Filed by the Registrant ☒ | | | Filed by a party other than the Registrant ☐ |
☐ | | | Preliminary Proxy Statement. |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials. |
☐ | | | Soliciting Material under § 240.14a-12. |
☒ | | | No fee required | |||
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☐ | | | Fee paid previously with preliminary materials | |||
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☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| | /s/ Kevin J. Buehler | |
| | Kevin J. Buehler | |
| | Chair of the Board |
1. | to elect Stanley R. Frankel, M.D. and Samuel Wadsworth, Ph.D. as Class II directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified; |
2. | to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; |
3. | to approve the amendment and restatement of the Company's 2019 Incentive Award Plan; |
4. | to approve an adjournment the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3; and |
5. | to transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. |
| | By Order of the Board of Directors | |
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| | /s/ Dario Scimeca | |
| | Dario Scimeca | |
| | General Counsel and Secretary |
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• | Proposal No. 1: Election of the director nominees listed in this Proxy Statement. |
• | Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. |
• | Proposal No. 3: Approval of the amendment and restatement of the Company’s 2019 Incentive Award Plan (the “2019 Plan Proposal”) |
• | Proposal No. 4: Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3 (the “Adjournment Proposal”). |
• | by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card; |
• | by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card; or |
• | by Mail—You can vote by mail by signing, dating and mailing the proxy card. |
• | Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/DTIL2024. |
• | Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/DTIL2024 on the day of the Annual Meeting. |
• | Webcast starts at 11:00 a.m., Eastern Time. |
• | You will need your 16-Digit Control Number to enter the Annual Meeting. |
• | Stockholders may submit questions while attending the Annual Meeting via the Internet. |
• | FOR the nominees to the Board set forth in this Proxy Statement. |
• | FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. |
• | FOR the approval of the amendment and restatement of the Company's 2019 Incentive Award Plan. |
• | FOR the approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3. |
Proposal | | | Votes Required | | | Voting Options | | | Impact of “Withhold” or “Abstain” Votes | | | Broker Discretionary Voting Allowed | | | Impact of Broker Non- Votes |
Proposal No. 1: Election of Directors | | | The plurality of the votes cast. This means that two 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) | | | None(6) |
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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) | | | None(5) |
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Proposal No. 3: Approval of the amendment and restatement of the Company's 2019 Incentive Award 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(1) | | | No(3) | | | None(6) |
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Proposal No. 4: Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 3 | | | 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(1) | | | No(3) | | | None(6) |
(1) | Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting. |
(2) | A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. |
(3) | As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. |
(4) | As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. |
(5) | A broker is entitled to vote shares held on behalf of a beneficial owner on routine matters, such as the ratification and appointment of Deloitte & Touche LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. Because brokers have discretionary authority to vote on such matter, we do not expect any broker non-votes in connection with Proposal 2. |
(6) | A Broker Non-Vote is not considered a vote cast and will, therefore, not affect the outcome of this proposal. |
• | sending a written statement to that effect to the attention of our General Counsel and Secretary at our corporate offices, provided such statement is received no later than June 4, 2024; |
• | voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Time, on June 3, 2024; |
• | submitting a properly signed proxy card with a later date that is received no later than June 3, 2024; or |
• | attending the Annual Meeting, revoking your proxy and voting again. |
• | irrelevant to the business of the Company or to the business of the Annual Meeting; |
• | related to the status or conduct of our development programs beyond that which is contained in our prior public disclosures; |
• | related to material non-public information of the Company; |
• | related to personal grievances; |
• | derogatory references to individuals or that are otherwise in bad taste; |
• | substantially repetitious of statements already made by another stockholder; |
• | in furtherance of the stockholder’s personal or business interests; or |
• | out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair of the Annual Meeting or the Secretary in their reasonable judgment. |
Class II Director - Current Term Ending at 2024 Annual Meeting | | | Class III Director - Current Term Ending at 2025 Annual Meeting | | | Class I Director - Current Term Ending at 2026 Annual Meeting |
Stanley R. Frankel, M.D. | | | Melinda Brown | | | Michael Amoroso |
Samuel Wadsworth, Ph.D. | | | Kevin J. Buehler | | | Geno Germano |
| | Shari Lisa Piré | | |
Class II Directors | | | Age | | | Director Since | | | Current Position at Precision |
Stanley R. Frankel, M.D. | | | 65 | | | 2021 | | | Director |
Samuel Wadsworth, Ph.D. | | | 75 | | | 2021 | | | Director |
Class III Directors | | | Age | | | Director Since | | | Current Position at Precision |
Melinda Brown | | | 67 | | | 2022 | | | Director |
Kevin J. Buehler | | | 66 | | | 2019 | | | Chair of the Board |
Shari Lisa Piré | | | 59 | | | 2021 | | | Director |
Class III Director | | | Age | | | Served as a Director Since | | | Current Positions with Precision |
Michael Amoroso | | | 46 | | | 2021 | | | President, Chief Executive Officer and Director |
Geno Germano | | | 63 | | | 2020 | | | Director |
| | Year Ended December 31, | ||||
| | 2023 | | | 2022 | |
Audit Fees | | | $894 | | | $1,003 |
Audit-Related Fees | | | — | | | — |
Tax Fees | | | 41 | | | 32 |
All Other Fees | | | 6 | | | 6 |
Total | | | $941 | | | $1,041 |
• | Fees for the audit of our consolidated financial statements, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q and services associated with SEC registration statements. |
• | Fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements including for assurance reporting on our historical financial information included in our shelf registration statement. |
• | Current Situation: We need the additional 630,000 shares requested in the amendment and restatement to retain and motivate the talent necessary to execute our research and development objectives and long-term strategy. In our current cash constrained environment, there is significant risk associated with an inability to deliver equity compensation. As of April 18, 2024, we have only 5,633 shares remaining for future grant under the 2019 Plan, and all stock options granted under the 2019 Plan are underwater with a weighted average exercise price of $180.15 per share. Based on historical usage, if we do not increase the shares available for issuance under the 2019 Plan, we would expect to exhaust the available shares under the 2019 Plan by May 31, 2024, at which time we would lose an important compensation tool. |
• | Median (50th percentile) Historical Annual Share Usage: We have historically granted equity in a responsible and carefully considered manner. Our three-year average net burn rate is 3.7%. This average net burn rate is well within market norms and generally aligned with the median of market data for similarly situated companies. Annual net burn rate is calculated by dividing (i) the sum of options and RSUs granted in the applicable year (inclusive of forfeitures and cancellations) by (ii) shares of common stock outstanding as of fiscal year end. |
• | Median (50th percentile) Overhang with Share Request: If approved, the proposal to add 630,000 shares would result in an overhang of 15.9% for the 2019 Plan (this would be equal to 19.0% if we included our inducement plan which is reserved for new hires). This is consistent with historical levels |
| | Years Ended December 31, | |||||||
2019 Plan Share Element | | | 2021 | | | 2022 | | | 2023 |
Stock Options Granted | | | 94,368 | | | 223,670 | | | 20,443 |
Stock Options Forfeited/Canceled | | | (48,576) | | | (85,773) | | | (124,682) |
RSUs Granted | | | 28,326 | | | 110,842 | | | 161,161 |
RSUs Forfeited/Canceled | | | (2,543) | | | (6,404) | | | (19,961) |
Shares of Common Stock Outstanding as of Fiscal Year End | | | 2,030,070 | | | 3,698,674 | | | 4,164,038 |
Net Annual Burn Rate | | | 3.5% | | | 6.6% | | | 0.9% |
Three Year Average Burn Rate | | | | | 3.7% | | |
Prior to Proposal No. 3: | | | |
Shares subject to outstanding options(1) | | | 204,588 |
Shares subject to outstanding RSUs(2) | | | 166,933 |
Shares available for issuance | | | 5,633 |
2019 Plan overhang | | | 8.9% |
Including the proposed additional shares: | | | |
Proposed additional shares | | | 630,000 |
Proposed additional shares as a percentage of fully diluted shares outstanding | | | 8.3% |
Shares available for issuance | | | 635,633 |
2019 Plan overhang | | | 15.9% |
(1) | As of April 18, 2024, options outstanding under the 2019 Plan had a weighted average per share exercise price of $180.15 and a weighted average remaining term of 6.9 years. |
(2) | As of April 18, 2024, the weighted average remaining vesting term for RSUs was 2.35 years. |
• | Continued broad-based eligibility for equity awards. We grant equity awards to a large number of our employees and all of our non-employee directors. By doing so, we link employee and director interests with stockholder interests throughout the organization and motivate these individuals to act as owners of the business. |
• | Director award limit. An annual grant-date fair value limit of $750,000 per year applies to all equity and cash-based awards granted to non-employee directors. |
• | No discounted options or discounted SARs. Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date. |
• | No repricing of awards without stockholder approval. Other than in connection with certain corporate transactions, we may not reduce the exercise price of an option or SAR or cancel an option or SAR in exchange for cash, another award under the 2019 Plan or an option or SAR with an exercise price that is less than the exercise price of the original option or SAR, unless such action is approved by the stockholders. |
• | No single-trigger vesting of awards. The 2019 Plan does not have a single-trigger accelerated vesting provision for a change in control. |
• | No automatic grants. The 2019 Plan does not provide for automatic grants to any individual. |
• | No tax gross-ups. The 2019 Plan does not provide for any tax gross-ups. |
• | Options and SARs. Options provide for the purchase of our shares of common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The plan administrator determines the number of shares covered by each option and SAR, the exercise price of each option and SAR and the conditions and limitations applicable to the exercise of each option and SAR. The exercise price of an option or SAR will not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of an option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). |
• | Restricted Stock and RSUs. Restricted stock is an award of nontransferable shares that remain forfeitable unless and until specified conditions are met and which may be subject to a purchase price. |
• | Other Stock or Cash Based Awards. Other stock or cash based awards are awards of cash, fully vested shares and other awards valued wholly or partially by referring to, or otherwise based on, our common stock or other property. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled. The plan administrator will determine the terms and conditions of other stock or cash based awards, which may include any purchase price, performance goal, transfer restrictions and vesting conditions. |
Name and Position | | | Shares Subject to Options(1) | | | Shares Subject to Restricted Stock Units(1) |
Named Executive Officers(2) | | | | | ||
Michael Amoroso, President and Chief Executive Officer | | | 16,092 | | | 176,467 |
Alex Kelly, Chief Financial Officer | | | 21,488 | | | 72,929 |
Alan List, M.D., Chief Medical Officer | | | 12,481 | | | 11,547 |
All Current Executive Officers as a Group (5 persons) | | | 72,042 | | | 343,720 |
All Current Non-Executive Directors as a Group (6 persons) | | | 40,217 | | | 21,200 |
Director Nominees: | | | | | ||
Stanley R. Frankel, M.D. | | | 7,341 | | | 4,202 |
Samuel Wadsworth, Ph.D. | | | 7,076 | | | 4,202 |
All Non-Executive Officer Employees as a Group (2 persons) | | | 64,901 | | | 100,007 |
(1) | Share numbers shown do not take into account shares subject to awards that have been cancelled, forfeited or expired unexercised. The closing price per share of common stock on the Nasdaq Capital Market on April 18, 2024 was $10.72. |
(2) | Mr. Amoroso has been employed by the company since October 2021, Mr. Kelly since October 2020, and Dr. List since August 2020. |
Executive Officer | | | Age | | | Position | | | In Current Position Since |
Michael Amoroso | | | 46 | | | President, Chief Executive Officer and Director | | | 2021 |
Alex Kelly | | | 57 | | | Chief Financial Officer | | | 2021 |
Alan List, M.D. | | | 69 | | | Chief Medical Officer | | | 2021 |
Dario Scimeca | | | 49 | | | General Counsel and Secretary | | | 2019 |
Jeff Smith, Ph.D. | | | 51 | | | Chief Research Officer | | | 2022 |
• | | | Board size, independence and qualifications | | | • | | | Stock ownership |
• | | | Executive sessions of independent directors | | | • | | | Board access to senior management |
• | | | Board leadership structure | | | • | | | Board access to advisors |
• | | | Selection of new directors | | | • | | | Board self-evaluations |
• | | | Director orientation and continuing education | | | • | | | Board meetings |
• | | | Limits on board service | | | • | | | Meeting attendance by directors and non-directors |
• | | | Change of principal occupation | | | • | | | Meeting materials |
• | | | Term limits | | | • | | | Board committees, responsibilities and independence |
• | | | Director responsibilities | | | • | | | Succession planning |
• | | | Director compensation | | | • | | | Risk management |
Director | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | | | Science and Technology Committee |
Melinda Brown | | | Chair | | | — | | | — | | | — |
Kevin J. Buehler | | | X | | | — | | | X | | | — |
Stanley R. Frankel, M.D. | | | — | | | — | | | — | | | Chair |
Geno Germano | | | X | | | Chair | | | — | | | X |
Shari Lisa Piré | | | — | | | X | | | Chair | | | — |
Samuel Wadsworth, Ph.D. | | | — | | | — | | | — | | | X |
• | appointing, approving the compensation of, and assessing the independence of, our registered public accounting firm; |
• | overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm; |
• | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures, including our earnings press releases; |
• | considering whether to recommend to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K; |
• | coordinating our Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; |
• | discussing our risk management policies, risk assessment and risk management related to financial, cybersecurity and information security risks; |
• | reviewing and approving or ratifying “related person transactions” in accordance with the Company’s Related Person Transaction Policy; |
• | overseeing our policies and strategies with respect to environmental, sustainability and social matters that may have a material impact on our financial statements or finance-related initiatives; |
• | meeting independently with our internal auditing staff, if any, independent registered public accounting firm and management; |
• | reviewing and approving or ratifying any related person transactions; |
• | pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the committee or exempt from such requirement under SEC rules); |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and |
• | preparing the audit committee report required by SEC rules. |
• | reviewing and approving, or recommending for approval by the Board of Directors, the compensation of our Chief Executive Officer and our other officers; |
• | reviewing and approving, or making recommendations to the Board regarding, incentive compensation and equity-based plans and arrangements; |
• | overseeing and administering our cash and equity-based plans; |
• | reviewing and making recommendations to our Board of Directors with respect to director compensation; |
• | reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; |
• | preparing the annual compensation committee report required by SEC rules, to the extent required; |
• | reviewing our compensation policies and practices and assessing whether such policies and practices are reasonably likely to have a material adverse effect on us by encouraging excessive risk-taking; and |
• | assisting the Board in its oversight of risk management in areas affecting or related to our executive compensation plans and arrangements. |
• | identifying individuals qualified to become members of our Board consistent with the criteria approved by the Board; |
• | recommending to our Board the persons to be nominated for election as directors and to each committee of the Board; |
• | developing and recommending to our Board of Directors corporate governance guidelines, and reviewing and recommending to our Board of Directors proposed changes to our corporate governance guidelines from time to time; |
• | overseeing periodic assessments of our Board of Directors and its committees; and |
• | assisting the Board in its oversight of risk management in areas affecting or related to Board organization, membership and structure, and corporate governance. |
• | reviewing and advising the Board regarding our overall strategic direction and investment in research and development (“R&D”) and technological and scientific initiatives; |
• | identifying and solving for significant and emerging trends, challenges and problems applicable to the Company’s science and technology; |
• | evaluating and providing input to the Board and management regarding our R&D programs and scientific initiatives; |
• | assisting the Board in its oversight of our risk management in areas affecting or related to our R&D, technology and intellectual property; |
• | reviewing and advising the Board and management on the overall intellectual property strategy of the Company; |
• | providing governance oversight, including high level assessment of sufficiency and capability of resources and alignment on program metrics, key performance indicators and timing to assess progress against established program objectives; |
• | reviewing new technology in which the Company is, or is considering, investing; |
• | reviewing the efficacy and safety profile of new products before they are launched; and |
• | assisting the Board and management in scientific and R&D aspects and relevant business implications of the Company’s acquisitions, transactions and other business development activities. |
| Board Diversity Matrix (As of April 24, 2024) | | ||||||
| | | Female | | | Male | | |
| Total Number of Directors | | | 7 | | |||
| Part I: Gender Identity | | | | | | ||
| Directors | | | 2 | | | 5 | |
| Part II: Demographic Background | | | | | | ||
| White | | | 2 | | | 5 | |
• | Michael Amoroso, President, Chief Executive Officer and Director; |
• | Alex Kelly, Chief Financial Officer; and |
• | Alan List, M.D., Chief Medical Officer. |
Name and principal position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(2) | | | All other compensation ($) | | | Total ($) |
Michael Amoroso President, Chief Executive Officer and Director | | | 2023 | | | 629,917 | | | 381,000 | | | 967,976 | | | 0 | | | 60,388(3) | | | 2,039,280 |
| 2022 | | | 603,563 | | | 351,819 | | | 2,119,509 | | | 1,269,565 | | | 23,659 | | | 4,368,115 | ||
Alex Kelly Chief Financial Officer | | | 2023 | | | 457,667 | | | 184,400 | | | 423,476 | | | 0 | | | 18,845(4) | | | 1,084,388 |
| 2022 | | | 437,500 | | | 173,930 | | | 1,076,050 | | | 679,213 | | | 12,146 | | | 2,378,839 | ||
Alan List, M.D. Chief Medical Officer | | | 2023 | | | 475,721 | | | 191,200 | | | 217,800 | | | 0 | | | 25,250(5) | | | 909,970 |
(1) | The amounts reported for 2023 represent bonuses based upon our Board’s assessment of the achievement of company and individual performance objectives for 2023, which were paid in February 2024. |
(2) | The amounts reported reflect the grant date fair value of stock options and restricted stock units computed in accordance with Accounting Standards Codification 718, Compensation—Stock Compensation (“ASC 718”), rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of the option awards and restricted stock units in Note 3 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2023 (the “Form 10-K”). |
(3) | The amount reported represents 401(k) matching contributions of $13,800, temporary housing and travel reimbursements of $41,399 and $5,189 in supplemental disability insurance premiums available to certain executives. |
(4) | The amount reported represents 401(k) matching contributions of $11,546, supplemental disability insurance premiums available to certain executives of $7,093, and $206 related to a tax gross up for a non-cash anniversary award available to all employees |
(5) | The amount reported represents 401(k) matching contributions of $20,198 and $5,052 in supplemental disability insurance premiums available to certain executives. |
Name | | | 2022 Base Salary ($) | | | 2023 Base Salary ($) |
Michael Amoroso | | | 604,500 | | | 635,000 |
Alex Kelly | | | 441,000 | | | 461,000 |
Alan List, M.D. | | | 464,325 | | | 478,000 |
Named executive officers | | | RSUs Granted |
Michael Amoroso | | | 26,666 |
Alex Kelly | | | 11,666 |
Alan List, M.D. | | | 6,000 |
| | Option awards | | | Stock Awards | ||||||||||||||||
Name | | | Vesting Commencement Date | | | Number of shares underlying unexercised options (#) exercisable | | | Number of shares underlying unexercised options (#) unexercisable(1) | | | Option exercise price ($) | | | Option expiration date | | | Number of shares that have not vested | | | Market value of shares that have not vested ($)(3) |
Michael Amoroso | | | 10/15/2021 | | | 14,166 | | | 14,167 | | | 293.70 | | | 10/14/2031 | | | — | | | — |
| | 3/21/2022 | | | 7,040 | | | 9,052 | | | 91.50 | | | 3/20/2032 | | | — | | | — | |
| | 3/21/2022 | | | — | | | — | | | — | | | — | | | 6,834(2) | | | 74,832 | |
| | 10/15/2022 | | | 2,083 | | | 6,250 | | | 41.40 | | | 10/23/2032 | | | — | | | — | |
| | 11/2/2022 | | | — | | | — | | | — | | | — | | | 18,887(2) | | | 206,813 | |
| | 1/20/2023 | | | — | | | — | | | — | | | — | | | 26,666(2) | | | 291,993 | |
Alex Kelly | | | 10/5/2020 | | | 5,348 | | | 1,783 | | | 189.30 | | | 10/29/2030 | | | — | | | — |
| | 6/7/2021 | | | 1,464 | | | 879 | | | 340.20 | | | 6/6/2031 | | | — | | | — | |
| | 6/7/2021 | | | 2,440 | | | 1,465 | | | 340.20 | | | 6/6/2031 | | | | | |||
| | 6/7/2021 | | | — | | | — | | | — | | | — | | | 454(2) | | | 4,971 | |
| | 3/3/2022 | | | 3,547 | | | 4,562 | | | 122.40 | | | 3/2/2032 | | | — | | | — | |
| | 3/3/2022 | | | — | | | — | | | — | | | — | | | 3,404(2) | | | 37,274 | |
| | 11/2/2022 | | | — | | | — | | | — | | | — | | | 7,210(2) | | | 78,950 | |
| | 1/20/2023 | | | — | | | — | | | — | | | — | | | 11,666(2) | | | 127,743 | |
Alan List | | | 8/31/2020 | | | 2,708 | | | 625 | | | 193.50 | | | 10/26/2030 | | | — | | | — |
| | 4/26/2021 | | | 2,795 | | | 1,677 | | | 340.20 | | | 6/6/2031 | | | — | | | — | |
| | 6/7/2021 | | | — | | | — | | | — | | | — | | | 868(2) | | | 9,505 | |
| | 3/3/2022 | | | 2,046 | | | 2,630 | | | 122.40 | | | 3/2/2032 | | | — | | | — | |
| | 3/3/2022 | | | — | | | — | | | — | | | — | | | 1,963(2) | | | 21,495 | |
| | 1/20/2023 | | | — | | | — | | | — | | | — | | | 6,000(2) | | | 65,700 |
(1) | The option vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date and in substantially equal installments at the end of each successive three-month period over the following 36 months. |
(2) | The RSUs vest in substantially equal installments on each of the first three anniversaries of the vesting commencement date. |
(3) | The amounts shown are determined by multiplying the shares shown by the closing price of our common stock on December 29, 2023 of $10.95. |
Non-Employee Director | | | RSUs Granted |
Melinda Brown | | | 4,202(1) |
Kevin J. Buehler | | | 4,202(1) |
Stanley R. Frankel M.D. | | | 4,202(1) |
Geno Germano | | | 4,202(1) |
Shari Lisa Piré | | | 4,202(1) |
Samuel Wadsworth, Ph.D. | | | 4,202(1) |
(1) | Represents annual RSUs granted to non-employee directors under our non-employee director compensation program. |
• | Upon the director’s initial election or appointment to our Board of Directors, either (i) an option to purchase the Company’s common stock having an aggregate grant date fair value (as determined under the policy) in an amount determined by the Board, or (ii) a number of restricted stock units determined by dividing the aggregate value of the initial RSUs, as determined by the Board, by the fair market value of a share of our common stock on the date of grant; |
• | If the director has served on our Board of Directors for at least six months as of the date of an annual meeting of stockholders and will continue to serve as a non-employee director immediately following such meeting, a number of restricted stock units on the date of such annual meeting determined by dividing the aggregate value of the annual RSUs, as determined by the Board, by the fair market value of a share of the Company’s common stock on the date of the annual meeting; |
• | An annual director fee of $72,500 for the Chair of the Board and $40,000 for directors other than the chair; |
• | If the director serves on a committee of our Board of Directors, an additional annual fee as follows: |
• | Chair of the audit committee, $15,000; |
• | Audit committee member other than the chair, $7,500; |
• | Chair of the compensation committee, $12,250; |
• | Compensation committee member other than the chair, $6,000; |
• | Chair of science & technology committee, $12,250; |
• | Science & technology committee member other than the chair, $6,000; |
• | Chair of the nominating and corporate governance committee, $8,250; and |
• | Nominating and corporate governance committee member other than the chair, $4,500. |
Name | | | Fees earned or paid in cash ($) | | | Stock awards ($)(1) | | | Total ($) |
Melinda Brown | | | 55,000 | | | 103,987 | | | 158,987 |
Kevin J. Buehler | | | 84,500 | | | 103,987 | | | 188,487 |
Stanley R. Frankel, M.D. | | | 52,250 | | | 103,987 | | | 156,237 |
Geno Germano | | | 65,750 | | | 103,987 | | | 169,737 |
Shari Lisa Piré | | | 54,917 | | | 103,987 | | | 158,904 |
Samuel Wadsworth, Ph.D. | | | 46,000 | | | 103,987 | | | 149,987 |
(1) | The amounts reported reflect the grant date fair value of RSUs computed in accordance with ASC 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of the RSUs in Note 3 to our consolidated financial statements in the Form 10-K. |
| | Option Awards | | | Stock Awards | ||||
Name | | | Number of securities underlying unexercised options (#) vested | | | Number of securities underlying unexercised options (#) unvested | | | Shares that have not vested |
Melinda Brown | | | 6,626 | | | 5,930 | | | 4,202 |
Kevin J. Buehler | | | 10,008 | | | — | | | 4,202 |
Stanley R. Frankel, M.D. | | | 7,107 | | | 234 | | | 4,202 |
Geno Germano | | | 8,716 | | | — | | | 4,202 |
Shari Lisa Piré | | | 6,512 | | | 564 | | | 4,202 |
Samuel Wadsworth, Ph.D. | | | 6,512 | | | 564 | | | 4,202 |
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 Stockholders(1) | | | 462,712(3) | | | $196.61(5) | | | 198,953(6) |
Equity Compensation Plans Not Approved by Stockholders(2) | | | 101,807(4) | | | $112.52 | | | 190,739 |
Total | | | 564,519 | | | $172.13 | | | 389,692 |
(1) | Consists of the Company’s 2015 Stock Incentive Plan, as amended (the “2015 Plan”), 2019 Incentive Award Plan (the “2019 Plan”) and 2019 Employee Stock Purchase Plan (the “2019 ESPP”). |
(2) | Consists of the Company’s 2021 Employment Inducement Incentive Award Plan, as amended (the “Inducement Plan”). The Inducement Plan was adopted in accordance with Nasdaq Rule 5635(c)(4), which provides an exemption in certain circumstances for awards granted as an inducement material to an individual entering employment with the company. |
(3) | Includes 36,552 outstanding options to purchase shares of our common stock under the 2015 Plan, 211,303 outstanding options to purchase shares of our common stock under the 2019 Plan and 214,857 outstanding RSUs under the 2019 Plan. Excludes purchase rights accruing under the 2019 ESPP. |
(4) | Includes 101,807 outstanding options to purchase shares of our common stock under the Inducement Plan. |
(5) | As of December 31, 2023, the weighted-average exercise price of outstanding options under the 2015 Plan was $281.33 and under the 2019 Plan was $181.96. The calculation does not take into account shares of common stock subject to outstanding restricted stock units under the 2019 Plan, which do not have an exercise price. |
(6) | Includes 122,630 shares available for future issuance under the 2019 Plan and 76,323 shares available for future issuance under the 2019 ESPP (of which 9,037 shares were issued with respect to the purchase period in effect as of December 31, 2023, which ended February 29, 2024). The 2019 Plan provides for an annual increase on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029 equal to the lesser of (A) 4% of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by the board. The number of shares available for issuance under the 2019 ESPP will be annually increased on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, by an amount equal to the lesser of (A) 1% of the shares of common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares of common stock as determined by the board. Additionally, following the effective date of the 2019 Plan, we ceased making grants under the 2015 Plan. To the extent outstanding stock options under the 2015 Plan are forfeited or lapse unexercised, the shares of common stock subject to such stock options will be available for issuance under the 2019 Plan. |
• | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock outstanding; |
• | each of our directors; |
• | each of our named executive officers for 2023; and |
• | all of our directors and executive officers as a group. |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned |
Holders of More than 5%: | | | | | ||
Novartis Pharma AG(1) | | | 413,581 | | | 6.0% |
Aquilo Capital(2) | | | 662,659 | | | 9.6% |
Janus Henderson Group(3) | | | 511,108 | | | 7.4% |
Perceptive Advisors LLC(4) | | | 500,000 | | | 7.2% |
Named Executive Officers and Directors: | | | | | ||
Michael Amoroso(5) | | | 44,177 | | | * |
Alex Kelly(6) | | | 38,133 | | | * |
Alan List, M.D.(7) | | | 14,125 | | | * |
Melinda Brown(8) | | | 12,572 | | | * |
Kevin J. Buehler(9) | | | 14,210 | | | * |
Stanley R. Frankel, M.D.(10) | | | 11,543 | | | * |
Geno Germano(11) | | | 12,918 | | | * |
Shari Lisa Piré(12) | | | 10,970 | | | * |
Samuel Wadsworth, Ph.D.(13) | | | 10,970 | | | * |
All executive officers and directors as a group (9 persons)(14) | | | 270,782 | | | 4.0% |
* | Represents less than 1%. |
(1) | Based solely on information reported on a Schedule 13G filed on June 27, 2022, Novartis Pharma AG and Novartis AG have shared voting power and shared dispositive power over 413,581 shares of our common stock. Novartis Pharma AG is the beneficial owner of 413,581 shares of our common stock. As the direct parent of Novartis Pharma AG, Novartis AG may be deemed to beneficially own these securities. The business address of each of Novartis Pharma AG and Novartis AG is Lichtstrasse 35, CH-4056 Basel, Switzerland. |
(2) | Based solely on information reported on a Schedule 13G filed on March 18, 2024, Aquilo Capital, L.P. and Aquilo Capital Management, LLC have shared voting power and shared dispositive power over 662,659 shares of our common stock. The business address of each of Aquilo Capital, L.P. and Aquilo Capital Management, LLC is One Letterman Drive, Suite D4900, Building D, The Presidio San Francisco, CA 94129. The 662,659 shares of common stock consist of (a) 385,440 shares of common stock plus (b) 277,219 shares of common stock issuable upon exercise of warrants. |
(3) | Based solely on information reported on a Schedule 13G filed on March 11, 2024, Janus Henderson Group plc and Janus Henderson Biotech Innovation Master Fund Ltd have shared voting power and shared dispositive power over 511,108 shares of our common stock. The business address of Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom and the business address of Janus Henderson Biotech Innovation Master Fund Ltd is C/O Janus Henderson Investors US LLC, 151 Detroit Street, Denver, CO 80206. |
(4) | Based solely on information reported on a Schedule 13G filed on March 14, 2024, Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd have shared voting power and shared dispositive power over 500,000 shares of our common stock. The business address of each of Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd is 51 Astor Place, 10th Floor, New York, NY 10003. |
(5) | Consists of (a) 11,881 shares of common stock, (b) 28,879 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (c) 3,417 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(6) | Consists of (a) 20,472 shares of common stock, (b) 15,485 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (c) 2,156 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(7) | Consists of (a) 3,166 shares of common stock, (b) 9,109 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (c) 1,850 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(8) | Consists of (a) 8,370 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (b) 4,202 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(9) | Consists of (a) 10,008 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (b) 4,202 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(10) | Consists of (a) 7,341 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (b) 4,202 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(11) | Consists of (a) 8,716 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (b) 4,202 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(12) | Consists of (a) 6,786 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (b) 4,202 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(13) | Consists of (a) 6,786 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (b) 4,202 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
(14) | Consists of (a) 114,726 shares of common stock, (b) 121,520 shares of common stock underlying options exercisable within 60 days of April 8, 2024, and (c) 34,536 shares of common stock underlying RSUs vesting within 60 days of April 8, 2024. |
| | By Order of the Board of Directors | |
| | ||
| | /s/ Dario Scimeca | |
| | Dario Scimeca | |
| | General Counsel and Secretary |