DEF 14A of Tevogen Inc., Apr 30, 2025

DEF 14A of Tevogen Inc.

Filed Apr 30, 2025 · FY20240001641172-25-007871

Open on EDGAR

  1. Proposal No. 1 - Election of Directors

    Proposal No. 1 - Election of Directors The business and affairs of the Company are managed under the direction of our Board of Directors (the “Board,” or “Board of Directors”). Our Board is chaired by Dr. Ryan Saadi and includes Jeffrey Feike, Dr. Keow Lin Goh, Dr. Curtis Patton, Susan Podlogar, and Victor Sordillo as members. The Board recommends a vote FOR each of Jeffrey Feike and Dr. Curtis Patton, the Class I director nominees.

  2. Board of Directors

    Board of Directors Pursuant to our certificate of incorporation, as amended, our directors are divided into three classes, with each class serving staggered three-year terms. Our Board currently consists of six directors who are evenly divided among the three classes as disclosed in the table below.

  3. Board of Directors

    | Name | Age | Director Since | Independent | Committee Memberships | Other Current Public Companies Directorships | | Class I Directors - Term Expires 2025 | | | | | | | Jeffrey Feike Director | 75 | 2024 | ✓ | AC* | 0 | | Dr. Curtis Patton Director | 89 | 2024 | ✓ | | 0 | | Class II Directors - Term Expires 2026 | | | | | | | Dr. Keow Lin Goh Director | 53 | 2024 | ✓ | | 0 | | Victor Sordillo Director | 72 | 2024 | ✓ | AC (Chair) | 0 | | Class III Directors - Term Expires 2027 | | | | | | | Susan Podlogar Director | 61 | 2024 | ✓ | AC | 1 | | Dr. Ryan Saadi Chairperson of the Board, Director and Chief Executive Officer | 60 | 2024 | ✓ | | 0 |

  4. Board of Directors

    Key to Committees: AC = Audit Committee of the Board of Directors (the “Audit Committee”) *Audit Committee Financial Expert

  5. Directors and Nominees

    Directors and Nominees The following is a brief biographical summary of the experience of our directors and nominees.

  6. Current Class I Directors Standing for Election at the Annual Meeting

    Current Class I Directors Standing for Election at the Annual Meeting

  7. Current Class I Directors Standing for Election at the Annual Meeting

    | Jeffrey Feike |

  8. Current Class I Directors Standing for Election at the Annual Meeting

    Mr. Feike has served on our Board since February 2024, and served on the board of directors of Tevogen Bio beginning in August 2022. Mr. Feike served as the Hospital President of Covenant Health’s Fort Loudoun Medical Center from September 2004 to June 2022. Throughout his career, Mr. Feike has overseen the development of hospitals, outpatient clinics, and emergency medical services (“EMS”) systems. Mr. Feike represents East Tennessee on the state EMS Board’s Clinical Issues Committee and serves on the board of Regional Medical Communications Center for East Tennessee. We believe Mr. Feike is qualified to serve on our Board based on his dedication to public health and healthcare industry experience.

  9. Current Class I Directors Standing for Election at the Annual Meeting

    | Dr. Curtis Patton |

  10. Current Class I Directors Standing for Election at the Annual Meeting

    Dr. Patton has served on our Board since February 2024, and served on the board of directors of Tevogen Bio beginning in July 2020. Dr. Patton is Professor Emeritus at Yale School of Public Health, where he worked for 36 years. Dr. Patton served in a variety of administrative capacities during his time at Yale, including as Division Head, Epidemiology of Microbial Diseases and Acting Head of Global Health. While at Yale, Dr. Patton also served as the Director of International Medical Studies and was the Chair of the Committee on International Health. We believe Mr. Patton is qualified to serve on our Board based on his work on and experience with public health issues.

  11. Continuing Directors Not Standing for Election at the Annual Meeting

    Continuing Directors Not Standing for Election at the Annual Meeting

  12. Dr. Keow Lin Goh

    Dr. Keow Lin Goh Dr. Goh has served on our Board since February 2024, and served on the board of directors of Tevogen Bio beginning in August 2022. Dr. Goh is a Partner at Tapestry Networks, a company that brings together leaders in different sectors in order to facilitate economic, social, and organizational change. Dr. Goh has served as a Partner at Tapestry Networks since 2009 and focuses on global healthcare policy with the goal of improving patient outcomes. Previously, Dr. Goh was a Senior Project Leader at Boston Consulting Group from 2003 through 2009, where she worked with senior biotech and pharmaceutical executives in product development, research and development restructuring, organizational and operational change initiatives, post-merger acquisition synergies, and regulatory issues. We believe Dr. Goh is qualified to serve on our Board based on her experience in the healthcare sector.

  13. Susan Podlogar

    Susan Podlogar Ms. Podlogar has served on our Board since February 2024, and served on the board of directors of Tevogen Bio beginning in August 2022. Ms. Podlogar most recently oversaw global human resources strategies and practices at MetLife, Inc., a financial services company providing insurance, annuities, employee benefits, and asset management (“MetLife”), as MetLife’s Executive Vice President and Chief Human Resources Officer from 2017 until her retirement in June 2024. At MetLife, Ms. Podlogar among other things established a “Workforce of the Future Development Fund” to prepare employees for future work needs. Ms. Podlogar also served on the board of directors of MetLife Foundation, a philanthropic organization. Ms. Podlogar has also served on the board of directors of LivaNova PLC (Nasdaq: LIVN), a global medical technology company, since October 2024. Prior to her time at MetLife, Ms. Podlogar held a series of human resources roles at Johnson & Johnson from 2003 to 2017, including Global Vice President of Human Resources and member of the Human Resources Executive Committee. We believe Ms. Podlogar is qualified to serve on our Board based on her extensive human resources and healthcare industry experience.

  14. Dr. Ryan Saadi

    Dr. Ryan Saadi Dr. Saadi has served as our Chief Executive Officer and Chairperson since February 2024, and served as Chief Executive Officer and Chairperson of Tevogen Bio beginning in June 2020. Dr. Saadi has been a member of the Leadership Council of the Yale School of Public Health since 2021. Prior to founding Tevogen Bio, Dr. Saadi was the Global Vice President of Evidence, Market Access, and Strategic Pricing for CSL Behring, a biopharmaceutical company that manufactures plasma-derived and recombination therapeutic products, from 2018 to 2019. Before CSL Behring, Dr. Saadi served as Global Head, Market Access and Policy, Oncology for Janssen from 2012 to 2018 and Worldwide Vice President, Health Policy, Reimbursement, Strategic Pricing and Market Access for Johnson & Johnson’s Cordis business from 2008 to 2012. Earlier, Dr. Saadi was Global Vice President, Health Outcomes & Pricing for Genzyme and Global Head, Health Outcomes and Market Access for Sanofi-Aventis’ oncology, bone and arthritis product portfolio. From 2010 through 2019, Dr. Saadi served as a Voting Member of the CMS Medicare Evidence Development & Coverage Advisory Committee, which provides independent guidance and expert advice to CMS on clinical topics. We believe Dr. Saadi is qualified to serve on our Board based on his healthcare industry experience, extensive business and leadership experience.

  15. Victor Sordillo

    Victor Sordillo Mr. Sordillo has served on our Board since February 2024, and served on the board of directors of Tevogen Bio beginning in July 2023. Mr. Sordillo has served as Director of Risk Advisory Services at Verita CSG, Inc. (“Verita”), a provider of holistic insurance and risk management solutions for commercial line clients, since March 2024. Before joining Verita, Mr. Sordillo served as the Executive Vice President, Director of Risk Control Services of Sompo International, a global specialty provider of property and casualty insurance and reinsurance, from 2017 to March 2024, and as Senior Vice President - Risk Solutions of QBE North America (“QBE”) from 2016 to 2017. Prior to QBE, Mr. Sordillo served as Vice President and Global Technical Services Manager at Chubb NA, where he worked from 2000 through 2016. Mr. Sordillo is a registered professional civil and fire protection engineer and Certified Safety Professional. Mr. Sordillo served as the mayor of Warren, New Jersey for more than 22 years. We believe Mr. Sordillo is qualified to serve on our Board based on his extensive business and leadership experience.

  16. Director Compensation

    Director Compensation The following table provides information regarding compensation granted to our directors during the fiscal year ended December 31, 2024.

  17. Director Compensation

    | Name (1) | Stock Awards ($) (2) (3) | Total ($) | | Jeffrey Feike | 239,040 | 239,040 | | Keow Lin Goh | 239,040 | 239,040 | | Curtis Patton | 239,040 | 239,040 | | Susan Podlogar | 239,040 | 239,040 | | Victor Sordillo | 478,080 | 478,080 |

  18. Director Compensation

    | (1) Dr. Saadi receives no additional compensation for his service as a director. Suren Ajjarapu, who served as a non-employee director until August 21, 2024, was not granted any compensation for the fiscal year ended December 31, 2024. | | (2) Reflects, with respect to each non-employee director, an award of 240,000 RSUs granted on December 21, 2024, which vest ratably in four equal annual installments beginning on January 1, 2025 subject to each grantee’s continued service, except that Mr. Sordillo was granted an additional 240,000 RSUs on December 20, 2024, which vested immediately, in recognition of the value of his past service on the Board (collectively, the “December RSUs”). Amounts in this column represent grant date fair value computed in accordance with Accounting Standards Codification (“ASC”) 718, Compensation - Stock Compensation (“ASC 718”) based on the closing price of our common stock on the applicable grant date. See our discussion of “Stock-Based Compensation” under Note 11 to our audited consolidated financial statements included in the 2024 Form 10-K for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the 2024 Form 10-K. | | (3) The following table provides information regarding the stock awards granted to our non-employee directors that were outstanding as of December 31, 2024: |

  19. Director Compensation

    | Name | RSUs (#) (1) | | Jeffrey Feike | 240,000 | | Keow Lin Goh | 240,000 | | Curtis Patton | 240,000 | | Susan Podlogar | 240,000 | | Victor Sordillo | 286,058 |

  20. Director Compensation

    | (1) Under the terms of the Merger Agreement, each RSU with respect to shares of the common stock of Tevogen Bio (each “Tevogen Bio RSU”) that was unvested at the time of the Closing was canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Plan (the “2024 Plan”) with respect to a number of RSUs to be settled in our common stock equal to the product, rounded up to the nearest whole number, of (i) the number of shares of the common stock of Tevogen Bio subject to the Tevogen Bio RSU as of immediately prior to the effective time of the Merger, multiplied by (ii) approximately 4.84 (the “Exchange Ratio”). The numbers in the table above reflect, with respect to each non-employee director, the December RSUs and, with respect to Mr. Sordillo, an award of RSUs of Tevogen Bio granted on January 5, 2023, of which 38,382, as adjusted to reflect the Exchange Ratio and expressed in shares of common stock, remained unvested and 7,676 had vested but not yet been settled into shares of common stock as of December 31, 2024. |

  21. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by, or paid to our named executive officers for the last two completed fiscal years.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Ryan Saadi, M.D., M.P.H. Chief Executive Officer | 2024 | 501,000 | 87,263,783(2) | 0 | 87,764,783 | | | 2023 | 501,000 | 0 | 0 | 501,000 | | Kirti Desai Chief Financial Officer | 2024 | 300,000 | 0 | 0 | 300,000 | | | 2023 | 300,000 | 0 | 0 | 300,000 | | Neal Flomenberg, M.D. Chief Scientific Officer and Global R&D Lead | 2024 | 350,000 | 0 | 0 | 350,000 | | | 2023 | 350,000 | 2,576,000 | 0 | 2,926,000 |

  23. Summary Compensation Table

    | (1) The amounts in this column reflect the full grant date fair value of RSUs computed in accordance with ASC 718, excluding estimates of forfeitures related to service-based vesting conditions. See our discussion of “Stock-Based Compensation” under Note 11 to our audited consolidated financial statements included in the 2024 Form 10-K for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the 2024 Form 10-K. The amount reported reflects the accounting cost for the RSUs and does not correspond to the actual value that may be recognized by the applicable grantee in connection with each award. | | (2) Further to a condition to the Closing pursuant to the Merger Agreement, on the Closing Date, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to Dr. Saadi (the “Special RSU Award”), the terms of which are described below under “—Narrative Disclosure to Summary Compensation Table—Equity Compensation.” The fair value per share for the Special RSU Award was determined to be $4.51 per share, equivalent to the closing price of the Company’s stock on the Closing Date, resulting in a total grant date fair value of $87,263,783. The fair value of the Special RSU Award as of December 31, 2024, was $19,929,423, based on a closing price per share of $1.03 on that date. |

  24. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by our named executive officers that were outstanding as of December 31, 2024. Our named executive officers did not hold any outstanding stock options as of December 31, 2024.

  25. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | Name | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ryan Saadi | - | - | | Kirti Desai | - | - | | Neal Flomenberg | 363,607(1) | $374,515(2) |

  26. Outstanding Equity Awards at Fiscal Year-End

    | (1) Reflects an award of 100,000 RSUs of Tevogen Bio originally granted on July 14, 2023 (the “2023 Flomenberg Award”), 75% of which remained unvested as of December 31, 2024, adjusted to reflect the Exchange Ratio and expressed in shares of common stock. The vesting of the 2023 Flomenberg Award requires the satisfaction of both a service-based condition and a performance-based condition (the “Liquidity Event Condition”). The Liquidity Event Condition was satisfied by the consummation of the Business Combination. The 2023 Flomenberg Award vested with respect to 25% of the RSUs on July 14, 2024 and will vest with respect to additional tranches of 25% on each anniversary thereof, subject to continued service. In addition, as of December 31, 2024, Mr. Flomenberg held 1,333,225 RSUs that had vested but had not yet been settled into shares of common stock. | | (2) Computed by multiplying the closing price of $1.03 per share of the common stock on December 31, 2024 by the number of RSUs. |

  27. What are my voting choices when voting for director nominees and what vote is needed to elect directors?

    What are my voting choices when voting for director nominees and what vote is needed to elect directors? In voting on the election of the Class I director nominees to serve until the 2028 annual meeting of stockholders, stockholders may vote in favor of each nominee, against each nominee, or may abstain as to each nominee. Directors are elected by a majority vote, which means that the Class I director nominees will be elected if the votes cast for each nominee’s election exceed the votes cast against such nominee’s election. Stockholders are not entitled to cumulative voting rights with respect to the election of directors. Abstentions will have no effect on the outcome of the election of the Class I director nominees. What are my voting choices when voting to ratify the appointment of THE COMPANY’S independent registered public accounting firm, and what vote is needed to ratify the appointment? In voting on the ratification of the appointment of our independent registered public accounting firm, stockholders may vote in favor of or against the ratification, or may abstain from voting on the ratification. The affirmative vote of the majority of the common stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve this proposal. Abstentions will be counted as present for purposes of determining a quorum and are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. We do not expect any broker non-votes in connection with this proposal since we expect brokers to have discretionary authority to vote on this proposal. This vote is advisory, and therefore not binding on the Board. Although the vote is non-binding, the Board will review the voting results, seek to determine the cause or causes of any significant negative voting, and take them into consideration when making decisions regarding our independent registered public accounting firm for this fiscal year and future fiscal years.