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TABLE OF CONTENTS
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| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | |
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2023 PROXY STATEMENT SUMMARY
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Date:
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| | June 13, 2023 | |
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Time:
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| | 8:00 a.m. Eastern Daylight Time | |
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Location:
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| | The meeting can be accessed by visiting https://web.lumiagm.com/236626312, where you will be able to attend the meeting live via webcast, submit questions and vote online. There will be no physical location for stockholders to attend. | |
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Record Date:
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| | April 17, 2023 | |
| Number of Common Shares Eligible to Vote as of the Record Date: | | |
53,652,487
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| | | | | | |
Board Recommendation
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| |
Page Reference
(for more detail) |
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Proposal 1:
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| | Elect Seven Directors | | |
☒
FOR EACH NOMINEE
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35
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Proposal 2:
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| | Approve an amendment to our Charter to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-50, at any time prior to November 1, 2023, the implementation and timing of which shall be subject to the discretion of our Board of Directors | | |
☒
FOR
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36
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Proposal 3:
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| | Ratify the appointment of KPMG LLP as Independent Registered Public Accounting Firm for the 2023 Fiscal Year | | |
☒
FOR
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43
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Proposal 4:
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| | Approve, on an advisory basis, the compensation of our named executive officers | | |
☒
FOR
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44
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Proposal 5:
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| | Approve the Zynerba Pharmaceuticals, Inc. 2023 Stock Option and Incentive Plan | | |
☒
FOR
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45
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Proposal 6:
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| | Approve, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance and sale of 20% or more of the Company’s common stock in connection with a Purchase Agreement with Lincoln Park Capital Fund, LLC | | |
☒
FOR
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51
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2023 PROXY STATEMENT SUMMARY (continued)
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Board Recommendation
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Page Reference
(for more detail) |
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Proposal 7:
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| | Approve the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 2 | | |
☒
FOR
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| |
53
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| | | | | | | | | | | |
Committee Membership
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| ||||||
Name
|
| |
Age
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| |
Director
Since |
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Principal Occupation
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AC
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| |
CC
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| |
NCGC
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|
Armando Anido | | |
65
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| |
2014
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| | Chairman & Chief Executive Officer of Zynerba Pharmaceuticals, Inc. | | | | | | | | | | |
John P. Butler
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58
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2018
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| |
President and Chief Executive Officer of Akebia Therapeutics, Inc.
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| | | | |
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| |
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Warren D. Cooper, MB, BS, BSc, MFPM†
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| |
70
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| |
2015
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| |
Chief Medical Officer of Healthcare Royalty
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| | | | |
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William J. Federici
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63
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2015
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Retired Senior Vice President and Chief Financial Officer of West Pharmaceutical Services, Inc.
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| | | | | | |
Daniel L. Kisner, MD
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76
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2015
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| |
Independent Consultant
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| | | | |
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Kenneth I. Moch
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68
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| |
2015
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| |
President of Euclidean Life Science Advisors, LLC
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| |
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| | | |
Pamela Stephenson
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| |
55
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| |
2019
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| |
Independent Consultant
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| | | | | | | |
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2023 PROXY STATEMENT SUMMARY (continued)
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|
| Size of Board (set by the Board) | | | 7 | |
| Number of Independent Directors | | | 6 | |
| Lead Independent Director | | | Yes | |
| Board Self-Evaluation | | | Annual | |
| Review of Independence of Board | | | Annual | |
| Independent Directors Meet Without Management Present | | | Yes | |
| Annual Director Elections | | | Yes | |
| Voting Standard for Election of Directors | | | Plurality(1) | |
| Diversity of Board background, experience and skills | | | Yes | |
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GENERAL INFORMATION
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GENERAL INFORMATION (continued)
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GENERAL INFORMATION (continued)
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Proposal
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| |
Votes Required
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| |
Treatment of Votes Withheld,
Abstentions and Broker Non-Votes |
| |
Broker
Discretionary Voting |
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Proposal 1 – Election of Seven Directors | | | Plurality of shares present in person (virtually) or by proxy and entitled to vote on the election. | | | Votes withheld and broker non-votes have no effect. | | |
No
|
|
Proposal 2 – Approve an amendment to our Charter to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-50, at any time prior to November 1, 2023, the implementation and timing of which shall be subject to the discretion of our Board of Directors | | | Majority of the outstanding shares entitled to vote. | | | Abstentions and broker non-votes will have the effect of votes against. | | |
Yes
|
|
Proposal 3 – Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the 2023 Fiscal Year | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | |
Yes
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|
Proposal 4 – Approval, on a non-binding advisory basis, of the compensation of our named executive officers | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | |
No
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|
Proposal 5 – Approval of Zynerba Pharmaceuticals, Inc. 2023 Stock Option and Incentive Plan | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | |
No
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Proposal 6 – Approve, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance and sale of 20% or more of the Company’s common stock in connection with a Purchase Agreement with Lincoln Park Capital Fund, LLC | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | |
No
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Proposal 7 – Approve an adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal 2 | | | Majority of shares present in person (virtually) or represented by proxy and entitled to vote on the proposal. | | | Abstentions will have the effect of votes against. Broker non-votes will have no effect. | | |
Yes
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GENERAL INFORMATION (continued)
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Mailing your signed proxy card or voter instruction card.
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Using the Internet at www.voteproxy.com.
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Calling toll-free from the United States, U.S. territories and Canada to 1-800-776-9437.
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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Committee Membership
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Name, Age
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Age
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Position
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AC
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CC
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NCGC
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Armando Anido | | |
65
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| | Chairman of the Board and CEO | | | | | | | | | | |
Terri B. Sebree | | |
65
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| | President | | | | | | | | | | |
James E. Fickenscher | | |
59
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| | CFO and VP, Corporate Development | | | | | | | | | | |
Albert P. Parker | | |
57
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| | Chief Legal Officer and Corporate Secretary | | | | | | | | | | |
Brian Rosenberger | | |
54
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| | VP, Commercial and Business Development | | | | | | | | | | |
John P. Butler
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| |
58
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| |
Director
|
| | | | |
|
| |
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Warren D. Cooper, MB, BS, BSc, MFPM†
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70
|
| |
Director
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| |
|
| | | | |
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William J. Federici
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63
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| |
Director
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| | | | | | |
Daniel L. Kisner, MD
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76
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| |
Director
|
| | | | |
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| | | |
Kenneth I. Moch
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68
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| |
Director
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| |
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| |
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Pamela Stephenson
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55
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Director
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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
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| ARMANDO ANIDO | | ||||||
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Age: 65
Chairman and Chief Executive Officer Since: 2014 |
| |
Committee Memberships: N/A
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| | Other Public Directorships: Altamira Therapeutics Ltd.; SCYNEXIS, Inc. | |
| Armando Anido has served as chairman of our Board and as our chief executive officer since October 2014. Prior to joining our company, Mr. Anido served as our business consultant from May 2014 to October 2014. Mr. Anido has more than 40 years of executive, operational and commercial leadership experience in the pharmaceutical industry. Mr. Anido served as chief executive officer and as a director of NuPathe, Inc. (“NuPathe”), a publicly-traded specialty pharmaceutical company, from July 2012 through March 2014, during which time he led the company through U.S. Food and Drug Administration (“FDA”) approval of its lead product Zecuity®, a transdermal patch for migraines. Prior to joining NuPathe, Mr. Anido served as chief executive officer and president and as a director of Auxilium Pharmaceuticals, Inc. (“Auxilium”), a specialty pharmaceutical company, from July 2006 through December 2011, where he led the company in its commercialization of its lead product, Testim®, a testosterone gel. Additionally, Mr. Anido led the company through the FDA approval and commercialization of Xiaflex®, an injectable collagenase for Dupuytren’s Contracture. Mr. Anido currently serves as a director of Altamira Therapeutics (formerly Auris Medical), a pharmaceutical company, and has held such position since April 2016, and as a director of Scynexis, Inc. a pharmaceutical company, and has held such position since January 2019. He formerly served as a director of Aviragen Therapeutics, a pharmaceutical company, from October 2015 to March 2018, Respira Therapeutics, Inc., a pharmaceutical company, from May 2012 through September 2014, and Adolor Corporation, a pharmaceutical company, from September 2003 through December 2011. Mr. Anido holds a B.S. in Pharmacy and an MBA, both from West Virginia University. | | ||||||
| Skills and Qualifications: With more than 40 years of experience in the pharmaceutical industry, Mr. Anido brings valuable executive, operational and commercial expertise to our Board. | |
| TERRI B. SEBREE | | ||||||
|
Age: 65
President Officer Since: 2014 |
| | | | |
Other Public Directorships: None
|
|
| Terri B. Sebree has served as our president since October 2014, and served as our treasurer from October 2014 to December 2014. Prior to joining our Company, Ms. Sebree served as our business consultant from May 2014 to October 2014. Ms. Sebree has more than 35 years of executive, development and operational experience in the pharmaceutical industry, particularly in central nervous system product development. Ms. Sebree founded and served as president of NuPathe, a specialty pharmaceutical company, from February 2005 until April 2014, where she led the effort to develop, achieve regulatory approval for and complete manufacturing of the company’s lead product, Zecuity, a transdermal patch for migraines. Prior to founding NuPathe, Ms. Sebree served as senior vice president, development of Auxilium, a specialty pharmaceutical company, where she led the development and approval program of Testim, a testosterone gel. Prior to joining Auxilium, Ms. Sebree served as executive vice president, U.S. Operations at IBAH, Inc., a contract research organization. Prior to that, Ms. Sebree served in a variety of management roles with Abbott Laboratories Inc., a global healthcare company, for over nine years. Ms. Sebree currently serves on the board of directors of Serodus ASA, a private Scandinavian pharmaceutical company. Ms. Sebree holds a B.S. from Texas A&M University. | |
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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
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|
| JAMES E. FICKENSCHER | | ||||||
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Age: 59
CFO and VP, Corporate Development Officer Since: 2016 |
| | | | |
Other Public Directorships: None
|
|
| James E. Fickenscher has served as our chief financial officer, vice president corporate development since September 2016. Mr. Fickenscher has more than 35 years of financial, business development and executive leadership experience in the pharmaceutical industry. Prior to joining our Company, he served as the senior vice president, chief financial officer of Antares Pharma, Inc., a specialty pharmaceutical company, from November 2014 to September 2016. Previously, Mr. Fickenscher served as chief financial officer of Auxilium Pharmaceuticals, Inc., a specialty biopharmaceutical company, from May 2005 until August 2014. From January 2000 until April 2004, Mr. Fickenscher served as senior vice president chief financial officer of Aventis Behring L.L.C., a wholly owned subsidiary of Aventis, predecessor to Sanofi S.A. Mr. Fickenscher joined Aventis Behring L.L.C. in 1995 as vice president, business development and strategic planning and, from that time until 2000, also held the positions of general manager, Japan and vice president & general manager, Hemophilia Business Unit. Throughout his tenure at Aventis Behring L.L.C, he was also responsible for strategic planning. Prior to Aventis Behring L.L.C., Mr. Fickenscher worked at Rhone-Poulenc Rorer, predecessor to Sanofi S.A., in its Collegeville, PA and Paris, France offices and at Deloitte & Touche LLP. Mr. Fickenscher received his B.S. at Bloomsburg University of Pennsylvania. He is a member of the American Institute of Certified Public Accountants. | |
| ALBERT P. PARKER | | ||||||
|
Age: 57
Chief Legal Officer and Corporate Secretary Officer Since: 2022 |
| | | | |
Other Public Directorships: None
|
|
| Albert P. Parker has served as our Chief Legal Officer since February 2022. Mr. Parker is an accomplished business and legal executive with more than 25 years of experience in highly regulated industries, including pharmaceuticals, biotech, and medical diagnostics. He has developed deep operating and legal expertise in various C-suite roles for publicly traded healthcare companies and has a proven track record of successfully managing corporate operations and leading legal and compliance teams on a global scale. Prior to Zynerba, Mr. Parker served as Chief Operating Officer and Corporate Secretary for Oncocyte Corporation, a Nasdaq-listed molecular diagnostics company where he led significant M&A and other transactions and had overall P&L responsibility for corporate and lab operations and G&A departments including Legal, HR, IT, and Facilities. Additional roles over the course of his career include Executive VP, General Counsel and Corporate Secretary for Sunovion, a multinational pharma company, and Senior VP & Global Chief Counsel for Wyeth, a Fortune 100 biopharmaceutical company. A former partner at an AmLaw 250 law firm and founder of a healthcare boutique, Mr. Parker received his J.D. from the University of Pennsylvania Law School, and his B.A. in Economics from Penn State University. | |
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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
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|
| BRIAN ROSENBERGER | | ||||||
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Age: 54
VP, Commercial and Business Development Officer Since: 2017 |
| | | | |
Other Public Directorships: None
|
|
| Brian Rosenberger has served as our vice president, commercial and business development, since January 2017. Over his career in the pharmaceutical industry, Mr. Rosenberger has held several leadership roles in marketing, sales, business development analytics and alliance management. Prior to joining our Company, he was vice president, alliance & strategic portfolio management at Cipher Pharmaceuticals, a publicly-traded, Canadian-based dermatology company, from May 2015 to January 2017, where he managed the company’s global portfolio. From 2008 to April 2015, Mr. Rosenberger also held various roles of increasing responsibility at Auxilium Pharmaceuticals, a specialty biopharmaceutical company. In his last role as executive director, corporate development & licensing and alliance management he participated in several transformational M&A, licensing and co-promotion deals through and including Endo International’s acquisition of Auxilium in January 2015. Prior to joining Auxilium, Mr. Rosenberger held sales managerial positions at Neurocrine Biosciences during the initial commercial build-out of the organization and spent over a decade at GlaxoSmithKline in various U.S. and global commercial roles within specialty markets. Mr. Rosenberger received a B.A. double major in Political Science/Policy and Management Studies from Dickinson College in Carlisle, PA. | |
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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
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| WARREN D. COOPER, MB, BS, BSC, MFPM | | ||||||
|
Age: 70
Board Member Since: 2015 |
| | Committee Memberships: Audit Committee, Member; Nominating and Corporate Governance Committee, Member | | |
Other Public Directorships: None
|
|
| Warren D. Cooper, MB, BS, BSc, MFPM has served as a member of our Board since August 2015. Dr. Cooper is a U.K.-trained physician with more than 40 years of experience in the global pharmaceutical industry. Since January 2017, Dr. Cooper has served as chief medical officer of Healthcare Royalty, a healthcare investment firm. Prior to joining Healthcare Royalty in January 2017, Dr. Cooper served as the president of Coalescence Inc., a healthcare and pharmaceutical development consultancy, where he held various positions since 1999. Dr. Cooper was the chief executive officer of Prism Pharmaceuticals, Inc., a venture-backed, specialty pharmaceutical company that he led from inception in September 2004 until the sale of the company to Baxter International in May 2011. His career in the pharmaceutical industry began with Merck, Sharp and Dohme and spanned 12 years, initially as a clinical research physician in the United Kingdom, then as head of European and, subsequently, Worldwide Clinical Research Operations for Merck Research Laboratories across all therapeutic areas. Moving to AstraMerck (now AstraZeneca PLC, or “AstraZeneca”), in a broad clinical development role, he eventually led that company’s cardiovascular business division, a role with full business lifecycle leadership from in-licensing through development, to P&L responsibility for sales and marketing. Dr. Cooper is a member of the Faculty of Pharmaceutical Medicine of the Royal Colleges of Physicians of the United Kingdom. He has previously served on the boards of directors of Nutrition 21, Inc., Nuron Biotech Inc., Cardiorentis AG and the World Affairs Council of Philadelphia. Dr. Cooper holds a B.Sc. in Physiology, an M.B. and a B.S., each from the London Hospital, University of London. | | ||||||
| Skills and Qualifications: With more than 40 years of experience in the global pharmaceutical industry, Dr. Cooper brings valuable expertise in pharmaceutical company leadership and clinical pharmaceutical research to our Board. | |
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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
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| DANIEL L. KISNER, MD | | ||||||
|
Age: 76
Board Member Since: 2015 |
| | Committee Memberships: Compensation Committee, Chair | | | Other Public Directorships: Dynavax Technologies Corporation; Oncternal Therapeutics; and Histogen Inc. | |
| Daniel L, Kisner, MD has served as a member of our Board since August 2015. Dr. Kisner has served as an independent consultant to the pharmaceutical/biotech industry since 2011. From 2003 until 2011 he served as a venture partner/partner at Aberdare Ventures, a venture firm with a focus on investing in healthcare technology companies. Prior to that he was president and chief executive officer of Caliper Technologies Corp. (“Caliper”) from 1999 until 2003, and served as chairman of Caliper until 2008. He led Caliper from a startup dealing with microfluidic lab-on-a-chip technology to a publicly traded commercial company. From 1991 until 1999, he served as chief operating officer and president of Isis Pharmaceuticals, Inc., a biomedical pharmaceutical company. Prior thereto, Dr. Kisner was division vice president of Pharmaceutical Development at Abbott Laboratories and vice president of Clinical Research at SmithKline Beckman Laboratories. In addition, he previously held a tenured position at the University of Texas School of Medicine at San Antonio and is certified by the American Board of Internal Medicine in Internal Medicine and Medical Oncology. Dr. Kisner served on the board of directors of Tekmira Pharmaceuticals from 2010 until March 2015 and Lpath Inc. from July 2012 until December 2016, and he currently serves on the boards of directors of Dynavax Technologies Corporation chairing the nominating and governance committee, Oncternal Therapeutics (audit and compensation committee) and Histogen Inc. (compensation committee). Dr. Kisner holds a B.A. degree from Rutgers University and an M.D. from Georgetown University. | | ||||||
| Skills and Qualifications: With more than 30 years of healthcare technology experience, Dr. Kisner brings valuable expertise in healthcare technology company leadership and investing, including prior experience in growing a research-stage company to a commercially successful, publicly-traded company, to our Board. | |
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
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|
| KENNETH I. MOCH | | ||||||
|
Age: 68
Board Member Since: 2015 |
| | Committee Memberships: Audit Committee, Member; Compensation Committee, Member | | | Other Public Directorships: Gamida Cell, Ltd. | |
| Kenneth I. Moch has served as a member of our Board since August 2015. Mr. Moch has more than 35 years of experience in managing and financing biomedical technologies, and has played a key role in building six life science companies. Mr. Moch currently serves as president of Euclidean Life Science Advisors, LLC, where he provides management and advisory services for early-stage biotechnology companies. From October 2016 until March 2020, Mr. Moch served as the president and chief executive officer of Cognition Therapeutics, Inc. He previously was a managing partner of The Salutramed Group, LLC, from September 2015 until October 2016, where he provided strategic and tactical counsel to the biotechnology and pharmaceutical industries. From April 2010 to April 2014, he served as president and chief executive officer, and as a director, of Chimerix, Inc., having joined the company as chief operating officer in June 2009. Previously, he was president and chief executive officer of three other life science companies — BioMedical Enterprises, Inc., Alteon, Inc., and Biocyte Corporation — and was a co-founder and vice president of The Liposome Company, Inc. He also served as managing director of Healthcare Investment Banking at ThinkEquity Partners and as a management consultant with McKinsey & Company. Mr. Moch has served as a director of Gamida Cell Ltd. (Nasdaq: GMDA), a biopharmaceutical company, since September 2016. In the public policy arena, Mr. Moch served for over 15 years as a member of the board of the Biotechnology Innovation Organization where he held numerous leadership roles in policy areas including capital formation, business development and regulatory policy, and chaired BIO’s Bioethics Committee and co-chaired the Emerging Companies Section Strategy and Policy Committee. He also previously served as chairman of BioNJ, New Jersey’s biotechnology trade organization. He is a Faculty Affiliate of the Division of Medical Ethics, Department of Population Health at the NYU School of Medicine. Mr. Moch holds an A.B. in Biochemistry from Princeton University and an M.B.A. with emphasis in Finance and Marketing from the Stanford Graduate School of Business. | | ||||||
| Skills and Qualifications: With more than 35 years of experience in the biomedical technology and pharmaceutical industries, Mr. Moch brings valuable expertise in biomedical technology company leadership and financing matters to our Board. | |
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
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| PAMELA STEPHENSON | | ||||||
|
Age: 55
Board Member Since: 2019 |
| | Committee Memberships: Nominating and Corporate Governance Committee, Chair | | |
Other Public Directorships: None
|
|
| Pamela Stephenson was appointed as a member of our Board of Directors in February 2019. Ms. Stephenson has more than 20 years of experience leading the development and implementation of pharmaceutical marketing plans. Ms. Stephenson currently serves as an independent consultant for companies in the pharmaceutical industry. From March 2019 through April 2023, Ms. Stephenson served as chief commercial officer for Albireo Pharma, Inc., a publicly traded biopharmaceutical company that was acquired by Ipsen in March 2023. Prior to that, she served as a vice president at Vertex Pharmaceuticals, Inc. (“Vertex”), a publicly traded global biotechnology company, from July 2008 to March 2019, where she was responsible for leading the global market access and pricing strategy for current and future products. Earlier in her tenure at Vertex, Ms. Stephenson led marketing and sales activities for the company’s hepatitis C and cystic fibrosis lines of business, and oversaw the U.S. launches of Incivek® (telaprevir) and Orkambi® (lumacaftor/ivacaftor). Prior to Vertex, Ms. Stephenson held roles of increasing strategic importance at Pfizer Inc., a publicly traded global pharmaceutical company, from October 1998 to June 2008. Ms. Stephenson received her B.A. from Brown University and M.P.H. from the Boston University School of Public Health. | | ||||||
| Skills and Qualifications: With her extensive experience in the commercialization and marketing of pharmaceutical products, including for the treatment of rare and near rare diseases, Ms. Stephenson brings valuable expertise in commercial planning, market development, product launch and market access to our Board. | |
Director Skills and Experience
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Anido
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Butler
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Cooper
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Federici
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Kisner
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Moch
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Stephenson
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Executive Compensation
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| | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
Regulatory Risk Management
|
| | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| |
Commercialization/Sales & Marketing
|
| | |
|
✓
|
| | | |
|
✓
|
| | | | | | | | | | | | | | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| |
Corporate Strategy & Business Development
|
| | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| |
Partnering/Mergers & Acquisitions
|
| | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| | | |
|
✓
|
| |
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
|
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
|
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
|
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
|
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
|
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
|
|
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (continued)
|
|
|
DIRECTOR COMPENSATION
|
|
Name of Non-Employee Director
|
| |
Fee Earned or
Paid in Cash ($) |
| |
Stock
Awards ($)(1)(2) |
| |
Option
Awards ($)(2)(3) |
| |
Total ($)
|
| ||||||||||||
Warren D. Cooper, MB, BS, BSc, MFPM(4)
|
| | | | 85,000 | | | | | | 23,340 | | | | | | 26,660 | | | | | | 135,000 | | |
John P. Butler(4)
|
| | | | 52,500 | | | | | | 23,340 | | | | | | 26,660 | | | | | | 102,500 | | |
William J. Federici(4)
|
| | | | 60,000 | | | | | | 23,340 | | | | | | 26,660 | | | | | | 110,000 | | |
Daniel L. Kisner, M.D.(4)
|
| | | | 55,000 | | | | | | 23,340 | | | | | | 26,660 | | | | | | 105,000 | | |
Kenneth I. Moch(4)
|
| | | | 57,500 | | | | | | 23,340 | | | | | | 26,660 | | | | | | 107,500 | | |
Pamela Stephenson(4)
|
| | | | 50,000 | | | | | | 23,340 | | | | | | 26,660 | | | | | | 100,000 | | |
|
DIRECTOR COMPENSATION (continued)
|
|
Position
|
| |
Additional Cash
Retainer in 2022 ($) |
| |||
Audit Committee | | | | | | | |
Chair
|
| | | | 20,000 | | |
Member
|
| | | | 10,000 | | |
Compensation Committee | | | | | | | |
Chair
|
| | | | 15,000 | | |
Member
|
| | | | 7,500 | | |
Nominating and Corporate Governance Committee | | | | | | | |
Chair
|
| | | | 10,000 | | |
Member
|
| | | | 5,000 | | |
|
EXECUTIVE COMPENSATION
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-equity
incentive plan compensation ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total ($)
|
| |||||||||||||||||||||
Armando Anido
|
| | | | 2022 | | | | | | 633,000 | | | | | | 578,400 | | | | | | 368,467 | | | | | | 284,331 | | | | | | 17,204 | | | | | | 1,881,402 | | |
Chairman of the Board and CEO
|
| | | | 2021 | | | | | | 603,000 | | | | | | 772,642 | | | | | | 446,472 | | | | | | 379,675 | | | | | | 10,685 | | | | | | 2,212,474 | | |
James E. Fickenscher
|
| | | | 2022 | | | | | | 449,253 | | | | | | 409,700 | | | | | | 242,413 | | | | | | 141,187 | | | | | | 17,182 | | | | | | 1,259,735 | | |
CFO and VP, Corporate Development
|
| | | | 2021 | | | | | | 422,230 | | | | | | 372,320 | | | | | | 215,145 | | | | | | 175,127 | | | | | | 10,663 | | | | | | 1,195,485 | | |
Terri B. Sebree
|
| | | | 2022 | | | | | | 486,236 | | | | | | 409,700 | | | | | | 242,413 | | | | | | 225,710 | | | | | | 17,204 | | | | | | 1,381,263 | | |
President
|
| | | | 2021 | | | | | | 464,409 | | | | | | 537,000 | | | | | | 303,409 | | | | | | 288,933 | | | | | | 10,685 | | | | | | 1,604,436 | | |
|
EXECUTIVE COMPENSATION (continued)
|
|
| Abeona Therapeutics | | | Concert Pharmaceuticals, Inc. | | | Minerva Neurosciences, Inc. | |
| Acelrx Pharmaceutical | | | Corbus Pharmaceuticals, Inc. | | | Ocular Therapeutics, Inc. | |
| Ardelyx, Inc | | | Cymabay Therapeutics | | | Otonomy, Inc. | |
| Assembly Biosciences, Inc | | | Geron Corp. | | | Ovid Therapeutics Inc. | |
| Athersys, Inc. | | | Glycomimetics, Inc. | | | Relmada Therapeutic | |
| Calithera Biosciences | | | Lipocine Inc. | | | Syros Pharmaceuticals, Inc. | |
| Cara Therapeutics, Inc. | | | Marinus Pharmaceuticals, Inc. | | | Ziopharm Oncology, Inc. | |
| Catabasis Pharmaceuticals, Inc. | | | Medicinova | | | | |
| Abeona Therapeutics | | | Concert Pharmaceuticals, Inc. | | | Minerva Neurosciences, Inc. | |
| Acelrx Pharmaceutical | | | Corbus Pharmaceuticals, Inc. | | | Otonomy, Inc. | |
| Ardelyx, Inc | | | Cymabay Therapeutics | | | Ovid Therapeutics Inc. | |
| Assembly Biosciences, Inc | | | Glycomimetics, Inc. | | | Provention Bio, Inc. | |
| Athersys, Inc. | | | Kalvista Pharmaceuticals, Inc. | | | Syros Pharmaceuticals, Inc. | |
| Calithera Biosciences | | | Lipocine Inc. | | | Vistagen Therapeutics, Inc. | |
| Capricor Therapeutics, Inc. | | | Marinus Pharmaceuticals, Inc. | | | | |
| Clene, Inc. | | | Medicinova | | | | |
|
EXECUTIVE COMPENSATION (continued)
|
|
|
EXECUTIVE COMPENSATION (continued)
|
|
|
EXECUTIVE COMPENSATION (continued)
|
|
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) (Exercisable) |
| |
Number of
Securities Underlying Unexercised Options (#) (Unexercisable)(1) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
| |||||||||||||||||||||||||||
Armando Anido
|
| | | | 10/2/2014 | | | | | | 292,553 | | | | | | — | | | | | | 3.98 | | | | | | 10/2/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/4/2015 | | | | | | 396,678 | | | | | | — | | | | | | 14.00 | | | | | | 8/4/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/25/2017 | | | | | | 125,000 | | | | | | — | | | | | | 18.22 | | | | | | 1/25/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/11/2018 | | | | | | 81,000 | | | | | | — | | | | | | 11.71 | | | | | | 1/11/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/24/2019 | | | | | | 150,000 | | | | | | 10,000 | | | | | | 3.65 | | | | | | 1/24/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/30/2020 | | | | | | 111,705 | | | | | | 50,775 | | | | | | 5.05 | | | | | | 1/30/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | 70,817 | | | | | | 91,050 | | | | | | 3.58 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,911(3) | | | | | | 57,193 | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 64,747(4) | | | | | | 34,316 | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | 190,000 | | | | | | 2.41 | | | | | | 1/26/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000(5) | | | | | | 63,600 | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000(4) | | | | | | 63,600 | | | ||
James E.
Fickenscher |
| | | |
9/13/2016 |
| | | | |
150,000 |
| | | | | — | | | | | |
10.23 |
| | | | |
9/13/2026 |
| | | | |
— |
| | | | |
— |
| | | | |
— |
| | | | |
— |
| |
| | | 1/25/2017 | | | | | | 31,350 | | | | | | — | | | | | | 18.22 | | | | | | 1/25/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/11/2018 | | | | | | 67,500 | | | | | | — | | | | | | 11.71 | | | | | | 1/11/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/24/2019 | | | | | | 82,593 | | | | | | 5,506 | | | | | | 3.65 | | | | | | 1/24/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/30/2020 | | | | | | 58,438 | | | | | | 26,562 | | | | | | 5.05 | | | | | | 1/30/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | 34,125 | | | | | | 43,875 | | | | | | 3.58 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,000(3) | | | | | | 27,560 | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,200(4) | | | | | | 16,536 | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | 125,000 | | | | | | 2.41 | | | | | | 1/26/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000(5) | | | | | | 45,050 | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000(4) | | | | | | 45,050 | | |
|
EXECUTIVE COMPENSATION (continued)
|
|
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) (Exercisable) |
| |
Number of
Securities Underlying Unexercised Options (#) (Unexercisable)(1) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) |
| |||||||||||||||||||||||||||
Terri B. Sebree
|
| | | | 10/2/2014 | | | | | | 146,276 | | | | | | — | | | | | | 3.98 | | | | | | 10/2/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 8/4/2015 | | | | | | 201,981 | | | | | | — | | | | | | 14.00 | | | | | | 8/4/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/25/2017 | | | | | | 75,000 | | | | | | — | | | | | | 18.22 | | | | | | 1/25/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/11/2018 | | | | | | 43,920 | | | | | | — | | | | | | 11.71 | | | | | | 1/11/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/24/2019 | | | | | | 112,500 | | | | | | 7,500 | | | | | | 3.65 | | | | | | 1/24/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/30/2020 | | | | | | 82,500 | | | | | | 37,500 | | | | | | 5.05 | | | | | | 1/30/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | 48,125 | | | | | | 61,875 | | | | | | 3.58 | | | | | | 1/21/2031 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,000(3) | | | | | | 39,750 | | | | | | — | | | | | | — | | | ||
| | | 1/21/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,000(4) | | | | | | 23,850 | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | 125,000 | | | | | | 2.41 | | | | | | 1/26/2032 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000(5) | | | | | | 45,050 | | | | | | — | | | | | | — | | | ||
| | | 1/26/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000(4) | | | | | | 45,050 | | |
Year
|
| |
Summary
Compensation Table Total for PEO |
| |
Compensation
Actually Paid to PEO(1) |
| |
Average
Summary Compensation Table Total for Non-PEO NEO |
| |
Average
Compensation Actually Paid to Non-PEO NEO(2) |
| |
Value of Initial
Fixed $100 Investment Based on Total Shareholder Return(3) |
| |
Net Income(4)
|
| ||||||||||||||||||
2022
|
| | | $ | 1,881,402 | | | | | $ | 207,653 | | | | | $ | 1,320,499 | | | | | $ | 247,362 | | | | | $ | 16.06 | | | | | $ | (35,035,806) | | |
2021
|
| | | $ | 2,212,474 | | | | | $ | 1,864,377 | | | | | $ | 1,399,961 | | | | | $ | 1,194,456 | | | | | $ | 87.27 | | | | | $ | (37,309,024) | | |
|
EXECUTIVE COMPENSATION (continued)
|
|
Year
|
| |
Summary Compensation
Table Total for PEO ($) |
| |
Summary
Compensation Table Value of Equity Awards ($)(a) |
| |
Equity Award
Adjustments ($)(b) |
| |
Compensation Actually
Paid to PEO ($) |
| ||||||||||||
2022
|
| | | $ | 1,881,402 | | | | | $ | (946,867) | | | | | $ | (726,882) | | | | | $ | 207,653 | | |
2021
|
| | | $ | 2,212,474 | | | | | $ | (1,219,114) | | | | | $ | 871,017 | | | | | $ | 1,864,377 | | |
Year
|
| |
Year End
Fair Value of Equity Awards ($) |
| |
Year over
Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
| |
Fair Value
as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
| |
Year over
Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |
| |
Fair Value
at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
| |
Value of
Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
| |
Total
Equity Award Adjustments ($) |
| |||||||||||||||||||||
2022 | | | | $ | 136,902 | | | | | $ | (649,107) | | | | | $ | 0 | | | | | $ | (214,677) | | | | | | — | | | | | | — | | | | | $ | (726,882) | | |
2021 | | | | $ | 908,839 | | | | | $ | (94,651) | | | | | $ | 0 | | | | | $ | 56,829 | | | | | | — | | | | | | — | | | | | $ | 871,017 | | |
Year
|
| |
Average
Reported Summary Compensation Table Total for Non-PEO NEOs ($) |
| |
Average
Summary Compensation Table Value of Equity Awards ($)(a) |
| |
Average Equity
Award Adjustments ($)(a) |
| |
Average
Compensation Actually Paid to Non-PEO NEOs ($) |
| ||||||||||||
2022
|
| | | $ | 1,320,499 | | | | | $ | (652,113) | | | | | $ | (421,024) | | | | | $ | 247,362 | | |
2021
|
| | | $ | 1,399,961 | | | | | $ | (713,937) | | | | | $ | 508,432 | | | | | $ | 1,194,456 | | |
|
EXECUTIVE COMPENSATION (continued)
|
|
Year
|
| |
Average Year
End Fair Value of Equity Awards ($) |
| |
Year over Year
Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) |
| |
Average Fair
Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) |
| |
Year over Year
Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) |
| |
Fair Value
at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) |
| |
Average Value
of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) |
| |
Total
Equity Award Adjustments ($) |
| |||||||||||||||||||||
2022
|
| | | $ | 94,520 | | | | | $ | (385,297) | | | | | $ | 0 | | | | | $ | (130,247) | | | | | | — | | | | | | — | | | | | $ | (421,024) | | |
2021
|
| | | $ | 532,249 | | | | | $ | (60,466) | | | | | $ | 0 | | | | | $ | 36,649 | | | | | | — | | | | | | — | | | | | $ | 508,432 | | |
|
EXECUTIVE COMPENSATION (continued)
|
|
Plan category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted Average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of securities
remaining available for future issuance under equity compensation plan (excluding securities referenced in column (a)) (c) |
| |||||||||
Equity compensation plans approved by security holders:
|
| | | | 6,126,016 | | | | | $ | 7.45 | | | | | | 1,442,876(1) | | |
Equity compensation plans not approved by security
holders: |
| | | | 150,000 | | | | | | 10.23 | | | | | | — | | |
Total | | | | | 6,276,016 | | | | | $ | 7.52 | | | | | | 1,442,876 | | |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
|
Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership(1) |
| |
Percent of
Class |
| ||||||
Directors and Executive Officers: | | | | | | | | | | | | | |
Armando Anido(2)
|
| | | | 2,572,115 | | | | | | 4.69% | | |
Terri B. Sebree(3)
|
| | | | 1,564,257 | | | | | | 2.88% | | |
James E. Fickenscher(4)
|
| | | | 1,046,035 | | | | | | 1.94% | | |
John P. Butler(5)
|
| | | | 120,556 | | | | | | * | | |
Warren D. Cooper, MB, BS, BSc, MFPM(6)
|
| | | | 145,569 | | | | | | * | | |
William J. Federici(7)
|
| | | | 153,434 | | | | | | * | | |
Daniel L. Kisner, MD(8)
|
| | | | 145,569 | | | | | | * | | |
Kenneth I. Moch(9)
|
| | | | 157,624 | | | | | | * | | |
Pamela Stephenson(10)
|
| | | | 100,569 | | | | | | * | | |
All directors, director nominees and executive officers as a group (11 persons)(11)
|
| | | | 6,976,066 | | | | | | 13.04% | | |
Greater than 5% Stockholders | | | | | | | | | | | | | |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (continued)
|
|
|
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
|
|
|
INDEPENDENT AUDITORS AND RELATED FEES
|
|
| | |
2022
|
| |
2021
|
| ||||||
Audit Fees
|
| | | $ | 463,500 | | | | | $ | 386,250 | | |
Audit-related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees
|
| | | | 1,780 | | | | | | 1,780 | | |
Total
|
| | | $ | 465,280 | | | | | $ | 388,030 | | |
|
REPORT OF THE AUDIT COMMITTEE
|
|
|
REPORT OF THE AUDIT COMMITTEE (continued)
|
|
|
PROPOSALS TO BE VOTED ON
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
| | |
Current
|
| |
After the
Reverse Split if the Minimum 1:2 Ratio is Selected |
| |
After the
Reverse Split if the Maximum 1:50 Ratio is Selected |
| |||||||||
Authorized common stock
|
| | | | 200,000,000 | | | | | | 200,000,000 | | | | | | 200,000,000 | | |
Common stock issued and outstanding
|
| | | | 53,502,487 | | | | | | 26,751,243 | | | | | | 1,070,049 | | |
Common stock issuable upon exercise of outstanding stock options
|
| | | | 6,276,016 | | | | | | 3,138,008 | | | | | | 125,520 | | |
Common stock reserved for issuance for future grants under 2014
Equity Incentive Plan |
| | | | 615,153 | | | | | | 307,576 | | | | | | 12,303 | | |
Authorized Preferred Stock
|
| | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | |
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
Share Element
|
| |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Stock Options Granted
|
| | | | 1,136,728 | | | | | | 869,867 | | | | | | 840,480 | | |
Full-Value Awards Granted(1)
|
| | | | 1,398,154 | | | | | | 1,058,822 | | | | | | 199,000 | | |
Total Awards Granted
|
| | | | 2,534,882 | | | | | | 1,928,689 | | | | | | 1,039,480 | | |
Weighted average common shares outstanding during the fiscal year
|
| | | | 42,662,770 | | | | | | 39,259,495 | | | | | | 27,022,931 | | |
Annual Burn Rate
|
| | | | 5.94% | | | | | | 4.91% | | | | | | 3.85% | | |
Three-Year Average Burn Rate
|
| | | | 4.90% | | | | | | | | | | | | | | |
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
| | |
Options
|
| |
Stock Awards
|
| ||||||||||||||||||
Name and Position
|
| |
Average
Exercise Price ($) |
| |
Number of
Awards (#) |
| |
Dollar Value
($)(1) |
| |
Number of
Awards (#) |
| ||||||||||||
Armando Anido, Chairman and Chief Executive Officer
|
| | | | 2.41 | | | | | | 190,000 | | | | | | 578,400 | | | | | | 240,000 | | |
James E. Fickenscher, Chief Financial Officer and VP Investor
Relations |
| | | | 2.41 | | | | | | 125,000 | | | | | | 409,700 | | | | | | 170,000 | | |
Terri B. Sebree, President
|
| | | | 2.41 | | | | | | 125,000 | | | | | | 409,700 | | | | | | 170,000 | | |
All current executive officers, as a group
|
| | | | 2.41(2) | | | | | | 440,000 | | | | | | 1,397,800(3) | | | | | | 580,000 | | |
All current directors who are not executive officers, as a
group |
| | | | 1.01(2) | | | | | | 207,978 | | | | | | 140,041(3) | | | | | | 138,654 | | |
All current employees and consultants who are not executive officers, as a group
|
| | | | 2.45(2) | | | | | | 488,750 | | | | | | 1,629,882(3) | | | | | | 679,500 | | |
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
OTHER MATTERS
|
|
|
PROXY SOLICITATION
|
|
|
STOCKHOLDER PROPOSALS AND NOMINEES FOR 2024 ANNUAL MEETING
|
|
|
ANNUAL REPORT ON FORM 10-K
|
|
|
APPENDIX A
|
|
|
APPENDIX A (continued)
|
|
|
APPENDIX B
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX B (continued)
|
|
|
APPENDIX C
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
| Exhibit A | | | Signing Resolutions | |
| Exhibit B | | | Form of Officer’s Certificate | |
| Exhibit C | | | Form of Secretary’s Certificate | |
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
Date:
|
| |
Date:
|
|
|
Date:
|
| |
Date:
|
|
|
Date:
|
| |
Date:
|
|
|
Date:]
|
| |
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|
|
APPENDIX C (continued)
|
|