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DEF 14A Filing
BioXcel Therapeutics (BTAI) DEF 14ADefinitive proxy
Filed: 6 Apr 20, 8:00am
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Proposal | | | Votes Required | | | Voting Options | | | Impact of “Withhold” or “Abstain” Votes | | | Broker Discretionary Voting Allowed | |
Proposal No. 1: Election of Directors | | | The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II directors. | | | “FOR ALL” “WITHHOLD ALL” “FOR ALL EXCEPT” | | | None(1) | | | No(3) | |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR” “AGAINST” “ABSTAIN” | | | None(2) | | | Yes(4) | |
Proposal | | | Votes Required | | | Voting Options | | | Impact of “Withhold” or “Abstain” Votes | | | Broker Discretionary Voting Allowed | |
Proposal No. 3: Approval of the 2020 Plan | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR” “AGAINST” “ABSTAIN” | | | None(2) | | | No(3) | |
Proposal No. 4: Approval of the ESPP | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR” “AGAINST” “ABSTAIN” | | | None(2) | | | No(3) | |
| Class I Director — Current Term Ending at 2022 Annual Meeting | | | Class II Director — Current Term Ending at This Annual Meeting | | | Class III Director — Current Term Ending at 2021 Annual Meeting | |
| Krishnan Nandabalan, Ph.D. | | | Sandeep Laumas, M.D. | | | Vimal Mehta, Ph.D. | |
| | | | Michal Votruba, M.D., Ph.D. | | | Peter Mueller, Ph.D. | |
Class II Directors | | | Age | | | Served as Director Since | | | Current Positions with BTAI | |
Sandeep Laumas, M.D. | | | 51 | | | September 2017 | | | Director | |
Michal Votruba, M.D., Ph.D. | | | 54 | | | March 2019 | | | Director | |
Class III Directors | | | Age | | | Served as Director Since | | | Current Positions with BTAI | |
Vimal Mehta, Ph.D. | | | 59 | | | April 2017 | | | President, Chief Executive Officer and Secretary, and Director | |
Peter Mueller, Ph.D. | | | 63 | | | April 2017 | | | Chairman of the Board | |
Class I Directors | | | Age | | | Served as Director Since | | | Current Positions with BTAI | |
Krishnan Nandabalan, Ph.D. | | | 57 | | | May 2017 | | | Director and Chief Digital Officer | |
| | | Year Ended December 31, | | |||||||||
| | | 2019 | | | 2018 | | ||||||
Audit Fees(1) | | | | $ | 356,530 | | | | | $ | 330,346 | | |
Audit-Related Fees(2) | | | | | — | | | | | | — | | |
Tax Fees(3) | | | | | — | | | | | | — | | |
All Other Fees(4) | | | | | — | | | | | | — | | |
Total | | | | $ | 356,530 | | | | | $ | 330,346 | | |
Executive Officer | | | Age | | | Position | | | In Current Position Since | |
Vimal Mehta | | | 59 | | | President, Chief Executive Officer and Secretary and Director | | | 2017 | |
Richard Steinhart | | | 62 | | | Chief Financial Officer | | | 2017 | |
Frank Yocca, Ph.D. | | | 64 | | | Chief Scientific Officer | | | 2017 | |
Vincent O’Neill, M.D. | | | 50 | | | Chief Medical Officer | | | 2017 | |
Director | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
Vimal Mehta, Ph.D. | | | — | | | — | | | X | |
Peter Mueller, Ph.D. | | | X | | | Chair | | | Chair | |
Sandeep Laumas, M.D. | | | Chair | | | X | | | X | |
Krishnan Nandabalan, Ph.D. | | | — | | | — | | | — | |
Michal Votruba, M.D., Ph.D. | | | X | | | — | | | — | |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
Vimal Mehta, Ph.D. President and Chief Executive Officer | | | | | 2019 | | | | | | 459,000 | | | | | | — | | | | | | 1,269,131 | | | | | | 233,000 | | | | | | 7,800 | | | | | | 1,968,931 | | |
| | | 2018 | | | | | | 423,359 | | | | | | 270,000 | | | | | | — | | | | | | — | | | | | | 8,250 | | | | | | 701,609 | | | ||
Vincent O’Neill, M.D. Chief Medical Officer | | | | | 2019 | | | | | | 406,167 | | | | | | — | | | | | | — | | | | | | 102,800 | | | | | | 1,200 | | | | | | 510,167 | | |
| | | 2018 | | | | | | 336,941 | | | | | | 65,665 | | | | | | 260,193 | | | | | | — | | | | | | 502 | | | | | | 663,301 | | | ||
Richard Steinhart Chief Financial Officer | | | | | 2019 | | | | | | 285,600 | | | | | | — | | | | | | — | | | | | | 114,125 | | | | | | 4,272 | | | | | | 403,997 | | |
| | | | | | | | | Option Awards | | |||||||||||||||||||||
Name | | | Vesting Commencement Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | |||||||||||||||
Vimal Mehta, Ph.D. | | | | | 8/23/2017 | | | | | | 474,000 | | | | | | — | | | | | | 0.41 | | | | | | 8/23/2027 | | |
| | | | | 5/23/2019 | | | | | | 74,298 | | | | | | 113,402 | | | | | | 10.04 | | | | | | 5/23/2029 | | |
Vincent O’Neill, M.D. | | | | | 8/23/2017 | | | | | | 72,548 | | | | | | 51,877 | | | | | | 0.41 | | | | | | 8/23/2027 | | |
| | | | | 3/12/2018 | | | | | | 11,967 | | | | | | 19,080 | | | | | | 11.00 | | | | | | 3/12/2028 | | |
Richard Steinhart | | | | | 10/2/2017 | | | | | | 45,517 | | | | | | 38,381 | | | | | | 5.55 | | | | | | 10/2/2027 | | |
| | | | | 3/12/2018 | | | | | | 14,102 | | | | | | 18,130 | | | | | | 11.00 | | | | | | 3/12/2028 | | |
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 3,058,349 | | | | | $ | 3.26 | | | | | | 331,607 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 3,058,349 | | | | | $ | 3.26 | | | | | | 331,607 | | |
Position | | | Amount | | |||
Base Board Fee | | | | $ | 60,000 | | |
Chair of Board | | | | $ | 30,000 | | |
Chair of Audit Committee | | | | $ | 20,000 | | |
Chair of Compensation Committee | | | | $ | 10,000 | | |
Chair of Nominating and Corporate Governance Committee | | | | $ | 7,000 | | |
Member of Audit Committee (non-Chair) | | | | $ | 7,500 | | |
Member of Compensation Committee (non-Chair) | | | | $ | 5,000 | | |
Member of Nominating and Corporate Governance Committee (non-Chair) | | | | $ | 3,500 | | |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1) | | | Total ($) | | |||||||||
Peter Mueller, Ph.D. | | | | | 104,688 | | | | | | 97,915(2) | | | | | | 202,603 | | |
Sandeep Laumas, M.D. | | | | | 76,688 | | | | | | 97,915(3) | | | | | | 174,603 | | |
Krishnan Nandabalan, Ph.D.(5) | | | | | — | | | | | | — | | | | | | — | | |
Michal Votruba, M.D., Ph.D. | | | | | 50,604 | | | | | | 86,064(4) | | | | | | 136,668 | | |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
Holders of More than 5%: | | | | | | | | | | | | | |
BioXcel Corporation(1) | | | | | 9,180,000 | | | | | | 45.5% | | |
Artemis Investment Management(2) | | | | | 1,073,591 | | | | | | 5.3% | | |
Named executive officers and directors: | | | | | | | | | | | | | |
Vimal Mehta, Ph.D.(3) | | | | | 577,805 | | | | | | 2.8% | | |
Richard Steinhart(4) | | | | | 73,204 | | | | | | * | | |
Vincent O’Neill, M.D.(5) | | | | | 99,426 | | | | | | * | | |
Peter Mueller, Ph.D.(6) | | | | | 373,489 | | | | | | 1.8% | | |
Sandeep Laumas, M.D.(7) | | | | | 97,571 | | | | | | * | | |
Krishnan Nandabalan, Ph.D.(8) | | | | | 475,000 | | | | | | 2.3% | | |
Michal Votruba, M.D., Ph.D.(9) | | | | | 215,418 | | | | | | 1.1% | | |
All executive officers and directors as a group (8 individuals)(10) | | | | | 2,042,669 | | | | | | 9.4% | | |
| Shares subject to outstanding stock options(1) | | | | | 3,063,015 | | |
| Shares available for future awards | | | | | 231,941 | | |
Name and Position | | | Dollar Value ($) | | | Number of Shares subject to Options (#) | | ||||||
Vimal Mehta, Ph.D., President and Chief Executive Officer | | | | | — | | | | | | — | | |
Vincent O’Neill, M.D., Chief Medical Officer | | | | | — | | | | | | — | | |
Richard Steinhart, Chief Financial Officer | | | | | — | | | | | | — | | |
All current executive officers as a group (4 persons) | | | | | — | | | | | | — | | |
All current directors who are not executive officers as a group (4 persons)(1) | | | | | — | | | | | | 65,000 | | |
All employees who are not executive officers as a group (23 persons) | | | | | — | | | | | | — | | |