DEF 14A of Altimmune, Inc.
Filed Aug 15, 2024 · FY20230001326190-24-000038
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS The first proposal to be voted on at the Annual Meeting is the election of directors. Our Board currently consists of nine directors: Mitchel Sayare, Ph.D. (Chairman), Vipin K. Garg, Ph.D., David J. Drutz, M.D., John M. Gill, Philip L. Hodges, Diane Jorkasky, M.D., Wayne Pisano, Klaus O. Schafer, M.D., MPH and Catherine Sohn, Pharm D. Dr. Garg is also our President and Chief Executive Officer and our other eight current directors are not our employees. All of our current directors have been nominated for reelection at the Annual Meeting, except for Dr. Drutz., who will not be standing for re-election as a member of the Board. Upon the expiration of Dr. Drutz’s term as a director at the Annual Meeting, the number of directors that will constitute the Board will be decreased from nine to eight. The director nominees will be elected for a term that begins at the Annual Meeting and ends at the 2025 Annual Meeting of Stockholders. Each director nominee will hold office until such director’s successor has been elected and qualified, or until such director’s earlier resignation or removal.
Qualifications for director nominees
Qualifications for director nominees Candidates for Board consideration should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and will be selected based upon contributions they can make to the Company. A director must have an exemplary reputation and record for honesty in his or her personal dealings and business or professional activity. All directors must demonstrate strong leadership skills and should possess a basic understanding of financial matters; have an ability to review and understand the Company’s financial and other reports; and be able to discuss such matters intelligently and effectively. He or she also needs to exhibit qualities of independence in thought and action. A candidate should be committed first and foremost to the interests of the stockholders of the Company. Persons who represent a particular special interest, ideology, narrow perspective or point of view would not, therefore, generally be considered good candidates for election to our Board. The key experience, qualifications and skills each of our directors brings to the Board that are important in light of our business are included in their individual biographies below. Our Corporate Governance Guidelines require the Board’s Nominating and Corporate Governance Committee to review the qualifications of the directors and the composition of the Board as a whole, and the Nominating and Corporate Governance Committee seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. This assessment includes not only the independence of the directors, but consideration of required minimum qualifications, skills, expertise and experience in the context of the needs of the Board and its ability to oversee the Company’s business.
Director information
Director information At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the persons named below to serve as directors of the Company for a term beginning at the Annual Meeting and ending at the 2025 Annual Meeting of Stockholders. The date of commencement of service as a director refers to the Board of Directors of PharmAthene, Inc. prior to the closing of the merger with privately-held Altimmune, Inc. (“Private Altimmune”) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated January 18, 2017, whereby one of our wholly owned subsidiaries merged with and into Private Altimmune, with Private Altimmune surviving as our wholly owned subsidiary (the “Merger”), and the Board of the Company from and after the closing of the Merger.
Director information
| Mitchel Sayare, Ph.D. Director since April 2010 | Mitchel Sayare, Ph.D. (76) has been a member of the Board of Directors since April 2010. Dr. Sayare became Chairman of the Board in January 2018 and served as Executive Chairman from June 2018 to November 2018. Until 2010, Dr. Sayare served as the Chairman of the Board of public company ImmunoGen, Inc. (Nasdaq: IMGN) (a position he had held since 1989). In addition, he served as ImmunoGen’s Chief Executive Officer from 1986 to December 31, 2009, and as its President from 1986 to 1992, and from 1994 to July 2008. Prior to joining ImmunoGen, he served as Vice President of Development of Xenogen from 1982 to 1985. Prior to that he was Assistant Professor of Biophysics and Biochemistry at the University of Connecticut. Dr. Sayare earned a Ph.D. in biochemistry from Temple University School of Medicine. Dr. Sayare is chairman of the boards of directors of AutoIVF, Inc. and of MassPay Holdings, Inc., and is a director of Energesis, Inc. and Advanced Aesthetic Technologies, Inc., all privately-held companies. We believe that Dr. Sayare’s substantial experience as a board member and executive officer of biotechnology companies makes him well qualified to serve as a member of our Board of Directors. | | Vipin K. Garg, Ph.D. Director since November 2018 | Vipin K. Garg, Ph.D. (67) currently serves as our President and Chief Executive Officer and is a member of the Board of Directors. Dr. Garg joined Altimmune in November 2018 with over three decades of experience in the biotechnology and pharmaceutical industries. He has a proven track record of building and managing both private and publicly traded companies. Before joining Altimmune, from October 2013 to June 2018, he served as President and Chief Executive Officer of Neos Therapeutics, Inc. (since acquired by Aytu BioPharma, Inc. (Nasdaq: AYTU)), where he built a NASDAQ-listed commercial-stage biopharmaceutical company, launching three branded therapeutic products including Adzenys XR-ODT(TM) and Cotempla XR-ODT(TM), the first ever XR-ODT medications for the treatment of ADHD. Prior to Neos, he served as president and Chief Executive Officer of Tranzyme Pharma where he progressed a discovery-stage, emerging biotech company to a Nasdaq-listed clinical-stage, drug development company. Prior to joining Tranzyme, Dr. Garg served as Chief Operating Officer of Apex Bioscience, Inc. (acquired by Curacyte AG of Munich, Germany), and held senior management positions at DNX Bio-Therapeutics, Inc. (until its acquisition by Baxter Healthcare Corporation), Sunovion Pharmaceuticals, Inc. (formerly known as Sepracor Inc., now a subsidiary of Sumitomo Dainippon Pharma), and Bio-Response Inc. (acquired by Baxter Healthcare Corporation). Dr. Garg received his Ph.D. in Biochemistry in 1982 from the University of Adelaide, Australia, and his M.S. from IARI Nuclear Research Laboratory, New Delhi, India in 1978. We believe that Dr. Garg’s extensive experience in the |
Director information
| | biotechnology and pharmaceutical industries makes him well qualified to serve as a member of our Board of Directors. | | John M. Gill Director since August 2004 | John M. Gill (72) has served as a member of our Board of Directors since August 2004. Mr. Gill served as PharmAthene’s President and Chief Executive Officer from March 2015 until the completion of the Merger in May 2017. From 2003 to 2013, Mr. Gill served as the President, Chief Executive Officer, co-founder and a Director of TetraLogic Pharmaceuticals Corporation, a public biopharmaceutical company. Mr. Gill has previously held positions at 3 Dimensional Pharmaceuticals and SmithKline Beecham. After serving in the United States Marine Corps, Mr. Gill earned a B.A. in Accounting and Economics from Rutgers University. We believe Mr. Gill’s executive and board experience in the pharmaceutical industry and his substantial financial knowledge and expertise make him well qualified to serve as a member of our Board of Directors. | | Philip L. Hodges Director since May 2017 | Philip L. Hodges (56) has served as a member of our Board of Directors since May 2017, when he was appointed to the Board in connection with the completion of the Merger, and was first elected to Private Altimmune’s board of directors in September 2003. Mr. Hodges is Managing Partner of Redmont Capital, a private investment bank located in Birmingham, Alabama, which he joined at its inception in 1997. Redmont Capital is a co-founder of Private Altimmune. Mr. Hodges’ investment strategy is focused on high-growth small businesses within the health care, life science and technology sectors. He currently serves as a director for several of the firm’s portfolio companies. Mr. Hodges holds a Bachelor of Science in Business Administration from the Brock School of Business at Samford University. We believe Mr. Hodges’ experience as a life science investor makes him well qualified to serve as a member of our Board of Directors. | | Wayne Pisano Director since August 2018 | Wayne Pisano (69) has served as a member of our Board of Directors since August 2018. Mr. Pisano also has served on the board of directors of Oncolytics Biotech Inc. (Nasdaq: ONCY), a biotechnology company, since May 2013. Mr. Pisano served on the board of directors of Provention Bio, Inc. (Nasdaq: PRVB), a biopharmaceutical company, from April 2018 until April 2023 when it was acquired by Sanofi, and IMV INC. (Nasdaq: IMV) a biopharmaceutical company from October 2011 until March 2021. Mr. Pisano served as president and Chief Executive Officer of VaxInnate Corporation, a biotechnology company, from January 2012 until November 2016. Mr. Pisano joined Sanofi Pasteur in 1997 and was promoted to President and Chief Executive Officer in 2007, the position he successfully held until his retirement in 2011. He has a Bachelor of Science in biology from St. John Fisher College, New York and an MBA from the University of Dayton, Ohio. We believe Mr. Pisano’s depth of experience across the spectrum of commercial operations, public immunization policies and pipeline development makes him well qualified to serve as a member of our Board of Directors. | | Diane Jorkasky, M.D. Director since May 2020 | Diane Jorkasky, M.D. (72) has served as a member of our Board of Directors since May 2020. Dr. Jorkasky currently serves as a member of the board of directors of Alzheon, Inc., a private biopharmaceutical company, since 2016. She also served on the board of directors of Q Therapeutics, Inc. from September 2013 until August 2016. From June 2014 to August 2019, she served as Executive Vice President, Chief Medical Officer and Head of Development at Complexa Inc., a clinical stage biopharmaceutical company. Dr. Jorkasky received her M.D. in 1977 from the University of Pennsylvania School of Medicine and is board certified in internal medicine, nephrology and clinical pharmacology. She is a member of the Connecticut Academy of Science and Technology. Dr. Jorkasky is on the faculties of University of California, San Francisco, and Uniformed Service of Health Sciences Medical Schools, with previous faculty appointments at Yale University and the University of Pennsylvania Schools of Medicine. We believe Dr. Jorkasky’s executive and board experience in the pharmaceutical industry and as a physician make her well qualified to serve as a member of our Board of Directors. |
Director information
| Klaus O. Schafer, M.D., MPH Director since July 2012 | Klaus O. Schafer, M.D., MPH, (74) has served as a member of our Board of Directors since May 2017, upon completion of the Merger. Dr. Schafer was first elected to Private Altimmune’s Board of Directors in 2012. Dr. Schafer has over 35 years of healthcare leadership experience, having held senior positions in government and industry. As former, Acting Deputy Assistant to the Secretary of Defense for chemical and biological defense, he oversaw the Department’s $1.0 billion program for vaccine, therapeutics, medical device and sensor development and was instrumental in advancing research into human immune response. As former U.S. Air Force Assistant Surgeon General, he managed all aspects of large integrated health care delivery systems, from clinical care, administration of clinics and hospitals, and oversaw large S&T portfolios, including clinical trials. He served as CEO and co-founder of TessArae LLC, a biotech medical sequencing device company and Chief Medical Officer and client executive for health at CACI International. He has been an independent consultant since 2002 serving a number of biotech and health-related company advisory boards and Tadpole Ventures, a private venture capital firm. Dr. Schafer earned his M.D. degree at the University of Iowa, medical boards in family practice and aerospace medicine in the Air Force, Master of Public Health at the University of Texas, and a Master of Science at the Dwight D. Eisenhower School of National Security and Resource Strategy. Dr. Schafer is CERT certified in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute. We believe Dr. Schafer’s broad experience across multiple aspects of the healthcare, pharmaceutical development industries and government makes him well qualified to serve as a member of our Board of Directors. | | Catherine Sohn, Pharm D. Director since March 2023 | Catherine Sohn, Pharm D. (71) has served as a member of our Board of Directors since March 2023. Dr. Sohn currently serves on the board of directors of Maze Therapeutics, a private clinical-stage biopharmaceutical company. Dr. Sohn has also served on the board of directors of Jazz Pharmaceuticals, a public biopharma company from 2012 until July 2024, Rubius Therapeutics, a public biopharmaceutical company from 2018 until 2023 and Axcella Health, a private clinical-stage biopharmaceutical company from January 2019 until February 2023. Dr. Sohn was formerly senior vice president of worldwide business development, and a member of the global executive committee at GlaxoSmithKline’s Consumer Healthcare division, where she led U.S. and global transactions and prior to that was Vice President of Strategic Product Development at SmithKline Beecham Pharmaceuticals. Since retiring from GlaxoSmithKline, Dr. Sohn has advised CEOs and boards of private life science companies on strategy, strategic product development, partnering, mergers and acquisitions, commercialization of new medicines and vaccines and culture, in her role as President of Sohn Health Strategies. Dr. Sohn received her Doctor of Pharmacy degree from the University of California, San Francisco, a Corporate Directors Certificate from Harvard Business School, a Certificate of Professional Development from Wharton, a Certificate from UC Berkeley Law for environmental, social and corporate governance, has attended Stanford Directors College and is a Certified Licensing Professional Emeritus. Dr. Sohn is also an Adjunct Professor at the University of California, San Francisco. We believe that Dr. Sohn’s extensive experience in the biopharmaceutical industry and as a pharmacist make her well qualified to serve as a member of our Board of Directors. |
Director Compensation for Fiscal Year 2023
Director Compensation for Fiscal Year 2023 In September 2022, the Company’s Board approved an update to the then-existing non-employee director compensation policy effective as of January 1, 2023. Accordingly, the Board increased the cash compensation for Audit Committee Members from $7,500 in 2022 to $9,000 in 2023 and for the Compensation Committee Chairperson from $12,000 in 2022 to $15,000 in 2023. Under the program, non-employee directors that qualify under the program receive the cash compensation set forth below, and an additional annual payment of an option to purchase a number of shares of the Company’s Common Stock equal to 62 ½ percentile of the Company’s peer group based on percentage ownership (the “Annual Director Option Grant Amount”), which will be granted immediately following the date of each annual meeting of stockholders. Any such option will vest in substantially equal monthly installments for 11 months after the date of grant, with the remaining one-twelfth vesting on the earlier of the one-year anniversary of the date of the grant or the date of the next annual meeting of the Company’s stockholders. In addition, new non-employee directors that qualify under the program receive an initial award in the form of an option to purchase shares of the Company’s Common Stock equal to two times the Annual Director Option Grant Amount upon their election to the board. Any such option shall vest in equal monthly installments during the 36 months following the date upon which the director is first elected to the Board. The vesting of any option grants to our non-employee directors under our non-employee director compensation policy is subject to such non-employee director’s continued service as a director and will accelerate in full upon a change in control of our company. We also have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings. Under our non-employee director compensation program, each non-employee director that qualifies under the program is eligible to receive compensation for his or her service on our board of directors or committees thereof consisting of annual cash retainers paid quarterly in arrears, as follows:
Director Compensation for Fiscal Year 2023
| Position | Retainer | | Board Member | $40,000 | | Chairperson of the Board | $30,000 | | Audit Committee Chairperson | $20,000 | | Audit Committee Member | $9,000 | | Compensation Committee Chairperson | $15,000 | | Compensation Committee Member | $6,000 | | Nominating and Corporate Governance Committee Chairperson | $10,000 | | Nominating and Corporate Governance Committee Member | $5,000 |
Director Compensation for Fiscal Year 2023
The table below sets forth the compensation received by each of our non-employee directors for the fiscal year ended December 31, 2023.
Director Compensation for Fiscal Year 2023
| | Fees earned | Option | | | | or paid in | Awards | Total | | Name | cash ($) | ($)(1) | ($) | | Mitchel Sayare, Ph.D.(2) | 70,000 | 49,680 | 119,680 | | David J. Drutz, M.D.(3) | 60,000 | 49,680 | 109,680 | | John M. Gill(4) | 54,000 | 49,680 | 103,680 | | Philip L. Hodges(5) | 66,000 | 49,680 | 115,680 | | Wayne Pisano(6) | 59,000 | 49,680 | 108,680 | | Diane K. Jorkasky, M.D.(7) | 46,000 | 49,680 | 95,680 | | Klaus O. Schafer, M.D., MPH(8) | 55,000 | 49,680 | 104,680 | | Catherine Sohn, Pharm D(9) | 32,250 | 241,215 | 273,465 |
Director Compensation for Fiscal Year 2023
| (1) Amounts reflect the aggregate grant date fair value of stock options granted during the covered year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The assumptions used to calculate the amounts for fiscal years 2023 are discussed in Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Director Compensation for Fiscal Year 2023
| (2) As of December 31, 2023, Dr. Sayare held unexercised options to purchase an aggregate of 131,034 shares of the Common Stock of the Company. |
Director Compensation for Fiscal Year 2023
| (3) As of December 31, 2023, Dr. Drutz held unexercised options to purchase an aggregate of 119,867 shares of the Common Stock of the Company. |
Director Compensation for Fiscal Year 2023
| (4) As of December 31, 2023, Mr. Gill held unexercised options to purchase an aggregate of 119,867 shares of the Common Stock of the Company. |
Director Compensation for Fiscal Year 2023
| (5) As of December 31, 2023, Mr. Hodges held unexercised options to purchase an aggregate of 119,867 shares of the Common Stock of the Company. |
Director Compensation for Fiscal Year 2023
| (6) As of December 31, 2023, Mr. Pisano held unexercised options to purchase an aggregate of 99,200 shares of the Common Stock of the Company. |
Director Compensation for Fiscal Year 2023
| (7) As of December 31, 2023, Dr. Jorkasky held unexercised options to purchase an aggregate of 105,590 shares of the Common Stock of the Company. |
Director Compensation for Fiscal Year 2023
| (8) As of December 31, 2023, Dr. Schafer held unexercised options to purchase an aggregate of 119,867 shares of the Common Stock of the Company. |
Director Compensation for Fiscal Year 2023
| (9) For fiscal 2023, cash retainers earned by Dr. Sohn were pro rated based on the date that Dr. Sohn was appointed to our Board of Directors. As of December 31, 2023, Dr. Sohn held unexercised options to purchase an aggregate of 73,100 shares of the Common Stock of the Company. |
PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
| ● | drive long-term growth objectives, thereby creating long-term value for our stockholders; and |
Elements of Compensation
Elements of Compensation The compensation arrangement for each Named Executive Officer is intended to encourage performance and to align the Named Executive Officers’ interests with those of our stockholders. In setting compensation for our Named Executive Officers, the Compensation Committee and the Board take into account the relative amount of compensation that is delivered on a current and long-term basis and in the form of cash and equity. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short-term and a long-term view with respect to Company performance. The Company’s executive compensation program consists of the following elements:
Elements of Compensation
| ● | annual cash bonuses; |
Elements of Compensation
| ● | equity awards; |
Annual Performance-Based Bonus
Annual Performance-Based Bonus The Named Executive Officers are entitled to receive annual performance-based cash bonuses, the amount of which is based on satisfaction of corporate objectives that are established by the Board of Directors and/or the Compensation Committee. The annual bonuses are intended to encourage the Named Executive Officers to promote the growth of the Company’s business. At the beginning of the year, the Compensation Committee, after reviewing management’s self-assessment, evaluates specific achievements and our overall success in the prior year. The Compensation Committee considers our CEO’s recommendations, and independently reviews and recommends the total percentage achievement level for each of the executive officers to the Board of Directors for approval. For the year ended December 31, 2023, upon recommendation of Compensation Committee, our Board of Directors set broad based corporate objectives that established the criteria for the funding of our annual bonus plan and focused on the following key objectives:
Annual Performance-Based Bonus
| ● | Advance candidate pipeline through generation of human clinical data and CMC development (60% weighting); |
Annual Performance-Based Bonus
| ● | Complete strategic assessment of Company assets and define strategic goals (15% weighting); |
Annual Performance-Based Bonus
| ● | Strategic partnerships to maximize program value and further advance pipeline (15% weighting); and |
Annual Performance-Based Bonus
| ● | Manage operations to maximize resources and minimize risk (10% weighting). |
Annual Performance-Based Bonus
For each of these corporate objectives, the Compensation Committee also established criteria for assessing performance in terms of what achievements would be below expectations, meet expectations or exceed expectations, with weighting assigned to each of these objectives as described above. Below expectations achievement of an objective results in payment between 0-80% of the weighting, meets expectations achievement of an objective results in payment between 80-120% of the weighting and exceeds expectations results in payment between 120-150% of the weighting. In January 2024, our Board of Directors, upon the recommendation of the Compensation Committee, completed its assessment of management’s achievement of these corporate objectives for 2023, and concluded that these core corporate objectives were achieved by the management team and determined achievement at approximately 100% of the target annual performance-based cash bonuses for our Named Executive Officers. This level was determined based upon, among other things, successful financing of our clinical programs, positive 48-week weight loss data from the obesity trial and initiating a second Phase 2 metabolic development program for metabolic dysfunction-associated steatohepatitis (“MASH”).
Equity Awards
Equity Awards The Named Executive Officers are eligible to receive equity awards under the Altimmune, Inc. 2017 Omnibus Incentive Plan (as amended, the “2017 Plan”). Awards under the 2017 Plan are intended to align the interests of the Named Executive Officers with those of our stockholders and to create a link between executive pay and the long-term performance of our Common Stock. During the year ended December 31, 2023, we granted our Named Executive Officers stock options and restricted stock units (“RSUs”), as described in more detail in the Outstanding Equity Awards at Fiscal Year-End table below.
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation that was paid to or earned by the Named Executive Officers for the 2023 and 2022 fiscal years.
Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(1) | ($) | ($)(2) | ($) | | Vipin K. Garg, Ph.D. | 2023 | 620,154 | — | 1,379,448 | 3,116,499 | 334,950 | 31,038 | 5,482,089 | | Chief Executive Officer | 2022 | 580,000 | — | 570,774 | 1,393,493 | 319,000 | 17,157 | 2,880,424 | | M. Scott Harris, M.D | 2023 | 487,569 | — | 477,848 | 1,080,331 | 191,520 | 2,720 | 2,239,988 | | Chief Medical Officer | 2022 | 456,000 | — | 234,183 | 572,395 | 182,400 | 4,640 | 1,449,618 | | Raymond M. Jordt, M.B.A. | 2023 | 405,000 | — | 586,125 | 1,776,009 | 162,000 | 11,850 | 2,940,984 | | Chief Business Officer | 2022 | — | — | — | — | — | — | — |
Summary Compensation Table
| (1) Amounts in this column reflect the aggregate grant date fair value of stock awards and/or stock options granted during the covered year computed in accordance with the provisions of FASB ASC Topic 718. The assumptions used to calculate the amounts for fiscal years 2023 and 2022 are discussed in Item 8, Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (2) All other compensation consisted of the following: |
Summary Compensation Table
| | | 401(k) | | HSA | Commuting | Total Other | | | | Match | Benefits | Match | Expense | Compensation | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | | Vipin K. Garg, Ph.D. | 2023 | 1,934 | 8,967 | 2,400 | 17,737 | 31,038 | | Chief Executive Officer | | | | | | | | M. Scott Harris, M.D | 2023 | 1,520 | — | 1,200 | — | 2,720 | | Chief Medical Officer | | | | | | | | Raymond M. Jordt, M.B.A. | 2023 | 9,450 | — | 2,400 | — | 11,850 | | Chief Business Officer | | | | | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards of our Named Executive Officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | | | Number of | Number of | Number of | | | | | | | | Securities | Securities | Securities | | | Number of | Market Value | | | | Underlying | Underlying | Underlying | | | Shares or | of Shares or | | | | Unexercised | Unexercised | Unexercised | Option | Option | Units of Stock | Units of Stock | | | | Options (#) | Options (#) | Unearned | Exercise | Expiration | That Have Not | That Have | | Name | Grant Date | Exercisable | Unexercisable | Options (#) | Price ($) | Date | Vested (#) | Not Vested ($)(12) | | Vipin K. Garg, Ph.D. | 11/30/2018 | 322,907 | —(1) | — | 3.59 | 11/30/2028 | — | — | | | 1/2/2020 | 146,385 | 3,115(2) | — | 1.92 | 1/2/2030 | — | — | | | 2/1/2021 | 171,063 | 70,437(3) | — | 16.71 | 2/1/2031 | — | — | | | 2/1/2021 | — | — | — | — | — | 33,090(4) | 372,263 | | | 2/2/2022 | 102,209 | 120,791(5) | — | 7.53 | 2/2/2032 | — | — | | | 2/2/2022 | — | — | — | — | — | 56,850(6) | 639,563 | | | 1/30/2023 | — | 302,900(7) | — | 12.88 | 1/30/2033 | — | — | | | 1/30/2023 | — | — | — | — | — | 107,100(8) | 1,204,875 | | M. Scott Harris, M.D. | 9/9/2019 | 107,000 | —(9) | — | 2.13 | 9/9/2029 | — | — | | | 1/2/2020 | 30,121 | 1,279(2) | — | 1.92 | 1/2/2030 | — | — | | | 2/1/2021 | 63,750 | 26,250(3) | — | 16.71 | 2/1/2031 | — | — | | | 2/1/2021 | — | — | — | — | — | 12,332(4) | 138,735 | | | 2/2/2022 | 41,984 | 49,616(5) | — | 7.53 | 2/2/2032 | — | — | | | 2/2/2022 | — | — | — | — | — | 23,325(6) | 262,406 | | | 1/30/2023 | — | 105,000(7) | — | 12.88 | 1/30/2033 | — | — | | | 1/30/2023 | — | — | — | — | — | 37,100(8) | 417,375 | | Raymond M. Jordt, M.B.A. | 1/3/2023 | — | 125,000(10) | — | 15.63 | 1/3/2033 | — | — | | | 1/3/2023 | — | — | — | — | — | 37,500(11) | 421,875 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) This option was granted on November 30, 2018 and 25% became vested and exercisable on the first anniversary of the grant date. The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 1, 2020. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) On January 2, 2020, Dr. Garg and Dr. Harris were granted an option to purchase 149,500 and 61,400, respectively, shares of Common Stock of the Company at an exercise price of $1.92 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on February 2, 2021. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) On February 1, 2021, Dr. Garg and Dr. Harris were granted an option to purchase 241,500 and 90,000, respectively, shares of Common Stock of the Company at an exercise price of $16.71 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on March 1, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) On February 1, 2021, Dr. Garg and Dr. Harris were granted 66,181 and 24,664 RSUs, respectively. The RSUs vest equally over a four-year period commencing on February 1, 2022. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) On February 2, 2022, Dr. Garg and Dr. Harris were granted an option to purchase 223,000 and 91,600, respectively, shares of Common Stock of the Company at an exercise price of $7.53 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36 month period commencing on February 2, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) On February 2, 2022, Dr. Garg and Dr. Harris were granted 75,800 and 31,100 RSUs, respectively. The RSUs vest equally over a four-year period commencing on February 2, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) On January 30, 2023, Dr. Garg and Dr. Harris were granted an option to purchase 302,900 and 105,000, respectively, shares of Common Stock of the Company at an exercise price of $12.88 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 30, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) On January 30, 2023, Dr. Garg and Dr. Harris were granted 107,100 and 37,100 RSUs, respectively. The RSUs vest equally over a four-year period commencing on January 30, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (9) This option was granted on September 9, 2019, and 25% became vested and exercisable on the first anniversary of the grant date. The aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on September 9, 2020. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (10) On January 3, 2023, Mr. Jordt was granted an option to purchase 125,000 shares of Common Stock of the Company at an exercise price of $15.63 per share. 25% of the option vests and becomes exercisable on the first anniversary of the grant date and the aggregate remaining unvested portion will vest and become exercisable in equal monthly installments over the 36-month period commencing on January 1, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (11) On January 3, 2023, Mr. Jordt was granted 37,500 RSUs. The RSUs vest equally over a four-year period commencing on January 1, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (12) Represents the fair market value of the shares underlying unvested RSUs as of December 31, 2023, based upon the closing price of our Common Stock on December 29, 2023 (the last trading day of fiscal year 2023) of $11.25. |
Pay Versus Performance
Pay Versus Performance In accordance with the rules adopted by the SEC under Item 402(v) of Regulation S-K, the following provides information about the relationship between Compensation Actually Paid (“CAP”) and certain financial performance of the Company. CAP is calculated in accordance with SEC rules and does not reflect the actual amount of compensation earned or paid during the applicable year. The following table sets forth the compensation of our Principal Executive Officer (“PEO”) and the average compensation of the non-PEO Named Executive Officers (“Non-PEO NEOs”) as reported in the Summary Compensation Table in each applicable year (“SCT”), their CAP as well as certain financial performance of the Company:
Pay Versus Performance
| | | | | | Value of | | | | | | | | Initial Fixed | | | | | | | | $100 | | | | | | Average | | Investment | | | | Summary | | Summary | Average | Based on | | | | Compensation | Compensation | Compensation | Compensation | Total | | | | Table Total for | Actually Paid to | Table Total for | Actually Paid to | Shareholder | | | | PEO | PEO | Non-PEO NEOs | Non-PEO NEOs | Return | Net Loss | | Year(1) | ($)(2) | ($)(3)(6) | ($)(4) | ($)(5)(6) | ($)(7) | ($)(In Thousands) | | 2023 | 5,482,089 | 2,105,333 | 2,590,486 | 1,469,468 | 99.73 | 88,447 | | 2022 | 2,880,424 | 7,276,760 | 1,158,382 | 2,830,638 | 145.83 | 84,713 | | 2021 | 2,631,639 | 2,953,459 | 2,070,246 | 1,125,526 | 81.21 | 97,090 |
Pay Versus Performance
| (1) The PEO is Vipin Garg (CEO) for each of the years presented. The Non-PEO NEOs for each of the years presented are listed below: |
Pay Versus Performance
| ● | For 2023 – M. Scott Harris (CMO) and Raymond M. Jordt (CBO) |
Pay Versus Performance
| ● | For 2022 – Richard Eisenstadt (former CFO), M. Scot Roberts (CSO) and M. Scott Harris (CMO) |
Pay Versus Performance
| ● | For 2021 – Richard Eisenstadt (former CFO), William M. Brown (former CFO), M. Scot Roberts (CSO) and M. Scott Harris (CMO) |
Pay Versus Performance
| (2) The dollar amounts reported in this column are the amounts of total compensation reported for the PEO in the “Total” column of the SCT in the applicable fiscal year. |
Pay Versus Performance
| (3) In accordance with Item 402 (v) of Regulation S-K, the following adjustments were made to determine the CAP to our PEO during fiscal years 2023, 2022 and 2021, which consisted solely of adjustments to the PEO’s equity awards: |
Pay Versus Performance
| Compensation Actually Paid | 2023 | 2022 | 2021 | | SCT – Total Compensation | $5,482,089 | $2,880,424 | $2,631,639 | | Adjustments: | | | | | Deduct - amounts reported under the "Stock Awards" column in the SCT | (1,379,448) | (570,774) | (436,133) | | Deduct - amounts reported under the "Option Awards" column in the SCT | (3,116,499) | (1,393,493) | (1,326,049) | | Add - year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year | 4,191,815 | 4,615,677 | 2,374,951 | | Add - change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (1,443,877) | 1,537,404 | (496,039) | | Add - change in fair value as of the vesting date of equity awards granted in prior fiscal years that vested in the covered fiscal year | (1,628,747) | 207,522 | 205,090 | | Total Equity Adjustments | (3,376,756) | 4,396,336 | 321,820 | | CAP | $2,105,333 | $7,276,760 | $2,953,459 |
Pay Versus Performance
| (4) The dollar amounts reported in this column represent the average of the amounts reported for the Non-PEO NEOs in the “Total” column of the SCT in the applicable fiscal year. |
Pay Versus Performance
| (5) In accordance with Item 402 (v) of Regulation S-K, the following adjustments were made to determine the average CAP to our Non-PEO NEOs during fiscal years 2023, 2022 and 2021, which consisted solely of adjustments to the Non-PEO NEOs’ equity awards: |
Pay Versus Performance
| Compensation Actually Paid | 2023 | 2022 | 2021 | | SCT – Total Compensation | $2,590,486 | $1,158,382 | $2,070,246 | | Adjustments: | | | | | Deduct - amounts reported under the "Stock Awards" column in the SCT | (531,987) | (156,122) | (423,601) | | Deduct - amounts reported under the "Option Awards" column in the SCT | (1,428,170) | (381,597) | (1,212,124) | | Add - year-end fair value of outstanding and unvested equity awards granted in the covered fiscal year | 1,543,393 | 1,263,572 | 855,737 | | Add - change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (286,497) | 794,754 | (70,471) | | Add - change in fair value as of the vesting date of equity awards granted in prior fiscal years that vested in the covered fiscal year | (417,757) | 151,649 | 40,822 | | Subtract - fair value as of end of prior fiscal year of equity awards granted in prior fiscal years that failed to meet the applicable vesting conditions (i.e., are forfeited) during the covered fiscal year | — | — | (135,083) | | Total Equity Adjustments | (1,121,018) | 1,672,256 | (944,720) | | CAP | $1,469,468 | $2,830,638 | $1,125,526 |
Pay Versus Performance
| (6) The fair value of stock options reported for CAP was determined using a Black-Scholes option pricing model consistent with our accounting for equity-based compensation. The fair value of restricted stock was determined based on the closing price of our common stock as of the applicable dates. |
Pay Versus Performance
| (7) Total Shareholder Return (TSR) represents the measurement period value of an investment of $100 in our stock on December 31, 2020, and then valued again on each of December 31, 2021, 2022 and 2023. |