DEF 14A of Geron Corp
Filed Mar 27, 2024 · FY20230001140361-24-015662
Class I Directors (Term Expiring at the 2024 Annual Meeting)
Class I Directors (Term Expiring at the 2024 Annual Meeting)
Class I Directors (Term Expiring at the 2024 Annual Meeting)
| John F. McDonald AGE: 63 DIRECTOR SINCE: 2022 | John F. McDonald has served as a director of Geron since September 2022. Since October 2018, Mr. McDonald has served as Corporate Vice President, Global Head of Business Development and Mergers and Acquisitions, for Novo Nordisk A/S, a global pharmaceutical company, where he leads business development and merger and acquisition activities, investment strategies and participates in the creation of research, early development, and therapeutic pipeline diversification and augmentation strategies. From 2011 to 2018, Mr. McDonald was Vice President, Business Development, at Biogen Inc., a biopharmaceutical company, where he led business development and negotiated numerous strategic alliances, licenses and acquisitions. From 2006 to 2011, Mr. McDonald served as Managing Director at MPM Capital LP, an investment firm, where he served as the primary business development and asset strategy resource for multiple portfolio companies. Prior to 2006, Mr. McDonald held business development, corporate strategy, and legal roles of increasing responsibility at various biopharmaceutical companies, including at Millennium Pharmaceuticals Inc., a biotechnology company (now a Takeda Oncology Company, a pharmaceutical company), Genzyme Corp., a biopharmaceutical company (now part of Sanofi, a pharmaceutical company) and Genentech, Inc., a biopharmaceutical company (now a member of the Roche Group, a pharmaceutical company). In those roles, Mr. McDonald developed relationships with numerous academic institutions, as well as biotechnology and pharmaceutical companies of all stages. Mr. McDonald holds a J.D. from the University of California College of the Law, San Francisco and an M.B.A. and B.S. from the Haas School of Business, University of California, Berkeley. | | | The Board believes Mr. McDonald’s extensive experience in business development related to pharmaceutical products, as well as his deep understanding of creating strategic relationships in the pharmaceutical industry, qualifies Mr. McDonald to BE ELECTED as a director. |
Class I Directors (Term Expiring at the 2024 Annual Meeting)
| Geron Corporation | 14 | 2024 Proxy Statement |
Class I Directors (Term Expiring at the 2024 Annual Meeting)
| John A. Scarlett, M.D. AGE: 73 DIRECTOR SINCE: 2011 | John A. Scarlett, M.D. has served as our Chief Executive Officer and a director since September 2011 and President since January 2012 and was appointed as Chairman of the Board in December 2018. Dr. Scarlett served as a director of CytomX Therapeutics, Inc., a biopharmaceutical company focused on developing antibody therapeutics for the treatment of cancer, from June 2016 to June 2022. He was also a director for Chiasma, Inc., a biopharmaceutical company focused on transforming injectable drugs into oral medications, from February 2015 until its acquisition by Amyrt Pharma plc, a biopharmaceutical company, in August 2021. Prior to joining Geron, Dr. Scarlett served as President, Chief Executive Officer and a member of the board of directors of Proteolix, Inc., a privately held, oncology-oriented biopharmaceutical company, from February 2009 until its acquisition by Onyx Pharmaceuticals, Inc., an oncology-oriented biopharmaceutical company, in November 2009. From February 2002 until its acquisition by Ipsen, S.A. in October 2008, Dr. Scarlett served as the Chief Executive Officer and a member of the board of directors of Tercica, Inc., an endocrinology-oriented biopharmaceutical company, and also as its President from February 2002 through February 2007. From March 1993 to May 2001, Dr. Scarlett served as President and Chief Executive Officer of Sensus Drug Development Corporation. In 1995, he co-founded Covance Biotechnology Services, Inc., a contract biopharmaceutical manufacturing operation, and served as a member of its board of directors from inception to 2000. From 1991 to 1993, Dr. Scarlett headed the North American Clinical Development Center and served as Senior Vice President of Medical and Scientific Affairs at Novo Nordisk Pharmaceuticals, Inc., a wholly owned subsidiary of Novo Nordisk A/S. Dr. Scarlett received his B.A. degree in chemistry from Earlham College and his M.D. from the University of Chicago, Pritzker School of Medicine. | | | As the only management representative on the Board, Dr. Scarlett brings management’s perspective to the Board’s discussions about Geron’s business and strategic direction. In addition, the Board believes Dr. Scarlett’s deep understanding of what makes businesses work effectively and efficiently, as well as his medical background and extensive drug development experience, provide valuable insights to the Board AND QUALIFY DR. SCARLETT TO BE ELECTED AS A DIRECTOR. See discussion below regarding Board Leadership and Governance in connection with the appointment of a Lead Independent Director who provides leadership for the independent members of the Board. |
Class I Directors (Term Expiring at the 2024 Annual Meeting)
| Geron Corporation | 15 | 2024 Proxy Statement |
Class I Directors (Term Expiring at the 2024 Annual Meeting)
| Robert J. Spiegel, M.D., FACP AGE: 73 DIRECTOR SINCE: 2010 | Robert J. Spiegel, M.D., FACP has served as a director of Geron since May 2010. Dr. Spiegel currently serves as an Associate Professor at the Weill Cornell Medical School, a Senior Advisor to Warburg Pincus, a private equity firm; and an Advisor to the Israel Biotech Fund, a venture investment fund. He is also a member of the boards of directors of Cyclacel Pharmaceuticals, Inc., a biopharmaceutical company developing targeted medicines for cancer and other proliferative diseases, since September 2018; Ayala Pharmaceuticals, a clinical-stage oncology company, since December 2017; and RenovoRx, a clinical-stage oncology company, since April 2023. In the last five years, he has previously served as a director for PDS Biotechnology Corporation (formerly Edge Therapeutics, Inc.), a biotechnology company, from August 2013 to March 2019, and Athenex, a biopharmaceutical company, from August 2020 to September 2023. From March 2011 to April 2016, Dr. Spiegel served as Chief Medical Officer of PTC Therapeutics, Inc., a biopharmaceutical company focused on discovering and developing treatments for rare disorders. In 2009, after 26 years with the Schering-Plough Corporation (now Merck & Co.), a global healthcare company, Dr. Spiegel retired as Chief Medical Officer and Senior Vice President of the Schering-Plough Research Institute, the pharmaceutical research arm of the Schering-Plough Corporation. His career at Schering-Plough involved various positions, including Director of clinical research for oncology, Vice President of clinical research, and Senior Vice President of worldwide clinical research. Following a residency in internal medicine, Dr. Spiegel completed a fellowship in medical oncology at the National Cancer Institute, and from 1981 to 1999 he held academic positions at the National Cancer Institute and New York University Cancer Center. Dr. Spiegel holds a B.A. from Yale University and an M.D. from the University of Pennsylvania. | | | The Board believes Dr. Spiegel’s extensive medical experience developing oncology products, his deep understanding of pharmaceutical research and development, and broad expertise in gaining regulatory approval for drug candidates, enhances the Board’s ability to critically assess the progress and potential of imetelstat, and qualifies Dr. Spiegel to BE ELECTED as a director. |
Class I Directors (Term Expiring at the 2024 Annual Meeting)
The Board of Directors unanimously recommends that stockholders vote FOR the election of all of the Class I director nominees named herein to the board of directors
Class I Directors (Term Expiring at the 2024 Annual Meeting)
| Geron Corporation | 16 | 2024 Proxy Statement |
Class I Directors (Term Expiring at the 2024 Annual Meeting)
Members of the Board of Directors Continuing in office after the Annual Meeting Set forth below is a brief biography of each continuing director composing the remainder of the Board with terms expiring as shown, including the periods during which they have served as a director of Geron, and information furnished by them as to principal occupations and public company directorships held by them. The biographies below also include a discussion of the specific experience, qualifications, attributes or skills of each continuing director that led the Nominating and Corporate Governance Committee and the Board to conclude, as of the date of this Proxy Statement, that the applicable director should continue to serve as a director.
Class II Directors (Term Expiring at the 2025 Annual Meeting)
Class II Directors (Term Expiring at the 2025 Annual Meeting)
Class II Directors (Term Expiring at the 2025 Annual Meeting)
| Dawn C. Bir AGE: 53 DIRECTOR SINCE: 2019 | Dawn C. Bir has served as a director of Geron since March 2019. Ms. Bir served as the Chief Commercial Officer of Reata Pharmaceuticals, Inc., a biopharmaceutical company where she led marketing, market access, sales, and commercial operations, from September 2016 until Reata’s acquisition by Biogen, Inc. in September 2023. From February 2013 to September 2016, Ms. Bir served as Vice President of Sales with Pharmacyclics LLC, an AbbVie company, where she built and led their first hematology national sales organization, and was responsible for the launch of IMBRUVICA in the United States and Puerto Rico. From October 2011 to February 2013, Ms. Bir served as Vice President of Sales & Marketing of SKY Pharmaceuticals Packaging, Inc. & Rx Pak, a unit within the U.S. pharmaceutical and specialty solutions division of McKesson Corporation, a global healthcare company, where she was responsible for two companies and revenue centers, and led multiple functions, including sales, marketing, contract management, project management and customer service. From 1996 to October 2011, Ms. Bir held several commercial and sales positions of increasing responsibility within Genentech, Inc., a member of the Roche Group, a global pharmaceutical company, and Bristol Myers Squibb Company, a global pharmaceutical company. Ms. Bir holds a B.S. in Biology from Binghamton University. | | | The Board believes Ms. Bir’s extensive commercial, sales and marketing expertise, including with hematology-oncology products, broadens the Board’s ability to advise, evaluate and analyze future potential commercialization activities for imetelstat, especially in the United States, as well as to provide insights into the competitive landscape of other hematology-oncology products. This knowledge and experience, together with her strong leadership ability as a female executive in the healthcare industry, qualify Ms. Bir to serve as a director. |
Class II Directors (Term Expiring at the 2025 Annual Meeting)
| Geron Corporation | 17 | 2024 Proxy Statement |
Class II Directors (Term Expiring at the 2025 Annual Meeting)
| Elizabeth G. O’Farrell AGE: 59 DIRECTOR SINCE: 2019 | Elizabeth G. O’Farrell has served as a director of Geron since March 2019. Ms. O’Farrell also serves as a member of the boards of directors of LENSAR, Inc., a global medical technology company, since February 2021; and Genmab A/S, a global oncology company, since March 2022. She served as a member of the board of directors of Inhibikase Therapeutics, a pharmaceutical company focused on treatments of neurological infections and neurodegenerative diseases, from March 2019 to September 2022. Ms. O’Farrell also served as a board member of the YMCA of Greater Indianapolis from 2006 until 2017, including as its chairperson from 2014 to 2016. In December 2017, Ms. O’Farrell retired from a 24-year career with Eli Lilly and Company, a global pharmaceutical company, where she held several senior management positions in finance and corporate governance, most recently serving as Chief Procurement Officer and Head of Global Shared Services from January 2012 to December 2017. Prior to that position, she also served as Senior Vice President, Policy and Finance; Senior Vice President, Finance; Chief Financial Officer, Lilly USA; Chief Financial Officer, Lilly Canada; and General Auditor. Before joining Eli Lilly, Ms. O’Farrell was an accountant with Boise Cascade Office Products, and served as an auditor at Whipple & Company, a professional accountancy firm, and Price Waterhouse, an international public accounting firm. Ms. O’Farrell holds a B.S. in accounting with honors and an M.B.A. in management information systems, both from Indiana University. | | | Ms. O’Farrell’s significant financial, operational and corporate governance expertise strengthens the Board’s collective knowledge related to compliance, financial reporting and internal controls. In addition, Ms. O’Farrell’s management and leadership experience, gained through the various management roles she has held, also provides unique and valuable insights to the Board regarding organizational development for a growing company, as Geron pursues late-stage development and potential commercialization of imetelstat. The Board believes Ms. O’Farrell’s knowledge and experience as a senior female executive with a long tenure at a large global pharmaceutical company qualify Ms. O’Farrell to serve as a director. |
Class II Directors (Term Expiring at the 2025 Annual Meeting)
| Geron Corporation | 18 | 2024 Proxy Statement |
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
| V. Bryan Lawlis, Ph.D. AGE: 72 DIRECTOR SINCE: 2012 | V. Bryan Lawlis, Ph.D. has served as a director of Geron since March 2012. He also serves as a member of the board of directors of BioMarin Pharmaceutical, Inc., a biopharmaceutical company specializing in rare genetic diseases, since June 2007. In addition, he has served as an advisor to Convergent Ventures (formerly Phoenix Venture Partners), a venture capital firm, since October 2015. Dr. Lawlis previously served as a director of Sutro Biopharma, Inc., a biologics platform company specializing in therapeutics for cancer and autoimmune disorders, from January 2004 to June 2019; Coherus BioSciences, Inc., a biologics platform company specializing in biosimilars, from May 2014 to May 2021; and Aeglea BioTherapeutics, Inc., a biotechnology company specializing in human enzyme therapeutics for rare genetic diseases and cancer, from July 2018 to June 2022. Dr. Lawlis was the President and Chief Executive Officer of Itero Biopharmaceuticals LLC, a privately-held, early stage biopharmaceutical company that he co-founded, from 2006 to 2011. Dr. Lawlis also held several senior management positions in the biopharmaceutical industry, including President and Chief Executive Officer of Aradigm Corporation, a specialty drug company focused on drug delivery technologies, and President and Chief Executive Officer of Covance Biotechnology Services, a contract biopharmaceutical manufacturing operation, which he co-founded. Dr. Lawlis holds a B.A. in microbiology from the University of Texas at Austin and a Ph.D. in biochemistry from Washington State University. | | | The Board believes Dr. Lawlis’ extensive experience in manufacturing biotechnology and other pharmaceutical products, as well as his expertise in the research and development of drug products and in the management and conduct of clinical trials and drug regulatory processes, qualifies Dr. Lawlis to SERVE as a director. |
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
| Geron Corporation | 19 | 2024 Proxy Statement |
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
| Susan M. Molineaux, Ph.D. AGE: 70 DIRECTOR SINCE: 2012 | Susan M. Molineaux, Ph.D. has served as a director of Geron since September 2012. Dr. Molineaux has been the Chief Executive Officer at Para Therapeutics, Inc. since April 2023. Previously, she was Chief Executive Officer, President, and a member of the board of directors of Calithera Biosciences, Inc., since co-founding the company in June 2010 until March 2023. In January 2023, Calithera announced its intention to commence an orderly wind down of the company’s business and operations and ceased operations in 2023 after its board of directors approved a plan of complete liquidation and dissolution. Dr. Molineaux served as a member of the boards of directors of Cyteir Therapeutics, Inc., a clinical-stage DNA repair and synthetic lethality company, from December 2020 until May 2023, and Theravance Biopharma, Inc., a biopharmaceutical company, from April 2015 to April 2022. She has also been a Scientific Advisor to Lightstone Ventures, a private life sciences investment company, since September 2016. Dr. Molineaux co-founded Proteolix, Inc., a privately-held oncology-oriented biopharmaceutical company, where she served as Chief Scientific Officer from December 2003 until December 2005 and from February 2009 until November 2009, and as President and Chief Executive Officer from January 2006 until February 2009, until the company’s acquisition by Onyx Pharmaceuticals, Inc., a global oncology-oriented biopharmaceutical company, in November 2009. Previously, Dr. Molineaux held several senior management positions in the biopharmaceutical industry, including Vice President of Biology at Rigel Pharmaceuticals, Inc., a biopharmaceutical company focused on inflammatory and autoimmune diseases; Vice President of Biology at Praelux, Inc., a biopharmaceutical company; and Vice President of Drug Development at Praecis Pharmaceuticals, Inc., an oncology-focused biopharmaceutical company. Dr. Molineaux holds a B.S. in biology from Smith College, a Ph.D. in molecular biology from Johns Hopkins University, and completed a postdoctoral fellowship at Columbia University. | | | The Board believes Dr. Molineaux’s extensive experience in pharmaceutical and oncology drug development, her expertise in managing and conducting clinical trials, as well as her knowledge of the biotechnology industry and business, and healthcare related issues, combined with her experience as a female executive officer of a public company provides great value to the Board and contributes significantly to discussions and decision-making, which qualifies her to SERVE as a director. |
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
| Geron Corporation | 20 | 2024 Proxy Statement |
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
| Gaurav Aggarwal, M.D. AGE: 51 DIRECTOR SINCE: 2023 | Gaurav Aggarwal, M.D. has served as a director of Geron since November 2023. Dr. Aggarwal has been an investor in the life sciences sector for more than 20 years. Most recently he was Managing Director of global investment firm, Vivo Capital LLC, from 2016 to 2023 and Chief Investment Officer of its U.S. public investment fund from 2021 to 2023. Dr. Aggarwal previously served as the Chief Business Officer of Ocera Therapeutics, Inc., a publicly traded clinical stage company developing therapies for orphan liver conditions, from April 2014 through October 2016; as Managing Director of Investor Growth Capital from January 2013 through December 2013; and as a General Partner at Panorama Capital, L.P., a venture capital fund, from August 2006 through December 2012. Earlier in his career, Dr. Aggarwal was an associate with JPMorgan Partners, LLC, a private equity division of JPMorgan Chase & Co. Dr. Aggarwal has served on the board of Unicycive Therapeutics, Inc. since March 2023, and previously served on the Boards of Directors of Sierra Oncology, Inc. (acquired by GlaxoSmithKline plc), Hyperion Therapeutics, Inc. (acquired by Horizon Pharma plc), and on several privately held biopharmaceutical companies. Dr. Aggarwal received his B.S. in Agricultural Economics from Cornell University and his M.D. from Columbia University, College of Physicians & Surgeons. | | | The Board believes Dr. Aggarwal’s extensive experience as an investor in the life sciences sector, as well as his experience with the evaluation of strategic decision making for life sciences companies as a member of the investment community, provides great value to the Board and contributes significantly to discussions and decision-making, which qualifies him to serve as a director. |
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
| Geron Corporation | 21 | 2024 Proxy Statement |
Class III Director Nominees (Term Expiring at the 2026 Annual Meeting)
Board Leadership and Governance We have an ongoing commitment to excellence in corporate governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our processes, policies and procedures in light of such developments. Key information regarding our corporate governance initiatives can be found on the Corporate Governance page under the Investors & Media section of our website at https://ir.geron.com/investors/corporate-governance/, including our Corporate Governance Guidelines, Code of Conduct, Insider Trading Policy and the charters for our Audit, Compensation, Nominating and Corporate Governance, and Strategic committees. We believe that our corporate governance policies and practices, including the substantial percentage of independent directors on our Board and the leadership provided by our Lead Independent Director, Ms. O’Farrell, empower our independent directors to effectively oversee our management – including the performance of our Chief Executive Officer – and provide an effective and appropriately balanced board governance structure.
Compensation Committee
| • | reviewing and making recommendations to our Board regarding non-employee director compensation and benefits; |
Director Nominees Recommended by Stockholders
Director Nominees Recommended by Stockholders The Nominating and Corporate Governance Committee, to date, has not adopted a formal policy with regard to the consideration of director candidates recommended by stockholders and will consider director candidates recommended by stockholders on a case-by-case basis, as appropriate. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee should send written notice to the Nominating and Corporate Governance Committee Chairperson, Geron Corporation, 919 E. Hillsdale Blvd., Suite 250, Foster City, California 94404, within the time periods set forth under the subsection entitled “Stockholder Nominations and Proposals for 2025 Annual Meeting”. Such notification should set forth all information relating to such nominee as is required to be disclosed in solicitations of proxies for elections of directors pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected, the name and address of such stockholder or beneficial owner on whose behalf the nomination is being made, the class and number of shares of the Company owned beneficially and of record by such stockholder or beneficial owner, and all information regarding the nominee that would be required to be included in the Company’s proxy statement by the rules of the SEC, including the nominee’s age, business experience for the past five years and any directorships held by the nominee during the past five years. The Nominating and Corporate Governance Committee does not intend to alter the procedure by which it evaluates candidates based on whether the candidate was recommended by a stockholder or not.
Director Compensation Table
Director Compensation Table The following table provides compensation information for the 2023 fiscal year for each non-employee director of the Board who served in such capacity during the 2023 fiscal year. Dr. Scarlett does not receive any compensation for his Board service.
Director Compensation Table
| Non-Employee Director | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Aggarwal, Gaurav(3) | 4,157(4) | 286,660 | 290,817 | | Bir, Dawn | 49,721 | 293,400 | 343,121 | | Eastham, Karin(5) | 36,538 | — | 36,538 | | Lawlis, V. Bryan | 67,500 | 293,400 | 360,900 | | McDonald, John | 55,000 | 293,400 | 348,400 | | Molineaux, Susan | 52,496(6) | 293,400 | 345,896 | | O'Farrell, Elizabeth | 82,129 | 293,400 | 375,529 | | Spiegel, Robert | 57,498(7) | 293,400 | 350,898 |
Director Compensation Table
| (1) Consists of the annual retainer fee for service as a member of the Board of Directors or any Board committee. For further information concerning such fees, see the sub-section above entitled “Cash Compensation.” |
Director Compensation Table
| (2) Amounts do not reflect dollar amounts actually received by our non-employee directors and instead, in accordance with SEC rules, represent the aggregate grant date fair value of stock option awards granted to our non-employee directors during the 2023 fiscal year, as calculated in accordance with Financial Accounting |
Director Compensation Table
| Geron Corporation | 39 | 2024 Proxy Statement |
Director Compensation Table
Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Refer to Note 9 of the consolidated financial statements in our Annual Report on Form 10-K for the 2023 fiscal year regarding assumptions underlying the valuation of stock option awards and the calculation method. For information regarding the aggregate number of stock option awards held by the non-employee directors of the Board as of December 31, 2023, see the sub-section entitled “Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors.”
Director Compensation Table
| (3) Gaurav Aggarwal, M.D. was appointed to the Board in November 2023 and the amount in the Fees Earned or Paid in Cash column reflects actual compensation earned by or paid to Dr. Aggarwal, based on the portion of the year he provided service. |
Director Compensation Table
| (4) Includes fees paid in stock in lieu of cash through the issuance of an aggregate 1,970 shares of Common Stock under the Directors Market Value Plan. |
Director Compensation Table
| (5) Ms. Eastham retired from the Board upon the expiration of her term as a Class III director on May 31, 2023, and the amount in the Fees Earned or Paid in Cash column reflects actual compensation earned by or paid to Ms. Eastham until the time of her retirement. |
Director Compensation Table
| (6) Includes fees paid in stock in lieu of cash through the issuance of an aggregate 22,547 shares of Common Stock under the Directors Market Value Plan. |
Director Compensation Table
| (7) Includes fees paid in stock in lieu of cash through the issuance of an aggregate 12,347 shares of Common Stock under the Directors Market Value Plan. |
Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors
Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors The following table sets forth stock options outstanding for each non-employee director included in the Director Compensation Table above as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors
| Non-Employee Director | Option Awards Outstanding as of December 31, 2023 | | Aggarwal, Gaurav | 200,000 | | Bir, Dawn | 606,000 | | Eastham, Karin(1) | — | | Lawlis, V. Bryan | 726,000 | | McDonald, John | 325,000 | | Molineaux, Susan | 726,000 | | O'Farrell, Elizabeth | 606,000 | | Spiegel, Robert | 691,000 |
Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors
| (1) Ms. Eastham ceased to be a director upon the expiration of her term on May 31, 2023. |
Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors
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Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors
Proposal Two Advisory Vote to Approve Named Executive Officer Compensation As required by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, the Board is requesting stockholders to vote, on a non-binding advisory basis, to approve the compensation paid to our Named Executive Officers (as defined under the section entitled, “Executive Compensation”), as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and our executive compensation philosophy, policies and practices described in this Proxy Statement. The overall compensation of our Named Executive Officers subject to the vote is disclosed in this Proxy Statement in the sub-sections entitled “Summary Compensation Table” and “Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table.” The Compensation Committee continually reviews our executive compensation program to determine whether such program achieves our desired goals of aligning our executive compensation strategy and structure with our stockholders’ interests and current market practices. In 2017 and again in 2023, when considering the say on pay frequency, our stockholders approved an annual advisory vote. At the 2023 Annual Meeting, approximately 92.1% of the votes cast were to approve our executive compensation program. The Compensation Committee reviewed the result of this vote, and, in light of the approval by a substantial majority of our stockholders of the compensation programs described in our 2023 proxy statement, did not implement any significant changes to our executive compensation program as a result of the vote. As discussed in detail in the section entitled “Executive Compensation” of this Proxy Statement, our executive compensation strategy and structure is designed to motivate our executive management team to create long-term value for our stockholders through the achievement of strategic business objectives, while effectively managing the risks and challenges inherent in a late-stage clinical and pre-commercial biopharmaceutical company. As the long-term success of Geron depends on the talents of our employees, our compensation structure plays a significant role in our ability to attract, retain and motivate the highest quality workforce in a competitive employment environment in both the San Francisco Bay Area and northern New Jersey, while also promoting a high-performance culture. The Compensation Committee believes the emphasis on pay for performance in our executive compensation program strongly aligns with the long-term interests of our stockholders. Please read the “Executive Compensation” section of this Proxy Statement for additional details about our executive compensation program, including information about the 2023 compensation of our Named Executive Officers.
Outstanding Equity Awards at Fiscal Year-End for Non-Employee Directors
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Compensation Highlights
| • | Base Salaries: We made modest adjustments to base salaries in 2023 based on our review of our position to market against our compensation peer group, and considering the roles and responsibilities of our NEOs. Adjustments made directly align our NEO salaries with our compensation philosophy. |
Compensation Highlights
| • | Annual Bonus: Our annual bonus program continues to align our NEOs with our overall corporate strategy. Based on the Compensation Committee’s assessment of our overall performance, the corporate objective portion of the 2023 target bonus levels funded at 100% for our NEOs. Our CEO’s bonus is based solely on Company performance. Bonuses for our NEOs, other than our CEO, factor in both Company and individual performance. Consistent with our pay for performance philosophy, the individual bonus achievement ranged between 120% to 130% for our NEOs. |
Compensation Highlights
| • | Annual Equity Awards: In 2023, our NEOs received long-term incentive awards in the form of stock options, including performance-based options for our NEOs who were hired in 2023 that were consistent with the performance-based options that had been previously granted to our other NEOs. |
Summary Compensation Table
Summary Compensation Table The following table includes information concerning compensation for the years ended December 31, 2023 and 2022 with respect to our Named Executive Officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John A. Scarlett, M.D. Chairman of the Board, President and Chief Executive Officer | 2023 | 787,000 | 17,906 | 3,563,000 | 493,694 | 62,492 | 4,924,092 | | | 2022 | 761,320 | — | 1,468,740 | 671,000 | 96,142 | 2,997,202 | | Andrew J. Grethlein, Ph.D. Executive Vice President, Chief Operating Officer | 2023 | 525,000 | 5,007 | 1,588,080 | 281,093 | 15,911 | 2,415,091 | | | 2022 | 507,546 | — | 524,550 | 302,500 | 37,153 | 1,371,749 | | Michelle J. Robertson Executive Vice President, Finance, Chief Financial Officer and Treasurer (as of September 25, 2023) | 2023 | 141,346 | 126,194 | 2,128,680 | 67,006 | 6,433 | 2,469,659 | | Scott A. Samuels Executive Vice President, Chief Legal Officer and Secretary (as of August 1, 2023) | 2023 | 218,750 | 151,838 | 3,123,360 | 103,162 | 11,567 | 3,608,677 |
Summary Compensation Table
| (1) For Dr. Scarlett and Dr. Grethlein, amounts reflect the discretionary portion of their annual performance-based bonus. For Ms. Robertson, $1,194 represents the discretionary portion of her annual performance-based bonus and $125,000 reflects a cash sign-on bonus paid in connection with commencement of employment, which bonus is subject to repayment if such Named Executive Officer voluntarily leaves the Company before the one-year anniversary of commencement of employment (“Commencement Bonus”). For Mr. Samuels, $1,838 represents the discretionary portion of his annual performance-based bonus and $150,000 represents the amount of his Commencement Bonus. For further discussion on the Commencement Bonus, see the sub-section entitled “New Hire Sign-On Bonuses.” For further discussion on performance-based bonuses paid for 2023, see the sub-section entitled “2023 Annual Performance-Based Bonuses.” |
Summary Compensation Table
| (2) Amounts do not reflect dollar amounts actually received by our Named Executive Officer and instead, in accordance with SEC rules, represent the aggregate grant date fair value of stock option awards granted during the applicable fiscal year as calculated in accordance with FASB ASC Topic 718. Refer to Note 9 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of stock options on awards and the calculation method. The grant date fair value for the performance-based stock options of 250,000 shares granted in 2023 to each of Ms. Robertson and Mr. Samuels that vest upon attainment of certain performance conditions, based upon the then-probable outcome of the performance conditions as computed in accordance with FASB ASC Topic 718, was zero for each stock option. Accordingly, for 2023, amounts shown under the “Option Awards” column do not include any value for these performance-based stock options. The grant date fair value of Ms. Robertson’s and Mr. Samuels’ performance-based stock options determined in accordance with FASB ASC Topic 718 based upon achieving the maximum level of performance (which is also the target level of performance) under the respective performance conditions is $321,825 and $479,300, respectively Refer to the tables under the sub-section entitled “Outstanding Equity Awards at Fiscal Year-End” for information as to each Named Executive Officers’ vested and unvested stock option holdings, and under the sub-section entitled “2023 Stock Option Grants” for the number of stock options granted during 2023. |
Summary Compensation Table
| (3) Amounts disclosed under the “Non-Equity Incentive Plan Compensation” column represent the portion of the annual performance-based bonuses earned pursuant to objective performance criteria established as part of our annual performance-based bonus plan for the indicated year for the achievement of pre-established corporate and other goals. For further discussion on performance-based bonuses paid for 2023, see the sub-section entitled “2023 Annual Performance-Based Bonuses.” |
Summary Compensation Table
| Geron Corporation | 48 | 2024 Proxy Statement |
Summary Compensation Table
| (4) Amounts shown include, as applicable: (i) reimbursements for housing, travel expenses and working from home reimbursements; (ii) the portion of life and disability insurance premiums paid by the Company; and (iii) the matching contribution made to the Geron 401(k) Plan on behalf of each Named Executive Officer. Amounts for the 2023 fiscal year were as follows: |
Summary Compensation Table
| Named Executive Officer | Housing Allowance ($) | Commute Travel Reimbursement ($) | Insurance Premiums ($) | 401(k) Match ($)(a) | Working from Home Reimbursement ($) | Total ($) | | John A. Scarlett, M.D. | 48,000 | 11,703 | 1,589 | — | 1,200 | 62,492 | | Andrew J. Grethlein, Ph.D. | — | — | 1,961 | 13,000 | 950 | 15,911 | | Michelle J. Robertson | — | — | 490 | 5,493 | 450 | 6,433 | | Scott A. Samuels | — | — | 817 | 10,000 | 750 | 11,567 |
Summary Compensation Table
| (a) Under Geron’s 401(k) Plan, all participating employees may contribute up to the annual Internal Revenue Service contribution limit. In December 2023, the Compensation Committee approved a matching contribution equal to 50% of each employee’s annual contributions during 2023. The matching contributions were paid in cash in February 2024. |
Summary Compensation Table
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table includes information with respect to all outstanding stock options held by our Named Executive Officers as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | | | Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($/Sh) | Option Expiration Date | | John A. Scarlett, M.D. | 02/11/14(1) | 1,340,000 | | | 5.090 | 02/11/24 | | | 03/13/15 | 600,000 | — | — | 4.340 | 03/13/25 | | | 02/11/16 | 600,000 | — | — | 2.540 | 02/11/26 | | | 02/09/17 | 1,050,000 | — | — | 2.150 | 02/09/27 | | | 01/31/18 | 1,050,000 | — | — | 2.450 | 01/31/28 | | | 11/07/18 | 500,000(3) | — | | 1.720 | 11/06/28 | | | 11/07/18 | — | — | 1,000,000(4) | 1.720 | 11/06/28 | | | 01/30/19 | 1,050,000 | | — | 1.030 | 01/29/29 | | | 02/12/20(2) | 558,469 | 24,281 | — | 1.295 | 02/11/30 | | | 02/02/21(2) | 425,000 | 175,000 | — | 2.055 | 02/01/31 | | | 02/16/22(2) | 962,500 | 1,137,500 | — | 1.060 | 02/15/32 | | | 02/22/23(2) | 364,583 | 1,385,417 | — | 2.830 | 02/21/33 | | Andrew J. Grethlein, Ph.D. | 02/10/14(1) | 200,000 | — | — | 5.010 | 02/10/24 | | | 03/13/15 | 105,000 | — | — | 4.340 | 03/13/25 | | | 02/11/16 | 105,000 | — | — | 2.540 | 02/11/26 | | | 02/09/17 | 161,471 | — | — | 2.150 | 02/09/27 | | | 01/31/18 | 186,018 | — | — | 2.450 | 01/31/28 | | | 11/07/18 | 221,544(3) | — | — | 1.720 | 11/06/28 | | | 11/07/18 | — | — | 452,804(4) | 1.720 | 11/06/28 | | | 01/30/19 | 236,121 | — | — | 1.030 | 01/29/29 | | | 02/12/20(2) | 279,234 | 12,141 | — | 1.295 | 02/11/30 | | | 02/02/21(2) | 212,500 | 87,500 | — | 2.055 | 02/01/31 | | | 02/16/22(2) | 343,750 | 406,250 | — | 1.060 | 02/15/32 | | | 02/22/23(2) | 162,500 | 617,500 | — | 2.830 | 02/21/33 | | Michelle J. Robertson | 09/25/23(5) | — | 1,350,000 | — | 2.170 | 09/24/33 | | | 09/25/23 | — | — | 250,000(4) | 2.170 | 09/24/33 | | Scott A. Samuels | 08/01/23(5) | — | 1,350,000 | — | 3.210 | 07/31/33 | | | 08/01/23 | — | — | 250,000(4) | 3.210 | 07/31/33 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Stock option expired unexercised. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Stock option vests in a series of 48 substantially equal consecutive monthly installments commencing from the grant date provided the executive officer continues to provide services to the Company. In addition to the specific vesting schedule for each stock option, each unvested stock option is subject to potential future vesting acceleration as described under the sub-section entitled “Severance and Change in Control Benefits” below. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Stock option vested fully and became exercisable upon written certification by the Compensation Committee of the achievement of acceptance for review by the FDA of an NDA for the first imetelstat indication. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Stock option vests fully and becomes exercisable, if at all, upon written certification by the Compensation Committee of the achievement of regulatory approval by the FDA of an NDA for the first imetelstat indication. In addition to the specific vesting schedule for each stock option, each unvested stock option is subject to potential future vesting acceleration as described under the sub-section entitled “Severance and Change in Control Benefits” below. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Stock option vests with respect to 12.5% of the shares on the six-month anniversary of grant and with respect to the remaining shares in a series of 42 equal consecutive monthly installments commencing thereafter, provided the executive officer continues to provide services to the Company. In addition to the specific vesting schedule for each stock option, each unvested stock option is subject to potential future vesting acceleration as described under the sub-section entitled “Severance and Change in Control Benefits” below. |
Outstanding Equity Awards at Fiscal Year-End
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Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table Appointed by our Board, the members of our Compensation Committee are independent of our management and meet the Nasdaq listing standards for independence. The Compensation Committee acts on behalf of the Board to oversee the compensation policies and practices applicable to our employees, including our Named Executive Officers. The three principal components of our executive compensation program for our Named Executive Officers in 2023 were base salary, annual performance-based (cash) bonus opportunity and equity compensation in the form of time-based options. In addition to time-based options, Ms. Robertson and Mr. Samuels also received equity compensation in the form of performance-based options consistent with grants made previously to our other Named Executive Officers. In the table below, we describe each compensation component, when it is paid, how we determine the amount or size of each component, and why we pay each component.
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
| | /---------Fixed Pay-------/ | /-------------------Variable Pay (At Risk)----------------/ | | | | Base Salary | Performance-Based Bonus(1) | Stock Options | | Form | Cash | Cash | Equity | | When paid/vested | Ongoing, twice monthly | Annual | Time-Based Stock Options: Subject to six-month cliff vesting for new-hire grants; equity fully vested after 4-years of continuous service Performance-Based Options: Vesting contingent upon regulatory approval by the FDA of an NDA for the first imetelstat indication or other performance conditions. | | How determined | • Competitive data • Scope of responsibilities • Work experience • Critical skills • Internal pay equity • Individual performance | • Target awards are set as a percent of salary based on competitive data • Award payouts are based on achievement of weighted corporate and individual goals • CEO bonus tied 100% to corporate goal achievement | • Based on competitive data and industry standards • Takes into consideration potential projected benefit upon stock price appreciation • Strategic company-level objectives (for performance-based options) | | Why paid | Provides competitive levels of fixed pay to attract and retain executives | Motivates attainment of critical near-term priorities by linking annual company and individual performance to an annual incentive | Promotes retention of key talent, aligns executive and stockholder interests and encourages employee ownership in Geron |
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
| (1) Reported as non-equity incentive plan compensation in the Summary Compensation Table. |
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, our Compensation Committee uses its judgment to establish a total compensation program for our Named Executive Officers that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. In line with our pay for performance philosophy, we structured a significant portion of our Named Executive Officers’ 2023 compensation to be variable, at risk and tied directly to our measurable performance in the form of performance-based bonuses and equity incentives.
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
| Geron Corporation | 51 | 2024 Proxy Statement |
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
The Compensation Committee actively reviews and assesses our executive compensation program in light of the highly competitive employment environment in the San Francisco Bay Area and northern New Jersey, the challenges of recruiting, motivating and retaining our executive management team, including our Named Executive Officers, in an industry such as ours, which has much longer business cycles than other commercial industries, and evolving compensation governance and best practices. Since December 2011, the Compensation Committee has retained Aon’s Human Capital Solutions practice, a division of Aon plc (‘‘Aon”) as its independent compensation consultant due to its extensive analytical and compensation expertise in the biotechnology and pharmaceutical industry. Although we pay the costs of Aon’s services, the Compensation Committee has the sole authority to engage and terminate Aon’s services, as well as to approve fees for Aon’s services. Aon makes recommendations to the Compensation Committee, but it has no authority to make compensation decisions on behalf of the Compensation Committee or us. The Compensation Committee, at its discretion, may communicate and meet with Aon with no employees present. For the 2023 fiscal year, Aon conducted analyses and provided advice on, among other things, the appropriate peer group to reference in determining executive compensation, design and structure of executive compensation for our executive officers and non-employee director compensation in comparison to the peer group, emerging trends in the life sciences industry regarding executive compensation and share usage under our equity incentive plans in comparison to the peer group. The peer group of companies used by the Compensation Committee in making 2023 compensation decisions was comprised of the following companies:
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
| ADMA Biologics, Inc. (ADMA) | Deciphera Pharmaceuticals, Inc. (DCPH) | Rhythm Pharmaceuticals, Inc. (RYTM) | | Agenus, Inc. (AGEN) | ImmunityBio, Inc. (IBRX) | Seres Therapeutics, Inc. (MCRB) | | Amylyx Pharmaceuticals, Inc. (AMLX) | ImmunoGen, Inc. (IMGN) | TG Therapeutics, Inc. (TGTX) | | Ardelyx, Inc. (ARDX) | Krystal Biotech, Inc. (KRYS) | Travere Therapeutics, Inc. (TVTX) | | Catalyst Pharmaceuticals, Inc. (CPRX) | Mirati Therapeutics, Inc. (MRTX) | Veracyte, Inc. (VCYT) | | Coherus Biosciences, Inc. (CHRS) | Provention Bio, Inc. (PRVB) | Vericel Corp. (VCEL) | | CTI BioPharma Corp. (CTIC) | Reata Pharmaceuticals, Inc. (RETA) | | | Cytokinetics, Inc. (CYTK) | Revance Therapeutics, Inc. (RVNC) | |
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
With the assistance of Aon, the Compensation Committee considered several factors in determining the companies to be included in the peer group for 2023 executive compensation decisions, including stage of development, market capitalization, number of employees, public status and length of time being public, primary location of operations and level of research and development expenditures and revenue. At the time the peer group was selected, the market capitalization for the companies ranged from $500 million to $3.4 billion with headcounts ranging from 50 to 300 employees, compared to Geron’s market capitalization of $1.1 billion and headcount of 69 employees.
Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table
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2023 Annual Performance-Based Bonuses
2023 Annual Performance-Based Bonuses In keeping with our pay for performance philosophy, the annual performance-based bonus that can be earned by each Named Executive Officer is variable and at risk due to its dependency on the performance of the individual and the overall Company. Consistent with prior years, for 2023, other than Dr. Scarlett, each Named Executive Officer’s annual performance-based bonus was contingent on the following: 50% upon the level of achievement of our corporate goals, 30% upon the level of achievement of individual goals, and 20% upon individual support and manifestation of our corporate values. Consistent with prior years, Dr. Scarlett’s annual performance-based bonus was 100% contingent upon the level of achievement of our corporate goals. At the beginning of each calendar year, the Chief Executive Officer develops, with input from our Named Executive Officers, our annual corporate goals, including recommended weightings for each goal. The weighting for each corporate goal depends on its importance and business value for Geron and our stockholders. In addition, each goal is established with criteria to measure target goal accomplishment (100%), as well as criteria to measure stretch goal accomplishment (up to an additional 50% in the aggregate in certain cases). The Chief Executive Officer submits the corporate goals and recommended weightings to the Compensation Committee and the Independent Board for their review and approval. The Compensation Committee and Independent Board review the corporate goals and weightings and modify them as they deem appropriate prior to approval. During the first quarter of each year, the Compensation Committee assesses the extent to which each annual corporate goal for the preceding year has been attained, with the aggregate achievement defined as the corporate goal achievement factor. The Compensation Committee does not use a rigid formula to determine the corporate goal achievement factor, and to date, has not established a minimum threshold or maximum value that may be potentially realized for the corporate goal achievement factor. Also, the Compensation Committee can take into account additional achievements by the Company not originally set forth in the annual corporate goals. The corporate goal achievement factor can range from 0% to 150%. The Compensation Committee evaluates the corporate goal achievement factor and recommends the corporate goal achievement factor to the Independent Board, who has the final approval.
2023 Annual Performance-Based Bonuses
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2023 Annual Performance-Based Bonuses
2023 Corporate Goal Achievement Factor The table below summarizes the corporate goals approved by the Independent Board for 2023, including assigned weightings, and the Compensation Committee’s and Independent Board’s assessments of the level of achievement of those goals. In furtherance of our commitment to extend and enhance the lives of patients by altering the underlying drivers of disease, our corporate goals in 2023 primarily focused on continuing to prepare for the potential commercial launch of imetelstat in the U.S., as well as exploring additional hematologic malignancies and combination regimens in an effort to maximize the clinical and commercial potential of the drug. Following are the primary areas covered by our 2023 corporate goals.
2023 Annual Performance-Based Bonuses
| • | Submitting an NDA to the FDA for imetelstat for the treatment of transfusion-dependent anemia in adult patients with lower-risk MDS who have failed to respond or have lost response to or are ineligible for ESAs, and receiving acceptance of the filing for review from the FDA; |
2023 Annual Performance-Based Bonuses
| • | Attaining 180 open clinical sites for IMpactMF, the Phase 3 clinical trial of imetelstat in patients with relapsed/refractory MF; |
2023 Annual Performance-Based Bonuses
| • | Opening additional clinical sites for IMproveMF, a two-part Phase 1 clinical trial evaluating imetelstat in combination with ruxolitinib in patients with frontline MF; |
2023 Annual Performance-Based Bonuses
| • | Initiating a U.S. Expanded Access Program, or EAP, and achieving U.S. commercial team hiring goals to enable potential commercial launch of imetelstat in transfusion dependent lower-risk MDS in the U.S.; |
2023 Annual Performance-Based Bonuses
| • | Engaging with established biopharmaceutical companies to assess the imetelstat program for a potential business development transaction; and |
2023 Annual Performance-Based Bonuses
| • | Securing funding to support these goals. |
2023 Annual Performance-Based Bonuses
In addition, stretch goals were included in the 2023 corporate goals to incentivize and motivate achievement of certain goals. Also for the 2023 fiscal year, the Compensation Committee and the Independent Board considered additional achievements by the Company that were not included in the annual corporate goals, but nonetheless were deemed important to our near- and long-term success. Recognition of stretch achievements and the additional 2023 achievements ties executive compensation to Company performance, consistent with our pay for performance compensation philosophy. Based on the achievements noted below, the Compensation Committee recommended and the Independent Board approved the overall 2023 corporate goal achievement factor to be 100.0%.
2023 Annual Performance-Based Bonuses
| 2023 Corporate Goals | Weighting | Highlights of Company Performance | Achieved? | Total | | Submit U.S. imetelstat NDA and achieve acceptance of U.S. NDA; Submit EU MAA and achieve technical validation of EU MAA | 22.5% 7.5% | • U.S. NDA submitted in June 2023 and accepted for review in August 2023 • EU MAA submitted and technical validation received in September 2023 | Yes Yes | 22.5% 7.5% | | Open 180 sites for enrollment for IMpactMF and successfully implement enrollment boosting initiatives | 15% | • Reached 180 sites opened for enrollment in December 2023 • Initiated recruitment vendor relationships and 26 site engagement visits completed through June 2023 | Yes | 15% | | Open two additional sites for IMproveMF | 2.5% | • Achieved | Yes | 2.5% | | Identify two or more lead compounds having desired efficacy and toxicity profiles for Next Generation TI Program | 2.5% | • Identified one compound with desired efficacy and tox profile, tox study pending for 2nd compound with desired efficacy | Partially achieved | 1.5% |
2023 Annual Performance-Based Bonuses
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2023 Annual Performance-Based Bonuses
| 2023 Corporate Goals | Weighting | Highlights of Company Performance | Achieved? | Total | | Initiate U.S. EAP | 5% | • U.S. EAP opened in June 2023 | Yes | 5% | | Complete U.S. commercial team hiring goals to achieve “U.S. launch-ready” status | 15% | • Achieved | Yes | 15% | | Analyze, evaluate and recommend European commercialization strategy | 10% | • Achieved | Yes | 10% | | Engage with biopharmaceutical companies to assess imetelstat program, achieve deal proposals for consideration, and commence definitive transaction negotiations | 5.0% | • Discussed imetelstat program with multiple companies | Partially achieved | 2.5% | | Secure total new funding of ≥ $100M | 10% | • Raised $213 million in net proceeds from a public offering in January 2023 | Yes | 10% | | Maintain or exceed an average engagement score of 4.2 across the organization, as measured by our 2023 Engagement Survey | 5% | • Achieved 4.0 engagement score | Yes | 5% | | Total 2023 Corporate Goals Achieved | | | | 96.5% |
2023 Annual Performance-Based Bonuses
| 2023 Stretch Goals | Weighting | Highlights of Company Performance | Achieved? | Total | | Achieve FDA breakthrough therapy designation and priority review | +10% | • Breakthrough therapy designation and priority review not received | No | 0% | | Enroll 10 patients in EAP program. | +5% | • Not achieved | No | 0% | | Achieve commercial sale of imetelstat in the U.S. | +10% | • Not achieved | No | 0% | | Complete a Board-approved business transaction | +25% | • Not achieved | No | 0% | | Total 2023 Stretch Goals Achieved | | | | 0% |
2023 Annual Performance-Based Bonuses
| 2023 Additional Achievements | Weighting | Highlights of Company Performance | Achieved? (Yes/No) | Total | | | N/A | • Out-performed financing expectations: raising $213M in net proceeds vs. $100M goal | Yes | | | | N/A | • Successfully responded to multiple clinical, CMC, and non-clinical information requests as part of the FDA review of the NDA | Yes | | | | N/A | • Prepared multiple clinical sites for FDA inspections, and oversaw three successful site inspections with no 483 observations | Yes | |
2023 Annual Performance-Based Bonuses
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2023 Annual Performance-Based Bonuses
| 2023 Additional Achievements | Weighting | Highlights of Company Performance | Achieved? (Yes/No) | Total | | | N/A | • Gained increased visibility of imetelstat in the medical community/market through publication of IMerge Phase 3 results in Lancet; gave oral presentations at ASCO, EHA and ASH, with Medical Affairs/booth presence; onboarded all critical Medical Affairs functions, including Field Medical Liaisons and Head of Medical Information | Yes | | | | N/A | • In addition to opening 180 sites in IMpactMF Phase 3 study, achieved 50% enrollment in IMpactMF | Yes | | | Total 2023 Additional Achievements: | | | | 3.5%(1) | | Total Corporate Goal Achievement Factor | | Potential: Up to 150% | Actual: 100% | |
2023 Annual Performance-Based Bonuses
| (1) Aggregate total for all 2023 Additional Achievements. |
2023 Annual Performance-Based Bonuses
As summarized above, the Compensation Committee reviewed and recommended to the Independent Board, and the Independent Board determined, that the Company achieved 96.5% of the annual corporate goals and 3.5% for the 2023 additional achievements, for a total aggregate corporate goal achievement of 100%. Following are the annual performance-based bonus targets and weighting percentages for each of the factors used to calculate the 2023 annual performance-based bonus for each of our Named Executive Officers, as well as the 2023 actual bonus percentage awarded. In the case of Ms. Robertson and Mr. Samuels, 2023 annual performance-based bonuses paid were prorated in accordance with the period of time that they were employed by the Company during 2023
2023 Annual Performance-Based Bonuses
| | (A) | (B) | (C) | (D) | (E) | (F) | (G) | = (A*B*C) + (A*D*E) + (A*F*G) Annual Incentive Bonus Awarded as a % of Salary | | Named Executive Officer | Annual Incentive Bonus Target as a % of Salary | Corporate Goal Achievement Weighting | 2023 Corporate Goal Achievement Factor | Individual Performance Weighting | 2023 Individual Performance Factor | Corporate Values Weighting | 2023 Corporate Values Performance Factor | | | John A. Scarlett, M.D. | 65% | 100% | 100% | N/A | N/A | N/A | N/A | 47.7% | | Andrew J. Grethlein, Ph.D. | 50% | 50% | 100% | 30% | 1.3 | 20% | 1.0 | 54.5% | | Michelle J. Robertson | 45% | 50% | 100% | 30% | 1.25 | 20% | 1.0 | 48.375% | | Scott A. Samuels | 45% | 50% | 100% | 30% | 1.2 | 20% | 1.0 | 47.7% |
2023 Annual Performance-Based Bonuses
Consistent with prior years, Dr. Scarlett’s 2023 annual performance-based bonus was tied 100% to the corporate goal achievement factor. Accordingly, with the Independent Board approval of the corporate goal achievement factor of 100% and Dr. Scarlett’s direct responsibility and contributions for the achievement of such goals, the Compensation Committee recommended, and the Independent Board approved, that Dr. Scarlett receive 100% of his 2023 target annual performance-based bonus.
2023 Annual Performance-Based Bonuses
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2023 Annual Performance-Based Bonuses
Dr. Grethlein was awarded an individual performance factor of 1.3 and a corporate values performance factor of 1.0 based on the achievements and contributions made by Dr. Grethlein during 2023, including, in particular, that Dr. Grethlein:
2023 Annual Performance-Based Bonuses
| • | served a key leadership role in a broad range of functional areas, including regulatory, manufacturing and quality, information technology throughout 2023, safety/pharmacovigilance, project management, clinical operations, and human resources; |
2023 Annual Performance-Based Bonuses
| • | maintained responsibility and accountability for key interactions with regulatory authorities, including timely and effective responses to FDA information requests; preparation and strategy for the FDA’s Oncologic Drugs Advisory Committee meeting; and responses to manufacturing and quality matters; and |
2023 Annual Performance-Based Bonuses
| • | maintained responsibility and accountability for manufacturing and quality operations and strategy, including implementation of alternative supply strategies. |
2023 Annual Performance-Based Bonuses
Ms. Robertson was awarded an individual performance factor of 1.25 and a corporate values performance factor of 1.0 based on the achievements and contributions made by Ms. Robertson during 2023, including, in particular, that Ms. Robertson:
2023 Annual Performance-Based Bonuses
| • | served a key leadership role in a broad range of functional areas, including finance, accounting, financial planning and analysis, and procurement; |
2023 Annual Performance-Based Bonuses
| • | upon joining in September 2023, conducted an assessment of the finance organization, resulting in a reorganized finance and accounting bench with deepened experience; |
2023 Annual Performance-Based Bonuses
| • | updated the Company’s long-range strategic finance plan, identifying key costs and performing an updated cash runway assessment for the next 3 years; |
2023 Annual Performance-Based Bonuses
| • | negotiated an amendment of the Company’s term loan facility with Hercules Capital and Silicon Valley Bank, enabling the drawdown of an additional $30.0 million in the fourth quarter of 2023; and |
2023 Annual Performance-Based Bonuses
| • | began to assess future financing alternatives. |
2023 Annual Performance-Based Bonuses
Mr. Samuels was awarded an individual performance factor of 1.20 and a corporate values performance factor of 1.0 based on the achievements and contributions made by Mr. Samuels during 2023, including, in particular, that Mr. Samuels:
2023 Annual Performance-Based Bonuses
| • | revitalized the legal team, established a legal leadership team, and further strengthened the capabilities of the legal team, hiring a head of commercial legal and chief compliance officer and two additional commercial attorneys; |
2023 Annual Performance-Based Bonuses
| • | worked closely with the Chief Commercial Officer and commercial leadership team to put key policies and practices in place to prepare for the potential commercial launch of imetelstat; |
2023 Annual Performance-Based Bonuses
| • | assumed responsibility for planning, and along with the Chief Executive Officer and Chief Operating Officer, running meetings of the Executive Management Committee; |
2023 Annual Performance-Based Bonuses
| • | assumed responsibility for planning and organizing Board and Board committee meetings; and |
2023 Annual Performance-Based Bonuses
| • | worked closely with the Chief Executive Officer, Chief Operating Officer and other members of the Executive Management Committee on key strategic matters, including the NDA application and finance and business development activities. |
2023 Annual Performance-Based Bonuses
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Pay Versus Performance Table
Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For information on our executive compensation program and the Compensation Committee’s approach, refer to the above Narrative Disclosure to Summary Compensation Table and Outstanding Equity Awards Table.
Pay Versus Performance Table
| Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(5) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(6) | Net Income (Loss) (In Thousands)(7) | | 2023 | $4,950,424 | $4,472,564 | $2,845,527 | $2,349,061 | $132.70 | ($184,127) | | 2022 | $2,997,203 | $5,898,457 | $1,361,162 | $2,480,002 | $152.20 | ($141,901) | | 2021 | $2,056,987 | $1,340,341 | $1,155,449 | $832,837 | $76.73 | ($116,112) |
Pay Versus Performance Table
| (1) For each of the years presented in the above table John Scarlett was our Principal Executive Officer (“PEO”) and our Non-PEO Named Executive Officers (“Non-PEO NEOs”) were as follows: |
Pay Versus Performance Table
| • | 2023: Andrew Grethlein, Scott Samuels, and Michelle Robertson |
Pay Versus Performance Table
| • | 2022: Olivia Bloom and Andrew Grethlein |
Pay Versus Performance Table
| • | 2021: Olivia Bloom, Andrew Grethlein, Aleksandra Rizo, Anil Kapur, and Melissa Kelly Behrs |
Pay Versus Performance Table
| (2) See the Summary Compensation Table above for detail on the Summary Compensation Table total compensation for our PEO for each fiscal year covered in the table. The average compensation for the Non-PEO NEOs for 2023 was calculated using the Summary Compensation Table above. The average compensation for the Non-PEO NEOs for 2022 and 2021 was calculated using the Summary Compensation Table as disclosed in our proxy statement filed with the Securities and Exchange Commission in calendar years 2022 and 2021. |
Pay Versus Performance Table
| (3) For purposes of this table, the compensation actually paid (“Compensation Actually Paid”, or “CAP”) has been computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. These amounts reflect total compensation as reflected in the above Summary Compensation Table for the applicable year less the grant date fair values of stock option awards included in the “Option Awards” column of the Summary Compensation Table for the Named Executive Officer for the applicable year, and adjusted as follows for each stock option award granted to each Named Executive Officer. The total CAP calculation for our PEO was as follows: |
Pay Versus Performance Table
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments | Compensation Actually Paid to PEO | | 2023 | $4,950,424 | ($3,563,000) | $3,085,140 | $— | $— | $4,472,564 | | 2022 | $2,997,203 | ($1,468,740) | $4,369,994 | $— | $— | $5,898,457 | | 2021 | $2,056,987 | ($796,740) | $80,094 | $— | $— | $1,340,341 |
Pay Versus Performance Table
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year, as there were no stock awards issued or reported. |
Pay Versus Performance Table
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the |
Pay Versus Performance Table
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Pay Versus Performance Table
dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Table
| Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding Equity Awards | 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 | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $2,013,959 | ($523,269) | $613,593 | $980,857 | $— | $— | $3,085,140 | | 2022 | $3,124,188 | $381,355 | $629,125 | $235,326 | $— | $— | $4,369,994 | | 2021 | $327,750 | ($267,010) | $110,000 | ($90,646) | $— | $— | $80,094 |
Pay Versus Performance Table
In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
Pay Versus Performance Table
| (4) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. |
Pay Versus Performance Table
| (5) The dollar amounts reported in this column represent the average amount of Compensation Actually Paid to our Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. The following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 3: |
Pay Versus Performance Table
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Reported Change in Actuarial Present Value of Pension Benefits | Pension Benefits Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $2,845,527 | $(2,280,040) | $1,783,574 | $— | $— | $2,349,061 | | 2022 | $1,361,162 | $(524,550) | $1,643,390 | $— | $— | $2,480,002 | | 2021 | $1,155,449 | $(398,370) | $75,758 | $— | $— | $832,837 |
Pay Versus Performance Table
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance Table
| Year | Average Year End Fair Value of Equity Awards | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of the Equity Awards Granted and Vested in the Year | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Award Adjustments | | 2023 | $1,610,779 | ($64,149) | $91,163 | $145,781 | $— | $— | $1,783,574 | | 2022 | $1,145,938 | $185,608 | $224,688 | $87,156 | $— | $— | $1,643,390 | | 2021 | $163,875 | ($115,972) | $55,000 | $(27,145) | $— | $— | $75,758 |
Pay Versus Performance Table
In the table above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
Pay Versus Performance Table
| (6) Total Shareholder Return represents the return on a fixed investment of $100 in Geron common stock for the period beginning on the last trading day of 2020 through the last trading day of the applicable fiscal year. |
Pay Versus Performance Table
| (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance Table
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Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. Compensation Actually Paid (CAP) vs. Geron 3-year Cumulative Total Shareholder Return (TSR) The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Analysis of the Information Presented in the Pay versus Performance Table
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Analysis of the Information Presented in the Pay versus Performance Table
Compensation Actually Paid and Net Income (Loss) The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net income (loss) over the three most recently completed fiscal years. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Analysis of the Information Presented in the Pay versus Performance Table
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Analysis of the Information Presented in the Pay versus Performance Table
Proposal Three Ratification of Selection of Independent Registered Public Accounting Firm The Audit Committee of the Board has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and has further directed that management submit the selection of the independent registered public accounting firm for ratification by our stockholders at the Annual Meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 1992. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from stockholders. We have been informed by Ernst & Young LLP that, to the best of their knowledge, neither the firm nor any of its members or their associates has any direct financial interest or material indirect financial interest in Geron or our affiliates. Stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee and the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Geron and our stockholders.
Audit Fees and All Other Fees
| (6) Dr. Aggarwal was appointed to the Board in November 2023. In accordance with the Director Compensation Policy, Dr. Aggarwal was granted a stock option to purchase 1,970 shares of our Common Stock, which vests annually over three years upon each anniversary date of appointment to the Board. As a result, Dr. Aggarwal did not have any shares issuable upon the exercise of outstanding options exercisable within 60 days of March 1, 2024. |