UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
April 28, 2020
19, 2021
2021.
NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS
| Time | ||||
| |||||
Date | | | Tuesday, June 1, 2021 | | |
| Place | | | Online at www.virtualshareholdermeeting.com/ | |
Purpose | | | To elect | ||
To ratify the selection of PwC Wirtschaftsprüfung GmbH as the | |||||
To transact any other business that may properly come before the meeting or any adjournment thereof. | | ||||
| Record Date | | | The Board of Directors has fixed the close of business on April | |
| Meeting Admission | | | All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. In order to be able to attend the meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. | |
| Voting by Proxy | | | If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please submit the voting instruction form you receive from your broker or nominee, as soon as possible so your shares can be voted at the meeting. You may submit your voting instruction form by mail. If you are a stockholder of record, you may also vote by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee. | |
Daniel Courtney Corporate Secretary |
New York, New York
April 28, 2020
19, 2021
How many votes can be cast by all stockholders?
What if I have technical difficulties or trouble accessing the Annual Meeting?
be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting.
Could other matters be decided at the Annual Meeting?
period..
disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.
A third Class II director, Graziano Seghezzi, has informed us that he will not stand for reelection at the Annual Meeting.
CLASS I DIRECTOR NOMINEES – For a Three-Year Term Expiring at the 2023 Annual Meeting of Stockholders | | | AGE | | | DIRECTOR SINCE | |
Joern Aldag has served as our Chief Executive Officer since June 2016 and as a member of our board of directors since June 2018. Mr. Aldag served as the Chief Executive Officer at uniQure N.V. (Nasdaq: QURE, formerly, Amsterdam Molecular Therapeutics N.V.), or uniQure, from October 2009 to December 2015 and as an advisor to the board from January 2016 to May 2016. Prior to his tenure at uniQure, Mr. Aldag was President and Chief Executive Officer of Evotec AG from November 1997 to December 2008. Mr. Aldag serves as a non-executive director on the board of Idorsia Pharmaceuticals Ltd. and Chairman at GeneSpire Srl. Mr. Aldag also served as a non-executive director on the board of Unum Therapeutics, Boston, USA from 2016 to 2020, and as the Chairman of Molecular Partners AG, Zurich, Switzerland (SWIX: MOLN) from 2007 to 2018. He co-founded G7 Therapeutics AG in 2014, which was acquired by Heptares Therapeutics Ltd. in 2016. Mr. Aldag received business degrees from the Harvard Business School (Advanced Management Program) in 1994 and from the European Business School (Diplom Betriebswirt) in 1982. Our Board of Directors believes that Mr. Aldag’s experience gained from serving as our Chief Executive Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our board of directors. | | | 62 | | | 2017 | |
Jan van de Winkel, Ph.D., has served as Chairman of our Board of Directors since October 2017. Dr. van de Winkel is a co-founder of Genmab A/S and has served as the company’s President and Chief Executive Officer since June 2010. He has also served as a Professor of Immunology at Utrecht University since 1996. Prior to June 2010, he served as Genmab’s President Research & Development and Chief Scientific Officer. Dr. van de Winkel serves on the board of directors of LEO Pharma and Omega Alpha SPAC. Our Board of Directors believes that Dr. van de Winkel’s experience in biopharmaceutical research and development and his experience in managerial and director roles in life sciences companies qualify him to serve on our Board of Directors. | | | 60 | | | 2017 | |
David R. Kaufman, M.D., Ph.D., has served as a member of our Board of Directors since April 2019. Dr. Kaufman is currently the Chief Medical Officer of The Bill & Melinda Gates Medical Research Institute, where he has served since January 2018. Dr. Kaufman previously held several positions at Merck Research Laboratories from June 2011 to December 2017, including Head of Translational Oncology from 2017 to 2018, Executive Director, Clinical Oncology from 2015 to 2017 and Associate Director, Merck Drug Development and Leadership Program from 2011 to 2014. Dr. Kaufman serves a member of the board of directors of the Society for Immunotherapy | | | 48 | | | 2019 | |
CLASS I DIRECTOR NOMINEES—FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
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Joern Aldag has served as our Chief Executive Officer since June 2016 and as a member of our board of directors since June 2018. Mr. Aldag served as the Chief Executive Officer at uniQure N.V. (Nasdaq: QURE, formerly, Amsterdam Molecular Therapeutics N.V.), or uniQure, from October 2009 to December 2015 and as an advisor to the board from January 2016 to May 2016. Prior to his tenure at uniQure, Mr. Aldag was President and Chief Executive Officer of Evotec AG from November 1997 to December 2008. Mr. Aldag serves as a non-executive director on the board of Unum Therapeutics, Boston, USA, since January 2016. Mr. Aldag also served as the Chairman of Molecular Partners AG, Zurich, Switzerland (SWIX: MOLN) from 2007 to 2018. He co-founded G7 Therapeutics AG in 2014, which was acquired by Heptares Therapeutics Ltd. in 2016. Mr. Aldag received business degrees from the Harvard Business School (Advanced Management Program) in 1994 and from the European Business School (Diplom Betriebswirt) in 1982. Our Board of Directors believes that Mr. Aldag's experience gained from serving as our Chief Executive Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our board of directors. | 61 | 2017 | |||||
Jan van de Winkel, Ph.D., has served as Chairman of our Board of Directors since October 2017. Dr. van de Winkel is a co-founder of Genmab A/S and has served as the company's President and Chief Executive Officer since June 2010. He has also served as a Professor of Immunology at Utrecht University since 1996. Prior to June 2010, he served as Genmab's President Research & Development and Chief Scientific Officer. Dr. van de Winkel serves on the board of directors of Celdara Medical Inc. and LEO Pharma, as well as the scientific advisory board of Thuja Capital Healthcare Fund and the advisory board of Capricorn Healthtech Fund. Our Board of Directors believes that Dr. van de Winkel's experience in biopharmaceutical research and development and his experience in managerial and director roles in life sciences companies qualify him to serve on our Board of Directors. | 59 | 2017 |
CLASS I DIRECTOR NOMINEES—FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
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David R. Kaufman, M.D., Ph.D., has served as a member of our Board of Directors since April 2019. Dr. Kaufman is currently the Chief Medical Officer of The Bill & Melinda Gates Medical Research Institute, where he has served since January 2018. Dr. Kaufman previously held several positions at Merck Research Laboratories from June 2011 to December 2017, including Head of Translational Oncology from 2017 to 2018, Executive Director, Clinical Oncology from 2015 to 2017 and Associate Director, Merck Drug Development and Leadership Program from 2011 to 2014. Dr. Kaufman serves a member of the board of directors of the Society for Immunotherapy of Cancer. Dr. Kaufman received a Ph.D. in molecular virology/immunology from The Rockefeller University and an M.D. from Weill Medical College of Cornell University. Our Board of Directors believes that Dr. Kaufman's extensive background in pharmaceutical research and development and his experience in managerial and executive roles qualify him to serve on our Board of Directors. | 47 | 2019 | |||||
CLASS I DIRECTOR NOMINEES – For a Three-Year Term Expiring at the 2023 Annual Meeting of Stockholders | | | AGE | | | DIRECTOR SINCE | |
of Cancer. Dr. Kaufman received a Ph.D. in molecular virology/immunology from The Rockefeller University and an M.D. from Weill Medical College of Cornell University. Our Board of Directors believes that Dr. Kaufman’s extensive background in pharmaceutical research and development and his experience in managerial and executive roles qualify him to serve on our Board of Directors. | | | | | | | |
CLASS II DIRECTORS – TERM EXPIRING AT THE 2021 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Jean-Charles Soria, M.D., Ph.D, has served as a member of our board of directors since October 16, 2020. Dr. Soria is a Professor of Medicine and Medical Oncology at the University of Paris-Saclay and has served as General Director of the Gustave Roussy Cancer Center since December 2019. During his tenure at the Gustave Roussy Cancer Center, Dr. Soria has held a number of positions, including Chairman of the Department of Drug Development from 2013 to 2017, member of the Lung Cancer Division focusing on targeted therapies from 2001 to 2017, Chief of the Gustave Roussy SITEP from 2008 to 2013 and Director of the Gustave Roussy Site for Integrated Research on Cancer Program from 2013 to 2017. From 2017 to 2019, Dr. Soria was Senior Vice President at Medimmune LLC, a fully owned subsidiary of AstraZeneca, where he was responsible for early oncology research and development with specific responsibility for immunotherapy, antibody-drug conjugates and cell therapy. Dr. Soria was also Adjunct Professor of Medicine at the MD Anderson Cancer Center from 2013 to 2017. Our Board of Directors believes that Dr. Soria’s experience in the life sciences industry and drug development experience qualify him to serve on our Board of Directors. | | | 50 | | | 2020 | |
Michael A. Kelly has served as a member of our board of directors since February 2019. Mr. Kelly is currently the President of Sentry Hill Partners, LLC, a consulting firm in the global life sciences industry that he founded in 2018. He previously served in various leadership positions at Amgen, Inc., or Amgen, from 2003 to 2017, including Senior Vice President, Global Business Services from 2014 to 2017, Acting Chief Financial Officer in 2010 and 2014 and Vice President, Corporate Planning & Control and Chief Accounting Officer from 2005 to 2010. Prior to joining Amgen, Mr. Kelly previously served as Chief Financial Officer of Tanox, Inc. from 2000 to 2003 and as Vice President, Finance and Corporate Controller of Biogen, Inc. from 1998 to 2000 and Vice President, Finance and Chief Financial Officer of NutraSweet Kelco Company, a division of Monsanto Life Sciences Company from 1996 to 1998. Mr. Kelly received a B.A. from Florida A&M University. Our Board of Directors believes that Mr. Kelly’s experience in the life sciences industry and his financial background qualify him to serve on our Board of Directors. | | | 64 | | | 2019 | |
CLASS II DIRECTORS—TERM EXPIRING AT THE 2021 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
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Sander van Deventer, M.D., Ph.D., has served as a member of our Board of Directors since October 2011. Dr. van Deventer has been a general partner of Forbion Capital Partners (formerly ABN AMRO Capital) since 2006. He has also been the Chief Scientific Officer of uniQure since August 2017. From 2008 to 2009, he served as the Chief Executive Officer of Amsterdam Molecular Therapeutics, or AMT, a gene therapy company that he co-founded in 1998. From 2012 to 2013, he was the Chief Executive Officer of Dezima Pharma, which was acquired by Amgen Inc. In addition, Dr. van Deventer has also served as a member of AMT's board of directors since 2007. He previously served as a member of the board of directors of Argos Therapeutics, Inc. from 2001 until 2018 and a member of the board of directors of uniQure from February 2014 until August 2018. Dr. van Deventer has also served as a professor of translational gastroenterology at Leiden University since 2008. He received an M.D. and Ph.D. from the University of Amsterdam. Our Board of Directors believes that Dr. van Deventer's experience serving on the boards of directors of life science companies and his experience in venture capital qualify him to serve on our Board of Directors. | 65 | 2011 |
CLASS II DIRECTORS—TERM EXPIRING AT THE 2021 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
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Graziano Seghezzi has served as a member of our board of directors since March 2011. Mr. Seghezzi is currently Managing Partner of Sofinnova Partners, which he joined in 2006. Previously, he seed funded and was a member of the board of directors of GlycoVaxyn (Switzerland), which was sold to GlaxoSmithKline in 2015, and Omthera Pharmaceuticals, which went public on Nasdaq in 2013 and was then sold to AstraZeneca later that year. Mr. Seghezzi was a principal at Index Ventures in Geneva, Switzerland from 2003 to 2006, and previously began his career at Sofinnova Partners from 2001 to 2003. Mr. Seghezzi also serves as a member of the board of directors of Inotrem (France), Mission Thereapeutics (United Kingdom), Camphos Therapeutics (United Kingdom), Leucid Bio (United Kingdom), Breath Therapeutics (Germany), Corvidia Therapeudics (USA), Polyneuron, Hookipa Biotech GmbH (Austria), Hotspot Therapeutics (USA), Erydel SpA (Milan), Creabilis Therapeutics (Italy), Crescendo Biologics (United Kingdom) and BiovelocITA (Milan). Mr. Seghezzi holds a degree in genetics and microbiology from the University of Pavia (Italy) and an M.B.A. from the RSM-Erasmus University (Netherlands). Our Board of Directors believes that Mr. Seghezzi's experience as a venture capital investor in biopharmaceutical companies and his training in both business and biology qualify him to serve as a member of our Board of Directors. | 51 | 2011 | |||||
Michael A. Kelly has served as a member of our board of directors since February 2019. Mr. Kelly is currently the President of Sentry Hill Partners, LLC, a consulting firm in the global life sciences industry that he founded in 2018. He previously served in various leadership positions at Amgen, Inc., or Amgen, from 2003 to 2017, including Senior Vice President, Global Business Services from 2014 to 2017, Acting Chief Financial Officer in 2010 and 2014 and Vice President, Corporate Planning & Control and Chief Accounting Officer from 2005 to 2010. Prior to joining Amgen, Mr. Kelly previously served as Chief Financial Officer of Tanox, Inc. from 2000 to 2003 and as Vice President, Finance and Corporate Controller of Biogen, Inc. from 1998 to 2000 and Vice President, Finance and Chief Financial Officer of NutraSweet Kelco Company, a division of Monsanjto Life Sciences Company from 1996 to 1998. Mr. Kelly received a B.A. from Florida A&M University. Our Board of Directors believes that Mr. Kelly's experience in the life sciences industry and his financial background qualify him to serve on our Board of Directors. | 63 | 2019 |
CLASS III DIRECTORS — TERM EXPIRING AT THE 2022 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Julie O’Neill has served as a member of our board of directors since November 2018. Ms. O’Neill previously served as the Executive Vice President, Global Operations of Alexion Pharmaceuticals, Inc., a position she held from January 2015 to September 2018. From February 2014 to January 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, Inc., or Gilead, from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals. She was previously Chairperson for the National Standards Authority of Ireland and is a member of the board and chairs the audit committee of the National Institute for Bioprocessing Research & Training. Ms. O’Neill serves as member of the board of directors of DBV Technologies S.A. (Nasdaq: DBVT) and ICON plc. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (Smurfit School of Business) and is a Chartered Director. Our Board of Directors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters qualify her to serve on our Board of Directors. | | | 55 | | | 2018 | |
Christoph Lengauer, Ph.D., has served as a member of our board of directors since June 2018. Dr. Lengauer has been a partner at Third Rock Ventures since May 2019 and was previously a venture partner from January 2016 to May 2019. Dr. Lengauer has served as founding Chief Innovation Officer at Thrive Early Detection since April 2019. He has been the Chief Scientific Officer of Celsius Therapeutics from April 2018 till April 2020. He has been the Executive Vice President of Blueprint Medicines since November 2016, where he was previously the Chief Scientific Officer and Chief Drug Hunter from January 2012 to November 2016, the Vice President and Global Head of Oncology Drug Discovery and Preclinical Development at Sanofi S.A., a multinational pharmaceutical company, from May 2008 to January 2012 and Executive Director and Senior Unit Head of Oncology Discovery at the Novartis Institutes for Biomedical Research from July 2005 to May 2008. Prior to his experience at Novartis, Dr. Lengauer was a member of the faculty at the Sidney Kimmel Comprehensive Cancer Center at the Johns Hopkins University School of Medicine from 1997 to 2005. Dr. Lengauer received an M.Sc. in human genetics from the University of Salzburg, Austria, a Ph.D. in biology from the University of Heidelberg, Germany and an M.B.A. in medical services management from The Johns Hopkins University. Our Board of Directors believes that Dr. Lengauer’s experience in biopharmaceutical research and development and his experience in venture capital qualify him to serve on our Board of Directors. | | | 56 | | | 2018 | |
CLASS III DIRECTORS—TERM EXPIRING AT THE 2022 ANNUAL MEETING OF STOCKHOLDERS | AGE | DIRECTOR SINCE | |||||
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Julie O'Neill has served as a member of our board of directors since November 2018. Ms. O'Neill previously served as the Executive Vice President, Global Operations of Alexion Pharmaceuticals, Inc., a position she held from January 2015 to September 2018. From February 2014 to January 2015, Ms. O'Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading. Prior to joining Alexion, Ms. O'Neill served in various leadership positions at Gilead Sciences, Inc., or Gilead, from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead, Ms. O'Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals. She was previously Chairperson for the National Standards Authority of Ireland and is a member of the board and chairs the audit committee of the National Institute for Bioprocessing Research & Training. Ms. O'Neill serves as member of the board of directors of DBV Technologies S.A. (Nasdaq: DBVT) and ICON plc. Ms. O'Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (Smurfit School of Business) and is a Chartered Director. Our Board of Directors believes that Ms. O'Neill's experience in the life sciences industry and her knowledge of corporate development matters qualify her to serve on our Board of Directors. | 54 | 2018 | |||||
Christoph Lengauer, Ph.D., has served as a member of our board of directors since June 2018. Dr. Lengauer has been a partner at Third Rock Ventures since May 2019 and was previously a venture partner from January 2016 to May 2019. Dr. Lengauer has served as founding Chief Innovation Officer at Thrive Early Detection since April 2019. He has been the Chief Scientific Officer of Celsius Therapeutics from April 2018 till April 2020. He has been the Executive Vice President of Blueprint Medicines since November 2016, where he was previously the Chief Scientific Officer and Chief Drug Hunter from January 2012 to November 2016, the Vice President and Global Head of Oncology Drug Discovery and Preclinical Development at Sanofi S.A., a multinational pharmaceutical company, from May 2008 to January 2012 and Executive Director and Senior Unit Head of Oncology Discovery at the Novartis Institutes for Biomedical Research from July 2005 to May 2008. Prior to his experience at Novartis, Dr. Lengauer was a member of the faculty at the Sidney Kimmel Comprehensive Cancer Center at the Johns Hopkins University School of Medicine from 1997 to 2005. Dr. Lengauer received an M.Sc. in human genetics from the University of Salzburg, Austria, a Ph.D. in biology from the University of Heidelberg, Germany and an M.B.A. in medical services management from The Johns Hopkins University. Our Board of Directors believes that Dr. Lengauer's experience in biopharmaceutical research and development and his experience in venture capital qualify him to serve on our Board of Directors. | 55 | 2018 | |||||
Reinhard Kandera has served as our Chief Financial Officer since April 2017 and as a member of our board of directors since June 2018. Mr. Kandera served as the Chief Financial Officer and Member of the Management Board of Valneva SE, or Valneva, from May 2013 to April 2017. Prior to Valneva, he served as Chief Financial Officer of Intercell AG, or Intercell, from March 2009 to May 2013 and as Member of Intercell's Management Board from November 2009 to May 2013, which merged with Vivalis SA to become Valneva in May 2013. Mr. Kandera received doctorate degrees in Business Administration and in Law from the Vienna University. Our Board of Directors believes that Mr. Kandera's experience gained from serving as our Chief Financial Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | 50 | 2018 |
CLASS III DIRECTORS — TERM EXPIRING AT THE 2022 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Reinhard Kandera has served as our Chief Financial Officer since April 2017 and as a member of our board of directors since June 2018. Mr. Kandera served as the Chief Financial Officer and Member of the Management Board of Valneva SE, or Valneva, from May 2013 to April 2017. Prior to Valneva, he served as Chief Financial Officer of Intercell AG, or Intercell, from March 2009 to May 2013 and as Member of Intercell’s Management Board from November 2009 to May 2013, which merged with Vivalis SA to become Valneva in May 2013. Mr. Kandera received doctorate degrees in Business Administration and in Law from the Vienna University. Our Board of Directors believes that Mr. Kandera’s experience gained from serving as our Chief Financial Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | | | 51 | | | 2018 | |
NON-CONTINUING DIRECTORS | | | | | | | |
Graziano Seghezzi has served as a member of our board of directors since March 2011. Mr. Seghezzi is currently Managing Partner of Sofinnova Partners, which he joined in 2006. Previously, he seed funded and was a member of the board of directors of GlycoVaxyn (Switzerland), which was sold to GlaxoSmithKline in 2015, and Omthera Pharmaceuticals, which went public on Nasdaq in 2013 and was then sold to AstraZeneca later that year. Mr. Seghezzi was a principal at Index Ventures in Geneva, Switzerland from 2003 to 2006, and previously began his career at Sofinnova Partners from 2001 to 2003. Mr. Seghezzi also serves as a member of the board of directors of Inotrem (France), Mission Thereapeutics (United Kingdom), Camphos Therapeutics (United Kingdom), Leucid Bio (United Kingdom), Breath Therapeutics (Germany), Corvidia Therapeudics (USA), Polyneuron, Hookipa Biotech GmbH (Austria), Hotspot Therapeutics (USA), Erydel SpA (Milan), Creabilis Therapeutics (Italy), Crescendo Biologics (United Kingdom) and BiovelocITA (Milan). Mr. Seghezzi holds a degree in genetics and microbiology from the University of Pavia (Italy) and an M.B.A. from the RSM-Erasmus University (Netherlands). Our Board of Directors believes that Mr. Seghezzi’s experience as a venture capital investor in biopharmaceutical companies and his training in both business and biology qualify him to serve as a member of our Board of Directors. Mr. Seghezzi’s decision to not stand for reelection is not the result of any disagreement with the Company relating to any of our operations, policies or practices. | | | 52 | | | 2011 | |
Name | |||||||
| | | | Position(s) | | ||
Joern | | | | | Chief Executive Officer, Director | | |
Reinhard | | | | | Chief Financial Officer, Director | | |
Igor Matushansky, M.D., Ph.D. | | | | | Chief Medical Officer and Global Head of Research and Development | | |
Klaus Orlinger, Ph.D. | | | | | Executive Vice President, Research | | |
Roman Necina, Ph.D. | | | | | Chief Technology Officer | | |
Christine Baker | | | 56 | | | Chief Business Officer | |
Committee, Compensation Committee and Nominating and Corporate Governance Committee are all available on our website (https://
hookipapharma.com) underapplicable listing standards of Nasdaq. During the fiscal year ended December 31, 2019,2020, the Compensation Committee met 3five times. The Compensation Committee'sCommittee’s responsibilities include:
Non-Management Director Meetings
governance guidelines provide the flexibility for our Board of Directors to modify our leadership structure in the future, as it deems appropriate.
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Joern Aldag(3) Chief Executive Officer | | | | | 2020 | | | | | | 495,102 | | | | | | 49,082 | | | | | | 1,081,912 | | | | | | 297,940 | | | | | | — | | | | | | 1,924,036 | | |
| | | 2019 | | | | | | 469,205 | | | | | | | | | | | | 5,617,254 | | | | | | 281,522 | | | | | | — | | | | | | 6,367,981 | | | ||
Reinhard Kandera(3) Chief Financial Officer | | | | | 2020 | | | | | | 373,806 | | | | | | 24,208 | | | | | | 418,700 | | | | | | 175,137 | | | | | | 13,132(4) | | | | | | 1,004,983 | | |
| | | 2019 | | | | | | 352,248 | | | | | | | | | | | | 814,250 | | | | | | 169,079 | | | | | | 12,902 | | | | | | 1,348,479 | | | ||
Igor Matushansky Chief Medical Officer | | | | | 2020 | | | | | | 399,750 | | | | | | 32,531 | | | | | | 352,703 | | | | | | 189,322 | | | | | | 13,862(5) | | | | | | 988,168 | | |
| | | 2019 | | | | | | 393,538 | | | | | | | | | | | | 483,675 | | | | | | 177,092 | | | | | | 88,409 | | | | | | 1,142,714 | | |
Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Joern Aldag(3) | 2019 | 469,205 | 5,617,254 | 281,522 | — | 6,367,981 | |||||||||||||
Chief Executive Officer | 2018 | 361,600 | — | 180,799 | 5,193 | 547,592 | |||||||||||||
Reinhard Kandera(3) | 2019 | 352,248 | 814,250 | 169,079 | 12,902 | (4) | 1,348,479 | ||||||||||||
Chief Financial Officer | 2018 | 295,307 | — | 147,713 | 13,613 | 456,633 | |||||||||||||
Igor Matushansky | 2019 | 393,538 | 483,675 | 177,092 | 88,409 | (5) | 1,142,714 | ||||||||||||
Chief Medical Officer | 2018 | 357,000 | 279,186 | 158,280 | 11,438 | 805,904 |
In 2018 and the beginning of 2019,
officers that increased their annual base salary to €460,000€434,300 for Mr. Aldag, €338,000€327,900 for Mr. Kandera and $410,000$399,750 for Dr. Matushansky, which may be increased by our Compensation Committee during the annual redetermination of base salaries. In April 2020, in light of COVID-19, our executive officers agreed to a reduction of their base salaries by 40-50% until 1 July 2020. For additional information regarding the employment agreements of our named executive officers, see subsection entitled "Employment“Employment Arrangements with our Named Executive Officers."
”
Name | | | |||||
Target Bonus (% of base salary) | | ||||||
---|---|---|---|---|---|---|---|
Joern Aldag | | | | | 50 | | |
Reinhard Kandera | | | | | 40 | | |
Igor Matushansky | | | | | 40 | | |
employment in Hamburg, Germany and other Company office locations. Additionally, in the event that Mr. Aldag is liable for and pays social security costs in both Germany and Austria, without any corresponding credit, the Company will reimburse Mr. Aldag for up to €25,000 of social security costs per year.
entitled to receive (i) a lump sum in cash an amount equal to 1.0 times the sum of (A) Mr. Kandera'sKandera’s then current base salary (or Mr. Kandera'sKandera’s base salary in effect immediately prior to the change in control, if higher) plus (B) Mr. Kandera'sKandera’s target annual incentive compensation, (ii) up to 12 months of continued participation in our benefit plans at active employee rates, and (iii) full acceleration of vesting of all stock options and other stock-based awards held by Mr. Kandera.
those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to Dr. Matushansky.
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||
Name | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | |||||||||||||||||||||
Joern Aldag | | | | | 6/1/2016 | | | | | | 395,852 | | | | | | — | | | | | | 0.10 | | | | | | 12/31/2026 | | | | | | | | | | | | | | |
| | | 4/17/2019 | | | | | | 226,746 | | | | | | 377,910 | | | | | | 14.00 | | | | | | 4/17/2029 | | | | | | | | | | | | | | | ||
| | | 4/20/2020 | | | | | | 0 | | | | | | 200,000 | | | | | | 8.03 | | | | | | 4/20/2030 | | | | | | | | | | | | | | | ||
| | | 7/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,128 | | | | | | 45,780 | | | ||
Reinhard Kandera | | | | | 6/1/2017 | | | | | | 64,946 | | | | | | 9,278 | | | | | | 0.10 | | | | | | 12/31/2026 | | | | | | | | | | | | | | |
| | | 12/1/2017 | | | | | | 26,267 | | | | | | 8,755 | | | | | | 0.10 | | | | | | 12/31/2026 | | | | | | | | | | | | | | | ||
| | | 4/17/2019 | | | | | | 32,868 | | | | | | 54,780 | | | | | | 14.00 | | | | | | 4/17/2029 | | | | | | | | | | | | | | | ||
| | | 4/20/2020 | | | | | | 0 | | | | | | 77,400 | | | | | | 8.03 | | | | | | 4/20/2030 | | | | | | | | | | | | | | | ||
| | | 7/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,036 | | | | | | 22,579 | | | ||
Igor Matushansky | | | | | 3/1/2017 | | | | | | — | | | | | | 8,079 | | | | | | 0.10 | | | | | | 12/31/2026 | | | | | | | | | | | | | | |
| | | 1/1/2018 | | | | | | — | | | | | | 14,208 | | | | | | 0.10 | | | | | | 12/31/2026 | | | | | | | | | | | | | | | ||
| | | 1/1/2019 | | | | | | — | | | | | | 7,669 | | | | | | 0.10 | | | | | | 12/31/2026 | | | | | | | | | | | | | | | ||
| | | 10/1/2018 | | | | | | 22,122 | | | | | | 22,121 | | | | | | 10.33 | | | | | | 12/31/2026 | | | | | | | | | | | | | | | ||
| | | 4/17/2019 | | | | | | 19,524 | | | | | | 32,540 | | | | | | 14.00 | | | | | | 4/17/2029 | | | | | | | | | | | | | | | ||
| | | 4/20/2020 | | | | | | — | | | | | | 65,200 | | | | | | 8.03 | | | | | | 4/20/2030 | | | | | | | | | | | | | | | ||
| | | 7/20/2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,736 | | | | | | 30,342 | | |
| Option Awards | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date(2) | ||||||||
Joern Aldag | 6/1/2016 | 346,371 | 49,481 | 0.10 | 12/31/2026 | ||||||||
4/17/2019 | — | 604,656 | 14.00 | 4/17/2029 | |||||||||
Reinhard Kandera | 6/1/2017 | 46,390 | 27,834 | 0.10 | 12/31/2026 | ||||||||
12/1/2017 | 17,511 | 17,511 | 0.10 | 12/31/2026 | |||||||||
4/17/2019 | — | 87,648 | 14.00 | 4/17/2029 | |||||||||
Igor Matushansky | 3/1/2017 | — | 40,375 | 0.10 | 12/31/2026 | ||||||||
1/1/2018 | — | 25,575 | 0.10 | 12/31/2026 | |||||||||
1/1/2019 | — | 13,634 | 0.10 | 12/31/2026 | |||||||||
10/1/2018 | 11,061 | 33,182 | 10.33 | 12/31/2026 | |||||||||
4/17/2019 | — | 52,064 | 14.00 | 4/17/2029 |
| | | Column (C) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
| Column (A) | | ||||||||
| Column (B) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | ||||||||
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | |||||||||
Plan Category | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | |||||||||
Equity Compensation Plans Approved by Stockholders(1) | 2,999,284 | 7.63 | 966,522 | |||||||
Equity Compensation Plans Not Approved by Stockholders | 0 | 0 | 0 | |||||||
| | | | | | | | | | |
Total(2) | 2,999,284 | 7.63 | 966,522 | |||||||
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | Column (A) | | | Column (B) | | | Column (C) | | |||||||||
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | | |||||||||
Equity Compensation Plans Approved by Stockholders(1) | | | | | 3,555,945 | | | | | | 8.45 | | | | | | 1,169,789 | | |
Equity Compensation Plans Not Approved by Stockholders | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Total(2) | | | | | 3,555,945 | | | | | | 8.45 | | | | | | 1,169,789 | | |
Name | | | Fees earned or paid in cash ($)(1) | | | Option awards ($) (2) | | | Total ($) | | |||||||||
Jan van de Winkel(3) | | | | | 87,503 | | | | | | 146,088 | | | | | | 233,591 | | |
Christoph Lengauer(4) | | | | | 44,005 | | | | | | 73,044 | | | | | | 117,049 | | |
Sander van Deventer(5) | | | | | 23,757 | | | | | | — | | | | | | 23,757 | | |
Graziano Seghezzi(6) | | | | | 45,008 | | | | | | 73,044 | | | | | | 118,052 | | |
Julie O’Neill(7) | | | | | 47,504 | | | | | | 73,044 | | | | | | 120,548 | | |
Michael A. Kelly(8) | | | | | 55,088 | | | | | | 73,044 | | | | | | 128,132 | | |
David R. Kaufman(9) | | | | | 43,756 | | | | | | 73,044 | | | | | | 116,800 | | |
Jean-Charles Soria(10) | | | | | 10,000 | | | | | | 164,033 | | | | | | 174,033 | | |
Name | Fees earned or paid in cash ($) | Option awards ($)(1) | Total ($) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Jan van de Winkel(2) | 67,500 | 181,604 | 249,104 | |||||||
Christoph Lengauer(3) | 44,000 | 124,207 | 168,207 | |||||||
Sander van Deventer(4) | 28,500 | 236,791 | 265,291 | |||||||
Graziano Seghezzi(5) | 27,000 | 236,791 | 263,791 | |||||||
Julie O'Neill(6) | 40,375 | 124,207 | 164,582 | |||||||
Michael A. Kelly(7) | 51,250 | 176,256 | 227,506 | |||||||
David R. Kaufman(8) | 30,000 | 176,256 | 206,256 |
the policy, all non-employee directors are paid cash compensation from and after the completion of our initial public offering, as set forth below:
| Annual Retainer | |||
---|---|---|---|---|
Board of Directors: | ||||
All non-employee members | $ | 40,000 | ||
Additional retainer for Non-Executive Chairman of the Board | $ | 30,000 | ||
Audit Committee: | ||||
Chairman | $ | 22,500 | ||
Non-Chairman members | $ | 15,000 | ||
Compensation Committee: | ||||
Chairman | $ | 15,000 | ||
Non-Chairman members | $ | 10,000 | ||
Nominating and Corporate Governance Committee: | ||||
Chairman | $ | 11,500 | ||
Non-Chairman members | $ | 7,500 |
| | | Annual Retainer | | |||
Board of Directors: | | | | | | | |
All non-employee members | | | | $ | 40,000 | | |
Additional retainer for Non-Executive Chairman of the Board | | | | $ | 30,000 | | |
Audit Committee: | | | | | | | |
Chairman | | | | $ | 22,500 | | |
Non-Chairman members | | | | $ | 15,000 | | |
Compensation Committee: | | | | | | | |
Chairman | | | | $ | 15,000 | | |
Non-Chairman members | | | | $ | 10,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Chairman | | | | $ | 11,500 | | |
Non-Chairman members | | | | $ | 7,500 | | |
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% Stockholders | | | | | | | | | | | | | |
Sofinnova Capital VI FCPR(2) | | | | | 3,471,216 | | | | | | 13.35% | | |
Forbion Capital Fund II Coöperatief U.A.(3) | | | | | 2,141,887 | | | | | | 8.24% | | |
Entities affiliated with Redmile Group(4) | | | | | 2,573,471 | | | | | | 9.99% | | |
Gilead Sciences, Inc.(5) | | | | | 2,092,799 | | | | | | 8.05% | | |
Takeda Ventures, Inc.(6) | | | | | 1,333,588 | | | | | | 5.13% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Joern Aldag(7) | | | | | 761,712 | | | | | | 2.93% | | |
Reinhard Kandera(8) | | | | | 166,561 | | | | | | * | | |
Igor Matushansky(9) | | | | | 167,612 | | | | | | * | | |
Jan van de Winkel(10) | | | | | 95,398 | | | | | | * | | |
Christoph Lengauer(11) | | | | | 21,893 | | | | | | * | | |
Jean-Charles Soria | | | | | 0 | | | | | | * | | |
Graziano Seghezzi(12) | | | | | 22,400 | | | | | | * | | |
Julie O’Neill(13) | | | | | 21,893 | | | | | | * | | |
Michael A. Kelly(14) | | | | | 12,800 | | | | | | * | | |
David R. Kaufman(15) | | | | | 12,800 | | | | | | * | | |
All executive officers and directors as a group (13 persons)(16) | | | | | 1,490,831 | | | | | | 5.74 | | |
Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
---|---|---|---|---|---|---|---|
| | | | | | | |
5% Stockholders | |||||||
Sofinnova Capital VI FCPR(2) | 3,963,854 | 18.16 | % | ||||
Forbion Capital Fund II Coöperatief U.A.(3) | 2,494,173 | 11.43 | % | ||||
Entities affiliated with Redmile Group(4) | 1,892,521 | 8.67 | % | ||||
Gilead Sciences, Inc.(5) | 1,667,268 | 7.64 | % | ||||
Boehringer Ingelheim Venture Fund GmbH(6) | 1,666,806 | 7.64 | % | ||||
Takeda Ventures, Inc.(7) | 1,333,588 | 6.11 | % | ||||
Directors and Named Executive Officers | |||||||
Joern Aldag(8) | 547,016 | 2.45 | % | ||||
Reinhard Kandera(9) | 99,469 | * | |||||
Igor Matushansky(10) | 109,098 | * | |||||
Jan van de Winkel(11) | 51,229 | * | |||||
Christoph Lengauer(12) | 6,914 | * | |||||
Sander van Deventer(13) | 6,400 | * | |||||
Graziano Seghezzi(14) | 6,400 | * | |||||
Julie O'Neill(15) | 6,914 | * | |||||
Michael A. Kelly(16) | 6,400 | * | |||||
David R. Kaufman(17) | 6,400 | * | |||||
All executive officers and directors as a group (12 persons)(18) | 876,400 | 4.02 | % |
voting and dispositive
and Takeda Ventures, Inc. ("(“Takeda Ventures"Ventures”). According to the Schedule 13G, Takeda Limited'sLimited’s beneficial ownership is comprised of 1,333,588 shares of common stock held by Takeda Ventures, a
Series D Preferred Stock Financing
In February 2019, we issued and sold an aggregate of 257,000 shares of our Series D preferred stock at a price of $145.65 per share. The following table sets forth the number of shares of our Series D preferred stock purchased by our directors, executive officers and five percent stockholders and their affiliates and the aggregate purchase price paid for such shares.
Purchaser | Shares of Series D Preferred Stock Purchased | Aggregate Purchase Price ($) | |||||
---|---|---|---|---|---|---|---|
| | | | | | | |
Takeda Ventures, Inc. | 14,500 | 2,111,925.00 | |||||
667, L.P.(1) | 5,170 | 753,010.50 | |||||
Baker Brothers Life Sciences, L.P. | 45,500 | 6,627,075.00 | |||||
Redmile Biopharma Investments I, L.P. | 51,502 | 7,501,266.30 | |||||
RAF, L.P.(2) | 34,328 | 4,999,873.20 | |||||
| | | | | | | |
Total | 151,000 | 21,993,150.00 |
Employment Agreements
”
We are party to an agreement, effective January 1, 2014, as further amended, with the University of Basel, pursuant to which the University of Basel provides us with specified research activities and deliverables. Daniel Pinschewer, M.D., who was our Chief Scientific Officer until December 31, 2019, and who is now serving as our Scientific Advisor to the Chief Executive Officer, is an employee of the University of Basel and provides research services to the University of Basel pursuant to this Agreement. Dr. Pinchewer's spouse is also employed by the University of Basel and assists on the services provided to us as scientific staff. The compensation of Dr. Pinschewer's spouse is indirectly tied
to the revenues the university receives from us under the terms of this agreement. During the years ended December 31, 2018 and 2019, we paid CHF 366,424 and CHF 433,399, respectively, to the University of Basel for services provided under this Agreement.
Agreement Regarding Consulting Services of Employee
Agreements with our Stockholders
We entered into the shareholders' agreement in connection with our Series B preferred stock financing in 2013, which was further amended and restated in 2016 in connection with our Series B preferred stock extension financing, in 2017 in connection with our Series C preferred stock financing, in June 2018 in connection with our reorganization as Hookipa Biotech, Inc. and in February 2019 in connection with our Series D preferred stock financing, or the Shareholders' Agreement. The Shareholders' Agreement automatically terminated upon the closing of the initial public offering, other than with respect to the registration rights provided for therein.
The Shareholders' Agreement provided for the voting of shares with respect to the constituency of our board of directors and the voting of shares in favor of specified matters. The agreement provided these holders with certain rights relating to the registration of their shares under the Securities Act of 1933, as amended.
The Shareholder Agreement also established certain board observer rights, reporting and information rights, drag-along rights and tag-along rights, and set forth certain covenants relating to insurance, employee agreements, employee stock and related matters.
Participation in our Initial Public Offering
Certain of our existing stockholders, including stockholders affiliated with certain of our directors, purchased an aggregate of approximately $61.8 million in shares of our common stock in our initial public offering in April 2019 at the initial public offering price. The underwriting discount for the shares sold to such stockholders in the initial public offering was the same as the underwriting discount for the shares sold to the public.
Policies for Approval of Related Party Transactions
Based on these discussions, the financial statement review and other matters it deemed relevant, the Audit Committee recommended to the Board that the Company'sCompany’s audited consolidated financial statements for the fiscal year ended December 31, 20192020 be included in its Annual Report on Form 10-K for the year ended 2019.
2020.
PROPOSAL 2PROPOSAL 2: : RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fee Category | | | Year ended December 31, 2020 | | | Year ended December 31, 2019 | | ||||||
Audit Fees(1) | | | | | 497,387 | | | | | | 690,124 | | |
Audit-Related Fees(2) | | | | | 821,326 | | | | | | 1,066,515 | | |
All Other Fees | | | | | 0 | | | | | | 0 | | |
Total | | | | | 1,318,713 | | | | | | 1,756,639 | | |
Fee Category | Year ended December 31, 2019 | Year ended December 31, 2018 | |||||
---|---|---|---|---|---|---|---|
| | | | | | | |
Audit Fees(1) | 690,124 | 301,481 | |||||
Audit-Related Fees(2) | 1,066,515 | 479,240 | |||||
All Other Fees(3) | 0 | 113,049 | |||||
| | | | | | | |
Total | 1,756,639 | 893,770 | |||||
| | | | | | | |
| | | | | | | |
| | | | | | | |
Committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.