| TABLE OF CONTENTS | |
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| 2023 PROXY STATEMENT SUMMARY | |
| Date: | | | June | |
| Time: | | | 8:00 a.m. Eastern Daylight Time | |
| Location: | | | The meeting can be accessed by visiting https://web.lumiagm.com/236626312, where you will be able to attend the meeting live via webcast, submit questions and vote online. There will be no physical location for stockholders to attend. | |
| Record Date: | | | April | |
| Number of Common Shares Eligible to Vote as of the Record Date: | | | |
| | | | | | | Board Recommendation | | | Page Reference (for more detail) | |
| Proposal 1: | | | Elect Seven Directors | | | ☒ FOR EACH NOMINEE | | | | |
| Proposal 2: | | | Approve an amendment to our Charter to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-50, at any time prior to November 1, 2023, the implementation and timing of which shall be subject to the discretion of our Board of Directors | | | ☒ FOR | | | 36 | |
| Proposal 3: | | | Ratify the appointment of KPMG LLP as Independent Registered Public Accounting Firm for the | | | ☒ FOR | | | | |
| Proposal | | | Approve, on an advisory basis, the compensation of our named executive officers | | | ☒ FOR | | | | |
| Proposal 5: | | | Approve the Zynerba Pharmaceuticals, Inc. 2023 Stock Option and Incentive Plan | | | ☒ FOR | | | 45 | |
| Proposal 6: | | | Approve, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance and sale of 20% or more of the Company’s common stock in connection with a Purchase Agreement with Lincoln Park Capital Fund, LLC | | | ☒ FOR | | | 51 | |
| 2023 PROXY STATEMENT SUMMARY (continued) | |
| | | | | | | Board Recommendation | | | Page Reference (for more detail) | |
| Proposal 7: | | | Approve the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 2 | | | ☒ FOR | | | 53 | |
| | | | | | | | Committee Membership | | | | | | | | | Committee Membership | | ||||||||||||||||||||
Name | | Age | | Director Since | | Principal Occupation | | AC | | CC | | NCGC | | | Age | | Director Since | | Principal Occupation | | AC | | CC | | NCGC | | ||||||||||||
Armando Anido | | 64 | | 2014 | | Chairman & Chief Executive Officer of Zynerba Pharmaceuticals, Inc. | | | | | | | | | 65 | | 2014 | | Chairman & Chief Executive Officer of Zynerba Pharmaceuticals, Inc. | | | | | | | | ||||||||||||
John Butler | | 57 | | 2018 | | President and Chief Executive Officer of Akebia Therapeutics, Inc. | | | | | | |||||||||||||||||||||||||||
John P. Butler | | 58 | | 2018 | | President and Chief Executive Officer of Akebia Therapeutics, Inc. | | | | | | |||||||||||||||||||||||||||
Warren D. Cooper, MB, BS, BSc, MFPM† | | 69 | | 2015 | | Partner & Chief Medical Officer of Healthcare Royalty Partners | | | | | | | 70 | | 2015 | | Chief Medical Officer of Healthcare Royalty | | | | | | ||||||||||||||||
William J. Federici | | 62 | | 2015 | | Retired Senior Vice President and Chief Financial Officer of West Pharmaceutical Services, Inc. | | | | | | | | 63 | | 2015 | | Retired Senior Vice President and Chief Financial Officer of West Pharmaceutical Services, Inc. | | | | | | | ||||||||||||||
Daniel L. Kisner, MD | | 75 | | 2015 | | Independent Consultant | | | | | | | | 76 | | 2015 | | Independent Consultant | | | | | | | ||||||||||||||
Kenneth I. Moch | | 67 | | 2015 | | Independent Consultant | | | | | | | 68 | | 2015 | | President of Euclidean Life Science Advisors, LLC | | | | | | ||||||||||||||||
Pamela Stephenson | | 54 | | 2019 | | Chief Commercial Officer of Albireo Pharma, Inc. | | | | | | | | 55 | | 2019 | | Independent Consultant | | | | | | |
| 2023 PROXY STATEMENT SUMMARY (continued) | |
| Size of Board (set by the Board) | | | 7 | |
| Number of Independent Directors | | | 6 | |
| Lead Independent Director | | | Yes | |
| Board Self-Evaluation | | | Annual | |
| Review of Independence of Board | | | Annual | |
| Independent Directors Meet Without Management Present | | | Yes | |
| Annual Director Elections | | | Yes | |
| Voting Standard for Election of Directors | | | Plurality(1) | |
| Diversity of Board background, experience and skills | | | Yes | |
| GENERAL INFORMATION | |
| GENERAL INFORMATION (continued) | |
| 2023 PROXY STATEMENT SUMMARY (continued) | |
| Size of Board (set by the Board) | | | 7 | | |||||||||||
| Number of Independent Directors | | | | ||||||||||||
| ||||||||||||||||
Lead Independent Director | | | Yes | | ||||||||||||
| Board Self-Evaluation | | | | ||||||||||||
| Review of Independence of Board | | | | ||||||||||||
Independent Directors Meet Without Management Present | | | | |||||||||||||
| Annual Director Elections | | | | ||||||||||||
| Voting Standard for Election of Directors | | | | ||||||||||||
| Diversity of Board background, experience and skills | | | |||||||||||||
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| GENERAL INFORMATION | |
| GENERAL INFORMATION (continued) | |
| 2023 PROXY STATEMENT SUMMARY (continued) | |
| Size of Board (set by the Board) | | | 7 | |
| Number of Independent Directors | | | 6 | |
| Lead Independent Director | | | Yes | |
| Board Self-Evaluation | | | Annual | |
| Review of Independence of Board | | | Annual | |
| Independent Directors Meet Without Management Present | | | Yes | |
| Annual Director Elections | | | Yes | |
| Voting Standard for Election of Directors | | | Plurality(1) | |
| Diversity of Board background, experience and skills | | | Yes | |
| GENERAL INFORMATION | |
| GENERAL INFORMATION (continued) | |
| GENERAL INFORMATION (continued) | |
Proposal | | | Votes Required | | | Treatment of Votes Withheld, Abstentions and Broker Non-Votes | | | Broker Discretionary Voting | |
Proposal 1 – Election of Seven Directors | | | Plurality of shares present in person (virtually) or by proxy and entitled to vote on the election. | | | Votes withheld and broker non-votes have no effect. | | | No | |
Proposal 2 – Approve an amendment to our Charter to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-50, at any time prior to November 1, 2023, the implementation and timing of which shall be subject to the discretion of our Board of Directors | | | Majority of the outstanding shares entitled to vote. | | | Abstentions and broker non-votes will have the effect of votes against. | | | Yes | |
Proposal 3 – Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the 2023 Fiscal Year | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | | Yes | |
Proposal 4 – Approval, on a non-binding advisory basis, of the compensation of our named executive officers | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | | No | |
Proposal 5 – Approval of Zynerba Pharmaceuticals, Inc. 2023 Stock Option and Incentive Plan | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | | No | |
Proposal 6 – Approve, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance and sale of 20% or more of the Company’s common stock in connection with a Purchase Agreement with Lincoln Park Capital Fund, LLC | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | | No | |
Proposal 7 – Approve an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 2 | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | | Yes | |
| GENERAL INFORMATION (continued) | |
| | | | | | |||
| Mailing your signed proxy card or voter instruction card. | | | Using the Internet at www.voteproxy.com. | | | Calling toll-free from the United States, U.S. territories and Canada to 1-800-776-9437. | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | |
| | | | | | | | | Committee Membership | | ||||||
Name, Age | | | Age | | | Position | | | AC | | | CC | | | NCGC | |
Armando Anido | | | 65 | | | Chairman of the Board and CEO | | | | | | | | | | |
Terri B. Sebree | | | 65 | | | President | | | | | | | | | | |
James E. Fickenscher | | | 59 | | | CFO and VP, Corporate Development | | | | | | | | | | |
Albert P. Parker | | | 57 | | | Chief Legal Officer and Corporate Secretary | | | | | | | | | | |
Brian Rosenberger | | | 54 | | | VP, Commercial and Business Development | | | | | | | | | | |
John P. Butler | | | 58 | | | Director | | | | | | | | | ||
Warren D. Cooper, MB, BS, BSc, MFPM† | | | 70 | | | Director | | | | | | | | | ||
William J. Federici | | | 63 | | | Director | | | | | | | | | | |
Daniel L. Kisner, MD | | | 76 | | | Director | | | | | | | | | | |
Kenneth I. Moch | | | 68 | | | Director | | | | | | | | | ||
Pamela Stephenson | | | 55 | | | Director | | | | | | | | | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| ARMANDO ANIDO | | ||||||
| Age: Chairman and Chief Executive Officer Since: 2014 | | | Committee Memberships: N/A | | | Other Public Directorships: Altamira Therapeutics Ltd.; SCYNEXIS, Inc. | |
| Armando Anido has served as chairman of our Board and as our chief executive officer since October 2014. Prior to joining our company, Mr. Anido served as our business consultant from May 2014 to October 2014. Mr. Anido has more than 40 years of executive, operational and commercial leadership experience in the pharmaceutical industry. Mr. Anido served as chief executive officer and as a director of NuPathe, Inc. (“NuPathe”), a publicly-traded specialty pharmaceutical company, from July 2012 through March 2014, during which time he led the company through U.S. Food and Drug Administration (“FDA”) approval of its lead product Zecuity®, a transdermal patch for migraines. Prior to joining NuPathe, Mr. Anido served as chief executive officer and president and as a director of Auxilium Pharmaceuticals, Inc. (“Auxilium”), a specialty pharmaceutical company, from July 2006 through December 2011, where he led the company in its commercialization of its lead product, Testim®, a testosterone gel. Additionally, Mr. Anido led the company through the FDA approval and commercialization of Xiaflex®, an injectable collagenase for Dupuytren’s Contracture. Mr. Anido currently serves as a director of Altamira Therapeutics (formerly Auris Medical), a pharmaceutical company, and has held such position since April 2016, and as a director of Scynexis, Inc. a pharmaceutical company, and has held such position since January 2019. He formerly served as a director of Aviragen Therapeutics, a pharmaceutical company, from October 2015 to March 2018, Respira Therapeutics, Inc., a pharmaceutical company, from May 2012 through September 2014, and Adolor Corporation, a pharmaceutical company, from September 2003 through December 2011. Mr. Anido holds a B.S. in Pharmacy and an MBA, both from West Virginia University. | | ||||||
| Skills and Qualifications: With more than 40 years of experience in the pharmaceutical industry, Mr. Anido brings valuable executive, operational and commercial expertise to our Board. | |
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| Age: President Officer Since: 2014 | | | | | | Other Public Directorships: None | |
| Terri B. Sebree has served as our president since October 2014, and served as our treasurer from October 2014 to December 2014. Prior to joining our | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| | |||||||
| Age: CFO and VP, Corporate Development Officer Since: 2016 | | | | | | Other Public Directorships: None | |
| James E. Fickenscher has served as our chief financial officer, vice president corporate development since September 2016. Mr. Fickenscher has more than | |
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| Age: Chief Legal Officer and Corporate Secretary Officer Since: 2022 | | | | | | Other Public Directorships: None | |
| Albert P. Parker has served as our Chief Legal Officer since February 2022. Mr. Parker is an accomplished business and legal executive with more than 25 years of experience in highly regulated industries, including pharmaceuticals, biotech, and medical diagnostics. He has developed deep operating and legal expertise in various C-suite roles for publicly traded healthcare companies and has a proven track record of successfully managing corporate operations and leading legal and compliance teams on a global scale. Prior to Zynerba, Mr. Parker served as Chief Operating Officer and Corporate Secretary for Oncocyte Corporation, a Nasdaq-listed molecular diagnostics company where he led significant M&A and other transactions and had overall P&L responsibility for corporate and lab operations and G&A departments including Legal, HR, IT, and Facilities. Additional roles over the course of his career include Executive VP, General Counsel and Corporate Secretary for Sunovion, a multinational pharma company, and Senior VP & Global Chief Counsel for Wyeth, a Fortune 100 biopharmaceutical company. A former partner at an AmLaw 250 law firm and founder of a healthcare boutique, Mr. Parker received his J.D. from the University of Pennsylvania Law School, and his B.A. in Economics from Penn State University. | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| | |||||||
| Age: VP, Commercial and Business Development Officer Since: 2017 | | | | | | Other Public Directorships: None | |
| Brian Rosenberger has served as our vice president, commercial and business development, since January 2017. Over his career in the pharmaceutical industry, Mr. Rosenberger has held several leadership roles in marketing, sales, business development analytics and alliance management. Prior to joining our | |
| | |||||||
| Age: Board Member Since: 2018 | | | Committee Memberships: Compensation Committee, Member; Nominating and Governance Committee, Member | | | Other Public Directorships: Akebia Therapeutics, Inc. | |
| John P. Butler has served as a member of our Board since April 2018. Mr. Butler has served as the president and chief executive officer and member of the board of directors of Akebia Therapeutics, Inc., a biopharmaceutical company, since September 2013 and July 2013, respectively where he has led the company through its initial public offering, multiple strategic partnering transactions, including its merger with Keryx Biopharmaceuticals, Inc. Previously Mr. Butler served as the chief executive officer of Inspiration Biopharmaceuticals, Inc., | | ||||||
| Skills and Qualifications: Mr. Butler brings significant operational and commercial experience in the biotechnology sector to our Board, including the development and commercialization of products for the treatment of rare and near rare diseases. | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| | |||||||
| Age: Board Member Since: 2015 | | | Committee Memberships: Audit Committee, Member; Nominating and Corporate Governance Committee, Member | | | Other Public Directorships: None | |
| Warren D. Cooper, MB, BS, BSc, MFPM has served as a member of our Board since August 2015. Dr. Cooper is a U.K.-trained physician with more than 40 years of experience in the global pharmaceutical industry. Since January 2017, Dr. Cooper has served as chief medical officer | | ||||||
| Skills and Qualifications: With more than 40 years of experience in the global pharmaceutical industry, Dr. Cooper brings valuable expertise in pharmaceutical company leadership and clinical pharmaceutical research to our Board. | |
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| Age: Board Member Since: 2015 | | | Committee Memberships: Audit Committee, Chair | | | Other Public Directorships: Stevanato Group S.P.A. | |
| William J. Federici has served as a member of our Board since August 2015. Mr. Federici served as senior vice president and chief financial officer of West Pharmaceutical Services, Inc., a publicly traded global pharmaceutical technology company, from August 2003 until June 2018. Since 2021, Mr. Federici has served as a member of the board of directors and audit committee chair of Stevanato Group S.P.A., a NYSE-listed, public global provider of drug containment, drug delivery and diagnostic solutions to the biotechnology and life sciences industries. From June 2002 until August 2003, he was national industry director for Pharmaceuticals of KPMG LLP, and prior thereto, he was an audit partner with Arthur Andersen, LLP. Mr. Federici holds a B.A. in Economics and an M.B.A. in Professional Accounting from Rutgers University and is a Certified Public Accountant. | | ||||||
| Skills and Qualifications: With his leadership experience in the global pharmaceutical and accounting industries, Mr. Federici brings valuable expertise in financial and audit-related matters to our Board. | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
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| Age: Board Member Since: 2015 | | | Committee Memberships: Compensation Committee, Chair | | | Other Public Directorships: Dynavax Technologies Corporation; Oncternal Therapeutics; and Histogen Inc. | |
| Daniel L, Kisner, MD has served as a member of our Board since August 2015. Dr. Kisner has served as an independent consultant to the pharmaceutical/biotech industry since 2011. From 2003 until 2011 he served as a venture partner/partner at Aberdare Ventures, a venture firm with a focus on investing in healthcare technology companies. Prior to that he was president and chief executive officer of Caliper Technologies Corp. (“Caliper”) from 1999 until 2003, and served as chairman of Caliper until 2008. He led Caliper from a startup dealing with microfluidic lab-on-a-chip technology to a publicly traded commercial company. From 1991 until 1999, he served as chief operating officer and president of Isis Pharmaceuticals, Inc., a biomedical pharmaceutical company. Prior thereto, Dr. Kisner was division vice president of Pharmaceutical Development at Abbott Laboratories and vice president of Clinical Research at SmithKline Beckman Laboratories. In addition, he previously held a tenured position at the University of Texas School of Medicine at San Antonio and is certified by the American Board of Internal Medicine in Internal Medicine and Medical Oncology. Dr. Kisner served on the board of directors of Tekmira Pharmaceuticals from 2010 until March 2015 and Lpath Inc. from July 2012 until December 2016, and he currently serves on the boards of directors of Dynavax Technologies Corporation chairing the nominating and governance committee, Oncternal Therapeutics (audit and compensation committee) and Histogen Inc. (compensation committee). Dr. Kisner holds a B.A. degree from Rutgers University and an M.D. from Georgetown University. | | ||||||
| Skills and Qualifications: With more than 30 years of healthcare technology experience, Dr. Kisner brings valuable expertise in healthcare technology company leadership and investing, including prior experience in growing a research-stage company to a commercially successful, publicly-traded company, to our Board. | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
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| Age: Board Member Since: 2015 | | | Committee Memberships: Audit Committee, Member; Compensation Committee, Member | | | Other Public Directorships: Gamida Cell, Ltd. | |
| Kenneth I. Moch has served as a member of our Board since August 2015. Mr. Moch has more than 35 years of experience in managing and financing biomedical technologies, and has played a key role in building | | ||||||
| Skills and Qualifications: With more than 35 years of experience in the biomedical technology and pharmaceutical industries, Mr. Moch brings valuable expertise in biomedical technology company leadership and financing matters to our Board. | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
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| Age: Board Member Since: 2019 | | | Committee Memberships: Nominating and Corporate Governance Committee, Chair | | | Other Public Directorships: None | |
| Pamela Stephenson was appointed as a member of our Board of Directors in February 2019. Ms. Stephenson has more than 20 years of experience leading the development and implementation of pharmaceutical marketing plans. | | ||||||
| Skills and Qualifications: With her extensive experience in the commercialization and marketing of pharmaceutical products, including for the treatment of rare and near rare diseases, Ms. Stephenson brings valuable expertise in commercial planning, market development, product launch and market access to our Board. | |
Director Skills and Experience | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Anido | | | Butler | | | Cooper | | | Federici | | | Kisner | | | Moch | | | Stephenson | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pharmaceutical Industry | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |||||||||||||||||||||||||||||||||||||||||||
Executive Leadership | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |||||||||||||||||||||||||||||||||||||||||||
Finance & Accounting | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |||||||||||||||||||||||||||||||||||||||||||
Corporate Governance | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |||||||||||||||||||||||||||||||||||||||||||
Executive Compensation | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||
Regulatory Risk Management | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |||||||||||||||||||||||||||||||||||||||||||
Commercialization/Sales & Marketing | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |||||||||||||||||||||||||||||||||||||||||||
Corporate Strategy & Business Development | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | |||||||||||||||||||||||||||||||||||||||||||
Partnering/Mergers & Acquisitions | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| Board Diversity Matrix (As of April 25, 2022) | | Board Diversity Matrix (As of April 21, 2023) | | ||||||||||||||||||||||||
| Total Number of Directors | | 7 | | Total Number of Directors | | 7 | | ||||||||||||||||||||
| Part I: Gender Identity | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | Part I: Gender Identity | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | ||||||||
| Directors | | 1 | | 6 | | — | | — | | Directors | | 1 | | 6 | | — | | — | | ||||||||
| Part II: Demographic Background | | | | | | | | | | Part II: Demographic Background | | | | | | | | | | ||||||||
| African American or Black | | — | | — | | — | | — | | African American or Black | | — | | — | | — | | — | | ||||||||
| Alaskan Native or Native American | | — | | — | | — | | — | | Alaskan Native or Native American | | — | | — | | — | | — | | ||||||||
| Asian | | — | | — | | — | | — | | Asian | | — | | — | | — | | — | | ||||||||
| Hispanic or Latinx | | — | | 1 | | — | | — | | Hispanic or Latinx | | — | | 1 | | — | | — | | ||||||||
| Native Hawaiian or Pacific Islander | | — | | — | | — | | — | | Native Hawaiian or Pacific Islander | | — | | — | | — | | — | | ||||||||
| White | | 1 | | 5 | | — | | — | | White | | 1 | | 5 | | — | | — | | ||||||||
| Two or More Races or Ethnicities | | — | | — | | — | | — | | Two or More Races or Ethnicities | | — | | — | | — | | — | | ||||||||
| LGBTQ+ | | — | | — | | — | | — | | LGBTQ+ | | — | | — | | — | | — | | ||||||||
| Did Not Disclose Demographic Background | | — | | — | | — | | — | | Did Not Disclose Demographic Background | | — | | — | | — | | — | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued) | |
| DIRECTOR COMPENSATION | |
Name of Non-Employee Director | | Fee Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Option Awards ($)(2) | | Total ($) | | | Fee Earned or Paid in Cash ($) | | Stock Awards ($)(1)(2) | | Option Awards ($)(2)(3) | | Total ($) | | ||||||||||||||||||||||||||||||||
Warren D. Cooper, MB, BS, BSc, MFPM | | | | 80,000 | | | | | 22,200 | | | | | 24,664 | | | | | 126,864 | | | | | | 85,000 | | | | | 23,340 | | | | | 26,660 | | | | | 135,000 | | | ||||||||
John P. Butler | | | | 52,000 | | | | | 22,200 | | | | | 24,664 | | | | | 98,864 | | | | | | 52,500 | | | | | 23,340 | | | | | 26,660 | | | | | 102,500 | | | ||||||||
William J. Federici | | | | 60,000 | | | | | 22,200 | | | | | 24,664 | | | | | 106,864 | | | | | | 60,000 | | | | | 23,340 | | | | | 26,660 | | | | | 110,000 | | | ||||||||
Daniel L. Kisner, M.D. | | | | 55,000 | | | | | 22,200 | | | | | 24,664 | | | | | 101,864 | | | | | | 55,000 | | | | | 23,340 | | | | | 26,660 | | | | | 105,000 | | | ||||||||
Kenneth I. Moch | | | | 57,000 | | | | | 22,200 | | | | | 24,664 | | | | | 103,864 | | | | | | 57,500 | | | | | 23,340 | | | | | 26,660 | | | | | 107,500 | | | ||||||||
Pamela Stephenson | | | | 50,000 | | | | | 22,200 | | | | | 24,664 | | | | | 96,864 | | | | | | 50,000 | | | | | 23,340 | | | | | 26,660 | | | | | 100,000 | | |
| DIRECTOR COMPENSATION (continued) | |
Position | | | Additional Cash Retainer in 2021 ($) | | | Additional Cash Retainer in 2022 ($) | | ||||||
Audit Committee | | | | | | | | | | | | | |
Chair | | | | | 20,000 | | | | | | 20,000 | | |
Member | | | | | 10,000 | | | | | | 10.000 | | |
Compensation Committee | | | | | | | | | | | | | |
Chair | | | | | 15,000 | | | | | | 15,000 | | |
Member | | | | | 7,000 | | | | | | 7,500 | | |
Nominating and Corporate Governance Committee | | | | | | | | | | | | | |
Chair | | | | | 10,000 | | | | | | 10.000 | | |
Member | | | | | 5,000 | | | | | | 5,000 | | |
Position | | | Additional Cash Retainer in 2022 ($) | | |||
Audit Committee | | | | | | | |
Chair | | | | | 20,000 | | |
Member | | | | | 10,000 | | |
Compensation Committee | | | | | | | |
Chair | | | | | 15,000 | | |
Member | | | | | 7,500 | | |
Nominating and Corporate Governance Committee | | | | | | | |
Chair | | | | | 10,000 | | |
Member | | | | | 5,000 | | |
| EXECUTIVE COMPENSATION | |
Name and Principal Position | | Year | | Salary ($) | | Non-equity incentive plan compensation ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | All Other Compensation ($)(4) | | Total ($) | | | Year | | Salary ($) | | Stock Awards ($)(1) | | Option Awards ($)(2) | | Non-equity incentive plan compensation ($)(3) | | All Other Compensation ($)(4) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Armando Anido | | | | 2021 | | | | | 603,000 | | | | | 379,675 | | | | | 772,643 | | | | | 446,472 | | | | | 10,685 | | | | | 2,212,475 | | | | | | 2022 | | | | | 633,000 | | | | | 578,400 | | | | | 368,467 | | | | | 284,331 | | | | | 17,204 | | | | | 1,881,402 | | | ||||||||||||||
Chairman of the Board and CEO | | | | 2020 | | | | | 585,265 | | | | | 263,369 | | | | | — | | | | | 580,674 | | | | | 10,542 | | | | | 1,439,850 | | | | | | 2021 | | | | | 603,000 | | | | | 772,642 | | | | | 446,472 | | | | | 379,675 | | | | | 10,685 | | | | | 2,212,474 | | | ||||||||||||||
James E. Fickenscher | | | | 2022 | | | | | 449,253 | | | | | 409,700 | | | | | 242,413 | | | | | 141,187 | | | | | 17,182 | | | | | 1,259,735 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
CFO and VP, Corporate Development | | | | 2021 | | | | | 422,230 | | | | | 372,320 | | | | | 215,145 | | | | | 175,127 | | | | | 10,663 | | | | | 1,195,485 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Terri B. Sebree | | | | 2021 | | | | | 464,409 | | | | | 288,933 | | | | | 537,000 | | | | | 303,409 | | | | | 10,685 | | | | | 1,604,436 | | | | | | 2022 | | | | | 486,236 | | | | | 409,700 | | | | | 242,413 | | | | | 225,710 | | | | | 17,204 | | | | | 1,381,263 | | | ||||||||||||||
President | | | | 2020 | | | | | 450,883 | | | | | 209,660 | | | | | — | | | | | 428,858 | | | | | 10,542 | | | | | 1,099,943 | | | | | | 2021 | | | | | 464,409 | | | | | 537,000 | | | | | 303,409 | | | | | 288,933 | | | | | 10,685 | | | | | 1,604,436 | | | ||||||||||||||
James E. Fickenscher | | | | 2021 | | | | | 422,230 | | | | | 175,127 | | | | | 372,320 | | | | | 215,145 | | | | | 10,663 | | | | | 1,195,485 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
CFO and VP, Corporate Development | | | | 2020 | | | | | 409,932 | | | | | 129,129 | | | | | — | | | | | 303,775 | | | | | 10,520 | | | | | 853,356 | | |
| EXECUTIVE COMPENSATION (continued) | |
| Abeona Therapeutics | | | Concert Pharmaceuticals, Inc. | | | Minerva Neurosciences, Inc. | |
| Acelrx Pharmaceutical | | | Corbus Pharmaceuticals, Inc. | | | Ocular Therapeutics, Inc. | |
| Ardelyx, Inc | | | Cymabay Therapeutics | | | Otonomy, Inc. | |
| Assembly Biosciences, Inc | | | Geron Corp. | | | Ovid Therapeutics Inc. | |
| Athersys, Inc. | | | Glycomimetics, Inc. | | | Relmada Therapeutic | |
| Calithera Biosciences | | | Lipocine Inc. | | | Syros Pharmaceuticals, Inc. | |
| Cara Therapeutics, Inc. | | | Marinus Pharmaceuticals, Inc. | | | Ziopharm Oncology, Inc. | |
| Catabasis Pharmaceuticals, Inc. | | | Medicinova | | | | |
| Abeona Therapeutics | | | Concert Pharmaceuticals, Inc. | | | Minerva Neurosciences, Inc. | |
| Acelrx Pharmaceutical | | | Corbus Pharmaceuticals, Inc. | | | Otonomy, Inc. | |
| Ardelyx, Inc | | | Cymabay Therapeutics | | | Ovid Therapeutics Inc. | |
| Assembly Biosciences, Inc | | | Glycomimetics, Inc. | | | Provention Bio, Inc. | |
| Athersys, Inc. | | | Kalvista Pharmaceuticals, Inc. | | | Syros Pharmaceuticals, Inc. | |
| Calithera Biosciences | | | Lipocine Inc. | | | Vistagen Therapeutics, Inc. | |
| Capricor Therapeutics, Inc. | | | Marinus Pharmaceuticals, Inc. | | | | |
| Clene, Inc. | | | Medicinova | | | | |
| EXECUTIVE COMPENSATION (continued) | |
| EXECUTIVE COMPENSATION (continued) | |
| EXECUTIVE COMPENSATION (continued) | |
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||
Name | | | Grant 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 (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | |||||||||||||||||||||
Armando Anido | | | | | 10/02/2014 | | | | | | 292,553 | | | | | | — | | | | | | 3.98 | | | | | | 10/02/2024 | | | | | | — | | | | | | — | | |
| | | | | 08/04/2015 | | | | | | 396,678 | | | | | | — | | | | | | 14.00 | | | | | | 08/04/2025 | | | | | | — | | | | | | — | | |
| | | | | 01/25/2017 | | | | | | 125,000 | | | | | | — | | | | | | 18.22 | | | | | | 01/25/2027 | | | | | | — | | | | | | — | | |
| | | | | 01/11/2018 | | | | | | 75,938 | | | | | | 5,062 | | | | | | 11.71 | | | | | | 01/11/2028 | | | | | | — | | | | | | — | | |
| | | | | 01/24/2019 | | | | | | 110,000 | | | | | | 50,000 | | | | | | 3.65 | | | | | | 01/24/2029 | | | | | | — | | | | | | — | | |
| | | | | 01/30/2020 | | | | | | 71,085 | | | | | | 91,395 | | | | | | 5.05 | | | | | | 01/30/2030 | | | | | | — | | | | | | — | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | 161,867 | | | | | | 3.58 | | | | | | 01/21/2031 | | | | | | — | | | | | | — | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,911(3) | | | | | | 310,784 | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,911(4) | | | | | | 310,784 | | |
Terri B. Sebree | | | | | 10/02/2014 | | | | | | 146,276 | | | | | | — | | | | | | 3.98 | | | | | | 10/02/2024 | | | | | | — | | | | | | — | | |
| | | | | 08/04/2015 | | | | | | 201,981 | | | | | | — | | | | | | 14.00 | | | | | | 08/04/2025 | | | | | | — | | | | | | — | | |
| | | | | 01/25/2017 | | | | | | 75,000 | | | | | | — | | | | | | 18.22 | | | | | | 01/25/2027 | | | | | | — | | | | | | — | | |
| | | | | 01/11/2018 | | | | | | 41,175 | | | | | | 2,745 | | | | | | 11.71 | | | | | | 01/11/2028 | | | | | | — | | | | | | — | | |
| | | | | 01/24/2019 | | | | | | 82,500 | | | | | | 37,500 | | | | | | 3.65 | | | | | | 01/24/2029 | | | | | | — | | | | | | — | | |
| | | | | 01/30/2020 | | | | | | 52,500 | | | | | | 67,500 | | | | | | 5.05 | | | | | | 01/30/2030 | | | | | | — | | | | | | — | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | 110,000 | | | | | | 3.58 | | | | | | 01/21/2031 | | | | | | — | | | | | | — | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,000(3) | | | | | | 216,000 | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,000(4) | | | | | | 216,000 | | |
James E. Fickenscher | | | | | 09/13/2016 | | | | | | 150,000 | | | | | | — | | | | | | 10.23 | | | | | | 09/13/2026 | | | | | | — | | | | | | — | | |
| | | | | 01/25/2017 | | | | | | 31,350 | | | | | | — | | | | | | 18.22 | | | | | | 01/25/2027 | | | | | | — | | | | | | — | | |
| | | | | 01/11/2018 | | | | | | 63,281 | | | | | | 4,219 | | | | | | 11.71 | | | | | | 01/11/2028 | | | | | | — | | | | | | — | | |
| | | | | 01/24/2019 | | | | | | 60,568 | | | | | | 27,531 | | | | | | 3.65 | | | | | | 01/24/2029 | | | | | | — | | | | | | — | | |
| | | | | 01/30/2020 | | | | | | 37,188 | | | | | | 47,812 | | | | | | 5.05 | | | | | | 01/30/2030 | | | | | | — | | | | | | — | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | 78,000 | | | | | | 3.58 | | | | | | 01/21/2031 | | | | | | — | | | | | | — | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,000(3) | | | | | | 149,760 | | |
| | | | | 01/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,000(4) | | | | | | 149,760 | | |
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant 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 (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | |||||||||||||||||||||||||||
Armando Anido | | | | | 10/2/2014 | | | | | | 292,553 | | | | | | — | | | | | | 3.98 | | | | | | 10/2/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/4/2015 | | | | | | 396,678 | | | | | | — | | | | | | 14.00 | | | | | | 8/4/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/25/2017 | | | | | | 125,000 | | | | | | — | | | | | | 18.22 | | | | | | 1/25/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/11/2018 | | | | | | 81,000 | | | | | | — | | | | | | 11.71 | | | | | | 1/11/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/24/2019 | | | | | | 150,000 | | | | | | 10,000 | | | | | | 3.65 | | | | | | 1/24/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/30/2020 | | | | | | 111,705 | | | | | | 50,775 | | | | | | 5.05 | | | | | | 1/30/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | 70,817 | | | | | | 91,050 | | | | | | 3.58 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,911(3) | | | | | | 57,193 | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,747(4) | | | | | | 34,316 | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | 190,000 | | | | | | 2.41 | | | | | | 1/26/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000(5) | | | | | | 63,600 | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000(4) | | | | | | 63,600 | | | ||
James E. Fickenscher | | | | | 9/13/2016 | | | | | | 150,000 | | | | | | — | | | | | | 10.23 | | | | | | 9/13/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 1/25/2017 | | | | | | 31,350 | | | | | | — | | | | | | 18.22 | | | | | | 1/25/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/11/2018 | | | | | | 67,500 | | | | | | — | | | | | | 11.71 | | | | | | 1/11/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/24/2019 | | | | | | 82,593 | | | | | | 5,506 | | | | | | 3.65 | | | | | | 1/24/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/30/2020 | | | | | | 58,438 | | | | | | 26,562 | | | | | | 5.05 | | | | | | 1/30/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | 34,125 | | | | | | 43,875 | | | | | | 3.58 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,000(3) | | | | | | 27,560 | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,200(4) | | | | | | 16,536 | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | 125,000 | | | | | | 2.41 | | | | | | 1/26/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000(5) | | | | | | 45,050 | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000(4) | | | | | | 45,050 | | |
| EXECUTIVE COMPENSATION (continued) | |
| | | | | | | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) (Exercisable) | | | Number of Securities Underlying Unexercised Options (#) (Unexercisable)(1) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | |||||||||||||||||||||||||||
Terri B. Sebree | | | | | 10/2/2014 | | | | | | 146,276 | | | | | | — | | | | | | 3.98 | | | | | | 10/2/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/4/2015 | | | | | | 201,981 | | | | | | — | | | | | | 14.00 | | | | | | 8/4/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/25/2017 | | | | | | 75,000 | | | | | | — | | | | | | 18.22 | | | | | | 1/25/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/11/2018 | | | | | | 43,920 | | | | | | — | | | | | | 11.71 | | | | | | 1/11/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/24/2019 | | | | | | 112,500 | | | | | | 7,500 | | | | | | 3.65 | | | | | | 1/24/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/30/2020 | | | | | | 82,500 | | | | | | 37,500 | | | | | | 5.05 | | | | | | 1/30/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | 48,125 | | | | | | 61,875 | | | | | | 3.58 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,000(3) | | | | | | 39,750 | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,000(4) | | | | | | 23,850 | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | 125,000 | | | | | | 2.41 | | | | | | 1/26/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000(5) | | | | | | 45,050 | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000(4) | | | | | | 45,050 | | |
Year | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO(1) | | | Average Summary Compensation Table Total for Non-PEO NEO | | | Average Compensation Actually Paid to Non-PEO NEO(2) | | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | | | Net Income(4) | | ||||||||||||||||||
2022 | | | | $ | 1,881,402 | | | | | $ | 207,653 | | | | | $ | 1,320,499 | | | | | $ | 247,362 | | | | | $ | 16.06 | | | | | $ | (35,035,806) | | |
2021 | | | | $ | 2,212,474 | | | | | $ | 1,864,377 | | | | | $ | 1,399,961 | | | | | $ | 1,194,456 | | | | | $ | 87.27 | | | | | $ | (37,309,024) | | |
| EXECUTIVE COMPENSATION (continued) | |
Year | | | Summary Compensation Table Total for PEO ($) | | | Summary Compensation Table Value of Equity Awards ($)(a) | | | Equity Award Adjustments ($)(b) | | | Compensation Actually Paid to PEO ($) | | ||||||||||||
2022 | | | | $ | 1,881,402 | | | | | $ | (946,867) | | | | | $ | (726,882) | | | | | $ | 207,653 | | |
2021 | | | | $ | 2,212,474 | | | | | $ | (1,219,114) | | | | | $ | 871,017 | | | | | $ | 1,864,377 | | |
Year | | | Year End Fair Value of Equity Awards ($) | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Equity Award Adjustments ($) | | |||||||||||||||||||||
2022 | | | | $ | 136,902 | | | | | $ | (649,107) | | | | | $ | 0 | | | | | $ | (214,677) | | | | | | — | | | | | | — | | | | | $ | (726,882) | | |
2021 | | | | $ | 908,839 | | | | | $ | (94,651) | | | | | $ | 0 | | | | | $ | 56,829 | | | | | | — | | | | | | — | | | | | $ | 871,017 | | |
Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | | | Average Summary Compensation Table Value of Equity Awards ($)(a) | | | Average Equity Award Adjustments ($)(a) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | ||||||||||||
2022 | | | | $ | 1,320,499 | | | | | $ | (652,113) | | | | | $ | (421,024) | | | | | $ | 247,362 | | |
2021 | | | | $ | 1,399,961 | | | | | $ | (713,937) | | | | | $ | 508,432 | | | | | $ | 1,194,456 | | |
| EXECUTIVE COMPENSATION (continued) | |
Year | | | Average Year End Fair Value of Equity Awards ($) | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Equity Award Adjustments ($) | | |||||||||||||||||||||
2022 | | | | $ | 94,520 | | | | | $ | (385,297) | | | | | $ | 0 | | | | | $ | (130,247) | | | | | | — | | | | | | — | | | | | $ | (421,024) | | |
2021 | | | | $ | 532,249 | | | | | $ | (60,466) | | | | | $ | 0 | | | | | $ | 36,649 | | | | | | — | | | | | | — | | | | | $ | 508,432 | | |
| EXECUTIVE COMPENSATION (continued) | |
Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted Average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) (c) | | |||||||||
Equity compensation plans approved by security holders: | | | | | 6,126,016 | | | | | $ | 7.45 | | | | | | 1,442,876(1) | | |
Equity compensation plans not approved by security holders: | | | | | 150,000 | | | | | | 10.23 | | | | | | — | | |
Total | | | | | 6,276,016 | | | | | $ | 7.52 | | | | | | 1,442,876 | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |
Name of Beneficial Owner | | Amount and Nature of Beneficial Ownership(1) | | Percent of Class | | | Amount and Nature of Beneficial Ownership(1) | | Percent of Class | | ||||||||||||||||
Directors and Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | ||||
Armando Anido(2) | | | | 2,015,435 | | | | | 4.51% | | | | | | 2,572,115 | | | | | 4.69% | | | ||||
Terri B. Sebree(3) | | | | 1,172,698 | | | | | 2.65% | | | | | | 1,564,257 | | | | | 2.88% | | | ||||
James E. Fickenscher(4) | | | | 687,336 | | | | | 1.57% | | | | | | 1,046,035 | | | | | 1.94% | | | ||||
John P. Butler(5) | | | | 90,000 | | | | | * | | | | | | 120,556 | | | | | * | | | ||||
Warren D. Cooper, MB, BS, BSc, MFPM(6) | | | | 115,000 | | | | | * | | | | | | 145,569 | | | | | * | | | ||||
William J. Federici(7) | | | | 122,865 | | | | | * | | | | | | 153,434 | | | | | * | | | ||||
Daniel L. Kisner, MD(8) | | | | 115,000 | | | | | * | | | | | | 145,569 | | | | | * | | | ||||
Kenneth I. Moch(9) | | | | 127,055 | | | | | * | | | | | | 157,624 | | | | | * | | | ||||
Pamela Stephenson(10) | | | | 70,000 | | | | | * | | | | | | 100,569 | | | | | * | | | ||||
All directors, director nominees and executive officers as a group (11 persons) (11) | | | | 4,902,435 | | | | | 10.54% | | | | | | 6,976,066 | | | | | 13.04% | | | ||||
5% or more Stockholders | | | | | | | | | | | | |||||||||||||||
ETF Managers Group LLC(12) | | | | 3,526,304 | | | | | 8.11% | | | |||||||||||||||
Greater than 5% Stockholders | | | | | | | | | | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (continued) | |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | |
| INDEPENDENT AUDITORS AND RELATED FEES | |
| | 2021 | | 2020 | | | 2022 | | 2021 | | ||||||||||||||||
Audit Fees | | | $ | 386,250 | | | | $ | 403,500 | | | | | $ | 463,500 | | | | $ | 386,250 | | | ||||
Audit-related Fees | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Tax Fees | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
All Other Fees | | | | 1,780 | | | | | 1,780 | | | | | | 1,780 | | | | | 1,780 | | | ||||
Total | | | $ | 388,030 | | | | $ | 405,280 | | | | | $ | 465,280 | | | | $ | 388,030 | | |
| REPORT OF THE AUDIT COMMITTEE | |
| REPORT OF THE AUDIT COMMITTEE (continued) | |
| PROPOSALS TO BE VOTED ON | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| | | Current | | | After the Reverse Split if the Minimum 1:2 Ratio is Selected | | | After the Reverse Split if the Maximum 1:50 Ratio is Selected | | |||||||||
Authorized common stock | | | | | 200,000,000 | | | | | | 200,000,000 | | | | | | 200,000,000 | | |
Common stock issued and outstanding | | | | | 53,502,487 | | | | | | 26,751,243 | | | | | | 1,070,049 | | |
Common stock issuable upon exercise of outstanding stock options | | | | | 6,276,016 | | | | | | 3,138,008 | | | | | | 125,520 | | |
Common stock reserved for issuance for future grants under 2014 Equity Incentive Plan | | | | | 615,153 | | | | | | 307,576 | | | | | | 12,303 | | |
Authorized Preferred Stock | | | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
Share Element | | | 2022 | | | 2021 | | | 2020 | | |||||||||
Stock Options Granted | | | | | 1,136,728 | | | | | | 869,867 | | | | | | 840,480 | | |
Full-Value Awards Granted(1) | | | | | 1,398,154 | | | | | | 1,058,822 | | | | | | 199,000 | | |
Total Awards Granted | | | | | 2,534,882 | | | | | | 1,928,689 | | | | | | 1,039,480 | | |
Weighted average common shares outstanding during the fiscal year | | | | | 42,662,770 | | | | | | 39,259,495 | | | | | | 27,022,931 | | |
Annual Burn Rate | | | | | 5.94% | | | | | | 4.91% | | | | | | 3.85% | | |
Three-Year Average Burn Rate | | | | | 4.90% | | | | | | | | | | | | | | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| | | Options | | | Stock Awards | | ||||||||||||||||||
Name and Position | | | Average Exercise Price ($) | | | Number of Awards (#) | | | Dollar Value ($)(1) | | | Number of Awards (#) | | ||||||||||||
Armando Anido, Chairman and Chief Executive Officer | | | | | 2.41 | | | | | | 190,000 | | | | | | 578,400 | | | | | | 240,000 | | |
James E. Fickenscher, Chief Financial Officer and VP Investor Relations | | | | | 2.41 | | | | | | 125,000 | | | | | | 409,700 | | | | | | 170,000 | | |
Terri B. Sebree, President | | | | | 2.41 | | | | | | 125,000 | | | | | | 409,700 | | | | | | 170,000 | | |
All current executive officers, as a group | | | | | 2.41(2) | | | | | | 440,000 | | | | | | 1,397,800(3) | | | | | | 580,000 | | |
All current directors who are not executive officers, as a group | | | | | 1.01(2) | | | | | | 207,978 | | | | | | 140,041(3) | | | | | | 138,654 | | |
All current employees and consultants who are not executive officers, as a group | | | | | 2.45(2) | | | | | | 488,750 | | | | | | 1,629,882(3) | | | | | | 679,500 | | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| ITEMS TO BE VOTED ON (continued) | |
| OTHER MATTERS | |
| PROXY SOLICITATION | |
| STOCKHOLDER PROPOSALS AND NOMINEES FOR 2024 ANNUAL MEETING | |
| ANNUAL REPORT ON FORM 10-K | |
| APPENDIX A | |
| APPENDIX A (continued) | |
| APPENDIX B | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX B (continued) | |
| APPENDIX C | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| Exhibit A | | | Signing Resolutions | |
| Exhibit B | | | Form of Officer’s Certificate | |
| Exhibit C | | | Form of Secretary’s Certificate | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| By: Date: | | | By: Date: | |
| By: Date: | | | By: Date: | |
| By: Date: | | | By: Date: | |
| By: Date:] | | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |
| APPENDIX C (continued) | |