DEF 14A of Medicinova Inc
Filed Apr 26, 2024 · FY20230000950170-24-049146
ELECTION OF CLASS II DIRECTORS
ELECTION OF CLASS II DIRECTORS
2023 SUMMARY COMPENSATION TABLE
2023 SUMMARY COMPENSATION TABLE The following table shows for the fiscal years ended December 31, 2023 and 2022, compensation awarded to, paid to, or earned by, the Named Executive Officers ("NEOs").
2023 SUMMARY COMPENSATION TABLE
| Name and Position | Year | Salary ($) | Options Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Yuichi Iwaki, M.D., Ph.D. | 2023 | $657,377 | $481,050 | $230,082 | $19,800 | $1,388,309 | | President and Chief Executive Officer | 2022 | $620,167 | $359,594 | $294,579 | $18,300 | $1,292,640 | | Kazuko Matsuda, M.D., Ph.D. | 2023 | $505,422 | $360,788 | $123,828 | $19,800 | $1,009,838 | | Chief Medical Officer | 2022 | $476,814 | $228,833 | $158,540 | $18,300 | $882,487 | | Geoffrey O’Brien, J.D./M.B.A. | 2023 | $378,579 | $192,420 | $92,716 | $19,800 | $683,515 | | Vice President | 2022 | $357,150 | $117,685 | $118,752 | $18,300 | $611,887 |
2023 SUMMARY COMPENSATION TABLE
(1) Reflects the grant date fair value as calculated in accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 ("ASC 718"). The grant date fair value, as determined pursuant to the Financial Accounting Standards Board’s ASC 718, assumes full achievement of performance conditions at the time the options were granted and not the actual achievement as determined by the Compensation Committee, nor does it reflect the actual value that may be received by the Named Executive Officer upon exercise of the option. (2) Represents performance-based cash incentive payments. (3) Includes 401(k) employer matching contributions. Excludes long-term disability insurance and health insurance premiums, both of which are generally available to all employees on a non-discriminatory basis.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table includes all outstanding equity awards held by our Named Executive Officers as of December 31, 2023.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | Options Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unearned (1) | Option Exercise Price ($/Sh.) | Option Expiration Date | | Yuichi Iwaki, M.D., Ph.D. | | | | | | | President and Chief Executive Officer | 01/07/15 | 250,000 | | 3.09 | 01/06/25 | | | 01/07/16 | 120,000 | | 3.91 | 01/06/26 | | | 01/07/16 | 320,000 | | 3.91 | 01/06/26 | | | 01/18/17 | 450,000 | | 6.10 | 01/17/27 | | | 01/06/18 | 470,000 | | 7.00 | 01/05/28 | | | 01/15/19 | 412,500 | | 9.67 | 01/14/29 | | | 01/09/20 | 495,000 | | 6.89 | 01/08/30 | | | 02/18/21 | 302,500 | | 5.92 | 02/17/31 | | | 01/27/22 | 235,125 | | 2.25 | 01/26/32 | | | 02/01/23 | | 300,000 | 2.40 | 01/31/33 | | Kazuko Matsuda | | | | | | | Chief Medical Officer | 12/04/14 | 120,000 | | 3.24 | 12/03/24 | | | 01/07/15 | 125,000 | | 3.09 | 01/06/25 | | | 01/07/16 | 100,000 | | 3.91 | 01/06/26 | | | 01/07/16 | 170,000 | | 3.91 | 01/06/26 | | | 01/18/17 | 280,000 | | 6.10 | 01/17/27 | | | 01/06/18 | 295,000 | | 7.00 | 01/05/28 | | | 01/15/19 | 243,750 | | 9.67 | 01/14/29 | | | 01/09/20 | 325,000 | | 6.89 | 01/08/30 | | | 02/18/21 | 192,500 | | 5.92 | 02/17/31 | | | 01/27/22 | 149,625 | | 2.25 | 01/26/32 | | | 02/01/23 | | 225,000 | 2.40 | 01/31/33 | | Geoffrey O'Brien, J.D./M.B.A. | | | | | | | Vice President | 12/04/14 | 15,000 | | 3.24 | 12/03/24 | | | 01/07/15 | 105,000 | | 3.09 | 01/06/25 | | | 01/07/16 | 30,000 | | 3.91 | 01/06/26 | | | 01/07/16 | 115,000 | | 3.91 | 01/06/26 | | | 01/18/17 | 200,000 | | 6.10 | 01/17/27 | | | 01/06/18 | 205,000 | | 7.00 | 01/05/28 | | | 01/15/19 | 165,000 | | 9.67 | 01/14/29 | | | 01/09/20 | 99,000 | | 6.89 | 01/08/30 | | | 02/18/21 | 99,000 | | 5.92 | 02/17/31 | | | 01/27/22 | 76,950 | | 2.25 | 01/26/32 | | | 02/01/23 | | 120,000 | 2.40 | 01/31/33 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
In January 2023, performance-based stock options were granted with conditional vesting predicated on the achievement of established performance goals set for 2023. The Compensation Committee certified achievement of the performance-based stock options in January 2024, after having determined the level of achievement of the applicable performance objectives to be 70%. Accordingly, 70% of the total number of shares underlying the option grants to each of Dr. Iwaki, Dr. Matsuda and Mr. O’Brien vested in January 2024 and the remaining portion was forfeited. The number of shares listed in this column represents the target number of shares if 2023 performance objectives had been achieved at the 100% attainment level.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure As required by Section 952(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this disclosure differ from those required in the Summary Compensation Table. For our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return(5) | Net Loss (in thousands)(6) | | 2023 | $1,388,309 | $1,146,211 | $846,677 | $701,141 | $28.52 | $8,572 | | 2022 | $1,292,640 | $1,158,722 | $747,187 | $682,663 | $38.97 | $14,069 | | 2021 | $2,758,032 | $1,411,790 | $1,449,684 | $787,878 | $50.95 | $10,134 |
Pay Versus Performance Disclosure
(1) Our PEO for each year reported is Dr. Yuichi Iwaki, our Chief Executive Officer. The dollar amounts reported in this column are the amounts of total compensation reported for Dr. Yuichi Iwaki in the “Total” column of the Summary Compensation Table in the applicable fiscal year. (2) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal years 2023, 2022 and 2021, which consisted solely of adjustments to the PEO’s equity awards:
Pay Versus Performance Disclosure
| Description of Amount | 2023 | 2022 | 2021 | | Summary Compensation Table - Total Compensation | $1,388,309 | $1,292,640 | $2,758,032 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(481,050) | $(359,594) | $(1,980,330) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $171,028 | $309,418 | $388,230 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $67,924 | $(83,742) | $245,858 | | Compensation Actually Paid | $1,146,211 | $1,158,722 | $1,411,790 |
Pay Versus Performance Disclosure
(3) The non-PEO NEOs for whom the average compensation is presented in this table for 2023, 2022, and 2021 are Dr. Kazuko Matsuda and Geoffrey O'Brien. The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in the applicable fiscal year. (4) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid on average to our non-PEO NEOs during fiscal years 2023, 2022, and 2021, which consisted solely of adjustments to the non-PEO NEOs' equity awards:
Pay Versus Performance Disclosure
| Description of Amount | 2023 | 2022 | 2021 | | Summary Compensation Table - Total Compensation | $846,677 | $747,187 | $1,449,684 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(276,604) | $(173,259) | $(954,159) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $98,341 | $149,084 | $187,056 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $32,727 | $(40,349) | $105,297 | | Compensation Actually Paid | $701,141 | $682,663 | $787,878 |
Pay Versus Performance Disclosure
(5) Total Stockholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our Common Stock on December 31, 2020. The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.
Compensation Actually Paid and Total Stockholder Return
Compensation Actually Paid and Total Stockholder Return The following graph reflects the relationship between the PEO and average non-PEO NEO compensation "actually paid" (“CAP”) versus the Company's cumulative Total Shareholder Return (“TSR”), assuming an initial fixed investment of $100, for the fiscal years ended December 31, 2023, 2022 and 2021.
Compensation Actually Paid and Net Loss
Compensation Actually Paid and Net Loss The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and the Company’s net loss for the fiscal years ended December 31, 2023, 2022 and 2021.
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION We compensate our current non-employee directors, other than Dr. Himawan, for their service on the Board. Each current non-employee director other than Dr. Himawan receives cash compensation in the amount of $40,000 per year, paid quarterly. A non-employee director is typically granted, upon initial appointment to the Board, a non-statutory option to purchase 20,000 shares of our Common Stock, with the size of the award generally pro-rated for the approximate number of months until the expected date of the first annual meeting of stockholders following such director’s initial appointment and which vests in equal quarterly installments over a one year period. In addition, on an annual basis, the Board generally awards to each of our non-employee directors a non-statutory option to purchase 20,000 shares of our Common Stock, which vests in equal quarterly installments over a one year period. Stock options granted to non-employee directors have a per share exercise price equal to 100% of the fair market value of the underlying shares on the date of grant. We reimburse our directors for reasonable expenses incurred in connection with attendance at Board and committee meetings. In 2023, Ms. Lemerond was granted a non-statutory to purchase 18,333 shares of our Company Stock upon her initial appointment to the Board. The Board also granted to each of Ms. Beaver and Mr. Nagao annual grants consisting of a non-statutory option to purchase 20,000 shares of our Common Stock. The options granted to Mses. Lemerond and Beaver and Mr. Nagao are subject to vesting in equal quarterly installments over a one year period. The following table sets forth compensation information with respect to all of our non-employee directors who served during any part of the fiscal year ended December 31, 2023.
2023 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1) (2) ($) | Total | | Jeff Himawan, Ph.D.(3) (4) | $— | $— | $— | | Carolyn Beaver | $40,000 | $29,225 | $69,225 | | Nicole Lemerond(5) | $16,667 | $29,496 | $46,163 | | Hideki Nagao | $40,000 | $29,225 | $69,225 |
2023 DIRECTOR COMPENSATION
(1) Amounts in the Option Awards column reflect the grant date fair value as calculated in accordance with ASC Topic 718. (2) The aggregate number of shares underlying outstanding option awards held by each director as of December 31, 2023 was: Mr. Nagao, 155,000 shares, Ms. Beaver, 75,000 shares, and Ms. Lemerond, 18,333 shares. (3) Dr. Himawan elected to not receive cash compensation or stock option awards for serving on the Board. (4) Dr. Himawan resigned from the Board effective June 13, 2023. Ms. Lemerond was appointed to the Board effective August 4, 2023.