UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
201 Mission200 Pine Street, Suite 2375,400, San Francisco, CA 9410594104
Tel: 415.371.8300 ·• Fax: 415.371.8311www.jaguar.health.comhttps://jaguar.health
November [ ], 2017
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JAGUAR HEALTH, INC.
200 Pine Street201 Mission Street
Suite 2375400
San Francisco, CA 9410594104
In addition, stockholders may be asked to consider5); and vote upon such
Information relating to the above matters is set forth in the attached Proxy Statement, which such Proxy Statement is incorporated herein by reference.
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 21, 2024. The proxy materials are available at https://jaguarhealth.gcs-web.com/financial-information/annual-reports | | |
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San Francisco, California
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
jaguarhealth.gcs-web.com/financial- information/annual-reports.
May 29, 2024.
Statement and related materials refers only to Jaguar'sthe Company’s voting Common Stockcommon stock and does not include Jaguar'sthe Company’s convertible non-voting common stock.
The share, per share and exercise price information in this proxy does not reflect any implementation of the Proposed Reverse Stock Split (as defined below) previously approved by stockholders at a Special Meeting of Stockholders held on April 9, 2024.
(v)”FOR” the approval of a proposal to grant discretionary authority for the Company to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposal 4.
Proposals 1 and 2 are considered "non-routine" matters. Therefore, if you hold your shares in street name and do not give your Any broker specific voting instructions with respect to Proposals 1 and/or 2, your sharesnon-vote will not be voted, resulting in broker non-votes. Broker non-votes also will not be counted as present at the Annual Meeting for purposes of determining a quorum, atbut will not be treated as votes cast with respect to non-routine matters.
Required Vote
Proposal 1
In voting with regard toappointment of RBSM as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2) and the proposal to approve pursuant to Nasdaq Listing Rules 5635(b) and (d),discretionary authority for the issuance of up to an aggregate of 17,808,144 shares of Jaguar Common Stock that may be issued to (i) Chicago Venture Partners, L.P. ("CVP") upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the Convertible Promissory Note, due August 2, 2018, issued by Jaguar to CVP in the original principal amount of $2,155,000 (the "CVP Note"), subject to the terms of the CVP Note, and (ii) Iliad Research and Trading, L.P. ("Iliad"), an affiliate of CVP, upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the Convertible Promissory Note proposed to be issued by Jaguar to Iliad in the original principal amount of $1,375,000 (the "Iliad Note"), subject to the terms of the Iliad Note, such aggregate shares constituting approximately 19.9% of our outstanding shares of Common Stock assuming conversion of the non-voting common stock, you may vote in favor of the proposal, vote against the proposal or abstain from voting.
The vote required to approve Proposal 1 is governed by Delaware law, Nasdaq Listing Rules, our Second Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws and is the affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Special Meeting, provided a quorum is present. As a result, abstentions will be considered in determining whether a quorum is present and the number of votes required to obtain the necessary majority vote and therefore will have the same legal effect as voting against Proposal 1.
Proposal 2
In voting with regard to the proposal to grant discretionary authorityCompany to adjourn the SpecialAnnual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the SpecialAnnual Meeting to approve Proposal 4 (Proposal 5) are considered routine matters and brokers will be permitted to vote in their discretion on these matters on behalf of beneficial owners who have not furnished voting instructions at least 10 days before the date of the Annual Meeting. In contrast, the proposal to elect the Class III director (Proposal 1), the proposal to approve, on an advisory basis, the compensation paid to our named executive officers (Proposal 3) and the proposal to approve an amendment to the Company’s 2014 Stock Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2014 Plan by [•] shares (Proposal 4) are not considered “routine” matters and brokers do not have discretionary authority to vote on behalf of beneficial owners on such matters.
5.
Except as otherwise set forth below, the address of each beneficial owner listed in the table below is c/o Jaguar Health, Inc., 201 Mission200 Pine Street, Suite 2375,400, San Francisco, California 94105.
| | | Voting Common Stock | | |||||||||
Name and address of beneficial owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% Stockholders: | | | | | | | | | | | | | |
GEN ILAC VE SAGLIK URUNLERI SANAYI VE TICARET ANONIM SIRKETI (A.S)(1) | | | | | 16,666,666 | | | | | | 5.38% | | |
Named executive officers and directors: | | | | | | | | | | | | | |
Lisa A. Conte(2) | | | | | 12,151 | | | | | | * | | |
Pravin Chaturvedi, Ph.D.(3) | | | | | 2,822 | | | | | | | | |
Steven R. King, Ph.D(4) | | | | | 3,539 | | | | | | * | | |
Jonathan S. Wolin(5) | | | | | 2,994 | | | | | | * | | |
James J. Bochnowski(6) | | | | | 6,340 | | | | | | * | | |
Jonathan B. Siegel(7) | | | | | 3,089 | | | | | | * | | |
John Micek III(8) | | | | | 2,297 | | | | | | * | | |
Anula Jayasuriya(9) | | | | | 1,718 | | | | | | * | | |
All current executive officers and directors as a group (8 persons)(10) | | | | | 34,950 | | | | | | * | | |
Name and address of beneficial owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
---|---|---|---|---|---|---|---|
5% Stockholders: | |||||||
Entities affiliated with Kingdon Capital Management L.L.C.(1) | 25,457,532 | 35.8 | % | ||||
Invesco Ltd. | 6,297,603 | 13.4 | % | ||||
Nantucket Investments Limited | 4,884,245 | 10.4 | % | ||||
Named executive officers and directors: | |||||||
James J. Bochnowski(2) | 807,843 | 1.7 | % | ||||
Lisa A. Conte(3) | 508,882 | 1.1 | % | ||||
Jiahao Qiu(4) | 9,389 | —* | |||||
Zhi Yang, Ph.D.(5) | 1,571,825 | 3.4 | % | ||||
Folkert W. Kamphuis(6) | 106,952 | —* | |||||
Steven R. King, Ph.D.(7) | 167,220 | —* | |||||
John Micek III(8) | 57,418 | —* | |||||
Ari Azhir, Ph.D.(9) | 32,683 | —* | |||||
Karen S. Wright(10) | 60,162 | —* | |||||
Roger Waltzman | 0 | —* | |||||
All current executive officers and directors as a group (10 persons)(11) | 3,322,375 | 6.9 | % |
At the Special Meeting, holdersBoard of our Common Stock will be asked to approveDirectors may designate a substitute nominee (in which event the issuance of up to an aggregate of 17,808,144 shares of our Common Stock that may be issued to (i) CVP upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the CVP Note, subject to the terms of the CVP Note, and (ii) Iliad upon conversion and/or redemption of the outstanding balance (including interest thereon), or any portion thereof, of the Iliad Note, subject to the terms of the Iliad Note. All per share dollar figures included in this Proposal 1are subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions.
Background
CVP Note
On June 29, 2017, prior to our acquisition of Napo Pharmaceuticals, Inc. through a merger, we entered into a definitive agreement with CVP for the issuance of the CVP Note at a purchase price of $1,700,000. Under the terms of the CVP Note, the noteholder may convert any amount of the outstanding balance of the CVP Note (including interest thereon) into shares of Jaguar common stock at a conversion price of $1.00 per share at any time after the earlier of (i) December 29, 2017 and (ii) the effective date of the resale registration statement that Jaguar has filed to register the resale of shares issuable upon conversion of the CVP Note (the "Resale S-3 Effective Date"). In addition, beginningpersons named on the earlier of (i) December 29, 2017 and (ii)enclosed proxy card will vote the Resale S-3 Effective Date, CVP will have the right to redeem a portion of the outstanding balance of the CVP Note (including interest thereon) in any amount up to $350,000 per month. If redemption is made prior to December 29, 2017, the redemption must be satisfied in Jaguar stock valued at $1.00 per share. After December 29, 2017, the redemption(s) may be satisfied in cash or stock valued at $1.00 per share, atshares represented by all valid proxy cards for the election of Jaguar; provided, however, that ifsuch substitute nominee), allow the vacancy to remain open until a suitable candidate is located, or by resolution provide for a lesser number of directors or fill the vacancy. The nominee for director is, at present, a director of Jaguar stockand has been nominated by our Nominating and Corporate Governance Committee and ratified by our full Board.
Iliad Note
Our management is in the process of negotiating a definitive agreement with Iliad, an affiliate of CVP (collectively, the "Funds"), for the issuance of the Iliad Note in the original principal amount of $1,375,000 for a purchase price of $1,100,000. Under the terms of the Iliad Note, the noteholder may convert any amount of the outstanding balance of the Iliad Note (including interest thereon) into shares of Jaguar common stock at a conversion price of $0.52 per share at any time commencing six months after the date that Iliad delivers the purchase price of the Iliad Note to Jaguar (the "Iliad Note Purchase Price Date").
In addition, beginning on the earlier of (i) the effective date of the resale registration statement that Jaguar has agreed to file to register the resale of shares issuable upon conversion of the Iliad Note or (ii) January 31, 2018, Iliad will have the right to redeem a portion of the outstanding balance of the Iliad Note in any amount up to $500,000 per month less the amount of any redemptions by CVP under
the CVP Note during such month. If redemption is made prior to January 31, 2018, the redemption must be satisfied in Jaguar Common Stock valued at $0.52 per share. After January 31, 2018, the redemption(s) may be satisfied in cash or stock, at the election of Jaguar; provided, however, that if Jaguar Common Stock is trading below $0.52 per share, then Jaguar must pay the redemption in cash, unless the parties consent to a different conversion price in accordance with the terms of the Iliad Note.
Stockholder Approval Requirement
Pursuant to Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance of securities will result in a change of control of Jaguar. Nasdaq defines a "change of control" as occurring when, as a result of an issuance, an investor or group would own, or have the right to acquire 20% or more of the outstanding shares of common stock or the voting power of a company, and such ownership or voting power would be the largest ownership position. The issuanceholders of shares of Common Stock and Series J Preferred Stock (on an as converted to CVP uponCommon Stock basis, subject to the conversion or redemptionVoting Cap) represented and entitled to vote at the Annual Meeting, voting as a single class, provided a quorum is present. As a result, in accordance with Delaware law, votes that are withheld will be counted in determining whether a quorum is present but will have no other effect on the vote for Proposal I. Stockholders have no right to cumulative voting as to any matter, including the election of Anula Jayasuriya as the Class III director.
Name | | | Age | | | Position | |
James J. Bochnowski(1)(2)(3) | | | 80 | | | Chairman of the Board (Class I) | |
Lisa A. Conte | | | 65 | | | Chief Executive Officer, President and Director (Class I) | |
John Micek III(1)(3) | | | 70 | | | Director (Class II) | |
Jonathan B. Siegel(1)(2) | | | 50 | | | Director (Class I) | |
Anula Jayasuriya | | | 67 | | | Director (Class III) | |
| | | Years ended December 31, 2023 | | | Years ended December 31, 2022 | | ||||||
Audit Fees | | | | $ | 380,000 | | | | | $ | 250,000 | | |
Audit Related Fees | | | | | 45,000 | | | | | | 15,000 | | |
Tax Fees | | | | | — | | | | | | — | | |
All Other Fees | | | | | — | | | | | | — | | |
Total | | | | $ | 425,000 | | | | | $ | 265,000 | | |
Pursuant to Nasdaq Listing Rule 5635(d), stockholder approval is also requirednon-audit services provided by the independent registered public accounting firm prior to the issuancereceipt of securities in connection with a transaction other than a public offering involving: (i)such services.
On June 29, 2017, there were 17,482,501 sharesindependence of our Common Stock issued and outstanding. Accordingly, our issuance of more than 3,496,500 shares under the CVP Note and Iliad Note requires the approval of our stockholders under Nasdaq Listing Rules 5635(b) and (d), assuming that the CVP Note and Iliad Note transactions are integrated for purposes of the Nasdaq rules. As of November 1, 2017, there were 46,870,262 shares of our Common Stock issued and outstanding. This does not include 42,617,893 shares of our non-voting common stock that were outstanding as of November 1, 2017.
We are, therefore, seeking stockholder approval for the issuance of upRBSM.
Required Vote of Stockholders
To approve the issuance of up to an aggregate of 17,808,144 shares of Jaguar Common Stock that may be issued to the Funds upon conversion and/or redemption of the CVP Note and the Iliad Note,
Proposal 2 is the affirmative vote of the holders of a majority in voting power of the votes cast at the Annual Meeting by the holders entitled to vote thereon, provided a quorum is present. As a result, abstentions will be considered in determining whether a quorum is present but will have no effect on the vote for Proposal 2.
Annual Meeting.
Annual Meeting.
Name | | | Audit | | | Compensation | | | Nominating | |
Lisa A. Conte | | | | | | | | | | |
James J. Bochnowski | | | ✓ | | | ✓* | | | ✓ | |
John Micek III | | | ✓ *† | | | | | | ✓ | |
Jonathan B. Siegel | | | ✓ | | | ✓ | | | | |
Anula Jayasuriya | | | | | | | | | | |
| Board Diversity Matrix (As of March 31, 2024) | | |||
| Total Number of Directors: | | | 5 | |
| | | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | | | | | |
Directors | | | 2 | | | 2 | | | 0 | | | 1 | |
Part II: Demographic Background | | | | | | | | | | | | | |
African American or Black | | | 0 | | | 0 | | | 0 | | | 0 | |
Alaskan Native or Native American | | | 0 | | | 0 | | | 0 | | | 0 | |
Asian | | | 0 | | | 0 | | | 0 | | | 0 | |
Hispanic or Latinx | | | 0 | | | 0 | | | 0 | | | 0 | |
Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | 0 | | | 0 | |
White | | | 3 | | | 0 | | | 0 | | | 0 | |
Two or More Races or Ethnicities | | | 0 | | | 0 | | | 0 | | | 0 | |
LGBTQ+ | | | 0 | | |||||||||
Did Not Disclose Demographic Background | | | 2 | |
Name | | | Age | | | Position | |
Lisa A. Conte | | | 65 | | | Chief Executive Officer, President and Director | |
Steven R. King, Ph.D. | | | 66 | | | Chief of Sustainable Supply, Ethnobotanical Research and Intellectual Property and Secretary | |
Carol R. Lizak | | | 60 | | | Chief Financial Officer | |
Jonathan S. Wolin | | | 62 | | | Chief of Staff, General Counsel and Chief Compliance Officer | |
Pravin Chaturvedi, Ph.D. | | | 61 | | | Chief Scientific Officer; Chair of Scientific Advisory Board | |
| | | Year | | | Salary ($) | | | Bonus ($) | | | Option awards ($) | | | Stock awards ($) | | | All other compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
Lisa A. Conte President & Chief Executive Officer | | | | | 2023 | | | | | | 576,374 | | | | | | — | | | | | | — | | | | | | 205,190 | | | | | | 34,290 | | | | | | 815,854 | | |
| | | 2022 | | | | | | 566,205 | | | | | | 160,140 | | | | | | — | | | | | | 327,403 | | | | | | 33,658 | | | | | | 1,087,406 | | | ||
| | | 2021 | | | | | | 526,775 | | | | | | 185,000 | | | | | | 1,508,111 | | | | | | 805,950 | | | | | | 33,822 | | | | | | 3,059,658 | | | ||
Pravin Chaturvedi, Ph.D. Chief Scientific Officer | | | | | 2023 | | | | | | 465,500 | | | | | | — | | | | | | — | | | | | | 109,222 | | | | | | 52,412 | | | | | | 627,134 | | |
| | | 2022 | | | | | | 387,917 | | | | | | 80,560 | | | | | | — | | | | | | 101,613 | | | | | | 39,721 | | | | | | 609,811 | | | ||
| | | 2021 | | | | | | — | | | | | | 102,180 | | | | | | 335,229 | | | | | | 179,100 | | | | | | 265,000 | | | | | | 881,509 | | | ||
Steven R. King, Ph.D. Chief, Sustainable Supply, Ethnobotanical Research & Intellectual Property | | | | | 2023 | | | | | | 352,900 | | | | | | — | | | | | | — | | | | | | 85,139 | | | | | | 53,496 | | | | | | 491,535 | | |
| | | 2022 | | | | | | 342,650 | | | | | | 96,385 | | | | | | — | | | | | | 71,386 | | | | | | 49,705 | | | | | | 560,126 | | | ||
| | | 2021 | | | | | | 308,925 | | | | | | 117,000 | | | | | | 446,273 | | | | | | 238,651 | | | | | | 54,782 | | | | | | 1,165,631 | | | ||
Jonathan Wolin Chief of Staff, General Counsel & Chief Compliance Officer | | | | | 2023 | | | | | | 396,520 | | | | | | — | | | | | | — | | | | | | 105,176 | | | | | | 61,093 | | | | | | 562,789 | | |
| | | 2022 | | | | | | 383,590 | | | | | | 104,248 | | | | | | — | | | | | | 101,652 | | | | | | 55,004 | | | | | | 644,494 | | | ||
| | | 2021 | | | | | | 335,850 | | | | | | 117,792 | | | | | | 222,927 | | | | | | 119,102 | | | | | | 51,174 | | | | | | 846,845 | | |
| | | Options Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options | | | Option exercise price | | | Stock Option expiration date | | ||||||||||||
| | | Exercisable | | | Unexercisable | | ||||||||||||||||||
Lisa A. Conte | | | 9/22/2016 | | | | | 1 | | | | | | —(1) | | | | | $ | 295,312.50 | | | | 9/22/2026 | |
| 12/21/2017 | | | | | 1 | | | | | | —(2) | | | | | $ | 29,153.25 | | | | 12/21/2027 | | ||
| 3/12/2018 | | | | | 13 | | | | | | —(3) | | | | | $ | 132,300.00 | | | | 3/12/2028 | | ||
| 6/01/2018 | | | | | 28 | | | | | | —(4) | | | | | $ | 42,943.95 | | | | 6/01/2028 | | ||
| 7/24/2019 | | | | | 4,631 | | | | | | —(6) | | | | | $ | 389.25 | | | | 7/24/2029 | | ||
| 3/20/2020 | | | | | 1,010 | | | | | | —(8) | | | | | $ | 100.35 | | | | 3/20/2030 | | ||
| 4/05/2021 | | | | | 1,700 | | | | | | —(9) | | | | | $ | 447.75 | | | | 4/05/2031 | | ||
Pravin Chaturvedi, Ph.D. | | | 7/24/2019 | | | | | 964 | | | | | | —(6) | | | | | $ | 389.25 | | | | 7/24/2020 | |
| 3/20/2020 | | | | | 210 | | | | | | —(8) | | | | | $ | 100.35 | | | | 3/20/2030 | | ||
| 4/5/2021 | | | | | 377 | | | | | | —(9) | | | | | $ | 447.75 | | | | 4/5/2031 | | ||
Steven R. King, Ph.D. | | | 3/12/2018 | | | | | 5 | | | | | | —(3) | | | | | $ | 132,300.00 | | | | 3/12/2028 | |
| 6/01/2018 | | | | | 8 | | | | | | —(4) | | | | | $ | 42,943.95 | | | | 6/01/2028 | | ||
| 7/24/2019 | | | | | 1,543 | | | | | | —(6) | | | | | $ | 389.25 | | | | 7/24/2029 | | ||
| 3/20/2020 | | | | | 336 | | | | | | —(8) | | | | | $ | 100.35 | | | | 3/20/2030 | | ||
| 4/05/2021 | | | | | 503 | | | | | | —(9) | | | | | $ | 447.75 | | | | 4/05/2031 | | ||
Jonathan Wolin | | | 11/28/2018 | | | | | 6 | | | | | | —(5) | | | | | $ | 6,930.00 | | | | 11/28/2028 | |
| 7/24/2019 | | | | | 1,156 | | | | | | —(6) | | | | | $ | 389.25 | | | | 7/24/2029 | | ||
| 9/5/2019 | | | | | 192 | | | | | | —(7) | | | | | $ | 270.00 | | | | 9/05/2029 | | ||
| 3/20/2020 | | | | | 252 | | | | | | —(8) | | | | | $ | 100.35 | | | | 3/20/2030 | | ||
| 4/5/2021 | | | | | 251 | | | | | | —(9) | | | | | $ | 447.75 | | | | 4/5/2031 | |
| | | Equity Compensation Plan Information | | |||||||||||||||
Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted Average exercise price of outstanding options, warrants and rights ($) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders(1): | | | | | 26,264 | | | | | $ | 609.99 | | | | | | 141,353(2) | | |
Equity compensation plans not approved by security holders(3): | | | | | 1,512 | | | | | $ | 346.17 | | | | | | 484,829(2) | | |
Total | | | | | 27,776 | | | | | $ | 595.63 | | | | | | 626,182 | | |
| | | Equity Compensation Plan Information | | |||||||||||||||
Plan category | | | Number of securities to be issued upon exercise of outstanding stock awards (restricted stock units) | | | Weighted Average exercise price of outstanding stock awards (restricted stock units) ($) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders(1): | | | | | 26,533 | | | | | $ | 607.22 | | | | | | 6,284(2) | | |
Equity compensation plans not approved by security holders(3): | | | | | 1,546 | | | | | $ | 344.10 | | | | | | 5,108(2) | | |
Total | | | | | 28,079 | | | | | $ | 592.73 | | | | | | 11,392 | | |
| | | Equity Compensation Plan Information | | |||||||||||||||
Plan category | | | Number of securities to be issued upon exercise of outstanding stock awards (restricted stock units) | | | Weighted Average exercise price of outstanding stock awards (restricted stock units) ($) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities referenced in column (a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders(1): | | | | | 43,024 | | | | | $ | 71.70 | | | | | | —(2) | | |
Equity compensation plans not approved by security holders(3): | | | | | 1,841 | | | | | $ | 32.55 | | | | | | —(2) | | |
Total | | | | | 44,865 | | | | | $ | 70.09 | | | | | | —(2) | | |
Year | | | Summary Compensation Table Total for PEO ($)(1)(2)(3) | | | Compensation Actually Paid to PEO ($)(1)(3)(4) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(1)(2)(3) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(1)(3)(4) | | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(5) | | | Net Loss ($) Attributable to Common Stockholders ($)(6)(7) (in thousands) | | ||||||||||||||||||
2023 | | | | $ | 815,854 | | | | | $ | 611,189 | | | | | $ | 560,486 | | | | | $ | 472,646 | | | | | $ | 0.08 | | | | | $ | (41.30) | | |
2022 | | | | $ | 1,087,406 | | | | | $ | 491,160 | | | | | $ | 592,096 | | | | | $ | 442,188 | | | | | $ | 3.55 | | | | | $ | (47.45) | | |
2021 | | | | $ | 3,059,658 | | | | | $ | 1,356,572 | | | | | $ | 929,294 | | | | | $ | 598,918 | | | | | $ | 42.54 | | | | | $ | (52.60) | | |
Fiscal Year 2023 | | | PEO | | | Non-PEO NEOs | | ||||||
SCT Total | | | | $ | 815,854 | | | | | $ | 560,486 | | |
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT | | | | $ | 205,190 | | | | | $ | 99,846 | | |
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | | | | $ | 58,078 | | | | | $ | 28,261 | | |
Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | | | | $ | (38,102) | | | | | $ | (10,841) | | |
Add: Fair value as of vest date of awards granted and vested in the fiscal year | | | | $ | 0 | | | | | $ | 0 | | |
Fiscal Year 2023 | | | PEO | | | Non-PEO NEOs | | ||||||
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | | | | $ | (19,451) | | | | | $ | (5,414) | | |
Less: Forfeitures during fiscal year equal to prior fiscal year-end value | | | | $ | 0 | | | | | $ | 0 | | |
Total Adjustments | | | | $ | (204,665) | | | | | $ | (87,840) | | |
Compensation Actually Paid* | | | | $ | 611,189 | | | | | $ | 472,646 | | |
Fiscal Year 2022 | | | PEO | | | Non-PEO NEOs | | ||||||
SCT Total | | | | $ | 1,087,406 | | | | | $ | 592,096 | | |
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT | | | | $ | 327,403 | | | | | $ | 97,811 | | |
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | | | | $ | 52,685 | | | | | $ | 16,390 | | |
Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | | | | $ | (91,523) | | | | | $ | (18,798) | | |
Add: Fair value as of vest date of awards granted and vested in the fiscal year | | | | $ | 0 | | | | | $ | 0 | | |
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | | | | $ | (101,440) | | | | | $ | (23,499) | | |
Less: Forfeitures during fiscal year equal to prior fiscal year-end value | | | | $ | (128,565) | | | | | $ | (26,190) | | |
Total Adjustments | | | | $ | (596,246) | | | | | $ | (149,908) | | |
Compensation Actually Paid* | | | | $ | 491,160 | | | | | $ | 442,188 | | |
Fiscal Year 2021 | | | PEO | | | Non-PEO NEOs | | ||||||
SCT Total | | | | $ | 3,059,658 | | | | | $ | 929,294 | | |
Less: Amount reported under the “Stock Awards” & “Option Awards” columns in the SCT | | | | $ | 2,314,061 | | | | | $ | 456,327 | | |
Add: Fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | | | | $ | 327,531 | | | | | $ | 64,655 | | |
Add: Change in fair value as of fiscal year-end, compared to prior fiscal year-end, of awards granted in any prior fiscal year that are outstanding and unvested as of the end of the fiscal year | | | | $ | (140,704) | | | | | $ | (37,996) | | |
Add: Fair value as of vest date of awards granted and vested in the fiscal year | | | | $ | 182,253 | | | | | $ | 35,997 | | |
Add: Change in fair value as of vesting date, compared to prior fiscal year-end, of awards granted in any prior fiscal year for which all vesting conditions were satisfied at fiscal year-end or during the fiscal year | | | | $ | 241,894 | | | | | $ | 63,295 | | |
Less: Forfeitures during fiscal year equal to prior fiscal year-end value | | | | $ | 0 | | | | | $ | 0 | | |
Total Adjustments | | | | $ | (1,703,086) | | | | | $ | (330,376) | | |
Compensation Actually Paid* | | | | $ | 1,356,572 | | | | | $ | 598,918 | | |
| | | Year | | | Fees Earned or Paid in Cash ($) | | | Option awards ($)(1) | | | Stock awards ($)(2) | | | Total ($) | | |||||||||||||||
James J. Bochnowski | | | | | 2023 | | | | | | 100,000 | | | | | | — | | | | | | 40,980 | | | | | | 140,980 | | |
| | | 2022 | | | | | | 87,500 | | | | | | — | | | | | | 49,795 | | | | | | 137,295 | | | ||
| | | 2021 | | | | | | 33,333 | | | | | | 91,372 | | | | | | 48,825 | | | | | | 173,530 | | | ||
John Micek III | | | | | 2023 | | | | | | 65,000 | | | | | | — | | | | | | 36,677 | | | | | | 101,677 | | |
| | | 2022 | | | | | | 56,875 | | | | | | — | | | | | | 44,543 | | | | | | 101,418 | | | ||
| | | 2021 | | | | | | 21,667 | | | | | | 84,323 | | | | | | 44,919 | | | | | | 150,909 | | | ||
Jonathan B. Siegel | | | | | 2023 | | | | | | 67,500 | | | | | | — | | | | | | 36,677 | | | | | | 104,177 | | |
| | | 2022 | | | | | | 59,063 | | | | | | — | | | | | | 44,543 | | | | | | 103,606 | | | ||
| | | 2021 | | | | | | 22,501 | | | | | | 84,323 | | | | | | 44,919 | | | | | | 151,743 | | | ||
Anula Jayasuriya | | | | | 2023 | | | | | | 40,000 | | | | | | — | | | | | | 37,605 | | | | | | 77,605 | | |
| | | 2022 | | | | | | 20,000 | | | | | | — | | | | | | — | | | | | | 20,000 | | | ||
| | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | Audit Committee: | |
| | | | John Micek III, Chairperson James J. Bochnowski Jonathan B. Siegel | |
the 2025 Annual Meeting of Stockholders.
jaguarhealth.gcs-web.com/financial-information/annual-reports.
proxies on the enclosed form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment of what is in the best interest of the Company.
| | ||
| | By Order of the Board of Directors. | |
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![]() Lisa A. Conte Chief Executive Officer & President | |