DEF 14A of Monopar Therapeutics
Filed Jul 22, 2024 · FY20230001437749-24-023123
1000 Skokie Blvd., Suite 350 ● Wilmette, IL ● 60091
| BOARD OF DIRECTORS | 23 | | Board Leadership Structure and Oversight | 23 | | Director Compensation for the Year Ended December 31, 2023 | 23 | | Code of Business Conduct and Ethics | 24 | | EXECUTIVE OFFICERS | 24 | | EXECUTIVE COMPENSATION | 25 | | Summary Compensation Table | 25 | | Outstanding Equity Awards at December 31, 2023 | 26 | | Potential Payments upon Termination or Change in Control | 27 | | Pension Benefits | 27 | | 401(k) Plan | 27 | | Nonqualified Deferred Compensation | 27 | | Hedging Policy | 27 | | CERTAIN RELATIONSHIPS AND RELATED-PERSON TRANSACTIONS | 28 | | Relationships and Related-Person Transactions | 28 | | Registration Rights | 28 | | Procedures for Related-Person Transactions | 28 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 | | OTHER BUSINESS | 30 | | SECURITY HOLDER COMMUNICATIONS TO THE BOARD OF DIRECTORS | 30 | | STOCKHOLDER PROPOSALS | 30 | | DELIVERY OF PROXY STATEMENT | 30 | | ANNEX A : CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 31 | | ANNEX B: MONOPAR THERAPEUTICS INC. 2016 STOCK INCENTIVE PLAN | 32 |
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Compensation Committee
| ● | to review and make recommendations to our Board with respect to non-employee director compensation including Board and committee fees and equity compensation; and |
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Director Compensation for the Year Ended December 31, 2023
Director Compensation for the Year Ended December 31, 2023 The following table sets forth the compensation of our non-employee directors during the year ended December 31, 2023.
Director Compensation for the Year Ended December 31, 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Christopher M. Starr, Ph.D. | 80,000 | 32,020 | 32,021 | 120,000 | 264,041 | | Michael J. Brown | 62,000 | 32,020 | 32,021 | 0 | 126,041 | | Raymond W. Anderson | 72,500 | 32,020 | 32,021 | 0 | 136,541 | | Arthur J. Klausner | 64,500 | 32,020 | 32,021 | 0 | 128,541 |
Director Compensation for the Year Ended December 31, 2023
| (1) The amounts in this column represent the aggregate grant date fair value of stock-based awards granted during the year ended December 31, 2023, to the non-employee directors, computed in accordance with FASB ASC Topic 718. The fair value of restricted stock units is based upon the closing price on the date of grant. For a discussion of valuation assumptions, see Note 5 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
Director Compensation for the Year Ended December 31, 2023
| (2) The amounts in this column represent the aggregate grant date fair value of option awards granted during the year ended December 31, 2023, to the non-employee directors, computed in accordance with FASB ASC Topic 718. The fair value of stock options is estimated on the date of grant using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 5 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. |
Director Compensation for the Year Ended December 31, 2023
| (3) Commencing on January 1, 2022, Dr. Starr executed a consulting agreement to provide to us advisory services in the areas of clinical development, regulatory strategy and manufacturing based upon his expertise in those areas at $10,000 per month. The agreement renews annually unless terminated by either party. |
Director Compensation for the Year Ended December 31, 2023
As of December 31, 2023, our non-employee directors held the following number of stock options, all of which were fully vested:
Director Compensation for the Year Ended December 31, 2023
| Name | Aggregate Number of Shared Subject to Stock Awards | Aggregate Number of Shares Subject to Stock Options | | Christopher M. Starr, Ph.D. | - | 233,247 | | Michael J. Brown | - | 86,271 | | Raymond W. Anderson | - | 86,271 | | Arthur J. Klausner | - | 86,271 |
Director Compensation for the Year Ended December 31, 2023
There were no unvested restricted stock units as of December 31, 2023. The table below reflects the non-equity fee schedule for non-employee directors for 2023. Long-term equity compensation is determined annually utilizing the Black- Scholes valuation model along with review of peer group companies.
Director Compensation for the Year Ended December 31, 2023
| Position | 2023 Annual Fees ($)* | | Board Member | | | Independent Board Member Base Fee | 40,000 | | Additional Fee for Executive Chairman of the Board | 40,000 | | Committees | | | Committee fees are in addition to the base Board Member Fee | | | Audit Committee | | | Audit Committee Chair | 15,000 | | Audit Committee Member | 10,000 | | Compensation Committee | | | Compensation Committee Chair | 12,500 | | Compensation Committee Member | 7,000 | | Corporate Governance and Nomination Committee (CG&N) | | | CG&N Committee Chair | 7,500 | | CG&N Committee Member | 5,000 |
Director Compensation for the Year Ended December 31, 2023
*Paid quarterly in arrears.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation earned during the years ended December 31, 2023 and 2022 for our named executive officers, which include our Chief Executive Officer and the two highest compensated executive officers whose compensation exceeded $100,000 during our last fiscal year.
Summary Compensation Table
| Name and Positions | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1)(2) | Option Awards ($) (1)(2) | Non-Equity Incentive Plan ($) (3) | All Other Compensation (4) | Total ($) | | Chandler D. Robinson, MD | 2023 | 580,000 | - | 534,078 | 534,077 | 130,500 | - | 1,778,655 | | Chief Executive Officer and Director | 2022 | 550,000 | - | 446,662 | 446,662 | 158,125 | - | 1,601,448 | | Kim R. Tsuchimoto | 2023 | 300,000 | - | 247,219 | 247,221 | 54,000 | - | 848,441 | | Former Chief Financial Officer, Secretary, and Treasurer and Director | 2022 | 285,000 | - | 172,290 | 172,289 | 65,550 | - | 695,128 | | Andrew Cittadine | 2023 | 360,000 | - | 247,219 | 247,221 | 56,700 | - | 911,141 | | Chief Operating Officer | 2022 | 325,000 | - | 182,000 | 179,920 | 65,406 | - | 752,326 |
Summary Compensation Table
| (1) The amounts in these columns represent the aggregate grant date fair value of restricted stock units and stock options awarded, respectively, during the applicable year to the named executive officers, computed in accordance with FASB ASC Topic 718. The fair value of restricted stock units reflected in the Stock Awards column is based upon the closing price on the date of grant. The fair value of stock options in the Option Awards column is estimated on the date of grant using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 5 to our consolidated financial statements included in this Annual Report on Form 10-K. |
Summary Compensation Table
| (2) In 2023, Dr. Robinson, Ms. Tsuchimoto and Mr. Cittadine were granted stock options to purchase up to 221,839, 102,688 and 102,688 shares of our common stock, respectively, at an exercise price of $3.16 per share, as discussed below in the section “Outstanding Equity Awards at Fiscal Year End”. Based upon the Black-Scholes valuation model for stock option compensation expense, the value of Dr. Robinson’s, Ms. Tsuchimoto’s and Mr. Cittadine’s stock options was $534,077, $247,221 and $247,221, respectively. The stock options vested 6/48ths on June 30, 2023, and 1/48th per month thereafter. |
Summary Compensation Table
In 2023, Dr. Robinson, Ms. Tsuchimoto and Mr. Cittadine were granted 169,012, 78,234 and 78,234 restricted stock units which vested 6/48ths on June 30, 2023, and 3/48ths per quarter thereafter. Based upon the closing price on the date of grant, the value of Dr. Robinson’s, Ms. Tsuchimoto’s and Mr. Cittadine’s restricted stock units was $534,078, $247,219, and $247,219, respectively. In 2022, Dr. Robinson, Ms. Tsuchimoto and Mr. Cittadine were granted stock options to purchase up to 211,018, 81,395 and 85,000 shares of our common stock, respectively, at an exercise price of $2.80 per share, as discussed below in the section “Outstanding Equity Awards at Fiscal Year End”. Based upon the Black-Scholes valuation model for stock option compensation expense, the value of Dr. Robinson’s, Ms. Tsuchimoto’s and Mr. Cittadine’s stock options was $446,662, $172,289 and $179,920, respectively. The stock options vested 6/48ths on June 30, 2022, and 1/48th per month thereafter. In 2022, Dr. Robinson, Ms. Tsuchimoto and Mr. Cittadine were granted 159,522, 61,532 and 65,000 restricted stock units which vested 6/48ths on June 30, 2022, and 3/48ths per quarter thereafter. Based upon the closing price on the date of grant, the value of Dr. Robinson’s, Ms. Tsuchimoto’s and Mr. Cittadine’s restricted stock units was $446,662, $172,290, and $182,000, respectively.
Summary Compensation Table
| (3) In 2023 and 2022, Non-equity Incentive Plan represents payments based on partial fulfillment of pre-set 2023 and 2022 corporate goals, respectively. |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table sets forth outstanding stock option awards held by named executive officers as of December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(8) | | Chandler D. Robinson, M.D., | 55,460(1) | 166,379(1) | $3.16 | February 1, 2033 | | | | Chief Executive Officer and Director | 105,509(2) | 105,509(2) | $2.80 | February 2, 2032 | | | | | 52,500(3) | 17,500(3) | $6.81 | January 26, 2031 | | | | | 70,000(4) | -(4) | $14.35 | February 11, 2030 | | | | | 145,500(5) | -(5) | $6.00 | August 27, 2028 | | | | | 84,000(6) | -(6) | $0.001 | February 19, 2027 | | | | | 84,000(7) | -(7) | $0.001 | April 3, 2026 | | | | | | | | | 229,009 | 77,909 | | Kim R. Tsuchimoto, | 25,672(1) | 77,016(1) | $3.16 | February 1, 2033 | | | | Former Chief Financial Officer, Secretary and Treasurer | 40,698(2) | 40,697(2) | $2.80 | February 2, 2032 | | | | | 20,570(3) | 6,857(3) | $6.81 | January 26, 2031 | | | | | 20,455(4) | -(4) | $14.35 | February 11, 2030 | | | | | 41,100(5) | -(5) | $6.00 | August 27, 2028 | | | | | 23,520(6) | -(6) | $0.001 | February 19, 2027 | | | | | 21,000(7) | -(7) | $0.001 | April 3, 2026 | | | | | | | | | 95,556 | 32,508 | | Andrew J. Cittadine, | 25,672(1) | 77,016(1) | $3.16 | February 1, 2033 | | | | Chief Operating Officer | 42,500(2) | 42,500(2) | $2.80 | February 2, 2032 | | | | | 18,750(9) | 11,250(9) | $5.89 | June 30, 2031 | | | | | 45,208(10) | 24,792(10) | $5.76 | June 1, 2031 | | | | | | | | | 91,175 | 31,108 |
Outstanding Equity Awards at December 31, 2023
| (1) Dr. Robinson, Ms. Tsuchimoto and Mr. Cittadine were granted stock option awards on February 1, 2023, which commenced vesting on January 1, 2023, and vested 6/48ths on the six-month anniversary of vesting commencement date (June 30, 2023) and vested 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2023
| (2) Dr. Robinson, Ms. Tsuchimoto and Mr. Cittadine were granted stock option awards on February 2, 2022, which commenced vesting on January 1, 2022, and vested 6/48ths on the six-month anniversary of vesting commencement date (June 30, 2022) and vested 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2023
| (3) Dr. Robinson and Ms. Tsuchimoto were granted stock option awards on January 26, 2021, which commenced vesting on January 1, 2021, and vested 6/48ths on the six- month anniversary of vesting commencement date (June 30, 2021) and vested 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2023
| (4) Dr. Robinson and Ms. Tsuchimoto were granted stock option awards on February 11, 2020, which commenced vesting on January 1, 2020, and vested 6/48ths on the six- month anniversary of vesting commencement date (June 30, 2020) and vested 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2023
| (5) Dr. Robinson and Ms. Tsuchimoto were granted stock option awards on August 28, 2018, which commenced vesting on October 1, 2018, and vested 6/51 on the six-month anniversary of vesting commencement date (March 31, 2019) and vested 1/51 per month thereafter. |
Outstanding Equity Awards at December 31, 2023
| (6) Dr. Robinson and Ms. Tsuchimoto were granted stock option awards on February 20, 2017, which vested 6/48ths on the six-month anniversary of grant date (August 20, 2017) and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2023
| (7) Dr. Robinson and Ms. Tsuchimoto were granted stock option awards on April 4, 2016, which vested 50% on the grant date (April 4, 2016), 25% on the six-month anniversary of the grant date (October 4, 2016) and 25% on the one-year anniversary of the grant date (April 3, 2017). |
Outstanding Equity Awards at December 31, 2023
| (8) The value of RSUs shown in the table that have not yet vested was calculated using $0.3402, the closing price of our common stock on December 31, 2023. |
Outstanding Equity Awards at December 31, 2023
In 2023, Dr. Robinson, Ms. Tsuchimoto and Mr. Cittadine were granted 169,012, 78,234 and 78,234 restricted stock units which vested 6/48ths on June 30, 2023, and 3/48ths per quarter thereafter. In 2022, Dr. Robinson, Ms. Tsuchimoto and Mr. Cittadine were granted 159,522, 61,532 and 65,000 restricted stock units which vested 6/48ths on June 30, 2022, and 3/48ths per quarter thereafter. In 2021, Dr. Robinson and Ms. Tsuchimoto were granted 63,060 and 19,536 restricted stock units which vested 6/48ths on June 30, 2021, and 3/48ths per quarter thereafter. In 2020, Dr. Robinson and Ms. Tsuchimoto were granted 26,895 and 4,923 restricted stock units which vest 25% on January 1, 2021, January 1, 2022, January 1, 2023 and January 1, 2024
Outstanding Equity Awards at December 31, 2023
| (9) Mr. Cittadine was granted stock option awards on June 30, 2021, which vested 6/48ths on the six-month anniversary of employment commencement (November 30, 2021) and 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2023
| (10) Mr. Cittadine was granted stock option awards on June 1, 2021, which vested 6/48ths on the six-month anniversary of grant date (November 30, 2021) and 1/48th per month thereafter. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Each of Dr. Robinson’s and Mr. Cittadine’s employment agreements provides that upon execution and effectiveness of a release of claims, Dr. Robinson and Mr. Cittadine will be entitled to severance payments if their employment with us terminates under certain circumstances. If we terminate their employment without “cause,” or if Dr. Robinson resigns for “good reason,” in each case absent a “change in control,” Dr. Robinson would receive, (1) base salary continuation for 12 months, (2) any vested equity awards will continue to be exercisable for 12 months, and (3) payment of or reimbursement for COBRA continuation coverage until the earlier of 12 months following termination or the date the executive becomes eligible for coverage under an employer’s plan. Mr. Cittadine would receive, (1) base salary continuation for 3 months, (2) any vested equity awards will continue to be exercisable for 6 months, and (3) payment of or reimbursement for COBRA continuation coverage until the earlier of 6 months following termination or the date the executive become eligible for coverage under an employer’s plan. If Dr. Robinson’s employment is terminated without cause or for good reason within 12 months following a change in control, he would be entitled to (1) a lump sum payment in an amount equal to 1.5 times his respective base salary plus target annual bonus for the year in which the termination occurs, (2) payment of or reimbursement for COBRA continuation coverage until the earlier of 18 months following termination or the date the executive becomes eligible for coverage under an employer’s plan and (3) full vesting acceleration of all outstanding equity awards. If Dr. Robinson’s employment is terminated because of death or permanent disability, we will be obligated to provide base salary continuation and COBRA payment or reimbursement for a period of three months. If Mr. Cittadine’s employment is terminated without cause or for good reason within 12 months following a change in control, he would be entitled to (1) a lump sum payment in an amount equal to .75 times his base salary plus target annual bonus for the year in which the termination occurs, (2) payment of or reimbursement for COBRA continuation coverage until the earlier of six months following termination or the date the executive becomes eligible for coverage under an employer’s plan and (3) full vesting acceleration of all outstanding equity awards. If Mr. Cittadine’s employment is terminated because of death or permanent disability, we will be obligated to provide base salary continuation and COBRA payment or reimbursement for a period of three months. Prior to her retirement effective as of June 30, 2024, Ms. Tsuchimoto’s employment agreement included similar provisions for payments upon termination. Her retirement did not trigger any such payments. Upon any termination of employment, Dr. Robinson and Mr. Cittadine are entitled to receive any accrued but unpaid base salary and any earned but unpaid annual bonus. The employment agreements with Dr. Robinson and Mr. Cittadine provide that, in the event that any payments the executives received in connection with a change in control of our Company are subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, such payments will be reduced to the greatest amount payable that would not result in no such tax owed, but only if it is determined that such reduction would cause the executive to be better off, on a net after- tax basis, than without such reduction and payment of the excise tax under Section 4999 of the Code.
Pension Benefits
Pension Benefits We do not have a defined benefit pension plan. Our named executive officers did not participate in, or otherwise receive any special benefits under, any pension or defined benefit retirement plan sponsored by us during the year ended December 31, 2023.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation During the year ended December 31, 2023, our named executive officers did not contribute to, or earn any amount with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.