DEF 14A of Milestone Pharmaceuticals Inc.
Filed Jul 15, 2024 · FY20230001104659-24-079878
Nominees for Director
Nominees for Director The names of the nominees for directors and certain information about each individual as of June 30, 2024, unless noted otherwise, are set forth below:
Nominees for Director
| Name | Positions and Committee Membership on Milestone Board | Director Since | Age | Independent | | Robert J. Wills | Director and Chair of the Board, Audit Committee and Nominating and Corporate Governance Committee member | October 2020 | 70 | Yes | | Seth H.Z. Fischer | Director and Nominating and Corporate Governance Committee Member | March 2023 | 68 | Yes | | Lisa M. Giles | Director, Audit Committee member and Nominating and Corporate Governance Committee member | October 2020 | 65 | Yes | | Joseph Oliveto | President, Chief Executive Officer and Director | July 2017 | 57 | No | | Michael Tomsicek | Director, Audit Committee and Compensation Committee member | April 2019 | 58 | Yes | | Stuart M. Duty | Director, Nominating and Corporate Governance Committee member | July 2024 | 59 | Yes | | Andrew R. Saik | Director, Audit Committee member | July 2024 | 58 | Yes |
Nominees for Director
| (1) Debra K. Liebert and Richard Pasternak previously served on our Board since June 2015 and November 2019, respectively. After extensive consideration and discussion with the Board, Debra K. Liebert and Richard Pasternak provided notice to the Board of their decision not to stand for re-election at the Annual Meeting. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
BACKGROUND
BACKGROUND We have seven Director nominees standing for election at the Meeting. Pursuant to the Company’s Bylaws, Directors are elected annually. Directors elected at the Meeting will hold office until the close of the 2025 Annual Meeting of Shareholders of the Company or until their successors are duly elected or appointed, or until such Director’s earlier resignation or removal. Each of the seven Director nominees has established his or her eligibility and willingness to serve on the Board. Set forth below are the names of the Director nominees together with details about their backgrounds and experience. Six of the seven Director nominees are independent within the meaning of all applicable securities regulatory and stock exchange requirements in Canada and the U.S. In addition, in accordance with the applicable stock exchange requirements and Board committee charters, all members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent Directors. For more details regarding the independence of director nominees, please see the discussion under the section entitled “Director Independence” on page 30. The Board recommends a vote FOR the election of each of the seven Director nominees named in this Proxy Statement. Unless otherwise instructed, the designated proxyholders intend to vote FOR the election of the seven Director nominees proposed by the Board in this Proxy Statement. If, for any reason, at the time of the Meeting any of these Director nominees are unable or unwilling to serve, unless otherwise specified in the signed Proxy Card, it is intended that the designated proxyholders will vote in their discretion for a substitute nominee or nominees.
NOMINEES FOR ELECTION TO THE BOARD
NOMINEES FOR ELECTION TO THE BOARD Each of the proposed Director nominees is an incumbent Director. Each Director nominee elected at the 2024 Annual Meeting will hold office until the close of the 2025 Annual Meeting of Shareholders or until his or her successor is duly elected or appointed, or until such Director’s earlier resignation or removal. None of the Directors or Director nominees were selected for nomination at this year’s Annual Meeting pursuant to any arrangement or understanding. None of the Directors or Director nominees are related by blood, marriage or adoption to one another or to any Named Executive Officer of the Company. The following table sets forth the names and ages, as of the date of this Proxy Statement, of each of our Director nominees, and the subsequent narrative provides details about each of the Director nominees’ background and experience, and summarizes the specific attributes, competencies and characteristics that led to the Nominating and Corporate Governance Committee’s and the Board’s determination to nominate such individual as a Director for election by the shareholders at the Meeting.
NOMINEES FOR ELECTION TO THE BOARD
| NAME | AGE | POSITION(S) | DIRECTOR SINCE | RESIDENCE | | Robert J. Wills | 70 | Director and Chair of the Board | October 2020 | New Jersey (USA) | | Joseph Oliveto | 57 | President, Chief Executive Officer and Director | July 2017 | North Carolina (USA) | | Stuart M. Duty | 59 | Director | July 2024 | Texas (USA) | | Seth H.Z. Fischer | 68 | Director | March 2023 | New Jersey (USA) | | Lisa M. Giles | 66 | Director | October 2020 | South Carolina (USA) | | Andrew R. Saik | 55 | Director | July 2024 | New Jersey (USA) | | Michael Tomsicek | 58 | Director | April 2019 | Wisconsin (USA) |
NOMINEES FOR ELECTION TO THE BOARD
| | Key Experience and Qualifications | | | Dr. Wills brings to the Board over 35 years of experience in the pharmaceutical industry with an extensive track record of successful oversight of multiple phases of drug development cycle, including preclinical research, late-stage development pipelines, regulatory approvals and strategic partnering. Dr. Wills also contributes to the Board his extensive expertise actively managing and negotiating global strategic alliances, assessing the competitive landscape and fostering financial, operational and strategic synergies. We believe Dr. Wills’ management and industry experience, including his public company board member experience, qualifies him to serve on our Board. |
NOMINEES FOR ELECTION TO THE BOARD
| Robert J. Wills Independent Chair of the Board Director Since: 2020 Age: 70 Committees: • Audit Committee • Nominating and Corporate Governance Committee (Chair) Other Public Company Directorships: • Oncternal Therapeutics, Inc. (Nasdaq: ONCT) (since 2019) • CymaBay Therapeutics, Inc. (Nasdaq: CBAY) (2015-2024, until acquisition by Gilead Sciences) | | | | Professional Experience | | | Johnson & Johnson (NYSE: JNJ) – multinational medical device, pharmaceutical and consumer goods manufacturing company • Vice President, Alliance Manager (2002-2015) Hoffmann-La Roche Inc. – multinational holding healthcare company Education • BS in Biochemistry, University of Wisconsin • MS in Pharmaceutics, University of Wisconsin • PhD in Pharmaceutics, University of Texas |
Director Nominees
Director Nominees
Director Nominees
| | Key Experience and Qualifications | | | Mr. Oliveto brings more than 30 years of pharmaceutical and biotech experience across drug development, commercialization, manufacturing and business development. He has served as our President and CEO since 2017, and contributes a long track record of successful late-stage development business experience, which has included business turnarounds, comprehensive launch programs, FDA approvals and a number of licensing and strategic transactions. We believe that Mr. Oliveto’s significant experience in the areas of drug development, commercialization and manufacturing as well as business development, qualifies him to serve on our Board. |
Director Nominees
| Joseph Oliveto Executive Director Director Since: 2017 Age: 57 Other Public Company Directorships: • Chelsea Therapeutics International (Nasdaq: CHTP (2013 until acquisition by Lundbeck, Inc.) | | | | Professional Experience | | | Milestone Pharmaceuticals, Inc. (Nasdaq: MIST) • President and Chief Executive Officer (since 2017) Galleon Pharmaceuticals, Inc. – medical product manufacturer • Chief Executive Officer (2015-2016) Chelsea Therapeutics International (Nasdaq: CHTP) (acquired by Lundbeck, Inc.) – development stage biopharmaceutical company • President and Chief Executive Officer (2012-2014) • Vice President, Operations (2008-2012) Pappas Ventures – life sciences venture capital firm • Executive in Residence (2006-2008) Roche – multinational pharmaceuticals and diagnostics healthcare company • Global Alliance Director / Licensing Director (2003-2008) • Various senior leadership positions (1989-2002) Education • BA in Chemistry, Rutgers University • MBA, Rutgers University |
Director Nominees
| | Key Experience and Qualifications | | | Mr. Duty contributes over 30 years of investment banking, financing and operational experience in the biotechnology and specialty pharmaceuticals sectors. His extensive background in advising companies and corporate boards on complex financing activities, including cross-border transactions in the U.S., Japan, China, Canada and various European countries, contributes to board discussions on the Company’s operations and global strategy. |
Director Nominees
| Stuart Duty Independent Director Director Since: 2024 Age: 55 Committees: • Nominating and Corporate Governance Committee Other Public Company Directorships: • Achieve Life Sciences, Inc. (Nasdaq: ACHV) (since 2023) • EyePoint Pharmaceuticals (Nasdaq: EYPT) (since 2023) | | | | Professional Experience | | | Guggenheim Securities, LLC – global investment and advisory financial services firm • Senior Managing Director (2012-2023) Piper Jaffray Companies (NYSE: PJC) (now Piper Sandler Companies) – global investment firm • Managing Director, Co-Head, Healthcare Investment Banking (2007-2012), (1999-2002) Oracle Partners, L.P. – private healthcare focused investment fund • Chief Operating Officer (2002-2007) Montgomery Securities – investment bank specializing in technology and healthcare • Managing Director, Healthcare Investment Banking (1993-1999) Curative Technologies, Inc. – developer of therapeutics utilizing naturally occurring human growth factors to treat chronic non-healing wounds • Director of Business Development (1992-1993) Education • BA in Biochemistry, Occidental College • MBA, Harvard Business School |
Director Nominees
| | Key Experience and Qualifications | | | Mr. Fischer contributes nearly 40 years of experience in the pharmaceutical and medical device industry. He has held numerous executive leadership roles with responsibility over product commercialization in multiple therapeutic areas, including analgesic, anti-infective, cardiovascular, neurologic, psychiatric and women’s health. He oversaw the launch of one of the most successful women’s contraceptives in the U.S. In addition to an extensive career leading and developing strategic growth initiatives throughout the industry, Mr. Fischer brings vast corporate governance experience obtained through his experience serving on multiple public company boards. We believe Mr. Fischer’s management and industry experience, including his experience in public company management, qualifies him to serve on our Board. |
Director Nominees
| Seth H.Z. Fischer Independent Director Director Since: 2023 Age: 68 Committees: • Nominating and Corporate Governance Committee Other Public Company Directorships: • Esperion Therapeutics (Nasdaq: ESPR) (since 2021) • Agile Therapeutics (Nasdaq: AGRX) (since 2016) • Marinus Pharmaceuticals (Nasdaq: MRNS) (since 2016) • Spectrum Pharmaceuticals (Nasdaq: SPPI) (2020-2023 until acquisition by Assertio) • BioSig Technologies (Nasdaq: BSGM) (2013-2019) | | | | Professional Experience | | | Vivus, Inc. – biopharmaceutical company • Chief Executive Officer (2013-2017) Johnson & Johnson (NYSE: JNJ) – pharmaceutical and medical technology company • Company Group Chairman, Worldwide Franchise Chairman Cardiovascular Care (2008-2012) • Company Group Chairman, North America Pharmaceuticals (2004-2007) with responsibility for Ortho-McNeil Pharmaceuticals, Janssen, McNeil Pediatrics and Scios • President, Ortho-McNeil Pharmaceuticals (2000-2004) • Vice President, Sales and Marketing (1998-2000) U.S. Air Force • Captain (1978-1982) Education • BGS, Ohio University |
Director Nominees
| | Key Experience and Qualifications | | | Ms. Giles brings over 35 years of experience in the pharmaceutical, diagnostic and device industries, including executive leadership expertise overseeing complex strategic planning, portfolio prioritization, commercial launches and business development. During her service with global healthcare and pharmaceutical companies, Ms. Giles oversaw M&A due diligence, marketing research and portfolio decision analysis. She also contributes industry-relevant counsel on R&D portfolio optimization and best-in-class innovation tactics, technology and new markets forecasting to the Board. We believe Ms. Giles’ management and industry experience, qualifies her to serve on our Board. |
Director Nominees
| Lisa M. Giles Independent Director Director Since: 2020 Age: 65 Committees: • Audit Committee • Nominating and Corporate Governance Committee Other Public Company Directorships: • HCW Biologics (Nasdaq: HCWB) (since 2021) • GenMark Diagnostics, Inc. (Nasdaq: GNMK) (2015-2021, until its acquisition by Roche) • Durata Therapeutics, Inc. (Nasdaq: DRTX) (2012-2014, until its acquisition by Actavis (Allergan) plc) | | | | Professional Experience | | | Giles & Associates Consultancy – private management consulting firm focused on life sciences and healthcare industries • Founder, Managing Director and Chief Executive Officer (since 2000) Optivara – software as a service (SaaS) company serving the life sciences industry • Chief Executive Officer (2013-2019) G.D. Searle & Company – division of agricultural biotechnology company, Monsanto • Vice President, Strategy Development (1996-2000) Business Strategy Consulting, LLC – consulting services firm focused on finance, M&A and IT Abbott Laboratories (NYSE: ABT) – medical devices and healthcare company • Various leadership roles with Diagnostic and Corporate Hospital Marketing Divisions (1983-1993) Education • BS in Economics, Juniata College |
Director Nominees
| | Key Experience and Qualifications | | | Mr. Saik brings over 25 years of accounting and finance experience at biopharmaceutical companies. In his numerous senior executive finance roles, he has led private and public companies in developing industry-specific financial strategies, enhancing financial flexibility and spearheading capital structure transformations that have resulted in successful mergers and acquisitions. Additionally, Mr. Saik brings extensive management experience in IT, business development and investor relations. |
Director Nominees
| Andrew Saik Independent Director Director Since: 2024 Age: 59 Committees: • Audit Committee Other Public Company Directorships: • PDS Biotechnology, Inc. (Nasdaq: PDSB) (formerly Edge Therapeutics) (2017-2020) | | | | Professional Experience | | | Arvinas, Inc. (Nasdaq: ARVN) – clinical-stage biotechnology company • Chief Financial Officer (since 2024) Intercept Pharmaceuticals (Nasdaq: ICPT) (now a wholly owned subsidiary of Alfasigma S.p.A.) – biopharmaceutical company focused on rare and serious liver disease • Chief Financial Officer (2021 to 2023) Vyne Therapeutics Inc. (Nasdaq: VYNE) – clinical-stage biopharmaceutical company focused on immuno-inflammatory conditions • Chief Financial Officer (2020-2021) PDS Biotechnology, Inc. (Nasdaq: PDSB) (formerly Edge Therapeutics) – clinical-stage biopharmaceutical company developing cancer immunotherapies and infectious disease vaccines • Chief Financial Officer (2017-2020) Vertice Pharma, LLC – Warburg Pincus-backed specialty pharmaceuticals company • Chief Financial Officer (2015-2017) Auxilium Pharmaceuticals, Inc. (Nasdaq: AUXL) (now a wholly owned subsidiary of Endo International) – biopharmaceutical company • Chief Financial Officer (2014-2015) Endo Pharmaceuticals (OTCQX: NDOI) (now Endo International) – diversified specialty pharmaceutical company • Senior Vice President, Finance and Treasurer (2013-2014) Valeant Pharmaceuticals International (NYSE/TSX: BHC) (now Bausch Health) – global pharmaceutical company • Senior financial management roles (2001-2012) Education • BA in Economics, University of California, Los Angeles • MBA, University of Southern California |
Director Nominees
| | Key Experience and Qualifications | | | Mr. Tomsicek brings over 20 years of experience as a senior financial executive of global, publicly-traded pharmaceutical companies with extensive expertise overseeing financial planning and analysis, investor relations and corporate strategies throughout various financial operating environments. He also contributes to the Board a track record of leadership oversight of the regulatory approvals process and commercialization of cardiovascular medical devices. We believe Mr. Tomsicek’s management and industry experience, including his public company management experience, qualifies him to serve on our Board. |
Director Nominees
| Michael Tomsicek Independent Director Director Since: 2019 Age: 58 Committees: • Audit Committee • Compensation Committee Other Public Company Directorships: • Acrivon Therapeutics, Inc. (Nasdaq: ACRV) (since 2022) | | | | Professional Experience | | | CRISPR Therapeutics AG (Nasdaq: CRSP) – leading gene editing company • Chief Financial Officer (2017-2021) Abiomed (NYSE: ABMD) – pharmaceutical and medical technology company focused on products aiding in circulatory support • Chief Financial Officer (2015-2017) Cubist Pharmaceuticals (Nasdaq: CBST) (now wholly owned subsidiary of Merck) – pharmaceutical company focused on research, development and commercialization of pharmaceutical products in the acute care environment • Chief Financial Officer (2013-2015) • Senior Vice President, Finance & Deputy Chief Financial Officer (2012-2013) • Vice President, Corporate Finance (2010-2012) GE Healthcare (Nasdaq: GEHC) – global medical technology, pharmaceutical diagnostics and digital solutions provider • Chief Financial Officer, Global Ultrasound (2009-2010) • Chief Financial Officer, Diagnostic Ultrasound (2006-2009) • Finance Manager, Global Operations GEMSIT (2002-2006) Education • BS in Engineering, University of Wisconsin • MBA, University of Wisconsin |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Compensation Committee
| • | reviewing and recommending to the Board the compensation of our directors; |
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation provided to our named executive officers for the years ended December 31, 2023 and 2022.
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Joseph Oliveto | 2023 | 601,520 | 1,028,621 | 292,000 | 55,950(4) | 1,978,092 | | Chief Executive Officer | 2022 | 584,000 | 2,060,115 | 266,255 | 55,457(5) | 2,965,827 | | David Bharucha | 2023 | 458,350 | 528,597 | 190,460 | 42,624(6) | 1,220,031 | | Chief Medical Officer | 2022 | 391,087 | 1,608,795 | – | 18,390(7) | 2,018,181 | | Amit Hasija | 2023 | 437,750 | 371,447 | 148,750 | 48,390(8) | 1,006,337 | | Chief Financial Officer and Executive Vice President of Corporate Development | 2022 | 425,000 | 721,398 | 135,548 | 42,633(9) | 1,324,579 |
Summary Compensation Table
| (1) Salary amounts represent actual amounts paid during 2023 and 2022, except as otherwise noted. See “—Narrative to the Summary Compensation Table—Annual Base Salary” below. |
Summary Compensation Table
| (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal years 2023 and 2022 computed in accordance with ASC 718 for share-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 9 to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the share options, the exercise of the share options, or the sale of the common shares underlying such share options. |
Summary Compensation Table
| (3) Reflects performance-based cash bonuses awarded to our named executive officers. See “—Non Equity Incentive Plan Compensation” below for a description of the material terms pursuant to which this compensation was awarded. |
Summary Compensation Table
| (4) Includes (i) $38,654 in company contributions to Mr. Oliveto’s 401(k) and (ii) $17,296 in company contributions to Mr. Oliveto’s life insurance premiums. |
Summary Compensation Table
| (5) Includes (i) $38,134 in company contributions to Mr. Oliveto’s 401(k) and (ii) $17,322 in company contributions to Mr. Oliveto’s life insurance premiums. |
Summary Compensation Table
| (6) Includes (i) $38,532 in company contributions to Dr. Bharucha’s 401(k) and (ii) $4,092 in company contributions to Dr. Bharucha’s life insurance premiums. |
Summary Compensation Table
| (7) Includes (i) $14,879 in company contributions to Dr. Bharucha’s 401(k) and (ii) $3,421 in company contributions to Dr. Bharucha’s life insurance premiums. |
Summary Compensation Table
| (8) Includes (i) $38,752 in company contributions to Mr. Hasija’s 401(k) and (ii) $9,638 in company contributions to Mr. Hasija’s life insurance premiums. |
Summary Compensation Table
| (9) Includes (i) $33,187 in company contributions to Mr. Hasija’s 401(k) and (ii) $9,447 in company contributions to Mr. Hasija’s life insurance premiums. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2023. Prior to our initial public offering in May 2019, we granted all share options pursuant to the 2011 Plan. Following our initial public offering, we have granted equity incentive awards under the terms of the 2019 Plan, except as otherwise noted. The terms of our equity plans are described below under “—Equity Incentive Plans.”
Outstanding Equity Awards at Fiscal Year-End
| | | | OPTION AWARDS | | | | | NAME AND PRINCIPAL POSITION | GRANT DATE | VESTING COMMENCEMENT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) (EXERCISABLE) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) (UNEXERCISABLE) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | | Joseph Oliveto | 10/27/2016 | 9/19/2016 | 121,574 | - | 1.12 | 9/19/2026 | | Chief Executive Officer | 1/3/2017 | 9/19/2016 | 8,960 | - | 1.12 | 1/3/2027 | | | 12/12/2017 | 9/19/2016 | 108,491 | - | 1.54 | 9/19/2027 | | | 12/12/2017 | 10/19/2016 | 5,365 | - | 1.54 | 9/19/2027 | | | 10/26/2018 | 9/19/2016 | 11,970 | - | 2.66 | 10/25/2028 | | | 10/26/2018 | 9/19/2016 | 179,509 | - | 2.66 | 10/25/2028 | | | 11/21/2018 | 1/21/2020 | 75,196 | - | 2.66 | 11/21/2028 | | | 11/21/2018 | 11/21/2018 | 187,996 | | 2.66 | 11/21/2028 | | | 6/5/2020(2) | 6/5/2020 | 150,000 | - | 3.74 | 6/5/2030 | | | 3/24/2021(2) | 1/24/2022 | 1 | 17,650(1) | 6.26 | 3/24/2031 | | | 3/24/2021(2) | 3/24/2021 | 460,624 | 191,725(1) | 6.26 | 3/24/2031 | | | 3/21/2022(2) | 1/21/2025 | - | 18,315(1) | 5.46 | 3/21/2032 | | | 3/21/2022(2) | 3/21/2022 | 218,750 | 262,935(1) | 5.46 | 3/21/2032 | | | 2/16/2023(2) | 2/16/2023 | - | 360,000(1) | 3.59 | 2/16/2033 | | Amit Hasija | 6/5/2020(2) | 6/5/2020 | 115,000 | - | 3.74 | 6/5/2030 | | Chief Financial Officer and Executive Vice President of Corporate Development | 3/24/2021(2) | 3/24/2021 | 2 | 25,113(1) | 6.26 | 3/24/2031 | | | 3/24/2021(2) | 3/24/2021 | 164,998 | 49,887(1) | 6.26 | 3/24/2031 | | | 3/21/2022(2) | 1/21/2024 | - | 12,054(1) | 5.46 | 3/21/2032 | | | 3/21/2022(2) | 3/21/2022 | 76,562 | 86,384(1) | 5.46 | 3/21/2032 | | | 2/16/2023(2) | 2/16/2023 | - | 130,000(1) | 3.59 | 2/16/2033 | | David Bharucha | 2/15/2022(3) | 2/15/2022 | 151,250 | 178,750(1) | 6.47 | 2/15/2032 | | Chief Medical Officer | 2/16/2023(2) | 2/16/2023 | - | 185,000(1) | 3.59 | 2/16/2033 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The common shares underlying the options vest as to 25% on the first anniversary of the vesting commencement date, and the remaining shares vest in 36 equal monthly installments thereafter, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Granted pursuant to the terms of our 2019 Plan. See “—Equity Incentive Plans—2019 Plan” below for additional information. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Granted outside of our 2019 Plan. See "—Certain Relationships and Related Transactions—Option Awards" below for additional information. |
Potential Payments and Benefits upon Termination or Change in Control
Potential Payments and Benefits upon Termination or Change in Control Regardless of the manner in which a named executive officer’s employment with us terminates, the named executive officer is entitled to receive amounts earned during his term of service, including salary and accrued unused vacation pay. In addition, each of our named executive officers is eligible to receive certain benefits pursuant to his employment agreement with us as follows:
Non-Employee Director Compensation
Non-Employee Director Compensation Prior to our initial public offering in May 2019, we did not historically have a formal compensation policy with respect to service on our Board, but we had reimbursed our non-employee directors for direct expenses incurred in connection with attending meetings of our Board or its committees, and occasionally granted share options. In April 2019, our Board approved a non-employee director compensation policy that became effective in connection with our initial public offering in May 2019. This policy was amended in April 2020, February 2023, July 2023 and March 2024 and was most recently amended again in July 2024. Under this policy, as amended, we pay each of our non-employee directors a cash retainer for service on the Board and for service on each committee on which the director is a member. The chairperson of each committee receives a higher retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our Board or the applicable committee. No retainers were paid in respect of any period prior to the completion of our initial public offering in May 2019. The retainers paid to non-employee directors for service on the Board and for service on each committee of the Board on which the director is a member are as follows:
Non-Employee Director Compensation
| Position | Annual Service Retainer | Chairperson Additional Annual Retainer | | Board of Directors | $42,500 | $30,000 | | Audit Committee | 10,000 | 20,000 | | Compensation Committee | 7,500 | 15,000 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 |
Non-Employee Director Compensation
In addition, under our non-employee director compensation policy, each non-employee director elected to our Board receives an option to purchase 42,000 of our common shares. The shares subject to each such option vest monthly over a three-year period, subject to the director’s continued service as a director. Further, on the date of the annual meeting of the shareholders, each non-employee director that continues to serve as a non-employee member on our Board will receive an option to purchase 80,000 of our common shares. The shares subject to each such option will vest in twelve equal monthly installments following the date of grant, provided that such grant shall in any case vest in full on the date of the next year’s annual grant, subject to the director’s continued service as a director, and provided further, that such shares will vest in full upon a change in control (as defined in the 2019 Plan). The exercise price per share of these options will equal the fair market value of our common shares on the date of grant. This policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our shareholders.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board by our non-employee directors during the year ended December 31, 2023. Joseph Oliveto also served on our Board, but did not receive any additional compensation for his service as a director and therefore is not included in the table below. Seth H.Z. Fischer was appointed to our board in March 2023. The compensation for Joseph Oliveto as a named executive officer is set forth above under “—Summary Compensation Table.”
Director Compensation Table
| NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($)(1)(2) | TOTAL ($) | | Robert J. Wills | 86,500 | 90,265 | 176,765 | | Seth H.Z. Fischer(3) | 48,000 | 205,857 | 253,857 | | Lisa M. Giles(4) | 65,500 | 90,265 | 155,765 | | Debra K. Liebert | 59,000 | 90,265 | 149,265 | | Richard Pasternak(4) | 59,000 | 90,265 | 149,265 | | Michael Tomsicek | 63,000 | 90,265 | 153,265 |
Director Compensation Table
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal year 2019 computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 9 to our audited consolidated financial statements included elsewhere in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the share options, the exercise of the share options or the sale of the common shares underlying such share options. |
Director Compensation Table
| (2) The following table provides information regarding the number of common shares underlying share options granted to our non-employee directors that were outstanding as of December 31, 2023: |
Director Compensation Table
| NAME | OPTION AWARDS OUTSTANDING AT YEAR-END | | Robert J. Wills | 120,000 | | Seth H.Z. Fischer | 72,000 | | Lisa M. Giles | 120,000 | | Debra K. Liebert(a) | 124,000 | | Richard Pasternak(a) | 124,000 | | Michael Tomsicek | 132,447 |
Director Compensation Table
| (a) Debra K. Liebert and Richard Pasternak ceased to be directors upon their retirement as of the date of the Meeting. |
Director Compensation Table
| (3) Seth H.Z. Fischer was appointed to our board in March 2023. All information regarding compensation and awards in this section reflects the compensation of Mr. Fischer as a director from and after March 2023. |
Director Compensation Table
| (4) Debra K. Liebert and Richard Pasternak retired from the Board as of the date of the Meeting, in connection with the Cooperation Agreement and the amount in the Fees Earned or Paid in Cash column reflect actual compensation earned by or paid to Ms. Liebert and Mr. Pasternak during 2023. |
BOARD OF DIRECTORS
BOARD OF DIRECTORS The board of directors (the “Board”) of Milestone Pharmaceuticals Inc. (the “Company”) is elected by shareholders and is responsible for the stewardship of the activities and affairs of the Company. The Board seeks to discharge such responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management to oversee that the strategic planning and organizational structure preserve and enhance the business of the Company and the Company’s underlying value.