DEF 14A of Liquidia Corp, Apr 29, 2024

DEF 14A of Liquidia Corp

Filed Apr 29, 2024 · FY20230001104659-24-054100

Open on EDGAR

  1. NOMINEES FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | | | experience in business and healthcare product development, including previous commercial experience with treprostinil as our Chief Executive Officer and as Chief Executive Officer of RareGen. | | Arthur Kirsch | 72 | Mr. Kirsch has been a member of our Board, Chairperson of our Audit Committee and a member of our Compensation Committee since Liquidia Corporation’s formation in June 2020. Previously, Mr. Kirsch served as a member of our Litigation Committee from August 2020 to January 2022. Mr. Kirsch has been a member of the board of directors of Liquidia Technologies since September 2016, and was the Chairperson of Liquidia Technologies’ Audit Committee since its formation in August 2016 until consummation of the Merger Transaction (as defined below) in November 2020 and a member of Liquidia Technologies’ Compensation Committee from May 2019 until November 2020. Mr. Kirsch has served as a director on the board of a private company, Anavasi Diagnostics, since August 2022. Mr. Kirsch previously served as a director of POZEN Inc. (Nasdaq: POZN) from May 2004 until February 2016, as a director of Aralez Pharmaceuticals, Inc. (Nasdaq: ARLZ) from February 2016 until May 2019, as a director of Kadmon Corporation (NYSE: KDMN) from May 2019 to November 2021 and as a director of Immunomedics, Inc. (Nasdaq: IMMU) from August 2015 until October 2016. Mr. Kirsch is currently a consultant. From June 2005 until June 2019, Mr. Kirsch served as a managing director and senior advisor for GCA Global, LLC, a global investment banking firm. From May 1994 to May 2004, he served as executive vice president, head of research at Vector Securities, LLC, a brokerage firm. From February 1990 to May 1993, Mr. Kirsch served as president of Natwest Securities Limited, a brokerage firm. From June 1979 to February 1990, Mr. Kirsch worked at Drexel Burnham Lambert, Inc., an investment banking firm, where he held the position of executive vice president, head of equity division. Mr. Kirsch graduated from the University of Rhode Island with a Bachelor of Science and also holds a Master of Business Administration from Baruch College. We believe Mr. Kirsch is qualified to serve on our Board due to his business and financial expertise and his experience serving on the boards of directors of several public pharmaceutical and life sciences companies. | | Paul B. Manning | 68 | Mr. Manning has been a member of our Board since December 2020. Since 2010, Mr. Manning has served as the Chairman and Chief Executive Officer of PBM Capital Group, a private equity investment firm in the business of investing in healthcare and life-science related companies, which he founded. In addition, Mr. Manning serves as an executive officer of a number of privately held companies. Prior to 2010, Mr. Manning founded PBM Products in 1997, a producer of infant formula and baby food, which was sold to Perrigo Corporation in 2010. Mr. Manning has served as a director of Verrica Pharmaceuticals, Inc. (Nasdaq: VRCA) since December 2015, and as a director of Candel Therapeutics, Inc. (Nasdaq: CADL) since November 2018. Within the past five years, Mr. Manning previously served on the board of directors of Taysha Gene Therapies, Inc. (Nasdaq: TSHA), Dova Pharmaceuticals, Inc. and AveXis, Inc. Mr. Manning also served as a director of RareGen from August 2018 until November 2020 and also serves as a director of other private companies. Mr. Manning received a B.S. in microbiology from the University of Massachusetts. We believe Mr. Manning is qualified to serve on our Board based upon his over 30 years of managerial and operational experience in the healthcare industry and as an investor in healthcare related companies. |

  2. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING The following contains certain information about those directors whose terms do not expire until the 2025 annual meeting and who are not standing for reelection, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused our Board to determine that the directors should serve as one of our directors. The age of each director as of the Record Date is set forth below.

  3. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Dr. Stephen Bloch | 62 | Dr. Bloch has been the Chairperson and member of our Board, and a member of our Audit Committee, since Liquidia Corporation’s formation in June 2020 and has served as a member and Chairperson of our Nominating and Corporate Governance Committee since April 2021. Dr. Bloch served as Chairperson of our Compensation Committee from June 2020 through November 2020 and is currently a member of the Compensation Committee. Previously, Dr. Bloch served as a member of our Litigation Committee from August 2020 to January 2022 and as a member of our Research and Development Committee from April 2021 to January 2022. Dr. Bloch has been a member of the board of directors of Liquidia Technologies since July 2009. Dr. Bloch is currently a director of a number of private life sciences companies and served as a director of Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS) from September 2005 until April 2016. Dr. Bloch has served as Chief Executive Officer of EvolveImmune Therapeutics since January 2020 and as Chief Executive Officer of Allyx Therapeutics, Inc. since July 2020. Dr. Bloch has also been a general partner at Canaan Partners, a global venture capital firm, since November 2007. From August 2003 to November 2007, Dr. Bloch was a principal at Canaan Partners. From January 1995 to June 2002, Dr. Bloch was the founder and chief executive officer of Radiology Management Sciences, LLC, a specialty medical management company. Dr. Bloch graduated from Dartmouth College with a Bachelor of Arts. Dr. Bloch also holds a Doctor of Medicine from the University of Rochester and a Master of Arts in the History of Science and Public Policy from Harvard University. We believe Dr. Bloch is qualified to serve on our Board due to his financial expertise, experience as a venture capitalist and his experience of serving on the board of directors for several public and private pharmaceutical and life sciences companies. |

  4. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Dr. Joanna Horobin | 69 | Dr. Horobin has been a member of our Board of Directors since Liquidia Corporation’s formation in June 2020. Dr. Horobin has been Chairperson of our Compensation Committee since December 2020, and has served as a member of our Compensation Committee since June 2020. Dr. Horobin also served as a member of our Research and Development Committee from June 2020 to January 2022 and as a member of our Litigation Committee from August 2020 to January 2022. Dr. Horobin has been a member of the board of directors of Liquidia Technologies since October 2019. Dr. Horobin served as the Senior Vice President and Chief Medical Officer of Idera Pharmaceuticals, Inc., a clinical stage biopharmaceutical company focused on the clinical development, and ultimately the commercialization, of drug candidates for both oncology and rare disease indications (“Idera”) (Nasdaq: IDRA), from November 2015 until July 2019. Prior to joining Idera, Dr. Horobin served as the Chief Medical Officer of Verastem, Inc. (“Verastem”) (Nasdaq: VSTM), a biopharmaceutical company focused on developing and commercializing medicines to improve the survival and quality of life of cancer patients, from September 2012 to July 2015. Prior to joining Verastem, she served as President of Syndax Pharmaceuticals, Inc. (“Syndax”) (Nasdaq: SNDX), a clinical stage biopharmaceutical company developing an innovative pipeline of cancer therapies, from September 2006 to September 2012 and as Chief Executive Officer from September 2006 until April 2012. Prior to that, Dr. Horobin held several roles of increasing responsibility at global pharmaceutical corporations such as Rhône Poulenc Rorer (now Sanofi) and Chugai Rhône Poulenc. Dr. Horobin received her medical degree from the University of Manchester, England. Dr. Horobin currently serves on the board of Kymera Therapeutics, Inc. (Nasdaq: KYMR) and certain other private and non-U.S. public companies. We believe Dr. Horobin is qualified to serve on our Board due to her extensive industry experience and knowledge in drug development and commercialization. | | Roger A. Jeffs, Ph.D. | 62 | Dr. Jeffs, has been our Chief Executive Officer since January 2022. Dr. Jeffs served as a director of RareGen from August 2018 until November 2020. As a condition to closing the Merger Transaction (as defined below), in November 2020, Dr. Jeffs was appointed as a member of our Board. Dr. Jeffs also served on our Compensation Committee from November 2020 to December 2021 and on our Research and Development Committee and our Litigation Committee from April 2021 to January 2022. Dr. Jeffs is currently the Co-Founder and Vice Chairman of Kriya Therapeutics, a gene therapy company, where he has served since October 2019. Dr. Jeffs was previously at United Therapeutics Corporation, a biotechnology company, where he worked for 18 years until 2016. Dr. Jeffs joined United Therapeutics Corporation during its inception phase in 1998 as Director of Research, Development, and Medical and served as its President and Chief Operating Officer from 2001 to 2014, and President and co-CEO from 2015-2016, and was a member of the board of directors from 2001 through 2016. While at United Therapeutics, Dr. Jeffs helped lead the initial public offering, oversaw the clinical development and regulatory approval of six products for rare diseases, and managed the commercial effort that led to a consistent >20% CAGR and $1.5 billion revenue run rate. United Therapeutics was consistently recognized as one of the fastest growing companies and best |

  5. CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | | | places to work during his tenure. Dr. Jeffs previously held positions at Amgen, Inc., a biopharmaceutical company, and Burroughs Wellcome Co., a pharmaceutical company, where he held roles in clinical development. Dr. Jeffs currently serves on the board of directors of Axsome Therapeutics, Inc. (Nasdaq: AXSM) and previously served, within the last five years, on the board of directors of Albireo Pharma, Inc. (Nasdaq: ALBO), Axovant Gene Therapies (Nasdaq: AXGT), Dova Pharmaceuticals, Sangamo Therapeutics (Nasdaq: SGMO) and United Therapeutics (Nasdaq: UTHR). Dr. Jeffs holds an undergraduate degree in chemistry from Duke University and a Ph.D. in pharmacology from the University of North Carolina School of Medicine. We believe Dr. Jeffs’ scientific background and business experience, coupled with his experience as a chief executive officer of a publicly-traded biotechnology company, provide him with the qualifications and skills to serve on our Board. |

  6. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING The following contains certain information about those directors whose terms do not expire until the 2026 annual meeting and who are not standing for reelection, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused our Board to determine that the directors should serve as one of our directors. The age of each director as of the Record Date is set forth below.

  7. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Katie Rielly- Gauvin | 61 | Ms. Rielly-Gauvin has been a member of our Board and a member of our Nominating and Corporate Governance Committee since Liquidia Corporation’s formation in June 2020. Ms. Rielly-Gauvin has also served on our Compensation Committee since January 2022. Previously, Ms. Rielly-Gauvin served as Chairperson of our Research and Development Committee from June 2020 to January 2022 and as a member of our Litigation Committee from August 2020 to January 2022. Ms. Rielly-Gauvin has been a member of the board of directors of Liquidia Technologies since October 2019 and served as a member of the Liquidia Technologies Nominating and Corporate Governance Committee and Research and Development Committee from October 2019 until consummation of the Merger Transaction (as defined below) in November 2020. Ms. Rielly-Gauvin served as the Vice President of Global Commercial Development of AbbVie Inc. (NYSE: ABBV) (“AbbVie”), a pharmaceutical research and development company from January 2013 until August 2023. During her tenure, she oversaw and led the strategic direction and expansion of the Immunology, Oncology, Neuroscience and Specialty Therapeutics areas, as well as the commercial strategy and development for the pipeline. Prior to joining AbbVie, Ms. Rielly-Gauvin worked in the Johnson & Johnson family of companies across a variety of roles in commercial, medical affairs and research capacities, including Vice President and General Manager for the Janssen Commercial CNS organization. Ms. Rielly-Gauvin holds a Bachelor of Science degree in Chemistry from Simmons University and an MBA in Economics from Rutgers University. We believe Ms. Rielly-Gauvin is qualified to serve on our Board due to her extensive industry experience and knowledge in drug development and commercialization. |

  8. CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING

    | Name | Age | Principal Occupation and Business Experience | | Ramandeep Singh | 53 | Mr. Singh has been a member of our Board, our Audit Committee and our Nominating and Corporate Governance Committee since Liquidia Corporation’s formation in June 2020. Mr. Singh has been a member of the board of directors of Liquidia Technologies since February 2018. Since December 2020, Mr. Singh has served as the Chief Executive Officer of Juniper Biologics which specializes in Oncology & Oncology Supportive Care, Gene Therapy & Rare Diseases. Previously, from 2011 to December 2020, Mr. Singh served as the chief executive officer of Mundipharma Pte Limited, which is part of a network of independent associated companies active in the fields of analgesia, oncology, ophthalmology, respiratory, specialty care and consumer health. Mr. Singh graduated with a Bachelors in Mechanical Engineering. He also holds Masters in International Management from Thunderbird School of Global Management and in Business Administration from Assumption University. We believe Mr. Singh is qualified to serve on our Board due to his vast industry experience and knowledge as well as his business experience. | | David Johnson | 41 | As a condition to, and concurrent with, closing our private placement of common stock in April 2021, pursuant to that certain Common Stock Purchase Agreement, dated as of April 12, 2021, by and among Liquidia, a fund and account managed by Caligan Partners LP (“Caligan”) and certain other accredited investors, and that certain Standstill Agreement, dated as of April 13, 2021, by and between Liquidia and Caligan (the “Standstill Agreement”), Mr. Johnson was appointed as a member of our Board and Audit Committee. Previously, from April 2021 to January 2022, Mr. Johnson served as a member of our Research and Development Committee. Mr. Johnson is a Partner and co-Founder of Caligan, an SEC- registered investment manager. Previously, Mr. Johnson was a Managing Director at The Carlyle Group, where he was employed from 2010 to 2017. Prior to joining Carlyle, Mr. Johnson worked for six years at Morgan Stanley, where he was a Vice President in the Principal Investments area. Mr. Johnson currently serves as a non-executive director and member of the Audit Committee and R&D Committee for Exelixis, Inc. (Nasdaq: EXEL). Since May 2023, Mr. Johnson has served as an observer on the board of directors of Alimera Sciences, Inc. (NASDAQ: ALIM). Mr. Johnson was previously a director of AMAG Pharmaceuticals from October 2019 through November 2020. Mr. Johnson has served on the Executive Committee for the Harvard College Fund and is a member of the board of directors of the Children’s Scholarship Fund. Mr. Johnson received his A.B. in Applied Mathematics, cum laude, from Harvard College in 2004 and a S.M. in Applied Mathematics from Harvard College in 2004. We believe that Mr. Johnson’s qualifications to sit on the Board include his extensive experience as an investor and his insights into financial strategy, and organizational and business development. |

  9. Director Compensation

    Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our Board and received compensation for such service during the fiscal year ended December 31, 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to or pay any other compensation to any of the non-employee members of our Board in 2023. We reimburse non-employee members of our Board for reasonable travel expenses. Dr. Jeffs, a member of our Board who has served as our Chief Executive Officer since January 2022, does not receive additional compensation for his service as a director, but did receive compensation for his service as a director for periods prior to his employment by us. Dr. Jeff’s compensation for service as an employee for 2023 is presented in “Executive Compensation—2023 Summary Compensation Table.”

  10. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Dr. Stephen Bloch | 80,000 | 131,910 | 211,910 | | Damian deGoa(3) | 35,000 | 131,910 | 166,910 | | Dr. Joanna Horobin | 45,000 | 131,910 | 176,910 | | David Johnson | 42,500 | 131,910 | 174,410 | | Arthur Kirsch | 55,000 | 131,910 | 186,910 | | Paul B. Manning | 38,752 | 131,910 | 170,662 | | Katherine Rielly-Gauvin | 43,752 | 131,910 | 175,662 | | Raman Singh | 46,252 | 131,910 | 178,162 |

  11. Director Compensation

    (1) Represents fees earned pursuant to our non-employee director compensation policy described below. (2) The value of option awards granted to directors is based upon the grant date fair value of awards calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. For information regarding our valuation of option awards, see “Stock-Based Compensation” in Note 5 of our financial statements for the period ended December 31, 2023. For information regarding these grants, see “— 2023 Equity Awards to Non-Employee Directors”. (3) Became a non-employee member of the Board on January 31, 2022. The following table lists all outstanding option awards, as of December 31, 2023, held by our non-employee directors who served on our Board in 2023:

  12. Director Compensation

    | Name | Option Awards | | Dr. Stephen Bloch | 169,673 | | Damian deGoa | 1,437,362 | | Dr. Joanna Horobin | 130,872 | | David Johnson | 106,132 | | Arthur Kirsch | 155,876 | | Paul B. Manning | 111,385 | | Katherine Rielly-Gauvin | 130,182 | | Raman Singh | 140,010 |

  13. General Policy Regarding Compensation of Directors

    General Policy Regarding Compensation of Directors Our Board has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the policy, each director who is not an employee is paid cash compensation as set forth below:

  14. General Policy Regarding Compensation of Directors

    | | Member Annual Fee ($) | Chairperson Additional Annual Fee ($) | | Board of Directors | 50,000 | 35,000 | | Audit Committee | 10,000 | 10,000 | | Compensation Committee | 7,500 | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 |

  15. General Policy Regarding Compensation of Directors

    Pursuant to the non-employee director annual equity compensation policy adopted by the Compensation Committee in January 2024, each director then serving on our Board shall be granted, on an annual basis, $250,000 in the form of restricted stock units (“RSUs”) of our common stock with the RSUs vesting on the earlier of the (i) one year anniversary of the date of grant or (ii) the day prior to the Company’s next annual shareholder meeting following the date of grant, with the grant of the Annual Director Equity Grants to be subject to further approval by the Committee. Other equity award grants to non-employee directors are determined by the Board in its sole, good faith discretion. Information regarding compensation for those of our directors who are also employees is set forth in the Executive Compensation—Summary Compensation Table below.

  16. Overview

    Overview Our executive compensation program is designed to attract, retain and reward key employees who contribute to our long-term success, to incentivize them to achieve key performance goals, and align executive compensation with our business objectives and the interests of our stockholders. The Compensation Committee is generally responsible for determining the compensation of our executive officers. For 2023, the material elements of our executive compensation program were base salary, performance-based cash bonuses and equity-based compensation in the form of stock options and restricted stock units (“RSUs”). As noted above, FW Cook was retained to advise the Compensation Committee on matters related to executive compensation.

  17. Summary Compensation Table

    Summary Compensation Table The following table sets forth, for the periods indicated, all of the compensation awarded to, earned by or paid to (i) each individual serving as the Company’s principal executive officer during the fiscal year ended December 31, 2023, and (ii) the two most highly compensated executive officers other than the principal executive officer who served as an executive officer at the conclusion of the fiscal year ended December 31, 2023 and who received in excess of $100,000 in compensation during such fiscal year (collectively referred to as the “named executive officers”). In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  18. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-equity incentive plan compensation ($) | All other compensation ($)(3) | Total ($) | | Roger Jeffs, Ph.D. | 2023 | 689,000 | — | 1,786,215 | 1,780,203 | 620,100(8) | 13,980 | 4,889,498 | | Chief Executive Officer(4) | 2022 | 325,000 | 65,000(6) | 325,002 | 9,904,904 | 130,000(6) | 12,226 | 10,762,132 | | Michael Kaseta | 2023 | 501,000 | — | 769,195 | 766,604 | 375,825(8) | 13,980 | 2,426,704 | | Chief Financial Officer and Chief Operating Officer | 2022 | 472,736 | 66,183(7) | 234,375 | 944,648 | 75,638(7) | 13,293 | 1,806,873 | | Russell Schundler | 2023 | 477,000 | — | 642,710 | 640,545 | 286,200(8) | 15,286 | 2,061,741 | | General Counsel and Secretary | 2022 | 394,740 | 63,000(7) | 234,375 | 944,648 | 72,000(7) | 12,180 | 1,720,943 |

  19. Summary Compensation Table

    (1) Stock awards represent grants of restricted stock units, as further described below under “2022 and 2023 Equity Grants”. The value of these grants has been calculated in accordance with ASC Topic 718. (2) The value of option awards granted to our named executive officers is based upon the grant date fair value of awards calculated in accordance with ASC Topic 718. For information regarding our valuation of option awards, see “Stock-Based Compensation” in Note 8 of our financial statements for the period ended December 31, 2023. See also “2022 and 2023 Equity Grants” below for more information. (3) Includes contributions to (i) our 401(k) plan on behalf of each of our named executive officers and (ii) our named executive officers’ health savings accounts. Contributions to health savings accounts and 401(k) plan contributions for services performed in 2022 and 2023 were paid on a per-payroll basis. (4) Dr. Jeffs has served as our Chief Executive Officer since January 3, 2022. (5) Mr. Kaseta has served as our Chief Operating Officer since January 15, 2024. (6) Represents cash bonus paid by the Company in March 2023 in accordance with the Company’s payroll and reflects the achievement of 40% of the Company’s 2022 corporate goals, as determined by the Compensation Committee. In addition, due to the fact that 60% of the Company’s 2022 corporate goals, as determined by the Compensation Committee, were not met due to external factors and the substantial progress of the Company towards readiness for commercial launch, the Compensation Committee awarded the named executive officer with an additional bonus equal to 20% of the named executive officer’s target bonus. (7) Represents cash bonus paid by the Company in February 2023 in accordance with the Company’s payroll and reflects the achievement of 40% of the Company’s 2022 corporate goals, as determined by the Compensation Committee. In addition, due to the fact that 60% of the Company’s 2022 corporate goals, as determined by the Compensation Committee, were not met due to external factors and the substantial progress of the Company towards readiness for commercial launch, the Compensation Committee awarded the named executive officer with an additional bonus equal to 35% of the named executive officer’s target bonus. (8) Represents cash bonus paid by the Company in January 2024 in accordance with the Company’s payroll and reflects the achievement of 150% of the Company’s 2023 corporate goals, as determined by the Compensation Committee, according to the following bonus target percentages of 2023 base salary for the named executive officers: 60% bonus target for Dr. Jeffs, 50% bonus target for Mr. Kaseta and 40% bonus target for Mr. Schundler.

  20. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by each of the named executive officers as of December 31, 2023.

  21. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Roger Jeffs, Ph.D. | 30,000(2) | — | 3.38 | 11/18/2030 | | | | | 30,353(3) | — | 2.51 | 3/24/2031 | | | | | 15,556(4) | 4,444 | 2.59 | 8/20/2031 | | | | | 806,354(5) | 876,473 | 5.14 | 1/3/2032 | | | | | 446,331(5) | 485,144 | 4.86 | 6/17/2032 | | | | | 85,056(12) | 286,098 | 6.17 | 1/11/2033 | | | | | | | | | 289,500(14) | 3,482,685 | | Michael Kaseta | 177,292(7) | 52,708 | 2.79 | 11/30/2030 | | | | | 13,490(8) | 5,010 | 2.97 | 1/19/2031 | | | | | 8,024(6) | 1,976 | 2.54 | 7/21/2031 | | | | | 35,938(9) | 39,062 | 6.25 | 1/16/2032 | | | | | 53,125(10) | 96,875 | 5.12 | 7/28/2032 | | | | | 36,627(12) | 123,202 | 6.17 | 1/11/2033 | | | | | | | | | 145,761(13)(14) | 1,753,505 | | Russell Schundler | 137,500(11) | 62,500 | 2.42 | 3/29/2031 | | | | | 8,024(6) | 1,976 | 2.54 | 7/21/2031 | | | | | 35,938(9) | 39,062 | 6.25 | 1/16/2032 | | | | | 53,125(10) | 96,875 | 5.12 | 7/28/2032 | | | | | 30,605(12) | 102,942 | 6.17 | 1/11/2033 | | | | | | | | | 125,261(13)(14) | 1,506,890 |

  22. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the $12.03 per share closing price of our common stock on December 29, 2023, as reported by Nasdaq. (2) The shares underlying the option vested in 36 monthly installments beginning in November 2020 and ending in November 2023. (3) The shares underlying the option vested in four quarterly installments beginning in March 2021 and ending in December 2021. (4) The shares underlying the option vest in 36 monthly installments beginning in August 2021 such that all shares will be vested on August 20, 2024, subject to the named executive’s continuous service as of each such date. (5) 25% of the shares underlying the option vested on January 3, 2023 and the remaining shares vest in 36 monthly installments thereafter such that all shares will be vested on January 3, 2026, subject to the named executive’s continuous service as of each such date. (6) 50% of the shares underlying the option vested on November 5, 2021 upon achievement of the acceleration event related to the Company’s receipt of tentative approval the FDA of the Company’s New Drug Application for YUTREPIA, 12.5% of the shares underlying the option vested on July 21, 2022 and the remaining shares vest in 36 monthly installments thereafter such that all shares will be vested on July 21, 2025, subject to the named executive’s continuous employment as of each such date. (7) 25% of the shares underlying the option vested on November 30, 2021 and the remaining shares vest in 36 monthly installments thereafter such that all shares will be vested on November 30, 2024, subject to the named executive’s continuous service as of each such date. (8) The shares underlying the option vest in 48 monthly installments beginning in January 2021 such that all shares will be vested on January 19, 2025, subject to the named executive’s continuous service as of each such date. (9) The shares underlying the option vest in 48 monthly installments beginning in January 2022 such that all shares will be vested on January 31, 2026, subject to the named executive’s continuous service as of each such date. (10) The shares underlying the option vest in 48 monthly installments beginning in July 2022 such that all shares will be vested on July 28, 2026, subject to the named executive’s continuous service as of each such date. (11) 25% of the shares underlying the option vested on March 29, 2022 and the remaining shares vest in 36 monthly installments thereafter such that all shares will be vested on March 29, 2024, subject to the named executive’s continuous service as of each such date. (12) The shares underlying the option vest in 48 monthly installments beginning in January 2023 such that all shares will be vested on January 11, 2027, subject to the named executive officer’s continuous service as of each such date. (13) Amount includes the unvested portion of restricted stock units granted on January 16, 2022. 25% of the restricted stock units settled into common stock on February 28, 2023 and the remaining restricted stock units vest in 12 quarterly installments thereafter such that all the restricted stock units settle into common stock shares on February 28, 2026, subject to the named executive’s continuous service as of each such date. (14) Amount includes the unvested portion of restricted stock units granted on January 11, 2023. 25% of the restricted stock units settled into common stock on March 15, 2024 and the remaining restricted stock units vest in 12 quarterly installments thereafter such that all the restricted stock units settle into common stock shares on January 11, 2027, subject to the named executive officer’s continuous service as of each such date.

  23. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  24. Pay Versus Performance

    Pay Versus Performance The following table sets forth compensation information for our Chief Executive Officer, referred to below as our PEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our results of operations, calculated in accordance with SEC regulations, for fiscal years 2023 and 2022. In accordance with transitional relief under the SEC rules for smaller reporting companies, only two years of information is required as this is the Company’s first year of disclosure under Item 402(v) of Regulation S-K.

  25. Pay Versus Performance

    | Year | (1) Summary Compensation table total for PEO | (1)(2) Compensation actually paid to PEO | (1) Average summary Compensation table total for non-PEO NEOs | (1)(2) Average Compensation actually paid to non-PEO NEOs | (3) Value of initial fixed $100 investment based on Total share- holder return | Net Loss (in thousands) | | 2023 | $4,889,498 | $15,455,856 | $2,244,223 | $4,823,625 | $247.02 | $(78,502) | | 2022 | $10,762,132 | $13,888,510 | $1,763,908 | $2,177,710 | $130.80 | $(41,015) |

  26. Pay Versus Performance

    (1) For each fiscal year, represents amount reported for our PEOs and average amount reported for our NEOs, in each case in the Total column of the Summary of Compensation Table. Our PEOs and NEOs for each of these fiscal years are shown below:

  27. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | Roger Jeffs, Ph.D. | Michael Kaseta, Russell Schundler | | 2022 | Roger Jeffs, Ph.D. | Michael Kaseta, Russell Schundler |

  28. Pay Versus Performance

    (2) Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-PEO NEOs for the relevant fiscal year. Compensation Actually Paid represents the amount reported in the Total column of the Summary Compensation Table for the applicable fiscal year, adjusted as shown below. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined as follows: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. Equity values are calculated in accordance with ASC Topic 718.

  29. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for Dr. Jeffs | (a) Reported Value of Equity Awards for Dr. Jeffs | (b) Aggregate Equity Award Adjustments for Dr. Jeffs | Compensation Actually Paid to Dr. Jeffs | | 2023 | $4,889,498 | $(3,566,418) | $14,132,776 | $15,455,856 | | 2022 | $10,762,132 | $(10,229,906) | $13,356,284 | $13,888,510 |

  30. Pay Versus Performance

    (a) Represents the reported value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  31. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Dr. Jeffs | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Dr. Jeffs | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Dr. Jeffs | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Dr. Jeffs | Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for Dr. Jeffs | Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for Dr. Jeffs | Aggregate Equity Awards Adjustment | | 2023 | $6,386,728 | $6,979,791 | $453,079 | $313,178 | $— | $— | $14,132,776 | | 2022 | $13,048,231 | $28,235 | $267,150 | $12,668 | $— | $— | $13,356,284 |

  32. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for non-PEO NEOs | Average Reported Value of Equity Awards for non-PEO NEOs | Average Aggregate Equity Award Adjustments for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | | 2023 | $2,244,223 | $(1,409,527) | $3,988,929 | $4,823,625 | | 2022 | $1,763,908 | $(1,179,023) | $1,592,825 | $2,177,710 |

  33. Pay Versus Performance

    (a) Represents the reported value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The amounts deducted or added in calculating the equity award adjustments are as follows:

  34. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for non-PEO NEOs | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for non-PEO NEOs | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for non-PEO NEOs | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for non-PEO NEOs | Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for non-PEO NEOs | Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for non-PEO NEOs | Average Aggregate Equity Awards Adjustment | | 2023 | $2,524,176 | $1,144,675 | $179,067 | $141,011 | $— | $— | $3,988,929 | | 2022 | $1,204,019 | $168,428 | $133,879 | $86,499 | $— | $— | $1,592,825 |

  35. Pay Versus Performance

    (3) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s common stock on December 31, 2021.

  36. Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) Below are graphs showing the relationship of “compensation actually paid” to our PEO and other non-PEO NEOs in 2023 and 2022 to (1) Company total shareholder return (“TSR”) of Liquidia and (2) Liquidia’s net loss.