DEF 14A of Trevi Therapeutics, Inc.
Filed Apr 26, 2024 · FY20230000950170-24-049234
Proposal No. 1 – Election of Directors
Proposal No. 1 – Election of Directors The three nominees for director receiving the highest number of votes “for” election will be elected as Class II directors. This is called a plurality. You may vote “for” all nominees; vote “for” one or more nominees and “withhold” your vote from the other nominees; or “withhold” your vote from all nominees. Shares held in “street name” by your bank, broker or other nominee who indicate on their proxies that they do not have authority to vote the shares on this proposal will not be counted as votes “for” or “withhold” from any director nominee and will be treated as “broker non-votes.” Votes that are withheld and "broker non-votes" will not be included in the vote tally for the election of directors and will not affect the results of the vote.
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS Our Board of Directors currently consists of seven members. In accordance with the terms of our restated certificate of incorporation and our amended and restated bylaws, our Board of Directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows: the Class I directors are James Cassella, Ph.D. and Michael Heffernan, and their term expires at the Annual Meeting of Stockholders to be held in 2026; • the Class II directors are Dominick Colangelo, Edward Mathers and David Meeker, M.D., and their term expires at the Annual Meeting; and • the Class III directors are Jennifer Good and Anne VanLent, and their term expires at the Annual Meeting of Stockholders to be held in 2025. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the Annual Meeting of Stockholders in the year in which their term expires. Our restated certificate of incorporation and our amended and restated bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our restated certificate of incorporation and amended and restated bylaws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office. Our Board of Directors has nominated Mr. Colangelo, Mr. Mathers and Dr. Meeker for election as Class II directors at the Annual Meeting. Each of the nominees is presently a director and each has indicated a willingness to continue to serve as director, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our Board of Directors. The following matrix provides voluntarily self-identified demographic information related to our Board of Directors, in accordance with Nasdaq requirements.
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS
| Board Diversity Matrix (As of April 15, 2024) | | | | | | Total Number of Directors | 7 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 5 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 5 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |
PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS
Our Board Diversity Matrix as of May 1, 2023 can be found in the proxy statement for our 2023 Annual Meeting of Stockholders, filed with the SEC on May 1, 2023.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors Biographical information, including principal occupation and business experience during the last five years, for our nominees for election as Class II directors at our Annual Meeting is set forth below.
Nominees for Election as Class II Directors
| | Age | | Dominick Colangelo. Mr. Colangelo has served on our Board of Directors since June 2020. Mr. Colangelo has served as President and Chief Executive Officer and a director of Vericel Corporation, a publicly traded commercial-stage biopharmaceutical company, since March 2013. Mr. Colangelo has more than 20 years of executive management and corporate development experience in the biopharmaceutical industry, including nearly a decade with Eli Lilly and Company, a publicly traded pharmaceutical company. During his career, he has held a variety of executive positions of increasing responsibility in product development, pharmaceutical operations, sales and marketing and corporate development. He has extensive experience in the acquisition, development and commercialization of products across a variety of therapeutic areas. During his tenure at Eli Lilly, he held positions as Director of Strategy and Business Development for Eli Lilly’s Diabetes Product Group and also served as a founding Managing Director of Lilly Ventures. Mr. Colangelo received a B.S.B.A. in Accounting from the State University of New York at Buffalo and a J.D. from the Duke University School of Law. Our Board of Directors believes that Mr. Colangelo’s experience as an executive and his governance experience provide him with the qualifications and skills to serve on our Board of Directors. | 60 |
Nominees for Election as Class II Directors
| Edward Mathers. Mr. Mathers has served on our Board of Directors since July 2017. Mr. Mathers has been a partner at New Enterprise Associates, Inc., a private venture capital firm, since August 2008. Mr. Mathers has served as a director of multiple publicly traded biopharmaceutical companies including Rhythm Pharmaceuticals, Inc., since March 2013, Synlogic, Inc., since October 2012, Inozyme Pharma, Inc., since January 2017, Senti Biosciences, Inc., since July 2016, and Reneo Pharmaceuticals, Inc., since December 2017. He previously served as a director of ObsEva SA,a publicly traded biopharmaceutical company, from November 2015 until June 2023, Akouos, Inc., a publicly traded biopharmaceutical company, from October 2017 until December 2022, Mirum Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, from November 2018 until September 2022, Ra Pharmaceuticals, Inc., a publicly traded pharmaceutical company, from February 2010 until April 2020, and Liquidia Technologies, Inc., a publicly traded biopharmaceutical company, from April 2009 until May 2019. He currently serves, and has previously served, on the board of directors of a number of private life sciences companies. Mr. Mathers earned his B.S. in chemistry from North Carolina State University. Our Board of Directors believes that Mr. Mathers’ experience investing in and advising life sciences companies, as well as his experience as a director of public and private companies in the life sciences industry, provide him with the qualifications and skills to serve on our Board of Directors. | 64 |
Nominees for Election as Class II Directors
| David Meeker, M.D. Dr. Meeker has served as a member of our Board of Directors and our chairman since July 2017. Dr. Meeker has served as President and Chief Executive Officer of Rhythm Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, since July 2020, as a director since November 2015 and as chairman of the board since April 2017. Prior to joining Rhythm Pharmaceuticals, Dr. Meeker was Chief Executive Officer and director of KSQ Therapeutics, Inc., a biotechnology company, from September 2017 to July 2020 and worked at Sanofi Genzyme, a biopharmaceutical company, from October 2011 to June 2017, in a variety of roles, including President and Chief Executive Officer of Genzyme, a Sanofi Company, from October 2011 until January 2016, as a member of Sanofi’s Executive Committee from 2012 to June 2017 and as Executive Vice President and head of Sanofi Genzyme, Sanofi’s specialty care unit with responsibility for rare diseases, multiple sclerosis, oncology and immunology franchises, from January 2016 to June 2017. Prior to the acquisition of Genzyme by Sanofi in 2011, Dr. Meeker worked at Genzyme Corporation beginning in 1994 as medical director, and held positions of increasing responsibility, ultimately serving as Chief Operating Officer. Prior to joining Genzyme, Dr. Meeker was director of the Pulmonary Critical Care Fellowship at the Cleveland Clinic and an Assistant Professor of Medicine at Ohio State University. Dr. Meeker has served as Chairman of Pharvaris B.V., a publicly traded biopharmaceutical company, since January 2021. Dr. Meeker also served as a director of MyoKardia, Inc., a publicly traded biopharmaceutical company, from June 2017 to December 2020. Dr. Meeker holds a medical degree from the University of Vermont Medical School and completed the Advanced Management Program at Harvard Business School in 2000. He completed his internal medicine training at Harvard University’s Beth Israel Hospital and pulmonary/critical care training at Boston University. Our Board of Directors believes that Dr. Meeker is qualified to serve as the Chairman of our Board of Directors because of his extensive executive experience in the life sciences industry, his medical background and his deep familiarity with our business as an original investor and advisor to our company. | 69 |
Nominees for Election as Class II Directors
The Board of Directors recommends voting “FOR” the election of Mr. Colangelo, Mr. Mathers and Dr. Meeker as Class II directors, for a three-year term ending at the Annual Meeting of Stockholders to be held in 2027. Any properly submitted proxy will be voted in favor of the nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as directors if elected. However, if any nominee is unable to serve or for good cause will not serve as a director, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by our Board of Directors.
Directors Continuing in Office
Directors Continuing in Office Biographical information, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.
Class I Directors (Term Expires at 2026 Annual Meeting)
Class I Directors (Term Expires at 2026 Annual Meeting)
Class I Directors (Term Expires at 2026 Annual Meeting)
| | Age | | James Cassella, Ph.D. Dr. Cassella has served as a member of our Board of Directors since February 2020. Dr. Cassella has served as Chief Development Officer of Sun Pharmaceutical Industries Inc., a publicly traded biotechnology company, since March 2023, and he previously served as Chief Development Officer of Concert Pharmaceuticals, Inc., a publicly traded biotechnology company, from February 2015 until it was acquired by Sun Pharmaceutical Industries Inc. in March 2023. Prior to joining Concert, Dr. Cassella served as Executive Vice President, Research and Development and Chief Scientific Officer of Alexza Pharmaceuticals, Inc., a pharmaceutical company, from July 2012 to January 2015 and served as its Senior Vice President, Research and Development from June 2004 to July 2012. From April 1989 to April 2004, Dr. Cassella held various management positions, including Senior Vice President of Clinical Research and Development at Neurogen Corporation, a publicly traded biotechnology company. Prior to Neurogen, Dr. Cassella was Assistant Professor of Neuroscience at Oberlin College. Dr. Cassella received a Ph.D. in Physiological Psychology from Dartmouth College, completed a postdoctoral fellowship in the Department of Psychiatry at the Yale University School of Medicine and received a B.A. in Psychology from the University of New Haven. Our Board of Directors believes that Dr. Cassella’s extensive executive experience in the life sciences industry, his development experience and his development background provide him with the qualifications and skills to serve on our Board of Directors. | 69 | | Michael Heffernan. Mr. Heffernan has served on our Board of Directors since February 2017 and served as our lead independent director from September 2020 until June 2023. Mr. Heffernan has served as the Chief Executive Officer of Avenge Bio, Inc., an oncology-focused biotechnology company, since January 2022, and as the chairman of its board of directors since 2019. Previously, Mr. Heffernan served as the President, Chief Executive Officer and director of Collegium Pharmaceutical, Inc., a publicly traded pharmaceutical company, from October 2002 until July 2018, at which time he transitioned to the role of chairman of the board of directors. He also founded Precision Dermatology, previously Onset Therapeutics, LLC, a dermatology-focused company, and served as its President and Chief Executive Officer from 2005 to 2010. Mr. Heffernan previously founded and served as President and Chief Executive Officer of Clinical Studies Ltd., a pharmaceutical contract research organization that was sold to PhyMatrix Corp., from 1994 to 1999, and subsequently served as President and Chief Executive Officer of PhyMatrix from 1999 to 2002. Mr. Heffernan started his career at Eli Lilly and Company, where he held numerous sales and marketing roles. Mr. Heffernan has served on the board of directors of Biohaven LTD, a publicly traded biopharmaceutical company, since January 2020, and Synlogic, Inc., a publicly traded biopharmaceutical company, since December 2020. Mr. Heffernan previously served on the board of directors of Akebia Therapeutics, Inc., a publicly traded biopharmaceutical company, from December 2018 until May 2022, on the board of directors of Keryx Biopharmaceuticals, Inc., a publicly traded pharmaceutical company, from April 2016 until December 2018 and on the board of directors of Veloxis Pharmaceuticals A/S, a specialty pharmaceutical company that is publicly traded on Nasdaq OMX Copenhagen, from April 2015 until February 2020, including as its chairman from April 2016 until February 2020. He currently serves, and has previously served, on the board of directors of several privately held companies. Mr. Heffernan graduated from the University of Connecticut with a B.S. in pharmacy in 1987 and is a registered pharmacist. Our Board of Directors believes that Mr. Heffernan’s experience as an executive and a member of the boards of publicly traded and privately held companies in the life sciences industry provides him with the qualifications and skills to serve on our Board of Directors. | 59 |
Class III Directors (Term Expires at 2025 Annual Meeting)
Class III Directors (Term Expires at 2025 Annual Meeting)
Class III Directors (Term Expires at 2025 Annual Meeting)
| | Age | | Jennifer Good. Ms. Good is our co-founder and has served as a member of our Board of Directors and as our President and Chief Executive Officer since our inception in March 2011. Previously, Ms. Good served at Penwest Pharmaceuticals Co., or Penwest, from 1997 to 2010, where she held various positions including President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. Ms. Good has served on the board of Rhythm Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, since June 2019. Previously, Ms. Good served on the board of Juniper Pharmaceuticals, Inc., a publicly traded healthcare company, from September 2017 until it was acquired by Catalent, Inc. in August 2018. Ms. Good has also served as a board member of the Friedreich’s Ataxia Research Alliance (FARA), a patient advocacy group advancing treatments for the cure of Friedreich’s Ataxia, since 2011. Ms. Good received a Bachelor of Business Administration degree with a concentration in accounting from Pacific Lutheran University in 1987 and is a Certified Public Accountant licensed by the State of Washington, although her license is currently inactive. Our Board of Directors believes that Ms. Good’s in-depth knowledge of our business from serving as our founder, President and Chief Executive Officer and her perspective and experience as an executive and a director at publicly traded and privately held companies in the life sciences industry, provide her with the qualifications and skills to serve on our Board of Directors. | 59 |
Class III Directors (Term Expires at 2025 Annual Meeting)
| | Age | | Anne VanLent. Ms. VanLent has served on our Board of Directors since October 2018. Since May 2008, Ms. VanLent has been President of AMV Advisors, providing corporate strategy and financial consulting services to emerging growth life sciences companies. Ms. VanLent was the Executive Vice President and Chief Financial Officer of Barrier Therapeutics, Inc., a publicly traded pharmaceutical company, from 2002 through 2008. From 1997 to 2001, she was the Executive Vice President—Portfolio Management for Sarnoff Corporation, a multidisciplinary research and development firm. From 1985 to 1993, she served as Senior Vice President and Chief Financial Officer of The Liposome Company, Inc., a publicly traded biopharmaceutical company that was acquired by Elan Corp. plc. Ms. VanLent served as a member of the board of directors and audit committee chair of ObsEva SA, a publicly traded biopharmaceutical company, from May 2021 until June 2023. Ms. VanLent also served as a member of the board of directors and audit committee chair of Applied Genetics Technologies Corporation, a publicly traded biotechnology company, from August 2016 until it was acquired by Syncona Limited in December 2022. From May 2013 to June 2020, Ms. VanLent served as a member of the board of directors of Vaxart, Inc. (formerly Aviragen Therapeutics, Inc.), a publicly traded biotechnology company. Ms. VanLent received a B.A. in physics from Mount Holyoke College. Our Board of Directors believes that Ms. VanLent’s financial and accounting expertise and her experience as an executive and a member on the boards of publicly traded life sciences companies provides her with the qualifications and skills to serve on our Board of Directors. | 76 |
Class III Directors (Term Expires at 2025 Annual Meeting)
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.
Director Compensation
Director Compensation We do not pay any compensation to our President and Chief Executive Officer in connection with her service on our Board of Directors. Ms. Good is one of our named executive officers and, accordingly, the compensation that we pay to Ms. Good is discussed under “—Executive Compensation—2023 Summary Compensation Table” and “Executive Compensation—Narrative to Summary Compensation Table.” Under our director compensation program, we pay our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chairman of the board and the chairman of each committee receive higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment would be prorated for any portion of such quarter that the director was not serving on our Board of Directors or on such committee. The fees paid to non-employee directors in 2023 as a retainer for service on the Board of Directors and for service on each committee of the Board of Directors on which the director was a member were as follows::
Director Compensation
| | Member Annual Fee | Chairman Annual Fee | | Board of Directors | $40,000 | $70,000 | | Audit Committee | $10,000 | $20,000 | | Compensation Committee | $7,500 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 |
Director Compensation
(1) Under our director compensation program, the Lead Director was eligible to receive an additional annual fee of $15,000 if such additional annual fee was approved by our Board of Directors. However, Mr. Heffernan, our Lead Director from September 2020 until June 2023 did not receive any additional fee. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending board of director and committee meetings. In addition, under our director compensation program, each non-employee director elected or appointed to our Board of Directors receives upon his or her initial election or appointment to our Board of Directors an option to purchase 60,000 shares of our common stock under our 2019 Stock Incentive Plan, or the 2019 Plan. Each of these options vests as to 50% of the shares of our common stock underlying such option at the earlier of the first anniversary of the date of grant or the date of the first annual meeting of stockholders held following the date of grant, with the remainder vesting on the earlier of the second anniversary of the date of grant or the date of the second annual meeting of stockholders held following the date of grant, subject to the non-employee director’s continued service as a director, employee or consultant. Further, on the date of each annual meeting of stockholders, each non-employee director that has served on our Board of Directors for at least six months receives an option to purchase 30,000 shares of our common stock under the 2019 Plan. Each of these options fully vests on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders, subject to the non-employee director’s continued service as a director, employee or consultant. All options granted to our non-employee directors under our director compensation program are issued at exercise prices equal to the fair market value of our common stock on the date of grant and become exercisable in full in the event of a change in control. On the date of the 2023 Annual Meeting of Stockholders, each non-employee director received an option to purchase 30,000 shares of our common stock under the 2019 Plan. The table below shows all compensation to our non-employee directors for the year ended December 31, 2023.
Director Compensation
| Name | Fees earned or paid in cash ($) | Option awards ($) (1) (2) | Total ($) | | David Meeker, M.D. | 72,500 | 62,947 | 135,447 | | Anne VanLent | 65,000 | 62,947 | 127,947 | | Michael Heffernan | 65,000 | 62,947 | 127,947 | | Dominick Colangelo | 57,500 | 62,947 | 120,447 | | James Cassella, Ph.D. | 50,000 | 62,947 | 112,947 | | Edward Mathers | 47,500 | 62,947 | 110,447 |
Director Compensation
(1) The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. See note 2 and note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions underlying the valuation of equity awards. (2) As of December 31, 2023, the aggregate number of shares of our common stock subject to outstanding option awards held by our non-employee directors was as follows: Dr. Meeker 148,567 shares, Ms. VanLent 126,315 shares, Mr. Heffernan 147,367 shares, Mr. Colangelo 93,684 shares, Dr. Cassella 93,684 shares, and Mr. Mathers 107,894 shares.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth information regarding compensation awarded to and earned by our named executive officers for the years ended December 31, 2023 and December 31, 2022:
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Option awards ($) (2) | All other compensation ($) (3) | Total ($) | | Jennifer Good | 2023 | 596,924 | 229,075 | 851,399 | 9,900 | 1,687,298 | | President and Chief Executive Officer | 2022 | 523,182 | 249,518 | 116,245 | 9,150 | 898,095 | | David J. Clark, M.D., MBChB (4) | 2023 | 479,038 | 131,600 | — | — | 610,638 | | Chief Medical Officer | 2022 | 54,231 | — | 526,550 | — | 580,781 | | Thomas Sciascia, M.D. (5) | 2023 | 424,677 | 117,600 | 425,699 | 9,149 | 977,125 | | Chief Scientific Officer | 2022 | 391,458 | 130,772 | 46,820 | 8,245 | 577,295 |
2023 Summary Compensation Table
(1) The amounts reported in the “Bonus” column reflect discretionary annual cash bonuses paid to our executive officers for their performance. (2) The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of stock-based compensation awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See note 2 and note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions underlying the valuation of our equity awards. (3) These amounts reflect the cost to us of 401(k) matching contributions. (4) Dr. Clark joined the company as Chief Medical Officer in November 2022. Dr. Sciascia served as our Chief Medical Officer until November 2022 when he assumed the role of Chief Scientific Officer.
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table sets forth information regarding all outstanding stock options held by each of our named executive officers as of December 31, 2023. No unvested restricted stock awards were outstanding as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| | Option Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | | Jennifer Good | 13,547 | — | 3.23 | 1/22/2024 | | | 62,804 | — | 2.19 | 6/10/2024 | | | 61,180 | — | 1.43 | 11/24/2024 | | | 5,263 | — | 1.43 | 5/14/2025 | | | 173,684 | — | 3.33 | 12/19/2027 | | | 310,000 | — | 10.12 | 6/2/2029 | | | 191,666 | 8,334(1) | 5.50 | 2/12/2030 | | | 113,333 | 46,667(2) | 3.21 | 2/16/2031 | | | 160,000 | —(3) | 3.21 | 2/16/2031 | | | 126,041 | 148,959(4) | 0.51 | 2/13/2032 | | | — | 375,000(5) | 2.67 | 2/15/2033 | | David J. Clark, M.D., MBChB | 81,250 | 218,750(6) | 2.02 | 11/13/2032 | | Thomas Sciascia, M.D. (7) | 11,289 | — | 3.23 | 1/22/2024 | | | 59,354 | — | 2.19 | 6/10/2024 | | | 48,001 | — | 1.43 | 11/24/2024 | | | 2,631 | — | 1.43 | 5/14/2025 | | | 7,895 | — | 3.33 | 12/19/2027 | | | 50,000 | — | 10.12 | 6/2/2029 | | | 57,500 | 2,500(1) | 5.50 | 2/12/2030 | | | 35,416 | 14,584(2) | 3.21 | 2/16/2031 | | | 37,500 | —(3) | 3.21 | 2/16/2031 | | | 50,416 | 59,584(8) | 0.51 | 2/10/2032 | | | — | 187,500(5) | 2.67 | 2/15/2033 |
Outstanding Equity Awards at December 31, 2023
(1) Granted on February 13, 2020 and vested as to 25% of the shares underlying the option on February 13, 2021. The remaining 75% of the shares underlying the option vested in equal monthly installments thereafter through February 13, 2024. (2) Granted on February 17, 2021 and vested as to 25% of the shares underlying the option on February 17, 2022. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through February 17, 2025. Granted on February 17, 2021 and subject to performance-based vesting. The shares underlying the option were fully vested as of September 19, 2022 based on the achievement of specific performance metrics related to the company’s Phase 2b/3 PRISM trial of Haduvio (nalbuphine ER) for the treatment of prurigo nodularis and Phase 2 CANAL trial of Haduvio for the treatment of chronic cough in patients with idiopathic pulmonary fibrosis. Granted on February 14, 2022 and vested as to 25% of the shares underlying the option on February 14, 2023. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through February 14, 2026. Granted on February 16, 2023 and vested as to 25% of the shares underlying the option on February 16, 2024. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through February 16, 2027. (6) Granted on November 14, 2022 and vested as to 25% of the shares underlying the option on November 14, 2023. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through November 14, 2026. (7) Dr. Sciascia served as our Chief Medical Officer until November 2022 when he assumed the role of Chief Scientific Officer. He therefore served in the role of Chief Medical Officer for the year ended December 31, 2021. (8) Granted on February 11, 2022 and vested as to 25% of the shares underlying the option on February 11, 2023. The remaining 75% of the shares underlying the option are scheduled to vest in equal monthly installments thereafter through February 11, 2026.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control In September 2019, the compensation committee of our Board of Directors adopted our Separation Benefits Plan. The Separation Benefits Plan applies to our Chief Executive Officer and our other officers, who we refer to collectively as our covered executives. Ms. Good, Dr. Sciascia and Dr. Clark are covered executives under the Separation Benefits Plan. The Separation Benefits Plan provides for separation benefits in the event of (i) a termination of a covered executive’s employment by us other than for cause or by reason of such covered executive’s death or disability, or (ii) a resignation by such covered executive for good reason. Except as specifically provided in the Separation Benefits Plan, the separation benefits set forth in the Separation Benefits Plan supersede any separation benefits set forth in any award agreements and/or employment offer letters between us and any covered executive. Under the terms of the Separation Benefits Plan, subject to the execution and effectiveness of a separation and release of claims agreement, if a covered executive’s employment is terminated by us other than for cause or by reason of such covered executive’s death or disability, or the covered executive resigns for good reason, in each case other than upon or within 12 months following a change in control (as defined in the Separation Benefits Plan), which we refer to as the CIC period, we will be obligated to: continue to pay the covered executive’s most recent base salary for a period, which we refer to as the severance period, of (i) 12 months, in the case of Ms. Good as Chief Executive Officer, or (ii) six months, in the case of the other covered executives; and • provided that the covered executive is eligible for and elects to continue receiving medical insurance pursuant to COBRA, pay on such covered executive’s behalf the share of the monthly premiums for such coverage that we pay for active and similarly situated employees receiving the same type of coverage during the severance period; provided, however, that in the event the covered executive becomes eligible during the severance period for the same or substantially similar group health insurance coverage through another employer, our obligation to make monthly premium payments shall end. Under the terms of the Separation Benefits Plan, subject to the execution and effectiveness of a severance and release of claims agreement, if, during the CIC period, a covered executive’s employment is terminated by us other than for cause (as defined in the Separation Benefits Plan) or by reason of such covered executive’s death or disability, or the covered executive resigns for good reason, we will be obligated to: • pay a lump sum equal to the covered executive’s most recent monthly base salary, or, if greater, such covered executive’s highest base salary immediately prior to the change in control or during the CIC period, for a period, which we refer to as the CIC severance period) of (i) 18 months, in the case of Ms. Good as Chief Executive Officer, or (ii) 12 months, in the case of the other covered executives, provided that the severance to be paid to a covered executive shall be reduced by the amount of any other post-termination payments we make to the covered executive, which are made to enforce the covered executive’s non-competition obligation or are otherwise required by law; • provided that the covered executive is eligible for and elects to continue receiving medical insurance pursuant to COBRA, pay on such covered executive’s behalf the share of the monthly premiums for such coverage that we pay for active and similarly situated employees receiving the same type of coverage during the CIC severance period; provided, however, that in the event the covered executive becomes eligible during the CIC severance period for the same or substantially similar group health insurance coverage through another employer, our obligation to make monthly premium payments shall end; • pay to the covered executive a lump sum equal to such covered executive’s target bonus award for the year in which the termination of employment occurs, without regard to whether the performance goals applicable to such target bonus had been established or satisfied at the date of termination, multiplied by (i) 1.5 in the case of Ms. Good as the Chief Executive Officer, or (ii) 1.0 in the case of the other covered executives; and • accelerate the vesting of all equity awards held by such covered executive at the date of termination (other than equity awards that vest on the basis of performance and do not provide solely for time-based vesting), such that such equity awards shall become 100% vested. The Separation Benefits Plan is administered by our Board of Directors or our compensation committee. Our Board of Directors or our compensation committee may amend, modify, or terminate the Separation Benefits Plan at any time in its sole discretion; provided that (a) any such amendment, modification or termination made prior to a change in control that adversely affects the rights of any covered executive must be unanimously approved by our Board of Directors, including Ms. Good as Chief Executive Officer, (b) no such amendment, modification or termination may affect the rights of a covered executive then receiving payments or benefits under the Separation Benefits Plan without the consent of such covered executive, and (c) no such amendment, modification or termination made after a change in control will be effective for one year from the date of the change in control.