DEF 14A of Inhibikase Therapeutics, Inc., May 12, 2025

DEF 14A of Inhibikase Therapeutics, Inc.

Filed May 12, 2025 · FY20240000950170-25-069152

Open on EDGAR

  1. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS One directors are to be elected at the Annual Meeting, each to serve as our Class II directors until the Company’s 2028 annual meeting of stockholders and until his successors are duly elected and qualified, or until his earlier death, resignation or removal. The Class II director nominees are current directors and have been nominated for re-election by our Board of Directors. The Company intends that the proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class II director nominees, each to serve until the 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Should the Class II director nominees be unable to accept nomination or election as a director, the individuals named as proxy holders, Mr. Iwicki and Mr. McIntyre, will vote the shares that they represent for such other person as the Board of Directors may recommend. The Board of Directors has no present knowledge that the Class II director nominees named below will be unavailable to serve. The Class II directors standing for re-election, together with his age and certain other information, is:

  2. ELECTION OF CLASS II DIRECTORS

    | Director | Age | Year First Became Director | | Amit Munshi | 57 | 2024 | | David Canner, Ph.D. | 37 | 2024 |

  3. ELECTION OF CLASS II DIRECTORS

    The biographies for the director nominees set forth above and or other directors are set forth in this Proxy Statement under the heading “Directors, Executive Officers and Corporate Governance — Executive Officers and Directors.” We have determined that each of these Class II director nominees possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of our Board of Directors. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as Class II directors are noted in their biographies.

  4. Non-Employee Directors

    Non-Employee Directors Amit Munshi has served as a member of our Board of Directors since October 2024. Mr. Munshi served as the President, Chief Executive Officer and as a board member of Orna Therapeutics, Inc. (“Orna”), a biotechnology company, from May 2024 to April 2025. Prior to this, Mr. Munshi served as the President, Chief Executive Officer and as a board member of ReNAgade Therapeutics, Inc., an RNA therapeutics company, from May 2023 until its acquisition by Orna in May 2024. Mr. Munshi also has served as chairman of the board of directors of Zura Bio Limited (“Zura”), a publicly traded biotechnology company, since March 2023, and as a director and the chairman of the board of directors of Zura’s accounting predecessor since November 2022. Mr. Munshi has served as a member of the board of directors and audit committee of Galecto Inc., a publicly traded clinical-stage biotechnology company, since May 2020 and as the chairman of the board of Enterprise Therapeutics, a drug discover company, since January 2020. Mr. Munshi was President and Chief Executive Officer of Arena Pharmaceuticals Inc., a then-publicly traded biopharmaceutical company, from May 2016 to March 2022 and a member of its board of directors from June 2016 until its acquisition by Pfizer in March 2022. Mr. Munshi also served as a member of the board of directors and audit committee of Pulmatrix Inc., a publicly traded clinical-stage biopharmaceutical company, from June 2017 until March 2021. Previously, from May 2012 until May 6, 2016, Mr. Munshi was the Chief Executive Officer of Epirus Biopharmaceuticals, which filed for bankruptcy on July 25, 2016. Prior to Epirus, Mr. Munshi was Chief Executive Officer of Percivia LLC, which was later acquired by Johnson & Johnson, and Chief Business Officer and co-founder of Kythera Biopharmaceuticals Inc., which was subsequently acquired by Allergan. Mr. Munshi holds a B.S. in Economics and a B.A. in History from the University of California, Riverside, and an M.B.A. from the Peter F. Drucker School of Management at Claremont Graduate University. We believe Mr. Munshi’s global biopharmaceutical industry experience in executive management, business development, product development and portfolio management qualifies him to serve on our Board of Directors. Roberto Bellini has served as a member of our Board of Directors since October 2024. Mr. Bellini currently serves as a Managing Partner at BSQUARED Capital Inc., a family office biotech fund, since 2023. He has also served as a director of BIOTECanada, a biotechnology industry association, since May 2016, where he is currently a member of Executive Committee and previously served as Vice Chair from May 2016 and June 2019 and from July 2021 and July 2024. Mr. Bellini served as President and Chief Executive Officer and a director of BELLUS Health, a late-stage biopharmaceutical company, between January 2010 and July 2023. Under his leadership BELLUS Health developed camlipixant, a P2X3 antagonist for chronic cough from preclinical to Phase 3. BELLUS Health was subsequently acquired by GSK plc in 2023. Mr. Bellini holds a Bachelor of Science in Biochemistry from McGill University. We believe Mr. Bellini’s experience in biotechnology industry qualifies him to serve on our Board of Directors. Arvind Kush has served as a member of our Board of Directors since October 2024. Mr. Kush has served as Chief Financial and Chief Business Officer of Candid Therapeutics, Inc. (“Candid”), a biotechnology company, since July 2024. Prior to Candid, Arvind was Chief Financial Officer at RayzeBio, Inc., a biotechnology company, from November 2021 until its acquisition by Bristol Meyers Squibb in February 2024. Previously, Mr. Kush served in increasing responsibility, most recently as managing director in the Healthcare Group in the Global Corporate Investment Banking Division at BofA Securities from February 2018 until November 2021, advising biopharmaceutical companies on strategic and financing transactions. Mr. Kush holds a Bachelor in Engineering in Computer Science from Visvesvaraya Technological University and an MBA from Goizueta Business School, Emory University. We believe Mr. Kush’s investment banking background and experience in the biotechnology industry uniquely qualify him to serve on our Board of Directors. David Canner, Ph.D. has served as a member of our Board of Directors since October 2024. Dr. Canner is a partner at Soleus Capital, a healthcare investment firm, which he joined in 2018. Dr. Canner has served as an investor in biotechnology companies for the past six years and has served on the board of directors of privately held life sciences companies in therapeutics and next-generation diagnostics. Dr. Canner holds a B.A. in Chemistry from Princeton University and a Ph.D. in Biology from the Massachusetts Institute of Technology. We believe Dr. Canner’s experience in life sciences industry as well as his service on the boards of directors of numerous companies qualifies him to serve on our Board of Directors. Dennis Berman has served as a member of our Board of Directors since December 2020. Currently, Mr. Berman is President of Molino Ventures, a board advisory and venture capital firm, since June 2017. Previously, he was Co-founder and Executive Vice President of Corporate Development of Tocagen Inc., a then-publicly traded gene therapy company, from July 2007 to April 2017. Other public companies for which Mr. Berman has served as a seed investor, co-founder, and/or board member include InterVu Inc., one of the first software-as-a-service companies, which was acquired by Akamai; Kintera Inc., an online fundraising pioneer, which was acquired by Blackbaud; Gensia Pharmaceuticals, Inc., focused on purine/pyrimidine metabolism compounds, which was acquired by Teva; and Viagene Therapeutics Inc., a U.S. gene therapy company, which was acquired by Chiron/Novartis. In addition, he was co-founder of Genovo, a private gene therapy company. Mr. Berman also was a seed investor in Calabrian, a private water treatment company, which was acquired by SK Capital. Earlier, Mr. Berman was a corporate law partner at several large law firms, including Sonnenschein Nath & Rosenthal, now Dentons, and Reavis & McGrath, now Norton Rose Fulbright. Mr. Berman holds a Bachelor of Science from Wharton School in Accounting/ Economics, a Bachelor of Arts from the University of Pennsylvania in Economics and is a graduate of Harvard Law School. He has been an Entrepreneur in Residence at Harvard’s Innovation Lab (i-lab) and a guest speaker at Harvard School of Public Health. We believe Mr. Berman’s skills in corporate governance, corporate finance, and value creation in early and late stage pharmaceutical and biotechnology companies qualifies him to serve on our board of directors.

  5. Non-Employee Directors

    Vincent Aurentz has served as a member of our Board of Directors since February 2025. Mr. Aurentz currently serves on the board of directors of Forward Therapeutics, Inc., a biopharmaceutical company, since December 2024 and was a member of the board of directors of Longboard Pharmaceuticals, Inc., a then-publicly traded clinical-stage biopharmaceutical company, from August 2016 until its acquisition by Lundbeck A/S in December 2024. Previously, he served as Executive Vice President and Chief Business Officer at Arena Pharmaceuticals, a then-publicly traded biopharmaceutical company, from August 2016 until its acquisition by Pfizer in March 2022. Mr. Aurentz was the Chief Business Officer of Epirus Biopharmaceuticals, Inc. from November 2015 to August 2016 and served as President and member of the board of directors of HemoShear Therapeutics, LLC from July 2013 to November 2015. Prior to that, Mr. Aurentz spent almost a decade at Merck KGaA in various executive leadership roles focused on corporate development and strategy including Executive Vice President and member of the Executive Management Board at Merck Serono S.A. (a division of Merck KGaA) where he directed research and development programs, portfolio strategy and headed all deal activity and venture investments. Mr. Aurentz is a former Executive Vice President at Quintiles and a Co-founder/Managing Director of a venture capital and advisory business. He was a partner with CSC Healthcare, the life sciences strategic management consulting division of Computer Sciences Corporation, after starting his career and working for 8 years at Andersen Consulting (now Accenture). Mr. Aurentz holds a B.S. in Mathematics from Villanova University. We believe Mr. Aurentz extensive experience in biopharmaceutical industry qualifies him to serve on our Board of Directors.

  6. Review of Director Nominees

    Review of Director Nominees The corporate governance and nominating committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by our directors, executive officers, third-party search firms or other sources. In evaluating proposed director candidates, the corporate governance and nominating committee may consider, in addition to any minimum qualifications and other criteria for Board of Directors membership approved by the Board of Directors from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the proposed director candidate’s understanding of our business and industry on a technical level, his or her judgment and skills, his or her depth and breadth of professional experience or other background characteristics, his or her independence, his or her willingness to devote the time and effort necessary to be an effective board member, and the needs of the Board of Directors. We do not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our stockholders. The corporate governance and nominating committee considers at least annually, and recommends to the Board of Directors suggested changes to, if any, the size, composition, organization and governance of the Board of Directors and its committees.

  7. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for the fiscal years ended December 31, 2024 and December 31, 2023:

  8. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Milton H. Werner, Ph.D. | 2024 | 523,004 | — | 7,174,108 | 267,750 | 15,761 | 7,980,623 | | Former President and Chief Executive Officer | 2023 | 510,000 | — | 113,472 | 170,850 | 17,107 | 811,429 | | Joseph Frattaroli, CPA | 2024 | 354,868 | — | 15,515 | — | — | 370,383 | | Former Chief Financial Officer | 2023 | 408,333 | — | 48,631 | 123,000 | — | 579,964 | | Garth Lees-Rolfe | 2024 | 306,990 | — | 799,694 | 103,500 | — | 1,210,184 | | Former Chief Financial Officer | | | | | | | |

  9. Summary Compensation Table

    (1) Dr. Werner’s annual base salary rate increased from $510,000 to $535,500 effective April 1, 2024. Mr. Lee-Rolfe's annual base salary rate increased to $345,000 effective April 1, 2024. Mr. Frattaroli’s annual base salary rate increased from $400,000 to $410,000 effective March 1, 2023. (2) The amount reported in this column for each named executive officer represents the aggregate grant date fair value of the option award made to such named executive officer, as calculated in accordance with FASB Accounting Standards Codification Topic 718, or ASC 718. The amounts also reflect the incremental fair value with respect to the option repricing that took place on October 9, 2024, in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to value such option awards and incremental fair value. For a discussion of the assumptions and methodologies used to value the award, please see the discussion of option awards contained in the notes to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025. (3) The amount reported in this column for each named executive officer represents the award earned by such named executive officer under our annual performance-based cash incentive program in respect of the applicable fiscal year. These amounts were paid in the first quarter of the following year to which they relate. The amount reported in this column represents $5,023 paid by us for Dr. Werner’s life insurance policy premiums and $12,084 paid by us for Dr. Werner’s automobile expenses.

  10. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2024:

  11. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | | Milton H. Werner, Ph.D. (18) | 11/1/2015(1) | 3,643 | — | | 1.26 | 11/1/2025 | | | 11/1/2016(2) | 3,643 | — | | 1.26 | 11/1/2026 | | | 11/1/2017(3) | 3,643 | — | | 1.26 | 11/1/2027 | | | 11/1/2018(4) | 3,643 | — | — | 1.26 | 1/1/2028 | | | 11/1/2019(5) | 3,643 | — | — | 1.26 | 11/1/2029 | | | 12/22/2020(7) | 16,667 | — | — | 1.26 | 12/22/2030 | | | 3/7/2022(8) | 19,115 | 1,719 | — | 1.26 | 3/7/2029 | | | 3/7/2022(9) | 15,625 | — | — | 1.26 | 3/7/2029 | | | 3/1/2023(10) | 20,563 | 14,437 | — | 1.26 | 3/1/2030 | | | 3/1/2023(11) | 8,750 | | — | 1.26 | 3/1/2030 | | | 4/1/2024(12) | — | 45,000 | — | 1.26 | 4/1/2031 | | | 4/1/2024(13) | — | | 45,000 | 1.26 | 4/1/2034 | | | 10/9/2024(15) | 5,315,056 | — | — | 1.26 | 10/9/2034 | | | 10/9/2024(16) | — | | 2,207,671 | 1.45 | 10/9/2034 | | | 10/9/2024(17) | — | | 4,059,744 | 1.58 | 10/9/2034 | | Garth Lees-Rolfe | 11/28/2022(6) | 3,889 | 1,945 | — | 1.26 | 11/28/2029 | | | 4/1/2024(14) | — | 90,000 | — | 1.26 | 4/1/2031 | | | 10/9/2024(15) | 470,861 | | — | 1.26 | 10/9/2034 | | | 10/9/2024(16) | — | — | 235,383 | 1.45 | 10/9/2034 | | | 10/9/2024(17) | — | — | 432,853 | 1.58 | 10/9/2034 | | Joseph Frattaroli (19) | 12/22/2020(7) | 16,667 | — | — | 1.26 | 12/22/2027 | | | 3/7/2022(8) | 6,948 | — | — | 1.26 | 3/7/2029 | | | 3/1/2023(10) | 5,417 | — | — | 1.26 | 3/1/2030 |

  12. Outstanding Equity Awards at Fiscal Year-End

    (1) All of the shares subject to this option vested as of November 1, 2016. (2) All of the shares subject to this option vested as of November 1, 2017. (3) All of the shares subject to this option vested as of November 1, 2018. (4) All of the shares subject to this option vested as of November 1, 2019. (5) All of the shares subject to this option vested as of November 1, 2020. (6) With respect to the option award granted to Mr. Lees-Rolfe on November 22, 2022 that is disclosed in this row, one-third of each such option award will vest annually on the grant date anniversary (commencing with November 1, 2023), subject generally to the relevant named executive officer’s continued service through each vesting date. (7) With respect to the option awards granted to Dr. Werner and Mr. Frattaroli on December 22, 2020 that are disclosed in these rows, one-third of each such option award vested and became exercisable on the first anniversary of the closing of our initial public offering (i.e., December 28, 2021), and the remainder vested and became exercisable in 24 equal monthly installments thereafter (commencing with January 1, 2022), subject generally to the relevant named executive officer’s continued service through each vesting date. With respect to the option awards granted to Dr. Werner and Mr. Frattaroli on March 7, 2022 that are disclosed in these rows, one-third of each such option award vested and became exercisable on March 7, 2023, and the remaining portion will vest and become exercisable in 24 equal monthly installments thereafter (commencing with April 1, 2023), subject generally to the relevant named executive officer’s continued service through each vesting date. With respect to the option award granted to Dr. Werner on March 7, 2022 that are disclosed in this row, each such option award is subject to performance conditions and will vest and become exercisable only if and when the performance conditions have been met. There is no assurance that the performance conditions will be met, and therefore, all or a portion of these option awards may never vest or become exercisable. As of December 31, 2024, certain performance conditions were met. (10) With respect to the option awards granted to Dr. Werner and Mr. Frattaroli on March 1, 2023 that are disclosed in these rows, one-third of each such option award will vest and become exercisable on March 1, 2024, and the remaining portion will vest and become exercisable in 24 equal monthly installments thereafter (commencing with April 1, 2024), subject generally to the relevant named executive officer’s continued service through each vesting date. (11) With respect to the option award granted to Dr. Werner on March 1, 2023 that is disclosed in this row, such option award is subject to performance conditions and will vest and become exercisable only if and when the performance conditions have been met. There is no assurance that the performance conditions will be met, and therefore, all or a portion of these option awards may never vest or become exercisable. As of December 31, 2024, certain performance conditions were met. (12) With respect to the option award granted to Dr. Werner on April 1, 2024 that is disclosed in this row, one-third of each such option award will vest and become exercisable on April 1, 2025, and the remaining portion will vest and become exercisable in 24 equal monthly installments thereafter (commencing with May 1, 2025), subject generally to the relevant named executive officer’s continued service through each vesting date. (13) With respect to the option award granted to Dr. Werner on April 1, 2024 that is disclosed in this row, such option award is subject to performance conditions and will vest and become exercisable only if and when the performance conditions have been met. There is no assurance that the performance conditions will be met, and therefore, all or a portion of these option awards may never vest or become exercisable. As of December 31, 2024, no performance conditions were met. (14) With respect to the option award granted to Mr. Lees-Rolfe on April 1, 2024 that is disclosed in this row, one-third of each such option award will vest and become exercisable on the grant date anniversary (commencing with April 1, 2025),, subject generally to the relevant named executive officer’s continued service through each vesting date. (15) With respect to the option awards granted to Dr. Werner and Mr. Lees-Rolfe on October 9, 2024 that are disclosed in these rows, the full amount of such option award vested on Grant Date. (16) With respect to the option awards granted to Dr. Werner and Mr. Lees-Rolfe on October 9, 2024 that are disclosed in these rows, upon the exercise period of the Series A-1 Warrants such option award will vest following the expiration of the exercise period of the Series A-1 Warrants in an amount proportional to the actual number of Series A-1 Warrants exercised, subject generally to the relevant named executive officer's continued service through the vesting date. (17) With respect to the option awards granted to Dr. Werner and Mr. Lees-Rolfe on October 9, 2024 that are disclosed in these rows, upon the exercise period of the Series B-1 Warrants such option award will vest following the expiration of the exercise period of the Series B-1 Warrants in an amount proportional to the actual number of Series B-1 Warrants exercised, subject generally to the relevant named executive officer's continued service through the vesting date. (18) Pursuant to the Werner Separation Agreement and Werner Consulting Agreement, all of Dr. Werner’s outstanding time-based equity awards were accelerated upon his termination as Chief Executive Officer, his performance-based awards shall accelerate upon completion of his consulting services under the Werner Consulting Agreement and all stock options held by him will remain exercisable through their original expiration date, in each case subject to the approval of our Board of Directors. (19) In connection with Mr. Frattaroli’s retirement on March 31, 2024, the exercise period for each of Mr. Frattaroli’s vested option awards subject to time-based vesting was extended until the original expiration date of each of such option award.

  13. Director Compensation

    Director Compensation The following table presents the total compensation received by each of our non-employee directors during the year ended December 31, 2024.

  14. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Mr. Dennis Berman(2) | 68,500 | 534,202 | 602,702 | | Dr. Roy Freeman(3) | 57,750 | 534,052 | 591,802 | | Dr. Paul Grint(4) | 74,000 | 398,169 | 472,169 | | Ms. Gisele Dion(5) | 75,000 | 265,345 | 340,345 | | Mr. Roberto Bellini(6) | 19,565 | 96,058 | 115,623 | | Mr. Amit Munshi(7) | 14,283 | 96,058 | 110,340 | | Mr. Arvind Kush(8) | 17,717 | 96,058 | 113,775 | | Dr. David Canner(9) | 12,522 | 96,058 | 108,579 |

  15. Director Compensation

    (1) The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with FASB Accounting Standards Codification Topic 718, or ASC 718. The amounts also reflect the incremental fair value with respect to the option repricing that took place on October 9, 2024, in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used to value such option awards and incremental fair value, please see the discussion of option awards contained in the notes to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025. These amounts do not correspond to the actual value that may be recognized by the directors upon vesting of the applicable awards. (2) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Berman as of December 31, 2024, was 903,396. (3) The aggregate number of shares of our Common Stock underlying stock options granted to Dr. Freeman as of December 31, 2024, was 903,396. (4) The aggregate number of shares of our Common Stock underlying stock options granted to Dr. Grint as of December 31, 2024, was 444,558. (5) The aggregate number of shares of our Common Stock underlying stock options granted to Ms. Dion as of December 31, 2024, was 275,956. (6) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Bellini as of December 31, 2024, was 60,000. (7) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Munshi as of December 31, 2024, was 60,000. (8) The aggregate number of shares of our Common Stock underlying stock options granted to Mr. Kush as of December 31, 2024, was 60,000. The aggregate number of shares of our Common Stock underlying stock options granted to Dr. Canner as of December 31, 2024, was 60,000. Our Board of Directors has approved the following compensation program for our non-employee directors, which became effective upon conclusion of the December 2020 initial public offering. Each non-employee director is eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards as described below. Our Board of Directors may revise non-employee director compensation as it deems necessary or appropriate.