(RULE 14a-101)
o | Fee computed on table below per Exchange ActRules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
2. | To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm. | |
3. | To act upon any other matter which may properly come before the Annual Meeting or any adjournment or postponement thereof. |
14200 Shady Grove Road
Rockville, Maryland 20850
2
Director | Principal Occupation and Business Experience | |||||
Name | Age | Since | During the Past Five Years | |||
H. Thomas Watkins | 53 | 2004 | Chief Executive Officer, President and Director of the Company. Mr. Watkins joined the Company in November 2004. From September 1998 to August 2004, served as President of TAP Pharmaceutical Products, Inc. Employed by Abbott Laboratories from September 1985 to August 1998 in various positions in the Pharmaceutical Products Division, Diagnostics Division and HealthSystems Division. Mr. Watkins serves as a Member of the Advisory Board for the School of Business Administration at the College of William & Mary. Serves as a Director of the Lake Forest Hospital Foundation. Mr. Watkins holds a masters degree in Business Administration from the University of Chicago Graduate School of Business and a bachelors degree in Business Administration from the College of William & Mary. | |||
Augustine Lawlor | 49 | 2004 | Member of the Audit and Compensation Committees of the Company. Mr. Lawlor is a Managing Director with HealthCare Ventures LLC. Prior to joining HealthCare Ventures in 2000, Mr. Lawlor served as Chief Operating Officer of LeukoSite from 1997 to 2000. Before joining LeukoSite, Mr. Lawlor served as Chief Financial Officer and Vice President of Corporate Development of Alpha-Beta Technology. He was previously Chief Financial Officer and Vice President, Business Development, of BioSurface Technology. Mr. Lawlor serves on the Board of Directors of a number of private companies, including: Catalyst; Dynogen Pharma, Inc.; GlobeImmune, Inc.; FoldRx Pharmaceuticals, Inc.; Replidyne, Inc.; Upstate Group, Inc.; U.S. Genomics, Inc.; VaxInnate, Corp.; and the Slater Center for Biomedical Technology. He received a B.A. degree from the University of New Hampshire, where he was elected to Phi Beta Kappa, and received a masters degree in management from Yale University. |
3
Director | Principal Occupation and Business Experience | |||||
Name | Age | Since | During the Past Five Years | |||
William D. Young | 61 | 2003 | Member of the Nominating and Corporate Governance Committee of the Company. Mr. Young has served as Chairman of the Board and CEO of Monogram Biosciences (formerly ViroLogic, Inc.) since 1999. From 1980 until 1999, he was employed at Genentech, Inc., most recently as Chief Operating Officer. As COO at Genentech, Mr. Young was responsible for all of the company’s development, operations and commercial functions. Prior to joining Genentech, Mr. Young was employed by Eli Lilly and Company for 14 years. In addition to Monogram Biosciences, Mr. Young serves on the Boards of Directors of Biogen IDEC, Inc. and Theravance, Inc. He received his BS in chemical engineering from Purdue University and his MBA from Indiana University. In 1993, he was elected to membership in the National Academy of Engineering division of the National Academy of Sciences for his contributions to the development of manufacturing technology for biotechnology-based drug products, and in 2000 Purdue University awarded him an Honorary Doctorate of Engineering. |
election of the Directors whose term will expire in 2009.
4
Director | Principal Occupation and Business Experience | |||||
Name | Age | Since | During the Past Five Years | |||
Richard J. Danzig | 61 | 2001 | Member of the Nominating and Corporate Governance Committee of the Company. Consultant to The Defense Advanced Research Projects Agency on Biological Terrorism and the Department of Homeland Security. Nunn Prize Fellow at the Center for Strategic and International Studies and Senior Fellow at the Center for Naval Analyses. Serves on the Boards of Directors of National Semiconductor Corporation and Saffron Hill Ventures, and as a member of the Board of Directors of the Partnership for Public Service. Served as Secretary of the Navy from 1998 to 2001 and as Under Secretary of the Navy from 1993 to 1997. Traveling Fellow of the Center for International Political Economy and an Adjunct Professor at Syracuse University’s Maxwell School of Citizenship & Public Affairs between 1997 and 1998. A Partner in the law firm of Latham and Watkins from 1981 to 1993. | |||
Jürgen Drews, M.D. | 72 | 1998 | Member of the Nominating and Corporate Governance Committee of the Company. Chairman and Partner of International Biomedicine Management Partners, Basel, Switzerland, from 1997 to 2001. Managing Partner of Bear Stearns Health Innoventures from 2001 to 2004. Member of the Executive Committee of the Roche Group, Hoffman-La Roche, Inc., from 1986 until his retirement in 1998. Dr. Drews also served as President, Global Research for the Roche Group from 1996 until 1998. He was President, International Research and Development at the Roche Group from 1991 until 1996. Before joining Roche in 1985, Dr. Drews was Head of International Pharmaceutical Research and Development of Sandoz, Ltd. in Basel, Switzerland. Dr. Drews serves as Chairman of the Board of Directors of Genaissance Pharmaceuticals Inc. and is a Director of MorphoSys GmbH as well as Genomics Pharmaceutical Company (GPC Biotech AG), both in Munich, Germany. | |||
Argeris (Jerry) N. Karabelas, Ph.D. | 53 | 2002 | Chairman of the Board and member of the Compensation Committee of the Company. Partner of Care Capital LLC since 2001. Founder and Chairman of Novartis BioVenture Fund from 2000 to 2001; Head of Healthcare and CEO of Worldwide Pharmaceuticals at Novartis, AG from 1998 to 2000; Executive Vice-President, Pharmaceuticals at SmithKline Beecham from 1997 to 1998; President, North American Pharmaceuticals at SmithKline Beecham from 1993 to 1997; Vice President of U.S. Marketing, SmithKline Beecham, from 1990 to 1993. Dr. Karabelas is a visiting Committee Member of MIT Health Studies & Technology, a Director of SkyePharma PLC, Chairman of Nitromed, Inc., Chairman of Renovo PLC, a Director of Anadys, Inc., Chairman of Acura Pharmaceuticals, Inc., Chairman of Vanda Pharmaceuticals Inc., a Director of the International Partnership for Microbicides, Chairman of Inoteck, Inc., and a Trustee of the Fox Chase Cancer Center. |
5
Director | Principal Occupation and Business Experience | |||||
Name | Age | Since | During the Past Five Years | |||
Tuan Ha-Ngoc | 54 | 2005 | Member of the Audit Committee of the Company. Mr. Ha-Ngoc is President and CEO of AVEO Pharmaceuticals, Inc., a privately held biopharmaceutical company focused on the discovery and development of novel cancer therapeutics. From 1999 to 2002, he was co-founder, President and CEO of deNovis, Inc., an enterprise-scale software development company for the automation of healthcare administrative functions. From 1998 to 1999, Mr. Ha-Ngoc was Corporate Vice President of Strategic Development for Wyeth, following Wyeth’s acquisition of Genetics Institute, where Mr. Ha-Ngoc served as Executive Vice President with responsibility for Corporate Development, Commercial Operations, European and Japanese Operations. Prior to joining Genetics Institute in 1984, Mr. Ha-Ngoc held various marketing and business positions at Baxter Healthcare, Inc. He received his MBA degree from INSEAD and his Master’s degree in pharmacy from the University of Paris, France.Mr. Ha-Ngoc serves on the Board of Directors of ArQule, Inc., and on the Boards of a number of academic and nonprofit organizations, including the Harvard School of Dental Medicine, the Tufts School of Medicine, the Belmont Hill School, the Boston Philharmonic Orchestra, and the International Institute of Boston. | |||
Max Link, Ph.D. | 65 | 1995 | Member of the Audit and Compensation Committees of the Company. Dr. Link has held a number of executive positions with pharmaceutical and healthcare companies. From March 2001 until September 2003, he served as Chairman and subsequently CEO of Centerpulse, Ltd. (previously Sulzer Medica). He served as Chief Executive Officer of Corange Limited, from May 1993 until June 1994. Prior to joining Corange Limited, Dr. Link held a number of positions within Sandoz Pharma Ltd., including Chief Executive Officer from 1987 until April 1992, and Chairman from April 1992 until May 1993. Dr. Link is currently Chairman of the Boards of Directors of Alexion Pharmaceuticals, Inc.; Celsion Corporation; CytRx and PDL Biopharma and serves on the Boards of Directors of Access Pharmaceuticals, Inc. and Discovery Laboratories, Inc. Dr. Link received his doctorate in Economics from the University of St. Gallen. |
6
Director | Principal Occupation and Business Experience | |||||
Name | Age | Since | During the Past Five Years | |||
Robert C. Young, M.D. | 66 | 2005 | Member of the Nominating and Corporate Governance Committee of the Company. Dr. Young has served as President of Fox Chase Cancer Center in Philadelphia, Pennsylvania since 1988. From 1974 to 1988, he was employed at the National Cancer Institute as Chief, Medical Branch. Dr. Young is Chairman of the Board of Scientific Advisors of the National Cancer Institute (NCI) and formerly served on the National Cancer Policy Board at the Institute of Medicine. He is a past President of the American Society of Clinical Oncology (ASCO), the American Cancer Society and the International Gynecologic Cancer Society. He was awarded ASCO’s Distinguished Service Award for Scientific Leadership in 2004 and was co-recipient of the 2002 Bristol-Myers Squibb Award for Distinguished Achievement in Cancer Research for his research in ovarian cancer. He also serves on the Board of Directors of West Pharmaceutical Services, Inc., and is past Chairman of the Comprehensive Cancer Network. Dr. Young serves as chairman of the editorial board of Oncology Times. Dr. Young received his B.Sc. degree in zoology in 1960 from Ohio State University and his M.D. in 1965 from Cornell University Medical College. Following his internship at New York Hospital, he completed his residency at NCI and Yale-New Haven Medical Center. He is board-certified in internal medicine, hematology and oncology by the American Board of Internal Medicine. |
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8
Executive Officer | Age | Positions | ||||
Susan Bateson McKay | 51 | Ms. Bateson McKay is Senior Vice President, Human Resources, of the Company and has served at the Company since January 1997. Prior to joining the Company, Ms. Bateson McKay served as Director of Human Resources and Administration at Finnegan, Henderson, Farabow, Garrett & Dunner, L.L.P., from May 1994 to December 1996. From 1983 to 1994, Ms. Bateson McKay was employed by J.P. Morgan & Co., Incorporated and was appointed Vice President, Human Resources, in 1985. Ms. Bateson McKay holds a masters degree in Business Administration from New York University and a bachelors degree, cum laude, in Economics from Mount Holyoke College. |
9
Executive Officer | Age | Positions | ||||
James H. Davis, Ph.D., J.D. | 54 | Dr. Davis is Executive Vice President, General Counsel and Secretary of the Company and has served at the Company since May 1997. From 1995 to 1997, Dr. Davis was Of Counsel to the Washington D.C. law firm of Finnegan, Henderson, Farabow, Garrett & Dunner, L.L.P. Prior to this time, Dr. Davis served in a number of capacities with an agricultural biotechnology company, Crop Genetics International, including General Counsel from 1988 to 1995, Vice President of Research and Development from 1990 to 1995, Secretary from 1990 to 1995 and a member of the Board of Directors from 1992 to 1995. Prior to joining Crop Genetics, Dr. Davis was a Partner in the Washington, D.C. office of Weil, Gotshal & Manges. Dr. Davis holds a doctorate degree in Organic and Theoretical Chemistry from the California Institute of Technology and a law degree from the University of Virginia. | ||||
Alan V. Esenstad | 47 | Mr. Esenstad has served as the Principal Accounting Officer of the Company since December 2005 and has served as Controller of the Company since April 1999. From 1996 to 1999, Mr. Esenstad was Assistant Controller and then Director of Financial Reporting for MICROS Systems, Inc. Mr. Esenstad’s previous experience includes various financial positions with Vie de France Corp. and Martin Marietta Corp. Mr. Esenstad began his career as an auditor with Price Waterhouse & Co. Mr. Esenstad holds a Masters of Business Administration with a concentration in Finance from The George Washington University and a Bachelors of Science degree with a concentration in Accounting from the University of Virginia. Mr. Esenstad is a Certified Public Accountant. |
10
Executive Officer | Age | Positions | ||||
Barry A. Labinger | 42 | Mr. Labinger is Executive Vice President and Chief Commercial Officer of the Company and has served the Company since August of 2005. He has also served as Chief Financial Officer on an interim basis since December 2005. From 2002 to 2005, he led the global pharmaceutical business at 3M Company as Division Vice President. From 2000 to 2002 at Immunex Corporation, Mr. Labinger was Senior Vice President and General Manager, Commercial Operations and, previously, Vice President of Marketing. He held commercial leadership positions at Bristol-Myers Squibb from 1997 to 2000, including Senior Director, Diabetes Marketing. From 1990 to 1997, he served in various sales and marketing positions at Abbott Laboratories. Mr. Labinger holds a Masters of Business Administration from the Kellogg Graduate School of Management at Northwestern University. | ||||
Curran Simpson | 44 | Mr. Simpson is Senior Vice President, Operations, of the Company and has served at the Company since March 2003. Prior to joining the Company, Mr. Simpson was Director, Manufacturing Sciences at Biogen, Inc. from 2001 to 2003. He served as Director, Engineering at Covance Biotechnology Services, Inc. from 1999 to 2001. He served as Recovery Technology Coordinator, Worldwide and Pilot Plant Manager, North America Division at Novo-Nordisk Biochem, Inc. from 1995 to 1997. Mr. Simpson served as Senior Research Engineer at Genentech, Inc. from 1992 to 1995. He served as Senior Scientist, Development at Genencor, Inc. (former subsidiary of Genentech) from 1987 to 1992 and served as Senior Chemist at Nalco Chemical Co. from 1985 to 1987. Mr. Simpson earned his M.S. in Surface and Colloid Science (Physical Chemistry) from Clarkson University, and his B.S. in Chemical Engineering/Chemistry from the Clarkson College of Technology. |
11
Executive Officer | Age | Positions | ||||
David C. Stump, M.D. | 56 | Dr. Stump is Executive Vice President, Drug Development, and has served at the Company since November 1999. From October 1995 to October 1999, he served as Vice President, Clinical Research and Genentech Fellow at Genentech, Inc. Dr. Stump first joined Genentech in 1989 as Director, Clinical Research and leader of its thrombolytic therapy drug development program. Prior to joining Genentech he was Associate Professor of Medicine and Biochemistry at the University of Vermont. He received his medical degree at Indiana University and his postgraduate training at the University of Iowa as well as the University of Leuven, Belgium. He is board certified in Internal Medicine, Hematology and Medical Oncology and is a Fellow of the American Colleges of Physicians and the Council on Arteriosclerosis, Thrombosis and Vascular Biology of the American Heart Association. He is the author of approximately 60 scientific publications and a Trustee of Adventis Health Care. |
12
PUBLIC ACCOUNTING FIRM
13
14
Number of | ||||||||
Name and Address of Beneficial Owner(1) | Shares Owned | Percent Owned | ||||||
Wellington Management Company, LLP | 15,130,170 | (2) | 11.6 | %(2) | ||||
75 State Street | ||||||||
Boston, Massachusetts 02109 | ||||||||
FMR Corp. | 12,980,810 | (3) | 9.9 | %(3) | ||||
82 Devonshire Street | ||||||||
Boston, Massachusetts 02109 | ||||||||
Sid R. Bass Management Trust | 10,159,250 | (4) | 7.8 | %(4) | ||||
201 Main Street, Ste. 2600 | ||||||||
Fort Worth, Texas 76102 | ||||||||
Directors, Nominees and Executive Officers | ||||||||
H. Thomas Watkins | 452,000 | (5) | * | |||||
Susan Bateson McKay | 568,713 | (6) | * | |||||
Richard J. Danzig | 91,083 | (7) | * | |||||
James H. Davis, Ph.D., J.D. | 1,387,131 | (8) | 1.1 | % | ||||
Jürgen Drews, M.D. | 139,583 | (9) | * | |||||
Alan V. Esenstad | 117,378 | (10) | * | |||||
Tuan Ha-Ngoc | 2,780 | (11) | * | |||||
Argeris (Jerry) N. Karabelas, Ph.D. | 83,583 | (12) | * | |||||
Barry A. Labinger | 50,000 | (13) | * | |||||
Augustine Lawlor | 31,202 | (14) | * | |||||
Max Link, Ph.D. | 95,121 | (15) | * | |||||
Curran M. Simpson | 108,353 | (16) | * | |||||
David C. Stump, M.D. | 1,141,805 | (17) | * | |||||
Robert C. Young, M.D. | 4,170 | (18) | * | |||||
William D. Young | 46,121 | (19) | * | |||||
Steven C. Mayer | 1,416,304 | (20) | 1.1 | % | ||||
Craig A. Rosen, Ph.D. | 2,468,383 | (21) | 1.9 | % | ||||
All 17 directors and executive officers as a group | 8,203,710 | (22) | 5.9 | % |
* | Percentage is less than 1% of the total number of outstanding shares of the Company’s Common Stock. | |
(1) | Except as otherwise indicated, each party has sole voting and investment power over the shares beneficially owned. | |
(2) | As reported on an Amended Schedule 13G filed on February 14, 2006 by Wellington Management Company, LLP, which may be deemed to beneficially own the shares in its capacity as an investment advisor. | |
(3) | As reported on an Amended Schedule 13G filed on February 14, 2006 by FMR Corp. (“FMR”) and Edward C. Johnson 3d, Chairman and principal shareholder of FMR (“Mr. Johnson”), the shares are beneficially owned by Fidelity Management & Research Company (“Fidelity Research”) as an investment adviser to various investment companies (the “Funds”) and Fidelity Growth Company Fund (“Fidelity |
15
Fund”), with Mr. Johnson, FMR and the Funds each having the sole power to dispose of such shares and the Funds’ Boards of Trustees having the sole power to vote or direct the vote of such shares. Fidelity Research and Fidelity Fund are wholly-owned subsidiaries of FMR. | ||
(4) | As reported on an Amended Schedule 13G filed on February 14, 2006 by the Sid R. Bass Management Trust and certain of its affiliates. | |
(5) | Includes 442,000 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 808,000 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. | |
(6) | Includes 527,363 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 151,709 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. | |
(7) | Includes 83,583 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 28,417 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. | |
(8) | Includes 1,369,131 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 196,899 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. Voting and investment power shared with respect to 3,000 shares of Common Stock. | |
(9) | Includes 139,583 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 28,417��shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. | |
(10) | Includes 112,083 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 56,442 shares issuable upon exercise of options that are not exercisable within 60 days. | |
(11) | Includes 2,780 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 22,220 shares issuable upon exercise of options that are not exercisable within 60 days. | |
(12) | Includes 83,583 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 28,417 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. | |
(13) | Does not include 300,000 shares issuable upon exercise of options that are not exercisable within 60 days. | |
(14) | Includes 29,891 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 34,109 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. | |
(15) | Includes 70,121 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 17,879 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. | |
(16) | Includes 108,353 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 141,647 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. | |
(17) | Includes 1,092,229 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 207,205 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. Voting and investment power shared with respect to 4,576 shares of Common Stock. | |
(18) | Includes 3,170 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 20,830 shares issuable upon exercise of options that are not exercisable within 60 days. |
16
(19) | Includes 46,121 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 33,879 shares issuable upon exercise of options that are not exercisable within 60 days. | |
(20) | Includes 1,319,640 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Also includes 28,000 shares held by Mr. Mayer’s wife, as to which Mr. Mayer shares investment and voting power, and 2,895 shares held by an adult child of Mr. Mayer as to which Mr. Mayer shares investment but not voting power. Effective December 12, 2005, Mr. Mayer resigned his position as Executive Vice President and Chief Financial Officer of the Company. Mr. Mayer ceased being an employee of the Company on December 31, 2005 but continues to serve the Company as a consultant. | |
(21) | Includes 2,191,050 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Also includes 104,000 shares of Common Stock held in trust for Dr. Rosen’s minor children and 24,568 shares held by Dr. Rosen’s wife, as to which Dr. Rosen disclaims beneficial ownership. Does not include 410,513 shares of Common Stock issuable upon exercise of options that are not exercisable within 60 days. Effective December 12, 2005, Dr. Rosen resigned his position as President and Chief Scientific Officer and as a director of the Company. Dr. Rosen ceased to be an employee of the Company on December 31, 2005, but continues to serve the Company as a consultant. | |
(22) | Includes 7,620,681 shares of Common Stock issuable upon exercise of options that are exercisable within 60 days. Does not include 2,486,583 shares issuable upon exercise of options that are not exercisable within 60 days. |
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Long-Term | ||||||||||||||||||||||||||||
Compensation | ||||||||||||||||||||||||||||
Annual Compensation | Awards | |||||||||||||||||||||||||||
Other Annual | Restricted Stock | All Other | ||||||||||||||||||||||||||
Salary(1) | Bonus(2) | Compensation(3) | Awards(4) | Options(5) | Compensation(7) | |||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($) | ($) | (#) | ($) | |||||||||||||||||||||
H. Thomas Watkins (8) | 2005 | 650,000 | 409,000 | 64,667 | — | — | 3,000 | |||||||||||||||||||||
Chief Executive Officer and | 2004 | 62,500 | — | — | — | 1,250,000 | — | |||||||||||||||||||||
President | ||||||||||||||||||||||||||||
David C. Stump, M.D. | 2005 | 385,576 | 205,000 | — | 587,250 | 249,010 | 4,500 | |||||||||||||||||||||
Executive Vice President | 2004 | 330,000 | 200,000 | — | — | (6) | 4,000 | |||||||||||||||||||||
2003 | 315,000 | 132,000 | — | — | 100,000 | 3,500 | ||||||||||||||||||||||
James H. Davis, Ph.D., J.D. | 2005 | 343,808 | 175,000 | — | 195,750 | 234,030 | 4,500 | |||||||||||||||||||||
Executive Vice President | 2004 | 325,000 | 173,600 | — | — | (6) | 4,000 | |||||||||||||||||||||
2003 | 315,000 | 123,600 | — | — | 100,000 | 3,000 | ||||||||||||||||||||||
Susan Bateson McKay | 2005 | 262,000 | 150,000 | — | — | 170,220 | 4,500 | |||||||||||||||||||||
Senior Vice President | 2004 | 253,000 | 147,800 | — | — | (6) | 4,000 | |||||||||||||||||||||
2003 | 221,154 | 97,850 | — | — | 85,000 | 3,000 | ||||||||||||||||||||||
Curran M. Simpson | 2005 | 233,029 | 106,000 | — | — | 115,000 | 3,495 | |||||||||||||||||||||
Senior Vice President | 2004 | 225,000 | 67,500 | — | — | (6) | 2,986 | |||||||||||||||||||||
2003 | 151,539 | 85,000 | — | — | 135,000 | — | ||||||||||||||||||||||
Craig A. Rosen, Ph.D.(9) | 2005 | 430,000 | 300,000 | — | — | 471,800 | 3,500 | |||||||||||||||||||||
Former President and | 2004 | 402,000 | 400,000 | — | — | 50,000 | 3,250 | |||||||||||||||||||||
Chief Scientific Officer | 2003 | 390,000 | 200,850 | — | — | 185,000 | 2,025 | |||||||||||||||||||||
Steven C. Mayer(10) | 2005 | 343,808 | 137,523 | — | 195,750 | 234,030 | 4,500 | |||||||||||||||||||||
Former Executive Vice | 2004 | 325,000 | 173,600 | — | — | (6) | 4,000 | |||||||||||||||||||||
President and Chief | 2003 | 315,000 | 123,600 | — | — | 100,000 | 3,500 | |||||||||||||||||||||
Financial Officer |
18
(1) | Includes amounts earned but deferred at the election of the Named Executive Officer, such as salary deferrals under the Company’s 401(k) Plan established under Section 401(k) of the Internal Revenue Code. | |
(2) | Except for Dr. Rosen and Mr. Mayer, bonuses for 2005 were paid in 2006. The amount reported for Dr. Rosen in the Company’s previous proxy statement inadvertently excluded $100,000 attributable to a spot bonus he received during 2004. | |
(3) | As permitted by rules promulgated by the Securities and Exchange Commission, no amounts are shown with respect to certain perquisites (such as car and housing allowances), where such amounts do not exceed the lesser of (i) 10% of the sum of the salary and bonus of the Named Executive Officer, or (ii) $50,000. Included in the amount reported for Mr. Watkins is $4,085 for supplemental disability insurance premiums, $12,000 car allowance, $26,834 for personal travel expenses and $21,748 for temporary housing expenses. | |
(4) | This column shows the market value of restricted stock awards on the date of grant. The aggregate holdings and market value of restricted stock awards on December 30, 2005, by the individuals listed in this table are: Dr. Stump 45,000 shares/$385,200; Dr. Davis 15,000 shares/$128,400; and Mr. Mayer 15,000 shares/$128,400 (the shares awarded to Mr. Mayer were forfeited on December 31, 2005, the date he ceased to be an employee of the Company). The Company does not pay dividends. | |
(5) | The Company has awarded no Stock Appreciation Rights. | |
(6) | In connection with a stock option exchange program in effect during 2004, the Company made no long-term compensation awards to these Named Executive Officers or to employees participating in the exchange program. Option grants were made during 2005 to these Named Executive Officers and to employees participating in the exchange program. | |
(7) | The amounts reported represent the Company’s contributions to the Named Executive Officer’s account under its 401(k) Plan. | |
(8) | Mr. Watkins became the Company’s Chief Executive Officer in November 2004. | |
(9) | Effective December 12, 2005, Dr. Rosen resigned his position as President and Chief Scientific Officer and a director of the Company. Dr. Rosen ceased to be an employee of the Company on December 31, 2005, but continues to serve the Company as a consultant. | |
(10) | Effective December 12, 2005, Mr. Mayer resigned his position as Executive Vice President and Chief Financial Officer of the Company. Mr. Mayer ceased being an employee of the Company on December 31, 2005 but continues to serve the Company as a consultant. |
19
Potential realizable | ||||||||||||||||||||||||
Individual Grants | value at assumed | |||||||||||||||||||||||
Percent of total | annual rates of stock | |||||||||||||||||||||||
options granted | Exercise price | price appreciation | ||||||||||||||||||||||
Options | to all employees | per share | Expiration | for option term(1) | ||||||||||||||||||||
Name | (#) | in fiscal year | ($) | date | 5%($) | 10%($) | ||||||||||||||||||
H. Thomas Watkins | — | — | — | — | — | — | ||||||||||||||||||
David C. Stump, M.D. | 115,010 | 1.5 | % | 12.56 | 1/17/2015 | 908,454 | 2,302,202 | |||||||||||||||||
134,000 | 1.8 | % | 12.56 | 4/7/2010 | 464,993 | 1,027,513 | ||||||||||||||||||
James H. Davis, Ph.D., J.D. | 100,030 | 1.3 | % | 12.56 | 1/17/2015 | 790,129 | 2,002,341 | |||||||||||||||||
134,000 | 1.8 | % | 12.56 | 4/7/2010 | 464,993 | 1,027,513 | ||||||||||||||||||
Susan Bateson McKay | 85,020 | 1.1 | % | 12.56 | 1/17/2015 | 671,566 | 1,701,880 | |||||||||||||||||
85,200 | 1.1 | % | 12.56 | 4/7/2010 | 295,652 | 653,314 | ||||||||||||||||||
Curran M. Simpson | 55,000 | 0.7 | % | 12.56 | 1/17/2015 | 434,440 | 1,100,957 | |||||||||||||||||
60,000 | 0.8 | % | 9.01 | 12/13/2015 | 339,980 | 861,577 | ||||||||||||||||||
Craig A. Rosen, Ph.D. (2) | 219,800 | 2.9 | % | 12.56 | 1/17/2015 | 1,736,182 | 4,399,826 | |||||||||||||||||
252,000 | 3.3 | % | 12.56 | 4/7/2010 | 874,464 | 1,923,337 | ||||||||||||||||||
Steven C. Mayer (3) | 100,030 | 1.3 | % | 12.56 | 1/17/2015 | 790,129 | 2,002,341 | |||||||||||||||||
134,000 | 1.8 | % | 12.56 | 4/7/2010 | 464,993 | 1,027,513 |
(1) | The assumed annual rates of stock price appreciation of 5% and 10% over ten years are required by the Securities and Exchange Commission to be used for illustration purposes and are not intended to forecast possible future appreciation, if any, of the Company’s Common Stock. | |
(2) | Effective December 12, 2005, Dr. Rosen resigned his position as President and Chief Scientific Officer and a director of the Company. Dr. Rosen ceased to be an employee of the Company on December 31, 2005, but continues to serve the Company as a consultant. | |
(3) | Effective December 12, 2005, Mr. Mayer resigned his position as Executive Vice President and Chief Financial Officer of the Company. Mr. Mayer ceased being an employee of the Company on December 31, 2005 but continues to serve the Company as a consultant. |
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AND OPTION VALUES AT END OF FISCAL YEAR
Number of unexercised | Value of unexercised | |||||||||||||||||||||||
Shares | options at | in-the-money options at | ||||||||||||||||||||||
acquired on | Value | fiscal year-end(#) | fiscal year-end($) (1) | |||||||||||||||||||||
Name | exercise(#) | Realized($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
H. Thomas Watkins | — | — | 338,000 | 912,000 | — | — | ||||||||||||||||||
David C. Stump, M.D. | — | — | 1,042,437 | 256,997 | — | — | ||||||||||||||||||
James H. Davis, Ph.D., J.D. | — | — | 1,320,585 | 245,445 | 896,426 | — | ||||||||||||||||||
Susan Bateson McKay | — | — | 516,528 | 187,544 | 87,492 | — | ||||||||||||||||||
Curran M. Simpson | — | — | 92,535 | 157,465 | — | — | ||||||||||||||||||
Craig A. Rosen, Ph.D.(2) | 7,336 | 14,048 | 2,092,071 | 509,492 | 786,450 | — | ||||||||||||||||||
Steven C. Mayer(3) | — | — | 1,319,640 | — | 838,479 | — |
(1) | Value is based on the difference between the stock option exercise price and the closing price of the Company’s Common Stock on The Nasdaq National Market on December 30, 2005 of $8.56 per share. | |
(2) | Effective December 12, 2005, Dr. Rosen resigned his position as President and Chief Scientific Officer and a director of the Company. Dr. Rosen ceased to be an employee of the Company on December 31, 2005, but continues to serve the Company as a consultant. | |
(3) | Effective December 12, 2005, Mr. Mayer resigned his position as Executive Vice President and Chief Financial Officer of the Company. Mr. Mayer ceased being an employee of the Company on December 31, 2005 but continues to serve the Company as a consultant. |
Number of securities | ||||||||||||
Number of securities | remaining available for | |||||||||||
to be issued | Weighted-average | future issuance under | ||||||||||
upon exercise of | exercise price of | equity compensation plans | ||||||||||
outstanding options, | outstanding options, | (excluding securities | ||||||||||
Plan Category | warrants and rights(1) | warrants and rights | reflected in first column) (1) | |||||||||
Equity compensation plans approved by security holders | 29,301,035 | $ | 18.90 | 10,385,308 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 29,301,035 | 10,385,308 |
(1) | Represents shares of the Company’s Common Stock issuable in connection with such equity compensation plans. |
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• | review the annual audit plans of the independent accountants; | |
• | discuss the annual consolidated financial statements prior to the filing of the Corporation’s Annual Report onForm 10-K and the disclosures of each of the Chief Executive Officer and Chief Financial Officer required to be included therein; | |
• | discuss any significant matters arising from any audit or report or communication relating to the consolidated financial statements; | |
• | understand the significant judgments made and alternatives considered in the Corporation’s financial reporting, including the appropriateness of the alternatives ultimately chosen; | |
• | discuss and approve, if applicable, the appropriateness of, and significant proposed or contemplated changes to, the Corporation’s accounting principles, policies, estimates, internal controls, disclosure controls, procedures, practices and auditing plans; | |
• | review and discuss with management all material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Corporation with unconsolidated entities or other persons; | |
• | discuss policies with respect to significant risks and exposures, if any, and the steps taken to assess, monitor and manage such risks; | |
• | review with the Corporation’s counsel any legal matters that could have a significant impact on the Corporation’s financial statements, the Corporation’s compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies; | |
• | review with the independent accountants any material audit problems, disagreements or difficulties and responses by management; | |
• | review any material correcting adjustments to the annual or quarterly financial statements identified by the independent accountants; and | |
• | review with the independent accountants and management, at appropriate intervals, the extent to which any changes or improvements in accounting or financial practices, as approved by the Committee, have been implemented. |
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![(HUMAN GENOME SCIENCES, INC. LOGO)](https://capedge.com/proxy/DEF 14A/0000950133-06-001399/w18473w1847390.gif)
C/O AMERICAN STOCK TRANSFER
& TRUST COMPANY
59 MAIDEN LANE
NEW YORK, NY 10038
VOTE BY INTERNET - www.proxyvote.com
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If you would like to reduce the costs incurred by Human Genome Sciences, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return to Human Genome Sciences, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | HUGEN1 | KEEP THIS PORTION FOR YOUR RECORDS |
HUMAN GENOME SCIENCES, INC.
MANAGEMENT RECOMMENDS A VOTE “FOR” THE | ||||
NOMINEES FOR DIRECTOR LISTED BELOW AND “FOR” | ||||
PROPOSAL 2. | ||||
1. | To elect 3 directors. | |||
Nominees: | 01) H. Thomas Watkins | |||
02) Augustine Lawlor | ||||
03) William D. Young |
For | Against | Abstain | ||||||||||||
2. | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006. | 0 | 0 | 0 | ||||||||||
3. | To act upon such other matters which may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Yes | No | |||||||
Please indicate if you plan to attend this meeting. | 0 | 0 | ||||||
HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household | 0 | 0 | ||||||
Signature [PLEASE SIGN WITHIN BOX] | Date |
For All | Withhold All | For All Except | To withhold authority to vote for any nominee(s), mark “For All Except” and write the nominee’s number on the line below. | |||||||||||
0 | 0 | 0 | ||||||||||||
This proxy, when properly executed, will be voted in the manner directed herein by the stockholder. If no direction is made, this proxy will be voted “FOR” the election of the nominees and “FOR” proposal 2. | ||||||||||||||
Please sign, date and promptly return this proxy in the enclosed envelope. No postage is required if mailed within the United States. (If you submit your proxy by telephone or Internet, do not return your proxy card.) | ||||||||||||||
Note: Please sign exactly as your name appears hereon. If the shares are in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians and attorneys-in-fact should give their full titles. If a signatory is a corporation, please give the full corporate name and have a duly authorized officer sign, stating his or her title. If a signatory is a partnership, please sign in partnership name by an authorized person. |
Signature (Joint Owners) | Date |
Annual Meeting of Stockholders
HUMAN GENOME SCIENCES, INC.
April 26, 2006
Please date, sign and mail your proxy card back as soon as possible
or submit your proxy by telephone or Internet.
If you submit your proxy by telephone or Internet, do not return your proxy card.
* * *
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
Human Genome Sciences, Inc.’s Proxy Statement, Annual Report 10-K Wrap and Form 10-K are available electronically. As an alternative to receiving printed copies of these materials in future years, you may decide to receive or access them electronically. By signing up for electronic delivery, you can receive stockholder communications as soon as they are available without waiting for them to arrive in the mail. You also can reduce the number of bulky documents in your personal files, eliminate duplicate mailings, conserve natural resources and help reduce our printing and mailing costs.
To sign up for electronic delivery, please vote using the Internet, and when prompted, indicate that you agree to receive or access stockholder communications electronically in future years and provide your email address. If you have any questions about electronic delivery, please contact Human Genome Sciences’ Investor Relations Department at (301) 610-5800 or at Investor_Relations@hgsi.com.
HUMAN GENOME SCIENCES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 2006
(Continued on other side)