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GERON CORPORATION
230 Constitution Drive
Menlo Park, CA 94025
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 27, 2004
To the Stockholders of Geron Corporation:
1. | To elect two Class II directors to hold office until the Annual Meeting of Stockholders in 2007 and until the election and qualification of their respective successors; |
2. | To ratify appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2004; and |
3. | To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. |
William D. Stempel
Secretary
April 2, 2004
GERON CORPORATION
230 Constitution Drive
Menlo Park, CA 94025
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
Solicitation and Voting of Proxies
Quorum Requirement and Votes Required for the Proposals
1
Geron Plan Participants
Voting Via the Internet or by Telephone
Revocability of Proxies
MATTERS TO BE CONSIDERED AT THE 2004 ANNUAL MEETING
PROPOSAL 1
ELECTION OF DIRECTORS
2
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
For a Three Year Term Expiring at the
2007 Annual Meeting
Nominees for Class II Directors (Term Expiring at the 2007 Annual Meeting)
Name | Age | Principal Occupation/Position with the Company | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Thomas D. Kiley, Esq. | 60 | Attorney-at-law | ||||||||
Edward V. Fritzky | 53 | Director and Advisor, Amgen Corporation |
The Board of Directors Unanimously Recommends That Stockholders
VoteFOR the Election of Each Nominee to the Board of Directors
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
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Class III Director (Term Expiring at the 2005 Annual Meeting)
Name | Age | Principal Occupation/Position with the Company | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Alexander E. Barkas, Ph.D. | 56 | Managing Member, Prospect Management Company, LLC; the General Partner of Managing Member Prospect Venture Partners L.P. and Managing Member, Prospect Management Co. II, LLC; the General Partner of Prospect Venture Partners II, L.P. and Prospect Associates II, L.P. |
Class I Directors (Term Expiring at the 2006 Annual Meeting)
Name | Age | Principal Occupation/Position with the Company | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Thomas B. Okarma, Ph.D., M.D | 58 | President and Chief Executive Officer | ||||||||
John P. Walker | 55 | Chairman, Bayhill Therapeutics, Inc. | ||||||||
Patrick J. Zenner | 57 | Former President and CEO, Hoffmann La-Roche, Inc., North America |
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the Health Care Leadership Council and the Biotechnology Industry Organization. He is also a director of Arqule, Inc., Curagen Corporation, Dendrite International, Exact Sciences, First Horizon Pharmaceutical Corporation, Praecis Pharmaceuticals, XOMA Ltd. and West Pharmaceutical Services. Mr. Zenner holds a B.A. from Creighton University and a M.B.A. from Fairleigh Dickinson University. He serves on the Board of Trustees for both universities.
Board Committees and Meetings
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Compensation of Directors
Fees
(i) | Twelve Thousand Dollars ($12,000) per year, plus an additional Six Thousand Dollars ($6,000) for service as Chair of the Board and an additional Two Thousand Dollars ($2,000) for service as Chair of the Audit Committee or the Compensation Committee of the Board; plus |
(ii) | One Thousand Dollars ($1,000) for each regular or special Board meeting attended by such director in person, and Seven Hundred Fifty Dollars ($750) for each regular or special Board meeting attended by such director by telephone or videoconference; plus |
(iii) | For members of the Audit Committee and the Compensation Committee of the Board, Five Hundred Dollars ($500) for each meeting of either such committee attended by such director in person, and Two Hundred Fifty Dollars ($250) for each meeting of either such committee attended by such director by telephone or videoconference; plus |
(iv) | Reimbursement for out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. |
Directors’ Stock Option Plan
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as on the date of each Annual Meeting during the director’s service on such committee (a “Committee Service Option”). There is currently no stock option grant contemplated for participation on other committees.
Director | Number of Shares Subject to Options Granted under the Directors Plan | Weighted Average Exercise Price Per Share | |||||||
---|---|---|---|---|---|---|---|---|---|
Alexander E. Barkas, Ph.D. | 32,500 | $5.08 | |||||||
Edward V. Fritzky | 25,000 | $4.76 | |||||||
Thomas D. Kiley, Esq. | 22,500 | $5.08 | |||||||
Robert B. Stein, M.D., Ph.D.(1) | 20,000 | $5.08 | |||||||
John P. Walker | 22,500 | $5.08 | |||||||
Patrick J. Zenner | 25,000 | $4.76 |
(1) | Dr. Stein resigned from the Board in September 2003. |
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Additional Option Grants to Directors
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
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REQUIRED VOTE
The Board of Directors Unanimously Recommends That
Stockholders VoteFOR Proposal 2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership(1) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Beneficial Owner | Number of Shares | Percent of Total | |||||||||
Directors/Nominees and Named Executive Officers: | |||||||||||
Alexander E. Barkas, Ph.D.(2) | 237,453 | * | |||||||||
Edward V. Fritzky(3) | 117,083 | * | |||||||||
Thomas D. Kiley, Esq.(4) | 151,383 | * | |||||||||
Robert B. Stein, M.D., Ph.D.(5) | — | * | |||||||||
John P. Walker(6) | 98,183 | * | |||||||||
Patrick J. Zenner(7) | 70,417 | * | |||||||||
David J. Earp, J.D., Ph.D.(8) | 231,730 | * | |||||||||
David L. Greenwood(9) | 548,298 | 1.37 | % | ||||||||
Calvin B. Harley, Ph.D.(10) | 361,544 | * | |||||||||
Jane S. Lebkowski, Ph.D.(11) | 257,224 | * | |||||||||
Thomas B. Okarma, Ph.D., M.D.(12) | 894,887 | 2.21 | % | ||||||||
All directors and executive officers as a group (13 persons) | 3,213,089 | 7.53 | % |
* | Represents beneficial ownership of less than 1% of the Common Stock. |
(1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of February 20, 2004 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of each other person. The persons named in this table, to the best of the Company’s knowledge, have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and except as indicated in the other footnotes to this table. |
(2) | Includes 11,537 shares held directly by Alexander E. Barkas, 882 shares held by Lynda Wijcik, the spouse of Dr. Barkas, 17,056 shares held by the Barkas-Wijcik Trust under Agreement dated July 26, 1999, and 207,978 shares issuable upon the exercise of outstanding options held by Dr. Barkas exercisable within 60 days of February 20, 2004. |
(3) | Represents 10,000 shares held directly by Edward V. Fritzky and 107,083 shares issuable upon the exercise of outstanding options held by Mr. Fritzky exercisable within 60 days of February 20, 2004. |
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(4) | Includes 9,705 shares held by the Kiley Family Partnership and 21,654 shares held by the Thomas D. Kiley and Nancy L.M. Kiley Revocable Trust under Agreement dated August 7, 1981. Also includes 120,024 shares issuable upon the exercise of outstanding options held by Mr. Kiley exercisable within 60 days of February 20, 2004. |
(5) | Dr. Stein resigned from the Board in September 2003. |
(6) | Represents 98,183 shares issuable upon the exercise of outstanding options held by John P. Walker exercisable within 60 days of February 20, 2004. |
(7) | Represents 70,417 shares issuable upon the exercise of outstanding options held by Patrick J. Zenner exercisable within 60 days of February 20, 2004. |
(8) | Includes 14,750 shares held directly by David J. Earp and 216,980 shares issuable upon the exercise of outstanding options held by Dr. Earp exercisable within 60 days of February 20, 2004. |
(9) | Includes 7,788 shares held directly by David L. Greenwood and 540,510 shares issuable upon the exercise of outstanding options held by Mr. Greenwood exercisable within 60 days of February 20, 2004. |
(10) | Includes 7,266 shares held directly by Calvin B. Harley and 354,278 shares issuable upon the exercise of outstanding options held by Dr. Harley exercisable within 60 days of February 20, 2004. |
(11) | Includes 10,139 shares held directly by Jane S. Lebkowski and 247,085 shares issuable upon the exercise of outstanding options held by Dr. Lebkowski exercisable within 60 days of February 20, 2004. |
(12) | Includes 4,158 shares held directly by Thomas B. Okarma and 890,729 shares issuable upon the exercise of outstanding options held by Dr. Okarma exercisable within 60 days of February 20, 2004. |
EQUITY COMPENSATION PLANS
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 reflected in column (a)) | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | ||||||||||||
Equity compensation plans approved by security holders(1) | 6,119,480 | $ | 8.02 | 4,632,479 | (2),(3) | |||||||||
Equity compensation plans not approved by security holders | 2,224,984 | (4) | $ | 15.44 | — | |||||||||
Total | 8,344,464 | $ | 10.00 | 4,632,479 |
(1) | Includes the 1992 Stock Option Plan, the 1996 Director’s Stock Option Plan and the 2002 Equity Incentive Plan. |
(2) | Includes 352,940 shares of common stock reserved for issuance under Geron’s 1996 Employee Stock Purchase Plan. |
(3) | Does not include future automatic annual increases under Geron’s 2002 Equity Incentive Plan. The maximum number of shares to be reserved will automatically increase on each anniversary date of the Board of Directors adoption of the 2002 Plan during the term of the 2002 Plan by the least of (i) 2,000,000 shares, (ii) 4% of the Company’s outstanding common stock as of such anniversary date, or (iii) a lesser amount determined by the Board. |
(4) | Represents outstanding warrants issued in conjunction with equity financing transactions, consulting services agreements and license agreements with research institutions. For further details, see Note 11 of Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2004. |
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EXECUTIVE COMPENSATION
Compensation of Executive Officers
Summary Compensation Table
Annual Compensation | Long-Term Compensation Awards | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary($) | Bonus($) | Other Annual Compensation($)(1) | Securities Underlying Options(#) | All Other Compensation($)(2) | ||||||||||||||||||
Thomas B. Okarma, M.D., Ph.D. | 2003 | $ | 420,000 | $ | 268,230 | $42,000 | 100,000 | $ 0 | ||||||||||||||||
President and Chief | 2002 | 420,000 | 0 | 0 | 305,000 | 0 | ||||||||||||||||||
Executive Officer | 2001 | 342,500 | 150,000 | 0 | 240,000 | 0 | ||||||||||||||||||
David L. Greenwood | 2003 | 310,010 | 153,040 | 31,000 | 75,000 | 14,000 | ||||||||||||||||||
Executive Vice President, | 2002 | 310,010 | 0 | 0 | 235,000 | 12,000 | ||||||||||||||||||
Chief Financial Officer | 2001 | 275,000 | 75,350 | 0 | 155,000 | 0 | ||||||||||||||||||
and Treasurer | ||||||||||||||||||||||||
Calvin B. Harley, Ph.D. | 2003 | 257,250 | 74,260 | 25,725 | 37,500 | 14,000 | ||||||||||||||||||
Vice President and | 2002 | 257,250 | 0 | 0 | 100,000 | 12,000 | ||||||||||||||||||
Chief Scientific Officer | 2001 | 245,000 | 46,060 | 0 | 85,000 | 0 | ||||||||||||||||||
David J. Earp, J.D., Ph.D. | 2003 | 243,800 | 103,290 | 24,380 | 37,500 | 12,000 | ||||||||||||||||||
Vice President of | 2002 | 243,800 | 0 | 0 | 101,000 | 11,000 | ||||||||||||||||||
Intellectual Property | 2001 | 230,000 | 50,370 | 0 | 119,000 | 0 | ||||||||||||||||||
Jane S. Lebkowski, Ph.D. | 2003 | 235,400 | 99,730 | 23,540 | 37,500 | 12,000 | ||||||||||||||||||
Senior Vice President of | 2002 | 235,400 | 0 | 0 | 106,000 | 11,000 | ||||||||||||||||||
Regenerative Medicine | 2001 | 220,000 | 48,180 | 0 | 129,000 | 0 |
(1) | The amounts in this column consist of retention bonuses paid in January 2004. Following the restructuring in January 2003, the Company entered into employment agreements with its remaining executive officers and certain other employees. Among other provisions, the employment agreements provided for the Company to pay on January 5, 2004 a retention bonus equal to 10% of the employee’s 2003 annual salary. The Company paid the retention bonuses with shares of Geron common stock equal to the value of each employee’s bonus amount at a price of $10.10 per share. See information about the employment agreements under “Employment, Severance and Change of Control Agreements” on page 13. |
(2) | The amounts in this column consist of matching contributions made by the Company under the Geron 401(k) Plan, a plan providing for broad-based employee participation. Under the 401(k) Plan, participating employees may contribute up to the annual Internal Revenue Service contribution limit. In December 2003 and 2002, the Board of Directors approved a matching contribution equal to 100% of each employee’s annual contributions during 2003 and 2002. The matching contribution is invested in Geron’s common stock and vests ratably over four years for each year of service completed by the employee, commencing from the date of hire, until it is fully vested when the employee has completed four years of service. The 2002 contributions were made on January 2, 2003 at a market value of $3.60 per share. The 2003 contributions were made on January 2, 2004 at a market value of $10.10 per share. |
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Stock Option Grants in Fiscal Year 2003
Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(4) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Underlying Options Granted (#)(1) | Percent of Total Options Granted to Employees in Fiscal Year(2) | Exercise or Base Price ($/sh)(3) | Expiration Date | 5% ($) | 10% ($) | |||||||||||||||||||||
Thomas B. Okarma, Ph.D., M.D. | 100,000 | 13.5 | % | $ | 5.08 | 5/30/13 | $ | 319,478 | $ | 809,621 | |||||||||||||||||
David L. Greenwood | 75,000 | 10.1 | % | $ | 5.08 | 5/30/13 | $ | 239,609 | $ | 607,216 | |||||||||||||||||
Calvin B. Harley, Ph.D. | 37,500 | 5.1 | % | $ | 5.08 | 5/30/13 | $ | 119,804 | $ | 303,608 | |||||||||||||||||
David J. Earp, Ph.D., J.D. | 37,500 | 5.1 | % | $ | 5.08 | 5/30/13 | $ | 119,804 | $ | 303,608 | |||||||||||||||||
Jane S. Lebkowski, Ph.D. | 37,500 | 5.1 | % | $ | 5.08 | 5/30/13 | $ | 119,804 | $ | 306,608 |
(1) | Each of these stock options, which were granted under the 2002 Equity Incentive Plan, is exercisable in a series of installments measured from the vesting commencement date generally over 48 months, provided that each Named Executive Officer continues to provide services to the Company. In the event of certain transactions involving a change in control of the Company, the options will vest in full. The maximum term of each option grant is ten years from the date of grant. |
(2) | Based on an aggregate of 742,000 options granted by the Company under the 2002 Equity Incentive Plan in the year ended December 31, 2003 to all employees of the Company, including the Named Executive Officers. |
(3) | Exercise price is the closing sales price of the Common Stock underlying the stock option on the grant date as reported on the Nasdaq National Market. |
(4) | The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by the Securities and Exchange Commission. There is no assurance provided to any executive officer or any other holder of the Company’s securities that the actual stock price appreciation over the ten year option term will be at the assumed 5% and 10% levels or at any other defined level. Unless the market price of the Common Stock appreciates over the option term, no value will be realized from the option grants made to the executive officers. |
Aggregate Option Exercises in Fiscal Year 2003 and Fiscal Year-End Option Values
Number of Securities Underlying Unexercised Options at Fiscal Year-End(2)(#) | Value of Unexercised in-the-Money Options at Fiscal Year-End(3)($) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise(#) | Value Realized(1)($) | Vested | Unvested | Vested | Unvested | |||||||||||||||||||||
Thomas B. Okarma, Ph.D., M.D | — | $ | — | 836,563 | 428,437 | $ | 2,170,750 | $ | 1,599,620 | ||||||||||||||||||
David L. Greenwood | 16,011 | 99,887 | 502,488 | 278,853 | 1,679,605 | 1,216,375 | |||||||||||||||||||||
Calvin B. Harley, Ph.D. | 20,000 | 113,566 | 336,101 | 130,467 | 1,304,268 | 523,450 | |||||||||||||||||||||
David J. Earp, J.D., Ph.D. | — | — | 195,782 | 141,718 | 235,625 | 515,700 | |||||||||||||||||||||
Jane S. Lebkowski, Ph.D. | — | — | 224,637 | 147,863 | 474,401 | 537,044 |
(1) | Fair market value of the Company’s Common Stock on the date of exercise (based on the closing sales price reported on the Nasdaq National Market or the actual sales price if the shares were sold by the optionee on the same date) less the exercise price. |
(2) | These stock options, which were granted either under the 2002 Equity Incentive Plan or the 1992 Stock Option Plan, are exercisable in a series of installments measured from the vesting commencement date generally over |
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48 months, provided that each Named Executive Officer continues to provide services to the Company. In the event of certain transactions involving a change in control of the Company, the options will vest in full. The maximum term of each option grant is ten years from the date of grant. |
(3) | Based on the closing sales price of the Common Stock as of December 31, 2003, quoted on the Nasdaq National Market ($9.97 per share), minus the per share exercise price, multiplied by the number of shares underlying the option. |
CERTAIN TRANSACTIONS
Promissory Notes
Employment Agreements and Severance Plan
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each employee to receive a severance payment upon a triggering event following a change of control. A triggering event is defined as an event where (i) an employee is terminated by the Company without cause in connection with a change of control or within 12 months following a change of control; or (ii) an employee is not offered comparable employment (new or continuing) by the Company or the Company’s successor or acquirer within 30 days after the change of control or any employment offer is rejected; or (iii) after accepting (or continuing) employment with the Company after a change of control, an employee resigns within six 6 months following a change of control due to a material change in the terms of employment. Severance payments range from two to 18 months of base salary, depending on the employee’s position with the Company.
Compensation Committee Interlocks and Insider Participation
COMPENSATION COMMITTEE REPORT(1)
Philosophy
• | competitive pay practices, taking into account the pay practices of life science and pharmaceutical companies with which the Company competes for talented executives and are included in the Nasdaq-Pharmaceutical Index; |
• | annual incentive programs which are designed to encourage executives to focus on the achievement of specific short-term corporate goals as well as longer-term strategic objectives; and |
• | equity-based incentives designed to motivate executives over the long-term, to align the interests of management and stockholders and to ensure that management is appropriately rewarded for achievements which benefit the Company’s stockholders. |
(1) | This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
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Chief Executive Officer and Other Executive Officers Compensation
• | Base Salary: Base salary ranges are reviewed annually and adjustments are made at the beginning of the fiscal year to reflect changes in job description or market conditions. When establishing or reviewing compensation levels for each executive officer, the Committee considers numerous factors, including the qualifications of the executive, his or her level of relevant experience, specific operating roles and duties and strategic goals for which the executive has responsibility. |
• | Cash Bonus: Cash bonuses are awarded on a discretionary basis, usually following the Company’s fiscal year-end, and are based on the achievement of corporate and individual goals set by the Board and the Company’s Chief Executive Officer at the beginning of the year, as well as the financial condition of the Company. |
• | Stock Option Grants: The Company has used the grant of options under its 2002 Equity Incentive Plan to underscore the common interests of stockholders and management. Options granted to executive officers are intended to provide a continuing financial incentive to maximize long-term value to stockholders and to make each executive’s total compensation opportunity competitive. In addition, because stock options generally become exercisable over a period of several years, options encourage executives to remain in the long-term employ of the Company. In determining the size of an option to be granted to an executive officer, the Committee takes into account an officer’s position and level of responsibility within the Company, the officer’s existing stock and option holdings, and the potential reward to the officer if the stock price appreciates in the public market. |
• | the reduction of program expenses and concentration of resources; |
• | closing of two financings resulting in net proceeds of $84.8 million; |
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• | continued strengthening of intellectual property position; |
• | positive preliminary results from the telomerase cancer vaccine clinical study; |
• | continued progress in the telomerase inhibition drug development program; and |
• | continued progress in development of human embryonic stem cell programs. |
Compliance with Internal Revenue Code Section 162(m)
16
PERFORMANCE GRAPH(1)
Comparison of Five Year Cumulative Total Return on Investment Among
Geron Corporation, the Nasdaq-US Index and the Nasdaq-Pharmaceutical Index(2)
(1) | This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
(2) | Shows the cumulative total return on investment assuming an investment of $100 in each of the Company, the Nasdaq-U.S. and the Nasdaq-Pharmaceutical on December 31, 1998. The cumulative total return on the Company’s stock has been computed based on a price of $10.875 per share, the price at which the Company’s shares closed on December 31, 1998. |
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AUDIT COMMITTEE REPORT(1)
• | maintenance by management of the reliability and integrity of the accounting policies and financial reporting and financial disclosure practices of the Company; |
• | establishment and maintenance by management of processes to assure that an adequate system of internal controls is functioning within the Company; and |
• | retention and termination of the independent auditors. |
1) | The Audit Committee has reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2003 with management and the independent auditors. |
2) | The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), other professional standards, membership provisions of the SEC Practice Session, and other SEC rules, as currently in effect. |
3) | The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as currently in effect, and it has discussed with the auditors their independence from the Company. |
4) | The Audit Committee has considered whether the independent auditors’ provision of non-audit services to the Company is compatible with maintaining the auditors’ independence. |
(1) | This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees and All Other Fees
Fiscal Year Ended December 31, 2003 | Fiscal Year Ended December 31, 2002 | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees | $ | 283,835 | $ | 158,215 | ||||||
• Audit of our annual consolidated financial statements; | ||||||||||
• Reviews of our quarterly consolidated financial statements included in our Quarterly Reports on Forms 10-Q; and | ||||||||||
• Services provided in connection with SEC filings, including consents and comfort letters. | ||||||||||
Audit Related Fees | 11,050 | — | ||||||||
• Consultations on accounting and auditing matters related to proposed transactions. | ||||||||||
Tax Fees | — | 24,941 | ||||||||
All Other Fees | — | — |
CORPORATE GOVERNANCE
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promulgated by the Securities and Exchange Commission (SEC) and the National Association of Securities Dealers (NASD), and implements other corporate governance practices as it believes are in the best interest of the Company and its stockholders. The Company believes that it has in place policies, which are designed to enhance our stockholders’ interests.
Code of Conduct
The Board of Directors
Section 16(a) Beneficial Ownership Reporting Compliance
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Stockholder Nominations and Proposals for 2005 Annual Meeting
(i) | experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment; |
(ii) | experience in the Company’s industry and with relevant social policy concerns; |
(iii) | experience as a board member of another publicly held company; |
(iv) | academic expertise in an area of the Company’s operations; and |
(v) | practical and mature business judgment, including ability to make independent analytical inquiries. |
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OTHER MATTERS
William D. Stempel
Secretary
April 2, 2004
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APPENDIX A
GERON CORPORATION
COMPENSATION COMMITTEE CHARTER
I. Purpose
II. Membership
III. Procedures
A-1
personnel employed or retained by the Company or any other person whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the chief executive officer may not be present during voting or deliberations concerning his or her compensation, and the Committee may, as it deems appropriate, exclude from its meetings any persons, including but not limited to any non-management director who is not a member of the Committee.
IV. Duties and Responsibilities
1. | The Committee shall, at least annually, review the compensation philosophy of the Company. |
2. | The Committee shall, at least annually, review and approve corporate goals and objectives relating to the compensation of the chief executive officer, evaluate the performance of the chief executive officer in light of those goals and objectives and determine and approve the compensation of the chief executive officer based on such evaluation. The Committee shall have sole authority to determine the chief executive officer’s compensation. |
3. | The Committee shall, at least annually, review and approve all compensation for all other officers (as such term is defined in Rule 16a-1, promulgated under the 1934 Act) and shall review and approve all employment agreements and severance arrangements for any officer (including the chief executive officer). |
4. | The Committee shall make recommendations to the Board with respect to non-officer compensation. |
5. | The Committee shall periodically review all annual bonus, long-term incentive compensation, stock option, employee pension and welfare benefit plans applicable to executive officers of the Company, and with respect to each plan shall have responsibility for: |
i. | approving any awards to executive officers under such plans; |
ii. | establishing, in its discretion, specific performance targets for purposes of Section 162(m) of the Code or otherwise, and determining whether such targets, if any, have been met; and |
iii. | to the extent the Committee executive officers are granted restricted securities to which the Company has repurchase rights, determining whether to repurchase such securities from terminated executive officers. |
6. | The Committee shall periodically review the need for a Company policy regarding compensation paid to the Company’s executive officers in excess of limits deductible under Section 162(m) of the Code, and shall determine the Company’s policy with respect to change of control or “parachute” payments. |
7. | The Committee shall manage and review executive officer and director indemnification and insurance matters. |
8. | The Committee shall prepare and approve the Compensation Committee report to be included as part of the Company’s annual proxy statement. |
9. | The Committee shall evaluate its own performance periodically, including its compliance with this Charter, and provide any written material with respect to such evaluation to the Board, including any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate. |
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10. | The Committee shall review and reassess this Charter periodically and submit any recommended changes to the Board for its consideration. |
11. | In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, except that it shall not delegate its responsibilities set forth in paragraphs 3 and 5 of this Section IV above or for any matters that involve executive compensation or any matters where it has determined such compensation is intended to comply with Section 162(m) of the Code by virtue of being approved by a committee of “outside directors” or is intended to be exempt from Section 16(b) under the 1934 Act pursuant to Rule 16b-3 by virtue of being approved by a committee of “non-employee directors.” |
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APPENDIX B
GERON CORPORATION
NOMINATING COMMITTEE CHARTER
I. Purpose
(a) | the identification of qualified candidates to become Board members; |
(b) | the selection of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected); |
(c) | the selection of candidates to fill any vacancies on the Board; and |
(d) | oversight of the evaluation of the board. |
II. Membership
III. Procedures
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there are fewer than two members of the Committee able to consider the nomination, the Chair of the Board (or, if the Chair of the Board is himself a candidate, the Chair of the Audit Committee) will appoint another member of the Board as an acting member of the Committee for purposes of such nomination.
IV. Duties and Responsibilities
1. | (a) | At an appropriate time prior to each annual meeting of stockholders at which directors are to be elected or reelected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve. |
(b) | At an appropriate time after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Committee shall recommend to the Board for appointment by the Board to fill such vacancy, such person or persons as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve. |
(c) | For purposes of (a) and (b) above, the Committee may consider the following criteria, among others the Committee shall deem appropriate, in recommending candidates for election to the Board: |
(i) | personal and professional integrity, ethics and values; |
(ii) | experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded company in today’s business environment; |
(iii) | experience in the Company’s industry and with relevant social policy concerns; |
(iv) | experience as a board member of another publicly held company; |
(v) | academic expertise in an area of the Company’s operations; and |
(vi) | practical and mature business judgment, including ability to make independent analytical inquiries. |
2. | The Committee shall consider, develop and recommend to the Board such policies and procedures with respect to the nomination of directors as may be required or required to be disclosed pursuant to any rules promulgated by the Securities and Exchange Commission or Nasdaq, or otherwise considered to be desirable and appropriate in the discretion of the Committee. |
3. | The Committee shall evaluate its own performance periodically, including its compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate. |
4. | The Committee shall periodically report to the Board on its findings and actions. |
5. | The Committee shall review and reassess this Charter at least every two years and submit any recommended changes to the Board for its consideration. |
6. | In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company’s certificate of incorporation, bylaws, applicable law and Nasdaq rules. |
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| THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS | ||
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| P | GERON CORPORATION | ||
2004 ANNUAL MEETING OF STOCKHOLDERS | ||||
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The undersigned stockholder of Geron Corporation, a Delaware corporation (the “Company”), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 2, 2004, and hereby appoints Thomas B. Okarma, David L. Greenwood and William D. Stempel, or any of them, as proxies and attorneys-in-fact with full power to each of substitution, on behalf and in the name of the undersigned to represent the undersigned at the 2004 Annual Meeting of Stockholders of Geron Corporation to be held on May 27, 2004, at 8:30 a.m. local time, at the Company’s headquarters at 230 Constitution Drive, Menlo Park, CA 94025 and at any adjournment(s) or postponement(s) thereof, and to vote all shares of common stock that the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side, and in their discretion, upon such other matter or matters that may properly come before the meeting and any adjournment(s) or postponement(s) thereof. | ||||
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| This proxy will be voted as directed or, if no contrary direction is indicated, will be voted as follows: (1) for the election of two Class II Directors to hold office until the Annual Meeting of Stockholders in the year 2007; (2) to ratify appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2004; and as said proxies deem advisable on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof. |
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1. Election of Class II Directors. |
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Nominees: Thomas D. Kiley and Edward V. Fritzky | |||||||||||||||||||||
If you wish to withhold authority to vote for any individual nominee, strike a line through that individual’s name. | |||||||||||||||||||||
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2. To ratify appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2004. | |||||||||||||||||||||
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3. As said proxies deem advisable on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof. | |||||||||||||||||||||
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| Note: This proxy should be marked, dated, signed by the stockholder(s) exactly as his or her name appears hereon, and returned in the enclosed envelope. |
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| Dated: __________________________________, 2004 |
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| Please sign exactly as name(s) appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. |
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