DEF 14A of Agios Pharmaceuticals, Inc.
Filed Apr 26, 2024 · FY20230001193125-24-117951
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors The four nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Proposal 1 is not considered a discretionary matter. Therefore, if your shares are held by your brokerage firm in “street name” and you do not timely provide voting instructions with respect to your shares, your brokerage firm cannot vote your shares on Proposal 1. Broker non-votes will not be counted as votes FOR or WITHHELD from any nominee. As a result, such broker non-votes will have no effect on the voting on Proposal 1. You may:
Proposal 1 — Election of Directors
| • | vote FOR all nominees; |
Proposal 1 — Election of Directors
| • | vote FOR a particular nominee or nominees and WITHHOLD your vote from the other nominees; or |
Proposal 1 — Election of Directors
| • | WITHHOLD your vote from all nominees. |
Proposal 1 — Election of Directors
Votes that are withheld will not be included in the vote tally for the election of directors and will have no effect on the voting on Proposal 1.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors is divided into three classes, with one class of our directors standing for election each year. Directors in each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office for a three-year term and until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our directors may fill existing vacancies on the board of directors. The term of office of our Class II directors, Kaye Foster, Maykin Ho, Ph.D., Jeffrey Capello and Catherine Owen will expire at the Annual Meeting. The nominees for Class II directors for election at the Annual Meeting are Ms. Foster, Dr. Ho, Mr. Capello and Ms. Owen. If any of Ms. Foster, Dr. Ho, Mr. Capello or Ms. Owen is elected at the Annual Meeting, such individual will be elected to serve for a three-year term that will expire at our 2027 annual meeting of stockholders and until such individual’s successor is elected and qualified. Mr. Capello and Ms. Owen were elected to our board of directors effective in June 2023 by our board of directors, upon the recommendation of the nominating and corporate governance committee, and they are standing for election by our stockholders for the first time at this Annual Meeting. If no contrary indication is made, proxies in the accompanying form will be voted for Ms. Foster, Dr. Ho, Mr. Capello and Ms. Owen or, in the event that any of Ms. Foster, Dr. Ho, Mr. Capello and Ms. Owen is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.
Information Regarding Directors
Information Regarding Directors The following paragraphs provide information as of the date of this Proxy Statement about each director and nominee for director, as furnished to us by the directors and nominees for director. The information presented includes information each such individual has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each such individual’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that each of our directors and director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors. Finally, we value their significant experience on other public company boards of directors and board committees. Information about the number of shares of common stock beneficially owned by each of our directors and nominees for director appears above under the heading “Security Ownership of Certain Beneficial Owners and Management.” There are no family relationships between or among any of our executive officers, directors or nominees for director.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Term Expiring at the 2027 Annual Meeting of Stockholders, if elected at the Annual Meeting (Class II)
Kaye Foster has served as a member of our board of directors since December 2014. Ms. Foster has more than 28 years of experience in human resources in the pharmaceutical industry and has been a Senior Advisor at the Boston Consulting Group since 2014 and in January 2022 joined ARCH Venture Partners as a venture partner. Previously, she was Senior Vice President, Global Human Resources at Onyx Pharmaceuticals, Inc., an Amgen, Inc., or Amgen, subsidiary and a biopharmaceutical company, or Onyx, from 2010 to 2014. At Onyx, which was acquired by Amgen in 2013, she led all aspects of human resources for U.S. and global operations. Prior to joining Onyx, Ms. Foster was Global Vice President of Human Resources and an Executive Committee member at Johnson and Johnson Corporation, a publicly traded healthcare company, from 2003 to 2010. Before Johnson and Johnson, Ms. Foster held several senior human resources executive positions with Pfizer Inc., a publicly traded pharmaceuticals company, supporting its pharmaceuticals businesses in Japan, Asia, Africa, Middle East and Latin America and, notably, led the integration of both the Warner-Lambert and Pharmacia mergers for these regions. Prior to that, she gained 10 years of operational experience within The Yellow Pages. She currently serves on the board of directors and compensation committee of Prime Medicine, Inc., or Prime, a publicly traded biotechnology company, on the board of directors and compensation and community equity committee of National Resilience Inc., a technology-focused biomanufacturing company, on the board of directors and compensation and facilities committees of Stanford Health Care, a hospital and healthcare system, on the board and human resources committee of Spelman College and chairs the Board of Trustees of the Glide Foundation. Ms. Foster formerly served on the board of directors and compensation committee of Grail, Inc., or Grail, a private biotechnology company, prior to its acquisition by Illumina, Inc., or Illumina. She earned her undergraduate degree at Baruch College of the City University of New York and received her M.B.A. from Columbia University, Graduate School of Business. We believe Ms. Foster’s qualifications to serve on our board of directors include her extensive experience as an executive in the pharmaceuticals industry, including her experience in people management, compensation planning and driving and maintaining corporate culture. Maykin Ho, Ph.D. has served as a member of our board of directors since June 2015. Dr. Ho has more than 30 years of experience in the healthcare and finance industries. She has been a venture partner at Qiming Venture Partners, a venture capital firm in China and Hong Kong, since July 2015. From July 1992 to February 2015, she held various positions at Goldman Sachs, a global investment bank, including: from 2010 to 2015, she served as advisory director of global healthcare investment banking; from 2002 to 2010, she served as partner and co-head of healthcare investment research; and from 1992 to 2010 she served as senior biotechnology research analyst. Prior to Goldman Sachs, Dr. Ho held various managerial positions in licensing, strategic planning, marketing and research at DuPont-Merck Pharmaceuticals, a global pharmaceutical company, and DuPont de Nemours & Company. She is a member of the board of directors and audit committee of Fibrogen, Inc., a publicly traded biotechnology company; a member of the board of directors and audit committee of Parexel International, a privately-held, global pharmaceutical services company; a member of the board of directors, audit committee and science and technology committee of BioMarin Pharmaceutical Inc., a publicly traded biopharmaceutical company; and a member of the board of directors, audit committee and nominating and governance committee of Neumora Therapeutics, Inc., a public biotechnology company. Dr. Ho previously served on the board of directors, audit committee and chaired the nominating and corporate governance committee of Grail, prior to its acquisition by Illumina in 2021. Dr. Ho also serves on the board of directors, audit committee and investment committee of two non-profit research institutes: the Aaron Diamond AIDS Research Center and the Institute for Protein Innovation. In addition, she is a member of the Biotech Advisory Panel of The Stock Exchange of Hong Kong. Previously, Dr. Ho served on the board of directors and audit committee of Parexel International when it was a publicly traded company, and on the investment committee of the Society of Neuroscience. She was a postdoctoral fellow at the pathology department of Harvard Medical School and a graduate of the Advanced Management Program at The Fuqua School of Business, Duke University. Dr. Ho received a Ph.D. in microbiology and immunology and a B.S. from the State University of New York, Downstate Medical Center. We believe Dr. Ho is qualified to serve on our board of directors due to her extensive experience in healthcare investment research and banking. Jeffrey Capello has served on our board of directors since June 2023. Mr. Capello has served as the managing partner of Monomoy Advisors, a financial advisory firm, since April 2021. Mr. Capello served as the Executive Vice President and Chief Financial Officer of Biogen Inc, a biopharmaceutical company, from December 2017 to August 2020. Prior to joining Biogen, Mr. Capello served as the Chief Financial Officer of Beacon Health Options, Inc., a behavioral health company, with responsibility for finance, human resources, information technology, real estate and procurement from October 2016 until November 2017. From July 2015 until September 2016, Mr. Capello was the founder and Chief Executive Officer of Monomoy Advisors. From July 2014 until June 2015 Mr. Capello served as the Executive Vice President and Chief Financial Officer of Ortho-Clinical Diagnostics, an in-vitro diagnostics company that was acquired by the Carlyle Group from Johnson & Johnson, with responsibility for global finance and business development. From March 2010 to December 2013 Mr. Capello served as Chief Financial Officer and Executive Vice President of Boston Scientific Corporation, a medical device company. Mr. Capello joined Boston Scientific in June 2008 and served as Senior Vice President and Chief Accounting Officer until March 2010. From 2006 to 2008 he was the Senior Vice President and Chief Financial Officer with responsibilities for global finance and business development at PerkinElmer, Inc., a life sciences tool company. Previously, he served as PerkinElmer’s Vice President of Finance, Corporate Controller, Treasurer and Chief Accounting Officer from 2001 to 2006. Prior to his tenure at PerkinElmer, Mr. Capello was a Partner at PricewaterhouseCoopers LLP, both in the United States and in the Netherlands. Mr. Capello serves on the board of directors of Neogen Corporation, a publicly traded company that develops solutions for food and animal safety, and previously served on the boards of directors and chaired the audit committees of public biotechnology companies Sirtis Pharmaceuticals, Inc., OvaScience, Inc. and Flex Pharma, Inc. Mr. Capello holds a M.B.A. from Harvard Business School and a B.S. in Business Administration from the University of Vermont. We believe that Mr. Capello is qualified to serve on our board of directors due to his over 30 years of industry experience, including extensive experience as a senior finance executive.
Members of the Board of Directors Continuing in Office
Members of the Board of Directors Continuing in Office
Annual Meeting of Stockholders (Class III)
Jacqualyn A. Fouse, Ph.D. served as our chief executive officer from February 2019 to August 2022, and has served as a member of our board of directors since December 2017. Dr. Fouse has served as the chair of our board of directors since August 2022. Dr. Fouse served as executive chair of Dermavant Sciences, Inc., a biopharmaceutical company, from July 2017 until September 2018. From September 2010 until June 2017, Dr. Fouse served in various capacities at Celgene Corporation, a biopharmaceutical company, or Celgene, serving as strategic advisor to the management executive committee from April 2017 to June 2017, president and chief operating officer from March 2016 to March 2017, president, hematology and oncology from August 2014 to February 2016, executive vice president and chief financial officer from February 2012 to July 2014, and senior vice president and chief financial officer from September 2010 to February 2012. Prior to joining Celgene, Dr. Fouse served as chief financial officer of Bunge Limited, or Bunge, a global agribusiness and food company, from 2007 to 2010. Prior to joining Bunge, Dr. Fouse served as senior vice president, chief financial officer and corporate strategy at Alcon Laboratories, Inc., or Alcon, a global medical company, from 2006 to 2007, and as its senior vice president and chief financial officer from 2002 to 2006. Prior to her time with Alcon she held a variety of senior leadership roles with international companies. Dr. Fouse is also a director and member of the audit and finance committee and nominating and corporate governance committee of Incyte Corporation, and was a director of Perrigo Company, a publicly traded pharmaceutical manufacturer, Celgene and Dick’s Sporting Goods, Inc., a publicly traded sporting goods retailer. Dr. Fouse also serves on the board of directors, and as Treasurer, of the non-profit organization Friends of Herring River and on the Northeast Chapter board of the non-profit organization the Society for Ecological Restoration. Dr. Fouse earned a B.A. and an M.A. in Economics and a Ph.D. in Finance from the University of Texas at Arlington. She also earned a Masters in Environmental Management from the Yale University School of Forestry and Environmental Studies. We believe Dr. Fouse is qualified to serve as a member of our board of directors due to her extensive experience in the biotechnology sector and her international and senior leadership experience. David Scadden, M.D. has served as a member of our board of directors since May 2017. Dr. Scadden is a hematologist/oncologist and physician-scientist. He is the Gerald and Darlene Jordan Professor of Medicine at Harvard University, a position he has held since 2006. Since 1995, Dr. Scadden has practiced at the Massachusetts General Hospital, where he founded and directs the Center for Regenerative Medicine and directed the Hematologic Malignancies Center of the MGH Cancer Center for 10 years. Dr. Scadden co-founded and co-directs the Harvard Stem Cell Institute and is Chairman emeritus and Professor of the Harvard University Department of Stem Cell and Regenerative Biology. He is a member of the National Academy of Medicine, the American Academy of Arts and Sciences, is an affiliate member of the Broad Institute of Harvard and MIT and is a former member of the Board of External Experts for the National Heart, Lung and Blood Institute, the Board of Scientific Counselors for the National Cancer Institute, Board of Directors of the International Society for Stem Cell Research and the Executive Committee of the American Society of Hematology. Dr. Scadden is on the board of directors and organization, leadership and compensation and science and technology committees of Editas Medicine, Inc., a publicly traded biotechnology company, and on the boards of directors of the private biotechnology companies Lightning Biotherapeutics and Sonata Therapeutics. Dr. Scadden is also a scientific founder of Fate Therapeutics, Inc., a publicly traded biotechnology company, and was a scientific founder and member of the board of directors and scientific advisory board of Magenta Therapeutics, a publicly traded biotechnology company now merged with Dianthus Therapeutics, Inc. Dr. Scadden was also formerly on the boards of directors of the private biotechnology companies LifeVault Bio and Clear Creek Bio, Inc. He is the recipient of numerous honors including the E. Donnall Thomas and the Dameshek awards from the American Society of Hematology and awards from the Doris Duke Charitable Trust, the Ellison Medical Foundation, the Burroughs Welcome Fund, and the Leukemia and Lymphoma Society. Dr. Scadden holds degrees from Bucknell University, Case Western Reserve University and honorary degrees from Harvard University, Bucknell University and Lund University in Sweden. We believe Dr. Scadden is qualified to serve on our board of directors due to his scientific expertise in the field of hematology. David P. Schenkein, M.D. has served as a member of our board of directors since August 2009, as our executive chairman from February 2019 to February 2020, and as the chair of our board of directors from February 2020 to August 2022. Dr. Schenkein also served as our president and chief executive officer from August 2009 until February 2019. Dr. Schenkein has been a hematologist and medical oncologist for more than 30 years. He currently serves as a general partner of GV (Google Ventures), the venture capital arm of Alphabet Inc. (formerly Google), and is an adjunct attending physician in hematology at Tufts Medical Center. Prior to joining Agios, from 2006 to 2009, Dr. Schenkein was the senior vice president, clinical hematology/oncology at Genentech Inc. (now a member of the Roche Group, a global healthcare company), or Genentech, where he was responsible for numerous successful oncology drug approvals and leading the medical and scientific strategies for its bio-oncology portfolio. While at Genentech, he served as an adjunct clinical professor of medical oncology at Stanford University School of Medicine. Prior to joining Genentech, he served as the senior vice president of clinical research at Millennium, overseeing the clinical development and worldwide approval of VELCADE®, a first-in-class cancer therapy now approved to treat multiple myeloma and non-Hodgkins lymphoma. Dr. Schenkein currently serves on the board of directors of Leyden Labs, Inc., Aera Therapeutics, Inc., or Aera, and Treeline Biosciences, all private biotechnology companies, and on the board of directors, nominating and corporate governance committee and science and technology committee of Denali Therapeutics Inc., a publicly traded biotechnology company, on the board of directors, compensation committee and nominating and corporate governance committee of Prime, and on the board of directors and technology committee of Regeneron Pharmaceuticals, Inc., a publicly traded biotechnology company. Dr. Schenkein was formerly on the board of directors of Foundation Medicine, Inc., a publicly traded biotechnology company and on the board of directors, compensation committee and nominating and corporate governance committee of bluebird bio, or bluebird, a publicly traded biotechnology company. Dr. Schenkein holds a B.A. in chemistry from Wesleyan University and an M.D. from the State University of New York Upstate Medical School. We believe that Dr. Schenkein’s detailed knowledge of our company and of hematology and his extensive background in the biotechnology industry, including his roles at Genentech and Millennium, provide a critical contribution to our board of directors.
Annual Meeting of Stockholders (Class I)
Rahul Ballal, Ph.D. has served as a member of our board of directors since August 2022. Dr. Ballal has served as chief executive officer of Mediar Therapeutics Inc., or Mediar, a private biotechnology company, since March 2023. Prior to that, he served as President and Chief Executive Officer of Imara, Inc. or Imara, a publicly traded biotechnology company, from June 2018 until its merger with Enliven Therapeutics, Inc., or Enliven, a public biotechnology company in February 2023. Prior to joining Imara, Dr. Ballal served as Chief Business Officer of Northern Biologics Inc., a biotechnology company, from May 2016 to June 2018, and as an Entrepreneur-in-Residence at Versant Ventures Management LLC, a life sciences venture capital firm. Previously, Dr. Ballal was Vice President, Business Development at Flexion Therapeutics, Inc., or Flexion, a publicly traded biopharmaceutical company, from March 2011 to May 2016. Prior to Flexion, he held a venture fellowship position at Novartis Venture Funds, a venture capital fund, as part of the Kauffman Fellowship, from June 2010 to June 2012, and overlapped in business development at the Broad Institute of Massachusetts Institute of Technology, a biomedical and genomic research center. Dr. Ballal was also the founder and CEO of Redmind LLC, a venture backed data analytics startup that was sold to Ikimbo Inc. in June 2002. Dr. Ballal serves on the board of directors of Mediar, on the board of directors of Enliven, and on the board of directors of Vaderis Therapeutics AG, a private biotechnology company. Dr. Ballal also serves on the board of directors and audit and risk committee of The Park School, a non-profit organization. Dr. Ballal received his Ph.D. in biochemistry and molecular biology from Georgetown University, his M.S. in biotechnology from Johns Hopkins University and his B.A. in biology from Brown University. We believe Dr. Ballal is qualified to serve on our board of directors based on his broad experience in the life sciences industry, including in various investment, operating and leadership roles. Brian Goff has served as our chief executive officer and a member of our board of directors since August 2022. Prior to joining Agios, Mr. Goff served as Executive Vice President, Chief Commercial and Global Operations Officer of Alexion Pharmaceuticals, Inc. or Alexion, from June 2017 to July 2021. Mr. Goff led the global commercial and operations teams at Alexion, which included responsibility for country operations in each of Alexion’s affiliates in North America, EMEA, Japan, Asia Pacific, and Latin America. Prior to joining Alexion in June 2017, Mr. Goff was Chief Operating Officer and a member of the board of directors of Neurovance, Inc., a biopharmaceutical company, from December 2016 until its acquisition by Otsuka Pharmaceuticals Co., Ltd. in March 2017. Prior to joining Neurovance, Mr. Goff served as the Executive Vice President & President — Hematology Division of Baxalta Incorporated, a biopharmaceutical company, from January 2015 to July 2016 until its acquisition by Shire plc. He previously served with Baxter Healthcare Corporation as Global Hemophilia Franchise Head from June 2012 to December 2014. Earlier in his career, Mr. Goff held positions of increasing responsibility in sales and marketing roles with Novartis Pharmaceuticals, and the pharmaceutical division of Johnson & Johnson. Mr. Goff has an M.B.A. from the Wharton School at the University of Pennsylvania and a B.A. from Skidmore College. We believe Mr. Goff is qualified to serve as a member of our board of directors due to his more than 30 years of industry experience, including executive commercial leadership experience in rare diseases and international operations. Cynthia Smith has served as a member of our board of directors since August 2022. Since January 2017, Ms. Smith has consulted as a strategic advisor for biotechnology companies. Previously, she served as Chief Commercial Officer and a member of the Executive Committee of ZS Pharma, Inc., or ZS Pharma, a specialty pharmaceutical company developing therapies for treatment of hyperkalemia and liver diseases, from 2013 to 2016, where she led efforts to transition the company from a development stage company to a commercial enterprise. ZS Pharma was acquired by AstraZeneca in 2015. Prior to ZS Pharma, Ms. Smith served as Vice President, Market Access and Commercial Development at Affymax, Inc., a biopharmaceutical company, from 2008 to 2013. From 2000 to 2008, she held various senior leadership positions in market access, corporate strategy, government relations and external affairs at Merck & Co. Before beginning her career in the biopharmaceutical industry, Ms. Smith served as a healthcare policy analyst in the Office of Management and Budget at the White House from 1995 to 2000. Ms. Smith currently serves on the boards of directors of publicly traded biotechnology companies Akebia Therapeutics, Inc. Protara Therapeutics, Inc., and Spero Therapeutics, Inc., and on the board of directors of the French-American Foundation. Ms. Smith previously served on the board of directors of Nivalis Therapeutics, Inc. from November 2016 to July 2017 and on the board of directors of Dicerna Pharmaceuticals, Inc. from August 2018 until its acquisition by Novo Nordisk A/S in 2021. Ms. Smith earned a B.A. from the University of North Carolina at Chapel Hill, an M.B.A. from the Wharton School and an M.S. in public policy from the Eagleton Institute of Politics at Rutgers University. We believe that Ms. Smith is qualified to serve on our board of directors due to her more than two decades of broad leadership experience within the biopharmaceutical industry. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF MS. FOSTER, DR. HO, MR. CAPELLO AND MS. OWEN.
Board Committees
| • | reviewing and making recommendations to our board of directors with respect to director compensation; |
Director Compensation
Director Compensation Our board of directors has adopted a non-employee director compensation policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. The cash and equity compensation for non-employee directors under the policy, effective January 1, 2023, is set forth in the table below.
Director Compensation
| | Annual Cash Compensation | Number of Options/RSUs Granted | | Board of Directors: | | | | Board Member | $50,000 | $630,000 in equity awards upon initial election (split approximately 75% in stock options and 25% in RSUs, based on value); $360,000 in equity awards immediately following each annual meeting thereafter (split approximately 75% in stock options and 25% in RSUs, based on value)* | | Chair | Additional $30,000 | — | | Lead Independent Director | Additional $25,000 | — | | Audit Committee: | | | | Chair | $20,000 | — | | Member (other than Chair) | $10,000 | — | | Compensation & People Committee: | | | | Chair | $15,000 | — | | Member (other than Chair) | $7,500 | — | | Nominating and Corporate Governance Committee: | | | | Chair | $10,000 | — | | Member (other than Chair) | $5,000 | — | | Science and Technology Committee: | | | | Chair | $15,000 | — | | Member (other than Chair) | $7,500 | — |
Director Compensation
* number of shares for stock option and RSU awards to be determined on the date of grant based on grant date fair value. Under the policy, non-employee members of our board of directors also are reimbursed for travel, lodging and other reasonable expenses incurred in attending board of directors or committee meetings. The stock options granted to our non-employee directors have an exercise price equal to the fair market value of our common stock on the date of grant and expire ten years after the date of grant. The stock options and RSUs granted to our non-employee directors are subject to vesting based upon a director’s continued service on our board of directors. The initial stock options granted to our newly elected non-employee directors vest with respect to 25% of the shares on the first anniversary of the grant date and monthly thereafter until the fourth anniversary of the date of grant. The initial RSUs granted to our newly elected non-employee directors vest as to one-third of the underlying shares each year following the grant date. The annual stock options and RSUs granted to our non-employee directors vest with respect to 100% of the shares on the first anniversary of the grant date. To the extent that a non-employee director has other responsibilities, such director may receive additional compensation to the extent deemed appropriate by our board of directors. Directors who also are employees do not receive cash or equity compensation for service on the board of directors in addition to compensation payable for their service as employees. The following table sets forth information concerning the compensation for our non-employee directors during the fiscal year ended December 31, 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Stock Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | | Rahul Ballal, Ph.D. | 67,500 | 269,767 | 89,985 | — | 427,252 | | Jeffrey Capello | 20,962 | 485,247 | 157,474 | — | 663,683 | | Paul J. Clancy(5) | 54,293 | — | — | — | 54,293 | | Kaye Foster | 81,202 | 269,767 | 89,985 | — | 440,954 | | Jacqualyn Fouse, Ph.D. | 87,500 | 269,767 | 89,985 | — | 447,252 | | Maykin Ho, Ph.D. | 65,000 | 269,767 | 89,985 | — | 424,752 | | John M. Maraganore, Ph.D.(6) | 59,718 | — | — | — | 59,718 | | Catherine Owen | 17,218 | 485,247 | 157,474 | — | 659,940 | | David Scadden, M.D. | 70,000 | 269,767 | 89,985 | — | 429,752 | | David P. Schenkein, M.D. | 57,500 | 269,767 | 89,985 | — | 417,252 | | Cynthia Smith | 60,158 | 269,767 | 89,985 | — | 419,910 |
Director Compensation
| (1) Represents, with respect to Mr. Capello and Ms. Owen, stock options to purchase 33,177 shares of common stock granted upon their appointment to our board of directors, and, with respect to our other non-employee directors, stock options to purchase 18,958 shares of common stock granted during 2023 for service on our board of directors. The shares subject to the stock options granted to Mr. Capello and Ms. Owen vest as to 25% of the underlying shares on June 13, 2024, with the remaining 75% vesting in 36 equal monthly installments thereafter. The stock options granted to our other non-employee directors vest in full on June 13, 2024. Amounts listed represent the aggregate fair value amount computed as of the grant date of the stock option awards granted during 2023 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 15, 2024. |
Director Compensation
| (2) The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 were: Dr. Ballal: 56,905, Mr. Capello: 33,177, Ms. Foster: 91,767, Dr. Fouse: 861,004, Dr. Ho: 117,118, Ms. Owen: 33,177, Dr. Scadden: 103,868, Dr. Schenkein: 726,839 and Ms. Smith: 56,905. |
Director Compensation
| (3) Represents, with respect to Mr. Capello and Ms. Owen, RSUs representing the contingent right to receive 5,929 shares of common stock granted upon their appointment to our board of directors, and, with respect to our other non-employee directors, RSUs representing the contingent right to receive 3,388 shares of common stock granted during 2023 for service on our board of directors. The shares subject to the RSUs granted to Mr. Capello and Ms. Owen vest in three equal annual installments beginning on June 13, 2024. |
Director Compensation
| The shares subject to the RSUs granted to our other non-employee directors vest in full on June 13, 2024. Amounts listed represent the aggregate fair value amount computed as of the grant date of the RSUs granted during 2023 in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 15, 2024. |
Director Compensation
| (4) The aggregate number of shares of common stock underlying RSUs outstanding as of December 31, 2023 were: Dr. Ballal: 7,992, Mr. Capello: 5,929, Ms. Foster: 3,388, Dr. Fouse: 76,655, Dr. Ho: 3,388, Ms. Owen: 5,929, Dr. Scadden: 3,388, Dr. Schenkein: 3,388 and Ms. Smith: 7,922. |
Director Compensation
| (5) Mr. Clancy did not stand for re-election at our 2023 annual meeting of stockholders. |
Director Compensation
| (6) Dr. Maraganore resigned from our board of directors effective May 24, 2023. |
Director Compensation
Mr. Goff, who serves as our chief executive officer and a member of our board of directors, did not receive any additional compensation for his service as a director during 2023. The compensation that we paid to Mr. Goff in his role as our chief executive officer is disclosed under “Executive Compensation–Summary Compensation Table.”
Executive and Director Compensation Processes
Executive and Director Compensation Processes The compensation & people committee generally meets at least four times annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the chair of the compensation & people committee, in consultation with the chief executive officer or the chief people officer. The compensation & people committee meets regularly in executive session. From time to time, various members of management and other employees as well as outside advisors or consultants are invited by the compensation & people committee to make presentations, provide financial or other background information or advice or otherwise participate in compensation & people committee meetings. The chief executive officer may not participate in, or be present during, any deliberations or determinations of the compensation & people committee regarding his or her compensation. The charter of the compensation & people committee grants the compensation & people committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the compensation & people committee considers necessary or appropriate in the performance of its duties. In particular, the compensation & people committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. During the fiscal year ended December 31, 2023, the compensation & people committee directly engaged Radford, a compensation consultant which is part of the Rewards Solutions practice at Aon plc, to advise the compensation & people committee on our compensation program for executive officers, which includes base salaries, annual performance-based cash incentives and equity incentive awards, and on our non-employee director compensation policy. Radford did not determine or make recommendations to the compensation & people committee regarding the specific amount or form of compensation of our executive officers or directors for fiscal year ended December 31, 2023, other than recommendations with respect to our 2023 Stock Incentive Plan. Historically, the compensation & people committee has made (or has recommended that the independent members of the board of directors make) most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the last quarter of the year and the first quarter of the following year. However, the compensation & people committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. The compensation & people committee is responsible for making determinations regarding compensation of our executive officers other than our chief executive officer, making changes to pre-approved salary ranges, salary increases, equity awards, incentive payments and pre-approved equity ranges for new hires and high performers, the initiation of offerings under our 2013 employee stock purchase plan and making material changes to benefits offered to our employees. In addition, the compensation & people committee makes recommendations to our board of directors regarding the compensation of directors and the chief executive officer, and, prior to fiscal year 2024, the determination of the size of annual “evergreen” increases to the number of shares reserved under our 2013 employee stock purchase plan. Under its charter, the compensation & people committee may form, and delegate authority to, subcommittees, consisting of independent directors, as it deems appropriate. During fiscal year 2023, the compensation & people committee did not form or delegate authority to such subcommittees. During fiscal year 2023, the compensation & people committee delegated to the chief executive officer, or if the chief executive officer was unavailable, the chief financial officer, decision-making authority related to initial salary levels and salary adjustments, incentive payments and option and RSU grants for all non-executive officers, and non-material changes to employee benefits. Such delegated decision-making is governed by guidelines established by the compensation & people committee.
Compensation Discussion and Analysis
Compensation Discussion and Analysis Our compensation & people committee is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, or NEOs, including salary, cash and equity incentive compensation levels, severance arrangements, change in control benefits and other forms of executive compensation. This committee is also responsible for evaluating our company’s performance against its goals and making related recommendations to our board of directors, assessing the performance of our NEOs, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. This section discusses the principles underlying our compensation & people committee’s policies and decisions with respect to the compensation of our NEOs. Our NEOs for 2023 were as follows:
Compensation Discussion and Analysis
Say-on-Pay Vote Support and Stockholder Engagement At our 2023 annual meeting of stockholders, we conducted a non-binding advisory vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Over 90% of the votes cast by stockholders on this proposal, excluding broker non-votes, were cast in support of the compensation paid to our named executive officers in 2022. While this vote is a non-binding advisory vote, our compensation & people committee and board of directors take the voting results into account in determining the compensation of our NEOs. In light of the strong level of support evidenced by last year’s say-on-pay vote, among other factors, our compensation & people committee decided to maintain our general approach to executive compensation and made no significant changes to our executive compensation program in 2023. Our compensation & people committee and board of directors will continue to consider stockholder input and monitor our executive compensation program to ensure it aligns the interests of our executive officers with the interests of our stockholders and adequately addresses input from our stockholders. Executive Summary Agios made significant progress on a number of fronts in 2023, reporting positive data across our pipeline of PK activators and continuing the commercialization of PYRUKYND® (mitapivat) in PK deficiency in the United States. In December 2023, we achieved database lock for ENERGIZE, our phase 3 pivotal trial of PYRUKYND® (mitapivat) in adults with non-transfusion-dependent alpha-or beta-thalassemia, and we announced topline data for the study in January 2024 which demonstrated that the study met its primary endpoint of hemoglobin response. In the ENERGIZE trial, treatment with PYRUKYND® also demonstrated statistically significant improvements compared to placebo for both key secondary endpoints: change in baseline in FACIT-Fatigue score and hemoglobin concentration. We also reported results from the phase 2 portion of RISE UP, a phase 2/3 study evaluating the efficacy and safety of PYRUKYND® in sickle cell disease, or SCD, patients 16 years of age or older. The phase 2 portion of the study achieved its primary endpoint of hemoglobin response in patients in both the 50 mg and 100 mg twice daily mitapivat arms. We also observed improvements in annualized rates of sickle cell pain crises in both doses in the phase 2 portion of RISE UP. With respect to AG-946, our novel PK activator, we announced data from our phase 2a study in adults with lower-risk myelodysplastic syndrome, or LR MDS, which demonstrated clinical proof of concept for AG-946 in LR MDS. Under the direction of Tsveta Milanova, who was appointed our chief commercial officer, effective January 3, 2023, we also continued to make progress commercializing PYRUKYND® for the treatment of hemolytic anemia in adults with PK deficiency, earning $26.8 million in net U.S. product revenue for the year ended December 31, 2023, compared to $11.7 million for the year ended December 31, 2022. In addition to these positive readouts, we continued to advance our pipeline across our portfolio. Within three months of reporting results of the phase 2 portion of the RISE UP study, we dosed the first patient in the phase 3 portion of the RISE UP study. We also completed enrollment of ACTIVATE-kidsT and met our enrollment target for ACTIVATE-kids, which are double-blind phase 3 studies evaluating the efficacy and safety of PYRUKYND® as a potential treatment for PK deficiency in regularly transfused and not regularly transfused patients between one and 18 years old, respectively, and we completed enrollment in ENERGIZE-T, our phase 3 pivotal trial of PYRUKYND® in adults with transfusion-dependent alpha- or beta-thalassemia. In addition to these clinical milestones, we submitted an investigational new drug application, or IND, for AG-181, our phenylalanine hydroxylase, or PAH, stabilizer, for the treatment of phenylketonuria. Finally, we expanded our pipeline through an exclusive worldwide license agreement with Alnylam Pharmaceuticals, Inc. for the development of a novel siRNA for the potential treatment of polycythemia vera. During 2023 we further refreshed our board of directors, adding two new non-employee directors, Jeffrey Capello and Catherine Owen, as longer-tenured directors Paul Clancy and John Maraganore departed the board. Kaye Foster also assumed the role of lead independent director. In addition to the above achievements, we attracted, retained and fostered the development of our human capital and strengthened our company culture of inclusion while addressing opportunities to increase the diversity of our team. We exercised financial discipline by managing our cash spending in line with our board-approved budget, thereby maintaining our balance sheet strength to continue to maintain the financial positioning of the company in challenging macroeconomic conditions. Based upon an evaluation of our performance against each of our goals for 2023 and the weighting assigned to each, the board determined, upon recommendation from the compensation & people committee, that, with respect to our annual performance-based cash incentive program, we achieved an overall result of 116% for the year. For more information with respect to our PSU program, including performance share unit, or PSU, milestones that were deemed to be achieved during 2023, see “Executive Compensation Elements –Performance Share Units (PSUs)” below. Executive Compensation Overview To foster the future success of the company, we reward our executives in a manner that reinforces our pay-for-performance philosophy and culture. Our compensation & people committee is committed to ensuring that a substantial portion of executive compensation is “at-risk” and variable. As such, 80% of Mr. Goff’s total direct compensation for 2023 and, on average, 73% of total direct compensation for 2023 for our other NEOs (excluding Ms. Milanova, who joined the company during 2023 and whose new hire equity grants in 2023 were not representative of our annual compensation philosophy for executive officers) is variable and directly affected by both the company’s and each NEO’s performance. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, we generally strive to provide our NEOs with a balance of short-term and long-term incentives and a mix of cash and non-cash compensation to encourage consistently strong performance. In February 2023, the compensation & people committee approved 2023 base salaries, 2022 performance-based cash incentive awards and annual stock option, restricted stock unit, or RSU, and PSU awards for our NEOs, other than Mr. Goff and Ms. Milanova (who began employment in 2023 and was only entitled to receive an annual PSU award). Upon the recommendation of our compensation & people committee, in February 2023, our board of directors approved the 2023 base salary, 2022 performance-based cash incentive award and annual stock option, RSU and PSU awards for Mr. Goff. In November 2022, our compensation & people committee approved the 2023 base salary, target 2023 performance-based cash incentive award, new hire equity awards (consisting of options, RSUs and PSUs) and sign-on bonus for Ms. Milanova, who was appointed our chief commercial officer effective January 3, 2023.
Compensation Discussion and Analysis
In February 2024, the compensation & people committee approved 2024 base salaries, 2023 performance-based cash incentive awards and annual stock option, RSU and PSU awards for our NEOs, other than for Mr. Goff. Upon the recommendation of our compensation & people committee, in February 2024, our board of directors approved the 2024 base salary, 2023 performance-based cash incentive award and annual stock option, RSU and PSU awards for Mr. Goff. See the section entitled “—2024 Executive Compensation Decisions” for more information regarding the 2024 compensation of our NEOs. We have developed and periodically reassess our executive compensation program to align with current governance and best practices while ensuring our ability to achieve our stated objectives and philosophy and support our ambitious business goals:
Compensation Discussion and Analysis
| What We Do | What We Don’t Do | | ✓ Maintain an industry-specific peer group for benchmarking pay ✓ Target pay based on market norms ✓ Deliver executive compensation primarily through performance-based pay ✓ Set challenging short- and long-term incentive award goals | × Allow hedging or pledging of equity × Re-price stock options × Offer perquisites or personal benefits beyond limited perquisites for new hires × Provide supplemental executive retirement plans × Provide tax gross ups | | ✓ Cap annual performance-based cash incentive program payouts at 150% of the target payout level ✓ Maintain a clawback policy for equity and incentive compensation ✓ Require minimum levels of stock ownership by executives ✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees ✓ Consult with an independent advisor on compensation levels and practices ✓ Annually assess risk of compensation policies, practices and programs | |
Compensation Discussion and Analysis
| • | attract and retain superior executive officers and other employees with outstanding skills and values who contribute to our long-term success; |
Compensation Discussion and Analysis
| • | provide incentives that motivate and reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and |
Compensation Discussion and Analysis
| • | align executives’ interests with those of stockholders by rewarding the achievement of short- and long-term strategic and financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders. |
Compensation Discussion and Analysis
| • | peer group selection for executive and board of directors’ compensation benchmarking; |
Compensation Discussion and Analysis
| • | compensation practices of our peer group, including executive severance arrangements; |
Compensation Discussion and Analysis
In addition, we subscribe to Aon’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. Aon advised the compensation & people committee on all of the principal aspects of executive compensation for 2023. Aon consultants attend meetings of the compensation & people committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. Aon reports to the compensation & people committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. The compensation & people committee annually evaluates its engagement of compensation consultants, and selected Aon to advise with respect to compensation matters based on Aon’s industry experience and reputation, which our compensation & people committee concluded gave Aon useful context and knowledge to advise it. The compensation & people committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Aon from independently advising the compensation & people committee. Annual base salaries for the current year, and annual performance-based cash incentives and equity incentive awards for the prior year are generally determined in the first quarter of the year based on company and individual performance of the prior year, as well as other factors, including compensation trends in the biopharmaceutical industry and among our benchmark peers. Our compensation & people committee may also review or determine the compensation of our executive officers throughout the course of the year, including in connection with new hires, promotions or other special circumstances as our compensation & people committee determines appropriate. Use of Comparator Peer Group The compensation & people committee benchmarks our executive compensation against a peer group of companies to determine competitiveness and market trends. The compensation & people committee reviews the companies in our peer group annually, reviews Aon’s recommendations regarding which companies should be included in the peer group and makes adjustments as necessary to ensure the peer group continues to properly reflect comparable companies based on industry, market capitalization and headcount, as well as companies with which we compete for talented executives. The compensation & people committee also annually reviews the executive pay practices of other similarly situated companies as reported by Aon through industry surveys and proxy analyses specific to the biopharmaceutical and biotechnology sectors. The compensation & people committee considers this information when making determinations for each element of compensation. In developing the peer group of companies to inform 2023 compensation decisions, our compensation & people committee, with the assistance of Aon, established a peer group of 14 publicly traded, national and regional companies in the biopharmaceutical industry based on a balance of the following criteria:
Compensation Discussion and Analysis
The compensation & people committee believes the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our NEOs. Notwithstanding the similarities of the peer group to our company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive’s performance against established corporate goals and individual objectives, may require that our compensation & people committee vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances. For the purposes of informing 2024 compensation decisions, the compensation & people committee, with the advice of Aon, examined the peer group list and, with reference to market capitalization, therapeutic area, stage of development, number of employees and other key business metrics, approved the following 2024 peer group:
Compensation Discussion and Analysis
Our compensation & people committee made adjustments to our 2024 peer group to ensure it represented a group of biopharmaceutical companies that aligns to us in key measures based on our disease area focus, the current state of our commercialization efforts, and our development pipeline, focusing on companies with approximately 125 to 1,200 employees, a market capitalization between $500 million and $4.5 billion, a late-stage clinical or early commercial-stage portfolio with a focus on rare diseases, and annual revenue of less than $500 million. Specifically, FibroGen, Inc. and Nektar Therapeutics were each removed from the 2024 peer group because each company’s market capitalization moved outside of our targeted range, and Albireo Pharma, Inc. and Global Blood Therapeutics, Inc. were each removed from the 2024 peer group due to each company having been acquired. Crinetics Pharmaceuticals, Inc., Mirati Therapeutics, Inc., Rhythm Pharmaceuticals, Inc., and SpringWorks Therapeutics, Inc. were added to the 2024 peer group.
Executive Compensation Elements
| • | annual performance-based cash incentives; |
Executive Compensation Elements
| • | equity incentive awards; |
Executive Compensation Elements
| • | severance and change in control benefits; |
Executive Compensation Elements
Our compensation & people committee uses its judgment to allocate long-term and short-term compensation for our NEOs, in alignment with our pay-for-performance philosophy and the long-term interests of stockholders. After reviewing information provided by our compensation consultant and other relevant data, our compensation & people committee exercises its judgment to determine what it believes to be the appropriate level and mix of the various compensation components. The compensation & people committee generally strives to provide our NEOs with a balance of short-term and long-term incentives to encourage consistently strong performance. Ultimately, the objective in allocating between long-term and short-term compensation is to ensure adequate base compensation to attract and retain talent, while providing incentives to maximize long-term value for our company and our stockholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward performance on an annual basis. We also provide cash compensation in the form of performance-based cash incentive compensation designed to incentivize and reward performance based on specific annual company goals. To further focus our NEOs on longer-term performance, we rely upon equity-based incentive awards that vest over a meaningful period of time or upon the achievement of meaningful corporate milestones, thereby reinforcing stockholder value creation. In addition, we provide our executives with benefits that are available to all employees, including medical, vision and dental insurance; life and disability insurance; medical and dependent care flexible spending accounts; a 401(k) plan; and an opportunity to invest in our company pursuant to our employee stock purchase plan. Finally, we offer our NEOs severance benefits to align with market practice and to incentivize them to continue to strive to achieve stockholder value in connection with change in control situations. Base Salaries Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of our NEOs. Base salaries for our NEOs typically are established through arm’s length negotiation at the time the NEO is hired or promoted, taking into account the position for which the NEO is being considered and the NEO’s qualifications, prior experience and salary expectations. None of our NEOs is currently party to an employment agreement that provides for automatic or scheduled increases in base salary and we do not provide formulaic base salary increases to our NEOs. However, on an annual basis, our compensation & people committee reviews and evaluates, with input from our chief executive officer (other than with respect to himself), the need for adjustment of the base salaries of our NEOs based on changes and expected changes in the scope of a NEO’s responsibilities, including promotions, the individual contributions made by and performance of the NEO during the prior year, the NEO’s performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the NEO’s salary falls in the salary range presented by that data. In making decisions regarding salary increases, the compensation & people committee may also draw upon the experience of members of our board of directors with other companies. In February 2023, based on a review of market data provided by Aon, the current compensation levels of our NEOs and company performance and individual contributions, our compensation & people committee or board of directors, as applicable, approved 2023 salary increases for Mr. Goff, Ms. Jones, Mr. Burns, and Dr. Gheuens. Ms. Milanova was appointed our chief commercial officer effective January 3, 2023, and her 2023 base salary was approved by the compensation & people committee in November 2022. The 2022 and 2023 annual base salaries of each of our NEOs were:
Executive Compensation Elements
Annual Performance-based Cash Incentives We have designed our annual performance-based cash incentive program, which is guided by specified annual corporate and individual goals and contributions, to emphasize pay-for-performance and to reward our NEOs for our performance during the preceding year. The target pay opportunity of the annual cash incentive for the chief executive officer is determined by our board of directors, based upon the recommendation of our compensation & people committee, and the amount of the target pay opportunity of the annual cash incentive for all other NEOs is determined by our compensation & people committee with input from our chief executive officer. In making such determinations and recommendations, the compensation & people committee examined the totality of anticipated and unanticipated achievements by us and each NEO in the preceding year, including our performance against specific research, clinical, operational and financial company goals. In recent years, these annual company goals have primarily focused on the advancement of our lead programs. Our compensation & people committee determined to formally cap annual performance-based cash incentive program funding in any given year at 150% of the target payout level. Under our annual performance-based cash incentive program, individual cash incentive awards are determined by first establishing a cash incentive pool, which is adjusted based upon recommendations by our compensation & people committee and upon approval by our board of directors based on the company’s performance as measured against the company’s predetermined annual goals and then allocated among all eligible program participants. Below is the list of the company’s 2023 goals and relative weighting assigned to each goal, as considered by our compensation & people committee and board of directors in their respective assessment of company performance in 2023.
Executive Compensation Elements
| 4) | Maintain financial strength and develop our strategy, organization and culture to ensure execution of company’s long-term vision: relative weighting 20% |
Executive Compensation Elements
| | Target Award as % of Base Salary | Target Cash Incentive Payment ($) | 2023 Actual Cash Incentive Payment ($) | 2023 Actual Cash Incentive Payment (% of Target Award) | | Brian Goff | 70% | 558,775 | 648,179 | 116% | | Cecilia Jones | 45% | 218,025 | 252,910 | 116% | | James Burns | 45% | 223,653 | 259,438 | 116% | | Sarah Gheuens, M.D., Ph.D. | 45% | 254,925 | 295,714 | 116% | | Tsveta Milanova | 45% | 229,500 | 266,220 | 116% |
Executive Compensation Elements
The 2023 cash incentive payments for all employees, including the NEOs, were earned in 2023 and paid in 2024. As discussed below under “—2024 Executive Compensation Decisions”, the annual cash incentive target award percentages for 2024 performance for our NEOs remain unchanged from 2023. Performance-Based Cash Bonus Plan On December 12, 2022, our compensation & people committee adopted a performance-based cash bonus plan, pursuant to which Mr. Burns, Dr. Gheuens and other members of senior management were eligible to receive a performance-based cash bonus if we achieved database lock for our ENERGIZE clinical trial by the end of April 2024. Specifically, upon achievement of this performance condition, Mr. Burns and Dr. Gheuens were entitled to receive an amount equal to 1 times (in the case of Mr. Burns) and 1.25 times (in the case of Dr. Gheuens) their target 2022 annual cash incentive payment (the “baseline bonus amount”), equal to $207,000 and $309,375, respectively. If the performance condition was achieved prior to April 2024, Mr. Burns and Dr. Gheuens were entitled to receive a payment in the amount of 1.2 times the baseline bonus amount, equal to $248,400 and $371,250, respectively. In December of 2023, our chief executive officer, pursuant to authority delegated to him by our compensation & people committee, determined that database lock for the ENERGIZE clinical trial was achieved, resulting in Mr. Burns and Dr. Gheuens earning a payment in the amount of 1.2 times the baseline bonus amount, equal to a total of $248,400 and $371,250, respectively. The payments under the performance-based cash bonus plan were made to Mr. Burns and Dr. Gheuens in January 2024. Our other NEOs were not entitled to any payments under the performance-based cash bonus plan. Equity Incentive Awards Our equity award program is the primary long-term incentive compensation vehicle for our executives. We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Our executives benefit from stock options and RSUs as our stock price increases through the creation of stockholder value; similarly, the PSU awards granted to our executives vest only after the achievement of specified company performance milestones. Accordingly, we believe stock option, RSU and PSU awards provide meaningful incentives to our executives to increase the value of our stock over time. In addition, the vesting features of our equity grants contributes to executive retention by providing an incentive to our executives to remain employed with us during the vesting period. Equity compensation represents the largest at-risk component of our NEOs’ compensation arrangements. We believe that it is appropriate to align the interests of our NEOs with those of our stockholders to achieve and sustain long-term stock price appreciation. We typically use stock option, RSU and PSU awards to compensate our NEOs in the form of initial grants in connection with the commencement of employment. We have historically granted stock options, RSUs and, beginning in 2022, PSUs on an annual basis thereafter. In addition, from time to time we have granted certain employees, including our NEOs, supplemental RSU and/or PSU awards in order to further promote retention and to motivate and emphasize individual employees’ impact on our organizational success. We grant equity awards to our NEOs with both time-based and performance-based vesting. The stock options that we grant to our NEOs with time-based vesting typically become exercisable as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to the remaining shares in equal monthly increments over the 36 months thereafter. The RSUs we grant to our NEOs typically vest in equal annual installments on each anniversary of the date of grant, until the third anniversary of such date. The PSUs that we grant to our NEOs generally vest in connection with the achievement of specified company performance milestones. The exercise price of all stock options equals the fair market value of shares of our common stock on the date of grant. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. Vesting for stock options ceases on termination of service and exercise rights for stock options cease shortly after termination of service except in the case of death or disability. Vesting of both RSU and PSU awards ceases upon termination of service. In specified termination and change in control circumstances, equity awards held by our NEOs are subject to accelerated vesting. See “—Severance and Change in Control Benefits” below for further information. Annual Equity Grants Our compensation & people committee and board of directors, as applicable, determined that the mix for the 2023 annual equity grants to our NEOs be split approximately as follows: 50% in stock options, 25% in RSUs and 25% in PSUs, based on grant date value, for Mr. Goff, Ms. Jones, Mr. Burns and Dr. Gheuens. This equity mix excludes a retention grant made to Dr. Gheuens’ in June 2023 (which is described below under “Supplemental Equity Grants”). In accordance with Ms. Jones’ employment agreement, the amounts of her annual stock option and RSU grants were pro-rated to equal 50% of the annual equity grants she would have received had she been employed with us for all of 2022. In addition, the compensation & people committee determined to grant her PSUs at 100% in order to further align her performance-based compensation with that of our other executive officers. Ms. Milanova commenced employment with the company in 2023, and as a result did not receive annual stock option or RSU grants in 2023, but did receive an annual PSU award in 2023 in accordance with the terms of her employment agreement. For information regarding the equity grants received by Ms. Milanova upon her commencement of employment, see “New Hire Equity Grants” below. The compensation & people committee and board of directors determined that the equity mixes for annual grants and new hire awards were appropriate to ensure that compensation remains tied to stock performance and achievement of meaningful corporate milestones (through stock options and PSUs) and promotes retention (via RSUs that vest over time to deliver equivalent value to stock options while using fewer authorized shares). As noted below under “2024 Executive Compensation Decisions”, our compensation & people committee determined that annual equity awards for our NEOs continue to be split approximately 50% in stock options, 25% in RSUs and 25% in PSUs, based on grant date value, for 2024, in order to closely align executive compensation with the achievement of meaningful corporate milestones. None of our NEOs are currently party to an employment agreement that provides for an automatic award of equity grants, other than initial equity awards made in connection with the start of employment.
Executive Compensation Elements
| | 2023 Annual Stock Option Awards (1) | 2023 Annual RSU Awards (2) | 2023 Annual PSU Awards (3) | | Brian Goff | 94,500 | 25,500 | 25,500 | | Cecilia Jones(4) | 22,000 | 6,000 | 12,000 | | James Burns | 44,000 | 12,000 | 12,000 | | Sarah Gheuens, M.D., Ph.D. | 44,000 | 12,000 | 12,000 | | Tsveta Milanova(5) | — | — | 12,000 |
Executive Compensation Elements
| (1) The options have an exercise price of $25.01 per share, the closing price on the date of grant. The options are subject to time-based vesting, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service. |
Executive Compensation Elements
| (2) The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |
Executive Compensation Elements
| (3) The PSUs vest as to one-half of the underlying shares of common stock upon the achievement of each of two specified regulatory milestones, subject to continued service. |
Executive Compensation Elements
| (4) Ms. Jones’ stock option and RSU grants were pro-rated to equal 50% of the annual equity grants she would have received had she been employed with us for all of 2022, in accordance with her employment agreement. The compensation & people committee also determined to grant her PSUs at 100% in order to further align her performance-based compensation with that of our other executive officers. |
Executive Compensation Elements
| (5) Ms. Milanova did not receive annual stock option or RSU awards in 2023, but did receive an annual PSU award in accordance with her employment agreement. |
Executive Compensation Elements
New Hire Equity Grants In connection with the start of Ms. Milanova’s employment on January 3, 2023, the compensation & people committee granted her equity awards in the form of stock options, RSUs and PSUs, as reflected in the table below. These awards were granted outside our 2013 Stock Incentive Plan, as inducements material to Ms. Milanova’s entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4), and were designed to be competitive with market practice.
Executive Compensation Elements
| | New Hire Stock Option Awards (1) | New Hire RSU Awards (2) | New Hire PSU Awards (3) | | Tsveta Milanova | 135,682 | 25,426 | 10,897 |
Executive Compensation Elements
| (1) The options granted to Ms. Milanova have an exercise price of $27.53 per share, the closing price on the date of grant. The options are subject to time-based vesting, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service. |
Executive Compensation Elements
| (2) The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |
Executive Compensation Elements
| (3) The PSUs vest as to the underlying shares of common stock upon the achievement of specified research, clinical and regulatory milestones, subject to continued service. |
Executive Compensation Elements
| | RSU Awards (1) | | Sarah Gheuens, M.D., Ph.D. | 25,124 |
Executive Compensation Elements
| (1) The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |
Executive Compensation Elements
Performance Share Units (PSUs) In addition to annual stock option and RSU grants, we grant PSUs to our executives, including our NEOs, in order to further align executive incentives with critical value drivers for the business. We have multiple PSU programs for our executives under which PSUs will vest only after the achievement of specified performance milestones, as described below. Beginning in 2022, our compensation & people committee formally introduced PSUs as part of the annual equity grants to our executives, including our NEOs. The PSUs that we granted to our then-current NEOs in February 2021 and in connection with the appointment of Dr. Gheuens to chief medical officer, vest as to one-half of the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones, the performance period for which expires on December 31, 2024:
Executive Compensation Elements
2022 PSU Program The PSUs that we granted to our then-current NEOs in 2022 (including to Ms. Jones upon commencement of her employment in 2022 and Ms. Milanova upon commencement of her employment in January 2023, and other than Mr. Goff), vest as to one-half of the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones, the performance period for which expires as set forth below:
Executive Compensation Elements
2023 PSU Program The PSUs that we granted to our NEOs in March 2023 vest as to one-half of the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones (which are also included in the milestones for Mr. Goff’s 2022 PSU awards, described above), with the performance period as set forth below:
Executive Compensation Elements
2024 PSU Program The PSUs that we granted to our NEOs in March 2024 vest as to the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones, the performance period and relative weight for each milestone as set forth below:
Executive Compensation Elements
We believe that PSUs further increase the performance orientation of our executive compensation program thereby leading to the compensation & people committee’s decision to formally include PSUs as part of the annual equity award mix for our executives. The PSU milestones are intended to ensure a diverse representation of objectives targeted at critical value creating objectives for the company. 2024 Executive Compensation Decisions In February 2024, our compensation & people committee (or our board of directors, upon recommendation of the compensation & people committee, for our chief executive officer) approved 2024 base salaries, target annual performance-based cash incentive percentages and annual stock option, RSU and PSU awards for our NEOs. The table below sets forth the 2024 compensation levels for our NEOs.
Executive Compensation Elements
| | 2024 Target Bonus Award (%) | Change in Target Bonus Award from 2023 | 2024 Base Salary ($) | % Base Salary Increase over 2023 | | 2024 Equity Incentive Awards (Options)(1) | 2024 Equity Incentive Awards (RSUs)(2) | 2024 Equity Incentive Awards (PSUs)(3) | | Brian Goff | 70% | — | $822,198 | 3.0 | %(4) | 195,500 | 54,000 | 54,000 | | Cecilia Jones | 45% | — | $503,880 | 4.0 | %(5) | 60,000 | 17,000 | 17,000 | | James Burns | 45% | — | $511,917 | 3.0 | %(4) | 60,000 | 17,000 | 17,000 | | Sarah Gheuens, M.D., Ph.D. | 45% | — | $583,495 | 3.0 | %(4) | 60,000 | 17,000 | 17,000 | | Tsveta Milanova | 45% | — | $525,300 | 3.0 | %(4) | 60,000 | 17,000 | 17,000 |
Executive Compensation Elements
| (1) Effective March 1, 2024, our compensation & people committee, or board of directors, as applicable, approved the grant of these stock option awards for our NEOs, at an exercise price of $32.27 per share, the closing price on the date of grant. The options are subject to time-based vesting, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service. |
Executive Compensation Elements
| (2) Effective March 1, 2024, our compensation & people committee, or board of directors, as applicable, approved the grant of these RSUs to our NEOs. The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service. |
Executive Compensation Elements
| (3) Effective March 1, 2024, our compensation & people committee, or board of directors, as applicable, approved the grant of these PSUs to our NEOs. The PSUs vest as to (i) with respect to Mr. Goff, one-fourth of the underlying shares of common stock upon the achievement of a specified regulatory milestone and three-fourths of the underlying shares of common stock upon the achievement of a specified commercial milestone; and (ii) with respect to our other NEOs, one-half of the underlying shares of common stock upon the achievement of each of one specified regulatory and one specified commercial milestone, in each case subject to continued service. |
Executive Compensation Elements
Salary increases for 2024 became effective as of January 1, 2024. The annual cash incentive target award percentage for our NEOs remained unchanged from 2023. Annual performance-based cash incentive program payouts for 2024 annual cash incentives will be based on our performance against specific research, clinical, operational and financial company goals and, as stated above, will be capped at 150% of the target payout level. In February 2024, our compensation & people committee determined that annual equity awards for our NEOs be split approximately 50% in stock options, 25% in RSUs and 25% in PSUs, based on grant date value, for 2024, in order to closely align executive compensation with the achievement of meaningful corporate milestones. Severance and Change in Control Benefits In 2016, our compensation & people committee adopted the Severance Benefits Plan, or the Severance Plan, which applies to our NEOs and certain other employees, and which became effective as of April 22, 2016 and was subsequently amended on October 6, 2022. The Severance Plan provides for severance benefits in the event of a termination of such NEO’s employment by us without cause or by such employee for good reason either (i) before or more than 18 months after a change in control (“Non-Change of Control Termination”), or (ii) within 18 months following a change in control (“Change of Control Termination”). The Severance Plan was amended by our board of directors on October 6, 2022, in order to further clarify certain provisions and align the Severance Plan with certain elements of the employment agreements of Mr. Goff and Ms. Jones. The revisions to the Severance Plan, among other things: expand the definition of C-Level Employee (as defined in the Severance Plan) to include any employee with a job title above senior vice president; provided that any equity award to be granted after October 6, 2022 in connection with a Covered Employee’s (as defined in the amended Severance Plan) commencement of employment that vests solely based on the continued performance of services (“New-Hire Equity Awards”) held by Covered Employees will, (A) in the event of (i) a Non-Change of Control Termination or (ii) a termination on account of death or disability prior to a Change of Control (as defined in the Severance Plan), become vested with respect to the portion of the New-Hire Equity Award that would have vested during the one-year period following such termination of service, and (B) in the case of New-Hire Equity Awards that are stock options, be exercisable for a period of 12 months following the termination of service; clarify that, in the event of a Change of Control Termination, (i) any equity award that vests solely based on the continued performance of services will vest upon such termination and (ii) any equity awards that vests based on the achievement of performance metric(s) shall be treated in accordance with the terms of the equity award agreement or the plan under which the award was granted; and increase the length of the period in which any amendment or termination of the Severance Plan made after a Change of Control shall not become effective to a period of 18 months following the Change of Control. Please refer to “—Employment, Severance and Change in Control Arrangements” below for a more detailed discussion of severance and change in control benefits for our NEOs. We also have provided estimates of the value of the severance payments made and other benefits provided to our NEOs under specified termination circumstances under the caption “—Potential Payments Upon Termination or Change in Control” below. We believe that providing these benefits helps us compete for executive talent. These benefits are designed to promote stability and continuity of our senior management and are intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual, threatened, or rumored change in control of the company. Health and Welfare Benefits Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans, in each case on the same basis as other employees. We believe that these health and welfare benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. 401(k) Retirement Plan We maintain a 401(k)-retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code, as amended, or the Code. In general, all of our employees are eligible to participate, beginning on the first day of the month following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $22,500 in 2023, and have the amount of the reduction contributed to the 401(k) plan. Participants who turned age 50 in 2023 were also eligible to make “catch-up” contributions, which in 2023 may be up to an additional $7,500 above the statutory limit. In 2023, we matched 100% of employee 401(k) contributions up to the first 4% of eligible contributions. Matching contributions are 100% vested immediately.
Summary Compensation Table
Summary Compensation Table The following table shows information regarding the compensation of our NEOs during the fiscal years ended December 31, 2023, 2022 and 2021.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Brian Goff | 2023 | 798,250 | — | 637,755 | 1,319,723 | 648,179 | 12,546 | 3,416,453 | | Chief Executive Officer | 2022(4) | 308,239 | 250,000 | 1,999,985 | 8,981,089 | 195,300 | 9,834 | 11,744,447 | | | 2021 | — | — | — | — | — | — | — | | Cecilia Jones | 2023 | 484,500 | — | 150,060 | 307,242 | 252,910 | 14,072 | 1,208,784 | | Chief Financial Officer | 2022(5) | 127,746 | 175,000 | 624,986 | 1,882,584 | 96,188 | 4,422 | 2,910,926 | | | 2021 | — | — | — | — | — | — | — | | James Burns | 2023 | 497,007 | — | 300,120 | 614,478 | 507,838 | 15,097 | 1,934,540 | | Chief Legal Officer | 2022 | 460,000 | — | 370,300 | 707,400 | 186,300 | 14,025 | 1,738,025 | | | 2021 | — | — | — | — | — | — | — | | Sarah Gheuens, M.D., Ph.D. | 2023 | 566,500 | — | 1,008,114 | 614,478 | 666,964 | 14,103 | 2,870,159 | | Chief Medical Officer, Head of Research & Development | 2022 | 532,500 | — | 370,300 | 707,400 | 222,750 | 13,953 | 1,846,903 | | | 2021 | 437,583 | — | 367,626 | 103,524 | 247,501 | 13,276 | 1,169,510 | | Tsveta Milanova(6) | 2023 | 507,875 | 150,000 | 699,978 | 2,094,247 | 266,220 | 14,953 | 3,733,273 | | Chief Commercial Officer | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |
Summary Compensation Table
| (1) Amounts listed represent the aggregate fair value amount computed as of the grant date of options, RSUs and PSUs granted in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 15, 2024. In accordance with SEC rules, for PSUs, these amounts are calculated based on the probable outcome of the performance conditions on the grant date. For each PSU granted during 2023, we determined that, as of the respective dates of grant, it was not probable, as defined under applicable accounting standards that any of the performance conditions would be achieved and, as a result, we assigned a grant date fair value of $0. The value of the 2023 PSU awards for Mr. Goff, Ms. Jones, Mr. Burns, Dr. Gheuens and Ms. Milanova at the respective grant dates assuming that the highest level of performance conditions were achieved would be $637,755, $300,120, $300,120, $300,120 and $600,114, respectively. The value of the 2022 PSU awards for Mr. Goff, Ms. Jones, Mr. Burns and Dr. Gheuens at the respective grant dates assuming that the highest level of performance conditions were achieved would be $4,999,977, $299,989, $370,300 and $370,300, respectively. The value of the 2021 PSU award for Dr. Gheuens at the grant date assuming that the highest level of performance conditions were achieved would be $458,000. |
Summary Compensation Table
| (2) Amounts represent awards to each of our NEOs under our annual performance-based cash incentive program and in addition, awards for Mr. Burns and Dr. Gheuens under our performance-based cash bonus plan adopted in December 2022. See “Annual Performance-based Cash Incentives” and “Performance-Based Cash Bonus Plan” for a description of those programs. Annual cash incentive compensation earned during the year is typically paid in the following year. The performance-based cash bonus payments were earned in 2023 and paid in January 2024 in the amounts of $248,400 to Mr. Burns and $371,250 to Dr. Gheuens. |
Summary Compensation Table
| (3) For 2023, amounts include a matching contribution under the company’s 401(k) plan for Mr. Goff, Ms. Jones, Mr. Burns, Dr. Gheuens and Milanova of $10,643, $12,200, $13,200, $12,200 and $13,050, respectively. Amounts also include the dollar value of company-paid life insurance and disability insurance premiums paid during the fiscal year for the NEO. |
Summary Compensation Table
| (4) Mr. Goff’s 2022 annual base salary was $775,000; however, as Mr. Goff joined the company as chief executive officer effective August 8, 2022, his base salary reported was pro-rated in 2022. In addition, in 2022, Mr. Goff received a relocation bonus of $250,000 and received stock option, RSU and PSU awards upon hire. |
Summary Compensation Table
| (5) Ms. Jones’s 2022 annual base salary was $475,000; however, as Ms. Jones joined the company as chief financial officer effective September 26, 2022, her base salary reported was pro-rated in 2022. In addition, Ms. Jones received a sign-on bonus of $175,000 and received stock option, RSU and PSU awards upon hire. |
Summary Compensation Table
| (6) Ms. Milanova’s 2023 annual base salary was $510,000; however, as Ms. Milanova joined the company as chief commercial officer effective January 3, 2023, her base salary reported was pro-rated in 2023. In addition, Ms. Milanova received a sign-on bonus of $150,000, received stock option, RSU and PSU awards upon hire, and received an annual PSU award in March 2023. |
Grants of Plan-Based Awards for 2023
Grants of Plan-Based Awards for 2023 The following table sets forth information concerning each grant of an award made to a NEO during the fiscal year ended December 31, 2023 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received. The cash awards were made under our annual performance-based cash incentive program. The new hire equity awards granted to Ms. Milanova in January 2023 were made outside of our 2013 Stock Incentive Plan, as inducements material to her entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4). All of the other equity awards granted to our NEOs in 2023 were made under our 2013 Stock Incentive Plan or, following its adoption by our stockholders in June 2023, our 2023 Stock Incentive Plan. Each grant was authorized by our compensation & people committee, or board of directors, as applicable. For more information on equity acceleration benefits under specified circumstances, see “—Employment, Severance and Change in Control Arrangements.”
Grants of Plan-Based Awards for 2023
| | Date of Grant | Grant Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(#) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brian Goff | | Annual Incentive | — | 558,775 | 838,163 | | | | | | | | | | 3/1/2023 | PSUs | | | | — | 25,500(5) | 25,500(5) | | | | —(5) | | | 3/1/2023 | RSUs | | | | — | | | 25,500(6) | | | 637,755 | | | 3/1/2023 | Stock Options | | | | — | | | | 94,500 | 25.01 | 1,319,723 | | Cecilia Jones | | Annual Incentive | — | 218,025 | 327,038 | | | | | | | | | | 3/1/2023 | PSUs | | | | — | 12,000(5) | 12,000(5) | | | | —(5) | | | 3/1/2023 | RSUs | | | | — | | | 6,000(6) | | | 150,060 | | | 3/1/2023 | Stock Options | | | | — | | | | 22,000 | 25.01 | 307,242 | | James Burns | | Annual Incentive | — | 223,653 | 335,480 | — | | | | | | | | | 3/1/2023 | PSUs | | | | — | 12,000(5) | 12,000(5) | | | | —(5) | | | 3/1/2023 | RSUs | | | | — | | | 12,000(6) | | | 300,120 | | | 3/1/2023 | Stock Options | | | | — | | | | 44,000 | 25.01 | 614,478 | | Sarah Gheuens, M.D., Ph.D.(7) | | Annual Incentive | — | 254,925 | 382,388 | — | | | | | | | | | 3/1/2023 | PSUs | | | | — | 12,000(5) | 12,000(5) | | | | —(5) | | | 3/1/2023 | RSUs | | | | — | | | 12,000(6) | | | 300,120 | | | 3/1/2023 | Stock Options | | | | — | | | | 44,000 | 25.01 | 614,478 | | | 7/1/2023 | RSUs | | | | — | | | 25,124(6) | | | 707,994 | | Tsveta Milanova(8) | | Annual Incentive | — | 229,500 | 344,250 | — | | | | | | | | | 1/3/2023 | PSUs | | | | — | 10,897(5) | 10,897(5) | | | | —(5) | | | 1/3/2023 | RSUs | | | | — | | | 25,426(6) | | | 699,978 | | | 1/3/2023 | Stock Options | | | | — | | | | 135,682 | 27.53 | 2,094,247 | | | 3/1/2023 | PSUs | | | | — | 12,000(5) | 12,000(5) | | | | —(5) |
Grants of Plan-Based Awards for 2023
| (1) Amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts, respectively, payable under our annual incentive cash program as described above under “Annual Performance-based Cash Incentives”. Actual amounts paid for 2023 performance are presented in the “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table above. |
Grants of Plan-Based Awards for 2023
| (2) Options subject to time-based vesting criteria established by the compensation & people committee or board of directors, as applicable, and described in the footnotes to the Outstanding Equity Awards at Fiscal Year End table below. |
Grants of Plan-Based Awards for 2023
| (3) The exercise price per share of these stock options is equal to the closing price of our common stock on the grant date. |
Grants of Plan-Based Awards for 2023
| (4) Amounts listed represent the aggregate fair value amount computed as of the grant date of the awards granted in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 15, 2024. For PSUs, these amounts reflect the grant date fair value of such awards based upon the probable outcome of the performance conditions at the time of grant as determined under applicable accounting standards. |
Grants of Plan-Based Awards for 2023
| (5) PSUs vest upon the achievement of specified corporate milestones established by the compensation & people committee, or board of directors, as applicable, and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. For each PSU granted during 2023, we determined that, as of the respective dates of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0. |
Grants of Plan-Based Awards for 2023
| (6) RSUs subject to time-based vesting criteria established by the compensation & people committee or board of directors, as applicable, and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. |
Grants of Plan-Based Awards for 2023
| (7) Dr. Gheuens received a supplemental RSU award on July 1, 2023. |
Grants of Plan-Based Awards for 2023
| (8) Ms. Milanova received PSU, RSU and option awards in connection with her appointment to chief commercial officer effective January 3, 2023 and an annual PSU award in March 2023. She did not receive annual RSU or stock option awards in March 2023. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards for each of our NEOs at December 31, 2023. For more information on equity acceleration benefits under specified circumstances, see “-Employment, Severance and Change in Control Arrangements.”
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Brian Goff | | | | | | | | | | | | | 08/08/2022 | 187,026 | 374,057 | - | $29.38 | 08/08/2032 | | | | | | | 08/08/2022 | - | - | - | - | - | 45,382 | 1,010,657 | | | | | 08/08/2022 | - | - | - | - | - | - | - | (4) | (4) | | | 03/01/2023 | - | 94,500 | - | $25.01 | 03/01/2033 | | | | | | | 03/01/2023 | - | - | - | - | - | 25,500 | 567,885 | | | | | 03/01/2023 | - | - | - | - | - | - | - | (5) | (5) | | Cecilia Jones | | | | | | | | | | | | | 09/26/2022 | 36,995 | 81,395 | - | $27.88 | 09/26/2032 | | | | | | | 09/26/2022 | - | - | - | - | - | 14,945 | 332,825 | | | | | 09/26/2022 | - | - | - | - | - | - | - | (6) | (6) | | | 03/01/2023 | - | 22,000 | - | $25.01 | 03/01/2033 | | | | | | | 03/01/2023 | - | - | - | - | - | 6,000 | 133,620 | | | | | 03/01/2023 | - | - | - | - | - | - | - | (5) | (5) | | James Burns | | | | | | | | | | | | | 04/04/2016 | 5,420 | - | - | $43.77 | 04/04/2026 | | | | | | | 02/21/2017 | 5,749 | - | - | $50.40 | 02/21/2027- | | | | | | | 02/16/2018 | 8,295 | - | - | $77.70 | 02/16/2028- | | | | | | | 02/22/2019 | 8,690 | - | - | $58.86 | 02/22/2029- | | | | | | | 02/14/2020 | 2,497 | 110 | - | $51.51 | 02/14/2030- | | | | | | | 02/10/2021 | 15,576 | 6,424 | - | $56.68 | 02/10/2031 | | | | | | | 02/10/2021 | - | - | - | - | - | 1,833 | 40,821 | | | | | 02/10/2021 | - | - | - | - | - | | | (7) | (7) | | | 03/01/2022 | 17,936 | 23,064 | - | $32.20 | 03/01/2032 | | | | | | | 03/01/2022 | - | - | - | - | - | 7,667 | 170,744 | | | | | 03/01/2022 | - | - | - | - | - | | | (6) | (6) | | | 03/01/2023 | - | 44,000 | - | $25.01 | 03/01/2033 | | | | | | | 03/01/2023 | - | - | - | - | - | 12,000 | 267,240 | | | | | 03/01/2023 | - | - | - | - | - | | | (5) | (5) | | Sarah Gheuens, M.D., Ph.D. | | | | | | | | | | | | | 12/02/2019 | 6,044 | - | - | $38.72 | 12/02/2029 | | | | | | | 02/10/2021 | 2,291 | 952 | - | $56.68 | 02/10/2031 | | | | | | | 02/10/2021 | - | - | - | - | - | 2,162 | 48,148 | | | | | 09/01/2021 | - | - | - | - | - | | | (7) | (7) | | | 03/01/2022 | 17,936 | 23,064 | - | $32.20 | 03/01/2032 | | | | | | | 03/01/2022 | - | - | - | - | - | 7,667 | 170,744 | | | | | 03/01/2022 | - | - | - | - | - | | | (6) | (6) | | | 03/01/2023 | - | 44,000 | - | $25.01 | 03/01/2033 | | | | | | | 03/01/2023 | - | - | - | - | - | 12,000 | 267,240 | | | | | 03/01/2023 | - | - | - | - | - | | | (5) | (5) | | | 07/01/2023 | - | - | - | - | - | 25,124 | 559,511 | | | | Tsveta Milanova(9) | | | | | | | | | | | | | 01/03/2023 | - | 135,682 | - | $27.53 | 01/03/2033 | | | | | | | 01/03/2023 | - | - | - | - | - | 25,426 | 566,237 | | | | | 01/03/2023 | - | - | - | - | - | | | (6) | (6) | | | 03/01/2023 | - | - | - | - | - | | | (5) | (5) |
Outstanding Equity Awards at Fiscal Year-End
| (1) The options vest with 25% of the shares underlying the option vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents RSUs, each unit representing a contingent right to receive one share of common stock. One-third of the shares underlying the units vest on the first, second and third anniversaries of the grant date, subject to continued service. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Market values are based on a price of $22.27 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 29, 2023, the last trading day of the year. |
Outstanding Equity Awards at Fiscal Year-End
| (4) At December 31, 2023, Mr. Goff held PSUs for up to 144,655 shares with a market value as of December 31, 2023 calculated in accordance with footnote (3) of $3,221,467. Each unit represents a contingent right to receive one share of common stock. A specified portion of the PSUs vest upon the achievement of each of six specified research, clinical and regulatory milestones that remained outstanding at December 31, 2023, as determined by our compensation & people committee. The end dates of the performance periods for the remaining milestones range from January 31, 2024 to December 31, 2026. The performance milestones are more fully described above under “2022 PSU Program”, including the performance milestones that were achieved during 2023 and in January 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (5) At December 31, 2023, Mr. Goff held PSUs for 25,500 shares, and Ms. Jones, Mr. Burns, Dr. Gheuens and Ms. Milanova each held PSUs for 12,000 shares, each with a market value as of December 31, 2023 calculated in accordance with footnote (3) of $567,885, $267,240, $267,240, $267,240 and $267,240, respectively. Each unit represents a contingent right to receive one share of common stock. One-half of the PSUs vest upon the achievement of a specified research milestone, and the remaining half of the PSUs vest upon the achievement of a specified regulatory milestone. All of the PSUs were unearned and unvested as of December 31, 2023. The performance milestones are more fully described above under “2023 PSU Program.” |
Outstanding Equity Awards at Fiscal Year-End
| (6) At December 31, 2023, Ms. Jones held PSUs for 5,380 shares, Mr. Burns held PSUs for 5,750 shares, Dr. Gheuens held PSUs for 5,750 shares and Ms. Milanova held PSUs for 5,448 shares, with a market value as of December 31, 2023 calculated in accordance with footnote (3) of $119,813, $128,053, $128,053 and $121,327, respectively. Each unit represents a contingent right to receive one share of common stock. The outstanding PSUs vest upon the achievement of a specified regulatory milestone, as determined by our compensation & people committee. The performance period for the milestone ended on January 31, 2024. The performance milestones are more fully described above under “2022 PSU Program”, including the milestones that were achieved during 2023 and in January 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (7) At December 31, 2023, Mr. Burns held PSUs for 3,250 shares and Dr. Gheuens held PSUs for 5,000 shares, with a market value as of December 31, 2023 calculated in accordance with footnote (3) of $72,378 and $111,350, respectively. Each unit represents a contingent right to receive one share of common stock. The PSUs vest upon achievement of a specified clinical milestone, as determined by our compensation & people committee. The performance period ends for the remaining milestone on December 31, 2024. The performance milestones are more fully described above under “2021 PSU Program”, including the remaining milestone that was achieved in January 2024. |
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 The following table sets forth information concerning option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2023:
Option Exercises and Stock Vested in 2023
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#) | Value realized on Vesting($)(2) | | Brian Goff | — | — | 48,219 | 1,324,917 | | Cecilia Jones | — | — | 12,852 | 339,434 | | James Burns | — | — | 13,155 | 367,921 | | Sarah Gheuens M.D., Ph.D. | — | — | 11,745 | 327,121 | | Tsveta Milanova | — | — | 5,449 | 159,056 |
Option Exercises and Stock Vested in 2023
| (1) The value realized when the stock options were exercised represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the stock options. |
Option Exercises and Stock Vested in 2023
| (2) The value realized when the stock awards vested represents the number of shares underlying the units vested multiplied by market value of the shares on the vesting date. |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. The purpose of this disclosure is to provide a measure of the equitability of pay within our company. We believe our compensation philosophy and process yield an equitable result for all of our employees. There have been no changes in our employee population or employee compensation arrangements during 2023 that we believe would significantly impact the calculations of this pay ratio and require us to identify a new median employee for 2023. Therefore, as permitted by SEC rules, for 2023, we chose to use the same median employee identified in fiscal year 2022. We identified the median employee for 2022 as of October 1, 2022, by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) target bonus for 2022, and (C) the estimated fair value of any equity awards granted during the fiscal year ended December 31, 2022 and, (ii) ranking this aggregated compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Mr. Goff, our chief executive officer. Mr. Goff’s 2023 compensation, for purposes of this pay ratio disclosure, was $3,416,453. The annual total compensation for our median employee for 2023 was $257,278 resulting in a pay ratio of approximately 13 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC regulations based on our internal records and the methodology described above. The SEC regulation for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and company performance for the fiscal years listed below. The compensation & people committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown. For discussion of how our compensation & people committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 41 of this Proxy Statement.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1 (1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Net Product Revenue 5 ($ Millions) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2023 | — | 3,416,453 | — | 2,214,078 | 2,436,689 | 2,165,913 | 46.64 | 118.87 | (352) | 26.82 | | 2022 | 4,911,049 | 11,744,447 | 3,809,001 | 11,143,330 | 1,958,794 | 1,440,120 | 58.81 | 113.65 | (232) | 11.74 | | 2021 | 6,519,427 | — | 1,457,816 | — | 2,188,153 | 857,046 | 68.84 | 126.45 | 1,605 | 0.00 | | 2020 | 7,611,975 | — | 4,331,979 | — | 2,444,510 | 1,212,140 | 90.74 | 126.42 | (327) | 0.00 |
Pay Versus Performance Disclosure
| (1) Jacqualyn A. Fouse, Ph.D. (PEO 1) was our PEO for 2020, 2021 and until August 8, 2022. Brian Goff (PEO 2) became our PEO on August 8, 2022 and is our PEO for 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2020 | 2021 | 2022 | 2023 | | Jonathan Biller | Jonathan Biller | Jonathan Biller | Sarah Gheuens, M.D., Ph.D. | | Christopher Bowden | Christopher Bowden | Bruce Car, Ph.D. | Cecilia Jones | | Bruce Car, Ph.D. | Bruce Car, Ph.D. | Sarah Gheuens, M.D., Ph.D. | James Burns | | Andrew Hirsch | Sarah Gheuens, M.D., Ph.D. | Richa Poddar | Tsveta Milanova | | | Richa Poddar | Cecilia Jones | | | | Darrin Miles | James Burns | |
Pay Versus Performance Disclosure
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation actually earned, realized, or received by the company’s NEOs during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance Disclosure
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column for PEO 2 and the non-PEO NEOs are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards and Option Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2023 | 3,416,453 | (1,957,478) | 755,103 | 2,214,078 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,436,689 | (1,447,179) | 1,176,403 | 2,165,913 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in any Prior Year for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Total—Inclusion of Equity Values for PEO 2 ($) | | 2023 | 1,620,776 | (2,016,524) | — | 1,150,851 | — | 755,103 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in any Prior Year for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,120,044 | (206,555) | 71,417 | 191,497 | — | 1,176,403 |
Pay Versus Performance Disclosure
| (4) The peer group total shareholder return (“TSR”) set forth in this table utilizes the NASDAQ Biotechnology Index (“NASDAQ Biotech Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the NASDAQ Biotech Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Disclosure
| (5) We determined net product revenue to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Assumptions used in revenue recognition are described in Note 2, Summary of Significant Accounting Policies, to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024. |
Pay Versus Performance Disclosure
NEO Compensation Actually Paid and Cumulative TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the company and the NASDAQ Biotech Index. NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years. NEO Compensation Actually Paid and Net Product Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net product revenue during the four most recently completed fiscal years. Tabular List of Most Important Financial and Non-Financial Performance Measures The following table presents the financial and non-financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other Non-PEO NEOs for 2023 to company performance. Of these measures, as noted above, we have identified net product revenue to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023.
Pay Versus Performance Disclosure
| Net Product Revenue Clinical Milestones Research Milestones |
Pay Versus Performance Disclosure
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