DEF 14A of Corbus Pharmaceuticals Holdings, Inc., Apr 2, 2024

DEF 14A of Corbus Pharmaceuticals Holdings, Inc.

Filed Apr 2, 2024 · FY20230000950170-24-040242

Open on EDGAR

  1. Nominees for Election Until the Next Annual Meeting

    Nominees for Election Until the Next Annual Meeting The following table sets forth the name, age, position and tenure of each of our directors who are up for re-election at the Annual Meeting:

  2. Nominees for Election Until the Next Annual Meeting

    | Name | Age | Position(s) | Served as an Officer or Director Since | | Yuval Cohen, Ph.D. | 48 | Chief Executive Officer and Director | 2014 | | Alan Holmer | 74 | Director (Chairman of the Board) | 2014 | | Avery W. Catlin | 75 | Director | 2014 | | Rachelle Jacques | 52 | Director | 2019 | | John Jenkins, M.D. | 66 | Director | 2018 | | Peter Salzmann, M.D. | 56 | Director | 2020 | | Anne Altmeyer, Ph.D. | 59 | Director | 2022 | | Yong Ben, M.D. | 50 | Director | 2023 |

  3. Nominees for Election Until the Next Annual Meeting

    There are no family relationships between any of our directors or executive officers. The following includes a brief biography of each of the nominees standing for election to the Board of Directors at the Annual Meeting, based on information furnished to us by each director nominee, with each biography including information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the applicable nominee should serve as a member of our Board of Directors.

  4. Directors

    Directors

  5. Yuval Cohen, Ph.D., Chief Executive Officer and Director

    Yuval Cohen, Ph.D., Chief Executive Officer and Director Dr. Cohen has served as our Chief Executive Officer and as a director since April 11, 2014. Prior to joining Corbus Pharmaceuticals, Inc., he was the President and co-founder of Celsus Therapeutics PLC (“Celsus”) Dr. Cohen holds a BSc (Hons) in microbiology and biochemistry from University of Cape Town, South Africa, and has a Ph.D., summa cum laude, from the Curie Institute of Cancer Research in Paris and the University of Paris V. Dr. Cohen was selected as a director because of his business and leadership experience in the biopharmaceutical sector, as well as a result of having served as a director since our inception.

  6. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and the two most highly-compensated executive officers (other than the chief executive officer) who were serving as executive officers as of December 31, 2023 and December 31, 2022 for services rendered in all capacities to us for the year ended December 31, 2023 and December 31, 2022. These individuals are our named executive officers for 2023.

  7. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards (1) | Non-equity Incentive Plan Compensation | All Other Compensation (2) | Total | | Yuval Cohen | 2023 | $598,850 | $283,855 | $— | $229,842 | $— | $25,075 | $1,137,622 | | Chief Executive Officer | 2022 | $598,071 | $277,728 | $— | $552,172 | $— | $14,870 | $1,442,841 | | Sean Moran | 2023 | $444,971 | $135,403 | $— | $107,975 | $— | $28,907 | $717,256 | | Chief Financial Officer | 2022 | $427,933 | $132,480 | $— | $199,563 | $— | $18,640 | $778,616 | | Rachael Brake | 2023 | $453,980 | $200,000 | $— | $161,735 | $— | $24,152 | $839,867 | | Chief Scientific Officer | 2022 | $427,779 | $108,986 | $— | $211,573 | $— | $15,457 | $763,795 |

  8. Summary Compensation Table

    | (1) Amounts reflect the grant date fair value of option awards granted in 2023 and 2022 in accordance with Accounting Standards Codification Topic 718. For information regarding assumptions underlying the valuation of equity awards, see Note 3 to our Consolidated Financial Statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates - Stock-Based Compensation” included in Item 7 of this Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not correspond to the actual value that may be received by the named executive officers if the stock options are exercised. | | (2) Includes the following amounts in respect to company matching contributions under our 401(k) plan, individual health savings accounts, company-paid premiums for group term life insurance, and company-paid internet allowance. The company-paid life insurance premiums reflect payments for group term life policies maintained for the benefit of all employees. |

  9. Summary Compensation Table

    | Name | Year | Company 401(k) Matching Contribution | Company Health Savings Account Matching Contribution | Company-Paid Group Term Life Insurance Premiums | Company-Paid Internet Allowance | Total All Other Compensation | | Yuval Cohen | 2023 | $19,290 | $4,000 | $810 | $975 | $25,075 | | | 2022 | $9,085 | $4,000 | $810 | $975 | $14,870 | | Sean Moran | 2023 | $17,074 | $4,000 | $6,858 | $975 | $28,907 | | | 2022 | $10,101 | $4,000 | $3,564 | $975 | $18,640 | | Rachael Brake | 2023 | $17,935 | $4,000 | $1,242 | $975 | $24,152 | | | 2022 | $9,240 | $4,000 | $1,242 | $975 | $15,457 |

  10. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table summarizes, for each of the named executive officers, the number of shares of common stock underlying outstanding stock options held as of December 31, 2023.

  11. Outstanding Equity Awards at Fiscal Year End

    | | Equity Incentive Plan Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Number of Securities Underlying Unexercised Unearned | Option Exercise | Option Expiration | | Name | Exercisable | Unexercisable | Options (#) | Price | Date | | Yuval Cohen | 7,179(1) | -(1) | - | $4.97 | 1/28/2024 | | | 9,091(2) | -(2) | - | $30.00 | 4/11/2024 | | | 21,000(3) | -(3) | 2,334(3) | $30.00 | 10/22/2024 | | | 17,667(4) | -(4) | - | $42.00 | 1/7/2026 | | | 5,000(5) | -(5) | - | $261.30 | 10/6/2026 | | | 12,583(6) | -(6) | - | $271.50 | 3/1/2027 | | | 14,583(7) | -(7) | - | $250.50 | 1/4/2028 | | | 18,833(8) | -(8) | - | $225.90 | 1/18/2029 | | | 19,968(9) | 1,332(9) | - | $135.90 | 3/6/2030 | | | 45,166(10) | 18,600(10) | - | $77.40 | 2/2/2031 | | | 22,759(12) | 26,898(12) | - | $14.10 | 2/1/2032 | | | -(13) | 66,318(13) | - | $4.26 | 2/13/2033 | | Sean Moran | 1,787(2) | -(2) | - | $30.00 | 4/11/2024 | | | 3,525(3) | -(3) | 392(3) | $30.00 | 10/22/2024 | | | 2,917(4) | -(4) | - | $42.00 | 1/7/2026 | | | 2,500(5) | -(5) | - | $261.30 | 10/6/2026 | | | 1,917(6) | -(6) | - | $271.50 | 3/1/2027 | | | 2,917(7) | -(7) | - | $250.50 | 1/4/2028 | | | 3,250(8) | -(8) | - | $225.90 | 1/18/2029 | | | 3,531(9) | 236(9) | - | $135.90 | 3/6/2030 | | | 14,510(10) | 5,976(10) | - | $77.40 | 2/2/2031 | | | 8,225(12) | 9,722(12) | - | $14.10 | 2/1/2032 | | | -(13) | 31,155(13) | - | $4.26 | 2/13/2033 | | Rachael Brake | 8,333(11) | 8,334(11) | - | $22.50 | 12/6/2031 | | | 8,720(12) | 10,307(12) | - | $14.10 | 2/1/2032 | | | -(13) | 46,667(13) | - | $4.26 | 2/13/2033 |

  12. Outstanding Equity Awards at Fiscal Year End

    | (1) Represents options to purchase shares of our common stock granted on January 28, 2014. 25% of the option vested on January 28, 2015, and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on February 28, 2015. | | (2) Represents options to purchase shares of our common stock granted on April 11, 2014. 25% of the option vested on April 11, 2015, and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on May 11, 2015. | | (3) Represents options to purchase shares of our common stock granted on October 22, 2014. 12.5% of the option vested on October 22, 2015 and 37.5% of the option vested in equal monthly installments over a period of 36 months commencing on November 22, 2015. The remaining 50% of the option vested in tranches between 5% and 10% upon the achievement of eight individual business milestones. | | (4) Represents options to purchase shares of our common stock granted on January 7, 2016. 25% of these options vested on January 7, 2017 with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on February 7, 2017. | | (5) Represents options to purchase shares of our common stock granted on October 6, 2016. 25% of these options vested on October 6, 2017 with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on November 6, 2017. | | (6) Represents options to purchase shares of our common stock granted on March 1, 2017. 25% of these options vested on March 1, 2018 with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on April 1, 2018. |

  13. Outstanding Equity Awards at Fiscal Year End

    | (7) Represents options to purchase shares of our common stock granted on January 4, 2018. 25% of these options vest on January 4, 2019 with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on February 4, 2019. | | (8) Represents options to purchase shares of our common stock granted on January 18, 2019. 25% of these options vest on January 18, 2020 with the remaining 75% of the option vesting in equal monthly installments over a period of 36 months commencing on February 18, 2020. | | (9) Represents options to purchase shares of our common stock granted on March 6, 2020. 25% of these options vest on March 6, 2021 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on April 6, 2021. | | (10) Represents options to purchase shares of our common stock granted on February 2, 2021. 25% of these options vest on February 2, 2022 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on March 2, 2022. | | (11) Represents options to purchase shares of our common stock granted on December 6, 2021. 25% of these options vest on December 6, 2022 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on January 6, 2023. | | (12) Represents options to purchase shares of our common stock granted on February 1, 2022. 25% of these options vest on February 1, 2023 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on March 1, 2023. | | (13) Represents options to purchase shares of our common stock granted on February 13, 2023. 25% of these options vest on February 13, 2024 and the remaining 75% of the option vested in equal monthly installments over a period of 36 months commencing on March 13, 2024. |

  14. Pay Versus Performance

    Pay Versus Performance

  15. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with rules adopted by the Securities and Exchange Commission as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  16. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4) | Net Loss (5) | | 2023 | $1,137,622 | $1,355,540 | $778,561 | $887,228 | $16.11 | $(44,603,316) | | 2022 | $1,442,841 | $406,588 | $771,205 | $405,878 | $8.88 | $(42,346,903) | | 2021 | $4,858,306 | $1,400,998 | $930,362 | $490,742 | $49.28 | $(45,640,426) |

  17. Pay Versus Performance Table

    | (1) The dollar amounts reported are the amounts of total compensation reported for Dr. Cohen (our Chief Executive Officer / PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” | | (2) The dollar amounts reported represent the average of the amounts reported for our company’s Non-PEO NEOs as a group (excluding Dr. Cohen) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Dr. Cohen) included for purposes of calculating the average amounts in each applicable year are as follows: for 2023, 2022 and 2021, Dr. Brake and Mr. Moran. | | (3) The dollar amounts reported represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: |

  18. Pay Versus Performance Table

    | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table Totals for Non-PEO NEOs | $1,137,622 | $778,561 | $1,442,841 | $771,205 | $4,858,306 | $930,362 | | Add (Subtract): | | | | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (229,842) | (134,855) | (552,172) | (205,568) | (3,996,599) | (642,005) | | Fair value at year end of equity awards granted during the year | 353,176 | 207,220 | 101,496 | 37,786 | 660,564 | 223,500 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 19,077 | 9,752 | (368,308) | (136,723) | (231,588) | (40,771) | | Change in fair value of equity awards granted in prior years that vested during the year | 75,507 | 26,550 | (217,269) | (60,822) | 110,315 | 19,656 | | Equity awards granted in prior years that were forfeited during the year | - | - | - | - | - | - | | Compensation Actually Paid Totals | $1,355,540 | $887,228 | $406,588 | $405,878 | $1,400,998 | $490,742 |

  19. Pay Versus Performance Table

    | (4) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2021, 2022 or 2023. | | (5) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year. |

  20. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative total shareholder return (“TSR”), and (ii) our net income, in each case, for the fiscal years ended December 31, 2022 and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100. A portion of our NEOs’ compensation consists of equity awards. As a result, the change between the values disclosed in our Summary Compensation Table and Compensation Actually Paid tends to be directionally aligned with changes in our TSR. While we are required by SEC rules to disclose the relationship between our net income and Compensation Actually Paid to our NEOs, this is not a metric our compensation committee currently uses in evaluating our NEOs’ compensation as we are a precision oncology company that has not generated any revenues from the sale of products. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  22. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation paid to certain of our non-employee directors during 2023.

  23. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Alan Holmer (2) | 76,250 | 44,407 | 120,657 | | Avery Catlin (3) | 67,500 | 44,407 | 111,907 | | Rachelle Jacques (4) | 60,014 | 44,407 | 104,421 | | John Jenkins (5) | 65,333 | 44,407 | 109,740 | | Peter Salzmann (6) | 45,000 | 44,407 | 89,407 | | Anne Altmeyer (7) | 46,104 | 44,407 | 90,511 | | Yong Ben (8) | 37,440 | 56,766 | 94,206 |

  24. Director Compensation Table

    | (1) Amounts reflect the aggregate grant date fair value of each stock option granted in 2023, in accordance with the Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that may be received by the directors if the stock options are exercised. | | (2) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 held by Mr. Holmer was 21,073. | | (3) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 held by Mr. Catlin was 20,444. | | (4) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 held by Ms. Jacques was 16,560. | | (5) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 held by Dr. Jenkins was 16,560. | | (6) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 held by Dr. Salzmann was 15,403. | | (7) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 held by Dr. Altmeyer was 10,607. | | (8) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 held by Dr. Ben was 10,607. |

  25. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board has approved a director compensation policy for our non-employee directors. Other than reimbursement for reasonable expenses incurred in connection with attending Board and committee meetings, this policy provides for the following cash compensation effective May 2022: each non-employee director is entitled to receive an annual fee from us of $40,000; • the chair of our Board will receive an annual fee from us of $30,000; • the chair of our audit committee will receive an annual fee from us of $20,000; • the chair of our compensation committee will receive an annual fee from us of $15,000; • the chair of our nominating and corporate governance committee will receive an annual fee from us of $10,000; and • each non-chairperson member of the audit committee, the compensation committee, and the nominating and corporate governance committee will receive annual fees from us of $10,000, $7,500, and $5,000, respectively. Each non-employee director receives an annual equity award grant in an amount and on vesting terms, if applicable, to be determined annually by our Compensation Committee in consultation with an independent compensation consultant under our existing equity incentive plan, or any other equity incentive plan we may adopt in the future (the “Annual Non-Employee Director Grant”). Each non-employee director that joins our Board receives an initial grant to purchase that number of shares of our common stock under our existing equity incentive plan, or any other equity incentive plan we may adopt in the future, equal to two times the Annual Non-Employee Director Grant, which shall vest one year from the grant date, or other award with equivalent value and vesting terms to be determined by the Compensation Committee. Upon a change in control, as defined in our equity incentive plan, 100% of the shares underlying these options shall become vested and exercisable immediately prior to such change in control.