. “Chip” Baird | | | | | 67,500 | | | | | | | | | 25,952 | | | | | | | | | | | | | | | | | | 93,452 | | |
Gary P. Pisano, Ph.D. | | | | | 47,500 | | | | | | | | | 25,952 | | | | | | | | | | | | | | | | | | 73,452 | | |
Cristina M. Rondinone, Ph.D. | | | | | 44,000 | | | | | | | | | 25,952 | | | | | | | | | | | | | | | | | | 69,952 | | |
Paul Sekhri | | | | | 33,832 | | | | | | | | | 52,628 | | | | | | | | | | | | | | | | | | 86,460 | | |
Michael Rosenblatt | | | | | 34,725 | | | | | | | | | 52,628 | | | | | | | | | | | | 10,000(2) | | | | | | 97,353 | | |
Robert Rosiello | | | | | 15,750(4) | | | | | | | | | 29,680 | | | | | | | | | | | | | | | | | | 45,430 | | |
Torben Straight Nissen | | | | | 9,000(4) | | | | | | | | | 29,680 | | | | | | | | | | | | | | | | | | 38,680 | | |
Name | Fees Paid In Cash ($) | Option Awards ($) (1)(2) | All Other Compensation ($) | Total ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
William D. Baird III | 46,875 | 99,551 | — | 146,426 | |||||||||
Grégory Behar | 31,875 | 99,551 | — | 131,426 | |||||||||
David A. Berry, M.D., Ph.D. | 29,250 | 99,551 | — | 128,801 | |||||||||
David R. Epstein | 325,000 | (3) | 607,519 | 300,000 | (4) | 1,232,519 | |||||||
Stephen Hoge, M.D. | 30,000 | 99,551 | — | 129,551 | |||||||||
Gary Pisano, Ph.D. | 31,875 | 99,551 | — | 131,426 | |||||||||
Cristina M. Rondinone, Ph.D. | 31,750 | 99,551 | — | 131,301 | |||||||||
Catherine A. Sohn, PharmD. | 17,500 | 115,582 | — | 133,082 | |||||||||
Christopher Viehbacher(5) | — | — | — | — |
| | | Option Awards(1) | | |||||||||
Name | | | Exercisable (#) | | | Unexercisable (#) | | ||||||
Martin Hendrix, Ph.D | | | | | 6,667 | | | | | | 33,333 | | |
Catherine Angell Sohn, Pharm.D. | | | | | 53,000 | | | | | | 20,000 | | |
William D. “Chip” Baird | | | | | 93,031 | | | | | | 20,000 | | |
Gary P. Pisano, Ph.D. | | | | | 42,000 | | | | | | 20,000 | | |
Cristina M. Rondinone, Ph.D. | | | | | 88,144 | | | | | | 20,000 | | |
Paul Sekhri | | | | | 6,667 | | | | | | 33,333 | | |
Michael Rosenblatt | | | | | 19,898 | | | | | | 33,333 | | |
Robert Rosiello | | | | | — | | | | | | 40,000 | | |
Torben Straight Nissen | | | | | — | | | | | | 40,000 | | |
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
|
Non-Employee Director Compensation
| | | Annual Retainer | | |||
Board of Directors: | | | | | | | |
All non-employee members, except chairman | | | | $ | 40,000 | | |
Audit Committee: | | | | | | | |
Members | | | | $ | 7,500 | | |
Chairman | | | | $ | 15,000 | | |
Compensation Committee: | | | | | | | |
Members | | | | $ | 5,000 | | |
Chairman | | | | $ | 10,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Members | | | | $ | 4,000 | | |
Chairman | | | | $ | 8,000 | | |
| Annual Retainer | |||
---|---|---|---|---|
Board of Directors: | ||||
All non-employee members, except chairman | $ | 35,000 | ||
Audit Committee: | ||||
Members | $ | 7,500 | ||
Chairman | $ | 15,000 | ||
Compensation Committee: | ||||
Members | $ | 5,000 | ||
Chairman | $ | 10,000 | ||
Nominating and Corporate Governance Committee: | ||||
Members | $ | 4,000 | ||
Chairman | $ | 8,000 |
We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of directors and committee meetings.
On August 21, 2019, David R. Epstein entered into a Chairman and Consulting Agreement with Axcella (the "Epstein Agreement") pursuant to which Mr. Epstein hasThe Directors have agreed to serve as Chairmansuspend their cash remuneration for service on the board of directors until the Board and to provide certain consulting services to Axcella. In exchange for his consulting services, Mr. Epstein will receive an annual base retainer of $300,000 and an annual option to purchase 65,000 shares of Axcella's common stock, subject to periodic review and adjustment at Axcella's discretion. The Chairman and Consulting Agreement also contains customary non-competition and confidentiality obligations.
Company has clarity on its financial condition.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders(1) | 5,243,745 | (2) | $ | 7.35 | 273,647 | (3)(4) | ||||
Equity compensation plans not approved by security holders | — | — | — | |||||||
Total | 5,243,745 | $ | 7.35 | 273,647 |
| | | Equity Compensation Plan Information | | |||||||||||||||
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 plan (excluding securities in first column) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 6,612,210(2) | | | | | $ | 5.05 | | | | | | 3,015,476(3)(4) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 6,612,210 | | | | | $ | 5.05 | | | | | | 3,015,476 | | |
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||
William R. Hinshaw, Jr. President and CEO | | | | | 2022 | | | | | | 571,875 | | | | | | | | | 435,679 | | | | | | 291,741 | | | | | | 8,061(4) | | | | | | 1,307,356 | | |
| | | 2021 | | | | | | 546,250 | | | | | | | | | 1,913,241(3) | | | | | | 275,275 | | | | | | 8,700(4) | | | | | | 2,743,466 | | | ||
Paul Fehlner, J.D., Ph.D Chief Legal Officer | | | | | 2022 | | | | | | 398,491 | | | | | | | | | 86,215 | | | | | | 150,769 | | | | | | 8,700(4) | | | | | | 644,175 | | |
Margaret James Koziel, M.D.(5) Former Senior Vice President and Chief Medical Officer | | | | | 2022 | | | | | | 415,000 | | | | | | | | | 41,133 | | | | | | 157,389 | | | | | | 7,380(4) | | | | | | 620,902 | | |
Robert Crane(6) Former Senior Vice President and Chief Financial Officer | | | | | 2022 | | | | | | 214,103 | | | | | | | | | 401,801 | | | | | | 121,812 | | | | | | 8,202(4) | | | | | | 745,918 | | |
| Year | Salary ($) | Non-Equity Incentive Plan Compensation ($)(1) | Option awards ($)(2) | All other compensation ($) | Total ($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
William Hinshaw | 2019 | 496,731 | 288,750 | 560,049 | — | 1,345,530 | |||||||||||||
President and CEO | 2018 | 278,910 | (3) | 231,563 | 3,608,347 | 160,000 | (4) | 4,278,820 | |||||||||||
Shreeram Aradhye, M.D. | 2019 | 289,103 | (5) | 190,238 | 3,379,523 | 52,859 | (6) | 3,911,723 | |||||||||||
Chief Development Officer | |||||||||||||||||||
Manu Chakravarthy, M.D., Ph.D. | 2019 | 374,000 | 155,210 | 1,180,679 | — | 1,709,889 | |||||||||||||
Chief Medical Officer |
Narrative to Summary Compensation Table
competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus or long-term incentives.
Name | | | |||||
Target Bonus (% of base salary) | | ||||||
---|---|---|---|---|---|---|---|
William R. Hinshaw, Jr. | | | | | 55 | | |
| | | | | 40 | | |
| | | | | 40 | | |
Robert Crane | | | | | | | |
Outstanding Equity Awards at 20192022 Fiscal Year End Table
| | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | 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 ($)(1) | | ||||||||||||||||||
William R. Hinshaw President and CEO | | | | | 939,028(2) | | | | | | 0(2) | | | | | | | | | 6.21 | | | | | | 6/21/2028 | | | | | | | | | | | | | | |
| | | 57,000(3) | | | | | | 3,800(3) | | | | | | | | | 13.83 | | | | | | 3/22/2029 | | | | | | | | | | | | | | | ||
| | | 117,525(4) | | | | | | 39,175(4) | | | | | | | | | 4.12 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | ||
| | | 164,063(5) | | | | | | 210,937(5) | | | | | | | | | 6.59 | | | | | | 2/8/2031 | | | | | | | | | | | | | | | ||
| �� | | 0(6) | | | | | | 275,000(6) | | | | | | | | | 1.63 | | | | | | 2/7/2032 | | | | | | | | | | | | | | | ||
| | | 0(6) | | | | | | 100,000(6) | | | | | | | | | 5.00 | | | | | | 2/7/2032 | | | | | | | | | | | | | | | ||
Paul Fehlner, J.D., Ph.D Chief Legal Officer | | | | | 97,828(7) | | | | | | 0(7) | | | | | | | | | 6.21 | | | | | | 4/24/2028 | | | | | | 42,500(10) | | | | | | 13,919(10) | | |
| | | 13,500(8) | | | | | | 4,500(8) | | | | | | | | | 3.40 | | | | | | 12/18/2029 | | | | | | | | | | | | | | | ||
| | | 16,875(9) | | | | | | 13,125(9) | | | | | | | | | 4.73 | | | | | | 9/15/2030 | | | | | | | | | | | | | | | ||
| | | 37,188(5) | | | | | | 47,812(5) | | | | | | | | | 6.59 | | | | | | 2/8/2031 | | | | | | | | | | | | | | | ||
| | | 0(6) | | | | | | 70,000(6) | | | | | | | | | 1.63 | | | | | | 2/7/2032 | | | | | | | | | | | | | | | ||
Margaret James Koziel, M.D. Former Senior Vice President and Chief Medical Officer | | | | | 18,200(11) | | | | | | 2,600(11) | | | | | | | | | 9.31 | | | | | | 6/27/2029 | | | | | | 13,125(16) | | | | | | 4,298(16) | | |
| | | 7,688(12) | | | | | | 2,562(12) | | | | | | | | | 4.12 | | | | | | 1/2/2030 | | | | | | | | | | | | | | | ||
| | | 5,500(13) | | | | | | 5,500(13) | | | | | | | | | 5.04 | | | | | | 11/10/2030 | | | | | | | | | | | | | | | ||
| | | 13,584(5) | | | | | | 17,466(5) | | | | | | | | | 6.59 | | | | | | 2/08/2031 | | | | | | | | | | | | | | | ||
| | | 3,750(14) | | | | | | 6,250(14) | | | | | | | | | 4.11 | | | | | | 6/25/2031 | | | | | | | | | | | | | | | ||
| | | 18,750(15) | | | | | | 56,250(15) | | | | | | | | | 2.60 | | | | | | 12/10/2031 | | | | | | | | | | | | | | | ||
| | | 0(6) | | | | | | 33,397(6) | | | | | | | | | 1.63 | | | | | | 2/7/2032 | | | | | | | | | | | | | | | ||
Robert Crane Former Senior Vice President and Chief Financial Officer | | | | | 0(17) | | | | | | 200,000(17) | | | | | | | | | 1.63 | | | | | | 5/25/2023 | | | | | | | | | | | | | | |
| | | 0(17) | | | | | | 125,000(17) | | | | | | | | | 1.63 | | | | | | 5/25/2023 | | | | | | | | | | | | | | |
| | Option awards | Stock awards | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned 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 ($)(1) | ||||||||||||||
William Hinshaw | 410,824 | (1) | 528,204 | (1) | — | 6.21 | 6/21/2028 | — | — | ||||||||||||
President and CEO | — | (2) | 60,803 | (2) | — | 13.83 | 3/22/2029 | — | — | ||||||||||||
Shreeram Aradhye, M.D. | — | (3) | 244,299 | (3) | — | 20.00 | 5/1/2029 | 66,801 | (4) | 227,123 | |||||||||||
Chief Development Officer | — | (5) | 54,500 | (5) | — | 3.40 | 12/18/2029 | — | — | ||||||||||||
Manu Chakravarthy, M.D., Ph.D. | 115,022 | (6) | 69,021 | (6) | — | 6.52 | 8/9/2027 | — | — | ||||||||||||
Chief Medical Officer | — | (7) | 117,806 | (7) | — | 13.83 | 3/11/2029 | — | — | ||||||||||||
— | (5) | 41,000 | (5) | — | 3.40 | 12/18/2029 | — | — |
The Hinshaw Employment Agreement further provides that if Mr. Hinshaw'sHinshaw’s employment is terminated by us without Cause (as defined in the Hinshaw Employment Agreement) or Mr. Hinshaw resigns for Good Reason (as defined in the Hinshaw Employment Agreement), he will be entitled to receive: (i) base salary continuation for 12 months following termination, or the Hinshaw Severance Amount, and, (ii) if Mr. Hinshaw is enrolled in our health care program immediately prior to the date of termination and properly elects to receive COBRAConsolidated Omnibus Budget Reconciliation Act (“COBRA”) benefits, 12 months of COBRA premiums for himself and his eligible dependents at our normal rate of contribution for employees for coverage at the level in effect immediately prior to the date of termination (or a monthly cash payment in lieu thereof if we determine we cannot pay such amounts without potentially violating applicable law). Payment of the Hinshaw Severance Amount shall immediately cease if Mr. Hinshaw breaches the terms of the Restrictive Covenants Agreement between him and us. In lieu of the severance payments and benefits set forth above, in the event Mr. Hinshaw'sHinshaw’s employment is terminated by us without Cause or he resigns for Good Reason, in either case within 12 months following a Change in Control (as defined in the Hinshaw Employment Agreement), he will be entitled to receive: (i) a lump sum cash amount equal to 1.5 times the sum of (A) his current base salary (or his base salary in effect prior to the Change in Control, if higher) plus
Under the Aradhye Employment Agreement, Dr. Aradhye is entitled for the first three months of employment with Axcella to a housing stipend of up to $3,000 per month and reimbursements for three months after his start date with Axcella of up to $600 per week for commuting expenses as long as his main domicile remains in New Jersey. Dr. Aradhye is also entitled to a stipend of up to $40,000 to cover the costs of relocating from his primary state tax residence to within a reasonable commuting distance of Axcella's Cambridge office prior to his one-year anniversary of his start date. Dr. Aradhye is obligated to repay the entire relocation stipend he received from Axcella in the event that, prior to his one-year anniversary of his start date, he resigns other than for Good Reasons or his employment is terminated for Cause (as such terms are defined in the Aradhye Employment Agreement).
The AradhyeFehlner Employment Agreement further provides that if Dr. Aradhye'sFehlner’s employment is terminated by us without Cause (as defined in the AradhyeFehlner Employment Agreement) or Dr. AradhyeFehlner resigns for Good Reason (as defined in the AradhyeFehlner Employment Agreement), he will be entitled to
receive: (i) base salary continuation for nine months following termination, or the AradhyeFehlner Severance Amount, and, (ii) if Dr. AradhyeFehlner is enrolled in our health care program immediately prior to the date of termination and properly elects to receive COBRA benefits, nine months of COBRA premiums for himself and his eligible dependents at our normal rate of contribution for employees for coverage at the level in effect immediately prior to the date of termination (or a monthly cash payment in lieu thereof if we determine we cannot pay such amounts without potentially violating applicable law). Payment of the AradhyeFehlner Severance Amount shall immediately cease if Dr. AradhyeMr. Fehlner breaches the terms of the Restrictive Covenants Agreement between him and us. In lieu of the severance payments and benefits set forth above, in the event Dr. Aradhye'sFehlner’s employment is terminated by us without Cause or he resigns for Good Reason, in either case within 12 months following a Change in Control (as defined in the AradhyeFehlner Employment Agreement), he will be entitled to receive: (i) a lump sum cash amount equal to one times the sum of (A) his current base salary (or his base salary in effect prior to the Change in Control, if higher) plus (B) his target annual cash incentive compensation for the year of termination, (ii) if Dr. AradhyeFehlner is enrolled in our health care program immediately prior to the date of termination and properly elects to receive COBRA benefits, 12 months of COBRA premiums for himself and his eligible dependents at our normal rate of contribution for employees for coverage at the level in effect immediately prior to the date of termination (or a monthly cash payment in lieu thereof if we determine we cannot pay such amounts without potentially violating applicable law), and (iii) notwithstanding anything to the contrary provided in the applicable award agreement, accelerated vesting of 100% of all time-based stock options and other stock-based awards subject to Time-Based Equity Awards held by Dr. Aradhye.
Fehlner.
The Chakravarthy Employment Agreement further provides that if Dr. Chakravarthy's employment is terminated by us without Cause (as defined in the Chakravarthy Employment Agreement) or Dr. Chakravarthy resignsresignation for Good Reason (as such terms are currently defined in the ChakravarthyHinshaw Employment Agreement), he will be entitled to receive: (i) base salary continuation for nine months following termination, or (iii) the Chakravarthy Severance Amount, and, (ii) if Dr. Chakravarthy is enrolled in our health care program immediately prior to the dateboard of termination and properly elects to receive COBRA benefits, nine months of COBRA premiums for himself and his eligible dependents at our normal rate of contribution for employees for coverage at the level in effect immediately prior to the date of termination (ordirectors approving a monthly cash payment in lieu thereof if we determine we cannot pay such amounts without potentially violating applicable law). Paymentsale of the Chakravarthy Severance Amount shall immediately cease if Dr. Chakravarthy breachesCompany or a corporate transaction that allows the termsCompany to continue its operations, with fifty percent of the Restrictive Covenants Agreement between himtotal retention payment payable on June 30, 2023 and us. In lieu of the severance payments and benefits set forth above,remainder payable on September 30, 2023.
day.
Compensation Risk Assessment
Private placements of securities
Series E preferred stock financing
In November 2018, we issued and sold to investors in a private placement an aggregate of 5,282,002 shares of our Series E Preferred Stock at a purchase price of $11.17 per share, for aggregate consideration of approximately $59.0 million. The following table sets forth the number of shares of our Series E preferred stock that we issued to our five percent stockholders and their affiliates in this transaction:
Stockholder | Shares of Series E Preferred Stock | Total Purchase Price ($) | |||||
---|---|---|---|---|---|---|---|
Flagship Pioneering Funds(1) | 1,342,882 | 15,000,000 | |||||
Fidelity Investments(2) | 895,255 | 10,000,000 | |||||
Nestlé Health Sciences US Holdings, Inc. | 581,915 | 6,500,000 | |||||
Gurnet Point L.P. | 895,255 | 10,000,000 |
Promissory notes
We entered into a stock repurchase agreement with Robert Connelly, our former CEO, dated May 31, 2018, in which we repurchased 168,594 shares of our common stock owned by Mr. Connelly at a cost of $3.37 per share, resulting in an aggregate repurchase price of $568,162, which amount was applied to settle a balance of $568,159, including principal and accrued interest, owed to us by Mr. Connelly under a promissory note dated September 5, 2013.
Agreements with our stockholders
agreement, with certain of our stockholders, including affiliates of Flagship Pioneering Funds, or Flagship. The investors'investors’ rights agreement, among other things:
Certain provisions of this agreement, including the Information Rights and the Participation Rights, terminated upon the closing of our initial public offering on May 13, 2019. stock.
In connection with the initial closing of our Series E Preferred Stock financing on November 30, 2018, we entered into a fifth amended and restated voting agreement, or the voting agreement, with certain of our stockholders, including affiliates of Flagship. The voting agreement, among other things, provided the terms for the voting of shares with respect to the constituency of our directors. The voting agreement terminated upon the closing of our initial public offering on May 13, 2019.
Right of First Refusal and Co-sale Agreement
In connection with initial closing of our Series E Preferred Stock financing on November 30, 2018, we entered into a right of first refusal and co-sale agreement with certain of our stockholders, including Flagship. The right of first refusal and co-sale agreement, among other things, granted our investors certain rights of first refusal and co-sale with respect to proposed transfers of our securities by certain stockholders and granted us certain rights of first refusal with respect to proposed transfers of our securities by certain stockholders. The right of first refusal and co-sale agreement terminated upon the closing of our initial public offering on May 13, 2019.
Agreement with Flagship Pioneering
Participation in our IPO
Our existing stockholders, including certain affiliates of our directors, purchased an aggregate of approximately 1,426,200 shares of our common stock in our initial public offering at the initial public offering price. The following table sets forth the number of shares of our common stock purchased by directors, executive officers and 5% stockholders and their affiliates and the aggregate purchase price paid for such shares.
Name | Shares of Common Stock Purchased | Aggregate Cash Purchase Price | |||||
---|---|---|---|---|---|---|---|
Flagship Ventures Opportunities Fund I, L.P.(1) | 500,000 | $ | 10,000,000 | ||||
| | | | | | | |
Fidelity Investments | 576,200 | $ | 11,524,000 | ||||
| | | | | | | |
Nestlé Health Sciences US Holdings, Inc. | 350,000 | $ | 7,000,000 | ||||
| | | | | | | |
Total | 1,426,200 | $ | 28,524,000 | ||||
| | | | | | | |
Limitation of Liability and Indemnification of Officers and Directors
2023.
Name of Beneficial Owner | | | Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% or Greater Stockholders: | | | | | | | | | | | | | |
Flagship Pioneering(1) | | | | | 29,251,545 | | | | | | 39.7% | | |
FMR LLC(2) | | | | | 11,033,193 | | | | | | 15.0% | | |
Nestlé S.A.(3) | | | | | 11,105,438 | | | | | | 15.1% | | |
HarbourVest Partners, LLC(4) | | | | | 6,207,929 | | | | | | 8.4% | | |
Directors, Named Executive Officers and Other Executive Officers | | | | | | | | | | | | | |
William R. Hinshaw, Jr.(5) | | | | | 1,595,869 | | | | | | 2.2% | | |
Paul Fehlner, J.D., Ph.D.(6) | | | | | 273,534 | | | | | | * | | |
Margaret James Koziel, M.D.(7) | | | | | 24,283 | | | | | | * | | |
Robert Crane(8) | | | | | 45,364 | | | | | | * | | |
Martin Hendrix, Ph.D.(9) | | | | | 16,667 | | | | | | * | | |
Catherine Angell Sohn, Pharm.D.(10) | | | | | 80,097 | | | | | | * | | |
William D. “Chip” Baird(11) | | | | | 113,031 | | | | | | * | | |
Gary P. Pisano, Ph.D.(12) | | | | | 153,798 | | | | | | * | | |
Cristina M. Rondinone, Ph.D.(13) | | | | | 108,144 | | | | | | * | | |
Paul Sekhri(14) | | | | | 16,667 | | | | | | * | | |
Michael Rosenblatt(15) | | | | | 29,898 | | | | | | * | | |
Robert Rosiello(16) | | | | | 10,000 | | | | | | * | | |
Torben Straight Nissen(17) | | | | | 10,000 | | | | | | * | | |
All executive officers and directors as a group (13 persons) | | | | | 2,477,352 | | | | | | 3.4% | | |
| Shares beneficially owned | ||||||
---|---|---|---|---|---|---|---|
Name and address of beneficial owner | Number | Percentage | |||||
5% Stockholders: | |||||||
Flagship Pioneering Funds(1) | 8,748,414 | 37.7 | % | ||||
FMR LLC(2) | 3,211,922 | 13.9 | % | ||||
Nestlé Health Sciences US Holdings, Inc.(3) | 2,368,699 | 10.2 | % | ||||
Gurnet Point L.P.(4) | 1,293,891 | 5.6 | % | ||||
HarbourVest Partners L.P.(5) | 1,229,034 | 5.3 | % | ||||
. | |||||||
Named executive officers and directors: | |||||||
David R. Epstein(6) | 602,455 | 2.5 | % | ||||
William Hinshaw(7) | 484,713 | 2.0 | % | ||||
Manu Chakravarthy, M.D., Ph.D.(8) | 163,337 | * | |||||
William D. Baird III(9) | 33,324 | * | |||||
Grégory Behar, M.B.A.(10) | 11,000 | * | |||||
David A. Berry, M.D., Ph.D.(11) | 771,042 | 3.3 | % | ||||
Shreeram Aradhye, M.D.(12) | 61,074 | * | |||||
Stephen Hoge, M.D.(13) | 65,288 | * | |||||
Gary Pisano, Ph.D.(14) | 92,433 | * | |||||
Cristina M. Rondinone, Ph.D.(15) | 31,185 | * | |||||
Catherine A. Sohn, PharmD.(16) | 6,499 | * | |||||
All executive officers and directors as a group (16 persons)(17) | 2,598,734 | 10.4 | % |
HVST-TOPE LLC, which is the Managing Member of SMRS-TOPE LLC. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have a beneficial interest in the shares held by SMRS-TOPE LLC. SMRS-TOPE LLC has the sole power to vote or to direct the vote of; and, to dispose or to direct the disposition of 6,207,929 shares of common stock. HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have shared power to vote or to direct the vote of; and, to dispose or to direct the disposition of 6,207,929 shares of common stock. Voting and investment power over the securities owned directly by SMRS-TOPE LLC is exercised by the Investment Committee of HarbourVest. Each of HarbourVest, HarbourVest Partners L.P. and HVST-TOPE LLC and the members of the HarbourVest Investment Committee disclaim beneficial ownership of the shares held directly by SMRS-TOPE LLC. The principal business office of each HarbourVest Partners, LLC, HarbourVest Partners L.P., HVST-TOPE LLC and SMRS-TOPE LLC is One Financial Center, Boston, MA 02111.
|
April 3, 2020
04160. A proposal submitted outside the requirements of Rule 14a-8 under the Exchange Act will be considered untimely if received after July 9, 2024.