☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
☒ | | | No fee required | |||
☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
Sincerely yours, | | | |
| | ||
/s/ Gaurav Shah | | | |
Gaurav Shah, M.D. | | | |
Chief Executive Officer and Director | | |
DATE | | | June |
| | ||
TIME | | | 9:00 a.m. Eastern Time |
| | ||
PLACE | | | Virtually via the Internet at www.virtualshareholdermeeting.com/ |
(1) | Election of the |
(2) | Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, |
(3) | To consider and act upon a non-binding, advisory vote on the compensation of our named executive officers; and |
(4) |
Consideration of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors | | | |
| | ||
/s/ Gaurav Shah | | | |
Gaurav Shah, M.D. | | | |
Chief Executive Officer and Director | | | |
Cranbury, New Jersey | | | |
April | | |
Name | | Age | | Position(s) Held | | Director Since | | Age | | Position(s) Held | | Director Since | ||||||
Elisabeth Björk, M.D., Ph.D. | | 59 | | Director | | 2020 | | 60 | | Director | | 2020 | ||||||
Carsten Boess | | 54 | | Director | | 2016 | | 55 | | Director | | 2016 | ||||||
Pedro Granadillo | | 74 | | Director | | 2018 | | 75 | | Director | | 2018 | ||||||
Gotham Makker, M.D. | | 47 | | Director | | 2018 | | 48 | | Director | | 2018 | ||||||
Fady Malik, M.D., Ph.D. | | 57 | | Director | | 2022 | ||||||||||||
Gaurav Shah, M.D. | | 46 | | President, Chief Executive Officer and Director | | 2018 | | 47 | | Chief Executive Officer and Director | | 2018 | ||||||
David P. Southwell | | 60 | | Director | | 2014 | | 61 | | Director | | 2014 | ||||||
Roderick Wong, M.D. | | 44 | | Chairman of the Board | | 2018 | | 45 | | Chairman of the Board | | 2018 | ||||||
Naveen Yalamanchi, M.D. | | 44 | | Director | | 2018 | | 45 | | Director | | 2018 |
| Board Diversity Matrix (As of April 29, 2022) | | ||||||||||||
| Total Number of Directors | | | 9 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | ||||||||||||
| Directors | | | 1 | | | 8 | | | | | | ||
| Part II: Demographic Background | | ||||||||||||
| African American or Black | | | | | | | | | | ||||
| Alaskan Native or Native American | | | | | | | | | | ||||
| Asian | | | | | 4 | | | | | | |||
| Hispanic or Latinx | | | | | 1 | | | | | | |||
| Native Hawaiian or Pacific Islander | | | | | | | | | | ||||
| White | | | 1 | | | 3 | | | | | | ||
| Two or More Races or Ethnicities | | | | | | | | | | ||||
| LGBTQ+ | | | | ||||||||||
| Did Not Disclose Demographic Background | | | |
Name | | | Age | | | Position(s) Held |
Gaurav Shah, M.D. | | | | | Chief Executive Officer and Director | |
Jonathan Schwartz, M.D. | | | | | Chief Medical Officer & Clinical Development, SVP | |
Kinnari Patel, Pharm.D., M.B.A. | | | | | President and Chief Operating Officer | |
| | | | Interim Principal Financial Officer | ||
Martin Wilson, J.D. | | | 45 | | | General Counsel and Chief Compliance Officer, SVP |
Name | | | Audit | | | Nominating and Corporate Governance | | | Compensation |
Elisabeth Björk | | | X | | | | | ||
Carsten Boess** | | | X* | | | | | X | |
Pedro Granadillo | | | X | | | X | | | X* |
Naveen Yalamanchi | | | | | X* | | | X |
* | Committee Chairman |
** | Financial Expert |
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing we make under either the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
| | 2020 | | 2019 | | | 2021 | | 2020 | |||
Audit Fees(1) | | $438,988 | | $250,775 | | $442,289 | | $438,988 | ||||
Audit-Related Fees(2) | | — | | — | | — | | — | ||||
Tax Fees(3) | | 89,441 | | 85,448 | | 56,289 | | 89,441 | ||||
All Other Fees(4) | | — | | — | | — | | — | ||||
Total | | $528,429 | | $336,223 | | $498,578 | | $528,429 |
(1) | “Audit Fees” include the aggregate fees billed for audit of annual financial statements, audit of internal controls under Sarbanes-Oxley, review of financial statements included in the Form 10-Qs, and services normally provided by the accountant for statutory and regulatory filings or engagements for those fiscal years. The |
(2) | “Audit-Related Fees” include the aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements. |
(3) | “Tax Fees” include the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. |
(4) | “All Other Fees” include the aggregate fees billed for any other products and services provided by the principal accountant. |
• | Base Salary and Target Cash Incentives. We |
• | Equity Awards. We granted stock option awards to each of our executive officers with a three-year vesting |
• | Annual Cash Incentives Paid Based on Corporate Performance. We |
• | Governance Enhancements. In 2021, we adopted a clawback policy that applies to cash and equity incentive awards held by our employees and stock ownership guidelines that apply to our executive officers and non-employee directors. |
What We Do | | | What We Don’t Do | ||||||
☑ Pay-for-performance philosophy and culture | |||||||||
☑ More than two-thirds of our current NEOs’ total target direct compensation is performance-based and/or at risk ☑ Independent compensation committee ☑ Independent compensation consultant ☑ Responsible use of shares under our long-term incentive program ☑ Annual risk assessment of our compensation program ☑ Limited perquisites and personal benefits ☑ Maintain a clawback policy covering incentive-based cash and equity compensation ☑ Require our directors and executive officers to maintain specified levels of stock ownership | | | officers or directors ☒ Provide tax gross-up payments | ||||||
☒ Provide for single trigger vesting of equity awards | |||||||||
☒ Provide for excessive severance in the event of a change in control | |||||||||
☒ Allow for repricing, cash-out or exchange of “underwater” stock options without stockholder approval | |||||||||
☒ Provide executive pension plans or supplemental retirement plans | |||||||||
Named Executive Officer | | Fiscal 2019 Base Salary | | Fiscal 2020 Base Salary | | Fiscal 2020 Base Salary | | Fiscal 2021 Base Salary | ||||
Gaurav D. Shah | | $480,000 | | $540,000 | | $540,000 | | $590,000 | ||||
Carlos Garcia-Parada(1) | | N/A | | $410,000 | ||||||||
Kinnari Patel | | $415,000 | | $450,000 | | $450,000 | | $510,000 | ||||
Jonathan Schwartz | | $375,000 | | $395,000 | | $395,000 | | $410,000 | ||||
Kamran Alam(1) | | $300,000 | | $300,000 | ||||||||
John Militello | | $235,000(2) | | $265,000(2) | ||||||||
Martin Wilson(2) | | N/A | | $415,000 |
(1) | Mr. |
(2) | Mr. |
Named Executive Officer | | Fiscal 2020 Total Target Cash Incentive ($) | | Fiscal 2020 Total Target Cash Incentive (as a % of Base Salary) | | Fiscal 2021 Total Target Cash Incentive ($) | | Fiscal 2021 Total Target Cash Incentive (as a % of Base Salary) | ||||
Gaurav D. Shah | | $324,000 | | 60% | | $354,000 | | 60% | ||||
Carlos Garcia-Parada(1) | | $164,000 | | 40% | ||||||||
Kinnari Patel | | $202,500 | | 45% | | $255,000 | | 50% | ||||
Jonathan Schwartz | | $158,000 | | 40% | | $164,000 | | 40% | ||||
Kamran Alam(1) | | $105,000 | | 35% | ||||||||
John Militello(2) | | $71,000 | | 30% | ||||||||
Martin Wilson(2) | | $166,000 | | 40% |
(1) | Mr. |
(2) | Mr. |
Named Executive Officer | | 2020 Target Cash Incentive Award Opportunity | | 2020 Target Cash Incentive Award (% of 2020 Salary) | | 2020 Cash Incentive Award Payment | | Payout Percentage | | 2021 Target Cash Incentive Award Opportunity | | 2021 Target Cash Incentive Award (% of 2021 Salary) | | 2021 Cash Incentive Award Payment | | Payout Percentage | ||||||||
Gaurav D. Shah | | $324,000 | | 60% | | $486,000 | | 150% | | $354,000 | | 60% | | $318,600 | | 90.00% | ||||||||
Carlos-Garcia-Parada(1) | | $164,000 | | 40% | | $132,840 | | 81.00% | ||||||||||||||||
Kinnari Patel | | $202,500 | | 45% | | $364,500 | | 180% | | $255,000 | | 50% | | $196,222 | | 85.50% | ||||||||
Jonathan Schwartz | | $158,000 | | 40% | | $213,300 | | 135% | | $164,000 | | 40% | | $136,530 | | 83.25% | ||||||||
John Militello(1) | | $71,000 | | 30% | | $117,150 | | 165% | ||||||||||||||||
Martin Wilson(2) | | $166,000 | | 40% | | $12,223 | | 88.40% |
(1) | Mr. |
(2) | Mr. Wilson’s start date with the Company was November 29, 2021. The cash incentive award payment reported in the table reflects his |
Named Executive Officer | | Number of Shares Subject to Options (#) | | Aggregate Grant Date Fair Value | | Number of Shares Subject to Options (#) | | Aggregate Grant Date Fair Value | | Weighted Average Exercise Price | |||||
Gaurav D. Shah | | 383,306 | | $5,821,735 | | 185,000 | | $6,998,550 | | $62.32 | |||||
Carlos Garcia-Parada(1) | | 165,000 | | $5,139,400 | | $46.05 | |||||||||
Kinnari Patel | | 215,000 | | $3,254,721 | | 120,000 | | $4,539,600 | | $62.32 | |||||
Jonathan Schwartz | | 82,000 | | $1,251,033 | | 35,000 | | $1,324,050 | | $62.32 | |||||
Kamran Alam(1) | | 28,000 | | $427,670 | |||||||||||
John Militello | | 40,000 | | $617,270 | |||||||||||
Martin Wilson(2) | | 100,000 | | $1,411,000 | | $23.04 |
(1) | Mr. |
(2) | Mr. Wilson’s start date with the Company |
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Option Awards ($)(1) | | All Other Compensation ($)(3) | | Total ($) | | Year | | Salary ($) | | Bonus ($)(1) | | Option Awards ($)(2) | | All Other Compensation ($)(3) | | Total ($) | ||||||||||||
Gaurav D. Shah, M.D. Chief Executive Officer | | | 2020 | | 540,000 | | 486,000(4) | | 5,821,735 | | 11,400 | | 6,859,135 | | | 2021 | | 590,000 | | 318,600 | | 6,998,550 | | 11,600 | | 7,918,750 | ||||||||||
| 2019 | | 480,000 | | 349,140(4) | | 3,043,306 | | 11,200 | | 3,883,646 | | 2020 | | 540,000 | | 486,000 | | 5,821,735 | | 11,400 | | 6,859,135 | |||||||||||||
| 2018 | | 413,735 | | 300,940(4) | | 5,651,220 | | 9,857 | | 6,375,752 | | 2019 | | 480,000 | | 349,140 | | 3,043,306 | | 11,200 | | 3,883,646 | |||||||||||||
Carlos Garcia-Parada Former Chief Financial Officer and Principal Financial Officer(4) | | 2021 | | 410,000 | | 132,840 | | 5,139,400 | | 11,600 | | 5,693,840 | ||||||||||||||||||||||||
Kinnari Patel, Pharm.D., MBA President and Chief Operating Officer | | | 2020 | | 450,000 | | 364,500(4) | | 3,254,721 | | 11,400 | | 4,080,621 | | | 2021 | | 510,000 | | 196,222 | | 4,539,600 | | 11,600 | | 5,257,422 | ||||||||||
| 2019 | | 415,000 | | 257,715(4) | | 2,092,294 | | 11,200 | | 2,776,209 | | 2020 | | 450,000 | | 364,500 | | 3,254,721 | | 11,400 | | 4,080,621 | |||||||||||||
| 2018 | | 358,864 | | 198,093(4) | | 2,423,050 | | 11,066 | | 2,991,073 | | 2019 | | 415,000 | | 257,715 | | 2,092,294 | | 11,200 | | 2,776,209 | |||||||||||||
Jonathan Schwartz, M.D., SVP and Chief Medical Officer | | | 2020 | | 395,000 | | 213,300(4) | | 1,251,033 | | 11,400 | | 1,870,733 | | | 2021 | | 410,000 | | 136,530 | | 1,324,050 | | 11,265 | | 1,881,845 | ||||||||||
| 2019 | | 375,000 | | 155,250(4) | | 937,261 | | 8,165 | | 1,475,675 | | 2020 | | 395,000 | | 213,300 | | 1,251,033 | | 11,400 | | 1,870,733 | |||||||||||||
| 2018 | | 359,820 | | 157,241(4) | | 830,761 | | 8,854 | | 1,356,675 | | 2019 | | 375,000 | | 155,250 | | 937,261 | | 8,165 | | 1,475,675 | |||||||||||||
Kamran Alam Senior Vice President – Finance and Principal Financial Officer(5) | | | 2020 | | 197,230 | | —(5) | | 427,670 | | 9,350 | | 634,250 | |||||||||||||||||||||||
| 2019 | | 54,545 | | 80,000(2) | | 1,916,912 | | — | | 2,051,457 | |||||||||||||||||||||||||
John Militello, Vice President – Finance, Sr. Controller and Treasurer Principal Accounting Officer, former Principal Financial Officer | | 2020 | | 257,233 | | 117,150(4) | | 617,270 | | 11,400 | | 1,003,053 | ||||||||||||||||||||||||
Martin Wilson, J.D. General Counsel and Chief Compliance Officer, SVP(5) | | 2021 | | 37,727 | | 112,223(6) | | 1,411,000 | | — | | 1,560,950 |
(1) | Represents bonus amounts earned with respect to individual and Company performance in the years indicated, which were paid in the following year. For a discussion of bonuses for fiscal 2021, see above under “Compensation Discussion and Analysis - Annual Cash Incentives.” |
(2) | Reflects the aggregate grant date fair value of option awards granted to our named executive officers in the years indicated, calculated in accordance with FASB ASC Topic 718 excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements for the year ended December 31, |
(3) | Represents Company matching contributions to the accounts of our named executive officers in the Company’s 401(k) plan. |
(4) | Mr. Garcia-Parada resigned as the Company’s Chief Financial Officer and principal financial officer effective March 16, 2022. |
(5) | Mr. Wilson’s start date with the company was November 29, 2021. The amount reported represents the base salary earned in fiscal 2021. His annualized base salary for fiscal 2021 was $415,000. |
(6) | Represents Mr. Wilson’s pro-rated annual bonus |
| | Grant Date | | Estimated Future Payouts Under Equity Incentive Plan Awards: Target (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Stock and Option Awards ($/share) | | Grant Date Fair Value of Stock and Option Awards ($) (1) | | | Grant Date | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/share) | | Grant Date Fair Value of Stock and Option Awards ($)(1) | ||||||||
Gaurav Shah, M.D. | | 2/6/20 | | — | | 383,306 | | 22.72 | | 5,821,735 | | 02/04/2021 | | 185,000 | | 62.32 | | 6,998,550 | |||||||||
Carlos Garcia-Parada, MBA | | | 01/04/2021 | | 125,000 | | 56.49 | | 4,265,000 | ||||||||||||||||||
| 09/13/2021 | | 40,000 | | 35.60 | | 874,400 | ||||||||||||||||||||
Kinnari Patel, Pharm.D., MBA | | | 2/6/20 | | — | | 150,000 | | 22.72 | | 2,278,233 | | 02/04/2021 | | 120,000 | | 62.32 | | 4,539,600 | ||||||||
| 2/10/20 | | | 15,000 | | 23.89 | | 239,820 | |||||||||||||||||||
| 9/8/20 | | | 50,000 | | 23.05 | | 736,668 | |||||||||||||||||||
Jonathan Schwartz, M.D. | | | 2/6/20 | | — | | 75,000 | | 22.72 | | 1,139,117 | ||||||||||||||||
| 2/10/20 | | | 7,000 | | 23.89 | | 111,916 | |||||||||||||||||||
Kamran Alam(2) | | | 2/6/20 | | — | | 25,000 | | 22.72 | | 379,705 | ||||||||||||||||
| 2/10/20 | | | 3,000 | | 23.89 | | 47,964 |
| | Grant Date | | | Estimated Future Payouts Under Equity Incentive Plan Awards: Target (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Stock and Option Awards ($/share) | | | Grant Date Fair Value of Stock and Option Awards ($) (1) | |
John Militello | | | 2/6/20 | | | — | | | 20,000 | | | 22.72 | | | 303,777 |
| 2/10/20 | | | | | 2,000 | | | 23.89 | | | 31,976 | |||
| 8/3/20 | | | | | 18,000 | | | 24.82 | | | 281,517 |
| | Grant Date | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/share) | | | Grant Date Fair Value of Stock and Option Awards ($)(1) | |
Jonathan Schwartz, M.D. | | | 02/04/2021 | | | 35,000 | | | 62.32 | | | 1,324,050 |
Martin Wilson, J.D. | | | 12/06/2021 | | | 100,000 | | | 23.04 | | | 1,411,000 |
(1) | Reflects the aggregate grant date fair value of option awards granted to our named executive officers in |
(2) | Mr. |
Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | ||||||||
Gaurav D. Shah, M.D. | | 152,370 | | — | | 1.69 | | 4/12/27 | | 76,490 | | — | | 1.69 | | 4/12/27 | ||||||||
| 362,034 | | 32,916 | | 18.75 | | 3/29/28 | | 395,000 | | — | | 18.75 | | 3/29/28 | |||||||||
| 210,468 | | 105,232 | | 14.56 | | 1/28/29 | | 315,700 | | — | | 14.56 | | 1/28/29 | |||||||||
| — | | 383,306 | | 22.72 | | 2/6/30 | | 223,596 | | 159,710 | | 22.72 | | 2/6/30 | |||||||||
| — | | 185,000 | | 62.32 | | 2/4/31 | |||||||||||||||||
Carlos Garcia-Parada, MBA(2) | | — | | 125,000 | | 56.49 | | 1/4/31 | ||||||||||||||||
| — | | 40,000 | | 35.60 | | 9/13/31 | |||||||||||||||||
Kinnari Patel, Pharm.D., M.B.A. | | 55,869 | | — | | 1.21 | | 4/18/26 | | 175,000 | | — | | 18.75 | | 3/29/28 | ||||||||
| 38,093 | | — | | 1.69 | | 4/12/27 | |||||||||||||||||
| 160,417 | | 14,583 | | 18.75 | | 3/29/28 | | 165,000 | | 15,000 | | 14.56 | | 1/28/29 | |||||||||
| 120,000 | | 60,000 | | 14.56 | | 1/28/29 | | 37,502 | | 12,498 | | 10.85 | | 9/2/29 | |||||||||
| 20,838 | | 29,162 | | 10.85 | | 9/2/29 | | 87,500 | | 62,500 | | 22.72 | | 2/6/30 | |||||||||
| — | | 150,000 | | 22.72 | | 2/6/30 | | 8,750 | | 6,250 | | 23.89 | | 2/10/30 | |||||||||
| — | | 15,000 | | 23.89 | | 2/10/30 | | 20,862 | | 29,138 | | 23.05 | | 9/8/30 | |||||||||
| — | | 50,000 | | 23.05 | | 9/8/30 | | — | | 120,000 | | 62.32 | | 2/4/31 | |||||||||
Jonathan Schwartz, M.D. | | 251,410 | | — | | 1.21 | | 2/08/26 | | 38,310 | | — | | 1.21 | | 2/8/26 | ||||||||
| 11,428 | | — | | 1.69 | | 4/12/27 | | 60,000 | | — | | 18.75 | | 3/29/28 | |||||||||
| 55,000 | | 5,000 | | 18.75 | | 3/29/28 | | 68,750 | | 6,250 | | 14.56 | | 1/28/29 | |||||||||
| 43,750 | | 31,250 | | 14.56 | | 1/28/29 | | 22,500 | | 7,500 | | 10.85 | | 9/2/29 | |||||||||
| 12,500 | | 17,500 | | 10.85 | | 9/2/29 | | 43,750 | | 31,250 | | 22.72 | | 2/6/30 | |||||||||
| — | | 75,000 | | 22.72 | | 2/6/30 | | 4,115 | | 2,885 | | 23.89 | | 2/10/30 | |||||||||
| — | | 7,000 | | 23.89 | | 2/10/30 | | — | | 35,000 | | 62.32 | | 2/4/31 | |||||||||
John Militello | | 9,167 | | 833 | | 12.55 | | 1/8/28 | ||||||||||||||||
| 9,167 | | 833 | | 18.75 | | 3/29/28 | |||||||||||||||||
| 8,334 | | 1,666 | | 20.61 | | 6/25/28 | |||||||||||||||||
| 4,998 | | 15,002 | | 14.56 | | 1/28/29 | |||||||||||||||||
| 4,165 | | 5,835 | | 10.85 | | 9/2/29 | |||||||||||||||||
| — | | 20,000 | | 22.72 | | 2/6/30 | |||||||||||||||||
| — | | 2,000 | | 23.89 | | 2/10/30 | |||||||||||||||||
| — | | 18,000 | | 24.82 | | 8/3/30 | |||||||||||||||||
Martin Wilson, J.D. | | — | | 100,000 | | 23.04 | | 12/6/31 |
(1) | These stock options have a grant date that is ten years prior to the expiration date. Such awards vest 33% on the first anniversary of the date of grant with the remaining portion subject to equal quarterly vesting over the following two years. |
(2) | Mr. Garcia-Parada resigned as the Company’s Chief Financial Officer and principal financial officer effective March 16, 2022. In connection with his resignation, all unvested equity awards held by Mr. Garcia-Parada were forfeited. |
| | Option Awards | | Stock Awards | | | Option Awards | | Stock Awards | |||||||||||||||
Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) (1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($) (1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) | ||||||||
Gaurav Shah, M.D. | | 380,925 | | 6,931,449 | | — | | — | | 75,880 | | 3,306,241 | | — | | — | ||||||||
Carlos Garcia-Parada | | — | | — | | — | | — | ||||||||||||||||
Kinnari Patel, Pharm.D., MBA | | — | | — | | — | | — | | 93,962 | | 4,333,060 | | — | | — | ||||||||
Jonathan Schwartz, M.D. | | — | | — | | — | | — | | 224,529 | | 12,521,793 | | — | | — | ||||||||
Kamran Alam | | — | | — | | — | | — | ||||||||||||||||
John Militello | | — | | — | | — | | — | ||||||||||||||||
Martin Wilson, J.D. | | — | | — | | — | | — |
(1) | The value realized on exercise is equal to the difference between the closing price of the stock on the exercise date less the per share exercise price, multiplied by the number of shares for which the option was being exercised. |
Executive Benefits and Payment upon Termination | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | Termination due to Death or Disability ($) | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | Termination due to Death or Disability ($) | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 12 Months Following a Change in Control ($) | ||||||
Compensation: | | | | | | | ||||||||||||
Cash Severance | | 540,000 | | 486,000 | | 1,296,000 | | 590,000 | | 318,600 | | 908,600 | ||||||
Acceleration of Equity Awards(1) | | — | | 17,738,472 | | 17,738,472 | | — | | 191,259 | | 191,259 | ||||||
Health care continuation | | 27,816 | | — | | 27,816 | | 29,580 | | — | | 29,580 | ||||||
Total | | 547,816 | | 18,224,472 | | 19,062,288 | | 619,580 | | 509,859 | | 1,129,439 |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) |
Executive Benefits and Payment upon Termination | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 337,500 | | | 364,500 | | | 814,500 |
Acceleration of Equity Awards(1) | | | — | | | 11,097,687 | | | 11,097,687 |
Health care continuation | | | 24,750 | | | — | | | 24,750 |
Total | | | 362,250 | | | 11,462,187 | | | 11,936,937 |
Executive Benefits and Payment upon Termination | | | Termination by the Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination Due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 296,250 | | | 213,300 | | | 608,300 |
Acceleration of Equity Awards(1) | | | — | | | 4,834,675 | | | 4,834,675 |
Health care continuation | | | 32,481 | | | — | | | 32,481 |
Total | | | 328,731 | | | 5,047,975 | | | 5,475,456 |
Executive Benefits and Payment upon Termination(1) | | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) (1) | | | Termination due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | — | | | — | | | — |
Acceleration of Equity Awards(2) | | | — | | | — | | | — |
Health care continuation | | | — | | | — | | | — |
Total | | | — | | | — | | | — |
(1) | Mr. Garcia-Parada’s employment with the Company terminated effective March 31, 2022 and he continued to serve as an advisor to the Company until March 31, 2022. Mr. Garcia-Parada did not receive any severance payments or benefits in connection with his termination. |
(2) | The value of accelerated vesting of stock options is based on the difference between (x) $21.83, the closing market price of our common stock on December 31, 2021, and (y) the per share exercise price of the stock option. All stock options held by Mr. Garcia-Parada were underwater as of December 31, 2021 and, accordingly, there is no value attributable to acceleration of vesting. |
Executive Benefits and Payment upon Termination | | Termination by the Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | Termination Due to Death or Disability ($) | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) | | Termination by Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | Termination due to Death or Disability ($) | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) | ||||||
Compensation: | | | | | | | ||||||||||||
Cash Severance | | — | | — | | — | | 382,500 | | 196,222 | | 578,722 | ||||||
Acceleration of Equity Awards(1) | | — | | 2,227,940 | | 2,227,940 | | — | | 246,278 | | 246,278 | ||||||
Health care continuation | | — | | — | | — | | 35,217 | | — | | 35,217 | ||||||
Total | | — | | 2,227,940 | | 2,227,940 | | 417,717 | | 442,500 | | 860,217 |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) |
Executive Benefits and Payment upon Termination | | | Termination by the Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination Due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | 307,500 | | | 136,530 | | | 444,030 |
Acceleration of Equity Awards(1) | | | — | | | 127,788 | | | 127,788 |
Health care continuation | | | 35,217 | | | — | | | 35,217 |
Total | | | 342,717 | | | 264,318 | | | 607,035 |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) $21.83, the closing market price of our common stock on December 31, 2021, and (y) the per share exercise price of the stock option. |
Executive Benefits and Payment upon Termination | | | Termination by the Company without Cause or Resignation For Good Reason Not in Connection with a Change in Control ($) | | | Termination Due to Death or Disability ($) | | | Termination by Company without Cause or Voluntary Resignation for Good Reason within 24 Months Following a Change in Control ($) |
Compensation: | | | | | | | |||
Cash Severance | | | — | | | — | | | — |
Acceleration of Equity Awards(1) | | | — | | | — | | | — |
Health care continuation | | | — | | | — | | | — |
Total | | | — | | | — | | | — |
(1) | The value of accelerated vesting of stock options is based on the difference between (x) $21.83, the closing market price of our common stock on December 31, 2021, and (y) the per share exercise price of the stock option. All stock options held by Mr. Wilson were underwater as of December 31, 2021 and, accordingly, there is no value attributable to acceleration of vesting. |
| | Annual Retainer(1) | |
Board of Directors: | | | |
All non-employee members, except chairman | | | $ |
Audit Committee: | | | |
Members | | | $ |
Chairman | | | $ |
Compensation Committee: | | | |
Members | | | $ |
Chairman | | | $10,000 |
Nominating and Corporate Governance Committee: | | | |
Members | | | $4,000 |
Chairman | | | $8,000 |
(1) | Effective July 1, 2021, the annual retainer for board membership increased from $35,000 to $40,000, the annual retainer for service as a member of the Audit Committee increased from $7,500 to $10,000, the annual retainer for service as a Chair of the Audit Committee increased from $15,000 to $20,000 and the annual retainer for service as a member of the Compensation Committee increased from $5,000 to $7,500. |
Director name | | Fees Earned or Paid in Cash ($) | | Option Awards ($)(1) | | All Other Compensation ($) | | Total $ | ||||||||||||||||
Director Name | | Fees Earned or Paid in Cash ($) | | Option Awards ($)(1) | | All Other Compensation ($) | | Total $ | ||||||||||||||||
Elisabeth Björk, M.D., Ph.D. | | 68,686(2) | | 341,629 | | — | | 410,315 | ||||||||||||||||
Carsten Boess | | 55,000 | | 243,144 | | — | | 298,144 | | 61,250 | | 341,629 | | — | | 402,879 | ||||||||
Elisabeth Björk, M.D., Ph.D. | | 29,514 | | 243,144 | | | 272,657 | |||||||||||||||||
Pedro Granadillo | | 56,500 | | 243,144 | | — | | 299,644 | | 94,672(3) | | 341,629 | | — | | 436,301 | ||||||||
Gotham Makker, M.D. | | 38,976(2) | | 243,144 | | 118,946(2) | | 401,065 | | — | | 384,319 | | 424,600 | | 808,919 | ||||||||
David Southwell | | 35,000 | | 243,144 | | — | | 278,144 | | 37,500 | | 341,629 | | — | | 379,129 | ||||||||
Naveen Yalamanchi, M.D. | | 48,000 | | 243,144 | | 110,000(3) | | 401,144 | | 52,750 | | 341,629 | | 110,000(5) | | 504,379 | ||||||||
Roderick Wong, M.D. | | — | | 328,244 | | — | | 328,244 | | — | | 427,036 | | — | | 427,036 |
(1) | Amounts represent the aggregate grant-date fair value of option awards granted to our directors in |
(2) | Dr. Björk elected to receive stock options in lieu of $47,436 in cash compensation. As a result, Dr. Björk received an option to purchase 1,699 shares with an exercise price of $47.25 per share for her service on the Board in 2021. |
(3) | Mr. Granadillo elected to receive stock options in lieu of $66,422 in cash compensation. As a result, Mr. Granadillo received an option to purchase 2,379 shares with an exercise price of $47.25 per share for his service on the Board in 2021. |
(4) | Dr. Makker elected to receive stock options in lieu of |
Includes $110,000 in fees paid in |
As |
Name and address of beneficial owner | | | Number of Shares Beneficially Owned | | | Percent of Class |
5% Stockholders | | | | | ||
RTW Investments, LP(1) 40 10th Avenue, Floor 7 New York, NY 10014 | | | 16,185,119 | | | 26.1% |
T. Rowe Price(2) 100 E. Pratt Street Baltimore, MA 21202 | | | 3,479,321 | | | 5.6% |
Perceptive Advisors LLC(3) 51 Astor Place New York, NY 10003 | | | 3,396,867 | | | 5.5% |
Named executive officers and directors | | | | | ||
David P. Southwell(4) | | | 376,034 | | | * |
Kamran Alam | | | — | | | * |
Carsten Boess(5) | | | 110,250 | | | * |
Pedro Granadillo(6) | | | 90,000 | | | * |
Gotham Makker, M.D.(7) | | | 1,442,331 | | | 2.3% |
Kinnari Patel, Pharm.D., MBA(8) | | | 693,520 | | | 1.1% |
Gaurav Shah, M.D.(9) | | | 1,768,055 | | | 3.2% |
Roderick Wong, M.D.(1) | | | 17,530,044 | | | 28.2% |
Naveen Yalamanchi, M.D.(10) | | | 203,641 | | | * |
Elisabeth Björk, M.D., Ph.D.(11) | | | 60,000 | | | * |
Jonathan Schwartz(12) | | | 398,746 | | | * |
John Militello(13) | | | 54,841 | | | * |
All directors and executive officers as a group (12 persons)(14) | | | 22,727,462 | | | 36.5% |
Name and address of beneficial owner | | | Number of Shares Beneficially Owned | | | Percent of Class |
5% Stockholders | | | | | ||
RTW Investments, LP(1) 40 10th Avenue, Floor 7 New York, NY 10014 | | | 16,272,635 | | | 25.2% |
Wellington Management Group, LLP(2) 280 Congress Street Boston, MA, 02210 | | | 3,490,879 | | | 5.4% |
Blackrock, Inc.(3) 55 East 52nd Street New York, NY 10055 | | | 3,339,469 | | | 5.2% |
The Vanguard Group (4) 100 Vanguard Blvd Malvern, PA 19355 | | | 3,301,138 | | | 5.1% |
Named executive officers and directors | | | | | ||
David P. Southwell(5) | | | 388,270 | | | * |
Carsten Boess(6) | | | 122,486 | | | * |
Pedro Granadillo(7) | | | 104,615 | | | * |
Gotham Makker, M.D.(8) | | | 1,456,096 | | | 2.3% |
Kinnari Patel, Pharm.D., MBA(9) | | | 817,482 | | | 1.3% |
Gaurav Shah, M.D.(10) | | | 2,056,818 | | | 3.2% |
Roderick Wong, M.D.(1) | | | 16,402,430 | | | 25.4% |
Naveen Yalamanchi, M.D.(11) | | | 215,877 | | | * |
Elisabeth Björk, M.D., Ph.D.(12) | | | 73,935 | | | * |
Jonathan Schwartz(13) | | | 351,287 | | | * |
Name and address of beneficial owner | | | Number of Shares Beneficially Owned | | | Percent of Class |
Martin Wilson(14) | | | — | | | * |
Fady Malik, M.D., Ph.D.(14) | | | — | | | * |
Carlos Garcia-Parada(15) | | | 71,750 | | | * |
All directors and executive officers as a group (13 persons)(16) | | | |
* | Represents beneficial ownership of less than one percent. |
(1) | Based on Schedule |
(2) | Based on Schedule 13G, filed by |
(3) | Based on Schedule 13G, filed by |
(4) | Based on Schedule 13G, filed by The Vanguard Group with the SEC on February 9, 2022. According to the Schedule 13G, the reporting persons had shared voting power and shared dispositive power with respect to |
Consists of (i) 95,160 shares of common stock, and (ii) |
Consists of |
Consists of |
Consists of (i) 1,331,486 shares of common stock held by Simran Investment Group, and (ii) |
Consists of (i) |
Consists of (i) 904,277 shares of common stock and (ii) |
Consists of (i) 113,641 shares owned by the Naveen Yalamanchi Revocable Living Trust, February 9, 2016, of which Dr. Yalamanchi is the trustee and (ii) |
Consists of |
Consists of |
Consists of |
Consists of 71,750 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 18, 2022. |
(16) | Includes only current directors and executive officers serving in such capacity on the date of the table. Consists of the shares and stock options held by Dr. Björk, Mr. Southwell, Mr. Boess, Mr. Granadillo, Dr. Malik, Dr. Makker, Dr. Shah, Dr. Wong, and Dr. Yalamanchi and shares and stock options held by current executive officers of the Company. |
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)) | | 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)) | ||||||
| (a) | | (b) | | (c) | | (a) | | (b) | | (c) | |||||||
Equity compensation plans approved by security holders(1) | | 11,050,931(2) | | $9.10 | | 1,629,300(3) | | 11,143,761(2) | | $14.51 | | 2,558,896(3) | ||||||
Equity compensation plans not approved by security holders | | — | | — | | — | | — | | — | | — | ||||||
Total | | 11,050,931 | | $9.10 | | 1,629,300 | | 11,143,761 | | $14.51 | | 2,558,896 |
(1) | Consists of the |
(2) | Consists of shares underlying outstanding options and restricted stock units under the 2014 Plan. |
(3) | Consists of shares available under the 2014 Plan and the 2014 ESPP. |