DEF 14A of Prokidney Corp.
Filed Apr 26, 2024 · FY20230001140361-24-022484
Our Board of Directors
Our Board of Directors
Corporate Governance
Corporate Governance Composition of the Board ProKidney’s business and affairs is organized under the direction of the Board. Mr. Legorreta serves as the Chairperson of the Board. The primary responsibilities of Board are to provide oversight, strategic guidance, counseling and direction to ProKidney’s management. The Board meets on a regular basis and additionally as required. In accordance with the terms of our Second Amended and Restated Memorandum and Articles of Incorporation (the “Charter”), the Board may establish the authorized number of directors from time to time by resolution. The Board currently consists of nine members and is divided into three classes with staggered three-year terms. At each annual general meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual general meeting following election. ProKidney’s directors are divided among the three classes as follows:
Corporate Governance
| • | the Class II directors are Jennifer Fox, John M. Maraganore, Ph.D. and José Ignacio Jiménez Santos, and their terms will expire at the annual general meeting of shareholders to be held in 2024; |
Corporate Governance
| • | the Class III directors are Bruce Culleton, M.D., Pablo Legorreta and Uma Sinha, Ph.D., and their terms will expire at the annual general meeting of shareholders to be held in 2025; and |
Corporate Governance
| • | the Class I directors are William F. Doyle, Alan M. Lotvin, M.D., Brian J. G. Pereira, M.D., and their terms will expire at the annual general meeting of shareholders to be held in 2026. |
Corporate Governance
The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. On April 25, 2024, the Board accepted the recommendation of the Nominating Committee and voted to nominate Jennifer Fox and José Ignacio Jiménez Santos for election at the annual meeting for a term of three years to serve until the 2027 annual general meeting of shareholders, and until their respective successors have been elected and qualified. Dr. Maraganore’s term will expire at the annual general meeting of shareholders to be held in 2024 and thereafter the Board will consist of eight members. Set forth below are the names of the persons nominated for election as directors and those directors whose terms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years as of April 25, 2024. Additionally, information about the specific experience, qualifications, attributes or skills that led to the Board’s conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:
Corporate Governance
| Name | Age | Position | | Pablo Legorreta | 60 | Chairman of the Board, Director | | Bruce Culleton, M.D. | 56 | Chief Executive Officer and Director | | William F. Doyle | 61 | Director | | Jennifer Fox | 52 | Director | | José Ignacio Jiménez Santos | 49 | Director | | Alan M. Lotvin, M.D. | 62 | Director | | Brian J.G. Pereira, M.D. | 65 | Director | | Uma Sinha, Ph.D. | 67 | Director |
Director Nominees
Director Nominees
Class II Director Nominees for Election for a Three-year Term Expiring at the Company’s 2027 Annual General Meeting of Shareholders
Class II Director Nominees for Election for a Three-year Term Expiring at the Company’s 2027 Annual General Meeting of Shareholders Jennifer Fox Ms. Fox has served on the Board and as the Chair of its Audit Committee as well as on the board of directors of ProKidney Corp. GP Limited (“GP”) the (“GP Board”) since July 2022. She also has been a board member and chair of the audit committee at Apogee Therapeutics, Inc. (Nasdaq; APGE) since July 2023. She has served as the co-chair of Life Science Cares New York since August 2022, where she is also a member of its National Committee, since December 2023. Ms. Fox has served as the Chief Business Officer and Chief Financial Officer of Zenas BioPharma since December 2023. Prior to that role, Ms. Fox served as the Chief Financial Officer of Nuvation Bio Inc. from October 2020 to November 2023. Previous to that, Ms. Fox served as Managing Director, Co-Head of North America Healthcare Corporate and Investment Banking Group at Citigroup from June 2015 to October 2020. From February 2006 to June 2015, Ms. Fox served as Managing Director at Deutsche Bank, most recently also as Co-Head of Life Sciences Investment Banking Group. Prior to that, Ms. Fox served as Senior Managing Director Healthcare Investment Banking at Bear Stearns, Vice President Healthcare Investment Banking at Bank of America and Financial Analyst, Investment Banking Analyst, Associate, Vice President, Health Care Investment Banking at Prudential Vector Healthcare Group and Prudential Securities Incorporated. Ms. Fox received B.S. degrees in Finance and Marketing from Manhattan College. We believe that Ms. Fox is qualified to serve on the Board because she has over 25 years of experience in the healthcare investment banking industry and has been a lead advisor to life sciences companies on over 200 financing and strategic transactions. José Ignacio Jiménez Santos Mr. Jiménez Santos has served on the Board and on the GP Board since the Closing and was a member of the board of ProKidney GP Limited (“Legacy GP”) (the “Legacy GP Board”) from August 2021 until the Closing. Mr. Jiménez Santos has served as the Chief Executive Officer of Afore Inbursa since August 2015 and the Chief Investment Officer of Grupo Financiero Inbursa, SAB de C.V., a public company registered on the Mexican Stock Exchange, since August 2013. Mr. Jiménez Santos served on the board of directors of Procesar SA de C.V., a private company that provides data processing services, from May 2019 to May 2022. Mr. Jiménez Santos also serves on the board of directors of Glycosyn, a private biotechnology company developing products based on unique bioactive sugars found in human milk. Mr. Jiménez Santos received his bachelor’s degree in economics and finance from the Instituto Tecnológico Autonomo de México. We believe that Mr. Jiménez Santos’ combined experience in finance, international investments and the biotechnology industry provide him with the qualifications and skills to serve as a member of the Board.
Class III Directors Continuing in Office Until the Company’s 2025 Annual General Meeting of Shareholders
Class III Directors Continuing in Office Until the Company’s 2025 Annual General Meeting of Shareholders Bruce Culleton, M.D. Dr. Culleton has served on our Board and as our Chief Executive Officer, as well as a director on the GP Board, since November 2023. Prior to his appointment as Chief Executive Officer, Dr. Culleton served as the Company’s Executive Vice President, Clinical Development & Commercialization since July 2023. He has more than two decades of experience in industry and academia with a primary focus on kidney health. Prior to joining the Company, Dr. Culleton served as the Vice President and General Manager of CVS Kidney Care, LLC, a subsidiary of CVS Health Corporation (NYSE: CVS), a health solutions company, from June 2022 to July 2023. Previously, he served as Vice President and Chief Medical Officer at CVS Kidney Care from October 2017 to June 2022. Before joining CVS Health Corporation, he was Vice President, Global Clinical Development and World Wide Vice President, Medical Affairs, Medication and Procedural Solutions at Becton, Dickinson and Company (NYSE: BDX), a global medical technology company, from 2016 to 2017; and previously Vice President, Renal Therapeutic Area at Baxter International Inc. (NYSE: BAX), a healthcare company, from 2007 to 2016. Prior to beginning his industry career in 2007, Dr. Culleton was a Clinical Associate Professor, Department of Medicine at the University of Calgary. Dr. Culleton holds a Bachelor’s degree in Medical Science and a Doctor of Medicine degree from Memorial University of Newfoundland, and a Master’s degree in Business Administration from Northwestern University, Kellogg School of Management. He completed a specialization in Internal Medicine and Nephrology through the Royal College of Physicians and Surgeons of Canada, as well as a fellowship in Clinical Epidemiology at Boston University, Framingham Heart Study. We believe that Dr. Culleton’s qualifications to serve as a member of the Board include his knowledge of our business as our Chief Executive Officer and his extensive leadership experience in the healthcare industry. Pablo Legorreta Mr. Legorreta has served as Chairman of the Board and a director on the GP Board since the Closing. Mr. Legorreta served on the Legacy GP Board from August 2021 until the Closing, as a director of the board of ProKidney-KY (the “ProKidney-KY Board”) since January 2019, and as a manager of ProKidney LLC, a limited liability company incorporated under the laws of Bermuda, since January 2019. Mr. Legorreta is the founder and has served as Chief Executive Officer of Royalty Pharma plc (Nasdaq: RPRX), a rapidly growing biopharma company and one of the largest dedicated life sciences investors in the world, since September 1996. Mr. Legorreta has also served as the Chairman of the board of directors of Royalty Pharma plc since April 2020. Mr. Legorreta has over 25 years of experience building and managing Royalty Pharma plc. Additionally, Mr. Legorreta is a co-founder of Pharmakon Advisors, LP, a leading provider of debt capital to the life sciences industry, where he has served as a managing member, since April 2009. Mr. Legorreta has served as a director of Epizyme, Inc. (Nasdaq: EPZM), a fully integrated, commercial-stage biopharmaceutical company developing and delivering novel epigenetic therapies, since November 2019. Mr. Legorreta has served on the Board of Governors of the New York Academy of Sciences since January 2015, the Board of Trustees of Rockefeller University since March 2017, and the Board of Trustees and Compensation, Research and Innovation and Development Committees of the Hospital for Special Surgery since January 2015. Mr. Legorreta has also served on the boards of Brown University; Pasteur Foundation (French: Institut Pasteur), a French non-profit private foundation dedicated to the study of biology, micro-organisms, diseases, and vaccines; Open Medical Institute, an international initiative for medical professionals, which through education and research, aims to improve healthcare on a global scale; and The Park Avenue Armory, a nonprofit cultural institution within the historic Seventh Regiment Armory. Mr. Legorreta is the founder and Chairman of Alianza Me´dica para la Salud, a non-profit organization dedicated to enhancing the quality of health care in Latin America by providing doctors and healthcare providers with continued education opportunities. Since its foundation in December 2010, AMSA has provided over 500 scholarships to Mexican and Latin American doctors and healthcare providers to study abroad. Mr. Legorreta is also a founding member of Mount Sinai’s new Institute for Health Equity Research, which is created in May 2020 in part as a response to the health inequities made apparent by COVID-19. Mr. Legorreta received his B.A. degree in Industrial Engineering from Universidad Iberoamericana in Mexico City. We believe that Mr. Legorreta’s experience in investing in pharmaceutical royalties and managing a growing life sciences investment company, as well as significant background in investment banking and debt financing provide him with the qualifications and skills to serve as the Chairman and a member of the Board. Uma Sinha, Ph.D. Dr. Sinha has served on the Board and on the GP Board since the Closing. Dr. Sinha was a member of the SCS Board from September 2021 until the Closing. In April, 2016, Dr. Sinha was appointed the Chief Scientific Officer of BridgeBio Pharma, Inc. (“BridgeBio”) (Nasdaq: BBIO) and serves as the Chief Scientific Officer of other BridgeBio subsidiaries, including Eidos Therapeutics. Prior to that, Dr. Sinha served as Chief Scientific Officer of Global Blood Therapeutics, Inc., a clinical-stage biopharmaceutical company, from 2014 to 2015 and as Senior Vice President of research from 2013 to 2014. She was Vice President, head of biology at Portola Pharmaceuticals, Inc., a clinical-stage biotechnology company, from 2010 to 2012 and was the Vice President of translational biology from 2004 to 2010. Previously, Dr. Sinha held senior research positions at Millennium Pharmaceuticals, Inc., a biopharmaceutical company, and COR Therapeutics, Inc., a biopharmaceutical company. Dr. Sinha was formerly a director of Eidos Therapeutics (Nasdaq: EIDX) from December 2019 through February 2021. Dr. Sinha received her Ph.D. in biochemistry from the University of Georgia and her B.Sc. with honors in chemistry from Presidency College. We believe Dr. Sinha’s qualifications to serve on the Board include her significant scientific experience in the biopharmaceutical industry.
Class I Directors Continuing in Office Until the Company’s 2026 Annual General Meeting of Shareholders
Class I Directors Continuing in Office Until the Company’s 2026 Annual General Meeting of Shareholders William F. Doyle Mr. Doyle has served on the Board and on the GP Board since the Closing. Mr. Doyle was a member of the Legacy GP Board from January 2022 until the Closing and has served on the ProKidney-KY Board, since January 2022. Mr. Doyle is a recognized expert in medical devices commercialization with over 30 years’ experience in the advanced technology and healthcare industries as an entrepreneur, executive and investor. He has served as Executive Chairman of NovoCure Limited (Nasdaq: NVCR), a commercial-stage oncology company which is currently developing Tumor Treating Fields, a new therapy for solid tumor cancers (“NovoCure”), since May 2016 and a member of the board of directors of NovoCure since Feburary, 2004. Previously, Mr. Doyle was a member of the Johnson & Johnson’s (NYSE: JNJ) Medical Devices and Diagnostics Group Operating Committee and was the Vice President, Licensing and Acquisitions from 1994 to 1999. While at Johnson & Johnson, Mr. Doyle was also the Worldwide President of Biosense-Webster, Inc. and a member of the board of directors of Johnson & Johnson Development Corporation, Johnson & Johnson’s venture capital subsidiary. Mr. Doyle has served as a member of the board of directors of Elanco Animal Health, Inc. (NYSE: ELAN), a global leader in animal health dedicated to innovating and delivering products and services to prevent and treat disease in farm animals and pets, creating value for farmers, pet owners, veterinarians, stakeholders, and society as a whole, since October 2020. Previously, Mr. Doyle served as a member of the board of directors of OptiNose, Inc. (Nasdaq: OPTN), a pharmaceutical company focused on patients treated by ear, nose and throat (ENT) and allergy specialists, from June 2004 to October 2020, and Zoetis, Inc. (NYSE: ZTS), a leading animal health company, dedicated to supporting its customers and their businesses, from February 2015 to March 2016 and Minerva Neurosciences, Inc. (Nasdaq: NERV), a clinical-stage biopharmaceutical company focused on the development of therapies to treat central nervous system disorders, from November 2017 to May 2023. Mr. Doyle earned his S.B. in Materials Science and Engineering from Massachusetts Institute of Technology and his M.B.A. from Harvard Business School. We believe Mr. Doyle is qualified to serve on the Board due to his business and investment experience and his extensive knowledge of ProKidney and the healthcare industry. Alan M. Lotvin, M.D. Dr. Lotvin has served on the Board and on the GP Board since the Closing. Dr. Lotvin was a member of the Legacy GP Board from January 2022 until the Closing and has served on the ProKidney KY-Board since January 2022. Dr. Lotvin has served as the Executive Vice President at CVS Health Corp (NYSE: CVS), a leading health solutions company, since November 2012, and the President of CVS Caremark since March 2020. Prior to that, Dr. Lotvin served as the Executive Vice President—Transformation at CVS Health Corporation from June 2018 to February 2020 and the Executive Vice President—Specialty Pharmacy at CVS Caremark from November 2012 to May 2018. Dr. Lotvin has extensive experience in the pharmacy benefit management (“PBM”) and specialty pharmacy industries. Before joining CVS Health Corp, Dr. Lotvin was the President and Chief Executive Officer of ICORE Healthcare, a Magellan Health Services company, and prior to that, Dr. Lotvin held senior positions in the PBM industry. Dr. Lotvin earned his B.S. in Biochemistry from Stony Brook University, his M.D. in Medicine from SUNY Downstate Health Sciences University, and his M.A. in Medical Informatics from Columbia University Graduate School of Arts and Sciences. We believe Dr. Lotvin is qualified to serve on the Board due to his extensive knowledge of ProKidney and the healthcare industry. Brian J. G. Pereira, M.D. Dr. Pereira has served on the Board and on the GP Board since the Closing and was a member of the Legacy GP Board from January 2022 until the Closing. Dr. Pereira has served as the Chief Executive Officer and member of the Board of Directors of Visterra Inc., a clinical-stage biotechnology company committed to developing innovative antibody-based therapies for the treatment of patients with kidney diseases and other hard-to-treat diseases. Visterra Inc was acquired by Otsuka in 2018 and is a subsidiary of Otsuka America Inc., a global healthcare company listed on the Tokyo Stock Exchange. Dr. Pereira is a nationally recognized expert on kidney diseases, is the former Editor of the widely read textbook “Chronic Kidney Disease, Dialysis and Transplantation,” and has over 200 scientific papers to his credit. He currently serves on the board of directors of Africa Healthcare Network, Ltd, a dialysis provider, and as the Chairman of the Board of directors of KalVista Pharmaceuticals, Inc. (Nasdaq: KALV), a pharmaceutical company focused on the discovery, development, and commercialization of small molecule protease inhibitors for diseases with significant unmet need. He was the former Executive Chairman of the Board of directors of Abeona Therapeutics Inc. (Nasdaq: ABEO), a clinical-stage biopharmaceutical company developing gene and cell therapies for serious diseases and member of the Board of directors of Cullinan Pearl Corp, a privately held biotechnology company and subsidiary of Cullinan Oncology, Inc. (Nasdaq: CGEM), an oncology company and has served on several for-profit and non-profit company Boards. Dr. Pereira is a graduate of St. John’s Medical College, Bangalore, India and has an MBA from the Kellogg Business School, Northwestern University. Dr. Pereira obtained his D.M. in Nephrology and M.D. in Internal Medicine from Post Graduate Institute, Chandigarh, India. We believe Dr. Pereira’s qualifications to serve on the Board include his extensive experience with pharmaceutical companies, and his years of experience providing services to pharmaceutical and biotechnology organizations, including evaluating business plans involving clinical trials.
Committees of the Board and Meetings
| • | reviewing and recommending to the Board the compensation of directors; |
Committees of the Board and Meetings
| • | reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management; and |
Committees of the Board and Meetings
The Talent and Compensation Committee has adopted the following processes and procedures for the consideration and determination of executive and director compensation: In establishing compensation for executives, the Talent and Compensation Committee seeks to provide compensation that is competitive in light of current market conditions and industry practices. Accordingly, the Talent and Compensation Committee will generally review market data which is comprised of proxy-disclosed data from peer companies and data from nationally recognized published compensation surveys for the life science industry, adjusted for relevant criteria including headcount, company stage of development and market capitalization. The market data assists the committee in gaining perspective on the compensation levels and practices at the peer companies and to assess the relative competitiveness of the compensation paid to our executives and Board. The market data thus guides the Talent and Compensation Committee in its efforts to set executive compensation levels and program targets at competitive levels for comparable roles in the marketplace. The Talent and Compensation Committee then considers other factors, such as the criticality of each executive officer’s role in the company, depth and breadth of experience, internal equity, performance, retention concerns and relevant compensation trends in the marketplace, in making its final compensation determinations. The Talent and Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Talent and Compensation Committee has engaged the services of Aon’s Human Capital Solutions practice, a division of Aon plc (“AON”), to review and provide recommendations concerning the components of the Company’s executive and director compensation program. AON performs services solely on behalf of the Talent and Compensation Committee. AON assists the Talent and Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group. AON also assists the Talent and Compensation Committee in benchmarking our director compensation program and practices against those of our peers. The Talent and Compensation Committee has assessed the independence of AON pursuant to SEC rules and the corporate governance rules of The Nasdaq Stock Market and concluded that no conflict of interest exists that would prevent AON from independently representing the Talent and Compensation Committee. The Talent and Compensation Committee reviews the performance of each named executive officer in light of the above factors and determines whether the named executive officer should receive any increase in base salary, annual bonus award or receive a discretionary equity award based on such evaluation. The Board has adopted a written charter for the Talent and Compensation Committee, which is available on our website at https://www.prokidney.com under Investors—Corporate Governance—Governance Overview. Nominating and Corporate Governance Committee Our Nominating and Corporate Governance Committee (“Nominating Committee”) met four times during fiscal 2023 and currently consists of John M. Maraganore, Ph.D., who serves as the chairperson, Brian J.G. Pereira, M.D., Uma Sinha, Ph.D., and José Ignacio Jiménez Santos. The Board has determined that all members of the Nominating Committee qualify as independent under the definition promulgated by The Nasdaq Stock Market. Following the annual meeting, our Nominating Committee will consist of Brian J.G. Pereira, M.D., Uma Sinha, Ph.D. and José Ignacio Jiménez Santos. The purpose of the nominating and corporate governance committee is to assist the Board in discharging the responsibilities set forth in the Nominating Committee’s written charter and include:
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION The following discusses the material components of the executive compensation program for our named executive officers (the “NEOs”) who are identified in the Summary Compensation Table below. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.
Summary Compensation Table
Summary Compensation Table For the year ended December 31, 2023, ProKidney’s NEOs were:
Summary Compensation Table
| • | Bruce Culleton, M.D., Chief Executive Officer; |
Summary Compensation Table
| • | James Coulston, Chief Financial Officer; |
Summary Compensation Table
| • | Todd C. Girolamo J.D., MBA, Chief Legal Officer; |
Summary Compensation Table
| • | Tim Bertram, Ph.D., Former Chief Executive Officer; and |
Summary Compensation Table
| • | Deepak Jain, Ph.D., Former Chief Operating Officer. |
Summary Compensation Table
The following table sets forth certain information with respect to compensation for the year ended December 31, 2023 and 2022 earned by, awarded to or paid to our NEOs.
Summary Compensation Table
| Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Bruce Culleton, M.D.(4) Chief Executive Officer | 2023 | 244,961 | — | — | 8,345,464 | 120,824 | 891(5) | 8,712,140 | | | 2022 | — | — | — | — | — | — | — | | Todd C. Girolamo(6) Chief Legal Officer | 2023 | 425,000 | — | — | 1,753,456 | 101,660 | 14,926(7) | 2,295,042 | | | 2022 | 325,673 | — | 2,411,993 | 5,225,948 | 136,787 | 137,715 | 8,238,116 | | James Coulston Chief Financial Officer | 2023 | 420,000 | — | — | 1,753,456 | 100,464 | 12,688(8) | 2,286,608 | | | 2022 | | | | | | | | | Tim Bertram, Ph.D.(9) Former Chief Executive Officer | 2023 | 544,107 | — | — | 6,115,934 | 194,343 | 720,793(10) | 7,575,176 | | | 2022 | 600,000 | — | 16,964,293 | 28,198,867 | 344,270 | 26,135 | 46,133,565 | | Deepak Jain, Ph.D.(11) Former Chief Operating Officer | 2023 | 453,750 | — | — | 3,537,144 | 121,128 | 413,161(12) | 4,525,183 | | | 2022 | 485,404 | — | 5,019,871 | 6,971,303 | 268,332 | 14,915 | 12,759,825 |
Summary Compensation Table
| (1) In accordance with SEC rules, amounts in this column reflect (1) the aggregate grant date fair value of profits interest awards issued prior to the Business Combination (“Legacy Profits Interests”) granted during 2022; (2) the incremental fair value recognized in connection with the modification of certain Legacy Profits Interests; and (3) the difference between the purchase price and estimated fair value for certain Legacy Profits Interests purchased by the NEO. All of the components of this cost were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation—Stock Compensation (“ASC Topic 718”), not including any estimates of forfeitures. For a discussion of valuation assumptions, see Notes 2 and 10 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 22, 2024. Note that these amounts represent the accounting cost of these awards and do not correspond to the actual economic value that may be received by the NEO. |
Summary Compensation Table
| (2) Represents grant date fair value of stock options granted during 2023, as computed in accordance with ASC Topic 718, not including any estimates of forfeiture. See Notes 2 and 10 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 22, 2024, for a discussion of assumptions used in determining the grant date fair value of our option awards for fiscal year ended December 31, 2023. Note that amounts reported in this column reflect the accounting cost for these stock options and do not correspond to actual economic value that may be received by the executives from the stock options. |
Summary Compensation Table
| (3) Represents cash bonuses earned by the named executive officers pursuant to our Non-Equity Incentive Compensation Plan for performance. |
Summary Compensation Table
| (4) Dr. Culleton commenced employment as our Executive Vice President, Clinical Development and Commercialization on July 17, 2023. Dr. Culleton was appointed as Chief Executive Officer effective November 15, 2023. |
Summary Compensation Table
| (5) Represents all other compensation paid to Dr. Culleton including insurance premiums with respect to a group life insurance policy, a group short-term disability policy, a group long-term disability policy, an accidental death and dismemberment policy, and flexible spending accounts. |
Summary Compensation Table
| (6) Mr. Girolamo commenced employment as our Chief Legal Officer on March 15, 2022. |
Summary Compensation Table
| (7) Represents all other compensation paid to Mr. Girolamo including: (1) the matching contributions to the 401(k) plan of $13,488 and (2) insurance premiums with respect to a group life insurance policy, a group short-term disability policy, a group long-term disability policy, an accidental death and dismemberment policy, and flexible spending accounts. |
Summary Compensation Table
| (8) Represents all other compensation paid to Mr. Coulston including: (1) the matching contributions to the 401(k) plan of $11,250 and (2) insurance premiums with respect to a group life insurance policy, a group short-term disability policy, a group long-term disability policy, an accidental death and dismemberment policy, and flexible spending accounts. |
Summary Compensation Table
| (9) Dr. Bertram’s employment was terminated effective November 15, 2023 and he resigned from the board of directors effective as of the same date. |
Summary Compensation Table
| (10) Represents all other compensation paid to Dr. Bertram including: (1) $620,000 in salary continuation accrued in connection with termination, (2) $16,880 in health plan continuation accrued in connection with termination, (3) the matching contributions to the 401(k) plan of $12,912; (4) a pension allowance of $16,847, (5) earned but unused vacation of $53,654 paid upon termination and (6) insurance premiums with respect to a group life insurance policy, a group short- term disability policy, a group long-term disability policy, an accidental death and dismemberment policy, and flexible spending accounts. |
Summary Compensation Table
| (11) Dr. Jain’s employment was terminated effective November 28, 2023. |
Summary Compensation Table
| (12) Represents all other compensation paid to Dr. Jain including: (1) $371,250 in salary continuation accrued in connection with termination, (2) $12,663 in health plan continuation accrued in connection with termination, (3) the matching contributions to the 401(k) plan of $14,167, (4) earned but unused vacation of $13,643 paid upon termination and (5) insurance premiums with respect to a group life insurance policy, a group short- term disability policy, a group long-term disability policy, an accidental death and dismemberment policy, and flexible spending accounts. |
Potential Payments upon Termination or Change-In-Control
Potential Payments upon Termination or Change-In-Control Under the Employment Agreements for each of our NEOs, if the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason (each as defined in the applicable Employment Agreement) (a “Qualifying Termination Absent a Change in Control”), subject to the executive’s timely execution and non-revocation of a release of claims, the executive will receive (i) any earned but unpaid bonus for any prior completed fiscal year, payable when such payments would otherwise be paid, (ii) severance payments in the form of base salary continuation payable over the applicable post-termination severance period set forth in the table below and (iii) continued participation in the Company’s group health plan for the applicable post-termination severance period set forth in the table below. In the event that the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason within the applicable protection period set forth in the table below following a Change in Control (as defined in the Incentive Equity Plan) (a “Qualifying Termination Following a Change in Control”), subject to the executive’s timely execution and non-revocation of a release of claims, the executive will receive (i) a lump-sum severance payment equal to the applicable severance multiple set forth in the table below multiplied by the sum of the executive’s (A) then-current base salary and (B) then-current target bonus opportunity, (ii) continued participation in the Company’s group health plan for the applicable post-termination benefits period set forth in the table below and (iii) full vesting of any equity awards then outstanding held by the executive.
Potential Payments upon Termination or Change-In-Control
| | Qualifying Termination Absent a Change in Control | Qualifying Termination Following a Change in Control | | | | NEO | Post- Termination Severance Period | Protection Period | Severance Multiple | Post- Termination Benefits Period | | Bruce Culleton, Chief Executive Officer | 12 months | 18 months | 1.5X | 18 months | | Todd Girolamo, Chief Legal Officer | 9 months | 18 months | 1X | 12 months | | James Coulston, Chief Financial Officer | 9 months | 18 months | 1X | 12 months |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2023, including both awards subject to performance conditions and non-performance-based awards, to each of the executive officers named in the Summary Compensation Table.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercise d Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price Per Share ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Bruce Culleton, M.D. Chief Executive Officer | 12/3/2023(2) | — | — | 1,000,000 | $1.69 | 12/3/2033 | — | $— | — | — | | | 12/3/2023(3) | — | 2,000,000 | — | $1.69 | 12/3/2033 | — | $— | — | — | | | 8/1/2023(4) | — | 485,000 | — | $13.08 | 8/1/2033 | — | $— | — | — | | Todd C. Girolamo Chief Legal Officer | 1/16/2023(5) | 66,458 | 223,542 | — | $8.43 | 1/16/2033 | — | $— | — | — | | | 10/20/2022(6) | 203,231 | 493,562 | — | $10.33 | 10/20/2032 | — | $— | — | — | | | 1/17/2022(7) | — | — | — | $— | — | 245,785 | $437,497 | — | — | | James Coulston Chief Financial Officer | 1/16/2023(5) | 66,458 | 223,542 | — | $8.43 | 1/16/2033 | — | $— | — | — | | | 10/20/2022(6) | 94,841 | 230,329 | — | $10.33 | 10/20/2032 | — | $— | — | — | | | 1/17/2022(7) | — | — | — | $— | — | 264,861 | $471,453 | — | — | | Tim Bertram, Ph.D. Former Chief Executive Officer | 1/16/2023(8) | 189,656 | — | — | $8.43 | 6/19/2024 | — | $— | — | — |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercise d Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price Per Share ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Deepak Jain, Ph.D. Former Chief Operating Officer | 1/16/2023(9) | 121,875 | — | — | $8.43 | 6/19/2024 | — | $— | — | — | | | 10/20/2022(9) | 251,741 | — | — | $10.33 | 6/19/2024 | — | $— | — | — |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) The market value of the award is calculated using the closing price of the Company’s Class A ordinary shares on the last trading day of our 2023 fiscal year (December 29, 2023), which was $1.78, multiplied by the number of shares subject to the award. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) The option vests subject to the achievement of both time and performance vesting conditions, with 25% of the shares vesting on November 15, 2024 and the remaining shares vesting in equal quarterly installments over the following three years, subject to the achievement of certain performance milestones. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) The option vests 25% on November 15, 2024 and the remaining 75% vests in substantially equal quarterly installments over the following 36 months on each quarterly anniversary of the date of grant. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) The option vests 25% on the first anniversary of the date of grant and the remaining 75% vests in substantially equal monthly installments for 36 months thereafter. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) These options vest in substantially equal monthly installments over the four-year period beginning on the date of grant. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) These options vest in substantially equal monthly installments over the four-year period beginning on October 19, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) Each of these awards vest ratably on each of the first, second, third and fourth anniversaries of the date of grant. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) Represents options to purchase Class A ordinary shares. Pursuant to Dr. Bertram’s separation agreement entered into in March 2024, the expiration date of the options that were vested upon the termination of Dr. Bertram’s employment were extended to 90 days from the effective date of the separation agreement or June 19, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (9) Represents options to purchase Class A ordinary shares. Pursuant to Dr. Jain’s separation agreement entered into in March 2024, the expiration date of the options that were vested upon the termination of Dr. Jain’s employment were extended to 90 days from the effective date of the separation agreement or June 19, 2024. |
Pension Benefits
Pension Benefits We do not have any qualified or non-qualified defined benefit plans.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plan.
Director Compensation
Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2023 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on the Board.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | Total ($) | | Pablo Legorreta | 74,500 | — | 359,603 | 434,103 | | William F. Doyle | 53,500 | — | 359,603 | 413,103 | | Alan M. Lotvin, M.D. | 64,000 | — | 359,603 | 423,603 | | Brian J.G. Pereira, M.D. | 61,500 | — | 359,603 | 421,103 | | Uma Sinha, Ph.D. | 51,000 | — | 359,603 | 410,603 | | John M. Maraganore, Ph.D. | 60,500 | — | 359,603 | 420,103 | | José Ignacio Jiménez Santos | 45,000 | — | 359,603 | 404,603 | | Jennifer Fox | 56,250 | — | 693,392 | 749,642 |
Director Compensation
| (1) Represents grant date fair value of stock options granted to during 2023, as computed in accordance with ASC Topic 718, not including any estimates of forfeiture. See Notes 2 and 10 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 22, 2024, for a discussion of assumptions used in determining the grant date fair value of our option awards for fiscal year ended December 31, 2023. Note that amounts reported in this column reflect the accounting cost for these stock options and do not correspond to actual economic value that may be received by the executives from the stock options. |
Director Compensation
The following is a description of the standard compensation arrangements under which our directors are compensated for their service as directors, including as members of the various committees of our board. The Board adopted a non-employee director compensation policy in September 2022, as amended in February 2024 and April 2024, that is applicable to all of our non-employee directors (the “Non-Employee Director Compensation Policy”). Prior to the adoption of the Non-Employee Director Compensation Policy, we entered into various individual arrangements with our non-employee directors and granted options to them from time to time. The Non-Employee Director Compensation Policy provides that each non-employee director will receive the following compensation for service on the Board:
Director Compensation
| • | An annual cash retainer of $40,000; |
Director Compensation
| • | An additional cash retainer of $30,000 for service as the non-executive chair of the Board; |
Director Compensation
| • | An additional annual cash retainer of $7,500, $6,000 and $5,000 for service as a non-chair member of the Audit Committee, Talent and Compensation Committee and the Nominating Committee, respectively; |
Director Compensation
| • | An additional annual cash retainer of $16,250, $12,000, and $10,000 for service as Chair of the Audit Committee, Talent and Compensation Committee and the Nominating Committee, respectively; |
Director Compensation
| • | An initial option grant (the “Initial Grant”) to purchase a number of Class A ordinary shares as determined by the Board. The options subject to the Initial Grant will vest in equal monthly installments over the 36 months following the date of grant, subject to the Non-Employee Director’s Continuous Service (as defined in the Incentive Equity Plan) on each vesting date; and |
Director Compensation
| • | An annual option grant (the “Annual Grant”) to purchase a number of Class A ordinary shares equal to 0.027% of the total aggregate Class A ordinary shares and Class B ordinary shares outstanding on the date of grant. Such award is made on the date of each of our annual general shareholder meetings. The options subject to the Annual Grant will vest in full on the sooner of the one-year anniversary of the date of grant or the date of Company’s next annual general shareholder meeting, subject to the Non-Employee Director’s Continuous Service (as defined in the Incentive Equity Plan) through such vesting date. |
Director Compensation
Each non-employee director may make an election to receive a grant of Class A ordinary shares in lieu of all, or a portion of, their cash retainer payments described above. The number of Class A ordinary shares to be granted to the electing director will be computed by dividing the amount of cash compensation otherwise payable by the closing price of the Company’s Class A ordinary shares on the regular payment date of such cash compensation.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board has voted to nominate Jennifer Fox and José Ignacio Jiménez Santos for election at the annual meeting for a term of three years to serve until the 2027 annual meeting of shareholders, and until their respective successors are elected and qualified. The Class III directors (Bruce Culleton, M.D., Pablo Legorreta, Uma Sinha, Ph.D.) and the Class I directors (William F. Doyle, Alan M. Lotvin, M.D., and Brian J. G. Pereira, M.D) will serve until the annual general meetings of shareholders to be held in 2026 and 2027, respectively, and until their respective successors have been elected and qualified. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Jennifer Fox and José Ignacio Jiménez Santos as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.