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APRIL [ •], 2018
Special Meeting.
A copy
close of business on March 12, 2018 (the “Record Holders”). Shares of our Common Stock and Preferred Stock represented by proxies will be voted as described in the Proxy Statement or as specified by each stockholder.
December 1, 2016
APRIL [ •] , 2018
you give notice at the annual meetingSpecial Meeting that you intend to revoke your proxy and vote in person. If you are a beneficial owner of shares held in “street name,” you may submit new voting instructions by contacting your broker, bank or other nominee.
meeting. With respect to “non-routine” matters, such as the election of directors,Proposal No. 1 and Proposal No. 2, a bank, brokerage firm or other nominee is not permitted under the rules governing self-regulatory organizations, or SRO rules, to vote its clients’ shares if the clients do not provide instructions. The bank, brokerage firm or other nominee will so note on the voting instruction form and this constitutes a “broker non-vote.” “Broker non-votes”Broker non-votes and abstentions, if any, will have the effect of votes “AGAINST” with respect to such non-routine matters.
Under believes that the increase in the number of authorized shares of Common Stock is necessary and in the Company’s best interests.
The affirmative vote of holders of a majority of the votes castoutstanding shares of our Preferred Stock, voting as a separate class, are not voted to approve Proposal No. 2, the increase to the authorized shares of our Preferred Stock will not take effect at that time.
Stockholders of record who reside at the same address will receive a single copy of our Annual Report, Proxy Statement and Notice of Annual Meeting. Each stockholder in the household, however, will receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information
received at your household and helps to reduce our expenses. If you would like to receive a separate copy of any of these materials, please call or write us at the address set forth under“Communication with the Board of Directors”below, and we will promptly deliver the requested materials to you.
If you receive multiple copies of our Annual Report, Proxy Statement and Notice of Annual Meeting and wish to receive a single copy in the future, please contact us at the address set forth under “Communication with the Board of Directors” below. If you hold your shares in street name, you should contact your broker or nominee regarding combining mailings.
We have a classified Board of Directors currently consisting of three Class I directors (Dr. Alton L. Boynton, Mr. Cofer Black and Ms. Susan Bayh), two Class II directors (Robert A. Farmer and Jerry Jasinowski), two Class III directors (Linda F. Powers and Dr. Navid Malik). Mr. Black and Ms. Bayh were appointed in January 2016 as Class I Directors to serve for the approximately one-year term then remaining for Class I Directors.
At each annual meeting of stockholders, the applicable Class directors are elected to succeed those whose terms are expiring. This year, two Class I directors will be presented to the stockholders for election to a three-year term that expires at the 2019 Annual Meeting. The Class II directors have a term that expires at the 2017 annual meetingquorum present and the Class III directors have a term that expires at the 2018 Annual Mmeeting.
The persons named in the enclosed proxy will vote to elect Dr. Alton L. Boynton and Mr. Cofer Black as the Class I directors unless your proxy is marked otherwise. Dr. Boynton and Mr. Black have indicated his willingness to serve, if elected. If Dr. Boynton or Mr. Black should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. We have no reason to believe that Dr. Boynton or Mr. Black will be unable to serve if elected.
Set forth below is the name and age of each member of our Board (including Dr. Alton L. Boynton and Mr. Cofer Black, the nominees for election as Class I directors), and the positions and offices held by him, his principal occupation and business experience during at least the past five years, the names of other publicly held companies of which he serves as a director and the year of the commencement of his term as a member of our Board.
Directors are elected by a plurality of the votes cast at the Annual Meeting. This means that the Class I nominees receiving the highesttotal number of votes will be elected.
The proxies will vote your common stock in accordance with your instructions. If you are a stockholder of record, and you return a signed and dated proxy card, unless you mark your proxy card to withhold authority to vote, your common stock will be voted for the election of the nominee named in this proxy statement.
If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, under the SRO rules governing brokers, your broker may not vote your shares on the election of directors.
We recommend that you voteFORDr. Alton L. Boynton and Mr. Cofer Black as Class I directors.
There are no family relationships between any of our directors or executive officers.
Informationcast with respect to Proposal No. 3 and will therefore have the number of shares of common stock beneficially owned by each director, directly or indirectly, as of November 21, 2016 appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.”
Linda F. Powers. Ms. Powers has served as the Chairperson of our Board of Directors since her appointment on May 17, 2007 and Chief Executive Officer and President since June 8, 2011. Ms. Powers servedsame effect as a managing director of Toucan Capital Fund II from 2001 to 2010, and Toucan Capital Fund III thereafter. She also has over 15 years’ experience in corporate finance and restructurings, mergers and acquisitions, joint ventures and intellectual property licensing. Ms. Powers is a Board member of M2GEN (an affiliate of Moffitt Cancer Center), the Chinese Biopharmaceutical Association, and the Rosalind Franklin Society. She was the Chair of the Maryland Stem Cell Research Commission for the first two years of the state’s stem cell funding program, and has served more than four additional years on the Commission. Ms. Powers served for several years on a Steering Committee of the National Academy of Sciences, evaluating government research funding, and has been appointed to three Governors’ commissions created to determine how to build the respective states’ biotech and other high-tech industries. For more than six years, Ms. Powers taught an annual internal course at the National Institutes of Health for the bench scientists and technology transfer personnel on the development and commercialization of medical products. Ms. Powers serves on the boards of several private biotechnology companies. Ms. Powers holds a B.A. from Princeton University, where she graduated magna cum laude and Phi Beta Kappa. She also earned a J.D., magna cum laude, from Harvard Law School. We believe Ms. Powers’ background and experience make her well qualified to serve as a Director.
Alton L. Boynton, Ph.D. Dr. Boynton co-founded our Company, has served as our Chief Scientific Officer and a Director since our inception in 1998, was appointed our Chief Operating Officer in August 2001, was appointed President in May 2003, and served as Chief Executive Officer from June 2007 to June 2011. Prior to founding our Company, Dr. Boynton headed the Molecular Oncology research lab at the Pacific Northwest Research Foundation (the original foundation of Bill Hutchinson, from which the Fred Hutchinson Cancer Center was spun off). Dr. Boynton also served as Director of the Department of Molecular Medicine of Northwest Hospital from 1995 to 2003 where he coordinated the establishment of a program centered on carcinogenesis. Prior to joining Northwest Hospital, Dr. Boynton was Associate Director of the Cancer Research Center of Hawaii, The University of Hawaii, where he also held the positions of Director of Molecular Oncology of the Cancer Research Center and Professor of Genetics and Molecular Biology. Dr. Boynton received his Ph.D. in Radiation Biology from the University of Iowa in 1972. We believe Dr. Boynton’s background and experience make him well qualified to serve as a Director.
Robert A. Farmer. Mr. Farmer was appointed to the Board of Directors in December 2009. Currently, and during the past five years, Mr. Farmer has served on the boards of directors of International Data Group, Dale Carnegie Associates, Sober Steering Sensors, LLC, Charlesbridge Publishing, and Haute Living. Mr. Farmer served as the national treasurer of four presidential campaigns, including those for John Kerry, Bill Clinton, Michael Dukakis and John Glenn. In these roles he led fundraising of over $800 million. He served under Ron Brown as treasurer of the Democratic National Committee, and served for eight years as treasurer of the Democratic Governors Association. President Clinton appointed Mr. Farmer as the United States Consul General to Bermuda, where he served from 1994 to 1999. Mr. Farmer also had a successful career as an entrepreneur, including building his own publishing company, which he sold in 1983. Mr. Farmer
is a graduate of Dartmouth College and Harvard Law School. We believe Mr. Farmer’s background and experiences in finance and as an entrepreneur, as well as his service on other boards of directors, make him well qualified to serve as a Director.
Jerry Jasinowski. Mr. Jasinowski was appointed to the Board of Directors in April 2012. Mr. Jasinowski retired in 2007. Mr. Jasinowski currently serves on the boards of directors of Procurian and the Washington Tennis and Education Foundation and has held directorships in several other companies since 1990. From 2004 through 2007, Mr. Jasinowski served as the President of the Manufacturing Institute, an organization dedicated to improving and expanding manufacturing in the United States, of which he was a founder. Mr. Jasinowski was also the President and CEO of the National Association of Manufacturers, a trade association with 13,000 corporate members from 1990 to 2004. Mr. Jasinowski holds an A.B. in Economics from Indiana University and an M.A. in Economics from Columbia University. We believe that Mr. Jasinowski’s extensive experience across a wide range of manufacturing, technology, and financial firms, including Fortune 1000 and Fortune 500 companies, make him well qualified to serve as a Director.
Dr. Navid Malik. Dr. Malik was appointed to the Board of Directors in April 2012. Dr. Malik was previously the Head of Life Sciences Research at Cenkos Securities Plc. in the U.K., an institutional stockbroking securities firm. From September 2011 through January 2012, Dr. Malik was the Head of Life Sciences Research at Sanlam (Merchant Securities), a global financial services firm. Dr. Malik was Partner and Head of Life Sciences at Matrix Investment Banking Division, Matrix Group, a financial services firm in London, from December 2008 through September 2011. Dr. Malik was a Senior Pharmaceuticals and Biotechnology Analyst at Wimmer Financial LLP from September 2008 through December 2008, and was the Senior Life Sciences Analyst at Collins Stewart Plc from January 2005 through September 2008. In 2011, Dr. Malik was awarded two StarMine Awards (awarded each year by Thomson Reuters and the Financial Times): Number One Stock Picker in the European Pharmaceutical Sector, and Number Two Stock Picker in the U.K. and Ireland Healthcare Sector. Dr. Malik holds a Ph.D. in Drug Delivery within Pharmaceutical Sciences, as well as degrees in Biomedical Sciences Research (M.Sc.) and Biochemistry and Physiology (B.Sc., joint honors). Dr. Malik also holds an MBA in finance from the City University Business School, London. We believe that Dr. Malik’s extensive experience in the life sciences fields and investment banking sector make him well qualified to serve as a Director.
J. Cofer Black. Ambassador Black was appointed to the Board of Directors in January 2016 to serve for the approximately one-year remaining term for Class I Directors. Ambassador Black is an internationally renowned U.S. government leader and expert in cybersecurity, counterterrorism and national security. Since 2009, he has served as Vice President for Global Operations at Blackbird Raytheon Technologies, a division of Raytheon Company, a NYSE-listed security company. From 2004 until 2008, he provided strategic guidance and business development as Vice Chairman of Blackwater Worldwide and as Chairman of Total Intelligence Solutions. During 2002 – 2005, he was appointed by the President of the United States to serve as the Ambassador, Coordinator for Counterterrorism, reporting directly to the Secretary of State for developing, coordinating and implementing American counterterrorism policy. Prior to his role as Ambassador, he served a 28-year career in the Central Intelligence Agency, reaching Senior Intelligence Service (SIS-4) level as Director, Counterterrorist Center (D/CTC), where he managed 1,300 professional personnel and an annual operational budget of more than one billion dollars. Ambassador Black is experienced representing the United States at the Head of State level, managing media as a diplomatic spokesperson and in public speaking as keynote speaker both as a senior U.S. Government official and business leader. Ambassador Black has received numerous awards and recognitions throughout his career, including the Distinguished Intelligence Medal (the CIA’s highest award for achievement). Ambassador Black received a B.A. in International Affairs from the University of Southern California in 1973 and a M.A. in International Affairs for the University of Southern California in 1974. We believe Ambassador Black’s background and experience make him well qualified to serve as a Director.
Susan B. Bayh. Ms. Bayh was appointed to the Board of Directors in January 2016 to serve for the approximately one-year remaining term for Class I Directors. Ms. Bayh brings 25 years of experience related to the pharmaceutical and biotech industries, including in immunotherapies for cancer. Ms. Bayh previously served as in-house counsel for Eli Lilly’s Pharmaceutical Division, and currently holds directorships at the following companies: Emmis Communications, Inc., a NASDAQ-listed radio and media company
(1994 – present) and Dendreon Corp., a NASDAQ-listed company focusing on prostate cancer (2003 – present). Further, Ms. Bayh previously held directorships during the past five years at the following companies: Anthem Inc. (previously known as Wellpoint, Inc.), a NYSE-listed health insurance company (1998 – 2013); Curis, Inc., a NASDAQ-listed biotech company focusing on oncology (2000 – 2013); and Dyax, Inc., a NASDAQ-listed biotech company focused on hereditary angioedema (2003 – 2012). Ms. Bayh currently serves as a member of the Dean’s Council of Indiana University School of Public and Environmental Affairs, and is a guest lecturer on corporate governance issues at the Wharton School at the University of Pennsylvania. From 1994 until 2001, Ms. Bayh served as US Commissioner on behalf of the U.S. State Department to the International Joint Commission between the United States and Canada. Ms. Bayh also served as First Lady of Indiana from 1988 – 1996 during her husband’s (Evan Bayh) term as Governor of Indiana, and was involved in various philanthropic efforts including the Indiana Literacy Foundation. Ms. Bayh is licensed to practice law in the State of Indiana and the District of Columbia. She received a B.S. from the University of California at Berkeley in 1981 and a J.D. from the University of Southern California Law School in 1984. Ms. Bayh’s term as a director will expire at the Annual Meeting.
Pursuant to its charter, the Audit Committee of our Board has appointed the firm Marcum LLP, or Marcum, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2016. Marcum, served as our independent registered public accounting firm for the fiscal year ended December 31, 2015. While the Audit Committee is solely responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, the Committee and the Board are requesting that the stockholders ratify this appointment.vote “AGAINST” Proposal No. 3. If the stockholders ratify this appointment, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time if it believes that doing so would be in the best interests of our Company. If the stockholders do not ratify this appointment, the Audit Committee may reconsider, but might not change, its appointment. If the stockholders do ratify this appointment, the Audit Committee may nevertheless decide to change our accounting firm.
Representatives of Marcum are not expected to be present at the Annual Meeting of stockholders.
Ratification of the appointment of Marcum as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast atof all our outstanding shares of our Common Stock and Preferred Stock, voting as a single class, are not voted to approve Proposal No. 3, the meeting.
The proxies will vote your common stock in accordance with your instructions. If you are a stockholder of record and you return a signed and dated proxy card, unless you give specific instructionsoption awards to the contrary, your common stockindependent directors of the Board of Directors will be voted forcancelled, as described above.
The Board unanimously recommends that you voteFOR the ratificationdirectors of the appointmentBoard of Marcum as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
Securities and Exchange Commission (the “SEC”).
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage(1) | | ||||||
Officers and Directors | | | | ||||||||||
Alton L. Boynton, Ph.D.(2) | | | | | 12,189 | | | | | | *% | | |
Marnix L. Bosch, Ph.D., M.B.A.(3) | | | | | 151,043 | | | | | | *% | | |
Linda F. Powers(4) | | | | | 8,680,629 | | | | | | 2.1% | | |
Leslie J. Goldman(5) | | | | | 294,661 | | | | | | *% | | |
Dr. Navid Malik(6) | | | | | 10,000 | | | | | | *% | | |
Jerry Jasinowski(7) | | | | | 1,365,031 | | | | | | *% | | |
All executive officers and directors as a group (6 persons) | | | | | 10,513,553 | | | | | | 2.5% | | |
5% Security Holder | | | | ||||||||||
Woodford Investment Management LLP(8) 9400 Garsington Road Oxford OX4 2NH, UK | | | | | 24,815,028 | | | | | | 6.0% | | |
Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage(1) | ||||||
Officers and Directors | ||||||||
Alton L. Boynton, Ph.D.(2) | 185,058 | *% | ||||||
Marnix L. Bosch, Ph.D., M.B.A.(3) | 151,381 | *% | ||||||
Linda F. Powers(4) | 34,731,161 | 24.78 | % | |||||
Robert A. Farmer(5) | 174,139 | *% | ||||||
Leslie Goldman(6) | 504,285 | *% | ||||||
Dr. Navid Malik | 10,000 | *% | ||||||
Jerry Jasinowski(7) | 134,573 | *% | ||||||
J. Cofer Black(8) | — | * | ||||||
Susan Bayh(9) | — | * | ||||||
All executive officers and directors as a group (9 persons) | 35,900,906 | 25.48 | % | |||||
5% Security Holders | ||||||||
Cognate BioServices, Inc.(10) 4800 East Shelby Drive, Suite 108, Memphis, TN | 25,242,223 | 18.66 | % | |||||
Woodford Investment Management LLP(11) 9400 Garsington Road Oxford OX4 2NH, UK | 25,915,937 | 20.95 | % |
The Board believes that Ms. Powers’ service as both ChairpersonPercentage represents beneficial ownership percentage of the Board and Chief Executive Officer is in the Company’s best interest and our stockholders’ best interests. Ms. Powers possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing us, and is thus, we believe, best positioned to develop Company strategies, business plans and priorities, and corresponding Board agendas that ensure that the Board’s time and attention are focused on the most critical matters. The Company has multiple major programs under way, with operations and infrastructure on two continents, which we believe is unusual for a small biotech company and requires heightened efficiency and involvement between the Board and management. Ms. Powers’ combined role enables decisive leadership, and, we believe, facilitates this efficiency and involvement. The Board has not appointed a lead independent director.
The Board plays an active role in risk oversight of our Company. The Board does not have a formal risk management committee, but administers this oversight function through various standing committees of the Board of Directors. The Audit Committee maintains responsibility for oversight of financial reporting-related risks, including those related to our accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of our Company’s Code of Ethics. The Compensation Committee oversees risks arising from our compensation policies and programs. This Committee has responsibility for evaluating and approving our executive compensation and benefit plans, policies and programs.
Our Board of Directors has undertaken a review of the independence of our directors and has determined that a majority of the Board consists of members who are currently “independent” as that term is defined within the meaning of Section 5605(a)(2) of the NASDAQ Marketplace Rules. The Board of Directors has determined that each of Messrs. Farmer, Malik, Jasinowski, Black and Ms. Bayh is independent.
The Audit Committee has responsibility for recommending the appointment of our independent accountants, supervising our finance function (which includes, among other matters, our investment activities), reviewing our internal accounting control policies and procedures, and providing the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require the attention of the Board. The Audit Committee acts under a written charter.
The Audit Committee currently consists of Messrs. Farmer, Malik and Jasinowski. Our Board of Directors has determined that Jerry Jasinowski, the Chairman of the Audit Committee, qualifies as an “audit committee financial expert” as defined by the SEC. Our Board has undertaken a review of the independence of our directors and has determined that Messrs. Farmer, Malik and Jasinowski are independent within the meaning of Section 5605(a)(2) of the NASDAQ Marketplace Rules as well as pursuant to the additional test for independence for audit committee members imposed by SEC regulation and Section 5605(c)(2)(A) of the NASDAQ Marketplace Rules. The Audit Committee is establishedCommon Stock calculated in accordance with Section 3(a)(58)(A)SEC rules and does not equate to voting percentages. Percentage is based upon 414,665,188 shares of Common Stock issued and outstanding as of March 23, 2018. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Act. Mr. Jasinowski serves as financial expert on the Audit Committee.
The Compensation Committee is responsible for determining the overall compensation levels of our executive officers and administering our stock option plans. Ms. Powers, our Chairperson, President and Chief Executive Officer, participated in discussions regarding salaries and incentive compensation for all of our executive officers, except that she was and is excluded from discussions regarding her own salary and incentive compensation. The Board has adopted a written charter for the Compensation Committee and its current members are Messrs. Farmer, Malik and Jasinowski. The Compensation Committee does not delegate its authority pursuant to its written charter. Our Board of Directors has determined that all of the members are “independent” under the current listing standards of NASDAQ.
The Nominations Committee has responsibility for assisting the Board of Directors in, among other things, effecting Board organization, membership and function, including: identifying qualified Board nominees; effecting the organization, membership and function of Board committees, including composition and recommendation of qualified candidates; establishment of and subsequent periodic evaluation of successor planning for the chief executive officer and other executive officers; development and evaluation of criteria for Board membership such as overall qualifications, term limits, age limits and independence; and oversight of compliance with the Corporate Governance Guidelines. The Nominations Committee shall identify and evaluate the qualifications of all candidates for nomination for election as directors. Potential nominees are identified by the Board of Directors based on the criteria, skills and qualifications that have been recognized by the Nominations Committee. While our nomination policy does not prescribe specific diversity standards, the Nominations Committee and its independent members seek to identify nominees that have a variety of perspectives, professional experience, education, difference in viewpoints and skills, and personal qualities that will result in a well-rounded Board of Directors.
The Nominations Committee currently consists of Messrs. Farmer, Malik and Jasinowski. The Board of Directors has determined that all of the members are “independent” under the current listing standards of NASDAQ. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominations Committee.
On December 8, 2015 the Company announced that it had established a Special Committee had been established by the Board of Directors to oversee an independent investigation of allegations in an anonymous internet report and a derivative lawsuit which cites the anonymous internet report. The Special Committee was authorized by the Board to conduct a full and complete investigation of the allegations in the anonymous report and the lawsuit. Currently, the Special Committee is comprised of independent Directors Mr. Jerry Jasinowski, Ms. Susan Bayh and Mr. J. Cofer Black.
The business of our Company is under the general oversight of our Board, as provided by the laws of Delaware and our bylaws. During the fiscal year ended December 31, 2015, the Board held at least eighteen meetings and also conducted business by written consent, the Audit Committee held at least four meetings, the Compensation Committee held at least one meeting and the Nominations Committee held at least three meetings. Each person who was a director during 2015 attended at least 75% of the Board meetings and the meetings of the committee on which he or she served. We do not have a formal written policy with respect to Board members’ attendance at our annual meeting of stockholders. Two of our directors attended the 2015 Annual Meeting.
We have an established Code of Business Conduct and Ethics applicable to all Board members, executive officers and employees. We are in the process of updating our Code of Business Conduct and Ethics, and will be posting the updated policy on our website atwww.nwbio.com.
The Nominations Committee is responsible for annually reviewing with the Board the requisite skills and criteria for prospective directors and the structure, size and composition of the Board as a whole. Although there are no set criteria considered by the Nominations Committee in evaluating potential director nominees, the committee does consider the skills and expertise that need to be represented on the Board, succession planning and the time commitments required of directors.
For a stockholder to submit a candidate for the consideration of the Nominations Committee, the stockholder must timely notify our corporate secretary at the address set forth under “Communication with the Board of Directors” below. To make such a nomination in advance of the next year’s annual meeting, a stockholder must provide written notification to our secretary not less than 120 days nor more than 150 days
in advance of the first anniversary of the date on which the proxy statement in connection with the previous year’s annual meeting was first mailed. However, if we do not hold an annual meeting or the date of such annual meeting has been changed by more than 30 days from the date first contemplated by the previous year’s proxy statement, we must receive the stockholder’s notice at least 80 days prior to the date on which we distribute the proxy statement with respect to the upcoming meeting.
The notice must include the information specified in our bylaws, including the following: (a) as to each proposed nominee (i) such person’s exact name, (ii) such person’s age, principal occupation, business address and telephone number, and residence address and telephone number, (iii)Commission. In computing the number of shares (if any) of each classCommon Stock beneficially owned and the percentage of our capital stockownership of such person, we deemed to be outstanding all shares of Common Stock and Preferred Stock subject to options and
We have established a procedureSEC will automatically update and supersede this information. The documents we are incorporating by which our stockholders may communicate directly with our Board. All communications should be in written form and directed to our corporate secretary at the following address: Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814, Attention: Secretary (240) 497-9024.
The following table sets forth information regarding the Company’s current executive officers.
Linda F. Powers. Please see “Director Biographies” above.
Alton L. Boynton, Ph.D. Please see “Director Biographies” above.
Leslie J. Goldman joined us as Senior Vice President, Business Development in June 2011. Prior to joining us, Mr. Goldman was a partner at the law firm of Skadden, Arps for over 30 years, specializing in a wide array of advanced technologies and their commercialization. Mr. Goldman also serves as an advisor to a number of other technology companies. In addition, for eight years, Mr. Goldman served as Chairman of the Board of a group of TV stations in four mid-size cities across the country. Mr. Goldman received a B.A. from the University of Michigan in 1967 and a J.D. from the University of Michigan in 1970.
Marnix L. Bosch joined us in 2000, and has been serving as our Chief Technical Officer since 2007. In this capacity, he plays a key role in the preparation and submission of our regulatory applications, as well as ongoing development of our product lines, and ongoing development and/or acquisition of new technologies. Dr. Bosch led the process of designing the protocols, and managed the successful preparation and submission of our Investigational New Drug (IND) applications for FDA approval to conduct clinical trials for prostate cancer, brain cancer, ovarian cancer and multiple other cancers. He also led the processes for other regulatory submissions in both the U.S. and abroad (including the successful applications for orphan drug status in both the U.S. and Europe for DCVax-L for brain cancer). He spearheaded the development of our manufacturing and quality control processes, and is working with Cognate BioServices, Inc. on next-generation further development of these processes. Prior to joining us in 2000, Dr. Bosch worked at the Dutch National Institutes of Health (RIVM) as head of the Department of Molecular Biology, as well as in academia as a professor of Pathobiology. He has authored more than 40 peer-reviewed research publications in immunology and virology, and is an inventor on several patent applications on dendritic cell product manufacturing.
The following table sets forth certain information concerning compensation paid or accrued to our executive officers, referred to as our Named Executive Officers, during the years ended December 31, 2015, 2014 and 2013.
Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | |||||||||||||||
Linda F. Powers Chairperson, President & Chief Executive Officer | 2015 | $ | 500,000 | $ | — | $ | — | $ | 500,000 | |||||||||||
2014 | $ | 500,000 | $ | — | $ | — | $ | 500,000 | ||||||||||||
2013 | $ | 360,000 | $ | — | $ | — | $ | 360,000 | ||||||||||||
Alton L. Boynton, Ph.D. Chief Scientific Officer and Secretary | 2015 | $ | 325,000 | $ | — | $ | — | $ | 325,000 | |||||||||||
2014 | $ | 325,000 | $ | — | $ | — | $ | 325,000 | ||||||||||||
2013 | $ | 295,685 | $ | — | $ | — | $ | 295,685 | ||||||||||||
Leslie Goldman Senior Vice President, Business Development | 2015 | $ | 375,000 | $ | — | $ | — | $ | 375,000 | |||||||||||
2014 | $ | 375,000 | $ | 50,000 | $ | — | $ | 425,000 | ||||||||||||
2013 | $ | 348,000 | $ | — | $ | — | $ | 348,000 | ||||||||||||
Marnix L. Bosch, Ph.D. Chief Technical Officer | 2015 | $ | 375,000 | $ | — | $ | — | $ | 375,000 | |||||||||||
2014 | $ | 375,000 | $ | 50,000 | $ | — | $ | 425,000 | ||||||||||||
2013 | $ | 325,181 | $ | — | $ | — | $ | 325,181 |
The following table shows outstanding stock option awards classified as exercisable and un-exercisable as of December 31, 2015:
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||
Linda F. Powers Chief Executive Officer and President | 592,500 | (1) | 296,250 | — | 10.56 | 6/21/2018 | — | — | — | — | ||||||||||||||||||||||||||
Alton Boynton Chief Scientific Officer and Secretary | 93,750 | (2) | 55,000 | — | 10.56 | 6/21/2018 | — | — | — | — | ||||||||||||||||||||||||||
126 | (5) | — | — | 21.60 | 2/18/2016 | — | — | — | — | |||||||||||||||||||||||||||
89,428 | (6) | — | — | 8.80 | 8/20/2022 | — | — | — | — | |||||||||||||||||||||||||||
Leslie Goldman Senior Vice President, Business Development | 93,535 | 46,875 | — | 10.56 | 6/21/2018 | — | — | — | — | |||||||||||||||||||||||||||
Marnix Bosch Chief Technical Officer | 93,846 | (4) | 73,750 | — | 10.56 | 6/21/2018 | — | — | — | — | ||||||||||||||||||||||||||
209 | (7) | — | — | 21.60 | 2/18/2016 | — | — | — | — | |||||||||||||||||||||||||||
338 | (7) | — | — | 28.80 | 12/1/2016 | — | — | — | — | |||||||||||||||||||||||||||
31,770 | (8) | 21,355 | — | 11.20 | 6/23/2022 | — | — | — | — | |||||||||||||||||||||||||||
15,625 | (9) | — | — | 8.80 | 8/20/2022 | — | — | — | — |
The Company entered into employment agreements with its Named Executive Officers in 2011. Those agreements have expired and the Company intends to enter into new employment agreements with its executives.
The following table sets forth certain information concerning compensation paid or accrued to our non-executive directors during the year ended December 31, 2015.
Name | Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) | ||||||||||||
Robert A. Farmer | 2015 | $ | 150,000 | $ | — | $ | 150,000 | |||||||||
Dr. Navid Malik | 2015 | $ | 150,000 | $ | — | $ | 150,000 | |||||||||
Jerry Jasinowski | 2015 | $ | 150,000 | $ | — | $ | 150,000 |
The Company and Cognate BioServices, an affiliate of the Company (collectively “Cognate”), entered into a DCVax-L Manufacturing Services Agreement, a DCVax-Direct Manufacturing Services Agreement, an Ancillary Services Agreement and a Manufacturing Expansion Agreement, each effective as of January 17, 2014, and those agreements followed and superseded Manufacturing Services Agreements in 2011 and 2007. Those agreements and the Company’s payments and stock issuances to Cognate, as well as vesting, lock-up and other restrictions on the shares, accounts payable to Cognate, and loans made by Cognate to the Company, are described in Note 9 of the financial statements included in the Company’sOur Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Such footnote also describes the settlement of a short swing profit claim by Cognate.
With respect to reviewing and approving related-party transactions, the Board reviews related-party transactions for potential conflicts of interests or other improprieties. Under SEC rules, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds $120,000 and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment or board membership. Any transactions with officers, directors or 5% stockholders are2016, filed on market-based terms, and are approved by a majority of our independent and disinterested directors under the Company’s policy which is implemented through established practice.
As part of its specific duties, the Audit Committee reviews our Company’s financial reporting processApril 17, 2017;
The Audit Committee has reviewed and discussed with management our audited financial statementsForm 10-Q for the fiscal yearquarters ended March 31, 2017, June 30, 2017 and September 30, 2017, filed on May 15, 2017, August 21, 2017 and November 20, 2017, respectively;
with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit Committee has also considered whether the provision of services other than the audit of our financial statements were compatible with maintaining Marcum LLP’s independence.
Based on the review and discussions referred to in the foregoing paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.
THE AUDIT COMMITTEERobert A. FarmerJerry JasinowskiDr. Navid Malik
Marcum LLP was engaged in 2016 and served as our independent public accounting firm for the fiscal years ended December 31, 2014 and 2015.
The aggregate fees billed and unbilled for the fiscal year ended December 31, 2015 and 2014 for professional services rendered by Marcum for the audit of our annual financial statements, the review of our financial statements included in our quarterly reports on Form 10-Q and consultations and consents were approximately $538,000 and $536,000, respectively.
There were no fees billed in the fiscal year ended December 31, 2015 and 2014 for assurance and related services rendered by Marcum related to the performance of the auditany or review of our financial statements.
There were no fees billed in the fiscal year ended December 31, 2015 and 2014 for professional services rendered by Marcum for tax related services or other fees.
Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our principal accountants on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee pre-approved all of the services provideddocuments incorporated by our principal accountants during the fiscal years ended December 31, 2015 and 2014.
Section 16(a)reference into this Proxy Statement, but not delivered with this Proxy Statement, by first class mail or other equally prompt means within one business day of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our stock, or Reporting Persons, to file with the SEC initial reports of ownership and changes in ownership of our stock. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on our review of the copiesreceipt of such reportsrequest. You should direct any requests for documents to Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, MD 20814, (240) 497-9024.
| By Order of the Board of Directors, | |
| /s/ Linda F. Powers | |
| Chairperson of the Board of Directors | |
/s/ Linda F. PowersChairpersonDelaware General Corporation Law
DecemberDelaware (the “Corporation”) hereby certifies as follows: