DEF 14A of OmniAb, Inc.
Filed Apr 26, 2024 · FY20230001846253-24-000023
Board of Directors and Director Nominees
Board of Directors and Director Nominees The following table provides summary information about each nominee for director and each continuing director.
Board of Directors and Director Nominees
| Nominees | Age(1) | Director Since | Term Expires | Principal Occupation | Committees | | Sarah Boyce | 52 | 2022 | 2024 | President and CEO of Avidity Biosciences, Inc. | Human Capital Management and Compensation Committee ("HCMCC") Chair | | Steve Love | 55 | 2023 | 2024 | CFO of Sift Science, Inc. | Audit Committee Chair, HCMCC | | Continuing Directors | | | | | | | Carolyn R. Bertozzi, Ph.D. | 57 | 2022 | 2025 | Anne T. and Robert M. Bass Professor of Chemistry, a professor of Chemical and Systems Biology and Radiology and the Baker Family Co-Director of Stanford ChEM-H. | Nominating and Corporate Governance ("NCG") Committee, Science and Technology Committee Chair, HCMCC | | Jennifer Cochran, Ph.D. | 52 | 2022 | 2026 | Shriram Chair of the Department of Bioengineering at Stanford University | NCG Committee Chair, Audit Committee, Science and Technology Committee | | Matthew W. Foehr | 51 | 2022 | 2026 | President and CEO of OmniAb, Inc. | | | John Higgins | 54 | 2022 | 2025 | Former Chief Executive Officer of Ligand Pharmaceuticals Incorporated | Board Chair | | Joshua Tamaroff | 38 | 2022 | 2025 | Partner, Avista Capital Partners | Audit Committee, NCG Committee |
Board of Directors and Director Nominees
(1)Ages as of April 1, 2024.
Board of Directors and Director Nominees
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Information Regarding Directors
Information Regarding Directors The names of the nominees and of our other current directors, their ages as of April 1, 2024, and certain other information about them are set forth below:
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
2027 Annual Meeting of Shareholders (Class II)
| SARAH BOYCE Director Age: 52 Director Since: 2022 Committees: •Human Capital Management & Compensation (Chair) | CAREER HIGHLIGHTS Sarah Boyce has served as President and Chief Executive Officer of Avidity Biosciences, Inc., a publicly-traded biotechnology company, since October 2019. Prior to joining Avidity, she served as a Director and President of Akcea Therapeutics (Nasdaq: AKCA), a publicly-traded biopharmaceutical company focused on serious and rare diseases, from April 2018 through September 2019. Ms. Boyce served as Chief Business Officer at Ionis Pharmaceuticals, Inc. (Nasdaq: IONS) from January 2015 to April 2018, where she was responsible for business development, alliance management, patient advocacy and investor relations. Prior to joining Ionis, she served as Vice President, Head of International Business Strategy and Operations at Forest Laboratories, Inc. Ms. Boyce held various positions with Alexion Pharmaceuticals Inc., Novartis Group AG (NYSE: NVS), Bayer AG and F. Hoffmann-La Roche AG. Ms. Boyce also served on the board of directors of Berkeley Lights Inc. (Nasdaq: BLI), a publicly-traded biopharmaceutical company, from July 2019 until May 2022. EDUCATION AND EXPERIENCE Ms. Boyce received a B.S. degree in microbiology from the University of Manchester, England. Ms. Boyce’s executive experience in the biopharmaceutical industry and knowledge of our business contributed to our board of directors’ conclusion that she should serve as a director of our company. |
2027 Annual Meeting of Shareholders (Class II)
| STEVE LOVE Director Age: 55 Director Since: 2023 Committees: •Audit (Chair) •Human Capital Management and Compensation | CAREER HIGHLIGHTS Steve Love has served as Chief Financial Officer of Sift Science, Inc., an AI platform-based company for identity-centric fraud prevention since April 2024. Prior to Sift, Mr. Love served as Chief Financial Officer at Heap Inc., a global SaaS product analytics company from September 2021 to December 2023. Prior to Heap, Mr. Love served as Chief Financial Officer at Juniper Square Inc. from 2020 to 2021 and, before that, served as Chief Financial Officer at Dialpad, Inc. since 2016. Mr. Love has spent nearly 30 years in finance, leading the growth strategy and data-driven decision-making at Mblox Inc. (acquired by CLX in July 2016), Evolv Inc. (acquired by Cornerstone OnDemand in November 2014), Affymax, Inc., and Connetics Corporation, among others. He began his career at Ernst & Young LLP, supporting private and public biotechnology and software companies. EDUCATION AND EXPERIENCE Mr. Love holds a Masters in accounting and a B.S. in accounting from the University of Southern California and is a Certified Public Accountant in California (inactive). Mr. Love’s extensive business experience, as well as his financial and accounting expertise, contributed to our board of directors’ conclusion that he should serve as a director of our company. |
Members of the Board of Directors Continuing in Office
Members of the Board of Directors Continuing in Office
2025 Annual Meeting of Shareholders (Class III)
| CAROLYN BERTOZZI, Ph.D. Director Age: 57 Director Since: 2022 Committees: • Science and Technology (Chair) • Nominating and Corporate Governance •Human Capital Management and Compensation | CAREER HIGHLIGHTS Since June 2015, Dr. Bertozzi has served at Stanford University, where she is currently the Anne T. and Robert M. Bass Professor of Chemistry, a professor of Chemical and Systems Biology and Radiology and the Baker Family Director of Sarafan ChEM-H. Since 2000, Dr. Bertozzi has also served as an Investigator at the Howard Hughes Medical Institute and is the former Director of the Molecular Foundry, a nanoscience research center at Lawrence Berkeley National Laboratory. From 1996 to 2015, she was a professor of Chemistry and Molecular and Cell Biology at the University of California, Berkeley. Dr. Bertozzi currently serves on the board of directors of Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY) and Xaira Therapeutics, a privately held biotechnology company, and previously served as a member of the board of directors of Eli Lilly and Company (NYSE: LLY) from February 2017 to August 2021. Dr. Bertozzi was awarded the 2022 Nobel Prize in Chemistry for the development of click chemistry and bioorthogonal chemistry, and was also awarded the 2022 Wolf Prize in Chemistry. In addition to her academic work, Dr. Bertozzi has founded multiple biotechnology start-ups based around her research. EDUCATION AND EXPERIENCE Dr. Bertozzi holds an undergraduate degree in chemistry from Harvard University and a Ph.D. in chemistry from the University of California, Berkeley. Dr. Bertozzi’s deep expertise in chemistry and biology and her corporate governance experience in the pharmaceutical industry contributed to our board of directors’ conclusion that she should serve as a director of our company. |
2025 Annual Meeting of Shareholders (Class III)
| JOHN HIGGINS Board Chair Age: 54 Director Since: 2022 | CAREER HIGHLIGHTS John Higgins served as Chief Executive Officer at Ligand Pharmaceuticals Incorporated from January 2007 to December 2022. Prior to joining Ligand, Mr. Higgins served as Chief Financial Officer at Connetics Corporation (Connetics), a specialty pharmaceutical company, since 1997, and also served as Executive Vice President, Finance and Administration and Corporate Development at Connetics until its acquisition by Stiefel Laboratories, Inc. in December 2006. Before joining Connetics, he was a member of the executive management team at BioCryst Pharmaceuticals Inc. (Nasdaq: BCRX). Prior to BioCryst, Mr. Higgins was a member of the healthcare banking team of Dillon, Read & Co. Inc., an investment banking firm. Mr. Higgins serves on the board, audit committee and nominations and governance committee of Bio-Techne Corporation (Nasdaq: TECH), a publicly-traded life sciences services company. Mr. Higgins has served as a director on numerous public and private companies. EDUCATION AND EXPERIENCE Mr. Higgins graduated Magna Cum Laude from Colgate University with an A.B. in economics. Mr. Higgins’ executive experience operating and managing public biotechnology companies, his prior service on other company boards and his financial transaction experience as an investment banker in the biopharmaceutical industry contributed to our board of directors’ conclusion that he should serve as a director of our company. | | JOSHUA TAMAROFF Director Age: 38 Director Since: 2022 Committees: •Audit •Nominating & Corporate Governance | CAREER HIGHLIGHTS Joshua Tamaroff joined Avista Capital Partners in 2009 and serves as a Partner. Prior to joining Avista, Mr. Tamaroff worked as an Analyst in the leveraged finance group at Lehman Brothers and Barclays Capital. Mr. Tamaroff currently serves as a director of Cosette Pharmaceuticals, Inc., GCM Holding Corporation, Probo Medical, Solmetex, Terrats Medical and United BioSource Corporation, and previously served as a director of InvestorPlace Media, IWCO Direct, OptiNose, Inc. (Nasdaq: OPTN), Organogenesis Holdings, Inc. (Nasdaq: ORGO) and WideOpenWest, Inc. (NYSE: WOW). EDUCATION AND EXPERIENCE Mr. Tamaroff received a Bachelor of Science from Cornell University and a Master of Business Administration from the Wharton School of the University of Pennsylvania, where he was a Palmer Scholar. Mr. Tamaroff's financial and corporate financing experience contributed to our board of directors’ conclusion that he should serve as a director of our company. |
2026 Annual Meeting of Shareholders (Class I)
| JENNIFER COCHRAN, Ph.D. Director Age: 52 Director Since: 2022 Committees: •Audit •Nominating and Corporate Governance (Chair) •Science and Technology | CAREER HIGHLIGHTS Jennifer Cochran, Ph.D. has served in numerous roles at Stanford University since 2005, where she is currently the Senior Associate Vice Provost of Research, Addie and Al Macovski Professor of Bioengineering. She is a founding member of the Stanford Department of Bioengineering, and served as its Chair from 2017 to 2022. Dr. Cochran has served as Chief Scientific Advisor to Red Tree Venture Capital, a life-sciences-focused investment fund, since she co-founded it in August 2020. Dr. Cochran was also the Chief Scientist of Lagunita Biosciences, a healthcare investment company and incubator, from October 2015 to April 2020. Prior to Stanford, she held several research positions at the Massachusetts Institute of Technology, most recently as a Postdoctoral Fellow. Dr. Cochran currently serves on the boards of directors of privately-held biotechnology companies Revel Pharmaceuticals, Excellergy Therapeutics, Biograph 55, Rondo Therapeutics, and Tachyon Therapeutics, and is a board observer at Acrigen Biosciences. She has also served on the boards of directors of privately-held biotechnology companies she founded including Combangio, Inc. (acquired by Kala Bio in 2021), as well as xCella Biosciences until its acquisition by Ligand Pharmaceuticals in 2020. EDUCATION AND EXPERIENCE Dr. Cochran received a B.S. degree in biochemistry from the University of Delaware and a Ph.D. in biological chemistry from the Massachusetts Institute of Technology. Dr. Cochran’s extensive bioengineering background and knowledge of the biopharmaceutical industry contributed to our board of directors’ conclusion that she should serve as a director of our company. |
2026 Annual Meeting of Shareholders (Class I)
| MATTHEW W. FOEHR President, Chief Executive Officer and Director Age: 51 Director Since: 2022 | CAREER HIGHLIGHTS Matthew W. Foehr is President and Chief Executive Officer and a member of our board of directors, and has more than 25 years of pharmaceutical industry experience managing operations, technology development and global research and development programs. Mr. Foehr previously served as President and Chief Operating Officer at Ligand Pharmaceuticals from 2015 to 2022 and prior to that, served as Ligand’s Executive Vice President and Chief Operating Officer since 2011. Prior to joining Ligand, he was Vice President and Head of Consumer Dermatology R&D, as well as Acting Chief Scientific Officer of Dermatology, in the Stiefel division of GlaxoSmithKline. Following GSK’s acquisition of Stiefel in 2009, Mr. Foehr led the R&D integration of Stiefel into GSK. At Stiefel Laboratories, Mr. Foehr served as Senior Vice President of Global R&D Operations, Senior Vice President of Product Development & Support, and Vice President of Global Supply Chain Technical Services. Prior to Stiefel, Mr. Foehr held various executive roles at Connetics Corporation including Senior Vice President of Technical Operations and Vice President of Manufacturing. Mr. Foehr serves on the Board of Directors of Viking Therapeutics, Inc., (Nasdaq: VKTX) a publicly-traded biotechnology company and served as a director of Ritter Pharmaceuticals, Inc. from 2015 until its merger with Qualigen Therapeutics, Inc. in 2020. EDUCATION AND EXPERIENCE Mr. Foehr received his BS degree in biology from Santa Clara University. Mr. Foehr's executive experience operating and managing public biotechnology and pharmaceutical companies as well as his service on other company boards contributed to our board of directors’ conclusion that he should serve as a director of our company. |
Identification and Evaluation of Nominees for Directors
Identification and Evaluation of Nominees for Directors The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise. If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election, the nominating and corporate governance committee may identify the desired skills and experience of a new nominee in light of the criteria above, in which case, the nominating and corporate governance committee would generally poll our board of directors and members of management for their recommendations. The nominating and corporate governance committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations, the nominating and corporate governance committee evaluates each individual in
Identification and Evaluation of Nominees for Directors
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Identification and Evaluation of Nominees for Directors
the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent shareholder interests through the exercise of sound judgment. After review of and deliberation on all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors. The nominating and corporate governance committee evaluates nominees recommended by shareholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our shareholders and do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from shareholders will be evaluated in the same manner that potential nominees suggested by board members, management or other parties are evaluated. Under our bylaws, shareholders wishing to suggest a candidate for director should write to our corporate secretary and provide such information about the shareholder and the proposed candidate as is set forth in our bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the shareholder must include the consent of the candidate and describe any arrangements or undertakings between the shareholder and the candidate regarding the nomination. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2025 annual meeting, the recommendation should be received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Shareholder Proposals.”
Elements of Executive Compensation
Elements of Executive Compensation Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based bonuses and long-term incentive compensation. We also provide our NEOs with severance and change-in-control benefits, as well as other
Summary Compensation Table
Summary Compensation Table The following table provides certain information regarding the compensation earned by our named executive officers during the fiscal years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and principal position(1) | Year | Salary ($) | Bonus ($) | Restricted Stock awards ($)(2) | Option awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($) | Total ($) | | Matthew W. Foehr Chief Executive Officer and Director | 2023 | 563,542 | — | 410,156 | 1,271,419 | 394,479 | 7,828(6) | 2,647,424 | | | 2022 | 541,658 | — | 2,019,986 | 3,668,541 | 311,454 | 114,604(7) | 6,656,243 | | Kurt A. Gustafson (4) Chief Financial Officer | 2023 | 456,134 | — | 152,344 | 472,241 | 205,260 | 7,828(6) | 1,293,807 | | | 2022 | 343,751 | 50,000(5) | 1,145,920 | 3,270,350 | 158,125 | 6,601(8) | 4,974,747 | | Charles S. Berkman Chief Legal Officer and Secretary | 2023 | 485,576 | — | 152,344 | 472,241 | 218,509 | 7,828(6) | 1,336,498 | | | 2022 | 476,393 | — | 1,188,266 | 2,157,976 | 246,533 | 11,401(9) | 4,080,569 |
Summary Compensation Table
(1)On November 1, 2022, APAC, completed the Business Combination with Legacy OmniAb, a wholly owned subsidiary of Ligand. Following the Business Combination, we changed our name from Avista Public Acquisition Corp. II to OmniAb, Inc. Immediately prior to the Business Combination each of our named executive officers were employed by Ligand or its subsidiaries. Accordingly, all pre-Business Combination payments and benefits described below were provided by Ligand and decisions regarding past compensation of our named executive officers were made by Ligand’s HCMCC prior to the Business Combination. (2)Reflects the grant date fair value for option awards granted to our named executive officers following the Business Combination in 2022 and 2023, and for option awards granted to our named executive officers by Ligand in 2022 prior to the Business Combination, calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (Topic 718). The assumptions used to calculate the value of the option and RSU awards granted by us in 2022 and 2023 are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 25, 2024.
Summary Compensation Table
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Table of Contents
| SUMMARY COMPENSATION TABLE |
Director Compensation Table
Director Compensation Table The following table provides information related to the compensation of each of our non-employee directors for fiscal year 2023. Matthew Foehr, our only employee director, received no compensation for his service as a member of the board. Mr. Foehr’s compensation is described under “Executive Compensation” above.
Director Compensation Table
| Name | Fees Paid in Cash ($) | Option Awards ($)(1) | RSU Awards ($)(1) | Total ($) | | Carolyn R. Bertozzi, Ph.D. | 60,292 | 105,780 | 281,179 | 447,251 | | Sarah Boyce | 30,823 | 192,324 | 133,400 | 356,547 | | Jennifer Cochran, Ph.D. | 44,094 | 278,868 | 170,601 | 493,563 | | John Higgins | 80,208 | 430,594 | 264,147 | 774,949 | | Steve Love(2) | — | 191,144 | 180,400 | 371,544 | | Sunil Patel(3) | 24,719 | 97,526 | 47,188 | 169,433 | | Joshua Tamaroff | 59,583 | 105,780 | 281,179 | 446,542 |
Director Compensation Table
(1)Reflects the grant date fair value for option and RSU awards granted in 2023 calculated in accordance with Topic 718. The assumptions used to calculate the value of the option and RSU awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 25, 2024. (2)Elected in November 2023 to fill vacancy created by the passing of former director Sunil Patel. (3)Sunil Patel passed away in August 2023. As of December 31, 2023, our non-employee directors listed in the table above (or, in the case of Mr. Patel, his estate) held outstanding stock awards and options as follows:
Director Compensation Table
| Name | Number of Shares Underlying Restricted Stock Units | Number of Shares Underlying Outstanding Stock Options | | Carolyn R. Bertozzi, Ph.D. | 55,538 | 240,000 | | Sarah Boyce | 20,000 | 162,855 | | Jennifer Cochran, Ph.D. | 21,896 | 172,818 | | John Higgins | 59,517 | 2,030,967 | | Steve Love | 40,000 | 80,000 | | Sunil Patel | — | 214,706 | | Joshua Tamaroff | 55,538 | 240,000 |
Director Compensation Table
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Director Compensation Table
| Equity Compensation Plan Information |
Director Compensation Table
The following table summarizes securities available under our equity compensation plans as of December 31, 2023.
Director Compensation Table
| | (A) Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2) | (B) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(3) | (C) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) | | Equity compensation plans approved by security holders(1) | | | | | 2022 Incentive Award Plan | 11,228,608 | $3.81 | 12,063,980 | | 2022 OmniAb Service Provider Assumed Award Plan | 5,540,381 | $11.86 | — | | 2022 Ligand Service Provider Assumed Award Plan | 6,144,555 | $12.29 | — | | 2022 Employee Stock Purchase Plan (4) | | | 2,225,983 | | Equity compensation plans not approved by security holders | — | $— | — | | Total Equity Incentive Plans | 22,913,544 | | 14,289,963 |
Director Compensation Table
(1)The material features of our equity incentive plans are more fully described in Notes 10 and 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 25, 2024. (2)Includes shares subject to outstanding PRSUs (at target) granted under our equity compensation plans. (3)The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs and PRSUs, which have no exercise price. (4)Represents 2,225,983 shares available for issuance under the 2022 Employee Stock Purchase Plan as of December 31, 2023 (all of which were eligible to be purchased during the offering period in effect on such date
Director Compensation Table
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Director Compensation Table
The following is a description of transactions since our inception on February 5, 2021 to which we have been a party, in which the amount involved exceeds $120,000 or, if less, one percent of the average of our total assets amounts at year end for the last two completed fiscal years), and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, from unaffiliated third parties.