DEF 14A of Arcturus Therapeutics Holdings Inc.
Filed Apr 25, 2025 · FY20240001193805-25-000561
Composition of the Board
Composition of the Board Our Board is currently composed of nine members. The following table sets forth the names, ages, and certain other information for our directors.
Composition of the Board
| Name | Age | Position(s) | Director Since | | Dr. Peter Farrell | 82 | Chairman of the Board | May 2018 | | Joseph E. Payne | 53 | President, Chief Executive Officer and Director | March 2013 | | Andy Sassine | 60 | Chief Financial Officer and Director | May 2018 | | James Barlow | 66 | Director | May 2018 | | Dr. Edward W. Holmes | 84 | Director | September 2019 | | Dr. Magda Marquet | 66 | Director | May 2018 | | Dr. Jing L. Marantz | 59 | Director | December 2021 | | Dr. John H. Markels | 60 | Director | December 2022 | | Dr. Moncef Slaoui, Ph.D. | 65 | Director | June 2024 |
Composition of the Board
Dr. Peter Farrell is the Chairman of our Board, a position he has held since May 2018. In addition, Dr. Farrell is the founder, former long-term CEO and current Chairman of ResMed Inc. (NYSE:RMD). Dr. Farrell has been Chairman and a director of ResMed since 1989, when the company began as a management buyout of sleep technology from Baxter Healthcare. Peter was previously Foundation Director of the University of New South Wales (UNSW) Graduate School for Biomedical Engineering (1978-89) while simultaneously serving as Vice President of Research & Development for Baxter Healthcare in Tokyo (1984-89). Dr. Farrell served on the board of directors of NuVasive, Inc., a company focused on the surgical treatment of spine disorders. Dr. Farrell serves on the board of trustees of The Scripps Research Institute in La Jolla and is Chairman of the Boston-based POC NMR diagnostic company, WaveGuide. Since July 2019, Dr. Farrell has been a director of Evolus, Inc. (EOLS). Dr. Farrell is a fellow or honorary fellow of several professional bodies, including the US National Academy of Engineering. He was inducted as 1998 San Diego Entrepreneur of the Year for Health Sciences, 2001 Australian Entrepreneur of the Year and 2005 US National Entrepreneur of the Year for Health Sciences. Dr. Farrell was appointed to the Executive Council of the division of Sleep Medicine at Harvard Medical School in 1998, was appointed Vice Chairman in 2000 (2000-2010), became Chairman in 2010 and served in that capacity for three years. He is on various academic advisory boards including UCSD’s Jacobs School of Engineering, where he was named the 2012 Gordon Fellow, UCSD’s Rady Business School and the MIT Dean of Engineering’s Advisory Council. Dr. Farrell holds a B.E. with honors in chemical engineering from the University of Sydney, an SM in chemical engineering from MIT, a PhD in bioengineering from the University of Washington, Seattle, and a DSc from UNSW for research which resulted in improved treatment for both hemodialysis and peritoneal dialysis patients. Dr. Farrell is nominated for re-election on our Board because of his significant experience as an executive and director of a number of companies in the healthcare sector. Effective July 1, 2025, Dr. Farrell will no longer be Chairman of the Board and will continue as a director. Joseph E. Payne is our President and Chief Executive Officer, positions he has held since March 2013. Mr. Payne served on our predecessor’s board since March 2013. He brings with him an exceptional track record of ushering novel therapeutics to the clinic including targeted RNA medicines utilizing lipid-mediated delivery technologies. Mr. Payne’s background includes over 20 years of successful drug discovery experience at Merck Research Labs, DuPont Pharmaceuticals, Bristol-Myers Squibb, Kalypsys, and Nitto Denko Corporation as evidenced by over 40 publications and patents, and several investigational new drug (IND) clinical candidates. His academic training includes a Bachelor’s Degree in Chemistry, magna cum laude from Brigham Young University, a Master of Science in Synthetic Organic Chemistry from the University of Calgary and Executive Training Certification from MIT Sloan School of Management. He served on the board of directors of Vallon Pharmaceuticals Inc., a public clinical-stage company focused on the development and commercialization of novel abuse-deterrent medications for CNS disorders, until April 2023. Mr. Payne is nominated for re-election on our Board because of his position as our President and Chief Executive Officer and his significant experience in the pharmaceutical sector. As a member of our executive team, Mr. Payne serves a vital function in the link between management and our Board, enabling the Board to perform its oversight function with the benefits of management’s perspective on the business. Andy Sassine has served as our Chief Financial Officer since January 2019. Mr. Sassine served as one of our directors from May 2018 until June 2019, and was reelected as a director in September 2019. Mr. Sassine serves on the board of directors of iCAD Inc. (NASDAQ:ICAD), a leading provider of advanced image analysis, workflow solutions and radiation therapy for early detection and treatment of cancer. Mr. Sassine served in various positions at Fidelity Investments from 1999 to 2012, including, most recently as Portfolio Manager. Between 2004 and 2011, he managed the Fidelity Small Cap Stock Fund, the Fidelity International Small Cap Opportunities Fund and the Fidelity Advisor International Small Cap Opportunities Fund. Mr. Sassine joined Fidelity as a high yield research analyst, covering the Telecommunications, Satellite, Technology, Defense and Aerospace, and Restaurant Industries and in 2001, joined the international group as a research analyst covering small and mid-cap international stocks. Mr. Sassine earned a Bachelor of Arts degree at the University of Iowa in 1987 and an MBA from the Wharton School at the University of Pennsylvania in 1993. Mr. Sassine is nominated for re-election on our Board because of his position as our Chief Financial Officer and his extensive knowledge and experience as a fund manager and board member of other similarly-sized companies. James Barlow is a member of the board of directors of NAHS Holding, Inc., an Employee Stock Ownership Plan company, whose affiliates provide post-acute care, subacute care, short and long-term rehabilitation, and skilled nursing in the United States. Mr. Barlow is a C-level financial executive with more than 30 years of experience leading teams in the successful strategic achievement of financial and operational goals, and expertise in domestic and international operations, financial planning, forecasting and reporting, restructurings, business development and integrations, treasury and investor relations. As an Executive Officer (Principal Accounting Officer) at Allergan, Inc. from January 2002 to March 2015, he oversaw financial due diligence, integration and structuring for all significant asset purchases, sales, business combinations and licensing transactions, the spin-off of Advanced Medical Optics, the $3.3 billion acquisition of Inamed Corporation and more than $4.5 billion in other transactions. He ensured consistent application of corporate policies and procedures and alignment with global reporting and corporate compliance requirements, made recommendations globally to improve financial operations and participated in robust financial planning/forecasting activities. Prior to joining Allergan, Mr. Barlow served as Chief Financial Officer of Wynn Oil Company, a division of Parker Hannifin Corporation, during 2001, Treasurer and Controller of Wynn’s International, Inc. from 1990 to 2000 and Vice President and Controller of Ford Equipment Leasing Company from 1986 to 1990. From 1983 to 1985 Mr. Barlow worked for the accounting firm Deloitte Haskins and Sells. Mr. Barlow received a Bachelor of Science degree in Accounting, graduating magna cum laude, from Brigham Young University and a Master of Accountancy, graduating with honors—high distinction, from Brigham Young University. He is a certified public accountant (inactive). Mr. Barlow is nominated for re-election on our Board of Directors because of his significant experience as an executive and director of a number of companies in the healthcare sector, and because of his financial and accounting expertise.
Composition of the Board
Dr. Edward W. Holmes has served as a member of our Board of Directors since September 2019. Dr. Holmes is currently a Distinguished Professor of Medicine at the University of California, Vice Chancellor/Dean of Health Sciences Emeritus at the University of California, San Diego, and CEO/President of the Sanford Consortium for Regenerative Medicine. Dr. Holmes has served as Chair of the Department of Medicine at the University of Pennsylvania, Vice President for Translational Medicine at Stanford University, and Vice Chancellor/Dean of Duke University School of Medicine. Dr. Holmes was the Executive Deputy Chairman of the Biomedical Research Council and the Executive Chairman of the National Medical Research Council in Singapore; he was a Senior Fellow in A*STAR and Advisor to the National Research Council of Singapore. He holds an appointment as the Lien Ying Chow Professor of Medicine at the Yong Loo Lin School of Medicine, National University of Singapore. For his contributions to the Singapore government, Dr. Holmes was made an Honorary Citizen in 2011, and he was awarded the President’s Science and Technology Medal in 2017. Dr. Holmes also served on the Council of Advisors for the National Institute for Diabetes, Digestive, and Kidney Diseases of the National Institutes of Health. He served as Chair of the Research Advisory Board of GlaxoSmithKline, on the scientific advisory board of Ajinomoto and on the board of directors of Tularik, Inc. He also served on the Grand Challenges Explorations Innovation Review Panel for the Gates Foundation. He has been elected to membership in the American Society for Clinical Investigation, the Association of American Physicians, Fellow of the American Association for the Advancement of Science, and a member of the United States National Academy of Medicine. Dr. Holmes holds a Doctor of Medicine degree from the University of Pennsylvania. Dr. Holmes is nominated for re-election on our Board because of his significant experience in research, medicine and genetics. Dr. Magda Marquet, Ph.D., joined our Board of Directors in 2018. Dr. Marquet has served as co-founder and co-chief executive officer of ALMA Life Sciences LLC, an early-stage healthcare investment firm, since 2013. Dr. Marquet also has been a co-founder of AltheaDx, a biotechnology company, since 2009. Dr. Marquet previously served as the co-founder and chairman of Althea Technologies from 2009 to 2019, and previously served as its co-president and co-chief executive officer from 1998 to 2009. Prior to starting Althea Technologies, Dr. Marquet held several positions in product development and pharmaceutical development in companies such as Vical and Amylin Pharmaceuticals. Dr. Marquet served on the board of directors of Pfenex from 2019 until its acquisition by Ligand Pharmaceuticals in October 2020 and now serves on the board of directors of AnaptysBio since January 2021 as well as several private company boards. Dr. Marquet holds a Ph.D. in biochemical engineering from INSA/University of Toulouse, France. Dr. Marquet is nominated for re-election on our Board because of her significant experience as an executive and director of a number of companies in the life sciences sector, and because of her management and clinical expertise. Dr. Jing L. Marantz, M.D., Ph.D., joined our Board of Directors in December 2021. Dr. Marantz has served as Chief Medical Officer of Scholar Rock Holding Corporation, a clinical stage biopharmaceutical company, since November 2022. From January 2022 to August 2022, Dr. Marantz served as Chief Business Officer of Krystal Biotech, Inc. after serving on its board for a year. From October 2020 to January 2022, Dr. Marantz served as Senior Vice President of Medical Affairs of Acceleron Pharma Inc. until its acquisition by Merck & Co., Inc. From June 2018 to September 2020, Dr. Marantz served as Senior Vice President of Medical Affairs at Alnylam Pharmaceuticals. Prior to Alnylam, Dr. Marantz has held leadership positions at Alexion, Biogen, ARIAD, and Millennium Pharmaceuticals across development, medical affairs, and business development. Previously Dr. Marantz was a management consultant with Strategic Decisions Group and briefly affiliated with Massachusetts General Hospital following a post-doctoral fellowship at the Dana-Farber Cancer Institute. Dr. Marantz received her medical training from Tongji Medical College, a Ph.D. in Biochemistry and Molecular Biology from Medical University of South Carolina, and an MBA from the University of California at Berkeley. Dr. Marantz is nominated for re-election on our Board because of her significant experience as an executive and director of a number of companies in the life sciences sector, and because of her management and clinical expertise. Dr. John H. Markels, Ph.D., joined our Board of Directors in December 2022. Dr. Markels serves on the board of directors of Sangamo Therapeutics and chairs and serves on the advisory boards for the University of California, Berkeley College of Chemistry and University of Delaware Department of Chemical and Biomolecular Engineering, respectively. Dr. Markels retired from Merck & Co., Inc. (“Merck”) in March 2022, most recently as President of Global Vaccines, where he led an integrated team dedicated to discovery and development, supply and access, and global marketing and long-term strategy for the vaccines portfolio. Earlier roles at Merck included President, Latin America from January 2018 to January 2019, SVP, Global Human Health Business Strategy from January 2017 to December 2017, Managing Director, Mexico from November 2013 to January 2017. Prior to his commercial roles, he had a long career in senior leadership positions in global manufacturing, including operations leadership for Europe, Middle East and Africa, Asia Pacific and emerging markets as well as manufacturing technology and product development roles in active pharmaceutical ingredients (API) and vaccines. Dr. Markels received his Ph.D. in chemical engineering from the University of California, Berkeley and his B.S. in chemical engineering from the University of Delaware. Dr. Markels is nominated for re-election on our Board because of his significant experience as an executive and director of a number of companies in the life sciences sector, and because of his management and expertise in the pharmaceutical, manufacturing, and technology sectors.
Composition of the Board
Dr. Moncef Slaoui, Ph.D., joined our Board of Directors in June 2024. Dr. Slaoui served as a Partner at Medicxi, a venture capital firm, from July 2017 to March 2021. In May 2020, Dr. Slaoui was appointed as chief advisor to the White House’s Operation Warp Speed initiative, the administration’s national program to accelerate the development, manufacturing, and distribution of COVID-19 vaccines, therapeutics, and diagnostics, where he served until January 2021. Dr. Slaoui served on the board of directors of Vaxcyte, Inc., a publicly traded biotechnology company (NASDAQ: PCVX), from July 2017 to March 2021 and served as the Chairman from May 2018 to March 2021. From September 1988 to July 2017, Dr Slaoui was employed at GlaxoSmithKline plc (“GSK”), a multinational pharmaceutical company (NYSE: GSK). Between 1988 and 2003, he served in various R&D leadership roles in GSK’s vaccine division. From June 2009 to June 2017, Dr. Slaoui served as the Chairman of Vaccines at GSK, and from June 2003 to June 2006, he served as head of Worldwide Business Development at GSK. From March 2006 to July 2017, he served as Chairman of GSK Pharmaceutical R&D. Dr. Slaoui currently serves on the boards of directors of private biotechnology companies, including ALTESA Biosciences and ZephyrAI. From July 2017 to May 2020, Dr. Slaoui served on the board of directors of Moderna, Inc., a biotechnology company, and from April 2020 to May 2020, Dr. Slaoui served on the board of directors of Lonza Group Ltd. From 2016 to March 2021, Dr. Slaoui served as Chairman of the board of directors of Galvani Bioelectronics, a company launched in November 2016 that GSK jointly owns with Verily Life Sciences. From 1984 to 1988, Dr. Slaoui served as a professor of Immunology at the University of Mons, Belgium. Dr. Slaoui holds a Ph.D. in Molecular Biology and Immunology from the Université Libre de Bruxelles, Belgium. Dr. Slaoui is nominated for re-election on our Board because of his depth of vaccine industry and public company experience. Effective July 1, 2025, Dr. Slaoui will become Chairman of the Board.
Compensation Committee
| • | reviews director compensation levels and practices, and recommends, from time to time, changes in such compensation levels and practices to the Board; |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees In its evaluation of director candidates, including the member or members of the Board eligible for reelection, our nominating and corporate governance committee will consider the following:
Considerations in Evaluating Director Nominees
| • | The current size and composition of our Board and the needs of the Board and its respective committees; |
Considerations in Evaluating Director Nominees
| • | Factors such as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and the like. Our nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors; and |
Considerations in Evaluating Director Nominees
| • | Other factors that our nominating and corporate governance committee may consider appropriate. |
Considerations in Evaluating Director Nominees
The nominating and corporate governance committee also focuses on issues of diversity, such as diversity in experience, international perspective, background, expertise, skills, age, gender, and ethnicity. The nominating and corporate governance committee does not have a formal policy with respect to diversity; however, our Board and the nominating and corporate governance committee believe that it is essential that members of our Board represent diverse viewpoints. Any nominee for a position on the Board must satisfy the following minimum qualifications:
Considerations in Evaluating Director Nominees
| • | The highest levels of personal and professional ethics and integrity; |
Considerations in Evaluating Director Nominees
| • | Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; |
Considerations in Evaluating Director Nominees
| • | Skills that are complementary to those of the existing Board; |
Considerations in Evaluating Director Nominees
| • | The ability to assist and support management and make significant contributions to our success; and |
Considerations in Evaluating Director Nominees
| • | An understanding of the fiduciary responsibilities required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. |
Considerations in Evaluating Director Nominees
If our nominating and corporate governance committee determines that an additional or replacement director is required, the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, Board or management. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full Board the director nominee. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our Board has the final authority in determining the selection of director candidates for nomination to our Board.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following table and related footnotes show the compensation paid during the year ended December 31, 2024 to our non-employee directors.
Director Compensation Table
| | Fees Earned | | | | | | or Paid in | Option | All Other | | | Name | Cash ($) | Awards ($) (1) | Compensation ($) | Total ($) | | Dr. Peter Farrell | 65,000 | 309,000 | — | 374,000 | | Mr. James Barlow | 65,000 | 309,000 | — | 374,000 | | Dr. Magda Marquet | 52,500 | 309,000 | — | 361,500 | | Dr. Edward W. Holmes | 57,500 | 309,000 | — | 366,500 | | Dr. Jing L. Marantz | 57,500 | 309,000 | — | 366,500 | | Dr. John H. Markels | 47,500 | 309,000 | — | 356,500 | | Dr. Moncef Slaoui | 60,000 | 519,000 | — | 579,000 |
Director Compensation Table
| (1) Represents annual option awards, which vest as set forth below in “Annual Equity Grants.” |
Narrative to Director Compensation Table
Narrative to Director Compensation Table Our director compensation policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Annual Cash Compensation The annual retainers payable to non-employee directors for service on the Board and its committees are (i) $50,000 for service on the Board, (ii) $10,000 for service on the compensation committee, (iii) $5,000 for service on the nominating and corporate governance committee, (iv) $10,000 for service on the audit committee, (v) an additional $35,000 for the Chairman of the Board, (vi) an additional $10,000 for the chairman of the compensation committee, (vii) an additional $5,000 for the chairman of the nominating and corporate governance committee, and (viii) an additional $10,000 for the chairman of the audit committee. Inaugural Equity Grants Each non-employee director who joins the board is granted an equity award of an option to purchase 15,000 shares of our common stock, which vests monthly over a two-year period from the date of grant. Annual Equity Grants Each non-employee director received an annual equity award of an option to purchase 15,000 shares of our common stock, which vests monthly over a one-year period from the date of grant. New directors receive an annual equity grant that is prorated based on the number of days until the next expected Annual Shareholder meeting to align with days of service in the year of grant.
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS
PROPOSAL NUMBER 1 ELECTION OF DIRECTORS Our Board is currently composed of nine directors. At the annual meeting, each director will be elected to our Board by the holders of our common stock. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal.
Nominees for Director
Nominees for Director Our nominating and corporate governance committee recommended for nomination and our Board nominated each of Dr. Peter Farrell, Joseph E. Payne, Andy Sassine, James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet, Dr. Jing L. Marantz, Dr. John H. Markels, and Dr. Moncef Slaoui for election as a director at the annual meeting. If elected, each will serve as a director until our next annual meeting and until his or her respective successor is duly elected and qualified. For more information concerning each of the nominees, please see the section entitled “Board of Directors and Corporate Governance.” Each of the nominees has agreed to serve if elected, and management has no reason to believe that he or she will be unavailable to serve. In the event he or she is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee who may be proposed by the nominating and corporate governance committee and designated by the present Board to fill the vacancy.
Compensation Program Objectives and Philosophy
| • | Pay for Performance. Our compensation model should deliver compensation at or above industry market levels for exceptional performance and deliver compensation below the market levels of our industry for years in which the Company does not perform well. Further, all of the time-based equity awards are granted as stock options, which we believe are also inherently performance based as they only provide value to the executive if stockholders realize a positive return on their investment. |
Core Compensation Principles and Practices
| ☒ | Pay-for-Performance. A substantial majority of the compensation awarded to our NEOs is either tied to specific company-wide goals or have been made in the form of stock option awards that will only have value if the price of our stock increases after the grant date. There were no full value equity awards that guarantee value if the stock price does not increase, also known as restricted share or restricted stock units, granted to NEOs in 2024. |
Core Compensation Principles and Practices
| ☒ | Periodic Peer Group Review. The compensation committee periodically reviews the Company’s compensation peer group and uses the market data for context, although it does not target any specific percentile. |
Core Compensation Principles and Practices
| ☒ | Double Trigger. Our severance policy (the “Severance Policy”) only provides our executive officers with acceleration of unvested equity awards held by them if they are terminated (without cause or constructively) in connection with a change of control transaction or within 18 months following a change of control transaction. We do not provide accelerated vesting of equity awards on a change in control alone. |
Core Compensation Principles and Practices
| ☒ | Reasonable Post-Employment and Change of Control Severance Arrangements. We believe that our severance arrangements with our executive officers are reasonable and in line with industry practice. |
Core Compensation Principles and Practices
| ☒ | Regular Review of Share Utilization for Equity Compensation. We regularly evaluate equity spending by reviewing overhang levels (the dilutive impact of equity compensation on stockholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares). |
Core Compensation Principles and Practices
| ☒ | Mitigate Undue Risk. We have designed our executive compensation program to mitigate undue risk associated with compensation by, among other things, awarding a substantial portion of executive compensation in the form of long-term compensation with multi-year vesting (i.e. stock options with multi-year vesting requirements). |
Core Compensation Principles and Practices
| ☒ | No Stock Option Repricing Without Stockholder Approval. Our equity incentive plans prohibit us from repricing, exchanging or otherwise providing value for underwater stock options. |
Core Compensation Principles and Practices
| ☒ | No Inclusion of the Value of Equity Awards in Severance Calculations. Our post-termination and change of control severance arrangements do not include the value of equity awards in annual compensation for purposes of determining cash severance amounts. |
Design and Elements of Our Compensation Program
| 2. | Short-Term Incentive Compensation. Each NEO was eligible to earn an incentive cash compensation payment for the 2024 performance period based on qualitative assessment of the Company’s progress against its corporate goals and his individual performance and/or contribution to such progress. The purpose is to drive short-term performance as milestones towards the goal of creating long-term value for stockholders. |
Design and Elements of Our Compensation Program
| 3. | Long-Term Incentive Compensation. Each NEO was awarded a stock option grant during 2024, subject to a time-based vesting schedule. The purpose of the stock option grants is to reward growth in the stock price without a guarantee of value if there is no stock price growth after grant, with a multi-year vesting schedule to support retention of key employees and a long-term value orientation. |
Use of Peer Company Data
Use of Peer Company Data We periodically review the compensation practices of our peer group companies identified below, and we consider the following factors: geographical region, company stage of development, company size and market capitalization. As a result of the Company having a combination of multiple drug candidates in diverse therapeutic areas, a mix of wholly-owned and partnered drug candidates, and a technology platform with the potential to enable multiple drug candidates in future years, it is very challenging to identify truly comparable companies. The peers from which benchmark compensation information was reviewed were of similar size and commercial stage. The Company’s 2024 compensation decisions were made prior to the start of the year using data from a 2022 study of similar companies with median 2022 market capitalization that was close to our 2022 market capitalization size at the time the peers were chosen. Most peer companies reviewed in 2023 were drug development and vaccine companies, as follows:
Use of Peer Company Data
| AnaptysBio Arbutus BioPharma Cytokinetics Editas Epizyme Geron Heron Therapeutics Inovio Pharmaceuticals Kura Oncology | RegenXBio Sangamo Sorrento Therapeutics Sutro BioPharma Travere Therapeutics Vaxart Viking Therapeutics WaVe Life Sci |
Use of Peer Company Data
The 2024 equity compensation decisions were made using updated peer group data as context. During 2024, the outside compensation committee and F.W. Cook, facilitated determination of the composition of our 2024 peer group used as market context for 2024 equity compensation decisions. The committee considered generally commercial stage companies with broadly similar market capitalization to recognize the expected commercial sales of ARCT-154 that began in the fourth quarter of 2024. The 2024 peer group of companies reviewed as context when determining 2024 equity compensation decisions and 2025 cash compensation decisions consisted of the following companies:
Use of Peer Company Data
| ACADIA | Ironwood | | Blueprint | Novavax | | Coherus | PTC | | Collegium | Travere | | Corcept | Ultragenyx | | Dynavax | Vanda | | Heron | Vir Biotechnology | | Insmed | |
Use of Peer Company Data
We do not set compensation at any specific level or percentile based solely on the peer group data, although we reviewed and discussed the compensation data for the peer group companies to help inform executive compensation decisions. . The peer group data is used by us as only one reference point taken into account in making compensation decisions. We do not use peer group or industry survey data as a standalone tool for setting compensation due to the unique aspects of our business and the need to attract and retain particular highly qualified executives with unique experience, skills and other individual facts and circumstances. However, we generally believe that reviewing and analyzing this information is an important component of our executive compensation decision-making process. The cash compensation of all NEOs in 2024 was at or below the median of the 2024 compensation peer group and equity award values and total compensation values was also set below the median of the 2024 peer group for all of the NEOs in this proxy.
Short-Term Incentive Compensation
Short-Term Incentive Compensation Incentive Compensation Policy. We believe that our short-term incentive compensation program (“Incentive Compensation Policy”) for the NEOs rewards the achievement of important short-term objectives that advance us toward our long-term strategic objectives. Our Incentive Compensation Policy applies to all executive officers. Consistent with our compensation philosophy of paying for performance and maintaining a flexible approach, we use the Incentive Compensation Policy to incentivize the NEOs to achieve important corporate goals while at the same time encouraging and rewarding excellent individual performance by recognizing and rewarding differences in performance between individual executives. Plan Design. The board of directors establishes important annual corporate goals each year that include clinical development, research, manufacturing, organizational and financial goals which we believe are essential to building long-term stockholder value and are used to assess annual corporate performance. The corporate objectives are not weighted formally nor were they formally tied to a cash bonus plan in 2024, so there is a degree of qualitative judgment in the final score. After 2024 corporate performance was determined, the individual performance and future contribution of NEOs was reviewed by the compensation committee in consultation with Mr. Payne (other than his own performance). Mr. Payne’s individual performance is separately reviewed by the compensation committee. Target Annual Short-Term Incentive Compensation for 2024. The NEOs were each assigned a target annual incentive for 2024 ranging from 40% to 60% of base salary. The table below shows the target annual incentive assigned by us to each NEO for 2024 both as a dollar amount and as a percentage of base salary.
Short-Term Incentive Compensation
| Name | Target Annual Incentive for 2024 ($) | Target Annual Incentive for 2024 (% of Base Salary) | | Joseph E. Payne | 417,000 | 60 | | Dr. Padmanabh Chivukula | 275,000 | 50 | | Andy Sassine | 275,000 | 50 | | Lance Kurata | 200,000 | 40 |
Short-Term Incentive Compensation
Company Performance Objectives. The Company’s 2024 corporate objectives were as follows:
Short-Term Incentive Compensation
| • | Advance Therapeutics Pipeline | | | | o | ARCT-810: Phase 2 biological POC data (i.e. biomarker changes) | | | o | ARCT-032: Phase 1b enrollment completed H1 2024; Phase 2 FDA approval to proceed H2 2024 | | | o | Publish in a high impact peer-reviewed journal | | • | Partnered Vaccine Pipeline | | | | o | Kostaive® Updated Monovalent Covid Vaccine (CSL, Meiji): JP Approval | | | o | Kostaive® Bivalent Covid Vaccine (CSL, Meiji): Phase 3 Topline Data H1 2024, JP Approval H2 2024 | | | o | Seasonal Flu Vaccine (CSL): Phase 1 enrollment complete H1 2024; Topline Data H2 2024 | | | o | Pandemic Flu Vaccine (BARDA): Initiate Phase 1 | | • | Collaboration Management | | | | o | Complete Manufacturing Technology Transfer | | | o | Strengthen Operations Leadership | | | o | Keep collaborations in good standing | | • | Non-dilutive Funds | | | | o | $100M: Includes CSL Reward Milestones, JP Covid Vaccine Revenues, CF Foundation Funding, BD activities | | | o | Upside bonus -- sale of ARCALIS equity | | • | Operations (Financial, Legal, Budget Discipline) | | | | o | Achieve Budget | | | o | SEC Filings: On-time; SOX404: Compliant | | | o | Corporate Policies / Compliance: Implementation and Monitoring | | | o | Intellectual Property: New filings and maintenance; trade secrets database, trademark registrations |
Actual Annual Incentives Earned for 2024
Actual Annual Incentives Earned for 2024 The board of directors also recognized certain accomplishments directly related to management efforts including those listed above in Company Performance Highlights. The compensation committee, in consultation with Mr. Payne, determined that the individual contribution of each NEO was critical to the Company’s successful 2024 performance. Given the Company’s corporate objectives, bonuses for 2024 were paid to each of the NEOs as follows: 88% of Mr. Payne’s target bonus, 83% of Dr. Chivukula’s target bonus, 95% of Mr. Sassine’s target bonus, and 90% of Mr. Kurata’s target bonus. The amount of each NEO’s bonus for the 2024 fiscal year is reported in the Summary Compensation Table, and all were higher than the bonuses paid in the year prior.
Long-Term Incentive Compensation: Equity Awards
Long-Term Incentive Compensation: Equity Awards In accordance with our objective of aligning executive compensation with our stockholders’ interests, our current long-term incentive program for the NEOs generally consists of an annual award of equity compensation that is subject to a multi-year vesting or earn-out schedule. We believe that equity compensation is an effective tool for aligning the interests of our NEOs with the interests of our stockholders. Stock options are our preferred form of long-term incentive compensation because we believe they are inherently performance-based, with value delivered only if the price of our common stock appreciates following the grant. The value of options reported as long-term incentive compensation awards to the NEOs during 2024 was lower than the value reported in the Summary Compensation Table of the 2023 proxy statement for all NEOs, and the grant values provided to all NEOs was below the median of the 2024 compensation peer data available to the Company at the time awards were made.
Equity Compensation Policy
Equity Compensation Policy While we do not have a formal written policy in place with regard to the timing of certain equity awards in relation to the disclosure of material nonpublic information, our Board and the compensation committee of the Board do not seek to time equity grants to take advantage of information, either positive or negative, about our Company that has not been publicly disclosed. It has been our practice generally to grant initial equity awards to our officers and non-employee directors in connection with their hiring or appointment to the Board, as applicable. We generally intend to issue equity awards to our officers at approximately the same time each year, typically in close proximity to the end of the fiscal year. In addition, non-employee directors generally receive grants of initial and annual equity awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of our stockholders, respectively, pursuant to our director compensation policy. Option grants generally are effective on the date the award determination is made by the compensation committee or the Board, as the case may be, and the exercise price of options is typically based upon the Fair Market Value of our common stock as defined in our 2019 Omnibus Equity Incentive Plan, as amended and restated (the “2019 Plan”). During the fiscal year ended December 31, 2024, we did not award any equity awards to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report.
Severance and Change of Control Benefits
Severance and Change of Control Benefits If the employment of an NEO is terminated by us without cause or by the NEO for a designated good reason outside of the context of a change of control transaction, the NEO would be entitled to severance benefits under his employment agreement with the Company. These severance benefits include a cash severance payment based on the NEO’s then-current base salary and a pro rata amount of his annual incentive bonus, and payment of COBRA premiums. In order to attract and retain these NEOs in a competitive environment for highly skilled senior executive talent in the biotechnology and pharmaceutical industry and to provide an incentive to obtain a broad release of claims in favor of the Company, we determined it was beneficial to offer each of them severance protection in the case of a termination without cause or constructive termination outside the context of a change of control transaction. These NEOs would also be entitled to certain termination benefits upon a termination of employment because of death or disability. In April 2021, after consulting with the compensation committee’s independent compensation consultant, the Board adopted a written Severance Policy covering all senior executives of the Company. Termination and change of control payments under the Severance Policy are without duplication of any severance payments provided for in an individual employment agreement (such that the higher amount would apply). The primary changes effected by the Severance Policy are to (i) implement new and more internally equitable amounts for cash severance, (ii) make certain clean-up changes to the severance provisions in the NEOs’ employment agreements (the “Employment Agreements”), and (iii) require non-solicitation and non-disparagement restrictive covenants as a condition of receiving severance. Pursuant to the Severance Policy, the NEOs are entitled to certain severance benefits if their employment is terminated in connection with a change of control. Severance benefits under the Severance Policy are structured on a “double-trigger” basis, meaning that the executive must experience a termination without cause or resign for a specifically defined good reason in connection with the change of control in order for severance benefits to become payable under the Severance Policy. Like the severance benefits under the Employment Agreements, we believe that these change of control severance benefits are an important element of a competitive total compensation program. Additionally, we believe that providing change of control benefits should eliminate, or at least reduce, any reluctance of our NEOs and other key employees covered by the Severance Policy to diligently consider and pursue potential change of control opportunities that may be in the best interests of our stockholders. At the same time, by providing change of control benefits only upon the occurrence of an additional triggering event occurring in connection with the change of control transaction resulting in a job loss, we believe that this Severance Policy helps preserve the value of our key personnel for any potential acquiror. Under the Severance Policy, the executive would be entitled to accelerated equity award vesting if their employment is terminated within 18 months of a change of control. The other severance benefits under the Severance Policy are generally similar to the severance benefits described above, provided that (i) the executive is also entitled to a lump sum payment in an amount equal to his target annual bonus for the year of termination, (ii) pro-rata target bonus for the year of termination, and (iii) Company-paid COBRA coverage is extended by several additional months. The “Potential Payments Upon Termination or Change of Control” section below describes and quantifies the severance and other benefits potentially payable to the NEOs.
Summary Compensation Table
Summary Compensation Table Our named executive officers (“NEOs”) for the year ended December 31, 2024, which consist of all individuals who served as our principal executive officer and principal financial officer during 2024 and our two other most highly compensated executive officers who were serving as executive officers at the end of the last completed fiscal year, are Joseph E. Payne, our President and Chief Executive Officer; Dr. Padmanabh Chivukula, our Chief Scientific Officer and Chief Operating Officer; Andy Sassine, our Chief Financial Officer, and Lance Kurata, our Chief Legal Officer.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Joseph E. Payne | 2024 | 695,000 | 367,000 | 2,635,000 | — | 3,697,000 | | President and Chief Executive Officer, Director | 2023 | 698,000 | 208,500 | 3,986,000 | — | 4,892,500 | | | 2022 | 630,000 | 504,000 | 4,460,000 | — | 5,594,000 | | Dr. Padmanabh Chivukula | 2024 | 550,000 | 228,000 | 807,000 | — | 1,585,000 | | Chief Scientific Officer, Chief Operating Officer | 2023 | 550,000 | 137,500 | 2,491,000 | — | 3,178,500 | | | 2022 | 525,000 | 262,500 | 2,318,500 | — | 3,106,000 | | Andy Sassine | 2024 | 550,000 | 261,000 | 807,000 | — | 1,618,000 | | Chief Financial Officer, Director | 2023 | 550,000 | 137,500 | 1,495,000 | — | 2,182,500 | | | 2022 | 525,000 | 301,875 | 2,318,500 | — | 3,145,375 | | Lance Kurata | 2024 | 500,000 | 180,000 | 807,000 | — | 1,487,000 | | Chief Legal Officer | 2023 | 500,000 | 100,000 | 1,495,000 | — | 2,095,000 | | | 2022 | 435,000 | 304,500 | 442,500 | — | 1,182,000 |
Summary Compensation Table
(1) Bonuses in this column were the cash bonuses approved by the Board and/or compensation committee of the Board after reviewing completion and progress against the corporate goals for 2024. (2) Amounts shown in this column do not reflect take-home or salable value from the options granted, but rather reflects a theoretical present value of the grant opportunity computed in accordance with FASB ASC 718. The actual economic value that may be realized by the applicable NEO could be quite different than the amounts shown and is currently not equal to the amounts shown. Includes the value of stock options determined using the grant date fair value computed in accordance with FASB ASC 718. See Note 2 to the consolidated financial statements of the Company for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024 in the Form 10-K filed by the Company on March 6, 2025, for additional description of the assumptions used in the valuation.
2024 GRANTS OF PLAN-BASED AWARDS
2024 GRANTS OF PLAN-BASED AWARDS The following table provides certain information regarding the December 2024 options which represent equity awards approved and granted to our named executive officers during the fiscal year ended December 31, 2024. These equity awards were granted under the Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended.
2024 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Option Awards ($)(1) | | Joseph Payne | 12/16/2024 | 196,000 | 16.24 | 2,635,000 | | Dr. Padmanabh Chivukula | 12/16/2024 | 60,000 | 16.24 | 807,000 | | Andy Sassine | 12/16/2024 | 60,000 | 16.24 | 807,000 | | Lance Kurata | 12/16/2024 | 60,000 | 16.24 | 807,000 |
2024 GRANTS OF PLAN-BASED AWARDS
(1) Represents the grant date and approval date fair values of option awards granted during the fiscal years ended December 31, 2024, calculated in accordance with FASB ASC Topic 718.
2024 OPTION EXERCISES AND STOCK VESTED
2024 OPTION EXERCISES AND STOCK VESTED None of the NEOs exercised any options during the fiscal year ended December 31, 2024. None of the NEOs held any restricted stock awards during the fiscal year ended December 31, 2024.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL See “Current Agreements With Our Named Executive Officers” for a description of the circumstances that would trigger payments or the provision of other benefits to each of our named executive officers in connection with their termination without cause or resignation for good reason in connection with a change in control. See “Termination and Change of Control Potential Payments and Benefits Table” for details on the amounts of such payments. Under the employment agreements with our named executive officers, “good reason” constitutes a resignation from employment with the Company in connection with the occurrence of any of the following without the executive’s prior written consent: (i) a material reduction in the executive’s base salary, unless pursuant to a salary reduction program applicable generally to the Company’s senior executives; (ii) a material reduction in the executive’s duties (including responsibilities and/or authorities), provided that (A) a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless the executive’s new duties are materially reduced from the prior duties, and (B) a reduction in duties which results from the hiring of an individual not previously employed by the Company to serve as its President and/or Chief Executive Officer shall not be deemed a “material reduction” (e.g., where an executive undertakes temporary additional responsibilities until a President and/or Chief Executive Officer is appointed); or (iii) relocation of the executive’s principal place of employment to a place that increases the executive’s one-way commute by more than 50 miles as compared to the executive’s then-current principal place of employment immediately prior to such relocation. In order for an executive to resign for good reason, each of the following requirements must be met: (i) the executive must provide written notice to the Board within 30 days after the first occurrence of the event giving rise to good reason setting forth the basis for the executive’s resignation, (ii) the executive must allow the Company at least 30 days from receipt of such written notice to cure such event, (iii) such event is not reasonably cured by the Company within such 30 day period (the “Cure Period”), and (iv) the executive must resign from all positions the executive then holds with the Company not later than 30 days after the expiration of the Cure Period. Effective May 1, 2021, the Board adopted a written Severance Policy covering all senior executives of the Company. Termination and change of control payments under the Severance Policy will not duplicate any severance payments provided for in an individual employment agreement (such that the higher amount would apply). For a summary of the Severance Policy, see “Severance and Change of Control Benefits.” Pursuant to the Severance Policy, in order to receive any payments upon a termination or change of control, our named executive officers must execute a general release of all known and unknown claims, as drafted in the Company’s discretion, in a severance agreement acceptable to the Company within the applicable deadline set forth therein, but in no event later than twenty-one days following the executive’s termination date, and permit the release to become effective and irrevocable in accordance with its terms. Options granted to our officers and certain of our directors may contain acceleration provisions upon certain merger, acquisition, or change of control transactions. If the relationship between us and an executive officer or a director is terminated, except for cause (as defined in the various option plan agreements), options that are vested will generally remain exercisable for ninety days or thirty-six months after such termination depending on whether the options were granted to an executive officer or director. Generally, any benefits conferred on an executive officer as a result of a change of control require such officer to execute a signed and dated general release of known and unknown claims in a termination agreement acceptable to the Company.
TERMINATION AND CHANGE OF CONTROL POTENTIAL PAYMENTS AND BENEFITS TABLE
TERMINATION AND CHANGE OF CONTROL POTENTIAL PAYMENTS AND BENEFITS TABLE The amounts disclosed in the table below are based on the payments and benefit costs that would have been incurred by the Company if the named executive officer's employment had terminated as of the last business day of the fiscal year ended December 31, 2024. The amounts included below do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. Where applicable, the value of one of our shares of common stock on December 31, 2024 was $16.97, which was the closing market price of our common stock on the Nasdaq on such date.
TERMINATION AND CHANGE OF CONTROL POTENTIAL PAYMENTS AND BENEFITS TABLE
| | | Change of Control | | | Name | Involuntary Termination without Cause or Resignation for Good Reason ($) | Involuntary Termination without Cause or Resignation for Good Reason(1) ($) | Accelerated Vesting upon qualifying termination or if Award not Assumed, Substituted or Continued by the Acquiring Entity(2) ($) | | Joseph Payne(4) (5) | | | | | Cash Severance | $1,409,500 | 1,409,500 | — | | Equity Treatment | — | — | 7,356,495 | | Health and Welfare | $13,700 | 13,700 | — | | TOTAL | $1,423,200 | 1,423,200 | 7,356,495 | | Dr. Padmanabh Chivukula(3) (5) | | | | | Cash Severance | $778,000 | 778,000 | — | | Equity Treatment | — | — | 2,789,444 | | Health and Welfare | $9,100 | 9,100 | — | | TOTAL | $787,100 | 787,100 | 2,789,444 | | Andy Sassine(3)(5) | | | | | Cash Severance | $811,000 | 811,000 | — | | Equity Treatment | — | — | 3,319,756 | | Health and Welfare | $9,100 | 9,100 | — | | TOTAL | $820,100 | 820,100 | 3,319,756 | | Lance Kurata(3)(5) | | | | | Cash Severance | $680,000 | 680,000 | — | | Equity Treatment | — | — | 2,715,200 | | Health and Welfare | $9,100 | 9,100 | — | | TOTAL | $689,100 | 689,100 | 2,715,200 |
TERMINATION AND CHANGE OF CONTROL POTENTIAL PAYMENTS AND BENEFITS TABLE
(1) See above in “Potential Payments Upon Termination or Change in Control” for the definition of "good reason" under the employment agreements with our NEOs. (2) Under the Severance Policy, the NEOs are entitled to accelerated equity award vesting if their employment is terminated or they resign for good reason within 18 months of a change of control. (3) For Cash Severance, amount represents the payment of an amount equal to 12 months of the employee’s annual base salary, as well as (i) for involuntary termination without cause or resignation for good reason not in connection with a change of control, a lump sum payment of the pro rata portion of the executive’s annual bonus for the year of termination or resignation based actual performance (a “Performance Bonus”), and (ii) for involuntary termination without cause or resignation with good reason in connection with a change of control, a Performance Bonus and a lump sum payment in an amount equal to the executive’s target annual bonus for the year of termination or resignation (a “Target Bonus”). For Health and Welfare, amount represents the estimated value of providing the employee and their dependents with health benefits for 12 months following the date of termination or resignation for good reason. This amount is calculated based on the current market rate of COBRA premiums in California. (4) For Cash Severance, amount represents the payment of an amount equal to 18 months of the employee’s annual base salary, as well as (i) for involuntary termination without cause or resignation for good reason not in connection with a change of control, a Performance Bonus, and (ii) for involuntary termination without cause or resignation with good reason in connection with a change of control, a Performance Bonus and a Target Bonus. For Health and Welfare, amount represents the estimated value of providing the employee and their dependents with health benefits for 18 months following the date of termination or resignation for good reason. This amount is calculated based on the current market rate of COBRA premiums in California. (5) For Equity Treatment, amount represents the estimated value of accelerated vesting of stock options subject to outstanding stock options upon a termination or resignation for good reason prior to December 31, 2024.
CEO PAY RATIO
CEO PAY RATIO For 2024, Mr. Payne’s total annual compensation as disclosed in the Summary Compensation Table was $3,697,000, and the total annual compensation for our median employee was $269,150, resulting in a pay ratio of 13.7 (the “Pay Ratio”). To identify the median employee and calculate the annual total compensation of the median-paid employee, we determined (i) the total number of part-time and full-time individuals employed at any point during fiscal year 2024, and (ii) the sum of the salary, bonus, and share-based compensation incurred for each employee. We believe the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, our pay ratio may not be comparable to the pay ratios reported by other companies.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission 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 officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our NEOs to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted under the rules promulgated by the Securities and Exchange Commission. 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 Disclosure
| Year | Summary Compensation Table Total for Joseph E. Payne(1) ($) | Compensation Actually Paid to Joseph E. Payne(1)(2)(3)($) | Average Summary Compensation Table Total for Non-PEO NEOs(1)($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3)($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2024 | 3,696,808 | (2,140,684) | 1,562,907 | (1,198,861) | 156.12 | 113.84 | (80.9) | | 2023 | 4,892,500 | 9,794,227 | 2,485,333 | 4,673,949 | 290.06 | 115.42 | (29.7) | | 2022 | 5,594,000 | 2,673,712 | 3,125,688 | 1,256,688 | 156.03 | 111.27 | 9.3 | | 2021 | 960,000 | 62,056 | 676,000 | 232,220 | 340.48 | 124.89 | (203.7) | | 2020 | 12,861,500 | 14,070,814 | 6,286,144 | 6,715,139 | 399.08 | 125.69 | (72.1) |
Pay Versus Performance Disclosure
| 1. | Joseph E. Payne was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2020 | 2021 | 2022 | 2023 | 2024 | | Andy Sassine | Andy Sassine | Andy Sassine | Andy Sassine | Andy Sassine | | Dr. Padmanabh Chivukula | Dr. Padmanabh Chivukula | Dr. Padmanabh Chivukula | Dr. Padmanabh Chivukula | Dr. Padmanabh Chivukula | | Lance Kurata | Lance Kurata | | Lance Kurata | Lance Kurata | | Dr. Steven Hughes | Dr. Steven Hughes | | | |
Pay Versus Performance Disclosure
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect 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 Disclosure
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Option Awards column are the amounts from the Option Awards column set forth in the Summary Compensation Table. |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Joseph E. Payne ($) | Exclusion of Option Awards for Joseph E. Payne ($) | Inclusion of Equity Values for Joseph E. Payne ($) | Compensation Actually Paid to Joseph E. Payne ($) | | 2024 | 3,696,808 | (2,634,808) | (3,202,684) | (2,140,684) | | 2023 | 4,892,500 | (3,986,000) | 8,797,727 | 9,794,227 | | 2022 | 5,594,000 | (4,460,000) | 1,539,712 | 2,673,712 | | 2021 | 960,000 | — | (897,944) | 62,056 | | 2020 | 12,861,500 | (11,911,500) | 13,120,814 | 14,070,814 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,562,907 | (806,574) | (1,955,194) | (1,198,861) | | 2023 | 2,485,333 | (1,827,000) | 4,215,616 | 4,673,949 | | 2022 | 3,125,688 | (2,318,500) | 449,500 | 1,256,688 | | 2021 | 676,000 | — | (443,780) | 232,220 | | 2020 | 6,286,144 | (5,744,206) | 6,173,201 | 6,715,139 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Joseph E. Payne ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Joseph E. Payne ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Joseph E. Payne ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Joseph E. Payne ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Joseph E. Payne ($) | Total - Inclusion of Equity Values for Joseph E. Payne ($) | | 2024 | 2,402,707 | (4,085,364) | — | (1,520,027) | — | (3,202,684) | | 2023 | 4,736,522 | 3,347,013 | — | 714,192 | — | 8,797,727 | | 2022 | 4,561,826 | (1,919,615) | 456,861 | (1,559,360) | — | 1,539,712 | | 2021 | — | (1,395,948) | — | 498,004 | — | (897,944) | | 2020 | 9,175,385 | 2,564,309 | — | 1,381,120 | — | 13,120,814 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 735,523 | (1,960,718) | — | (729,999) | — | (1,955,194) | | 2023 | 2,170,906 | 1,680,605 | — | 364,105 | — | 4,215,616 | | 2022 | 2,374,286 | (1,174,650) | 258,888 | (1,009,024) | — | 449,500 | | 2021 | — | (710,024) | — | 266,244 | — | (443,780) | | 2020 | 4,943,576 | 840,321 | — | 389,304 | — | 6,173,201 |
Pay Versus Performance Disclosure
| 1. | The Company TSR (as defined below) assumes $100 was invested in the Company for the period starting December 31, 2020 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Disclosure
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.
Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024
Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024 The following table sets forth certain information regarding all outstanding equity awards held by our named executive officers as of December 31, 2024. None of the outstanding equity awards shown in the table below have been exercised or forfeited as of December 31, 2024. None of our named executive officers held any other equity awards from the Company as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | | Joseph Payne | 120,000 | — | 8.00 | 8/24/2028 | | | 60,000 | — | 4.99 | 2/7/2029 | | | 100,000 | — | 14.12 | 2/18/2030 | | | 175,000 | — | 99.29 | 12/18/2030 | | | 112,500 | 37,500 | 34.57 | 12/10/2031 | | | 125,000 | 125,000 | 16.92 | 12/9/2032 | | | 50,000 | 150,000 | 28.88 | 12/15/2033 | | | — | 196,000 | 16.24 | 12/16/2034 | | Dr. Padmanabh Chivukula | 80,000 | — | 8.00 | 8/24/2028 | | | 40,000 | — | 4.99 | 2/7/2029 | | | 60,000 | — | 14.12 | 2/18/2030 | | | 100,000 | — | 99.29 | 12/18/2030 | | | 63,750 | 21,250 | 34.57 | 12/10/2031 | | | 62,500 | 62,500 | 16.92 | 12/9/2032 | | | 31,250 | 93,750 | 28.88 | 12/15/2033 | | | — | 60,000 | 16.24 | 12/16/2034 | | Andy Sassine | 36,250 | — | 8.00 | 8/24/2028 | | | 100,000 | — | 4.53 | 1/1/2029 | | | 15,000 | — | 10.23 | 10/25/2029 | | | 80,000 | — | 14.12 | 2/18/2030 | | | 100,000 | — | 99.29 | 12/18/2030 | | | 63,750 | 21,250 | 34.57 | 12/10/2031 | | | 62,500 | 62,500 | 16.92 | 12/9/2032 | | | 18,750 | 56,250 | 28.88 | 12/15/2033 | | | — | 60,000 | 16.24 | 12/16/2034 | | Lance Kurata | 90,000 | — | 58.91 | 8/10/2030 | | | 25,000 | — | 99.29 | 12/18/2030 | | | 37,500 | 12,500 | 34.57 | 12/10/2031 | | | 62,500 | 62,500 | 16.92 | 12/9/2032 | | | 18,750 | 56,250 | 28.88 | 12/15/2033 | | | — | 60,000 | 16.24 | 12/16/2034 |
Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024
(1) The option award vests 25% on the one-year anniversary of the date of grant, with the remainder vesting in 36 successive equal monthly increments thereafter.
Pension Benefits
Pension Benefits None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation None of our named executive officers participate in or have account balances in qualified or non-qualified defined contribution plans or other non-qualified compensation plans sponsored by us.