DEF 14A of Arbutus Biopharma Corp
Filed Apr 4, 2025 · FY20240001140361-25-012305
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS Our Board currently consists of five (5) directors. The term of office of each of the current directors will end immediately before the election of directors at the Annual Meeting. Unless the director’s office is earlier vacated in accordance with the provisions of the BCBCA and our Articles, each director elected will hold office until immediately before the election of new directors at the next annual general meeting of our Shareholders and, if no director is then elected, until a qualified successor is duly elected or appointed. Upon the recommendation of our Corporate Governance and Nominating Committee, our Board has nominated the following individuals to serve until the 2026 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified: Lindsay Androski, Robert Alan Beardsley, Joseph Bishop, Matthew Gline and Anuj Hasija. Shareholders may also nominate individuals for election to our Board in accordance with our Articles and the BCBCA, as more fully described below under “Corporate Governance — Director Nominations.” We are not aware that any of our nominees will be unable or unwilling to serve as one of our directors; however, should we become aware of such an occurrence before the election of directors takes place at the Annual Meeting, if the persons named in the accompanying proxy are appointed as proxyholders, it is intended that the discretionary power granted under such proxy will be used by the proxyholders to vote in their discretion for a substitute nominee or nominees. Biographical information and the attributes, skills and experience of each nominee that led our Corporate Governance and Nominating Committee and Board to determine that such nominee should serve as a director are discussed in the “Executive Officer and Directors” section of this Proxy Statement/Circular.
Executive Officers and Director Nominees
Executive Officers and Director Nominees Our executive officers and director nominees, their positions with the Company and their ages as of March 28, 2025, are as follows:
Executive Officers and Director Nominees
| Name | Age | Position(s) | | Lindsay Androski, JD, MBA, CFA* | 48 | President and Chief Executive Officer, and Chairperson of the Board | | Tuan Nguyen | 49 | Chief Financial Officer | | Robert Alan Beardsley*+† | 64 | Director | | Joseph Bishop*+^† | 50 | Director | | Matthew Gline*^† | 40 | Director | | Anuj Hasija*+^ | 48 | Director |
Executive Officers and Director Nominees
| * Nominee for election to our Board |
Executive Officers and Director Nominees
| + | Member of the Audit Committee |
Executive Officers and Director Nominees
| ^ | Member of the Corporate Governance and Nominating Committee |
Executive Officers and Director Nominees
| † Member of the Executive Compensation and Human Resources Committee |
Executive Officers and Director Nominees
The following are brief biographies of nominees for the position of director: Lindsay Androski, JD, MBA, CFA, President & Chief Executive Officer and Chairperson of the Board. Ms. Androski has served as our President, Chief Executive Officer and Chairperson of our Board since February 2025. Ms. Androski serves as President and CEO of Roivant Social Ventures, a position she has held since July 2020. Since May 2023, she has also been special counsel at Genevant with responsibilities including LNP litigation. Ms. Androski joined the founding team at Roivant Sciences Ltd. (“Roivant”), where she built and led the team responsible for the in-licensing or acquisition of more than 30 therapeutic programs, resulting in the launch and incubation of 16 subsidiary biotechs and several successful IPOs. She has held a number of different roles previously at Roivant, including Vice President, Head of Acquisitions, from February 2016 to April 2020, and Entrepreneur in Residence, from April 2020 to July 2020. Prior to joining Roivant, Ms. Androski spent more than a decade as a trial lawyer, including as an Assistant U.S. Attorney in the Eastern District of Virginia, where she led investigations and prosecutions of high-profile cybercrime and national security cases and received the highest awards given by several federal agencies. Earlier in her career, Ms. Androski was a strategy consultant advising Fortune 100 clients on merger integration and other business challenges. She is currently a member of the board of directors at Eloxx Pharma, a position she has held since July 2022, where she is a member of audit committee and the compensation committee. Ms. Androski holds two Bachelor of Science degrees from the Massachusetts Institute of Technology, JD and MBA degrees from The University of Chicago, is a registered Patent Lawyer and a CFA charterholder. She serves as a Trustee of MIT, as Chair of the Visiting Committee for the Department of Chemistry, and sits on the Visiting Committees for the Department of Biology, the Department of Humanities, and Sponsored Research. Our Board believes Ms. Androski’s extensive experience in the pharmaceutical industry, including on LNP litigation, as well as her role as our President and Chief Executive Officer and her knowledge of our company qualifies her to serve on our Board. Ms. Androski was recommended to our Board by a shareholder. Robert Beardsley, Director. Robert Beardsley has served as a director since February 2025. Mr. Beardsley has over 30 years of experience in drug development and company building. In his various executive and management roles, Dr. Beardsley has been responsible for driving funding, strategic partnerships and development of patient centric solutions. Dr. Beardsley has served as President and Chief Executive Officer of Cirius Therapeutics since September 2024. Previously, he served as Executive Chair and Chief Operating Officer of Galera Therapeutics from 2012 to June 2024, Chair and Chief Executive Officer of Galera Therapeutics from 2009 to 2012, Chief Executive Officer of Metabolic Solutions Development Corporation from 2009 to 2010, President and Chief Executive Officer of Kereos from 2003 to 2009, acting Chief Executive Officer of MetaPhore Pharmaceuticals during 2002, Principal at bioStrategies Group from 1997 to 2002, and Equity Research Associate at Vector Securities International from 1994 to 1995. He also currently serves on the board of directors of Metallomix and Euclises Pharmaceuticals, and previously served on the boards of KemPharm, Collagenex Pharmaceuticals, BioSeek, and MetaPhore Pharmaceuticals. Dr. Beardsley earned his Ph.D. in Biochemical Engineering and his B.S. in Chemical and Biochemical Engineering from the University of Iowa, and his M.B.A. from the University of Chicago. Our Board believes Mr. Beardsley’s board, senior management and operational experience at a variety of public and private biotechnology companies allows him to provide our Board with critical perspectives and qualifies him to serve on our Board. Mr. Beardsley was recommended to our Board by a shareholder. Joseph Bishop, Director. Joseph Bishop has served as a director since February 2025. Mr. Bishop has served as Roivant’s Senior Vice President, Finance since April 2024. Mr. Bishop was previously Roivant’s Vice President, Finance from July 2018 to March 2024. As part of his roles at Roivant, Mr. Bishop has served as Chief Financial Officer for a number of Roivant’s Vants, including Pulmovant and Telavant. In these roles, Mr. Bishop oversees financial governance and operations for the Vants. Prior to joining Roivant, Mr. Bishop was Head of Equities and Portfolio Manager at Pine River Capital Management from 2013 to 2017, Portfolio Manager at Citadel Investment Group from 2010 to 2012 and Senior Managing Director and Portfolio Manager at Intrepid Capital Management from 2001 to 2010. Mr. Bishop earned his B.S. in Mechanical Engineering from Massachusetts Institute of Technology. Our Board believes Mr. Bishop’s experience at a number of companies allows him to provide our Board with critical perspectives on finance, accounting, and internal controls issues, which qualifies him to serve on our Board. Mr. Bishop was recommended to our Board by a shareholder. Matthew Gline, Director. Matthew Gline has served as a director since February 2025. Mr. Gline is the Chief Executive Officer of Roivant, a position he has held since January 2021. He has also served as a Director of Roivant since September 2021. As CEO, Mr. Gline plays a key role in setting the strategy for Roivant, along with the rest of the Board of Directors, and executing on that strategy with Roivant’s management team, including making capital allocation decisions across the Roivant portfolio. Mr. Gline joined Roivant in March 2016 and previously served as Chief Financial Officer, from September 2017 through his appointment as CEO, and as Senior VP, Finance and Business Operations. Prior to joining Roivant, Mr. Gline was a Vice President at Goldman Sachs, Fixed Income Digital Structuring, from 2014 to 2016, and co-founded Fourthree, a risk analytics technology and consulting company, from 2012 to 2014. Mr. Gline also serves on the board of directors of Datavant, the world’s largest health data ecosystem. Mr. Gline earned his A.B. in Physics from Harvard College. Our Board believes Mr. Gline’s extensive experience in healthcare investing and operations qualifies him to serve on our Board. Mr. Gline was recommended to our Board by a shareholder. Anuj Hasija, Director. Anuj Hasija has served as a director since February 2025. Mr. Hasija is an accomplished healthcare executive with over 20 years of strategic and operational experience. Mr. Hasija has served as President and Founder of Double Filtered, a healthcare strategy consultancy, since 2024. In his role as President, Mr. Hasija designed growth strategies, prepared organizations for successful product launches, and advised executives and entrepreneurs on how to scale their businesses. Previously, Mr. Hasija served as Vice President, Sales and Marketing, Cardiovascular and Metabolic Diseases at Johnson & Johnson in 2023 and served in various roles at Novartis, including Vice President, Oncology Global Marketing, from 2009 to 2023. Prior to Novartis, Mr. Hasija worked as a strategy consultant at McKinsey from 2005 to 2009 and in vaccines manufacturing at Merck & Co. from 2000 to 2004. Mr. Hasija earned his B.S. in Chemical Engineering and M.S. in Chemical Engineering from the University of Michigan, and his M.B.A. from the University of Chicago Booth School of Business. Our Board believes Mr. Hasija’s experiences in the healthcare industry qualifies him to serve on our Board. Mr. Hasija was recommended to our Board by a shareholder. The following are brief biographies of our current executive officers:
Executive Officers and Director Nominees
Lindsay Androski, JD, MBA, CFA, President & Chief Executive Officer, and Chairperson of the Board. Please refer to the immediately preceding section for Ms. Androski’s biographical information. Tuan Nguyen, Chief Financial Officer. Mr. Nguyen has almost two decades of experience in biopharma working on small molecules and AAV gene therapies. Most recently, from March 2022 to March 2025, he served as Chief Financial Officer of Kinevant Sciences, a clinical-stage biopharmaceutical company dedicated to treating rare inflammatory and autoimmune diseases. Prior to this, from May 2020 to March 2022, he was Vice President of Finance at Adverum Biotechnologies, a clinical-stage company that aims to establish gene therapy as a new standard of care for highly prevalent ocular diseases. Prior to that he held various senior finance leadership roles at Intarcia Therapeutics, FibroGen, and UCB. He has helped raise over $2 billion in dilutive and non dilutive capital. Mr. Nguyen earned his MBA with dual concentration in Finance and Entrepreneurship, Innovation, & Change from Emory University.
Arrangements Between Officers, Directors and Director Nominees
Arrangements Between Officers, Directors and Director Nominees There are no arrangements or understandings between any of our executive officers, directors or director nominees pursuant to which any such person was appointed, elected or nominated, as applicable.
Executive Compensation and Human Resources Committee
| • | reviewing and recommending to our Board for its approval, the salary, bonus, equity compensation and any other compensation and terms of employment of our Chief Executive Officer; |
Executive Compensation and Human Resources Committee
| • | approving, as applicable, or reviewing and recommending to our Board for its approval, the salary levels, bonus plans and structures and payments thereunder and other forms of compensation policies, plans and programs for our executive officers (not including our Chief Executive Officer); |
Executive Compensation and Human Resources Committee
| • | reviewing and approving the terms of any employment agreements, severance arrangements, change of control protections and any other compensatory arrangements for our executive officers (not including our Chief Executive Officer); |
Executive Compensation and Human Resources Committee
| • | administering our equity compensation plans, pension plans, and similar programs, including the adoption, amendment and termination of such plans and any sub-plans thereof, establishing guidelines, interpreting plan documents, selecting participants, approving grants and awards, or exercising such other power and authority as may be permitted or required under such plans; |
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation awarded to, earned by or paid to our Named Executive Officers for the years ended December 31, 2024 and 2023. Dr. Sims was not a Named Executive Officer for the year ended December 31, 2023; accordingly, her compensation for such year is not included in the following table. All amounts are expressed in US dollars. All of the Named Executive Officers included in the table below have departed the Company, and are being included in accordance with SEC rules.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael McElhaugh(5) Former Interim President and Chief Executive Officer | 2024 | 642,500 | — | 297,120 | 921,463 | 231,750 | 17,250 | 2,110,083 | | | 2023 | 483,000 | — | 242,730 | 733,355 | 144,900 | 16,500 | 1,620,485 | | David C. Hastings(6) Former Chief Financial Officer | 2024 | 502,000 | — | 270,000 | 837,524 | 200,800 | 15,522 | 1,825,846 | | | 2023 | 477,000 | — | 229,100 | 692,382 | 143,100 | 15,224 | 1,556,806 | | Karen Sims, M.D., Ph.D.(7) Former Chief Medical Officer | 2024 | 490,000 | — | 242,400 | 751,725 | 196,000 | 17,250 | 1,697,375 | | | 2023 | — | — | — | — | — | — | — | | Michael J. Sofia, Ph.D.(8) Former Chief Scientific Officer | 2024 | 512,000 | — | 262,800 | 814,818 | 204,800 | 25,636 | 1,820,054 | | | 2023 | 492,000 | — | 238,380 | 720,208 | 147,600 | 16,500 | 1,614,688 |
Summary Compensation Table
| (1) The amounts in this column represent the aggregate grant date fair value of the restricted stock unit grants, calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the executive in connection with his or her restricted stock unit awards. The assumptions made in valuing the restricted stock unit awards reported in this column are described in our audited consolidated financial statements (Note 13, Stock-based compensation) included in our Annual Report. |
Summary Compensation Table
| (2) The amounts in this column represent the aggregate grant date fair value of the option grants, calculated in accordance with ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the executive in connection with his or her option awards. The assumptions made in valuing the option awards reported in this column are described in our audited consolidated financial statements (Note 13, Stock-based compensation) included in our Annual Report. |
Summary Compensation Table
| (3) The amounts in this column represent performance bonuses earned by the Named Executive Officers in the year shown based upon the achievement of pre-established performance objectives. See “Non-Equity Incentive Plan Compensation” below. |
Summary Compensation Table
| (4) The amounts in this column for 2024 and 2023 include 401(k) matching contributions for each Named Executive Officer in the year shown in accordance with company policy. |
Summary Compensation Table
| (5) Effective January 1, 2024, Mr. McElhaugh was appointed as our Interim President and Chief Executive Officer. Mr. McElhaugh was appointed as our Chief Operating Officer on November 1, 2022 and served in such capacity during the full year ending December 31, 2023. Mr. McElhaugh’s employment as our Interim Chief Executive Officer was terminated effective February 24, 2025. |
Summary Compensation Table
| (6) Mr. Hastings’ employment as our Chief Financial Officer was terminated effective as of the end of the day on March 27, 2025. |
Summary Compensation Table
| (7) Dr. Sims’ employment as our Chief Medical Officer was terminated effective as of March 25, 2025. |
Summary Compensation Table
| (8) Dr. Sofia retired as our Chief Scientific Officer effective December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information regarding all stock options and stock awards outstanding as of December 31, 2024, for each Named Executive Officer:
Outstanding Equity Awards at Fiscal Year-End 2024
| | Stock Awards | | Option Awards | | | | | Name | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | Number of securities underlying unexercised options (#) exercisable(3) | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date(4) | | Michael McElhaugh | 55,800 | $182,466 | | | | | | | 123,800 | $404,826 | | | | | | | | | 25,000 | — | $3.15 | 3/24/2027 | | | | | 41,268 | — | $5.20 | 4/16/2028 | | | | | 104,500 | — | $4.57 | 3/1/2029 | | | | | 200,000 | — | $3.35 | 2/17/2030 | | | | | 238,625 | 10,375 | $4.33 | 2/13/2031 | | | | | 237,599 | 88,251 | $2.81 | 1/20/2032 | | | | | 153,404 | 181,296 | $2.90 | 2/1/2033 | | | | | 103,146 | 391,954 | $2.40 | 2/1/2034 | | David C. Hastings | 52,667 | $172,221 | | | | | | | 112,500 | $367,875 | | | | | | | | | 200,000 | — | $6.75 | 6/19/2028 | | | | | 137,500 | — | $4.57 | 3/1/2029 | | | | | 100,000 | — | $3.35 | 2/17/2030 | | | | | 239,583 | 10,417 | $4.33 | 2/13/2031 | | | | | 207,813 | 77,187 | $2.81 | 1/20/2032 | | | | | 144,833 | 171,167 | $2.90 | 2/1/2033 | | | | | 93,750 | 356,250 | $2.40 | 2/1/2034 | | Karen Sims, M.D., Ph.D. | 19,267 | $63,003 | | | | | | | 101,000 | $330,270 | | | | | | | | | 15,000 | — | $3.55 | 6/21/2027 | | | | | 25,500 | — | $5.20 | 4/16/2028 | | | | | 28,000 | — | $4.57 | 3/1/2029 | | | | | 39,900 | — | $3.35 | 2/17/2030 | | | | | 38,238 | 1,662 | $4.33 | 2/13/2031 | | | | | 60,127 | 23,333 | $2.81 | 1/20/2032 | | | | | 26,492 | 31,308 | $2.90 | 2/1/2033 | | | | | 54,414 | 99,226 | $2.26 | 7/10/2033 | | | | | 84,146 | 319,754 | $2.40 | 2/1/2034 | | Michael J. Sofia, Ph.D. | — | — | | | | | | | | | 100,000 | — | $3.94 | 3/15/2026 | | | | | 150,000 | — | $3.15 | 3/24/2027 | | | | | 160,000 | — | $5.20 | 4/16/2028 | | | | | 145,000 | — | $4.57 | 3/1/2029 | | | | | 250,000 | — | $3.35 | 2/17/2030 | | | | | 277,917 | — | $4.33 | 2/13/2031 | | | | | 207,813 | — | $2.81 | 1/20/2032 | | | | | 150,654 | — | $2.90 | 2/1/2033 | | | | | 91,208 | — | $2.40 | 2/1/2034 |
Outstanding Equity Awards at Fiscal Year-End 2024
| (1) The shares underlying these restricted stock units vest in three equal annual installments, subject to continued service to us through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End 2024
| (2) Market Value was calculated based upon the $3.27 closing share price on December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End 2024
| (3) Options granted after February 5, 2014 through December 31, 2019 vested (or remain eligible to vest) in thirds on each of the first three anniversaries of their grant date. Options granted after January 1, 2020 vested (or remain eligible to vest) 1/48th each month over a four-year period after the grant date. |
Outstanding Equity Awards at Fiscal Year-End 2024
| (4) Options expire 10 years after the grant date. |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The following table sets forth information regarding the compensation actually paid to our former Interim CEO and our other Named Executive Officers compared to certain performance measures for the years ended December 31, 2024, 2023 and 2022. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how we or our Compensation Committee views the link between company performance and our Named Executive Officers’ pay. As a clinical-stage biotech company, our executive compensation program does not utilize the company’s financial results as the primary indicator to determine executive compensation. We believe that the creation of sustainable long-term shareholder value depends on our ability to maximize opportunities for our cHBV development programs and our in-house developed LNP delivery technology. Consequently, our Compensation Committee has designed our executive compensation program to incentivize our executive officers to create that value through the clinical development of our drug candidates and through protecting and defending our intellectual property. In determining the amount of the annual incentive award for each of our executive officers, including each of our Named Executive Officers, the Compensation Committee evaluated the corporate performance objectives that had been established at the beginning of the calendar year as well as other corporate and individual achievements and performance throughout the year. These performance objectives included clinical milestones for our lead product candidates and other business objectives. Additionally, grants of equity awards, primarily stock options and restricted stock units, to our executive officers are intended to incentivize future value creation and to align the long-term interests of our executive officers with shareholders. For further discussion of how the Company views its executive compensation structure, including alignment with Company performance, see page 24. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The “Compensation Actually Paid”, which is presented in the table below, is defined by the SEC and does not reflect amounts actually paid, earned or received by our Named Executive Officers. A significant portion of the “Compensation Actually Paid” amounts shown relate to changes in values of unvested equity awards over the course of the applicable reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our share price. The ultimate values actually realized by our Named Executive Officers from unvested equity awards, if any, cannot be determined until the awards fully vest and are exercised or settled, as the case may be.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO NEOs(1)(2) | Average Compensation Actually Paid to non-PEO NEOs(3) | Value of Initial Fixed $100 Investment based on Total Shareholder Return | Net Income/(Loss) | | 2024 | $2,110,083 | $2,592,023 | $1,781,092 | $2,207,723 | $84 | ($69,920,000) | | 2023 | $3,385,984 | $3,268,381 | $1,692,632 | $1,594,078 | $64 | ($72,849,000) | | 2022 | $2,645,657 | $844,918 | $1,281,722 | $746,716 | $66 | ($69,456,000) |
Pay Versus Performance Disclosure
| (1) For 2024, the principal executive officer (“PEO”) was Mr. McElhaugh, our former Interim Chief Executive Officer. For 2022 and 2023, the PEO was Mr. William Collier, our former Chief Executive Officer who retired on December 31, 2023. For 2024 the other Named Executive Officers (“NEOs”) were Mr. Hastings, Dr. Sims and Dr. Sofia. For 2023 the other NEOs were Mr. McElhaugh, Dr. Sofia and Dr. Howard. For 2022, the other NEOs were Dr. Sofia and Mr. McElhaugh. |
Pay Versus Performance Disclosure
| (2) The values reflected in this column reflect the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 24. See the footnotes to the SCT for further detail regarding the amounts in this column. |
Pay Versus Performance Disclosure
| (3) “Compensation Actually Paid” is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” and “Option Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance Disclosure
The following tables reflect the adjustments made to SCT total compensation to compute “Compensation Actually Paid” for our PEO and average for our other NEOs.
Pay Versus Performance Disclosure
| PEO | SCT Total Comp | Minus SCT Stock Awards and Option Awards | Plus Value of New Unvested Awards | Plus Change in Value of Prior Years Unvested Awards | Plus Value of New Vested Awards | Plus Change in Value of Prior Years Vested Awards | Equals Compensation Actually Paid | | 2024 | $2,110,083 | ($1,218,583) | $1,362,697 | $22,240 | $276,178 | $39,407 | $2,592,023 | | 2023 | $3,385,984 | ($2,525,326) | $1,921,931 | $83,390 | $343,105 | $59,296 | $3,268,381 | | 2022 | $2,645,657 | ($1,712,646) | $1,165,626 | ($945,449) | $381,639 | ($689,909) | $844,918 |
Pay Versus Performance Disclosure
| Other NEOs (Average) | SCT Total Comp | Minus SCT Stock Awards and Option Awards | Plus Value of New Unvested Awards | Plus Change in Value of Prior Years Unvested Awards | Plus Value of New Vested Awards | Plus Change in Value of Prior Years Vested Awards | Equals Compensation Actually Paid | | 2024 | $1,781,092 | ($1,059,756) | $1,185,088 | $26,653 | $239,935 | $34,711 | $2,207,723 | | 2023 | $1,692,632 | ($915,819) | $678,960 | $17,908 | $117,349 | $3,047 | $1,594,078 | | 2022 | $1,281,722 | ($664,192) | $422,898 | ($275,062) | $138,705 | ($157,356) | $746,716 |
Pay Versus Performance Disclosure
Compensation Actually Paid and Cumulative Total Shareholder Return The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our cumulative total shareholder return for the fiscal years ended December 31, 2022, 2023 and 2024. Total Shareholder Return amounts reported in the graph assume an initial fixed investment of $100 on December 31, 2021. Compensation Actually Paid and Net Loss The graph below compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with our net loss for the fiscal years ended December 31, 2022, 2023 and 2024.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION To align the interests of non-executive directors with the long-term interests of Shareholders, our Board has approved the non-executive directors’ participation in our equity compensation plans, as well as an annual cash retainer. Members of our management team receive no additional consideration for acting as directors. Accordingly, Mr. McElhaugh did not receive any compensation for his service as a member of our Board during 2024. Mr. McElhaugh’s compensation for service as an employee for 2024 is presented above in the “Executive Compensation — Summary Compensation Table” section of this Proxy Statement/Circular. Further, each of Mr. Bishop and Mr. Gline have agreed to waive his respective right to all compensation as a director.
Director Compensation Table
Director Compensation Table The following table summarizes the compensation of our former non-executive directors who served during all or any portion of fiscal 2024. All of the former directors listed below resigned effective February 24, 2025.
Director Compensation Table
| Directors | Fees Earned or Paid in Cash | Option Awards(1)(2) | All Other Compensation | Total | | Frank Torti, M.D. | $82,500 | $171,168 | — | $253,668 | | Daniel Burgess | $55,000 | $171,168 | — | $226,168 | | Richard C. Henriques | $67,500 | $171,168 | — | $238,668 | | Keith Manchester | $50,000 | $171,168 | — | $221,168 | | James Meyers | $70,000 | $171,168 | — | $241,168 | | Melissa V. Rewolinski, Ph.D. | $47,500 | $171,168 | — | $218,668 | | | $372,500 | $1,027,010 | — | $1,399,668 |
Director Compensation Table
| (1) The amounts in this column represent the full grant date fair value for awards granted during 2024, all of which were in the form of stock options. The grant date fair value of the options was computed in accordance with ASC Topic 718, Compensation — Stock Compensation. |
Director Compensation Table
These amounts do not necessarily correspond to the actual value that may be realized by the director in connection with his or her option awards. The assumptions made in valuing the option awards reported in this column are described in our audited consolidated financial statements (Note 13, Stock-based Compensation) included in our Annual Report.
Director Compensation Table
| (2) The following table shows the aggregate number of shares underlying outstanding options held by our non-executive directors as of December 31, 2024: |
Director Compensation Table
| Name | Outstanding Options | | Frank Torti, M.D. | 273,000 | | Daniel Burgess | 323,000 | | Richard C. Henriques | 303,000 | | Keith Manchester, M.D. | 288,000 | | James Meyers | 197,500 | | Melissa V. Rewolinski, Ph.D. | 177,000 |
Director Compensation
Director Compensation The Board believes that the level of director compensation should generally be competitive with the level of compensation paid to directors of the Company’s peer companies and that a significant component of such compensation should be tied to the performance of the Company. Accordingly, a significant portion of director compensation should be in the form of stock options and equity. The Executive Compensation and Human Resources Committee shall periodically review the compensation of non-management directors. The Executive Compensation and Human Resources Committee is encouraged to seek advice from an independent compensation consultant. After such review, the Executive Compensation and Human Resources Committee will make recommendations to the full Board, and the full Board will determine the non-management director compensation. The Company’s employee directors shall not receive additional compensation for service as directors.