DEF 14A of Nuvectis Pharma, Inc., Apr 29, 2024

DEF 14A of Nuvectis Pharma, Inc.

Filed Apr 29, 2024 · FY20230001104659-24-054082

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Our Bylaws provide that our Board shall consist of between one and nine directors, and such number of directors within this range may be determined from time to time by resolution of our board of directors or our stockholders. Currently, we have four directors. The following individuals are being nominated to serve on our Board (See “Proposal One — Election of Directors; Nominee”):

  2. Our Board of Directors

    | Name | Age | Position | Director Since | Term Expires | | Ron Bentsur | 58 | Chairman, Chief Executive Officer, and President | 2020 | 2026 | | Kenneth Hoberman | 59 | Director | 2021 | 2024 | | Matthew Kaplan | 56 | Director | 2021 | 2024 | | James Oliviero | 48 | Director | 2021 | 2025 |

  3. Our Board of Directors

    Our Board of Directors has determined to nominate Kenneth Hoberman and Matthew Kaplan for re-election to our Board of Directors for a three-year term expiring at the 2027 annual meeting of stockholders. Our Board of Directors is divided into three classes. Generally, each director will serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that the term of each director will continue until the election and qualification of his or her successor and be subject to his or her earlier death, resignation or removal. The Board does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Chairman, as the Board believes that it is in the best interests of the Company to make that determination based on the direction of the Company and the current membership of the Board. The Board has determined that at present having a director who is an executive officer serve as the Chairman is not in the best interest of the Company’s stockholders at this time. Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. The following biographies set forth the names of our directors and director nominee, the year in which they first became directors, their positions with us, their principal occupations and employers for at least the past five years, any other directorships held by them during the past five years in companies that are subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), or any company registered as an investment company under the Investment Company Act of 1940, as well as additional information, all of which we believe sets forth each director nominee’s qualifications to serve on the Board. There is no family relationship between and among any of our executive officers or directors. There are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any of them are elected as an officer or director, except as disclosed below. Nuvectis adheres to the corporate governance standards adopted by The Nasdaq Stock Market (“Nasdaq”). Nasdaq rules require our Board to make an affirmative determination as to the independence of each director. Consistent with these rules, our Board undertook its annual review of director independence on April 12, 2024. During the review, our Board considered relationships and transactions during 2023 and since inception between each director or any member of his immediate family, on the one hand, and the Company and our subsidiaries and affiliates, on the other hand. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. Based on this review, our Board determined that Kenneth Hoberman, Matthew Kapan, and James Oliviero are independent under the criteria established by Nasdaq and our Board.

  4. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning compensation paid by us to Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh, our “named executive officers,” for their services rendered to us in all capacities during the years ended December 31, 2023 and 2022.

  5. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Ron Bentsur President & Chief Executive Officer | 2023 | 615,250(3) | 508,875(4) | 1,566,600 | — | 2,690,725 | | | 2022 | 420,360 | 431,250(5) | 842,400 | — | 1,694,010 | | Enrique Poradosu Chief Scientific & Business Officer | 2023 | 454,750 | 250,750 | 857,900 | — | 1,563,400 | | | 2022 | 349,072 | 200,000 | 421,200 | — | 970,272 | | Shay Shemesh Chief Development & Operations Officer | 2023 | 454,750(3) | 250,750(4) | 857,900 | — | 1,563,400 | | | 2022 | 329,268 | 200,000(5) | 421,200 | — | 950,468 |

  6. Summary Compensation Table

    (1) Reflects the aggregate grant date fair value of equity awards granted during the fiscal year calculated in accordance with FASB ASC Topic 718. Refer to Note 7 in the Notes to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding the assumptions used to value these awards. The grant date fair value of the equity awards does not take into account any awards which vest upon certain corporate milestones when the “measurement date” for accounting purposes for such awards has not yet occurred and the fair value is uncertain. For such awards, stock-based compensation is measured and recorded if and when a milestone occurs, and the compensation for such awards are reflected in the table in such year the compensation is recorded. (2) As per their employment contracts, in 2021, Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh were granted 96,759, 48,399, and 48,399 shares of restricted stock, respectively, related to a certain milestone. This milestone was met on July 27, 2022 and these shares will vest on July 15, 2024. In 2022, Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh were granted 120,000, 60,000, and 60,000 shares of restricted stock, respectively, upon the completion of the Company’s Initial Public Offering (“IPO”) which will vest two thirds on July 15, 2024 and one third on April 2, 2025. In 2023, Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh were granted 210,000, 115,000, and 115,000 shares of restricted stock, respectively, which will vest one third on July 15, 2024, one third on January 11, 2025 and one third on January 11, 2026. (3) Reflects salary earned for 2023, of which $589,615 to Mr. Bentsur has not been paid and $37,896 to Mr. Shemesh has not been paid. (4) Reflects a bonus award earned upon the achievement of certain Company goals and objectives which has not been paid. (5) Reflects a bonus award earned upon the completion of the Company’s IPO which has not been paid.

  7. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table sets forth certain information concerning option awards and stock awards held by our Named Executive Officers as of December 31, 2023.

  8. Outstanding Equity Awards as of December 31, 2023

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other rights That Have Not Vested ($)(1) | | Mr. Bentsur | 96,759(2) | $806,970 | — | — | | | 120,000(3) | $1,000,800 | — | — | | | 210,000(4) | $1,751,400 | — | — | | Dr. Poradosu | 48,399(2) | $403,648 | — | — | | | 60,000(3) | $500,400 | — | — | | | 115,000(4) | $959,100 | — | — | | Mr. Shemesh | 48,399(2) | $403,648 | — | — | | | 60,000(3) | $500,400 | — | — | | | 115,000(4) | $959,100 | — | — |

  9. Outstanding Equity Awards as of December 31, 2023

    (1) Market value is based on $8.34 per share, the closing price of our common stock on the Nasdaq Capital Market on December 29, 2023, the last trading day of the fiscal year. (2) Reflects restricted stock awards granted upon the completion of a $15.3 million financing round which will vest on July 15, 2024. (3) Reflects restricted stock awards granted upon the completion of the Company’s IPO which will vest two thirds on July 15, 2024, and one third on April 2, 2025. Reflects restricted stock awards granted by the Company which will vest one third on July 15, 2024, one third on January 11, 2025, and one third on January 11, 2026.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  11. Director Compensation Program

    Director Compensation Program In February 2022, our directors adopted a Non-Employee Directors Compensation Plan. Our non-employee directors receive the following compensation: Cash Compensation: • $40,000 annual retainer; • $5,000 additional annual retainer for Compensation Committee membership; • $5,000 additional annual retainer for Audit Committee membership; • $15,000 additional annual retainer for the Audit Committee Chair; and • $15,000 additional annual retainer for the Compensation Committee Chair. Equity Compensation: • Initial Equity Granted to Directors in 2021: 29,250 options to purchase our common stock, which will vest and become non-forfeitable in equal annual installments over three years, beginning on the first anniversary of the grant date, subject to the director’s continued service on the board of directors on such date. • Re-Election Equity Grant: Annual grant to directors, in market value as of the date of grant consistent with peer companies of similar market capitalization, which vests and become non-forfeitable in equal annual installments over three years, beginning on the first anniversary of the grant date, subject to the director’s continued service on the board of directors on such date. In addition, each non-employee director receives reimbursement for reasonable travel expenses incurred in attending meetings of our board of directors and meetings of committees of our board of directors.

  12. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth the cash and other compensation we paid to the non-employee members of our Board of Directors for all services in all capacities during 2023. Mr. Bentsur is the Chief Executive Officer of the Company and does not receive additional compensation for his service on the Board of Directors.

  13. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Equity Awards ($)(2)(3) | Total ($) | | Kenneth Hoberman | $60,000 | $325,800 | $385,800 | | Matthew Kaplan | $50,000 | $325,800 | $375,800 | | James Oliviero | $60,000 | $325,800 | $385,800 |

  14. 2023 Director Compensation Table

    (1) Represents cash retainer for serving on our Board and committees of the Board. (2) Reflects the aggregate grant date fair value of restricted stock granted during the fiscal year calculated in accordance with FASB ASC Topic 718. Refer to Note 7 in the Notes to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for information regarding the assumptions used to value these awards. All non-employee directors received a grant of 29,250 options for their initial equity grant during 2021. In addition, 15,000 options were granted to the non-employee directors on April 1, 2022 which vest one third on each anniversary date until 2025. All of these options remained outstanding on December 31, 2023. On June 16, 2023, all non-employee directors received a grant of 18,000 restricted stock awards which vest one third on each anniversary date until 2026.

  15. ELECTION OF DIRECTORS; NOMINEES

    ELECTION OF DIRECTORS; NOMINEES Our Bylaws provide that the Board shall consist of not more than nine nor less than one member, as determined from time to time by resolution of the Board. Our Board currently consists of four members. The term of our Class II directors, Kenneth Hoberman and Matthew Kaplan, are set to expire at our 2024 Annual Meeting. Our Board of Directors has determined to nominate Kenneth Hoberman and Matthew Kaplan for re-election to our Board of Directors for a period of an additional 3 years. For information about the nominees and our Board of Directors generally, please see “Corporate Governance — Our Board of Directors” beginning on page 4. If elected, Kenneth Hoberman and Matthew Kaplan will hold office for a three-year term, each until a respective successor is elected and has been qualified, or until such director resigns or is removed from office. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE FOR DIRECTOR. IF A CHOICE IS SPECIFIED ON THE PROXY BY THE STOCKHOLDER, THE SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED “FOR” EACH NOMINEE. PROPOSAL TWO: