DEF 14A of Xencor Inc
Filed Apr 24, 2024 · FY20230001326732-24-000017
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
BOARD SELECTION AND REFRESHMENT
BOARD SELECTION AND REFRESHMENT Our Board has delegated responsibility for the review and recommendation of director nominees to the Nominating and Corporate Governance Committee. Upon the recommendation of the Company’s Nominating and Corporate Governance Committee (our “Nominating Committee”), a slate of directors is nominated by the Board and submitted to a stockholder vote annually. The Nominating Committee also reviews and recommends candidates for the Board as vacancies or newly created positions occur.
CONSIDERATIONS
CONSIDERATIONS The Nominating Committee identifies a diverse pool of potential director candidates for nomination using sources such as independent search firms and director recommendations. Potential candidates are comprehensively reviewed and interviewed by members of the Nominating Committee and other Board members, including our lead independent director. During these interviews, directors assess candidates on the basis of their skills and experience, their personal attributes and their expected contribution to the current mix of competencies and diversity of the Board. At the same time, we conduct due diligence and solicit feedback from other external sources. Our Board consists of eight directors, and there are eight nominees for director this year. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Except for Dr. Klencke (who was appointed as a director of the Company in September of 2023), each of the nominees listed below is currently a director of the Company and was previously elected by the stockholders. It is our policy to invite nominees for Board membership to attend the annual meeting. Five directors attended our 2023 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes of the holders of shares present at the annual meeting or represented by proxy and entitled to vote on the election of directors. The eight nominees receiving the highest number of affirmative votes will be elected. Although the Bylaws provide that all elections of directors shall be determined by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors, it is the policy of the Company that any nominee for director in an uncontested election that does not receive a majority of the votes cast (i.e., receives a greater number of votes “withheld” from his or her election than votes “for” his or her election) shall submit their offer of resignation for consideration by the Nominating Committee. The Nominating Committee will consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation.
NOMINEES
NOMINEES The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement. The Nominating Committee seeks to assemble a diverse Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members that bring diverse perspectives to complement and strengthen the skills of other members and also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to recommend that person as a nominee. However, each of the members of the Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the proxy holders will vote for the substitute nominee designated by our Board. Our Board has no reason to believe that any of the nominees will be unable to serve. There are no agreements or understandings pursuant to which any of the directors was selected to serve as a director. There are no family relationships between any director or director nominee and any other director or director nominee or any executive officer. There are no legal proceedings related to any of the directors or director nominees which must be disclosed pursuant to Item 103 or 401(f) of Regulation S-K.
NOMINEES
| Name | Age | Position Held with the Company | | Dr. Bassil I. Dahiyat | 53 | Director, President and Chief Executive Officer | | Dr. Ellen G. Feigal | 69 | Director | | Dr. Kevin C. Gorman | 66 | Director | | Mr. Kurt A. Gustafson | 56 | Director | | Dr. Barbara Klencke | 66 | Director | | Dr. A. Bruce Montgomery | 70 | Director | | Mr. Richard J. Ranieri | 71 | Director | | Ms. Dagmar Rosa-Bjorkeson | 60 | Director |
NOMINEES
Bassil I. Dahiyat, Ph.D. has served as our President and Chief Executive Officer since February 2005 and as a member of our Board since August 1997. He has led the Company in creating a diverse clinical-stage portfolio of engineered antibodies for the treatment of cancer and serious diseases, and has established alliances with leading biopharmaceutical companies that have resulted in three marketed drugs. Dr. Dahiyat has more than 25 years of experience in the biotechnology business, having co-founded Xencor in 1997. From 1997 to 2003, he served as our Chief Executive Officer, and from 2003 to 2005, served as our Chief Scientific Officer. Dr. Dahiyat currently serves on the board of directors of Kodiak Sciences Inc., a publicly traded biopharmaceutical company, and Terray Therapeutics, Inc., a privately held biotechnology company. In 2017, Dr. Dahiyat was awarded the Ernst & Young Entrepreneur of the Year in Technology for the Los Angeles Region and in 2005 was recognized as a technology pioneer by the World Economic Forum. Additionally, Dr. Dahiyat was named one of 2003’s Top 100 Young Innovators by MIT’s Technology Review magazine for his work on protein design and its development for therapeutic applications and has received awards from the American Chemical Society, the Controlled Release Society and the California Institute of Technology. Dr. Dahiyat holds a Ph.D. in chemistry from the California Institute of Technology and B.S. and M.S.E. degrees in biomedical engineering from Johns Hopkins University. We believe that Dr. Dahiyat’s experience in the pharmaceutical industry and as one of our founders qualifies him to serve on our Board. Ellen G. Feigal, M.D. joined our Board in November 2018. Dr. Feigal has more than 30 years of drug development and healthcare regulatory experience. Dr. Feigal has served as a partner at NDA Partners, a strategy consulting firm, since November 2014, where she leads efforts in designing and executing product development and regulatory strategies in the areas of cell therapies, medical imaging, hematology and oncology. She also currently serves as a member of the board of directors of NextCure, Inc., a publicly traded biopharmaceutical company, which she joined in October 2021. Dr. Feigal is also adjunct faculty at the Sandra Day O'Connor College of Law, Arizona State University, a position she has held since April 2015, where she teaches Food & Drug Administration drug law and medical research ethics and law. Dr. Feigal previously served as senior vice president of research and development at the California Institute for Regenerative Medicine from 2011 to 2014; executive medical director, global development, at Amgen, Inc. (“Amgen”) from 2008 to 2011; and chief medical officer at Insys Therapeutics from 2007 to 2008. She was a founding director of the American Course on Drug Development and Regulatory Sciences at the University of California, San Francisco (“UCSF”), which she began in 2006 and directed through 2011. Dr. Feigal’s positions also included director of medical devices and imaging at the Critical Path Institute from 2006 to 2007, and vice president of clinical sciences at the Translational Genomics Research Institute from 2004 to 2007. From 1992 to 2004, she held leadership roles at the National Cancer Institute, where she directed the Division of Cancer Treatment and Diagnosis after serving as deputy director of the division and as a senior investigator in the Cancer Therapy Evaluation Program. Dr. Feigal received her B.S. in biology and M.S. in molecular biology and biochemistry from University of California, Irvine, her M.D. from the University of California, Davis School of Medicine, completed an internal medicine residency at Stanford University and a hematology/oncology fellowship at UCSF. We believe that Dr. Feigal’s leadership and experience in regulatory affairs and drug development and her educational background qualify her to serve on our Board. Kevin C. Gorman, Ph.D. joined our Board in April 2017. He has more than 25 years of experience in the life science business including senior roles in finance, business development and operations. Dr. Gorman is a founder of Neurocrine Biosciences, Inc., a publicly traded biotechnology company (“Neurocrine”). He was appointed President and Chief Executive Officer of Neurocrine in January 2008 after having served as Executive Vice President and Chief Operating Officer since September 2006 and prior to that, as Executive Vice President and Chief Business Officer and Senior Vice President of Business Development. He has served on the board of directors of Neurocrine since January 2008. From 1990 until 1993, Dr. Gorman was a principal of Avalon Medical Partners, L.P., where he was responsible for the early-stage founding of the company and several other biotechnology companies such as Onyx Pharmaceuticals, Inc., Metra Biosystems, Inc., Idun Pharmaceuticals, Inc. and ARIAD Pharmaceuticals, Inc. Dr. Gorman received his Ph.D. in immunology and M.B.A. in finance from the University of California, Los Angeles and did further post-doctoral training at The Rockefeller University. We believe that Dr. Gorman’s experience in biotechnology company leadership roles and his educational background qualify him to serve on our Board. Kurt A. Gustafson joined our Board in July 2014. Mr. Gustafson has more than 25 years of diverse experience in corporate finance, with 20 years in senior management roles leading the finance departments of multi-faceted, dynamic and growth-oriented biopharmaceutical industry organizations. Mr. Gustafson has served as Chief Financial Officer of OmniAb Inc., a publicly traded biopharmaceutical company, since March 2022. From June 2013 to March 2022, he served as Executive Vice President and Chief Financial Officer of Spectrum Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, and from April 2009 to June 2013, he served as Chief Financial Officer at Halozyme Therapeutics, Inc. (“Halozyme”), a publicly traded biopharmaceutical company. Before Halozyme, Mr. Gustafson worked at Amgen for over 18 years holding various positions in finance including Treasurer, Vice President, Finance and Chief Financial Officer of Amgen International based in Switzerland. Mr. Gustafson holds a Bachelor of Arts degree in accounting from North Park University in Chicago and an M.B.A. from University of California, Los Angeles. We believe Mr. Gustafson’s experience in biotechnology company leadership and finance and his educational background qualify him to serve on our Board.
NOMINEES
Barbara J. Klencke, M.D. joined our Board in September 2023. Dr. Klencke has more than 20 years of biopharmaceutical product development experience. She currently serves on the boards of directors of eFFECTOR Therapeutics, Inc., a publicly traded biopharmaceutical company, which she joined in October 2021, TScan Therapeutics, Inc., a publicly traded biopharmaceutical company, which she joined in April 2023, and Immune-Onc, Inc., a privately held biopharmaceutical company, which she joined in September 2022. Dr. Klencke previously served as the Chief Medical Officer and Chief Development Officer of Sierra Oncology, Inc. ("Sierra"), a publicly traded clinical-stage biopharmaceutical company from June 2015 to December 2023, where she built a highly effective clinical development organization and led its strategy and execution, culminating in the approval of OJJAARA® for myelofibrosis after Sierra’s acquisition by GSK. While at Sierra, she concurrently served as a member of the board of directors of Lexent Bio, Inc., a publicly traded biopharmaceutical company, from October 2017 to June 2020. From 2011 to 2015, Dr. Klencke served as senior vice president of global development at Onyx Pharmaceuticals, where she led development and execution for Onyx’s pipeline programs, including the approval of KYPROLIS® for multiple myeloma, through the company’s acquisition by Amgen Inc. in 2013. Between 2003 and 2011, she served as a group medical director at Genentech, where she led product development strategies for several early- and late-stage oncology programs, including KADCYLA®, AVASTIN® and TARCEVA®. Dr. Klencke completed Internal Medicine and Hematology/Oncology training at the University of California, San Francisco and remained there as an Assistant Professor of Medicine in Oncology focusing on clinical research from 1995 to 2002. She holds a B.S. from Indiana University and an M.D. from the University of California, Davis. We believe that Dr. Klencke’s significant scientific expertise in drug development and biotechnology and her educational background qualify her to serve on our Board. A. Bruce Montgomery, M.D. joined our Board in March 2015. Dr. Montgomery has more than 30 years of drug development, operations and financing experience, including positions at Genentech, Inc., Pathogenesis Corporation, Corus Pharma and Gilead Sciences, Inc. (“Gilead”). From February 2017 to October 2022, he served as Chief Executive Officer and a member of the board of directors of Avalyn Pharma Inc. (formerly Genoa Pharmaceuticals Inc.), a private biotechnology company. From April 2011 to December 2016, he was Chief Executive Officer and a member of the board of directors of Cardeas Pharma Corporation, a private biotechnology company that he founded in 2010. From August 2006 to May 2011, Dr. Montgomery served as Senior Vice President of Gilead and prior to that, served for six years as Chief Executive Officer of Corus Pharma, Inc., a specialized biotechnology company that he founded, which was acquired by Gilead in 2006. While at Gilead, Dr. Montgomery successfully led the development of CAYSTON® as a treatment for cystic fibrosis patients. Dr. Montgomery also served as Executive Vice President of Research and Development at PathoGenesis Corporation until its acquisition by Chiron Corporation in 2000. Dr. Montgomery previously served as a board member for the following publicly traded companies: ZymoGenetics, Inc. (acquired by Bristol-Myers Squibb Company in 2010), Alder BioPharmaceuticals, Inc. (acquired by Lundbeck A/S in 2019) and Cytodyn, Inc. Dr. Montgomery is a board-certified internist and pulmonologist. Dr. Montgomery received his B.S. in chemistry (magna cum laude, Outstanding Chemistry Major (Merck Award)), and M.D. (Alpha Omega Alpha Honor Medical Society) from the University of Washington, Seattle. We believe that Dr. Montgomery’s executive leadership experience in pharmaceutical and biotechnology company drug development and his educational background qualify him to serve on our Board. Richard J. Ranieri joined our Board in December 2017. Mr. Ranieri has more than 40 years of senior level biopharmaceutical human resource experience. He has served as a senior advisor to BioMarin Pharmaceutical Inc. (“BioMarin”) since January 2019, and from September 2013 through December 2018, he served as executive vice president of human resources and corporate affairs at BioMarin. Previously Mr. Ranieri served as executive vice president, human resources at Dendreon Pharmaceuticals from 2010 to 2013, and as executive vice president, human resources and administration at Sepracor, Inc. from 2008 to 2010. Earlier in his career, Mr. Ranieri served in executive positions at Neurocrine, Genencor International, and SmithKline Beecham. He received a B.A. in social science and accounting from Villanova University, and an M.A. in organizational development from Rider University. We believe that Mr. Ranieri’s leadership experience in human resources with biotechnology organizations qualifies him to serve on our Board. Dagmar Rosa-Bjorkeson joined our Board in December 2019. Ms. Rosa-Bjorkeson has more than 25 years of global experience in the pharmaceutical industry, including executive leadership in corporate and product strategy, market development and operational execution. From June 2020 to November 2023, Ms. Rosa-Bjorkeson served as Chief Operating Officer of Mesoblast Limited, a publicly traded cell therapy company. She currently serves on the board of directors of Intercept Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, which she joined in February 2021. From April 2018 to January 2020, she was executive vice president and chief strategy and development officer at Mallinckrodt Pharmaceuticals (“Mallinckrodt”), where she was responsible for corporate and therapeutic area strategy, business development and new product commercialization. She joined Mallinckrodt in May 2017 as senior vice president of new product commercialization, in which she was responsible for shaping the company’s pipeline programs for optimal patient benefit and access. From November 2014 to June 2016, Ms. Rosa-Bjorkeson was executive vice president and president of biosimilars at Baxalta Incorporated, a role in which she developed the biosimilars strategy, managed post spin-off efforts from Baxter and oversaw a fully integrated unit including program management, research, clinical development, manufacturing, commercialization and business development. From 1997 to 2014, she held various roles of increasing responsibility at Novartis Pharmaceuticals Inc., including vice president and head of its multiple sclerosis business unit, USA; vice president, business development and licensing, U.S.; vice president, respiratory, U.S.; and country head and president for Novartis Sweden. Ms. Rosa-Bjorkeson’s experience spanned sales, marketing, general management and country operations, and she led multiple launches including the successful launch of GILENYA®. Ms. Rosa-Bjorkeson earned an M.B.A., an M.S. in chemistry and a B.S. in chemistry from the University of Texas, Austin. We believe that Ms. Rosa-Bjorkeson’s experience in pharmaceutical industry leadership and her background in product strategy, market development and operational execution qualify her to serve on our Board.
NOMINEES
| Board Diversity Matrix (as of April 24, 2024) | | | | | | | | | | | Dahiyat | Feigal | Gorman | Gustafson | Klencke | Montgomery | Ranieri | Rosa-Bjorkeson | | Skills and Experience | | | | | | | | | | Financial Expertise | ● | | ● | ● | ● | ● | | ● | | Biotechnology | ● | ● | ● | ● | ● | ● | ● | ● | | Public Company Board | ● | | ● | ● | ● | ● | | | | Regulatory | | ● | | | ● | ● | | | | Research & Development | ● | ● | ● | | ● | ● | | | | Senior Management | ● | | ● | ● | ● | ● | ● | ● | | Business Development | ● | | ● | ● | ● | ● | | ● | | Human Capital Management | ● | | ● | ● | ● | ● | ● | ● | | Governance/Business Ethics | ● | ● | ● | ● | ● | ● | ● | ● | | Tenure and Independence | | | | | | | | | | Tenure (years) | 26 | 5 | 7 | 9 | 1 | 9 | 6 | 4 | | Independence | | ● | ● | ● | ● | ● | ● | ● | | Demographics | | | | | | | | | | Age | 53 | 69 | 66 | 56 | 66 | 70 | 71 | 60 | | Gender Identity | M | F | M | M | F | M | M | F | | Hispanic or Latina | | | | | | | | ● | | White | ● | ● | ● | ● | ● | ● | ● | ● | | Two or More Races or Ethnicities | | | | | | | | ● |
NOMINEES
Directors who identify as Middle Eastern: 1
Director Compensation
Director Compensation The Company believes that having quality non-employee directors is critical to our success. Non-employee directors represent the interests of our stockholders, and they contribute their experience and wisdom to guide our Company, our strategy and our management. The Board believes that compensation for directors should reflect the work required in both their ongoing oversight and governance role, and their continuous focus on driving long-term performance and stockholder value.
Review Process
| Name(1) | Fees Earned or Paid in Cash ($) | Option Awards ($)(2) | Stock Awards ($) | Total ($) | | Ellen G. Feigal | 71,500 | 145,369 | 131,133 | 348,002 | | Kevin C. Gorman | 66,000 | 145,369 | 131,133 | 342,502 | | Kurt A. Gustafson | 70,000 | 145,369 | 131,133 | 346,502 | | Barbara Klencke(3) | 16,745 | 450,600 | — | 467,345 | | A. Bruce Montgomery | 107,684 | 145,369 | 131,133 | 384,186 | | Richard J. Ranieri | 70,518 | 145,369 | 131,133 | 347,020 | | Dagmar Rosa-Bjorkeson | 69,750 | 145,369 | 131,133 | 346,252 |
Executive Summary
Executive Summary Highlights of our executive compensation program include the following: •We tie pay to performance. We structure a significant portion of our NEOs’ compensation to be variable and at risk. For 2023, 91% of our Chief Executive Officer’s target total compensation, and an average of 81% of our other NEOs’ target total compensation, was variable and at risk, consisting of the target annual performance bonus and long term equity incentives. •Our executive bonuses are dependent on meeting corporate objectives. Our annual performance-based bonus opportunities for all of our NEOs are dependent on our achievement of annual corporate objectives established each year and, in the case of our NEOs other than our Chief Executive Officer, the individual officer’s contributions towards such corporate objectives. In February 2024, the Human Capital Management & Compensation Committee approved a corporate goal achievement level of 85% based on the Company's performance in 2023, as described below. Each of our NEOs received a performance bonus payout based on such achievement. •We emphasize long-term equity incentives. Equity awards are an integral part of our executive compensation program, and comprise the primary “at-risk” portion of our NEO compensation package. We grant equity awards in the form of stock options and restricted stock units (“RSUs”), which is variable and at-risk because their value is tied to the market price of our stock and vesting depends on the executive officer’s continued employment. These awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to remain in our long-term employ. •Our Human Capital Management & Compensation Committee (“HCMCC”) has retained an independent third-party compensation consultant for guidance in making compensation decisions. The compensation consultant advises the HCMCC on market practices, including identifying a peer group of companies and their compensation practices, so that our HCMCC can regularly assess the Company's individual and total compensation programs against these peer companies, the general marketplace and other industry data points. Xencor continued to engage the services of Aon as its independent compensation consultant. Additional important executive pay practices are in the table below:
Executive Summary
| What we do | What we don’t do | | Tie a significant portion of executive pay to Company performance through our annual and long-term incentive compensation Balance among short- and long-term incentives, cash and equity and fixed and variable pay Compare executive compensation and Company performance to relevant peer group companies Retain an independent third-party compensation consultant for guidance in making compensation decisions Give stockholders an advisory vote on executive compensation each year Assess the risk associated with our compensation policies and practices annually to ensure they are not reasonably likely to have a material adverse effect on the Company | x No single-trigger change-in-control cash payments or equity vesting x No change-in-control excise tax gross up x No hedging or pledging of Company stock by employees or directors x No repricing of underwater stock options x No executive excessive perquisites, such as car allowances or personal security x No supplemental executive retirement plans |
Elements of Executive Compensation
Elements of Executive Compensation Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based bonuses and long-term incentive compensation. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including participation in the Company’s 2013 Employee Stock Purchase Plan (“ESPP”), retirement benefits under the Company’s 401(k) plan and participation in employee benefit plans. The following chart summarizes the three main elements of compensation, their objectives and key features.
Elements of Executive Compensation
| Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | •Reviewed annually at the beginning of the year or at the time of a new hire •Determined based on a number of factors (including individual performance, internal equity, retention, criticality of the role, and the overall performance of our Company) and by reference to market data provided by our independent compensation consultant | | Performance Bonus (at-risk cash) | Motivates and rewards attainment of key annual corporate performance goals that relate to our key business objectives. | •Target amounts calculated as a percentage of base salary •Reviewed and determined annually at the beginning of the year or at the time of a new hire •Determined based on positions that have similar impact on the organization and competitive bonus opportunities in our market •Opportunities depend on achieving specific corporate performance objectives consistent with our long-term strategic plan •Actual amounts earned are determined after the end of the year, taking into account corporate and, where applicable, individual performance objectives | | Long-Term Incentive (at-risk equity) | Motivates and rewards long-term Company and individual performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long term. | •Reviewed annually •May be granted at the beginning of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement •Amount of individual awards is based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by our independent compensation consultant •Equity grants provided primarily in the form of stock options and RSUs that typically vest over four and three years, respectively |
Elements of Executive Compensation
We focus on providing a competitive compensation package to our executive officers, which provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short- and long-term compensation or among cash and non-cash compensation. Instead, the HCMCC and the Board exercise judgment to establish a total compensation program for each NEO that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that the HCMCC and Board believe is appropriate to achieve the goals of our executive compensation program and our corporate objectives. Historically we have structured a significant portion of the NEO target total compensation so that it is comprised of performance-based bonus opportunities and long-term equity awards, to align the executive officers’ incentives with our corporate goals and the interests of our stockholders. In making executive compensation decisions, the HCMCC generally considers each executive officer’s total direct compensation, which consists of base salary and target bonus opportunity, which together we refer to as target total cash compensation, and long-term equity awards (which are valued based on an approximation of grant date fair value).
Use of Competitive Market Compensation Data
Use of Competitive Market Compensation Data The HCMCC believes that it is important when making compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the HCMCC directed Aon to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete. To make 2023 pay decisions, Aon proposed, and the HCMCC approved, a group of companies that would be appropriate peers based on our Company’s industry focus, stage of clinical development and size (based on employee headcount, revenues and market capitalization). Specifically, based on input from the HCMCC, Aon compiled a list of biotechnology companies with an emphasis on similarly sized companies engaged in research and development of clinical stage drug programs. The peer data is referred to in this Proxy Statement as market data. Aon reviewed those components of the market data that were most closely comparable to each of our executive officers’ position. The following 18 companies were approved in September 2022 as our peers for use in 2023 compensation decisions:
Use of Competitive Market Compensation Data
| Agenus, Inc. | Deciphera Pharmaceuticals, Inc. | | Alector, Inc. | Denali Therapeutics Inc. | | Allogene Therapeutics, Inc. | ImmunoGen, Inc. | | Apellis Pharmaceuticals, Inc. | Iovance Biotherapeutics, Inc. | | Arcus Biosciences, Inc. | Kura Oncology, Inc. | | Arvinas, Inc. | Mersana Therapeutics, Inc. | | Blueprint Medicines Corporation | Mirati Therapeutics, Inc. | | Coherus BioSciences, Inc. | Revolution Medicines, Inc. | | Corcept Therapeutics Incorporated | Sangamo Therapeutics, Inc. |
Use of Competitive Market Compensation Data
At the time of approval of these peer companies, the Company fell in the 46th percentile of the peer group in terms of market capitalization, the 80th percentile of the peer group in terms of revenues and the 32nd percentile of the peer group in terms of total employee headcount, as set forth in the following table:
Use of Competitive Market Compensation Data
| | Revenue (in millions) | Market Capitalization (in millions) | Number of Employees (#) | | 75th Percentile | $265 | $2,922 | 405 | | Median | $103 | $1,935 | 314 | | 25th Percentile | $40 | $951 | 216 | | Xencor | $289 | $1,766 | 254 | | Percentile Rank | 80% | 46% | 32% |
Use of Competitive Market Compensation Data
Market data is only one of the factors that the HCMCC and Board consider as a reference point in making compensation decisions. The HCMCC and Board consider other factors as described below under “Factors Used in Determining Executive Compensation.”
Factors Used in Determining Executive Compensation
Factors Used in Determining Executive Compensation Our HCMCC and Board set the compensation of our executive officers at levels they determine to be competitive and appropriate for each named executive officer, using their professional experience and judgment. Executive pay is not targeted to a specific market percentile. Pay decisions are not made by use of a formulaic approach or benchmark; the HCMCC and the Board believe that executive pay decisions require consideration of a multitude of relevant factors that may vary from year to year. In making executive compensation decisions, the HCMCC and Board generally take into consideration the factors listed below. •Company performance and existing business needs; •each NEO’s individual performance, scope of job function and the criticality of the skill set of the NEO to our future performance; •internal pay equity among NEOs and positions; •the need to attract new talent to our executive team and retain existing talent in a highly competitive industry; •a range of market data reference points including review of compensation practices of companies within our peer group, as described above under “Use of Competitive Market Compensation Data”; •the total compensation cost and stockholder dilution from executive compensation actions; •independent compensation consultant’s recommendations on compensation policy determinations for the executive officer group; •a review of an NEO’s total targeted and historical compensation and equity ownership; and •our Chief Executive Officer’s recommendations, based on his direct knowledge of the performance by each NEO.
Mix of Elements of Compensation
Mix of Elements of Compensation The three principal components of our executive compensation program for our named executive officers in 2023 were base salary, annual cash performance bonuses and long-term incentive equity compensation. We structured a significant portion of our named executive officers’ 2023 compensation to be variable, at risk and tied directly to our measurable performance in the form of performance-based bonuses and equity incentive awards comprised of 75% stock options and 25% RSUs. For 2023, 91% of our Chief Executive Officer’s target total compensation and an average of 81% of our other NEOs1 total compensation were variable and at-risk, consisting of the target annual performance bonus and equity incentives awarded. The percentages for the target pay mix in the graphics above do not sum to 100% due to rounding.
Annual Performance Bonus
Annual Performance Bonus Under the 2023 annual performance bonus program, each NEO was eligible to be considered for a performance bonus based on (1) the individual's target bonus, as a percentage of base salary and (2) the percentage attainment of the 2023 corporate goals established by the Board, after recommendation by the HCMCC. The actual performance-based bonus paid, if any, is calculated by multiplying the executive’s base salary by the target bonus percentage, and then by the percentage attainment of the corporate goals as determined by the HCMCC.
Target Bonuses
Target Bonuses Each NEO’s target bonus is set as a percentage of the NEO’s earned base salary, with the percentage being evaluated in the context of market data. For 2023, the Board determined that Dr. Desjarlais' bonus target would increase by 5% from 45% to 50% in order to bring the target opportunity into alignment with the competitive market. The HCMCC believes that the executive officers should have a target bonus that is based on the achievement of the Company’s goals. The HCMCC approved a total bonus pool for 2023 that was based on the achievement of corporate performance goals, set forth in the table below. The HCMCC retains discretion to make adjustments up or down to the calculated bonuses, considering factors such as unexpected or unplanned events, the overall financial condition of the Company, extraordinary individual performance and other aspects of leadership, talent development and efforts to foster a corporate culture of inclusion and diversity.
Target Bonuses
| Executive | Annual Performance Bonus Award Opportunity (as a % of Base Salary) | | Bassil I. Dahiyat, Ph.D. | 60% | | John R. Desjarlais Ph.D. | 50% | | Celia E. Eckert | 45% | | John J. Kuch | 45% | | Nancy K. Valente, M.D. | 50% | | Allen S. Yang, M.D., Ph.D. | 45% |
Target Bonuses
Performance Goals In early 2023, our Board, upon recommendation by the HCMCC with input and recommendations from management, reviewed and approved the 2023 corporate goals. At the end of the year, the HCMCC subsequently evaluated the Company’s performance against those goals. In setting the 2023 goals, the Board sought to create targets for management that the HCMCC believed balanced the Company’s short- and long-term plans and best aligned the goals with the interests of stockholders. The 2023 goals were divided into four categories that the board believed advanced the Company’s overall corporate strategy:
Target Bonuses
| 2023 Corporate Performance Goals | | Clinical and development goals: •Execute and refine development plans for our clinical programs to create high-impact therapeutics for patients •Advance early-stage clinical portfolio toward proof-of-concept (go/no-go) decisions | | Research and early-stage development goals: •Extend XmAb platform to maintain competitive advantage in drug discovery and expand development pipeline | | Operational goals: •Develop staff leadership skills and communication skills to drive scientific and operational excellence | | Financial goals: •Maintain strong cash position and stay on budget |
Target Bonuses
Performance Achievement The HCMCC considered the following specific achievements with regard to our corporate performance goals in determining the overall achievement: a.Clinical and development goals: Initiated a Phase 1b/2 clinical study of vudalimab (PD-1 x CTLA-4) in advanced non-small cell lung cancer and stopped enrolling certain cohorts in vudalimab studies; began dosing subcutaneous formulation of XmAb819 (ENPP3 x CD3) in ongoing Phase 1 study; initiated a Phase 1 study of XmAb662 (IL12-Fc); terminated XmAb104 development. Delays in clinical trials for key programs limited full achievement of the clinical and development goals in 2023. b.Research and early-stage development goals: Completed investigational new drug (IND)-enabling activities and submitted IND application for XmAb541 (CLDN6 x CD3); submitted IND application for XmAb662 (IL12-Fc); advanced CD28 T-cell engager candidates for potential clinical development; created lead CD3 T-cell engager against novel solid tumor target under collaboration; explored novel platforms and programs for future pipeline expansion. c.Operational goals: Enhanced procedures to integrate active knowledge sharing for program teams, with broad participation across the company; conducted a comprehensive company-wide engagement survey and took measures to address key areas for improvement; continued a formal 1x1 mentorship program and popular peer-led learning opportunities. d.Financial goals: Stayed on budget and exceeded anticipated year-end cash position, completing 2023 with $697.4 million in cash, cash equivalents, restricted cash, and marketable debt securities, and earning $49.5 million in royalty revenue from net sales of medicines commercialized by partners. At the end of 2023, the HCMCC considered the progress of our clinical programs, improvements in operations, and overall financial position, and determined to fund the bonus pool at 85% of target. For 2023, each NEO’s target bonus, total performance achievement for those targets consistent with company performance and the resulting bonus amount paid in early 2024 were as follows:
Target Bonuses
| Executive | Performance Achievement for 2023 (%) | Target Bonus Amount ($) | Bonus Amount Paid ($) | | Bassil I. Dahiyat, Ph.D. | 85% | $420,120 | $357,100 | | John R. Desjarlais, Ph.D. | 85% | 259,450 | 220,500 | | Celia E. Eckert | 85% | 205,920 | 175,000 | | John J. Kuch | 85% | 210,600 | 179,000 | | Nancy K. Valente, M.D. (1) | 85% | 180,000 | 153,000 | | Allen S. Yang, M.D., Ph.D. (2) | N/A | 234,000 | — |
Target Bonuses
(1)Dr. Valente's target bonus is pro-rated based on her hire date. (2)Dr. Yang was not eligible to receive a bonus following his June 30, 2023 separation.
Equity Awards
Equity Awards Our executive officers are eligible to receive equity compensation in the form of stock options and RSUs. In early 2023, the Board and HCMCC awarded to the NEOs stock options and RSUs. The Board and HCMCC believe that stock options and RSUs are a key tool in serving to align the interests of our executive officers and our stockholders. Stock options and RSUs are variable and at-risk compensation that automatically links executive pay to stockholder return, as the value realized is dependent upon, and directly proportionate to, the performance of the stock price. Stock options do not have downside protection, and the awards will not provide value to the holder when the stock price is below the grant price. RSUs provide the executive with a value determined by the stock price and the portion of RSU that vests annually. This provides incentive for the executive to continue to create shareholder value over time and with the downside protection that the RSU will retain some value. It also provides an incentive for executives to continue providing services to the Company through the vesting periods. In 2023, equity incentive awards granted to all of our NEOs were based on a competitive market value. For all NEOs, 75% of the value was distributed as stock options and 25% as RSUs. We weigh the mix more heavily with stock options because to receive value from these grants, the price of the stock must increase above the price at date of grant and be above the grant price after the award vests to have value when exercised, which focuses our executives on long-term shareholder value creation. In February 2023, the Board, upon recommendation by the HCMCC, approved the following stock option and RSU values for our NEOs. The calculation for determining the number of shares to be issued is determined by the Company using a methodology under the Company’s internal equity grant guidelines. Each stock option vests as to 25% of the total number of option shares granted on the first anniversary of the date of grant and thereafter in equal monthly installments for 36 months. Each RSU vests as to one third of the total number of shares granted on the first, second and third anniversaries of the date of grant. The vesting of stock options and RSUs is subject to the officer’s continued services to our Company. Vesting of awards may accelerate under certain termination and change in control events as described below under “Overview of Employment and Change in Control Agreements—Severance and Change in Control Benefits”.
Equity Awards
| Executive | Stock Option Grant (# shares) | Stock Option Grant ($) | RSU Grant (# shares) | RSU Grant ($) | | Bassil I. Dahiyat, Ph.D. | 315,126 | 5,250,000 | 52,521 | 1,750,000 | | John R. Desjarlais, Ph.D. | 112,545 | 1,875,000 | 18,758 | 625,000 | | Celia E. Eckert | 63,025 | 1,050,000 | 10,504 | 350,000 | | John J. Kuch | 72,029 | 1,200,000 | 12,005 | 400,000 | | Allen S. Yang, M.D., Ph.D. (1) | 90,036 | 1,500,000 | 15,006 | 500,000 |
Equity Awards
(1)Upon Dr. Yang's separation from service on June 30, 2023, these grants were forfeited The annual stock option and RSU grants to our NEOs are evaluated by the HCMCC and approved by the Board in the context of each NEO’s total compensation and take into account the market data provided by Aon in addition to the individual officer’s responsibilities, criticality, performance and total equity ownership. The HCMCC and Board also take into account the recommendations of the Chief Executive Officer with regards to appropriate grants and any particular individual circumstances. In determining the annual grants for our NEOs, the HCMCC considered that such awards were closely aligned with the long-term efforts of the senior management team to increase stockholder value. The HCMCC determined the size of the grants based on its subjective assessment of the appropriate incentives necessary for our NEOs, considering the market data provided as well as the proposed annual grant and total options held by each named officer, as a percentage of total ownership in our Company, the fair value of each officer’s proposed grant in connection with his or her overall total target compensation (total target cash compensation plus long-term incentive compensation), and each officer’s individual role and performance.
Leadership Transitions
Leadership Transitions Effective May 1, 2023, we appointed Dr. Valente as Executive Vice President and Chief Development Officer. Dr. Valente had served on our Board of Directors from September 2022 until April 2023. In this executive role, Dr. Valente is responsible for development of the Company's clinical pipeline to deliver high-impact therapeutics. Under her offer letter, Dr. Valente will receive an annual base salary of $540,000 and a performance-based target annual cash incentive opportunity equal to 50% of her annual base salary, as well as long-term equity incentives in the form of: (i) stock options with a value of approximately $3.9 million, one-fourth of which shares will vest on May 1, 2024 and the balance of the option shares shall vest at the rate of 1/48th on the final date of each month thereafter, subject to Dr. Valente’s continuous service through each such vesting date; and (ii) an RSU award with a grant date fair value of approximately $1.3 million, which will vest in three equal installments on the first, second and third anniversaries of the grant date, subject to her continued employment through the applicable vesting dates. On June 30, 2023 we entered into a separation agreement with Dr. Yang, who had served as Senior Vice President and Chief Medical Officer. In connection with this involuntary separation, subject to his execution of a release of claims, Dr. Yang was eligible to receive: lump sum cash severance of $520,000 and a lump sum bonus payment of $117,000, based on base salary and target bonus percentage, prorated for number of days worked; and payments of COBRA insurance premiums for up to 12 months. The above amounts were determined in accordance with Dr. Yang's offer letter and in previous public filings. Under his separation agreement, Dr. Yang agreed not to disparage the Company in any manner likely to be harmful to the business and was required to release the Company from any and all prior claims.
Employment, Severance and Change in Control Agreements
Employment, Severance and Change in Control Agreements The Company has offer letters or employment agreements with certain NEOs, including Dr. Dahiyat, Dr. Valente, and Ms. Eckert, that provide for the basic terms of their employment, including base salary, performance bonus opportunity and equity grants, as well as certain severance and change in control benefits. All of the NEOs are “at-will” employees. We have severance agreements with Dr. Dahiyat, Dr. Desjarlais and Mr. Kuch that provide for severance benefits (cash payments, payments for COBRA premiums and equity acceleration) upon a termination without cause or, for a resignation for good reason, either alone or within one month prior to or 12 months following a change in control transaction. We do not provide any excise tax gross ups in connection with severance paid upon termination without cause or relating to a change in control transaction. Our HCMCC reviewed, and our Board approved, the NEO severance benefits, after a review of market data provided by our compensation consultant, to ensure that the benefits remain appropriately structured and at reasonable levels. All change in control payments are structured to be on a “double-trigger” basis, requiring an involuntary termination in connection with the change in control transaction. The Board and HCMCC believes that these severance protection benefits are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. See “Overview of Employment and Change in Control Agreements” below for more information regarding the agreements we have with each of our NEOs.
Role of our HCMCC, Management and the Board
Role of our HCMCC, Management and the Board The HCMCC is appointed by the Board to assist the Board with its responsibilities related to the Company’s culture, talent development, succession planning, compensation policies, plans and programs, to review and determine, as appropriate, the compensation to be paid to the Company’s executive officers and directors and to review, discuss with management and approve the Company’s disclosures contained in the Compensation Discussion & Analysis for use in our Annual Report on Form 10-K, registration statements, proxy statements or information statements. The HCMCC is also responsible for preparing and reviewing its report on executive compensation included in this Proxy Statement. For details on the HCMCC’s oversight of the executive compensation program, see the section titled “Information Regarding Committees of the Board of Directors—Board Committees—Human Capital Management & Compensation Committee” beginning on page 20 of this Proxy Statement. Our HCMCC consists solely of independent members of the Board. The HCMCC reviews and makes recommendations to the Board with respect to all compensation paid to our executive officers, including our NEOs. The Chief Executive Officer evaluates and provides to the HCMCC performance assessments and compensation recommendations. In making his recommendations, the Chief Executive Officer reviews various third-party compensation surveys and compensation data provided by the independent compensation consultant to the HCMCC, as described below. While the Chief Executive Officer discusses his recommendations with the HCMCC and the Board, he does not participate in the deliberations concerning, or the determination of, his own compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the HCMCC or the Board to make presentations, provide financial or other background information or advice or otherwise participate in the HCMCC or Board meetings. The HCMCC meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines, subject to final Board approval, the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis, typically at the beginning of each fiscal year; however, decisions may occur during the year for new hires, promotions or other special circumstances as our HCMCC determines appropriate. Neither the Board nor the HCMCC is authorized to delegate authority to approve executive officer compensation. The HCMCC does not maintain a formal policy for recommending to the Board the timing of equity awards to our executive officers; awards are generally approved at a meeting of the HCMCC and the Board in the first quarter of each year. Under our equity incentive plans, the exercise price of a stock option cannot be less than the 100% of the fair market value of the Company’s common stock at the time of grant.
Role of Compensation Consultant
Role of Compensation Consultant The HCMCC has the authority to retain independent compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The HCMCC retained Aon as its compensation consultant to develop a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices and considering different compensation programs to aid making executive pay decisions for 2023. Aon reported directly to the HCMCC. The HCMCC assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that there were no conflicts of interest and that Aon was independent.
Summary Compensation Table
Summary Compensation Table The following table shows the total compensation earned by the NEOs in 2023, 2022 and 2021, as applicable.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Bassil I. Dahiyat, Ph.D. | 2023 | 700,200 | 1,650,735 | 5,249,673 | 357,100 | 8,247 | 7,965,955 | | President, Chief Executive | 2022 | 670,000 | 1,493,825 | 5,132,880 | 402,000 | 7,247 | 7,705,952 | | Officer and Director | 2021 | 625,000 | 945,957 | 3,340,406 | 450,000 | 8,932 | 5,370,295 | | John R. Desjarlais, Ph.D. | 2023 | 518,900 | 589,564 | 1,874,883 | 220,500 | 9,247 | 3,213,094 | | Chief Scientific Officer | 2022 | 485,000 | 1,075,557 | 1,168,043 | 218,200 | 8,247 | 2,955,047 | | | 2021 | 465,000 | 448,103 | 1,452,190 | 251,100 | 8,932 | 2,625,325 | | Celia E. Eckert | 2023 | 457,600 | 330,141 | 1,049,931 | 175,000 | 9,247 | 2,021,919 | | General Counsel | 2022 | 440,000 | 597,518 | 648,915 | 198,000 | 8,247 | 1,892,680 | | | 2021 | 400,000 | 258,903 | 839,034 | 192,000 | 8,932 | 1,698,869 | | John J. Kuch | 2023 | 468,000 | 377,317 | 1,199,929 | 179,000 | 9,247 | 2,233,493 | | Chief Financial Officer | 2022 | 450,000 | 697,124 | 757,070 | 202,500 | 8,247 | 2,114,941 | | | 2021 | 415,000 | 258,903 | 839,034 | 224,100 | 8,932 | 1,745,969 | | Nancy K. Valente, M.D. (5) | 2023 | 360,000 | 1,063,743 | 3,487,442 | 153,000 | 104,677 | 5,168,862 | | Chief Development Officer | | | | | | | | | Allen S. Yang, M.D., Ph.D. (6) | 2023 | 260,000 | 471,639 | 1,499,907 | — | 712,818 | 2,944,364 | | Former Chief Medical Officer | 2022 | 500,000 | 995,883 | 1,081,519 | 225,000 | 8,247 | 2,810,649 | | | 2021 | 480,000 | 398,309 | 1,290,835 | 259,200 | 8,932 | 2,437,276 |
Summary Compensation Table
_________________________________________ (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock awards granted during the respective year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions used in the calculation of these amounts are included in Note 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the RSUs or the sale of the common stock received. (2)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during the respective year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions used in the calculation of these amounts are included in Note 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (3)Amounts in this column represent annual performance-based bonuses earned for the respective fiscal year. Each performance-based bonus shown above was paid in cash to the respective executive in the first quarter of the following year. For more information, see above under “Compensation Discussion and Analysis—2023 Executive Compensation Program—Annual Performance Bonus.” (4)Amounts in this column represent term life and disability insurance premiums paid by us on behalf of the NEOs as well as matching of contributions made under 401(k) plan. All of these benefits are provided to the NEOs on the same terms as provided to all of our regular full-time employees. For more information regarding these benefits, see below under “Description of Compensation Arrangements—Other Benefits.” (5)Dr. Valente's employment with the Company started on May 1, 2023 and therefore her salary and bonus payment reflect pro-rated amounts based on her hire date. The amount reported for Dr. Valente in the "All Other Compensation" column for 2023 includes $79,553 in relocation expenses, of which $39,768 is tax gross-up, that were reimbursed by the Company. (6)Dr. Yang's employment ended with the Company in June 2023 and therefore his salary reflects pro-rated amount based on his termination date. Pursuant to the terms of the Dr. Yang's separation agreement, the amounts shown in the "All Other Compensation" column also includes severance payment in the amount of $637,000 (equal to 12 months of his base salary and a bonus payment prorated for his employment through his separation date) and a one-time payout of accrued Paid Personal Leave of $66,695.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information relating to grants of plan-based incentive awards to the NEOs in 2023.
Grants of Plan-Based Awards
| Name | Award Type | Grant Date(2) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Target (1) ($) | All Other Stock Awards: Number of Securities Underlying Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Bassil I. Dahiyat, Ph.D. | Annual Stock Award | 3/2/23 | | 52,521 | | | 1,650,735 | | | Annual Stock Option | 3/2/23 | | | 315,126 | 31.43 | 5,249,673 | | | Performance Bonus | | 420,120 | | | | | | John R. Desjarlais, Ph.D. | Annual Stock Award | 3/2/23 | | 18,758 | | | 589,564 | | | Annual Stock Option | 3/2/23 | | | 112,545 | 31.43 | 1,874,883 | | | Performance Bonus | | 259,450 | | | | | | Celia E. Eckert | Annual Stock Award | 3/2/23 | | 10,504 | | | 330,141 | | | Annual Stock Option | 3/2/23 | | | 63,025 | 31.43 | 1,049,931 | | | Performance Bonus | | 205,920 | | | | | | John J. Kuch | Annual Stock Award | 3/2/23 | | 12,005 | | | 377,317 | | | Annual Stock Option | 3/2/23 | | | 72,029 | 31.43 | 1,199,929 | | | Performance Bonus | | 210,600 | | | | | | Nancy K. Valente, M.D. | Employment Stock Award | 5/1/23 | | 39,296 | | | 1,063,743 | | | Employment Stock Option | 5/1/23 | | | 235,778 | 27.07 | 3,487,442 | | | Performance Bonus | | 180,000 | | | | | | Allen S. Yang, M.D., Ph.D. | Annual Stock Award | 3/2/23 | | 15,006 | | | 471,639 | | | Annual Stock Option | 3/2/23 | | | 90,036 | 31.43 | 1,499,907 | | | Performance Bonus | | 234,000 | | | | |
Grants of Plan-Based Awards
(1)Amounts in this column represent the target performance-based bonus opportunity for each NEO for 2023. There were no threshold or maximum payout levels for these awards. For a description of the 2023 performance bonus program, see “Compensation Discussion and Analysis—2023 Executive Compensation Program—Annual Performance Bonus” above. The amount actually earned by each NEO is reported in the “Summary Compensation Table” above. (2)All options were granted under the terms of our 2013 Equity Incentive Plan (the "2013 Plan"), with an exercise price per share equal to the closing price of our common stock on the grant date, and vest over a four-year period. All RSUs were granted under the terms of our 2013 Plan, and vest over a three-year period. For certain information concerning our 2013 Plan, see “— Equity Compensation Plan Information” below. (3)Amounts in this column reflect the aggregate grant date fair value of the option and RSU awards granted during 2023, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options or RSUs, the exercise of the stock options, or the sale of the common stock underlying such stock options or RSUs.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards granted to each NEO that remain outstanding as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards (1) | | | | Stock Awards (2) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) (3) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | | Bassil I. Dahiyat, Ph.D. | 2/12/2015 | 75,000 | — | $15.69 | 2/12/2025 | | | | | 1/26/2016 | 125,001 | — | 12.51 | 1/26/2026 | | | | | 1/30/2017 | 125,002 | — | 22.55 | 1/30/2027 | | | | | 1/24/2018 | 107,501 | — | 23.40 | 1/24/2028 | | | | | 2/12/2019 | 138,655 | — | 36.31 | 2/12/2029 | | | | | 3/2/2020 | 132,776 | 8,852 | 32.28 | 3/2/2030 | | | | | 3/8/2021 | 90,745 | 41,248 | 43.00 | 3/8/2031 | 7,333 | 155,680 | | | 3/3/2022 | 130,623 | 167,944 | 30.02 | 3/3/2032 | 33,174 | 704,284 | | | 3/2/2023 | — | 315,126 | 31.43 | 3/2/2033 | 52,521 | 1,115,021 | | John R. Desjarlais, Ph.D. | 2/21/2014 | 80,000 | — | 11.05 | 2/21/2024 | | | | | 7/14/2014 | 50,000 | — | 10.73 | 7/14/2024 | | | | | 2/12/2015 | 85,000 | — | 15.69 | 2/12/2025 | | | | | 1/26/2016 | 85,000 | — | 12.51 | 1/26/2026 | | | | | 1/30/2017 | 85,000 | — | 22.55 | 1/30/2027 | | | | | 1/24/2018 | 80,000 | — | 23.40 | 1/24/2028 | | | | | 2/12/2019 | 63,025 | — | 36.31 | 2/12/2029 | | | | | 3/2/2020 | 51,143 | 3,410 | 32.28 | 3/2/2030 | | | | | 3/8/2021 | 42,984 | 19,539 | 43.00 | 3/8/2031 | 3,474 | 73,753 | | | 3/3/2022 | 31,349 | 40,307 | 30.02 | 3/3/2032 | 23,886 | 507,100 | | | 3/2/2023 | — | 112,545 | 31.43 | 3/2/2033 | 18,758 | 398,232 | | Celia E. Eckert | 9/3/2019 | 91,292 | — | 35.58 | 9/3/2029 | | | | | 3/2/2020 | 17,703 | 1,181 | 32.28 | 3/2/2030 | | | | | 3/8/2021 | 24,835 | 11,289 | 43.00 | 3/8/2031 | 2,007 | 42,609 | | | 3/3/2022 | 17,416 | 22,393 | 30.02 | 3/3/2032 | 13,270 | 281,722 | | | 3/2/2023 | — | 63,025 | 31.43 | 3/2/2033 | 10,504 | 223,000 | | John J. Kuch | 2/12/2015 | 62,764 | — | 15.69 | 2/12/2025 | | | | | 1/26/2016 | 70,000 | — | 12.51 | 1/26/2026 | | | | | 1/30/2017 | 85,000 | — | 22.55 | 1/30/2027 | | | | | 1/24/2018 | 68,000 | — | 23.40 | 1/24/2028 | | | | | 5/15/2018 | 10,000 | — | 33.11 | 5/15/2028 | | | | | 2/12/2019 | 50,420 | — | 36.31 | 2/12/2029 | | | | | 3/2/2020 | 38,121 | 2,542 | 32.28 | 3/2/2030 | | | | | 3/8/2021 | 24,835 | 11,289 | 43.00 | 3/8/2031 | 2,007 | 42,609 | | | 3/3/2022 | 20,319 | 26,125 | 30.02 | 3/3/2032 | 15,482 | 328,683 | | | 3/2/2023 | — | 72,029 | 31.43 | 3/2/2033 | 12,005 | 254,866 | | Nancy K. Valente, M.D. | 9/8/2022 | 14,597 | 20,685 | 25.32 | 9/8/2032 | | | | | 5/1/2023 | — | 235,778 | 27.07 | 5/1/2033 | 39,296 | 834,254 |
Outstanding Equity Awards at Fiscal Year-End
(1)All of the outstanding option awards granted on and after January 1, 2014 were granted under and subject to the terms of the 2013 Plan. Except as otherwise indicated, each option award becomes exercisable as it becomes vested and all vesting is subject to the executive’s continuous service with us through the vesting dates and the potential vesting acceleration described below under “— Potential Payments upon Termination or Change in Control.” All of the outstanding options are subject to our standard option vesting schedule such that 25% of the shares subject to the option vest on the one-year anniversary of the grant date and 1/48th of the shares vest monthly thereafter, such that the options are fully vested on the four-year anniversary of the date of grant. (2)All of the outstanding RSU awards were granted under and subject to the terms of the 2013 Plan. Except as otherwise indicated, each RSU award vests as to one-third of the total number of shares granted on the first, second and third anniversaries of the date of grant subject to the executive’s continuous service with us through the vesting dates and the potential vesting acceleration described below under “—Potential Payments upon Termination or Change in Control.” (3)All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined in good faith by our Board. (4)Dr. Yang's unvested stock options and RSU awards as of his termination date on June 30, 2023 were forfeited. We did not engage in any repricing or other modifications or cancellations to any of our NEOs’ outstanding equity awards during the year ended December 31, 2023.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information on stock options exercised, including the number of shares acquired upon exercise and stock awards vested, and the value realized, determined as described below, for the NEOs in the year ended December 31, 2023.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Bassil I. Dahiyat, Ph.D. | 141,013 | 2,302,809 | 31,789 | $1,001,189 | | John R. Desjarlais, Ph.D. | — | — | 18,445 | 582,744 | | Celia E. Eckert | — | — | 9,690 | 306,168 | | John J. Kuch | — | — | 12,006 | 379,513 | | Allen S. Yang, M.D., Ph.D. | — | — | 14,146 | 447,513 |
Option Exercises and Stock Vested
_________________________________________ (1)The value realized on exercise is based on the difference between the closing price of our common stock on the date of exercise and the applicable exercise price of those options and does not represent actual amounts received by the NEOs as a result of the option exercises. (2)The value realized on vesting is based on the closing price of our common stock on the date of vesting.
Pension Benefits, Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation
Pension Benefits, Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation No pension benefits were paid to any of our named executive officers during fiscal 2023. We do not currently sponsor any non-qualified defined contribution plans or non-qualified deferred compensation plans.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Severance Agreements In May 2016, we entered into severance agreements with our NEOs Dr. Dahiyat, Dr. Desjarlais and Mr. Kuch. In August 2019 we entered into a letter agreement with Ms. Eckert, which was amended in October 2023. In April 2023 we entered into a letter agreement with Dr. Valente, which was amended in October 2023. The provisions regarding their severance are described below. Dr. Dahiyat. Pursuant to the Severance Agreement with Dr. Dahiyat, if we terminate Dr. Dahiyat’s employment without cause or if Dr. Dahiyat resigns for good reason, at any time, subject to his execution of an effective release and waiver of claims in favor of us, Dr. Dahiyat will receive (1) a lump sum severance payment equal to the sum of (a) his then-current annual base salary for 24 months and (b) an amount equal to Dr. Dahiyat’s then-current target bonus percentage of his then-current annual base salary assuming achievement of 100% of corporate, and as applicable, personal goals established for such year, prorated for the number of days Dr. Dahiyat worked during the year of his termination; (2) vesting acceleration of all his outstanding stock options and equity awards subject to time-based vesting as if Dr. Dahiyat had completed an additional 24 months of service; and (3) payment of his COBRA insurance premiums for up to 12 months. Additionally, in the event that Dr. Dahiyat’s termination without cause or resignation for good reason occurs within a “change in control period,” defined as the period beginning one month prior to the execution of a definitive written agreement that if consummated would result in a change in control and ending on the earlier of the termination of such agreement or 12 months following the consummation of such change in control, subject to his execution of an effective release and waiver of claims in favor of us, Dr. Dahiyat will additionally receive vesting acceleration in full of all his outstanding time-based stock options and other equity awards. Mr. Kuch and Dr. Desjarlais. Pursuant to Severance Agreements with each of Mr. Kuch and Dr. Desjarlais, if we terminate the officer’s employment without cause or if the officer resigns for good reason, at any time, subject to his execution of an effective release and waiver of claims in favor of us, the officer will receive (1) a lump sum severance payment equal to the sum of (a) his then-current annual base salary for 12 months and (b) an amount equal to the executive’s then-current target bonus percentage of his then-current annual base salary assuming achievement of 100% of corporate, and as applicable, personal goals established for such year, prorated for the number of days the officer worked during the year of his termination; (2) vesting acceleration of all his outstanding stock options and equity awards subject to time-based vesting as if the officer had completed an additional 12 months of service; and (3) payment of his COBRA insurance premiums for up to 12 months. Additionally, if the officer’s termination without cause or resignation for good reason occurs within a “change in control period,” defined as the period beginning one month prior to the execution of a definitive written agreement that if consummated would result in a change in control and ending on the earlier of the termination of such agreement or 12 months following the consummation of such change in control, subject to his execution of an effective release and waiver of claims in favor of us, the officer will additionally receive vesting acceleration in full of all his outstanding time-based stock options and other equity awards. Dr. Yang. On June 30, 2023 we entered into a separation agreement with Dr. Yang which provided for Dr. Yang's separation from employment as Senior Vice President and Chief Medical Officer effective June 30, 2023 (the "Separation Date"). As of the Separation Date, upon Dr. Yang's execution of the agreement and release of claims, Dr. Yang was eligible to receive: lump sum severance payment equal to his current base salary for 12 months; lump sum bonus payment based on current bonus target percentage and base salary prorated for number of days worked, and payments of COBRA insurance premiums for up to 12 months. Dr. Valente and Ms. Eckert. Pursuant to letter agreements with each of Dr. Valente and Ms. Eckert, and subsequent amendment, if we terminate the officer’s employment without cause or if the officer resigns for good reason, subject to her execution of an effective release and waiver of claims in favor of us, the officer will receive (1) a lump sum severance payment equal to her then-current annual base salary for 12 months and (2) payment of her COBRA insurance premiums for up to 12 months. Additionally, if the officer’s termination without cause occurs within 90 days prior to or 12 months after a change in control, the officer will receive (1) vesting acceleration of all his or her outstanding stock options and equity awards subject to time-based vesting as if the officer had completed an additional 12 months of service if the termination occurs prior to the one-year anniversary of the officer’s commencement of employment or (2) vesting acceleration of all his or her outstanding stock options and equity awards if the termination occurs after the one-year anniversary of the officer’s commencement of employment. Equity Incentive Plan Provisions Pursuant to the 2013 Plan and the 2023 Plan, the plan administrator may accelerate the vesting of stock awards granted under the applicable plan in connection with a corporate transaction. For more information, see below under "Equity Compensation Plan Information". Summary of Estimated Amounts Payable upon Termination or Change in Control The following table shows estimated payments that would be made to each NEO in the event of a termination of employment under various termination situations, assuming the applicable termination event occurred on December 31, 2023.
Potential Payments upon Termination or Change in Control
| Name | Benefit | Termination Not in Connection with a Change in Control ($)(1) | Termination in Connection with a Change in Control ($)(2) | 2013 Plan — Certain Corporate Transactions ($)(3) | | Bassil I. Dahiyat, Ph.D. | Lump Sum Cash Severance Payment | $1,400,400 | $1,400,400 | | | | Lump Sum Target Bonus Payment | 420,120 | 420,120 | | | | COBRA Payments | 19,224 | 19,224 | | | | Vesting Acceleration(4) | 3,108,820 | 3,480,493 | 3,480,493 | | | Benefit Total | $4,948,564 | $5,320,237 | $3,480,493 | | John R. Desjarlais, Ph.D. | Lump Sum Cash Severance Payment | $518,900 | $518,900 | | | | Lump Sum Target Bonus Payment | 259,450 | 259,450 | | | | COBRA Payments | 14,940 | 14,940 | | | | Vesting Acceleration(4) | 3,011,533 | 3,530,585 | 3,530,585 | | | Benefit Total | $3,804,823 | $4,323,875 | $3,530,585 | | Celia E. Eckert | Lump Sum Cash Severance Payment | $457,600 | $457,600 | | | | COBRA Payments | 11,358 | 11,358 | | | | Vesting Acceleration(4) | — | 547,331 | 547,331 | | | Benefit Total | $468,958 | $1,016,289 | $547,331 | | John J. Kuch | Lump Sum Cash Severance Payment | $468,000 | $468,000 | | | | Lump Sum Target Bonus Payment | 210,600 | 210,600 | | | | COBRA Payments | 22,896 | 22,896 | | | | Vesting Acceleration(4) | 1,250,004 | 1,584,270 | 1,584,270 | | | Benefit Total | $1,951,500 | $2,285,766 | $1,584,270 | | Nancy K. Valente, M.D. | Lump Sum Cash Severance Payment | $540,000 | $540,000 | | | | COBRA Payments | 10,555 | 10,555 | | | | Vesting Acceleration(4) | — | 278,071 | 278,071 | | | Benefit Total | $550,555 | $828,626 | $278,071 |
Potential Payments upon Termination or Change in Control
_________________________________________ (1)These benefits would be payable by the Company under each NEO’s individual agreements if an officer is terminated without cause or if an officer resigns for good reason and such termination or resignation does not occur during the period before or after a change of control. For Dr. Dahiyat, Mr. Kuch and Dr. Desjarlais, such period is within one month prior to or 12 months following a change in control. For Dr. Valente and Ms. Eckert, such period is within 90 days prior to or 12 months after a change in control. Payments are subject, in each case, to the respective NEO’s execution of an effective release and waiver of claims in favor of the Company. (2)These benefits would be payable by the Company under each NEO’s individual agreements if an officer is terminated without cause or if an officer resigns for good reason and such termination or resignation occurs during the period before or after a change of control. For Dr. Dahiyat, Mr. Kuch and Dr. Desjarlais, such period is within one month prior to or 12 months following a change in control. For Dr. Valente and Ms. Eckert, such period is within 90 days prior to or 12 months after a change in control. Payments are subject, in each case, to the respective NEO’s execution of an effective release and waiver of claims in favor of the Company. (3)These benefits would be payable by the Company under the 2013 Plan, as applicable, if, upon a corporate transaction event, the Board exercised its discretion to accelerate the vesting and exercisability of outstanding stock options. (4)The value of vesting acceleration consists of stock options based on the closing price of $21.23 per share of common stock on December 31, 2023, minus the exercise price of the unvested stock option shares subject to acceleration, as well as the value of unvested restricted stock units based on the closing price of $21.23 per share of common stock on December 31, 2023. Accordingly, the amounts reported in the table only reflect restricted stock units and option grants with an exercise price less than the closing price of $21.23 per share of common stock on December 31, 2023.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following section has been prepared in accordance with the SEC’s new pay versus performance ("PvP") disclosure rules. Under the PvP rules, the SEC has developed a new definition of pay, referred to as Compensation Actually Paid, ("CAP"), which we are required to calculate and then compare to certain specified performance measures. Under the PvP rules, CAP for the principal executive officer ("PEO") and the average CAP for the non-PEO NEOs is calculated by starting with the Summary Compensation Table ("SCT") values for the relevant years and then making the following adjustments (as are applicable): •Subtracting: the grant date fair value of equity awards granted during the year; and the change in pension value for the year; and •Adding: the year-end fair value of unvested equity awards granted during the year; for equity awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the fair value at the end of the year as compared to the end of the immediately prior year; for equity awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date as compared to the end of the immediately prior year; and the pension service cost for that year. For the most recently completed fiscal year, we did not use any "financial performance measures" as defined in Item 402(v) of Regulation S-K to link compensation paid to the NEOs. Accordingly, we have omitted the tabular list of financial performance measures and the table below does not include a column for a "Company-Selected Measure" as defined in Item 402(v) of Regulation S-K.
PAY VERSUS PERFORMANCE
| | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for non-PEO NEOs (3) | Average Compensation Actually Paid to non-PEO NEOs | Value of Initial Fixed $100 Investment based on: | | Net Income (Loss) (in thousands) | | Year | | | | | TSR (4) | Peer Group TSR (5) | | | 2023 | $7,965,955 | $6,147,081 | $3,116,346 | $2,116,864 | $61.73 | $115.42 | $(126,087) | | 2022 | $7,705,953 | $(770,559) | $2,443,329 | $38,234 | $75.72 | $111.27 | $(55,181) | | 2021 | $5,370,295 | $317,342 | $2,126,860 | $668,412 | $116.66 | $124.89 | $82,631 | | 2020 | $4,480,925 | $6,725,617 | $1,263,427 | $1,881,821 | $126.87 | $125.69 | $(69,333) |
PAY VERSUS PERFORMANCE
_________________________________________ (1)For each year our PEO was Bassil Dahiyat. (2)The following is a summary of the adjustments made to PEO compensation as reported in the SCT to determine PEO CAP. Certain numbers in this table may not foot due to rounding. (3)For 2023, our non-PEO NEOs were John Desjarlais, John Kuch, Celia Eckert, Allen Yang, and Nancy Valente. For 2022, 2021 and 2020 our non-PEO NEOs were John Desjarlais, John Kuch, Celia Eckert and Allen Yang. (4)Total Shareholder Return ("TSR"). (5)Peer Group TSR is Nasdaq Biotechnology Index ("NBI") TSR.
PAY VERSUS PERFORMANCE
| Adjustment to Determine Compensation Actually Paid to PEO | | | | 2023 | | Total compensation from SCT | $7,965,955 | | Deduction for amounts reported under stock awards in SCT | (1,650,735) | | Deduction for amounts reported under option awards in SCT | (5,249,673) | | Increase in fair value of awards granted during year that remain outstanding and unvested at year-end | 6,364,696 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted in prior year that were outstanding and unvested at year-end | (5,441,290) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted in prior year that vested during the year | 4,158,128 | | Compensation actually paid | $6,147,081 |
PAY VERSUS PERFORMANCE
The following is a summary of the adjustments made to average non-PEO NEO compensation as reported in the SCT to determine average non-PEO NEO CAP. Certain numbers in the following table may not foot due to rounding.
PAY VERSUS PERFORMANCE
| Adjustment to Determine Average Compensation Actually Paid to Non-PEO NEOs | | | | 2023 | | Average total compensation reported in SCT | $3,116,346 | | Deduction for amounts reported under stock awards in SCT | (590,191) | | Deduction for amounts reported under option awards in SCT | (1,903,046) | | Increase in fair value of awards granted during the year that remain outstanding and unvested at year-end | 2,330,632 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior year that were outstanding and unvested at year-end | (1,904,976) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior year that vested during the year | 1,068,099 | | Compensation actually paid | $2,116,864 |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid ("CAP") to our PEO, the average CAP to our non-PEO NEOs, and the Company's and the Company's peers' Total Shareholder Return ("TSR") over the four most recently completed fiscal years. Under Item 402(v) of Regulation S-K, the information required in this “Pay Versus Performance” section is not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.