DEF 14A of Cullinan Therapeutics, Inc.
Filed May 16, 2024 · FY20230001193125-24-139976
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of seven members. In accordance with the terms of our certificate of incorporation and bylaws, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the Class I directors are Thomas Ebeling, Anne-Marie Martin, Ph.D. and David Meek, and their terms will expire at the Annual Meeting; |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the Class II directors are Anthony Rosenberg and David P. Ryan, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2025; and |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
| • | the Class III directors are Nadim Ahmed and Stephen Webster, and their terms will expire at the annual meeting of stockholders to be held in 2026. |
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares then entitled to vote in an election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Anne-Marie Martin and David Meek for election as Class I directors at the Annual Meeting. Anne-Marie Martin and David Meek are currently directors, and each has indicated a willingness to continue to serve as a director, if elected. The Company’s other current Class I director, Thomas Ebeling, has decided to resign at the end of his term. Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates (the “Director Guidelines”) provide that the value of diversity should be considered in determining director candidates as well as other factors such as a candidate’s character, judgment, skills, education, expertise and absence of conflicts of interest. However, we do not have a formal policy concerning the diversity of the board of directors. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. In addition to the information presented below regarding each of the nominees and continuing directors’ specific experience, qualifications, attributes and skills that our board of directors and our nominating and corporate governance committee considered in determining that he or she should serve as a director, we also believe that each of our directors has demonstrated business acumen, integrity and an ability to exercise sound judgment, as well as a commitment of service to Cullinan Therapeutics and our board of directors.
Nominees for Election as Class I Directors
Nominees for Election as Class I Directors The following table identifies our director nominees and sets forth their principal occupation and business experience during the last five years and their ages as of May 16, 2024.
Nominees for Election as Class I Directors
| Name | Positions and Offices Held with the Company | Director Since | Age | | Anne-Marie Martin | Director | 2022 | 52 | | David Meek | Director | 2024 | 60 |
Nominees for Election as Class I Directors
Anne-Marie Martin, Ph.D. Dr. Martin has served as a member of our board of directors since March 2022. Dr. Martin currently serves as Senior Vice President, Global Head of the Experimental Medicine Unit at GlaxoSmithKline plc (“GlaxoSmithKline”) and has held this position since August 2020. She previously served as Senior Vice President, Global Head of Precision Medicine at Novartis from February 2016 to July 2020. Prior to her position at Novartis, she was Vice President, Head of Biomarker Research & Diagnostic Development at Adaptimmune Therapeutics plc (“Adaptimmune”), from May 2015 to February 2016. Prior to Adaptimmune, Dr. Martin held various roles of increasing responsibility at GlaxoSmithKline between March 2005 and April 2015. Additionally, she served as a board observer for Freenome Holdings, Inc., a private biotechnology company, from August 2019 to July 2020. She received her undergraduate degree in biomedical sciences from Sheffield Hallam University and holds a Ph.D. in Immunogenetics from MCP-Hahnemann University. We believe that Dr. Martin is qualified to serve on our board of directors due to her extensive experience in the biotechnology and pharmaceutical sectors. David Meek David Meek has served as a member of our board of directors since May 2024. Mr. Meek served as Chief Executive Officer and as a member of the board of directors of Mirati Therapeutics, Inc., a commercial-stage oncology biotech company, from September 2021 to August 2023. He previously served as the Chief Executive Officer and board member of FerGene, Inc., a private biotechnology company, from January 2020 to March 2021. From July 2016 to January 2020, Mr. Meek served as Chief Executive Officer and board member of Ipsen S.A. (“Ipsen”), a public global biopharmaceutical company based in France. Prior to joining Ipsen, Mr. Meek held executive leadership roles including serving as Executive Vice President and President of Oncology at Baxalta Incorporated from 2014 to 2016 leading up to the acquisition by Shire plc, and serving as Chief Commercial Officer of Endocyte, Inc. from 2012 to 2014. He also served in executive leadership roles at Novartis Pharmaceuticals Corporation and Novartis Oncology from 2005 to 2012, after beginning his career at Johnson & Johnson, Inc. and Janssen Pharmaceuticals, Inc. from 1989 to 2004. Mr. Meek currently serves on the board of directors of Fusion Pharmaceuticals Inc., a public biotech company, and uniQure N.V., a public biotech company. From 2016 to 2020, Mr. Meek served on the boards of Pharmaceutical Research & Manufacturers of America and European Federation of Pharmaceutical Industries & Associations. He also previously served on the board of directors of Entasis Therapeutics Inc. from June 2019 to July 2022, when it was acquired by Innoviva, Inc. Mr. Meek holds a B.A. from the University of Cincinnati. We believe Mr. Meek is qualified to serve on our board of directors due to his extensive experience in the biotechnology and pharmaceutical industries.
Directors Continuing in Office
Directors Continuing in Office The following table identifies our continuing directors and sets forth their principal occupation and business experience during the last five years and their ages as of May 16, 2024.
Directors Continuing in Office
| Name | Position and Offices Held with the Company | Director Since | Class and Year in Which Term Will Expire | Age | | Anthony Rosenberg | Director | 2017 | Class II – 2025 | 70 | | David P. Ryan, M.D. | Director | 2022 | Class II – 2025 | 58 | | Nadim Ahmed | President, Chief Executive Officer and Director | 2021 | Class III – 2026 | 56 | | Stephen Webster | Director | 2022 | Class III – 2026 | 63 |
Class II Directors (Term Expires at the 2025 Annual Meeting of Stockholders)
Class II Directors (Term Expires at the 2025 Annual Meeting of Stockholders) Anthony Rosenberg Mr. Rosenberg has served as a member of our board of directors since August 2017 and as the Chairperson of our board of directors since April 2020. Currently, Mr. Rosenberg serves as the Chief Executive Officer of TR Advisory Services GmbH, a consultancy firm advising on business development, licensing, and mergers and acquisitions. From April 2015 to April 2020, Mr. Rosenberg served as a Managing Director of MPM. From January 2012 to February 2015, Mr. Rosenberg served as Corporate Head of M&A and Licensing at Novartis. Mr. Rosenberg currently serves on the board of directors of argenx SE and Oculis Holding AG. Previously, Mr. Rosenberg served on the board of directors of Radius Health, Inc. He also serves on the board of two private companies. Mr. Rosenberg holds a B.Sc. from the University of Leicester and a M.Sc. Physiology from the University of London. We believe that Mr. Rosenberg is qualified to serve as a member of our board of directors due to his extensive tenure in biotech operations and strategic management. David P. Ryan, M.D. Dr. Ryan has served as a member of our board of directors since November 2022. Since 2012, Dr. Ryan has served as Clinical Director and Chief of the Massachusetts General Hospital (“MGH”), Cancer Center. He has held increasing roles of responsibility at MGH since 1998, specializing in the research and treatment of patients with cancer. Additionally, Dr. Ryan is currently a Shelby Memorial Professor of Medicine in the Field of Cancer Therapeutics at Harvard Medical School and serves on the board of the College of the Holy Cross. Dr. Ryan is also a member of the American Society for Clinical Oncology and serves as an advisor to Boehringer Ingelheim and both MPM and BioImpact Capital, an affiliate manager of MPM. Dr. Ryan holds a M.D. from Columbia College of Physicians and Surgeons and a B.A. from the College of the Holy Cross. We believe that Dr. Ryan is qualified to serve as a member of our board of directors due to his extensive experience in oncology clinical research.
Class III Directors (Term Expires at the 2026 Annual Meeting of Stockholders)
Class III Directors (Term Expires at the 2026 Annual Meeting of Stockholders) Nadim Ahmed Mr. Ahmed has served as our President and Chief Executive Officer and member of our board of directors since October 2021. Before joining the Company, Mr. Ahmed served as President, Hematology at Bristol Myers Squibb (“BMS”), from November 2019 through January 2021. Prior to this, he served in increasing roles of responsibility at Celgene Corporation (“Celgene”) from March 2010 to November 2019, most recently as the President, Global Hematology & Oncology. Prior to his tenure at Celgene, Mr. Ahmed served in increasing roles of responsibility at GlaxoSmithKline from June 1998 through March 2010, most recently as the Senior Marketing Director, Hematologic Oncology Franchise. Mr. Ahmed holds a Master of Science degree from Loughborough University and a Bachelor of Science degree from University College London. We believe that Mr. Ahmed is qualified to serve as a member of our board of directors due to his extensive leadership experience in the biopharmaceutical industry. Stephen Webster Mr. Webster has served as a member of our board of directors since September 2020. Mr. Webster served as the Chief Financial Officer of Spark Therapeutics, Inc., a gene therapy company, from July 2014 until its acquisition by Roche Holding AG for $4.8 billion in December 2019. He was previously Senior Vice President and Chief Financial Officer of Optimer Pharmaceuticals Inc. from July 2012 until its acquisition by Cubist Pharmaceuticals Inc. in October 2013. Mr. Webster currently serves on the board of directors of NextCure, Inc. and Nabriva Therapeutics AG (formerly Nabriva Therapeutics plc). He previously served on the board of directors of TCR2. Mr. Webster received an A.B. in Economics from Dartmouth College and an M.B.A. in Finance from The Wharton School of the University of Pennsylvania. We believe Mr. Webster is qualified to serve as a member of our board of directors due to his extensive experience in the biopharmaceutical industry, including his prior experience as a chief financial officer and in other management positions. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified in this proxy statement, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries.
Compensation Committee
| • | reviewing and making recommendations to the board of directors with respect to director compensation; and |
Director Compensation
Director Compensation
2023 Director Compensation Table
2023 Director Compensation Table The table below shows all compensation earned by or paid to our non-employee directors during 2023. Nadim Ahmed, our Chief Executive Officer, does not receive any compensation for his services as a director and, consequently, is not included in this table. The compensation received by Mr. Ahmed during 2023 is set forth in the “Executive Compensation—2023 Summary Compensation Table.”
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash(1) | Option Awards (2)(3) | All Other Compensation | Total | | Thomas Ebeling | $55,750 | $164,452 | $— | $220,202 | | Anne-Marie Martin, Ph.D. | $—(4) | $164,452 | $— | $164,452 | | Anthony Rosenberg | $93,250 | $164,452 | $27,133(5) | $284,835 | | David P. Ryan, M.D. | $43,750 | $—(6) | $— | $43,750 | | Stephen Webster | $63,500 | $164,452 | $4,289(5) | $232,241 |
2023 Director Compensation Table
| (1) In June 2023, the compensation committee approved a revised schedule of non-employee director cash retainers to align with the director cash retainers provided at our peer companies based on information provided by Compensia. The amounts represent payment of board fees at the previously-set fees for one quarter of the year and the revised fees for three quarters of the year. |
2023 Director Compensation Table
| (2) Amounts represent the aggregate grant date fair value of options to purchase shares of our common stock granted to our non-employee directors in 2023, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to value the options for this purpose are set forth in Note 9 to our consolidated financial statements included in our 2023 Annual Report. |
2023 Director Compensation Table
| (3) As of December 31, 2023, the aggregate number of shares of our common stock subject to outstanding option awards held by our non-employee directors was as follows: Mr. Ebeling, 126,949 shares; Dr. Martin, 55,330 shares; Mr. Rosenberg, 250,609 shares; Dr. Ryan, 26,150 shares; and Mr. Webster, 68,014 shares. |
2023 Director Compensation Table
| (4) Dr. Martin does not receive cash retainer fees due to her agreement with the Company. |
2023 Director Compensation Table
| (5) Consists of reimbursement of travel expenses. |
2023 Director Compensation Table
| (6) Dr. Ryan commenced service as a director in November 2022 and therefore was ineligible for an Annual Grant in 2023 under the terms of our non-employee director compensation policy, as described below. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Under our non-employee director compensation policy, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairperson of our board of directors receives an additional annual retainer for such service. The fees are designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. In June 2023, the following increases to cash retainers for service on our board were approved based on market data of director compensation levels at our peer companies provided by Compensia: (i) the annual cash retainer for directors and the additional annual retainer for the non-executive chairman were increased from $35,000 to $40,000 and from $30,000 to $33,000, respectively, and (ii) the annual cash retainers for serving as the chairperson and a member of the Nominating and Corporate Governance Committee were increased from $8,000 to $10,000 and from $4,000 to $5,000, respectively. The schedule of non-employee director cash retainers in effect as of December 31, 2023 is set forth below.
Non-Employee Director Compensation Policy
| | Annual Retainer | | Board of Directors: | | | Members | $40,000 | | Additional retainer for non-executive chairperson | $33,000 | | Audit Committee: | | | Members (other than chairperson) | $7,500 | | Chairperson | $15,000 | | Compensation Committee: | | | Members (other than chairperson) | $5,000 | | Chairperson | $10,000 | | Nominating and Corporate Governance Committee: | | | Members (other than chairperson) | $5,000 | | Chairperson | $10,000 |
Non-Employee Director Compensation Policy
In addition, our non-employee director compensation policy provides that, upon initial election to our board of directors, each non-employee director will be granted an option to purchase shares of our common stock with a grant date fair value of $275,000 (the “Initial Grant”). The Initial Grant vests in equal installments on the first, second and third anniversaries of the grant date, subject to continued service as a director through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continues as a non-employee director following such meeting will be granted an option to purchase shares of our common stock with a grant date fair value of $165,000 (the “Annual Grant”). The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Directors are not entitled to the Annual Grant until they have been on the board for a full year. Initial Grants and Annual Grants vest in full upon the sale of the Company. We reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the board of directors and committees. Under the non-employee director compensation policy, the aggregate amount of compensation, including both equity compensation and cash compensation, paid to a non-employee director in any year for service as a director may not exceed $500,000 ($750,000 for the year in which the non-employee director is initially elected or appointed to our board of directors).
2023 Summary Compensation Table
2023 Summary Compensation Table The following table presents total compensation awarded to, earned by or paid to our named executive officers for services rendered to us in all capacities during the years listed below.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards (2) | Option Awards(2) | All Other Compensation | Total | | Nadim Ahmed(3) President and Chief Executive Officer | 2023 | $648,900 | $389,340 | $1,202,270(4) | $1,645,420 | $122,276(5) | $4,008,206 | | | 2022 | $618,000 | $370,800 | $2,762,750(6) | $— | $148,977(5) | $3,900,527 | | Jeffrey Jones, M.D. Chief Medical Officer | 2023 | $492,200 | $236,256 | $680,400(4) | $960,948 | $51,865(7) | $2,421,669 | | Jeffrey Trigilio(8) Former Chief Financial Officer | 2023 | $474,600 | $404,811 | $532,980(4) | $748,739 | $43,203(9) | $2,204,333 | | | 2022 | $452,000 | $260,352 | $510,000(4) | $686,288 | $15,634(9) | $1,924,274 |
2023 Summary Compensation Table
| (1) The amounts reported for 2023 and 2022 represent discretionary cash bonuses paid by us based on our named executive officers’ performance during such fiscal year. Additionally, for Mr. Trigilio, the amounts reported for 2023 and 2022 include a cash retention bonus for his continued service through August 2022, February 2023 and August 2023 in the amounts of $180,800 for 2023 and $45,200 for 2022. |
2023 Summary Compensation Table
| (2) The amounts reported represent the aggregate grant date fair value of the stock option and restricted stock unit (“RSUs”) awards granted to the named executive officers during 2023 and 2022, respectively, computed in accordance with FASB ASC Topic 718, disregarding the effects of estimated forfeitures. The assumptions used to value the stock option and market-based RSU awards for this purpose are set forth in Note 9 to our consolidated financial statements included in our 2023 Annual Report. Service-based RSUs are valued based on the closing price of our common stock on the grant date. |
2023 Summary Compensation Table
| (3) Mr. Ahmed also serves as a member of our board of directors but does not receive any additional compensation for his service as a director. |
2023 Summary Compensation Table
| (4) The amounts reported for 2023 for Mr. Ahmed and Dr. Jones and for both 2023 and 2022 for Mr. Trigilio represent the grant date fair value of their respective service-based RSUs, which were valued based on the closing price of our common stock on the grant date. |
2023 Summary Compensation Table
| (5) The amount reported for Mr. Ahmed for 2023 includes commuting and related travel expenses of $37,608, the use of a corporate apartment valued at $43,304, a housing allowance of $24,000, and 401(k) matching contributions of $16,500. The amount reported for Mr. Ahmed for 2022 includes commuting and related travel expenses of $46,343, a housing allowance of $87,000, and 401(k) matching contributions of $15,250. The housing allowance reported for 2022 reflects $15,000 in housing expenses for the portion of 2021 that Mr. Ahmed was employed by us but that were not paid to Mr. Ahmed until early 2022. |
2023 Summary Compensation Table
| (6) The amount reported represents the grant date fair value of Mr. Ahmed’s market-based RSUs based upon the probable achievement level of the corporate stock price metrics associated with the award at the time of grant. |
2023 Summary Compensation Table
| (7) The amount reported for Dr. Jones for 2023 includes commuting and related travel expenses of $34,501 and 401(k) matching contributions of $16,500. |
2023 Summary Compensation Table
| (8) Mr. Trigilio’s employment with the Company was terminated effective as of March 29, 2024. |
2023 Summary Compensation Table
| (9) The amount reported for Mr. Trigilio for 2023 includes commuting and related travel expenses of $25,839 and 401(k) matching contributions of $16,500. The amount reported for Mr. Trigilio for 2022 includes 401(k) matching contributions of $15,250. |
2023 Outstanding Equity Awards at Fiscal Year End Table
2023 Outstanding Equity Awards at Fiscal Year End Table The following table presents the outstanding equity awards held by each of our named executive officers as of December 31, 2023.
2023 Outstanding Equity Awards at Fiscal Year End Table
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price | Option expiration date | Number of shares or units that have not vested | Market value of shares or units that have not vested(1) | 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(1) | | Nadim Ahmed | 1,467,916 | 1,242,084(2) | $21.12 | 10/17/2031 | — | — | — | — | | | 43,958 | 167,042(2) | $11.03 | 2/22/2033 | — | — | — | — | | | — | — | — | — | — | — | 53,750(3) | 547,713 | | | — | — | — | — | 86,292(4) | 879,315 | — | — | | Jeffrey Jones | 98,541 | 116,459(5) | $14.34 | 2/28/2032 | — | — | — | — | | | 25,000 | 95,000(2) | $11.34 | 2/17/2033 | — | — | — | — | | | — | — | — | — | 47,500(6) | 484,025 | — | — | | Jeffrey Trigilio | 182,473 | 47,418(5) | $4.30 | 10/28/2030 | — | — | — | — | | | 106,943 | 39,722(5) | $21.00 | 12/30/2030 | — | — | — | — | | | 34,375 | 40,625(2) | $13.60 | 2/11/2032 | — | — | — | — | | | 19,479 | 74,021(2) | $11.34 | 2/17/2033 | — | — | — | — | | | — | — | — | — | 20,313(7) | 206,989 | — | — | | | — | — | — | — | 37,209(6) | 379,160 | — | — |
2023 Outstanding Equity Awards at Fiscal Year End Table
| (1) Amounts shown are based on a price of $10.19 per share, which was the closing market price of our common stock as reported on the Nasdaq Global Select Market on the last trading day of the year, December 29, 2023. |
2023 Outstanding Equity Awards at Fiscal Year End Table
| (2) Represents an option to purchase shares of our common stock, which vests in 48 monthly equal installments, generally subject to the named executive officer’s continued service through each vesting date. |
2023 Outstanding Equity Awards at Fiscal Year End Table
| (3) Represents shares of common stock underlying market-based RSUs granted on March 5, 2022, which vest three years from the grant date in an amount to be determined based on the price per share of our common stock at such time, assuming the Company achieves its corporate stock price metrics at the threshold achievement level. |
2023 Outstanding Equity Awards at Fiscal Year End Table
| (4) Represents shares of common stock underlying service-based RSUs granted on February 22, 2023, which vest in 48 monthly equal installments, generally subject to the named executive officer’s continued service through each vesting date. |
2023 Outstanding Equity Awards at Fiscal Year End Table
| (5) Represents an option to purchase shares of our common stock, which vests as follows: 25% of the shares underlying the option vest on the first anniversary of the vesting commencement date and the remaining shares vest in 36 equal monthly installments thereafter, generally subject to the named executive officer’s continued service through each vesting date. |
2023 Outstanding Equity Awards at Fiscal Year End Table
| (6) Represents shares of common stock underlying service-based RSUs granted on February 17, 2023, which vest in 48 monthly equal installments, generally subject to the named executive officer’s continued service through each vesting date. |
2023 Outstanding Equity Awards at Fiscal Year End Table
| (7) Reflects shares of common stock underlying service-based RSUs granted on February 11, 2022, which vest in 48 monthly equal installments, generally subject to the named executive officer’s continued service through each vesting date. |