DEF 14A of Rapid Micro Biosystems, Inc.
Filed Apr 9, 2024 · FY20230001380106-24-000114
PROPOSAL 1: Election of Directors
PROPOSAL 1: Election of Directors At the Annual Meeting, three (3) Class III Directors are to be elected to hold office until the 2027 Annual Meeting of Stockholders and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. In accordance with the terms of our restated certificate of incorporation and amended and restated bylaws, our Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation or removal, whichever is the earliest to occur. The current class structure is as follows: Class I, whose term will expire at the 2025 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose term currently expires at the 2024 Annual Meeting of Stockholders and whose subsequent term will expire at the 2027 Annual Meeting of Stockholders. Kirk D. Malloy, Ph.D., Melinda Litherland and Robert Spignesi are current Class III Directors whose terms expire at the Annual Meeting. The Board, upon the recommendation of our Nominating and Corporate Governance Committee, has nominated Kirk D. Malloy, Ph.D., Melinda Litherland and Robert Spignesi for election as Class III Directors, each to hold office until the 2027 Annual Meeting of Stockholders and until their successor has been duly elected and qualified or until their earlier death, resignation or removal. The three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. This is called plurality. Votes withheld and broker non-votes will have no effect on the outcome of the vote on this proposal. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Class A common stock represented by the proxy for the election as Class III Directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING) The nominees for election to the Board as Class III Directors are as follows:
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with Rapid Micro Biosystems | | Kirk D. Malloy, Ph.D. | 57 | 2023 | Director | | Melinda Litherland | 66 | 2021 | Director | | Robert Spignesi | 55 | 2014 | Director |
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class III Director nominee, as of April 9, 2024, are as follows:
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| KIRK D. MALLOY, PH.D. | Age 57 |
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
Kirk D. Malloy, Ph.D. has served as a member and the Chair of our Board since July 2023. Dr. Malloy has served as the founder and principal of BioAdvisors, LLC ("BioAdvisors") since April 2016, where he provides strategic consulting services to life science, molecular diagnostics and genomics companies. Prior to founding BioAdvisors in April 2016, he was at Illumina, Inc. ("Illumina") from 2002 to 2016, most recently as Senior Vice President and General Manager of Life Sciences and Applied Markets from January 2014 to April 2016. From May 2005 to December 2013, he served as vice president of Global Customer Solutions; he was also Vice President of Global Quality from December 2005 to May 2007. Dr. Malloy joined Illumina in 2002 as Senior Director of Global Customer Solutions. Before Illumina, he held various commercial leadership positions at Biosite Inc. and QIAGEN Inc. Dr. Malloy currently serves as a director for NanoString Technologies, Inc. (Nasdaq: NSTG) and DermTech, Inc. (Nasdaq: DMTK), as Chairman of the board of directors of Tagomics, Ltd., a cancer diagnostics company, and is a director for several private genomics tools companies. Dr. Malloy earned his B.S. in Marine Science and Biology from the University of Miami, his M.S. and Ph.D. from the University of Delaware and held post-doctoral and instructor positions at Boston University and Northeastern University. We believe that Dr. Malloy’s extensive executive leadership positions, experience serving on boards of life sciences companies, and scientific expertise and education qualify him to serve on our Board.
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| MELINDA LITHERLAND | Age 66 |
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
Melinda Litherland has served as a member of our Board since June 2021. Ms. Litherland currently serves on the board of directors of Bio-Rad Laboratories, Inc. (NYSE: BIO), where she has served since April 2017. Ms. Litherland retired in 2015 as a Partner at Deloitte & Touche LLP. During her 34 years at Deloitte & Touche LLP, she worked primarily with technology and life science companies in both audit and consulting capacities. Ms. Litherland holds a B.A. in Economics from Rice University and a Master of Accounting from the Rice University Jones Graduate School of Business. Ms. Litherland is a certified public accountant and a member of the American Institute of CPAs (AICPA). We believe that Ms. Litherland’s extensive financial and life sciences experience qualifies her to serve on our Board.
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| ROBERT SPIGNESI | Age 55 |
NOMINEES FOR CLASS III DIRECTORS (CURRENT TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
Robert Spignesi has served as our President and Chief Executive Officer and as a member of our Board since October 2014. Previously, Mr. Spignesi served as the Vice President & General Manager, Americas of the Microbiology Division at Thermo Fisher Scientific and the Vice President of Global Strategy, Business Development and Marketing at Fisher Scientific. Earlier in his career, he served as an Aviation Officer with the U.S. Army. Mr. Spignesi holds an M.B.A. from Columbia University and a B.S. in Economics from the United States Military Academy at West Point. We believe that Mr. Spignesi’s role as President and Chief Executive Officer of our company and broad industry experience qualify him to serve on our Board.
BOARD OF DIRECTORS
BOARD OF DIRECTORS The following table sets forth our current directors, as of the date of this proxy statement, including three of our current directors who are nominated for re-election at the 2024 Annual Meeting.
BOARD OF DIRECTORS
| Name | Age | Positions with Rapid Micro Biosystems | Class | | David Hirsch, M.D., Ph.D. | 53 | Director | I | | Richard Kollender | 54 | Director | II | | Melinda Litherland | 66 | Director | III | | Inese Lowenstein | 51 | Director | I | | Kirk D. Malloy, Ph.D. | 57 | Director, Chair | III | | Natale Ricciardi | 75 | Director | II | | Jeffrey Schwartz | 45 | Director | II | | Robert Spignesi | 55 | Director, President and Chief Executive Officer | III |
BOARD OF DIRECTORS
Our Board has nominated all Class III directors for re-election to three-year terms at the 2024 Annual Meeting. Further, the biographical description below for each director nominee includes the specific experience, qualifications, skills, attributes and characteristics that led to the decision of our Board that such person should serve as a director of Rapid Micro Biosystems. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING) The current members of the Board who are Class I Directors are as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| Name | Served as a Director Since | Positions with Rapid Micro Biosystems | | David Hirsch, M.D., Ph.D. | 2013 | Director | | Inese Lowenstein | 2021 | Director |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class I Director, as of April 9, 2024, are as follows:
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| DAVID HIRSCH, M.D., Ph.D. | Age 53 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
David Hirsch, M.D., Ph.D. has served as a member of our Board since June 2013. Dr. Hirsch has served as the Chief Executive Officer of Alpha-9 Oncology, Inc., a clinical stage radiopharmaceutical company, since October 2022. Dr. Hirsch co-founded Longitude Capital in 2006, where he served as a Managing Director from 2006 to 2022, and as Venture Partner since 2022. Dr. Hirsch previously served on the board of directors of multiple companies in the life sciences industry, including Collegium Pharmaceutical, Inc. (Nasdaq: COLL) from January 2012 to July 2020, Molecular Templates, Inc. (Nasdaq: MTEM) from August 2017 to May 2023, Tricida, Inc. (TCDA) from July 2016 to June 2023, and Poseida Therapeutics, Inc. (Nasdaq: PSTX) from March 2018 to May 2022. Dr. Hirsch holds a Ph.D. in Biology from the Massachusetts Institute of Technology, an M.D. from Harvard Medical School and a B.A. in Biology from Johns Hopkins University. We believe that Dr. Hirsch’s extensive experience serving on the boards of public companies, his investment experience and his scientific expertise and education qualify him to serve on our Board.
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
| INESE LOWENSTEIN | Age 51 |
CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)
Inese Lowenstein has served as a member of our Board since December 2021. Ms. Lowenstein has over 20 years of business and leadership experience in the life science, diagnostic and high-tech material industries. Ms. Lowenstein served in a part-time role as Senior Talent Advisor to Danaher Corporation (NYSE: DHR) ("Danaher") from April 2021 to March 2022. Prior to her role as Senior Talent Advisor, Ms. Lowenstein was President of SCIEX, a Danaher company, from September 2017 to March 2021, and was Senior Vice President of Global Sales & Service at SCIEX from August 2016 to September 2017. Prior to joining SCIEX, she held roles of increasing responsibility at Merck KGaA and EMD Millipore, most recently as an Executive Vice President, Head of Display Materials Business Unit. Ms. Lowenstein has served on the board of directors of PerkinElmer Limited since August 2023. Ms. Lowenstein holds a Bachelor of Economics, Engineering Science from Riga Technical University, Latvia, and an M.B.A. from Walter A. Haas School of Business, University of California at Berkeley. We believe that Ms. Lowenstein’s extensive cross-industry and international business and leadership experience qualify her to serve on our Board.
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING) The current members of the Board who are Class II Directors are as follows:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| Name | Served as a Director Since | Positions with Rapid Micro Biosystems | | Jeffrey Schwartz | 2018 | Director | | Richard Kollender | 2009(1) | Director | | Natale Ricciardi | 2016 | Director |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
_____________________ (1)Mr. Kollender has served as a director since 2009, except for the period from February 2017 to October 2018. The principal occupations and business experience, for at least the past five years, of each Class II Director, as of April 9, 2024, are as follows:
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| JEFFREY SCHWARTZ | Age 45 |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Jeffrey Schwartz has served as a member of our Board since April 2018 and Chair of our Board from April 2018 to July 2023. Mr. Schwartz currently serves as a Partner of Bain Capital Life Sciences, LP, where he is a founding member and has served since 2016. Prior to founding Bain Capital Life Sciences, he was a leader within the healthcare vertical of Bain Capital Private Equity, LP. Mr. Schwartz also served on the board of directors of SpringWorks Therapeutics, Inc. (Nasdaq: SWTX) from August 2017 to August 2023. Mr. Schwartz holds an M.B.A. from the Wharton School at the University of Pennsylvania, where he was a Palmer Scholar, and holds a B.A. in economics from Yale University. We believe that Mr. Schwartz’s extensive industry and transactional experience qualify him to serve on our Board.
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| RICHARD KOLLENDER | Age 54 |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Richard Kollender has served as a member of our Board since July 2009, except for the period from February 2017 to October 2018. From August 2016 to September 2018, Mr. Kollender served as our Chief Business Officer and Chief Financial Officer. Since April 2022, Mr. Kollender has served as the Chief Financial Officer and Chief Business Officer of Reaction Biology Corporation. Mr. Kollender served on the board of directors of Strongbridge Biopharma plc, a biopharmaceutical company, from March 2015 to September 2019, where he also served as Chief Operating Officer from September 2019 to March 2021, and as President and Chief Financial Officer from March 2021 to March 2022. Strongbridge Biopharma plc was acquired by Xeris Pharmaceuticals Inc. in October of 2021 and Mr. Kollender agreed to remain with the company through March 2022. Since January 2011, he has served as a Partner and Executive Manager of Quaker Partners Management, LP, a healthcare investment firm, which he initially joined in 2003. Mr. Kollender previously served as a director of Celator Pharmaceuticals, Inc., currently a subsidiary of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), Nupathe, Inc., and Insmed, Inc. (Nasdaq: INSM). Mr. Kollender holds a B.A. in accounting from Franklin and Marshall College and an M.B.A. and a certificate degree in the graduate program in health administration and policy from the University of Chicago. We believe that Mr. Kollender’s knowledge of our company and experience in the life sciences industry qualify him to serve on our Board.
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
| NATALE RICCIARDI | Age 75 |
CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)
Natale Ricciardi has served as a member of our Board since March 2016. Mr. Ricciardi spent his entire 39-year career at Pfizer Inc. (NYSE: PFE) ("Pfizer"), a biopharmaceutical company, retiring in 2011 as a member of the Pfizer Executive Leadership Team. While holding the positions of President, Pfizer Global Manufacturing, and Senior Vice President of Pfizer, from 2004 until 2011, Mr. Ricciardi was directly responsible for all of Pfizer’s internal and external supply organization and global manufacturing activities. Previously, from 1999 to 2004, he had oversight for Pfizer’s U.S. manufacturing operations and from 1995 to 1999 was Vice President of Manufacturing for Pfizer’s Animal Health Group. Mr. Ricciardi has served on the board of directors of Dynavax Technologies Corporation (Nasdaq: NVAX) since July 2013 and Prestige Consumer Healthcare, Inc. (NYSE: PBH) since May 2016. Mr. Ricciardi holds an M.B.A. in Finance and International Business from Fordham University and a Bachelor of Engineering in Chemical Engineering from The City College of New York. We believe that Mr. Ricciardi’s extensive experience at Pfizer and his experience serving on boards of various life sciences companies qualify him to serve on our Board. NOMINEES FOR CLASS III DIRECTORS UNDER PROPOSAL 1:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING) The current members of the Board who are Class III Directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| Name | Served as a Director Since | Positions with Rapid Micro Biosystems | | Kirk D. Malloy, Ph.D. | 2023 | Director, Chair | | Melinda Litherland | 2021 | Director | | Robert Spignesi | 2014 | Director, President and Chief Executive Officer |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
The principal occupations and business experience, for at least the past five years, of each Class III Director, as of April 9, 2024, is set forth in the respective biography above under “Nominees for Class III Directors” on page 10 of this proxy statement.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| KIRK D. MALLOY, PH.D. | Age 57 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
See biography, which is set forth above under “Nominees for Class III Directors” on page 10 of this proxy statement.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| MELINDA LITHERLAND | Age 66 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
See biography, which is set forth above under “Nominees for Class III Directors” on page 11 of this proxy statement.
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
| ROBERT SPIGNESI | Age 55 |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2024 ANNUAL MEETING)
See biography, which is set forth above under “Nominees for Class III Directors” on page 11 of this proxy statement. We believe that all of our current Board members and nominees for Class III directors possess the professional and personal qualifications necessary for Board service and have highlighted particularly noteworthy attributes for each Board member and nominee in the individual biographies above. There are no family relationships between or among any of our directors. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such director has a material interest adverse to us.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth a summary of the compensation earned by our directors for the year ended December 31, 2023, with the exception of Mr. Spignesi, who does not receive compensation for service on our Board and whose compensation is included in the “Summary Compensation Table” below under “Executive Compensation.” Other than as set forth in the table below, we did not pay any compensation or make any equity awards to our non-employee directors during the fiscal year ended December 31, 2023.
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | David Hirsch, M.D., Ph.D.(2) | 51,411 | 10,250 | 61,661 | | Richard Kollender | 55,000 | 10,250 | 65,250 | | Melinda Litherland | 60,000 | 10,250 | 70,250 | | Inese Lowenstein | 72,151 | 10,250 | 82,401 | | Kirk D. Malloy, Ph.D.(3) | 46,505 | 24,500 | 71,005 | | Natale Ricciardi | 59,825 | 10,250 | 70,075 | | Jeffrey Schwartz(4) | 78,723 | 10,250 | 88,973 |
2023 Director Compensation Table
_____________________ (1)The amounts reported in the “Option Awards” column reflect the aggregate fair value of stock-based compensation awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“FASB ASC Topic 718”). See Note 10 to our audited financial statements appearing in our 2023 Annual Report on Form 10-K, which was filed with the SEC on March 1, 2024, regarding assumptions underlying the valuation of equity awards. (2) Dr. Hirsch resigned as chair of the Compensation Committee, effective July 14, 2023, but continues to serve as a member of our Compensation Committee. (3) Dr. Malloy was appointed to the Board, effective July 14, 2023, to serve as Chair of our Board and as the Chair of the Compensation Committee. (4) Mr. Schwartz resigned as Chair of the Board, effective July 14, 2023, but continues to serve as a member of our Board. The table below shows the aggregate number of shares underlying outstanding option awards (exercisable and unexercisable) held as of December 31, 2023 by each non-employee director. None of our non-employee directors held any stock awards as of December 31, 2023.
2023 Director Compensation Table
| Name | Shares Underlying Outstanding Option Awards at 2023 Fiscal Year-End | | David Hirsch, M.D., Ph.D. | 62,500(1) | | Richard Kollender | 224,585(2) | | Melinda Litherland | 62,500(1) | | Inese Lowenstein | 50,000(3) | | Kirk D. Malloy, Ph.D. | 50,000(4) | | Natale Ricciardi | 122,542(5) | | Jeffrey Schwartz | 62,500(1) |
2023 Director Compensation Table
_____________________ (1)As of December 31, 2023, Ms. Litherland, Dr. Hirsch and Mr. Schwartz each held stock options to purchase an aggregate of 62,500 shares of Class A common stock, of which 32,638 were vested. Unvested shares underlying options held by Ms. Litherland, Dr. Hirsch and Mr. Schwartz consist of (i) 4,862 shares which are scheduled to vest in equal monthly installments ending July 14, 2024, and (ii) 25,000 shares which are scheduled to vest on the earlier of May 4, 2024 or the day immediately prior to the date of the 2024 Annual Meeting of Stockholders, subject to continued service as a non-employee director as of the applicable vesting date, provided that each option will vest in full upon a change in control to the extent then-outstanding. (2)As of December 31, 2023, Mr. Kollender held stock options to purchase an aggregate of 224,585 shares of Class A common stock, of which 194,723 were vested. Unvested shares underlying Mr. Kollender’s options consist of (i) 4,862 shares which are scheduled to vest in equal monthly installments ending July 14, 2024, and (ii) 25,000 shares which are scheduled to vest on the earlier of May 4, 2043 or the day immediately prior to the date of the 2024 Annual Meeting of Stockholders, subject to continued service as a non-employee director as of the applicable vesting date, provided that each option will vest in full upon a change in control to the extent then-outstanding. (3)As of December 31, 2023, Ms. Lowenstein held stock options to purchase an aggregate of 50,000 shares of Class A common stock, of which 16,666 shares were vested. Unvested shares underlying Ms. Lowenstein’s options consist of (i) 8,334 shares which are scheduled to vest in equal monthly installments ending December 17, 2024, and (ii) 25,000 shares which are scheduled to vest on the earlier of May 4, 2043 or the day immediately prior to the date of the 2024 Annual Meeting of Stockholders, subject to continued service as a non-employee director as of the applicable vesting date, provided that each option will vest in full upon a change in control to the extent then-outstanding. (4)As of December 31, 2023, Dr. Malloy held stock options to purchase an aggregate of 50,000 shares of Class A common stock, of which 6,944 shares were vested. Unvested shares underlying Dr. Malloy’s options are scheduled to vest in equal monthly installments ending July 14, 2026, subject to continued service as a non-employee director as of the applicable vesting date, provided that the option will vest in full upon a change in control to the extent then-outstanding. (5)As of December 31, 2023, Mr. Ricciardi held stock options to purchase an aggregate of 122,542 shares of Class A common stock, of which 92,680 were vested. Unvested shares underlying Mr. Ricciardi’s options consist of (i) 4,862 shares which are scheduled to vest in equal monthly installments ending July 14, 2024, and (ii) 25,000 shares which are scheduled to vest on the earlier of May 4, 2043 or the day immediately prior to the date of the 2024 Annual Meeting of Stockholders, subject to continued service as a non-employee director as of the applicable vesting date, provided that each option will vest in full upon a change in control to the extent then-outstanding.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM In connection with our initial public offering in 2021, our Board adopted, and our stockholders approved, our initial non-employee director compensation program, which was amended by our Board on March 9, 2023 to (i) increase the annual cash retainer for the Chair of the Compensation Committee from $14,000 to $15,000, (ii) increase the annual cash retainer for the members of the Compensation Committee from $7,000 to $7,500, and (iii) increase the size of subsequent equity awards from an option to purchase 12,500 shares to an option to purchase 25,000 shares. Additionally, our Board amended and restated our non-employee director compensation program on July 14, 2023 to (i) increase the additional cash retainer for the Chair of the Board or lead director from $40,000 to $45,000, and (ii) increase the size of initial equity awards from an option to purchase 25,000 shares to an option to purchase 50,000 shares. Pursuant to our amended and restated non-employee director compensation program, our non-employee directors were entitled to the cash and equity compensation described below for their service in 2023. The compensation payable under the program is intended to be competitive in relation to both the market in which the company operates and the nature, complexity and size of the company’s business.
Equity Compensation
Equity Compensation •Initial Awards: Each non-employee director who is initially elected or appointed to serve on our Board will be granted, on the date on which such non-employee director is appointed or elected to serve on the board, an option to purchase 50,000 shares of our Class A common stock with an exercise price per share equal to the fair market value of a share of our Class A common stock on the date of grant. These initial options will vest in 36 equal monthly installments following the date of grant, such that the initial options will be fully vested and exercisable on the third anniversary of the date of grant, subject to the non-employee director’s continued service as a non-employee director through the applicable vesting date. •Subsequent Awards: Each non-employee director who (i) has been serving on our Board for at least six months as of the date of any annual meeting of our stockholders and (ii) will continue to serve as a director immediately following such meeting automatically will be granted, on such annual meeting date, an option to purchase 25,000 shares of our Class A common stock with an exercise price per share equal to the fair market value of a share of our Class A common stock on the date of grant. Each such annual option will vest in full on the earlier to occur of (i) the first anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to such non-employee director’s continued service as a non-employee director through the applicable vesting date. In addition, each initial award and subsequent award will vest in full upon a change in control of the Company (as defined in the 2021 Plan). If a non-employee director’s service on our Board terminates for any reason, unless the Board determines otherwise, such director’s awards that are outstanding and unexercisable at the time of such termination will be forfeited and will not become thereafter vested or thereafter exercisable. For the period extending from the 2023 Annual Meeting of Stockholders to the 2024 Annual Meeting of Stockholders, under our amended and restated non-employee director compensation program described above, our Board granted Subsequent Awards (as described above) of options to purchase 25,000 shares of our Class A common stock pursuant to the Rapid Micro Biosystems, Inc. 2021 Incentive Award Plan (the “2021 Plan”) to each of David Hirsch, Richard Kollender, Melinda Litherland, Inese Lowenstein, Natale Ricciardi and Jeffrey Schwartz. Such awards of options were granted on May 4, 2023 and have an exercise price equal to the fair market value price to the public of our Class A common stock on May 4, 2023. Each option will vest on the earlier of May 4, 2024 or the day immediately prior to the date of the 2024 Annual Meeting of Stockholders, subject to continued service as a non-employee director as of the applicable vesting date, provided that each option will vest in full upon a change in control to the extent then-outstanding.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table sets forth summary information concerning the total compensation awarded to, earned by and paid to our named executive officers for the years ended December 31, 2023 and 2022:
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Robert Spignesi Chief Executive Officer | 2023 | 616,512 | — | 607,383 | 137,151 | 401,218 | 34,990(6) | 1,797,254 | | | 2022 | 592,800 | 96,106 | 772,225 | 674,225 | 46,166 | 42,462 | 2,223,984 | | Sean Wirtjes Chief Financial Officer | 2023 | 432,640 | 62,400 | 97,464 | 125,118 | 177,123 | 29,093(7) | 923,838 | | | 2022 | 416,000 | 12,480 | 312,800 | 273,104 | 49,920 | 32,238 | 1,096,542 | | John Wilson | 2023 | 432,640 | 62,400 | 125,116 | 132,867 | 175,230 | 29,696(8) | 957,949 | | Chief Operating Officer | 2022 | 416,000 | 10,400 | 478,975 | 418,190 | 52,000 | 34,539 | 1,410,104 |
2023 Summary Compensation Table
_____________________ (1)The aggregate amounts reported in the "Bonus" column represent bonuses earned, if any, with respect to the applicable fiscal year. (2)For 2023, these amounts represent cash retention bonuses awarded at the discretion of the board on March 9, 2023 and earned on September 1, 2023 subject to continued employment through such date. For 2022, these amounts represent cash bonuses awarded at the discretion of the board in excess of the amounts earned pursuant to predetermined performance objectives under our non-equity incentive plan for the 2022 fiscal year. (3)The amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted during the applicable fiscal year, determined in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. Additionally, for performance-based awards, the value reported includes the value of the award at the grant date based on the probable outcome of the performance conditions, which for Mr. Spignesi’s performance-based RSUs is also maximum potential achievement of performance conditions. The assumptions used to calculate the grant-date fair value of RSU awards made to executive officers are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 1, 2024. These amounts do not reflect the actual economic value that may be realized by the named executive officers upon the vesting or settlement of such RSUs, or the subsequent sale of shares of common stock received pursuant to such awards. (4)The amounts represent the full grant-date fair value of the option awards to named executive officers, calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used to calculate the grant-date fair value of option awards made to executive officers are set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K. for the fiscal year ended December 31, 2023, as filed with the SEC on March 1, 2024. The amounts reported in this column reflect the accounting cost for these options and do not correspond to the actual economic value that may be received by the named executive officers upon exercise of the options. (5)For 2023, the amounts represent performance-based annual cash bonuses earned based on corporate and individual performance during the 2023 fiscal year. (6)Such amount includes $12,075 in the Company’s matching contributions under our 401(k) Savings and Investment Plan, and $520 in life and $22,395 in medical insurance premiums that we paid in respect of Mr. Spignesi. (7) Such amount includes $13,966 in the Company’s matching contributions under our 401(k) Savings and Investment Plan, and $520 in life and $14,607 in insurance premiums that we paid in respect of Mr. Wirtjes. (8) Such amount includes $8,936 in the Company’s matching contributions under our 401(k) Savings and Investment Plan, and $520 in life and $20,240 in medical insurance premiums that we paid in respect of Mr. Wilson.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the number of shares of Class A common stock underlying outstanding equity awards for each named executive officer as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards(1) | | | | | Stock Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | 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 ($)(2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Robert Spignesi | 4,210(3) | 0 | | 0.75 | 10/22/2025 | 65,834(13) | 48,717 | 380,975(15) | 281,922 | | | 3,623(3) | 0 | | 0.75 | 10/22/2025 | 108,850(14) | 80,549 | | | | | 3,400(3) | 0 | | 0.75 | 10/22/2025 | 380,975(15) | 281,922 | | | | | 1,402(3) | 0 | | 0.75 | 8/11/2026 | | | | | | | 139,964(3) | 0 | | 1.00 | 10/11/2027 | | | | | | | 876,751(3) | 0 | | 1.00 | 5/28/2028 | | | | | | | 459,802(4) | 78,503 | | 0.75 | 7/28/2030 | | | | | | | 83,585(5) | 37,994 | | 10.85 | 3/14/2031 | | | | | | | 90,520(6) | 106,980 | | 7.82 | 2/10/2032 | | | | | | | 40,818(7) | 176,882 | 1 | 1.24 | 3/8/2033 | | | | | | Sean Wirtjes | 82,886(3) | 0 | | 1.00 | 9/11/2028 | 26,667(16) | 19,734 | | | | | 80,894(8) | 15,730 | | 0.75 | 7/28/2030 | 78,600(17) | 58,164 | | | | | 16,747(9) | 7,613 | | 10.85 | 3/14/2031 | | | | | | | 36,666(10) | 43,334 | | 7.82 | 2/10/2032 | | | | | | | 37,237(11) | 161,363 | | 1.24 | 3/8/2033 | | | | | | John Wilson | 181,491(12) | 67,412 | | 2.10 | 1/31/2031 | 40,834(16) | 30,217 | | | | | 12,588(9) | 5,722 | | 10.85 | 3/14/2031 | 100,900(17) | 74,666 | | | | | 56,145(10) | 66,355 | | 7.82 | 2/10/2032 | | | | | | | 39,543(11) | 171,357 | | 1.24 | 3/8/2033 | | | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
_____________________ (1)Awards are granted under the Company's 2010 Stock Option and Grant Plan and the Company's 2021 Incentive Award Plan. (2)The value of the awards reflected in the table is based on the $0.74 per share trading price of the Company's common stock on December 29, 2023, the final trading day of fiscal year ended December 31, 2023. (3)Shares subject to the stock option have fully vested. (4)The stock option has a vesting start date of July 29, 2020 and vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continued service on each applicable vesting date, provided that the options will vest in full on a Change of Control. (5)The stock option has a vesting start date of March 9, 2021 and vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continued service on each applicable vesting date, provided that the options will vest in full on a Change of Control. (6)The stock option has a vesting start date of February 11, 2022 and vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continued service on each applicable vesting date, provided that the options will vest in full on a Change of Control. (7)The stock option has a vesting start date of March 9, 2023 and vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continued service on each applicable vesting date, provided that the options will vest in full on a Change of Control. (8)The stock option has a vesting start date of July 29, 2020 and vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continued service on each applicable vesting date, provided that the option will vest in full in the event of the executive’s termination without Cause or resignation for Good Reason in connection with, and effective as of or within 12 months following, a Sale Event. (9)The stock option has a vesting start date of March 9, 2021 and vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continued service on each applicable vesting date, provided that the option will vest in full in the event of the executive’s termination without Cause or resignation for Good Reason in connection with, and effective as of or within 12 months following, a Sale Event. (10)The stock option has a vesting start date of February 11, 2022 and vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continued service on each applicable vesting date, provided that the option will vest in full in the event of the executive’s termination without Cause or resignation for Good Reason in connection with, and effective as of or within 12 months following, a Sale Event. (11)The stock option has a vesting start date of March 9, 2023 and vests in 48 equal monthly installments following the vesting commencement date, subject to the executive’s continued service on each applicable vesting date, provided that the option will vest in full in the event of the executive’s termination without Cause or resignation for Good Reason in connection with, and effective as of or within 12 months following, a Sale Event. (12)The stock option has a vesting start date of January 1, 2021 and vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date and as to 1/48th of the underlying shares on each monthly anniversary thereafter, subject to the executive’s continued service on each applicable vesting date, provided that the option will vest in full in the event of the executive’s termination without Cause or resignation for Good Reason in connection with, and effective as of or within 12 months following, a Sale Event. (13)The RSU vests in three annual installments with 33.4% having vested on February 11, 2023 and 33.3% on having vested on February 11, 2024 and 33.3% vesting on February 11, 2025, subject to the executive’s continued service on each applicable vesting date, provided that the RSU will vest in full on a Change of Control. (14)The RSU vests in three annual installments with 33.4% having vested on March 9, 2024 and 33.3% vesting on March 9, 2025 and 33.3% vesting on March 9, 2026, subject to the executive’s continued service on each applicable vesting date, provided that the RSU will vest in full on a Change of Control. (15)Represents performance restricted stock units (“PRSUs”) which vest upon achievement of specified corporate performance goals prior to March 10, 2027, subject to Mr. Spignesi’s continued service. (16)The RSU vests in three annual installments with 33.4% having vested on February 11, 2023, and 33.3% having vested on February 11, 2024 and 33.3% vesting on February 11, 2025, subject to the executive’s continued service on each applicable vesting date, provided that the RSU will vest in full in the event of the executive’s termination without Cause or resignation for Good Reason in connection with, and effective as of or within 12 months following, a Sale Event. (17)The RSU vests in three annual installments with 33.4% having vested on March 9, 2024, and 33.3% vesting on March 9, 2025 and 33.3% vesting on March 9, 2026, subject to the executive’s continued service on each applicable vesting date, provided that the RSU will vest in full in the event of the executive’s termination without Cause or resignation for Good Reason in connection with, and effective as of or within 12 months following, a Sale Event.