UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Global Blood Therapeutics, Inc.
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GLOBAL BLOOD THERAPEUTICS, INC.
181 Oyster Point Boulevard
South San Francisco, CA 94080
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 20202021
Dear Stockholder:
You are cordially invited to attend the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) of Global Blood Therapeutics, Inc., a Delaware corporation (the “Company”), to be held on Wednesday,Thursday, June 17, 20202021, at 8:00 a.m. local time. Our Board of Directors has determined, in the interests of public health and safety in light of the ongoingCOVID-19 pandemic, that this year’s Annual Meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to vote and to ask questions of, and engage in dialogue with, members of our Board of Directors and senior management at www.virtualshareholdermeeting.com/GBT2020GBT2021 during the meeting. Our Board of Directors currently intends to hold future stockholder meetings in person or using a “hybrid”in-person and virtual format as soon as practicable once it is safe to do so.
The Annual Meeting will be held for the following purposes:
1. | to elect the three Class |
2. | to approve, on anon-binding, advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this notice; |
3. | to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, |
4. | to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
These items of business are more fully described in the proxy statement accompanying this notice.
TheOur Board of Directors has fixed the close of business on Wednesday,Thursday, April 22, 2020,2021, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, or at any adjournments of the Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, you are urged to vote as soon as possible as instructed in the Important Notice Regarding the Availability of Proxy Materials that you will receive in the mail. You may vote via the Internet or telephone or via mail, by requesting, at any time on or before Thursday, June 3, 2021, a printed copy of the proxy card at any time on or before Wednesday, June 3, 2020.card. Voting promptly will help us avoid the additional expense of further solicitation to assure a quorum at the Annual Meeting. If you attend the Annual Meeting and file with the Secretary of the Company an instrument revoking your proxy or a duly executed proxy bearing a later date, your proxy will not be used.
By Order of the Board of Directors
Global | Blood Therapeutics,Inc. |
Ted W. Love, M.D. | ||
Ted W. Love, M.D.
President and Chief Executive Officer
South San Francisco, California
April 28, 20202021
Global Blood Therapeutics, Inc. ï2021 Proxy Statementi
GLOBAL BLOOD THERAPEUTICS, INC.
181 Oyster Point Boulevard
South San Francisco, CA 94080
PROXY STATEMENT
FOR THE 20202021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 20202021
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies for use prior to or at the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) of Global Blood Therapeutics, Inc. (the “Company,” “we,” “us” and “our”), a Delaware corporation, to be held virtually at 8:00 a.m., local time, on Wednesday,Thursday, June 17, 2020,2021, and at any adjournments or postponements thereof for the following purposes:
1. | to elect the three Class |
2. | to approve, on anon-binding, advisory basis, the compensation of our named executive officers; |
3. | to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, |
4. | to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board of Directors has determined, in the interests of public health and safety in light of the ongoingCOVID-19 pandemic, that this year’s Annual Meeting will be held virtually via a live interactive audio webcast on the Internet at www.virtualshareholdermeeting.com/GBT2020.GBT2021. You will be able to vote and to ask questions of, and engage in dialogue with, members of our Board of Directors and senior management during the meeting. Our Board of Directors currently intends to hold future stockholder meetings in person or using a “hybrid”in-person and virtual format as soon as practicable once it is safe to do so.
On or about April 28, 2020,2021, we will mail to all stockholders entitled to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials, or Notice, containing instructions on how to access this Proxy Statement and our Annual Report onForm 10-K for the fiscal year ended December 31, 2019,2020, or Annual Report.
Solicitation
This solicitation is made on behalf of theour Board of Directors. We will bear the costs of preparing, mailing, online processing and other costs of the proxy solicitation made by our Board of Directors. Certain of our officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with theour Board of Directors’ recommendations. Such solicitations may be made by email, telephone facsimile transmission or personal solicitation. No additional compensation will be paid to suchour officers, directors or regular employees for such services. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonableout-of-pocket expenses incurred by them in sending proxy materials to stockholders.
Important Notice Regarding the Availability of Proxy Materials
In accordance with rules and regulations of the Securities and Exchange Commission, or the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we may furnish proxy materials via the Internet. Accordingly, all of our stockholders will receive a Notice, to be mailed on or about April 28, 2020.2021.
Global Blood Therapeutics, Inc. ï2021 Proxy Statement1
On the date of mailing the Notice, stockholders will be able to access all of the proxy materials on the website atwww.proxyvote.com. The proxy materials will be available free of charge. The Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials (including the Annual Report) over the Internet or through other methods specified on the website. The website contains instructions as to how to vote by Internet or over the telephone. The Notice also instructs you as to how you may request a paper or email copy of the proxy card. If you received a Notice and would like to receive printed copies of the proxy materials, you should follow the instructions included in the Notice for requesting such materials.
Voting Rights and Outstanding Shares
Only holders of record of our common stock as of the close of business on April 22, 2020,2021, are entitled to receive notice of, and to vote at, the Annual Meeting. Each holder of common stock will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. At the close of business on April 22, 2020,2021, there were 60,915,55662,266,753 shares of common stock issued and outstanding.
A quorum of stockholders is necessary to take action at the Annual Meeting. Stockholders representing a majority of the outstanding shares of our common stock as of the record date (present virtually at the Annual Meeting or represented by proxy) will constitute a quorum. We will appoint an inspector of elections for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or virtually at the Annual Meeting. Abstentions, withheld votes and brokernon-votes (which occur when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular matter because such broker, bank or other nominee does not have discretionary authority to vote on that matter and has not received voting instructions from the beneficial owner) are counted as present for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting.
Vote Required for Each Proposal
The vote required, and the method of calculation, for each proposal at our Annual Meeting is described below.
Proposal | Vote
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Election of Directors | Plurality | No | ||||||
Approval, on aNon-Binding, Advisory Basis, of the Compensation of our Named Executive Officers | Majority | No | ||||||
Approval of the Ratification of KPMG LLP | Majority | Yes |
“Discretionary Voting Permitted”means that brokers will have discretionary voting authority with respect to shares held in street name for their clients, even if the broker does not receive voting instructions from their client.
“Majority”means a majority of the votes properly cast for and against such matter.
“Plurality”means a plurality of the votes properly cast on such matter. For the election of directors, the three nominees receiving the highest number of votes, submitted virtually during the Annual Meeting or by proxy, will be elected as directors.
Proposal One—Election of Directors
The three Class IIIII director nominees receiving the highest number of votes, submitted virtually during the Annual Meeting or by proxy, will be elected. You may vote “FOR” all nominees, “WITHHOLD” for all
nominees, or “WITHHOLD” for any individual nominee by specifying the name of the nominee on your proxy card. This proposal is not considered to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker“non-votes.” Withheld votes and brokernon-votes will have no effect on the outcome of the election of the directors.
Proposal Two—Approval, on aNon-Binding, Advisory Basis, of the Compensation of our Named Executive Officers
Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against this proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on this proposal. This proposal is not considered to be a routine item, so if you do not instruct your broker how to vote with respect to this proposal, your broker may not vote on this proposal, and those votes will be counted as broker“non-votes.” Brokernon-votes will have no effect on the outcome of this proposal.
22021 Proxy Statementï Global Blood Therapeutics, Inc.
Proposal Three—Approval of the Ratification of KPMG LLP as Independent Registered Public Accounting Firm
Approval of this proposal requires the affirmative vote of a majority of the votes properly cast for and against this proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. If you abstain from voting on this proposal, your shares will not be counted as “votes cast” with respect to this proposal, and the abstention will have no effect on the proposal. This proposal is considered to be a discretionary item, and your broker will be able to vote on this proposal even if it does not receive instructions from you. Accordingly, we do not anticipate that there will be any brokernon-votes on this proposal; however, any brokernon-votes will not be counted as “votes cast” and will, therefore, have no effect on this proposal.
Voting Methods
We request that you vote your shares by proxy as instructed in the Notice by one of the following methods: over the Internet, by telephone or by mail. If you choose to vote by mail, your shares will be voted in accordance with your voting instructions if the proxy card is received prior to or at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, your shares will be voted FOR (i) the election of each of the three nominees as Class IIIII directors; (ii) the approval, on anon-binding, advisory basis, of the compensation of our named executive officers; (iii) the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020;2021; and (iv) as the proxy holders deem advisable, in their discretion, on other matters that may properly come before the Annual Meeting.
Voting by Proxy Over the Internet or by Telephone
Stockholders whose shares are registered in their own names may vote by proxy by mail, over the Internet or by telephone. Instructions for voting by proxy over the Internet or by telephone are set forth on the Notice. The Internet and telephone voting facilities will close at 11:59 p.m. (Eastern Time) on June 16, 2020.2021. The Notice will also provide instructions on how you can elect to receive future proxy materials electronically or in printed form by mail. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive proxy materials electronically or in printed form by mail will remain in effect until you terminate such election.
If your shares are held in street name, the voting instruction form sent to you by your broker, bank or other nominee should indicate whether the institution has a process for beneficial holders to provide voting instructions over the Internet or by telephone. A number of banks and brokerage firms participate in a program
that also permits stockholders whose shares are held in street name to direct their vote over the Internet or by telephone. If your bank or brokerage firm gives you this opportunity, the voting instructions from the bank or brokerage firm that accompany this Proxy Statement will tell you how to use the Internet or telephone to direct the vote of shares held in your account. If your voting instruction form does not include Internet or telephone information, please complete and return the voting instruction form in the self-addressed, postage-paid envelope provided by your broker. Stockholders who vote by proxy over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers.
Revocability of Proxies
Any proxy may be revoked at any time before it is exercised by filing an instrument revoking it with our Secretary or by submitting a duly executed proxy bearing a later date prior to the time of the Annual Meeting. Stockholders who have voted by proxy over the Internet or by telephone or have executed and returned a proxy and who then virtually attend the Annual Meeting and desire to vote during the meeting are requested to notify our Secretary in writing prior to the time of the Annual Meeting. We request that all such written notices of revocation be addressed to Tricia Suvari, Secretary, c/o Global Blood Therapeutics, Inc., at the address of our principal executive offices at 181 Oyster Point Boulevard, South San Francisco, CA 94080. Our telephone number is 650.741.7700. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone before these voting facilities close at 11:59 p.m. (Eastern Time) on June 16, 2020.2021.
Stockholder Proposals to be Presented at the Next Annual Meeting
Any stockholder who meets the requirements of the proxy rules under the Securities Exchange Act of 1934, as amended, or the Exchange Act, may submit proposals to the Board of Directors to be presented at the 20212022 Annual Meeting of Stockholders. Such proposals must comply with the requirements ofRule 14a-8 under the Exchange Act and be submitted in writing by notice delivered or mailed by first-class United States mail, postage prepaid, to our Secretary at our principal executive offices at the address set forth above no later than December 29, 2020,2021, to be considered for inclusion in the proxy
Global Blood Therapeutics, Inc. ï2021 Proxy Statement3
materials to be disseminated by the Board of Directors for such annual meeting. If the date of the 20212022 Annual Meeting of Stockholders is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the U.S. Securities and Exchange Commission, or SEC. A proposal submitted outside the requirements ofRule 14a-8 under the Exchange Act will be considered untimely if received after March 14, 2021.2022.
Our Amended and Restated Bylaws, or Bylaws, also provide for separate notice procedures to recommend a person for nomination as a director or to propose business to be considered by stockholders at a meeting. To be considered timely under these provisions, the stockholder’s notice must be received by our Secretary at our principal executive offices at the address set forth above no earlier than February 17, 2021,2022, and no later than March 19, 2021.2022. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice.
The Board of Directors, a designated committee thereof or the chairmanchair of the meeting may refuse to acknowledge the introduction of any stockholder proposal if it is not made in compliance with the applicable notice provisions.
42021 Proxy Statementï Global Blood Therapeutics, Inc.
ELECTION OF DIRECTORS
Our certificate of incorporation provides for a Board of Directors that is divided into three classes. The term for each class is three years, staggered over time. In 2020,2021, the term of the directors in Class IIIII expires, and all three of our Class IIIII directors—Mr. WillieMessrs. Scott W. Morrison, Deval L. Brown, Jr., Dr. Philip A. PizzoPatrick and Ms. Wendy Yarno—Mark L. Perry—will stand forre-election at the Annual Meeting.
Our Board of Directors is currently comprised of eightten members. If the Class IIIII director nominees who are standing forre-election are elected at the Annual Meeting, our Board of Directors will be as follows:
Class I—Drs. Ted Love, and Glenn F. Pierce and Alexis A. Thompson and Ms. Dawn A. Svoronos;
Class II—Mr. Willie L. Brown, Jr., Dr. Philip A. Pizzo and Ms. Wendy L. Yarno; and
Class III—Messrs. Scott W. Morrison, Patrick and Mark L. Perry. Deval L. Patrick, a former director, resigned from the Board of Directors in November 2019.
In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the three Class IIIII nominees designated below to serve until the 20232024 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified. Each nominee is currently a director. The Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors.
The biographies of our director nominees and each director whose term will continue after the Annual Meeting and their ages as of March 31, 20202021, are set forth below.
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Name | Position | Year First Elected or Appointed Director | Age | |||||||
Ted W. Love, M.D. | President, Chief Executive Officer and Director | 2013 | 62 | |||||||
Willie L. Brown, Jr. | Director | 2015 | 87 | |||||||
Scott W. Morrison | Director | 2016 | 63 | |||||||
Deval L. Patrick | Director | 2015 | 64 | |||||||
Mark L. Perry | Director | 2015 | 65 | |||||||
Glenn F. Pierce, M.D., Ph.D. | Director | 2016 | 65 | |||||||
Philip A. Pizzo, M.D. | Director | 2015 | 76 | |||||||
Dawn A. Svoronos | Director | 2018 | 67 | |||||||
Alexis A. Thompson, M.D., M.P.H. | Director | 2021 | 62 | |||||||
Wendy L. Yarno | Director | 2017 | 66 |
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Nominating and Corporate Governance Committee
(4) Member of the Research and Development Committee
(5) Member of the Commercial CommitteeGlobal Blood Therapeutics, Inc. ï2021 Proxy Statement5
Class II:III: Director Nominees
The persons listed below are nominated for election to Class IIIII of the Board of Directors to serve a three-year term ending at the 20232024 Annual Meeting of Stockholders and until their successors are elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE CLASS II
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” |
ScottW. Morrison Age 63 Director since January 2016 Committees: • Audit (Chair) • Compensation • Commercial | �� | Mr. Morrison has served as a member of our Board of Directors since January 2016. From 1996 to December 2015, Mr. Morrison was a partner at Ernst & Young LLP, a public accounting firm, and served as its U.S. Life Sciences Leader since 2002. He currently serves on the board of directors of Corvus Pharmaceuticals, Inc., a biopharmaceutical company, and Ideaya Biosciences, Inc., a biotechnology company. Mr. Morrison has served on numerous life sciences industry boards, including the Biotechnology Innovation Organization (BIO) ECS Board, the Bay Area Bioscience Center Board (now California Life Sciences Association), the California Life Sciences Foundation and the Biotechnology Institute. Within the past five years, Mr. Morrison previously served on the board of directors of Audentes Therapeutics, Inc., a biotechnology company. Mr. Morrison holds a B.S. in Accounting and Finance from the University of California, Berkeley and is a Certified Public Accountant (inactive). Qualifications: Mr. Morrison’s qualifications to serve on our Board of Directors include significant accounting expertise and knowledge of the life sciences industry through his 35-year career in public accounting serving public and private companies in the life sciences sector, as well as his experience serving on the board of directors (and certain key standing committees) of other biotechnology companies since 2015. | ||||
Deval L. Patrick Age 64 Director since 2020; previously April 2015 Committees: • Audit • Nominating and Corporate Governance | Mr. Patrick has served as a member of our Board of Directors since May 2020 and previously served as a member of our Board of Directors from April 2015 to November 2019. Since March 2021, Mr. Patrick has served as a Senior Advisor at Bain Capital, LP, an investment firm, and he previously served as managing director of Bain Capital from April 2015 to December 2019. Since May 2020, Mr. Patrick has served as co-chair of American Bridge 21st Century, a political action committee and an extension of his work to elevate the values of generational responsibility and servant leadership in politics and public service. Mr. Patrick also serves on the board of directors of AmWell Corp, a telehealth company, Twilio Inc., a cloud communications platform company, Cerevel Therapeutics, a biotechnology company, and Environmental Impact Acquisition Corp, a special purpose acquisition company focused on sustainability. From January 2007 to January 2015, Mr. Patrick served as the governor of Massachusetts. Before his tenure in government, Mr. Patrick served as the executive vice president and general counsel at The Coca-Cola Company, and as vice president and general counsel at Texaco Inc. Mr. Patrick received an A.B. in English and American literature from Harvard College and a J.D. from Harvard Law School. Qualifications: Mr. Patrick’s qualifications to serve on our Board of Directors include his significant experience as a business and government leader with a record of success in solving complex problems, making strategic investments, managing crises and building teams locally, nationally and internationally. |
6Willie L. Brown, Jr.2021 Proxy Statementhas served as a member of our Board of Directors since January 2015. Since January 2004, Mr. Brown has served as an attorney at law representing clients before state and local governments. Prior to that, from January 1996 to January 2004, Mr. Brown served as the 41st mayor of San Francisco. Mr. Brown is a practicing attorney, community leader and well-respected public official who served over 31 years in the California State Assembly, spending more than 14 years as its Speaker, from 1980 to 1995. He currently serves as chairman and chief executive officer of The Willie L. Brown, Jr. Institute on Politics and Public Service, an independent,non-profitï organization providing a forum fornon-partisan education, debate and discussion of public policy issues. Mr. Brown holds a degree in political science from San Francisco State University and a J.D. from University of California, Hastings College of the Law. He has received over 17 honorary degrees from prestigious institutions throughout his life. Mr. Brown’s qualifications to serve on our Board of Directors include more than 50 years of political, business andnon-profit experience.
Philip A. Pizzo, M.D.has served as a member of our Board of Directors since September 2015. Dr. Pizzo currently serves as the David and Susan Heckerman Professor of Pediatrics and of Microbiology and Immunology at Stanford School of Medicine and is a founding director of the Stanford Distinguished Careers Institute. He previously served as Dean of the Stanford School of Medicine from 2001 to 2012, where he was also the Carl and Elizabeth Naumann Professor of Pediatrics and of Microbiology and Immunology. Before joining Stanford, he was thephysician-in-chief of Children’s Hospital in Boston and chair of the Department of Pediatrics at Harvard Medical School from 1996 to 2001. Prior to that, Dr. Pizzo was at the National Cancer Institute, eventually serving as chief of pediatrics and acting scientific director in the Division of Clinical Sciences. Dr. Pizzo is the author of more than 630 scientific articles and 16 books and monographs, has received numerous awards and honors, is a member of the National Academy of Medicine, and serves on several international boards. Dr. Pizzo holds a B.A. from Fordham University and an M.D. from the University of Rochester, School of Medicine. Dr. Pizzo’s qualifications to serve on our Board of Directors include his leadership in academic medicine, and his work in the fields of pediatric medicine, science, education and healthcare.
Wendy Yarno has served as a member of our Board of Directors since December 2017. Ms. Yarno retired in September 2008 from Merck & Co, Inc. where she served in commercial and human resource positions of increasing seniority, most recently as Chief Marketing Officer, before she retired. Prior to this position, Ms. Yarno served as General Manager for Merck’s Cardiovascular/Metabolic United States Business Unit and as Senior Vice President, Human Resources. From 2010 to 2011, Ms. Yarno was the Chief Marketing Officer of HemoShear LLC, a biotechnology research company. Ms. Yarno currently serves on the boards of directors of the biopharmaceuticals companies Ideaya Biosciences, Inc., MyoKardia, Inc. and Inovio Pharmaceuticals, Inc. Ms. Yarno previously served as member of the board of directors of St. Jude Medical, Inc., Medivation, Inc., Alder Biopharmaceuticals, Inc., Aratana Biopharmaceuticals, Inc. and DurataGlobal Blood Therapeutics, Inc. Ms. Yarno received an M.B.A. from Temple University, Fox School of Business, and a B.S. in business administration from Portland State University. Ms. Yarno’s qualifications to serve on our Board of Directors include her extensive experience commercializing pharmaceutical products, and her extensive operational and senior management experience, in the biopharmaceutical industry, as well as her experience serving on the board of directors (and certain key standing committees) of other biopharmaceutical companies.
Mark L. Perry Age 65 Director since April 2015 Committees: • Audit • Compensation • Commercial | Mr. Perry has served as a member of our Board of Directors since April 2015. From October 2012 to October 2013, Mr. Perry served as an entrepreneur-in-residence at Third Rock Ventures. In October 2004, Mr. Perry joined Aerovance, Inc., a biopharmaceutical company, as a director, and he served as president and chief executive officer of Aerovance from February 2007 to October 2011. Prior to that, Mr. Perry served as the senior business adviser of Gilead Sciences, Inc., a biopharmaceutical company, from April 2004 to February 2007 and as an executive officer from May 1994 to April 2004, during which time he served in a variety of capacities, including general counsel, chief financial officer and executive vice president of operations. Earlier in his career, from 1981 to 1994, Mr. Perry served as an attorney at Cooley LLP, and was a partner of the firm from 1987 to 1994. Since August 2011, Mr. Perry has served on various boards of companies and non-profit organizations. Mr. Perry currently serves on the board of directors of Nvidia Corporation, a visual computing company, and, within the past five years, he previously served on the board of directors of MyoKardia, Inc., a biopharmaceutical company. Mr. Perry received a B.A. in history from the University of California, Berkeley and a J.D. from the University of California, Davis. Qualifications: Mr. Perry’s qualifications to serve on our Board of Directors include more than 30 years of experience serving in professional and management positions in the biotechnology industry, as well as his experience serving on the board of directors (and certain key standing committees) of other biopharmaceutical companies. |
Class III: Directors Currently Serving Until the 2021 Annual Meeting of Stockholders
Scott W. Morrison has served as a member of our Board of Directors since January 2016. From 1996 to December 2015, Mr. Morrison was a partner at Ernst & Young LLP, a public accounting firm, and served as its U.S. Life Sciences Leader since 2002. He currently serves on the board of directors of Corvus Pharmaceuticals, Inc., a biopharmaceutical company and Ideaya Biosciences, Inc., a biotechnology company. Mr. Morrison served on the board and chaired the audit committee of Audentes, Inc. from December 2015 through its sale to Astellas Pharma Inc. in January 2020. Mr. Morrison has served on numerous life sciences industry boards, including the Biotechnology Innovation Organization (BIO) ECS Board, the Bay Area Bioscience Center Board (now California Life Sciences Association), the California Life Sciences Foundation and the Biotechnology Institute. Mr. Morrison holds a B.S. in Accounting and Finance from the University of California, Berkeley and is a Certified Public Accountant (inactive). Mr. Morrison’s qualifications to serve on our Board of Directors include significant accounting expertise and knowledge of the life sciences industry through his35-year career in public accounting serving public and private companies in the life sciences sector, as well as his experience serving on the board of directors (and certain key standing committees) of other biotechnology companies since 2015.
Mark L. Perryhas served as a member of our Board of Directors since April 2015. From October 2012 to October 2013, Mr. Perry served as anentrepreneur-in-residence at Third Rock Ventures. Since August 2011, he has served on various boards of companies andnon-profit organizations. In October 2004, Mr. Perry joined Aerovance, Inc., a biopharmaceutical company, as a director, and he served as president and chief executive officer of Aerovance from February 2007 to October 2011. Prior to that, Mr. Perry served as the senior business adviser of Gilead Sciences, Inc., a biopharmaceutical company, from April 2004 to February 2007 and as an executive officer from May 1994 to April 2004, during which time he served in a variety of capacities, including general counsel, chief financial officer and executive vice president of operations. Earlier in his career, from 1981 to 1994, Mr. Perry served as an attorney at Cooley LLP, and was a partner of the firm from 1987 to 1994. Mr. Perry currently serves on the board of directors of Nvidia Corporation, a visual computing company, as the lead independent director, and MyoKardia, Inc., a biopharmaceutical company, as thenon-executive chairman of the board. Mr. Perry received a B.A. in history from the University of California, Berkeley and a J.D. from the University of California, Davis. Mr. Perry’s qualifications to serve on our Board of Directors include more than 30 years of experience serving in professional and management positions in the biotechnology industry, as well as his experience serving on the board of directors (and certain key standing committees) of other biopharmaceutical companies.
Class I: Directors Currently Serving Until the 2022 Annual Meeting of Stockholders
Ted W. Love, M.D.
Ted W. Love, M.D. Age 62 Director since September 2013 Committees: • N/A | Dr. Love has served as our Chief Executive Officer and President since June 2014, and as a member of our Board of Directors since September 2013. From February 2010 to August 2012, Dr. Love served as executive vice president, research and development and technical operations of Onyx Pharmaceuticals, Inc. Prior to that, from 2001 to January 2009, he served as president, chief executive officer and chairman of Nuvelo, Inc., and previously served as senior vice president, development of Theravance, Inc., from 1998 to 2001. Previously, he spent six years at Genentech, Inc., where he held a number of senior management positions in medical affairs and product development and served as chairman of Genentech’s Product Development Committee. Dr. Love currently serves on the board of directors of Seagen Inc., a biotechnology company, and Royalty Pharma plc, a biopharmaceutical company. Dr. Love also currently serves on the board of directors of the Biotechnology Innovation Organization (BIO), a non-profit biotechnology trade organization. Within the past five years, Dr. Love previously served on the board of directors of Amicus Therapeutics, Inc., a biotechnology company, and Cascadian Therapeutics, Inc., a biopharmaceutical company. Dr. Love holds a B.A. from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and fellowship in cardiology at the Massachusetts General Hospital. Qualifications: Dr. Love’s qualifications to serve on our Board of Directors include his role as our principal executive officer and more than 25 years of broad leadership and management experience in the pharmaceutical industry. |
Global Blood Therapeutics, Inc. ï2021 Proxy Statement7
Glenn F. Pierce, M.D., Ph.D. Age 65 Director since February 2016 Committees: • Nominating and Corporate Governance • Research and Development (Chair) | Dr. Pierce has served as a member of our Board of Directors since February 2016. In February 2016, Dr. Pierce joined Third Rock Ventures, a venture capital firm, as an independent consultant and entrepreneur-in-residence. In 2018, Dr. Pierce co-founded Ambys Medicines, a biopharmaceutical company, and currently serves as interim Chief Medical Officer. He also serves on the World Federation of Hemophilia (WFH) Board and the National Hemophilia Foundation (NHF) (US) Medical and Scientific Advisory Council. Dr. Pierce is also a director of Voyager Therapeutics, a biopharmaceutical company. Dr. Pierce retired from Biogen in 2014 as senior vice president of Hematology, Cell and Gene Therapies. He had overall R&D responsibility for hemophilia and hemoglobinopathies and served as Chief Medical Officer since joining the company in 2009. Dr. Pierce was also responsible for global medical affairs for Biogen’s portfolio from 2012 to 2014. Dr. Pierce has 30 years’ experience in biotechnology research and development, beginning at Amgen, is the co-author of more than 150 scientific papers and is a named inventor in over 15 patents. Dr. Pierce also served on the Blood Products Advisory Committee at the United States Food and Drug Administration and the Committee on Blood Safety and Availability at the United States Department of Health and Human Services. He received an M.D. and a Ph.D. in Immunology, both from Case Western Reserve University in Cleveland, Ohio and did his postgraduate training in pathology and hematology research at Washington University in St. Louis, Missouri. Qualifications: Dr. Pierce’s qualifications to serve on our Board of Directors include more than 30 years of experience in leading biotechnology research and development in small, large, public and private biotechnology and biopharmaceutical firms. | |||||
Dawn A. Svoronos Age 67 Director since December 2018 Committees: • Commercial (Chair) | Ms. Svoronos has served as a member of our Board of Directors since December 2018. Ms. Svoronos has more than 30 years of experience in the biopharmaceutical industry, including extensive commercial work with the multinational pharmaceutical company Merck & Co. Inc., where she held roles of increasing seniority over nearly 25 years of service. Prior to her retirement from Merck in 2011, Ms. Svoronos most recently served as President of Merck in Europe/Canada from 2009 to 2011, President of Merck in Canada from 2006 to 2009 and Vice-President of Merck for Asia Pacific from 2005 to 2006. Ms. Svoronos currently serves on the boards of directors of the following public biotechnology companies: Adverum Biotechnologies, Inc., PTC Therapeutics, Inc., Theratechnologies Inc., and Xenon Pharmaceuticals, Inc. Within the past five years, Ms. Svoronos previously served on the board of directors of Medivation Inc., a biopharmaceutical company, and Endocyte, Inc., a biopharmaceutical company. Ms. Svoronos holds a B.A. from Carleton University in Ottawa, Canada. Qualifications: Ms. Svoronos’ qualifications to serve on our Board of Directors include her extensive experience in the global commercialization of pharmaceutical products, including her substantial international commercial experience as well as her leadership experience and her service on the boards of directors of other public companies. | |||||
Alexis A. Thompson, M.D., M.P.H. Age 62 Director since March 2021 Committees: • Research and Development | Dr. Thompson has served as a member of our Board of Directors since March 2021. Since April 2001, she has served as an attending physician at the Ann and Robert H. Lurie Children’s Hospital of Chicago, where she currently serves as the head of the Hematology Section and director of the Comprehensive Thalassemia Program and as the A. Watson and Sarah Armour Endowed Chair for Childhood Cancer and Blood Disorders. Since 2008, Dr. Thompson has served as the associate director for equity and minority health at the Robert H. Lurie Cancer Center and Northwestern University Feinberg School of Medicine. She has served on national advisory committees for governmental agencies as well as non-profit organizations focused on improving healthcare access, increasing workforce diversity and reducing health disparities. In 2018, Dr. Thompson served as president of the American Society of Hematology (ASH) and continues to serve on ASH’s Sickle Cell Disease Task Force. She has been a leader in multicenter collaborations, such as the National Heart, Lung, and Blood Institute’s Sickle Cell Disease Implementation Consortium, and has received numerous awards recognizing her expertise in teaching and clinical care. Dr. Thompson received an M.D. from Tulane University, received her M.P.H. from University of California, Los Angeles, and completed her postgraduate training at Children’s Hospital Los Angeles and the Children’s Hospital of Philadelphia. Qualifications: Dr. Thompson’s qualifications to serve on our Board of Directors include more than 20 years of experience as a world-renowned hematologist and sickle cell disease expert, her leadership in academic medicine, and expertise in science, education and healthcare. |
82021 Proxy Statementï Global Blood Therapeutics, Inc.
Class II: Directors Currently Serving Until the 2023 Annual Meeting of Stockholders
Willie L. Brown, Jr. Age 87 Director since January 2015 Committees: • Nominating and Corporate Governance (Chair) | Mr. Brown has served as a member of our Board of Directors since January 2015. Since January 2004, Mr. Brown has served as an attorney at law representing clients before state and local governments. Prior to that, from January 1996 to January 2004, Mr. Brown served as the 41st mayor of San Francisco. Mr. Brown is a practicing attorney, community leader and well-respected public official who served over 31 years in the California State Assembly, spending more than 14 years as its Speaker, from 1980 to 1995. He currently serves as chairman and chief executive officer of The Willie L. Brown, Jr. Institute on Politics and Public Service, an independent, non-profit organization providing a forum for non-partisan education, debate and discussion of public policy issues. Mr. Brown holds a degree in political science from San Francisco State University and a J.D. from University of California, Hastings College of the Law. He has received over 17 honorary degrees from prestigious institutions throughout his life. Qualifications: Mr. Brown’s qualifications to serve on our Board of Directors include more than 50 years of political, business and non-profit experience. | |||||
Philip A. Pizzo, M.D. Age 76 Director since September 2015 Committees: • Nominating and Corporate Governance • Research and Development | Dr. Pizzo has served as a member of our Board of Directors since September 2015. Dr. Pizzo currently serves as the David and Susan Heckerman Professor of Pediatrics and of Microbiology and Immunology at Stanford School of Medicine and is a founding director of the Stanford Distinguished Careers Institute. He previously served as Dean of the Stanford School of Medicine from 2001 to 2012, where he was also the Carl and Elizabeth Naumann Professor of Pediatrics and of Microbiology and Immunology. Before joining Stanford, he was the physician-in-chief of Children’s Hospital in Boston and chair of the Department of Pediatrics at Harvard Medical School from 1996 to 2001. Prior to that, Dr. Pizzo was at the National Cancer Institute, eventually serving as chief of pediatrics and acting scientific director in the Division of Clinical Sciences. Dr. Pizzo is the author of more than 630 scientific articles and 16 books and monographs, has received numerous awards and honors, is a member of the National Academy of Medicine, and serves on several international boards. Dr. Pizzo holds a B.A. from Fordham University and an M.D. from the University of Rochester, School of Medicine. Qualifications: Dr. Pizzo’s qualifications to serve on our Board of Directors include his leadership in academic medicine, and his work in the fields of pediatric medicine, science, education and healthcare. | |||||
Wendy L. Yarno Age 66 Director since December 2017 Committees: • Compensation (Chair) • Commercial | Ms. Yarno has served as a member of our Board of Directors since December 2017. Ms. Yarno retired in September 2008 from Merck & Co, Inc., where she served in commercial and human resource positions of increasing seniority, most recently as Chief Marketing Officer, before she retired. Prior to this position, Ms. Yarno served as General Manager for Merck’s Cardiovascular/Metabolic United States Business Unit and as Senior Vice President, Human Resources. From 2010 to 2011, Ms. Yarno was the Chief Marketing Officer of HemoShear LLC, a biotechnology research company. Ms. Yarno currently serves on the boards of directors of the following public biopharmaceutical companies: Ideaya Biosciences, Inc., Inovio Pharmaceuticals, Inc. and Tarsus Pharmaceuticals, Inc. Within the past five years, Ms. Yarno previously served as a member of the board of directors of St. Jude Medical, Inc., a medical device company, Medivation, Inc., a biopharmaceutical company, Alder Biopharmaceuticals, Inc., a biopharmaceutical company, Aratana Therapeutics, Inc., a therapeutics company, and MyoKardia, Inc., a biopharmaceutical company. Ms. Yarno received an M.B.A. from Temple University, Fox School of Business, and a B.S. in business administration from Portland State University. Qualifications: Ms. Yarno’s qualifications to serve on our Board of Directors include her extensive experience commercializing pharmaceutical products, and her extensive operational and senior management experience, in the biopharmaceutical industry, as well as her experience serving on the board of directors (and certain key standing committees) of other biopharmaceutical companies. |
Global Blood Therapeutics, Inc. ï2021 Proxy Statement9
Board Skills, Experience and Diversity
The below table provides information regarding our Board of Directors, since September 2013. From February 2010 to August 2012, Dr. Love served as executive vice president, researchincluding certain attributes possessed by our directors, which we and development and technical operations of Onyx Pharmaceuticals, Inc. Prior to that, from 2001 to January 2009, he served as president, chief executive officer and chairman of Nuvelo, Inc., and previously served as senior vice president, development of Theravance, Inc., from 1998 to 2001. Previously, he spent six years at Genentech, Inc., where he held a number of senior management positions in medical affairs and product development and served as chairman of Genentech’s Product Development Committee. Dr. Love currently serves on the board of directors of Amicus Therapeutics, Inc., a biotechnology company, and Portola Pharmaceuticals, Inc., a biopharmaceutical company. Dr. Love also currently serves on the board of directors of the Biotechnology Innovation Organization (BIO), anon-profit biotechnology trade organization. Dr. Love holds a B.A. from Haverford College and an M.D. from Yale Medical School. He completed a residency in internal medicine and fellowship in cardiology at the Massachusetts General Hospital. Dr. Love’s qualifications to serve on our Board of Directors believe are relevant to our business. The below table does not include his role as our principal executive officer and more than 20 yearsall of broad leadership and management experience in the pharmaceutical industry.
Glenn F. Pierce, M.D., Ph.D. has served as a memberattributes of our Board of Directors since February 2016. In February 2016, Dr. Pierce joined Third Rock Ventures, a venture capital firm, as an independent consultant andentrepreneur-in-residence. In 2018, Dr. Pierceco-founded Ambys Medicines, a biopharmaceutical company, and currently serves as Chief Medical Officer. He also serves on the World Federation of Hemophilia (WFH) Boarddirectors, and the National Hemophilia Foundation (NHF) (US) Medical and Scientific Advisory Council. Dr. Pierce is alsofact that a director of Voyagermay not have a particular attribute does not mean such director is unable to contribute to the decision-making process in that area.
Knowledge, Skills and Experience | ||||||||||||||||||||||||||||||||||||||||||||
6 of 10 | 8 of 10 | |||||||||||||||||||||||||||||||||||||||||||
Executive leadership | Healthcare/life sciences | |||||||||||||||||||||||||||||||||||||||||||
7 of 10 | 7 of 10 | |||||||||||||||||||||||||||||||||||||||||||
Business strategy/operations | Public company/other governance role | |||||||||||||||||||||||||||||||||||||||||||
6 of 10 | 6 of 10 | |||||||||||||||||||||||||||||||||||||||||||
Commercial experience | Government/regulatory | |||||||||||||||||||||||||||||||||||||||||||
7 of 10 | 4 of 10 | |||||||||||||||||||||||||||||||||||||||||||
International operating experience | Scientific expertise |
Board composition overview
102021 Proxy Statementï Global Blood Therapeutics, a biopharmaceutical company. Dr. Pierce retired from Biogen in 2014 as senior vice president of Hematology, Cell and Gene Therapies. He had overall R&D responsibility for hemophilia and hemoglobinopathies and served as Chief Medical Officer since joining the company in 2009. Dr. Pierce was also responsible for global medical affairs for Biogen’s portfolio from 2012 to 2014. Dr. Pierce has 30 years’ experience in biotechnology research and development, beginning at Amgen, is theco-author of more than 150 scientific papers and is a named inventor in over 15 patents. Dr. Pierce also served on the Blood Products Advisory Committee at the United States Food and Drug Administration and the Committee on Blood Safety and Availability at the United States Department of Health and Human Services. He received an M.D. and a Ph.D. in Immunology, both from Case Western Reserve University in Cleveland, Ohio and did his postgraduate training in pathology and hematology research at Washington University in St. Louis, Missouri. Dr. Pierce’s qualifications to serve on our Board of Directors include nearly 30 years of experience in leading biotechnology research and development in small, large, public and private biotechnology and biopharmaceutical firms.
Dawn Svoronos has served as a member of our Board of Directors since December 2018. Ms. Svoronos has more than 30 years of experience in the biopharmaceutical industry, including extensive commercial work with the multinational pharmaceutical company Merck & Co. Inc., where she held roles of increasing seniority over nearly 25 years of service. Prior to her retirement from Merck in 2011, Ms. Svoronos most recently served as President of Merck in Europe/Canada from 2009 to 2011, President of Merck in Canada from 2006 to 2009 and Vice-President of Merck for Asia Pacific from 2005 to 2006. Ms. Svoronos currently serves on the boards of directors of the following public companies: PTC Therapeutics, Inc., Xenon Pharmaceuticals, Inc. and Theratechnologies Inc. Previously, Ms. Svoronos served on the board of directors of Medivation Inc., from 2013 until its acquisition in 2016, and on the board of directors of Endocyte, Inc., from May 2018 until its acquisition in December 2018. Ms. Svoronos holds a B.A. from Carleton University in Ottawa, Canada. Ms. Svoronos’ qualifications to serve on our Board of Directors include her extensive experience in the global commercialization of pharmaceutical products, including her substantial international commercial experience as well as her leadership experience and her service on the boards of directors of other public companies.
Board of Directors’ Role in Risk Management
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including but not limited to risks relating to our financial condition, commercialization activities, research and development activities, clinical and regulatory matters, operations and intellectual property. Management is responsible for theday-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
The role of our Board of Directors in overseeing the management of our risks is conducted primarily through committees of the Board of Directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. For example, the Compensation Committee assesses risks created by the incentives inherent in our compensation programs, policies and practices. The full Board of Directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on our company, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairmanchair of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next board meeting. This enables our Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
Board of Directors and Committees of the Board
During 2019,2020, the Board of Directors held a total of fivefour meetings. All directors attended at least 75% of the aggregate of the number of Board meetings and the number of meetings of Board committees on which each such director served during the time each such director served on the Board or such committees.
Our Board of Directors has determined that all of our directors, except for Dr. Love, are independent, as determined in accordance with the rules of The Nasdaq Stock Market LLC, or NASDAQ, and the SEC. In making such independence determination, the Board of Directors considered the relationships that eachnon-employee director has with us and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by eachnon-employee director. In considering the independence of the directors listed above, our Board of Directors also consideredconsiders the association, if any, of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers.
The Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is composed entirely of independent directors in accordance with current NASDAQ listing standards. Furthermore, our Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and related rulemaking of the SEC. CopiesThe authority and responsibility of each of these committees are summarized below, and more detailed descriptions of their functions are included in their written charters, which are available along with our corporate governance guidelines on our website at www.gbt.com.
Pursuant to their charters, each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee chartersis authorized to access, at our expense, such internal and our corporate governance guidelines are available, freeexternal resources as the particular committee deems necessary or appropriate to fulfill its defined responsibilities. Each committee has sole authority to approve fees, costs and other terms of charge, on our website at http://www.gbt.com.engagement of such outside resources.
The Board of Directors also has a standing Research and Development Committee and Commercial Committee, which are advisory committees.
Global Blood Therapeutics, Inc. ï2021 Proxy Statement11
Audit CommitteeThe following chart provides membership as of April 28, 2021, for each of the Board of Directors’ standing committees:
Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Research and Development Committee (advisory) | Commercial Committee (advisory) | ||||||
Willie L. Brown, Jr. | C | |||||||||
Scott W. Morrison | C | ✔ | ✔ | |||||||
Deval L. Patrick | ✔ | ✔ | ||||||||
Mark L. Perry | ✔ | ✔ | ✔ | |||||||
Glenn F. Pierce, M.D., Ph.D. | ✔ | C | ||||||||
Philip A. Pizzo, M.D. | ✔ | ✔ | ||||||||
Dawn A. Svoronos | C | |||||||||
Alexis A. Thompson, M.D., M.P.H. | ✔ | |||||||||
Wendy L. Yarno | C | ✔ |
✔ - Committee member C - Committee chair
Audit Committee | The Audit Committee’s responsibilities include: | |
Chair: Mr. Morrison Members: Mr. Patrick Mr. Perry | • appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; • pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; • reviewing the audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; • reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; • coordinating the oversight and reviewing the adequacy of our internal control over financial reporting and performance of our internal audit function, if any; • establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; • recommending, based on the Audit Committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K; • monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; • preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement; • reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; • reviewing quarterly earnings releases; • overseeing our compliance with legal and regulatory requirements; • discussing guidelines and policies governing risk assessment matters, and monitoring and overseeing matters related to cybersecurity risks affecting the Company; and • periodically conducting a performance evaluation of the Audit Committee and reporting to the Board on the results of such evaluation. |
122021 Proxy Statementï Global Blood Therapeutics, Inc.
During 2020, Messrs. Morrison, Patrick and Perry and Ms. Svoronos currently serveserved on the Audit Committee, which is chaired bywith Mr. Morrison.Patrick being appointed as a member of the Audit Committee in June 2020, and the Committee held four meetings. Our Board of Directors has determined that each of Mr.Messrs. Morrison, Patrick and Mr. Perry is an “Audit Committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include:
appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
pre-approving auditing and permissiblenon-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
reviewing the audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
recommending, based on the Audit Committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report onForm 10-K;
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;
reviewing all related person transactions for potential conflict of interest situations and approving all such transactions;
reviewing quarterly earnings releases; and
discussing guidelines and policies governing risk assessment matters, and monitoring and overseeing matters related to cybersecurity risks affecting the Company.
During 2019, Messrs. Morrison and Perry andIn April 2021, Ms. Svoronos served on the Audit Committee and the Committee held four meetings. Ms. Svoronos was appointedstepped down as a member of the Audit Committee, on December 13, 2019. Deval L. Patrick, a former director who resigned in November 2019, also served onsubsequent to approving the Audit Committee from January 2019 to November 2019.
Compensation Committee
Messrs. Perry and Morrison and Ms. Yarno currently serve on the Compensation Committee, which is chaired by Ms. Yarno. The Compensation Committee’s responsibilities include:Report included below.
reviewing and approving corporate goals relevant to the compensation of our Chief Executive Officer;
evaluating the performance of our Chief Executive Officer in light of such corporate goals and determining the compensation of our Chief Executive Officer;
reviewing and approving any peer group of companies used to inform the Company’s evaluation of compensation for its employees and directors;
reviewing and approving the compensation of our other executive officers;
reviewing and establishing our overall management compensation, philosophy, policy and practices;
reviewing, overseeing, and administering our compensation and similar plans;
evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable NASDAQ Stock Market rules;
retaining and approving the compensation of any compensation advisors;
reviewing and recommending to our Board of Directors our policies and procedures for the grant of equity-based awards;
reviewing and making recommendations to our Board of Directors with respect tonon-employee director compensation;
reviewing and discussing with the Board of Directors the corporate succession plans for the Chief Executive Officer and other executive officers;
preparing the compensation committee report required by the SEC rules to be included in our annual proxy statement and Annual Report on Form10-K;
reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form10-K; and
periodically conducting a performance evaluation of the Compensation Committee and reporting to the Board on the results of such evaluation.
Compensation Committee | The Compensation Committee’s responsibilities include: | |
Chair: Ms. Yarno Members: Mr. Morrison Mr. Perry | • reviewing and approving corporate goals relevant to the compensation of our Chief Executive Officer; • evaluating the performance of our Chief Executive Officer in light of such corporate goals and determining the compensation of our Chief Executive Officer; • reviewing and approving any peer group of companies used to inform the Company’s evaluation of compensation for its employees and directors; • reviewing and approving the compensation of our other executive officers; • reviewing and establishing our overall management compensation, philosophy, policy and practices; • reviewing, overseeing, and administering our compensation and similar plans; • evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable NASDAQ Stock Market rules; • retaining and approving the compensation of any compensation advisors; • reviewing and recommending to our Board of Directors our policies and procedures for the grant of equity-based awards; • reviewing and making recommendations to our Board of Directors with respect to non-employee director compensation; • reviewing and discussing with the Board of Directors the corporate succession plans for the Chief Executive Officer and other executive officers; • preparing the compensation committee report required by the SEC rules to be included in our annual proxy statement and Annual Report on Form 10-K; • reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K; and • periodically conducting a performance evaluation of the Compensation Committee and reporting to the Board on the results of such evaluation. |
Pursuant to its charter, the Compensation Committee has the authority to engage compensation consultants to assist in its evaluation of executive andnon-employee director compensation. For 2019,2020, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, or Compensia, as a compensation consultant to, among other things, develop a peer group of companies to assess the competitiveness of our executive, equity andnon-employee director compensation programs, advise on our non-employee director compensation and to review our equity compensation program and broader equity practices. Our Compensation Committee plans to engage Compensia or one or more other third-party compensation advisors to provide similar information and advice in future years for consideration in establishing overall compensation for our executives andnon-employee directors. We do not believe the retention of, and the work performed by, Compensia creates any conflict of interest. See “Executive Compensation-Compensation Discussion and Analysis-Governance of Executive Compensation Program—Role of Compensation Consultant” below for more information.
During 2019,2020, Messrs. Perry and Morrison and Ms. Yarno served on the Compensation Committee, and the Committee held sevenfive meetings. Deval L. Patrick, a former director who resigned in November 2019, also served on the Compensation Committee from January 2019 to November 2019.
Nominating and Corporate Governance Committee
Mr. Brown, Dr. Pizzo and Ms. Yarno currently serve on the Nominating and Corporate Governance Committee, which is chaired by Mr. Brown. The Nominating and Corporate Governance Committee’s responsibilities include:
developing and recommending to the Board of Directors criteria for board and committee membership;Global Blood Therapeutics, Inc. ï2021 Proxy Statement13
establishing procedures for identifying and evaluating Board of Director candidates, including nominees recommended by stockholders;
reviewing the size and composition of the Board of Directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;
identifying individuals qualified to become members of the Board of Directors;
recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees;
developing and recommending to the Board of Directors a code of business conduct and ethics and a set of corporate governance guidelines;
developing a mechanism by which violations of the code of business conduct and ethics can be reported in a confidential manner;
overseeing the evaluation of the Board of Directors and its committees; and
reviewing and discussing with the Board of Directors the corporate succession plans for directors.
Nominating and Corporate Governance Committee | The Nominating and Corporate Governance Committee’s responsibilities include: | |
Chair: Mr. Brown Members: Mr. Patrick Dr. Pierce Dr. Pizzo | • developing and recommending to the Board of Directors criteria for board and committee membership; • establishing procedures for identifying and evaluating Board of Director candidates, including nominees recommended by stockholders; • reviewing the size and composition of the Board of Directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us; • identifying individuals qualified to become members of the Board of Directors; • recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees; • developing and recommending to the Board of Directors a code of business conduct and ethics and a set of corporate governance guidelines; • developing a mechanism by which violations of the code of business conduct and ethics can be reported in a confidential manner; • overseeing the evaluation of the Board of Directors and its committees; • reviewing and discussing with the Board of Directors the corporate succession plans for directors; and • periodically conducting a performance evaluation of the Nominating and Corporate Governance Committee and reporting to the Board on the results of such evaluation. |
During 2019, Mr.2020, Messrs. Brown Dr.and Patrick, Drs. Pierce and Pizzo and Ms. Yarno served on the Nominating and Corporate Governance Committee, and the Committee held two meetings.
Research In June 2020, Mr. Patrick and DevelopmentDr. Pierce were appointed as members of the Nominating and Corporate Governance Committee, (Advisory)
Our Board of Directors formed a Research and Development Committee in March 2016. Drs. Pierce and Pizzo currently serve on the Research and Development Committee, which is chaired by Dr. Pierce. The Research and Development Committee’s responsibilities include providing advice and support related to our research and development programs, strategy and goals.
Commercial Committee (Advisory)
Our Board of Directors formed a Commercial Committee in December 2018. Ms. Yarno and Svoronos and Messrs. Morrison and Perry currently serve on the Commercial Committee, which is chaired by Ms. Svoronos. The Commercial Committee’s responsibilities include providing advice and support related to our potential and actual commercializationwas removed as a member of any products, including our strategy and goals frompre-launch planning through any approval, launch and later phases of the product lifecycle.such committee.
Research and Development Committee (Advisory) | ||
Chair: Dr. Pierce Members: Dr. Pizzo Dr. Thompson | Our Board of Directors formed a Research and Development Committee in March 2016. The Research and Development Committee’s responsibilities include providing advice and support related to our research and development programs, strategy and goals. Drs. Pierce, Pizzo and Thompson serve on the Research and Development Committee, which is chaired by Dr. Pierce. |
Commercial Committee (Advisory) | ||
Chair: Ms. Svoronos Members: Mr. Morrison Mr. Perry Ms. Yarno | Our Board of Directors formed a Commercial Committee in December 2018. The Commercial Committee’s responsibilities include providing advice and support related to our potential and actual commercialization of any products, including our strategy and goals from pre-launch planning through any approval, launch and later phases of the product lifecycle. Messrs. Morrison and Perry and Mses. Svoronos and Yarno serve on the Commercial Committee, which is chaired by Ms. Svoronos. |
We do not currently have a ChairmanChair of the Board, but we have appointed Mr. Perry to serve as our lead independent director. We believe that the appointment of a lead independent director allows our Chief Executive Officer to focus on ourday-to-day business, while allowing the lead independent director to lead our Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our lead independent director, particularly as our Board of Directors’ oversight responsibilities continue to grow.
142021 Proxy Statementï Global Blood Therapeutics, Inc.
While our Bylaws and corporate governance guidelines do not require that we appoint a separate ChairmanChair of the Board or lead independent director and Chief Executive Officer, our Board of Directors believes that having a Chief Executive Officer and a separate designated lead independent director is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Our separated lead independent director and Chief Executive Officer positions are augmented by the independence of sevennine of our eight10 directors, and our entirely independent Board committees that provide appropriate oversight in the areas described above. At executive sessions of independent directors, these directors speak candidly on any matter of interest, without the Chief Executive Officer or other executives present. The independent directors met four times in 20192020 without management present. We believe this structure provides consistent and effective oversight of our management and the Company.
Annual Performance Evaluations; Assessment of Charters; Director Education
Our Board of Directors, as well as each of its standing committees, conducts an annual self-evaluation, which includes a review of its performance and, in the case of each of the committees, an assessment of the adequacy and appropriateness of its charter. The Nominating and Corporate Governance Committee is responsible for overseeing this evaluation process, evaluating all standing committees and their charters and recommending to our Board of Directors any changes to our Board and the authority, charters, compositions and chairs of such committees.
Each director is expected to maintain the necessary level of expertise to perform his or her responsibilities as a director. Our Board of Directors regularly discusses recent developments related to corporate governance, legal and regulatory compliance, disclosure obligations or industry-specific matters. In addition, we encourage our directors to participate in outside continuing education programs to assist them in maintaining such expertise and may, from time to time and depending on the circumstances, pay for all or a portion of such outside continuing education programs.
The director qualifications developed to date focus on what our Board believes to be essential competencies to effectively serve on the Board of Directors. The Nominating and Corporate Governance Committee reassesses such criteria from time to time and submits any proposed changes to the Board of Directors for approval. Presently, at a minimum, the Nominating and Corporate Governance Committee must be satisfied that each nominee it recommends (i) has experience at a strategic or policymaking level in a business, government,non-profit or academic organization of high standing, (ii) is highly accomplished in his or her respective field, with superior credentials and recognition, (iii) is well regarded in the community and has a long-term reputation for the highest personal and professional integrity, (iv) has sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards of directors on which such nominee may serve, (v) to the extent such nominee serves or has previously served on other boards, the nominee has a demonstrated history of actively contributing at board meetings, and (vi) will be effective, collectively with other members of and/or candidates for our Board of Directors, in serving the long-term interests of our stockholders.
In addition to those minimum qualifications, the Nominating and Corporate Governance Committee recommends that our Board of Directors select persons for nomination to help ensure that:
a majority of our Board is “independent” in accordance with NASDAQ standards;
each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee be comprised entirely of independent directors; and
at least one member of the Audit Committee shall have the experience, education and other qualifications necessary to qualify as an “Audit Committee financial expert” as defined by the rules of the SEC.
In addition to other standards the Nominating and Corporate Governance Committee may deem appropriate from time to time for the overall structure and compensation of the Board of Directors, the Nominating and Corporate Governance Committee may consider the following factors when recommending that our Board select persons for nomination:
whether a nominee has direct experience in the biotechnology or pharmaceuticals industry or in other fields relevant to our operations; and
whether the nominee, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.
Although we have no formal policy regarding board diversity, we and our Board of Directors believe that corporate board diversity, including gender, racial and ethnic diversity, can provide a more effective and dynamic Board of Directors that can better mitigate risk and enhance long-term performance for stockholders. Accordingly, the Nominating and Corporate Governance Committee considers whether nominees assist in achieving a mix of Board members that represents a diversity of background and experience.
Global Blood Therapeutics, Inc. ï2021 Proxy Statement15
The Nominating and Corporate Governance Committee adheres to the following process for identifying and evaluating nominees for the Board of Directors. First, it solicits recommendations for nominees fromnon-management directors, our Chief Executive Officer, other executive officers, third-party search firms or any other source it deems appropriate. The Nominating and Corporate Governance Committee then reviews and evaluates the qualifications of proposed nominees and conducts inquiries it deems appropriate; all proposed nominees are evaluated in the same manner, regardless of who initially recommended such nominee. In reviewing and evaluating proposed nominees, the Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by our Board from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed nominee, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board.
If the Nominating and Corporate Governance Committee decides to retain a third-party search firm to identify proposed nominees, it has sole authority to retain and terminate such firm and to approve any such firm’s fees and other retention terms.
Each nominee for election as director at the Annual Meeting is recommended by the Nominating and Corporate Governance Committee and is presently a director and stands forre-election by the stockholders. From time to time, we may pay fees to third-party search firms to assist in identifying and evaluating potential nominees, although no such fees have been paid in connection with nominations to be acted upon at the Annual Meeting.
Pursuant to our Bylaws, stockholders who wish to nominate persons for election to the Board of Directors at an annual meeting must be a stockholder of record at the time of giving the notice, entitled to vote at the meeting, present (in person or by proxy) at the meeting and must comply with the notice procedures in our Bylaws. A stockholder’s notice of nomination to be made at an annual meeting must be delivered to our principal executive offices not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual meeting. However, if an annual meeting is more than 30 days before or more than 60 days after such anniversary date, the notice must be delivered no later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which the first public announcement of the date of such annual meeting was made. A stockholder’s notice of nomination may not be made at a special meeting unless such special meeting is held in lieu of an annual meeting. The stockholder’s notice must include the following information for the person making the nomination:
name and address;
the class and number of shares of the Company owned beneficially or of record;
disclosure regarding any derivative, swap or other transactions which give the nominating person economic risk similar to ownership of shares of the Company or provide the opportunity to profit from an increase in the price of value of shares of the Company;
any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship that confers a right to vote any shares of the Company;
any agreement, arrangement, understanding or relationship engaged in for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Company;
any rights to dividends or other distributions on the shares that are separate from the underlying shares;
any performance-related fees that the nominating person is entitled to based on any increase or decrease in the value of any shares of the Company;
a description of all agreements, arrangements or understandings by and between the proposing stockholder and another person relating to the proposed business (including an identification of each party to such agreement, arrangement or understanding and the names, addresses and class and number of shares owned beneficially or of record of other stockholders known by the proposing stockholder support such proposed business);
a statement whether or not the proposing stockholder will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all shares of capital stock required to approve the proposal or, in the case of director nominations, at least the percentage of voting power of all of the shares of capital stock reasonably believed by the proposing stockholder to be sufficient to elect the nominee; and
any other information relating to the nominating person that would be required to be disclosed in a proxy statement filed with the SEC.
With respect to proposed director nominees, the stockholder’s notice must include all information required to be disclosed in a proxy statement in connection with a contested election of directors or otherwise required pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).
162021 Proxy Statementï Global Blood Therapeutics, Inc.
For matters other than the election of directors, the stockholder’s notice must also include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of the stockholder(s) proposing the business.
The stockholder’s notice must be updated and supplemented, if necessary, so that the information required to be provided in the notice is true and correct as of the record date for the meeting and as of the date that is ten10 business days prior to the meeting.
The Board of Directors, a designated committee thereof or the chairman of the meeting will determine if the procedures in our Bylaws have been followed, and if not, declare that the proposal or nomination be disregarded. The nominee must be willing to provide any other information reasonably requested by the Nominating and Corporate Governance Committee in connection with its evaluation of the nominee’s independence. There have been no material changes to the process by which stockholders may recommend nominees to our Board of Directors.
Stockholder Communications with the Board of Directors
Stockholders may send correspondence to the Board of Directors c/o the lead independent director of the Board at our principal executive offices at the address set forth above. We will forward all correspondence addressed to the Board or any individual Board member. Stockholders may also communicate online with our Board of Directors as a group by accessing our website at http://www.gbt.com and selecting “IR Contact” under the Investors tab.
Director Attendance at Annual Meetings
Directors are encouraged to attend our annual meetings of stockholders, and seveneight of our then nine directors attended the 20192020 Annual Meeting of Stockholders.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is, or has at any time during the past fiscal year been, an officer or employee of the Company or had any relationship requiring disclosure under Item 404 ofRegulation S-K. None of the members of the Compensation Committee has formerly been an officer of the Company. None of our executive officers serve, or in the past fiscal year, have served as a member of the Board of Directors or Compensation Committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.
NON-EMPLOYEEEnvironmental, Social and Governance Practices DIRECTOR COMPENSATION
The
Our mission is to discover, develop and deliver life-changing treatments for people living with grievous blood-based disorders, starting with sickle cell disease. We view our environmental, social and governance practices as important pillars that will help us achieve our mission and contribute to sustainable long-term performance, including recruiting and retaining the best talent.
Non-EmployeeEnvironmental Director Compensation Policy, or Director Compensation Policy, adopted by
We seek to build a sustainable, vibrant company to develop medicines with optimized efficacy and safety for patients globally. We recognize that the sustainability of our company is linked to our ability to understand and engage all our stakeholders in a consistent and in meaningful manner. Starting with our Board of Directors is designedand our leadership team, we are committed to long-term value driven by the pillars of governance, social responsibility, and integrity across all we do, including employee engagement, research and development, operations, commercialization and access to medicines for patients. Our efforts to help preserve the environment include, among other things, moving to our new headquarters location with pending LEED Silver certification (with efforts underway to achieve LEED Gold status); utilizing technology to reduce energy and water consumption; reducing, recycling and reusing our resources when practicable; promoting employee commuting programs; and partnering with third-party organizations for the ethical treatment of animals in research.
Social—Diversity, Equity & Inclusion
We have a values-driven culture that starts with our senior management team. Since our founding, we have recognized that having a more diverse, equitable and inclusive environment leads to increased performance, better decision making, increased productivity, and greater motivation. As we believe our efforts in this area are important to our success, we are pleased to be one of only 380 companies, including 22 in healthcare, included in the 2021 Bloomberg Gender Equality Index, which measures gender equality across five pillars: female leadership and talent pipeline, equal pay and gender pay parity, inclusive culture, sexual harassment policies, and pro-women brand.
Global Blood Therapeutics, Inc. ï2021 Proxy Statement17
Our team represents a broad range of cultural and professional backgrounds that enrich our culture and drive our future growth and success:
GBT Employee Population as of December 31, 2020 | Female | People of Color* | ||
Overall Population | 58% | 59% | ||
Senior Management Team | 33% | 22% | ||
Executive Director and Above (excluding Senior Management Team) | 40% | 60% | ||
Associate Director—Senior Director | 54% | 53% | ||
Senior Manager & Below | 66% | 65% |
* | All U.S. Equal Employment Opportunity Commission’s categories of race other than white (not Hispanic or Latino). |
We are committed to fostering workplace development, diversity and inclusion at our company and more broadly across the biotechnology industry. We are also dedicated to being at the forefront of efforts to develop a diverse and talented global workforce, and doing our part to foster diversity and inclusion among our employees and vendors. As part of these efforts, we have established employee-resource groups, or ERGs, to build awareness, grow personally and professionally, and give back to communities, with our first two ERGs focused on social justice issues and advancement for women.
We are actively involved in supporting our local and patient communities, which have been underserved, including through volunteering and charitable donation initiatives. Due in part to the COVID-19 pandemic, 2020 was an extraordinarily difficult year for the sickle cell disease, or SCD, patient community, and we are proud to have helped in a variety of ways. This included our total funding to SCD organizations in 2020 of more than $2 million, including more than $350,000 in contributions from GBT, our board of directors and our employees. In addition, we also continue to support non-profit organizations through our ongoing Access to Excellent Care for Sickle Cell Patients (ACCEL) Grant Program, which we founded in February 2019 to provide grant funding to accelerate the development of sustainable access to care programs for people with SCD.
We believe that a total compensation package, including cash, stock optionscritical component of workplace diversity is our commitment to pay equity. To that end, in 2020, we engaged Radford, part of the rewards practice at Aon plc, to conduct a detailed independent assessment of the impact of gender and restricted stock units, or RSUs,ethnic diversity on our pay practices for the first time. This assessment revealed no evidence of discrepancies in our pay practices based on gender and ethnicity. Further, the results of the assessment showed that is competitivedifferences in the marketpay among our employees were attributed to enable usfactors such as performance, job level and experience, which are considered “bona fide” factors. We intend to attract and retain,repeat this assessment on a long-term basis, high-calibernon-employee directors.regular basis.
In 2019,Governance
One of our core values is accountability, and we commit to operating with truthfulness and transparency in accordance with the Director Compensation Policyhighest ethical and corporate governance standards. To this end, we maintain a Code of Business Conduct and Ethics and hold ourselves accountable to it in all we do. All of our employees across our operations are provided that allnon-employee directors would receive cash compensation for servicewith training and reference materials to reinforce this commitment to integrity and ethics in our business. Our policies are clearly defined and include guidance on thetopics including, but not limited to, conflicts of interest; compliance with laws, rules and regulations; confidentiality; fair dealing; antitrust compliance; accuracy of records; corporate disclosure; improper payments; and interactions with healthcare professionals and government employees.
Our Board of Directors, along with the Audit, Compensation and Nominating and Corporate Governance committees, conducts an annual governance review, which includes review, benchmarking and revision of our significant corporate and compensation policies. In addition to our Code of Business Conduct and Ethics mentioned above, these policies include, among others, our Anti-Bribery and Anti-Corruption Policy, our Corporate Governance Guidelines, and our Insider Trading Policy. This periodic review also encompasses the structure and governance of our Board of Directors, as set forth below, prorated based on daysvoting standards for directors and other matters, and review of service during a calendar year.
Board of Directors: | Annual Retainer | |||
Allnon-employee members | $ | 40,000 |
| |
Additional Annual Retainer | ||||
Lead Independent Director orNon-Employee Chairperson of the Board of Directors: | $ | 20,000 | ||
Audit Committee: | ||||
Chairperson | $ | 20,000 |
| |
Non-Chairperson members | $ | 10,000 | ||
Compensation Committee: | ||||
Chairperson | $ | 15,000 |
| |
Non-Chairperson members | $ | 7,500 | ||
Nominating and Corporate Governance Committee: | ||||
Chairperson | $ | 10,000 |
| |
Non-Chairperson members | $ | 5,000 | ||
Research and Development Committee: | ||||
Chairperson | $ | 15,000 |
| |
Non-Chairperson members | $ | 7,500 |
| |
Commercial Committee: | ||||
Chairperson | $ | 15,000 |
| |
Non-Chairperson members | $ | 7,500 |
|
the Company’s defensive profile. The CompensationNominating and Corporate Governance Committee is responsible for overseeing this governance review process, and Board of Directors reviewnon-employee director compensationeach committee evaluates policies within its purview and the Director Compensation Policy on an annual basis, most recently in March 2020. In addition to the cash retainer amounts described above, the Director Compensation Policy for 2019 also provided that each newnon-employee director who was initially appointed or electedrecommends changes to our Board of Directors would receive a stock option grant to purchase 15,000 shares of common stock and 9,600 RSUs. The initial grant of stock options would vest in equal monthly installments during the 36 months following the grant date, subject to the director’s continued service on our Board of Directors. The initial grant of RSUs would vest in equal annual installments during the three years following the grant date, subject to the director’s continued service on our Board of Directors. Thereafter, on the date of each annual meeting of stockholders, each continuing
182021 Proxy Statementnon-employeeï director would be eligible to receive an annual stock option grant to purchase 7,500 shares of common stock and 4,800 RSUs. The annual grant of stock options would vest in equal monthly installments during the 12 months following the grant date, subject to the director’s continued service on our Board of Directors. The annual grant of RSUs would vest in a single installment on the first anniversary of the grant date, subject to the director’s continued service on our Board of Directors. All stock options and RSUs granted to ournon-employee directorsGlobal Blood Therapeutics, Inc.
pursuant to the Director Compensation Policy are subject to full acceleration of vesting upon the consummation of a “Sale Event,” as defined in the 2015 Stock Option and Incentive Plan, or 2015 Plan. Ournon-employee directors could also be granted such additional stock options and RSUs in such amounts and on such dates as our Board of Directors recommended. All of the foregoing stock options would be granted with a per share exercise price equal to the fair market value of a share of our common stock on the date of grant and would be exercisable (to the extent vested) for up to one year following cessation of the director’s service on our Board of Directors, so long as the director was not removed for cause.
We have also agreed to reimburse all reasonableout-of-pocket expenses incurred bynon-employee directors in attending Board and committee meetings.
In March 2020, we adopted a stock ownership policy for ournon-employee directors, which requires each director to acquire and hold a number of shares of our common stock equal in value to at least three times his or her applicable annual cash retainer for regular service on our Board of Directors, excluding any annual cash retainers paid for committee service, until such director’s service on the Board of Directors ceases. We only count directly and beneficially owned shares, including, with respect tonon-employee directors, 50% of shares underlying vested and unexercisedin-the-money stock options. Eachnon-employee director has until the later of April 1, 2025, or the Initial Determination Date, or the April 1st1st in the year that is the fifth anniversary of his or her initial election to our Board of Directors, to attain the required ownership level. Once a director satisfies his or her stock ownership requirement, the director must continue to satisfy such stock ownership requirement as assessed on each April 1st1st thereafter, or Determination Date. If a director fails to satisfy such stock ownership requirement as of any Determination Date (including the Initial Determination Date, as applicable)Date), then such director shall be required to come into compliance with his or her applicable stock ownership requirement within two years following the Determination Date on which he or she failed to satisfy such stock ownership requirement. As of April 1, 2021, eight of our 10 non-employee directors met their stock ownership requirement, and the remaining non-employee directors have until the later of the Initial Determination Date or the April 1st in the year that is the fifth anniversary of his or her initial election to our Board of Directors to attain the required ownership level.
2019
Global Blood Therapeutics, Inc. ï2021 Proxy Statement19
NON-EMPLOYEE DIRECTOR COMPENSATION
The Non-Employee Director Compensation Policy adopted by our Board of Directors is designed to provide a total compensation package, including cash, stock options and restricted stock units, or RSUs, that is competitive in the market to enable us to attract and retain, on a long-term basis, high-caliber non-employee directors.
The Compensation Committee and our Board of Directors review non-employee director compensation and the Non-Employee Director Compensation Policy, including an assessment compared to peer companies, on an annual basis. In March 2020, our Board approved certain adjustments to our Director Compensation Policy upon the recommendation of our Compensation Committee in consultation with the Compensation Committee’s compensation consultant, Compensia. As a result, the annual cash retainer for Board membership increased from $40,000 to $45,000 and the additional annual cash retainer for lead independent director or non-executive Chairperson was increased from $20,000 to $25,000 in order to align cash compensation with the 50th percentile of our peers. The Non-Employee Director Compensation Policy, as amended, provides that all non-employee directors would receive cash compensation for service on our Board of Directors and committees of the Board of Directors as set forth below, prorated based on days of service during a calendar year.
Board of Directors: | Annual Retainer | ||||
All non-employee members | $45,000 |
Additional Annual Retainer | |||||
Lead Independent Director or Non-Employee Chairperson of the Board of Directors: | $25,000 | ||||
Audit Committee: | |||||
Chairperson | $20,000 | ||||
Non-Chairperson members | $10,000 | ||||
Compensation Committee: | |||||
Chairperson | $15,000 | ||||
Non-Chairperson members | $ 7,500 | ||||
Nominating and Corporate Governance Committee: | |||||
Chairperson | $10,000 | ||||
Non-Chairperson members | $ 5,000 | ||||
Research and Development Committee: | |||||
Chairperson | $15,000 | ||||
Non-Chairperson members | $ 7,500 | ||||
Commercial Committee: | |||||
Chairperson | $15,000 | ||||
Non-Chairperson members | $ 7,500 |
In addition to the cash retainer amounts described above, the Non-Employee Director Compensation Policy also provides that each new non-employee director who is initially appointed or elected to our Board of Directors will receive a stock option and RSU grant. Prior to the March 2020 amendment, the Non-Employee Director Compensation Policy provided for an option to purchase 15,000 shares of our common stock and an RSU grant for 9,600 RSUs. As amended in March 2020, the Non-Employee Director Compensation Policy now provides for an option to purchase shares of our common stock with an aggregate value of $415,000, subject to a maximum of 11,200 shares, and an RSU grant for an aggregate value of $415,000, subject to a maximum of 7,200 RSUs, in order to align equity compensation with the 75th percentile of our peers but also to include a maximum share limit in the event of extraordinary market fluctuations. The initial grant of stock options will vest in equal monthly installments during the 36 months following the grant date, subject to the director’s continued service on our Board of Directors. The initial grant of RSUs will vest in equal annual installments during the three years following the grant date, subject to the director’s continued service on our Board of Directors.
Thereafter, on the date of each annual meeting of stockholders, each continuing non-employee director will be eligible to receive an annual stock option and RSU grant. Prior to the March 2020 amendment, the Non-Employee Director
202021 Proxy Statementï Global Blood Therapeutics, Inc.
Compensation Policy provided for an option to purchase 7,500 shares of our common stock and an RSU grant for 4,800 RSUs. As amended in March 2020, the Non-Employee Director Compensation Policy now provides for an option to purchase shares of our common stock with an aggregate value of $207,500, subject to a maximum of 5,600 shares, and an RSU grant for an aggregate value of $207,500, subject to a maximum of 3,600 RSUs, in order to align equity compensation with the 75th percentile of our peers but also to include a maximum share limit in the event of extraordinary market fluctuations. The annual grant of stock options will vest 1/12th on each month following the grant date for 11 months and the remaining 1/12th on the earlier of (i) the one-year anniversary of the grant date or (ii) our next annual meeting of stockholders, and such annual grant of RSUs will vest on the earlier of (A) the one-year anniversary of the grant date or (B) our next annual meeting of stockholders, in each case subject to the director’s continued service on our Board of Directors through each applicable vesting date. In addition, as amended in March 2020, the Non-Employee Director Compensation Policy now provides that if a non-employee director joins our Board of Directors on a date other than our annual meeting of stockholders, then such non-employee director will be granted a pro-rata portion of the annual stock option and RSU grant based on the time between the non-employee director’s appointment and our next annual meeting of stockholders in order to align with market practice.
For awards of restricted stock or RSUs is denominated in dollars, the number of shares subject to the award will be determined by dividing the dollar value by the average closing market price on the NASDAQ Global Market of a share of our common stock over the trailing 20-trading day period ending on the trading day immediately preceding the grant date. For awards of stock options denominated by reference to a fair value calculated under FASB ASC Topic 718, the number of shares to be subject to such stock option will be determined based on such fair value. In addition, all of the foregoing stock options will be granted with a per share exercise price equal to the fair market value of a share of our common stock on the date of grant, and will be exercisable (to the extent vested) for up to one year following cessation of the director’s service on our Board of Directors, so long as the director is not removed for cause.
All stock options and RSUs granted to our non-employee directors pursuant to the Non-Employee Director Compensation Policy are subject to full acceleration of vesting upon the consummation of a “Sale Event,” as defined in the 2015 Stock Option and Incentive Plan, as amended from time to time, or 2015 Plan. Our non-employee directors could also be granted such additional stock options and RSUs in such amounts and on such dates as our Board of Directors recommended.
We have also agreed to reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending Board and committee meetings.
2020 Director Compensation Table
The table below sets forth information with respect to the compensation received by ournon-employee directors during the fiscal year ended December 31, 2019.2020. Dr. Love does not receive compensation for service on the Board of Directors and the compensation paid to Dr. Love as an employee of the Company is set forth under the heading “Executive Compensation—20192020 Summary Compensation Table” below.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | ||||||||||||
Willie L. Brown, Jr.(3) | $ | 50,000 |
| $ | 270,240 |
| $ | 254,255 |
| $ | 574,495 |
| ||||
Charles Homcy, M.D.(4) | $ | 23,750 |
| $ | — |
| $ | — |
| $ | 23,750 |
| ||||
Scott W. Morrison(5) | $ | 75,000 |
| $ | 270,240 |
| $ | 254,255 |
| $ | 599,495 |
| ||||
Deval L. Patrick(6) | $ | 57,500 |
| $ | 270,240 |
| $ | 254,255 |
| $ | 581,995 |
| ||||
Mark L. Perry(7) | $ | 88,750 |
| $ | 270,240 |
| $ | 254,255 |
| $ | 613,245 |
| ||||
Glenn F. Pierce, M.D., Ph.D.(8) | $ | 55,000 |
| $ | 270,240 |
| $ | 254,255 |
| $ | 579,495 |
| ||||
Philip A. Pizzo, M.D.(9) | $ | 52,500 |
| $ | 270,240 |
| $ | 254,255 |
| $ | 576,995 |
| ||||
Dawn Svoronos(10) | $ | 47,500 |
| $ | 270,240 |
| $ | 254,255 |
| $ | 571,995 |
| ||||
Wendy Yarno(11) | $ | 71,250 |
| $ | 270,240 |
| $ | 254,255 |
| $ | 595,745 |
|
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | ||||||||||||||||
Willie L. Brown, Jr.(3) | $53,847 | $196,646 | $207,478 | $457,971 | ||||||||||||||||
Scott W. Morrison(4) | $78,847 | $196,646 | $207,478 | $482,971 | ||||||||||||||||
Deval L. Patrick(5) | $34,767 | $361,646 | $232,432 | $628,845 | ||||||||||||||||
Mark L. Perry(6) | $92,597 | $196,646 | $207,478 | $496,721 | ||||||||||||||||
Glenn F. Pierce, M.D., Ph.D.(7) | $61,539 | $196,646 | $207,478 | $465,663 | ||||||||||||||||
Philip A. Pizzo, M.D.(8) | $56,347 | $196,646 | $207,478 | $460,471 | ||||||||||||||||
Dawn A Svoronos(9) | $68,847 | $196,646 | $207,478 | $472,971 | ||||||||||||||||
Wendy L Yarno(10) | $68,847 | $196,646 | $207,478 | $472,971 |
(1) | In accordance with SEC rules, this column reflects the aggregate grant date fair value of the restricted stock and/or RSUs granted during |
calculation of these amounts are included in Note 10 to our financial statements included in our Annual Report on Form10-K for the fiscal year ended December 31, |
(2) | In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during |
Global Blood Therapeutics, Inc. ï2021 Proxy Statement21
(3) | Mr. Brown held stock options to purchase an aggregate of |
(4) |
|
Mr. Morrison held stock options to purchase an aggregate of |
|
Mr. Perry held stock options to purchase an aggregate of |
Dr. Pierce held stock options to purchase an aggregate of |
Dr. Pizzo held stock options to purchase an aggregate of |
Ms. Svoronos held stock options to purchase an aggregate of |
Ms. Yarno held stock options to purchase an aggregate of |
222021 Proxy Statementï Global Blood Therapeutics, Inc.
NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, added Section 14A to the Securities Exchange Act of 1934, as amended, which requires that we provide our stockholders with the opportunity to vote to approve, on anon-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement, commonly known as a“Say-on-Pay” “Say-on-Pay” vote. Stockholders may also abstain from voting. ThisSay-on-Pay vote is not intended to address any specific element of the compensation of our named executive officers, but rather the overall executive compensation of our named executive officers and our overall executive compensation program, philosophy and practices as described in this Proxy Statement.
As described in this Proxy Statement, we believe the compensation of our named executive officers and our executive compensation program, philosophy and practices are appropriate, and enable us to attract, motivate and retaintop-performing executive officers, including our named executive officers, while aligning the long-term interests of our executive officers with the long-term interests of our stockholders. Accordingly, we ask our stockholders to approve, on anon-binding, advisory basis, the following resolution at the Annual Meeting:
RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.
The approval of this advisorynon-binding proposal requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and brokernon-votes will have no effect on this proposal.
ThisSay-on-Pay vote is advisory; therefore, it is not binding on the Company, our Board of Directors or our Compensation Committee. However, our Board of Directors and our Compensation Committee will consider the result of this year’s vote in reviewing and determining the compensation of our named executive officers in the future because we value the opinions of our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE, ON ANON-BINDING, ADVISORY BASIS,
THE BOARD OF DIRECTORS RECOMMENDS A VOTE, ON A NON-BINDING, ADVISORY BASIS, “FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
Global Blood Therapeutics, Inc. ï2021 Proxy Statement23
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for 2020.2021. Representatives of KPMG LLP will attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.
Our organizational documents do not require that the stockholders ratify the selection of KPMG LLP as our independent registered public accounting firm, and stockholder ratification is not binding on the Company, the Board or the Audit Committee. We request such ratification, however, as a matter of good corporate practice. The ratification of the selection of KPMG LLP requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. Our Board, including our Audit Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the ratification of the selection of KPMG LLP as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns, although the Audit Committee, in its discretion, may still retain KPMG LLP.
The following table shows information about fees billed to the Company by KPMG LLP for the fiscal years ended December 31, 20192020, and 20182019:
Fees billed by KPMG LLP | 2019 | 2018 | 2020 | 2019 | ||||||||||||
Audit Fees(1) | $ | 935,000 |
| $ | 895,035 |
| ||||||||||
Audit Fees(1) | $1,285,190 | $935,000 | ||||||||||||||
Audit Related Fees |
| — |
|
| — |
| — | — | ||||||||
Tax Fees(2) |
| 38,676 |
| — |
| |||||||||||
Tax Fees(2) | 287,533 | 38,676 | ||||||||||||||
All Other Fees |
| — |
|
| — |
| — | — | ||||||||
|
| |||||||||||||||
Total | $ | 973,676 |
| $ | 895,035 |
| $1,572,723 | $973,676 | ||||||||
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|
(1) | Audit fees of KPMG LLP for the years ended December 31, |
(2) | Tax Fees consist of fees billed for permissible tax services in connection with tax compliance, tax advice and tax planning. The fees for 2020 include services associated with our European subsidiaries. |
Audit CommitteePre-Approval Policies
The Audit Committee is directly responsible for the appointment, retention and termination, and for determining the compensation, of our independent registered public accounting firm. The Audit Committee shallpre-approve all auditing services and the terms thereof andnon-audit services (other thannon-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board), except thatpre-approval is not required for the provision ofnon-audit services if the “de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. The Audit Committee may delegate to the chairperson of the Audit Committee the authority to grantpre-approvals for audit andnon-audit services, provided such approvals are presented to the Audit Committee at its next scheduled meeting. All services provided by KPMG LLP during fiscal years 2020 and 2019 and 2018 werepre-approved by the Audit Committee in accordance with thepre-approval policy described above.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2021. |
OF THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2020.242021 Proxy Statementï Global Blood Therapeutics, Inc.
The following Audit Committee Report is not considered proxy solicitation material and is not deemed filed with the Securities and Exchange Commission. Notwithstanding anything to the contrary set forth in any of our filings made under the Securities Act of 1933 or the Exchange Act that might incorporate our filings under those statutes, the Audit Committee Report shall not be incorporated by reference into any of our prior filings or into any of our future filings under those statutes.
The Audit Committee of the Board of Directors, or Audit Committee, has furnished this report concerning the independent audit of the Company’s financial statements. Each member of the Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and rulemaking of the Securities and Exchange Commission, or SEC, and the NASDAQ Stock Market regulations. A copy of the Audit Committee Charter is available on the Company’s website at http://www.gbt.com.
The Audit Committee’s responsibilities include assisting the Board of Directors regarding the oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the independent registered public accounting firm.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the Company’s financial statements for the fiscal year ended December 31, 2019,2020, with the Company’s management and KPMG LLP. In addition, the Audit Committee has discussed with management, and with KPMG LLP, with and without management present, their evaluation of the Company’s internal controls over financial reporting and overall quality of the Company’s financial reporting. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by the Public Company Accounting Oversight Board and the SEC. The Audit Committee also received the written disclosures and the letter from KPMG LLP required by the Public Company Accounting Oversight Board Rule 3526 and the Audit Committee discussed the independence of KPMG LLP with that firm.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in the Company’s Annual Report for the fiscal year ended December 31, 2019.2020.
The Audit Committee and the Board of Directors have recommended the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.2021.
AUDIT COMMITTEE
SCOTT W. MORRISON, CHAIRMANCHAIR
DEVAL L. PATRICK
MARK L. PERRY
DAWN A. SVORONOS
Global Blood Therapeutics, Inc. ï2021 Proxy Statement25
The table below sets forth certain information regarding our executive officers as of March 31, 2020.2021.
Name | Age | Position | ||||
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Ted W. Love, M.D. |
| 62 | President, Chief Executive Officer and Director | |||
Jeffrey Farrow |
| 59 | Chief Financial Officer | |||
Brian Cathers, Ph.D. |
| 51 | Chief Scientific Officer | |||
Jung E. Choi |
| 51 | Chief Business and Strategy Officer | |||
Eric Fink |
| 44 | Chief Human Resources Officer | |||
David L. Johnson |
| 52 | Chief Commercial Officer | |||
Tricia Suvari, Esq. |
| 60 | Chief Legal Officer |
The biographies of our executive officers, other than Dr. Love, whose biography is set forth above, appear below.
Jeffrey Farrowhas served as our Chief Financial Officer since April 2016. Mr. Farrow previously served as chief financial officer of ZS Pharma, Inc., a biopharmaceutical company, which was acquired by AstraZeneca in December 2015. Prior to ZS Pharma, he served as the chief financial officer at Hyperion Therapeutics, Inc., a commercial pharmaceutical company, from July 2010 until May 2015 where he was part of the team responsible for the successful regulatory approval and commercial launch of RAVICTI® for the treatment of urea cycle disorders. He previously served as vice president of finance at Evotec AG, a drug discovery and development company. Prior to Evotec, Mr. Farrow served as vice president of finance and chief accounting officer at Renovis, Inc., a drug discovery and development company, which was acquired by Evotec AG. Earlier in his career, Mr. Farrow spent seven years working in the audit practice of KPMG LLP. Mr. Farrow holds a B.A. in business administration with a concentration in corporate finance from California State University at Fullerton and is a certified public accountant (inactive).
Brian Cathers, Ph.D., has served as our Chief Scientific Officer since February 2019. Dr. Cathers previously served as executive director and head of drug discovery at Celgene Corporation, or Celgene, from November 2015 to February 2019, and as senior director of biochemistry and structural biology at Celgene from October 2013 to November 2015. At Celegene, Dr. Cathers’ teams produced eight new development candidates and advanced five investigational drugs into clinical testing. Prior to joining Celgene, Dr. Cathers served as senior group leader and director at NewBiotics, Inc. from August 2000 to February 2004, where he oversaw enzymology and biophysical chemistry research, and was part of small team that developed a colorectal cancer drug from basic research to clinical testing. Prior to joining NewBiotics, he served as an enzymologist at Axys Pharmaceuticals. Dr. Cathers holds a B.S. in chemistry from Emporia State University and an M.S. and Ph.D. in medicinal chemistry from the University of Kansas.
Jung E. Choihas served as our Chief Business and Strategy Officer since April 2015. From April 2014 to March 2015, Ms. Choi served as senior vice president, corporate development for InterMune, Inc., a biotechnology company (acquired by Roche Holding AG in 2014), and served as an adviser on strategy and business development to InterMune from March 2013 to April 2014. Prior to joining InterMune, from February 2011 to March 2013, Ms. Choi led corporate and business development for Chimerix, Inc., a biopharmaceutical company, as a consultant and senior vice president, corporate development. Prior to that, from August 2001 to August 2010, Ms. Choi held various management positions at Gilead Sciences, Inc., a biopharmaceutical company, including leadership of business development, licensing, and mergers and acquisition activities. During
her tenure at Gilead Sciences, Ms. Choi built and oversaw the corporate development group, and led the U.S. commercial launch of Hepsera® for the treatment of the hepatitis B virus. Ms. Choi holds a B.A. in human biology and an M.B.A. from Stanford University.
Eric Fink was appointedhas served as our Chief Human Resources Officer insince August 2019. Prior to joining us, from 2010 until July 2019, he most recently served as Vice President, Human Resources, at Jazz Pharmaceuticals, a global biopharmaceutical company. While there, he held a variety of human resource senior leadership positions to develop human capital and organizational development strategies and scale the global HR operating model to better serve the expanding business. From 2008 to 2009, he held a leadership position in the sales training organization at Bayer Healthcare, a multinational pharmaceutical and life sciences company. From 1999 to 2008, he held various roles at GlaxoSmithKline, a global healthcare company, across a wide spectrum of the U.S. commercial function, including Sales, Sales Training, Commercial Analytics, and Sales Management. He received a B.S. in Biology from Pennsylvania State University and an M.S. in Organizational Leadership from Mercyhurst University.
262021 Proxy Statementï Global Blood Therapeutics, Inc.
David L. Johnsonhas served as our Chief Commercial Officer since March 2018. From October 2003 until February 2018, Mr. Johnson served in roles of increasing responsibility in the commercial organization at Gilead Sciences, Inc., a biopharmaceutical company, ultimately as vice president, sales and marketing, for Gilead’s Liver Disease Business Unit. At Gilead, Mr. Johnson was responsible for the commercial launch of Gilead’s hepatitis C treatments Sovaldi®, Harvoni®, Epclusa® and Vosevi®, hepatitis B treatment Vemlidy®, and HIV treatments Complera® and Stribild®. Prior to Gilead, from April 1992 to September 2003, Mr. Johnson served in various roles in sales, product marketing, business development, global commercial strategy and portfolio development at GlaxoSmithKline PLC, a British pharmaceutical company. Mr. Johnson holds a B.A. in business marketing from the University of Puget Sound and an M.B.A. from the Kenan-Flagler Business School at the University of North Carolina.
Tricia Suvari, Esq.,has served as our Chief Legal Officer since October 2016. From 2000 until 2009, Ms. Suvari served in several senior roles at CV Therapeutics, Inc., a biopharmaceutical company (acquired by Gilead Sciences, Inc. in 2009), ultimately as senior vice president, general counsel and chief compliance officer. Prior to CV Therapeutics, from 1991 until 2000, she served as corporate counsel at Genentech, Inc., in increasingly senior roles. From February 2012 until July 2016, Ms. Suvari served as a vice president and general counsel at thenon-profit Peninsula Open Space Trust, and from early 2011 to February 2012 she served as an independent consultant to biopharmaceutical companies. Ms. Suvari earned her Bachelor of Sciences degree in Geology and Geophysics from Yale University and her J.D. degree from Harvard Law School.
Global Blood Therapeutics, Inc. ï2021 Proxy Statement27
Compensation Discussion and Analysis
This Compensation Discussion and Analysis, or CD&A, describes our executive compensation program and the 20192020 compensation for: (i) each individual who served as our principal executive officer during 2019;2020; (ii) each individual who served as our principal financial officer during 20192020 and (iii) our three most highly compensated executive officers during 20192020 other than the individuals set forth above in clauses (i) and (ii), all of whom we refer to collectively as our named executive officers, or NEOs. This CD&A should be read with the compensation tables and related disclosures for our NEOs.
Our NEOs for 20192020 were as follows:
Ted W. Love, our President and Chief Executive Officer, or CEO;
Jeffrey Farrow, our Chief Financial Officer;
Brian Cathers,Jung Choi, our Chief ScientificBusiness and Strategy Officer;
David L. Johnson, our Chief Commercial Officer; and
Joshua Lehrer-Graiwer,Tricia Suvari, our former Chief MedicalLegal Officer.
Management Changes in 2019 and 2020Executive Summary
We hired Dr. Cathers in February 2019.
On September 17, 2019, our Board of Directors appointed Dr. Lehrer-Graiwer as our Chief Medical Officer, effective October 1, 2019. Prior to his appointment as our Chief Medical Officer, Dr. Lehrer Graiwer served as our Senior Vice President, Clinical Development. In February 2020, Dr. Lehrer-Graiwer resigned from his employment with our company, effective April 17, 2020.
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Overview
We are a biopharmaceutical company dedicated to the discovery, development and delivery of life-changing treatments that provide hope to underserved patient communities. Founded in 2011, we are delivering on our goal is to transform the treatment and care of sickle cell disease, or SCD, a lifelong, devastating inherited blood disorder that is marked by red blood cell destruction and occluded blood flow and hypoxia, leadingwhich leads to anemia, stroke, multi-organ failure, severe pain crises, and shortened patient life span. Notably,Since 2019, was a pivotal year in our corporate history as we becamehave grown to become a commercial-stage company with 389 employees globally as of December 31, 2020, a marketed drug.drug in the United States with the approval of Oxbryta® (voxelotor) tablets, and a marketing approval application under review in the European Union for Oxbryta.
In late November 2019, we receivedthe U.S. Food and Drug Administration, or FDA, granted accelerated approval for our first product,medicine, Oxbryta® (voxelotor) tablets for the treatment of SCD in adults and children 12 years of age and older. Oxbryta, an oral therapy taken once daily, is the firstFDA-approved treatment that directly inhibits sickle hemoglobin polymerization, an underlyingthe root cause of SCD. This FDA approval was three months ahead of the FDA’s Prescription Drug User Fee Act, or PDUFA, target action date of February 26, 2020, and we began to make Oxbryta available to patients through our specialty pharmacy partner network in early December 2019.
We are conducting and plan to conduct additional studies of Oxbryta, including our Phase 2a HOPE-KIDS 1 Study (an open-label, single- and multiple-dose Phase 2a study that is evaluating the safety, tolerability, pharmacokinetics and exploratory treatment effect of Oxbryta in pediatric patients aged four to 17 years with SCD) and,Oxbryta. Such ongoing studies include, as a condition of accelerated approval, our Phase 3 HOPE-KIDS 2 Study, (aa post-approval
confirmatory study we initiated in December 2019 that is using transcranial Doppler, or TCD, flow velocity to seek to demonstrate a decrease in stroke risk in children two to 15 years of age). We also expect to conduct additional clinical studiesage.
In January 2021, the European Medicines Agency, or EMA, accepted for review our Marketing Authorization Application, or MAA, seeking full marketing authorization of Oxbryta including to seektreat hemolytic anemia (which is low hemoglobin due to expandred blood cell destruction) in SCD patients ages 12 years and older. In addition, our goals include expanding the potential approved productcurrent Oxbryta label in the United States to include treatment of SCD in children ages 4 to 11 years. In addition, we entered into younger pediatric populations.an exclusive agreement in 2020 with Biopharma-Middle East and Africa, or Biopharma-MEA, to distribute Oxbryta in the six countries that make up the Gulf Cooperation Council, or GCC, region (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates), where the U.S. approval of Oxbryta can be referenced to allow for access to the medicine while health authorities conduct their reviews.
Beyond Oxbryta, we are also engaged in other research and development activities. For example, we are advancingactivities, including working on new targets to potentially develop next generation treatments for SCD, including inclacumab, a P-selectin inhibitor, which is a clinically validated target in SCD, known to reduce the incidence of vaso-occlusive crises, or VOCs, and our SCD pipeline with inclacumab, ap-selectinnext generation hemoglobin polymerization inhibitor, in development to address pain crises associated with the disease.GBT021601, or GBT601. In addition, our drug discovery team is working on new targets to develop the next generation of treatments for SCD.
As part of those efforts, we regularly evaluate opportunities toin-license, acquire or invest in new business, technology or assets or engage in related discussions with other business entities. In December 2019, we entered into a license and collaboration agreement or the Syros Collaboration, with Syros Pharmaceuticals, Inc., or Syros, to discover, develop and commercialize novel therapies for SCD and beta thalassemia.thalassemia, and, in March 2021, we entered into a license agreement with Sanofi, under which we received an
282021 Proxy Statementï Global Blood Therapeutics, Inc.
exclusive license under certain intellectual property controlled by Sanofi to use, develop, manufacture, commercialize and otherwise exploit certain compounds for the treatment of human diseases.
Corporate Performance Highlights
Our executive compensation program seeks to incentivize and reward strong corporate performance. Highlights of our 20192020 corporate performance are set forth below.
• | Regulatory and Commercial |
✔ |
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✔ |
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✔ | In June 2020, we announced plans to seek the |
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✔ |
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✔ | In |
✔ | As of the end of September 2020 (a quarter ahead of our goal), we achieved broad payer coverage for Oxbryta in the United States, defined as 90% of lives covered by payers either through published policies or verified patient adjudication. |
✔ | In December 2020, we initiated two early access programs for Oxbryta. One is in Europe and other regions outside the United States, for the treatment of hemolytic anemia in eligible SCD patients ages 12 years and older, and the other is a multi-center expanded access protocol in the United States for eligible pediatric SCD patients to provide access prior to potential market authorization for children ages 4 to 11 who have no alternative treatment options. |
• | Corporate |
✔ | We |
In June 2019, we raised approximately $197.8 million in net proceeds from an underwritten public offering.
In December 2019, we entered into a $150 million loan agreement with funds managed by Pharmakon Advisors LP, a leading global life sciences investment firm, and drew down the first tranche of $75 million with the close of the transaction.
|
✔ | In |
the Year by the 2020 National Xconomy Awards. |
Impact of COVID-19
In March 2020, the Centers for Disease Control and Prevention, or CDC, declared a global pandemic related to SARS-CoV-2, the virus that causes coronavirus disease 2019, or COVID-19, and the pandemic has impacted our business, including our commercialization of Oxbryta and our research and development activities. For example, we implemented a temporary work from home policy; temporarily suspended our field team from most in-person interactions, including visits to physician offices, clinics and hospitals as well as in-person meetings with payors; and temporarily delayed or paused certain research and development activities, including screening and enrollment in all clinical studies sponsored by us.
Despite the impact of COVID-19, which we believe negatively impacted new patient prescriptions for Oxbryta after March 2020, we successfully executed the launch of Oxbryta, with nearly 5,000 new prescriptions written for Oxbryta between launch and the end of 2020 and net sales of $123.8 million in 2020, Oxbryta’s first full year of launch.
While the COVID-19 pandemic has had a significant impact on our company, including throughout most of 2020, we did not make any changes to our 2020 corporate goals, including our 2020 revenue goal. As discussed below, we considered the impact of COVID-19 in granting our executive officers performance-based RSUs, or PSUs, effective June 1, 2020, for retention purposes and to further focus them on our long-term performance.
Global Blood Therapeutics, Inc. ï2021 Proxy Statement29
Overview of Executive Compensation Program
Executive Compensation Philosophy
Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary goals:
attract, motivate and retaintop-performing senior executives;
establish compensation opportunities that are competitive and reward performance; and
align the interests of our senior executives with the interests of our stockholders to drive the creation of sustainable long-term value.
Executive Compensation Program Design
Our executive compensation program is designed to be reasonable and competitive, and balance our goal of attracting, motivating, rewarding and retainingtop-performing senior executives with our goal of aligning their interests with those of our stockholders. The Compensation Committee annually evaluates our executive compensation program to ensure that it is consistent with our short- and long-term goals and the dynamic nature of our business.
Our executive compensation program consists of a mix of compensation elements that balance achievement of our short-term goals with our long-term performance. We provide short-term incentive compensation opportunities in the form of annual cash bonuses, which focus on our achievement of annual corporate goals. We also provide long-term incentive compensation opportunities in the form of equity awards, including both stock options, time-based RSUs and restricted stock units, or RSUs, which focus on our long-term performance.periodic PSUs.
We believe that stock options provide a strong reward for growth in the market price of our common stock because their entire value depends on future stock price appreciation. We believe RSUs and PSUs, which are subject to vesting conditions tied to our stock price also reward growth in the market price of our common stock because they derive additional value from future stock price appreciation, and they are less dilutive to our stockholders because they require fewer shares than stock options. In addition, we believe that the multi-year vesting requirements applicable to both stock options and RSUs, as well as the additional time-based vesting requirements applicable to our PSUs, encourage retention because our senior executives are incentivized to remain employed through the applicable vesting period.or performance periods. We also have executive share ownership guidelines to further support our effort to align the interests of executive officers and shareholders.
Our executive compensation program is also designed to incorporate sound practices for compensation governance. Below we summarize such practices.
What We Do:
302021 Proxy Statementï Global Blood Therapeutics, Inc.
What We Do: | What We Don’t Do: | |||
✔Maintain an Independent Compensation Committee. The Compensation Committee consists solely of independent directors. |
✔Retain an Independent Compensation Advisor. The Compensation Committee engages its own compensation advisor to provide information and analysis related to annual executive compensation decisions, including the |
✔Review Executive Compensation Annually and Related Risk Assessment. |
✔EmphasizeAt-Risk |
✔Use aPay-for-Performance Philosophy. The majority of our executive officers’ compensation is directly linked to corporate performance and includes a significant long-term equity component, thereby making a substantial portion of each executive officer’s total compensation dependent upon our stock price and/or total stockholder return. |
✔Stock Ownership Policy to Align |
✔Clawback Policy. In March 2021, we adopted a clawback policy under which cash- and equity-based incentive compensation of our CEO and other executive officers may be recovered by us under certain circumstances in the event of a financial restatement. ✔Ongoing Shareholder Outreach and Engagement. We proactively engage with shareholders to solicit and consider shareholder feedback regarding our board governance and executive compensation programs and policies to better understand investor viewpoints and inform discussions in the boardroom. ✔Use Double TriggerChange-in-Control Protection.Change-in-control payments and benefits to our executive officers occur only upon a qualifying termination of employment in connection with a change in control of the Company, not merely upon a change in control. |
What We Don’t Do:
✘No Executive Retirement Plans. We do not offer pension arrangements or retirement plans or arrangements to our executive officers that are different from or in addition to those offered to our other employees. |
✘Limited Perquisites. We do not view perquisites as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites to our executive officers, including our NEOs, except for limited travel stipends or limited housing and travel reimbursements for recruitment and retention purposes. |
✘No Special Health and Welfare Benefits. Our executive officers participate in our health and welfare benefits programs on the same basis as our other employees. |
✘No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including |
✘No Hedging or Pledging Our Equity Securities. We prohibit our executive officers, the members of our Board of Directors and certain other employees from hedging or pledging our |
✘No Stock OptionRe-Pricing. Our equity plans do not permit stock options to be repriced to a lower exercise or strike price without the approval of our stockholders. |
At our 20192020 Annual Meeting of Stockholders, we held anon-binding, advisory vote on the compensation of our NEOs (a“Say-on-Pay” “Say-on-Pay” vote) and, which received the support of approximately 97%78% of the votes cast approvedcast. This was significantly lower than the greater than 97% support received on the Say-on-Pay proposal in each of the previous two years. In response to the relatively lower say-on-pay vote in 2020, we reached out to multiple stockholders and key investors, with aggregate holdings of over 75% of our outstanding shares (as of September 30, 2020), to discuss our executive compensation program and practices as well as our environmental, social and governance (ESG) policies and practices, and solicit feedback on these topics. While not all stockholders accepted our invitation to engage at this time, as of April 1, 2021, we have held these calls with stockholders with aggregate holdings of over 35% of our outstanding shares (as of September 30, 2020). Our calls were led by our Chief Financial Officer, Chief Human Resources Officer and Chief Legal Officer, with the chair of our Compensation Committee also participating on a smaller number of calls. During these
Global Blood Therapeutics, Inc. ï2021 Proxy Statement31
discussions, the majority of our stockholders that we spoke with expressed support of our peer group selection and process, support for our equity programs (including utilization of options and RSUs for senior personnel and support for options as an appropriate performance-based component at this stage of our development), and appreciation of the evolution of our compensation program and the inclusion of stock ownership and clawback policies. In addition, the majority of these stockholders encouraged further disclosure on our peer group (which we have sought to address in this proxy statement), a continued focus on the role of performance-based equity in our compensation program, and continued active engagement with investors.
As a result of these stockholder discussions, as well as through the Compensation Committee’s regular annual review process, the Compensation Committee determined to take certain actions to further enhance the pay-for-performance alignment of our executive compensation program for 2018. Our2021 and beyond. Specifically, the actions taken by the Compensation Committee (and the full Board of Directors, and Compensation Committee considerin the resultcase of theSay-on-Pay vote two new policies noted below), included:
adjusting the peer group in determiningDecember 2020 following a significant shift in our market capitalization that moved us significantly below the compensationmedian of our executive officers. Based on the strong level of support for our executive compensation program demonstratedpeer group originally approved by the result of last year’sSay-on-Pay vote, among other factors, the Board of Directors and the Compensation Committee determined notin June 2020;
adding PSUs to implement significantour equity mix for executive officers to further incentivize long-term corporate performance and better align their interests with those of our stockholders; and
strengthening our corporate governance by adopting a clawback policy in March 2021, in addition to the stock ownership policy we adopted in March 2020.
We are committed to continuing our ongoing engagement with our stockholders on matters of executive compensation and corporate governance. As our stockholders’ views and market practices on executive compensation evolve, the Compensation Committee will continue to evaluate and, when needed, make changes to our executive compensation program, for 2019.ensuring that the program continues to reflect our pay-for-performance compensation philosophy and objectives.
TheAs we value the opinions of our stockholders, our Board of Directors and the Compensation Committee will continue to consider the result of theSay-on-Pay vote, as well as feedback received throughout the year, including when making compensation decisions for our executive officers in the future because we value the opinions of our stockholders.future. In addition, consistent with the recommendation of our Board of Directors and the preference of our stockholders as reflected in thenon-binding, advisory vote on the frequency of futureSay-on-Pay votes held at our 2018 Annual Meeting of Stockholders, we intend to holdcontinue holding an annualSay-on-Pay vote. Our nextSay-on-Pay vote will be held at the 2022 Annual Meeting.
Governance of Executive Compensation Program
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Role of the Compensation Committee and the Board of Directors
The Compensation Committee discharges many of the responsibilities of our Board of Directors relating to the compensation of our executive officers, including our NEOs. The Compensation Committee oversees and evaluates our compensation and benefits policies generally, and the compensation plans, policies and practices applicable to our CEO and other executive officers. As described below, the Compensation Committee retains a compensation consultant to provide support in its review and assessment of our executive compensation program.
In addition, during 2019,2020, pursuant to our Amended and Restated Equity Award Grant Policy, or Equity Award Grant Policy, the Compensation Committee delegated to a committee comprised of our CEO and another executive (which in practice has been our Chief Human Resources Officer), the authority to approve grants of equity awards to certain non-executive employees, subject to certain parameters, under the 2015 Plan and any other equity compensation plan that the Compensation Committee or the Board may determine to be subject to the policy, excluding our 2017 Inducement Equity Plan, or 2017 Inducement Plan. In January 2020, our Compensation Committee further amended and restated the Equity Award Grant Policy to provide for the delegation of such authority to a committee comprised of our CEO and at least one other executive officer, and such committee is currently comprised of our CEO and our Chief Human Resources Officer. See “Other Compensation Policies and Practices—Equity Award Grant Policy.”
At the beginning of the year, the Compensation Committee reviews and approves the primary elements of compensation—base salary increases, annual cash bonuses, and annual equity awards—for our CEO, and for all individuals at or above the level of Vice President who report directly to our CEO, which includes our other NEOs. In addition, the Compensation Committee may deem it advisable to review and approve subsequent compensation opportunities for our CEO and such other individuals.
Compensation-Setting Factors
When reviewing and approving the amount of each compensation element and the target total compensation opportunity for all individuals at or above the level of Vice President who report directly to our executive officers,CEO, which includes our other NEOs, the Compensation Committee considers the following factors:
our performance against the annual corporate goals established by the Compensation Committee in consultation with management;
322021 Proxy Statementï Global Blood Therapeutics, Inc.
each executive officer’s skills, experience and qualifications relative to other similarly-situated executives at the companies in our compensation peer group;group and/or selected broad-based compensation surveys;
the scope of each executive officer’s role compared to other similarly-situated executives at the companies in our compensation peer group;group and/or selected broad-based compensation surveys;
the performance of each individual executive officer, based on an assessment of his or her contributions to our overall performance, ability to lead his or her department and work as part of a team, all of which reflect our core values;
compensation parity among our executive officers;officers, and our employee population in general, that aligns with our commitment to diversity, equity and inclusion;
our retention goals;
our financial performance relative to our peers;
the compensation practices of our compensation peer group and selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels;levels based on competitive market data; and
the recommendations provided by our CEO with respect to the compensation of our other executive officers.
These factors provide the framework for compensation decisions for each of our executive officers, including our NEOs. The Compensation Committee does not assign relative weights or rankings to these factors, and does not consider any single factor as determinative in the compensation of our executive officers. Rather, the Compensation Committee relies on its own knowledge and judgment in assessing these factors and making compensation decisions.
Role of Management
In discharging its responsibilities, the Compensation Committee works with management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters.
In addition, at the beginning of each year, our CEO reviews the performance of our other executive officers, including our other NEOs, based on our achievement of our annual corporate goals and each executive officer’s achievement of his or her departmental and individual goals established for the prior year and his or her overall performance during that year. The Compensation Committee solicits and reviews our CEO’s recommendations for base salary increases, annual cash bonuses, annual equity awards and any other compensation opportunities for our other executive officers, including our other NEOs, and considers our CEO’s recommendations in determining such compensation.
Role of Compensation Consultant
The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program. For 2019,2020, the Compensation Committee engaged Compensia, Inc., a national compensation consulting firm, or Compensia as its compensation consultant to advise on executive compensation matters, including:
review and analysis of the compensation for our executive officers, including our NEOs;
a review and analysis of the compensation for the non-employee members of the Board of Directors, including an analysis of a proposed equity award for a returning non-employee director;
review and input on the Compensation Discussion and Analysis section of our proxy statement for our 20192020 Annual Meeting of Stockholders;
a qualitative and quantitative assessment of our Say-on-Pay proposal;
an analysis of the company original and year-to-date equity usage;
review, research, development and reviewupdating of our compensation peer group;
an evaluation of performance-based equity alternatives;
a review of market practice with respect to compensation recovery policies;
a review of market practice with respect to stock ownership guidelines;
an analysis of competitive market compensation practices for the chief medical officer and chief operating officer positions;
a compensation-related risk assessment;
an analysis of a total equity budget and equity grant guidelines for the coming year;
Global Blood Therapeutics, Inc. ï2021 Proxy Statement33
an assessment of executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments; and
support on other compensation matters as requested throughout the year.
Compensia reports directly to the Compensation Committee and to the chair of the Compensation Committee. Compensia also coordinates with our management for data collection and job matching for our executive officers. Compensia did not provide any other services to us in 2019.2020. The Compensation Committee has evaluated Compensia’s independence pursuant to the listing standards of the relevant NASDAQ and SEC rules and has determined that no conflict of interest has arisen as a result of the work performed by Compensia.
Role of Market Data
For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of public biotechnology companies that are similar to us in terms of market capitalization, stage of development, geographical location and number of employees. The Compensation Committee reviews our compensation peer group at least annually and makes adjustments to our peer group if necessary, taking into account changes in both our business and our peer companies’ businesses.
In November 2018, the Compensation Committee, with the assistance of Compensia, reviewed our compensation peer group to determine our peer group for the remainder of 2018 and for 2019. The Compensation Committee considered the increases in our market capitalization and our headcount relative to prior periods, and our potential commercial launch, as reflected in the following criteria:
publicly-traded companies headquartered in the United States;
companies in the biotechnology sector;
similar market capitalization—within a range of approximately 0.33x to approximately 3.0x our then-current market capitalization of approximately $2.35 billion (approximately $775 million to approximately $7 billion);
the stage of development of each company’s lead candidate (with a preference for companies with Phase 2 or Phase 3 clinical development programs,pre-commercial companies and commercial companies);
companies developing either orphan drugs or with a rare disease focus; and
similar headcount—within a range of approximately 0.5x to approximately 2.0x our then-current headcount of 148 employees (approximately 75 to 300 employees).
Based on a review of the analysis prepared by Compensia, the Compensation Committee approved the updated compensation peer group below for the remainder of 2018 and for 2019. This peer group was used in evaluating the 2019 annual base salary, target annual bonus opportunities and equity awards for our NEOs.
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In July 2019, the Compensation Committee, with the assistance of Compensia, reviewed our compensation peer group to determine our peer group for the remainder of 2019 and for 2020. The Compensation Committee considered our potential estimated revenues in 2020, the increase in our market capitalization and headcount and the near-commercial stage of our lead product candidate, as reflected in the following criteria:
publicly-tradedpublicly traded companies headquartered in the United States;
companies in the biotechnology and pharmaceutical sector;
similar estimated revenues in 2020—up to 4.0x our projected 2020 revenue;revenue of approximately $150 million (resulting in a range of $46 million to $600 million)—new criteria for 2019/2020;
similar market capitalization—within a range of approximately 0.33x to approximately 3.0x our then-current market capitalization of approximately $3.3 billion (approximately $1.1 billion to approximately $9.9 billion);
the stage of development of each company’s lead candidate (with a preference for companies with candidates pending approval, approved or commercialized, and excluding companies whose lead candidates were in Phase 2 or Phase 3 development);
companies developing either orphan drugs or with a rare disease focus; and
similar headcount—within a range of approximately 0.33x to approximately 3.0x our then-current headcount of 171 employees (approximately 50 to 500 employees).
Based on a review of the analysis prepared by Compensia, the Compensation Committee approved the updated compensation peer group below for the remainder of 2019 and for 2020.
2019—2020 Compensation Peer Group | ||||||||
ACADIA Pharmaceuticals Acceleron Pharma Agios Pharmaceuticals Aimmune Therapeutics Alnylam Pharmaceuticals Amicus Therapeutics bluebird bio | Coherus Biosciences Epizyme FibroGen Insmed Intercept Pharmaceuticals Nektar Therapeutics | Portola Pharmaceuticals Regenxbio Sage Therapeutics Sarepta Therapeutics Spark Therapeutics Ultragenyx Pharmaceuticals |
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The following chart illustrates that our market capitalization was at about the median against this peer group as of the time Compensia prepared its final recommendation, using the median for our company and the median for the peer group:
The Compensation Committee uses market data—from our compensation peer group and from the Radford Global Life Sciences Compensation survey—as one factor in evaluating whether the compensation for our executive officers is competitive in the market. The Compensation Committee also relies on its own knowledge and judgment in evaluating market data and making compensation decisions.
In June 2020, the Compensation Committee, with the assistance of Compensia, reviewed our compensation peer group to determine its continuing relevancy in the current economic environment. For this purpose, the Compensation Committee considered our then estimated revenues in 2021, the increase in our market capitalization and headcount and the status of Oxbryta, as reflected in the following criteria:
publicly traded companies headquartered in the United States;
companies in the biotechnology and pharmaceutical sectors;
similar estimated revenues in 2021 of less than $1.1 billion, approximately 2.5x (down from 4.0x in 2019/2020) our projected 2021 revenue;
similar market capitalization—within a range of approximately 0.33x to approximately 3.0x our then-current market capitalization of approximately $4.8 billion (approximately $1.6 billion to approximately $14.5 billion);
the stage of development of each company’s lead candidate as pending approval, approved, or commercialized, and excluding candidates in the diagnostics and animal health fields;
companies with a focus on orphan drugs or rare disease indications; and
similar headcount to our headcount of approximately 0.33x to approximately 3.0x our then-current headcount of 356 employees (approximately 120 to approximately 1,100 employees).
Based on a review of the analysis prepared by Compensia, the Compensation Committee approved the updated compensation peer group below for 2021, which was not used to make any compensation decisions.
2021 Compensation Peer Group | ||||||||
ACADIA Pharmaceuticals
Agios Pharmaceuticals Amarin Amicus Therapeutics Bluebird bio
| Blueprint Medicines Epizyme Exelixis FibroGen Insmed Immunomedics | Intercept Pharmaceuticals Nektar Therapeutics REGENXBIO Sage Therapeutics Sarepta Therapeutics Ultragenyx Pharmaceuticals |
Global Blood Therapeutics, Inc. ï2021 Proxy Statement35
In December 2020, in light of the sharp decline in our stock price starting in November 2020 (which had an impact on our market capitalization), the Compensation Committee, with the assistance of Compensia, reviewed the above compensation peer group again to determine a more suitable group of peer companies for 2021. The Compensation Committee used the same criteria that it had considered in updating the peer group in June 2020 within a range of 0.33x to approximately 3.0x our then-current market capitalization of approximately $2.7 billion (approximately $89 million to approximately $8.1 billion). Based on its review of the analysis prepared by Compensia, the Compensation Committee approved the updated compensation peer group below for 2021, which has only been used in evaluating the 2021 annual base salary, target annual bonus opportunities and equity awards for our NEOs, and was not used for setting any 2020 compensation elements.
2021 Compensation Peer Group | ||||||||
Acceleron Pharma Agios Pharmaceuticals Amarin Amicus Therapeutics bluebird bio Blueprint Medicines | Epizyme Exelixis FibroGen Insmed Intercept Pharmaceuticals Intra-Cellular Therapies | Ironwood Pharmaceuticals Nektar Therapeutics Pacira BioSciences REGENXBIO Sage Therapeutics Sorrento Therapeutics |
Primary Elements of Executive Compensation Program
The primary elements of our executive compensation program are:
base salary;
short-term incentive compensation in the form of annual cash bonuses; and
long-term incentive compensation in the form of annual equity awards.
We do not have a specific policy regarding the percentage allocation between short- and long-term, or fixed and variable, compensation elements. The balance between these components may change from year to year based on corporate strategy, company performance, market forces and company objectives, among other considerations, but consistent with our philosophy of paying for demonstrable performance, our executive compensation program emphasizes variableat-risk pay over fixed pay. For example, in 2019,2020, our CEO and other NEOs had the following target pay mix:
Our executive officers, including our NEOs, are also eligible to participate in our standard employee benefit plans, such as our health and welfare benefits plans, our 2015 Employee Stock Purchase Plan, or ESPP, and our 401(k) Plan on the same basis as our other employees. In addition, as described below, our executive officers, including our NEOs, are entitled to certainchange-in-control severance payments and benefits and certain termination payments and benefits not in connection with a change in control pursuant to our Amended and Restated Severance and Change in Control Policy.
Base Salary
We pay base salaries to our executive officers, including our NEOs, as the fixed portion of their compensation to provide them with a reasonable degree of financial certainty, and to attract and retaintop-performing individuals. At the time of hire, base salaries are determined for our executive officers, including our NEOs, based on the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. Typically, at the beginning of each year, the
362021 Proxy Statementï Global Blood Therapeutics, Inc.
Compensation Committee reviews base salaries for our executive officers, including our NEOs, based on such factors to determine if an increase is appropriate. In addition, base salaries may be adjusted in the event of a promotion or significant change in responsibilities.
20192020 Annual Base Salary
In January 2019,2020, the Compensation Committee reviewed the base salaries of our executive officers, including our NEOs. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above. In particular, the Compensation Committee consideredincreased Dr. Love’s base salary to better alignmentalign with comparable positions fromthe median of the competitive market based on the individuals holding the chief executive officer position at the companies in our compensation peer group in determining the larger base salary increases for Dr. Love and Dr. Lehrer-Graiwer.group. Effective in February 2019,2020, the Compensation Committee approved the base salaries of our NEOs except Dr. Cathers, below.
NEO | 2018 Annual Base Salary | 2019 Annual Base Salary | Percentage Increase | |||||||||
Dr. Love | $ | 575,000 |
| $ | 600,000 |
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| 4.3 | % | |||
Mr. Farrow | $ | 427,500 |
| $ | 442,500 |
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| 3.5 | % | |||
Mr. Johnson | $ | 440,000 |
| $ | 455,000 |
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| 3.4 | % | |||
Dr. Lehrer-Graiwer | $ | 400,000 |
| $ | 425,000 | (1) |
| 6.3 | % |
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In February 2019, we hired Dr. Cathers as our Chief Scientific Officer. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program-Compensation-Setting Factors” above, particularly market data from our compensation peer group for comparable positions, in approving Dr. Cathers’ annual base salary of $375,000.
NEO | 2019 Annual Base Salary | 2020 Annual Base Salary | Percentage Increase | |||
Dr. Love | $600,000 | $670,000 | 12% | |||
Mr. Farrow | $442,500 | $460,000 | 4% | |||
Mr. Johnson | $455,000 | $465,000 | 2% | |||
Ms. Choi | $420,000 | $435,000 | 4% | |||
Ms. Suvari | $405,000 | $425,000 | 5% |
The actual base salaries paid to our NEOs in 20192020 are set forth in the “Summary Compensation Table” below.
Short-Term Incentive Compensation
Annual Cash Bonuses
We provide short-term incentive compensation opportunities to our executive officers, including our NEOs, in the form of annual cash bonuses to drive our short-term success. Our annual cash bonuses for 20192020 were tied to the achievement of annual corporate and individual performance goals pursuant to our Senior Executive Cash Incentive Bonus Plan, as amended from time to time, or Cash Incentive Plan.Plan, and no adjustments were made in light of the COVID-19 pandemic.
Corporate and Individual Performance Goals
At the beginning of each year, the Compensation Committee, after reviewing management’s proposal, establishes the annual corporate performance goals that it believes will be the most significant drivers of our short- and long-term success. The corporate performance goals include target achievement dates based on
calendar quarters. Each corporate performance goal has a percentage weighting, and may include an additional percentage weighting for overachievement, based on the Compensation Committee’s assessment of the goal’s relative significance.
In addition, atEach executive officer is responsible for contributing to the beginning of each year, our CEO, in consultation with eachcorporate objectives, individually, and as part of the other executive officers, establishesleadership team. In approving individual performance goals for eachbonus awards, the compensation committee considers the individual contribution towards the company’s achievement of the othercorporate objectives by each executive officers, including our other NEOs. Theofficer (other than the CEO), with a significant weighting towards corporate as compared to individual performance goals are generally designed to align the goals of our executive officers, including our NEOs, and his or her department with the corporate goals. The Compensation Committee weights annual cash bonuses for each of our executive officers, including our NEOs, between the achievement of corporate and individual goals.as described in greater detail below. This weighting is the same for each of our executive officers, including our NEOs, who are at the same management level. Our CEO does not have individual performance goals. Rather, his annual cash bonus is based 100% on achievement of our corporate performance goals in recognition of his overall responsibility for our corporate performance.
At the beginning of the year after the corporate performance goals are established, the Compensation Committee, after reviewing management’s self-assessment, evaluates our achievement of the prior year’s corporate performance goals, and our overall success in the prior year, and determines our total percentage achievement level. Our CEO evaluates the other executive officers’,officers, including the other NEOs’, achievementNEOs, in terms of their prior year’s individual performance goals,in the prior year, and makes recommendations for a total percentage achievement level.level for each executive officer. The Compensation Committee considers our CEO’s recommendations, and independently reviews and approves the total percentage achievement level for each of the other executive officers, including our other NEOs.
Target Annual Bonuses
The target annual bonus is determined for each of our executive officers, including our NEOs, at the time of hire as well as at the beginning of each year, by reference to then applicable Cash Incentive Plan, which sets out the target annual bonuses for employees by position level. In approving the Cash Incentive Plan, the Compensation Committee considers the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, with an emphasis on market data from our
Global Blood Therapeutics, Inc. ï2021 Proxy Statement37
compensation peer group for comparable positions. Target annual bonuses are the same for executive officers, including our NEOs, who are at the same level, and represent a specific percentage of annual base salary.
Annual Cash Bonus Formula
The Compensation Committee uses the following formula to calculate annual cash bonuses for each of our executive officers, including our NEOs:
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2019 Corporate Performance Goals
In January 2019, our Board of Directors approved our 2019 annual corporate performance goals and weightings as set forth below.
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2019 Target Annual Bonus
In January 2019,2020, the Compensation Committee reviewed the target annual bonuses of our executive officers, including our NEOs. The Compensation Committee considered the factors described in “Governance of Executive Compensation Program—Compensation-Setting Factors” above, particularly market data from the companies in our compensation peer group, and approved the 20192020 target annual bonuses of our NEOs, except Dr. Cathers,NEOs.
2019 | 2020 | ||||||||||||||||||||||||
NEO | Target Annual Bonus | Goal Weighting Corporate/Individual | Target Annual Bonus | Goal Weighting Corporate/Individual | |||||||||||||||||||||
Dr. Love | 60% | 100%/0% | 70% | 100%/0% | |||||||||||||||||||||
Mr. Farrow | 40% | 75%/25% | 50% | 80%/20% | |||||||||||||||||||||
Mr. Johnson | 40% | 75%/25% | 50% | 80%/20% | |||||||||||||||||||||
Ms. Choi | 40% | 75%/25% | 50% | 80%/20% | |||||||||||||||||||||
Ms. Suvari | 40% | 75%/25% | 50% | 80%/20% |
Annual Cash Bonus Formula
The Compensation Committee uses the following formula to calculate annual cash bonuses for each of our executive officers, including our NEOs:
382021 Proxy Statementï Global Blood Therapeutics, Inc.
2020 Corporate Performance Goals
In January 2020, our Board of Directors approved our 2020 annual corporate performance goals and weightings as set forth below.
NEO | 2018 Target Annual Bonus | 2019 Target Annual Bonus | ||||||
Dr. Love |
| 60 | % |
| 60 | % | ||
Mr. Farrow |
| 40 | % |
| 40 | % | ||
Mr. Johnson |
| 40 | % |
| 40 | % | ||
Dr. Lehrer-Graiwer |
| 35 | % |
| 40 | %(1) |