DEF 14A of PMV Pharmaceuticals, Inc.
Filed Apr 25, 2025 · FY20240001140361-25-015610
Nominees for Election to a Three-Year Term Ending at the 2028 Annual Meeting
Nominees for Election to a Three-Year Term Ending at the 2028 Annual Meeting Arnold Levine, Ph.D. has served as a member of our board of directors since June 2013. Since 2011, Dr. Levine has served as a Professor Emeritus at The Simons Center for Systems Biology at the Institute for Advanced Study in Princeton, New Jersey. Dr. Levine trained as a Postdoctoral Fellow at California Institute of Technology in the laboratory of Robert Sinsheimer. Dr. Levine is a widely acclaimed leader in cancer research. Dr. Levine currently serves on the board of directors of GeneCentric Therapeutics, a private biomarker producer, and serves on the scientific advisory board of Chugai Pharmabody Research, a subsidiary of Chugai Pharmaceutical focused on utilizing proprietary antibody engineering technologies. Dr. Levine previously was a member of the board of directors of Adaptive Biotechnologies (Nasdaq: ADPT), a commercial-stage biotechnology company, and Meira GTX (Nasdaq: MGTX), a clinical-stage gene therapy company. In 1979, Dr. Levine and others discovered the p53 tumor suppressor protein. Dr. Levine helped shape U.S. science priorities as chairman of an influential 1996 review panel on federal AIDS research funding. He also chaired the National Cancer Advisory Board, which advises the National Academy of Sciences and its Institute of Medicine on cancer policy. He was elected to the National Academy of Sciences in 1991 and to its Institute of Medicine in 1995. In April 2001, Levine received the first Albany Medical Center Prize in Medicine and Biomedical Research, the largest annual prize in science or medicine offered in the United States. In 1968, Dr. Levine joined Princeton University as an Assistant Professor, becoming a Professor of biochemistry in 1976. In 1979, he moved to the SUNY Stony Brook School of Medicine to Chair the Department of Microbiology. He returned to Princeton in 1984 and between 1984 and 1996, he presided over a major expansion of Princeton’s life sciences programs as Chairman of the Department of Molecular Biology. From 1998 to 2002, Dr. Levine was President of the Rockefeller University. Dr. Levine received a B.A. from Harpur College, State University of New York and a Ph.D. in Microbiology from the University of Pennsylvania. We believe Dr. Levine is qualified to serve on our board of directors due to his extensive academic and professional experience in cancer research and molecular biology. Charles M. Baum, M.D., Ph.D. has served as a member of our board of directors since April 2021. Since July 2024, Dr. Baum has served as the Chief Executive Officer and board member of Terremoto Biosciences, Inc., a biotechnology company. Previously, Dr. Baum was the Founder, President and Chief Executive Officer of Mirati Therapeutics, Inc. (Nasdaq: MRTX), a commercial stage biotechnology company (“Mirati”), from November 2012 to September 2021, and also from August 2023 through January 2024, when Mirati was acquired by Briston-Myers-Squibb Company (NYSE: BMY), a multinational pharmaceutical company (“Bristol”). Dr. Baum also served as Mirati’s President, Founder and Head of Research and Development from September 2021 to August 2023, and was a board member from November 2012 to January 2024 when Mirati was acquired by Bristol. Dr. Baum currently serves on the board of directors of Acrivon Therapeutics, Inc. (Nasdaq: ACRV), a clinical-stage biopharmaceutical company. Previously, Dr. Baum served on the board of directors of Poseida Therapeutics, Inc. (Nasdaq: PSTX), a clinical-stage biopharmaceutical company, from May 2022 to January 2025, when PSTX was acquired by Roche Genentech. From June 2003 to September 2012, Dr. Baum worked at Pfizer Inc. (NYSE: PFE), a biopharmaceutical company (“Pfizer”), as Senior Vice President for Biotherapeutic Clinical Research within Pfizer’s Worldwide Research & Development division and as Vice President and Head of Oncology Development and Chief Medical Officer for Pfizer’s Biotherapeutics and Bioinnovation Center. From 2000 to 2003, Dr. Baum was responsible for the development of several oncology compounds at Schering-Plough Corporation (acquired by Merck & Co., Inc. (NYSE: MRK) (“Merck”)). Dr. Baum’s career has included academic and hospital positions at Stanford University and Emory University, as well as positions of increasing responsibility within the pharmaceutical industry at SyStemix, Inc. (acquired by Novartis AG), G.D. Searle & Company (acquired by Pfizer), Schering-Plough Corporation (acquired by Merck) and Pfizer. Dr. Baum received his M.D. and Ph.D. (Immunology) degrees from Washington University School of Medicine in St. Louis, Missouri and completed his post-doctoral training at Stanford University. We believe that Dr. Baum is qualified to serve on our board of directors because of the perspective and executive-level experience he provides in the biotechnology industry as well as his experience serving on the board of directors of public companies.
Directors Continuing in Office
Directors Continuing in Office Kirsten Flowers has served as a member of our board of directors since January 2022. Since June 2024, Ms. Flowers has served as the Chief Executive Officer and co-founder of Chiara Biosciences, Inc., a platform and therapeutics company leveraging a differentiated approach to targeted protein degradation. Ms. Flowers previously served as the Chief Commercial & Corporate Strategy Officer of Kura Oncology, Inc. (Nasdaq: KURA), a clinical-stage biopharmaceutical company, from July 2022 to January 2023 and also served as its Chief Commercial Officer from January 2020 to June 2022. From September 2021 to June 2024, she served as a member of the board of directors of Comera Life Sciences (Nasdaq: CMRA) (formerly Reform Biologics Inc.), a biologic formulations company. Prior to joining Kura Oncology, Inc., Ms. Flowers was the Senior Vice President of Commercial Operations at Array Biopharma, Inc. (acquired by Pfizer) from April 2018 to October 2019 and was the Vice President of Global Marketing from August 2017 to April 2018. Previously, Ms. Flowers was at Pfizer and held several leadership positions, including Group Leader for the United States oncology business. Ms. Flowers has more than 25 years of pharmaceutical and biotech experience. Ms. Flowers received her B.S. in Molecular & Cellular Biology / Psychology from the University of Arizona and her M.B.A. from Harvard Business School. We believe that Ms. Flowers is qualified to serve on our board of directors because of her extensive executive and commercial experience in the biopharmaceutical and biotechnology industries. Carol Gallagher, Pharm.D. has served as a member of our board of directors since November 2022. Dr. Gallagher serves on the board of directors of Atara Biotherapeutics, Inc. (Nasdaq: ATRA), an allogeneic T-cell immunotherapy company. Previously, Dr. Gallagher served on the boards of directors at Anaptys Bio Inc. (Nasdaq: ANAB) from 2011 until 2018, Tempest Therapeutics (formerly Millendo Therapeutics, Inc.) (Nasdaq: TPST) from 2012 until 2021, Annexon, Inc. (Nasdaq: ANNX) from 2018 to February 2021, Turning Point Therapeutics, Inc. from July 2019 until its acquisition by Bristol in August 2022, Certara, Inc. (Nasdaq: CERT) from June 2021 to April 2022, Frazier Life Sciences Acquisition Corp. (Nasdaq: FLAC), a special purpose acquisition company (currently, Nasdaq: NAMS), from October 2020 until December 2022, and Mirati from June 2023 until its acquisition by Bristol in January 2024. From October 2014 to December 2023, Dr. Gallagher served as a partner, venture partner and venture advisor at New Enterprise Associates, a venture capital firm. Prior to joining New Enterprise Associates, Dr. Gallagher served as a venture partner with Frazier Healthcare, a venture capital firm, from October 2013 to September 2014. Dr. Gallagher served as the President and Chief Executive Officer of Calistoga Pharmaceuticals, a biopharmaceutical company, from 2008 to 2011, when the company was acquired by Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company. From 2007 to 2008, Dr. Gallagher was the President and Chief Executive Officer of Metastatix, Inc., a biopharmaceutical company. Prior to that time starting in 1989, she served in various roles at pharmaceutical companies, including at Eli Lilly and Company (NYSE: LLY), a multinational pharmaceutical company, Amgen, Inc. (Nasdaq: AMGN), a global biopharmaceutical company (“Amgen”), and Pfizer. Dr. Gallagher attended Vanderbilt University and holds a B.S. and Doctor of Pharmacy degrees from the University of Kentucky. We believe that Dr. Gallagher is qualified to serve on our board of directors due to her extensive experience in the pharmaceuticals industry, her leadership and management experience, and her service as a director of other biopharmaceutical companies. David H. Mack, Ph.D. has served as a member of our board of directors since June 2013 and as our President and Chief Executive Officer since July 2013. Previously, Dr. Mack was a general partner at Alta Partners, a venture capital firm focusing on investments in biotechnology and life sciences companies, from 2002 to 2013. Prior to working at Alta Partners, Dr. Mack served as Vice President of Genomics Research at Eos Biotechnology, which was acquired by Protein Design Labs in 2003. From 1994 to 1997, Dr. Mack served as the Head of Cancer Biology at Affymetrix, a biotechnology company that was acquired by Thermo Fisher (NYSE: TMO) in January 2016, where he oversaw the development and application of DNA array technology in the areas of oncology and inflammation. Dr. Mack has co-authored more than 30 scientific articles and reviews, including papers published in Cell, Science, and Nature, and is an inventor on 26 issued U.S. patents. Dr. Mack was an American Cancer Society Postdoctoral Fellow in microbiology and immunology at Stanford University School of Medicine. Dr. Mack received a B.A. in Molecular Biology from the University of California, Berkeley and a Ph.D. in Molecular Genetics and Cell Biology from the University of Chicago. We believe that Dr. Mack is qualified to serve on our board of directors because of the perspective and experience he provides as our Chief Executive Officer as well as his broad experience in the biotechnology and life sciences industries.
Directors Continuing in Office
Richard Heyman, Ph.D. has served as a member of our board of directors and as our Chairperson since June 2020. Dr. Heyman is the co-founder of ORIC Pharmaceuticals (Nasdaq: ORIC), a clinical-stage biopharmaceutical company (“ORIC”). Dr. Heyman has served on ORIC’s board of directors since March 2015 and was appointed to the chairman role in May 2018. From March 2021 through February 2023, Dr. Heyman served as chairman of Enliven Therapeutics, Inc. (Nasdaq: ELVN), a pharmaceutical company (“Enliven”), until its merger with Imara Inc., and since February 2023, has served as a member of Enliven’s board of directors. Dr. Heyman also serves as a member of the board of Vividion Therapeutics, a biopharmaceutical company, which was acquired in August 2021 by Bayer AG. Dr. Heyman served as Chairman of the board of directors of RayzeBio, Inc., a biopharmaceutical company, which was acquired in February 2024 by Bristol and Amunix Pharmaceuticals, an immuno-oncology company, which was acquired by Sanofi S.A. in December 2021. Previously, Dr. Heyman was the co-founder and Chief Executive Officer of Aragon Pharmaceuticals, a biotechnology company which was acquired by Johnson & Johnson (NYSE: JNJ), a multinational pharmaceutical, biotechnology and medical device company, in August 2013, and Seragon Pharmaceuticals, a pharmaceuticals company which was acquired by Roche Genentech in August 2014. Dr. Heyman has been involved in the discovery and development of multiple therapeutic agents approved by the U.S. Food and Drug Administration, including the prostate cancer drug, Erleada®. Since 2019, Dr. Heyman has served as a Venture Partner for Arch Ventures, a venture capital firm. Dr. Heyman is also Vice Chair of the Board of Trustees at the Salk Institute for Biological Studies and serves on the Board Foundation for the American Association for Cancer Research and on the board at the University of California at San Diego (“UCSD”) Moores Cancer Center. Previously, Dr. Heyman served on the board of directors of Gritstone bio, Inc. (Nasdaq: GRTS), a clinical-stage biotechnology company, Metacrine, Inc. (formerly Nasdaq: MTCR), a clinical-stage biopharmaceutical company, and Yumanity Therapeutics, Inc. (Nasdaq: YMTX), a biotechnology company. Dr. Heyman has won numerous awards, including the Ernst and Young San Diego Regional Entrepreneur of the Year, the Connect Hall of Fame Award, the Endocrine Society Outstanding Innovation Award and the UCSD Rell Sunn Award. Dr. Heyman received a B.S. in Chemistry from the University of Connecticut and a Ph.D. in Pharmacology from the University of Minnesota. We believe that Dr. Heyman is qualified to serve on our board of directors because of his perspective having served as both an executive and director of similar corporations, including public companies, his scientific background, and his extensive career in the biotechnology industry. Laurie Stelzer has served as a member of our board of directors since August 2020. Since January 2025, Ms. Stelzer has served as the Chief Financial officer of Kailera Therapeutics, Inc. a clinical-stage biopharmaceutical company. Ms. Stelzer previously served as the Chief Financial Officer of Orna Therapeutics, a biotechnology company, from May 2024 until January 2025. From September 2023 until May 2024, she served as the Chief Financial Officer of ReNAgade Therapeutics, Inc., a biotechnology company, until its acquisition by Orna Therapeutics. She previously served as the Chief Financial Officer of Mirati from May 2022 until September 2023. Ms. Stelzer formerly served as Executive Vice President and Chief Financial Officer of Arena Pharmaceuticals, Inc. (acquired by Pfizer) from March 2020 until the completion of Pfizer’s acquisition in March 2022. She also serves on the board of directors of Sionna Therapeutics (Nasdaq: SION), a clinical-stage biopharmaceutical company, Spyre Therapeutics Inc. (Nasdaq: SYRE), a biotechnology company, and served on the board of directors of Surface Oncology, Inc. (Nasdaq: SURF), a clinical-stage immuno-oncology company until its acquisition by Coherus BioSciences in September 2023. Prior to joining Arena Pharmaceuticals, Ms. Stelzer was the Chief Financial Officer at Halozyme Therapeutics, Inc. (Nasdaq: HALO), a biopharma technology platform company, from June 2015 to March 2020. Prior to joining Halozyme Therapeutics, Ms. Stelzer held senior management roles at Shire Plc (acquired by Takeda), including Senior Vice President of Finance, Division Chief Financial Officer for the Regenerative Medicine Division and Head of Investor Relations. Previously, she also worked at Amgen for 15 years, serving in positions of increasing responsibility in the areas of Finance, Treasury, Global Accounting and International/Emerging Markets. Ms. Stelzer received her B.S. in Accounting from Arizona State University and her M.B.A. from University of California, Los Angeles, Anderson School of Management. We believe that Ms. Stelzer is qualified to serve on our board of directors because of her extensive executive and financial experience at multiple public companies in the biopharmaceutical and biotechnology industries.
Identifying and Evaluating Director Nominees
Identifying and Evaluating Director Nominees Our board of directors has delegated to the nominating and corporate governance committee the responsibility of identifying individuals qualified to become members of the board of directors and recommending to the board of directors nominees to fill vacancies and newly created directorships and the nominees to stand for election as directors. If the nominating and corporate governance committee determines that an additional or replacement director is required, it may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the board of directors or management. In its evaluation of director candidates, including the members of the board of directors eligible for reelection, the nominating and corporate governance committee will consider the current size and composition of the board of directors and the needs of the board of directors and its committees. Some of the factors that our nominating and corporate governance committee considers include, without limitation, character, integrity, judgment, including diversity in terms of gender, race, ethnicity and, experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and similar factors. Nominees must also have the highest personal and professional ethics and integrity, proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing board of directors, the ability to assist and support management and make significant contributions to the Company’s success, and an understanding of the fiduciary responsibilities that are required of a member of the board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.
Outside Director Compensation Policy
Outside Director Compensation Policy To attract, retain and reward qualified non-employee candidates to serve on our board of directors, we have adopted an outside director compensation policy (the “Director Compensation Policy”). Our compensation committee reviews the Director Compensation Policy annually in consultation with our compensation consultant, and makes recommendations for any revisions to our board of directors. In April 2025, the Company revised the Director Compensation Policy to modify the equity award component again to align with our equity strategy and remain competitive with companies similar to its industry and market capitalization. Our board of directors has the discretion to revise non-employee director compensation as it deems necessary or appropriate. Under our Director Compensation Policy as currently in effect, each non-employee director upon first becoming a non-employee director automatically receives an initial option to purchase 67,000 shares of common stock. The initial option vests in 36 equal, monthly installments after the grant date, subject to continued service through the vesting date. Additionally, each non-employee director automatically receives an annual option to purchase 33,500 shares, effective on the date of each annual meeting of the stockholders. The annual option vests on the earlier of one year following the grant date or the next annual meeting of stockholders, subject to continued service through the vesting date. All awards under the Director Compensation Policy accelerate and vest upon a change in control. The exercise price of all options under the Director Compensation Policy is the fair market value on the date of grant.
Director Compensation for Fiscal Year Ending 2024
Director Compensation for Fiscal Year Ending 2024 The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ending December 31, 2024. Directors who are also our employees receive no additional compensation for their service as directors. For the fiscal year ending December 31, 2024, Dr. Mack was an employee and executive officer of the company and therefore, did not receive compensation as a director. See “Executive Compensation” for additional information regarding Dr. Mack’s compensation.
Director Compensation for Fiscal Year Ending 2024
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Richard Heyman, Ph.D. | 96,500 | — | 81,032 | — | — | — | 177,532 | | Charles M. Baum, M.D., Ph.D. | 53,000 | — | 81,032 | — | — | 87,069(2) | 221,101 | | Kirsten Flowers | 47,500 | — | 81,032 | — | — | — | 128,532 | | Carol Gallagher, Pharm.D. | 44,000 | — | 81,032 | — | — | — | 125,032 | | Arnold Levine, Ph.D. | 40,000 | — | 81,032 | — | — | 100,000(3) | 221,032 | | Laurie Stelzer | 60,000 | — | 81,032 | — | — | — | 141,032 |
Director Compensation for Fiscal Year Ending 2024
| (1) In June 2024, in addition to the annual option grant award under our “Outside Director Compensation Policy”, each continuing non-employee director received a one-time special award of 45,000 stock options, which vest in equal monthly installments over three years. |
Director Compensation for Fiscal Year Ending 2024
| (2) Dr. Baum received annual compensation of $87,069 pursuant to a consulting agreement. For additional information regarding our consulting agreement with Dr. Baum, see “Certain Relationships and Related Person Transactions—Consulting Agreement with Charles M. Baum, M.D., Ph.D.” |
Director Compensation for Fiscal Year Ending 2024
| (3) Dr. Levine received annual compensation of $100,000 pursuant to a consulting agreement. For additional information regarding our consulting agreement with Dr. Levine, see “Certain Relationships and Related Person Transactions—Consulting Agreement with Arnold Levine, Ph.D.” |
Director Compensation for Fiscal Year Ending 2024
The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2024.
Director Compensation for Fiscal Year Ending 2024
| Name | Number of Shares Underlying Outstanding Stock Awards | Number of Shares Underlying Outstanding Options | | Richard Heyman, Ph.D. | — | 370,758 | | Charles M. Baum, M.D., Ph.D. | — | 154,338 | | Kirsten Flowers | — | 141,167 | | Carol Gallagher, Pharm.D. | — | 128,000 | | Arnold Levine, Ph.D. | — | 130,614 | | Laurie Stelzer | — | 157,500 |
Summary Compensation Table
Summary Compensation Table Our named executive officers for fiscal year ended December 31, 2024, which consist of our principal executive officer and the next two most highly compensated executive officers, are:
Summary Compensation Table
| • | David H. Mack, Ph.D., our President, Chief Executive Officer and Director; |
Summary Compensation Table
| • | Michael Carulli, our Chief Financial Officer; and |
Summary Compensation Table
| • | Deepika Jalota, Pharm.D., our Chief Development Officer. |
Summary Compensation Table
The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 2023 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | David H. Mack, Ph.D. President, Chief Executive Officer and Director | 2024 | 607,208 | — | 295,002 | 3,522,213 | 335,858 | — | — | 4,760,281 | | | 2023 | 586,083 | — | — | 1,328,712 | 295,000 | — | — | 2,209,795 | | Michael Carulli(3) Chief Financial Officer | 2024 | 370,001 | — | 147,996 | 698,718 | 162,800 | — | — | 1,379,515 | | Deepika Jalota, Pharm.D. Chief Development Officer | 2024 | 442,542 | — | 171,999 | 1,118,651 | 195,822 | — | — | 1,929,014 | | | 2023 | 421,898 | — | — | 503,300 | 172,000 | — | — | 1,097,198 |
Summary Compensation Table
| (1) The amounts reported represent the aggregate grant date fair value of options calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718-Compensation-Stock Compensation (“ASC 718”). Such grant-date fair value does not take into account any estimated forfeitures related to performance or service vesting conditions. Information about the assumptions used in the calculation of these amounts are included in Note 2 and Note 8 to the Company’s financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for such year. The amounts reported represent grants of options pursuant to our 2020 Equity Incentive Plan as described further in the table of outstanding equity awards below. Additionally, solely for fiscal year 2024, the amounts disclosed include the incremental fair value, calculated in accordance with ASC 718, associated with new option grants that were exchanged for prior option grants pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 16, 2024, as amended. |
Summary Compensation Table
| (2) The 2024 amounts reported cash bonuses earned under our 2024 bonus plan based upon the achievement of various development, pipeline, and corporate goals for the year ended December 31, 2024, which were paid in 2025. |
Summary Compensation Table
| (3) Mr. Carulli became our Chief Financial Officer in January 2024 and was not a named executive officer in 2023. |
Grants of Plan-Based Awards for Fiscal 2024
Grants of Plan-Based Awards for Fiscal 2024 The following table sets forth information, for each of our named executive officers, concerning grants of plan-based awards made during fiscal 2024.
Grants of Plan-Based Awards for Fiscal 2024
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(1) | | David H. Mack, Ph.D. | 01/18/2024 | — | 519,915(2) | 1.80 | 698,350 | | David H. Mack, Ph.D. | 01/18/2024 | 163,890(3) | — | — | 295,002 | | David H. Mack, Ph.D.(4) | 08/13/2024 | — | 384,184(5) | 1.48 | 568,592 | | David H. Mack, Ph.D.(4) | 08/13/2024 | — | 330,000(6) | 1.48 | 448,400 | | Michael Carulli | 01/18/2024 | — | 204,630(2) | 1.80 | 274,859 | | Michael Carulli | 01/18/2024 | 82,220(3) | — | — | 147,996 | | Michael Carulli(4) | 08/13/2024 | — | 40,805(5) | 1.48 | 60,391 | | Michael Carulli(4) | 08/13/2024 | — | 75,000(6) | 1.48 | 111,000 | | Deepika Jalota, Pharm.D. | 01/18/2024 | — | 225,095(2) | 1.80 | 302,348 | | Deepika Jalota, Pharm.D. | 01/18/2024 | 95,555(3) | — | — | 171,999 | | Deepika Jalota, Pharm.D.(4) | 08/13/2024 | — | 90,774(5) | 1.48 | 134,346 | | Deepika Jalota, Pharm.D.(4) | 08/13/2024 | — | 125,000(6) | 1.48 | 185,000 |
Grants of Plan-Based Awards for Fiscal 2024
| (1) The amounts reported represent the aggregate grant date fair value of options calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718-Compensation-Stock Compensation (“ASC 718”). Such grant-date fair value does not take into account any estimated forfeitures related to performance or service vesting conditions. Information about the assumptions used in the calculation of these amounts are included in Note 2 and Note 8 to the Company’s financial statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for such year. The amounts reported represents grants of options pursuant to our 2020 Equity Incentive Plan as described further in the table of outstanding equity awards below. |
Grants of Plan-Based Awards for Fiscal 2024
| (2) Shares subject to the option vest in 48 equal monthly installments beginning on February 18, 2024. |
Grants of Plan-Based Awards for Fiscal 2024
| (3) The restricted stock units vest on June 30, 2025. |
Grants of Plan-Based Awards for Fiscal 2024
| (4) Represents a prior option grant that was cancelled and subsequently exchanged for a new option grant pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 16, 2024, as amended. |
Grants of Plan-Based Awards for Fiscal 2024
| (5) One-third of the shares subject to the option vest on August 13, 2025 and 1/36th vest monthly thereafter. |
Grants of Plan-Based Awards for Fiscal 2024
| (6) One-fourth of the shares subject to the option vest on August 13, 2025 and 1/48th vest monthly thereafter. |
Outstanding Equity Awards at Fiscal 2024 Year-End
Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal 2024 Year-End
| | | Option Awards | | | | | | Stock Awards | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | David H. Mack, Ph.D. | 05/12/2015(3) | 17,709 | — | — | 0.53 | 5/12/2025 | — | — | — | — | | David H. Mack, Ph.D. | 11/16/2016(3) | 220,643 | — | — | 1.37 | 11/16/2026 | — | — | — | — | | David H. Mack, Ph.D. | 05/16/2017(3) | 460,769 | — | — | 2.95 | 5/16/2027 | — | — | — | — | | David H. Mack, Ph.D. | 03/10/2020(3) | 219,748 | — | — | 3.90 | 03/10/2030 | — | — | — | — | | David H. Mack, Ph.D. | 01/18/2024(4) | 119,146 | 400,769 | — | 1.80 | 01/18/2034 | — | — | — | — | | David H. Mack, Ph.D. | 01/18/2024(5) | — | — | — | — | — | 163,890 | 295,002 | — | — | | David H. Mack, Ph.D. | 08/13/2024(6) | — | 384,184 | — | 1.48 | 08/13/2034 | — | — | — | — | | David H. Mack, Ph.D. | 08/13/2024(7) | — | 330,000 | — | 1.48 | 08/13/2034 | — | — | — | — | | Michael Carulli | 06/02/2020(3) | 24,632 | — | — | 4.22 | 06/02/2030 | — | — | — | — | | Michael Carulli | 01/18/2024(4) | 46,894 | 157,736 | — | 1.80 | 01/18/2034 | — | — | — | — | | Michael Carulli | 01/18/2024(5) | — | — | — | — | — | 82,220 | 147,996 | — | — | | Michael Carulli | 08/13/2024(8) | — | 40,805 | — | 1.48 | 08/13/2034 | — | — | — | — | | Michael Carulli | 08/13/2024(9) | — | 75,000 | — | 1.48 | 08/13/2034 | — | — | — | — | | Deepika Jalota, Pharm.D. | 08/21/2019(3) | 87,320 | — | — | 3.53 | 08/21/2029 | — | — | — | — | | Deepika Jalota, Pharm.D. | 03/10/2020(3) | 17,093 | — | — | 3.90 | 03/10/2030 | — | — | — | — | | Deepika Jalota, Pharm.D. | 01/18/2024(4) | 51,583 | 173,512 | — | 1.80 | 01/18/2034 | — | — | — | — | | Deepika Jalota, Pharm.D. | 01/18/2024(5) | — | — | — | — | — | 95,555 | 171,999 | — | — | | Deepika Jalota, Pharm.D. | 08/13/2024(10) | — | 90,774 | — | 1.48 | 08/13/2034 | — | — | — | — | | Deepika Jalota, Pharm.D. | 08/13/2024(11) | — | 125,000 | — | 1.48 | 08/13/2034 | — | — | — | — |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (1) Outstanding options to purchase shares of our common stock granted prior to September 21, 2020 were granted pursuant to our 2013 Plan (as defined below), and outstanding options to purchase shares of our common stock granted on or after September 21, 2020, were granted pursuant to our 2020 Plan (as defined below). |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (2) This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (3) The options are fully vested. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (4) The options vest as to 1/48th of the shares of common stock underlying it in equal monthly installments beginning on February 18, 2024 and monthly thereafter, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (5) The restricted stock units vest on June 30, 2025. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (6) Pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 16, 2024, as amended (the “Tender Offer”), on August 13, 2024, the company cancelled two outstanding option grants then held by Dr. Mack: (i) an option for 134,584 shares of common stock, initially granted to Dr. Mack on May 12, 2021; and (ii) an option for 249,600 shares of common stock, initially granted to Dr. Mack on February 10, 2022 ((i) and (ii), together, the “Mack Cancelled Grants”). Pursuant to the Tender Offer, in exchange for the Mack Cancelled Grants, the company granted two new option grants to Dr. Mack on August 13, 2024: (i) an option for 134,584 shares of common stock; and (ii) an option for 249,600 shares of common stock ((i) and (ii), together, the “Mack New Grants”). The Mack New Grants vests as to 1/3rd of the shares of our common stock underlying it on August 13, 2025, and 1/36th vest each month thereafter, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (7) Pursuant to the Tender Offer, on August 13, 2024, the company cancelled one outstanding option grant then held by Dr. Mack: an option for 330,000 shares of common stock, initially granted to Dr. Mack on May 12, 2023. Pursuant to the Tender Offer, in exchange for such cancelled option grant, the company granted one new option grant to Dr. Mack on August 13, 2024: an option for 330,000 shares of common stock. Such new option grant vests as to 1/4th of the shares of our common stock underlying it on August 13, 2025, and 1/48th vest each month thereafter, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (8) Pursuant to the Tender Offer, on August 13, 2024, the company cancelled two outstanding option grants then held by Mr. Carulli: (i) an option for 13,605 shares of common stock, initially granted to Mr. Carulli on May 12, 2021; and (ii) an option for 27,200 shares of common stock, initially granted to Mr. Carulli on February 10, 2022 ((i) and (ii), together, the “Carulli Cancelled Grants”). Pursuant to the Tender Offer, in exchange for the Carulli Cancelled Grants, the company granted two new option grants to Mr. Carulli on August 13, 2024: (i) an option for 13,605 shares of common stock; and (ii) an option for 27,200 shares of common stock ((i) and (ii), together, the “Carulli New Grants”). The Carulli New Grants vests as to 1/3rd of the shares of our common stock underlying it on August 13, 2025, and 1/36th vest each month thereafter, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (9) Pursuant to the Tender Offer, on August 13, 2024, the company cancelled one outstanding option grant then held by Mr. Carulli: an option for 75,000 shares of common stock, initially granted to Mr. Carulli on May 12, 2023. Pursuant to the Tender Offer, in exchange for such cancelled option grant, the company granted one new option grant to Mr. Carulli on August 13, 2024: an option for 75,000 shares of common stock. Such new option grant vests as to 1/4th of the shares of our common stock underlying it on August 13, 2025, and 1/48th vest each month thereafter, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (10) Pursuant to the Tender Offer, on August 13, 2024, the company cancelled two outstanding option grants then held by Dr. Jalota: (i) an option for 22,674 shares of common stock, initially granted to Dr. Jalota on May 12, 2021; and (ii) an option for 68,100 shares of common stock, initially granted to Dr. Jalota on February 10, 2022 ((i) and (ii), together, the “Jalota Cancelled Grants”). Pursuant to the Tender Offer, in exchange for the Jalota Cancelled Grants, the company granted two new option grants to Dr. Jalota on August 13, 2024: (i) an option for 22,674 shares of common stock; and (ii) an option for 68,100 shares of common stock ((i) and (ii), together, the “Jalota New Grants”). The Jalota New Grants vests as to 1/3rd of the shares of our common stock underlying it on August 13, 2025, and 1/36th vest each month thereafter, subject to the named executive officer’s continued service through each vesting date. |
Outstanding Equity Awards at Fiscal 2024 Year-End
| (11) Pursuant to the Tender Offer, on August 13, 2024, the company cancelled one outstanding option grant then held by Dr. Jalota: an option for 125,000 shares of common stock, initially granted to Dr. Jalota on May 12, 2023. Pursuant to the Tender Offer, in exchange for such cancelled option grant, the company granted one new option grant to Dr. Jalota on August 13, 2024: an option for 125,000 shares of common stock. Such new option grant vests as to 1/4th of the shares of our common stock underlying it on August 13, 2025, and 1/48th vest each month thereafter, subject to the named executive officer’s continued service through each vesting date. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Severance Policy. Dr. Mack, Dr. Jalota, and Mr. Carulli are each participants in our Severance Policy. Under their participation agreements, if, within the period three months prior to and 12 months following a “change in control” (such period, the change in control period), we terminate the employment of the applicable named executive officer other than for “cause”, death or “disability” or the applicable named executive officer terminates his or her employment for “good reason” (as such terms are defined in the named executive officer’s change in control and severance agreement) and the named executive officer executes a separation agreement and release of claims that becomes effective and irrevocable within 60 days following the named executive officer’s termination, the named executive officer is entitled to receive (i) a lump sum severance payment, less applicable withholdings, equal to 100%, in the case of Dr. Jalota and Mr. Carulli, and 150%, in the case of Dr. Mack, of their base salary, as then in effect, (ii) a lump sum payment, less applicable withholdings, equal to 100%, in the case of Dr. Jalota and Mr. Carulli, and 150%, in the case of Dr. Mack, of their target bonus for the performance year in which such termination occurred, (iii) payment or reimbursement of premiums to maintain group health insurance continuation benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the named executive officer and his or her dependents through 12 months, in the case of Dr. Jalota and Mr. Carulli, and 18 months, in the case of Dr. Mack, following such termination, and (iv) accelerated vesting as to 100% of the employee’s outstanding unvested equity awards. In addition, under each of these agreements, if, outside of the change in control period, we terminate the employment of the applicable named executive officer other than for cause, death or disability, and the named executive officer executes a separation agreement and release of claims that becomes effective and irrevocable within 60 days following the employee’s termination, the employee is entitled to receive (i) a lump sum severance payment, less applicable withholdings, equal to 9 months, in the case of Dr. Jalota and Mr. Carulli, and 12 months, in the case of Dr. Mack, of their base salary, as then in effect, (ii) payment or reimbursement of premiums to maintain group health insurance continuation benefits pursuant to COBRA for the employee and the named executive officer’s dependents through 9 months, in the case of Dr. Jalota and Mr. Carulli, and 12 months, in the case of Dr. Mack, following such termination, and (iii) accelerated vesting of time-based equity awards granted prior to the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Exchange Act, with respect to the Company’s common stock in an amount that would have vested had the named executive officer’s employment continued through 6 months, in the case of Dr. Jalota and Mr. Carulli, and 12 months, in the case of Dr. Mack, following such termination. Under each of these agreements, in the event any payment to, or benefits received by, the applicable employee pursuant to his or her change in control and severance agreement would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the employee will receive such payment as would entitle the employee to receive the greatest after-tax benefit, even if it means that we pay him or her a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code. 2020 Equity Incentive Plan. Our 2020 Equity Incentive Plan (the “2020 Plan”) provides that in the event of a merger or change in control, as defined under our 2020 Plan, each outstanding award will be treated as the administrator determines, without a participant’s consent. The administrator is not required to treat all awards, all awards held by a participant or all awards of the same type similarly. If a successor corporation does not assume or substitute for any outstanding award, then the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse, and for awards with performance-based vesting, unless specifically provided for otherwise under the applicable award agreement or other agreement or policy applicable to the participant, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met. If an option or stock appreciation right is not assumed or substituted in the event of a change in control, the administrator will notify the participant in writing or electronically that such option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion and the option or stock appreciation right will terminate upon the expiration of such period. For awards granted to an outside director, in the event of a change in control, the outside director will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and restricted stock units will lapse and, for awards with performance-based vesting, unless specifically provided for otherwise under the applicable award agreement or other agreement or policy applicable to the participant, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met. 2013 Equity Incentive Plan. Our 2013 Equity Incentive Plan (the “2013 Plan”) provides that in the event of a merger or change in control, as defined under our 2013 Plan, each outstanding award will be treated as the administrator determines. The administrator is not required to treat all awards, all awards held by a participant or all awards of the same type similarly.
Potential Payments upon Termination or Change in Control
In the event that (i) a participant is terminated for reasons other than cause, death or disability (as such terms are defined in our 2013 Plan), or terminates employment following a resignation for good reason (as such term is defined in our 2013 Plan), or terminates employment due to not being offered employment reasonably commensurate with their position prior to the merger or change in control with any successor entity, in each case in connection with the merger or change in control (which may include, without limitation, termination within thirty (30) days prior to the effective date of a change in control), or (ii) the successor entity assumes or substitutes the awards of a participant, and within twelve (12) months after the merger or change in control such participant is terminated by the successor entity for reasons other than cause, death or disability, or such participant resigns for good reason, then, in each case, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an option or stock appreciation right fully vests upon the termination of a participant in connection with a merger or change in control pursuant to the immediately preceding sentence, the administrator will notify such participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined by the administrator in its sole discretion (of at least three (3) days), and the option or stock appreciation right will terminate upon the expiration of such period.
Pay Versus Performance
Pay Versus Performance The following table sets forth compensation information for our chief executive officer, referred to below as our PEO, and our other named executive officers, or NEOs, for purposes of comparing their compensation to the value of our shareholders’ investments and our net income (loss), calculated in accordance with SEC regulations, for fiscal years 2024, 2023, and 2022:
Pay Versus Performance
| Year | Summary Compensation Table (“SCT”) Total for PEO(1)(2) | Compensation Actually Paid (“CAP”) to PEO(1)(3) | Average SCT Total for Non-PEO Named Executive Officers (“NEOs”)(2)(4) | Average CAP to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return (“TSR”) | Net Loss (in thousands) | | 2024 | $4,760,281 | $2,166,091 | $1,654,265 | $1,011,546 | $6.54 | $(58,709) | | 2023 | $2,209,795 | $513,651 | $1,178,729 | $399,137 | $13.42 | $(68,960) | | 2022 | $3,576,440 | $(519,251) | $2,129,278 | $(599,868) | $37.66 | $(73,317) |
Pay Versus Performance
| (1) For each year shown, the PEO was David H. Mack, Ph.D., our President and Chief Executive Officer. Please see the section titled “Executive Compensation—Summary Compensation Table” for additional information. |
Pay Versus Performance
| (2) Amounts in this column represent the “Total” column set forth in the SCT. Please see the footnotes to the SCT for further detail regarding the amounts in these columns. |
Pay Versus Performance
| (3) The dollar amounts reported in these columns represent the amounts of “compensation actually paid.” The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the amounts in the following reconciliation tables from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP). |
Pay Versus Performance
| (4) Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives by fiscal year: |
Pay Versus Performance
2024: Deepika Jalota, Pharm.D. and Michael Carulli 2023: Winston Kung and Deepika Jalota, Pharm.D. 2022: Leila Alland, M.D. and Winston Kung
Pay Versus Performance
| PEO SCT Total to CAP Reconciliation | 2024 | 2023 | 2022 | | SCT Total Compensation | $4,760,281 | $2,209,795 | $3,576,440 | | SCT Option and Stock Awards(1) | (3,817,215) | (1,328,712) | (2,814,415) | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | 757,593 | 520,378 | 881,664 | | Change in Fair Value of Existing Unvested Equity Awards(2) | 308,858 | (714,199) | (1,907,525) | | Change in Fair Value of Vested Equity Awards | (5,425) | (330,487) | (658,894) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | 161,999 | 156,876 | 403,479 | | Compensation Actually Paid to PEO | $2,166,091 | $513,651 | $(519,251) |
Pay Versus Performance
| (1) Represents the grant fair value of the equity awards to our PEO, as reported in the SCT. |
Pay Versus Performance
| (2) In August 2024, in connection with the Company offering of a one-time voluntary stock option exchange to its employees, stock options held by our CEO and Non-CEO NEOs were exchanged for new stock options with an exercise price equal to $1.48 per share and a new vesting schedule (“Option Exchange”), with all other terms remaining the same. As there had been no exercises of any of the previous stock options as of the date of the Option Exchange, both vested and unvested options were exchanged 1-for-1 for the new unvested stock options which had a vesting commencement date in September 2024. For purposes of calculating compensation actually paid, shown in the table above, the incremental change in fair value recognized related to the Option Exchange is reflected in this row. |
Pay Versus Performance
| NEOs SCT Total to CAP Reconciliation | 2024 | 2023 | 2022 | | SCT Total Compensation | $1,654,265 | $1,178,729 | $2,129,278 | | SCT Option Awards(1) | (1,068,682) | (553,630) | (1,177,183) | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | 345,034 | 153,264 | 595,843 | | Change in Fair Value of Existing Unvested Equity Awards(2) | 41,003 | (294,421) | (1,621,768) | | Change in Fair Value of Vested Equity Awards | (27,022) | (150,170) | (694,801) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | 66,948 | 65,365 | 168,763 | | Compensation Actually Paid to NEOs | $1,011,546 | $399,137 | $(599,868) |
Pay Versus Performance
| (1) Represents the grant fair value of the equity awards to our NEOs, as reported in the SCT. |
Pay Versus Performance
| (2) In August 2024, in connection with the Company offering of a one-time voluntary stock option exchange to its employees, stock options held by our CEO and Non-CEO NEOs were exchanged for new stock options with an exercise price equal to $1.48 per share and a new vesting schedule (“Option Exchange”), with all other terms remaining the same. The incremental change in fair value related to the Option Exchange is reflected within this row. |
Pay Versus Performance
The following graphs illustrate the relationship during 2022-2024 of the CAP for our PEO and the average CAP for our other NEOs as calculated pursuant to SEC rules to (i) our total shareholder return (“TSR”) and (ii) our net income (loss) (each as set forth in the table above). Note that we do not utilize TSR or net income (loss) in our executive compensation program; however, we do utilize several other performance measures to align executive compensation with the Company’s performance. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of PMV Pharmaceuticals under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.
Indemnification of Directors and Officers
Indemnification of Directors and Officers Our amended and restated certificate of incorporation and amended and restated bylaws provide that we indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. Delaware law prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:
Indemnification of Directors and Officers
| • | any breach of the director’s duty of loyalty to us or to our stockholders; |
Indemnification of Directors and Officers
| • | acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
Indemnification of Directors and Officers
| • | unlawful payment of dividends or unlawful stock repurchases or redemptions; and |
Indemnification of Directors and Officers
| • | any transaction from which the director derived an improper personal benefit. |
Indemnification of Directors and Officers
If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we are empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify. In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered into an indemnification agreement with each member of our board of directors and each of our officers. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
ELECTION OF CLASS II DIRECTORS
ELECTION OF CLASS II DIRECTORS