(Name of Registrant as Specified in its Charter)
JANUARY 21, 2018
Annual Meeting.
December 1, 2016
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JANUARY 21, 2018
you give notice at the annual meetingAnnual 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.
Under our bylaws,proxies of certain stockholders for the electionAnnual Meeting. The cost of directors requires the affirmative votesuch services is estimated to be $9,000.00, plus reimbursement of a pluralityreasonable out-of-pocket expenses. In addition, certain of the votes cast,Company’s officers and votesemployees (who will receive no extra compensation for their services) may be cast in favor of the nominee or withheld. A “plurality” means that the nominee receiving the most votes for election to a director position is elected to that position. You may withhold votes from a nominee by notation on your proxy card. In accordance with Delaware law, abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes will not be counted for purposes of determining the number of shares voted in the election and, accordingly, will not affect the election of directors.
The affirmative vote of a majority of the votes cast at the Meeting is required to ratify the appointment of Marcum LLP as our registered public accounting firm for the fiscal year ending December 31, 2016. You may vote “for” or “against” the ratification of the appointment of Marcum LLP as our registered public accounting firm for fiscal year ending December 31, 2016 or you may “abstain” from voting. Abstentions will not be counted for purposes of determining the number of shares voted on the matter and, accordingly, will not affect the ratification of Marcum’s appointment. Proposal 2 is a “routine” matter, meaning that a bank, brokerage firm or other nominee has the authority (but is not required) under Nasdaq Rules to vote its clients’ shares if the clients do not provide instructions.
three-year term.
Meeting and the Class I directors have a term that expires at the 2019 Annual Meeting.
Name | | | Age | | | Position | | |||
Linda F. Powers | | | | 62 | | | | Class III Director, Chairperson, President and Chief Executive Officer | | |
Dr. Alton L. Boynton | | | | 73 | | | | Class I Director, Chief Scientific Officer | | |
| | | 67 | | | | Class I Director | |||
Dr. Navid Malik | | | | 48 | | | | Class III Director | | |
Jerry Jasinowski | | | | 78 | | | | Class II 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.
Susan B. Bayh. Ms. Bayh was appointed to
(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.
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) | 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 | % |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage(1) | | ||||||
Officers and Directors | | | | ||||||||||
Alton L. Boynton, Ph.D.(2) | | | | | 2,280,808 | | | | | | *% | | |
Marnix L. Bosch, Ph.D., M.B.A.(3) | | | | | 5,444,494 | | | | | | 1.6% | | |
Linda F. Powers(4) | | | | | 107,205,135 | | | | | | 25.6% | | |
Leslie J. Goldman(5) | | | | | 294,661 | | | | | | *% | | |
Dr. Navid Malik | | | | | 10,000 | | | | | | *% | | |
Jerry Jasinowski(6) | | | | | 2,007,888 | | | | | | *% | | |
All executive officers and directors as a group (6 persons) | | | | | 35,822,576 | | | | | | 10.4% | | |
5% Security Holders | | | | ||||||||||
Cognate BioServices, Inc.(7) 4600 East Shelby Drive Suite 108, Memphis, TN | | | | | 102,024,505 | | | | | | 24.4% | | |
Woodford Investment Management LLP(8) 9400 Garsington Road Oxford OX4 2NH, UK | | | | | 24,815,028 | | | | | | 7.5% | | |
CF Woodford Equity Income Fund(9) 40 Dukes Place London EC3A 7NH, UK | | | | | 18,316,679 | | | | | | 5.6% | | |
The Nominations Committee operates under a written charter. Given the size and ownership of the Company, the committee has a policy for consideration of director candidates recommended by shareholders.
On December 8, 2015
in advance of the first anniversary of the date on which the proxy statement in connection with the previous year’s annual meetingAnnual 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.
Name | | | Age | | | Position | |
Linda F. Powers | | 62 | | | Class III Director, Chairperson, President and Chief Executive Officer | | |
Alton L. Boynton, Ph.D. | | 73 | | | Class I Director, Chief Scientific Officer | | |
Leslie J. Goldman | | 72 | | | Senior Vice President, Business Development | | |
Marnix L. Bosch, Ph.D. | | 59 | | | Chief Technical Officer | |
“Director“Director Biographies” above.“Director“Director Biographies” above.President, Business Development in June 2011.President. In this capacity, Mr. Goldman has responsibility for legal matters, investor relations and financing activities. 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.has been servingserves as our Chief Technical Officer since 2007.Officer. In this capacity, heDr. Bosch 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 onof several patent applications on dendritic cell product manufacturing.
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Option Awards ($) | | | Total ($) | | |||||||||||||||
Linda F. Powers Chairperson, President & Chief Executive Officer | | | | | 2017 | | | | | $ | 502,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 502,000 | | |
| | | 2016 | | | | | $ | 502,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 502,000 | | | ||
| | | 2015 | | | | | $ | 500,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 500,000 | | | ||
Alton L. Boynton, Ph.D. Chief Scientific Officer and Secretary | | | | | 2017 | | | | | $ | 325,000 | | | | | $ | — | | | | | $ | 216,228 | | | | | $ | 541,228 | | |
| | | 2016 | | | | | $ | 325,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 325,000 | | | ||
| | | 2015 | | | | | $ | 325,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 325,000 | | | ||
Leslie J. Goldman Senior Vice President, Business Development | | | | | 2017 | | | | | $ | 375,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 375,000 | | |
| | | 2016 | | | | | $ | 375,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 375,000 | | | ||
| | | 2015 | | | | | $ | 375,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 375,000 | | | ||
Marnix L. Bosch, Ph.D. Chief Technical Officer | | | | | 2017 | | | | | $ | 375,000 | | | | | $ | — | | | | | $ | 504,532 | | | | | $ | 879,532 | | |
| | | 2016 | | | | | $ | 375,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 375,000 | | | ||
| | | 2015 | | | | | $ | 375,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 375,000 | | | ||
Other | | | | | | | |||||||||||||||||||||||||
Susan Goldman* | | | | | 2017 | | | | | $ | 120,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 120,000 | | |
| | | 2016 | | | | | $ | 118,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 118,000 | | |
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 |
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 ($) | |||||||||||||||||||||||||||
Linda F. Powers Chief Executive Officer and President | 592,500 | (1) | 296,250 | — | 10.56 | 6/21/2018 | — | — | — | — | ||||||||||||||||||||||||||
Alton Boynton Chief Scientific Officer and Secretary | 93,750 | (2) | 55,000 | — | 10.56 | 6/21/2018 | — | — | — | — | ||||||||||||||||||||||||||
126 | (5) | — | — | 21.60 | 2/18/2016 | — | — | — | — | |||||||||||||||||||||||||||
89,428 | (6) | — | — | 8.80 | 8/20/2022 | — | — | — | — | |||||||||||||||||||||||||||
Leslie Goldman Senior Vice President, Business Development | 93,535 | 46,875 | — | 10.56 | 6/21/2018 | — | — | — | — | |||||||||||||||||||||||||||
Marnix Bosch Chief Technical Officer | 93,846 | (4) | 73,750 | — | 10.56 | 6/21/2018 | — | — | — | — | ||||||||||||||||||||||||||
209 | (7) | — | — | 21.60 | 2/18/2016 | — | — | — | — | |||||||||||||||||||||||||||
338 | (7) | — | — | 28.80 | 12/1/2016 | — | — | — | — | |||||||||||||||||||||||||||
31,770 | (8) | 21,355 | — | 11.20 | 6/23/2022 | — | — | — | — | |||||||||||||||||||||||||||
15,625 | (9) | — | — | 8.80 | 8/20/2022 | — | — | — | — |
| | | Option Awards | | | | | | | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | 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 ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | |||||||||||||||||||||||||||
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 | | | | | 2,268,619(2) | | | | | | 1,134,316 | | | | | | — | | | | | | 0.25 | | | | | | 6/13/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Leslie J. Goldman Senior Vice President, Business Development | | | | | 93,535(3) | | | | | | 46,875 | | | | | | — | | | | | | 10.56 | | | | | | 6/21/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Marnix L. Bosch Chief Technical Officer | | | | | 5,293,451(4) | | | | | | 2,646,731 | | | | | | — | | | | | | 0.25 | | | | | | 6/13/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | | | Year | | | Fees Earned or Paid in Cash ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Dr. Navid Malik | | | | | 2017 | | | | | $ | 150,000 | | | | | $ | — | | | | | $ | 150,000 | | |
Jerry Jasinowski | | | | | 2017 | | | | | $ | 150,000 | | | | | $ | — | | | | | $ | 150,000 | | |
J. Cofer Black | | | | | 2017 | | | | | $ | 150,000 | | | | | $ | — | | | | | $ | 150,000 | | |
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 |
Inc.
With respect to reviewing and approving related-party transactions, the Board reviews related-party transactions for potential conflicts of interests or other improprieties. 2016.
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.
| | | | By Order of the Board of Directors, | |
| | | | /s/ Linda F. Powers | |
| | | | Chairperson of the Board of Directors | |
/s/ Linda F. for Annual MeetingLinda PowersChairperson and Leslie Goldman, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of theundersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of NorthwestBiotherapeutics, Inc. to be held on Sunday, January 21, 2018, or at any postponement or adjournment thereof.Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR theClass II Director nominee listed, FOR approval on an advisory basis of the Board2017 executive compensation, and FOR the ratification of Directors
December 1, 2016