DEF 14A of Candel Therapeutics, Inc.
Filed May 30, 2024 · FY20230001193125-24-150379
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS Our board of directors currently consists of ten 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 III DIRECTORS
| • | the Class I directors are Renee Gaeta, Gary J. Nabel, M.D., Ph.D., and Joseph C. Papa, and their terms will expire at the annual meeting of stockholders to be held in 2025; |
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS
| • | the Class II directors are Edward J. Benz, Jr., M.D., Paul B. Manning and Paul Peter Tak, M.D., Ph.D., FMedSci, and their terms will expire at the annual meeting of stockholders to be held in 2026; and |
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS
| • | the Class III directors are Estuardo Aguilar-Cordova, M.D., Ph.D., Nicoletta Loggia, Ph.D., R.Ph., Christopher Martell and Diem Nguyen, Ph.D., M.B.A. and their terms will expire at the Annual Meeting. |
PROPOSAL NO. 1 – ELECTION OF CLASS III 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) or more of the outstanding shares then entitled to vote in an annual 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 Dr. Loggia, Mr. Martell, and Dr. Nguyen for election as Class III directors at the Annual Meeting. The nominees are presently directors, and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our board of directors. After careful consideration and evaluation, the board of directors has decided not to fill the vacancy on the board of directors created by the expiration of the term of Estuardo Aguilar-Cordova, M.D., Ph.D., at the Annual Meeting. Accordingly, after the Annual Meeting, Dr. Aguilar-Cordova will cease to be a director of the Company and our board of directors will consist of nine members. Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or 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. Although the nominating and corporate governance committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of the board of directors, the nominating and corporate governance committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, demographic background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.
Board Diversity Matrix
Board Diversity Matrix
Board Diversity Matrix
| | As of May 30, 2024 | | | | | Total Number of Directors | 10 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 6 | — | 1 | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | 1 | — | — | — | | Hispanic or Latinx | — | 1 | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | 1 | | | |
Board Diversity Matrix
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 our Company and our board of directors.
Nominees for Election as Class III Director
Nominees for Election as Class III Director The following table identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and age as of May 30, 2024.
Nominees for Election as Class III Director
| Name | Positions and Offices Held with Candel Therapeutics, Inc. | Director Since | Age | | Nicoletta Loggia, Ph.D., R.Ph. | Director | 2023 | 56 | | Christopher Martell | Director | 2018 | 45 | | Diem Nguyen, Ph.D. | Director | 2021 | 52 |
Nominees for Election as Class III Director
Nicoletta Loggia, Ph.D., R.Ph., has served as a member of Candel’s board of directors since June 2023. Dr. Loggia also serves as chief technical officer of Orchard Therapeutics plc (Nasdaq: ORTX), a position she has held since September 2021. Prior to that, from 2004 to August 2021, Dr. Loggia served in various positions at Novartis AG (NYSE: NVS), most recently as Global Head of Cell and Gene Therapies from April 2020 to August 2021, as Global Head of Technical Development Biologics and Cell Gene Therapies from January 2019 to April 2020, and as Global Head of Technical Development of Novel Biologic Entities and Early Phase Project Management from 2015 until December 2018. Earlier in her career, Dr. Loggia served as a Formulation Senior and Principal Scientist at Pfizer (NYSE: PFE). Dr. Loggia is also an advisory board member of Sarcura GmbH, a position she has held since May 2022. Dr. Loggia received her master’s degree in Chemistry and Pharmaceutical Technologies, and her Ph.D. in Pharmaceutical Technologies, from the University of Pavia. Dr. Loggia also received her accreditation from the Startup Board Member Academy of the École polytechnique fédérale de Lausanne. We believe Dr. Loggia’s experience and expertise in biopharmaceutical manufacturing and technical operations provides her with the appropriate set of skills to serve as a member of our board of directors. Christopher Martell has served as a member of Candel’s board of directors since November 2018. Mr. Martell is the manager of GTAM1 2012 ADV LLC and an investor at Martell Capital. Previously, Mr. Martell was a Partner at PBM Capital in 2018. Prior to joining PBM Capital, Mr. Martell had an 18-year career at J.P. Morgan where he was a managing director in the Healthcare Investment Banking and Mergers and Acquisitions groups. He led the execution of a wide range of transactions including mergers and acquisitions, spin-offs and corporate separations, initial public offerings and equity and debt financings for medical device, life science tool and diagnostic, pharmaceutical and biotechnology companies. Mr. Martell graduated from Yale University with a B.A. in Ethics, Politics and Economics. We believe Mr. Martell’s broad financial and investment banking experience, financial and transactional expertise and acumen in mergers and acquisitions and complex financial transactions provides him with the appropriate set of skills to serve as a member of our board of directors. Diem Nguyen, Ph.D., M.B.A., has served as a member of Candel’s board of directors since July 2021. Dr. Nguyen serves as the Chief Executive Officer of SIGA Technologies, Inc. (Nasdaq: SIGA), a position she has held since January 2024. Prior to that, from October 2020 to January 2024, Dr. Nguyen served as the Chief Executive Officer and member of the board of directors of Xalud Therapeutics, Inc., a private biotechnology company, which is majority-owned by PBM Capital. Previously, Dr. Nguyen was the Executive Vice President of PPD, Inc. a leading global clinical research organization providing drug development services, a position she held from April 2018 to April 2020. Beginning in 2008, Dr. Nguyen held various leadership roles at Pfizer Inc. (NYSE: PFE), last serving as Global President, Americas of Pfizer Essential Health from January 2017 to March 2018. Dr. Nguyen is a director at Verrica Pharmaceuticals Inc. (Nasdaq: VRCA), Vitara Biomedical, Inc. and Children’s Hospital of Philadelphia. She received a B.A. in Chemistry with Specialization in Biochemistry and a Ph.D. in Biochemistry and Molecular Genetics from the University of Virginia, and an M.B.A. in General Management from the University of Virginia’s Darden Graduate School of Business Administration. We believe that Dr. Nguyen’s managerial, commercial and medical experience in the pharmaceutical industry provides her with the appropriate set of skills to serve as a member of our board of directors. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate.
Directors Continuing in Office
Directors Continuing in Office The following table identifies our directors continuing in office, and sets forth their principal occupation and business experience during the last five years and their ages as of May 30, 2024.
Directors Continuing in Office
| Name | Positions and Offices Held with Candel Therapeutics, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | Renee Gaeta | Director | 2022 | Class I—2025 | 43 | | Gary J. Nabel, M.D., Ph.D. | Director | 2022 | Class I—2025 | 70 | | Joseph C. Papa | Director | 2022 | Class I—2025 | 68 | | Edward J. Benz, Jr., M.D | Director | 2017 | Class II—2026 | 78 | | Paul B. Manning | Director | 2018 | Class II—2026 | 68 | | Paul Peter Tak, M.D., Ph.D., FMedSci, | Director | 2020 | Class II—2026 | 64 |
Class I Directors (Term Expires at 2025 Annual Meeting)
Class I Directors (Term Expires at 2025 Annual Meeting) Renee Gaeta has served as a member of Candel’s board of directors since August 2022. Ms. Gaeta serves as the Chief Financial Officer of Shockwave Medical (Nasdaq: SWAV), a position she has held since February 2024. Prior to that, from July 2021 to February 2024, Ms. Gaeta served as Chief Financial Officer of Eko Devices, Inc., a private company focused on cardiopulmonary digital health solutions, a position she has held since July 2021. Prior to that, from July 2017 to July 2021, Ms. Gaeta was Chief Financial Officer at Establishment Labs Holdings, Inc., a publicly traded global medical device company focused on aesthetic technologies. From August 2014 to June 2017, Ms. Gaeta was Vice President and Corporate Controller at Sientra, Inc., a publicly traded global medical aesthetics company, where she was a member of the executive team and headed the finance department. From 2004 to 2014, Ms. Gaeta worked at KPMG, LLP, or KPMG. Ms. Gaeta held various positions at KPMG, most recently as an Advisory Director in the Transactions and Restructuring Group. Ms. Gaeta also served as a director of SeaSpine Holdings Corp (Nasdaq: SPNE) from February 2019 until January 2023, when it was acquired by Orthofix Medical Inc. (Nasdaq: OFIX). Ms. Gaeta received her B.S., cum laude, in Accounting from Loyola Marymount University and is a Certified Public Accountant in the State of California. We believe Ms. Gaeta’s extensive experience and expertise in financial operations, particularly in the medical device industry, provide her with the appropriate set of skills to serve as a member of our board of directors. Gary J. Nabel, M.D., Ph.D., has served as a member of Candel’s board of directors since August 2022. Dr. Nabel, a renowned virologist and immunologist, has served as Chief Innovation Officer of OPKO Health, Inc., or OPKO Health (Nasdaq: OPK), and as a member of its board of directors since May 2022. Dr. Nabel also serves as President and Chief Executive Officer of ModeX Therapeutics, Inc., or ModeX, a wholly-owned subsidiary of OPKO Health, since November 2020 when he co-founded ModeX prior to its merger with OPKO Health. Dr. Nabel previously served as Chief Scientific Officer and Senior Vice President of Sanofi, S.A. from 2012 to November 2020, where he directed the breakthrough laboratory that developed tri-specific products now in early clinical development. He was the founding director of the National Institute of Health’s Vaccine Research Center, working on vaccines and broadly neutralizing antibodies against HIV, influenza, SARS, Ebola, Chikungunya and Epstein-Barr virus. He was previously an investigator at the Howard Hughes Medical Institute at the University of Michigan from 1987 to 1999. In recognition of his expertise at the forefront of virology, immunology, gene therapy and molecular biology, Dr. Nabel was elected to the National Academy of Medicine, is a fellow of the American Association of Physicians and the American Academy of Arts Sciences, and was awarded the Geoffrey Beene Builders of Science Award from Research!America. He has served on the board of Siga Technologies, Inc. (Nasdaq: SIGA) since 2021. Dr. Nabel graduated magna cum laude from Harvard College in 1975 and completed his Ph.D. in 1980 and his M.D. two years later, each from Harvard, followed by a post-doctoral fellowship at the Whitehead Institute. We believe Dr. Nabel’s broad experience in leadership roles and expertise in the pharmaceutical and biotechnology industries provide him with the appropriate set of skills to serve as a member of our board of directors. Joseph C. Papa has served as a member of Candel’s board of directors since August 2022. Mr. Papa serves as the Chief Executive Officer of Emergent BioSolutions (NYSE: EBS), a position he has held since February 2024. Mr. Papa previously served as the interim Chief Executive Officer of Bausch + Lomb Corporation (NYSE: BLCO) from July 2022 to March 2023, and he previously served as chairman of the board of directors and Chief Executive Officer of Bausch + Lomb Corporation from May 2022 to July 2022. Mr. Papa also served as chairman of the board of directors and Chief Executive Officer of Bausch Health Companies Inc. (NYSE: BHC) from May 2016 to May 2022. Mr. Papa has more than 35 years of experience in the pharmaceutical, healthcare and specialty pharmaceutical industries, including 20 years of branded prescription drug experience. He served as the Chief Executive Officer of Perrigo Company plc, or Perrigo, from 2006 to April 2016, where he also served as chairman of the board of directors from 2007 to April 2016. Prior to joining Perrigo, Mr. Papa served from 2004 to 2006 as chairman and Chief Executive Officer of the Pharmaceutical and Technologies Services segment of Cardinal Health, Inc. From 2001 to 2004, he served as President and Chief Operating Officer of Watson Pharmaceuticals, Inc., or Watson. Prior to joining Watson, Mr. Papa held management positions at DuPont Pharmaceuticals, Pharmacia/Searle and Novartis AG. Mr. Papa joined the board of directors of Prometheus Biosciences, Inc. (Nasdaq: RXDX), a publicly traded biopharmaceutical company, in August 2020, and previously served as a director of Smith & Nephew plc (NYSE: SNN), a publicly traded medical device company, from 2008 to April 2018. Mr. Papa holds a B.S. in pharmacy from the University of Connecticut and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management. We believe Mr. Papa’s substantial leadership experience in the pharmaceutical industry provides him with the appropriate set of skills to serve as a member of our board of directors.
Class II Directors (Term Expires at 2026 Annual Meeting)
Class II Directors (Term Expires at 2026 Annual Meeting) Edward J. Benz, Jr., M.D., has served as a member of Candel’s board of directors since September 2017. Dr. Benz is the President and CEO Emeritus of the Dana-Farber Cancer Institute and a member of the Dana-Farber Cancer Institute Board of Directors. Dr. Benz is an expert in blood disorders and is board certified in both hematology and internal medicine. He is an active clinical hematologist and a National Institutes of Health, or NIH, funded researcher with a focus on the molecular basis and genetics around inherited blood disorders. From October 2000 until his retirement in October 2016, Dr. Benz served as President and CEO of Dana-Faber Cancer Institute and the Richard and Susan Smith Professor of Medicine and Professor of Genetics at Harvard Medical School. Prior to his role at Dana-Farber, Dr. Benz served as chairman for the Department of Medicine and Sir William Osler Professor of Medicine at Johns Hopkins University School of Medicine, as well as physician in chief at Johns Hopkins Hospital. Dr. Benz has also served as President of the American Society of Hematology, the Association of American Cancer Institutes, the American Society for Clinical Investigation, the American Clinical and Climatological Society, and the Friends of the National Institute of Nursing Research. Over the course of his career, Dr. Benz has authored more than 300 articles, books, reviews and abstracts and has received numerous awards. Dr. Benz serves on the board of directors of Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH), and CoRegen, Inc., and he serves on our Research Advisory Board. Dr. Benz previously served on the board of directors of F Star Therapeutics, Inc. (formerly Nasdaq: FSTX) and Renovacor (formerly NYSE: RCOR). We believe Dr. Benz’s experience in the field of hematology and blood disorders provides him with the appropriate set of skills to serve as a member of our board of directors. Paul B. Manning has served as a member of Candel’s board of directors since November 2018. Mr. Manning currently serves as the Chief Executive Officer of PBM Capital Group, LLC, or PBM Capital, a private equity investment firm in the business of investing in healthcare and life-science related companies, which he founded in 2010. Mr. Manning is a member of the board of directors of Liquidia Corporation (Nasdaq: LQDA) and Taysha Gene Therapies, Inc. (Nasdaq: TSHA), and he currently serves as Chairman of the board of directors of Verrica Pharmaceuticals Inc. (Nasdaq: VRCA). He previously served on the board of directors of Dova Pharmaceuticals, Inc., a biopharmaceutical company, from September 2016 to November 2019, and AveXis, Inc., a gene therapy company, from April 2014 to May 2018. Mr. Manning received a B.S. in microbiology from the University of Massachusetts. We believe Mr. Manning’s 30 years of managerial and operational experience in the healthcare industry and as an investor in healthcare related companies provides him with the appropriate set of skills to serve as a member of our board of directors. Paul Peter Tak, M.D., Ph.D., FMedSci, has served as President and Chief Executive Officer and as a member of the board of directors of Candel since September 2020. He received his medical degree cum laude from the Free University in Amsterdam and was trained as an internist, rheumatologist and immunologist at Leiden University Medical Center, where he also received his Ph.D. He has been Clinical Associate Professor of Medicine at the University of California San Diego. Next, he served as Professor of Medicine and founding Chair of the Department of Clinical Immunology and Rheumatology at the Academic Medical Centre/University Medical Center Amsterdam. During this time, he founded Arthrogen b.v., a biotech company focused on gene therapy. He has published over 590 papers in peer-reviewed journals and received numerous awards. He has been elected Honorary Senior Visiting Fellow at the University of Cambridge and Fellow of the Academy of Medical Sciences (U.K.). At GSK plc, formerly known as GlaxoSmithKline, or GSK (NYSE: GSK), he served as Senior Vice President, Chief Immunology Officer, and Global Development Leader from 2011 to 2018. In his role as Global Head of a cluster of Therapy Area Units at GSK (Dermatology, ImmunoInflammation, Infectious Disease, and Oncology), he oversaw the creation of a portfolio of new medicines, including anti-CCL17 antibody, gepotidacin, belimumab sc (approved in 2017 [Benlysta® sc]), mafodotin (approved in 2020 [Blenrep®]), cabotegravir/rilpivirine (approved in 2021 [Cabenuva®]), and tapinarof (acquired by Dermavant Sciences; approved in 2022 [VTAMAR®]). He was the Chair of the Scientific Review Board, the governing body accountable for the scientific assessment of GSK’s R&D portfolio. He was also the President and CEO of Tempero Pharmaceuticals, which was integrated into GSK in 2015. From 2018 to 2020, Dr. Tak served as venture partner at Flagship Pioneering and also as President and CEO of Kintai Therapeutics (merged with Senda Biosciences). In addition, he has served as board director of Galvani Bioelectronics, ViiV Healthcare Ltd., and Omega Therapeutics. Currently, he is also on the board of Sitryx Therapeutics (co-founder), Levicept, and Citryll. He is a 2021 PharmaVOICE100 honoree (100 most inspiring people in life sciences). We believe Dr. Tak’s scientific expertise, extensive managerial and operational experience in the biotechnology industry, and familiarity with Candel as our Chief Executive Officer provide him with the appropriate set of skills to serve as a member of our board of directors. 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 above, 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. PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS CANDEL THERAPEUTICS, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 Candel’s stockholders are being asked to ratify the appointment by the audit committee of the board of directors of KPMG LLP as Candel’s independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG LLP has served as Candel’s independent registered public accounting firm since 2019. The audit committee is solely responsible for selecting Candel’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder approval is not required to appoint KPMG LLP as Candel’s independent registered public accounting firm. However, the board of directors believes that submitting the appointment of KPMG LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain KPMG LLP. If the selection of KPMG LLP is ratified, the audit committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Candel and its stockholders. A representative of KPMG LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.
Class II Directors (Term Expires at 2026 Annual Meeting)
Candel incurred the following fees from KPMG LLP for the audit of the financial statements provided during the years ended December 31, 2023 and 2022.
Class II Directors (Term Expires at 2026 Annual Meeting)
| | 2023 | 2022 | | Audit fees (1) | $643,433 | $588,578 | | All other fees | $0 | $0 | | Total fees | $643,433 | $588,578 |
Class II Directors (Term Expires at 2026 Annual Meeting)
| (1) Audit fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included in quarterly reports, services rendered in connection with SEC registration statements, including the IPO, and services that are normally provided by KPMG LLP, such as comfort letters, in connection with statutory and regulatory filings or engagements. |
Class II Directors (Term Expires at 2026 Annual Meeting)
During our 2023 and 2022 fiscal years, no services other than those described above were provided by KPMG LLP.
Compensation Committee
| • | reviewing and recommending to the board of directors the compensation of our directors; and |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the year ended December 31, 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2023. Dr. Tak, our President and Chief Executive Officer, did not receive any additional compensation for his service as a member of our board of directors. Dr. Tak’s compensation for service as an employee for the year ended December 31, 2023 is presented in “Executive Compensation-Summary Compensation Table.” We reimburse non-employee members of our board of directors for reasonable travel and out-of-pocket expenses incurred in connection with attending board of directors and committee meetings.
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1)(2) | Total ($) | | Paul B. Manning | 70,000 | — | 13,186 | 83,186 | | Estuardo Aguilar-Cordova M.D., inf., Ph.D. | 35,000 | — | 13,186 | 48,186 | | Edward J. Benz, Jr., M.D. | 43,000 | — | 13,186 | 56,186 | | Renee Gaeta | 42,500 | — | 13,186 | 55,686 | | Nicoletta Loggia, Ph.D., R.Ph. | 19,808 | — | 32,949 | 52,757 | | Christopher Martell | 54,000 | — | 13,186 | 67,186 | | Gary J. Nabel, M.D., Ph.D. | 39,000 | — | 13,186 | 52,186 | | Diem Nguyen, Ph.D. M.B.A. | 47,500 | — | 13,186 | 60,686 | | Joseph Papa | 45,000 | — | 13,186 | 58,186 |
2023 Director Compensation Table
| (1) Represents stock options granted in 2023. In accordance with SEC rules, these columns reflect the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with Financial Accounting Standard Board ASC Topic 718 for stock-based compensation transactions. |
2023 Director Compensation Table
| (2) The following table provides information regarding the number of shares of common stock underlying stock options held by our non-employee directors that were outstanding as of December 31, 2023: |
2023 Director Compensation Table
| Name | Number of Unexercised Stock Options Outstanding as of December 31, 2023 (#) | | Paul B. Manning | 14,240 | | Estuardo Aguilar-Cordova M.D., inf., Ph.D. | 14,240 | | Edward J. Benz, Jr., M.D. | 83,404 | | Renee Gaeta | 12,657 | | Nicoletta Loggia, Ph.D., R.Ph. | 4,746 | | Christopher Martell | 46,788 | | Gary J. Nabel, M.D., Ph.D. | 12,657 | | Diem Nguyen, Ph.D. M.B.A. | 37,182 | | Joseph Papa | 12,657 |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. The fees paid to independent non-employee directors for service on our board of directors and for service on each committee of our board of directors on which the director is a member are set forth below:
Non-Employee Director Compensation Policy
| | Annual Retainer | | Board of Directors: | | | All non-employee members | $35,000 | | Additional compensation for service as non-executive chair of the board of directors | $30,000 | | Audit Committee: | | | Chair | $15,000 | | Members | $7,500 | | Compensation Committee: | | | Chair | $10,000 | | Members | $5,000 | | Nominating and Corporate Governance Committee: | | | Chair | $8,000 | | Members | $4,000 |
Non-Employee Director Compensation Policy
In addition, each non-employee director elected or appointed to our board of directors will be granted an initial one-time non-qualified stock option to purchase 28,480 shares of our common stock, based on the current fair market value of our common stock, which shall vest in equal monthly installments over three years from the date of grant, subject to continued service through such vesting date(s). In addition, at the end of each year, each non-employee director, other than a director receiving an initial equity award, will be granted a non-qualified stock option to purchase 14,240 shares of our common stock, based on the then fair market value of our common stock, which will vest and become fully exercisable upon the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to such director’s continued service as a director through such vesting date(s).
Executive Compensation Overview
* Mr. Amello resigned as Chief Financial Officer, Treasurer and Secretary and his employment with us terminated effective as of January 12, 2024. Our executive compensation program is based on a pay-for-performance philosophy. Compensation for our executive officers is composed primarily of the following main components: base salary, bonus and equity incentives in the form of stock options and restricted stock units, or RSUs. Our executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans. As we complete our transition from a private company to a publicly traded company, we intend to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require. At a minimum, we expect to review executive compensation annually with input from a compensation consultant. As part of this review process, we expect the board of directors and the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation awarded to and earned by our named executive officers for services rendered to us in all capacities during our years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Plan Compensation ($)(2) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Paul Peter Tak, M.D., Ph.D, FMedSci, Chief Executive Officer | 2023 | 670,000 | — | 176,506 | 189,558 | 134,000 | — | 314,695 | 1,484,759 | | | 2022 | 670,000 | — | 334,999 | 351,043 | 259,625 | — | 229,304 | 1,844,971 | | Francesca Barone, M.D., Ph.D. Chief Scientific Officer | 2023 | 413,005 | — | 110,534 | 89,577 | 80,560 | — | 13,200 | 706,876 | | | 2022 | 362,192 | — | 155,400 | 233,988 | 144,522 | — | 12,200 | 908,302 | | Jason A. Amello, Former Chief Financial Officer (4) | 2023 | 466,045 | — | 123,203 | 89,577 | — | — | 13,200 | 692,025 |
Summary Compensation Table
| (1) The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of share-based compensation awarded during the indicated year computed in accordance with the provisions of Financial Accounting Standards Board ASC Topic 718. See Note 11 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity awards. The amounts reported in the “Option Awards” column in 2023 include the grant date fair value of performance-based option awards granted to Dr. Tak, assuming probable achievement, which is also maximum achievement. |
Summary Compensation Table
| (2) The amounts reported reflect annual bonuses earned based upon the achievement of Company and individual performance metrics. Amounts reflected are paid in the year subsequent to the performance year. |
Summary Compensation Table
| (3) Other compensation for 2023 consists of the following: (1) 401K employer match and (2) for Dr. Tak only, $301,495 of housing and travel benefits. |
Summary Compensation Table
| (4) Mr. Amello resigned as Chief Financial Officer and his employment with the Company terminated effective as of January 12, 2024. |
Outstanding Equity Awards
Outstanding Equity Awards The following table sets forth information concerning outstanding equity awards held by our named executive officers as of December 31, 2023.
Outstanding Equity Awards
| | | | Option Awards (1) | | | | Stock Awards (1) | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 ($)(2) | | Paul Peter Tak | 10/10/2020 | 1,554,759 | 222,109(3) | — | 1.55 | 10/10/2030 | — | — | | | 2/28/2022 | 48,125 | 61,875(4) | — | 4.12 | 2/28/2032 | — | — | | | 11/28/2022 | — | — | — | — | — | 97,953(5) | 143,991 | | | 4/28/2023 | 10,000 | 50,000(6) | — | 1.29 | 4/28/2033 | — | — | | | 4/28/2023 | — | — | 60,000(7) | 1.29 | 4/28/2033 | — | — | | | 4/28/2023 | — | — | 60,000(8) | 1.29 | 4/28/2033 | — | — | | | 11/26/2023 | — | — | — | — | — | 180,108(9) | 264,759 | | Francesca Barone | 12/30/2020 | 36,616 | 12,206(10) | — | 1.55 | 12/30/2030 | — | — | | | 2/3/2022 | 18,333 | 21,667(11) | — | 4.06 | 2/2/2032 | — | — | | | 2/28/2022 | 16,041 | 20,626(4) | — | 4.12 | 2/28/2032 | — | — | | | 11/28/2022 | — | — | — | — | — | 45,438(5) | 66,794 | | | 4/28/2023 | 15,000 | 75,000(6) | — | 1.29 | 4/28/2033 | — | — | | | 11/26/2023 | — | — | — | — | — | 112,790(9) | 165,801 | | Jason A. Amello (12) | 9/21/2022 | 71,875 | 158,125(13) | — | 3.21 | 9/21/2032 | — | — | | | 11/28/2022 | — | — | — | — | — | 45,438(5) | 66,794 | | | 4/28/2023 | 15,000 | 75,000(14) | — | 1.29 | 4/28/2033 | — | — | | | 11/26/2023 | — | — | — | — | — | 125,717(9) | 184,804 |
Outstanding Equity Awards
| (1) Except as otherwise noted, each of the outstanding option and restricted stock unit, or RSU, awards in the table above was granted pursuant to our 2021 Stock Option and Grant Plan. |
Outstanding Equity Awards
| (2) Market value reflects the value of the applicable equity award, based upon the closing price for the Company’s common stock on December 29, 2023 of $1.47. |
Outstanding Equity Awards
| (3) Represents a stock option granted on October 10, 2020 pursuant to our 2015 Stock Option Plan, or the “2015 Plan”. The shares underlying this option vest as follows: 25% vested upon grant date, 25% vesting on the first anniversary of October 10, 2020, and the remainder vesting thereafter in 36 equal monthly installments, subject to Dr. Tak’s continued service on each such vesting date. |
Outstanding Equity Awards
| (4) Represents a stock option granted on February 28, 2022. The shares underlying this option vest and become exercisable in forty-eight (48) equal monthly installments following February 28, 2022, subject to the named executive officer’s continued service on each such vesting date. |
Outstanding Equity Awards
| (5) Represents RSUs. Each RSU represents a contingent right to receive one share of our common stock upon vesting and settlement. 50% of the RSUs vested on November 28, 2023, and the remaining 50% shall vest on November 28, 2024, in each case subject to the named executive officer’s continued service on such vesting date. |
Outstanding Equity Awards
| (6) Represents a stock option granted on April 28, 2023. The shares underlying this option vest and become exercisable in forty-eight (48) equal monthly installments following April 28, 2023, subject to the named executive officer’s continued service on each such vesting date. |
Outstanding Equity Awards
| (7) Represents a stock option granted on April 28, 2023. The shares underlying this option vest and become if the average closing market price of the Company’s common stock exceeds $3.00 per share for at least 20 consecutive trading days prior to the expiration of the option. |
Outstanding Equity Awards
| (8) Represents a stock option granted on April 28, 2023. The shares underlying this option vest and become if the average closing market price of the Company’s common stock exceeds $4.50 per share for at least 20 consecutive trading days prior to the expiration of the option. |
Outstanding Equity Awards
| (9) Represents RSUs. Each RSU represents a contingent right to receive one share of the Issuer’s common stock upon vesting and settlement. 50% of the RSUs vested on June 30, 2024, and the remaining 50% shall vest on December 31, 2024, in each case subject to the named executive officer’s continued service on such vesting date. |
Outstanding Equity Awards
| (10) Represents a stock option granted on December 30, 2020 pursuant to the 2015 Plan. 25% of the shares underlying this option vested and became exercisable on December 30, 2021, with the remainder vesting in twelve equal quarterly installments thereafter, subject to Dr. Barone’s continued service on each such vesting date. |
Outstanding Equity Awards
| (11) Represents a stock option granted on February 3, 2022. The shares underlying this option shall vest and become exercisable in forty-eight equal monthly installments over four years following February 3, 2022, subject to Dr. Barone’s continued service on each such vesting date. |
Outstanding Equity Awards
| (12) Mr. Amello resigned as Chief Financial Officer and his employment with the Company terminated effective as of January 12, 2024. |
Outstanding Equity Awards
| (13) Represents a stock option granted on September 21, 2022. 25% of the shares underlying this option vested and became exercisable on September 21, 2023. The remaining shares underlying this option vested in thirty-six (36) equal monthly installments following September 21, 2023 until March 31, 2024. |
Outstanding Equity Awards
| (14) Represents a stock option granted on April 28, 2023. The shares underlying this option vested and became exercisable in forty-eight (48) equal monthly installments following April 28, 2023 until March 31, 2024. |