DEF 14A of Elicio Therapeutics, Inc.
Filed Sep 27, 2024 · FY20230001140361-24-042209
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Classified Board
Classified Board Elicio’s Board of Directors is divided into three classes, with each class having as nearly as possible an equal number of directors. Each class has a three-year term with the term of service of each class of directors staggered so that the term of one class expires at each annual meeting of stockholders. Our Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, provide that the authorized number of directors may be changed only by resolution of the Board of Directors. The Board of Directors makes an effort to distribute additional directorships resulting from an increase in the number of directors among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the voting power of the then outstanding voting stock. Any vacancies on the Board of Directors may be filled only by a majority of the directors then in office. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board of Directors currently has eight members. There are three directors in the class whose term of office expires at the 2024 Annual Meeting of Stockholders. Each of the nominees listed below is currently a director of Elicio who was nominated by the Board of Directors at the recommendation of the Nominating and Corporate Governance Committee. Mr. Robert Connelly was appointed to the Board of Directors of Former Elicio in October 2018 and has served on the Company’s Board of Directors and as the Company’s Chief Executive Officer and President since June 2023. Ms. Yekaterina (Katie) Chudnovsky was appointed to the Board of Directors of Former Elicio in October 2022 and has served on the Company’s Board of Directors since June 2023. Dr. Allen Nissenson was elected to the Board of Directors of Angion in January 2020 and has served on the Company’s Board of Directors since June 2023. If elected at the Annual Meeting, each of these nominees would serve until the 2027 Annual Meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Elicio encourages, but does not require, its directors and nominees for director to attend the Annual Meeting. The following is a list of our current directors, along with a brief biography of each nominee and each director whose term will continue after the Annual Meeting, including information about the specific experience, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this proxy statement that each person listed below should serve as a director.
Classified Board
| Name | Age | Position | | Robert Connelly | 64 | Chief Executive Officer, President, and Class I Director | | Julian Adams, Ph.D.(3) | 69 | Chair of the Board and Class III Director | | Carol Ashe(1)(2)(3) | 67 | Class III Director | | Yekaterina (Katie) Chudnovsky | 40 | Class I Director | | Allen R. Nissenson, M.D.(1)(2) | 77 | Class I Director | | Robert R. Ruffolo, Jr., Ph.D., FCPP(2) | 74 | Class II Director | | Jay R. Venkatesan, M.D. | 52 | Class III Director | | Karen J. Wilson(1)(3) | 61 | Class II Director |
Classified Board
| (1) Member of our Audit Committee. |
Classified Board
| (2) Member of our Compensation Committee. |
Classified Board
| (3) Member of our Nominating and Corporate Governance Committee. |
Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting Robert Connelly has served as Elicio’s Chief Executive Officer and President and as a member of Elicio’s Board of Directors since June 2023 and previously served as Former Elicio’s Chief Executive Officer and as a member of Former Elicio’s Board of Directors from October 2018 until the Merger. Mr. Connelly has nearly 40 years of experience in the life sciences sector in leadership and operational roles. From 2013 to 2018, Mr. Connelly served as the Chief Executive Officer and as a member of the board of directors of Axcella Health Inc., a clinical-stage therapeutics company developing endogenous metabolic modulators to treat an array of diseases. Prior to Axcella, Mr. Connelly served as the founding Chief Executive Officer of WikiCell Designs and the Chairman of Aero Designs, each utilizing drug delivery technologies to create new food, beverage and supplement product, both of which merged into Incredible Foods, Inc. in 2013. Prior to that, Mr. Connelly served as the Chief Executive Officer of Pulmatrix, Inc., a clinical-stage biopharmaceutical company developing inhaled therapies to address pulmonary diseases, from 2007 to 2012. From 2000 to 2007, Mr. Connelly served as the founding Chief Executive Officer and first employee of Domantis Ltd., a U.K.-based biotechnology company, which was acquired by GSK plc. He began his career with life science companies Abbott Laboratories and BioVeris Corporation in positions of increasing responsibility. Mr. Connelly previously served on the boards of publicly traded life science companies Kaleido Biosciences, Inc. from 2015 to 2018 and Anchiano Therapeutics Ltd. from 2018 to 2019, as well as on the boards of several privately held biopharmaceutical companies. Mr. Connelly also served as a Venture Partner with Flagship Pioneering from 2013 to 2018, working on the creation and management of several biotechnology portfolio companies. Mr. Connelly received a B.S. in Business Administration from the University of Florida. Our Board of Directors believes that Mr. Connelly is qualified to serve as a director based on his role as our Chief Executive Officer and President and his extensive management experience in the life sciences industry. Yekaterina (Katie) Chudnovsky has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Former Elicio’s Board of Directors from October 2022 until the Merger. Ms. Chudnovsky is an attorney, venture investor, dedicated patient advocate, and supporter of medical research, with particular interest in cancer research and personalized cancer vaccines. Ms. Chudnovsky is Chairperson of the GI Research Foundation for the University of Chicago Digestive Diseases Center (“GI Research Foundation”), where she has sat on the board for the past 12 years, becoming President in 2019 and Chairperson in 2023. She is an active board member of XCures, Inc., a privately-held technology company working to advance cancer research and patient outcomes with an AI-based precision oncology platform and also currently serves as director at GKCC, LLC, a privately-held company, Immix Biopharma, Inc., a public company, Colorectal Cancer Alliance, a non-profit organization focused on colorectal cancer, and serves as a board observer for MiNK Therapeutics, Inc., a public, clinical-stage biopharmaceutical company. Prior to Ms. Chudnovsky’s current roles, she began her legal career at Thomas Coburn LLP with a focus on corporate law, real estate, mergers and acquisitions, bankruptcy, and business banking. Ms. Chudnovsky received a B.A. in political science and Slavic literature and language from Northwestern University and a J.D. from DePaul University. Our Board of Directors believes that Ms. Chudnovsky is qualified to serve as a director due to her experience in the healthcare industry and her legal background. Allen R. Nissenson, M.D. has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Angion’s Board of Directors from January 2020 until the Merger. Dr. Nissenson completed serving as the Emeritus Chief Medical Officer of DaVita Kidney Care in January 2022, where he had served since January 2020 and where he previously served as Chief Medical Officer from August 2008 to January 2020. Dr. Nissenson is currently an Emeritus Professor of Medicine at the David Geffen School of Medicine at UCLA, where he has served since August 2008, and where he previously served as Director of the Dialysis Program from July 1977 to August 2008 and Associate Dean from July 2005 to August 2008. Dr. Nissenson is also currently on the board of directors of Rockwell Medical, Inc., a public biopharmaceutical company that develops, manufactures, commercializes and distributes a portfolio of hemodialysis products for dialysis providers, which he joined in June 2020, Diality, Inc., a private technology development company, and Innocura Nephology, Inc., a privately-held company. Dr. Nissenson is a past chair of Kidney Care Partners and past co-chair of the Kidney Care Quality Alliance. Dr. Nissenson is a former president of the Renal Physicians Association (“RPA”) and current member of the RPA’s Government Affairs Committee. Dr. Nissenson previously served as president of the Southern California End-Stage Renal Disease Network, as well as the chair of its Medical Review Board. Dr. Nissenson served as a Robert Wood Johnson Health Policy Fellow of the National Academy of Medicine from 1994 to 1995 and worked in the office of the late Senator Paul Wellstone. Dr. Nissenson has an M.D. from Northwestern University Medical School and is the recipient of various awards, including the President’s Award of the National Kidney Foundation, the Lifetime Achievement Award in Hemodialysis, the American Association of Kidney Patients’ (“AAKP”) Medal of Excellence Award and, in 2017, the RPA Distinguished Nephrology Service Award. Our Board of Directors believes that Dr. Nissenson is qualified to serve as a director due to his years of experience in the healthcare industry. A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Directors Continuing in Office Until the 2025 Annual Meeting
Directors Continuing in Office Until the 2025 Annual Meeting Karen Wilson has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Angion’s Board of Directors since April 2020 until the Merger. Ms. Wilson has also been a board member of Connect Biopharma Holdings Ltd., a public company focused on improving the lives of patients living with chronic inflammatory diseases, since 2020, and LAVA Therapeutics B.V., a public company focused on engaging gamma-delta T cells to potentially fight cancer, since 2021. Ms. Wilson also served as a member of the board of directors of Vaxart, Inc., a public company, from August 2020 to August 2022. Ms. Wilson previously served as Senior Vice President of Finance at Jazz Pharmaceuticals plc, a biopharmaceutical company, until September 2020 after serving as Principal Accounting Officer and Vice President of Finance. Prior to joining the Jazz Pharmaceuticals organization in February 2011, Ms. Wilson served as Principal Accounting Officer and Vice President of Finance at PDL BioPharma, Inc., a life sciences company. Ms. Wilson also previously served as a Principal at the consulting firm of Wilson Crisler LLC, Chief Financial Officer of ViroLogic, Inc., a biosciences company, Chief Financial Officer and Vice President of Operations for Novare Surgical Systems, Inc., a medical device manufacturer, and as a consultant and auditor for Deloitte & Touche LLP, a professional services firm. Ms. Wilson is a Certified Public Accountant and received a B.S. in Business from the University of California, Berkeley. Our Board of Directors believes that Ms. Wilson is qualified to serve as a director due to her extensive background in financial and accounting matters for public companies and her leadership experience in the life science industry. Robert R. Ruffolo, Jr., Ph.D. has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Former Elicio’s Board of Directors from 2018 until the Merger. Dr. Ruffolo has operated and been a Managing Director at Ruffolo Consulting, LLC, a consulting firm advising large pharmaceutical and biotechnology companies, since 2008. Previously, Dr. Ruffolo served as President of Research and Development and as Corporate Senior Vice President of Wyeth Pharmaceuticals Inc. (now Pfizer Inc.) from 2002 to 2008. From 2000 to 2002, Dr. Ruffolo served as an Executive Vice President at Wyeth Pharmaceuticals, where he was responsible for Pharmaceutical Research and Development. Prior to joining Wyeth Pharmaceuticals, Dr. Ruffolo spent 17 years at SmithKline Beecham Pharmaceuticals plc (now GSK plc) where he was Senior Vice President and Director of Biological Sciences, Worldwide from 1984 to 2000. Before joining SmithKline Beecham Pharmaceuticals plc, Dr. Ruffolo spent six years at Eli Lilly and Company from 1978 to 1984 where he was Chairman of the Cardiovascular Research Committee. Dr. Ruffolo currently serves on the boards of several private companies. He received a B.S. in Pharmacy and a Ph.D. in Pharmacology from The Ohio State University. Our Board of Directors believes that Dr. Ruffolo is qualified to serve as a director due to his extensive experience in the pharmaceutical industry and his technical and management expertise in product discovery and development.
Directors Continuing in Office Until the 2026 Annual Meeting
Directors Continuing in Office Until the 2026 Annual Meeting Julian Adams, Ph.D. has served as Chairman of Elicio’s Board of Directors since June 2023 and previously served as Chairman of Former Elicio’s Board of Directors from 2017 until the Merger. Since July 2023, Dr. Adams has also served as President and Chief Executive Officer of Stand Up To Cancer, a charitable program of the Entertainment Industry Foundation. Dr. Adams was previously the Chief Executive Officer of Gamida Cell Ltd., a clinical-stage biopharmaceutical company working to develop cell therapies for hematologic cancers and rare, serious hematologic diseases, from November 2018 to October 2022. Prior to Gamida Cell, Dr. Adams was President and Chief Scientific Officer at Clal Biotechnology Industries Ltd. (“CBI”) from January 2017 to November 2017. Before joining CBI, Dr. Adams served as President of Research and Development at Infinity Pharmaceuticals, Inc. from 2003 to 2017, and also as its Chief Scientific Officer from 2006 to 2010 where he built and led the company’s R&D efforts. From 1999 to 2003, Dr. Adams served as Senior Vice President, Drug Discovery and Development at Millennium Pharmaceuticals, Inc., now part of Takeda Pharmaceutical Company Limited, where he played a key role in the discovery of Velcade® (bortezomib), a therapy widely used for treatment of the blood cancer, multiple myeloma. Earlier in his career, Dr. Adams was credited with discovering Viramune® (nevirapine) for HIV at Boehringer Ingelheim. Dr. Adams has also held senior leadership roles in research and development at LeukoSite, Inc. and ProScript. Dr. Adams previously served on the board of Pieris Pharmaceuticals, Inc. from 2016 to 2018 and Neon Therapeutics, Inc., now BioNTech SE from 2017 to 2018. Dr. Adams currently serves as a director for Gamida Cell Ltd. Dr. Adams earned a B.S. from McGill University, where he also was awarded an honorary Sc.D, and a Ph.D. from the Massachusetts Institute of Technology. Our Board of Directors believes that Dr. Adams is qualified to serve as a director based on his extensive science background and professional experience. Jay Venkatesan, M.D. has served as a member of Elicio’s Board of Directors since June 2023 and previously served as Chairman of Angion’s Board of Directors from January 2022 until the Merger. From May 2018 to June 2023, Dr. Venkatesan served as Angion’s President and Chief Executive Officer. Dr. Venkatesan has served as a Managing Partner of Alpine BioVentures, an investment firm since July 2015. From July 2015 to August 2018, Dr. Venkatesan was Co-Founder and President of Alpine Immune Sciences, Inc., an immunotherapy company, and also served as its Chief Executive Officer from July 2015 to June 2016. Additionally, as Managing Partner of Alpine BioVentures, from January 2014 to August 2014, Dr. Venkatesan served as Founder and Chief Executive Officer of Alpine BioSciences, Inc., a biotechnology company, which was acquired by Cascadian Therapeutics, Inc. From January 2008 to July 2015, Dr. Venkatesan served as the Founder and Managing Member of Ayer Capital, a global healthcare investment fund. Prior to that, Dr. Venkatesan served for six years as a director at Brookside Capital, the hedge fund subsidiary of Bain Capital, where he co-managed healthcare investments. Dr. Venkatesan was also a consultant at McKinsey & Company, a consulting firm, and a venture investor with Apax Partners, an investment firm. Since 2018, Dr. Venkatesan has served on the board of Zylem Biosciences, Inc., a private biotechnology company. Dr. Venkatesan previously served on the board of Alpine Immune Sciences, Inc. (acquired by Vertex Pharmaceuticals Incorporated) from June 2015 to July 2022, Iovance Biotherapeutics Inc. from 2013 to 2018, and Cell Biotherapies, Inc. from 2015 until its acquisition by Vaxanix Bio, Ltd. in 2023. Dr. Venkatesan has an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from The Wharton School of the University of Pennsylvania, and a B.A. from Williams College. Our Board of Directors believes that Dr. Venkatesan is qualified to serve as a director based on his experience serving in leadership positions in biotechnology companies, as well as the operational expertise and continuity that he brings to our Board of Directors. Carol Ashe has served as a member of Elicio’s Board of Directors since June 2023 and previously served as a member of Former Elicio’s Board of Directors from August 2020 until the Merger. Ms. Ashe has been the Chief Business Officer at the New York Genome Center, an independent, non-profit academic research institution focused on the advancement of genomic science and its application to drive novel biomedical discoveries, since 2014. Previously, Ms. Ashe served as Vice President of Corporate Development for Endo’s branded, generic and platform drug delivery pharmaceutical business units from 2011 to 2013; Partner at SR One, when it was the corporate venture capital fund of GSK plc (“GSK”) from 2008 to 2010; and head of GSK’s US Corporate Legal Group supporting US-based mergers, acquisitions, and equity investments from 2007 to 2008. Prior to that, Ms. Ashe led GSK’s global Business Development Transactions Legal Team supporting both the pharmaceutical and consumer healthcare business units for many years until 2007. Ms. Ashe has served on the board of Aptose Biosciences, a clinical stage biotechnology company committed to addressing unmet clinical needs in oncology, since 2018. Ms. Ashe received a B.S. in Biology from Pennsylvania State University, a J.D. from Villanova University School of Law and is a registered patent attorney. Our Board of Directors believes that Ms. Ashe is qualified to serve as a director due to her extensive experience in the pharmaceutical biotechnology industry in business development and as legal counsel for business development transactions and patent matters.
Diversity of our Board of Directors
Diversity of our Board of Directors The Board Diversity Matrix below provides the diversity statistics for our Board of Directors.
Diversity of our Board of Directors
| Board Diversity Matrix (As of September 11, 2024) | | | | Total Number of Directors | 8 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 3 | 5 | | Part II: Demographic Background | | | | White | 3 | 4 | | Two of More Races or Ethnicities | — | 1 |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Compensation Committee
| • | reviewing and making recommendations to our Board of Directors regarding director compensation; and |
Compensation Committee
| • | assist the Compensation Committee in benchmarking Elicio’s director compensation program and practices against those of its peers. |
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary ($) | Option awards(1) ($) | Bonus Compensation(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All other Compensation(4) ($) | Total(5) ($) | | Robert Connelly President, Chief Executive Officer, and Director(6) | 2023 | 498,750 | — | — | 179,550 | — | 678,300 | | | 2022 | 475,000 | 572,040 | — | 209,000 | — | 1,256,040 | | Christopher Haqq, M.D., Ph.D., Executive Vice President, Head of Research and Development and Chief Medical Officer(7) | 2023 | 488,276 | — | — | 185,545 | — | 673,821 | | | 2022 | 465,025 | 511,321 | — | 186,010 | — | 1,162,356 | | Brian Piekos former Chief Financial Officer and Treasurer(8) | 2023 | 273,548 | 501,969 | — | 103,238 | — | 878,755 | | Jay R. Venkatesan, M.D. former Chief Executive Officer, President, and Chairman of the Angion Board(9) | 2023 | 243,944 | 22,427 | 608,000 | — | 1,554,904 | 2,429,275 | | | 2022 | 608,000 | 898,973 | — | 11,876 | — | 1,518,849 | | Jennifer J. Rhodes former Executive Vice President, Chief Business Officer, General Counsel, Chief Compliance Officer and Corporate Secretary(10) | 2023 | 222,257 | — | 440,840 | — | 702,762 | 1,365,859 | | | 2022 | 440,840 | 320,613 | — | 12,200 | — | 773,653 |
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The following table lists all outstanding equity awards held by our Named Executive Officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares that Have Not Vested (#) | Market Value of Shares or Units of Shares that Have Not Vested ($) | | Robert Connelly | 9/8/2020(4) | 27,150 | — | 9.39 | 9/8/2030 | — | — | | | 11/28/2022(3) | 53,417 | 94,495 | 3.86 | 11/28/2032 | — | — | | Jay R. Venkatesan, M.D. | 5/1/2018(1) | 93,440 | — | 58.89 | 5/1/2028 | — | — | | | 6/18/2020(1) | 12,446 | — | 77.71 | 6/17/2030 | — | — | | | 2/5/2021(1) | 17,892 | — | 160.00 | 2/4/2031 | — | — | | | 3/4/2022(1) | 76,000 | — | 19.40 | 3/3/2032 | — | — | | | 12/28/2023(5) | — | 4,100 | 8.26 | 12/28/2033 | — | — | | Christopher Haqq | 3/31/2022(2) | — | 3,620 | 13.81 | 3/31/2032 | — | — | | | 11/28/2022(3) | 36,075 | 63,816 | 3.86 | 11/28/2032 | — | — | | Brian Piekos | 6/1/2023(2) | — | 75,484 | 10.00 | 6/1/2033 | — | — | | Jennifer Rhodes | 2/14/2020(1) | 11,668 | — | 95.13 | 2/13/2030 | — | — | | | 6/18/2020(1) | 5,834 | — | 77.71 | 6/17/2030 | — | — | | | 2/5/2021(1) | 7,001 | — | 160.00 | 2/4/2031 | — | — | | | 3/4/2022(1) | 27,500 | — | 19.90 | 3/3/2032 | — | — |
Outstanding Equity Awards at 2023 Fiscal Year End
| (1) The stock option vested in full at the effective time of the Merger pursuant to the Retention Bonus Plan. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (2) The stock option vests as to 25% of the shares on the first anniversary of the vesting commencement date and thereafter 1/36th of the shares subject to the award on each monthly anniversary of the vesting commencement date, subject to the holder’s continued service to Elicio through each vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (3) The stock option vests as to 1/36th of the shares subject to the award on each monthly anniversary of the vesting commencement date, subject to the holder’s continued service to Elicio through each vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (4) The stock option vested upon the Company submitting an Investigational New Drug Application to the Food and Drug Administration for any of the Company’s Amphiphile vaccine candidates prior to December 31, 2020. |
Outstanding Equity Awards at 2023 Fiscal Year End
| (5) The stock option vests on the earlier of the one-year anniversary of the grant date and the next annual meeting of the Company’s stockholders after the grant date, subject to the holder’s continued service to Elicio through the vesting date. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control In February 2024, we entered into a new executive severance plan (the “Severance Plan”) covering the Current Named Executed Officers, superseding and replacing the severance benefits they would otherwise be entitled to receive. In January 2023, Angion adopted the Retention Bonus Plan, which provided for the separation benefits paid to Dr. Venkatesan and Ms. Rhodes as set forth in the “Narrative Disclosure to Summary Compensation Table,” which disclosure is incorporated herein by reference. Under our Severance Plan encompassing each of our Current Named Executive Officers, if such Current Named Executive Officer’s employment with us is terminated without Cause (as defined in the Severance Plan), the applicable Current Named Executive Officer will be entitled to receive an amount equal to the product of (i) the Normal Multiplier (as defined in the Severance Plan) and (ii) the Current Named Executive Officer’s then-current base salary. For our Current Named Executive Officers, the applicable severance is 9 months of continued base salary (or 12 months for Mr. Connelly). The Current Named Executive Officers are also entitled to continue participating in our health benefits for their applicable Severance Period (as defined in the Severance Plan). In the case of Mr. Connelly, any outstanding unvested, time-based equity awards scheduled to vest during the 12 months following his termination date will fully vest as of the effective date of Mr. Connelly’s termination of employment. In the event of a termination without Cause (as defined in the Severance Plan) or resignation for Good Reason (as defined in the Severance Plan) during the Change in Control Period (as defined in the Severance Plan), the applicable Current Named Executive Officer will be entitled to receive an amount equal to the product of (i) the CIC Multiplier (as defined in the Severance Pan) and (ii) the Current Named Executive Officer’s then-current base salary and then-current target annual bonus opportunity, payable as a one-time lump sum. For our Current Named Executive Officers, the applicable severance is equal to 12 months of base salary (or 18 months for Mr. Connelly). The Current Named Executive Officers are also entitled to continue participating in our health benefits for their applicable CIC Severance Period (as defined in the Severance Plan). Additionally, any outstanding unvested equity awards held by the Current Named Executive Officer under the Company’s then-current outstanding equity incentive plan(s) will become fully vested as of the effective date of the Current Named Executive Officer’s termination of employment. The foregoing severance benefits are subject to the applicable Current Named Executive Officer’s delivery of an executed release of claims against us within 60 days following termination or such shorter time period as may be set forth, and continued compliance with the Current Named Executive Officer’s confidentiality obligations or restrictive covenants in effect prior to termination.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We amended and restated our compensation policy for our non-employee directors (“Director Compensation Program”) effective as of December 2023. Such Director Compensation Program is subject to further amendment by the Board of Directors as appropriate. Pursuant to the Director Compensation Program, our non-employee directors receive cash compensation as follows:
DIRECTOR COMPENSATION
| • | Each non-employee director will receive an annual cash retainer in the amount of $40,000 per year. |
DIRECTOR COMPENSATION
| • | The Non-Executive Chairperson will receive an additional annual cash retainer in the amount of $35,000 per year. |
DIRECTOR COMPENSATION
| • | The chairperson of the Audit Committee will receive additional annual cash compensation in the amount of $15,000 per year for such chairperson’s service on the Audit Committee. Each non-chairperson member of the audit committee will receive additional annual cash compensation in the amount of $7,500 per year for such member’s service on the Audit Committee. |
DIRECTOR COMPENSATION
| • | The chairperson of the Compensation Committee will receive additional annual cash compensation in the amount of $10,000 per year for such chairperson’s service on the Compensation Committee. Each non-chairperson member of the Compensation Committee will receive additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Compensation Committee. |
DIRECTOR COMPENSATION
| • | The chairperson of the Nominating and Corporate Governance Committee will receive additional annual cash compensation in the amount of $8,000 per year for such chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee will receive additional annual cash compensation in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee. |
DIRECTOR COMPENSATION
Under the Director Compensation Program, as amended and restated by the Board of Directors in December 2023, each non-employee director will automatically be granted an option to purchase 8,200 shares of our common stock upon the director’s initial appointment or election to our Board of Directors (the “Initial Grant”) and an option to purchase 4,100 shares of our common stock automatically on the date of each annual stockholder’s meeting thereafter, (the “Annual Grant”), unless otherwise approved by the Board of Directors. The Initial Grant will vest as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through each applicable vesting date. The Annual Grant will vest on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting to the extent unvested as of such date, subject to continued service through each applicable vesting date. The exercise price per share of director options is equal to the fair market value of a share of our common stock on the grant date, and the director options will vest in full upon (i) a termination of service due to the director’s death or Disability (as defined in the 2021 Plan) and (ii) the consummation of a Change in Control (as defined in the 2021 Plan). Each non-employee director is entitled to reimbursement from the Company for all reasonable, documented, out-of-pocket and other business expenses incurred by the non-employee director in the performance of his or her duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time. The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2023.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | Total(2) ($) | | Julian Adams, Ph.D.(3) | 73,625 | 22,427 | 96,052 | | Carol Ashe(4) | 49,167 | 22,427 | 71,594 | | Allen Nissenson, M.D.(5) | 52,520 | 38,702 | 91,222 | | Yekaterina (Katie) Chudnovsky(6) | 26,250 | 22,427 | 48,677 | | Robert R. Ruffolo, Jr., Ph.D.(7) | 40,833 | 22,427 | 63,260 | | Karen Wilson(8) | 62,321 | 38,702 | 101,023 | | Jay Venkatesan, M.D.(9) | 23,333 | 22,427 | 45,760 | | Assaf Segal(10) | 11,875 | 0 | 11,875 | | Victor F. Ganzi(11) | 32,575 | 0 | 32,575 | | Gilbert S. Omenn, M.D., Ph.D.(12) | 25,429 | 0 | 25,429 |
DIRECTOR COMPENSATION
| (1) Amounts shown represent the aggregate grant date fair value of options granted during fiscal year 2023 as calculated in accordance with FASB ASC Topic 718. See Note 2 of the financial statements included in the Original 10-K for the assumptions used in calculating this amount. |
DIRECTOR COMPENSATION
| (2) Non-employee directors only received cash fees and stock awards as compensation for their service on the Board of Directors. |
DIRECTOR COMPENSATION
| (3) As of December 31, 2023, Dr. Adams held options to purchase 55,416 shares of our common stock, of which options to purchase 24,627 shares were vested. |
DIRECTOR COMPENSATION
| (4) As of December 31, 2023, Ms. Ashe held options to purchase 19,009 shares of our common stock, of which options to purchase 6,106 shares were vested. |
DIRECTOR COMPENSATION
| (5) As of December 31, 2023, Dr. Nissenson held options to purchase 10,989 shares of our common stock, of which options to purchase 6,889 shares were vested. |
DIRECTOR COMPENSATION
| (6) As of December 31, 2023, Ms. Chudnovsky held options to purchase 8,625 shares of our common stock, of which options to purchase 1,134 shares were vested. |
DIRECTOR COMPENSATION
| (7) As of December 31, 2023, Dr. Ruffolo held options to purchase 21,178 shares of our common stock, of which options to purchase 7,186 shares were vested. |
DIRECTOR COMPENSATION
| (8) As of December 31, 2023, Ms. Wilson held options to purchase 10,989 shares of our common stock, of which options to purchase 6,889 shares were vested. |
DIRECTOR COMPENSATION
| (9) Dr. Venkatesan served as Angion’s President, Chief Executive Officer and Chairman of the Board for part of fiscal year 2023; as such, his compensation earned as a non-employee director is described in the “Summary Compensation Table” above. |
DIRECTOR COMPENSATION
| (10) Mr. Segal resigned from the Board on August 28, 2023. As of December 31, 2023, Mr. Segal held no options to purchase shares of our common stock. |
DIRECTOR COMPENSATION
| (11) Mr. Ganzi resigned from the Board as of the effective time of the Merger. As of December 31, 2023, Mr. Ganzi held options to purchase 6,889 shares of our common stock, of which options to purchase 6,889 shares were vested. |
DIRECTOR COMPENSATION
| (12) Dr. Omenn resigned from the Board as of the effective time of the Merger. As of December 31, 2023, Dr. Omenn held options to purchase 6,889 shares of our common stock, of which options to purchase 6,889 shares were vested. |