☐
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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 Pursuant to Rule 14a-12
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Sincerely,
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Shoshana Shendelman, Ph.D.
Chair, President, Chief Executive Officer and Secretary |
1.
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Election of two Class I directors to serve for a three-year term of office expiring at the 2023 Annual Meeting of Stockholders;
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2.
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Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
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3.
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Any other matter that properly comes before the 2020 Annual Meeting of Stockholders.
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By Order of the Board of Directors,
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Shoshana Shendelman, Ph.D.
Chair, President, Chief Executive Officer and Secretary |
1.
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Election of two Class I directors to serve for a three-year term of office expiring at the 2023 Annual Meeting of Stockholders;
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2.
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Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
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3.
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Any other matter that properly comes before the Annual Meeting.
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•
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Are present in person at the virtual Annual Meeting; or
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•
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Have properly submitted a proxy card by mail or submitted a proxy by telephone or over the Internet.
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•
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FOR the election of the two nominees for Class I director; and
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•
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FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
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Proposals
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Required Vote
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Effect of Broker
Non-Votes |
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Effect of “Withhold”
Votes or Abstentions |
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1.
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Election of Directors
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Plurality of votes cast for each nominee
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None
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None
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2.
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Ratification of Independent Registered Public Accounting Firm
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Majority of the shares present and entitled to vote
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Not applicable
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Against
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Class
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Term Expiration
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Director
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Age
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Class I
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2020
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Les Funtleyder
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50
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Stacy J. Kanter
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61
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Class II
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2021
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Joel S. Marcus
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72
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Jay S. Skyler, M.D. MACP
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73
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Class III
|
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2022
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Teena Lerner, Ph.D.
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62
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Shoshana Shendelman, Ph.D.
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41
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Name
|
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Audit
Committee |
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Compensation
Committee |
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Nominating &
Corporate Governance Committee |
Shoshana Shendelman, Ph.D.(1)
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•
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Les Funtleyder
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Stacy J. Kanter
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Chair
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•
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Teena Lerner, Ph.D.(2)
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•
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Chair
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Joel S. Marcus
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•
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•
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Jay S. Skyler, M.D., MACP
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•
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Chair
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(1)
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Chair of the board of directors.
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(2)
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Lead Independent Director
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Year Ended December 31,
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2019
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2018
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Audit Fees(1)
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$340,000
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$55,000
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Audit-Related Fees(2)
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$521,315
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—
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Tax Fees
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—
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—
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All Other Fees
|
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—
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—
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Total
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$861,315
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$55,000
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(1)
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Audit fees consist of fees for services necessary to perform the audit of our consolidated financial statements for fiscal 2019 and 2018.
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(2)
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Audit-related fees consist of fees for assurance and related services reasonably related to the performance of the audit or review and fees related to the preparation and review of documents filed with the SEC, including those related to the IPO (as defined below) and subsequent equity offerings.
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•
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Each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
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•
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Each of our directors;
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•
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Each of our named executive officers; and
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•
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All of our current executive officers and directors as a group.
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Number of Shares
Beneficially Owned |
| |
Percentage of
Shares Beneficially Owned |
Greater than 5% Stockholders:
|
| |
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Shoshana Shendelman, Ph.D.(1)
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6,487,111
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27.5%
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Entities affiliated with Alexandria Venture(2)
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3,390,576
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15.4%
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Directors and Named Executive Officers:
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Les Funtleyder(3)
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201,922
|
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*
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Stacy J. Kanter(4)
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13,320
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*
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Teena Lerner, Ph.D.(5)
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68,383
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*
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Joel S. Marcus(2)(6)
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454,573
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2.1%
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Riccardo Perfetti, M.D., Ph.D.(7)
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334,911
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1.5%
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Jay S. Skyler, M.D., MACP(8)
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6,820
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*
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Mark J. Vignola, Ph.D.(9)
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70,668
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*
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All current executive officers and directors as a group (ten persons)(10)
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7,637,733
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31.5%
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*
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Represents beneficial ownership of less than 1%.
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(1)
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Dr. Shendelman is also a director and named executive officer. Includes (a) 554,285 shares of common stock held by Dr. Shendelman, (b) 88,397 shares held by Clearpoint Strategy Group LLC, of which Dr. Shendelman is the sole owner, (c) 1,492,094 shares of common stock held by Sycamore Family I LLC, of which Dr. Shendelman’s spouse, Vladimir Shendelman, is the sole manager, (d) 1,750,000 shares held by Sycamore 2020 GRAT, over which Dr. Shendelman holds sole voting and dispositive power over such shares as the Investment Advisor, (e) 290,280 shares held by Ginko Family LLC, of which Dr. Shendelman is the sole manager, (f) 709,720 shares held by Vladimir Shendelman, Dr. Shendelman’s spouse, and (g) 1,602,335 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(2)
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Includes (a) 2,146,599 shares held by Alexandria Venture Investments, LLC (“Alexandria Venture”), and (b) 1,243,977 shares held by Alexandria Equities No. 7, LLC (“Alexandria Equities,” and together with Alexandria Venture, the “Alexandria Entities”). One of our directors, Joel S. Marcus, is the Executive Chairman and founder of Alexandria Real Estate Equities, Inc.,
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(3)
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Includes 184,774 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(4)
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Includes 6,820 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(5)
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Includes 18,790 shares of common stock underlying outstanding options that are immediately exercisable or will become exercisable within 60 days.
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(6)
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Includes 49,213 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(7)
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Includes 334,911 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(8)
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Includes 6,820 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(9)
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Includes 70,668 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(10)
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Includes an aggregate of 2,274,331 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days, held by eight of the ten executive officers and directors.
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•
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Shoshana Shendelman, Ph.D., our President and Chief Executive Officer;
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•
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Mark Vignola, Ph.D., our Chief Financial Officer; and
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•
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Riccardo Perfetti, M.D., Ph.D., our Chief Medical Officer.
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Name and Principal Position
|
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Year
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Salary
($)(1) |
| |
Bonus
($) |
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Option
Awards ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
($) |
Shoshana Shendelman, Ph.D.
President and Chief Executive Officer |
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2019
|
| |
550,000
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| |
—
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11,039,972(4)
|
| |
—
|
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11,589,972
|
|
2018
|
| |
500,000
|
| |
—
|
| |
685,554
|
| |
—
|
| |
1,185,554
|
||
Mark Vignola, Ph.D.
Chief Financial Officer |
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2019
|
| |
400,000
|
| |
160,000
|
| |
1,508,882
|
| |
8,151
|
| |
2,077,033
|
Riccardo Perfetti, M.D., Ph.D.
Chief Medical Officer |
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2019
|
| |
450,000
|
| |
297,500(5)
|
| |
2,600,221(7)
|
| |
9,594
|
| |
3,357,315
|
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2018
|
| |
167,307
|
| |
275,000(6)
|
| |
725,241
|
| |
10,221
|
| |
1,177,769
|
(1)
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Salary amounts represent actual amounts paid during the applicable year. See “— Narrative to the Summary Compensation Table — Annual Base Salary” below for more information.
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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 during the applicable year computed in accordance with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in the notes to our financial statements included in our Annual Report. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, 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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The amounts represent matching contributions made by us to the named executive officer’s 401(k) plan account.
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(4)
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Consists of (i) an annual grant of options made on March 18, 2019 in respect of 2018 performance, (ii) an IPO grant of options granted on May 13, 2019, (iii) a grant of options made on December 16, 2019 in respect of 2019 performance in lieu of a grant of options that would have otherwise been made in early 2020 in respect of 2019 performance and (iv) a fully vested grant of options made on December 16, 2019 in lieu of an annual cash bonus in respect of 2019. While certain of these options relate to 2018 performance and certain others relate to 2019 performance, the applicable compensation disclosure rules require that the value of all of the option grants be included in this table.
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(5)
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Consists of Dr. Perfetti’s retention bonus ($50,000) and an annual discretionary bonus for the 2019 calendar year ($247,500).
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(6)
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Consists of Dr. Perfetti’s sign-on bonus ($50,000) and an annual discretionary bonus for the 2018 calendar year ($225,000).
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(7)
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Consists of the following option awards to Dr. Perfetti: (i) an annual grant of options made on March 18, 2019 in respect of 2018 performance, (ii) an IPO grant of options made on May 13, 2019 and (iii) a grant of options made on December 16, 2019 in respect of 2019 performance in lieu of a grant of options that would have otherwise been made in early 2020 in respect of 2019 performance. While certain of these options relate to 2018 performance and certain others relate to 2019 performance, the applicable compensation disclosure rules require that the value of all of the option grants be included in this table.
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Option Awards
|
|||||||||
Name and Principal Position
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) (Exercisable) |
| |
Number of
Securities Underlying Unexercised Options (#) (Unexercisable) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
Shoshana Shendelman, Ph.D.
|
| |
|
| |
|
| |
|
| |
|
| |
|
President and Chief Executive Officer
|
| |
March 21, 2017(1)
|
| |
27,624
|
| |
—
|
| |
1.00
|
| |
March 21, 2027
|
|
| |
March 8, 2018(2)
|
| |
484,641
|
| |
242,320
|
| |
1.44
|
| |
March 7, 2028
|
|
| |
March 18, 2019(3)
|
| |
316,298
|
| |
632,596
|
| |
4.70
|
| |
March 17, 2029
|
|
| |
May 13, 2019(4)
|
| |
—
|
| |
767,349
|
| |
10.00
|
| |
May 13, 2029
|
|
| |
December 16, 2019(5)
|
| |
—
|
| |
209,000
|
| |
22.20
|
| |
December 16, 2029
|
|
| |
December 16, 2019(1)
|
| |
23,317
|
| |
—
|
| |
22.20
|
| |
December 16, 2029
|
Mark Vignola
|
| |
|
| |
|
| |
|
| |
|
| |
|
Chief Financial Officer
|
| |
May 3, 2019(6)
|
| |
—
|
| |
161,594
|
| |
12.93
|
| |
May 3, 2029
|
|
| |
May 13, 2019(4)
|
| |
—
|
| |
34,104
|
| |
10.00
|
| |
May 13, 2029
|
Riccardo Perfetti, M.D., Ph.D.
|
| |
|
| |
|
| |
|
| |
|
| |
|
Chief Medical Officer
|
| |
December 17, 2018(7)
|
| |
165,996
|
| |
47,428
|
| |
1.44
|
| |
December 16, 2028
|
|
| |
March 18, 2019(8)
|
| |
78,057
|
| |
55,755
|
| |
4.70
|
| |
March 17, 2029
|
|
| |
May 13, 2019(4)
|
| |
—
|
| |
170,522
|
| |
10.00
|
| |
May 13, 2029
|
|
| |
December 16, 2019(5)
|
| |
—
|
| |
80,000
|
| |
22.20
|
| |
December 16, 2029
|
(1)
|
This option was fully vested as of December 31, 2019.
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(2)
|
Two-thirds of this option was vested as of December 31, 2019, and the remainder vested on March 8, 2020.
|
(3)
|
One-third of this option vested on each of December 31, 2019 March 18, 2020, and the remainder vests on March 8, 2021.
|
(4)
|
One-fourth of this option vests on May 13, 2020, and the remainder vests monthly thereafter in one thirty-sixth increments.
|
(5)
|
One-fourth of this option vests on December 16, 2020, and the remainder vests monthly thereafter in one thirty-sixth increments.
|
(6)
|
One-third of this option vests on April 27, 2020, and the remainder vests monthly in one twenty-fourth increments.
|
(7)
|
One-third of this option vested on August 27, 2018, an additional sixteen twenty-fourths was vested as of December 31, 2019 and the remainder vests monthly in one twenty-fourth increments.
|
(8)
|
One-third of this option vested on March 18, 2019, an additional nine twenty-fourths was vested as of December 31, 2019 and the remainder vests monthly in one twenty-fourth increments.
|
•
|
Arrange for the assumption, continuation, or substitution of a stock award by a successor corporation;
|
•
|
Arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;
|
•
|
Accelerate the vesting, in whole or in part, of the stock award and provide for its termination if not exercised (if applicable) at or before the effective time of the transaction;
|
•
|
Arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us;
|
•
|
Cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised before the effective time of the transaction, in exchange for a cash payment, if any; or
|
•
|
Make a payment equal to the excess, if any, of (A) the value of the property the participant would have received on exercise of the award immediately before the effective time of the transaction, over (B) any exercise price payable by the participant in connection with the exercise.
|
•
|
Provide for the acceleration of vesting with respect to, all or any portion of an award;
|
•
|
Cancel an award for a cash payment equal to the fair market value which, in the case of stock options will be deemed to be equal to the excess, if any, of the value of the consideration to be paid in the change of control transaction to holders of the same number of shares of common stock subject to the options over the aggregate exercise price;
|
•
|
Provide for the issuance of a substitute award that will substantially preserve the otherwise applicable terms of any affected award;
|
•
|
Terminate unvested stock options without providing accelerated vesting; or
|
•
|
Take any other action with respect to the awards our board of directors or committee deems appropriate.
|
Position
|
| |
Annual
Service Retainer |
| |
Chairperson
Additional Retainer |
Board of Directors
|
| |
$40,000
|
| |
$—
|
Audit committee
|
| |
7,500
|
| |
15,000
|
Compensation committee
|
| |
6,000
|
| |
12,000
|
Nominating and corporate governance committee
|
| |
4,000
|
| |
8,000
|
Name
|
| |
Director
Compensation ($) |
| |
Option
Awards(2) ($) |
| |
Total
($) |
Les Funtleyder
|
| |
23,333
|
| |
601,713(3)
|
| |
625,046
|
Franklin M. Berger, CFA(1)
|
| |
—
|
| |
114,197(4)
|
| |
114,197
|
Joel S. Marcus
|
| |
33,942
|
| |
240,026(5)
|
| |
273,968
|
Teena Lerner, Ph.D.
|
| |
38,555
|
| |
240,026(5)
|
| |
278,581
|
Stacy J. Kanter
|
| |
38,440
|
| |
125,829(6)
|
| |
164,269
|
Jay Skyler
|
| |
34,796
|
| |
125,829(6)
|
| |
160,625
|
(1)
|
Mr. Berger was a member of our board of directors until the date of the IPO.
|
(2)
|
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal year 2019 computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in the notes to our financial statements included in the Annual Report. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options.
|
(3)
|
Represents an option to purchase 27,624 shares of our common stock granted in March 2018 at an exercise price of $1.44 per share.
|
(4)
|
Represents an option to purchase 35,911 shares of our common stock granted in March 2019 at an exercise price of $4.70 per share.
|
(5)
|
Represents options to purchase 35,911 shares of our common stock granted in March 2019 at an exercise price of $4.70 per share and 20,460 shares of our common stock granted in May 2019 at an exercise price of $10.00 per share
|
(6)
|
Represents an option to purchase 20,460 shares of our common stock granted in May 2019 at an exercise price of $10.00 per share.
|
Name
|
| |
Option Awards
Outstanding at December 31, 2019 |
Les Funtleyder
|
| |
198,414(2)
|
Franklin M. Berger, CFA(1)
|
| |
—
|
Joel S. Marcus
|
| |
78,824(3)
|
Teena Lerner, Ph.D.
|
| |
78,824(3)
|
Stacy J. Kanter
|
| |
20,460(4)
|
Jay Skyler
|
| |
20,460(4)
|
(1)
|
Mr. Berger was a member of our board of directors until the date of the IPO.
|
(2)
|
Represents (i) an option to purchase 18,453 shares of our common stock granted June 22, 2016, which was fully vested as of December 31, 2019; (ii) an option to purchase 159,502 shares of our common stock granted March 7, 2019, which accelerated in full and vested on May 28, 2019; and (iii) an option to purchase 20,460 shares of our common stock granted on June 4, 2019, of which six-thirty-sixths were vested as of December 31, 2019 and the remainder vests monthly thereafter in one-thirty-sixth increments.
|
(3)
|
Represents (i) an option to purchase 18,453 shares of our common stock granted March 21, 2017, which was fully vested as of December 31, 2019; (ii) an option to purchase 35,911 shares of our common stock granted March 18, 2019, of which one-third was fully vested as of December 31, 2019 and the remainder vests yearly in one-third increments; and (iii) an option to purchase 20,460 shares of our common stock granted May 13, 2019, of which seven-thirty-sixths were vested as of December 31, 2019 and the remainder vests monthly thereafter in one-thirty-sixth increments.
|
(4)
|
Represents an option to purchase 20,460 shares of our common stock granted May 13, 2019, of which seven-thirty-sixths were vested as of December 31, 2019 and the remainder vests monthly thereafter in one-thirty-sixth increments.
|
Name
|
| |
Series A
Preferred Stock (#) |
| |
Aggregate Cash
Purchase Price ($) |
Franklin M. Berger, CFA(1)
|
| |
244,032
|
| |
552,125
|
Joel S. Marcus(2)
|
| |
110,497
|
| |
250,000
|
Alexandria Venture Investments, LLC(2)
|
| |
800,716
|
| |
1,811,625
|
(1)
|
Mr. Berger was a member of our board of directors until the date of the IPO.
|
(2)
|
Mr. Marcus, a member of our board of directors, is the Executive Chairman and founder of Alexandria Real Estate Equities, Inc., the managing member of Alexandria Venture Investments, LLC, or Alexandria Venture. Alexandria Real Estate Equities, Inc. has full voting and investment power with respect to the shares owned by the Alexandria Venture.
|
Name
|
| |
Series B
Preferred Stock (#) |
| |
Cancellation of
Indebtedness (Note Conversion) ($) |
| |
Cash Purchase
Price of Series B Preferred Stock ($) |
| |
Aggregate
Purchase Price ($) |
Franklin M. Berger, CFA(1)
|
| |
294,695
|
| |
1,272,568
|
| |
615,955
|
| |
1,888,523
|
Affiliates of E Squared(2)
|
| |
675,744
|
| |
46,608
|
| |
5,001,684
|
| |
5,048,292
|
Joel S. Marcus(3)
|
| |
135,192
|
| |
288,596
|
| |
651,530
|
| |
940,126
|
Entities affiliated with Alexandria Venture(4)
|
| |
1,614,860
|
| |
1,673,052
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10,000,059
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11,673,111
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(1)
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Mr. Berger was a member of our board of directors until the date of the IPO. 212,430 shares of Series B Preferred Stock held by Mr. Berger were issued as a result of the conversion of his 2018 Note.
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(2)
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Consists of (a) 7,734 shares of our Series B Preferred Stock held by Edward Ilyadzhanov and (b) 668,010 shares of our Series B Preferred Stock held by A1, a Series of E Squared Investment Fund, LLC, or A1. 7,734 shares of Series B Preferred Stock held by Mr. Ilyadzhanov were issued as a result of the conversion of his 2018 Note. Mr. Funtleyder, our interim Chief Financial Officer and a member of our board of directors, is a healthcare portfolio manager at E Squared Capital Management, LLC, or E Squared, which is the general manager of A1. Mr. Ilyadzhanov, the founder, Managing Partner and Chief Investment Officer of E Squared, has full voting and investment power with respect to shares owned by A1.
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(3)
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Mr. Marcus is a member of our board of directors. 48,176 shares of Series B Preferred Stock held by Mr. Marcus were issued as a result of the conversion of his 2018 Note.
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(4)
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Consists of (a) 370,883 shares of our Series B Preferred Stock held by Alexandria Venture and (b) 1,243,977 shares of our Series B Preferred Stock held by Alexandria Equities No. 7, LLC, or Alexandria Equities. 279,281 shares of Series B Preferred Stock held by Alexandria Venture were issued as a result of the conversion of its 2018 Note. Mr. Marcus, a member of our board of directors, is the Executive Chairman and founder of Alexandria Real Estate Equities, Inc., the managing member of Alexandria Venture and the parent company of ARE-QRS Corp., which is the general partner of Alexandria Real Estate Equities L.P., which is the managing member of ARE-Special Services, LLC, which is the managing member of the Alexandria Equities. Alexandria Real Estate Equities, Inc. has full voting and investment power with respect to the shares owned by the Alexandria Venture. ARE-QRS Corp. has full voting and investment power with respect to the shares owned by the Alexandria Equities.
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By Order of the Board of Directors,
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Shoshana Shendelman, Ph.D.
Chair, President, Chief Executive Officer and Secretary |