DEF 14A of iBio, Inc.
Filed Oct 10, 2024 · FY20240001420720-24-000046
Directors and Director Nominees
Directors and Director Nominees
Directors and Director Nominees
| Name and Position | Age | Director Since | Independent | Committee Memberships | | | | | | | | | Audit | Compensation | Nominating & Corporate Governance | Science & Technology | | MARTIN BRENNER Chief Executive Officer and Chief Scientific Officer of iBio | 54 | June 2024 | | | | | | | WILLIAM D. CLARK♦ President and Chief Executive Officer of Vibrant Biomedicines, Inc. | 56 | August 2021 | | | | | | | DR. ALEXANDRA KROPOTOVA Executive Vice President and Chief Medical Officer of SAb Biotherapeutics | 52 | October 2020 | | | | | | | EVERT SCHIMMELPENNINK Chief Executive Officer and President of LENZ Therapeutics, Inc. | 52 | April 2019 | | | | | | | GARY SENDER Former Chief Financial Officer of Nabriva Therapeutics plc | 62 | October 2020 | | | | | | | DAVID ARKOWITZ Former Chief Financial Officer and Head of Business Development of Seres Therapeutics, Inc. | 63 | | | | | | | | ANTóNIO PARADA Chief Executive Officer of FairJourney Biologics | 56 | | | | | | |
Directors and Director Nominees
Chair Member
Directors and Director Nominees
| ♦ | Chair of the Board of Directors |
Election of Directors
Election of Directors The Board of Directors currently consists of six (6) directors and is divided into three classes. Each class serves for a term ending at the third annual meeting of stockholders following the election of such class, with the terms of office of the respective classes expiring in successive years. Directors in Class I will stand for election this year at the 2024 Annual Meeting, directors in Class II will stand for election at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and directors in Class III will stand for election at the 2026 Annual Meeting of Stockholders. At the 2024 Annual Meeting, our stockholders will consider and vote upon the election of three (3) Class I nominees. Class I currently consists of two (2) directors, Evert Schimmelpennink and General (Ret.) James T. Hill. General Hill was not nominated for re-election as a director due to the age limitations that we have established that provide directors will not be nominated if they are or would be 75 years or older at the time of election. See “Director Nomination Process.” Therefore, General Hill’s term will expire at the conclusion of the 2024 Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has expanded the Board to consist of seven (7) directors as of the adjournment of the 2024 Annual Meeting and has nominated the following individuals for election as Class I directors at the 2024 Annual Meeting: Evert Schimmelpennink, David Arkowitz, and António Parada. In connection with a March private placement transaction, the Company entered into a side letter agreement (the “Letter Agreement”) with one investor, Lynx1 Capital Management LP (“Lynx1”). Subject to the terms of the Letter Agreement, Lynx1 is entitled to nominate one individual to serve as a director on the Company’s Board of Directors for one three-year term commencing with our 2024 Annual Meeting. Accordingly, Lynx1 has nominated António Parada for election as Class I director at the 2024 Annual Meeting. If elected, these three (3) nominees will serve for a term ending at our 2027 Annual Meeting of Stockholders. Our Board of Directors believes that all of our current directors and nominees for election possess, among other attributes, personal and professional integrity, good judgment, a high level of ability, diversity of viewpoint and business acumen. Each nominee has agreed to serve if elected and we have no reason to believe that any nominee will be unable to serve if elected. If any nominee becomes unavailable for election as a result of an unexpected occurrence, proxies will be voted FOR the election of a substitute nominee proposed by our Board of Directors or for election of only the remaining nominee. Unless authority to do so is withheld, shares represented by executed proxies will be voted FOR the election of each of the director nominees. Proxies cannot be voted for a greater number of persons than the number of nominees standing for election. Since three (3) directors are to be elected at the 2024 Annual Meeting, the three (3) nominees for director who receive the highest number of votes for election will be elected as Class I directors. Cumulating votes is not permitted in connection with the election of directors.
Nominees to the Board of Directors
Nominees to the Board of Directors Each of the Class I director nominees and their age, position with our Company and the expiration of their respective term on the Board of Directors (assuming they are elected at the 2024 Annual Meeting) are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Nominees to the Board of Directors
| Name of Director Nominee | Age | Position | Director Since | Term Expires | | Evert Schimmelpennink | 52 | Class I Director | April 2019 | 2027 | | António Parada | 56 | Class I Director Nominee | | 2027 | | David Arkowitz | 63 | Class I Director Nominee | | 2027 |
CLASS I DIRECTORS
CLASS I DIRECTORS The name, age, class, title, years of service, principal occupation, business experience and certain other information for each Class I director nominee is set forth below.
CLASS I DIRECTORS
| EVERT SCHIMMELPENNINK, 52 | | | DIRECTOR SINCE: April 2019 | COMMITTEES: Member of Nominating and Corporate Governance Committee | | BACKGROUND Evert Schimmelpennink was appointed as a member of our Board of Directors in April 2019. He also currently serves on the Nominating and Corporate Governance Committee and served as a member of the Science and Technology Committee until its disbandment. Mr. Schimmelpennink has close to 25 years of biotech and pharmaceutical experience and brings a proven track record in successfully building and scaling public and private biopharmaceutical companies, securing funding around captivating strategies, and creating patient and shareholder value. Mr. Schimmelpennink currently serves as the Chief Executive Officer (CEO) and President of publicly listed LENZ Therapeutics, Inc. a position he has held since March 4, 2021. Previously, from August 2017 to October 2020 he was the CEO of publicly listed Pfenex Inc., which he led through a turnaround and its first FDA approval resulting in an acquisition by Ligand Pharmaceuticals Inc. in late 2020. From November 13, 2019 until its sale, Mr. Schimmelpennink also served as the acting Principal Financial Officer and Principal Accounting Officer of Pfenex Inc. From October 2015 to July 2017, Mr. Schimmelpennink was CEO of then privately held Alvotech, where he led the company through a critical growth phase, and aligned R&D, manufacturing and commercial capabilities across a portfolio of monoclonal antibodies. Prior to that, he held senior positions at Pfizer Inc. and Hospira, Inc. within their global specialty injectables businesses, as well as Synthon BV. In addition to serving on the board of directors of LENZ Therapeutics, Mr. Schimmelpennink serves on the board of directors of Pipeline Therapeutics, Inc. Mr. Schimmelpennink earned a M.Sc. in bioprocess engineering from the University of Wageningen in the Netherlands and a Business Degree from the Arnhem Business School. Mr. Schimmelpennink brings extensive knowledge of the pharmaceutical and biotech industries as a result of his service in senior corporate positions in many medical companies. | |
CLASS I DIRECTORS
| David Arkowitz, 63 | | | Director Nominee | COMMITTEES: | | BACKGROUND David Arkowitz served as the Chief Financial Officer (CFO) and Head of Business Development of publicly listed Seres Therapeutics, Inc., from June 2021 until his retirement in March 2024. Previously, from May 2018 to May 2021, Mr. Arkowitz served as the CFO of Flexion Therapeutics, Inc. (acquired by Pacira BioSciences, Inc.) From September 2013 to May 2018, Mr. Arkowitz served as Chief Operating Officer and CFO at Visterra, Inc. (acquired by Otsuka Pharmaceuticals Co.) where he led the finance, business development, corporate planning and other functions. Mr. Arkowitz was CFO and General Manager at Mascoma LLC (acquired by Lallemand Inc.) from June 2011 to September 2013. Previously, Mr. Arkowitz served as CFO and Chief Business Officer at AMAG Pharmaceuticals, Inc., and CFO of Idenix Pharmaceuticals, Inc. (acquired by Merck & Co., Inc.). Prior to Idenix, Mr. Arkowitz spent more than 13 years at Merck & Co., Inc. where he held roles of increasing responsibility, including Vice President and Controller of the U.S. Human Health division and Controller of the Global Research and Development division, and CFO of the Canadian subsidiary. Mr. Arkowitz serves on the board of directors of Kineta, Inc., where he is a member of the audit and nominating and corporate governance committees. He has also served on the board of directors of F-Star Therapeutics, Inc. from November 2020 to March 2023, where he served as the chair of the audit committee and a member of the compensation committee and Yumanity Therapeutics from December 2020 to December 2022, where he served as a member of its audit and nominating and corporate governance committees. Mr. Arkowitz earned a B.A. in Mathematics from Brandeis University and an M.B.A. in Finance from Columbia University Business School. Mr. Arkowitz brings extensive financial and operational life sciences experience that provide him with the qualifications to serve as a member of our Board of Directors. | |
CLASS I DIRECTORS
| António Parada, 56 | | | Director Nominee | COMMITTEES: | | BACKGROUND António Parada is currently the Founder and CEO of Fairjourney Biologics, a privately held company and a leading antibody discovery contract research organization supporting more than 250 clients across the globe, a role he has held since founding the company in May 2012. In June 2024, the Partners Group, one of the largest firms in the global private markets industry with approximately $150 billion in assets under management, acquired a majority ownership in FairJourney. Prior to Fairjourney, Mr. Parada was the General Manager of Instituto de Biologia Molecular e Celular (IBMC), in Porta, Portugal, from 2002 until 2013. From February 2011 until May 2012, Mr. Parada was the Manager of the Clinical Trial Unit of IPO Porto – Cancer Hospital in Porto, Portugal. From June 2008 to March 2012, Mr. Parada was the Site Manager of Ablynx’ (a subsidiary of Sanofi S.A.) “Centre of Excellence in Phage Display” located in Portal, Portugal. In June 2002, Mr. Parada founded the BioCodex Group, a consulting firm, and was the CEO until December 2008, which firm had a turnover of approximately 10 million Euros. Mr. Parada was a Board Member of Centro de Diagnóstico y Estudios Metabólicos Avanzados de Cantabria (CDEMAC) from May 2014 until May 2017, and is currently the Chairman of the Supervisory Board of EMBLEM, a position he has held since January 2011. Mr. Parada has 15 publications in peer reviewed journals on pharmacology and several others in botany, management, marketing and security and holds the medal of Merit of the city of Porto, Portugal and career award of the city of Matosinhos, Portugal. Mr. Parada graduated from the University of Porto, Portugal and has a MBA from the Portuguese Catholic University. Mr. Parada brings extensive antibody drug discovery, fundraising and management experience that provide him with the qualifications to serve as a member of our Board of Directors. | |
Continuing Directors
Continuing Directors The directors who will continue to serve as directors following the 2024 Annual Meeting and their ages, position, length of service on the Board of Directors and the expiration of their respective terms are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Continuing Directors
| Name of Director | Age | Position | Director Since | Term Expires | | Class II Directors | | | | | | Dr. Martin Brenner | 54 | Class II Director, Chief Executive Officer, Chief Scientific Officer | June 2024 | 2025 | | Dr. Alexandra Kropotova | 52 | Class II Director | October 2020 | 2025 | | Class III Directors | | | | | | William D. Clark | 56 | Class III Director | August 2021 | 2026 | | Gary Sender | 62 | Class III Director | October 2020 | 2026 |
CLASS II DIRECTORS
CLASS II DIRECTORS
CLASS II DIRECTORS
| DR MARTIN BRENNER, 54 | | | DIRECTOR SINCE: June 2024 | COMMITTEES: None | | BACKGROUND Dr. Brenner Dr. Brenner has served as the Company’s Chief Executive Officer (CEO) since June 22, 2023, its interim CEO from January 20, 2023 until his appointment as CEO and as the Company’s Chief Scientific Officer (CSO) since January 18, 2021. Dr. Brenner was appointed as a member of the Board of Directors on May 9, 2024 effective June 1, 2024. Dr. Brenner has a strong history of success heading drug discovery and development teams at several of the world’s leading pharmaceutical companies, including AstraZeneca (“AstraZeneca”), Eli Lilly and Company (“Lilly”), Pfizer Inc.(“Pfizer”), and Merck Research Laboratories (“Merck Research Labs”). Most recently, Dr. Brenner served as Senior Vice President, CSO of Pfenex Inc. from March 2019 until its acquisition by Ligand Pharmaceuticals Incorporated in October 2020. From 2017 to 2018, Dr. Brenner served as CSO at Recursion Pharmaceuticals, Inc., a publicly listed biotechnology company. From 2016 to 2017, Dr. Brenner served as Vice President and Head of Research and Early Development at Stoke Therapeutics, Inc., a biotechnology company. From 2013 to 2016, Dr. Brenner served as Executive Director, Diabetes & NASH, and Chair of Diabetes & NASH Early Discovery Unit at Merck Research Lab. From 2012 to 2013, Dr. Brenner served as Senior Director, Head of Bioscience, CVMD at AstraZeneca. From 2009 to 2012, Dr. Brenner served as an Associate Research Fellow for the Diabetes Prevention and Remission Group at Pfizer. From 2003 to 2009, Dr. Brenner served as Senior Research Scientist for the Diabetes Drug Hunting Team at Lilly. Dr. Brenner holds a Ph.D. in Pharmacology from the Veterinary School of Hannover in Hannover, Germany a DVM from Veterinary School of Ludwig-Maximilians-University in Munich, Germany. We believe Dr. Brenner’s experience and knowledge of drug discovery and his experience in various leadership roles in successful pharmaceutical companies and biologics is valuable to the Board of Directors and the Company. | |
CLASS II DIRECTORS
| DR. ALEXANDRA KROPOTOVA, 52 | | | DIRECTOR SINCE: October 2020 | COMMITTEES: Member of Nominating and Corporate Governance Committee | | BACKGROUND Dr. Alexandra Kropotova was appointed as a member of our Board of Directors in October 2020, currently serves as a member of the Nominating and Corporate Governance Committee of the Board of Directors and served as a member of the Science and Technology Committee until its disbandment. Dr. Kropotova is a biopharmaceutical executive with expertise in all phases of global clinical development, translational medicine and medical affairs. Currently, Dr. Kropotova is Executive Vice President and Chief Medical Officer at SAb Biotherapeutics, a publicly traded biopharmaceutical company, leading the strategy, direction, and execution of the company’s portfolio of innovative polyclonal antibody assets. Prior to SAb Biotherapeutics, she has served as Vice President, Global Specialty R&D, Respiratory & Inflammation Therapeutic Area at Teva Pharmaceuticals, where she led the design and execution of global clinical development programs, the majority of which are biologic candidates for pulmonary, chronic inflammatory or autoimmune indications. Prior to joining Teva, between 2007-2016, Dr. Kropotova served in various roles at Sanofi, including Vice President, Strategy & Strategic Planning Head, North American Medical Affairs; Associate Vice President and subsequently Vice President, Immuno-Inflammation, Global R&D; and Senior Medical Director, Respiratory, Allergy & Anti-Infectives. Prior to joining Sanofi, she served in various roles at Pfizer Inc. from 2002-2007, most recently as Director & Head of Global Clinical Respiratory and Analgesics. Dr. Kropotova received her Master of Business Administration Degree from Ohio University Graduate School of Business, Athens, Ohio, and her Medical Degree in Internal Medicine from the Vladivostok State Medical University, Vladivostok, Russia. We believe Dr. Kropotova’s experience and knowledge as a medical professional and biologics development experience across multiple therapeutic areas along with her experience in various leadership roles in successful pharmaceutical companies, is valuable to the Board of Directors and the Company. | |
CLASS iII DIRECTORS
CLASS iII DIRECTORS
CLASS iII DIRECTORS
| WILLIAM D. CLARK, 56 | | | DIRECTOR SINCE: August 2021 | COMMITTEES: Chair of Nominating and Corporate Governance Committee Member of Audit Committee |
CLASS iII DIRECTORS
| BACKGROUND William D. Clark was appointed as a member of our Board of Directors in August 2021 and has served as Chairperson of the Board since November 1, 2022. He also currently serves on the Audit Committee and Nominating and Corporate Governance Committee. Mr. Clark has more than 30 years of biotechnology and pharmaceutical experience, with a focus on business development, commercialization, strategic planning, and general management. Currently, Mr. Clark serves as President and CEO of Vibrant Biomedicines, Inc. From 2011 until 2022, he served as the President and Chief Executive Officer of a publicly traded biopharmaceutical company, Genocea Biosciences, Inc. (“Genocea”). In that role, among other accomplishments, he executed Genocea’s successful strategic pivot from infectious disease to immuno-oncology. Prior to joining Genocea, Mr. Clark was Chief Business Officer at Vanda Pharmaceuticals Inc. (“Vanda”), a company he co-founded in 2004. There, he played central roles in completing the company’s 2006 initial public offering and its 2009 out-licensing deal with Novartis Pharma AG, from which Vanda received an upfront payment of $200 million, plus contingent additional future milestone payments totaling up to $265 million. Previously, he was a Principal at Care Capital, LLC, a venture capital firm investing in biopharmaceutical companies. Earlier in his career, he spent 10 years at SmithKline Beecham Corporation (now part of GlaxoSmithKline plc) in a variety of business development roles. Mr. Clark holds an MBA from The Wharton School at the University of Pennsylvania and a BA from Harvard University. Mr. Clark is qualified as an “audit committee financial expert” as defined in Regulation S-K Item 407(d)(5)(ii). Mr. Clark’s experience as a board member and executive of both public and private companies in the life sciences industry and his management experience is valuable to the Board of Directors and the Company. |
CLASS iII DIRECTORS
| 2020 | | | GARY SENDER, 62 | | | DIRECTOR SINCE: October 2020 | COMMITTEES: Chair of Audit Committee Member of Compensation Committee | | BACKGROUND Gary Sender was appointed as a member of our Board of Directors in October 2020 and served as the Lead Independent Director of the Board of Directors from December 2021 until November 10, 2022, when the Board of Directors approved removing the role of Lead Independent Director after the appointment of Mr. Clark as the Chairperson of the Board. Mr. Sender currently serves as the Chair of the Audit Committee of the Board of Directors and as a member of our Compensation Committee. Mr. Sender is a senior executive and board member with more than 25 years of financial leadership experience at both large, multi-national pharmaceutical and early-stage biotechnology companies. In March 2021, Mr. Sender retired as the Chief Financial Officer of Nabriva Therapeutics plc, a commercial-stage publicly traded biopharmaceutical company engaged in the commercialization and development of innovative anti-infective agents to treat serious infections. He held that position since May 2016. Prior to joining Nabriva, Mr. Sender was Executive Vice President and Chief Financial Officer of Synergy Pharmaceuticals Inc. from November 2015 to April 2016. Prior to joining Synergy, from August 2009 to June 2015, Mr. Sender served as Senior Vice President of Finance of Shire Plc’s (“Shire”), a biopharmaceutical company since acquired by Takeda Pharmaceutical Company Limited supporting its Specialty Pharmaceuticals business and subsequently its Global Commercial businesses. Prior to joining Shire, Mr. Sender served as the Chief Financial Officer of Tengion, Inc., a regenerative medicine company, from August 2004 to July 2009. Mr. Sender also spent over 15 years in several leadership roles within Merck & Co. Inc., a publicly traded pharmaceutical company. Mr. Sender currently serves on the board of directors of Schrodinger, Inc. and is the chair of their audit and compensation committees. Mr. Sender also serves on the board of directors of Harmony Biosciences and is the chair of their audit committee and is a member on their compensation committee. Mr. Sender serves on the board of Gennao Bio, a privately held biotechnology firm. He is the chair of both the audit and compensation committees of Gennao. Mr. Sender received a B.S. in Finance from Boston University and an M.B.A. from Carnegie-Mellon University. Mr. Sender is qualified to serve on publicly traded boards of directors because of his extensive finance and life sciences industry experience, board experience as well as his demonstrated business acumen. Mr. Sender is qualified as an “audit committee financial expert” as defined in Regulation S-K Item 407(d)(5)(ii). Mr. Sender’s | |
CLASS iII DIRECTORS
| experience as a board member and financial executive of both public and private companies in the life sciences industry and his management experience is valuable to the Board of Directors and the Company. |
Stockholder Recommendations for Director Nominees
Stockholder Recommendations for Director Nominees Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to our principal executive offices: iBio, Inc., 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121, Attn: Corporate Secretary. The recommendation must include the same information that would be required for a candidate to be nominated by a stockholder at a meeting of stockholders as described under “Stockholder Proposals for the 2025 Annual Meeting” on page 55. Candidates who are recommended by stockholders, as opposed to nominated, will receive the same consideration as other proposed candidates.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board of Directors by our non-employee directors during the year ended June 30, 2024. Mr. Brenner, our Chief Executive Officer and Chief Scientific Officer, received no compensation for his service as a director, and is not included in the table below.
Director Compensation Table
| | | | | | (f) | | | | | | | | | Change in | | | | | | | | | Pension Value | | | | | | | | (e) | and | | | | | (b) | | | Non-Equity | Nonqualified | | | | | Fees Earned | (c) | (d) | Incentive | Deferred | (g) | | | | or Paid | Stock | Option | Plan | Compensation | All Other | (h) | | | in Cash | Awards | Awards(1) (2) | Compensation | Earnings | Compensation | Total | | (a) Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | General (Ret.) James T. Hill | $55,000 | $— | $— | $— | $— | $— | $55,000 | | Dr. Linda W. Armstrong(3) | $58,208 | $— | $— | $— | $— | $— | $58,208 | | Dr. Alexandra Kropotova | $52,500 | $— | $— | $— | $— | $— | $52,500 | | Gary L. Sender | $66,000 | $— | $— | $— | $— | $— | $66,000 | | Evert B. Schimmelpennink | $56,667 | $— | $— | $— | $— | $— | $56,667 | | William Clark | $89,083 | $— | $— | $— | $— | $— | $89,083 | | Total | $377,458 | $— | $— | $— | $— | $— | $377,458 |
Director Compensation Table
| (1) No stock options were awarded to directors during Fiscal Year 2024. |
Director Compensation Table
| (2) The aggregate number of stock options outstanding for each non-employee director was as follows as of June 30, 2024: Gen. Hill 318 (318 vested), Dr. Armstrong 0 (418 forfeited), Dr. Kropotova 418 (418 vested), Mr. Sender 418 (418 vested), Mr. Schimmelpennink 418 (418 vested) and Mr. Clark 418 (406 vested). |
Director Compensation Table
| (3) On May 7, 2024, Dr. Linda Armstrong notified the Company of her decision to resign, effective May 31, 2024, as a director of the Company. Dr. Armstrong’s resignation was not a result of any disagreement with the Company on any matter relating to its operations, policies or practices. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Under this policy, we pay each of our non-employee directors a cash retainer for service on the Board of Directors and for service on each committee on which the director is a member. The chair of each committee receives an additional cash retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the Board of Directors. The cash retainers to be paid to non-employee Directors for service on the Board of Directors and for service on each committee of the Board, effective as of December 8, 2022, is as follows:
Non-Employee Director Compensation Policy
| | Member | Chair | | | Annual | Annual | | | Service | Service | | | Retainer | Retainer | | Board | $40,000 | $35,000 | | Audit Committee | $8,250 | $20,000 | | Compensation Committee | $6,000 | $15,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 | | Science and Technology Committee* | $8,250 | $17,500 | | * The Science and Technology Committee was disbanded in September 2024. | | |
Non-Employee Director Compensation Policy
Upon initial election to the Board, each new non-employee director receives a one-time grant of an option to purchase 4,000 shares of Common Stock vesting over 36 months. In addition, on the date of each annual meeting of stockholders, with the exception of the annual meeting of stockholders that occurred in 2022 and 2023, each non-employee director that continues to serve as a non-employee director receives options to purchase shares of Common Stock. Directors have been and will continue to be reimbursed for expenses directly related to their activities as directors, including attendance at Board of Directors and committee meetings.
Who Are Not Directors
Who Are Not Directors Set forth below is certain information regarding the executive officers of the Company who do not serve as directors, including their ages, their positions with our Company and a brief biographical description.
Who Are Not Directors
| | | | Served as an | | Name | Age | Position | Officer Since | | Felipe Duran | 45 | Chief Financial Officer | June 22, 2023 | | Marc Banjak | 47 | Chief Legal Counsel | August 14, 2024 |
Who Are Not Directors
| Felipe Duran, 45 | | BACKGROUND Felipe Duran has been iBio’s Chief Financial Officer (CFO) since June 2023 and prior thereto from January 20, 2023 he served as iBio’s interim Chief Financial Officer and prior to that Mr. Duran was iBio’s Vice President of Financial Planning and Analysis (“FP&A”) from April 2021 to February 2023 and then as the Company’s Interim CFO from February 2023 through June 2023. Previously, Mr. Duran served as the Executive Director (CFO), of Lupin Latin America, a subsidiary of Lupin Pharmaceuticals, the third-largest generic pharmaceutical company in the United States, from May 2016 to May 2021. Prior to joining Lupin Pharmaceuticals, he held numerous strategy positions at Teva Pharmaceuticals in both its growth markets and Latin America offices. Mr. Duran also worked as a Manager, FP&A for both Bupa and Noven Pharmaceuticals. Mr. Duran holds a B.A. in Finance and an M.B.A from the University of Miami. |
Who Are Not Directors
| Arc | | Marc Banjak, 47 | | BACKGROUND Marc Banjak has been iBio’s Chief Legal Officer (CLO) since August 2024 and prior thereto from February 21, 2022 he served as iBio’s General Counsel and Corporate Secretary. Mr. Banjak previously served as the first general counsel of both Istari Oncology, a privately-held company, and Dova Pharmaceuticals, then a publicly traded company, leading the legal and compliance functions within both organizations. While at Dova, Mr. Banjak advised the company through the acquisition of Dova by Swedish Orphan Biovitrum AB. Prior to that, Mr. Banjak worked as an attorney at PRA Health Sciences, B. Braun Medical, and PPD. Prior to entering the biotechnology and contract research industries, Mr. Banjak served as an active-duty officer in the U.S. Air Force in a variety of legal roles. Mr. Banjak is admitted to the Colorado state bar. Mr. Banjak earned his JD from the University of Denver School of Law and a BA in Psychology from Franklin and Marshall College. |
Independent Consultant; Peer Group and Benchmarking
Independent Consultant; Peer Group and Benchmarking The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. From August 2020 through August 2024, the Compensation Committee engaged FW Cook as its independent advisor to review our executive compensation programs and to assess our executive officers’ base salaries, incentive opportunities, target and actual total cash, long-term incentive value and total direct compensation from a competitive standpoint. For fiscal year 2024, the Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and the corporate governance rules of the NYSE and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee. In January 2022, FW Cook assisted the Compensation Committee in selecting a peer group of 16 companies for purposes of benchmarking the fiscal year 2023 executive compensation program. The companies included in the peer group are in the pharmaceutical, biotechnology or life sciences industry, had a market cap within a targeted range of our market cap, had common business characteristics with us, and are our business and/or labor market competitors. At the time the peer group was approved, we had a market cap positioned at the 28th percentile of the peer group (based on peer market cap at time of analysis). The approved peer group consisted of the following companies:
Independent Consultant; Peer Group and Benchmarking
| Agenus | Dyadic | NightHawk Biosciences | | Alanos Therapeutics | Dynavax | Savara | | Arcturus Therapeutics | Karyopharm | Sorrento Therapeutics | | CEL-SCI | MediciNova | Sutro Biopharma | | Corbus | Morphic | Y -mAbs Therapeutics | | CytomX Therapeutics | | |
Independent Consultant; Peer Group and Benchmarking
The Company did not make any changes to the 2024 peer group. The Compensation Committee uses the peer group compensation data as one of several factors in determining appropriate compensation parameters for base salary, variable cash compensation and equity-based, long-term incentives. The Compensation Committee’s executive compensation decisions are made on a case-by-case basis, and specific benchmark results do not, in and of themselves, determine individual target compensation decisions.
ANNUAL CASH INCENTIVE BONUSES
ANNUAL CASH INCENTIVE BONUSES The Compensation Committee believes that performance-based cash incentive bonuses play an important role in providing incentives to executives to achieve annual corporate goals. Fiscal 2024 reflected the continuation of a formulaic plan. The target annual incentive bonuses in fiscal year 2024 were as follows in the table below. The bonus target percentages for Dr. Brenner and Mr. Duran were set in connection with the negotiation of their employment agreements during fiscal year 2021 and fiscal year 2023, respectively, and were pro-rated for the portion of the year they served the Company in their various roles. Actual bonuses were determined based on the Compensation Committee’s assessment of performance. The performance goals for our named executive officers were established by our Compensation Committee. Bonuses for fiscal year 2024 were subject to a formulaic framework with the following categories and weightings: execute strategic deals (pipeline & platform) (35%), increase cash runway (35%), complete transformation from a plant-based CDMO to an AI enabled biotech (15%), increase pipeline value and develop platform to drive new vision and mission of the Company (15%). We have not disclosed the specific performance goals because we believe this disclosure would reveal confidential strategic objectives and information that is not otherwise publicly disclosed by us and would result in competitive harm to us. The strategic measures were designed to be “stretch” goals that were achievable with what we believe represented an elevated level of effort and performance. Payouts could be earned at up to 150% of target, based on actual performance. Final payouts for the NEOs were approved at 100% of target as described in the below table:
ANNUAL CASH INCENTIVE BONUSES
| | | | FY24 | FY24 | | | | FY24 | Target | Actual | | | | Bonus Target | Bonus | Bonus | | | FY24 | (as % of | Annualized | (Pro-rated) | | | Base Salary | Base Salary) | ($) | ($) | | Dr. Martin B. Brenner | $522,365 | 40% | $208,946 | $208,946 | | Felipe Duran | $360,500 | 40% | $144,200 | $144,200 |
LONG-TERM EQUITY INCENTIVES
LONG-TERM EQUITY INCENTIVES Our primary long-term incentive compensation vehicle is stock options. The number of equity awards granted is based on the executive’s position, the executive’s performance in the prior year (if applicable), the Company’s overall performance, the executive’s potential for continued sustained contributions to our success, and competitive market information. Based on market data provided by FW Cook, the Compensation Committee considers the equity grant levels of the peer group, including awards granted as a percent of outstanding shares when recommending equity awards for executive officers. We grant options based on our belief that they naturally align executives with the creation of stockholder value and are the best long-term incentive vehicle to retain and promote our Company culture. The Compensation Committee believes that stock options are inherently performance-based, incentivize employees to make decisions that support long-term success, and are appropriate and advantageous for the following additional reasons:
LONG-TERM EQUITY INCENTIVES
| ● | Value is only realized if the stock price increases, thereby aligning the interests of executives with those of stockholders. |
LONG-TERM EQUITY INCENTIVES
| ● | Stock options have greater downside risk than full-value awards, as they do not provide any value to the holder if the stock price declines below the exercise price (determined as of the date of grant). |
LONG-TERM EQUITY INCENTIVES
| ● | The ten-year term of options gives executives the opportunity to realize value over a long period of time, which promotes long-term thinking and value creation. |
LONG-TERM EQUITY INCENTIVES
| ● | Stock options are well understood and help attract and retain employees who contribute to the Company. |
LONG-TERM EQUITY INCENTIVES
On April 25, 2024, Mr. Duran was granted a stock option agreement to purchase 35,800 shares of the Company’s Common Stock at an exercise price of $1.72 per share. This award vests 25% after one year and then in equal quarterly installments over a 36-month period. Additionally, on May 9, 2024, Mr. Duran was granted a stock option agreement to purchase 90,000 shares of the Company’s Common Stock at an exercise price of $1.88 per share. This award vests in equal quarterly installments over three years. On May 9, 2024, Dr. Brenner was granted a stock option agreement to purchase 110,000 shares of the Company’s Common Stock at an exercise price of $1.88 per share. This award vests 25% after one year and then in equal quarterly installments over a 36-month period. Additionally, on May 9, 2024, Dr. Brenner was granted a stock option agreement to purchase 147,300 shares of the Company’s Common Stock at an exercise price of $1.88 per share. This award vests in equal quarterly installments over three years. All of the annual cycle equity grants in fiscal year 2024 were made in time-based stock options.
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024 The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to us and our subsidiaries during the fiscal years noted below:
Summary Compensation Table for Fiscal Year 2024
| | | | | | | Non-Equity | All | | | | Fiscal | | | Stock | Option | Incentive | Other | | | Name and Principal Position | Year | Salary | Bonus | Awards(1) | Award(s)(1) | Compensation (2) | Compensation | Total | | Dr. Martin B. Brenner (3) | 2024 | $522,365 | $— | $— | $518,286 | $208,946 | $21,689 | $1,271,286 | | Chief Executive Officer and Chief Scientific Officer | 2023 | $457,553 | $250 | $316,359 | $175,504 | $110,916 | $8,592 | $1,069,174 | | Felipe Duran (4) | 2024 | $360,500 | $— | $— | $248,646 | $144,200 | $8,524 | $761,870 | | Chief Financial Officer | 2023 | $318,765 | $140,250 | $78,000 | $75,216 | $73,100 | $14,329 | $699,660 |
Summary Compensation Table for Fiscal Year 2024
| (1) Reflects the aggregate grant date fair value computed in accordance with ASC 718. The value assumption used in determining such amounts are described in Note 19 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2024. |
Summary Compensation Table for Fiscal Year 2024
| (2) The amounts reported represent actual bonuses earned for performance during the applicable year by our named executive officers based upon the achievement of our corporate objectives for such year, as described under “Annual Cash Incentive Bonuses.” |
Summary Compensation Table for Fiscal Year 2024
| (3) All Other Compensation for fiscal year 2024 included the Company’s contributions to a Company sponsored qualified retirement plan of $21,689 and $8,524 for Messrs. Brenner and Duran, respectively. |
Summary Compensation Table for Fiscal Year 2024
| (4) Dr. Brenner was appointed Chief Scientific Officer effective January 18, 2021 and Chief Executive Officer in June 2023. |
Summary Compensation Table for Fiscal Year 2024
| (5) Mr. Duran was appointed Chief Financial Officer in June 2023. |
Outstanding Equity Awards at Fiscal Year-End (June 30, 2024)
Outstanding Equity Awards at Fiscal Year-End (June 30, 2024) The following table provides information about the number of outstanding equity awards (post reverse split effected in November 2023) held by each of our named executive officers as of June 30, 2024:
Outstanding Equity Awards at Fiscal Year-End (June 30, 2024)
| | Number of | Number of | | | | | | | | securities | securities | | | | Number of | Market value | | | underlying | underlying | | | | shares or | of shares or | | | unexercised | unexercised | | Option | Option | units of stock | units of stock | | | options | options | Grant | Exercise | Expiration | that have | that have | | Name | exercisable | unexercisable | Date | Price | Date | not vested | not vested(5) | | Dr. Martin B. Brenner (1) | 812 | 188 | 1/18/21 | $735.00 | 1/18/31 | — | $— | | Dr. Martin B. Brenner (1) | 962 | 438 | 8/23/21 | $630.00 | 8/23/31 | — | $— | | Dr. Martin B. Brenner (1) | 612 | 788 | 8/29/22 | $140.00 | 8/29/32 | — | $— | | Dr. Martin B. Brenner (1) | — | 6,000 | 8/23/23 | $7.00 | 8/23/33 | — | $— | | Dr. Martin B. Brenner (1) | — | 147,300 | 5/9/24 | $1.88 | 5/9/34 | — | $— | | Dr. Martin B. Brenner (2) | — | 110,000 | 5/9/24 | $1.88 | 5/9/34 | — | $— | | Felipe Duran (1) | 105 | 35 | 5/4/21 | $645.00 | 5/4/31 | — | $— | | Felipe Duran (1) | 34 | 16 | 8/23/21 | $630 | 8/23/31 | — | $— | | Felipe Duran (1) | 262 | 338 | 8/29/22 | $140 | 8/29/32 | — | $— | | Felipe Duran (1) | — | 3,000 | 8/23/23 | $7.00 | 8/23/33 | — | $— | | Felipe Duran (1) | — | 35,800 | 4/25/24 | $1.72 | 4/25/34 | — | $— | | Felipe Duran (2) | — | 90,000 | 5/9/24 | $1.88 | 5/9/34 | — | $— |
Outstanding Equity Awards at Fiscal Year-End (June 30, 2024)
| (1) The options vest twenty-five percent on the first anniversary of the grant dates and then pro-rata on a quarterly basis thereafter. |
Outstanding Equity Awards at Fiscal Year-End (June 30, 2024)
| (2) The options vest quarterly over three years. |
Pay Versus Performance
Pay Versus Performance The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs.” We are permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a 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. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation.”
Pay Versus Performance
| | | | | | | | Value of | | | | | | | | | | Initial Fixed | | | | | | | | Average | | $100 | | | | | | | | Summary | Average | Investment | | | | | | | | Compensation | Compensation | Based on | | | | Summary Compensation Table | | Compensation Actually Paid to | | Table Total for | Actually Paid | Total | | | | Total for PEO ($)(1)(2) | | PEO ($)(1)(3) | | Non-PEO | to Non-PEO | Shareholder | Net Income | | Fiscal Year | PEO - Isett | PEO - Brenner | PEO - Isett | PEO - Brenner | NEOs(1)(2) | NEOs(1)(3) | Return(4) | ($ Millions)(5) | | 2024 | $— | $1,271,286 | $— | $1,179,292 | $761,870 | $742,380 | $0.28 | $(24.91) | | 2023 | $1,670,498 | $1,069,174 | $189,265 | $629,453 | $630,739 | $336,310 | $1.62 | $(65.01) | | 2022 | $3,068,714 | $— | $(2,143,039) | $— | $1,247,056 | $151,787 | $17.48 | $(50.30) |
Pay Versus Performance
| (1) PEOs/NEOs included in these columns reflect the following individuals: |
Pay Versus Performance
| Fiscal Year | PEO | Non-PEO NEOs | | 2024 | Dr. Martin B. Brenner | Felipe Duran | | 2023 | Thomas F. Isett(a), Dr. Martin B. Brenner(b) | Felipe Duran(c), Robert Lutz(d) | | 2022 | Thomas F. Isett | Robert Lutz, Dr. Martin B. Brenner |
Pay Versus Performance
| (a) Mr. Isett resigned as the Company’s Chief Executive Officer on December 1, 2022. |
Pay Versus Performance
| (b) Dr. Brenner has served as the Company’s Chief Scientific Officer since January 2021, was appointed as the Company’s Interim CEO on January 20, 2023 and as the Company’s Chief Executive Officer on June 22, 2023. Dr. Brenner was a Non-PEO NEO in fiscal year 2022. |
Pay Versus Performance
| (c) Mr. Duran was appointed as the Company’s Interim CFO effective as of February 13, 2023 and as the Company’s Chief Financial Officer on June 22, 2023. |
Pay Versus Performance
| (d) On January 11, 2023, Mr. Lutz resigned as the Company’s Chief Financial Officer effective as of February 10, 2023. |
Pay Versus Performance
| (2) Amounts reflect the total compensation for our PEO, and on an average basis, our Non-PEO NEOs as set forth in the summary compensation tables in the Company’s proxy statements for fiscal years 2024, 2023 and 2022 (“SCT”). |
Pay Versus Performance
| (3) The following tables illustrate the adjustments to the SCT total compensation for our PEOs, as well as the average for our other NEOs, to determine “compensation actually paid”, as computed in accordance with Item 402(v). Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |
Pay Versus Performance
| | PEO (Brenner) | | Reconciliation of Summary Compensation Table Total to | Fiscal Year | | Compensation Actually Paid for PEO | June 30, 2024 ($) | | Summary Compensation Table Total | $1,271,286 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $518,286 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $487,095 | | Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $(11,538) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(49,265) | | Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $— | | Compensation Actually Paid | $1,179,292 |
Pay Versus Performance
| Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year June 30, 2024 ($) | | Summary Compensation Table Total | $761,870 | | Minus: Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $248,646 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $246,660 | | Plus: Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $(3,435) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | Plus: Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(14,069) | | Minus: Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $— | | Compensation Actually Paid | $742,380 |
Pay Versus Performance
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.
Pay Versus Performance
| (4) Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Common Stock of iBio, Inc., at the beginning of the measurement period. |
Pay Versus Performance
| (5) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. |