DEF 14A of Medicinova Inc, Apr 28, 2025

DEF 14A of Medicinova Inc

Filed Apr 28, 2025 · FY20240000950170-25-059321

Open on EDGAR

  1. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table shows for the fiscal years ended December 31, 2024 and 2023, compensation awarded to, paid to, or earned by, the Named Executive Officers ("NEOs").

  2. 2024 SUMMARY COMPENSATION TABLE

    | Name and Position | Year | Salary ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Yuichi Iwaki, M.D., Ph.D. | 2024 | $657,377 | $401,471 | $328,689 | $20,700 | $1,408,237 | | President and Chief Executive Officer | 2023 | $657,377 | $481,050 | $230,082 | $19,800 | $1,388,309 | | Kazuko Matsuda, M.D., Ph.D., MPH | 2024 | $505,422 | $301,103 | $176,898 | $20,700 | $1,004,123 | | Chief Medical Officer | 2023 | $505,422 | $360,788 | $123,828 | $19,800 | $1,009,838 | | David H. Crean, Ph.D.(4) | 2024 | $99,000 | $— | $— | $— | $99,000 | | Chief Business Officer | | | | | | | | Geoffrey O’Brien, J.D./M.B.A. | 2024 | $155,756 | $— | $— | $14,910 | $170,666 | | Former Vice President | 2023 | $378,579 | $192,420 | $92,716 | $19,800 | $683,515 |

  3. 2024 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. (4) Dr. Crean was providing services to us during the 2023 fiscal year but was not a NEO for such fiscal year. Accordingly, compensation information is only included for the 2024 fiscal year.

  4. 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 other than Mr. O'Brien as of December 31, 2024. Mr. O'Brien did not hold any outstanding equity awards as of December 31, 2024, as a result of his resignation from employment with us in April 2024.

  5. 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 | 210,000 | | 2.40 | 01/31/33 | | | 01/18/24 | | 400,000 | 1.52 | 01/17/34 | | Kazuko Matsuda, M.D., Ph.D., MPH | | | | | | | 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 | 157,500 | | 2.40 | 01/31/33 | | | 01/18/24 | | 300,000 | 1.52 | 01/17/34 | | David H. Crean, Ph.D. | | | | | | | Chief Business Officer | 5/17/21 | 30,000 | | 4.09 | 05/16/31 |

  6. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    In January 2024, performance-based stock options were granted with conditional vesting predicated on the achievement of established performance goals set for 2024. The Compensation Committee certified achievement of the performance-based stock options in January 2025, after having determined the level of achievement of the applicable performance objectives to be 100%. Accordingly, 100% of the total number of shares underlying the option grants to each of Dr. Iwaki and Dr. Matsuda vested in January 2025. The number of shares listed in this column represents both the target number of shares if the 2024 performance objectives were achieved at the 100% attainment level as well as the actual achievement, as a result of achievement at 100%.

  7. 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.

  8. 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) | | 2024 | $1,408,237 | $1,606,990 | $424,596 | $474,782 | $78.36 | $11,050 | | 2023 | $1,388,309 | $1,146,211 | $846,677 | $701,141 | $55.97 | $8,572 | | 2022 | $1,292,640 | $1,158,722 | $747,187 | $682,663 | $76.49 | $14,069 |

  9. 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 2024, 2023, and 2022, which consisted solely of adjustments to the PEO’s equity awards:

  10. Pay Versus Performance Disclosure

    | Description of Amount | 2024 | 2023 | 2022 | | Summary Compensation Table - Total Compensation | $1,408,237 | $1,388,309 | $1,292,640 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(401,471) | $(481,050) | $(359,594) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $595,407 | $171,028 | $309,418 | | + 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 | $4,817 | $67,924 | $(83,742) | | Compensation Actually Paid | $1,606,990 | $1,146,211 | $1,158,722 |

  11. Pay Versus Performance Disclosure

    (3) The non-PEO NEOs for whom the average compensation is presented in this table for each year reported are as follows: • For 2024: Dr. Kazuko Matsuda, Dr. David Crean and Geoffrey O'Brien • For 2023: Dr. Kazuko Matsuda and Geoffrey O'Brien • For 2022: 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 2024, 2023, and 2022, which consisted solely of adjustments to the non-PEO NEOs' equity awards:

  12. Pay Versus Performance Disclosure

    | Description of Amount | 2024 | 2023 | 2022 | | Summary Compensation Table - Total Compensation | $424,596 | $846,677 | $747,187 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(100,368) | $(276,604) | $(173,259) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $148,852 | $98,341 | $149,084 | | + 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 | $1,702 | $32,727 | $(40,349) | | Compensation Actually Paid | $474,782 | $701,141 | $682,663 |

  13. Pay Versus Performance Disclosure

    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, 2021. The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.

  14. 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, 2024, 2023, and 2022.

  15. 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, 2024, 2023, and 2022.

  16. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION We compensate our non-employee directors for their service on the Board. Each non-employee director 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 2024, the Board granted to each of Ms. Beaver, Ms. Lemerond, 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, 2024.

  17. 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1) (2) ($) | Total | | Carolyn Beaver | $40,000 | $17,319 | $57,319 | | Nicole Lemerond | $40,000 | $17,319 | $57,319 | | Hideki Nagao | $40,000 | $17,319 | $57,319 |

  18. 2024 DIRECTOR COMPENSATION

    (1) Amounts in the Option Awards column reflect the grant date fair value as calculated in accordance with ASC Topic 718. The aggregate number of shares underlying outstanding option awards held by each director as of December 31, 2024 was: Mr. Nagao, 175,000 shares, Ms. Beaver, 95,000 shares, and Ms. Lemerond, 38,333 shares.