Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Under §240.14a-12
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1.
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To elect two (2) directors, James C. Momtazee and Richard H. Scheller, Ph.D., to serve as Class I directors to hold office until the date of the annual meeting of stockholders following the year ending December 31, 2022 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal.
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2.
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To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020.
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3.
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To approve an amendment and restatement of the Company’s 2019 Stock Option and Incentive Plan (the “Amended and Restated Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 2,500,000 shares.
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4.
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To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
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BridgeBio Pharma, Inc.
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/s/ Neil Kumar
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Neil Kumar
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Chief Executive Officer
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•
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To elect two (2) directors, James C. Momtazee and Richard H. Scheller, Ph.D., to serve as Class I directors to hold office until the date of the annual meeting of stockholders following the year ending December 31, 2022 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal;
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•
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To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020;
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•
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To approve an amendment and restatement of the 2019 Stock Option and Incentive Plan (the “Amended and Restated Plan”) to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 2,500,000 shares; and
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•
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To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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Proposal
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Vote
Required |
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Discretionary
Voting Permitted? |
Election of Directors
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Plurality
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No
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Ratification of Deloitte & Touche LLP
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Majority
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Yes
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Approval of Amended and Restated 2019 Stock Option and Incentive Plan
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Majority
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No
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Name
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Age
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Position
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Neil Kumar, Ph.D.
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41
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Chief Executive Officer and Director
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Eric Aguiar, M.D.(1)(2)(3)
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58
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Director
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Richard H. Scheller, Ph.D.(3)
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66
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Director
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Ali Satvat(1)(2)(3)
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42
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Director
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Charles Homcy, M.D.
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71
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Director and Lead Director
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James C. Momtazee
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48
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Director
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Jennifer E. Cook
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54
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Director
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Ronald J. Daniels(1)
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60
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Director
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(1)
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Member of the Audit Committee.
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(2)
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Member of the Compensation Committee.
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(3)
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Member of the Nominating and Corporate Governance Committee.
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•
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appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
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pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
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reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
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coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
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establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
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recommending, based upon the Audit Committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
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•
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monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
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•
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preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;
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reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and
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reviewing quarterly earnings releases and scripts.
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•
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annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
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•
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evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and determining the compensation of our Chief Executive Officer;
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reviewing and approving the compensation of our other executive officers;
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reviewing and establishing our overall management compensation structure, policies and programs;
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overseeing and administering our compensation and similar plans;
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evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;
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retaining and approving the compensation of any compensation advisors;
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reviewing and approving our policies and procedures for the grant of equity-based awards;
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reviewing and making recommendations to our Board of Directors with respect to director compensation;
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reviewing and discussing with management the compensation disclosure to be included in our annual proxy statement or Annual Report on Form 10-K; and
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reviewing and discussing with the Board of Directors the corporate succession plan for the Chief Executive Officer and other key officers.
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developing and recommending to the Board of Directors criteria for board and committee membership;
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establishing procedures for identifying and evaluating Board of Director candidates, including nominees recommended by stockholders;
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reviewing the size and composition of the Board of Directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;
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identifying individuals qualified to become members of the Board of Directors;
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recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees;
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developing and recommending to the Board of Directors a code of business conduct and ethics and a set of corporate governance guidelines;
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developing a mechanism by which violations of the code of business conduct and ethics can be reported in a confidential manner; and
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overseeing the evaluation of the Board of Directors and management.
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a majority of our Board of Directors is “independent” in accordance with Nasdaq standards;
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each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee be comprised entirely of independent directors; and
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at least one member of the Audit Committee shall have the experience, education and other qualifications necessary to qualify as an “Audit Committee financial expert” as defined by the rules of the SEC.
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whether a nominee has direct experience in the biotechnology or pharmaceuticals industry or in other fields relevant to the Company’s operations; and
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whether the nominee, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.
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•
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name and address;
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the class and number of shares of the Company owned beneficially or of record;
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disclosure regarding any derivative, swap or other transactions which give the nominating person economic risk similar to ownership of shares of the Company or provide the opportunity to profit from an increase in the price of value of shares of the Company;
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any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship that confers a right to vote any shares of the Company;
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any agreement, arrangement, understanding or relationship engaged in for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Company;
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any rights to dividends or other distributions on the shares that are separate from the underlying shares;
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any performance-related fees that the nominating person is entitled to based on any increase or decrease in the value of any shares of the Company;
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a description of all agreements, arrangements or understandings by and between the proposing stockholder and another person relating to the proposed business (including an identification of each party to such agreement, arrangement or understanding and the names, addresses and class and number of shares owned beneficially or of record of other stockholders known by the proposing stockholder support such proposed business);
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•
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a statement whether or not the proposing stockholder will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all shares of capital stock required to approve the proposal or, in the case of director nominations, at least the percentage of voting power of all of the shares of capital stock reasonably believed by the proposing stockholder to be sufficient to elect the nominee; and
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any other information relating to the nominating person that would be required to be disclosed in a proxy statement filed with the SEC.
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Annual Retainer for Board Membership
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$50,000
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Initial Non-Statutory Stock Option Grant upon Election
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$1,200,000
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Annual Non-Statutory Stock Option Grant
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$1,200,000
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Name(1)
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Fees earned
or paid in cash ($) |
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Stock
awards ($) |
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Option
awards ($)(2) |
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All other
compensation ($) |
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Total ($)
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Eric Aguiar, M.D.
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—
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—
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1,631,400(3)
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72,500(4)
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1,703,900
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Jennifer E. Cook
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—
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222,713(5)
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1,399,993(6)
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33,333(7)
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1,656,039
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James C. Momtazee
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—
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—
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1,199,991
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—
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1,199,991
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Ali Satvat
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—
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—
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1,631,400(8)
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42,500(9)
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1,673,900
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Richard H. Scheller, Ph.D.
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—
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—
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1,199,991
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—
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1,199,991
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(1)
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As of December 31, 2019, Dr. Aguiar held outstanding options to purchase an aggregate of 64,584 shares of common stock of Eidos Therapeutics, Inc. (“Eidos”) and 82,878 shares of our common stock; Ms. Cook held outstanding options to purchase an aggregate of 99,962 shares of our common stock; Mr. Momtazee held outstanding options to purchase an aggregate of 82,878 shares of our common stock; Mr. Satvat held outstanding options to purchase an aggregate of 64,584 shares of Eidos common stock and 82,878 shares of our common stock; and Dr. Scheller held outstanding options to purchase an aggregate of 82,878 shares of our common stock.
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(2)
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In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted by the Company and by Eidos during 2019 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“FASB ASC Topic 718”). Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. Assumptions used in the calculation of these amounts are included in Note 9 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. These amounts do not reflect the actual economic value that may be realized by the directors upon the exercise of the stock options or the sale of the common stock underlying such stock options.
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(3)
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Includes the aggregate grant date fair value of an option grant from Eidos equal to $431,409.
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(4)
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Includes fees equal to $72,500 paid by Eidos. All cash payments to Dr. Aguiar were made payable to Aisling Capital Management LP. As of December 31, 2019
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(5)
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Includes the aggregate grant date fair value of a restricted stock unit grant made in connection with Ms. Cook’s consulting services to the Company. Pursuant to a consulting agreement by and between Ms. Cook and the Company, dated as of October 14, 2019, Ms. Cook will provide the Company with certain services relating to commercial activities in exchange for a consulting fee equal to $200,000 per year, an option grant with a value of $200,000 and a restricted stock unit grant with a value of $200,000. The valuation of Ms. Cook’s restricted stock unit grant is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, see Note 9 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019.
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(6)
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Includes the aggregate grant date fair value of an option grant made in connection with Ms. Cook’s consulting services to the Company. The valuation of Ms. Cook’s option grant is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, see Note 9 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019.
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(7)
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Includes fees accrued and paid to Ms. Cook in connection with consulting services rendered to the Company.
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(8)
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Includes the aggregate grant date fair value of an option grant from Eidos equal to $431,409.
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(9)
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Includes fees equal to $42,500 paid by Eidos. All cash payments to Mr. Satvat were made payable to KKR Genetic Disorder L.P.
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Fees billed
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2018
Deloitte |
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2019
Deloitte |
Audit Fees
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$1,566,705
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$2,501,147
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Audit Related Fees
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—
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—
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Tax Fees
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$11,000
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$12,000
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All Other Fees
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—
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$7,391
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Total
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$1,577,705
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$2,520,538
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•
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Pursuant to the Amended and Restated Plan, an additional 2,500,000 shares are reserved for issuance under the Amended and Restated Plan (together with the aggregate of 11,500,000 shares of common stock initially reserved under the Plan (so 14,000,000 shares), the “Initial Limit”) and the evergreen provision provides that on each January 1 thereafter during the term of the Amended and Restated Plan, the aggregate number of shares available for issuance under the Amended and Restated Plan shall be
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•
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The maximum number of shares of common stock that may be issued in the form of incentive stock options under the Amended and Restated Plan shall not exceed the Initial Limit cumulatively increased on each January 1 thereafter during the term of the Amended and Restated Plan by the lesser of the Annual Increase for such year or 14,000,000 shares of common stock;
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•
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Awards of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights are permitted;
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•
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The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the Amended and Restated Plan will be added back to the shares of common stock available for issuance under the Amended and Restated Plan. Shares we reacquire on the open market will not be added to the reserved pool under the Amended and Restated Plan;
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•
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The administrator of the Amended and Restated Plan may reduce the exercise price of outstanding stock options or stock appreciation rights or effect the repricing of such awards through cancellation and re-grants;
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•
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The value of all awards awarded under the Amended and Restated Plan and all other cash compensation paid by us to any non-employee director for his or her services as a director in any calendar year may not exceed $1,250,000;
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•
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Any material amendment to the Amended and Restated Plan is subject to approval by our stockholders; and
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•
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The term of the Amended and Restated Plan will expire on June 25, 2029.
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Options
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Stock Awards
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||||||
Name and Position
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Average
Exercise Price ($) |
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Number of
Awards (#) |
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Dollar Value
($)(1) |
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Number of
Awards (#) |
Neil Kumar, M.D., Chief Executive Officer
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$17.00
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1,742,882
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$12,940,324
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1,779,962
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Brian Stolz, Chief Operating Officer
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—
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—
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$2,722,465
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72,696
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Charles Homcy, Chairman of Pharmaceuticals
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$27.23
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373,341
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$1,970,801
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271,110
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All current executive officers, as a group
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$17.00
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3,429,002
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$20,005,950
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2,450,268
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All current directors who are not executive officers, as a group
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$36.19
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348,596
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$222,713
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7,152
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All current employees who are not executive officers, as a group
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$18.39
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536,607
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$3,881,474
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119,664
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(1)
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The valuation of stock awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, see Note 9 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2019.
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(2)
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Represents the weighted-average exercise price for the group.
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(3)
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Represents the aggregate grant date fair value for the group.
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Plan category
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Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
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Weighted average
exercise price of outstanding options, warrants and rights (b) |
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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(1):
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4,554,077
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$19.66(2)
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2,065,987(3)
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Equity compensation plans not approved by security holders(4)
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488,097
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$27.69(5)
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489,064(6)
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Total
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5,042,174
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$20.10
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2,555,051
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(1)
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Includes grants under the ESPP and our 2019 Plan.
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(2)
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Includes 4,372,803 shares of common stock issuable upon the exercise of outstanding options. Subject to the number of shares remaining in the share reserve, the maximum number of shares purchasable by any participant in the ESPP on any one purchase date for any purchase period, including the current purchase period, may not exceed 3,500 shares.
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(3)
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As of December 31, 2019, a total of 11,500,000 shares of our common stock were reserved for issuance pursuant to the 2019 Plan, which number excludes the 6,182,914 shares that were added to the 2019 Plan as a result of the automatic annual increase on January 1, 2020. The 2019 Plan provides that the number of shares reserved and available for issuance under the 2019 Plan will automatically increase each January 1, beginning on January 1, 2020, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the plan administrator. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2019 Plan will be added back to the shares of common stock available for issuance under the 2019 Plan. As of December 31, 2019, a total of 2,000,000 shares of our common stock have been reserved for issuance pursuant to the ESPP, which number excludes the 1,236,582 shares that were added to the ESPP as a result of the automatic annual increase on January 1, 2020. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2020, by the lesser of 2,000,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by our Compensation Committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.
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(4)
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Includes grants under the Inducement Plan. For more information about the Inducement Plan, please see Note 16 to our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 3, 2020.
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(5)
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Includes 253,974 shares of common stock issuable upon the exercise of outstanding options.
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(6)
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As of December 31, 2019, there were 489,064 shares available for grants under the Inducement Plan.
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Name
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Age
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Position
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Neil Kumar, Ph.D.
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41
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Chief Executive Officer and Director
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Brian C. Stephenson, Ph.D., CFA
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39
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Chief Financial Officer
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Uma Sinha, Ph.D.
|
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63
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| |
Chief Scientific Officer
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Richard H. Scheller, Ph.D.
|
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66
|
| |
Chairman of Research and Development
|
Charles Homcy, M.D.
|
| |
71
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| |
Chairman of Pharmaceuticals and Lead Director
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Michael Henderson, M.D.
|
| |
30
|
| |
Chief Business Officer
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Cameron Turtle, D. Phil.
|
| |
30
|
| |
Senior Vice President, Portfolio Management and Corporate Development
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Frank McCormick, Ph.D., F.R.S., D.Sc.
|
| |
69
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| |
Chairman of Oncology
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Brian Stolz
|
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44
|
| |
Chief Operating Officer
|
•
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attract, motivate, incentivize and retain employees at the executive level who contribute to our long-term success;
|
•
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provide compensation packages to our executives that are competitive and reward the achievement of our business objectives and effectively align their interests with those of our stockholders; and
|
•
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effectively align our executives' interests with those of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.
|
•
|
Neil Kumar, M.D., our Chief Executive Officer;
|
•
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Brian Stolz, our Chief Operating Officer; and
|
•
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Charles Homcy, M.D., our Chairman of Pharmaceuticals.
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Name and principal position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus(1)
($) |
| |
Stock
awards(2) ($) |
| |
Option
awards(2) ($) |
| |
All other
compensation ($) |
| |
Total
($) |
Neil Kumar, M.D.
Chief Executive Officer |
| |
2019
|
| |
502,765(3)
|
| |
360,000
|
| |
13,863,445
|
| |
11,573,049
|
| |
34,804(4)
|
| |
26,334,063
|
|
2018
|
| |
450,000
|
| |
|
| |
—
|
| |
—
|
| |
—
|
| |
450,000
|
||
Brian Stolz
Chief Operating Officer(5) |
| |
2019
|
| |
146,780(4)
|
| |
93,750
|
| |
6,860,780(6)
|
| |
1,045,003
|
| |
—
|
| |
8,146,313
|
Charles Homcy, M.D.
Chairman of Pharmaceuticals(7) |
| |
2019
|
| |
513,808(8)
|
| |
—
|
| |
2,111,579
|
| |
3,128,716(9)
|
| |
221,737(10)
|
| |
5,975,842
|
(1)
|
The bonus amounts reported reflect the discretionary cash bonuses earned by the named executive officers, and determined by our Board of Directors, for the applicable fiscal year, based on the named executive officers’ performance during such fiscal year.
|
(2)
|
In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 for stock-based compensation
|
(3)
|
Includes $52,765 paid in lieu of accrued paid time off.
|
(4)
|
Includes employer matching contributions received under the Company’s 401(k) plan and Company-paid travel services.
|
(5)
|
Mr. Stolz was not a named executive officer for 2018. Mr. Stolz commenced employment with us on October 7, 2019 and his salary and bonus were pro-rated accordingly.
|
(6)
|
For performance-vesting RSUs, the aggregate grant date fair value of $580,000 is reported for the probable outcome. The aggregate grant date fair value at the maximum level of achievement is $1,398,990.
|
(7)
|
Dr. Homcy was not a named executive officer for 2018. Dr. Homcy commenced employment with us effective as of January 1, 2019, and his salary was pro-rated accordingly.
|
(8)
|
Includes $13,808 paid in lieu of accrued paid time off.
|
(9)
|
Includes the aggregate grant date fair value in the amount of $1,119,991 of an option grant made in connection with Dr. Homcy’s service on the Board of Directors.
|
(10)
|
Includes employer matching contributions received under the Company’s 401(k) plan and fees paid to Dr. Homcy in connection with consulting services rendered to the Company prior to the commencement of his employment with the Company.
|
|
| |
|
| |
Option Awards
|
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Stock Awards
|
||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
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 ($)(1) |
| |
Equity
incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
| |
Equity
incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1) |
Neil Kumar, Ph.D.
|
| |
6/26/2019
|
| |
217,860
|
| |
1,525,022(2)
|
| |
17.00
|
| |
6/25/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
7/1/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
75,576(3)
|
| |
2,648,939
|
| |
—
|
| |
—
|
||
|
7/1/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
667,580(4)
|
| |
23,398,679
|
| |
—
|
| |
—
|
||
|
7/1/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,463,712(5)
|
| |
51,303,106
|
| |
—
|
| |
—
|
||
|
7/1/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,589,252(6)
|
| |
55,703,283
|
| |
—
|
| |
—
|
||
Brian Stolz
|
| |
11/13/2019
|
| |
—
|
| |
102,081(7)
|
| |
26.28
|
| |
11/12/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
11/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
106,469(8)
|
| |
3,731,739
|
| |
—
|
| |
—
|
||
|
11/13/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
53,234(9)
|
| |
1,865,851.70
|
||
|
12/12/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
72,696(10)
|
| |
2,547,995
|
| |
—
|
| |
—
|
||
Charles Homcy
|
| |
6/26/2019
|
| |
36,307
|
| |
254,156(11)
|
| |
17.00
|
| |
6/25/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
7/1/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
11,026(12)
|
| |
386,461
|
| |
—
|
| |
—
|
||
|
7/1/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
101,681(13)
|
| |
3,563,919
|
| |
—
|
| |
—
|
||
|
7/1/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
222,942(14)
|
| |
7,814,117
|
| |
—
|
| |
—
|
||
|
7/1/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
242,063(15)
|
| |
8,484,308
|
| |
—
|
| |
—
|
||
|
12/12/2019
|
| |
—
|
| |
82,878(16)
|
| |
37.45
|
| |
12/11/2029
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Based on a price of $35.05 per share, which was the closing price per share of our common stock as reported by the Nasdaq Global Select Market on December 31, 2019, the last trading day of 2019.
|
(2)
|
The shares underlying this stock option award vest as follows: 1/48th of the shares vest on a monthly basis from the vesting commencement date of June 26, 2019, such that all of the shares will be fully vested on June 25, 2023, subject to Dr. Kumar’s continuous service through each such vesting date.
|
(3)
|
Represents shares of restricted common stock that were issued in exchange for common units in BridgeBio Pharma LLC (the “LLC”) in connection with the reorganization of our corporate structure on July 1, 2019 (the “Reorganization”). The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of July 6, 2019, such that the shares shall be fully vested on May 6,2020, subject to Dr. Kumar’s continuous service through each such vesting date.
|
(4)
|
Represents shares of restricted common stock that were issued in exchange for common units in the LLC in connection with the Reorganization. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of July 26,2019, such that the shares shall be fully vested on March 26, 2021, subject to Dr. Kumar’s continuous service through each such vesting date.
|
(5)
|
Represents shares of restricted common stock that were issued in exchange for common units in the LLC in connection with the Reorganization. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of July 15, 2019, such that the shares shall be fully vested on August 15, 2022, subject to Dr. Kumar’s continuous service through each such vesting date.
|
(6)
|
Represents shares of restricted common stock that were issued in exchange for common units in the LLC in connection with the Reorganization. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of July 12, 2019, such that the shares shall be fully vested on February 12, 2024, subject to Dr. Kumar’s continuous service through each such vesting date.
|
(7)
|
The shares underlying this stock option award vests as follows: 25% of the shares vest on October 7, 2020, and as to 1/36th of the shares vest each month thereafter for three additional years, subject to Mr. Stolz’s continuous service through each such vesting date.
|
(8)
|
Represents restricted stock units that vest as to 25% of the units on November 16, 2020, and as to 1/12th of the units each quarter thereafter for three additional years, subject to Mr. Stolz’s continuous service through each such vesting date.
|
(9)
|
Represents performance-vesting restricted stock units that vest in a single installment on September 20, 2022 based on the Company’s total shareholder return percentile ranking relative to the Nasdaq Biotech Index measured over a three-year cumulative performance period beginning on September 20, 2019. The number of performance-vesting restricted stock units represents the target achievement of 100%.
|
(10)
|
Represents restricted stock units that vest as to 25% of the units on February 16, 2021, and as to 1/12th of the units each quarter thereafter for three additional years subject to Mr. Stolz’s continuous service through each such vesting date.
|
(11)
|
The shares underlying this stock option award vest as follows: 1/48th of the shares vest on a monthly basis from the vesting commencement date of June 26, 2019, such that all of the shares will be fully vested on June 25, 2029, subject to Dr. Homcy’s continuous service through each such vesting date.
|
(12)
|
Represents shares of restricted common stock that were issued in exchange for common units in the LLC in connection with the Reorganization. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of May 6, 2015, such that the shares shall be fully vested on May 6, 2020, subject to Dr. Homcy’s continuous service through each such vesting date.
|
(13)
|
Represents shares of restricted common stock that were issued in exchange for common units in the LLC in connection with the Reorganization. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of March 26, 2016, such that the shares shall be fully vested on March 26, 2021, subject to Dr. Homcy’s continuous service through each such vesting date.
|
(14)
|
Represents shares of restricted common stock that were issued in exchange for common units in the LLC in connection with the Reorganization. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of August 15, 2017, such that the shares shall be fully vested on August 15, 2022, subject to Dr. Homcy’s continuous service through each such vesting date.
|
(15)
|
Represents shares of restricted common stock that were issued in exchange for common units in the LLC in connection with the Reorganization. The shares are subject to vesting at a rate of 1/60 per month from a vesting commencement date of February 12, 2019, such that the shares shall be fully vested on February 12, 2024, subject to Dr. Homcy’s continuous service through each such vesting date.
|
(16)
|
The shares underlying this stock option agreement vests in three annual installments after December 12, 2019, subject to Dr. Homcy’s continuous service as a director through each such vesting date.
|
Beneficial Owner
|
| |
Shares Purchased
in Offering |
| |
Aggregate
Purchase Price ($) |
KKR Genetic Disorder L.P.(1)
|
| |
2,647,100
|
| |
$45,000,700
|
Viking Global Entities(2)
|
| |
4,705,900
|
| |
$80,000,300
|
Uma Sinha, Ph.D.
|
| |
14,000
|
| |
$238,000
|
(1)
|
KKR Genetic Disorder L.P. is a holder of more than 5% of our outstanding common stock. Ali Satvat, a member of our Board of Directors, serves as an executive of Kohlberg Kravis Roberts & Co. L.P., an affiliate of KKR Genetic Disorder L.P., and/or one or more of its affiliates. See footnote (2) to the beneficial ownership table under “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for more information.
|
(2)
|
The Viking Global Entities collectively hold more than 5% of our outstanding common stock. See footnote (3) to the beneficial ownership table under “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for more information.
|
•
|
each person known to us to be the beneficial owner of more than 5% of our common stock as of March 31, 2020;
|
•
|
each named executive officer;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
Name of Beneficial Owner(1)
|
| |
Shares
Beneficially Owned |
| |
Percentage of
Shares Beneficially Owned |
5% Stockholders:
|
| |
|
| |
|
KKR Genetic Disorder L.P.(2)
|
| |
36,900,661
|
| |
30.41%
|
Viking Global Entities(3)
|
| |
26,620,991
|
| |
21.94%
|
Entities affiliated with American International Group, Inc.(4)
|
| |
6,764,592
|
| |
5.57%
|
Entities affiliated with Perceptive Advisors LLC(5)
|
| |
6,706,268
|
| |
5.53%
|
|
| |
|
| |
|
Directors and Named Executive Officers:
|
| |
|
| |
|
Neil Kumar, Ph.D.(6)
|
| |
8,658,193
|
| |
7.11%
|
Brian Stolz(7)
|
| |
22,839
|
| |
*
|
Charles Homcy, M.D.(8)
|
| |
1,398,855
|
| |
1.15%
|
Eric Aguiar, M.D.
|
| |
—
|
| |
*
|
Jennifer E. Cook
|
| |
—
|
| |
*
|
Ronald J. Daniels
|
| |
—
|
| |
*
|
James C. Momtazee(9)
|
| |
33,418
|
| |
*
|
Ali Satvat(2)
|
| |
36,900,661
|
| |
30.41%
|
Richard H. Scheller, Ph.D.(10)
|
| |
182,371
|
| |
*
|
|
| |
|
| |
|
All directors and executive officers as a group (14 persons)(11)
|
| |
49,232,420
|
| |
40.32%
|
*
|
Represents beneficial ownership of less than one percent of the shares of common stock.
|
(1)
|
Unless otherwise indicated, the address of all listed stockholders is 421 Kipling Street, Palo Alto, California 94301.
|
(2)
|
Based on a Schedule 13D filed with the SEC on July 10, 2019 by KKR Genetic Disorder L.P. Consists of 36,900,661 shares of common stock directly owned by KKR Genetic Disorder L.P. KKR Genetic Disorder GP LLC, as the general partner of KKR Genetic Disorder L.P., KKR Group Partnership L.P., as the sole member of KKR Genetic Disorder GP LLC, KKR Group Holdings Corp., as
|
(3)
|
Based on a Schedule 13D filed with the SEC on July 8, 2019 by Viking Global Investors LP. Consists of (a) 631,167 shares of common stock held by Viking Global Equities Master Ltd. (“VGE Master”); (b) 251,204 shares of common stock held by Viking Long Fund Master Ltd. (“VLF”) and (c) 25,738,620 shares of common stock held by Viking Global Opportunities Illiquid Investments Sub-Master LP (“Viking Opportunities,” and together with VGE Master, VLF and Viking Opportunities, the “Viking Global Entities”). VGE Master has the power to dispose of and vote the shares directly owned by it, which power may be exercised by its investment manager, Viking Global Performance LLC (“VGP”), and by Viking Global Investors LP (“VGI), which provides managerial services to VGE Master. VLF has the power to dispose of and vote the shares directly owned by it, which power may be exercised by its investment manager, Viking Long Fund GP LLC (“VLFGP”), and by VGI, which provides managerial services to VLF. Viking Opportunities has the power to dispose of and vote the shares directly owned by it, which power may be exercised by its general partner, Viking Global Opportunities Portfolio GP LLC (“Viking Opportunities GP”), and by VGI, which provides managerial services to Viking Opportunities. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, as Executive Committee members of Viking Global Partners LLC (the general partner of VGI), VGP, VLFGP and Viking Opportunities GP, have shared power to direct the voting and disposition of investments beneficially owned by VGI, VGP, VLFGP and Viking Opportunities GP. The business address of each of the Viking Global Entities is c/o Viking Global Investors LP, 55 Railroad Avenue, Greenwich, Connecticut 06830.
|
(4)
|
Based on a Schedule 13G filed with the SEC on February 14, 2020 by American International Group, Inc. (“AIG”). Consists of 6,764,592 shares of common stock, which AIG shares voting and dispositive power over with respect to: (a) 6,730,244 shares of common stock with AIG Capital Corporation (“AIG Capital”), AIG Global Asset Management Holdings Corp. (“AIG Global”) and AIG Asset Management (U.S.), LLC (“AIGAM”); (b) 34,348 shares of common stock with SAFG Retirement Services, Inc., AIG Life Holdings, Inc. (“AIGLH”) and AGC Life Insurance Company (“AGC”); (c) 26,255 shares of common stock with The Variable Annuity Life Insurance Company (“VALIC”); and (d) 8,093 shares of common stock with American General Life Insurance Company (“AG Life”) and SunAmerica Asset Management, LLC (“SunAmerica”). AIGAM, a wholly-owned company of AIG, serves as investment adviser and manager of The United States Life Insurance Company in the City of New York (“US Life”) and AG Life and shares voting and investment power with respect to all of US Life’s and AG Life’s holdings in the Company. For the avoidance of doubt, AIGAM shares voting and investment power with respect only to the shares held directly by AG Life and not the shares reported herein as beneficially owned by AG Life.
|
(5)
|
Based on a Schedule 13G/A filed with the SEC on February 14, 2020 by Perceptive Advisors LLC. Consists of 6,706,268 shares of common stock held directly by Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”). Perceptive Advisors LLC (“Perceptive Advisors”) serves as the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Joseph Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund.
|
(6)
|
Consists of: (a) 8,258,783 shares of common stock, of which 4,685,725 shares are held by Dr. Kumar, of which 3,384,681 shares are subject to our right of repurchase as of March 31, 2020; (b) 2,645,372 shares of common stock held by Kumar Haldea Revocable Trust; (c) 927,686 shares of common stock held by Kumar Haldea Family Irrevocable Trust. Dr. Kumar disclaims beneficial ownership of the shares held in the trust; and (d) 399,410 shares of common stock underlying exercisable options.
|
(7)
|
Consists of 22,839 shares of common stock held by Mr. Stolz.
|
(8)
|
Consists of (a) 1,342,291 shares of common stock held by Dr. Homcy, of which 515,336 shares are subject to our right of repurchase as of March 31, 2020, (b) 56,564 shares of common stock underlying exercisable options.
|
(9)
|
Consists of 8,491 shares of common stock held by Mr. Momtazee and 24,927 shares of common stock underlying exercisable options.
|
(10)
|
Consists of (a) 163,427 shares of common stock held by Dr. Scheller, of which 64,931 shares are subject to our right of repurchase as of March 31, 2020, (b) 18,944 shares of common stock issuable upon the exercise of options that are vested as of March 31, 2020 or exercisable within 60 days thereafter.
|
(11)
|
Consists of the number of shares beneficially owned by the named executive officers and directors listed in the table above, as well as (i) 455,919 shares of common stock held by Brian Stephenson, of which 118,403 shares are subject to our right of repurchase as of March 31, 2020; (ii) 14,045 shares of common stock held by Uma Sinha, of which 45 shares are subject to our right of repurchase as of March 31, 2020; (iii) 185,185 shares of common stock held by Michael Henderson, of which 14,873 shares are subject to our right of repurchase as of March 31, 2020; (iv) 58,573 shares of common stock held by Cameron Turtle, of which 48,750 shares are subject to our right of repurchase as of March 31, 2020; and (v) 1,322,361 shares of common stock held by Frank McCormick, of which 60,835 shares are subject to our right of repurchase as of March 31, 2020.
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
BridgeBio Pharma, Inc.
|
|
| |
|
|
| |
/s/ Neil Kumar
|
|
| |
Neil Kumar
|
|
| |
Chief Executive Officer
|
SECTION 1.
|
GENERAL PURPOSE OF THE PLAN; DEFINITIONS
|
SECTION 2.
|
ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS
|
SECTION 3.
|
STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
|
SECTION 4.
|
ELIGIBILITY
|
SECTION 5.
|
STOCK OPTIONS
|
SECTION 6.
|
STOCK APPRECIATION RIGHTS
|
SECTION 7.
|
RESTRICTED STOCK AWARDS
|
SECTION 8.
|
RESTRICTED STOCK UNITS
|
SECTION 9.
|
UNRESTRICTED STOCK AWARDS
|
SECTION 10.
|
CASH-BASED AWARDS
|
SECTION 11.
|
DIVIDEND EQUIVALENT RIGHTS
|
SECTION 12.
|
TRANSFERABILITY OF AWARDS
|
SECTION 13.
|
TAX WITHHOLDING
|
SECTION 14.
|
SECTION 409A AWARDS
|
SECTION 15.
|
TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.
|
SECTION 16.
|
AMENDMENTS AND TERMINATION
|
SECTION 17.
|
STATUS OF PLAN
|
SECTION 18.
|
GENERAL PROVISIONS
|
SECTION 19.
|
EFFECTIVE DATE OF PLAN
|
SECTION 20.
|
GOVERNING LAW
|