UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM10-K/A
(Amendment No. 1)
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended June 30, 2019
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:001-36370
APPLIED GENETIC TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 59-3553710 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
14193 NW 119th Terrace, Suite 10, Alachua, Florida 32615
(Address of Principal Executive Offices, Including Zip Code)
(386)462-2204
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of class | Trading Symbol(s) | Name of exchange on which registered | ||
| Common Stock, $0.001 par value | AGTC | Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting common shares held bynon-affiliates of the registrant was approximately $44.9 million, computed by reference to the closing sale price of the common stock as reported by The Nasdaq Global Market on December 31, 2018, the last trading day of the registrant’s most recently completed second fiscal quarter. The Company has nonon-voting common shares.
The number of shares of the registrant’s common stock outstanding as of October 16, 2019 was 18,218,402.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANANTORY NOTE
This Amendment No. 1 to Form10-K (this “Amendment”) amends the Annual Report on Form10-K for the fiscal year ended June 30, 2019 originally filed on September 26, 2019 (the “Original Filing”) by Applied Genetic Technologies Corporation (“AGTC”, the “Company”, “we”, or “us”). We are filing this Amendment to present the information required by Part III of Form10-K as we will not file our definitive proxy statement within 120 days of the end of our fiscal year ended June 30, 2019.
Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Filing, and accordingly, should be read in conjunction with the Original Filing. As required by Rule12b-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and our principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
APPLIED GENETIC TECHNOLOGIES CORPORATION
ANNUAL REPORT ON FORM10-K
FOR FISCAL YEAR ENDED JUNE 30, 2019
| Page | ||||||
Item 10. | 1 | |||||
Item 11. | 4 | |||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 10 | ||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 12 | ||||
Item 14. | 13 | |||||
Item 15. | 14 | |||||
| 18 | ||||||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
The following biographical descriptions set forth certain information with respect to our directors and our executive officers who are not directors.
Name | Age | Position | ||
| Susan Washer | 58 | President, Chief Executive Officer and Director | ||
| William Sullivan | 48 | Chief Financial Officer | ||
| Stephen Potter | 63 | Vice President and Chief Business Officer | ||
| Mark Shearman, Ph.D. | 58 | Chief Scientific Officer | ||
| Brian Krex | 52 | General Counsel | ||
| Theresa Heah | 41 | Chief Medical Officer | ||
| William Aliski, MPA (1) | 72 | Director | ||
| Ed Hurwitz (1)(2) | 55 | Director | ||
| Scott Koenig, M.D., Ph.D. (1)(3) | 67 | Chairman of the Board of Directors | ||
| Ivana Magovcevic-Liebisch, Ph.D. (2)(3) | 52 | Director | ||
| James Rosen (3) | 50 | Director | ||
| Anne VanLent (2) | 71 | Director |
| (1) | Member of the Nominating and Corporate Governance Committee. |
| (2) | Member of the Audit Committee. |
| (3) | Member of the Compensation Committee. |
Executive Officers
Susan Washer has served as our President and Chief Executive Officer since March 2002 and as a member of our board of directors since November 2003. Prior to becoming our President and Chief Executive Officer, Ms. Washer served as our Chief Operating Officer from October 2001 to March 2002. From August 1996 to October 2001, Ms. Washer was President and Chief Executive Officer of Scenic Productions Inc., a specialty construction firm providing sculpting, painting and construction services to the entertainment industry. From June 1994 to August 1996, Ms. Washer served as the Founding Executive Director and then Business Advisor for the North Florida Technology Innovation Center, a public-private organization financing and providing services to entrepreneurial companies licensing technology from Florida universities. From October 1983 to June 1994, Ms. Washer served in various research and pharmaceutical management positions with Abbott Laboratories and Eli Lilly and Company. Ms. Washer has also served on the board of Histogenics Corporation since April 2018. Ms. Washer received a B.S. in biochemistry from Michigan State University and an M.B.A. from the University of Florida. We believe that Ms. Washer’s education and professional background in science and business management, her years of experience in the pharmaceutical and biotechnology industries, her service as a senior executive of entrepreneurial companies and her extensive knowledge of our company and its business qualify her to serve as a member of our board of directors.
William Sullivanhas served as our Chief Financial Officer since August 2017. Prior to joining AGTC, Mr. Sullivan worked at Merrimack Pharmaceuticals Inc. from November 2007 to April of 2017 where he held a number of positions of increasing responsibility including Controller, Vice President of Finance, Treasurer, Chief Financial Officer and Head of Finance. Mr. Sullivan began his career at Arthur Andersen LLP, where he obtained his certified public accountant license. Mr. Sullivan holds an M.B.A. and an M.S. in accounting from Northeastern University’s Graduate School of Professional Accounting and a B.A. from Williams College.
Stephen Potter has served as our Vice President and Chief Business Officer since January 2015. Prior to joining us, Mr. Potter was employed most recently by NeoStem, Inc., a developer of cell-based therapeutics, where he served as Executive Vice President from July 2013 to February 2015, and was a member of the Board of Directors from January 2013 to July 2013. Previously, Mr. Potter was Senior Vice President of Operations and Corporate Development for Osiris Therapeutics, Inc., from February 2011 to November 2012, where he was part of the senior leadership team that achieved
1
approval of the first-ever stem cell drug therapy, Prochymal. He was also responsible for the launch and overall management of theBio-Surgery business unit as well as operational oversight for multiple functional areas including manufacturing, human resources, IT, legal, and business development. From 2006 through 2010, Mr. Potter served as Senior Vice President of Corporate and Business Development at Genzyme Corporation and as Vice President of Corporate and Business Development. While at Genzyme, he was the senior leader for its global corporate and business development team that provided strategic and transaction support, including support for many of Genzyme’s gene and cell therapy opportunities. Mr. Potter has also held positions at DuPont Pharmaceuticals, E.I. Dupont de Nemours and Company, Inc., and Booz Allen & Hamilton. Mr. Potter earned a B.S. from University of Massachusetts and an MBA from Harvard Business School.
Mark Shearman has served as our Chief Scientific Officer since June 1, 2015. From August 2009 until June 2015, Dr. Shearman served as Senior Vice President of Research & Early Development of EMD Serono, Inc., the U.S. and Canadian subsidiary of Merck KGaA. Prior his time at EMD Serono, Dr. Shearman was Executive Director of Merck & Co. Research Laboratories, Boston, from January 2006 to July 2009 and Senior Director at the Merck Sharp & Dohme Research Laboratories Neuroscience Research Centre, U.K. from January 2004 to December 2005. Dr. Shearman earned a B.Sc. from the University of Bristol, a Ph.D. from the University of Nottingham and conducted academic research at institutes in Japan and Germany.
Brian Krexhas served as our General Counsel since March 2019. Prior to joining AGTC, Mr. Krex was Vice President, Commercial and Regulatory Law at Alexion from April 2015 to March 2019. From April 2006 to April 2015, Mr. Krex was Assistant General Counsel at Pfizer and from February 2000 to April 2006, he was an associate at Moses & Singer LLP. Mr. Krex received a B.A. from Bard College and a J.D. from Seton Hall University School of Law.
Theresa Heah, M.D., M.B.A. has served as our Chief Medical Officer since July 2019. Dr. Heah brings more than ten years of senior executive pharmaceutical experience to her role, with previous responsibilities ranging from drug development to successful product commercialization. From February 2015 to July 2019, Dr. Heah was Vice-President of Clinical Research, Medical, and Professional Affairs at Aerie Pharmaceuticals and had responsibility as Global Head of clinical research, medical affairs and professional affairs, and advancing the company’s pipeline of product candidates (Rhopressa® and Rocklatan®) to approval and launch. Dr. Heah has held several Global R&D, medical affairs and commercial leadership positions within Allergan Inc., Sanofi-Fovea and Bayer Healthcare. Her prior experience also included the successful worldwide launch of EYLEA® in 5 retinal diseases. She also has clinical experience as an ophthalmologist in the U.K. Dr. Heah earned her medical degree from Guy’s, Kings and St. Thomas’ School of Medicine, King’s College, University of London, and her Executive Master’s in Business Administration from the European School of Management & Technology, Berlin.
Directors
William Aliskihas served as a member of our board of directors since September 2018. Mr. Aliski has served as a commercial consultant for early-stage orphan disease companies, including Ra Pharmaceuticals, Inc., from October 2016 to March 2017, and from March 2018 to present time, Clementia Pharmaceuticals, Inc., from December 2015 to January 2017, OxThera, from January 2015 through April 2015, Prosensa during 2014, Adimab LLC from November 2013 until December 2013, NPS Pharmaceuticals from April 2013 through December 2014, Fidelity Biosciences from August 2012 until December 2012 and Enobia Pharma from September 2011 until March 2012. Before that, Mr. Aliski served as Senior Vice President and Chief Commercial Officer of FoldRx Pharmaceuticals, a rare disease company, from June 2009 until March 2011, as Director of Simon Kucher Partners, a global consulting firm, from January 2008 until June 2009, and as General Manager of BioMarin Europe at BioMarin Pharmaceuticals Inc. from December 2005 until January 2008. Mr. Aliski also has served on the board of directors of Ultragenyx Pharmaceutical Inc. since January 2011. Mr. Aliski received a B.S. in Economics and a Master of Social Planning from Boston College and an M.P.A. from the Kennedy School of Government at Harvard University. We believe that Mr. Aliski’s extensive experience in the life sciences industry, membership on various boards of directors, and his leadership and management experience qualify him to serve as a member of our board of directors.
Ed Hurwitz has served as a member of our board of directors since November 2012. Mr. Hurwitz is a Managing Director of MPM Capital, a healthcare venture capital firm, and a Managing Director of Precision Bioventures, LLC, a consulting and investment advisory firm founded by Mr. Hurwitz. He was a director at Alta Partners from 2002 through December 2014, and served as a consultant to Alta Partners during 2013 and 2014. Mr. Hurwitz currently serves as Chairman of the board of directors of ViewPoint Therapeutics, Rekindle Therapeutics, and BioIntervene, Inc., as well as a board member of Dyne Therapeutics, all privately-held, biotechnology companies. Mr. Hurwitz also serves as a member of
2
the board of directors of MacroGenics, Inc., a publicly traded biotechnology company. Prior to joining Alta, Mr. Hurwitz served as Senior Vice President and CFO of Affymetrix from 1997 to 2002. From 1994 to 1997, Mr. Hurwitz was a biotechnology research analyst for Robertson Stephens & Company, and from 1992 to 1994, was a biotechnology research analyst for Smith Barney Shearson. From 1990 to 1992, he practiced commercial law at Cooley Godward LLP. Mr. Hurwitz earned a J.D. and M.B.A. from the University of California, Berkeley’s Boalt School of Law and Haas School of Business, respectively. He also holds a B.A. in Molecular Biology from Cornell University. We believe that Mr. Hurwitz’s education and professional background in science, business management and law, his work as a lawyer, research analyst and senior executive in the biotechnology industry and his experience as a director of other public and private biotechnology companies qualify him to serve as a member of our board of directors.
Scott Koenig, M.D., Ph.D. has served as a member of our board of directors since April 2002 and as chairman of our board of directors since April 2004. Dr. Koenig has served as the President and Chief Executive Officer and a director of MacroGenics, Inc., a publicly traded biopharmaceutical company, since September 2001 and was one of itsco-founders. Prior to joining MacroGenics, Dr. Koenig served as Senior Vice President of Research at MedImmune Inc., a biopharmaceutical company, where he participated in the selection and maturation of its product pipeline. From 1984 to 1990, he worked in the Laboratory of Immunoregulation at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health, or NIH, where he investigated the immune response to retroviruses and studied the pathogenesis of AIDS. Dr. Koenig currently serves on the board of directors of each of GlycoMimetics, Inc. (GLYC), The International Biomedical Research Alliance, and the Biotechnology Innovation Organization (BIO). Dr. Koenig received his A.B. and Ph.D. from Cornell University and his M.D. from the University of Texas Health Science Center in Houston. He completed his residency in Internal Medicine at the Hospital of the University of Pennsylvania, and is board certified in Internal Medicine and Allergy and Immunology. We believe that Dr. Koenig’s education and professional background in science and medicine, his experience as Chief Executive Officer of MacroGenics and as a scientist and senior executive at other life science companies and research organizations and his service as a director of other biopharmaceutical companies, medical institutions and industry groups qualify him to serve as a member of our board of directors.
Ivana Magovcevic-Liebisch has served as a member of our board of directors since June 2014. Dr. Magovcevic-Liebisch has served as Executive Vice President, Chief Business Officer for Ipsen since March 2018. Prior to her current position, Dr. Magovcevic-Liebisch served as Senior Vice President, Head of Global Business Development for Teva Pharmaceutical Industries Ltd., or Teva. Prior to joining Teva, Dr. Magovcevic-Liebisch held several senior positions within Dyax Corp., or Dyax, from April 2001 through March 2013, most recently serving as Executive Vice President and Chief Operating Officer. Prior to joining Dyax, Dr. Magovcevic-Liebisch was Director of Intellectual Property and Patent Counsel for Transkaryotic Therapies, Inc. from November 1999 until March 2001. Dr. Magovcevic-Liebisch received her J.D. from Suffolk University Law School and her Ph.D. in genetics from Harvard University. We believe that Dr. Magovcevic-Liebisch’s extensive experience in biopharmaceutical business development and operations qualify her to serve as a member of our board of directors.
James Rosen has served as a member of our board of directors since March 2010; he is currently President & CEO of Artizan Biosciences. Artizan Biosciences is engaging in early-stage immunobiology research and development for the treatment of unmet medical needs. From February 2015 through August 2016, Mr. Rosen served as Deputy Director, Venture Investing at the Bill & Melinda Gates Foundation. Prior to that, Mr. Rosen was a partner at Intersouth Partners, a venture capital firm, from January 2007 to December 2014. Prior to joining Intersouth, he spent 15 years in clinical, research and financial positions in the health care and biotechnology sectors, including serving as an equity research analyst at Brean Murray & Co., from 2000 to 2003, covering biopharmaceuticals, genomics, generics, drug delivery and medical device companies. Mr. Rosen holds a B.A. from Duke University, an M.B.A. from the University of North Carolina-Chapel Hill’s Kenan-Flagler School of Business and an M.S.P.H. from the University of North Carolina School of Public Health. We believe that Mr. Rosen’s education and professional background in science, business management and finance and his operational experience as a scientist and executive in the healthcare and biotechnology industries and as a venture capitalist concentrating on those industries, qualify him to serve as a member of our board of directors.
Anne VanLenthas served as a member of our board of directors and chair of the audit committee since August 2016. Ms. VanLent is President of AMV Advisors, providing corporate strategy and financial consulting services to emerging growth life sciences companies. Ms. VanLent had been Executive Vice President and Chief Financial Officer of Barrier Therapeutics, Inc., a publicly traded pharmaceutical company, from May 2002 through April 2008. Ms. VanLent also worked for eight years as Senior Vice President and Chief Financial Officer of The Liposome Company, Inc., a publicly-traded biopharmaceutical company. Ms. VanLent currently serves as a director, chair of the Audit Committee and member of the Compensation Committee of Vaxart, Inc. as a result of its merger in February 2018 with Aviragen Therapeutics, Inc., where she served as lead director, chair of the Audit Committee and member of the Nominating and Governance
3
Committee. Since September, 2018, she has also served as a director and chair of the Audit Committee of Trevi Pharmaceuticals, Inc. From April 2011 to December 2017 she served as a director, chair of the Audit Committee, and chair of the Nominating and Governance Committee of Ocera Therapeutics, Inc. From April 2013 through June 2017 she served as a director, member of the Audit Committee, and member of the Compliance Committee of Novelion Pharmaceuticals, Inc. From July 2013 to May 2016, Ms. VanLent served as a director, chair of the Audit Committee, and member of the Compensation Committee of Onconova Therapeutics, Inc. and as a director of Integra Life Sciences Holdings, Inc. Ms. VanLent received a B.A. degree in Physics from Mount Holyoke College. Our Board of Directors believes that Ms. VanLent’s qualifications to sit on our Board of Directors include her extensive leadership and finance experience, and her extensive experience serving as a board member, audit committee member and audit committee chair of public companies in the life sciences industry.
CORPORATE GOVERNANCE
Code of Business Conduct and Ethics; Corporate Governance Guidelines
We have adopted a written code of business conduct and ethics that applies to our directors, executive officers and employees, as well as corporate governance guidelines. Copies of the code of business conduct and ethics and our corporate governance guidelines are posted on the Corporate Governance section of our website, which is located at www.agtc.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file reports of ownership of, and transactions in, our securities with the Securities and Exchange Commission. These directors, executive officers andten-percent stockholders are also required to furnish us with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms received by us, and on written representations from certain reporting persons, we believe that during fiscal year 2019 our directors, executive officers andten-percent stockholders complied with all applicable Section 16(a) filing requirements, except that Mr. Krex filed a late Form 3 with respect to his becoming an executive officer and a late Form 4 with respect to his initial grant of options on April 18, 2019.
Audit Committee
The Company has a standing audit committee consisting of Ms. VanLent, its chairperson, Mr. Hurwitz and Dr. Magovcevic-Liebisch. Among other things, the audit committee assists our board of directors in its oversight of: the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications and independence of our independent registered public accounting firm; and the performance of our independent registered public accounting firm. Our board of directors has determined that each member of the audit committee satisfies the Nasdaq Stock Market independence standards and the independence standards of Rule10A-3(b)(1) of the Securities Exchange Act. Each of the members of our audit committee meets the requirements for financial literacy under applicable rules and regulations of the SEC and the Nasdaq Stock Market. The board of directors has also determined that Ms. VanLent qualifies as an “audit committee financial expert,” as defined by applicable rules of the Nasdaq Stock Market and the SEC.
ITEM 11. EXECUTIVE COMPENSATION
Executive Summary
The compensation of our executive officers is determined by the compensation committee of our Board of Directors, and discussed by the committee throughout the year. Our formal annual compensation review process generally takes place during the first quarter of each fiscal year, after the results of the previous fiscal year are known. Annual variable compensation and discretionary cash bonuses for the completed fiscal year, if any, and long-term equity-based incentive compensation, if any, are awarded by the committee on a discretionary basis, generally during the first fiscal quarter, after a review of the previous fiscal year’s results.
4
Our compensation committee is comprised entirely ofnon-employee directors, each of whom our Board of Directors has determined is independent within the meaning of the rules of the Nasdaq Stock Market. The members of the compensation committee have substantial managerial experience and wide contacts in the biotechnology and biopharmaceutical industries and in the broader healthcare industry, upon which they rely in making their determinations. The committee also takes into account publicly available information concerning the compensation practices of other companies in the biotechnology industry. This information is used by the committee informally and primarily for purposes of comparison to ascertain whether our compensation practices for our executive officers are broadly competitive.
Our Chief Executive Officer makes recommendations with regard to the compensation of our executive officers other than herself, which are reviewed by the compensation committee. Executive officers do not participate in the process of establishing their own annual compensation.
The committee does not have a formal benchmarking policy or a practice of establishing the amount of any element of our executive officers’ compensation by reference to a fixed range of percentages or percentiles of the compensation of any peer or comparison group. As a result, the determinations made by the members of our compensation committee are guided to a significant degree by their collective judgment and experience. During fiscal year 2019, the committee retained a compensation consultant, Aon Consulting’s Radford Surveys + Consulting, or Radford, to assist the committee in assessing the form and amount of compensation paid to our executives.
Our compensation committee has reviewed our compensation programs and believes that our compensation programs have not encouraged or rewarded excessive or inappropriate risk taking.
Summary Compensation Table for Fiscal Year 2019
The following table sets forth information regarding compensation earned by our President and Chief Executive Officer and our two next most highly paid executive officers who served during fiscal year 2019. We refer to these individuals as our named executive officers.
Name | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-equity incentive plan compensation ($) | Other ($)(3) | Total ($) | |||||||||||||||||||||
Susan B. Washer | 2019 | 514,150 | — | 274,957 | 254,504 | 8,621 | 1,052,232 | |||||||||||||||||||||
President and Chief Executive Officer | 2018 | 501,610 | — | 353,543 | 200,000 | 8,415 | 1,063,568 | |||||||||||||||||||||
Mark S. Shearman, Ph.D. | 2019 | 402,097 | — | 233,713 | 128,068 | 8,763 | 772,641 | |||||||||||||||||||||
Chief Scientific Officer | 2018 | 388,500 | — | 176,771 | 136,000 | 8,471 | 709,742 | |||||||||||||||||||||
Matthew Feinsod, M.D. (4) | 2019 | 699,996 | 109,050 | — | — | 11,200 | 820,246 | |||||||||||||||||||||
Interim Chief Medical Officer | 2018 | 620,584 | 137,100 | — | — | 11,000 | 768,684 | |||||||||||||||||||||
| (1) | Represents the fair value of stock awards granted in fiscal years 2018 and 2019 in accordance with Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“ASC 718”). See Note 8 of the notes to our financial statements included in the Company’s Annual Report on Form10-K for fiscal year 2019 for a discussion of the relevant assumptions used in calculating these amounts. |
| (2) | Represents the grant date fair value of option awards granted in fiscal years 2018 and 2019 in accordance with ASC 718. See Note 8 of the notes to our audited financial statements included in the Company’s Annual Report on Form10-K for fiscal year 2019 for a discussion of the relevant assumptions used in calculating these amounts. |
| (3) | Consists of 401(k) matching contributions. |
| (4) | Effective August 1, 2019, Dr. Feinsod became our Executive Vice President of Global Strategy and Development. |
5
Narrative Disclosure to Summary Compensation Table
We review compensation annually for all of our employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.
Our compensation committee reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than our Chief Executive Officer. Based on those discussions and its discretion, the compensation committee then determines the compensation and benefits of our executive officers.
We have anat-will employment agreement with Ms. Washer, our President and Chief Executive Officer. We also have anat-will employment offer letter with Dr. Shearman, our Chief Scientific Officer and with Dr. Feinsod, our Interim Chief Medical Officer. For fiscal year 2019, the annual base salaries of Ms. Washer, Dr. Shearman and Dr. Feinsod were $514,150, $402,097 and $700,000, respectively. In addition, Ms. Washer and Dr. Shearman received bonuses for fiscal year 2019 of $254,504 and $128,068, respectively, based upon the achievement of certain corporate and individual performance goals as determined by the compensation committee. Under the terms of his offer letter for his service as Interim Chief Medical Officer, Dr. Feinsod received a monthly award of 2,000 shares of common stock during fiscal year 2019, which continued until he ceased to serve as our Interim Chief Medical Officer and transitioned to a new role with responsibilities for developing and implementing clinical and regulatory strategy, due diligence and licensing on July 29, 2019. For fiscal year 2020, the annual base salaries of Ms. Washer and Dr. Shearman were increased to $529,575 and $414,160, respectively, and Dr. Feinsod’s annual base salary remained at $700,000 until he ceased to serve as our Interim Chief Medical Officer and transitioned to our Executive Vice President of Global Strategy on July 29, 2019. Effective as of August 1, 2019, Dr. Feinsod’s annual base salary is $400,000.
In fiscal year 2019, our compensation committee engaged Radford to assist us with the identification of an appropriate peer group of companies for purposes of benchmarking the competitiveness of our executive compensation. Our compensation committee will evaluate the need for revisions to our executive compensation program to ensure that our program is competitive with the companies with which we compete for executive talent and that it is appropriate for a public company.
Retirement Savings
All of our full-time employees in the United States, including our named executive officers, are eligible to participate in our 401(k) plan. Pursuant to our 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit (which is $19,000 in calendar 2019 and was $18,500 in calendar 2018), with additional salary deferrals not to exceed $6,000 available to those employees 50 years of age or older, and to have the amount of this reduction contributed to our 401(k) plan. The 401(k) plan permits us to make contributions up to the limits allowed by law on behalf of all eligible employees. Since July 1, 2017, we make matching contributions of 100% of the first 4% contributed by employees to our 401(k) plan.
6
Outstanding Equity Awards at Year End
The following table sets forth information regarding outstanding stock options held by our named executive officers as of June 30, 2019.
Name | Number of Securities Underlying Unexercised Options (#) exercisable | Number of Securities Underlying Unexercised Options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Option Grant Date | |||||||||||||||
Susan B. Washer | 13,841 | — | 3.50 | 9/18/2019 | 9/18/2009 | |||||||||||||||
| 3,877 | — | 3.50 | 11/1/2021 | 11/1/2011 | ||||||||||||||||
| 120,686 | — | 0.35 | 1/6/2023 | 1/6/2013 | ||||||||||||||||
| 140,000 | — | 4.90 | 9/18/2023 | 9/18/2013 | ||||||||||||||||
| 99,156 | — | 14.08 | 4/17/2024 | 4/17/2014 | ||||||||||||||||
| 55,780 | — | 16.00 | 7/31/2024 | 7/31/2014 | ||||||||||||||||
| 78,333 | (1) | 1,667 | 18.48 | 7/21/2025 | 7/21/2015 | |||||||||||||||
| 58,333 | (1) | 21,667 | 15.57 | 7/7/2026 | 7/7/2016 | |||||||||||||||
| 47,916 | (1) | 52,084 | 4.90 | 7/17/2027 | 7/17/2017 | |||||||||||||||
| 22,916 | (1) | 77,084 | 4.25 | 7/25/2028 | 7/25/2018 | |||||||||||||||
Mark S. Shearman, Ph.D. | 110,000 | — | 19.50 | 6/1/2025 | 6/1/2015 | |||||||||||||||
| 49,937 | (1) | 1,063 | 18.48 | 7/21/2025 | 7/21/2015 | |||||||||||||||
| 36,458 | (1) | 13,542 | 15.57 | 7/7/2026 | 7/7/2016 | |||||||||||||||
| 23,958 | (1) | 26,042 | 4.90 | 7/17/2027 | 7/17/2017 | |||||||||||||||
| 19,479 | (1) | 65,521 | 4.25 | 7/25/2028 | 7/25/2018 | |||||||||||||||
Matthew Feinsod, M.D. | 22,500 | — | 16.00 | 7/31/2024 | 7/31/2014 | |||||||||||||||
| (1) | This option becomes exercisable in equal monthly installments over four years from the date of grant. |
| (2) | This option becomes exercisable for 25% of the underlying shares on the first anniversary of the grant date, and thereafter becomes exercisable for the remaining underlying shares in equal monthly installments over three years, resulting in the option being exercisable for 100% of the underlying shares on the fourth anniversary of the grant date. |
Employment Agreements, Severance and Change in Control Arrangements
Agreement with Ms. Washer
Under the terms of Ms. Washer’s employment agreement, if we terminate Ms. Washer’s employment without “cause” or if she terminates her employment with us for “good reason” prior to a change of control or during the12-month period following a “change of control,” in each case as those terms are defined in her employment agreement, she will be entitled to receive severance benefits, payable in a single lump sum, as follows:
| • | An amount equal to the sum of (a) her then current annual base salary and (b) the product of her target bonus in effect immediately prior to the date of termination multiplied by a fraction equal to the quotient of (i) the number of days elapsed as of the termination date during the year in which the termination occurs divided by (ii) 365. |
| • | Ms. Washer will also be entitled to continue to participate in our benefits plans for a period of up to 12 months following the effective date of the termination of her employment on substantially the same terms as were in effect immediately prior to her termination. |
| • | In addition, if Ms. Washer’s employment is terminated by us without cause or by Ms. Washer during the 12 months following a change of control for good reason, all unvested equity awards previously granted to her will become fully vested as of the date of the termination of her employment. |
| • | In the event Ms. Washer terminates her employment for good reason other than during the12-month period following a change of control, each unvested equity award previously granted to her will immediately vest with respect to 50% of the shares that are unvested as of the effective date of the termination of her employment. |
7
| • | To the extent that the vesting of any unvested awards held by Ms. Washer at the time of the termination of her employment is contingent upon the attainment of any corporate or market performance condition that has not been satisfied as of that date, the condition will be deemed to have been satisfied as of the date of termination |
| • | at the 100% level, in the case of a termination by us without cause or by Ms. Washer during the 12 months following a change of control for good reason, or |
| • | at the 50% level, in the case of a termination by Ms. Washer for good reason other than during the 12 months following a change of control for good reason. |
Agreement with Dr. Feinsod
Pursuant to the terms of Dr. Feinsod’s employment agreement, effective as of August 1, 2019, Dr. Feinsod is eligible to receive certain severance benefits in connection with a termination of his employment by us without “cause” (as defined in Dr. Feinsod’s employment agreement) or by Dr. Feinsod for “good reason” (as defined in Dr. Feinsod’s employment agreement), in each case, subject to execution of a mutually acceptable release and settlement agreement. If such a termination occurs, he will be entitled to receive nine months of his then current base salary, including the amount of any earned bonus. We will also continue to pay our portion of COBRA premiums for the nine month period. Upon the occurrence of a “change of control” (as defined in Dr. Feinsod’s employment agreement) in which Dr. Feinsod is not offered the position of Executive Vice President of Global Strategy and Development of the acquirer, all of Dr. Feinsod’s options will immediately be deemed fully vested and exercisable.
Agreement with Dr. Shearman
Pursuant to the terms of Dr. Shearman’s employment agreement, if we terminate Dr. Shearman’s employment without “cause” or if he terminates his employment with us for “good reason” prior to a change of control or during the12-month period following a “change in control,” in each case as those terms are defined in his employment agreement, he will be entitled to receive severance benefits, payable in a single lump sum, as follows:
| • | In the event of Dr. Shearman’s termination for cause or good reason within 12 months of a change in control, an amount equal to the sum of (a) his then current annual base salary and (b) his target bonus in effect immediately prior to the date of termination. |
| • | In the event of Dr. Shearman’s termination without cause (other than within 12 months of a change in control), an amount equal to the sum of (a) the product of his then current annual base salary multiplied by 0.75 and (b) the product of his target bonus in effect immediately prior to the date of termination multiplied by a fraction equal to the quotient of (i) the number of days elapsed as of the termination date during the year in which the termination occurs divided by (ii) 365. |
| • | Dr. Shearman will also be entitled to continue to participate in our benefits plan for a period of up to (a) 12 months following termination in the event of Dr. Shearman’s termination without cause or for good reason, in either case, within 12 months following a change in control or (b) the earlier of 9 months or until Dr. Shearman obtains other employment that provides the same type of benefit, if Dr. Shearman is terminated without cause (other than within 12 months of a change in control). |
| • | In the event of Dr. Shearman’s termination for cause or good reason within 12 months of a change in control, Dr. Shearman’s options and other awards subject to vesting, including any award the vesting of which is contingent upon the attainment of any Company or market performance conditions, will immediately be deemed fully vested and exercisable. |
8
Director Compensation
Ournon-employee directors receive equity-based compensation and cash fees as follows:
| • | eachnon-employee director receives an annual cash fee in the amount of $40,000; |
| • | our chairman receives an additional cash fee in the amount of $35,000; |
| • | the chairperson of each of our board committees receives an additional annual cash fee as follows: audit committee chair, $18,000; compensation committee chair, $12,000; and nominating and corporate governance committee chair, $8,000; and |
| • | each other member of a board committee receives an additional annual cash fee as follows: auditcommit-tee, $9,000; compensation committee, $6,000; and nominating and corporate governance committee, $4,000. |
The cash fees described above are paid quarterly in arrears.Non-employee directors are also reimbursed upon request for travel and otherout-of-pocket expenses incurred in connection with their attendance at meetings of the board and of committees on which they serve.
Upon initial election to our board of directors, ournon-employee directors are entitled to receive anon-qualified stock option, vesting in equal installments on each of the first three anniversaries of the date of grant, to purchase 25,000 shares of our common stock. In addition, eachnon-employee director remaining in office receives at each annual meeting of the stockholders anon-qualified stock option, vesting on the first anniversary of the date of grant, to purchase 10,000 shares of our common stock. Each such initial or annual stock option is granted with an exercise price equal to the fair value of our common stock on the date of grant.
The following table sets forth information regarding compensation awarded to, earned by or paid to ournon-employee directors who served during fiscal year 2019. We do not pay any compensation to our President and Chief Executive Officer in connection with her service on our board of directors. See “Executive Compensation” for a discussion of the compensation of Ms. Washer.
Name | Fees earned or paid in cash ($)(1) | Option awards ($)(2) | Total ($) | |||||||||
Scott Koenig, M.D., Ph.D. | $ | 81,000 | $ | 71,093 | $ | 152,093 | ||||||
William Aliski, MPA (3) | $ | 48,000 | $ | 114,284 | $ | 162,284 | ||||||
Ed Hurwitz | $ | 53,000 | $ | 71,093 | $ | 124,093 | ||||||
Ivana Magovcevic-Liebisch, Ph.D. | $ | 61,000 | $ | 71,093 | $ | 132,093 | ||||||
James Rosen | $ | 46,000 | $ | 71,093 | $ | 117,093 | ||||||
Anne VanLent | $ | 58,000 | $ | 71,093 | $ | 129,093 | ||||||
| (1) | Represents amount earned or paid for service as a director during fiscal year 2019. |
| (2) | Represents the grant date fair value of option awards granted in fiscal year 2019 in accordance with ASC 718. See Note 8 of the notes to our audited financial statements included in the Annual Report on Form10-K for the fiscal year ended June 30, 2019 filed on September 26, 2019 for a discussion of the relevant assumptions used in calculating these amounts. |
| (3) | Mr. Aliski joined the board of directors on September 20, 2018. |
9
The table below shows the aggregate number of option awards held as of June 30, 2019 by each of our currentnon-employee directors who was serving as of that date.
Name | Number of Options Outstanding at June 30, 2019 | |||
Scott Koenig, M.D., Ph.D. | 73,975 | |||
William Aliski, MPA | 35,000 | |||
Ed Hurwitz | 48,263 | |||
Ivana Magovcevic-Liebisch, Ph.D. | 48,263 | |||
James Rosen | 48,263 | |||
Anne VanLent | 44,000 | |||
Compensation Committee Interlocks and Insider Participation
The members of our compensation committee for fiscal year 2019 were Dr. Koenig, Dr. Magovcevic-Liebisch and Mr. Rosen. None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our company, nor has any of them ever been an officer or employee of our company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information with respect to beneficial ownership of our common stock, as of October 16, 2019, by:
| • | each person or entity, or group of affiliated persons or entities, known by us to beneficially own more than 5 percent of our common stock; |
| • | each of our directors and named executive officers; and |
| • | all of our executive officers and directors as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of October 16, 2019 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is c/o Applied Genetic Technologies Corporation, 14193 NW 119th Terrace, Suite 10, Alachua, Florida 32615.
Each stockholder’s percentage ownership is determined in accordance with Rule13d-3 under the Exchange Act and is based on 18,218,402 shares of our common stock outstanding as of October 16, 2019. The number of outstanding shares beneficially owned by each stockholder below was obtained from the most recent publicly filed information, as applicable. Amounts under the heading “Right to Acquire” represent shares that may be acquired upon exercise of outstanding stock options or warrants exercisable within 60 days of October 16, 2019.
Name of Beneficial Owner | Shares Outstanding | Right to Acquire | Total | Percentage of Shares Outstanding | ||||||||||||
Entities affiliated with InterWest Partners (1) | 1,455,904 | — | 1,455,904 | 8.0 | % | |||||||||||
Biogen Inc. (2) | 1,453,957 | — | 1,453,957 | 8.0 | % | |||||||||||
S.R. One, Limited (3) | 1,410,247 | — | 1,410,247 | 7.7 | % | |||||||||||
Stichting Aescap 2.0 (4) | 1,323,615 | — | 1,323,615 | 7.3 | % | |||||||||||
Intersouth Partners VI, L.P. (5) | 1,214,455 | — | 1,214,455 | 6.7 | % | |||||||||||
Dimensional Fund Advisors LP (6) | 911,236 | — | 911,236 | 5.0 | % | |||||||||||
Susan B. Washer (7) | 28,408 | 667,831 | 696,239 | 3.7 | % | |||||||||||
10
Name of Beneficial Owner | Shares Outstanding | Right to Acquire | Total | Percentage of Shares Outstanding | ||||||||||||
Mark S. Shearman, Ph.D. (8) | 39,000 | 265,540 | 304,540 | 1.6 | % | |||||||||||
Matthew Feinsod (9) | 56,052 | 22,500 | 78,552 | * | ||||||||||||
William Aliski, MPA (10) | 8,500 | 18,333 | 26,833 | * | ||||||||||||
Edward Hurwitz (11) | 27,472 | 48,263 | 75,735 | * | ||||||||||||
Scott Koenig, M.D., Ph.D. | 34,246 | 62,833 | 97,079 | * | ||||||||||||
Ivana Magovcevic-Liebisch, Ph.D. | 3,000 | 48,263 | 51,263 | * | ||||||||||||
James Rosen | 1,000 | 48,263 | 49,263 | * | ||||||||||||
Anne VanLent | — | 44,000 | 44,000 | * | ||||||||||||
All executive officers and directors (12 persons) (12) | 185,026 | 390,755 | 575,781 | 3.1 | % | |||||||||||
| * | Less than 1% |
| (1) | This information is based on a Schedule 13G filed with the SEC on February 14, 2019 by InterWest Partners VIII, LP, InterWest Investors VIII, LP, InterWest Investors Q VIII, LP, InterWest Management Partners VIII, LLC, Gilbert H. Kliman and Arnold L. Oronsky. InterWest Management Partners VIII, LLC is the general partner of InterWest Partners VIII, LP, InterWest Investors VIII, LP, InterWest Investors Q VIII, LP, and has sole voting and investment control over the shares held by each of them. Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of InterWest Management Partners VIII, LLC. Each of the managing directors share voting and dispositive power over the shares held by the entities affiliated with InterWest Partners and Mr. Oronsky has sole voting a dispositive power over 28,263 shares. The address for these entities is c/o InterWest Partners, 2710 Sand Hill Road, Suite 200, Menlo Park, California 94025. |
| (2) | This information is based on a Schedule 13G filed with the SEC on August 20, 2015 by Biogen Inc. and Biogen MA Inc. The address of Biogen Inc. is 225 Binney Street, Cambridge MA 02142 and the address of Biogen MA Inc. is 250 Binney Street, Cambridge, MA 02142. Biogen Inc. and Biogen MA Inc. share voting and dispositive power with respect to all of the shares of our common stock reported as beneficially owned by them. |
| (3) | Based on information provided to the Company in May 2018 by S.R. One, Limited. The address of S.R. One, Limited is 161 Washington Street, Suite 500, Conshohocken, Pennsylvania 19428. |
| (4) | This information is based on a Schedule 13G filed with the SEC on March 26, 2019 by Stichting Aescap 2.0, Privium Fund Management B.V. and Patrick Johan Hendrik Krol. Privium Fund Management B.V. is the fund manager of Stichting Aescap and Patrick Johan Hendrik Krol is the portfolio manager of Privium Fund Management B.V. Stichting Aescap 2.0 has sole voting and dispositive power with respect to all of the shares of our common stock reported as beneficially owned by them. The address of Stichting Aescap 2.0 is Hoogoorddreef 15, 1101BA, Amsterdam, The Netherlands. The address of each of Privium Fund Management B.V. and Patrick Johan Hendrik Krol is Gustav Mahlerplein 3, 1082 MS, Amsterdam, The Netherlands. |
| (5) | Based on information provided to the Company in May 2018 by Intersouth Partners VI, L.P., whose address is 102 City Hall Plaza, Suite 200, Durham, North Carolina 27701. Mitchell Mumma and Dennis Dougherty are the managing members of Intersouth Associates VI, LLC, the sole general partner of Intersouth Partners VI, L.P., and share the power to vote or direct the voting of and to dispose or direct the disposition of the shares of our common stock held by Intersouth Partners VI, L.P. |
| (6) | This information is based on a Schedule 13G filed with the SEC on February 8, 2019 by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP has sole voting power with respect to 876,741 shares and sole dispositive power with respect to 911,236 shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746. |
| (7) | Excludes 211,668 shares subject to outstanding stock options that are not exercisable within 60 days of the date of the table. |
| (8) | Excludes 132,460 shares subject to outstanding stock options that are not exercisable within 60 days of the date of the table. |
| (9) | Excludes 100,000 shares subject to outstanding stock options that are not exercisable within 60 days of the date of the table. |
| (10) | Excludes 16,667 shares subject to outstanding stock options that are not exercisable within 60 days of the date of the table. |
| (11) | Includes 1,800 shares held by the Hurwitz/Lichtenfeld Revocable Trust over which Mr. Hurwitz, as a trustee and a beneficiary, may be deemed to exercise voting and investment control. |
| (12) | Excludes 512,294 shares subject to outstanding stock options that are not exercisable within 60 days of the date of the table and 78,000 restricted stock units that are not exercisable within 60 days of the date of the table. |
11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Policies and Procedures for Related-Person Transactions
We have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration, approval and oversight of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a past, present or future transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000.
Transactions involving compensation for services provided to us by an employee, consultant or director are not considered related-person transactions under this policy. A “related person,” as determined since the beginning of our last fiscal year, is any executive officer, director or a holder of more than five percent of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.
The policy imposes an affirmative duty upon each director and executive officer to identify any transaction involving them, their affiliates or immediate family members that may be considered a related party transaction before such person engages in the transaction. Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to our audit committee (or, where review by our audit committee would be inappropriate, to another independent body of our board of directors) for review. The presentation must include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.
Our audit committee is responsible for reviewing and approving in advance any related-person transactions. In determining whether to approve a related-person transaction, the audit committee will take into account, among other factors it deems appropriate, whether the related-person transaction is on terms no less favorable than terms generally available to an unaffiliated third-person under the same or similar circumstances and the extent of the related person’s interest in the transaction.
Agreements with Our Stockholders
Biogen Collaboration and License Agreement
On July 1, 2015, we entered into a Collaboration and License Agreement, which we refer to as the collaboration agreement, with Biogen MA Inc., a wholly owned subsidiary of Biogen Inc. (“Biogen”), pursuant to which we and Biogen agreed to collaborate to develop, seek regulatory approval for and commercialize gene therapy products to treatX-linked juvenile retinoschisis,X-linked retinitis pigmentosa and discovery programs targeting three indications based on our adeno-associated virus vector technologies. The collaboration agreement became effective in August 2015. As of the date hereof, Biogen MA Inc. and Biogen Inc. together own more than five percent (5%) of our voting securities.
Under the collaboration agreement, during fiscal year 2018, we earned and received a $2.5 million milestone payment from Biogen for the XLRP program and we recorded other revenue of approximately $3.0 million, primarily comprised of reimbursable costs for post-funding development activities that we conducted pursuant to the terms of this collaboration agreement with Biogen. During fiscal year 2019, we recognized milestone revenue from Biogen totaling approximately $11.4 million and recorded other revenue of approximately $2.7 million, primarily comprised of reimbursable costs for post-funding development activities. Effective March 8, 2019, Biogen terminated the Collaboration Agreement and, during fiscal year 2019, we recognized an additional $20.4 million of licensing and related services revenue as a result of such termination.
Director Independence
Our Board of Directors has determined that, with the exception of Ms. Washer who is our employee, all of the members of our Board of Directors are “independent directors” under the applicable rules of the Nasdaq Stock Market. Our Board of Directors has also determined that each member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is an “independent director” under the rules of the Nasdaq Stock Market applicable to such committees.
12
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our Audit Committee engaged Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ended June 30, 2019. The selection of Ernst & Young LLP was approved by our stockholders at the 2019 annual meeting of stockholders. Our Audit Committee has also engaged Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2019. RSM US LLP served as our registered public accounting firm through December 19, 2017 during the fiscal year ending June 30, 2018.
Audit and Other Fees
The following is a summary of the fees for professional services rendered by Ernst & Young LLP, our independent registered public accounting firm, for fiscal year 2019 and 2018.
| Fees | ||||||||
Fee category | Fiscal year 2019 | Fiscal year 2018 | ||||||
Audit fees | $ | 493,709 | $ | 516,048 | ||||
Audit-related fees | — | — | ||||||
Tax fees | — | 27,000 | ||||||
All other fees | 2,000 | — | ||||||
|
|
|
| |||||
Total Fees | $ | 495,709 | $ | 543,048 | ||||
|
|
|
| |||||
Audit fees. Audit fees consist of fees and related expenses billed for professional services rendered for the audit of the financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements and include fees for professional services rendered in connection with quarterly and annual reports. The audit fees for fiscal years 2019 and 2018 also include fees and related expenses associated with the issuance of consents by our independent registered public accounting firm to be named in our registration statements and to the use of their audit report in the registration statements.
Audit-related fees. Audit-related fees represent fees for assurance and related services performed by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements, including consultation on accounting standards or accounting for specific transactions.
Tax fees. Tax fees represent fees for professional services performed by our independent registered public accounting firm with respect to tax compliance, tax advice and tax planning and related expenses. The company engages a separate professional services firm for these services, including assistance with the preparation of federal, state, and foreign income tax returns.
All other fees. All other fees represent fees for products and services provided by our independent registered public accounting firm, other than those disclosed above.
Pre-Approval Policies and Procedures
Our audit committee’spre-approval policies or procedures do not allow our management to engage our independent registered public accounting firm to provide any specified services without specific audit committeepre-approval of the engagement for those services. All of the services provided by our independent registered public accounting firm during fiscal year 2019 werepre-approved.
13
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) Documents filed as a part of this Report:
(1) Financial Statements — See Index to Financial Statements and Financial Statement Schedule at Item 8 on page 87 of the Original Filing.
(2) Financial Statement Schedules — See Index to Financial Statements and Financial Statement Schedule at Item 8 on page 87 of the Original Filing. All other schedules are omitted because they are not applicable or not required.
(3) Index to Exhibits.
14
15
16
| * | Management contract or compensatory plan or arrangement |
| ^ | Filed herewith |
| ** | Previously filed |
| † | We have omitted portions of this exhibit, for which confidential treatment has been granted. |
17
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| APPLIED GENETIC TECHNOLOGIES CORPORATION | ||
| By: | /s/ Susan B. Washer | |
| Susan B. Washer | ||
| President and Chief Executive Officer | ||
| Date: | October 29, 2019 | |
18
