DEF 14A of Zymeworks Inc.
Filed Oct 29, 2024 · FY20230001193125-24-246527
Notice of Annual Meeting of Stockholders
| Benefits and Perquisites | 50 | | Potential Payments upon Termination or Change in Control | 51 | | Summary Compensation Table | 51 | | Outstanding Equity Awards at 2023 Year End | 53 | | Pension Benefits | 54 | | Non-qualified Deferred Compensation | 54 | | Registered Retirement Savings Plan | 54 | | 401(k) Plan | 54 | | Executive Employment Arrangements and Potential Payments upon Termination or Change in Control | 54 | | Risk Management | 61 | | Equity Compensation Plan Information | 62 | | Pay Versus Performance | 63 | | DIRECTOR COMPENSATION | 67 | | Cash Compensation for Directors | 68 | | Equity Compensation for Directors | 69 | | Expense Reimbursement | 69 | | Director Compensation Table | 69 | | Compensation Committee Interlocks and Insider Participation | 70 | | OTHER MATTERS | 71 | | Stockholder Proposals or Director Nominations for 2025 Annual Meeting | 71 | | Availability of Bylaws | 71 | | 2023 Annual Report | 71 | | APPROVAL | 73 |
Board of Directors
Board of Directors Our Board of Directors is responsible for the stewardship of our company and providing oversight as to the management of our business and affairs, including providing guidance and strategic oversight to management.
Board and Committee Meetings; Executive Sessions
Board and Committee Meetings; Executive Sessions At regularly scheduled Board of Directors and committee meetings, directors review and discuss management reports regarding our performance, prospects, and plans, as well as significant opportunities and immediate issues facing us. At least once a year, our Board of Directors also reviews management’s long-term strategic and financial plans. The Chair, in consultation with the chair of any applicable committee, the lead independent director and other directors, as appropriate, establishes the agenda for meetings of the Board of Directors. Committee agendas and schedules are set by or in consultation with the committee chair. Directors are encouraged to propose agenda items, and any director also may raise at any meeting subjects that are not on the agenda. Information and other materials important to understanding the business to be conducted at Board of Directors and its committee meetings, to the extent available, are distributed in writing to the directors in advance of the meeting. Additional information may be presented at the meeting. To encourage and enhance communication among non-employee directors, and as required under applicable Nasdaq listing rules, our corporate governance guidelines provide that the independent directors will meet in executive sessions without the non-independent directors or members of management on a periodic basis but not less than two times a year. During our fiscal year ended December 31, 2023, our Board of Directors held nine meetings (including regularly scheduled and special meetings), and, except for Nancy Davidson, each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board of Directors held during the period for which he or she has been a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served. Nancy Davidson joined the Board of Directors in December 2023 and was unable to attend the December 23, 2023 special board meeting called on short notice. The table below provides the attendance record for our directors at meetings of the Board of Directors held in 2023:
Board and Committee Meetings; Executive Sessions
| Director | Attendance Record | | Carlos Campoy(1) | 5/5 | | Troy M. Cox | 9/9 | | Nancy Davidson(2) | 0/1 | | Kenneth Galbraith | 9/9 | | Susan Mahony | 8/9 | | Derek Miller(3) | 7/7 | | Kelvin Neu | 9/9 | | Hollings C. Renton | 9/9 | | Natalie Sacks(4) | 4/4 | | Lota Zoth(5) | 8/8 | | Kenneth Hillan(6) | 7/9 | | Alessandra Cesano(7) | 0/0 | | Neil Gallagher(8) | 0/0 | | Scott Platshon(9) | 0/0 |
Board and Committee Meetings; Executive Sessions
| (1) Mr. Campoy joined our Board of Directors in June 2023. |
Board and Committee Meetings; Executive Sessions
| (2) Dr. Davidson joined our Board of Directors in December 2023. |
Board and Committee Meetings; Executive Sessions
| (3) Mr. Miller joined our Board of Directors in April 2023. |
Board and Committee Meetings; Executive Sessions
| (4) Dr. Sacks resigned from our Board of Directors in June 2023. |
Board and Committee Meetings; Executive Sessions
| (5) Ms. Zoth did not stand for re-election to our Board of Directors at the 2023 annual meeting of stockholders in December 2023. |
Board and Committee Meetings; Executive Sessions
| (6) Dr. Hillan resigned from our Board of Directors in February 2024. |
Board and Committee Meetings; Executive Sessions
| (7) Dr. Cesano joined our Board of Directors in February 2024. |
Board and Committee Meetings; Executive Sessions
| (8) Dr. Gallagher joined our Board of Directors in April 2024. |
Board and Committee Meetings; Executive Sessions
| (9) Mr. Platshon joined our Board of Directors in February 2024. |
Board and Committee Meetings; Executive Sessions
We do not have a formal policy regarding attendance by members of our Board of Directors at our annual meetings of stockholders. One out of eight then-members of our Board of Directors attended our 2023 annual meeting of stockholders.
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS
Alessandra Cesano
Alessandra Cesano Dr. Cesano is 64 years old and has served as a member of our Board of Directors since February 2024. Dr. Cesano has served as the Chief Medical Officer of ESSA Pharma Inc., a pharmaceutical company developing therapies for the treatment of prostate cancer, since July 2019. Previously, Dr. Cesano was the Chief Medical Officer of NanoString Technologies, Inc., a biotechnology company that develops translational research tools, from July 2015 to July 2019, where she focused on development of translational and diagnostic multi-plexed assays for the characterization and measurement of mechanisms of immune response and resistance. Prior to NanoString, Dr. Cesano was Chief Medical Officer at Cleave Biosciences, Inc., a biopharmaceutical company focusing on protein therapies for the treatment of cancer and neurodegenerative diseases, and before that she served as Chief Medical Officer and Chief Operations Officer at Nodality, Inc., where she built and led the Research & Development group, while providing the overall clinical vision for the organization. Dr. Cesano has also held various management positions at Amgen Inc., Biogen Inc. (formerly Biogen Idec) and SmithKline Beecham Pharmaceuticals, where she helped to advance various oncology drugs through late-stage development and FDA approvals. She currently serves as associate editor for the Biomarker section of the Journal for ImmunoTherapy of Cancer and co-chair of the Society for Immunotherapy of Cancer (SITC) regulatory committee. She has been an author on more than 140 publications. Dr. Cesano has served as a director at Puma Biotechnology, Inc. since July 2022 and as a director of Summit Therapeutics Inc. since November 2022. Dr. Cesano received an M.D. summa cum laude, a board certification in oncology and a Ph.D. in Tumor Immunology from the University of Turin, Italy. The Board of Directors believes that Dr. Cesano is qualified to serve on our Board of Directors because of her extensive experience in biotechnology research and development and oncology.
Overview of Compensation Program
| • | motivate and reward our executive officers through competitive pay practices and an appropriate mix of short- and long-term incentives; |
Overview of Compensation Program
| • | Competitive Compensation Review—The compensation committee reviewed compensation practices and policies with respect to our executives against Zymeworks’ peer group of companies (as further described below), in order to allow us to place our compensation practices for these positions in a market context. This reference exercise included a review of base salary, total cash compensation and total direct compensation. |
Overview of Compensation Program
| • | Short- and Long-Term Incentive Plans—The compensation committee administers the Company’s incentive compensation plans and equity-based plans with respect to the Company’s executives, including the named executive officers. |
Overview of Compensation Program
| • | establishing the public company peer group used in the executive compensation assessment; |
Overview of Compensation Program
| • | reviewing the assessment of Zymeworks’ Board of Directors compensation program versus the market; and |
Overview of Compensation Program
| • | reviewing and approving the non-executive equity compensation program. |
Overview of Compensation Program
The compensation committee utilizes these strategies when contemplating future executive compensation matters. In 2023, Aon was retained to review the salaries, bonuses and equity plan levels and participation of executive employees, as well as equity plan levels and participation of employees below the executive level. Zymeworks’ management did not make or recommend such engagements and all such other services were approved by the compensation committee. Except as discussed below, Aon did not perform other services to the Company other than as a compensation consultant. The compensation committee determined Aon to be independent after evaluating the factors required under the applicable listing standard. Aon received $244,996 in fees in 2023 for services related to determining or recommending the amount or form of executive and non-employee director compensation. Separately, management engaged Aon to perform unrelated broad-based compensation services and risk brokerage services (which included global risk in Canada and the United States), for which Aon was paid $328,913. The compensation committee was informed about these services. Peer Companies and Use of Market Data We compare our executive compensation program to those of a group of peer companies (North American biotechnology companies of a similar size and stage of development). The first step in the process is that the compensation committee, with the support of Aon and management, reviews trends in biotechnology compensation practices and reviews and approves the list of peer companies used for benchmarking. As part of its analysis for 2023, Aon collected and analyzed compensation information from a comparative group of biotechnology companies, or peer group, approved by the compensation committee. The compensation committee evaluates the criteria used in establishing the peer group at least annually. The compensation committee seeks input from management in addition to Aon to ensure the peer group is consistent with our current business objectives and strategy. The list of peer companies is approved based on various factors including industry classification, market capitalization, headcount and stage of development. In August 2022, with assistance from Aon, the compensation committee approved a peer group consisting of publicly traded, pre-commercial biopharmaceutical companies:
Overview of Compensation Program
Based on these criteria, in August 2022, the compensation committee approved the following peer group set forth below and used this peer group to inform compensation decisions for 2023:
Overview of Compensation Program
| (1) Added to the peer group in August 2022. The following companies were deleted from the peer group approved in August 2022: Allogene Therapeutics, Inc., Athira Pharma, Inc. and Harpoon Therapeutics, Inc. |
Overview of Compensation Program
Our compensation committee uses comparative data from our peer group as a reference when setting and adjusting executive compensation, but it does not target our overall program or any particular element of compensation to be at a particular percentile compared to our peers. Rather, our compensation committee uses a range of peer group data for each executive position for which data is available, along with an assessment of each executive’s performance, criticality and tenure, to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peers.
Components of Compensation Package
| • | annual cash bonuses based on a comparison of corporate performance to pre-set goals and objectives; and |
Components of Compensation Package
| • | long-term incentives, which in 2023, consisted of grants of stock options and restricted stock units. |
Components of Compensation Package
In making 2023 compensation decisions, our compensation committee believed that each component of executive compensation must be evaluated and determined with reference to competitive market data, individual and Company-wide performance, our recruiting and retention goals, internal equity and consistency, and other information it deems relevant. As it evaluated executive compensation in 2023, the compensation committee believed that in the biopharmaceutical/biotechnology industry, long-term incentives such as stock options and restricted stock units are a primary motivator in attracting and retaining executives, in addition to salary and cash incentive bonuses. The primary components of our 2023 executive compensation program are described in more detail below. Base Salary Annual base salary is designed to provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within Zymeworks. This compensation component helps us to attract and retain highly qualified executives who have a history of proven success. In determining whether to increase the base salary for a particular executive, our compensation committee in discussions with our Chief Executive Officer (for executives other than the Chief Executive Officer) considers a variety of factors, including performance, length of service and criticality of role. The determination of base salary affects the amount of an executive’s cash bonus. The table below shows the base salaries of our named executive officers for 2023:
Components of Compensation Package
Cash Bonus The cash bonus component is designed to provide our named executive officers with annual cash incentive awards based on achievement of certain goals and objectives. The awards represent pay at risk—they result in payment only if and to the extent certain goals and objectives are met—and do not affect decisions regarding other components of compensation. This compensation component motivates and rewards our named executive officers for outstanding performance. Annual cash incentive compensation for our named executive officers is paid pursuant to the Company’s Executive Incentive Compensation Plan, which provides the compensation committee discretion to make changes to performance targets and bonus targets, to decrease, increase or eliminate bonuses and to change other terms and conditions related to annual incentive compensation, in each case as the compensation committee deems appropriate to meet the overarching retention and incentive goals associated with our executive bonus program. Named executive officers are eligible to receive an amount targeted at a pre-determined percentage of their base salary established at the beginning of each year. In January 2023, the compensation committee set annual target bonuses for each of our named executive officers as follows:
Components of Compensation Package
| Name and Principal Position | 2023 Target Bonus (% of Base Salary) | | Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors(1) | 60% | | Christopher Astle, Former Senior Vice President and Chief Financial Officer(2) | 35% | | Paul Moore, Chief Scientific Officer | 45% | | Neil Klompas, Former President and Chief Operating Officer(3) | 45% |
Components of Compensation Package
| (3) The compensation committee assigned a target bonus percentage for Mr. Klompas in January 2023. However, Mr. Klompas resigned from the positions of President and Chief Operating Officer effective June 2023. Pursuant to the Klompas Separation Agreement, Mr. Klompas was not eligible for any annual performance bonus with respect to the Company’s 2023 fiscal year. For more information regarding the Klompas Separation Agreement, see the section titled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control-Executive Employment Arrangements.” |
Components of Compensation Package
| Name and Principal Position | 2023 Bonus(1) | | Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors | $327,188 | | Christopher Astle, Former Senior Vice President and Chief Financial Officer(2) | $125,204 | | Paul Moore, Chief Scientific Officer | $182,571 | | Neil Klompas, Former President and Chief Operating Officer(3) | — |
Components of Compensation Package
| (1) Bonus amounts for all named executive officers are determined in U.S. dollars, and the table above reflects this determination in U.S. dollars. However, the 2023 bonuses for Dr. Astle and Dr. Moore were paid in Canadian dollars and the 2023 bonus for Mr. Galbraith was paid in British pounds, based on conversion rates in effect at the time of payment. |
Components of Compensation Package
| (3) Mr. Klompas resigned from the positions of President and Chief Operating Officer effective June 2023, and therefore did not receive a bonus with respect to 2023. |
Components of Compensation Package
Long-Term Incentives Our Amended and Restated Stock Option and Equity Compensation Plan (the “Equity Compensation Plan”) authorizes us to make grants to eligible recipients of stock options, restricted stock, restricted stock units and other share-based awards, to attract, retain, motivate and reward qualified directors and employees and to enable and encourage such directors and employees to acquire shares of common stock as long-term investments. In January 2023, the Company granted a mix of stock options and restricted stock units to our named executive officers. The compensation committee believes this approach aligns the interests of our executives (including those of our named executive officers) with our stockholders’ interests by rewarding for improvements in stock price over a period of time. The Company issues stock options and restricted stock units to reward for future performance and appreciation. Because stock options only have value if our stock price increases relative to the stock option’s exercise price, we consider them to be an important performance-based tool that encourages our named executive officers to focus on driving increases to stockholder value. Restricted stock units play an important role in our executive compensation program because they provide some value even during periods of stock price or market volatilities, provide retention incentives during the vesting period, and reinforce a culture of ownership. By granting restricted stock units, the Company can also reduce the dilutive effect of the equity incentive awards in the form of stock options, which benefits our stockholders over time. In addition, the vesting feature of our stock awards contributes to executive retention by providing an incentive to our executives to remain employed by us during the vesting period. For 2023, we determined that annual grants to our named executive officers in the form of a 50/50 value mix of stock options and restricted stock units was most appropriate to reflect the continued change in the market and the evolution of our compensation program away from an options-only approach. The compensation committee evaluates the long-term incentive programs for each year, and the appropriate mix of equity awards to grant to our executive officers for the applicable year. In future years, the compensation committee may approve a different mix of equity awards if it determines necessary or appropriate to achieve our compensation objectives. The option exercise price may not be less than the closing price of our common stock on the date of grant. For the 2023 stock option grants to our named executive officers, 25% of the granted options is scheduled to vest on the first anniversary of grant date (subject to continued service and any applicable acceleration of vesting provisions in their employment agreements, as described below). On the last day of each month thereafter, a further 1/36th of the total number of remaining granted options is scheduled to vest. Each restricted stock unit represents the right to receive one share of our common stock upon vesting of that unit, without the payment of an exercise price or other cash consideration for the issued shares of common stock. For the 2023 restricted stock unit grants to our named executive officers, 1/3rd of the restricted stock units are scheduled to vest on each anniversary of the grant date (subject to the named executive officer’s continued service and subject to any applicable acceleration provisions in the Equity Compensation Plan or in the named executive officer’s employment agreement). The following table shows information regarding stock option and restricted stock unit grants to each of our named executive officers made during the year ended December 31, 2023:
Components of Compensation Package
| Name | Grant Date | Restricted Stock Units Granted (#)(1) | Stock Options Granted (#)(2) | Exercise Price of Stock Options ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Kenneth Galbraith | 1/5/2023 | — | 215,000 | 8.00 | 1,194,627 | | | 1/5/2023 | 143,000 | — | — | 1,144,000 | | Christopher Astle | 1/5/2023 | — | 47,000 | 8.00 | 257,602 | | | 1/5/2023 | 31,500 | — | — | 252,000 | | Paul Moore | 1/5/2023 | — | 77,500 | 8.00 | 397,571 | | | 1/5/2023 | 51,500 | — | — | 412,000 | | Neil Klompas | 1/5/2023 | — | 87,500 | 8.00 | 328,363 | | | 1/5/2023 | 58,500 | — | — | 468,000 |
Components of Compensation Package
| (1) Restricted stock units vest in three equal annual installments beginning on January 5, 2024, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Components of Compensation Package
| (2) Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Components of Compensation Package
| (3) The exercise price of the stock options is the closing price of the Company’s stock on the Nasdaq on the grant date. |
Components of Compensation Package
| (4) The amounts set forth in this column reflect the grant date fair value for restricted stock unit awards and stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) “Notes to Consolidated Financial Statements – Stockholders’ Equity-Stock Based Compensation” included in our Annual Report on Form 10-K for our year ended December 31, 2023. |
Components of Compensation Package
Previous grants are taken into account when considering new option and restricted stock unit grants, as well as other factors such as market data, retention and incentive considerations, internal equity, Company performance and prior and expected future individual contributions. Decisions regarding long-term incentives do not affect decisions regarding other components of compensation.
Benefits and Perquisites
Benefits and Perquisites Other compensation to our named executive officers primarily consists of participation in our broad-based employee benefit plans. Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees in the entity in which they are employed, including a retirement savings plan for those employed in Canada, a 401(k) plan for those employed in the United States, and pension plans for those employed in Ireland and the United Kingdom. Our named executive officers also are eligible to participate in our employee stock purchase plan on the same terms as our other eligible employees. Currently, we do not view perquisites or other personal benefits as a material component of our executive compensation program. However, we do provide certain perquisites to our named executive officers in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make them more efficient and effective, and for recruitment and retention purposes. In addition, consistent with our philosophy regarding personal benefits, and as further described in “Executive Compensation—Executive Employment Arrangements and Potential Payments upon Termination or Change in Control,” to encourage and facilitate Dr. Moore’s relocation to Canada, we provide him with certain reimbursements for relocation expenses, as well as a gross-up to make sure such payments are tax neutral to him, tax equalization payments to neutralize any increase in his taxes as a result of his relocation, and tax preparation assistance for two years following his relocation. The compensation committee believes these benefits were appropriate to enable a smooth relocation for Dr. Moore and to allow him to keep his focus on the business rather than on the costs and burdens of the relocation. Similarly, in November 2022, we amended Dr. Astle’s employment agreement to provide certain corporate housing benefits based on need (as determined in the Company’s discretion) in the Vancouver, British Columbia metropolitan area. In addition to the corporate housing benefits, we provided for a gross-up to Dr. Astle for the impact of any tax withholding related to the corporate housing benefits. The compensation committee believes that these corporate housing benefits were important to allow Dr. Astle to be on-site at our offices in Vancouver as needed, increase his ability to work efficiently, and focus his efforts on the business rather than travel and housing considerations. We also provide certain personal benefits to Mr. Galbraith, which were negotiated as part of Mr. Galbraith’s initial January 2022 employment agreement and subsequent amendments, including the most recent amendment in January 2024. These benefits were provided in order to induce him to initially join and later to remain with the Company and to increase his ability to work efficiently. These benefits include certain housing, travel, relocation, and certain tax equalization and gross-up benefits, as described in “Executive Compensation – Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” In late 2022 and again in January 2024, we amended Mr. Galbraith’s employment agreement to extend the time period for certain benefits, as described in “Executive Compensation – Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” The compensation committee approved the extension of these benefits as it believed that doing so would assist Mr. Galbraith in the continued performance of his duties and continue to aid in his efficiency. In the future, we may continue to provide perquisites or other personal benefits in circumstances where we believe it is appropriate to assist an individual named executive officer in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment, motivation or retention purposes.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Certain of our executives, including each of our named executive officers who remain current employees, are parties to employment agreements with us which set forth conditions of employment and the payments that will be made upon termination of their employment. Additional discussion of the employment agreements with our named executive officers is set forth below under “Executive Compensation-Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” We believe that these protections are necessary to provide our valuable named executive officers with incentives to forego other employment opportunities and to maintain continued focus and dedication to their responsibilities to maximize stockholder value, including if there is a potential transaction that could involve a change in control, without undue concern that the officer will be terminated and lose his or her income and benefits. We believe the level of severance and change in control benefits provided is appropriate and is necessary to attract and retain key employees. In May 2023, in connection with Mr. Klompas’ cessation of employment with Zymeworks, we and Mr. Klompas entered into a separation agreement that provided for certain severance payments and benefits to Mr. Klompas in consideration for a release of claims in favor of us, effective June 2023. In April 2024, in connection with Dr. Astle’s cessation of employment with Zymeworks, we and Dr. Astle entered into a separation agreement that provided for certain benefits to Dr. Astle in exchange for a release of claims and compliance of certain ongoing covenants. We believe that these separation arrangements were appropriate in light of Mr. Klompas’ and Dr. Astle’s contributions to Zymeworks, and generally believe it is favorable to us to obtain a release of claims even in the event of a mutual agreement to separate from employment. We also entered into a consulting service agreement with Mr. Klompas pursuant to which he assists us with certain transitional matters. We entered into the consulting service agreement in order to provide a smooth transition of Mr. Klompas’ duties and responsibilities and to allow us to benefit from his ongoing input and expertise on certain matters. Additional discussion of these arrangements is set forth below under “Executive Compensation-Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.”
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2023 and December 31, 2022. We do not have non-qualified deferred compensation.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | All Other Compensation ($)(1) | Total ($) | | Kenneth Galbraith, Chair, President & CEO(4) | 2023 | 625,452 | 1,144,000 | 1,194,627 | 321,651 | 89,146(5) | 3,374,876 | | | 2022 | 582,481 | 879,000 | 5,044,999 | 537,728 | 81,249(6) | 7,125,457 | | Christopher Astle, Former SVP & CFO(7) | 2023 | 410,093 | 252,000 | 257,602 | 124,895 | 147,230(8) | 1,191,820 | | | 2022 | 358,749 | — | 593,772 | 203,048 | 159,436(9) | 1,315,005 | | Paul Moore, CSO(10) | 2023 | 465,784 | 412,000 | 397,571 | 182,120 | 224,762(11) | 1,682,237 | | Neil Klompas, Former President & COO(12) | 2023 | 321,568(13) | 468,000 | 328,363 | — | 1,007,801(14) | 2,125,732 | | | 2022 | 503,795(15) | — | 950,036 | 330,699 | 23,878(16) | 1,808,408 |
Summary Compensation Table
| (1) Salary, non-equity incentive plan compensation (bonuses) and amounts in the “All Other Compensation” column for all named executive officers are determined in U.S. dollars. However, 2023 and 2022 cash compensation amounts for Mr. Klompas and Dr. Astle, and a portion of 2023 cash compensation amounts |
Summary Compensation Table
| for Dr. Moore, were paid in Canadian dollars and have been converted to U.S. dollars for the purposes of the table. For 2023 and 2022, the U.S. dollar per Canadian dollar exchange rates used for such conversions were 0.7410 and 0.7685, which were the average annual Bank of Canada exchange rates for 2023 and 2022, respectively. Cash compensation amounts for Mr. Galbraith were paid in British pounds and have been converted to U.S. dollars for the purposes of the table. For 2023 and 2022 the U.S. dollar per British pound exchange rate used for such conversion were 1.2437 and 1.2354, which were the average annual Bank of Canada exchange rate for 2023 and 2022, respectively. |
Summary Compensation Table
| (2) The amounts set forth in these columns reflect the aggregate grant date fair value for restricted stock unit awards and option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. See Note 2 to the “Notes to Consolidated Financial Statements - Summary of Significant Accounting Policies - Stock-Based Compensation” and Note 10(e) “Notes to Consolidated Financial Statements - Shareholders’ Equity - Stock Based Compensation” included in our Annual Report on Form 10-K for our year ended December 31, 2023. |
Summary Compensation Table
| (3) The amounts reflect the dollar value of incentive bonuses paid in 2024 and 2023 for performance during 2023 and 2022, respectively, as discussed further above under “Executive Compensation - Components of Compensation Package - Cash Bonus.” |
Summary Compensation Table
| (4) Mr. Galbraith has served as our Chief Executive Officer and Chair of our Board of Directors since January 2022. In addition, Mr. Galbraith has served as our President since June 2023 and previously served as our President from January 2022 to August 2022. |
Summary Compensation Table
| (5) Of the total amount for 2023, (i) $53,260 represents accommodation benefits, (ii) $6,547 represents Company contributions to a defined contribution pension plan, (iii) $746 represents life insurance premiums through our group extended benefit plan, (iv) $17,593 represents airfare for immediate family members in accordance with the terms of Mr. Galbraith’s employment agreement, and (v) $11,000 represents an estimated tax equalization payment (which includes $6,000 for estimated tax gross-up) in connection with taxation attributable to the performance of work outside the United Kingdom. |
Summary Compensation Table
| (6) Of the total amount for 2022, (i) $45,724 represents accommodation benefits, (ii) $20,263 represents Company contributions to a defined contribution pension plan, (iii) $2,158 represents life insurance premiums through our group extended benefit plan, and (iv) $13,104 represents airfare for immediate family members in accordance with the terms of Mr. Galbraith’s employment agreement. |
Summary Compensation Table
| (7) Dr. Astle joined Zymeworks in April 2021 and served as our Senior Vice President and Chief Financial Officer from February 2022 until his separation from Zymeworks at the end of March 2024. |
Summary Compensation Table
| (8) Of the total amount for 2023, (i) $131,229 represents accommodation benefits (which includes $61,021 for tax gross-up), (ii) $13,289 represents Company contributions to our registered retirement savings plan, and (iii) $2,712 represents life insurance premiums through our group extended benefit plan. |
Summary Compensation Table
| (9) Of the total amount for 2022, (i) $136,960 represents accommodation benefits (which includes $63,686 for tax gross-up), (ii) $21,525 represents Company contributions to our registered retirement savings plan, and (iii) $951 represents life insurance premiums through our group extended benefit plan. |
Summary Compensation Table
| (10) Dr. Moore has served as our Chief Scientific Officer since July 2022. Dr. Moore was not a named executive officer in 2022. As such, Dr. Moore’s compensation for 2022 is not included in the table above. |
Summary Compensation Table
| (11) Of the total amount for 2023, (i) $41,496 represents accommodation benefits, (ii) $163,115 represents relocation expenses (which includes $77,334 for tax gross-up), (iii) $19,800 represents Company contributions to our 401(k) plan, and (iv) $351 represents life insurance premiums through our group extended benefit plan. |
Summary Compensation Table
| (12) Mr. Klompas served as our Chief Operating Officer and Chief Financial Officer until February 2022, as our Chief Operating Officer from February 2022 until August 2022, and as our President and Chief Operating Officer from August 2022 to June 2023. |
Summary Compensation Table
| (13) Included in the total amount for 2023 is $54,942 which represents payment of accrued vacation. |
Summary Compensation Table
| (14) Of the total amount for 2023, (i) $990,970 represents severance payments and benefits under a separation agreement, (ii) $15,998 represents Company contributions to our registered retirement savings plan and, (iii) $833 represents life insurance premiums through our group extended benefit plan. |
Summary Compensation Table
| (15) Included in the total amount for 2022 is $47,624 which represents payment of accrued vacation. |
Summary Compensation Table
| (16) Of the total amount for 2022, (i) $23,004 represents Company contributions to our registered retirement savings plan and (ii) $874 represents life insurance premiums through our group extended benefit plan. |
Outstanding Equity Awards at 2023 Year End
Outstanding Equity Awards at 2023 Year End The following table lists all outstanding equity awards granted in Canadian dollars under our Second Amended and Restated Stock Option Plan, as amended (the “Original Plan”) and equity awards granted in U.S. dollars under the Equity Compensation Plan and our Inducement Stock Option and Equity Compensation Plan (the “Inducement Plan”) held by our named executive officers as of December 31, 2023:
Outstanding Equity Awards at 2023 Year End
| | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | | Kenneth Galbraith | 1/15/2022 | 250,000 | 250,000 | 14.97 | 1/14/2023 | — | — | | | 1/5/2023 | — | 215,000 | 8.00 | 1/4/2033 | — | — | | | 12/22/2022 | — | — | — | — | 100,000(4) | 1,039,000 | | | 1/5/2023 | — | — | — | — | 143,000 | 1,485,770 | | Christopher Astle | 5/17/2021 | 11,500 | 5,750 | 26.68(5) | 5/16/2031 | — | — | | | 3/10/2022 | 57,292 | 67,708 | 7.00 | 3/9/2022 | — | — | | | 1/5/2023 | — | 47,000 | 8.00 | 1/4/2033 | — | — | | | 1/5/2023 | — | — | — | — | 31,500 | 327,285 | | Paul Moore | 7/18/2022 | 75,000 | 125,000 | 5.82 | 7/17/2032 | — | — | | | 1/5/2023 | — | 77,500 | 8.00 | 1/4/2033 | — | — | | | 1/5/2023 | — | — | 0.00 | — | 51,500 | 535,085 | | Neil Klompas | 1/1/2015 | 23,464 | — | 10.70 | 1/1/2025 | — | — | | | 1/29/2016 | 125,700 | — | 8.97 | 1/29/2026 | — | — | | | 2/3/2017 | 35,615 | — | 16.75 | 2/3/2027 | — | — | | | 6/12/2017 | 85,000 | — | 9.82 | 6/12/2027 | — | — | | | 3/19/2018 | 75,000 | — | 11.84 | 3/18/2028 | — | — | | | 1/8/2019 | 90,000 | — | 15.53 | 1/7/2029 | — | — | | | 3/27/2019 | 15,000 | — | 15.23 | 3/26/2029 | — | — | | | 3/10/2020 | 43,125 | 1,875 | 35.20 | 3/9/2030 | — | — | | | 3/10/2021 | 34,531 | 14,219 | 34.82 | 3/9/2031 | — | — | | | 3/10/2022 | 91,667 | 108,333 | 7.00 | 3/9/2032 | — | — | | | 1/5/2023 | — | 87,500 | 8.00 | 1/4/2033 | — | — | | | 3/10/2021 | — | — | — | — | 2,709 | 28,147 | | | 1/5/2023 | — | — | — | — | 58,500 | 607,815 |
Outstanding Equity Awards at 2023 Year End
| (1) Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Outstanding Equity Awards at 2023 Year End
| (2) Unless otherwise noted, restricted stock units vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant, subject to the holder’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Outstanding Equity Awards at 2023 Year End
| (3) Market value of restricted stock units that have not vested is based on the closing price of the Company’s common shares on Nasdaq on December 29, 2023, which was $10.39 per share. |
Outstanding Equity Awards at 2023 Year End
| (4) These restricted stock units vest on the third anniversary of the date of grant, subject to the holder’s continued service. Pursuant to the terms of Mr. Galbraith’s grant agreement with respect to these restricted stock units, (i) if Mr. Galbraith’s employment is terminated by the Company without cause, 100% of the restricted stock units will fully vest, and (ii) if on or within twelve months following a change of control (as defined in Mr. Galbraith’s employment agreement) or within three months prior to a change of control, Mr. Galbraith’s employment with the Company terminates due to his resignation for good reason, 100% of the restricted stock units will fully vest, in each case of (i) and (ii) subject to Mr. Galbraith having entered into a valid and enforceable settlement agreement with the Company on terms satisfactory to the Company. These restricted stock units also are subject to the applicable acceleration of vesting provisions described for Mr. Galbraith under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Outstanding Equity Awards at 2023 Year End
| (5) These options were granted with exercise prices denominated in Canadian dollars. The U.S. dollar per Canadian dollar exchange rate used to convert option exercise price to U.S. dollars was 0.7410, which was the average annual Bank of Canada exchange rate for 2023. |
Pension Benefits
Pension Benefits We do not have any qualified or non-qualified defined benefit pension plans.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation We do not have any non-qualified defined contribution plans or other deferred compensation plans.
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs” and each, a “PEO”) and our other named executive officers (our “Non-PEO NEOs”) and Company performance for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO 1(1) ($) | Summary Compensation Table Total for PEO 2(1) ($) | Compensation Actually Paid to PEO 1(1)(2)(3) ($) | Compensation Actually Paid to PEO 2(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on Total Shareholder Return (“TSR”)(4) ($) | Net Income ($ Millions) | | 2023 | — | 3,374,876 | — | 4,374,585 | 1,666,596 | 2,084,555 | 21.98 | (118.7) | | 2022 | 964,243 | 7,125,457 | (1,591,297) | 4,508,972 | 1,561,707 | 1,223,936 | 16.63 | 124. 3 | | 2021 | 5,110,637 | — | (5,886,442) | — | 2,110,702 | (1,122,209) | 34.68 | (211.8) |
Pay Versus Performance
| (1) Ali Tehrani (PEO 1) served as our President and Chief Executive Officer during all of Company fiscal year 2021 and until his resignation, which was effective as of January 15, 2022. Therefore, Dr. Tehrani was our PEO in fiscal years 2021 and 2022. Kenneth Galbraith (PEO 2) commenced employment as our President, Chief Executive Officer, and Chair of the Board of Directors on January 15, 2022, served as our Chief Executive Officer and Chair of the Board of Directors from August 4, 2022, until June 30, 2023, and has served as our President, Chief Executive Officer and Chair of the Board of Directors from June 30, 2023 through the end of 2023, and therefore was also our PEO during our fiscal years 2022 and 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance
| 2021 | 2022 | 2023 | | Neil Klompas | Neil Klompas | Neil Klompas | | Neil Josephson | Chris Astle | Chris Astle | | Anthony Polverino | | Paul Moore | | James Priour | | | | Diana Hausman | | |
Pay Versus Performance
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below for our fiscal year 2023. The Company does not sponsor any defined benefit or actuarial pension arrangements, and therefore no exclusions or exclusions for such items are reflected in the table below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards and Option Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2023 | 3,374,876 | (2,338,627) | 3,338,336 | 4,374,585 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,666,596 | (705,179) | 1,123,138 | 2,084,555 |
Pay Versus Performance
The amounts in the Inclusion of Equity Values for our fiscal year 2023 in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards for PEO 2 Granted in a Prior Fiscal Year ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in a Prior Year that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year for PEO 2 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Prior to the Vesting Date Not Otherwise Included for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2023 | 2,974,269 | 374,983 | — | (10,916) | — | — | 3,338,336 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards for Non-PEO NEOs Granted in a Prior Fiscal Year ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in a Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Granted in a Prior Year Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Prior to the Vesting Date Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 975,517 | 200,854 | — | (53,233) | — | — | 1,123,138 |
Pay Versus Performance
| (4) Assumes $100 was invested in the Company for the period starting December 31, 2020, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The written charter of our compensation committee provides that the compensation committee will review compensation for members of our Board of Directors on at least an annual basis, taking into account their responsibilities and time commitment and information regarding the compensation paid at peer companies. The compensation committee will make recommendations to our Board of Directors with respect to changes to our approach to director compensation as it considers appropriate. In November 2022, the compensation committee worked with Aon to update prior competitive assessments of our board of director compensation program. Based on these findings, in November 2022, the compensation committee recommended, and the Board of Directors approved, the following changes to the cash and equity compensation of non-employee directors:
DIRECTOR COMPENSATION
| • | The cash component for Board of Directors and committee membership was maintained at the 2022 levels, with the exception that the cash retainer fee for service as chair of the compensation committee was increased from $10,000 to $12,000, the cash retainer fee for service as a member of the compensation committee was increased from $5,000 to $6,000, the cash retainer fee for service as chair of the nominating and corporate governance committee increased from $7,500 to $8,500, and the cash retainer fee for service as a member of the nominating and corporate governance committee was increased from $3,750 to $4,250 (in each case effective January 2023); |
DIRECTOR COMPENSATION
| • | The initial option grant for new directors, to be granted on or about the time of the director joining the Board of Directors, was changed from 40,000 to 50,000 options, with the vesting schedule remaining as 1/36th of the options vesting on each monthly anniversary of the grant date, subject to the director’s continued service (effective November 2022); and |
DIRECTOR COMPENSATION
| • | The annual equity grant to directors, to be granted at or about the time of our annual meeting of stockholders, was changed from 20,000 options to 25,000 options, with the vesting schedule remaining 100% of the options vesting on the date of the next year’s annual meeting of stockholders, subject to the director’s continued service through such date (effective November 2022). |
DIRECTOR COMPENSATION
In May 2023, the Board of Directors approved, with input from the compensation committee and nominating and corporate governance committee, certain amendments to our Board of Directors compensation program to provide for: (i) full acceleration of vesting of options granted as annual equity awards in connection with our 2022 annual meeting of stockholders for directors departing on or after the restatement of the policy on May 24, 2023 and at or prior to the 2023 annual meeting of stockholders, (ii) pro rata acceleration of vesting of options granted as annual equity awards in connection with the 2023 annual meeting of stockholders for directors departing after the 2023 annual meeting of stockholders but at or before our 2024 annual meeting of stockholders, with the pro rata acceleration determined based on the number of full or partial months served as a non-employee director on and after the 2023 annual meeting of stockholders date, and (iii) extension of the post-termination exercise period for vested options held by departing directors to three years following the director’s cessation of service (or, if earlier, upon the expiration of the option). In November 2023, the compensation committees worked with Aon to again update prior competitive assessments of our board of director compensation program. Based on these findings, in November 2023, the compensation committee recommended certain changes to the non-employee director compensation program. In December 2023, the Board of Directors approved, following its annual assessment of the director compensation program and including its consideration of the input and recommendations from the compensation committee, the following changes to the cash and equity compensation of non-employee directors (as amended, the “Amended and Restated Director Compensation Policy”), which changes adjust the director compensation program to more closely align with the non-employee director compensation practices of the Company’s peer group:
DIRECTOR COMPENSATION
| • | Beginning January 1, 2024, the annual cash retainer fee for service as chair of the audit committee will be increased from $15,000 to $20,000, the annual cash retainer fee for service as a member of the audit committee will be increased from $7,500 to $10,000, the annual cash retainer fee for service as chair of the compensation committee will be increased from $12,000 to $15,000, the annual cash retainer fee for service as a member of the compensation committee will be increased from $6,000 to $7,500, the annual cash retainer fee for service as chair of the nominating and corporate governance committee will be increased from $8,500 to $10,000, the annual cash retainer fee for service as a member of the nominating and corporate governance committee will be increased from $4,250 to $5,000; |
DIRECTOR COMPENSATION
| • | Effective immediately, the initial option grants for new non-employee directors, to be granted on or about the time of the director joining the Board of Directors, were changed from options to purchase 50,000 shares of Company common stock to options to purchase 74,000 shares of Company common stock, with the vesting schedule remaining as 1/36th of the shares subject to the option vesting on each monthly anniversary of the grant date, subject to the director’s continued service; and |
DIRECTOR COMPENSATION
| • | Effective immediately, the annual equity grant to continuing non-employee directors, to be granted at or about the time of our annual meeting of stockholders, was changed from options to purchase 25,000 shares of Company common stock to 37,000 shares, with the vesting schedule remaining 100% of the shares subject to the option vesting on the date of the next year’s annual meeting of stockholders, subject to the optionee’s continued service through such date. |
DIRECTOR COMPENSATION
Following the recommendation of the compensation committee, the Board of Directors also determined to not implement stock ownership guidelines at this time. No other changes to board of director compensation were made for 2023.
Director Compensation Table
Director Compensation Table The following table presents the compensation awarded to, earned by or paid to our directors (other than Mr. Galbraith, whose compensation is provided in the Summary Compensation Table above) for the year ended December 31, 2023. Dr. Cesano, Dr. Gallagher and Mr. Platshon are not included in the table below as they did not join the Board of Directors until 2024. We do not currently have director compensation in the form of share-based awards (other than stock options), non-equity incentive plan compensation or non-qualified deferred compensation.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation | Total ($) | | Carlos Campoy | 25,875 | 483,094 | — | 508,969 | | Troy M. Cox | 51,077 | 212,754 | — | 263,831 | | Nancy Davidson | 4,333(3) | 436,683 | — | 441,016 | | Kenneth Hillan | 53,788 | 212,754 | — | 266,542 | | Susan Mahony | 49,072 | 212,754 | — | 261,826 | | Derek J. Miller | 29,480 | 504,121 | 21,545(4) | 555,146 | | Kelvin Neu(5) | 49,703 | 212,754 | — | 262,457 | | Hollings C. Renton | 51,245 | 212,754 | — | 263,999 | | Natalie Sacks | 29,391 | — | — | 29,391 | | Lota Zoth | 84,845 | — | — | 84,845 |
Director Compensation Table
| (1) The amounts set forth in this column reflect the aggregate grant date fair value for option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. See Note 2 to the “Notes to Consolidated Financial Statements - Summary of Significant Accounting Policies - Stock-Based Compensation” and Note 10(e) “Notes to Consolidated Financial Statements - Stockholders’ Equity Stock- Based Compensation” included in our Annual Report on Form 10-K for our year ended December 31, 2023. |
Director Compensation Table
| (2) As of December 31, 2023, directors held the following number of options to purchase Company common shares: (i) Mr. Campoy, 87,000; (ii) Mr. Cox, 110,000; (iii) Dr. Davidson, 74,000; (iv) Dr. Hillan, 121,425; (v) Dr. Mahony, 110,000; (vi) Mr. Miller, 87,000; (vii) Dr. Neu, 71,000; (viii) Mr. Renton, 121,425; (ix) Dr. Sacks, 78,140; and (x) Ms. Zoth, 86,117. |
Director Compensation Table
| (3) In 2023, cash compensation for non-employee directors was paid in advance for directors serving on the Board of Directors at the beginning of each of the first, second, third and fourth quarters of 2023. In the fourth quarter of 2023, the Board of Directors changed the cash compensation approach such that, going forward, cash compensation would be payable quarterly in arrears. As a result of this change, the amount included in this column for Dr. Davidson reflects the pro-rated cash compensation earned during the fiscal year ended December 31, 2023 by Dr. Davidson. |
Director Compensation Table
| (4) Mr. Miller provided consulting services to us pursuant to the Consulting Agreement (as defined above under “Governance – Board of Directors – Director Independence”) the Company entered into with Derek J Miller Consulting LLC, a limited liability company owned by Derek Miller in May 2022. The amounts set forth above reflect consulting fees paid to Mr. Miller for the year ended December 31, 2023. In total, we have paid Mr. Miller an aggregate of approximately $36,000 for such consulting services, of which (i) approximately $22,000 was paid for services rendered prior to Mr. Miller’s appointment to the Board of Directors and (ii) approximately $14,000 was paid for services rendered since Mr. Miller joined the Board of Directors. In October 2023, we entered into a Termination of Consulting Agreement and Further Amended and Restated Statement of Work #1 with Derek J Miller Consulting LLC, which provided for, among other things, the termination of the Consulting Agreement effective as of November 30, 2023. |
Director Compensation Table
| (5) Dr. Neu joined the Company’s Board of Directors in March 2020. Dr. Neu was an employee of Baker Bros. Advisors LP until January 2021. Pursuant to the terms of Dr. Neu’s employment by Baker Brothers Advisors LP, the options granted to him in 2020 were, and will continue to be, beneficially owned by Baker Bros. Advisors LP. |
1. Election of Directors
1. Election of Directors
1. Election of Directors
| For all | ☐ | Withhold all | ☐ | For all except | ☐ |
1. Election of Directors
01. Kenneth Galbraith 02. Susan Mahony 03. Kelvin Neu 04. Scott Platshon
1. Election of Directors
| | For | Against | Abstain | | 2. Advisory Vote on the compensation of our named executive officers | ☐ | ☐ | ☐ |
1. Election of Directors
| | For | Against | Abstain | | 3. Appointment of Auditors | ☐ | ☐ | ☐ |
1. Election of Directors
Ratification of the appointment of KPMG LLP, chartered professional accountants, as auditors for the year ending December 31, 2024
1. Election of Directors
| Signature of Holder | Signature(s) | Date | | I/We hereby revoke any voting instructions previously given with respect to the Meeting. If no voting instructions are indicated above the voting rights of the exchangeable shares represented by this voting instruction card will not be exercised and will not count towards a quorum at the meeting. | | MM/DD/YY |
1. Election of Directors
| | Z Y M Q | 3 7 1 6 8 4 X X X X A R 0 | 9 9 9 9 9 9 9 9 9 9 9 9 | |
1. Election of Directors
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