DEF 14A of Monopar Therapeutics
Filed Apr 30, 2025 · FY20240001437749-25-013824
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, 2024
Director Compensation for the Year Ended December 31, 2024 The following table sets forth the compensation of our non-employee directors during the year ended December 31, 2024.
Director Compensation for the Year Ended December 31, 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) (1) | Total ($) | | Christopher M. Starr, Ph.D. | 80,000 | - | - | 120,000 | 200,000 | | Michael J. Brown | 62,000 | - | - | - | 62,000 | | Raymond W. Anderson | 72,500 | - | - | - | 72,500 | | Arthur J. Klausner | 64,500 | - | - | - | 64,500 | | Kim R. Tsuchimoto (2) | 20,000 | - | - | - | 20,000 |
Director Compensation for the Year Ended December 31, 2024
| (1) Commencing January 1, 2022, Dr. Starr executed a consulting agreement to provide us with advisory services in the areas of clinical development, regulatory strategy and manufacturing based upon his expertise in those areas at $10,000 per month. The agreement renews annually unless terminated by either party. | | (2) Ms. Tsuchimoto commenced earning non-employee director fees on July 1, 2024, subsequent to her retirement as our CFO on June 30, 2024. |
Director Compensation for the Year Ended December 31, 2024
As of December 31, 2024, our non-employee directors held the following number of stock options, all of which were fully vested:
Director Compensation for the Year Ended December 31, 2024
| Name | Aggregate Number of Shared Subject to Stock Awards | Aggregate Number of Shares Subject to Stock Options | | Christopher M. Starr, Ph.D. | - | 46,651 | | Michael J. Brown | - | 17,256 | | Raymond W. Anderson | - | 17,256 | | Arthur J. Klausner | - | 17,256 | | Kim R. Tsuchimoto | - | 43,893 |
Director Compensation for the Year Ended December 31, 2024
There were no unvested restricted stock units as of December 31, 2024. The table below reflects the non-equity fee schedule for non-employee directors for 2024. Long-term equity compensation is determined annually utilizing the Black- Scholes valuation model along with review of peer group companies.
Director Compensation for the Year Ended December 31, 2024
| Position | 2024 Annual Fees ($)* | | Board Member | | | Non-Employee Board Member Base Fee | 40,000 | | Additional Fee for Executive Chairman of the Board | 40,000 | | Committees (fees are in addition to the Non-Employee Board Member Base 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 (CG&N) Committee | | | CG&N Committee Chair | 7,500 | | CG&N Committee Member | 5,000 |
Director Compensation for the Year Ended December 31, 2024
*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, 2024 and 2023, 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 ($) (1) | Stock Awards ($) (2)(3) | Option Awards ($) (2)(3) | Non-Equity Incentive Plan ($) (4) | All Other Compensation ($) (5) | Total ($) | | Chandler D. Robinson, MD | 2024 | 603,200 | 300,000 | - | - | 241,280 | - | 1,144,480 | | Chief Executive Officer and Director | 2023 | 580,000 | - | 534,087 | 534,080 | 130,500 | - | 1,778,667 | | Karthik Radhakrishnan (6) | 2024 | 192,400 | - | - | 73,888 | - | 53,872 | 320,160 | | Former Chief Financial Officer, Secretary, and Treasurer | 2023 | - | - | - | - | - | - | - | | Andrew Cittadine | 2024 | 384,800 | 50,000 | - | 12,252 | 107,744 | - | 554,796 | | Chief Operating Officer | 2023 | 360,000 | - | 247,223 | 247,238 | 56,700 | - | 911,161 |
Summary Compensation Table
| (1) The amounts reported for 2024 represent discretionary cash bonuses paid by the Company based on our named executive officers’ performance during such fiscal year. |
Summary Compensation Table
| (2) The amounts in these columns represent the aggregate grant date fair value of restricted stock units (“RSUs”) 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 2 to our consolidated financial statements in our Annual Report on Form 10-K. |
Summary Compensation Table
| (3) In 2024, Mr. Radhakrishnan and Mr. Cittadine were granted stock options to purchase up to 25,000 and 5,001 shares of our common stock, respectively, at an exercise price of $3.71 and $3.07 per share, respectively, as discussed below in the section “Outstanding Equity Awards at December 31, 2024.” Based upon the Black-Scholes valuation model for stock option compensation expense, the value of Mr. Radhakrishnan’s and Mr. Cittadine’s stock options was $73,888 and $12,252, respectively. For Mr. Radhakrishna, the stock options vested 6/48ths on December 31, 2024, and 1/48th per month thereafter. For Mr. Cittadine, the stock options vested 6/48ths on November 21, 2024, and 1/48th per month thereafter. In 2023, Dr. Robinson and Mr. Cittadine were granted stock options to purchase up to 44,368 and 20,539 shares of our common stock, respectively, at an exercise price of $15.80 per share, as discussed below in the section “Outstanding Equity Awards at December 31, 2024.” Based upon the Black-Scholes valuation model for stock option compensation expense, the value of Dr. Robinson’s and Mr. Cittadine’s stock options was $534,080 and $247,238, respectively. The stock options vested 6/48ths on June 30, 2023, and 1/48th per month thereafter. In 2023, Dr. Robinson and Mr. Cittadine were granted 33,803 and 15,647 RSUs, respectively, 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 and Mr. Cittadine’s restricted stock units was $534,087 and $247,223, respectively. |
Summary Compensation Table
| (4) In 2024 and 2023, Non-equity Incentive Plan represents payments based on partial fulfillment of pre-set 2024 and 2023 corporate goals, respectively. | | (5) In February 2025, the Board awarded Mr. Radhakrishnan a cash payment of $53,872 in connection with his termination as Chief Financial Officer. | | (6) Mr. Radhakrishnan commenced employment on July 1, 2024. |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table sets forth outstanding stock option awards held by named executive officers as of December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) (9) | | Chandler D. Robinson, M.D., | 22,184(3) | 22,184(3) | $15.80 | February 1, 2033 | | | | Chief Executive Officer and Director | 31,653(4) | 10,551(4) | $14.00 | February 2, 2032 | | | | | 14,001(5) | -(5) | $34.05 | January 26, 2031 | | | | | 14,001(6) | -(6) | $71.75 | January 31, 2030 | | | | | 29,100(7) | -(7) | $30.00 | August 9, 2028 | | | | | 16,800(8) | -(8) | $0.005 | February 20, 2027 | | | | | | | | | 24,877 | 547,294 | | Karthik Radhakrishnan, | 3,125(1) | 21,875(1) | $3.71 | July 1, 2034 | | | | Former Chief Financial Officer, Secretary and Treasurer | | | | | | | | | | | | | - | - | | Andrew J. Cittadine | 730(2) | 4,271(2) | $3.07 | May 22, 2034 | | | | Chief Operating Officer | 10,269(3) | 10,270(3) | $15.80 | February 1, 2033 | | | | | 12,750(4) | 4,251(4) | $14.00 | February 2, 2032 | | | | | 5,250(10) | 750(10) | $29.45 | June 30, 2031 | | | | | 12,543(11) | 1,458(11) | $28.80 | June 1, 2031 | | | | | | | | | 11,073 | 243,606 |
Outstanding Equity Awards at December 31, 2024
| (1) Mr. Radhakrishnan was granted stock option awards on July 1, 2024, which commenced vesting on July 1, 2024, and vested 6/48ths on the six-month anniversary of vesting commencement date (December 31, 2024) and vested 1/48th per month thereafter until he left the Company in February 2025. |
Outstanding Equity Awards at December 31, 2024
| (2) Mr. Cittadine was granted stock option awards on May 22, 2024, which commenced vesting on May 22, 2024, and vested 6/48ths on the six-month anniversary of vesting commencement date (November 21, 2024) and vested 1/48th per month thereafter. |
Outstanding Equity Awards at December 31, 2024
| (3) Dr. Robinson 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, 2024
| (4) Dr. Robinson 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, 2024
| (5) Dr. Robinson was 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, 2024
| (6) Dr. Robinson was granted stock option awards on January 31, 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, 2024
| (7) Dr. Robinson was granted stock option awards on August 9, 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, 2024
| (8) Dr. Robinson was 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, 2024
| (9) The value of RSUs shown in the table that have not yet vested was calculated using $22.00, the closing price of our common stock on December 31, 2024. |
Outstanding Equity Awards at December 31, 2024
In 2023, Dr. Robinson and Mr. Cittadine were granted 33,803 and 15,647 RSUs which vested 6/48ths on June 30, 2023, and 3/48ths per quarter thereafter. In 2022, Dr. Robinson and Mr. Cittadine were granted 31,905 and 13,000 RSUs which vested 6/48ths on June 30, 2022, and 3/48ths per quarter thereafter.
Outstanding Equity Awards at December 31, 2024
| (10) 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, 2024
| (11) 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 healthcare 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 healthcare 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 healthcare 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 healthcare 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 0.75 times his base salary plus target annual bonus for the year in which the termination occurs, (2) payment of or reimbursement for healthcare 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 healthcare payment or reimbursement for a period of three months. Prior to his termination effective as of February 28, 2025, Mr. Radhakrishnan’s employment agreement included similar provisions for payments upon termination as those of Mr. Cittadine’s. His termination triggered 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, 2024.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation During the year ended December 31, 2024, 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.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
| | Summary Compensation Table (“SCT”) Total for Principal Executive Officer (“PEO”) (1) | Compensation Actually Paid (“CAP”) to PEO (2) | Average SCT Total for Non-PEO NEOs (3) | CAP for Non-PEO NEOs (4) | Value of Fixed $100 Investment Based on Total Shareholder Return (“TSR”) | Net Income (Loss) (in thousands) | | 2024 | $1,144,480 | $2,356,913 | $437,478 | $1,440,152 | $185.65 | $(15,586) | | 2023 | $1,778,667 | $(166,177) | $879,812 | $13,507 | $14.35 | $(8,402) |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported represent the amount of total compensation reported for our Chief Executive Officer Chandler D. Robinson for each corresponding covered fiscal year in the “Total” column of the Summary Compensation Table. | | (2) The CAP to our PEO in the table below reflects the adjustments required by applicable SEC rules from total compensation reported in the SCT. | | (3) The dollar amounts reported represent the average of the amounts of total compensation reported for our NEOs as a group (excluding our PEO) for each covered fiscal year in the “Total” column of the SCT. The NEOs (excluding our PEO) for fiscal year 2024 are Karthik Radhakrishnan from July 1, 2024, through December 31, 2024, and Andrew Cittadine and for fiscal year 2023 are Kim R, Tsuchimoto and Andrew Cittadine. | | (4) The CAP to our NEOs on average in the table below reflects the adjustments required by applicable SEC rules from total compensation reported in the SCT. |
PAY VERSUS PERFORMANCE
| | 2024 | | 2023 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total compensation in SCT | 1,144,480 | 437,478 | 1,778,667 | 879,812 | | Subtract grant date fair value of awards granted during covered year and shown in SCT | - | (43,070) | (1,068,167) | (494,461) | | Add the fair value as of the end of the covered year of all awards granted during the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | - | 229,272 | 86,418 | 40,003 | | Add the amount equal to the change as of the end of the covered year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that were outstanding and unvested as of the end of the covered year | 1,036,489 | 248,198 | (400,876) | (191,639) | | Add, for awards that are granted and vest in the same covered year, the fair value as of the vesting date | - | 33,486 | 57,268 | 26,510 | | Add the amount equal to the change as of the vesting date (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the covered year | 260,850 | 53,751 | (151,818) | (48,989) | | Subtract, for any awards granted in any prior year that fail to meet the applicable vesting conditions during the covered year, the amount equal to the fair value at the end of the prior fiscal year | (84,907) | (20,300) | (467,669) | (197,729) | | Total Adjustment | $1,212,433 | $501,337 | (1,944,844) | (866,305) |
Compensation Actually Paid versus Company Net Income
Compensation Actually Paid versus Company Net Income As shown in the chart above, the Company’s net loss in 2024 was $15.6 million and the PEO CAP was $2.4 million. The 2024 non-PEO CAP was $1.4 million. The Company’s net loss in 2023 was $8.4 million and the PEO CAP was $(0.2) million. The 2023 non-PEO CAP was $0.01 million. The Company does not use net income/loss as a primary metric to determine compensation levels or incentive plan payout.