DEF 14A of Filana Therapeutics, Inc.
Filed Mar 26, 2024 · FY20230001437749-24-009339
ELECTION OF THREE CLASS III DIRECTORS
ELECTION OF THREE CLASS III DIRECTORS
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth each Director and executive officer of the Company and their ages and positions with the Company as of the Record Date.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position | | Remi Barbier | 64 | President, Chief Executive Officer, Chairman of the Board of Directors and Class III Director | | R. Christopher Cook | 60 | Sr.VP & General Counsel | | James W. Kupiec, M.D. | 71 | Chief Medical Officer | | Eric J. Schoen | 55 | Chief Financial Officer | | Robert Anderson, Jr. (4) | 58 | Class I Director | | Richard J. Barry (1)(3)(4) | 65 | Class II Director | | Pierre Gravier (4) | 39 | Class II Director | | Robert Z. Gussin, Ph.D. (1)(2)(4) | 86 | Class II Director | | Claude Nicaise, M.D. (4) | 72 | Class II Director | | Michael J. O’Donnell, Esq. (4) | 65 | Class I Director | | Sanford R. Robertson (1)(2)(3)(4) | 92 | Class III Director | | Patrick J. Scannon, M.D., Ph.D. (4) | 76 | Class III Director |
DIRECTORS AND EXECUTIVE OFFICERS
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DIRECTORS AND EXECUTIVE OFFICERS
| (1) Member of Audit Committee. |
DIRECTORS AND EXECUTIVE OFFICERS
| (2) Member of Compensation Committee. |
DIRECTORS AND EXECUTIVE OFFICERS
| (3) Member of the Nominating and Governance Committee. |
DIRECTORS AND EXECUTIVE OFFICERS
| (4) Meets the definition of independence under the Nasdaq Stock Market LLC listing standards. |
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors choose the executive officers, who then serve at the discretion of the Board of Directors. There is no family relationship between any director or executive officer of the Company. Remi Barbier, the Company’s founder, has served as President, Chief Executive Officer and Chairman of the Board of Directors since the Company’s inception in 1998. Prior to that time, Mr. Barbier helped in the growth or founding of Exelixis Inc., a publicly-traded drug development company, ArQule, Inc., a drug development company acquired by Merck & Co., and EnzyMed, Inc., a chemistry company acquired by Albany Molecular Research, Inc. Mr. Barbier is a trustee emeritus of the Carnegie Institute of Washington, the Santa Fe Institute, the Advisory Board of the University of California Institute for Quantitative Biosciences and advises a life science incubator at the University of Arkansas for Medical Sciences. Mr. Barbier received his B.A. from Oberlin College and his M.B.A. from the University of Chicago. R. Christopher Cook has served as Senior Vice President and General Counsel since October 2022. He previously served, since 2017, as the Global Head of Litigation and Government Investigations for Alcon, a publicly traded medical device and pharmaceutical company, and before that as the Vice President and division General Counsel for Walmart Central America in San Jose, Costa Rica. Mr. Cook also spent seventeen years at Jones Day, where he was a litigation partner in the firm's Washington, DC and Chicago offices. Mr. Cook served as an Assistant United States Attorney in Chicago. Mr. Cook earned his BA in English from Emory University and his JD from Harvard Law School. James W. Kupiec, M.D. has served as our Chief Medical Officer since December 2022 and previously served as our Chief Clinical Development Officer from January 2021 to December 2022. Dr. Kupiec joined the Company after three decades of drug development experience at Pfizer, Sanofi and Ciba-Geigy. Dr. Kupiec previously served as Vice President, Global Clinical Leader for Parkinson’s Disease and Clinical Head of the Neuroscience Research Unit for Pfizer, Inc., in Cambridge, MA. He joined Pfizer in 2000 after seven years with Sanofi, and two years with Ciba-Geigy Pharmaceuticals. During his 17-year career at Pfizer, Dr. Kupiec had extensive governance, business development, alliance and leadership responsibilities. Dr. Kupiec earned his BS with Honors in Biochemistry at Stony Brook University and his MD from the Albert Einstein College of Medicine. He completed his residency training at the Strong Memorial Hospital, University of Rochester School of Medicine, and is certified by the American Board of Internal Medicine. He served as an investigator on many clinical trials before joining the pharmaceutical industry. Eric Schoen has served as Chief Financial Officer since 2018. Prior to joining the Company, Mr. Schoen served in numerous financial leadership roles. Most recently, he served as Vice President, Senior Vice President, Finance and Chief Accounting Officer of Aspira Women’s Health Inc. (formerly Vermillion, Inc.), a publicly-held women’s health company, from 2011 to 2017. Mr. Schoen also began his career and spent nine years with PricewaterhouseCoopers in the audit and assurance, transaction services and global capital markets practices. Mr. Schoen received his B.S. in Finance from Santa Clara University. Robert Anderson, Jr. has served as a director since December 2023. Mr. Anderson has decades of operational experience in cybersecurity, counterintelligence, economic espionage and critical incident response and management. Mr. Anderson previously led more than 20,000 FBI employees as the bureau’s Executive Assistant Director of the Criminal, Cyber, Response and Services Branch— the No. 3 position in the organization. Mr. Anderson is currently Chairman of the Board and Chief Executive Officer of Cyber Defense Labs, an advisory firm focused on cybersecurity, where he has served as CEO since March 2019 and Chairman since January 2022. Mr. Anderson holds a Bachelor of Science and a Master in Public Administration from Wilmington University. Richard J. Barry has served as a director since June 2021. Since June 2015, Mr. Barry has also served as a director of Sarepta Therapeutics, Inc., (Nasdaq: SRPT). Mr. Barry has extensive experience in the investment management business. He was a founding member of Eastbourne Capital Management LLC, and served as a Managing General Partner and Portfolio Manager from 1999 to its close in 2010. Prior to Eastbourne, Mr. Barry was a Portfolio Manager and Managing Director of Robertson Stephens Investment Management. Mr. Barry holds a Bachelor of Arts from Pennsylvania State University. Pierre Gravier has served as a director since December 2023. Since July 2023, Mr. Gravier has been the Chief Financial Officer of PTC Therapeutics, Inc., a publicly traded biotechnology company. From 2013 to July 2023, Mr. Gravier was previously Managing Director in the healthcare group of Perella Weinberg Partners, a leading global independent advisory firm that provides strategic, financial, and tactical advice in connection with executing mergers, acquisitions and other corporate strategies. Mr. Gravier holds a Master’s Degree in Finance from ESCP Business School and a Master of Science in Bioengineering from the University of Technology of Compiègne. Robert Z. Gussin, Ph.D. has served as a director since 2003. Dr. Gussin worked at Johnson & Johnson for 26 years, most recently as Chief Scientific Officer and Corporate Vice President, Science and Technology from 1986 through his retirement in 2000. Dr. Gussin served on the board of directors of Duquesne University and the advisory boards of the Duquesne University Pharmacy School and the University of Michigan Medical School Department of Pharmacology. Dr. Gussin received his B.S. and M.S. degrees and D.Sc. with honors from Duquesne University and his Ph.D. in Pharmacology from the University of Michigan, Ann Arbor. Claude Nicaise, M.D. has served as a director since December 2023. Since June 2015, Dr. Nicaise has also served as a director of Sarepta Therapeutics, Inc., (Nasdaq: SRPT). Since January 2021, Dr. Nicaise has served as a member of the board of directors of Gain Therapeutics. Since March 2021, Dr. Nicaise has served as a member of the board of directors of Chemomab Therapeutics Ltd. Dr. Nicaise has held clinical/regulatory leadership roles that have resulted in 14 new drug approvals in various diseases areas, including neuroscience. Dr. Nicaise is the founder of Clinical Regulatory Services, a company providing advice on clinical and regulatory matters to biotechnology companies. Dr. Nicaise served as Executive Vice President, Regulatory at Ovid Therapeutics Inc., a company that develops medicines for orphan diseases of the brain, from 2015 to March 2023. Dr. Nicaise was a Senior Vice President of Strategic Development and Global Regulatory Affairs at Alexion Pharmaceuticals from 2008 to 2014. From 1983 to 2008, Dr. Nicaise served in various positions of increasing responsibility at Bristol-Myers Squibb, including senior positions such as Vice President of Global Development and Vice-President of Worldwide Regulatory Science and Strategy. Dr. Nicaise received his M.D. from the Université Libre de Bruxelles in Belgium.
DIRECTORS AND EXECUTIVE OFFICERS
Michael J. O’Donnell, Esq. has served as a director since 1998. Mr. O’Donnell has been a partner in the law firm of Orrick, Herrington & Sutcliffe LLP since June 2021. Orrick, Herrington & Sutcliffe LLP has provided legal services to the Company. Previously, Mr. O’Donnell was a member of Morrison & Foerster LLP from 2011 to 2021. Mr. O’Donnell serves as corporate counsel to numerous public and private biopharmaceutical and life sciences companies. Previously, Mr. O’Donnell was a member of Wilson Sonsini Goodrich & Rosati. Mr. O’Donnell received his J.D., cum laude, from Harvard University and his B.A. from Bucknell University, summa cum laude. Sanford R. Robertson has served as a director since 1998. Mr. Robertson has been a partner of Francisco Partners, a technology buyout fund, since 1999. Prior to founding Francisco Partners, Mr. Robertson was the founder and chairman of Robertson, Stephens & Company, a technology investment bank sold to BankBoston in 1998. Mr. Robertson was previously the lead director of Salesforce.com, a publicly-held provider of enterprise cloud computing applications. Mr. Robertson received his B.A. and M.B.A. degrees with distinction from the University of Michigan. Patrick J. Scannon, M.D., Ph.D. has served as a director since 2007. Dr. Scannon is one of the founders of XOMA. From 2006 to 2016, Dr. Scannon was Executive Vice President, Chief Biotechnology Officer of XOMA. From 1993 to 2006, Dr. Scannon served as Chief Scientific and Medical Officer of XOMA. Dr. Scannon retired from XOMA and resigned from XOMA’s board of directors in 2016. Dr. Scannon received his Ph.D. in organic chemistry from the University of California, Berkeley and his M.D. from the Medical College of Georgia.
How Compensation Decisions are Made
How Compensation Decisions are Made Role of the Compensation Committee Each year, our Compensation Committee determines the amount and allocation of long-term and currently-paid compensation and cash and non-cash compensation for executive officers. The Compensation Committee relies on data from a number of sources, including a review of independent compensation consultant analyses; the experience and knowledge of members of the Compensation Committee, Board of Directors and senior management; and additional factors, such as recent market trends and general business conditions to arrive at such determinations. Survey data that we may use include compensation information regarding publicly-held companies in our industry that are similar in size, breadth, stage of development or complexity to us. While none of these sources of data is prescriptive, each source helps the Compensation Committee evaluate the appropriateness of total compensation for each executive at a particular point in the Company’s life cycle. We do not have a set policy for allocating long-term and currently-paid compensation. To assist the Compensation Committee with its responsibilities, we provide briefing materials prepared or summarized by management. Our Chief Executive Officer participates in the collection and dissemination of briefing materials and interacts with the Compensation Committee in reviewing some of the elements of yearly performance and compensation of the executive management team. The Compensation Committee believes that an appropriate level of input from our Chief Executive Officer provides a necessary and valuable perspective in helping the Compensation Committee formulate its own independent views on compensation. The Compensation Committee makes all final determinations as to compensation levels for executive officers, without any executive officers present. Role of Independent Compensation Consultant Pursuant to its charter, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In 2023, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), a national compensation consulting firm, to analyze the compensation for certain officers of the Company. The Compensation Committee concluded that the Pearl Meyer was an independent consultant after considering the factors relevant to the consultant’s independence from management, including the factors set forth by the SEC rules and Nasdaq listing standards regarding compensation consultant independence. The Company established a peer group, based on Pearl Meyer’s review and recommendation, of fourteen (14) publicly traded pre-commercial biotechnology companies having a market capitalization ranging from approximately $500 million to $2 billion. The Company’s market capitalization was approximately at the 55th percentile of this peer group of companies at the time it was established. The peer group consists of the following companies:
Elements of Executive Compensation
| ● | competitive market data; and |
Elements of Executive Compensation
In December 2023, after reviewing each executive’s job responsibilities, individual performance, our corporate performance, and our total compensation expense, the annualized base salary of Mr. Barbier was increased by approximately 3% to $1,225,000 from $1,188,000; the annualized base salary of Mr. Cook was increased by approximately 3% to $438,000 from $425,000; the annualized base salary of Dr. Kupiec was increased by approximately 3% to $449,000 from $435,000; and the annualized base salary of Mr. Schoen increased by approximately 3% to $475,000 from $460,000. These changes were effective January 1, 2024. Bonuses. Each executive officer is eligible for an annual cash bonus. We provide such bonuses to motivate executive officers to achieve corporate performance goals and to perform in their areas of responsibility. We do not have a policy of prospectively establishing annual target bonuses or bonus criteria. Each individual executive officer’s bonus for the prior year is determined through an evaluation of overall corporate performance with a particular focus on our progress since the prior year’s bonus determination in the areas of research and development, finance and other operations. The Compensation Committee has historically not awarded bonuses on an annual basis and the Compensation Committee last awarded bonuses in 2021. In 2023, the Compensation Committee again determined that no bonuses were to be paid to the Company's executive officers for 2023. 2020 Cash Incentive Bonus Plan. On August 26, 2020, the Board of Directors approved the 2020 Cash Incentive Bonus Plan (the “Cash Incentive Plan”). The Cash Incentive Plan was established to promote the long-term success of the Company by creating an “at-risk” cash bonus program that rewards Cash Incentive Plan participants, including the Company’s executive officers, with additional cash compensation in lockstep with significant increases in the Company’s market capitalization. The Cash Incentive Plan is considered “at-risk” because Cash Incentive Plan participants will not receive a cash bonus unless the Company’s market capitalization increases significantly and certain other conditions specified in the Cash Incentive Plan are met. To date, the Company has not paid any cash bonus to anyone under the Cash Incentive Plan. Effective March 16, 2023, the Board of Directors amended the Cash Incentive Plan to remove all independent directors as beneficiaries under the Cash Incentive Plan and the independent directors consented to such removal. The independent directors’ share of potential benefits under the Cash Incentive Plan were completely forfeited to the Company and will not be allocated to any other participant under the Cash Incentive Plan. Our independent directors have not received, and as a result of such amendment will never receive, any payments under the Cash Incentive Plan. The Company’s market capitalization for purposes of the Cash Incentive Plan, is determined based on either (1) the closing price of one share of the Company’s Common Stock on the Nasdaq Capital Market multiplied by the total issued and outstanding shares and options to purchase shares of the Company or (2) the aggregate consideration payable to security holders of the Company in the event of a merger or acquisition transaction that constitutes a sale of ownership of the Company or its assets (a “Merger Transaction”). Any warrants outstanding are excluded from the determination of market capitalization. The Company’s market capitalization, including all outstanding stock options, was $89.4 million at the inception of the Cash Incentive Plan on August 26, 2020. The Cash Incentive Plan triggers a potential cash bonus each time specified market capitalization levels are achieved, up to a maximum $5 billion in market capitalization. The Cash Incentive Plan specifies 14 incremental amounts between $200 million and $5 billion (each increment, a “Valuation Milestone”). Each Valuation Milestone triggers a potential cash bonus award in a pre-set amount defined in the Cash Incentive Plan, subject to satisfaction of the additional payout conditions noted below. Each Valuation Milestone must be achieved and maintained for no less than 20 consecutive trading days for Cash Incentive Plan participants to be eligible for a potential cash bonus award. Payment of cash bonuses is contingent on (1) the Company having completed a Merger Transaction, or (2) the Compensation Committee of the Board (the “Compensation Committee”) having determined the Company has sufficient cash on hand, as defined in the Cash Incentive Plan, to render payment, neither of which may ever occur. Accordingly, there can be no assurance that Cash Incentive Plan participants will ever be paid a cash bonus that is awarded under the Cash Incentive Plan, even if the Company’s market capitalization increases significantly. The Company’s Chairman, President and Chief Executive Officer (assuming such participant shall hold all three such offices) shall be entitled to 33.3% of any bonus award triggered upon attainment of a Valuation Milestone. Prior to the amendment of the Cash Incentive Plan to remove the independent directors, each independent director as of August 2020 was entitled to 2.0%, and each independent director appointed subsequent to August 2020 was entitled to 1.0% of any such bonus award, subject to a reasonable increase for committee members as approved by the Board. Dr. Kupiec is a member of the Scientific and Technical team, which is entitled to receive in the aggregate a maximum of 33.3% of any bonus award triggered upon attainment of a Valuation Milestone, provided that actual aggregate amounts may be less than 33.3% in the sole discretion of the Compensation Committee. Mssrs. Cook (effective October 28, 2022 upon joining the Company) and Schoen are members of a team that is entitled to receive in the aggregate a maximum of 23.3% of any bonus award triggered upon attainment of a Valuation Milestone, provided that actual aggregate amounts may be less than 23.3% in the sole discretion of the Compensation Committee. The Compensation Committee expects to consider a variety of factors in allocating Cash Incentive Plan awards among team participants, including years of experience, education level, longevity with the Company, intellectual and other contributions to the Company, the actual and projected success of the Company and additional factors affecting overall compensation. There is no continuing service requirement for Cash Incentive Plan participants once the Compensation Committee approves a cash bonus award. Any amounts not awarded by the Compensation Committee are no longer available for distribution. As of December 31, 2020, an aggregate of $10.0 million in potential payments were triggered under the Cash Incentive Plan as a result of achievement of a Valuation Milestone, including potential payments to the independent directors which have since been forfeited. The Compensation Committee approved a potential cash bonus award of $7.3 million in total for all Cash Incentive Plan participants, including $0.8 million of potential payments to the independent directors which have since been forfeited, with $3,330,000 and $50,000 of such potential payouts being allocated to Mr. Barbier and Mr. Schoen, respectively. However, payment of cash bonuses remains contingent on achievement of the additional performance conditions noted above. Accordingly, there can be no assurance that executive officers will ever be paid these potential payments or any other cash bonus under the Cash Incentive Plan.
Elements of Executive Compensation
During the year ended December 31, 2021, the Company’s market capitalization increased substantially. These increases triggered the achievement of 11 additional Valuation Milestones. Collectively, and after taking into account the amendment of the Cash Incentive Plan on March 16, 2023, the achievement of such milestones could trigger potential Company obligations to Cash Incentive Plan participants ranging from a minimum of $74.9 million up to a hypothetical maximum of $202.3 million (excluding potential payments to the independent directors which have been forfeited), with exact amounts to be determined by the Compensation Committee and contingent upon future satisfaction of a Performance Condition. Mr. Barbier was entitled to the stated minimum in potential payments, subject to satisfaction of applicable conditions for payment. Dr. Kupiec and Mr. Schoen’s awards are yet to be determined by the Compensation Committee, but will range from no award up to the maximum as established in the Cash Incentive Plan, and subject to satisfaction of applicable conditions for payment. No Valuation Milestones were achieved during the years ended December 31, 2022 and 2023. No actual cash payments were authorized or made to participants under the Cash Incentive Plan through March 19, 2024. Stock Related Compensation. Stock related compensation includes both stock option grants and other types of equity awards within the terms of our 2008 Equity Incentive Plan and 2018 Omnibus Incentive Plan, as applicable. Each executive officer is eligible for stock option grants as well as share-based awards that vest upon achievement of certain performance criteria, or “Performance Awards”. Such grants are intended to link executive compensation with stockholder value over time. Only our Board of Directors and the Compensation Committee have authority to grant options or Performance Awards to our executive officers. We view stock options as one of the more important components of our long-term, performance-based compensation philosophy. We provide options through initial grants at or near the date of hire and through subsequent periodic grants. Options for executive officers are granted, vest and become exercisable at such time as determined by our Board of Directors. Generally, stock option grants vest over a three or four-year period and have an exercise price equal to the fair market value of our stock at the time of grant. Initial grants are based on ranges that take into consideration an executive’s job responsibilities and competitive market data. For subsequent periodic grants, the Compensation Committee evaluates performance based on each individual’s contribution to the long-term success and growth of the Company, the Company’s performance and the motivational value of additional incremental stock option grants. No stock options are granted in the absence of satisfactory performance. Stock option grants generally terminate shortly after an executive officer ceases providing services to the Company. We grant periodic additional stock options:
Elements of Executive Compensation
| ● | to provide a long-term incentive to achieve or exceed our financial goals. |
Elements of Executive Compensation
In granting stock options in the current year, we may consider the cumulative benefit of stock options granted in prior years. We do not have a program, plan or practice to time stock option grants to our executives in coordination with the release of material nonpublic information. We have not re-priced any of our options and do not intend to re-price or otherwise adjust options in the event that fair market value of our Common Stock declines below an option grant price. In October 2023, after review of the Pearl Meyer compensation analysis, each individual’s contributions to the Company, and consideration of option grants provided in prior years: Mr. Barbier received options to purchase 300,000 shares of our Common Stock; Dr. Kupiec and Mr. Schoen each received options to purchase 150,000 shares of Common Stock and Mr. Cook received options to purchase 50,000 shares of Common Stock. Any personal tax obligations resulting from equity awards are the responsibility of the award recipient. If we issue certain shares for equity awards net of applicable individual taxes, the number of shares issued would be reduced, without reducing the amount of taxable compensation to the award recipient. Performance Awards No Performance Awards were granted in 2023. Other Compensation Pension or Retirement Plans. We do not offer any of our employees a pension plan, retirement plan or other forms of compensation or perquisites paid out upon retirement. Executive officers are eligible for other benefits, in each case, on generally the same basis as other employees, subject to applicable law. Employee Medical and Welfare Benefit Plans. Our employee medical and welfare benefit plans include medical, dental, life, disability and accidental death and dismemberment insurance. 2000 Employee Stock Purchase Plan. Our named executive officers are eligible to participate in our 2000 Employee Stock Purchase Plan (“ESPP”), but did not participate in the ESPP in 2023. We may terminate the ESPP at any time. 401(k) Plan. We maintain a 401(k) Plan that is a defined contribution plan intended to qualify under Section 401(a) of the IRS Code. We have not matched any pre-tax contributions to the 401(k) Plan. Paid Time Off. Our executive officers do not accrue vacation benefits available to our other employees, but do receive other paid time off benefits on the same basis as other employees. Post-Employment Obligations We have employment agreements with Messrs. Barbier, Cook and Schoen and Dr. Kupiec that provide for payments and benefits in connection with a termination of employment without cause. The primary basis for selecting termination without cause for triggering payment was that such terms are deemed necessary in attracting and retaining high-performing executive talent. For additional information on the specific terms and conditions of this employment arrangements, see the discussion in the section entitled “Executive Compensation and Other Matters – Employment and Severance Arrangements” of this Proxy Statement. Accounting and Tax Considerations Generally, the expense related to an option grant or award is established at the time of awards for purposes of financial reporting and recognized as appropriate over the period of time covered by the option grant or award. Our financial statements include more information regarding accounting for stock options. The tax deductions related to equity awards are generally determined in the future, usually at the time of exercise or sale of the underlying stock from stock options or at the time of vesting of other equity awards. These tax deductions may be more or less than the amount of the underlying expense recorded for financial reporting purposes. We cannot predict the amount of tax deductions we earn in the future, if any, because the deductions are based on the fair market value of Common Stock on the date when the tax deduction is earned. Section 162(m) generally imposes a $1 million limit on the amount a public company may deduct for compensation paid to certain current and former executive officers. Prior to 2018, this limitation did not apply to compensation that met Section 162(m)’s requirements for qualifying performance-based compensation. This performance-based compensation exemption was repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible, unless such compensation qualifies for transition relief applicable to certain arrangements that were in effect as of November 2, 2017 and are not materially modified thereafter. As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors we consider when structuring our executive compensation arrangements, it is not the sole or primary factor considered. We retain the flexibility to authorize compensation that may not be deductible if we believe it is in the best interests of the Company. Stock Ownership Guidelines We do not have any stock ownership guidelines, ownership goals or holding requirements. We have an insider trading policy that is designed to promote compliance with insider trading laws and that establishes certain restrictions on trading windows. Clawback Policy Effective October 2, 2023, we adopted an executive compensation clawback policy as required pursuant to the listing standards of Nasdaq, Section 10D of the Exchange Act and Rule 10D-1 under the Exchange Act (the “Dodd-Frank Clawback Policy”). The Dodd-Frank Clawback Policy generally provides that we will seek to recover, in the event of a required accounting restatement, reasonably promptly, excess incentive compensation received by covered officers where that compensation is based on erroneously reported financial information. Other Corporate Governance Policies and Practices The Company has adopted a Code of Ethics that applies to all its directors and employees, including its senior financial and principal executive officers. The Code of Ethics covers a variety of matters, such as acting with integrity and compliance with laws, including anti-corruption laws. Amendments to and waivers, if any, of the Code of Ethics as it pertains to the principal executive officer, principal financial officer, and principal accounting officer, if any, will be disclosed on our website. The Code of Business Conduct is available on the Company’s website at www.cassavasciences.com. The Company has also adopted Corporate Governance Guidelines that are available on the Company’s website at www.cassavasciences.com.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation for each of our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards (1) ($) | All Other Compen- sation(2) ($) | Total ($) | | Remi Barbier | 2023 | 1,188,000 | — | — | 5,065,650 | 9,388 | 6,263,038 | | President, Chief Executive Officer | 2022 | 1,100,000 | — | — | — | 14,998 | 1,114,998 | | and Chairman of the Board | 2021 | 975,000 | 750,000 | — | — | 16,120 | 1,741,120 | | R. Christopher Cook(3) | 2023 | 425,000 | — | — | 844,275 | — | 1,269,275 | | Sr. VP and General Counsel | 2022 | 74,102 | — | — | 3,541,960 | 40,000(4) | 3,656,062 | | James W. Kupiec, M.D. | 2023 | 435,000 | — | — | 2,532,825 | — | 2,967,825 | | Chief Medical Officer | 2022 | 400,000 | — | — | — | — | 400,000 | | | 2021 | 373,579 | 100,000 | — | — | — | 473,579 | | Eric J. Schoen | 2023 | 460,000 | — | — | 2,532,825 | — | 2,992,825 | | Chief Financial Officer | 2022 | 425,000 | — | — | — | 1,610 | 426,610 | | | 2021 | 275,000 | 500,000 | — | — | 1,932 | 776,932 |
Summary Compensation Table
| (1) Assumptions used in calculating the value of option awards are described in Notes 2 and 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, incorporated herein by reference. The amounts reported for option awards are based on the aggregate grant date fair value computed in accordance with ASC Topic 718. |
Summary Compensation Table
| (2) Represents life insurance premiums paid by us on behalf of our named executive officers, except for Mr. Cook. |
Summary Compensation Table
| (3) Mr. Cook joined the Company on October 28, 2022. |
Summary Compensation Table
| (4) Represents moving allowance paid to Mr. Cook upon his relocation to Austin, Texas. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2023.
Grants of Plan-Based Awards
| Name | Grant Date | All other option awards: Number of securities underlying options (#)(1) | Exercise or base price of option awards ($/sh)(2) | Grant date fair value of option awards(3) | | Remi Barbier | 10/3/2023 | 300,000 | $17.54 | $5,065,650 | | R. Christopher Cook | 10/3/2023 | 50,000 | $17.54 | $844,275 | | James W. Kupiec, M.D. | 10/3/2023 | 150,000 | $17.54 | $2,532,825 | | Eric J. Schoen | 10/3/2023 | 150,000 | $17.54 | $2,532,825 |
Grants of Plan-Based Awards
| (1) For 2023 stock option grants, one thirty-sixth of the shares subject to each such option vest and become exercisable one month after the vesting commencement date, and an additional one thirty-sixth of the shares subject to such option vest each month thereafter. |
Grants of Plan-Based Awards
| (2) The exercise price of these stock options is equal to the closing price of our common stock on the NASDAQ Capital Market on the grant date. | | (3) Assumptions used in calculating the value of option awards are described in Notes 2 and 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, incorporated herein by reference. The amounts reported for option awards are based on the aggregate grant date fair value computed in accordance with ASC Topic 718. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding the outstanding equity awards at December 31, 2023 held by each of our executive officers named in the Summary Compensation Table.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) (2) | | | | | Name | Option/ Award Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Remi Barbier | 6/6/14 | 85,714 | — | 35.00 | 6/6/24 | | | 11/14/14 | 85,714 | — | 12.04 | 11/14/24 | | | 12/11/15 | 85,714 | — | 13.02 | 12/11/25 | | | 8/23/17 | 300,000 | — | 3.24 | 8/23/27 | | | 9/28/18 | 60,000 | — | 1.01 | 9/28/28 | | | 12/13/19 | 100,000 | — | 1.88 | 12/13/29 | | | 10/3/23 | 16,666 | 283,334 | 17.54 | 10/3/33 | | R. Christopher Cook | 10/28/22 | 29,167 | 70,833 | 36.76 | 10/28/32 | | | 10/3/23 | 2,778 | 47,222 | 17.54 | 10/3/33 | | James W. Kupiec, M.D. | 10/3/23 | 8,333 | 141,667 | 17.54 | 10/3/33 | | Eric J. Schoen | 10/31/18 | 50,000 | — | 1.18 | 10/31/28 | | | 10/3/23 | 8,333 | 141,667 | 17.54 | 10/3/33 |
Outstanding Equity Awards at Fiscal Year End
(1) All of the outstanding equity awards were granted under our 2008 Equity Incentive Plan or 2018 Omnibus Incentive Plan. (2) Option awards were granted with an exercise price equal to the fair market value on the date of grant. For options granted prior to 2023, one forty-eighth of the shares subject to each such option vest and become exercisable one month after the vesting commencement date, and an additional one forty-eighth of the shares subject to such option vest each month thereafter. For 2023 stock option grants, one thirty-sixth of the shares subject to each such option vest and become exercisable one month after the vesting commencement date, and an additional one thirty-sixth of the shares subject to such option vest each month thereafter.
Option Exercises
Option Exercises The following table sets forth stock option exercises by our named executive officers in 2023.
Option Exercises
| | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Remi Barbier | 23,705(1) | 598,567 | | R. Christopher Cook | — | — | | James W. Kupiec, M.D. | — | — | | Eric J. Schoen | — | — |
Option Exercises
(1) Stock options were net settled in satisfaction of the exercise price, with no cash proceeds received by the Company and no shares sold to third parties by the named executive officer.
Nonqualified Deferred Compensation for Fiscal Year 2023
Nonqualified Deferred Compensation for Fiscal Year 2023 There was no nonqualified deferred compensation for our named executive officers in 2023.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio For our last completed fiscal year ended December 31, 2023:
Chief Executive Officer Pay Ratio
| ● | The total compensation of our median employee (excluding Mr. Barbier) for the 12-month period ended December 31, 2023, and calculated consistent with how named executive officer total compensation is calculated for the Summary Compensation Table, was $284,000. |
Chief Executive Officer Pay Ratio
| ● | Mr. Barbier’s total compensation as reported in the 2023 Summary Compensation Table was $6,263,038. |
Chief Executive Officer Pay Ratio
| ● | Based on this information, the ratio of Mr. Barbier’s annual total compensation to our identified median employee’s is 22.1 to 1. |
Chief Executive Officer Pay Ratio
As of December 31, 2023, we had 29 full-time employees. In identifying the median employee, we excluded our chief executive officer and used annualized base salaries and bonuses for employees who joined the Company in 2023. Because companies are allowed to identify the median employee and determine a chief executive officer pay ratio using various methodologies, estimates and assumptions applicable to their own employee populations, compensation practices and other circumstances, the pay ratio other companies report — including those in our peer group — may not be comparable to the foregoing pay ratio.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”
Pay Versus Performance
| Year | 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(4) | Value of Initial Fixed $100 Investment Based On: | | Net Loss (thousands)(7) | Stock Price(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,263,038 | $7,562,818 | $2,409,975 | $2,362,737 | $433 | $119 | $(97,217) | $22.51 | | 2022 | $1,114,998 | $361,355 | $1,240,460 | $874,752 | $568 | $114 | $(76,246) | $29.54 | | 2021 | $1,741,120 | $8,938,255 | $671,837 | $2,636,522 | $840 | $126 | $(32,385) | $43.70 | | 2020 | $936,120 | $1,282,944 | $298,466 | $444,819 | $131 | $126 | $(6,334) | $6.82 |
Pay Versus Performance
(1)Summary Compensation Table Total for PEO: The dollar amounts reported in column (b) are the amounts of total compensation reported for our Mr. Barbier, our President & Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table. (2)Compensation Actually Paid to PEO: The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Barbier, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Barbier during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Barbier’s total compensation to determine the compensation actually paid:
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2023 | $6,263,038 | $(5,065,650) | $6,365,430 | $7,562,818 |
Pay Versus Performance
| (a) The grant date fair value of equity awards represents the total of any amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table. |
Pay Versus Performance
| (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: |
Pay Versus Performance
(i) the year-end fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
| Year | (i)Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | (ii)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (iii)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v)Fair Value at the end of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Equity Award Adjustments | | 2023 | $6,161,791 | $- | $349,858 | $(146,220) | $- | $6,365,430 |
Pay Versus Performance
(3)Average Summary Compensation Table Total for Non-PEO NEOs: The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Barbier who has served as our President and CEO during all years presented) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Barbier) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mssrs. Cook and Schoen, and Dr. Kupiec; (ii) for 2022, Mssrs. Cook and Schoen, and Drs. Friedmann and Kupiec; (iii) for 2021, Mr. Schoen and Drs. Friedmann and Kupiec; and (iv) for 2020, Mr. Schoen and Dr. Friedmann. Dr. Nadav Friedmann was a Director and our Chief Medical Officer who passed away in December 2022 following a brief journey with cancer. (4) Average Compensation Actually Paid to Non-PEO NEOs: The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Barbier), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Barbier) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Barbier) to determine the compensation actually paid, using the same methodology described above in Note 2:
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $2,409,975 | $(1,969,975) | $1,922,737 | $2,362,737 |
Pay Versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| Year | (i)Average Year End Fair Value of Equity Awards Granted in the Year | (ii)Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (iii)Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv)Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v)Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Total Average Equity Award Adjustments | | 2023 | $1,969,975 | $(145,655) | $136,056 | $(37,639) | $- | $1,922,737 |
Pay Versus Performance
(5) Total Shareholder Return: Cumulative TSR is calculated based upon a fixed investment of $100 on the last trading day of calendar 2019 through and including the last trading day of calendar 2023. Pursuant to applicable Securities and Exchange Commission rules, all values assume reinvestment of the full amount of all dividends, however no cash dividends have been declared on our Common Stock to date. The stockholder returns shown on the graph below are based on historical results and are not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns. (6) Peer Group Total Shareholder Return: Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NASDAQ Biotechnology Index. (7)Net Loss: The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. (8) Company-Selected Measure: “Stock Price” means the closing price for one share of the Company’s Common Stock on the last trading day of the year. The Company has determined that Stock Price is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company as it is indicative of the stock market participants’ assessment of Company progress towards its goal of monetization of its product candidates. Thus, while difficult to assess for a clinical stage Company, Stock Price best links compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes various performance measures to align executive compensation with Company performance, few of those Company measures are presented in the Pay versus Performance table as progress of clinical development of our product candidates is non-financial in nature. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR The amount of compensation actually paid to Mr. Barbier and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Barbier) is aligned with the Company’s cumulative TSR over the four years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Barbier and to the other NEOs is comprised of equity awards. Compensation Actually Paid and Net Loss The amount of compensation actually paid to Mr. Barbier and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Barbier) is generally not aligned with the Company’s net loss over the four years presented in the table. In general, companies seek to generate net income rather than a net loss. However, for a clinical stage company such as Cassava, an increasing net loss may be linked to and indicative of progress in clinical trials, which are larger and more expensive in later stages trials. Compensation Actually Paid and Stock Price The amount of compensation actually paid to Mr. Barbier and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Barbier) is generally aligned with the Stock Price over the four years presented in the table. Stock Price may be indicative of the stock market participants’ assessment of Company progress towards its goal of monetization of its product candidates. Thus, while difficult to assess for a clinical stage Company, Stock Price best links compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the following graph, the Company’s cumulative TSR over the four-year period presented in the table was 333%, while the cumulative TSR of the peer group presented for this purpose, the NASDAQ Biotechnology Index, was 19% over the four years presented in the table. The Company’s cumulative TSR consistently outperformed the NASDAQ Biotechnology Index during the four years presented in the table, representing the Company’s progress towards it goals as measured by market participants as compared to the companies comprising the NASDAQ Biotechnology Index peer group. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Compensation Discussion and Analysis.”
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control
Director Compensation
Director Compensation The following table sets forth all director compensation for 2023 for all directors who are not named executive officers.
Director Compensation
| Name | Fees earned or paid in cash($)(1) | Option Awards ($)(2) | Total ($) | | Robert Anderson, Jr. | 2,500 | 471,998 | 474,498 | | Richard J. Barry | 7,500 | 538,655 | 546,155 | | Pierre Gravier | 2,500 | 471,998 | 474,498 | | Robert C. Gussin, Ph.D. | 7,500 | 538,655 | 546,155 | | Claude Nicaise, M.D. | 2,500 | 471,998 | 474,498 | | Michael J. O'Donnell, Esq. | 7,500 | 430,924 | 438,424 | | Sanford R. Robertson | 7,500 | 538,655 | 546,155 | | Patrick J. Scannon, M.D., Ph.D. | 7,500 | 430,924 | 438,424 |
Director Compensation
| (1) Non-employee directors are each eligible for a $10,000 annual cash retainer, payable in arrears for each 12-month period of service. | | (2) Assumptions used in calculating the value of option awards are described in Notes 2 and 7 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023, incorporated herein by reference. The amounts reported for option awards are based on the aggregate grant date fair value computed in accordance with ASC Topic 718. |
Director Compensation
Each non-employee director is eligible to receive compensation for service consisting of annual cash retainers and equity awards under our Non-employee Director Compensation Program, which was adopted by our Board of Directors in March 2023 and became effective upon approval by stockholder vote at our 2023 Annual Meeting of Stockholders on May 4, 2023. We believe highly qualified directors are critical to the Company’s success. In order to attract, motivate, retain and reward non-employee directors to the Company’s Board of Directors, we believe that our forward-looking compensation program for non-employee directors is in the best interests of the Company and its stockholders. In January 2023, the Company engaged Pearl Meyer, a national compensation consulting firm, to advise the Nominating & Governance Committee of the Company’s Board of Directors regarding the amount and type of compensation to be paid to non-employee directors pursuant to the Non-employee Director Compensation Program, including a review of comparative data from a peer group of fifteen (15) publicly traded pre-commercial biotechnology companies having a market capitalization ranging from approximately $500 million to $2 billion. The Company’s market capitalization was approximately at the 55th percentile of this peer group of companies at the time it was established. The peer group consists of the following companies:
Director Compensation
| Alector, Inc. | Avidity Biosciences, Inc. | Prometheus Biosciences, Inc. | | AlloVir, Inc. | Bicycle Therapeutics plc | Prothena Corporation plc | | Amylyx Pharmaceuticals, Inc. | Denali Therapeutics Inc. | Reata Pharmaceuticals, Inc. | | Annexon, Inc. | Geron Corporation | Vaxxinity, Inc. | | Atea Pharmaceuticals, Inc. | Inhibrx, Inc. | Vor Biopharma Inc. |
Director Compensation
The Nominating & Governance Committee, supported by an analysis performed by Pearl Meyer, then conducted a review and assessment of compensation payable to non-employee directors pursuant to the Non-employee Director Compensation Program and recommended to the Company’s Board of Directors that it adopt the Non-employee Director Compensation Program. The Board of Directors then reviewed the recommendation of the Nominating & Governance Committee and adopted the Non-employee Director Compensation Program effective on May 4, 2023 following stockholder approval at the 2023 Annual Meeting of Stockholders. Based on Pearl Meyer’s analysis of this peer group (i) annual cash and initial equity compensation (assuming service on two standing Board committees) per non-employee director approximates the 70th percentile of the peer group for total initial year compensation per average director and (ii) annual cash and annual equity compensation (assuming service on two standing Board committees) per non-employee director approximates the 55th percentile of the peer group for total annual compensation per average director. These percentiles are subject to change during the term of the Non-employee Director Compensation Program based on changes to (i) the Company’s stock price and other valuation assumptions used to derive these percentiles and (ii) the compensation practices of this peer group.
Non-employee Director Compensation Program
Non-employee Director Compensation Program The Non-employee Director Compensation Program provides for a $10,000 annual cash retainer, payable in arrears to each non-employee director of the Company’s Board of Directors for each 12-month period of service during the 36-month period following the May 2023 stockholder approval, pro-rated for partial periods of service based on the number of quarters in which the non-employee director provides at least one day of service. The Non-employee Director Compensation Program also provides for the following automatic grants of stock options to the non-employee members of the Company’s Board of Directors:
Non-employee Director Compensation Program
| ● | An initial nonqualified stock option grant on the date of the 2023 Annual Meeting of Stockholders for the right to purchase 20,000 shares of the Company’s Common Stock, vesting monthly over 36 months; |
Non-employee Director Compensation Program
| ● | An annual nonqualified stock option grant on the date this Annual Meeting and of the Company’s annual meeting of stockholders in 2025 for the right to purchase 10,000 shares of the Company’s Common Stock, vesting monthly over 12 months; and |
Non-employee Director Compensation Program
| ● | An additional nonqualified stock option grant on the date of this Annual Meeting (and on the date of the Company’s annual meeting of stockholders in 2025) for the right to purchase 2,500 shares of the Company’s Common Stock for service on one standing committee of the Board of Directors or 5,000 shares of the Company’s Common Stock for service on two or more standing committees of the Board of Directors, vesting monthly over 12 months. |
Non-employee Director Compensation Program
Newly appointed or elected members of the Board of Directors qualify to receive a nonqualified stock option grant for the right to purchase 20,000 shares of the Company’s Common Stock, vesting monthly over 36 months, and thereafter receive benefits in the same manner as other non-employee directors under the Non-employee Director Compensation Program. All stock options are granted pursuant to the Company’s 2018 Omnibus Incentive Plan. Stock options have an exercise price per share equal to the fair market value of a share of the Company’s Common Stock at the time of grant and will have a maximum ten-year term.
Indemnification of Directors and Officers
Indemnification of Directors and Officers The Company has entered into indemnification agreements with each of our directors and officers, which require the Company to indemnify its directors and officers to the fullest extent permitted by Delaware law.