DEF 14A of Corvus Pharmaceuticals, Inc.
Filed Apr 25, 2025 · FY20240001558370-25-005552
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is divided into three classes, designated as Class I, Class II and Class III. Under our amended and restated certificate of incorporation (the “Charter”), our Board is authorized to assign its members in office to each class. Each class has a term of three years. Our Charter provides that the authorized number of directors may be changed only by resolution of the Board. Our directors hold office until their successors have been elected and qualified or appointed, or the earlier of their death, resignation or removal. Our Board currently consists of seven directors, divided into three classes as follows:
ELECTION OF DIRECTORS
| ● | Class I directors: Richard A. Miller, M.D. and Linda S. Grais, M.D. J.D., whose current terms will expire at the annual meeting to be held in 2026; |
ELECTION OF DIRECTORS
| ● | Class II directors: Scott W. Morrison and Richard van den Broek, whose current terms will expire at the annual meeting to be held in 2027; and |
ELECTION OF DIRECTORS
| ● | Class III directors: Ian T. Clark, Elisha P. (Terry) Gould III and Peter A. Thompson, M.D., whose current terms will expire at the Annual Meeting. |
ELECTION OF DIRECTORS
At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named below. Directors are elected by a plurality of the votes cast at the meeting. Mr. Clark and Dr. Thompson have been nominated for election at the Annual Meeting to serve as Class III directors. Mr. Gould is not a nominee for election at the Annual Meeting, and he will cease to serve as a director as of the Annual Meeting. If Mr. Clark or Dr. Thompson becomes unavailable for election as a result of an unexpected occurrence, shares that would otherwise be voted for them will be voted for the election of a substitute nominee proposed by the nominating and corporate governance committee and nominated by the Board. Mr. Clark and Dr. Thompson have agreed to serve if elected. Our management has no reason to believe that Mr. Clark or Dr. Thompson will be unable to serve. If elected at the Annual Meeting, Mr. Clark and Dr. Thompson will serve until the earliest of the 2028 annual meeting of stockholders, a successor is elected and qualified or his death, resignation or removal. The following is a brief biography of Mr. Clark and Dr. Thompson, the nominees for director, and a discussion of their specific experience, qualifications, attributes or skills that led the nominating and corporate governance committee of the Board to recommend Mr. Clark and Dr. Thompson as nominees for director, as of the date of this proxy statement.
ELECTION OF DIRECTORS
| Name | Position | Age | | Ian T. Clark | Director | 64 |
ELECTION OF DIRECTORS
Ian T. Clark. Mr. Clark has served as a member of our Board since January 2017. Mr. Clark has more than 35 years of experience in the biotechnology and pharmaceutical industry, most recently serving as CEO and member of the board of directors for Genentech, until his retirement in December 2016. During his seven-year tenure as CEO, Mr. Clark and his team brought eleven new medicines to market for patients fighting rheumatoid arthritis, idiopathic pulmonary fibrosis and various types of cancer. Mr. Clark was among the highest rated CEOs by Glassdoor, recognized as the Bay Area’s most admired CEO by the San Francisco Business Times and awarded the Honorable Mentor of the Year by the Heath Business Woman's Association. Prior to joining Genentech, Mr. Clark held various positions of increasing responsibility at Novartis, Sanofi, Ivax and Searle, working in the USA, UK, Canada, Eastern Europe and France. Currently, Mr. Clark is on the board of directors of several public biopharmaceutical and biotechnology companies: Takeda Pharmaceutical Company Limited, Guardant Health, Inc., Olema Oncology and Kyverna Therapeutics, Inc. Mr. Clark previously served on the Boards of Forty Seven Inc., Shire Pharmaceuticals, Inc., Kite Pharma, Inc., Agios Pharmaceuticals, Inc. and Avrobio, Inc. He was also on the Board of Biotechnology Industry Association, on the Economic Advisory Council of the 12th District of the Federal Reserve and on the BioFulcrum Board of the Gladstone Institute. Mr. Clark received his Bachelor of Science in Biological Sciences and an Honorary Doctorate of Science from Southampton University in the United Kingdom. We believe Mr. Clark’s executive experience in the biopharmaceutical industry provides him with the qualifications and skills to serve as a member of our board of directors.
ELECTION OF DIRECTORS
| Name | Position | Age | | Peter A. Thompson, M.D. | Director | 65 |
ELECTION OF DIRECTORS
Peter A. Thompson, M.D. Dr. Thompson has served as a member of our Board since November 2014 and co-founded the Company. Dr. Thompson is a Member at OrbiMed Advisors LLC, an investment firm. Dr. Thompson currently serves on the boards of directors of ARS Pharmaceuticals, Inc. (formerly Silverback Therapeutics, Inc.), Edgewise Therapeutics, Inc. and Sionna Therapeutics, Inc., as well as several private companies. Previously, Dr. Thompson served on the boards of Alpine Immune Sciences, Inc., Decibel Therapeutics, Inc., Janux Therapeutics, Inc., PMV Pharmaceuticals, Inc. and Prevail Therapeutics Inc. Dr. Thompson also previously served in executive leadership roles at Trubion Pharmaceuticals, Inc., Chiron Corporation, and Becton, Dickinson and Company. Dr. Thompson is an Affiliate Professor of Neurosurgery at the University of Washington. In addition, Dr. Thompson holds numerous patents and is a board-certified internist and oncologist. Dr. Thompson holds a Sc. B. in Molecular Biology and Mathematics from Brown University and an M.D. from Brown University Medical School. We believe Dr. Thompson’s experience in management and venture capital in the biopharmaceutical industry provides him with the qualifications and skills to serve as a member of our board of directors.
Class I Directors Continuing in Office until the 2026 Annual Meeting of Stockholders
Class I Directors Continuing in Office until the 2026 Annual Meeting of Stockholders Richard A. Miller, M.D. Dr. Miller has served as our President and Chief Executive Officer since February 2014 and chairman of our Board since January 2014 and co-founded the Company. From April 2012 to October 2014, Dr. Miller was Chairman and Chief Executive Officer of Graphea, Inc., a privately held chemical company, which he founded. Dr. Miller served as Chief Commercialization Officer, Associate Dean and Research Professor in Chemistry at The University of Texas at Austin from September 2010 to December 2011. Dr. Miller founded Principia Biopharma Inc., a privately held biopharmaceutical company, and served as its President and Chief Executive Officer and a member of its board of directors from January 2009 to February 2011. He served as President, Chief Executive Officer and Director of Pharmacyclics, Inc., a public biopharmaceutical company, from 1991, when he co founded the company, to 2008. At Pharmacyclics, Dr. Miller led the initial discovery and development efforts for ibrutinib. Dr. Miller was a co founder, Vice President and Director of IDEC Pharmaceuticals Corporation, a biotechnology company that merged with Biogen, Inc. in June 2003, where he led research efforts on lymphoma leading to the development of rituximab. Dr. Miller has been Adjunct Clinical Professor of Medicine (Oncology) at Stanford University Medical Center from 1991 to 2023. Dr. Miller received a B.A. in Chemistry from Franklin & Marshall College and an M.D. summa cum laude from the State University of New York Medical School. He is board certified in both Internal Medicine and Medical Oncology. We believe Dr. Miller’s experience as an officer and director of pharmaceutical and biopharmaceutical companies provides him with the qualifications and skills to serve as a member of our Board. Linda S. Grais, M.D. J.D. Dr. Grais has served as a member of our Board since January 2019. Dr. Grais previously served as President and Chief Executive Officer of Ocera Therapeutics, Inc. from June 2012 to December 2017 and as a member of its board of directors from January 2008 through December 2017. Prior to her employment by Ocera, Dr. Grais served as a managing member at InterWest Partners, a venture capital firm, from May 2005 until February 2011. From July 1998 to July 2003, Dr. Grais was a founder and executive vice president of SGX Pharmaceuticals Inc., a drug discovery company focusing on new treatments for cancer. Prior to that, she was a corporate attorney at Wilson Sonsini Goodrich & Rosati, where she practiced in such areas as venture financings, public offerings and strategic partnerships. Before practicing law, Dr. Grais worked as an assistant clinical professor of Internal Medicine and Critical Care at the University of California, San Francisco. She currently serves on the board of directors of ICON plc, a public contract research organization, Collective Health, a private healthcare services company and Iolyx Therapeutics, Inc., a private biotechnology company. Dr. Grais received a B.A. from Yale University, an M.D. from Yale Medical School and a J.D. from Stanford Law School. We believe Dr. Grais’ experience as an officer and director of pharmaceutical and biopharmaceutical companies provides her with the qualifications and skills to serve as a member of our Board.
Class II Directors Continuing in Office until the 2027 Annual Meeting of Stockholders
Class II Directors Continuing in Office until the 2027 Annual Meeting of Stockholders Scott W. Morrison. Mr. Morrison has served as a member of our Board since December 2015. From 1996 to December 2015, Mr. Morrison was a Partner with Ernst & Young LLP, a public accounting firm, where he also served as U.S. Life Sciences Leader from 2002 to December 2015. He also serves on the board of directors of Tarsus Pharmaceuticals, Inc., a public biotechnology company, since October 2022 on the board of directors of Ideaya Biosciences, Inc., a public biopharmaceutical company, since July 2018 on the board of Zai Labs, Inc., a public biotech company since October 2021 and on the board of directors of Vera Therapeutics, Inc., a public biopharmaceutical company, since April 2020. Mr. Morrison has held roles on the boards of directors of numerous life sciences industry organizations. Mr. Morrison has previously served on the boards of directors of the Life Sciences Foundation, a biotechnology non-profit organization, the Bay Area Biosciences Association, a 501(c)(3) organization, and the Emerging Companies Section of the Biotechnology Innovation Organization, a trade organization. He received a B.S. in Business Administration from the University of California-Berkeley and is a certified public accountant (inactive). We believe Mr. Morrison’s experience in public accounting and the life sciences industry provides him with the qualifications and skills to serve as a member of our Board. Richard van den Broek. Mr. van den Broek has served as a member of our Board since April 2025. Mr. van den Broek currently serves as a managing partner of HSMR Advisors, LLC, an investment advisory firm, since February 2004. He currently serves on the board of directors for Pulse Biosciences, Inc., a publicly traded biotechnology company, since August 2020 and previously served on the board of directors of Cogstate Ltd, a publicly traded neuroscience company, from April 2009 to April 2025. Mr. van den Broek received an A.B. from Harvard University and is a Chartered Financial Analyst. We believe Mr. van den Broek’s experience in the biotechnology sector and deep understanding of the global pharmaceutical market provides him with the qualifications and skills to serve as a member of our Board.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following table presents information regarding the compensation paid to members of our Board who are not also employed by us or any of our subsidiaries (our non-employee directors) during the fiscal year ended December 31, 2024. The compensation paid to Richard A. Miller, who is also our president and chief executive officer, is set forth in the section titled “Executive Compensation” in this proxy statement. Dr. Miller was not entitled to receive additional compensation for his service as a director:
Director Compensation Table
| | FEES | | | | | EARNED OR | OPTION | | | | PAID IN CASH | AWARDS(1) | TOTAL | | NAME | ($) | ($) | ($) | | Ian T. Clark | 45,000 | 25,271 | 70,271 | | Elisha P. (Terry) Gould III | 53,000 | 25,271 | 78,271 | | Linda S. Grais, M.D., J.D. | 49,000 | 25,271 | 74,271 | | Scott W. Morrison | 61,000 | 25,271 | 86,271 | | Peter A. Thompson, M.D. | 47,000 | 25,271 | 72,271 |
Director Compensation Table
| (1) Amounts reported in the Option Awards column represent the grant date fair value of stock options calculated in accordance with Financial Accounting Standards Board (FASB) ASC Topic 718, Compensation—Stock Compensation. For a discussion of the assumptions used to calculate the value of our stock options, see Note 12, Stock-Based Compensation, to our audited financial statements included in our report on Form 10-K for the year ended December 31, 2024. During fiscal year 2024, each non-employee director was granted an option to purchase 15,000 shares of our common stock on June 13, 2024 with a grant date fair value set forth in the table above. Each non-employee director grant vests on June 12, 2025, subject to continued service. As of December 31, 2024, our non-employee directors held outstanding options to purchase shares of our common stock as follows: Mr. Clark, 210,000; Mr. Gould, 210,000; Ms. Grais, 180,000; Mr. Morrison, 210,000; and Dr. Thompson, 210,000. Other than these options, none of our non-employee directors held any other equity awards in the Company as of December 31, 2024. |
Director Compensation
Director Compensation In December 2015, our Board approved a compensation policy for our non-employee directors (the “Director Compensation Program”). Pursuant to our Director Compensation Program, our non-employee directors are entitled to cash compensation, paid quarterly in arrears, as follows:
Director Compensation
| ● | Each non-employee director is entitled to receive an annual cash retainer in the amount of $35,000. |
Director Compensation
| ● | The chairperson of the board is entitled to receive additional annual cash compensation of $30,000 for such chairperson’s service on the Board. |
Director Compensation
| ● | The chairperson of the audit committee is entitled to receive additional annual cash compensation in the amount of $20,000 for such chairperson’s service on the audit committee. Each non-chairperson member of the audit committee is entitled to receive additional annual cash compensation in the amount of $10,000 for such member’s service on the audit committee. |
Director Compensation
| ● | The chairperson of the compensation committee is entitled to receive additional annual cash compensation in the amount of $12,000 for such chairperson’s service on the compensation committee. Each non-chairperson member of the compensation committee is entitled to receive additional annual cash compensation in the amount of $6,000 for such member’s service on the compensation committee. |
Director Compensation
| ● | The chairperson of the nominating and corporate governance committee is entitled to receive additional annual cash compensation in the amount of $8,000 for such chairperson’s service on the nominating and corporate governance committee. Each non-chairperson member of the nominating and corporate governance committee is entitled to receive additional annual cash compensation in the amount of $4,000 for such member’s service on the nominating and corporate governance committee. |
Director Compensation
In addition, under the Director Compensation Program, each non-employee director who is elected or appointed to our Board will automatically be granted an option to purchase 30,000 shares of our common stock upon the director’s initial appointment or election to our Board, referred to as the Initial Grant. In addition, each non-employee director who has been serving on the Board for at least three months prior to any annual meeting of the Company’s stockholders and will continue to serve as a non-employee director immediately following an annual stockholder’s meeting, will automatically be granted an annual option to purchase 15,000 shares of our common stock on the date of such annual stockholder’s meeting, referred to as the Annual Grant. The Initial Grant will vest as to 1/3rd of the shares subject to the Initial Grant on each anniversary of the applicable grant date, subject to continued service through the applicable vesting date. The Annual Grant will vest as to all of the shares subject to the Annual Grant on the earlier of the first anniversary of the applicable grant date or the next annual stockholders’ meeting, subject to continued service through the vesting date. All equity awards, including any Initial Grants and Annual Grants, held by our non-employee directors will vest in full immediately prior to the occurrence of a change in control.
Summary Compensation Table
Summary Compensation Table The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to our NEOs.
Summary Compensation Table
| | | | | | | Non‑Equity | | | | | | | | | | Incentive | | | | | | Base | | Stock | Option | Plan | All Other | | | | Fiscal | Salary | | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | Bonus($) | ($) | ($)(1) | ($) | ($) (2) | ($) | | Richard A. Miller, M.D. | 2024 | 32,675 | — | — | 3,034,495 | — | 6,000 | 3,073,170 | | President and Chief Executive Officer | 2023 | 110,309 | — | — | 1,205,042 | — | 6,000 | 1,321,351 | | Leiv Lea | 2024 | 394,655 | — | — | 1,213,798 | — | 6,000 | 1,614,453 | | Chief Financial Officer | 2023 | 394,213 | — | — | 260,551 | — | 6,000 | 660,764 | | William B. Jones, Ph.D. | 2024 | 350,097 | — | — | 1,213,798 | — | 6,000 | 1,569,895 | | Senior Vice President, Pharmaceutical Development | 2023 | 349,705 | — | — | 260,551 | — | 6,000 | 616,256 |
Summary Compensation Table
| (1) The amounts reported in this column reflect the grant date fair values of stock options granted to the named executive officers calculated in accordance with Financial Accounting Standards Board (FASB) ASC Topic 718, Compensation-Stock Compensation. For a discussion of the assumptions used to calculate the value of our stock options, see Note 12, Stock-Based Compensation, to our audited financial statements included in this report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table
| (2) Represents matching contributions made by the Company in connection with the Company’s 401(k) plan. |
Outstanding Equity Awards at December 31, 2024
Outstanding Equity Awards at December 31, 2024 The following table presents information regarding the outstanding stock options and stock awards held by each of our named executive officers as of December 31, 2024.
Outstanding Equity Awards at December 31, 2024
| | | Option Awards | | | | | | | Number of | | Option | | | | Vesting | Securities Underlying | | Exercise | Option | | | Commencement | Unexercised Options (#) | | Price | Expiration | | Name | Date (1) | Exercisable | Unexercisable | ($) | Date | | Richard A. Miller, M.D. | 3/22/2016 | 500,000 | — | 15.00 | 3/21/2026 | | | 12/7/2016 | 160,000 | — | 16.37 | 12/6/2026 | | | 12/13/2017 | 125,000 | — | 10.60 | 12/12/2027 | | | 12/12/2018 | 250,000 | — | 5.94 | 12/11/2028 | | | 12/12/2019 | 320,000 | — | 3.54 | 12/11/2029 | | | 12/16/2020 | 320,000 | — | 4.01 | 12/15/2030 | | | 9/9/2021 | 260,000 | 60,000 | 2.60 | 9/8/2031 | | | 8/11/2022 | 186,667 | 133,333 | 0.965 | 8/10/2032 | | | 3/31/2023 | 466,667 | 333,333 | 0.91 | 3/30/2033 | | | 12/6/2023 | 166,667 | 333,333 | 1.64 | 12/5/2033 | | | 12/20/2024 | — | 750,000 | 4.99 | 12/19/2034 | | Leiv Lea | 3/22/2016 | 60,000 | — | 15.00 | 3/21/2026 | | | 12/7/2016 | 25,000 | — | 16.37 | 12/6/2026 | | | 12/13/2017 | 40,000 | — | 10.60 | 12/12/2027 | | | 12/12/2018 | 100,000 | — | 5.94 | 12/11/2028 | | | 12/12/2019 | 160,000 | — | 3.54 | 12/11/2029 | | | 12/16/2020 | 160,000 | — | 4.01 | 12/15/2030 | | | 9/9/2021 | 130,000 | 30,000 | 2.60 | 9/8/2031 | | | 8/11/2022 | 93,334 | 66,666 | 0.965 | 8/10/2032 | | | 12/6/2023 | 66,667 | 133,333 | 1.64 | 12/5/2033 | | | 12/20/2024 | — | 300,000 | 4.99 | 12/19/2034 | | William B. Jones, Ph.D. | 3/22/2016 | 60,000 | — | 15.00 | 3/21/2026 | | | 12/7/2016 | 25,000 | — | 16.37 | 12/6/2026 | | | 12/13/2017 | 40,000 | — | 10.60 | 12/12/2027 | | | 12/12/2018 | 100,000 | — | 5.94 | 12/11/2028 | | | 12/12/2019 | 160,000 | — | 3.54 | 12/11/2029 | | | 12/16/2020 | 160,000 | — | 4.01 | 12/15/2030 | | | 9/9/2021 | 130,000 | 30,000 | 2.60 | 9/8/2031 | | | 8/11/2022 | 93,334 | 66,666 | 0.965 | 8/10/2032 | | | 12/6/2023 | 66,667 | 133,333 | 1.64 | 12/5/2033 | | | 12/20/2024 | — | 300,000 | 4.99 | 12/19/2034 |
Outstanding Equity Awards at December 31, 2024
| (1) Each option with a vesting commencement date prior to December 31, 2022 vests monthly over 48 months from the vesting commencement date and each option with a vesting commencement date after December 31, 2022 vests monthly over 36 months from the vesting commencement date. The vesting of all options is subject to the named executive officer’s continued service to us through the vesting date. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation provided to our NEOs and certain measures of Company performance in the years ended December 31, 2024, 2023 and 2022, for services to our Company in all capacities. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
Pay Versus Performance Table
| | | | Average Summary | Average | Value of Initial Fixed | | | | Summary | Compensation | Compensation Table | Compensation | $100 investment Based | | | | Compensation Table | Actually Paid | Total for Non-PEO | Actually Paid | on Total Shareholder | Net Loss | | Year | Total for PEO ($) | to PEO ($) (1) | NEOs ($) | to Non-PEO NEOs ($) (1) | Return ("TSR") ($) (2) | ($ in millions) | | 2024 | 3,073,170 | 7,473,091 | 1,592,174 | 2,786,445 | 221.99 | (62.3) | | 2023 | 1,321,351 | 2,573,371 | 638,510 | 928,436 | 73.03 | (27.0) | | 2022 | 524,239 | (326,168) | 476,695 | 56,140 | 35.27 | (41.3) |
Pay Versus Performance Table
| (1) Amounts represent compensation actually paid (“CAP”) to our CEO, Richard Miller, M.D., who was our Principal Executive Officer or “PEO” for each of the two years shown, and the average CAP to our remaining NEOs or “Non-PEO NEOs” for the relevant fiscal year, as determined under SEC rules, which includes Leiv Lea and William B. Jones, Ph.D. |
Pay Versus Performance Table
Amounts represent the Summary Compensation Table Total Compensation for the applicable fiscal year adjusted as follows:
Pay Versus Performance Table
| Fiscal Year ("FY") | 2024 | | | | | Average non- | | | PEO | PEO NEOs | | Deduction for ASC 718 Fair Value as of Grant Date Reported under the Option Awards Columns in the Summary Compensation Table | (3,034,495) | (1,213,798) | | Increase based on ASC 718 Fair Value of Awards Granted during the FY that Remain Unvested as of FY End (“FYE”) | 3,282,234 | 1,312,894 | | Increase based on ASC 718 Fair Value of Awards Granted during the FY that Vested during the FY as of Vesting Date | — | — | | Increase/deduction based on ASC 718 Fair Value of Outstanding Unvested Prior FY Awards as of FYE Compared to Valuation as of Prior FYE | 2,875,539 | 762,433 | | Increase/deduction based on ASC 718 Fair Value of Prior FY Awards that Vested during the FY as of Vesting Date Compared to Valuation as of Prior FYE | 1,276,643 | 332,742 | | Total Adjustments | 4,399,921 | 1,194,271 |
Pay Versus Performance Table
| (2) TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. The Company’s share price at the beginning of the measurement period is the closing share price of $2.41 on December 31, 2021, the last trading day of fiscal year 2021, and the Company’s share price at end of the measurement period is the closing share price of $5.35 on December 31, 2024, the last trading day of fiscal year 2024. No dividends were paid on our common stock in 2022, 2023 or 2024. |
Description of Certain Relationships between Information Presented in the Pay versus Performance Table
Description of Certain Relationships between Information Presented in the Pay versus Performance Table While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. 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 SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.