DEF 14A of Compass Therapeutics, Inc.
Filed Apr 29, 2024 · FY20230001140361-24-022700
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Our Board of Directors currently consists of eight members. In accordance with the terms of our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, our Board of Directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | Class I Directors: Ellen V. Chiniara and Mary Ann Gray, and their terms will expire at the Annual Meeting; |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | Class II Directors: Philip J. Ferneau, Carl L. Gordon, and James P. Boylan, and their terms will expire at the annual meeting of stockholders to be held in 2025; and |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | Class III Directors: Vered Bisker-Leib, Thomas J. Schuetz, and Richard S. Lindahl and their terms will expire at the annual meeting of stockholders to be held in 2026. |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors. Our Amended and Restated Certificate of Incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares of capital stock then entitled to vote in an annual election of directors, and that any vacancy on our Board of Directors, including a vacancy resulting from an enlargement of our Board of Directors, may be filled only by vote of a majority of our directors then in office. Our Board of Directors has nominated Ellen V. Chiniara and Mary Ann Gray for election as the class I directors at the Annual Meeting. Both nominees are currently directors and have consented to serve as our directors if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors. The biographies of each of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee of our Board of Directors to determine that the person should serve as a director of Compass. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led our Board of Directors and our Nominating and Corporate Governance Committee to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Compass and our Board of Directors. There are no material legal proceedings to which any of our nominees and continuing directors is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of April 18, 2024.
Nominees for Election as Class I Directors
| Name | Positions and Offices Held with Compass | Director Since | Age | | Ellen V. Chiniara, J.D. | Director | 2022 | 65 | | Mary Ann Gray, Ph.D. | Director | 2022 | 71 |
Nominees for Election as Class I Directors
Ellen V. Chiniara, J.D., joined the Compass Board of Directors in April of 2022. She currently serves as Chief Legal Officer and Corporate Secretary of Kymera Therapeutics, Inc. (Nasdaq: KYMR), a position she has held since January of 2023. She previously served as Executive Vice President, Chief Legal Officer and Corporate Secretary of Alexion Pharmaceuticals, Inc., from January of 2018 until its acquisition by AstraZeneca in July 2021. In this role, she was responsible for all global legal and intellectual property matters and was Executive Sponsor of the Corporate Social Responsibility program. Prior to joining Alexion, Ms. Chiniara was Senior Vice President, General Counsel and Corporate Secretary of Alere Inc., a point-of-care diagnostics company, from October 2006 to its acquisition by Abbott in October 2017. She was responsible for all legal matters and government affairs and, in June 2014 she assumed oversight of compliance matters. Earlier in her career, Ms. Chiniara was a partner at the law firm Hale and Dorr LLP (now Wilmer Cutler Pickering Hale and Dorr LLP). Ms. Chiniara received her J.D. from Stanford University’s School of Law and her B.A. from Bryn Mawr College. We believe that Ms. Chiniara is qualified to serve on our Board of Directors based on her extensive industry experience and expertise in legal, compliance and governance matters. Mary Ann Gray, Ph.D., joined the Compass Board in April of 2022. Dr. Gray has been President of Gray Strategic Advisors, LLC, a biotechnology strategic planning and advisory firm, since September 2003. Previously, she served as Senior Analyst and Portfolio Manager of Federated Kaufmann Fund. Prior to Federated, she served as a biotechnology equity research analyst at multiple firms. Earlier in her career, she worked as a senior scientist both at Schering Plough Research and NeoRx Corporation. Dr. Gray currently serves on the board of directors of BioAtla, Therapeutics, Inc. (Nasdaq: BCAB), Keros Therapeutics, Inc. (Nasdaq: KROS), and Rapt Therapeutics, Inc. (Nasdaq: RAPT), and previously served on the board of directors of Palisade Bio, Inc. (Nasdaq: PALI) from April 2021 to March 2024 and many public and private biotechnology companies. Dr. Gray earned a B.S. from University of South Carolina, a Ph.D. in pharmacology from the University of Vermont and completed her post-doctoral work at Northwestern University Medical School and at the Yale University School of Medicine. We believe that Dr. Gray’s extensive experience in the biotechnology and biopharmaceutical industry qualifies her to serve on our Board of Directors.
Directors Continuing in Office
Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 18, 2024.
Directors Continuing in Office
| Name | Positions and Offices Held with Compass | Director Since | Class and Year in Which Term Will Expire | Age | | Vered Bisker-Leib, Ph.D., M.B.A. | Chief Executive Officer, President & Director | 2024 | Class III—2026 | 53 | | Thomas J. Schuetz, M.D., Ph.D. | Vice Chairman of the Board President of Research & Development | 2015 | Class III—2026 | 63 | | Richard S. Lindahl | Director | 2023 | Class III—2026 | 60 | | Philip J. Ferneau, M.B.A, J.D. | Director | 2015 | Class II—2025 | 62 | | James P. Boylan, M.B.A. | Director | 2022 | Class II—2025 | 57 | | Carl L. Gordon, Ph.D., C.F.A. | Chairman of the Board | 2015 | Class II—2025 | 59 |
Class II Directors (Term expires at the 2025 annual meeting of stockholders)
Class II Directors (Term expires at the 2025 annual meeting of stockholders) Phil Ferneau, M.B.A., J.D., has served as a member of our Board of Directors since 2015. Mr. Ferneau is co-founder and serves as Managing Partner of Borealis Ventures, a venture capital firm focused on healthcare opportunities, a position he has held since 2002. He currently leads Borealis’ investments in Adimab, Triveni Bio, Ankyra Therapeutics, Evox Therapeutics, Orbit Discovery, Ovation.i.o, Teckro, and T-Cypher Bio. Mr. Ferneau was also responsible for the firm’s prior investments in Avedro (IPO, then acquired by Glaukos), Avitide (acquired by Repligen), GlycoFi (acquired by Merck & Co.), M2S (acquired by AIG Altaris Health Partners), and Vets First Choice (now Covetrus: formerly Nasdaq: CVET, now private). Mr. Ferneau received an A.B. degree from Dartmouth College, a J.D. from the University of Virginia School of Law and an M.B.A. (with High Distinction) from the Tuck School of Business at Dartmouth. We believe that Mr. Ferneau is qualified to serve on our Board of Directors based on his extensive investment experience. Carl L. Gordon, Ph.D., C.F.A., has served as a member of our Board of Directors since Compass’s inception in 2015 and was re-elected to the Board in September of 2019. Dr. Gordon is a founding member, Managing Partner, and Head of Global Private Equity at OrbiMed Advisors LLC, an investment firm, a position he has held since 1998. Dr. Gordon currently serves on the boards of directors of Adicet Bio, Inc. (Nasdaq: ACET), ArriVent Biopharma, Inc. (Nasdaq: AVBP), Keros Therapeutics Inc. (Nasdaq: KROS), and Terns Pharmaceuticals, Inc. (Nasdaq: TERN), as well as several private companies. Dr. Gordon previously served on the boards of directors of several other companies, including Alector Inc. (Nasdaq: ALEC), Gemini Therapeutics Inc. (which merged with Disc Medicine, Inc.), Kinnate Biopharma, Inc. (Nasdaq: KNTE), ORIC Pharmaceuticals, Inc. (Nasdaq: ORIC), Passage Bio Inc. (Nasdaq: PASG), Prevail Therapeutics, Inc. (acquired by Eli Lilly & Co.), SpringWorks Therapeutics, Inc. (Nasdaq: SWTX), Theseus Pharmaceuticals, Inc. (acquired by Concentra Biosciences, LLC) and Turning Point Therapeutics, Inc. (acquired by Bristol-Myers Squibb). Dr. Gordon received a B.A. in Chemistry from Harvard College, a Ph.D. in Molecular Biology from the Massachusetts Institute of Technology, and was a Fellow at The Rockefeller University. We believe that Dr. Gordon is qualified to serve on our Board of Directors due to his scientific expertise, extensive business experience, and experience in venture capital and the life science industry. Our Board of Directors recognizes that Dr. Gordon serves as a director of multiple other public companies, and we believe that it is strongly in the best interests of Compass and our stockholders that Dr. Gordon serves as a director and Chairman of the Board of Directors. Our Board of Directors considered his vast experience with public and venture-backed life sciences companies, his business acumen, and his scientific expertise as key attributes in his selection and we believe that he is strongly qualified for our Board of Directors. James P. Boylan, M.B.A., joined the Compass Board of Directors in November of 2022. Since May of 2022, Mr. Boylan leads Enavate Sciences, a portfolio company of Patient Square Capital that provides capital and strategic growth support to innovative companies to advance and accelerate the development of novel therapies. Previously, Mr. Boylan served as President and Head of Investment Banking of SVB Leerink (2009-2021), and as a Managing Director at Merrill Lynch (1997-2009), where he focused on life sciences and biotechnology companies. Mr. Boylan earned an M.B.A. in finance from the Columbia Business School and a B.S. in finance from Lehigh University. We believe that Mr. Boylan is qualified to serve on our Board of Directors due to his extensive investment and business experience in the life sciences and biotechnology sectors.
Class III Directors (Term expires at the 2026 annual meeting of stockholders)
Class III Directors (Term expires at the 2026 annual meeting of stockholders) Vered Bisker-Leib, Ph.D., M.B.A., has served as our Chief Executive Officer and a director since January 2024. Dr. Bisker-Leib joined Compass Therapeutics LLC in 2017 as Chief Business Officer, bringing 20 years of corporate development, fundraising, and M&A transaction expertise gained through her experience at top tier pharmaceutical and biotech companies. She was promoted to Chief Operating Officer in 2019, to President and Chief Operating Officer in 2020, and to Chief Executive Officer in 2024. Under her financial leadership, we have completed public and private financing transactions that generated more than $290 million in total proceeds since 2020. In 2021, Dr. Bisker-Leib identified and led the acquisition of TRIGR Therapeutics in a stock-for-stock transaction, which resulted in the addition of CTX-009 to our pipeline. Dr. Bisker-Leib is also a member of the board of directors of Ayala Pharmaceuticals. Prior to Compass, Dr. Bisker-Leib served as an executive-in-residence with Atlas Venture, and as chief business officer of Cydan, a biotech accelerator, where she co-founded biotech companies focused on therapies addressing rare diseases. Before joining Cydan, Dr. Bisker-Leib was a member of Bristol-Myers Squibb’s strategic transactions group (2008-2014) where she assumed roles of increasing responsibility across five therapeutic areas, most recently as an executive director and global head of business development for the cardiovascular and metabolic franchises. Dr. Bisker-Leib earned her Ph.D. in chemical engineering and M.B.A. from University of Massachusetts, Amherst, where she was a Lois Pope M.B.A. Scholar. She has a B.Sc. in chemical engineering from the Israel Institute of Technology in Haifa. We believe that Dr. Bisker-Leib is qualified to serve on our Board of Directors based on her knowledge of our company, industry and business and her service as Compass’s Chief Executive Officer. Thomas J. Schuetz, M.D., Ph.D., is our President of R&D and the Vice Chairman of our Board of Directors. He has served as a director since 2014 and previously as our Chief Executive Officer from 2014 until January 2024. He has over 30 years of experience in oncology, biopharmaceutical drug development and life science venture investing. Dr. Schuetz co-founded Compass in 2014 following conceptual discussions while he was a venture partner at OrbiMed Advisors LLC. As a physician-scientist and serial entrepreneur, he aspired to create an antibody therapeutic company based on novel biology, protein engineering and key medical insights gathered throughout his career. While at OrbiMed, Dr. Schuetz co-founded Audentes Therapeutics, where he served as a director until its acquisition by Astellas. Also at OrbiMed, he participated in the investments in Enobia Pharma, Relypsa, and Arteaus Therapeutics, and served as a director at each of those companies. Enobia was acquired by Alexion Pharmaceuticals in 2011, Relypsa was acquired by Galenica in 2016 and Arteaus was acquired by Eli Lilly in 2014. Dr. Schuetz has multiple years of clinical strategy, development and operations experience including roles as chief medical officer of Therion Biologics Corporation, a cancer vaccine company, and as the vice president of clinical affairs at Transkaryotic Therapies, a company acquired by Shire. Dr. Schuetz completed his medical training at Massachusetts General Hospital, where he served as the chief medical resident, and completed a medical oncology fellowship at the Dana-Farber Cancer Institute. Dr. Schuetz holds a B.S. in chemistry from Xavier University, an M.D. from Harvard Medical School and a Ph.D. in genetics from Harvard University. We believe that based on Dr. Schuetz's knowledge of our company, industry and business and his service as Compass’s President of R&D, Dr. Schuetz is qualified to serve on our Board of Directors. Richard S. Lindahl, M.B.A., joined the Compass Board of Directors in April of 2023. Since March 2018, Mr. Lindahl has served as executive vice president, chief financial officer and treasurer of Emergent BioSolutions, Inc., a global life sciences company focused on delivering protections against public health threats. Prior to joining Emergent BioSolutions, Mr. Lindahl served as chief financial officer of CEB Inc., a company providing best research and decision support to business leaders, from May 2009 until April 2017 and as its principal accounting officer until July 2015. From 2006 until 2008, Mr. Lindahl served as senior vice president and treasurer of Sprint Nextel Corporation and from 2005 to 2006, he served as vice president and treasurer of Sprint Nextel. From 1997 until 2005, Mr. Lindahl served in various positions at Nextel Communications, Inc., including as treasurer and in financial planning and analysis roles. Prior to joining Nextel, Mr. Lindahl held various positions at Pocket Communications, Inc., MCI Communications Corp., Deloitte & Touche LLP, and Casher Associates, Inc. Mr. Lindahl earned an M.B.A. from the Darden School at the University of Virginia and a B.A. in computer science from Dartmouth College. We believe that Mr. Lindahl is qualified to serve on our Board of Directors based on his extensive financial and business experience, including serving as a chief financial officer of multiple publicly traded companies.
Compensation Committee
| • | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
Director Compensation
Director Compensation For 2023, we paid our non-employee directors an annual cash retainer of $45,000 per year. In addition, upon initial election to the Board of Directors, each non-employee director is granted an option to purchase shares of common stock, which vests in equal monthly installments over four years. Equity compensation is also generally granted to directors annually in the first quarter of each year, which includes an option to purchase shares of common stock vesting in equal monthly installments over four years. In 2024, we implemented the following standard cash compensation structure for our directors:
Director Compensation
| Annual Director Retainer | $45,000 | | Committee Membership | $5,000 per committee | | Chairperson of the Board | $15,000 | | Chairperson of the Audit Committee | $10,000 |
Director Compensation
The table below shows the compensation earned by the non-employee directors of Compass for the fiscal year ended December 31, 2023. Thomas J. Schuetz, M.D., Ph.D., our President of Research & Development, received no compensation for his service as a director in 2023, and, consequently, is not included in this table. Vered Bisker-Leib, Ph.D., M.B.A., our Chief Executive Officer, joined the Board of Directors in 2024 and receives no compensation for her services as a director, and, consequently, is not included in this table.
Director Compensation Table
Director Compensation Table
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Mary Ann Gray | 45,000 | — | 118,419 | 163,419 | | Ellen Chiniara | 45,000 | — | 118,419 | 163,419 | | Carl L. Gordon | 45,000(5) | — | 177,628 | 222,628 | | Philip J. Ferneau | 45,000(5) | — | 148,024 | 193,024 | | James P. Boylan | 45,000(5) | — | — | 45,000 | | Richard Lindahl(3) | 41,250 | — | 106,666 | 147,916 | | David Wurzer(4) | — | — | — | — |
Director Compensation Table
| (1) No stock awards were issued in 2023 |
Director Compensation Table
| (2) The amount represents the fair value of the option awards as of the grant date as computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the awards are set forth in Note 9 to our financial statements for the year ended December 31, 2023. Note that the amounts reported in this column reflect the accounting cost for these option awards, and do not correspond to the actual economic value that may be received by the named executive officers from the awards. As of December 31, 2023, each of our non-employee directors held the following unexercised stock options: |
Director Compensation Table
| Non-Employee Director | Number of Unexercised Options Held as of December 31, 2023 | | Mary Ann Gray | 85,000 | | Ellen V. Chiniara | 85,000 | | Carl L. Gordon | 90,000 | | Philip J. Ferneau | 80,000 | | James P. Boylan | — | | Richard Lindahl | 50,000 |
Director Compensation Table
| (3) Mr. Lindahl was appointed as director in April 2023 |
Director Compensation Table
| (4) Mr. Wurzer was appointed and resigned as director in February 2023 |
Director Compensation Table
| (5) Cash payable to the directors were made to the funds which they represent |
Overview
Overview Historically, our executive compensation program has reflected our growth and corporate goals. To date, the compensation of the named executive officers has consisted of a combination of base salary, annual cash bonus, and long-term equity incentive compensation in the form of incentive units (which were converted to shares of restricted stock at the time of the Merger), restricted stock units, stock options and other employee benefits generally available to our employees. Our named executive officers for the year ended December 31, 2023 were as follows:
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock A wards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Vered Bisker-Leib, Ph.D., MBA Chief Executive Officer (formerly President and COO) | 2023 | 500,000 | 202,500 | 1,572,000 | 1,776,284 | 16,500(2) | 4,067,284 | | | 2022 | 475,000 | 320,000 | — | 918,306 | 11,433(2) | 1,724,739 | | Thomas J. Schuetz, M.D., Ph.D. President of Research & Development (formerly CEO) | 2023 | 575,000 | 244,375 | 1,965,000 | 2,072,331 | 16,500(2) | 4,873,206 | | | 2022 | 550,000 | 275,000 | — | 1,285,628 | 4,557(2) | 2,115,185 |
Summary Compensation Table
| (1) Stock awards represent the fair value of $3.93 per share underlying each RSU, based on the stock closing price of our stock on the grant date. Option awards represent the fair value of the option awards as of the grant date as computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value are set forth in Note 9 to our financial statements for the year ended December 31, 2023. Note that the amounts reported in this column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by the named executive officers from the awards. |
Summary Compensation Table
| (2) Other compensation consists of 401(K) plan employer matching contributions |
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | Name and Principal Position | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price | Option Expiration Date | Number of Securities That Have Not Vested (#)(1) | Market Value of Securities That Have Not Vested ($)(1) | | Vered Bisker-Leib, Ph.D., MBA Chief Executive Officer (formerly President and COO) | 8/6/2020(5) | 600,000 | — | $5.00 | 8/6/2030 | — | — | | | 2/9/2021(2) | 283,348 | 116,652 | $5.00 | 2/9/2031 | — | — | | | 11/16/2021 | — | — | — | — | 300,000 | 468,000 | | | 2/18/2022(3) | 229,174 | 270,826 | $2.40 | 2/18/2032 | — | — | | | 2/8/2023(3) | 125,000 | 475,000 | $3.93 | 2/8/2033 | 400,000 | 624,000 | | Thomas J. Schuetz, M.D., Ph.D. President of Research & Development (formerly CEO) | 8/6/2020(4) | 500,000 | — | $5.00 | 8/6/2030 | — | — | | | 12/22/2020(4) | 250,000 | — | $5.00 | 12/22/2030 | — | — | | | 2/9/2021(2) | 495,848 | 204,152 | $5.00 | 2/9/2031 | — | — | | | 11/16/2021 | — | — | — | — | 300,000 | 468,000 | | | 2/18/2022(3) | 320,848 | 379,152 | $2.40 | 2/18/2032 | — | — | | | 2/8/2023(3) | 145,840 | 554,160 | $3.93 | 2/8/2033 | 500,000 | 780,000 |
Outstanding Equity Awards at 2023 Fiscal Year End
| (1) The market value was determined using fair market value of $1.56 multiplied by the number of securities not vested. The fair market value was the closing stock price as of December 29, 2023 (the last trading day of the fiscal year ended December 31, 2023). RSUs vest in four equal annual installments, with the first installment vesting one year after the vesting commencement date. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (2) Options vesting schedule: 25% on the first anniversary of the vesting commencement date and the balance vesting in approximately equal monthly installments on the last day of each of the next 36 one-month periods. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (3) Options vesting schedule: approximately equal monthly installments following the vesting commencement date on the last day of each of the next 48 one-month periods. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (4) Options vesting schedule: 50% on the vesting commencement date and the balance vest in equal monthly installments over the next 24 months. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (5) Options vesting schedule: 33% on the vesting commencement date and the balance vest in equal monthly installments over the next 24 months. |