DEF 14A of Unicycive Therapeutics, Inc.
Filed Apr 26, 2024 · FY20230001213900-24-036716
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The Nominating and Governance Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. The Nominating and Governance Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies. Our Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals. The Nominating and Governance Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as breadth of experience, knowledge about our business and industry, diversity of viewpoint (including diversity of race, ethnicity, gender, age, education, cultural background and professional experience), career specialization, relevant technical, leadership or governance skills, or financial acumen, willingness and ability to devote adequate time and effort to the Board of Directors, ability to contribute to the Board of Directors’ overall effectiveness, and the needs of the Board of Directors and its committees. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Nominating and Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. In addition, under our corporate governance guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our corporate governance guidelines, there are no limits term that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Governance Committee considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding Board diversity. The Nominating and Governance Committee considers stockholder nominees made in accordance with our bylaws, and evaluates candidates recommended by stockholders in the same manner as all other candidates brought to the attention of the Nominating and Governance Committee. Stockholder recommendations may be submitted to the Nominating and Governance Committee in care of the Corporate Secretary at the address set forth under “Communication with Directors.”
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will elect four (4) directors to hold office until the 2025 Annual Meeting. Directors are elected by a plurality of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of the Annual Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced in accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected. Assuming a quorum is present, the four (4) nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company to serve for a one-year term. Unless marked otherwise, proxies received will be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.
Information with Respect to Director Nominees
Information with Respect to Director Nominees Listed below are the current directors who are nominated to hold office until their successors are elected and qualified, and their ages as of April 25, 2024.
Information with Respect to Director Nominees
| Name | Age | | Shalabh Gupta, M.D. | 51 | | Sandeep Laumas, M.D. | 56 | | Gaurav Aggarwal, M.D. | 51 | | Saraswati Kenkare-Mitra, Ph.D. | 56 |
Shalabh Gupta, M.D. – Chief Executive Officer, President and Director
Shalabh Gupta, M.D. – Chief Executive Officer, President and Director Shalabh Gupta, MD, is the founder of Unicycive and has served as Chief Executive Officer, President, and director since August 2016. Previously, Dr. Gupta served in various other roles, including founder and Chief Executive Officer of Biocycive Inc.; a commercial strategy role at Genentech, Inc.; equity research covering US pharmaceutical companies at UBS Investment Bank; and as an equity research role covering biotechnology companies at Rodman & Renshaw (currently H.C. Wainwright). Dr. Gupta previously served as a medical advisor to Synageva BioPharma Corporation and as an advisor to New York University (“NYU”) Langone Medical Center’s Office of Technology Transfer. Dr. Gupta is also the founder and Chief Executive Officer of Globavir, which had licensed diagnostic technology from Stanford university, which was then partnered with global commercial diagnostic companies.. Dr. Gupta is an advisor to the UCSF Innovation Center, a role he has held since 2020. Since 2012, Dr. Gupta has also been an advisor to SPARK, Stanford University School of Medicine. Dr. Gupta previously served on the board of directors of the Beall Center for Innovation and Entrepreneurship at the University of California Irvine, Paul Merage School of Business. Before his roles in business and finance, Dr. Gupta was an attending physician at NYU Medical Center and a clinical faculty member at the NYU School of Medicine. Dr. Gupta was a board-certified physician, and he currently holds a license from the California State Medical Board. Dr. Gupta completed his internship in Internal Medicine, medical residency in Physical Medicine and Rehabilitation, and research fellowship in Cardiopulmonary Rehabilitation at NYU School of Medicine. Dr. Gupta received his MPA in Health Care Finance and Management from NYU’s Robert F. Wagner Graduate School of Public Service and his MD from Jawaharlal Institute of Postgraduate Medical Education & Research, India. Dr. Gupta has been in several leadership roles throughout his academic and professional career. He was elected president of the Resident Physicians Council during his residency training, representing approximately 1,500 resident physicians in physical medicine and rehabilitation across the U.S.. He served on the Board of Directors of the Wagner Alumni Association from 2007 to 2009. He was elected to the Board of Directors of the UC Irvine Beall Center for Innovation and Entrepreneurship in 2018.
Sandeep Laumas, M.D. – Independent Director
Sandeep Laumas, M.D. – Independent Director Dr. Sandeep Laumas has served as our director since 2018. In 2008, Dr. Laumas founded Bearing Circle Capital, an investment vehicle and has served as its Managing Director since such time. Dr. Laumas has served as the Chief Financial Officer since February 2021 and Chief Business Officer since June 2020 of Instil Bio, Inc., a clinical-stage biopharmaceutical company. He served as a member of the board of directors of 9 Meters Biopharma, Inc. from May 2020 until June 2021 and previously served as the Executive Chairman from January 2014 to April 2020, including as the Chief Executive Officer from February 2019 to April 2020. Dr. Laumas began his career at Goldman Sachs & Co. in 1996 as an equity analyst in the healthcare investment banking division, working on mergers & acquisitions and corporate finance transactions, before transitioning to the healthcare equity research division. After leaving Goldman Sachs in 2000, Dr. Laumas moved to the buy side as an analyst at Balyasny Asset Management from 2001 to 2003. Dr. Laumas was a Managing Director of North Sound Capital from 2003 to 2007, where he was responsible for the global healthcare investment portfolio. Dr. Laumas has served as a member of the board of directors and chairman of the audit committee of BioXcel Therapeutics, Inc. since September 2017. Dr. Laumas has also been a director of Globavir Biosciences, Inc. since 2015. Dr. Laumas received his A.B. in Chemistry from Cornell University in 1990, his M.D. from Albany Medical College in 1995 with a research year at the Dana-Farber Cancer Institute and completed his medical internship in 1996 from the Yale University School of Medicine. We believe Dr. Laumas is qualified to serve as a member of our board of directors because his vast industry perspective in both public and private investments and financial transactions in the healthcare arena.
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation paid or accrued during the years ended December 31, 2022 and 2023 to our named executive officers:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Option Awards (2) ($) | All Other Compensation ($) | Total ($) | | Shalabh Gupta, M.D., | 2023 | 550,000 | 550,000 | 2,971,562 | - | 4,044,062 | | Chief Executive Officer | 2022 | 550,000 | 908,012 | 53,723 | - | 1,511,735 | | Pramod Gupta, Ph.D., | 2023 | 450,000 | 225,000 | 859,479 | - | 1,523,229 | | Executive VP Pharmaceutical and Business Operations | 2022 | 450,000 | 329,178 | 17,491 | - | 796,669 | | Doug Jermasek, | 2023 | 330,000 | 82,500 | 859,479 | - | 1,267,854 | | Executive VP, Corporate Strategy | 2022 | 330,000 | 100,808 | 34,357 | - | 465,165 |
Summary Compensation Table
| (1) Represents payments of discretionary bonuses for performance during the applicable years and discretionary payments as determined by the Board and as further described below in Bonus Arrangements. Bonuses in respect of fiscal year ended on December 31, 2023 have been accrued and included in the amounts reported and were paid in April 2024. | | (2) Represents the aggregate grant date fair values of stock option awards in accordance with FASB ASC No. 718-10. These values have been determined under the principles used to calculate the grant date fair market value of equity awards for purposes of the Company’s financial statements. See Note 12, “Stock-based Compensation” in the Notes to the Annual Report on Company’s Form 10-K for the year ended 2023 filed with the SEC on March 28, 2024 for more information regarding the Company’s accounting for share-based compensation plans. |
Potential Payments Upon Termination or Change In Control
Potential Payments Upon Termination or Change In Control Other than the provisions of the executive severance benefits to which our named executive officers would be entitled to on December 31, 2023 as set forth above, we have no liabilities under termination or change in control conditions. We do not have a formal policy to determine executive severance benefits. Each executive severance arrangement is negotiated on an individual basis. The table below estimates the current value of amounts payable to our named executive officer in the event that a termination of employment occurred on December 31, 2023. The closing price of our common stock, as reported on The Nasdaq Capital Market, was $0.87 on December 29, 2023. The following table excludes certain benefits, such as accrued vacation, that are available to all employees generally. The actual amount of payments and benefits that would be provided can only be determined at the time of a change in control and/or the named executive officer’s qualifying separation from our Company. The table is merely an illustrative example of the impact of a hypothetical termination of employment or change in control and qualifying termination. The amounts that would actually be paid upon a termination of employment can only be determined at the time of such termination, based on the fact and circumstances then prevailing.
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table provides information regarding awards held by each of our named executive officers that were outstanding as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| Name and Principal Position | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Option Exercise Price ($) | Option Expiration Date | | Shalabh Gupta, M.D., | 77,520(1) | 38,759 | 5.00 | 7/2031 | | Chief Executive Officer | 28,666(2) | 57,334 | 0.75 | 11/2032 | | | 1,171,194(3) | 3,513,581 | 0.75 | 8/2033 | | Pramod Gupta, Ph.D., | 52,326(4) | - | 3.27 | 10/2029 | | Executive VP Pharmaceutical and Business Operations | 23,256(5) | - | 3.27 | 12/2029 | | | 56,928(6) | 1,212 | 3.27 | 4/2030 | | | 17,442(7) | 5,814 | 7.01 | 3/2031 | | | 23,256(8) | 11,628 | 5.00 | 7/2031 | | | 9,333(9) | 18,667 | 0.75 | 11/2032 | | | 338,750(10) | 1,016,250 | 0.75 | 8/2033 | | Doug Jermasek, | 60,416(11) | 39,584 | 2.56 | 10/2031 | | Executive VP, Corporate Strategy | 18,333(12) | 36,667 | 0.75 | 11/2032 | | | 338,750(13) | 1,016,250 | 0.75 | 8/2033 |
Outstanding Equity Awards at December 31, 2023
| (1) Dr. Gupta was granted 116,279 options on July 15, 2021. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: one third of the shares vest and become exercisable on each of the first, second, and third anniversaries of the date of grant. | | (2) Dr. Gupta was granted 86,000 options on November 21, 2022. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (3) Dr. Gupta was granted 4,684,775 options on August 28, 2023. Provided Dr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (4) Mr. Gupta was granted 52,326 options on October 1, 2019. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (5) Mr. Gupta was granted 23,256 options on December 30, 2019. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (6) Mr. Gupta was granted 58,140 options on April 6, 2020. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |
Outstanding Equity Awards at December 31, 2023
| (7) Mr. Gupta was granted 23,256 options on March 1, 2021. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |
Outstanding Equity Awards at December 31, 2023
| (8) Mr. Gupta was granted 34,884 options on July 15, 2021. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: one third of the shares vest and become exercisable on each of the first, second, and third anniversaries of the date of grant. | | (9) Mr. Gupta was granted 28,000 options on November 21, 2022. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (10) Mr. Gupta was granted 1,355,000 options on August 28, 2023. Provided Mr. Gupta remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (11) Mr. Jermasek was granted 100,000 options on October 20, 2021. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (12) Mr. Jermasek was granted 55,000 options on November 21, 2022. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. | | (13) Mr. Jermasek was granted 1,355,000 options on August 28, 2023. Provided Mr. Jermasek remains a service provider to the Company, the shares vest as follows: twenty five percent of the shares vest and become exercisable twelve months from the date of grant and the remaining seventy five percent vest and become exercisable in successive equal monthly installments thereafter, until the shares become fully vested and exercisable four years from the date of grant. |
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth the total compensation paid or accrued during the year ended December 31, 2023 for each person who served as an independent non-employee director. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our Board in 2023. Directors who are also employees do not receive cash or equity compensation for service on our Board of Directors in addition to compensation payable for their service as employees of the Company. Directors are reimbursed for out-of-pocket expenses incurred for reasonable travel and other business expenses in connection with their service as directors.
Non-Employee Director Compensation
| Name | Fees earned or paid in cash ($) (1) | Stock Awards ($) | Option awards ($) (2) | Total $ | | Sandeep Laumas, M.D. | 60,625 | - | 120,394 | 181,019 | | John Ryan, M.D., Ph.D. | 75,875 | - | 71,349 | 147,224 | | Brigitte Schiller, M.D. | 27,750 | - | - | 27,750 | | Gaurav Aggarwal, M.D. | 28,750 | - | 109,831 | 138,581 | | Saraswati Kenkare-Mitra, Ph.D. | 25,750 | - | 109,831 | 135,581 |
Non-Employee Director Compensation
| (1) The amounts in this column reflect the annual cash retainer payments earned for service as a non-employee director during 2023. Dr. Laumas was paid $60,625 as compensation for services as a member of the board of directors, chairman of the audit committee, and member of the compensation committee. Dr. Ryan was paid $75,875 as compensation for services as a member of the board of directors, chairman of the compensation committee, member of the audit committee, and member of the nomination and corporate governance committee. Dr. Schiller was paid $27,750 as compensation for services, during the first and second quarters of 2023, as a member of the board of directors, chairman of the nomination and corporate governance committee, and member of the audit committee. Dr. Aggarwal was paid $28,750 as compensation for services, during the third and fourth quarters of 2023, as a member of the board of directors, chairman of the nomination and corporate governance committee, and member of the compensation committee. Dr. Kenkare-Mitra was paid $25,750 as compensation for services as a member of the board of directors, member of the audit committee, and member of the nomination and corporate governance committee. | | (2) Represents the aggregate grant date fair values of stock option awards in accordance with FASB ASC No. 718-10. These values have been determined under the principles used to calculate the grant date fair market value of equity awards for purposes of the Company’s financial statements. See Note 12, “Stock-based Compensation” in the Notes to the Annual Report on Company’s Form 10-K for the year ended 2023 filed with the SEC on March 28, 2024 for more information regarding the Company’s accounting for share-based compensation plans. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We adopted a director compensation policy in April 2021 (the “Director Compensation Policy”). Beginning July 15, 2021, non-employee directors are entitled to receive $40,000 cash compensation per year for their service on the Board of Directors plus $15,000, $10,000, and $8,000 per year for service as a chairperson of the audit, compensation, or nominating and corporate governance committees, respectively. In addition, directors receive $7,500, $5,000, and $4,000 per year for service as a member (other than chairperson) of the audit, compensation, or nominating and corporate governance committees, respectively. On an annual basis, non-employee directors are entitled to receive an equity award valued at $50,000, which, subject to the non-employee director’s continued service, shall vest upon the one-year anniversary of the date of grant. The directors also receive reimbursement for expenses for reasonable travel expenses and other business expenses to attend board and committee meetings.