DEF 14A of Gain Therapeutics, Inc.
Filed Apr 26, 2024 · FY20230001558370-24-005893
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board consists of eight directors. There are eight nominees for director this year: Matthias Alder, Dov Goldstein, Hans Peter Hasler, Khalid Islam, Gwen Melincoff, Claude Nicaise, Eric I. Richman and Jeffrey Riley. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is duly elected, and qualified, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is a director of the Company who was previously elected by the stockholders. Our Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, diversity and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the committee takes into account diversity (including gender, sexual preference, disability, age, ethnicity, business experience, functional expertise, stakeholder expectations, culture and geography) and other factors that it deems appropriate to maintain a balance of knowledge, experience and capability on the Board. The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or director nominee that led the committee to believe that that nominee should continue to serve on the Board. However, each of the members of the committee may have a variety of reasons why a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement:
INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
| Name | Age | Principal Occupation/ Position Held With the Company | | Matthias Alder | 59 | President, Chief Executive Officer and Director | | Khalid Islam, Ph.D. | 68 | Founder and Chairman of the Board of Directors | | Dov Goldstein, M.D. | 56 | Director | | Hans Peter Hasler | 68 | Director | | Gwen Melincoff | 72 | Director | | Claude Nicaise, M.D. | 71 | Director | | Eric I. Richman | 63 | Director, former Chief Executive Officer | | Jeffrey Riley | 61 | Director |
NOMINEES FOR ELECTION AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS
NOMINEES FOR ELECTION AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS Matthias Alder serves as President, Chief Executive Officer and Director of Gain Therapeutics. He joined the Company in 2021 as Chief Operating Officer with more than 25 years of transactional, operational, and business development experience in the pharmaceutical and biotechnology industries. From 2017 to 2021 , Mr. Alder was Chief Business Officer at Autolus Therapeutics, a biotechnology company focused on developing CAR T-cell therapies for hematological and solid tumors, where he led the corporate development, legal, IP and HR functions. Prior to joining Autolus, from 2014 to 2017, he served as EVP of Business Development & Licensing and General Counsel of Sucampo Pharmaceuticals. During his tenure there, Mr. Alder established a late-stage development pipeline in orphan and rare CNS and oncology indications through acquisitions and strategic alliances. Prior to 2014, he has also held executive management positions at Cytos Biotechnology AG as EVP Corporate Development and General Counsel, and Micromet, Inc. as SVP Administration and General Counsel and Secretary at the time of the acquisition of Micromet by Amgen Inc. in 2012. Earlier in his career, Matthias was a partner in the Life Sciences Transactions Practice at Cooley LLP and in-house counsel for Novartis’ pharmaceutical business. Matthias earned his LL.M. in Comparative Law from Miami University, his lic. Iur. from the University of Basel and is a member of the Virginia, California, New York and Zurich bar associations. Khalid Islam, Ph.D. cofounded our company in 2017 and has served as Chairman of our board of directors since 2017. Dr. Islam has over 30 years of experience in the biotechnology and pharmaceutical industries. He is currently the Chairman of the board of directors of Fennec Pharmaceuticals Inc. and Minoryx Therapeutics S.L. From 2009 to 2014, Dr. Islam also served as Chairman and Chief Executive Officer of Gentium S.p.A, where, under his leadership, Defitelio was granted marketing authorization and the company went from a $25 million valuation to a $1 billion all-cash merger with Jazz Pharmaceuticals plc. From 1999 to 2008, he served as President and Chief Executive Officer of Arpida AG, where he transitioned the early-stage startup to a SWX-listed company and raised $300 million between their initial public offering and follow-ons. From 1987 to 1999, Dr. Islam held various positions at HMR & MMD (now Sanofi-Aventis). Prior to HMR & MMD, he worked in academia at Imperial College, University of London and Milan University, where he was a contract professor. He has also previously served as a director of Immunomedics Inc., Karolinska Development, MolMed S.p.A., OxThera AB, Rheoscience AS, PCovery AS, Adenium AS and C10 Pharma AS. He is an advisor to Kurma Biofund (Paris) and Indaco Ventures (Milan). Dr. Islam is a graduate of Chelsea College and received his Ph.D. from Imperial College, University of London. Our board of directors believes that Dr. Islam is qualified to serve as a director based on his extensive science background and professional experience. Dov Goldstein, M.D. has served as a member of our Board of Directors since January 2021. Dr. Goldstein has over 20 years of experience in the financial management of various biotechnology and pharmaceutical companies. He currently serves as Chief Financial Officer of BioAge Labs, a privately held biotechnology company. From January 2020 to June 2021, he served as Chief Financial Officer and Business Officer of Indapta Therapeutics. Dr. Goldstein served as Chief Executive Officer at RIGImmune. At Aisling Capital, a private investment firm, he served as Managing Partner, from 2014 to 2019, Partner from 2009 to 2014 and Principal from 2006 to 2009. Dr. Goldstein served as Chief Financial Officer and director of Loxo Oncology, between July 2014 and January 2015 and as its acting Chief Financial Officer from January 2015 to May 2015. From 2000 to 2005, Dr. Goldstein served as Chief Financial Officer of Vicuron Pharmaceuticals, which was acquired by Pfizer in September 2005. Prior to joining Vicuron, Dr. Goldstein was Director of Venture Analysis at HealthCare Ventures. Dr. Goldstein completed an internship in the Department of Medicine at Columbia-Presbyterian Hospital. Dr. Goldstein serves as a director of NeuBase Therapeutics and Coya Therapeutics. He served as a director of ADMA Biologics, Cempra (acquired by Melinta Therapeutics), Durata Therapeutics, Esperion Therapeutics, and Loxo Oncology. Dr. Goldstein received a B.S. from Stanford University, an M.B.A. from Columbia Business School, and an M.D. from Yale School of Medicine. Our Board of Directors believes that Dr. Goldstein is qualified to serve as a director based on his extensive science background and professional experience. Hans Peter Hasler has served as a member of our Board of Directors since January 2021. Mr. Hasler has over 20 years of experience in the biotechnology and pharmaceutical industries. Mr. Hasler is the Founder and, until February 2020 served as Chief Executive Officer, of Vicarius Pharma AG, a privately held company that provides strategic options to non-European bio-pharma companies bringing late-stage assets to the European market. Mr. Hasler is Chairman of the Board of HBM Healthcare Investments AG in Switzerland, Director of the Board of Minerva Neuroscience Inc., Boston, nonexecutive Chairman of the Board of Shield Therapeutics PLC, London, and Chief Advisor of SBTech Advisory, a small asset scouting company located in Israel, Switzerland, and the USA. His prior experience includes Elan Corporation, where he was Chief Operating Officer, and Biogen, Inc., where his positions included Chief Operating Officer, Executive Vice President, Head of Global Neurology and International. Previously, Mr. Hasler was at Wyeth Pharmaceuticals as Senior Vice President, Chief Marketing Officer and Managing Director of Wyeth Group Germany and General Manager, WyethLederle Switzerland, Austria and ECE. Mr. Hasler holds a Federal Swiss Commercial Diploma and a Marketing Manager Certificate from the Swiss Institute of Business Economy SIB, Zurich, Switzerland. Our Board of Directors believes that Mr. Hasler is qualified to serve as a director based on his extensive science background and professional experience.
NOMINEES FOR ELECTION AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS
Gwen Melincoff has served as a member of our board of directors since January 2021. Ms. Melincoff is a seasoned business development and venture professional with over 25 years of deal making and management experience in the biotechnology and pharmaceutical industries. Ms. Melincoff is currently managing director at Gemini Advisors LLC, a biopharmaceutical consultancy (since 2013) and an advisor to Verge Genomics, a startup drug discovery company (since 2016). Ms. Melincoff serves on the board of Protalix Biotherapeutics, Inc., Collegium Pharmaceutical, Inc., and Soleno Therapeutics, Inc. and in an advisory capacity at a number of pharmaceutical companies. From January 2017 through January 2019, she served on the board of directors of Kamada Ltd., the board of Photocures ASA from April 2017 through June 2020 and from June 2014 through November 2016 she served on the Board of Directors of Tobira Therapeutics Inc. (acquired by Allergan plc). From August 2014 through September 2016, Ms. Melincoff previously served as Vice President of Business Development at BTG International Inc., a UK specialist healthcare company. Prior to BTG, Ms. Melincoff was Senior Vice President of Corporate Development at Shire Plc (acquired by Takeda). Additionally, she led the Shire Strategic Investment Group, the venture capital arm of Shire Plc. Ms. Melincoff was Vice President of Business Development at Adolor Corporation and held executive positions at Eastman Kodak for over ten years in a number of their health care companies. Ms. Melincoff holds a B.S. in Biology from The George Washington University and an M.S. in Management and Health Care Administration from Pennsylvania State University. Ms. Melincoff has also attained the designation of Certified Licensing Professional (CLP™). Ms. Melincoff was named to the “Top Women in Biotech 2013” by Fierce Biotech and to the Powerlist 100 of Corporate Venture Capital in 2012 and 2013. Our board of directors believes that Ms. Melincoff is qualified to serve as a director based on her extensive science background and professional experience. Claude Nicaise, M.D. has served as a member of our Board of Directors since January 2021. Dr. Nicaise has more than 35 years of experience in the development and regulation of biotechnology and pharmaceutical industries. He is the founder of Clinical Regulatory Services, a company providing advice on clinical and regulatory matters to biotechnology companies. Dr. Nicaise serves on the board for Sarepta Therapeutics, Inc., chairs their Compensation committee, and is a member of their Research and Development committee since 2015. Dr. Nicaise is a board member of Chemomab Therapeutic since 2021 and serve as its chair of the audit committee. Dr. Nicaise is also a member of Cassava Biosciences since January 2024. Dr. Nicaise was an Executive Vice President Regulatory at Ovid Therapeutics Inc., a company that develops medicines for orphan diseases of the brain. 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, Vice President of Worldwide Regulatory Science and Strategy, and leadership positions in Oncology, Infectious Disease, and Neuroscience development. Dr. Nicaise received his M.D. from the Université Libre de Bruxelles in Belgium. Our Board of Directors believes that Dr. Nicaise is qualified to serve as a director based on his extensive science background and professional experience. Eric I. Richman has served as a member of our Board of Directors since July 2020 and as CEO from June 2020 until Sept 2022. Mr. Richman has over 25 years of experience in the biotechnology and pharmaceutical industries as an investor and in operational roles. He served as a Venture Partner at Brace Pharma Capital, a life science venture capital firm from 2016 to 2018 and Advisor to Broad Oak Capital, a life science private equity firm from 2015 to present. Mr. Richman also served as Chief Executive Officer of Tyrogenex Inc., a biopharmaceutical company and he served as Chief Executive Officer of PharmAthene, Inc. (“PharmAthene”), subsequently acquired by Altimmune, Inc, from 2010 to 2015. Prior to PharmAthene, Mr. Richman held various commercial and strategic positions at MedImmune, Inc. over a 12-year period from its inception. Mr. Richman currently serves as co-founder and Chairman of InFuse Holdings and Director of LabConnect, Inc. Between 2007 and 2020, he served as a director of Adma Biologics, Inc., Zyversa Therapeutics, Inc. and LEV Pharma, which was acquired by Viropharma, among others private and public companies. Mr. Richman received a B.S. in Biomedical Science from the Sophie Davis School of Biomedical Education (CUNY Medical School) and a M.B.A. from the American Graduate School of International Management. Our Board of Directors believes that Mr. Richman is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the biotechnology industry. Jeffrey Riley has served as a member of our Board of Directors since May 2019. Mr. Riley has more than 25 years of experience in the biotechnology and pharmaceutical industries, during which he has negotiated numerous worldwide strategic corporate alliances, established joint ventures and assisted in venture financings to support product development. He is currently the Chief Executive Officer and Director of Caravan Biologix, Inc. and Executive Chairman of Blink TBI. Over his career, he has served in various roles and responsibilities in big pharma (SmithKline Beecham and Pfizer), venture capital (Queensland Biocapital Fund / QIC) and numerous biotechnology companies in the capacity of business development and general management. From March 2010 until December 2017, he served as the President, Chief Executive Officer and a director of Synthetic Biologics, Inc., a clinical-stage company leveraging the microbiome to develop therapeutics designed to prevent and treat gastrointestinal diseases. He has served as a member of several public and private boards of directors in the United States and Australia. Mr. Riley received a B.S. from Boise State University, an MBA/MIM from Arizona State University’s Thunderbird School of Global Management and has done advanced science work at the University of California, San Francisco and Berkeley. Our Board of Directors believes that Mr. Riley is qualified to serve as a director based on his extensive science background and professional experience.
THE BOARD OF DIRECTORS RECOMMENDS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.
Board Diversity
Board Diversity Our Board believes that a diverse board is better able to effectively oversee our management and strategy, and position us to deliver long-term value for our stockholders. Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. Our nominating and corporate governance committee considers diversity, including gender, sexual preference and ethnicity, as adding to the overall mix of perspectives of our Board as a whole. With the assistance of the nominating and corporate governance committee, our Board regularly reviews trends in board composition, including on director diversity. The table below provides additional diversity information regarding our Board as of April 26, 2024. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Stock Market (“Nasdaq”) Listing Rule 5605(f). While the Board satisfies the minimum objectives of Nasdaq Rule 5605(f)(2) by having at least one director who identifies as female and at least one director who identifies as a member of an Underrepresented Minority (as defined by Nasdaq Rules), the Nominating and Corporate Governance Committee will continue to consider the diversity of the Board in its selection of director nominees.
Board Diversity
| Board Diversity Matrix (As of April 26, 2024) | | | | | | Total Number of Directors: 8 | | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 1 | 6 | | 1 | | Part II: Demographic Background | | | | | | African American or Black | | | | | | Alaskan Native or Native American | | | | | | Asian | | | | | | Hispanic or Latinx | | | | | | Native Hawaiian or Pacific Islander | | | | | | White | 1 | 5 | | | | Two or More Races or Ethnicities | | 1 | | | | LGBTQ+ | | | | | | Did Not Disclose Demographic Background | | 1 | | |
Board Diversity
Our Board Diversity Matrix as of April 28, 2023 is available in our proxy statement for the 2023 Annual Meeting of Stockholders, as filed with the SEC on April 28, 2023.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows, for the fiscal years ended 2023 and 2022, compensation awarded to or paid to, or earned by, our named executive officers.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| | | | | | Non-Equity | | | | | | | | | Incentive | | | | | | | Stock | Option | Plan | All Other | | | Name and Principal | | Salary | Awards | Awards | Compensation | Compensation | Total | | Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | ($) | | Matthias Alder(5) | 2023 | 500,000(6) | 317,682 | 527,667 | 125,000 | 44,437(7) | 1,514,786 | | Chief Executive Officer | 2022 | 444,693(6) | 88,632 | 394,173 | 125,000 | 23,309(7) | 1,075,807 | | C. Evan Ballantyne(8) | 2023 | 254,110(9) | 454,000 | 343,000 | — | 22,671(7) | 1,073,781 | | Former Chief Financial Officer | 2022 | — | — | — | — | — | — | | Salvatore Calabrese(10) | 2023 | 88,092(11) | 105,894 | 175,889 | — | 293,130(14) | 663,005 | | Former Chief Financial Officer | 2022 | 250,628(12) | 39,699 | 176,418 | 45,802(13) | — | 512,547 |
SUMMARY COMPENSATION TABLE
| (1) Salary amounts represent actual amounts earned with respect to 2023. See “–Narrative to the Summary Compensation Table–Annual Base Salary” below. |
SUMMARY COMPENSATION TABLE
| (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the RSU awards granted during 2023 and 2022 based on the closing price of our common stock on the grant date, consistent with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the RSU awards or the sale of shares of common stock underlying such RSU awards. |
SUMMARY COMPENSATION TABLE
| (3) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 and 2022 computed in accordance with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the options, the exercise of the options or the sale of shares of common stock underlying such options. |
SUMMARY COMPENSATION TABLE
| (4) Reflects performance-based cash bonuses earned by our named executive officers with respect to the year ended December 31, 2023 and 2022. See “—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program pursuant to which this compensation was earned. |
SUMMARY COMPENSATION TABLE
| (5) Mr. Alder served as our Chief Operating Officer from October 2021 until September 20, 2022 (the “CEO Transition Date”), when he was appointed to serve as our Chief Executive Officer and to the Board. Mr. Alder does not receive any additional compensation for his services as a director. |
SUMMARY COMPENSATION TABLE
| (6) Mr. Alder received an annual base salary of $420,000 during his time as Chief Operating Officer prior to the CEO Transition Date from January to September 2022, and, after his promotion to the position of Chief Executive Officer, he received an annual base salary of $500,000. |
SUMMARY COMPENSATION TABLE
| (7) Amount reflects medical, dental and vision insurance premium amounts paid by us on behalf of Mr. Alder and Mr. Ballantyne, as well as life, long-term disability, short-term disability and accidental death and dismemberment insurance premiums paid by us on behalf of Mr. Alder and Mr. Ballantyne. |
SUMMARY COMPENSATION TABLE
| (8) Mr. Ballantyne served as our Chief Financial Officer from April 10, 2023 until March 1, 2024. |
SUMMARY COMPENSATION TABLE
| (9) Amount reflects an annual base salary of $350,000 pro-rated for Mr. Ballantyne’s time as Chief Financial Officer from April 10, 2023 through year-end 2023. Mr. Ballantyne’s equity grants were forfeited upon his resignation from employment with the Company on March 1, 2024. |
SUMMARY COMPENSATION TABLE
| (10) Mr. Calabrese served as our Chief Financial Officer until April 30, 2023. |
SUMMARY COMPENSATION TABLE
| (11) Amount reflects an annual base salary of €249,827 pro-rated for Mr. Calabrese’s time as Chief Financial Officer from January 1, 2023 to April 30, 2023, which for reporting purposes the amount has been converted into U.S. dollars at the 2023 average exchange rate of 1.082. |
SUMMARY COMPENSATION TABLE
| (12) Mr. Calabrese’s 2022 annual base salary was €237,900 which for reporting purposes has been converted into U.S. dollars at the 2022 average exchange rate of 1.053. |
SUMMARY COMPENSATION TABLE
| (13) Mr. Calabrese’s 2022 annual bonus was €41,638 which for reporting purposes has been converted into U.S. dollars at the April 27, 2023 exchange rate of 1.10. |
SUMMARY COMPENSATION TABLE
| (14) Mr. Calabrese was entitled to the following compensation: (a) €249,827 corresponding to the amount of twelve months of his base salary, (b) €16,655 corresponding to the value of accrued but unused vacation days as of termination date. For reporting purposes these amounts have been converted at the April 27, 2023 exchange rate of 1.10. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information regarding outstanding equity awards granted to our named executive officers that remained outstanding as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | | | | | | | Market | | | | | | | | | Value of | | | | Number of | Number of | | | Number of | Shares or | | | | Securities | Securities | | | Shares or | Units of | | | | Underlying | Underlying | Option | | Units That | Stock That | | | | Unexercised | Unexercised | Exercise | Option | Have Not | Have Not | | | Grant | Options (#) | Options (#) | Price | Expiration | Vested | Vested | | Name | Date | Exercisable | Unexercisable | ($) | Date | (#) | ($) | | Matthias Alder | 03/23/23 | — | 150,000(1) | 4.84 | 03/23/33 | 75,000(7) | 244,875 | | Chief Executive Officer | 09/20/22 | 19,029(2) | 41,871 | 3.50 | 09/20/32 | 7,013(7) | 22,897 | | | 07/15/22 | 28,050(3) | 51,150 | 4.01 | 07/15/32 | 9,075(7) | 29,630 | | | 12/23/21 | 99,992(4) | 100,008 | 5.86 | 12/23/31 | 200,000(8) | 653,000 | | Evan Ballantyne | 04/10/23 | — | 100,000(5) | 4.72 | 04/10/33 | 100,000(9) | 326,500 | | Former Chief Financial Officer | | | | | | | | | Salvatore Calabrese | 03/23/23 | 50,000(6) | — | 4.84 | 04/30/24 | | | | Former Chief Financial Officer | 07/15/22 | 59,400(6) | — | 4.01 | 04/30/24 | | | | | 09/25/20 | 83,674(6) | — | 3.38 | 04/30/24 | | |
Outstanding Equity Awards at Fiscal Year End
| (1) Subject to Mr. Alder’s continued service through each applicable vesting date, the Option will vest and become exercisable 25% on March 23, 2024, with the remaining balance vesting and becoming exercisable in substantially equal monthly installments over the next three years left in the service period. The Options have been granted from the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (2) 25% of the Options vested and became exercisable on September 20, 2023. Starting from October 20, 2023 the Options started vesting in substantially equal monthly installments and will continue to vest on a monthly basis subject to Mr. Alder’s continued service through each applicable vesting date until the end of the four years vesting period. The Options have been granted from the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (3) 25% of the Options vested and became exercisable on July 15, 2023. Starting from August 15, 2023 the Options started vesting in substantially equal monthly installments and will continue to vest on a monthly basis subject to Mr. Alder’s continued service through each applicable vesting date until the end of the four years vesting period. The Options have been granted from the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (4) 25% of the Options vested and became exercisable on December 23, 2022. Starting from January 23, 2023 the Options started vesting in substantially equal monthly installments and will continue to vest on a monthly basis subject to Mr. Alder’s continued service through each applicable vesting date until the end of the four years vesting period. The Options have been granted from the 2021 Inducement Plan. |
Outstanding Equity Awards at Fiscal Year End
| (5) Mr. Ballantyne’s equity grants were forfeited upon his resignation from employment with the Company effective as of March 1, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (6) Reflects a nonqualified option to purchase shares of our common stock and granted to Mr. Calabrese as a consideration for his service as CFO. The Options are fully vested and have been granted from the 2020 Plan and the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (7) Reflect the portion of RSUs that have been granted to Mr. Alder as consideration for his service to the Company as both COO and CEO but that as of December 31, 2023, have not vested yet. 25% of the RSU vest after one year from |
Outstanding Equity Awards at Fiscal Year End
| grant date, the remainder of the RSUs vest in substantially equal quarterly installments subject to Mr. Alder continued service through each applicable vesting date until the end of the four years vesting period. The RSUs have been granted from the 2022 Plan. |
Outstanding Equity Awards at Fiscal Year End
| (8) The performance-based restricted stock unit award granted to Mr. Alder in December 2021 will vest upon the achievement of the following milestones: (i) the first tranche of 100,000 restricted stock units will vest upon (a) the closing of an exclusive license deal for one or more Company pipeline programs and/or research, development and commercialization of a collaboration deal with a “Validating Industry Partner” (as such term is defined in his employment agreement), and (b) a resulting extension of our cash runway by one year or more with one or more transactions; and (ii) the second tranche of 100,000 restricted stock units will vest upon the initiation (which we define as the dosing of a first patient) of a Phase 1b clinical trial conducted in the United States. The performance-based restricted stock unit have been granted from the 2021 inducement plan. |
Outstanding Equity Awards at Fiscal Year End
| (9) Mr. Ballantyne’s equity grants were forfeited upon his resignation from employment with the Company effective as of March 1, 2024. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our named executive officers and Mr. Mack are entitled to certain severance benefits upon certain qualified terminations of employment and upon certain qualified changes in control of the Company, each as summarized below.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information regarding compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2023. Mr. Alder is a named executive officer whose compensation is included in the “Summary Compensation Table” and as described in the related narrative disclosure above. Mr. Alder does not receive any compensation for his service as a director.
NON-EMPLOYEE DIRECTOR COMPENSATION
| | Fees | | | | Name | Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Khalid Islam, Ph.D. | 75,000 | 24,901 | 99,901 | | Dov Goldstein, M.D. | 62,000 | 24,901 | 86,901 | | Hans Peter Hasler | 58,500 | 24,901 | 83,401 | | Eric Richman | 12,500 | — | 12,500 | | Gwen Melincoff | 45,000 | 24,901 | 69,901 | | Claude Nicaise, M.D. | 50,000 | 24,901 | 74,901 | | Jeffrey Riley | 60,500 | 24,901 | 85,401 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during the periods presented computed in accordance with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the options, the exercise of the options or the sale of the shares of common stock underlying such options. |
NON-EMPLOYEE DIRECTOR COMPENSATION
The following table provides information regarding the number of shares of common stock underlying options granted to our non-employee directors that were outstanding as of December 31, 2023:
NON-EMPLOYEE DIRECTOR COMPENSATION
| | Option Awards | | | Outstanding at | | Name | Year-End (#) | | Khalid Islam, Ph.D. | 53,770 | | Dov Goldstein, M.D. | 40,558 | | Hans Peter Hasler | 40,558 | | Eric Richman | 355,824 | | Gwen Melincoff | 40,558 | | Claude Nicaise, M.D. | 40,558 | | Jeffrey Riley | 66,982 |
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY On September 20, 2022, we adopted a formal non-executive director compensation policy based upon market research and advice from our compensation consultant. Under our non-employee director compensation policy, each of our non-employee directors is eligible to receive cash and equity compensation for service on our Board and committees of our Board.
Agreements with Our Directors and Officers
Agreements with Our Directors and Officers
Executive and Director Compensation
Executive and Director Compensation We have granted equity awards to certain of our directors and executive officers. For more information regarding the options granted to our named executive officers and directors, see “Executive Compensation” and “Non-Employee Director Compensation.”