DEF 14A of BridgeBio Pharma, Inc.
Filed Apr 25, 2024 · FY20230001140361-24-022023
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our amended and restated certificate of incorporation provides for a Board of Directors that is divided into three classes. The term for each class is three years, staggered over time. The terms of the Class II directors are scheduled to expire on the date of the upcoming Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, or the Nominating and Corporate Governance Committee, the Board of Directors’ nominees for election by the stockholders are the current Class II members: Eric Aguiar, M.D., Jennifer E. Cook, Andrea J. Ellis, Fred Hassan and Ali J. Satvat. If elected, each nominee will serve as a director until the date of the annual meeting of stockholders following the year ending December 31, 2026 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Our Board of Directors is currently comprised of fourteen (14) members. If each of the Class II director nominees is elected at the Annual Meeting, the composition of our Board of Directors will be as follows: Class I: James C. Momtazee, Frank P. McCormick, Ph.D., F.R.S., D.Sc., Randal W. Scott, Ph.D. and Hannah A. Valantine, M.D.; Class II: Eric Aguiar, M.D., Jennifer E. Cook, Andrea J. Ellis, Fred Hassan and Ali J. Satvat; and Class III: Neil Kumar, Ph.D., Charles Homcy, M.D., Douglas A. Dachille, Ronald J. Daniels and Andrew W. Lo, Ph.D. In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the nominees designated below to serve until the date of the annual meeting of stockholders following the year ending December 31, 2026 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Each nominee is currently a director. The Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors. The biographies of our directors and their ages as of March 31, 2024 are set forth below.
General
| Name | Age | Position | | Neil Kumar, Ph.D. | 45 | Chief Executive Officer and Director | | Eric Aguiar, M.D.(1) | 62 | Director | | Jennifer E. Cook | 58 | Director | | Douglas A. Dachille(2) | 59 | Director | | Ronald J. Daniels(3) | 64 | Director | | Andrea J. Ellis(1) | 38 | Director | | Fred Hassan(3) | 78 | Director | | Charles Homcy, M.D. | 75 | Director and Lead Director | | Andrew W. Lo, Ph.D.(2) | 63 | Director | | Frank P. McCormick, Ph.D., F.R.S., D.Sc. | 73 | Director | | James C. Momtazee | 52 | Director | | Ali J. Satvat(2)(3) | 46 | Director | | Randal W. Scott, Ph.D.(1) | 66 | Director | | Hannah A. Valantine, M.D.(2) | 72 | Director |
General
| (1) Member of the Audit Committee |
General
| (2) Member of the Nominating and Corporate Governance Committee |
General
| (3) Member of the Compensation Committee |
Nominees for Director
Nominees for Director Class II: The persons listed below are nominated for election to Class II of the Board of Directors to serve a three-year term ending on the date of the annual meeting of stockholders following the year ending December 31, 2026 and until their successors are elected and qualified, or until such director’s earlier death, resignation or removal. The Board of Directors recommends that you vote FOR the following nominees. Eric Aguiar, M.D., has served as a member of our Board of Directors since March 2019. Dr. Aguiar has been a partner at Aisling Capital since January 2016 and prior to that was a partner at Thomas, McNerney and Partners, a healthcare venture capital and growth equity fund, since 2007. Prior to joining that firm, he was a Managing Director of HealthCare Ventures, a healthcare focused venture capital firm, from 2001 to 2007. Dr. Aguiar currently serves on the board of directors of Invitae Corporation (formerly NYSE: NVTA) since September 2010. He has also served on the board of directors of Biomea Fusion, a biopharmaceutical company (Nasdaq: BMEA) since December 2020. He served on the board of directors of Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX) from March 2018 to August 2020. He served on the board of directors of Biohaven Corporation (NYSE: BHVN) from October 2016 to January 2020. Dr. Aguiar is a member of the Council on Foreign Relations. Dr. Aguiar received his medical degree with honors from Harvard Medical School. He graduated with honors from Cornell University as a College Scholar. He was also a Luce Fellow and is a Chartered Financial Analyst. Dr. Aguiar’s qualifications to serve on our Board of Directors include his medical and finance background and experience as an investor in life science companies. Jennifer E. Cook has served as a member of our Board of Directors since December 2019. She is currently the owner and principal of Jennifer Cook Consulting since July 2019. Ms. Cook has served as a member of the board of directors of Denali Therapeutics, Inc., a biotechnology company (Nasdaq: DNLI), since November 2018 and Jazz Pharmaceuticals plc, a biopharmaceutical company (Nasdaq: JAZZ), since November 2020. Ms. Cook served as the Chief Executive Officer of GRAIL from January 2018 to June 2019. Previously, Ms. Cook was at Roche Pharmaceuticals and Genentech, where she held a number of senior management positions; from January 2017 to December 2017, Ms. Cook served as Senior Vice President, Global Head of Clinical Operations for Roche Pharmaceuticals; from September 2013 to December 2016, Ms. Cook served as Head of Region Europe Pharma for Roche Pharmaceuticals; and from July 2010 to September 2013, Ms. Cook served as the Senior Vice President, Business Unit Head Immunology and Ophthalmology for Genentech. Ms. Cook holds a B.A. in human biology and an M.S. in biology from Stanford University, as well as an M.B.A. from the Haas School of Business at the University of California, Berkeley. Ms. Cook’s qualifications to serve on our Board of Directors include her extensive experience as a senior management executive of healthcare and biotechnology companies, including as the senior vice president of one of the world’s largest healthcare companies. Andrea J. Ellis has served as a member of our Board of Directors since August 2021. Mrs. Ellis currently serves as the Chief Financial Officer of Fanatics Betting & Gaming. From June 2020 to September 2022, she served as the Chief Financial Officer of Neutron Holdings, Inc. d/b/a Lime, an innovative transportation technology company that offers access to shared electric scooters, bikes and mopeds that is built on sustainability. From 2015 to 2020, Mrs. Ellis held numerous positions at Restaurant Brands International (RBI), the parent company of Burger King, Popeyes, and Tim Hortons. Mrs. Ellis started her career at Goldman Sachs, working in Investment Banking from 2012 to 2015 and Equities Trading from 2007 to 2010. Mrs. Ellis earned her bachelor’s degree in biology from the University of Pennsylvania and an M.B.A. from Harvard Business School. Mrs. Ellis’ qualifications to serve on our Board of Directors include her background in finance. Fred Hassan has served as a member of our Board of Directors since August 2021. Mr. Hassan currently serves as Director of Warburg Pincus LLC, a global private equity investment institution, which he joined in 2009. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed through the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan has served as a director of Precigen, Inc. (Nasdaq: PGEN) since 2016 and Cocrystal Pharma, Inc. (Nasdaq: COCP) since April 2023. Previously, Mr. Hassan served as a director of Prometheus Biosciences, Inc. (formerly Nasdaq: RXDX) from May 2021 to June 2023, as a director of Time Warner Inc. (now Warner Media, LLC) from October 2009 to June 2018, as a director of Amgen, Inc. from July 2015 to May 2021, and as a director of Avon Products, Inc. from 1999 until 2013. He was Chairman of the board of Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013 and served on the board of Valeant Pharmaceuticals from 2013 to 2014. Mr. Hassan earned his bachelor’s degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School. Mr. Hassan’s qualifications to serve on our Board of Directors include his extensive experience leading and scaling global pharmaceutical companies and advising major corporations as a director. Ali J. Satvat has served as a member of our Board of Directors since March 2016. Mr. Satvat joined Kohlberg Kravis Roberts & Co. L.P., a global investment firm (“KKR”), in January 2012 and is a Partner, Co-Head of the Health Care industry team within KKR’s Americas Private Equity platform, and Global Head of KKR Health Care Strategic Growth. Mr. Satvat is a member of the Investment Committee for KKR’s Americas Private Equity platform and chairs the Investment Committee for KKR Health Care Strategic Growth. Mr. Satvat has served as a member of the boards of directors of PRA Health Sciences, Inc. (formerly Nasdaq: PRAH), a global contract research organization, from September 2013 through April 2018, Coherus BioSciences, Inc. (Nasdaq: CHRS) since May 2014, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX) from June 2018 through January 2021, Impel Pharmaceuticals, Inc. (formerly Nasdaq: IMPL) from December 2018 to April 2024, and numerous privately held companies. Prior to joining KKR, Mr. Satvat was a Principal with Apax Partners, a global private equity firm, where he invested in health care from 2006 to 2012. Previously, Mr. Satvat held various positions with Johnson & Johnson Development Corporation, a venture capital subsidiary of Johnson & Johnson, Audax Group, a private equity firm, and The Blackstone Group, a global investment firm. Mr. Satvat holds an A.B. in History and Science from Harvard College and an M.B.A. in Health Care Management and Entrepreneurial Management from the Wharton School of the University of Pennsylvania. Mr. Satvat previously served as a member of the board of directors of the Healthcare Private Equity Association. Mr. Satvat’s qualifications to serve on our Board of Directors include his expertise in corporate governance, financing, and financial matters and his extensive investment experience in the health care industry.
Current Directors
Current Directors
Class I: Currently Serving Until the 2026 Annual Meeting
Class I: Currently Serving Until the 2026 Annual Meeting James C. Momtazee has served as a member of our Board of Directors since March 2016 and as our Senior Advisor – Transactions from February 2020 until January 2021. He is the Managing Partner of Patient Square Capital, LP, a dedicated health care investment firm. He was Chairman and CEO of Montes Archimedes Acquisition Corporation from October 2020 until October 2021. He was previously a Member of KKR, a private equity and alternative asset management firm, and had been employed by KKR for 21 years ending in July 2019. Mr. Momtazee currently serves on the board of directors of Apollo Therapeutics, Enavate Sciences, Kriya Therapeutics, Inc., The Medical Device Manufacturers Association, Elevage Medical Technologies, Syneos Health, and Roivant Sciences, Inc. (Nasdaq: ROIV). He previously served on the boards of directors of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), a biopharmaceutical company, from 2004 to 2014, HCA Healthcare Inc. (formerly HCA Holdings Inc.; NYSE: HCA), a health care services company, from 2006 to 2014, and Entellus Medical, Inc., a medical technology company, from 2017 to 2018. He received an A.B. from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Mr. Momtazee’s qualifications to serve on our Board of Directors include his expertise in corporate governance, the healthcare industry and in financing and financial matters. Frank P. McCormick, Ph.D., F.R.S., D.Sc., has served as a member of our Board of Directors since February 2023. He currently also serves as our Chairman of Oncology and has held this position since April 2019. He is also a Professor in the University of California, San Francisco (“UCSF”) Helen Diller Family Comprehensive Cancer Center, a multidisciplinary research and medical care organization, and has been a UCSF faculty member since 1997. Dr. McCormick has held the positions of Director of the UCSF Helen Diller Family Comprehensive Cancer Center and served as Associate Dean of the UCSF School of Medicine from 1997 to 2014. Prior to joining the UCSF faculty, Dr. McCormick pursued cancer-related work with several biotechnology firms, including Cetus Corporation as Director of Molecular Biology from 1981 to 1990 and Vice President of Research from 1990 to 1991, and Chiron Corporation as Vice President of Research from 1991 to 1992. In 1992, Dr. McCormick founded Onyx Pharmaceuticals and served as its Chief Scientific Officer until 1996. Dr. McCormick is a Fellow of the Royal Society, an institution dedicated to science, since 1996, a member of the National Academy of Sciences since 2014 and has served as President, 2012 to 2013, for the American Association for Cancer Research. Since 2013, Dr. McCormick has led the National Cancer Institute’s Ras Initiative at the Frederick National Laboratories for Cancer Research overseeing the national effort to develop therapies against Ras-driven cancers. Dr. McCormick also served as a member of the board of directors of Olema Pharmaceuticals, Inc. (Nasdaq: OLMA) from December 2014 to April 2021, and Aduro Biotech, Inc. (Nasdaq: KDNY) from 2010 to February 2019. Dr. McCormick received his B.Sc. in biochemistry from the University of Birmingham and his Ph.D. in biochemistry from the University of Cambridge and held postdoctoral fellowships in the U.S. at the State University of New York at Stony Brook and in London at the Imperial Cancer. Dr. McCormick’s qualifications to serve on our Board of Directors include his extensive scientific background, particularly in the field of oncology. Randal W. Scott, Ph.D., has served as a member of our Board of Directors since June 2020. Dr. Scott is currently the Chairman and CEO of Genomic Life, positions in which he has served since January 2024. He is also a cofounder of Invitae Corporation (“Invitae”), a genetic information company (formerly NYSE: NVTA), where he rejoined as Chairman of the board of Invitae in July 2022 and previously served as the Chairman and CEO from 2012 to 2017, the Executive Chairman from 2017 to 2019, and as a member of directors from 2010 until August 2019. Dr. Scott has served on the board of directors of Talis Biomedical Corporation, a molecular diagnostic company (Nasdaq: TLIS) since February 2016. Dr. Scott also serves on the board of directors of Freenome Holdings, Inc. Previously, Dr. Scott cofounded Genomic Health, Inc., where he served as the Chairman and CEO from 2000 to 2009 and the Executive Chairman from 2009 to 2012. Dr. Scott holds a B.S. in Chemistry from Emporia State University and a Ph.D. in Biochemistry from the University of Kansas. Dr. Scott’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biopharmaceutical companies and his scientific expertise. Hannah A. Valantine, M.D., has served as a member of our Board of Directors since October 2021. Dr. Valantine currently serves as Professor of Medicine at Stanford University School of Medicine, where she has been a faculty member since 1987. From April 2014 to September 2020, Dr. Valantine served as Chief Officer for Scientific Workforce Diversity at the National Institutes of Health, and as a Senior Investigator in the Intramural Research Program at the National Heart, Lung, and Blood Institute. From November 2004 to April 2014, Dr. Valantine was Professor of Cardiovascular Medicine and the Senior Associate Dean for Diversity and Leadership at Stanford University. In collaboration with her colleagues at Stanford University, Dr. Valantine co-invented the technology for donor derived cell-free DNA for diagnosis of transplant rejection, which is currently licensed and used to monitor patients for early detection of acute rejection. Dr. Valantine has served on the board of directors of Pacific Biosciences of California, Inc. (Nasdaq: PACB) since June 2021, and of CareDx, Inc. (Nasdaq: CDNA) since July 2021. Dr. Valantine also serves as Principal and Founder of HAV LLC, a consulting company for diversity, equity and inclusion that she founded in January 2021. Dr. Valantine received her M.B.B.S., M.R.C.P. and M.D. at St Georges Hospital/London University. Dr. Valantine’s qualifications to serve on our Board of Directors include her extensive experience in the life sciences industry and her background in academic medicine.
Class III: Currently Serving Until the 2025 Annual Meeting
Class III: Currently Serving Until the 2025 Annual Meeting Neil Kumar, Ph.D., is a co-founder and has served as our Chief Executive Officer and a member of our Board of Directors since April 2015. Dr. Kumar has also served as the Chief Executive Officer of our subsidiary, Eidos Therapeutics, Inc. (formerly Nasdaq: EIDX), a clinical-stage biopharmaceutical company, and a member of Eidos Therapeutics’ board of directors since March 2016. Prior to co-founding us, he served as the interim vice president of business development at MyoKardia, Inc. (formerly Nasdaq: MYOK, acquired by Bristol Myers Squibb), a clinical-stage biopharmaceutical company, from 2012 to 2014. Prior to that, Dr. Kumar served as a principal at Third Rock Ventures, a venture capital firm, from 2011 to 2014. Before joining Third Rock Ventures, he served as an associate principal at McKinsey & Company, a worldwide management consulting firm, from 2007 to 2011. Dr. Kumar has served as a member of the board of directors of LianBio (formerly Nasdaq: LIAN) since October 2019. He received his B.S. and M.S. degrees in chemical engineering from Stanford University and received his Ph.D. in chemical engineering from the Massachusetts Institute of Technology. Dr. Kumar’s qualifications to serve on our Board of Directors include his role as our principal executive officer and his extensive experience as an executive officer of biotechnology companies. Charles Homcy, M.D., has served as a member of our Board of Directors since November 2018, our Chairman of Pharmaceuticals since February 2019, and our Lead Director since February 2020. In 2010, Dr. Homcy joined Third Rock Ventures, a venture capital firm, where he currently serves on the Scientific Advisory Board. He served as president and chief executive officer of Portola Pharmaceuticals, Inc. (Nasdaq: PTLA), a clinical biotechnology company, since co-founding the company in 2003 until 2010. Prior to that, Dr. Homcy served as the president of research and development at Millennium Pharmaceuticals, Inc. (currently, Takeda Oncology), a biopharmaceutical company, following its acquisition of COR Therapeutics, Inc. in 2002. He joined COR Therapeutics, a biopharmaceutical company, in 1995 as executive vice president of research and development, and he served as a director of the company from 1998 to 2002. Dr. Homcy was a clinical professor of medicine at the University of California, San Francisco Medical School, and attending physician at the San Francisco Veterans Affairs Hospital from 1997 to 2011. He was previously president of the medical research division of American Cyanamid-Lederle Laboratories, a division of Wyeth-Ayerst Laboratories. He currently serves on the board of directors of Maze Therapeutics, Inc., a biopharmaceutical company, and was formerly a director of Portola Pharmaceuticals from 2004 until March 2019, Global Blood Therapeutics, Inc. (Nasdaq: GBT, acquired by Pfizer, Inc.) from 2012 until June 2019, and Pliant Therapeutics, Inc. (Nasdaq: PLRX) from 2015 until June 2022. Dr. Homcy holds a B.A. and an M.D. from Johns Hopkins University and currently serves on its board of trustees. Dr. Homcy’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biotechnology companies and his scientific expertise. Douglas A. Dachille has served as a member of our Board of Directors since August 2021. Mr. Dachille served as Executive Vice President and Chief Investment Officer for American International Group, Inc. (“AIG”) (NYSE: AIG) from September 2015 to June 2021. Before assuming these roles at AIG, Mr. Dachille served as Chief Executive Officer of First Principles Capital Management, LLC (“First Principles”), an investment management firm, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at JPMorgan Chase, where he served as Global Head of Proprietary Trading and Co-Treasurer. Mr. Dachille earned his bachelor’s degree in a special joint program through Union University and Albany Medical College and an M.B.A. in finance from the University of Chicago. Mr. Dachille’s qualifications to serve on our Board of Directors include his decades of investment management experience, strategic expertise, and previous service as a board observer for the Company. Ronald J. Daniels has served as a member of our Board of Directors since February 2020. Mr. Daniels has been the president of Johns Hopkins University since March 2009. He is a member of the Board of Managers of the Johns Hopkins Applied Physics Laboratory and the chair of the Executive Committee of Johns Hopkins Health System. A law and economics scholar, Mr. Daniels is author or editor of seven books and dozens of scholarly articles. Before joining Johns Hopkins University, he served as Provost and a Professor of Law at the University of Pennsylvania and Dean and James M. Tory Professor of Law of the Faculty of Law at the University of Toronto. Mr. Daniels previously served as a director of T. Rowe Price Funds from January 2018 until April 2022. Mr. Daniels earned an L.L.M. from Yale University in 1988 and a J.D. in 1986 from the University of Toronto. He received a B.A. from the University of Toronto in 1982 in political science and economics. Mr. Daniels’ qualifications to serve on our Board of Directors include his extensive experience as a professor and now a leader at of one of the world’s premier science institutions. Andrew W. Lo, Ph.D., has served as a member of our Board of Directors since June 2020. Dr. Lo is the Charles E. and Susan T. Harris Professor at the MIT Sloan School of Management, director of the MIT Laboratory for Financial Engineering, a principal investigator at the MIT Computer Science and Artificial Intelligence Laboratory, and has served as a professor at the MIT Sloan School of Management since 1988. He is also an external faculty member of the Santa Fe Institute and a research associate of the National Bureau of Economic Research. Dr. Lo currently serves on the board of directors of clinical-stage and preclinical biopharmaceutical companies, including AbCellera Biologics Inc. (Nasdaq: ABCL) since December 2021, Atomwise Inc. and Vesalius Therapeutics. He also served as a director on the board of directors of Roivant Sciences, Inc. (Nasdaq: ROIV) from July 2016 to November 2022. Dr. Lo holds a B.A. in Economics from Yale University and a Ph.D. in Economics from Harvard University. Dr. Lo’s qualifications to serve on our Board of Directors include his extensive experience as a professor and a leader at two premier educational institutions, as well as his research experience in healthcare finance.
Compensation Committee
| • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
Director Compensation
Director Compensation Our Amended and Restated Director Compensation Policy (the “Amended Policy”) was approved by the stockholders on December 15, 2021 and is applicable from January 1, 2022 through December 31, 2025. The Amended Policy (i) provides for annual equity awards to each director who is not serving as our Chief Executive Officer (an “Outside Director”) of $550,000; an initial non-statutory stock option grant upon election at $1,200,000; and an annual cash retainer for membership on the Board of Directors by Outside Directors at $50,000; (ii) limits annual director compensation to $600,000 in calendar years subsequent to the calendar year in which an Outside Director is first elected to the Board of Directors; and (iii) continues the practice of no compensation to our Chief Executive Officer for service on the Board of Directors. In 2023, our directors were eligible to receive the following cash retainers and equity awards pursuant to the Amended Policy:
Director Compensation
| Annual Cash Retainer for Board Membership | $50,000 | | Initial Non-Statutory Stock Option Grant upon Election | $1,200,000 | | Annual Non-Statutory Stock Option Grant | $550,000 |
Director Compensation
Annual Retainer for Board Membership Our policy, in effect during 2023, provided that each Outside Director would receive a cash retainer in the amount of $50,000 for general availability and participation in meetings and conference calls of our Board of Directors. No additional compensation would be paid for attending individual Board meetings, serving on committees of the Board of Directors or attending committee meetings. With respect to directors who join the Board of Directors during the calendar year, such amounts are expected to be pro-rated based on the number of calendar days served by such director. Initial Equity Grant Upon Election Our policy in effect during 2023 provided that, upon initial election to our Board of Directors, each Outside Director would receive an initial, one-time grant of a non-statutory stock option with a value of $1,200,000, with an exercise price per share equal to the closing price of a share of our common stock on the date of grant and a term of ten years, that vests in three equal annual installments over three years; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting (the “Initial Grant”). Annual Equity Grant In addition, our policy in effect during 2023 provided that, on the date of each of our annual meetings of stockholders, each Outside Director who would continue as a member of our Board of Directors following such annual meeting and who had not received an Initial Grant in the same calendar year would receive a grant of a non-statutory stock option on the date of such annual meeting with a value of $550,000, with an exercise price per share equal to the closing price of a share of our common stock on the date of grant and a term of ten years, that vests in three equal annual installments over three years; provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting (the “Annual Grant”). The Initial Grants and Annual Grants are subject to full accelerated vesting upon a “sale event,” as defined in the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan (as amended from time to time, the “2021 Plan”). The policy in effect during 2023 also provides that the aggregate amount of compensation, including both equity compensation and cash compensation, (i) awarded to any Outside Director in any calendar year shall not exceed $1,250,000 (or such other limits as may be set forth in the 2021 Plan or any similar provision of a successor plan), and (ii) awarded to any Outside Director for calendar years subsequent to the calendar year in which an Outside Director is first elected to the Board of Directors would not exceed $600,000 (or such other limit as may be set forth in the 2021 Plan or any similar provision of a successor plan). Our Chief Executive Officer received no additional compensation for his service as a director. We reimburse all reasonable out-of-pocket expenses incurred by our Outside Directors for their attendance at meetings of our Board of Directors or any committee thereof. The following table presents the total compensation for each person who served as an Outside Director during the year ended December 31, 2023, pursuant to the Amended Policy. The compensation received by Dr. Kumar as Chief Executive Officer and as a named executive officer (“NEO”) is presented in “Executive Compensation—2023 Summary Compensation Table” below.
Director Compensation
| Name(1) | Fees earned or paid in cash ($) | Stock awards ($)(2) | Option awards ($)(2) | All other compensation ($) | Total ($) | | Eric Aguiar, M.D. | 50,000(3) | — | 549,995 | — | 599,995 | | Jennifer E. Cook | 50,000 | — | 549,995 | — | 599,995 | | Douglas A. Dachille | 50,000 | — | 549,995 | — | 599,995 | | Ronald J. Daniels | 50,000 | — | 549,995 | — | 599,995 | | Andrea J. Ellis | 50,000 | — | 549,995 | — | 599,995 | | Fred Hassan | 50,000(4) | — | 549,995 | — | 599,995 | | Charles Homcy, M.D. | 50,000 | — | 549,995 | 513,200(5) | 1,113,195 | | Andrew W. Lo, Ph.D. | 50,000(6) | — | 549,995 | — | 599,995 | | Frank P. McCormick, Ph.D., F.R.S., D.Sc. | 42,778(7) | — | 1,199,999 | 500,000(8) | 1,742,776 | | James C. Momtazee | 50,000 | — | 549,995 | — | 599,995 | | Ali J. Satvat | 50,000(9) | — | 549,995 | — | 599,995 | | Randal W. Scott, Ph.D. | 50,000 | — | 549,995 | — | 599,995 | | Hannah A. Valantine, M.D. | 50,000 | — | 549,995 | — | 599,995 | | Brenton L. Saunders(10) | 9,028(11) | — | — | — | 9,028 | | Richard H. Scheller, Ph.D.(12) | 7,222(13) | 1,505,000(14) | — | 502,400(15) | 2,014,622 |
Director Compensation
Note: Amounts may not total due to rounding.
Director Compensation
| (1) As of December 31, 2023: Dr. Aguiar held outstanding options to purchase an aggregate of 390,617 shares of our common stock; Ms. Cook held outstanding options to purchase an aggregate of 407,701 shares of our common stock; Mr. Dachille held outstanding options to purchase an aggregate of 206,291 shares of our common stock; Mr. Daniels held outstanding options to purchase an aggregate of 286,871 shares of our common stock; Ms. Ellis held outstanding options to purchase an aggregate of 206,291 shares of our common stock; Mr. Hassan held outstanding options to purchase an aggregate of 206,291 shares of our common stock; Dr. Homcy held outstanding options to purchase an aggregate of 705,835 shares of our common stock, 9,683 shares of restricted stock and 3,760 restricted stock units; Dr. Lo held outstanding options to purchase an aggregate of 296,540 shares of our common stock; Dr. McCormick held outstanding options to purchase an aggregate of 453,392 shares of our common stock and 9,683 share of restricted stock; Mr. Momtazee held outstanding options to purchase an aggregate of 415,544 shares of our common stock; Mr. Satvat held outstanding options to purchase an aggregate of 550,021 shares of our common stock; Dr. Scott held outstanding options to purchase an aggregate of 296,540 shares of our common stock; Dr. Valantine held outstanding options to purchase an aggregate of 201,560 shares of our common stock; and Dr. Scheller held outstanding options to purchase an aggregate of 45,566 shares of our common stock, 1,192 shares of restricted stock and 78,196 restricted stock units. |
Director Compensation
| (2) In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic values that will be realized by the directors upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. |
Director Compensation
| (3) All cash payments to Dr. Aguiar were made payable to Aisling Capital Management LP. |
Director Compensation
| (4) All cash payments to Mr. Hassan were made payable to HGN Services, LLC. |
Director Compensation
| (5) Includes cash compensation of $500,000 and $13,200 in Company matching of 401(K) contributions paid to Dr. Homcy in his role as Chairman of Pharmaceuticals of the Company. See section titled “Certain Relationships and Related Party Transactions.” |
Director Compensation
| (6) All cash payments to Dr. Lo were made payable to LoTech Partners, LLC. In addition, in 2023 we also paid to QLS Advisors, LLC (“QLS”), of which Dr. Lo is the co-founder and chairman, an aggregate amount of $199,999 in connection with consulting services provided by BioSF Global, a joint collaboration of QLS. See section titled “Certain Relationships and Related Party Transactions.” |
Director Compensation
| (7) Dr. McCormick was appointed to the Board of Directors, effective February 21, 2023. Cash payment represents the pro-rated annual retainer for membership on the Board of Directors commencing February 2023. |
Director Compensation
| (8) Includes cash payments to Dr. McCormick of $500,000 for his consulting service to the Company regarding matters relating to oncology and pipeline development matters. See section titled “Certain Relationships and Related Party Transactions.” |
Director Compensation
| (9) All cash payments to Mr. Satvat were made payable to KKR Genetic Disorder L.P. In addition, we also paid to KKR Capital Markets LLC, an affiliate of KKR Genetic Disorder L.P., (i) $0.5 million related to commissions for acting as a representative of underwriters in connection with our March 2023 underwritten public offering of our common stock and (ii) a commission of $1.8 million for acting as a placement agent in our September 2023 private placement of our common stock. See section titled “Certain Relationships and Related Party Transactions.” |
Director Compensation
| (10) Mr. Saunders resigned from the Board of Directors, effective as of March 6, 2023. |
Director Compensation
| (11) Includes pro-rated annual retainer for Mr. Saunders’ membership on the Board of Directors ended March 2023. |
Director Compensation
| (12) Dr. Scheller resigned from the Board of Directors, effective as of February 21, 2023, but has continued to serve as Chairman of Research and Development of the Company. |
Director Compensation
| (13) Includes pro-rated annual retainer for Dr. Scheller’s membership on the Board of Directors ended February 2023. |
Director Compensation
| (14) Represents the grant date fair value, calculated in accordance with FASB ASC Topic 718, of 100,000 restricted stock units granted to Dr. Scheller in April 2023 after he resigned from the Board of Directors in February 2023. The restricted stock unit grant to Dr. Scheller was for his services to the Company in his role as Chairman of Research and Development of the Company. See section titled “Certain Relationships and Related Party Transactions.” |
Director Compensation
| (15) Includes cash compensation of $500,000 and a medical waiver valued at $2,400 paid to Dr. Scheller in his role as Chairman of Research and Development of the Company. See section titled “Certain Relationships and Related Party Transactions.” |
Executive Summary
Executive Summary BridgeBio Pharma, Inc. is a commercial-stage biopharmaceutical company founded to discover, create, test, and deliver transformative medicines to treat patients who suffer from genetic diseases and cancers with clear genetic drivers. Our pipeline of development programs ranges from early science to advanced clinical trials. BridgeBio was founded in 2015 and our team of experienced drug discoverers, developers and innovators are committed to applying advances in genetic medicine to help patients as quickly as possible. Since inception, we have created 17 Investigational New Drug applications (“INDs”) and had two products approved by the U.S. Food and Drug Administration (“FDA”). We work across over 20 disease states at various stages of development. Several of our programs target indications that we believe present the potential for our product candidates, if approved, to target portions of market opportunities of at least $1.0 billion in annual sales. 2023 Business and Financial Highlights In 2023, BridgeBio advanced multiple priority clinical programs while also strengthening our financial position and business operations. We delivered positive Phase 3 data and submitted a New Drug Application (“NDA”) for acoramidis for transthyretin amyloid cardiomyopathy (“ATTR-CM”) to the FDA. Four other clinical programs delivered positive data, including two of our priority programs for low-dose infigratinib for achondroplasia and BBP-418 for limb girdle muscular dystrophy type 2I (LGMD2I). We dosed our first patients in four trials and cleared INDs for two programs for which we intend to initiate clinical trials in 2024. Furthermore, we significantly strengthened our statement of financial position by raising $449.8 million from various equity financings in 2023 as disclosed in our 2023 Annual Report on Form 10-K, which laid the foundation for us to successfully refinance our senior secured credit, extend the maturity of our new senior secured credit, and secure $500 million in cash from a royalty agreement for acoramidis. We had cash, cash equivalents and restricted cash as of December 31, 2023 of $392.6 million as disclosed in our 2023 Annual Report on Form 10-K. We continued to pursue partnerships to strengthen our portfolio, including finalizing a strategic collaboration with National Resilience, Inc. to support our gene therapy manufacturing. This progress across our clinical programs and the efforts to strengthen our financial position enabled our company to deliver one-year total returns of greater than 400% to our stockholders in 2023 while maintaining a total equity overhang below the median of our 2023 peer companies. Consistent with our “pay for performance” philosophy, we continue to set executive compensation so that a significant portion is based on “at-risk” payments to maintain alignment between the interests of our executive officers and stockholders. Almost all compensation was “at risk” for our senior executives, including our NEOs. Overview of 2023 Compensation Outcomes We continue to reward our NEOs with competitive compensation packages that we believe directly align pay and pay outcomes with performance. The caliber of our performance in the areas of research, clinical, and regulatory milestones drives our compensation structure, specifically the degree to which our NEOs are granted equity awards and earn cash bonuses. Our Compensation Committee regularly examines our compensation program both from a design and pay outcome perspective. In line with our corporate performance in 2023, the Compensation Committee considered how our incentives provided appropriate levels of compensation given our performance and growth stage. In 2023, we set 94% of our CEO and 90% of our CFO compensation at risk in the form of performance-based bonuses and time-based equity awards to align the interests of our NEOs and stockholders. Key decisions impacting 2023 “at risk” NEO compensation included:
Executive Summary
| • | Annual Performance-Based Bonus – Our Compensation Committee and Board of Directors considered the totality of Company and individual performance, and applied discretion in determining the annual performance bonus for our NEOs. For 2023, our Board of Directors determined that we had a successful performance across scientific, clinical, and business priorities. As a result, our Compensation Committee determined that it was appropriate for our CFO to receive a bonus equal to 100% of target bonus percentage and for our CEO to receive a bonus equal to 150% of target bonus percentage. |
Executive Summary
| • | Long-term Incentives: 2023 Equity “Refresh” Award – The annual stock option grant and restricted stock unit (“RSU”) grants to our NEOs in February 2023 served as their 2023 annual refresh equity, focused primarily on aligning NEO financial incentives with shareholder interests and served as an additional retentive purpose. These awards reflect our equity guidelines and are based on market data provided to us by our compensation consultant. |
Compensation Philosophy and Objectives
| • | Attract and retain top performers at all levels who contribute to our long-term success; |
Compensation Philosophy and Objectives
| • | Directly tie rewards to performance through a long-term incentive compensation program that pays out when we achieve specified value inflection points. |
Pay Components
| Base Salary | Base salaries are fixed annual cash compensation established and reviewed annually with consideration for individual responsibilities and experience, competitive market data, and individual contributions. Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executive officers. | | Annual Performance-based Bonus | The annual performance-based bonus opportunity is a variable, cash incentive program. It is intended to motivate and reward our executive officers for the achievement of key strategic goals of the Company. In determining the annual performance-based bonus for our CEO and CFO, our Compensation Committee reviews corporate performance and considers whether there have been any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. Our Compensation Committee then makes a recommendation to our Board of Directors on the bonus amount based on the totality of Company and individual performance. | | Long-Term Equity Incentives | Long-term incentive compensation in the form of equity awards incentivizes our executive officers to create sustainable long-term stockholder value, while also providing a retention vehicle for our top executive talent and promoting an ownership culture. Equity awards are granted in the form of time-based stock options and/or RSU awards. These awards are typically granted on an annual basis. | | | From time to time, our Compensation Committee may determine it is in the Company’s best interest to use other award types, such as performance-based or milestone achievement equity awards, to drive the achievement of specific performance outcomes. Our Compensation Committee did not use these options or other award types for NEO compensation for 2023. |
Pay Components
| What We Do | What We Don’t Do | | Pay for performance - structure a substantial portion of pay to be “at risk” and based on Company and individual performance | No excise tax reimbursement or “gross ups” in the event of a change in control | | Maintain a long-term strategic plan for equity compensation and avoid undue emphasis on short-term value creation | No significant health and welfare benefits or perquisites that are not available to all employees | | Retain an independent compensation consultant | No hedging or pledging of securities | | Review compensation peer group and analyze peer company executive pay regularly | No retirement programs other than our Section 401(k) retirement savings plan | | Maintain an independent Compensation Committee | | | Conduct an annual say-on-pay vote | | | Maintain a compensation clawback policy | |
Annual Performance-Based Cash Bonus
Annual Performance-Based Cash Bonus In addition to base salaries, our NEOs are eligible to receive annual performance-based cash bonuses, which are designed to provide appropriate incentives to our executive officers to achieve corporate objectives and individual accomplishments, and to reward our executive officers who significantly impact our results. Each NEO has a target annual performance-based cash bonus represented as a percentage of base salary, or a target bonus percentage, each of which is set forth below. For 2023, our CEO’s target bonus percentage was decreased from 100% to 70%, based on recommendations from Compensia as necessary to be competitive with our 2023 compensation peer group. Our Compensation Committee did not make a change to our CFO’s target bonus percentage for 2023:
Annual Performance-Based Cash Bonus
| Name | 2023 Base Salary | 2023 Target Bonus (% of base salary) | 2023 Target Bonus ($) | | Neil Kumar, Ph.D. | $742,000 | 70% | $519,400 | | Brian Stephenson, Ph.D., CFA | $650,000 | 75% | $487,500 |
Annual Performance-Based Cash Bonus
Our Compensation Committee and our Board of Directors review our Company’s corporate performance and consider whether there have been any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. The actual amount of bonus compensation that is earned by our NEOs is a discretionary determination made by our Board of Directors based on the recommendation of our Compensation Committee. Our Board of Directors believes that it can responsibly discharge its duties by maintaining discretion to evaluate corporate performance at the close of the year based on the totality of the circumstances and exercise the discretion to award or not award bonus compensation without reliance on rote calculations under set formulas. Payouts of earned bonuses, if any, are generally made in the year following the year of performance, subject to continued employment on the bonus payment date. For 2023, our Board of Directors determined that our Company had successful performance across scientific, clinical, and business priorities. On the clinical development front, our Company delivered positive Phase 3 data and submitted an NDA for acoramidis for ATTR-CM to the FDA, delivered positive data from four other clinical programs, dosed our first patients in four other clinical trials, and cleared INDs for two programs for which we intend to initiate clinical trials in 2024. On the business side, we significantly strengthened our statement of financial position by raising $449.8 million from various equity financings in 2023 as disclosed in our 2023 Annual Report on the Form 10-K. Based on our Company’s strong performance in 2023 across clinical programs and our broader business success, which collectively delivered a one-year TSR percentage of greater than 400%, our Compensation Committee and Board of Directors decided to pay 150% of the target performance bonus to our CEO, recognizing his strong individual performance in leading our Company’s achievements in 2023. Our Compensation Committee and Board of Directors decided to pay 100% of the target performance bonus to our CFO, recognizing his strong individual performance related to strengthening our financial position from the equity financings and ensuring adequate cash resources to fund our planned operations, strengthening internal operations and controls, and building cross-organization and cross-function capabilities.
Annual Performance-Based Cash Bonus
| Name | 2023 Target Bonus ($) | 2023 Bonus Payout ($) | 2023 Bonus Payout (% of bonus target) | | Neil Kumar, Ph.D. | $519,400 | $779,100 | 150% | | Brian Stephenson, Ph.D., CFA | $487,500 | $487,500 | 100% |
Long-term Incentive Program
Long-term Incentive Program Our long-term incentive compensation awards are designed to align the interests of our NEOs with the interests of our stockholders. We believe that equity compensation is an integral component of our efforts to attract and retain exceptional executives, senior management, and other employees at this critical point in our trajectory. The total value of equity awarded as well as the split between options and RSUs is recommended by our Compensation Committee to the full Board of Directors, taking into consideration Compensia’s recommendation and analysis of our compensation peer group. The following table summarizes the equity grants to our NEOs in 2023:
Long-term Incentive Program
| Name | 2023 Refresh RSUs and Stock Options (grant date) | 2023 Refresh RSU (# of shares) | 2023 Refresh Stock Options (# of shares) | Strike Price of 2023 Refresh Stock Options ($) | | Neil Kumar, Ph.D. | 2/10/2023 | 536,704 | 624,652 | $11.41 | | Brian Stephenson, Ph.D., CFA | 2/10/2023 | 277,893 | 323,431 | $11.41 |
Long-term Incentive Program
The 2023 annual option grants vest monthly in equal increments over a four-year period following the vesting commencement date of February 10, 2023, subject to the NEO’s continued services with us through each vesting date. The 2023 annual RSU awards vest with respect to 1/16th of the underlying shares on May 16, 2023 and thereafter 1/16th of the underlying shares vest on a quarterly basis, subject to the NEO’s continued service through each vesting date. Additional details regarding these options are set forth in the “Grants of Plan-Based Awards for Fiscal Year 2023 Table” and the “Outstanding Equity Awards at 2023 Fiscal Year End Table” below.
Severance Arrangements
Severance Arrangements In addition to base salaries, annual performance-based cash bonuses and long-term incentive compensation awards, our employees, including our executive officers, are eligible to receive certain payments and/or benefits upon qualifying terminations of employment from the Company, both in connection with and unrelated to a change in control. We consider it essential and in the best interests of our stockholders to foster the continuous employment of our executive officers. Accordingly, we believe that reasonable and competitive post-employment compensation arrangements are an important part of an executive compensation program to attract and retain highly qualified executive officers. Our NEOs are party to offer letters with the Company that provide certain payments and benefits upon a qualified termination event not in connection with a change in control. Our philosophy is that outside of a change in control context, severance protections are only appropriate in the event an executive officer is involuntarily terminated by us without cause or if the executive voluntarily resigns for good reason, and such protections are only provided upon the executive officer’s execution of an effective release of claims. The Compensation Committee determined that such payments and benefits are necessary to recruit and retain top talent and to align with market norms. We also believe that the occurrence or potential occurrence of a change in control will create uncertainty regarding the continued employment of our executive officers. In order to encourage them to remain employed with us during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we provide our NEOs, through their offer letters and the Company’s change in control policy, with the opportunity to receive additional severance protections during a change in control protection period, including certain cash payments, equity acceleration and/or other benefits, subject to the executive officer’s execution of an effective release of claims. The primary purpose of these arrangements is to keep our executive officers focused on pursuing potential corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may impact their own job security. The enhanced severance benefits are “double trigger” because a change in control alone (except, in the case of equity awards, when such awards are not assumed, continued or substituted by the successor in connection with the change in control) cannot trigger such payments and benefits. Rather, such enhanced severance benefits are triggered only if there is a qualifying termination of an NEO’s employment within the change in control protection period. In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of equity-based awards accelerated automatically as a result of the transaction. We believe that the severance benefits provided to our NEOs are appropriate in light of the severance protections available to similarly-situated executive officers at our peer companies and are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections. For a full description of the severance arrangements applicable to our NEOs, please see our “Employment Arrangements with our Named Executive Officers” and “Potential Payments on Termination or Change in Control Table” below.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, and paid to our NEOs for services rendered to us in all capacities for the years ended as set forth below.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Neil Kumar, Ph.D. Chief Executive Officer | 2023 | 742,000 | 779,100 | 6,123,793 | 4,499,993 | 13,740(3) | 12,158,626 | | | 2022 | 1,106,000 | 940,100 | 4,571,519 | — | 56,818 | 6,674,437 | | | 2021 | 725,000 | — | 2,638,134 | 22,230,967 | 32,858 | 25,626,959 | | Brian Stephenson, Ph.D., CFA Chief Financial Officer | 2023 | 650,000 | 487,500 | 3,170,759 | 2,329,997 | 13,740(3) | 6,651,996 | | | 2022 | 650,000 | 487,500 | 1,807,692 | — | 12,200 | 2,957,392 | | | 2021 | 600,000 | 225,000 | 1,442,224 | 6,398,473 | 11,600 | 8,677,297 |
2023 Summary Compensation Table
| (1) The bonus amounts reported reflect the discretionary cash bonuses earned by the NEOs, and determined by our Board of Directors, for the applicable fiscal year, which was based on several factors, including our Company’s and our NEOs’ performance during such fiscal year. |
2023 Summary Compensation Table
| (2) In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. |
2023 Summary Compensation Table
| (3) The amount reported represents $13,200 for employer matching contributions received under the Company’s 401(k) plan and $540 in imputed income for parking for each of Drs. Kumar and Stephenson. |
Grants of Plan-Based Awards for Fiscal Year 2023 Table
Grants of Plan-Based Awards for Fiscal Year 2023 Table The following table sets forth the individual awards made to each of our NEOs during 2023. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” above.
Grants of Plan-Based Awards for Fiscal Year 2023 Table
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Neil Kumar, Ph.D. | 2/10/2023 | | 624,652 | 11.41 | 4,499,993 | | | 2/10/2023 | 536,704 | | | 6,123,793 | | Brian Stephenson, Ph.D., CFA | 2/10/2023 | | 323,431 | 11.41 | 2,329,997 | | | 2/10/2023 | 277,893 | | | 3,170,759 |
Grants of Plan-Based Awards for Fiscal Year 2023 Table
| (1) The amounts shown represent time-based RSUs granted pursuant to the 2021 Plan, which amounts will be payable in shares of our common stock if the service-based conditions for such time-based RSUs are met. The vesting schedules for such time-based RSUs are set forth in the “Outstanding Equity Awards at 2023 Fiscal Year End Table” below. |
Grants of Plan-Based Awards for Fiscal Year 2023 Table
| (2) The amounts shown represent time-based stock options granted pursuant to our 2021 Plan. The vesting schedules for such time-based stock options are set forth in the “Outstanding Equity Awards at 2023 Fiscal Year End Table” below. |
Grants of Plan-Based Awards for Fiscal Year 2023 Table
| (3) Based on the closing price per share of our common stock as reported by the Nasdaq Global Select Market on the date of grant. |
Grants of Plan-Based Awards for Fiscal Year 2023 Table
| (4) The amounts represent the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during 2023, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
Outstanding Equity Awards at 2023 Fiscal Year End Table The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2023:
Outstanding Equity Awards at 2023 Fiscal Year End Table
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | Neil Kumar, Ph.D. | 06/26/2019 | 1,742,882(2) | — | $17.00 | 06/26/29 | — | — | | | 07/01/2019 | — | — | — | — | 63,571(3) | $2,566,361 | | | 06/03/2020 | 516,732 | 73,819(4) | $28.86 | 06/02/30 | — | — | | | 06/03/2020 | — | — | — | — | 10,259(5) | $414,156 | | | 02/10/2021 | 160,062 | 65,909(6) | $68.87 | 02/09/31 | — | — | | | 02/10/2021 | — | — | — | — | 11,971(7) | $483,269 | | | 12/03/2021 | 393,036 | 393,036(8) | $38.62 | 12/02/31 | — | — | | | 03/16/2022 | — | — | — | — | 61,182(9) | $2,469,917 | | | 02/10/2023 | 130,135 | 494,517 (10) | $11.41 | 2/09/33 | — | — | | | 02/10/2023 | — | — | — | — | 436,072(11) | $17,604,227 | | Brian Stephenson, Ph.D., CFA | 06/26/2019 | 516,670(2) | — | $17.00 | 06/26/29 | — | — | | | 07/01/2019 | — | — | — | — | 608(3) | $24,545 | | | 06/03/2020 | 172,243 | 24,607(4) | $28.86 | 06/02/30 | | | | | 06/03/2020 | — | — | — | — | 3,420(5) | $138,065 | | | 02/10/2021 | 52,020 | 21,420(6) | $68.87 | 02/09/31 | — | — | | | 02/10/2021 | — | — | — | — | 3,891(7) | $157,080 | | | 12/03/2021 | 105,682 | 105,684(8) | $38.62 | 12/02/31 | — | — | | | 12/03/2021 | — | — | — | — | 7,572(12) | $305,682 | | | 03/16/2022 | — | — | — | — | 24,193(9) | $976,671 | | | 02/10/2023 | 67,381 | 256,050(10) | $11.41 | 2/09/33 | — | — | | | 02/10/2023 | — | — | — | — | 225,789(11) | $9,115,102 |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (1) Based on a price of $40.37 per share, which was the closing price per share of our common stock as reported by the Nasdaq Global Select Market on December 29, 2023, the last trading day of 2023. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (2) Represents fully vested shares subject to such stock option award. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (3) Represents shares of restricted common stock that were issued in exchange for common units in BridgeBio Pharma LLC in connection with the reorganization of our corporate structure on July 1, 2019 (the “Reorganization”). The shares fully vested on February 12, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (4) The shares underlying this stock option award vest as follows: 1/48th of the shares vest on a monthly basis following the vesting commencement date of June 3, 2020, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (5) Represents restricted stock units that vest in equal quarterly installments for four years following the vesting commencement date of May 16, 2020, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (6) The shares underlying this stock option award vest in equal monthly installments over four years following the vesting commencement date of February 10, 2021, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (7) Represents restricted stock units that vest in equal quarterly installments for four years following the vesting commencement date of February 16, 2021, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (8) The shares underlying this stock option award vest as follows: 1/4th of the shares vested on December 3, 2022, and the remaining shares vest in equal monthly installments thereafter for the next three years, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (9) Represents restricted stock units that fully vested with respect to the underlying shares on February 16, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (10) The shares underlying this stock option award vest as follows: 1/48th of the shares vest on a monthly basis following the vesting commencement date of February 10, 2023, subject to the grantee’s continuous service through each such vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (11) Represents restricted stock units that vested with respect to 1/16th of the underlying shares on May 16, 2023, and vest with respect to 1/16th of the underlying shares in equal quarterly installments thereafter, subject to the grantee’s continued service through each vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (12) Represents restricted stock units that vested with respect to 1/4th of the underlying shares on November 16, 2022, and vest with respect to 1/12th of the remaining underlying shares in equal quarterly installments thereafter, subject to the grantee’s continuous service through each such vesting date. |
Option Exercises and Stock Vested in Fiscal Year 2023 Table
Option Exercises and Stock Vested in Fiscal Year 2023 Table The following table sets forth the number of shares of our common stock acquired and the value realized upon vesting of restricted stock and restricted stock unit awards during the fiscal year ended December 31, 2023 by each of our NEOs. None of our NEOs exercised options during the fiscal year ended December 31, 2023.
Option Exercises and Stock Vested in Fiscal Year 2023 Table
| | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Neil Kumar, Ph.D. | 756,874 | $15,988,728 | | Brian C. Stephenson, Ph.D., CFA | 215,379 | $4,674,025 |
Option Exercises and Stock Vested in Fiscal Year 2023 Table
| (1) The value realized upon vesting of restricted stock and restricted stock units is calculated by multiplying (i) the number of shares of restricted stock and restricted stock units vested by (ii) the closing market price of our common stock on the vesting date. The value does not necessarily reflect the actual proceeds received. |
Potential Payments on Termination or Change in Control Table
Potential Payments on Termination or Change in Control Table The table below quantifies the potential payments and benefits that would have become due to our NEOs assuming that a qualifying termination of employment occurred on December 29, 2023, the last business day of 2023. The table does not include the prorated annual bonus opportunity that Dr. Kumar would be entitled to because the 2023 bonus was discretionary. Our 2021 Plan provides for full acceleration of outstanding time-based awards in the event the awards will not be assumed, substituted or continued in connection with a sale event (as defined in the 2021 Plan), which applies to all plan participants, including our NEOs. For purposes of the table below, we have assumed that all awards granted under the 2021 Plan would be assumed, substituted or continued by a successor entity. In the event there is no assumption, substitution or continuation, then the vesting of all time-based awards would be fully accelerated, and the potential benefits from such acceleration due to our NEOs assuming that the event occurred on December 31, 2023 would be the same as those calculated for “Termination Without Cause of Resignation for Good Reason in Connection with a Change in Control” in the table below. Our NEOs are also entitled to certain change in control benefits provided to all participants of our 2021 Plan under the Company’s change in control policy. Specifically, in the event of a termination of a participant’s employment by the Company without “cause” or the participant’s resignation from employment for “good reason,” in either case which occurs upon or within 12 months after the completion of a “sale event” of the Company and subject to the participant’s execution of a severance agreement, the participant is entitled to full acceleration of vesting of then unvested and outstanding restricted stock awards, stock options, restricted stock units and any other equity awards of the Company with time-based vesting as of the date of such termination. The terms “good reason,” “cause” and “sale event” are as defined in the change in control policy. For purposes of the table below, the value of accelerated vesting of equity awards is based on the closing price of $40.37 per ordinary share on December 29, 2023, minus, in the case of stock options, the exercise price of the unvested and outstanding stock option shares subject to acceleration.
Potential Payments on Termination or Change in Control Table
| Name | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards ($) | Continuation of Insurance Coverage ($) | Total ($) | | Neil Kumar, Ph.D. | | | | | | | Termination Without Cause or Resignation for Good Reason | 742,000 | — | — | 42,403 | 784,403 | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 742,000 | — | 39,396,612 | 42,403 | 40,181,015 | | Brian C. Stephenson, Ph.D., CFA(1) | | | | | | | Termination Without Cause or Resignation for Good Reason | — | — | — | — | — | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | — | — | 18,600,527 | — | 18,600,527 |
Potential Payments on Termination or Change in Control Table
| (1) Pursuant to Dr. Stephenson’s offer letter dated October 28, 2018, he was not entitled to potential payments assuming that a qualifying termination of employment occurred on December 29, 2023. See the section “Employment Arrangements with our Named Executive Officers” above for details of certain termination or change in control benefits provided to Dr. Stephenson as of February 21, 2024, the effective date of the amendment to his offer letter. |
CEO Pay Ratio
CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the annual total compensation of all our employees (except for our Chief Executive Officer), the annual total compensation of our Chief Executive Officer, and the ratio of the median of the annual total compensation of all our employees as compared to the annual total compensation of our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. Identification of Median Employee Under Item 402(u) of Regulation S-K, we may identify our median employee only once every three years and calculate total compensation for that employee each year; provided that, during our last completed fiscal year there has been no change in (1) our employee population or (2) employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Following the significant reduction in force during 2022, we identified a new median employee in 2022. Despite growing by approximately 160 employees in 2023, we conducted an internal analysis of the 2023 new hires and determined that they were distributed evenly around the median employee from 2022, as a result we determined to use the same median employee identified in 2022 for 2023. Determination Date As explained above, we have determined to use the same median employee for 2023 as the one we identified in 2022. We identified the median employee using our employee population (except for our Chief Executive Officer) on December 31, 2022 of 397 individuals (which included all employees, whether employed on a full-time, part-time, seasonal or temporary basis).
Pay-Versus-Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | | Net Loss Attributable to Common Stockholders of BridgeBio(7) | Company- Selected Measure (Revenue)(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $12,158,626 | $70,060,160 | $6,651,996 | $29,070,865 | $115 | $119 | ($643,202,000) | $9,303,000 | | 2022 | $6,674,437 | ($11,343,340) | $2,957,392 | ($783,731) | $22 | $114 | ($481,183,000) | $77,648,000 | | 2021 | $25,626,959 | ($132,750,009) | $8,677,297 | (23,115,955) | $48 | $126 | ($562,539,000) | $69,716,000 | | 2020 | $10,054,909 | $151,056,692 | $4,762,662 | $18,433,250 | $203 | $126 | ($448,724,000) | $8,249,000 |
Pay-Versus-Performance Table
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Kumar, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Dr. Kumar during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Kumar’s total compensation for 2023 to determine the “compensation actually paid” to him for such fiscal year: |
Pay-Versus-Performance Table
| (4) The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our CFO, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our CFO during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for 2023 to determine the executive compensation actually paid, using the same methodology described above in Note 4(b) below: |
Executive Officer and Director Compensation
Executive Officer and Director Compensation See the sections titled “Executive Compensation” and “Proposal 1—Election of Directors—Director Compensation” for information regarding compensation of our executive officers and directors, respectively.