DEF 14A of Savara Inc
Filed Apr 26, 2024 · FY20230001193125-24-118077
BOARD OF DIRECTORS
BOARD OF DIRECTORS The following table provides summary information about each current member of our Board of Directors:
BOARD OF DIRECTORS
| Name | Age | Committee Membership | Director Since | | Matthew Pauls | 53 | None | April 2017 | | Nevan Elam | 56 | Compensation Committee (Chair) Nominating & Governance Committee | February 2009 | | Richard J. Hawkins | 75 | Audit Committee | October 2010 | | Joseph S. McCracken | 70 | Compensation Committee Nominating & Governance Committee (Chair) | October 2013 | | David A. Ramsay | 59 | Audit Committee (Chair) | April 2017 | | Ricky Sun* | 50 | Nominating & Governance Committee | December 2019 | | An van Es-Johansson | 64 | Compensation Committee Audit Committee | December 2019 |
BOARD OF DIRECTORS
| * Dr. Sun is not standing for reelection following the completion of his term at the Annual Meeting. |
NOMINEES FOR ELECTION TO THE BOARD
NOMINEES FOR ELECTION TO THE BOARD Our Composite Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws (our “Bylaws”) provide that each director elected or appointed to our Board of Directors shall hold office until the next annual meeting of stockholders following such election or appointment and until the director’s successor is elected and qualified, or until the director’s earlier resignation or removal. Our Bylaws provide that vacancies on our Board of Directors, including those resulting from an increase in the authorized number of directors, may be filled by a majority of the remaining directors, even if less than a quorum, or by a sole remaining director. Any director appointed as a result of a vacancy holds office until the next annual meeting of stockholders and until a successor is elected and qualified. Pursuant to our Bylaws, the authorized number of directors may be not less than three nor more than nine, with the exact number, currently seven, to be fixed by resolutions adopted from time to time by our Board of Directors. Our current director, Dr. Ricky Sun, was initially identified to serve as member of our Board of Directors by investors affiliated with Bain Capital Life Sciences Investors, LLC (“Bain Capital Life Sciences”) pursuant to the Bain Capital Life Sciences director designation right under that certain Securities Purchase Agreement dated December 20, 2019 among us and certain accredited and institutional investors. Following Dr. Sun’s decision not to stand for reelection at the Annual Meeting and the waiver by Bain Capital Life Sciences of its director designation right, our Board adopted resolutions reducing the authorized number of directors from seven to six effective as of the Annual Meeting. Accordingly, proxies cannot be voted for a greater number of individuals than the six nominees named in this proxy statement. Each of our nominees for election to our Board of Directors is a current director. The paragraphs below provide information about each such director nominee. There are no family relationships among any of our directors, director nominees, and executive officers. Service on our Board of Directors or as an executive officer prior to April 2017 described in this proxy statement refers to service with Savara Inc., the private company with which we completed a reverse merger in April 2017 when we were operating as Mast Therapeutics, Inc. Following the reverse merger, we changed our name to Savara Inc. Matthew Pauls. Mr. Pauls has served as our Chief Executive Officer since December 2020, the Chair of our Board of Directors since September 2020, and was our Interim Chief Executive Officer from September 2020 to December 2020. Mr. Pauls has served as a member of our Board of Directors since April 2017 and was a member of the board of directors of Mast Therapeutics, Inc. from October 2015 to April 2017. Previously, Mr. Pauls was the founder of Spartan Biopharma Insights, LLC, where he provided strategic advisement to institutional investors, and company management teams on investment thesis assessment, capitalization strategy, mergers and acquisitions, clinical execution, and commercialization from December 2019 to September 2020. Since August 2023, Mr. Pauls has served on the board of directors of Soleno Therapeutics, Inc. (Nasdaq: SLNO), a clinical-stage biopharmaceutical company developing novel therapeutics for rare diseases, as well as the board of directors of the privately held companies Amplo Biotechnology, Inc., a gene therapy company focused on rare neuromuscular disorders, and Pelthos Therapeutics, a biopharmaceutical company focused on dermatologic infectious diseases. Mr. Pauls served on the board of directors of Zyla Life Sciences (previously Egalet Corporation) (OTCQX: ZCOR), a commercial-stage life sciences company with a portfolio of medicines for pain and inflammation, from January 2019 until its merger with Assertio Therapeutics, Inc. in May 2020. From August 2014 to November 2019, Mr. Pauls served as President and Chief Executive Officer of Strongbridge Biopharma plc (Nasdaq: SBBP) (“Strongbridge”), a biopharmaceutical company focused on therapies that target rare diseases that Mr. Pauls lead through an initial public offering. He also served as a member of the board of directors of Strongbridge from September 2015 to November 2019. From April 2013 to August 2014, Mr. Pauls was Chief Commercial Officer of Insmed, Inc. (Nasdaq: INSM), a publicly traded global biopharmaceutical company focused on rare diseases. From 2007 to April 2013, Mr. Pauls worked at Shire Pharmaceuticals, a global specialty biopharmaceutical company, most recently as Senior Vice President, Head of Global Commercial Operations from May 2012 to April 2013. Earlier in his career, from 1997 to 2007, Mr. Pauls held senior positions at Bristol-Myers Squibb in Brand Management and Payor Marketing and at Johnson & Johnson in various U.S. and global commercial roles. Mr. Pauls holds B.S. and M.B.A. degrees from Central Michigan University and a J.D. from Michigan State University College of Law. We believe Mr. Pauls’ experience as our Chief Executive Officer, as well as his leadership experience and extensive commercialization, strategic planning and operations experience in the biopharmaceutical industry, particularly with therapies for rare diseases, qualify him to serve as a member of the Board of Directors. Nevan Elam. Mr. Elam has served as a member of our Board of Directors since February 2009. Since February 2013, Mr. Elam has served as a member of the Board of Directors as well as the President and Chief Executive Officer of Rezolute, Inc. (Nasdaq: RZLT) (“Rezolute”), a biopharmaceutical company focused on developing therapies for metabolic diseases with serious unmet needs. Prior to his tenure at Rezolute, Mr. Elam held senior executive roles within in the pharmaceutical industry, including Senior Vice President and Head of the Pulmonary Business Unit of Nektar Therapeutics and President and Chief Executive Officer of a European medical device company. Earlier in his career, he was a co-founder and the Chief Financial Officer of E2open, Inc. and a Partner in the corporate practice of the law firm of Wilson Sonsini Goodrich & Rosati, P.C. In addition, from November 2022 to June 2023, Mr. Elam served on the board of directors of Peak Bio, Inc. (OTCPK: PKBO). Mr. Elam received his J.D. from Harvard Law School and a B.A. from Howard University. We believe Mr. Elam’s broad experience with pharmaceutical companies, including advising them of their unique legal and regulatory obligations, qualifies him to serve on the Board of Directors.
NOMINEES FOR ELECTION TO THE BOARD
Richard J. Hawkins. Mr. Hawkins has served as a member of our Board of Directors since October 2010. Mr. Hawkins is currently Chief Executive Officer and Chair of the Board of Directors of Lumos Pharma, Inc. (Nasdaq: LUMO), a clinical stage biotechnology company focused on bringing novel therapies to patients with severe, rare, and genetic diseases, whose medical needs are unmet. In addition, Mr. Hawkins currently serves on the board of directors of several privately held life sciences companies, as well as Plus Therapeutics Inc. (formerly Cytori Therapeutics, Inc.) (Nasdaq: PSTV), and previously served on the board of directors of SciClone Pharmaceuticals, Inc. until its acquisition in October 2017. Prior to his tenure with Lumos Pharma, Inc., which began in September 2010, Mr. Hawkins founded and advised numerous pharmaceutical companies including Sensus, where he served as co-founder and Chair of the Board of Directors until it was sold to Pfizer in 2001. From 1981 to 2000, Mr. Hawkins was founder, President and Chief Executive Officer of Pharmaco where he guided the company’s growth to more than 2,000 employees. Pharmaco later merged with PPD of Wilmington, North Carolina to form PPD Pharmaco, one of the largest clinical contract research organizations in the world. Mr. Hawkins received his B.S. in Biology from Ohio University. We believe Mr. Hawkins’ experience in the pharmaceutical and life sciences industries as well as his broad management experience qualify him to serve on the Board of Directors. Joseph S. McCracken. Dr. McCracken has served as our Lead Independent Director since December 2019 and a member of our Board of Directors since October 2013. Since September 2013, Dr. McCracken has advised biopharmaceutical companies on the design and implementation of corporate strategy and business development initiatives. Dr. McCracken also serves on the board of directors of Lumos Pharma, Inc. (Nasdaq: LUMO) and Modalis Therapeutics Corporation (TSE: 4883.T), as well as the board of directors of the privately held company Regimmune Inc. Dr. McCracken served on the board of directors of Kindred Biosciences, Inc. until its acquisition in August 2021, and on the board of directors of Alkahest, Inc. until its acquisition by Grifols SA in December of 2020. From July 2011 to September 2013, Dr. McCracken was Vice President and Global Head of Business Development & Licensing for Roche Pharma, a research-focused healthcare company, where he was responsible for Roche Pharma’s global in-licensing and out-licensing activities. From October 2009 until July 2011, he was General Manager, Roche Pharma Japan & Asia Regional Head, Roche Partnering. Prior to joining Roche Pharma, Dr. McCracken held the position of Vice President, Business Development at Genentech for more than nine years, and previously held similar positions at Aventis Pharma and Rhone-Poulenc Rorer. Dr. McCracken holds a B.S. in Microbiology, an M.S. in Pharmacology and a D.V.M. from The Ohio State University. We believe Dr. McCracken’s extensive experience in the biotechnology and pharmaceutical industries qualifies him to serve on the Board of Directors. David A. Ramsay. Mr. Ramsay has served as a member of our Board of Directors since April 2017 and as a member of the Board of Directors of Mast Therapeutics, Inc. from June 2011 to April 2017. Mr. Ramsay serves on the board of directors of Exuma Biotech, Inc., a privately held biotechnology company, and served on the board of directors of La Jolla Pharmaceutical Company from September 2019 until its acquisition by Innoviva, Inc. in August 2022. Mr. Ramsay served as Senior Vice President and Chief Financial Officer of Bonti, Inc., a private, clinical stage biotechnology company focused on the development and commercialization of neurotoxin products for therapeutic and aesthetic applications, from February 2018 until its acquisition by Allergan plc in October 2018. Mr. Ramsay served as Chief Financial Officer of Halozyme Therapeutics, Inc. (Nasdaq: HALO), a biotechnology company developing and commercializing novel oncology therapies, from 2003 to 2009 and from May 2013 until his retirement in July 2015. He also served as Halozyme’s Vice President, Corporate Development from May 2009 to May 2013. From 2000 to 2003, Mr. Ramsay was Vice President, Chief Financial Officer of Lathian Systems, Inc., a provider of technology-based sales solutions for the life science industry. From 1998 to 2000, he served as Vice President, Treasurer and Director, Corporate Finance of Valeant Pharmaceuticals International, Inc. (formerly ICN Pharmaceuticals, Inc.), a multinational specialty pharmaceutical company. Mr. Ramsay began his career at Deloitte & Touche, where he obtained his CPA license. Mr. Ramsay holds a B.S. in business administration from the University of California, Berkeley and an M.B.A. with a dual major in finance and strategic management from The Wharton School at the University of Pennsylvania. We believe Mr. Ramsay’s significant experience as chief financial officer of life science companies, particularly his experiences at Halozyme during its successful development and its commercialization of its first products, and at a large audit and financial advisory firm, qualify him to serve on the Board of Directors. An van Es-Johansson. Dr. An van Es-Johansson has served on our Board of Directors since December 2019. Since March 2021, Dr. van Es-Johansson has served as a senior advisor to Sinfonia Pharma, a Swedish pharmaceutical company with a primary focus on neurological diseases. She was previously the Chief Medical Officer and Head of Development for AlzeCure Pharma from September 2018 to March 2021. From May 2005 to September 2018, Dr. van Es-Johansson served in a range of executive roles of increasing responsibility at Sobi, an international rare disease company headquartered in Stockholm, Sweden, including as Vice President and Head of EMENAR Medical Affairs for Specialty Care and Partner Products from March 2013 to January 2018. Prior to her time at Sobi, Dr. van Es-Johansson served in leadership positions at large pharmaceutical and smaller biotechnology companies, including Roche, Eli Lilly, Active Biotech, and BioStratum. From 2004 to 2016 she was a member of the Scientific Advisory Board for Uppsala Bio and currently serves on the board of directors at Plus Therapeutics, Inc. (Nasdaq: PSTV), Lumos Pharma, Inc. (Nasdaq: LUMO), and the privately held company Agendia BV. Dr. van Es-Johansson received a M.D. from Erasmus University, Rotterdam, The Netherlands. We believe Dr. van Es-Johansson’s medical knowledge and experience in the pharmaceutical industry qualifies her to serve on the Board of Directors.
Board Committees
| • | evaluating and making recommendations to our Board of Directors regarding the compensation of non-employee directors; |
Factors for Determining 2023 Compensation
Factors for Determining 2023 Compensation Performance One of the primary objectives of our executive compensation program is to motivate our executive officers to achieve strategic goals that our Board of Directors believes will lead to short-term and long-term value creation for our stockholders. As discussed above, given the nature of our business and our life-cycle stage, these goals are largely tied to advancement of our product pipeline through the attainment of clinical and regulatory milestones, securing adequate funding, and managing our cash resources consistent with forecast and strategic plans. Although our Board of Directors establishes pre-approved goals in connection with setting the bonus targets, our Board retains significant discretion to assess performance in a subjective, non-formulaic manner. Competitive Assessment Our Board of Directors and Compensation Committee believe that examining data from similarly situated companies in our industry and establishing a peer group and reviewing compensation packages offered and paid to similar positions of that peer group provide useful information in evaluating our executive compensation practices, including the structure and levels of compensation that will allow us to attract, retain and motivate our executive officers and also align their interests with those of our stockholders. In the third quarter of 2022, in consultation with Aon, our Compensation Committee reviewed the peer group of publicly traded companies in the biotechnology and biopharmaceutical industries used in its compensation assessment from the prior year and refined the peer group to more closely align with our market capitalization at the time of the selection and to replace peer companies that had been acquired. The following peer group was recommended by Aon and approved by the Compensation Committee and our management for consideration when evaluating equity awards granted to executive officers in December 2022, and for other decisions relating to 2023 compensation:
Factors for Determining 2023 Compensation
| * Added to the peer group in 2022. |
Factors for Determining 2023 Compensation
In anticipation of its 2023 annual review of compensation, in the third quarter of 2023, again in consultation with Aon, our Compensation Committee reviewed the above peer group and made certain adjustments to align more closely with our organizational complexity and market capitalization. Specifically, Checkpoint Therapeutics, Inc., Curis, Inc., DICE Therapeutics, Inc., Galectin Therapeutics Inc., Galecto, Inc., MEI Pharma, Inc., Reata Pharmaceuticals Inc., Sesen Bio, Inc. were removed, and Anavex Life Sciences Corp., Edgewise Therapeutics, Inc., Fulcrum Therapeutics, Inc., KalVista Pharmaceuticals, Inc., Keros Therapeutics, Inc., Reneo Pharmaceuticals, Inc., Vera Therapeutics, Inc., and Verona Pharma plc were added. This updated peer group was considered by the Compensation Committee when evaluating the equity awards granted to our executive officers in 2023. To effectively recruit, retain and motivate key employees, we believe our executive compensation must be competitive within the peer group in which we compete, while also aligned with the interest of our stockholders. Our Compensation Committee used the compensation data from the peer group as well as available survey data to assist in its evaluation of the compensation of our executive officers and as a factor in its recommendations. However, we do not benchmark executive compensation to the compensation at the peer group.
Executive Compensation Components
Annual Cash Incentives Although we do not have a written bonus plan, the Board of Directors sets performance targets annually for each of the NEOs, and the NEOs receive bonuses at the end of each year based on achievement against those targets. These bonuses are designed to motivate our executive officers to achieve near-term goals and are intended to reward the attainment of annual corporate and individual goals that we believe will enhance the long-term value of our company. The 2023 target bonus amount for Mr. Lutz was established in his employment agreement that was negotiated and entered into at his time of hire. In December 2022, the Compensation Committee recommended, and the Board of Directors approved, the target bonus amounts and performance targets for 2023 for the other NEOs. After considering market data and input from Aon and the practices of the peer group, the Compensation Committee recommended, and the Board of Directors approved, that the 2023 target bonus amounts would remain the same percent of base salary as 2022 for each of the other NEOs. The approved 2023 target bonus amounts as a percent of salary for each of the NEOs were as follows:
Executive Compensation Components
| Executive Officer | Bonus Target (% of base salary) | | Matthew Pauls | 50% | | Robert Lutz | 40% | | David Lowrance | 40% |
Executive Compensation Components
| Executive Officer | Bonus Award | | Matthew Pauls | $357,000 | | Robert Lutz | $203,205 | | David Lowrance | $207,841 |
Executive Compensation Components
Long-Term Incentive Awards – Stock Options and Restricted Stock Units We believe that stock-based compensation, such as stock options and restricted stock units (“RSUs”), serves to further align the interests of our executive officers with those of our stockholders, reward long-term value-creation, and increase retention, and it is therefore a significant element of our executive compensation. We typically grant options and/or RSUs to our employees, including executives, upon the commencement of their employment and make additional grants on an annual basis as part of the annual review of performance and compensation. Because vesting occurs over multiple years and only if the employee continues to be employed with us at the time of vesting, and because the realized value of the equity awards is directly related to our stock price, our Board of Directors believes these equity awards encourage our employees to remain with our company, promote a long-term perspective on corporate success, directly incentivize the NEOs to build long-term value, and align the interests of our employees, including the NEOs, with our stockholders. We generally make an initial equity award to our executive officers in connection with the commencement of their employment. In connection with the appointment of Mr. Lutz as Chief Operating Officer in February 2023, our Board of Directors granted Mr. Lutz an option to purchase 350,000 shares of our common stock, which vests quarterly over four years, and an RSU award for 140,000 shares of our common stock, which vests in full upon the two-year anniversary of the commencement of his employment. In December 2023, our Compensation Committee and our Board of Directors considered equity awards to our employees, including our NEOs, in connection with the annual performance and compensation review process. After considering the performance of the executives and the market data provided by Aon, the Compensation Committee recommended, and the Board of Directors approved, the following equity awards to the NEOs:
Executive Compensation Components
| Executive Officer | Number of Options (1) | Number of RSUs (2) | | Matthew Pauls | 225,000 | 450,000 | | Robert Lutz | 40,000 | 160,000 | | David Lowrance | 40,000 | 160,000 |
Executive Compensation Components
| (2) The RSUs vest in full on December 14, 2025. |
NEO Employment Agreements
NEO Employment Agreements We believe that concerns about potential job loss or the possibility or occurrence of a change-in-control can create uncertainty for our NEOs that may negatively affect their performance. Accordingly, we have entered into employment agreements with each of our executive officers, which provide for severance benefits upon a qualifying termination of employment and the executive’s compliance with certain post-termination obligations, including delivery of a general release of claims. Those severance benefits are described below under “Potential Payments upon Termination or Change in Control.”
Summary Compensation Table
Summary Compensation Table The following table sets forth compensation information for the NEOs for the years ended December 31, 2023 and 2022:
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 ($) | Total ($) | | Matthew Pauls (3) | 2023 | 595,000 | 59,500 | 2,002,500 | 787,223 | 297,500 | 18,000(4) | 3,759,723 | | Chief Executive Officer | 2022 | 580,000 | — | 490,750 | 810,255 | 290,000 | 24,537(4) | 2,195,542 | | Robert Lutz | 2023 | 387,341 | 143,405 | 1,066,200 | 874,534 | 174,800 | 18,000(4) | 2,664,280 | | Chief Operating Officer | | | | | | | | | | David Lowrance | 2023 | 437,561 | 32,817 | 712,000 | 139,951 | 175,025 | 22,000(4) | 1,519,354 | | Chief Financial & Administrative Officer & Secretary | 2022 | 416,725 | 8,335 | 151,000 | 289,377 | 166,690 | 22,000(4) | 1,054,127 |
Summary Compensation Table
| (1) Amounts shown in this column do not reflect compensation actually received by the NEO. The amounts in this column represent the aggregate grant date fair value of stock awards or option awards granted to the NEO in the year indicated, calculated in accordance with the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Stock Compensation, except that any estimate of forfeitures was disregarded. For a description of the assumptions used to calculate these amounts, see Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (2) Amounts in this column represent annual cash incentive awards paid to each executive officer under our annual cash incentive program. For further information, see “Compensation Discussion and Analysis—Executive Compensation Components—Annual Cash Incentives.” |
Summary Compensation Table
| (3) Mr. Pauls did not receive any additional compensation for his service as a director. |
Summary Compensation Table
| (4) Includes $18,000 in employer 401(k) plan matching contributions. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards to the NEOs for the year ended December 31, 2023:
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Matthew Pauls | — | — | 297,500(3) | — | — | — | — | — | | | 12/14/2023 | — | — | — | — | 225,000 | 4.45 | 787,223 | | | 12/14/2023 | — | — | — | 450,000 | — | — | 2,002,500 | | Robert Lutz | — | — | 174,800(3) | — | — | — | — | — | | | 2/24/2023 | — | — | — | — | 350,000 | 2.53 | 734,583 | | | 2/24/2023 | — | — | — | 140,000 | — | — | 354,200 | | | 12/14/2023 | — | — | — | — | 40,000 | 4.45 | 139,951 | | | 12/14/2023 | — | — | — | 160,000 | — | — | 712,000 | | David Lowrance | — | — | 175,024(3) | — | — | — | — | — | | | 12/14/2023 | — | — | — | — | 40,000 | 4.45 | 289,377 | | | 12/14/2023 | — | — | — | 160,000 | — | — | 151,000 |
Grants of Plan-Based Awards
| (1) The annual incentive plan provides only for a target payment amount, and not a threshold or maximum amount. |
Grants of Plan-Based Awards
| (2) Amounts shown in this column do not reflect compensation actually received by the NEO. The amounts in this column represent the aggregate grant date fair value of RSU and option awards granted to the NEO in the year indicated, calculated in accordance with the provisions of FASB ASC Topic 718, Stock Compensation, except that any estimate of forfeitures was disregarded. For a description of the assumptions used to calculate these amounts, see Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Grants of Plan-Based Awards
| (3) The amounts reported represent the performance-based incentive cash awards each NEO could earn pursuant to our executive bonus plan for the year ended December 31, 2023, as described above under “Compensation Discussion and Analysis—Executive Compensation Components—Annual Cash Incentives” above. The actual amounts earned for the year ended December 31, 2023 are set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above. |
Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth information regarding outstanding equity awards held by the NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End 2023
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($/sh) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Matthew Pauls | 3,750 | — | 5.13 | 5/25/2027 | — | — | | | 12,000 | — | 7.33 | 12/13/2028 | — | — | | | 12,000 | — | 1.59 | 12/20/2029 | — | — | | | 898,639 | — | 1.32 | 9/15/2030 | — | — | | | 375,000(2) | 125,000(2) | 1.23 | 12/16/2030 | — | — | | | 175,000(3) | 175,000(3) | 1.11 | 12/14/2031 | — | — | | | 175,000(4) | 525,000(4) | 1.51 | 12/13/2032 | 325,000(5) | 1,527,500 | | | — | 225,000(6) | 4.45 | 12/14/2033 | 450,000(7) | 2,115,000 | | Robert Lutz | 65,625 | 284,375(8) | 2.53 | 2/24/2033 | 140,000(9) | 658,000 | | | — | 40,000(6) | 4.45 | 12/14/2033 | 160,000(7) | 752,000 | | David Lowrance | 80,684 | — | 1.51 | 10/25/2026 | — | — | | | 200,000 | — | 11.26 | 8/2/2028 | — | — | | | 150,000 | — | 1.59 | 12/20/2029 | — | — | | | 195,000(2) | 65,000(2) | 1.23 | 12/16/2030 | — | — | | | 50,000(3) | 50,000(3) | 1.11 | 12/14/2031 | — | — | | | 62,500(4) | 187,500(4) | 1.51 | 12/13/2032 | 100,000(5) | 470,000 | | | — | 40,000(6) | 4.45 | 12/14/2033 | 160,000(7) | 752,000 |
Outstanding Equity Awards at Fiscal Year-End 2023
| (1) The vesting schedules described for each option in this table are subject to the NEO’s continued service to our company and to acceleration in connection with an involuntary termination in connection with a change of control, as described below under “Potential Payments upon Termination or Change in Control—Executive Employment Agreements.” |
Outstanding Equity Awards at Fiscal Year-End 2023
| (2) This option vests and becomes exercisable in 16 substantially equal installments on each quarterly anniversary of December 16, 2020. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (3) This option vests and becomes exercisable in 16 substantially equal installments on each quarterly anniversary of December 14, 2021. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (4) This option vests and becomes exercisable in 16 substantially equal installments on each quarterly anniversary of December 13, 2022. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (5) The RSUs vest in full on December 13, 2024. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (6) The option vests and becomes exercisable in 16 substantially equal installments on each quarterly anniversary of December 14, 2023. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (7) The RSUs vest in full on December 14, 2025. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (8) The option vests and becomes exercisable in 16 substantially equal installments on each quarterly anniversary of February 13, 2023. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (9) The RSUs vest in full on February 13, 2025. |
Option Exercises and Stock Vested in Fiscal Year 2023
Option Exercises and Stock Vested in Fiscal Year 2023 The following table provides, for each of the NEOs, information with respect to the exercise of stock options and, on an aggregate basis, stock awards that vested during 2023:
Option Exercises and Stock Vested in Fiscal Year 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of shares acquired on vesting | Value realized on vesting ($)(1) | | Matthew Pauls | — | — | 400,000 | 1,780,000 | | Robert Lutz | — | — | — | — | | Dave Lowrance | — | — | 125,000 | 556,250 |
Option Exercises and Stock Vested in Fiscal Year 2023
| (1) Value realized on vesting of stock awards does not represent proceeds from any sale of any common stock upon its vesting but is determined by multiplying the number of shares vested by the closing price of our common stock on the Nasdaq Global Select Market on the vesting date. |
Pension Benefits
Pension Benefits We do not maintain any plan that provides for payments or other benefits at, following, or in connection with retirement, other than a 401(k) plan, which all eligible employees participate in on the same basis.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Potential Payments Upon a Qualifying Termination of Employment
Potential Payments Upon a Qualifying Termination of Employment The following table sets forth quantitative estimates of the benefits that would have accrued to each of Mr. Pauls, Mr. Lutz, and Mr. Lowrance pursuant to their respective employment agreements if there had been a qualifying termination of his employment on December 31, 2023.
Potential Payments Upon a Qualifying Termination of Employment
| Name | Cash Severance Based on Salary and Bonus ($) (1) | Cost to Continue Health Insurance ($)(2) | Value of Accelerated Equity Awards ($)(3) | Value of Accrued Vacation ($) | Total ($) | | Matthew Pauls | 1,547,000 | 17,442 | 6,435,500 | 44,286 | 8,044,228 | | Robert Lutz | 640,205 | 35,388 | 192,375 | 6,087 | 874,055 | | David Lowrance | 645,402 | 33,516 | 987,175 | 32,098 | 1,698,191 |
Potential Payments Upon a Qualifying Termination of Employment
| 1) | Calculated using the annual base salary in effect as of December 31, 2023. As described above under “Potential Payments upon Termination or Change in Control,” in the event of a qualifying termination on that date each of the NEOs would have been entitled to a pro-rated portion of his target bonus based on the number of days he was employed by us during the relevant performance period. As of December 31, 2023, the 2023 bonus amounts had been determined but not yet paid and are therefore included; the 2024 performance period had not yet begun. Additionally, Mr. Pauls would have been entitled to an amount equal to 100% of his target bonus. |
Potential Payments Upon a Qualifying Termination of Employment
| 2) | Calculated using insurance premiums in effect as of December 31, 2023. |
Potential Payments Upon a Qualifying Termination of Employment
| 3) | Calculated using the closing sale price of our common stock on December 29, 2023. |
Potential Payments upon a Qualifying Termination of Employment due to Change in Control
Potential Payments upon a Qualifying Termination of Employment due to Change in Control The following table sets forth quantitative estimates of the benefits that would have accrued to each of Mr. Pauls, Dr. Pratt, and Mr. Lowrance pursuant to their respective employment agreements if there had been a change in control of our company and qualifying termination of the NEOs’ employment on December 31, 2022. The Company does not provide single trigger change in control benefits.
Potential Payments upon a Qualifying Termination of Employment due to Change in Control
| Name | Cash Severance Based on Salary and Bonus ($)(1) | Cost to Continue Health Insurance ($)(2) | Value of Accelerated Equity Awards ($)(3) | Value of Accrued Vacation ($) | Total ($) | | Matthew Pauls | 1,844,500 | 23,160 | 6,435,500 | 44,286 | 8,347,446 | | Robert Lutz | 858,705 | 53,082 | 2,037,094 | 6,087 | 2,954,968 | | David Lowrance | 864,183 | 50,274 | 2,235,175 | 32,098 | 3,181,730 |
Potential Payments upon a Qualifying Termination of Employment due to Change in Control
| 1) | Calculated using the annual base salary in effect as of December 31, 2023. As described above under “Potential Payments upon Termination or Change in Control,” in the event of a qualifying termination. For the bonus amounts, as of December 31, 2023, the 2023 bonus amounts had been determined but not yet paid |
Potential Payments upon a Qualifying Termination of Employment due to Change in Control
| and are therefore included; the 2024 performance period had not yet begun. Additionally, each of the NEOs would have been entitled to an amount equal to 100% of his target bonus. |
Potential Payments upon a Qualifying Termination of Employment due to Change in Control
| 2) | Calculated using insurance premiums in effect as of December 31, 2023. |
Potential Payments upon a Qualifying Termination of Employment due to Change in Control
| 3) | Calculated using the closing sale price of our common stock on December 29, 2023. |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following pay ratio information with respect to the year ended December 31, 2023. The median of the annual total compensation of all employees of our company, except our Chief Executive Officer, for 2023 was $543,949, and the annual total compensation basis for our Chief Executive Officer, Mr. Pauls, for 2023 was $3,759,723. As a result, our Chief Executive Officer’s 2023 annual total compensation was approximately 6.9 times that of the median annual total compensation of all employees of our company. We identified the median employee based on the total annual compensation, as determined using the Summary Compensation Table methodology set out in item 402(c)(2)(x) of regulation S-K, of all full-time and part-time employees as of December 31, 2023. In accordance with item 402(u) we identified our median employee as the employee utilized for the year ended December 31, 2021 and the year ended December 31, 2022, since there has been no change in our employee population or employee compensation arrangements that would materially affect our calculation. In making the calculation, we used an annualized compensation amount for employees who were employed less than the full year.
Pay Ratio Disclosure
| | Median Employee ($) | Chief Executive Officer ($) | | Salary | 270,957 | 595,000 | | Bonus | 36,912 | 59,500 | | Stock Awards | 68,975 | 2,002,500 | | Option Awards | 108,462 | 787,223 | | Non-Equity Incentive Plan Compensation | 40,643 | 297,500 | | All Other Compensation | 18,000 | 18,000 | | Total Compensation | 543,949 | 3,759,723 |
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and the financial performance of our company.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3), (4) | Average Compensation Actually Paid to Non-PEO NEOs (5) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return (6) | Net Loss (in thousands) | | 2023 | $3,759,723 | $5,656,943 | $2,091,817 | $2,355,922 | $303 | $(54,698) | | 2022 | $2,195,542 | $2,506,972 | $876,409 | $656,826 | $125 | $(38,150) | | 2021 | $1,640,358 | $1,703,992 | $931,620 | $774,937 | $108 | $(43,014) |
Pay Versus Performance
| (1) Reflects the total compensation reported for Mr. Pauls, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (2) Reflects the “compensation actually paid” to Mr. Pauls, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Pauls during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, |
Pay Versus Performance
| the following adjustments were made to Mr. Pauls’ total compensation as reported in the Summary Compensation Table to determine the “compensation actually paid”: |
Pay Versus Performance
| Year | Summary Compensation Table Total | Deductions for Reported Grant Date Fair Value of Equity Awards (A) | Equity Award Adjustments (B) | Compensation Actually Paid | | 2023 | $3,759,723 | $(2,789,723) | $4,686,943 | $5,656,943 | | 2022 | $2,195,542 | $(1,301,005) | $1,612,435 | $2,506,972 | | 2021 | $1,640,358 | $(729,545) | $793,179 | $1,703,992 |
Pay Versus Performance
| (A) Reflects the sum of the totals of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (B) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation) | Total Equity Award Adjustments | | 2023 | $3,689,446 | $1,100,239 | — | $(102,741) | — | — | $4,686,943 | | 2022 | $1,343,676 | $239,841 | — | $28,919 | — | — | $1,612,435 | | 2021 | $776,590 | $(26,027) | — | $42,616 | — | — | $793,179 |
Pay Versus Performance
| (3) The NEOs included for purposes of calculating the average amounts in each applicable year are: |
Pay Versus Performance
2023: Mr. Lutz and Mr. Lowrance 2022: Dr. Pratt and Mr. Lowrance 2021: Dr. Chowdhury and Mr. Lowrance
Pay Versus Performance
| (4) Reflects the total compensation reported for the average of the amounts reported for our NEOs as a group (excluding Mr. Pauls) in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (5) Reflects the average amount of “compensation actually paid” to our NEOs as a group (excluding Mr. Pauls), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Pauls) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Pauls) total |
Pay Versus Performance
| compensation as reported in the Summary Compensation Table to determine the “compensation actually paid,” using the same methodology described above in Note 2: |
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Deductions for Average Reported Grant Date Fair Value of Equity Awards | Average Equity Award Adjustments (A) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $2,091,817 | $(1,396,343) | $1,660,447 | $2,355,922 | | 2022 | $876,409 | $(523,589) | $304,006 | $656,826 | | 2021 | $931,620 | $(220,334) | $63,651 | $774,937 |
Pay Versus Performance
| (A) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation) | Total Average Equity Award Adjustments | | 2023 | $1,833,235 | $170,259 | — | $(343,046) | — | — | $1,660,447 | | 2022 | $556,797 | $33,719 | — | $(286,510) | — | — | $304,006 | | 2021 | $235,168 | $42,852 | — | $(214,370) | — | — | $63,651 |
Pay Versus Performance
| (6) Total shareholder return is calculated by dividing the sum of the amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2021, 2022 or 2023. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” our executive compensation program is intended to align the interests of our executive officers with those of our stockholders, and as a clinical-stage biopharmaceutical company, that is accomplished by positioning the company to successfully execute our drug product development and regulatory approval efforts and to translate those efforts, over time, into revenues and income from commercialization of, or strategic collaborations with respect to, our product candidates. For that reason, we do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year, and we have not historically looked to net income (loss) as a performance measure for our executive compensation program. The following graphs visually describe the relationship between (1) “compensation actually paid” to our PEO and the average “compensation actually paid” to our non-PEO NEOs and cumulative total shareholder return and (2) “compensation actually paid” to our PEO and the average “compensation actually paid” to our non-PEO NEOs and net loss.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows compensation information for the individuals who served as non-employee directors during the year ended December 31, 2023. Mr. Pauls did not receive any additional compensation for his service as a director.
Director Compensation for Fiscal Year 2023
Director Compensation for Fiscal Year 2023
Director Compensation for Fiscal Year 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) (2) | Total ($) | | Nevan Elam (3) | 57,500 | 100,125 | 157,625 | | Rick Hawkins (4) | 49,000 | 100,125 | 149,125 | | Joe McCracken (5) | 55,000 | 100,125 | 155,125 | | David A. Ramsay (6) | 58,000 | 100,125 | 158,125 | | Ricky Sun (7) | 44,500 | 100,125 | 144,625 | | An van Es-Johansson (8) | 55,500 | 100,125 | 155,625 |
Director Compensation for Fiscal Year 2023
| 1) | Amounts in this column do not reflect compensation actually received by the directors. The amounts in this column represent the aggregate grant date fair value of stock awards granted to the directors in 2023, calculated in accordance with the provisions of FASB ASC Topic 718, Stock Compensation, except that any estimate of forfeitures was disregarded. For a description of the assumptions used to calculate these amounts, see Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Director Compensation for Fiscal Year 2023
| 2) | As of December 31, 2023, each of our non-employee directors held 22,500 unvested RSUs. |
Director Compensation for Fiscal Year 2023
| 3) | As of December 31, 2023, Mr. Elam held options to purchase a total of 112,451 shares of our common stock. |
Director Compensation for Fiscal Year 2023
| 4) | As of December 31, 2023, Mr. Hawkins held options to purchase a total of 166,209 shares of our common stock. |
Director Compensation for Fiscal Year 2023
| 5) | As of December 31, 2023, Dr. McCracken held options to purchase a total of 149,557 shares of our common stock. |
Director Compensation for Fiscal Year 2023
| 6) | As of December 31, 2023, Mr. Ramsay held options to purchase a total of 147,750 shares of our common stock. |
Director Compensation for Fiscal Year 2023
| 7) | As of December 31, 2023, Dr. Sun held options to purchase a total of 132,000 shares of our common stock. |
Director Compensation for Fiscal Year 2023
| 8) | As of December 31, 2023, Dr. van Es-Johansson held options to purchase a total of 132,000 shares of our common stock. |
Overview of Non-Employee Director Compensation
Overview of Non-Employee Director Compensation With the assistance of the Compensation Committee, our Board of Directors periodically reviews and evaluates the director compensation policy and adopts changes designed to allow us to recruit and retain individuals with the requisite experience, skills, and characteristics for membership on our Board of Directors. Under the policy, non-employee directors are compensated through a combination of cash fees and equity awards. In December 2023, following a review of market data provided by Aon, our Compensation Committee recommended that annual equity awards to directors be in the form of RSUs, which the Board of Directors approved. Additionally, we reimburse non-employee directors for travel and other reasonable out-of-pocket expenses related to attendance at meetings of the Board of Directors and its committees. Our current non-employee director compensation policy is further described below.
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS At the Annual Meeting, our stockholders will vote on the election of six directors to serve for one-year terms until the 2025 annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Our Board of Directors has nominated Matthew Pauls, Nevan Elam, Richard J. Hawkins, Joseph S. McCracken, David A. Ramsay, and An van Es-Johansson for election to our Board of Directors at the Annual Meeting. Dr. Ricky Sun will not stand for reelection following the completion of his term at the Annual Meeting. The director nominees have indicated that they are willing and able to serve as directors. If any of the nominees becomes unable or unwilling to serve, the proxies being solicited by this proxy statement will be voted for the election of any substitute nominee who shall be designated by our Board of Directors to fill the vacancy. The proxies being solicited by this proxy statement will be voted for no more than six nominees at the Annual Meeting. Assuming a quorum is present at the Annual Meeting, each director nominee who receives an affirmative vote of the holders of a majority of the shares of common stock having voting power present or represented by proxy at the Annual Meeting will be elected. Abstentions will have the same effect as negative votes. Broker non-votes will not be counted toward the vote total and therefore will have no effect on the outcome of this proposal. Stockholders do not have cumulative voting rights in the election of directors. Our Board of Directors unanimously recommends a vote “FOR” the election of Matthew Pauls, Nevan Elam, Richard J. Hawkins, Joseph S. McCracken, David A. Ramsay, and An van Es-Johansson as directors.
Corporate Governance Provisions
| • | Cap on Non-Employee Director Compensation. The total compensation paid to a single non-employee director in any calendar year, including the cash compensation and cash value of all equity awards granted to such non-employee director, cannot exceed $1,000,000. |