DEF 14A of SELLAS Life Sciences Group, Inc.
Filed Apr 29, 2024 · FY20230001104659-24-054004
Board of Directors
Board of Directors Our Bylaws provide that our business shall be managed by or under the direction of our Board of Directors. Our Board of Directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. The size of our Board of Directors had been set at six members since 2022. The Board is currently classified into three classes as follows: (i) Jane Wasman and Robert Van Nostrand are members of Class I with a term ending at the 2026 annual meeting; (ii) David A. Scheinberg and Katherine Bach Kalin are members of Class II with a term ending at the 2024 annual meeting; and (iii) Angelos M. Stergiou and John Varian are members of Class III with a term ending at the 2025 annual meeting. Our Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of David A. Scheinberg and Katherine Bach Kalin for election at the 2024 Annual Meeting as a Class II director for a term of three years to serve until the 2027 annual meeting of stockholders, and until their successors have been elected and qualified. Set forth below are the names of (i) the persons nominated for election as directors, and (ii) those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of April 29, 2024. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filing of this Proxy Statement that each person listed below should serve as a director is set forth below. Jane Wasman. Ms. Wasman has been a director of the Company, Chair of the Board and Chair of the Nominating and Corporate Governance Committee of the Board since December 2017. Ms. Wasman became a member of the Audit Committee in 2019 and previously served as a member of the Compensation Committee. Ms. Wasman was President, International & General Counsel and Corporate Secretary of Acorda Therapeutics, Inc., a publicly traded biopharmaceutical company, from October 2012 until December 2019, managing its international, legal, quality, IP and compliance functions. From January 2012 until October 2012, she was Acorda’s Chief, Strategic Development, General Counsel and Corporate Secretary, and from May 2005 until January 2012, she was Acorda’s Executive Vice President, General Counsel and Corporate Secretary. Before joining Acorda, Ms. Wasman was with Schering-Plough Corporation, a global pharmaceutical company, for over eight years, holding various U.S. and international leadership positions, including Staff Vice President and Associate General Counsel. Ms. Wasman earned a J.D. from Harvard Law School and her undergraduate degree magna cum laude from Princeton University. Ms. Wasman is also a member of the board of directors of Rigel Pharmaceuticals, Inc. (NASDAQ: RIGL), a publicly traded biopharmaceutical company. She previously served on the board of Athersys, Inc. (OTC: ATHX), a publicly traded biopharmaceutical company, Cytovia Therapeutics, a private company, and on the board of NewYorkBIO (including its Executive Committee). The Company believes Ms. Wasman’s significant executive and management experience at publicly traded biopharmaceutical companies qualifies her to serve on our Board. Angelos M. Stergiou, M.D., Sc.D. h.c. Dr. Stergiou has served as our President and Chief Executive Officer, and a director, since December 2017. Dr. Stergiou founded, in 2012, our predecessor entity, or Private SELLAS, that completed a business combination with Galena Biopharma on December 29, 2017, and served as the President and Chief Executive Officer and a director since that time, both as Chairman from 2012 to July 2016, and as Vice Chairman from July 2016 to December 2017. In connection therewith, Dr. Stergiou led the negotiation of an exclusive license agreement with Memorial Sloan Kettering Cancer Center (“MSK”) to develop and commercialize MSK’s WT1 peptide vaccine technology, which was satisfied in part by the transfer to MSK of certain of Dr. Stergiou’s shares in Private SELLAS. Dr. Stergiou also co-founded Genesis Life Sciences, Ltd. (now Genesis Research), a boutique health economics and pricing-reimbursement and health access company where he served as President and Chief Operating Officer from 2009 to 2011. From 2004 to 2008, Dr. Stergiou served as Vice President and Head of Drug Development at Accentia Biopharmaceuticals, Inc. and also served in the same capacity as well as Chief Medical Officer at its subsidiary Biovest International, Inc. during the same time. While at Biovest International, Inc., Dr. Stergiou led the Phase 3 development of a therapeutic cancer vaccine, BiovaxID, which was presented at the American Society of Clinical Oncology plenary session in 2009. Dr. Stergiou started his biotechnology career in 2002 at PAION AG where he served as its U.S. program lead of desmoteplase (DEDAS) and served on the joint steering and oversight committee of PAION AG with Forest Laboratories, Inc. in 2003-2004. Dr. Stergiou holds an M.D. from the U.S. American Institute of Medicine and a Sc.D. h.c. from Kentucky Wesleyan College and received his undergraduate degree in pre-medicine, biology and chemistry from Kentucky Wesleyan College. Dr. Stergiou was a member of the Board of Trustees at Kentucky Wesleyan College from March 2017 to January 2021, and is a Fellow of the Royal Society of Medicine, an active member of the World Medical Association, and a member of the American Academy of Physicians in Clinical Research and the Association of Clinical Research Professionals. Dr. Stergiou has served on the Board of Directors of Cleara Biotech B.V., a private biotech company located in the Netherlands, since January 2022. The Company believes that Dr. Stergiou’s experience as the founder of Private SELLAS and as President, Chief Executive Officer and Director of the Company, as well as his extensive experience in the biopharmaceutical industry and his significant management experience, qualifies him to serve on our Board.
Board of Directors
David A. Scheinberg, M.D., Ph.D. Dr. Scheinberg has been a director of the Company and Chair of the Science Committee since December 2017. Dr. Scheinberg is currently the Vincent Astor Chair and Chairman of the Center for Experimental Therapeutics at Memorial Sloan Kettering Cancer Center (MSK), where he spearheaded the discovery and early clinical development of galinpepimut-S and is the Deputy Director of the Sloan Kettering Institute for Therapeutic Discovery. Additionally, Dr. Scheinberg is a Professor of Medicine and Pharmacology and until 2022, was co-chair of the Pharmacology graduate program at the Weill-Cornell University Medical College. He is a Professor in the Gerstner-Sloan Kettering Graduate School at MSK. Dr. Scheinberg is also an attending physician in the Department of Medicine, on the Leukemia Service, which he led as Chief from 1992 -2001. Dr. Scheinberg is an advisor to charitable foundations and cancer centers and sat on the board of directors of Progenics Pharmaceuticals, Inc., a biotechnology company, from 1996 to 2019, which then merged with Lantheus (NASDAQ: LNTH), and currently sits on the board of directors of Sapience Therapeutics, Inc., a privately held, clinical stage biotechnology company. Dr. Scheinberg also served on Private SELLAS’ Scientific Advisory Board from 2015 to 2017. From 2010 through 2016, he served on the board of directors of Contrafect Corporation, a publicly traded clinical-stage biotechnology company. Dr. Scheinberg holds an M.D. and a Ph.D. in Pharmacology and Experimental Therapeutics from the Johns Hopkins University School of Medicine. Dr. Scheinberg earned his undergraduate degree in Biology from Cornell University. The Company believes Dr. Scheinberg’s experience on Private SELLAS’ Scientific Advisory Board and other public board experience, as well as his expertise as a leading academic oncologist and drug developer at MSK, including broad knowledge of and contacts in the highest levels of medical research, qualifies him to serve on our Board. Robert L. Van Nostrand. Mr. Van Nostrand has been a director of the Company since December 2017. He was Chair of the Compensation Committee from December 2017 to June 2023. In June 2023, Mr. Van Nostrand became Chair of the Audit Committee. He was a member of the board of directors of Achillion Pharmaceuticals, Inc. (NASDAQ: ACHN), a biotechnology company, until it was acquired in January 2020. He is a member of the board of directors of Intra-Cellular Therapies, Inc. (NASDAQ: ITCI), a biopharmaceutical company, Yield10 Bioscience, Inc. (NASDAQ: YTEN), formerly Metabolix, Inc., a bio-agricultural company, Likeminds, Inc., a private biotech company, and the Biomedical Research Alliance of New York, a private company providing clinical trial services. Mr. Van Nostrand was Executive Vice President and Chief Financial Officer of Aureon Laboratories, Inc., a pathology life science company, from January 2010 to July 2010. Prior to joining Aureon Laboratories, Mr. Van Nostrand served as Executive Vice President and Chief Financial Officer of AGI Dermatics, a private biotechnology company, from July 2007 to September 2008, when the company was acquired. Between 1986 and 2007, Mr. Van Nostrand held various executive and other management positions, including Chief Compliance Officer and Chief Financial Officer, at OSI Pharmaceuticals, Inc. (“OSI”). Prior to joining OSI, Mr. Van Nostrand served in a managerial position with the accounting firm, Touche Ross & Co., currently Deloitte. He is a treasurer and member of the board of NewYorkBIO. Mr. Van Nostrand holds a B.S. in Accounting from Long Island University, New York and completed advanced management studies at the Wharton School of the University of Pennsylvania. He was a Certified Public Accountant. The Company believes Mr. Van Nostrand’s vast board and industry experience in life sciences, his qualification as a financial expert, as well as his experience in transaction structuring and risk management qualifies him to serve on our Board. John Varian. Mr. Varian has been a director of the Company since December 2017. He was the Chair of the Audit Committee from December 2017 to June 2023 and remains a member of the Audit Committee. He has been Chair of the Compensation Committee since June 2023. Mr. Varian served as Chief Executive Officer of XOMA Corporation from August 2011 through December 2016 and served as a member of the board of directors of XOMA from December 2008 through May 2017. Mr. Varian served as a member of the board of directors of Versartis, Inc. (NASDAQ: VSAR) from March 2014 through October 2018, when it acquired Aravive, and the board of directors of Egalet Corporation (NASDAQ: EGLT) from June 2018 through February 2019, when it acquired the assets of Iroko. Mr. Varian has also been a member of the board of directors of Acorda Therapeutics, Inc. (NASDAQ: ACOR) since January 2022 and AmMax Bio, Inc. (a privately held clinical stage biotechnology company) since February 2021. Mr. Varian previously served as Chief Operating Officer of ARYx Therapeutics, Inc. from December 2003 through August 2011. Beginning in May 2000, Mr. Varian was Chief Financial Officer of Genset S.A. in France, where he was a key member of the team negotiating Genset’s sale to Serono S.A. in 2002. From 1998 to 2000, Mr. Varian served as Senior Vice President, Finance and Administration of Elan Pharmaceuticals, Inc., joining the company as part of its acquisition of Neurex Corporation. Prior to the acquisition, he served as Neurex Corporation’s Chief Financial Officer from 1997 until 1998. From 1991 until 1997, Mr. Varian served as the VP Finance and Chief Financial Officer of Anergen Inc. Mr. Varian was an Audit Principal/Senior Manager at Ernst & Young LLP from 1987 until 1991, where he focused on life sciences. Mr. Varian was also a founding committee member of Bay Bio and a former chairman of the Association of Bioscience Financial Officers International Conference. Mr. Varian holds a BBA. from Western Michigan University. He was a Certified Public Accountant. The Company believes Mr. Varian’s significant experience working with biopharmaceutical companies, including developing and implementing strategy, with a focus on financing, corporate financial management and related matters, qualifies him to serve on our Board.
Board of Directors
Katherine Bach Kalin. Ms. Kalin has been a director of the Company since August 2022. She has been a member of the Compensation Committee and the Nominating and Corporate Governance Committee since October 2022. Ms. Kalin currently serves as a non-executive director on the boards of Genfit S.A. (NASDAQ: GNFT), a French, public biopharmaceutical company, where she serves on the Strategy and Alliances Committee, and two private companies, Brown Advisory LLC, an independent investment and strategic advisory firm (Audit & Finance Committees), and FemHealth Ventures, a venture capital firm that seeks to invest in women’s health. She was a member of the board of directors of Athersys, Inc. (OTC: ATHX), a biotech focused on regenerative medicine from 2020 to 2022 (Audit and Compensation Committees) and Clinical Genomics, a private, biotech company dedicated to improving patient outcomes through early detection of colorectal cancer (Audit and Financial Risk Committee) from 2018 to 2021. She currently serves as a trustee for a not-for-profit organization, the Summit Foundation, a 501(c)(3) community foundation that fosters local philanthropy. Ms. Kalin has more than 25 years of experience in healthcare and professional services, most recently at Celgene, where she led Corporate Strategy from 2012 to 2017, and at Johnson & Johnson, where she held executive leadership roles in marketing, sales and new business development from 2002 to 2011. Prior to that, Ms. Kalin was a partner in the global healthcare practice at McKinsey & Co., from 1990 to 2002. Her healthcare industry experience spans pharmaceuticals, diagnostics, medical devices, and digital health. Earlier in her career, she served as a Manager in Corporate Finance at Nomura International in the U.K. and Japan from 1980 to 1984. She has a B.A. from Durham University, U.K. and an M.B.A. from Harvard Business School. The Company believes Ms. Kalin’s healthcare industry experience, business strategy, and marketing expertise as well as her past and present experience on the board of other publicly traded companies, qualifies her to serve on our Board.
Compensation Committee
Compensation Committee The Compensation Committee is currently comprised of three directors: Dr. Scheinberg, Mr. Varian, as chair, and Ms. Kalin. Each of Mr. Varian, Dr. Scheinberg and Ms. Kalin are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing standards). Mr. Varian was appointed to the Compensation Committee effective June 20, 2023. The Compensation Committee met four times in 2023 and took action by written consent one time in 2023. Our Board has adopted a written Compensation Committee charter that is available to stockholders in the corporate governance section of our website at: https://ir.sellaslifesciences.com/corporate-governance/default.aspx. The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee our compensation strategy, policies, plans and programs, including: reviewing and recommending to the full Board for approval corporate performance goals and objectives relevant to the compensation of our executive officers, directors and other senior management and evaluation of performance in light of these stated goals and objectives; reviewing and recommending to the Board for approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, of our Chief Executive Officer and the other executive officers and directors; • reviewing and approving (or if it deems it appropriate, making recommendations to the full Board of Directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs; • evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us; • reviewing and making recommendations to the full Board of Directors regarding the type and amount of compensation to be paid or awarded to our non-employee Board members; • establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law; • reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; • administering our equity incentive plans; • establishing policies with respect to equity compensation arrangements; • reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us; and • reviewing and assessing on an annual basis the performance of the Compensation Committee and the Compensation Committee charter. Each year, our Compensation Committee reviews with management our executive compensation tables and accompanying narrative disclosure and considers whether to recommend that it be included in proxy statements and other filings. Compensation Committee Processes and Procedures Typically, the Compensation Committee meets three times a year and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer. The Compensation Committee meets regularly in executive session. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of our Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising our Compensation Committee. In particular, the Compensation Committee has the authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. The Compensation Committee has engaged Radford, a division of Aon Hewitt, which is a subsidiary of Aon plc, as its compensation consultant, to evaluate long and short-term executive compensation, director compensation and executive severance plans. The Compensation Committee has assessed the independence of Radford pursuant to SEC rules and has concluded that Radford’s work for the Compensation Committee does not raise any conflict of interest. On an annual basis, Radford reviews our executive officer and director compensation relative to a peer group and against survey data available to Radford. Working with Radford, the Compensation Committee reviews and adjusts our peer group in the latter part of each year for upcoming end-of-year compensation decisions. Decisions regarding 2023 salaries and short-term non-equity incentive plan compensation were made by our Compensation Committee in early 2023 by reference to the peer group determined by our Compensation Committee in late 2022. In establishing the peer group of companies to be used for purposes of setting 2023 executive compensation, the Compensation Committee and Radford, using industry standard parameters for establishing a peer group, sought to identify companies that fit the following criteria: Publicly-traded, pre-commercial biopharma companies, with a focus on oncology; • Phase 2 or Phase 3 stage of clinical development; • Market capitalization below $500 million; and • fewer than 50 employees. Based on these criteria, the Compensation Committee identified the following companies for our 2023 peer group: Actinium Pharmaceuticals, Inc., Cardiff Oncology, Checkpoint Therapeutics, Inc., Cidara Therapeutics, Inc., ContraFect Corporation, Corvus Pharmaceuticals, Inc., Cue Biopharma, Inc., Cyclacel Pharmaceuticals, Inc., Elevation Oncology, Inc., Equillium, Inc., Galera Therapeutics, Inc., GlycoMimetics, Inc., Immunic, Inc., Leap Therapeutics, Inc., MEI Pharma, Inc., Oncternal Therapeutics, Inc., PDS Biotechnology Corporation, Selecta Biosciences Inc., Verastem, Inc., and Vincerx Pharma, Inc. Radford ultimately developed recommendations that were presented to the Compensation Committee for its consideration. Based on these recommendations, we determined our current compensation levels for our executive officers, including base salary and target bonus payments.
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table shows the compensation paid or accrued to our named executive officers (“NEOs”) for 2023 during the last two fiscal years ended December 31, 2023 and 2022. The NEOs are (i) our President and Chief Executive Officer, Angelos M. Stergiou, M.D., Sc.D. h.c., and (ii) our other two most highly compensated executive officers earning more than $100,000 who were serving as executive officers at the end of the year ended December 31, 2023.
Summary Compensation Table
| Name | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($)(3) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Angelos M. Stergiou, M.D., Sc.D. h.c. President and Chief Executive Officer | 2023 | 625,000 | 275,000 | — | 654,675 | 193,720 | 4,243(5) | 1,752,638 | | | 2022 | 593,500 | 326,425 | — | 795,300 | 234,960 | 2,060(5) | 1,952,245 | | Barbara Wood, Esq. Former Executive Vice President, General Counsel and Corporate Secretary | 2023 | 442,000 | 146,744 | — | 240,800 | 66,800 | 17,576(7) | 913,920 | | | 2022 | 425,000 | 173,400 | 20,000(4) | 234,975 | 69,420 | 14,260(8) | 937,055 | | John T. Burns Senior Vice President, Chief Financial Officer | 2023 | 365,000 | 125,560 | — | 225,750 | 66,800 | 14,598(7) | 797,708 | | | 2022 | 310,000 | 111,800 | — | 173,520 | 52,264 | 13,260(8) | 659,844 |
Summary Compensation Table
(1) The amounts reflected in this column represent the aggregate grant date fair value computed in accordance with ASC Topic 718. To determine the value of stock option awards, we use a Black Scholes pricing model to value stock options at the time of their grant. This model requires us to estimate the future value of our stock price based in part on the historic price volatility of our stock. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, “Consolidated Financial Statements — Notes to Consolidated Financial Statements — Stock-Based Compensation,” for details as to the assumptions used to determine the fair value of equity awards. (2) The amounts reflected in this column represent the aggregate grant date fair value of restricted stock units computed in accordance with ASC Topic 718. The grant date fair value of restricted stock units is based on the closing price of our common stock on the date of grant. (3) For additional information regarding the non-equity incentive plan short-term compensation, see the section entitled “Non-Equity Incentive Plan Short Term Compensation.” (4) Represents a spot bonus award. (5) Represents the following Company benefits paid on behalf of the employee: medical, dental, vision, short-term/long-term liability insurances, education, basic life insurance, personal accident insurance, workers’ compensation insurance and employer liability insurance. (7) Represents 401(k) Plan matching contributions by the Company of $13,200 and benefits paid on behalf of the employee: medical, dental, vision, short-term/long-term liability insurances, education, basic life insurance, personal accident insurance, workers’ compensation insurance and employer liability insurance. Represents 401(k) Plan matching contributions by the Company of $12,200 and benefits paid on behalf of the employee: medical, dental, vision, short-term/long-term liability insurances, education, basic life insurance, personal accident insurance, workers’ compensation insurance and employer liability insurance.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control
Outstanding Equity Awards At 2023 Fiscal Year-End
Outstanding Equity Awards At 2023 Fiscal Year-End The following table discloses certain information regarding all outstanding equity awards at fiscal year-end for each of the officers named in the Summary Compensation Table.
Outstanding Equity Awards At 2023 Fiscal Year-End
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Angelos M. Stergiou | 03/13/2018 | 1,900 | — | $262.00 | 03/13/2028 | — | — | | | 03/18/2019 | 8,500 | — | $69.00 | 03/18/2029 | — | — | | | 03/12/2020 | 65,625 | 4,375 | $1.89 | 03/12/2030 | — | — | | | 03/12/2020 | — | — | — | — | 95,000 | $100,700 | | | 03/04/2021 | 81,469 | 37,031 | $8.00 | 03/04/2031 | — | — | | | 03/04/2021 | — | — | — | — | 4,937 | $5,233 | | | 01/31/2022 | 79,063 | 85,938 | $5.34 | 01/31/2032 | — | — | | | 01/31/2022 | — | — | — | — | 22,000 | $23,320 | | | 02/02/2023 | — | 217,500 | $3.34 | 02/02/2033 | — | — | | | 02/02/2023 | — | — | — | — | 43,500 | $46,110 | | Barbara A. Wood | 03/14/2018 | 1,000 | — | $255.00 | 03/14/2028 | — | — | | | 03/18/2019 | 3,300 | — | $69.00 | 03/18/2029 | — | — | | | 03/12/2020 | 23,438 | 1,563 | $1.89 | 03/12/2030 | — | — | | | 03/12/2020 | — | — | — | — | 35,000 | $37,100 | | | 03/04/2021 | 32,484 | 14,766 | $8.00 | 03/04/2031 | — | — | | | 03/04/2021 | — | — | — | — | 1,968 | $2,086 | | | 01/31/2022 | 23,359 | 25,391 | $5.34 | 01/31/2032 | — | — | | | 01/31/2022 | — | — | — | — | 6,500 | $6,890 | | | 02/02/2023 | — | 80,000 | $3.34 | 02/02/2033 | — | — | | | 02/02/2023 | — | — | — | — | 15,000 | $15,900 | | John T. Burns | 03/13/2018 | 400 | — | $262.00 | 03/14/2028 | — | — | | | 03/18/2019 | 1,800 | — | $69.00 | 03/18/2029 | — | — | | | 03/12/2020 | 9,375 | 625 | $1.89 | 03/12/2030 | — | — | | | 03/12/2020 | — | — | — | — | 15,000 | $15,900 | | | 03/04/2021 | 11,859 | 5,391 | $8.00 | 03/04/2031 | — | — | | | 03/04/2021 | — | — | — | — | 718 | $761 | | | 01/31/2022 | 17,250 | 18,750 | $5.34 | 01/31/2032 | — | — | | | 01/31/2022 | — | — | — | — | 4,800 | $5,088 | | | 02/02/2023 | — | 75,000 | $3.34 | 02/02/2033 | — | — | | | 02/02/2023 | — | — | — | — | 15,000 | $15,900 |
Outstanding Equity Awards At 2023 Fiscal Year-End
These unvested shares underlying each option grant are scheduled to vest at a rate of one quarter on the first anniversary of the grant date and with the remainder over 36 equal monthly installments. (2) The exercise price was determined by using the market price for our common stock at the close of business on the grant date. (3) The March 2020 RSUs are scheduled to vest as follows: (i) 50% on meeting the primary endpoint in our Phase 3 REGAL study for GPS and (ii) 50% upon approval by the FDA of a BLA for GPS. The March 2021 RSUs vest 25% on each December 1, commencing December 1, 2021, until fully vested, provided that the Reporting Person remains in service with the Company through each such vesting date. The January 2022 RSUs vest 25% on each December 1, commencing December 1, 2022, until fully vested, provided that the Reporting Person remains in service with the Company through each such vesting date. The February 2023 RSUs vest 25% on each December 1, commencing December 1, 2023, until fully vested, provided that the Reporting Person remains in service with the Company through each such vesting date. (4) Each RSU entitles the holder thereof to receive one share of our common stock for each RSU granted upon vesting or settlement. The market value is calculated by multiplying $1.06, the closing price of a share of our common stock on December 29, 2023, the last trading day of the year, as reported on Nasdaq, by the number of unvested units.
Pay versus Performance
Pay versus Performance As required by SEC rules, we are providing the following information about the relationship between executive compensation actually paid and our financial performance.
Pay versus Performance
| Year(a) | Summary Compensation Table Total for PEO(b) | Compensation Actually Paid to PEO(c) | Average Summary Compensation Table Total for Non-PEO NEOs(d) | Average Compensation Actually Paid to Non-PEO NEOs(e) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(f) | Net Loss (thousands)(g) | | 2023 | $1,752,638 | $801,284 | $855,814 | 536,561 | 44.92 | $(37,340) | | 2022 | $1,952,245 | $667,297 | $995,219 | 514,536 | 42.68 | $(41,301) | | 2021 | $1,833,917 | $1,615,812 | $911,937 | 935,768 | 95.18 | $(20,699) |
Pay versus Performance
(a) Dr. Stergiou served as our Principal Executive Officer (“PEO”) in both years presented. For 2023, Ms. Wood and Mr. Burns served as our other NEOs. For 2022, Ms. Wood and Mr. Robert Francomano served as our other NEOs. (b) The dollar amounts reported in column (b) represent the amount of total compensation reported for Dr. Stergiou (our PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. (c) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Stergiou. The amounts are computed in accordance with SEC rules by deducting and adding the following amounts from the “Total” column of the Summary Compensation Table (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP). The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Stergiou during the applicable year.
Pay versus Performance
| Year | Reported Summary Comp Table Total for PEO | Reported Value of Equity Awards(1) | Equity Award Adjustments(2) | Compensation Actually Paid to PEO | | 2023 | $1,752,638 | $(848,395) | $(102,959) | $801,284 | | 2022 | $1,952,245 | $(1,030,260) | $(254,688) | $667,297 | | 2021 | $1,833,917 | $(985,887) | $767,782 | $1,615,812 |
Pay versus Performance
The dollar amounts reported are the total value of equity awards for Dr. Stergiou for each corresponding year in the “Option Awards” and “Stock Awards” columns of the Summary Compensation Table. (2) The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay versus Performance
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments | | 2023 | $238,628 | $(315,187) | $15,660 | $(42,060) | $(102,959) | | 2022 | $413,468 | $(606,744) | $28,600 | $(90,012) | $(254,688) | | 2021 | $666,308 | $(46,816) | $31,057 | $117,233 | $767,782 |
Director Compensation
Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2023 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our Board of Directors.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Stock Awards ($)(3) | Total ($)(4) | | Jane Wasman | 99,780 | 28,151 | 8,350 | 136,281 | | Robert L. Van Nostrand | 69,780 | 28,151 | 8,350 | 106,281 | | John Varian | 74,000 | 28,151 | 8,350 | 110,501 | | David A. Scheinberg | 66,000 | 28,151 | 8,350 | 102,501 | | Katherine Bach Kalin | 56,000 | 28,151 | 8,350 | 92,501 |
Director Compensation
(1) Represents cash compensation earned or paid for services rendered by each non-employee director for services on our Board or a committee thereof. (2) Amounts shown reflect the grant date fair value computed in accordance with FASB ASC 718, adjusted to disregard the effects of any estimate of forfeitures related to service-based vesting. Each director received 9,500 stock options on February 2, 2023. The assumptions we used in valuing options are described more fully in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the footnotes to our financial statements incorporated in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (3) The amounts reflected in this column represent the aggregate grant date fair value of restricted stock units computed in accordance with ASC Topic 718. The grant date fair value of restricted stock units is based on the closing price of our common stock on the date of grant. Dr. Angelos M. Stergiou, our Chief Executive Officer, is also a member of our Board, but does not receive any additional compensation for his service as a director.
Director Compensation Policy
Director Compensation Policy Non-Employee Director Compensation Policy Upon the recommendation of the Compensation Committee, the Board adopted a formal Non-Employee Director Compensation Policy, effective as of March 2, 2023. The Non-Employee Director Compensation Policy provides for the following compensation for our directors:
Director Compensation Policy
| Compensation Category | Amount | | Annual Base Compensation | $40,000 | | Additional Non-Executive Chair Compensation | $30,000 | | Additional Committee Chair Compensation: | | | Audit | $18,000 | | Compensation | $18,000 | | Nominating and Corporate Governance | $18,000 | | Science | $18,000 | | Additional Committee Membership Compensation: | $18,000 | | Audit | $8,000 | | Compensation | $8,000 | | Nominating and Corporate Governance | $8,000 | | Science | $8,000 |
Director Compensation Policy
The annual cash compensation will be benchmarked annually against that of the Company’s peer group and is subject to adjustment following such review. The Non-Employee Director Compensation Policy also provides for equity compensation as follows: Initial Grant: Each Non-Employee Director who is initially elected or appointed to the Board is entitled to receive a non-qualified stock option in an amount equal to two times the number of stock option equivalents under the most recent annual equity grant (described below) preceding the initial election or appointment. The initial grant will vest in 36 successive equal monthly installments over a three-year period measured from the date of grant. Annual Grant: A Non-Employee Director who has been serving as a Non-Employee Director on the Board for at least six months as of the date of the annual equity grants to the Non-Employee Directors shall be automatically granted a non-qualified stock option grant and a restricted stock unit (“RSU”) award. Each annual option grant will vest in full on the earlier of the first anniversary of the date of grant, or the business day prior to the annual meeting of stockholders occurring the year following the year of grant, subject to the Non-Employee Director’s continued service on the Board through such date. The annual RSU award will vest in full on December 1 of the year in which the grant is made, subject to the Non-Employee Director’s continued service on the Board through such date. The value underlying the annual equity grants will be benchmarked annually against that of the Company’s peer group and is subject to adjustment following such review.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of six (6) members, classified into three classes as follows: (1) Jane Wasman and Robert Van Nostrand are members of Class I with a term ending at the 2026 annual meeting; (2) David A. Scheinberg and Katherine Bach Kalin are members of Class II with a term ending at the 2024 Annual Meeting; and (3) Angelos M. Stergiou and John Varian are members of Class III with a term ending at the 2025 annual meeting. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring. Our Board of Directors is nominating David A. Scheinberg and Katherine Bach Kalin for election at the 2024 Annual Meeting as Class II directors to serve for terms of three years until his or her death, resignation, or removal pursuant to our Bylaws. Unless authority to vote for these nominees is withheld, the shares represented by proxies solicited by the Board will be voted “FOR” the election of the foregoing Class II directors. In the event that the foregoing nominees become unable or unwilling to serve, the shares represented by proxies solicited by the Board will be voted for the election of such other person(s) as our Board of Directors may recommend in that respective nominee’s place. We have no reason to believe that the foregoing nominees will be unable or unwilling to serve as directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE ELECTION OF DAVID A. SCHEINBERG AND KATHERINE BACH KALIN AS CLASS II DIRECTORS, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF, UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.