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 Pursuant to §240.14a-12
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CytomX Therapeutics, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1.
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To elect three directors with terms to expire at the 2023 Annual Meeting of Stockholders;
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2.
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To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;
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3.
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To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 shares to 150,000,000 shares;
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4.
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To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders; and
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5.
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To conduct any other business properly brought before the 2020 Annual Meeting of Stockholders.
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1.
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FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement;
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2.
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FOR the ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm, as described in Proposal No. 2 of the Proxy Statement;
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3.
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FOR the approval of an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000, as described in Proposal No. 3 of the Proxy Statement; and
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4.
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FOR the advisory vote to approve the compensation of the Company’s named executive officers, as described in Proposal No.4 of the Proxy Statement.
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/s/ Lloyd A. Rowland
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Lloyd A. Rowland
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General Counsel, Chief Compliance Officer and Secretary
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South San Francisco, California
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April 29, 2020
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Proposal 1: To elect three directors with terms to expire at the 2023 Annual Meeting of Stockholders.
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Proposal 2: To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020.
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Proposal 3: To approve the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 shares to 150,000,000 shares.
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Proposal 4: A non-binding advisory vote to approve the compensation of our named executive officers.
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For Proposal 1, you may either vote “For” or “Against” or abstain from voting with respect to each nominee to the Board.
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For Proposal 2, you may either vote “For” or “Against” or abstain from voting.
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For Proposal 3, you may either vote “For” or “Against” or abstain from voting.
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For Proposal 4, you may either vote “For” or “Against” or abstain from voting.
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1.
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To vote online during the annual meeting, visit www.virtualshareholdermeeting.com/CTMX2020 and have ready your 16-digit control number that was included in your Notice of Access of Internet Availability of Proxy Materials or included in the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the annual meeting. Shares for which you are the beneficial owner but not the shareholder of record may also be voted electronically during the annual meeting.
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2.
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To vote on the Internet prior to the annual meeting, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 16-digit control number from the notice and follow the instructions. Your vote must be received by 11:59 p.m., Eastern Time, on June 16, 2020 to be counted.
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3.
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To vote by phone, request a paper or email copy of the proxy materials by following the instructions on the notice and call the number provided with the proxy materials to transmit your voting instructions. Your vote must be received by 11:59 p.m., Eastern Time, on June 16, 2020 to be counted.
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4.
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To vote by mail, request a paper copy of the proxy materials by following the instructions on the notice and complete, sign and date the proxy card enclosed with the paper copy of the proxy materials and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.
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1.
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Proposal 1: “For” election of three nominees for director.
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2.
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Proposal 2: “For” the ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.
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3.
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Proposal 3: “For” the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 shares to 150,000,000 shares.
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4.
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Proposal 4: “For” the non-binding, advisory vote to approve the compensation of our named executive officers.
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With respect to Proposals 1, 2, 3 and 4, “For” votes, “Against” votes and abstentions.
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Additionally, with respect to Proposal 1 and 4, broker non-votes.
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For Proposal 1 electing three members of the Board, each director must receive a “For” vote from a majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the election of directors. A majority of votes cast shall mean that the number of shares voted “For” the director’s election exceeds 50% of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case and excluding abstentions and broker non-votes with respect to that director’s election.
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For Proposal 2 ratifying the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020, the proposal must receive a “For” vote from the majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the proposal, with votes cast including votes “Against” and excluding abstentions. This is a routine proposal and therefore we do not expect any broker non-votes.
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For Proposal 3, approving the amendment to our Amended and Restated Certificate of Incorporate to increase the number of authorized shares of common stock from 75,000,000 shares to 150,000,000 shares, the proposal must receive a “For” vote from the majority of the outstanding shares of our common stock as of the Record Date. Abstentions will have the effect of a vote “Against” this proposal. This is a routine proposal and therefore we do not expect any broker non-votes.
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For Proposal 4, being the non-binding advisory vote to approve the compensation of our named executive officers, the proposal must receive a “For” vote from the majority of the votes cast either online or by proxy at the annual meeting and that are entitled to vote on the proposal, with votes cast excluding abstentions and broker non-votes. While the vote on this resolution is advisory and not binding on us, our Compensation Committee and our Board will consider the outcome of the vote on this resolution when considering future executive compensation decisions.
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1.
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A duly executed proxy card with a later date or time than the previously submitted proxy;
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2.
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A written notice that you are revoking your proxy to our Secretary, care of CytomX Therapeutics, Inc., at 151 Oyster Point Boulevard, Suite 400, South San Francisco, CA 94080; or
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3.
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A later-dated vote on the Internet or by phone or a ballot cast online at the annual meeting by following the instructions at www.virtualshareholdermeeting.com/CTMX2020 (simply attending our virtual annual meeting will not, by itself, revoke your proxy).
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Name
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Position
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Age
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Frederick W. Gluck
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Class II Director
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84
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Matthew P. Young
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Class II Director
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50
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Elaine V. Jones, Ph.D.
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Class II Director
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65
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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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$1,640,940.00
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$1,217,712.00
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Tax Fees(2)
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$318,191.22
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$487,961.26
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Audit-Related Fees(3)
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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 Fees
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$1,959,131.22
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$1,705,673.26
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(1)
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Audit fees of Ernst & Young LLP for the years ending December 31, 2019 and 2018 were for professional services rendered for the audits of our financial statements, including accounting consultation, reviews of quarterly financial statements and professional services rendered in connection with our registration statements. Fees for 2019 include services associated with an amendment to our registration statement, which we filed with the SEC in February 2019. Fees for 2018 include services associated with two registration statements, which we filed with the SEC in March 2018 and November 2018, and services associated with two prospectus supplements, both of which were filed with the SEC in July 2018.
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(2)
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This category consists of fees for services provided for tax consultation services.
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(3)
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This category consists of fees for professional services rendered that are reasonably related to the performance of the audit or review of our financial statements.
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Beneficial Ownership**
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Beneficial Owner
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Number of Shares
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Percent of Total
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BlackRock, Inc.(1)
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4,016,048
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8.7%
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Perceptive Advisors LLC(2)
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3,253,923
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7.1%
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Vanguard Group(3)
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2,689,604
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5.9%
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Victory Capital Management(4)
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2,813,451
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6.1%
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Biotechnology Value Fund(5)
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3,188,948
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6.9%
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Sean A. McCarthy, D. Phil.(6)
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1,334,347
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2.8%
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Debanjan Ray(7)
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370,959
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*
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Rachel W. Humphrey, M.D.(8)
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188,436
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*
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W. Michael Kavanaugh, M.D.(9)
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657,202
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1.4%
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Lloyd Rowland(10)
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91,650
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*
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Amy Peterson M.D.(11)
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2,604
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*
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Charles Fuchs, M.D., M.P.H.(12)
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52,111
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*
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Frederick W. Gluck(13)
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586,069
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1.2%
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Elaine V. Jones Ph.D.(14)
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24,253
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*
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John A. Scarlett, M.D.(15)
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70,000
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*
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Matthew P. Young(16)
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82,895
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*
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James R. Meyers(17)
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27,222
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*
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Halley Gilbert(18)
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—
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—
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All executive officers and directors as a group (15 persons)(19)
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3,487,748
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5.8%
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*
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Denotes ownership percentage less than 1%.
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**
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This table is based upon information supplied by officers, directors and principal stockholders and Forms 3, Forms 4 and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and dispositive power with respect to the shares indicated as beneficially owned.
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(1)
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Based solely on the Schedule 13G/A filed with the SEC on February 5, 2020, by BlackRock, Inc. reflecting information as of December 31, 2019. Blackrock, Inc. had sole voting power with respect to 3,902,727 shares and sole dispositive power with respect to 4,016,048 shares. BlackRock, Inc. reports its address as 55 East 52nd Street, New York, New York 10055.
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(2)
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Based solely on the Schedule 13G/A filed with the SEC on February 14, 2020 by Perceptive Advisors LLC, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. reflecting information as of December 31, 2019. Perceptive Life Sciences Master Fund, Ltd. directly holds 3,253,923 shares of our common stock and has shared voting power with respect to all shares and shared dispositive power with respect to all shares. Perceptive Advisors LLC serves as the investment manager to Perceptive Life Sciences Master Fund, Ltd. and may be deemed to beneficially own the securities held by Perceptive Life Sciences Master Fund, Ltd. Joseph Edelman is the managing member of Perceptive Advisors LLC and may be deemed to beneficially own the securities held by Perceptive Life Sciences Master Fund, Ltd. Perceptive Advisors LLC reports its address as 51 Astor Place, 10th Floor, New York, New York 10003.
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(3)
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Based solely on the Schedule 13G filed with the SEC on February 11, 2020 by The Vanguard Group, reflecting information as of December 31, 2019. The Vanguard Group had sole voting power with respect to 93,682 shares, dispositive power with respect to 2,596,647 shares, shared voting power with respect to 2,900 shares and shared dispositive power with respect to 92,957 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 90,057 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 6,525 shares as a result of its serving as investment manager of Australian investment offerings. The Vanguard Group reports its address as 100 Vanguard Blvd., Malvern, PA 19355.
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(4)
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Based solely on the Schedule 13G filed with the SEC on January 31, 2020 by Victory Capital Management Inc., reflecting information as of December 31, 2019. Victory Capital Management had sole voting power with respect to 2,719,431 shares and sole dispositive power with respect to 2,813,451 shares. Victory Capital Management reports its address as 4900 Tiedeman Rd. 4th Floor, Brooklyn, OH 44144.
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(5)
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Based solely on the Schedule 13G filed with the SEC on March 6, 2020 by Biotechnology Value Fund, L.P. (“BVF”), BVF I GP LLC (“BVF GP”), Biotechnology Value Fund II, L.P. (“BVF2”), BVF II GP LLC (“BVF2 GP”), Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), BVF Partners OS Ltd. (“Partners OS”), BVF GP Holdings LLC (“BVF GPH”), BVF Partners L.P. (“Partners”), BVF Inc., and Mark N. Lampert: (i) BVF is the beneficial owner of 1,640,852 shares, (ii) BVF2 is the beneficial owner of 1,226,415 shares and (iii) Trading Fund OS is the beneficial owner of 221,566 shares. BVF GP, as the general partner of BVF, may be deemed to beneficially
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(6)
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Consists of (a) 77,118 shares of our common stock held in the McCarthy Family Trust dated August 9, 2001, Sean A. McCarthy and Jeanette J. McCarthy, as Trustees, (b) 7,188 shares of our common stock held in Dr. McCarthy’s name and (c) 1,250,041 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(7)
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Consists of 370,959 shares of our common stock. Mr. Ray separated from the Company in May 2019.
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(8)
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Consists of 188,436 shares of our common stock. Dr. Humphrey separated from the Company in August 2019.
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(9)
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Consists of (a) 19,047 shares of our common stock and (b) 638,155 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(10)
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Consists of (a) 11,791 shares of our common stock and (b) 79,859 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(11)
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Consists of 2,604 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(12)
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Consists of 52,111 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(13)
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Consists of (a) 237,015 shares of our common stock held in Mr. Gluck’s name, (b) 271,643 shares of our common stock held by the Frederick W. Gluck 1997 Family Trust dtd July 28, 1997, of which Mr. Gluck is a trustee, (c) 18,211 shares of our common stock held by Richlin Partners, LLC, an entity owned by the spouse of Mr. Gluck (d) 3,200 shares of our common stock held by the spouse of Mr. Gluck and (e) 56,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(14)
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Consists of (a) 142 shares of our common stock and (b) 24,111 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(15)
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Consists of 70,000 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(16)
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Consists of 82,895 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(17)
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Consists of 27,222 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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(18)
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Ms. Gilbert was appointed to our Board on April 28, 2020. As of April 20, 2020, Ms. Gilbert did not hold any shares of common stock in the Company and neither had she been granted any stock options in the Company.
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(19)
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Consists of: (a) 1,204,750 shares of our common stock, and (b) 2,282,998 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of April 20, 2020.
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the related party’s interest in the transaction;
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the approximate dollar value of the amount involved in the related party transaction;
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the approximate dollar value of the amount of the related party’s interest in the transaction without regard to the amount of any profit or loss;
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whether the transaction was undertaken in our ordinary course of business;
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whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;
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the purpose and the potential benefits of the related party transaction to us;
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required public disclosure, if any; and
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any other information regarding the related party transaction or the related party in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
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Name
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Position
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Age
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Sean A. McCarthy, D. Phil.
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Class I Director, President, Chief Executive Officer and Chairman of the Board
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53
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John Scarlett, M.D.
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Class I Director
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69
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Elaine V. Jones, Ph.D.
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Class II Director
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65
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Frederick W. Gluck
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Class II Director
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84
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Matthew P. Young
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Class II Director
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50
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Charles S. Fuchs, M.D., M.P.H.
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Class III Director
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59
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James R. Meyers
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Class III Director
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54
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Halley Gilbert(1)
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Class III Director
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50
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(1)
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Ms. Gilbert was appointed to our Board on April 27, 2020.
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•
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review and approval of the Company’s annual operating and capital spending plan and review of management’s updates as to the progress against the plan and any related risks and uncertainties;
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periodic consideration of the balance of risk and opportunities presented by the Company’s medium to long-term strategic plan and the potential implications of success and failure in one or more of the Company’s key drug development programs;
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regular consideration of the risks and uncertainties presented by alternative clinical development strategies;
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regular review of the progress and results of the Company’s clinical development programs and early research efforts, including, without limitation, the strengths, weaknesses, opportunities and threats for these programs;
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periodic review and oversight of any material outstanding litigation or threatened litigation;
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review and approval of material collaboration partnerships for the further development and commercial exploitation of the Company’s proprietary drug development programs and technologies;
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regular review and approval of the annual corporate goals and an assessment of the Company’s level of achievement against these established goals;
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regular review of the Company’s financial position relative to the risk and opportunities for the Company’s business;
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periodic review of the Company’s intellectual property estate;
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review and assessment of succession planning and performance concerns for the Section 16 officers; and
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periodic review of the Company’s compensation programs.
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Name
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Audit
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Compensation
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Nominating and
Corporate Governance |
Sean A. McCarthy, D. Phil.
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—
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—
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—
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Charles S. Fuchs, M.D., M.P.H.
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—
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X
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—
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Frederick W. Gluck
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—
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X
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X(1)
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John Scarlett, M.D.
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X
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X(1)
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—
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Matthew P. Young
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X(1)
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—
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—
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James R. Meyers
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X
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—
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X
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Elaine V. Jones, Ph.D.
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—
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—
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X
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Halley Gilbert(2)
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—
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—
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—
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Total meetings in 2019
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4
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8
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4
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(1)
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Committee chairman
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(2)
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Ms. Gilbert was appointed to our Board in April 2020.
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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 annually a report by the independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;
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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
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•
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coordinating the oversight and reviewing the adequacy of our internal control over financial reporting with both management and the independent registered public accounting firm;
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establishing policies and procedures for the receipt and retention of accounting related complaints and concerns, including a confidential, anonymous mechanism for the submission of concerns by employees;
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periodically reviewing legal compliance matters, including any securities trading policies, periodically reviewing significant accounting and other financial risks or exposures to our company and reviewing and, if appropriate, approving all transactions between our company and any related party (as described in Item 404 of Regulation S-K promulgated under the Exchange Act);
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•
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establishing policies for the hiring of employees and former employees of the independent registered public accounting firm;
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•
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consulting with management on the establishment of procedures and internal controls to address cyber security related risks; and
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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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•
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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 approving the compensation of our chief executive officer;
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•
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reviewing and approving the compensation of our other executive officers;
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•
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reviewing our compensation, welfare, benefit and pension plans and similar plans;
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•
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reviewing and making recommendations to the Board with respect to director compensation; and
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•
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preparing for inclusion in our proxy statement the report, if any, of the compensation committee required by the SEC.
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•
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identifying individuals qualified to become members of the Board;
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•
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recommending to the Board the persons to be nominated for election as directors and to each committee of the Board;
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•
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annually reviewing our corporate governance guidelines; and
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•
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monitoring and evaluating the performance of the Board and leading the board in an annual self-assessment of its practices and effectiveness.
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Compensation Committee
John Scarlett, M.D. Frederick W. Gluck Charles S. Fuchs, M.D., M.P.H. |
Name
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Fees earned or
paid in cash ($) |
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Option awards(1)
($) |
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Total
($) |
Charles S. Fuchs, M.D., M.P.H.
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40,000
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87,122
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127,122
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Frederick W. Gluck
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49,375
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87,122
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136,497
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John Scarlett, M.D.
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52,500
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87,122
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139,622
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Matthew P. Young
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76,751
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87,122
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163,873
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James R. Meyers
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40,995
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87,122
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128,117
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Elaine V. Jones, Ph.D.
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25,364
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231,350
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256,714
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Halley Gilbert(2)
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—
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—
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—
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(1)
|
Pursuant to applicable SEC executive compensation disclosure rules, the amount reported in this column reflects the grant of 14,000 options granted on June 19, 2019 to each director named above, with a grant date fair value in accordance with Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”) of $87,122. Dr. Jones, who joined the Board in May, 2019, was also granted 28,000 options on May 1, 2019 with a grant date fair value in accordance with FASB ASC Topic 718 of $ 144,228 in connection with her appointment to the Board. For a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 14 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2019. As of December 31, 2019, our non-employee directors held outstanding options to purchase shares of our common stock as follows: Dr. Fuchs, 56,000; Mr. Gluck, 56,000; Dr. Scarlett, 70,000; Mr. Young, 82,895; Mr. Meyers, 42,000; and Dr. Jones, 42,000. Other than these options, none of our non-employee directors held any other equity awards in the Company on that date.
|
(2)
|
Ms. Gilbert was appointed to our Board in April 2020 and did not receive any compensation in 2019.
|
Annual Retainer for Board Membership
|
| |
$35,000
|
Additional Retainer for:
|
| |
|
Chairperson of the Board
|
| |
$30,000
|
Chairperson of the Audit Committee
|
| |
$15,000
|
Member of the Audit Committee
|
| |
$7,500
|
Chairperson of the Compensation Committee
|
| |
$10,000
|
Member of the Compensation Committee
|
| |
$5,000
|
Chairperson of the Nominating & Governance Committee
|
| |
$7,500
|
Member of the Nominating & Governance Committee
|
| |
$3,750
|
Lead Independent Director(1)
|
| |
$25,000
|
(1)
|
Mr. Young was reappointed as the Lead Independent Director of our Board in March, 2020.
|
Name
|
| |
Position
|
| |
Age
|
Sean A. McCarthy, D. Phil.
|
| |
President, Chief Executive Officer and Chairman of the Board
|
| |
53
|
W. Michael Kavanaugh, M.D.
|
| |
Senior Vice President, Chief Scientific Officer and Head of Research and Non-Clinical Development
|
| |
63
|
Lloyd A. Rowland
|
| |
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
|
| |
63
|
Amy Peterson, M.D.(1)
|
| |
Executive Vice President, Chief Development Officer
|
| |
53
|
Alison L. Hannah, M.D.(2)
|
| |
Senior Vice President, Chief Medical Officer
|
| |
59
|
Carlos Campoy(3)
|
| |
Senior Vice President, Chief Financial Officer
|
| |
55
|
(1)
|
Dr. Peterson was appointed to her position at the Company on October 14, 2019
|
(2)
|
Dr. Hannah was appointed to her position at the Company on February 3, 2020. Prior to her appointment, she advised the Company in her capacity as a consultant. For more information, see “Certain Relationships and Related Party Transactions—Consulting Agreement with Alison Hannah”.
|
(3)
|
Mr. Campoy was appointed to his position at the Company on March 23, 2020
|
Named Executive Officer
|
| |
Position
|
Sean A. McCarthy, D. Phil.
|
| |
President, Chief Executive Officer and Chairman
|
W. Michael Kavanaugh, M.D.
|
| |
Sr. Vice President, Chief Scientific Officer & Head of Research and Non-Clinical Development
|
Lloyd A. Rowland, J.D.
|
| |
Sr. Vice President, General Counsel, Secretary, and Chief Compliance Officer
|
Amy Peterson, M.D.(1)
|
| |
Executive Vice President, Chief Development Officer
|
Debanjan Ray(2)
|
| |
Former Sr. Vice President, Chief Financial Officer
|
Rachel Humphrey, M.D.(3)
|
| |
Former Sr. Vice President, Chief Medical Officer
|
(1)
|
Dr. Peterson was appointed to her position at the Company on October 14, 2019
|
(2)
|
Mr. Ray separated employment from the Company, effective May 15, 2019
|
(3)
|
Dr. Humphrey separated employment from the Company, effective August 19, 2019.
|
•
|
Pay for performance philosophy and culture
|
•
|
Significant portion of executive pay “at risk” and equity-based
|
•
|
Balance of pay for achievement of both short- and long-term performance
|
•
|
Responsible use of shares under our long-term incentive program
|
•
|
Engagement of an independent compensation consultant
|
•
|
Performance of an annual risk assessment of our compensation programs
|
•
|
Prohibition of hedging or pledging of our stock
|
•
|
Annual stockholder Say-on-Pay vote
|
•
|
Attract, motivate, retain and engage the highest caliber of executive leadership
|
•
|
Maintain a fiscally responsible suite of compensation programs in a highly competitive employment environment
|
•
|
Link incentive award opportunities to the achievement of measurable individual and corporate goals
|
•
|
Align the interests of executive officers with the interests of our shareholders by tying compensation to the achievement of our short- and long-term strategic, operational and financial goals, which will serve to maximize responsible value creation
|
•
|
Review and suggest changes to our compensation peer group for our executive and Board positions.
|
•
|
Analyze competitive market compensation for our executives and directors based on recommended peer companies and broader market survey data.
|
•
|
Develop and refine executive and director compensation programs.
|
•
|
Provide guidance on emerging executive compensation governance issues and industry best practices.
|
•
|
Sector/Geography: US-based biotechnology companies, located in San Francisco Bay Area or other biotech “hub” markets that reflect the talent market.
|
•
|
Stage of development: Pre-commercial companies, with a continued focus on oncology companies when possible.
|
•
|
Market capitalization: Generally, between $500M and $3B.
|
•
|
Number of employees: Headcount between 50 and 300 employees.
|
Acceleron Pharma
|
| |
ChemoCentryx
|
| |
MacroGenics
|
Aduro BioTech
|
| |
Editas Medicine
|
| |
Mirati Therapeutics
|
Aimmune Therapeutics
|
| |
Epizyme
|
| |
MyoKardia
|
Alder BioPharmaceuticals
|
| |
Five Prime Therapeutics
|
| |
Voyager Therapeutics
|
Atara Biotherapeutics
|
| |
Global Blood Therapeutics
|
| |
WAVE Life Sciences
|
Audentes Therapeutics
|
| |
Iovance Biotherapeutics
|
| |
Xencor
|
Blueprint Medicines
|
| |
Karyopharm Therapeutics
|
| |
|
•
|
Position and specific responsibilities.
|
•
|
Individual performance.
|
•
|
Level of experience.
|
•
|
Contribution to corporate and strategic goals.
|
•
|
Competitive market data for comparable positions at peer companies and the broader market.
|
|
| |
NEO BASE SALARIES
|
||||||
Named Executive Officer
|
| |
FY 2018
|
| |
FY 2019
|
| |
% Increase
|
Sean A. McCarthy, D. Phil.
|
| |
$550,000
|
| |
$575,000
|
| |
4.5%
|
W. Michael Kavanaugh, M.D.
|
| |
$427,357
|
| |
$444,451
|
| |
4%
|
Lloyd A. Rowland, J.D.
|
| |
$360,000
|
| |
$390,000
|
| |
8.3%
|
Amy Peterson, M.D.(1)
|
| |
$500,000
|
| |
—
|
| |
|
Debanjan Ray(2)
|
| |
$393,750
|
| |
$409,500
|
| |
4%
|
Rachel Humphrey, M.D.(3)
|
| |
$440,448
|
| |
$458,065
|
| |
4%
|
(1)
|
Dr. Peterson joined the Company in October 2019.
|
(2)
|
Mr. Ray separated employment from the Company on May 2019.
|
(3)
|
Dr. Humphrey separated employment from the Company on August 2019.
|
Named Executive Officer
|
| |
2019 Base Salary
|
| |
Target AIP
(as % of base salary) |
Sean A. McCarthy, D. Phil.
|
| |
$575,000
|
| |
60%
|
W. Michael Kavanaugh, M.D.
|
| |
$444,452
|
| |
40%
|
Lloyd A. Rowland, J.D.
|
| |
$390,000
|
| |
40%
|
Amy Peterson, M.D.
|
| |
$500,000
|
| |
50%
|
Debanjan Ray(1)
|
| |
$409,500
|
| |
40%
|
Rachel Humphrey, M.D.(2)
|
| |
$458,066
|
| |
40%
|
(1)
|
Mr. Ray separated employment from the Company on May 2019.
|
(2)
|
Dr. Humphrey separated employment from the Company on August 2019.
|
1.
|
Clinical development goals, including clinical trial progress on CX-072, CX-2009 and CX-2029;
|
2.
|
Research goals, including the accomplishment of projects pertaining to the advancement of potential product candidates;
|
3.
|
Business development goals; and
|
4.
|
Company culture goals, including goals pertaining to development of employees, enhancement of the Company’s corporate compliance program and team efforts.
|
|
| |
2019 Performance Goals
|
| |
Weighted
Attainment Level |
||||||
Metric
|
| |
Weighting
|
| |
Target
|
| |
Maximum
|
| ||
Research goals pertaining to the advancement of potential product candidates
|
| |
15%
|
| |
100%
|
| |
150%
|
| |
15%
|
Development goals pertaining to clinical trial progress on CX-072, CX-2009 and CX-2029
|
| |
60%
|
| |
100%
|
| |
150%
|
| |
50%
|
Business development
|
| |
15%
|
| |
100%
|
| |
150%
|
| |
15%
|
Company culture goals, including goals pertaining to hiring and retention, and the establishment of programs for employee development
|
| |
10%
|
| |
100%
|
| |
150%
|
| |
8%
|
Aggregate weighted attainment level
|
| |
|
| |
|
| |
|
| |
95%(1)
|
(1)
|
Includes 7% awarded in recognition of the accomplishment of two advancements in a corporate alliance project during the year.
|
|
| |
|
| |
Opportunity
|
| |
Actual
|
|||
Named Executive Officer
|
| |
2019 Base Salary
|
| |
Target AIP
(as % of base salary) |
| |
Target AIP
($) |
| |
2019 Earned
Award |
Sean A. McCarthy, D. Phil.
|
| |
$575,000
|
| |
60%
|
| |
$345,000
|
| |
$327,750
|
W. Michael Kavanaugh, M.D.
|
| |
$444,452
|
| |
40%
|
| |
$177,781
|
| |
$168,891
|
|
| |
|
| |
Opportunity
|
| |
Actual
|
|||
Named Executive Officer
|
| |
2019 Base Salary
|
| |
Target AIP
(as % of base salary) |
| |
Target AIP
($) |
| |
2019 Earned
Award |
Lloyd A. Rowland, J.D.
|
| |
$390,000
|
| |
40%
|
| |
$156,000
|
| |
$132,600
|
Amy Peterson, M.D.(1)
|
| |
$500,000
|
| |
50%
|
| |
$250,000
|
| |
$41,906
|
Debanjan Ray(2)
|
| |
$409,500
|
| |
40%
|
| |
$163,800
|
| |
$—
|
Rachel Humphrey, M.D.(3)
|
| |
$458,066
|
| |
40%
|
| |
$183,226
|
| |
$115,959
|
(1)
|
Final bonus payment pro-rated based on employment commencing on October 14, 2019.
|
(2)
|
Mr. Ray separated employment from the Company in May 2019 and was therefore not eligible for a year-end bonus.
|
(3)
|
Dr. Humphrey separated employment from the Company in August 2019 and in connection with her separation received a prorated annual bonus as part of her severance.
|
•
|
Attract key talent
|
•
|
Align our executives’ compensation with the long-term interests of our shareholders, as well as with CytomX’s performance over the long-term
|
•
|
Retain skilled leadership needed to drive the Company forward to achieve long-term success and value creation
|
•
|
Maintain competitive levels of executive compensation
|
•
|
Encourage employee ownership culture
|
Named Executive Officer
|
| |
Options (#)
|
Sean A. McCarthy, D. Phil.
|
| |
300,000
|
W. Michael Kavanaugh, M.D.
|
| |
90,000
|
Lloyd A. Rowland, J.D.(1)
|
| |
54,900
|
Amy Peterson, M.D.(2)
|
| |
400,000
|
Debanjan Ray(3)
|
| |
90,000
|
Rachel Humphrey, M.D.(4)
|
| |
90,000
|
(1)
|
Mr. Rowland’s option grants were prorated based on him joining the Company in May 2018.
|
(2)
|
25% vesting on 1 year anniversary of grant, following by a vesting schedule of 1/48th every month thereafter.
|
(3)
|
Mr. Ray separated employment from the Company in May 2019. We entered into a consulting arrangement with Mr. Ray through December 2020 and his equity awards continued to vest through December 2019, at which time, any unvested stock options were forfeited.
|
(4)
|
Dr. Humphrey separated employment from the Company in August 2019, at which time, any unvested stock options were forfeited.
|
Name and principal position
|
| |
Fiscal
year |
| |
Base
salary ($) |
| |
Bonus
($) |
| |
Stock
awards ($) |
| |
Option
awards ($)(1) |
| |
Non-equity
incentive plan compensation ($)(2) |
| |
All other
compensation ($)(3) |
| |
Total
($) |
Sean A. McCarthy, D. Phil.
President, Chief Executive Officer and Chairman of the Board of Directors |
| |
2019
|
| |
575,000
|
| |
—
|
| |
—
|
| |
2,862,180
|
| |
327,750
|
| |
5,000
|
| |
3,769,930
|
|
2018
|
| |
550,000
|
| |
—
|
| |
—
|
| |
4,514,280
|
| |
412,500
|
| |
5,453
|
| |
5,482,233
|
||
|
2017
|
| |
500,000
|
| |
—
|
| |
—
|
| |
2,284,886
|
| |
425,000
|
| |
3,453
|
| |
3,213,339
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
W. Michael Kavanaugh, M.D.
Senior Vice President, Chief Science Officer and Head of Research and Non-Clinical Development |
| |
2019
|
| |
444,452
|
| |
—
|
| |
—
|
| |
858,654
|
| |
168,892
|
| |
5,000
|
| |
1,476,997
|
|
2018
|
| |
427,357
|
| |
—
|
| |
—
|
| |
1,128,570
|
| |
213,679
|
| |
5,000
|
| |
1,774,606
|
||
|
2017
|
| |
410,921
|
| |
—
|
| |
—
|
| |
884,472
|
| |
201,351
|
| |
3,000
|
| |
1,499,744
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Lloyd A. Rowland
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary(4) |
| |
2019
|
| |
390,000
|
| |
—
|
| |
—
|
| |
523,779
|
| |
132,600
|
| |
51,464
|
| |
1,097,843
|
|
2018
|
| |
360,000
|
| |
—
|
| |
—
|
| |
1,447,650
|
| |
110,466
|
| |
26,586
|
| |
26,586
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Amy Peterson, M.D.
Executive Vice President, Chief Development Officer(5) |
| |
2019
|
| |
107,955
|
| |
—
|
| |
—
|
| |
1,548,000
|
| |
41,907
|
| |
1,697,861
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Debanjan Ray
Former Senior Vice President and Chief Financial Officer(6) |
| |
2019
|
| |
153,563
|
| |
—
|
| |
—
|
| |
858,654
|
| |
—
|
| |
52,461
|
| |
1,063,677
|
|
2018
|
| |
393,750
|
| |
—
|
| |
—
|
| |
1,504,760
|
| |
196,875
|
| |
5,000
|
| |
2,100,385
|
||
|
2017
|
| |
351,126
|
| |
—
|
| |
—
|
| |
980,246
|
| |
228,750
|
| |
3,000
|
| |
1,563,122
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Rachel W. Humphrey, M.D.
Former Senior Vice President and Chief Medical Officer(7) |
| |
2019
|
| |
289,761
|
| |
—
|
| |
—
|
| |
858,654
|
| |
—
|
| |
833,897
|
| |
1,871,354
|
|
2018
|
| |
440,448
|
| |
—
|
| |
—
|
| |
1,504,760
|
| |
220,224
|
| |
125,387
|
| |
2,290,819
|
||
|
2017
|
| |
410,800
|
| |
—
|
| |
—
|
| |
884,472
|
| |
244,426
|
| |
69,647
|
| |
1,609,345
|
(1)
|
The amounts reported in this column reflect the grant date fair value of option awards granted to the named executive officers. The grant date fair values have been determined in accordance with FASB ASC Topic 718. For the 2019 option grants, a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 14 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2019.
|
(2)
|
These amounts include payments under our annual incentive bonus plan, which is based on our performance against certain research and development and business development goals established by our compensation committee. Please see the above description entitled “Compensation Discussion and Analysis – Annual Performance-Based Cash Incentives” for a further discussion of our annual incentive bonus program.
|
(3)
|
The amounts reported in this column for 2019 include a 401(k) matching contribution of $5,000 for all NEOs other than Dr. Peterson, reimbursement, and travel expense reimbursements for Dr. Humphrey and Mr. Rowland totaling $226,394 and $46,464, respectively, and certain termination benefits applicable to Mr. Ray and Dr. Humphrey are discussed in footnotes (6) and (7) below.
|
(4)
|
Mr. Rowland’s 2019 option awards were prorated based on his joining the Company in June 2018. Under the “All other compensation” column, $46,464 represents travel reimbursement for 2019.
|
(5)
|
Dr. Peterson joined the Company in October 2019. Dr. Peterson’s 2019 cash incentive award was pro-rated to reflect her date of commencement of employment.
|
(6)
|
Mr. Ray separated employment from the Company in May 2019 but continued to provide consulting services until December 2019. Under the “All other compensation” column for Mr. Ray in 2019, $1,000 represents consulting fees paid in 2019 following Mr. Ray’s separation and $46,461 represents Mr. Ray’s PTO payout upon termination.
|
(7)
|
Dr. Humphrey separated employment from the Company in August 2019 but continued to provide consulting services. Under the “All other compensation” column for Dr. Humphrey in 2019, $115,959 represents a pro-rated target cash incentive award upon her separation from the Company, $226,394 represents Dr. Humphrey’s travel reimbursement, $458,065 represents her severance payout, and $33,479 represents Dr. Humphrey’s PTO payout upon termination.
|
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Award |
| |
All Other Option Awards
|
|||||||||||||||
Name
|
| |
Threshold
|
| |
Target(1)
|
| |
Maximum
|
| |
Grant Date
|
| |
Number of
Securities Underlying Options: |
| |
Exercise or
Base Price of Option Awards ($/Share) |
| |
Grant Date
Fair Value of Option Awards(2) |
Sean A. McCarthy, D. Phil.
|
| |
$ —
|
| |
$345,000
|
| |
$517,500
|
| |
1/25/2019
|
| |
300,000
|
| |
$16.85
|
| |
$2,862,180
|
W. Michael Kavanaugh, M.D.
|
| |
$—
|
| |
$177,781
|
| |
$266,671
|
| |
1/25/2019
|
| |
90,000
|
| |
$16.85
|
| |
$858,654
|
Lloyd Rowland(3)
|
| |
$—
|
| |
$156,000
|
| |
$234,000
|
| |
1/25/2019
|
| |
54,900
|
| |
$16.85
|
| |
$523,779
|
Amy Peterson, M.D.(4)
|
| |
$—
|
| |
$250,000
|
| |
$375,000
|
| |
10/15/2019
|
| |
400,000
|
| |
$7.16
|
| |
$1,548,000
|
Debanjan Ray(5)
|
| |
$—
|
| |
$163,800
|
| |
$245,700
|
| |
1/25/2019
|
| |
90,000
|
| |
$16.85
|
| |
$858,654
|
Rachel W. Humphrey, M.D.(6)
|
| |
$—
|
| |
$183,226
|
| |
$274,840
|
| |
1/25/2019
|
| |
90,000
|
| |
$16.85
|
| |
$858,654
|
(1)
|
As a percentage of base salary, the 2019 target bonus for Dr. McCarthy, Mr. Ray, Dr. Humphrey, Dr. Kavanaugh, Mr. Rowland and Dr. Peterson was 60%, 40%, 40%, 40%, 40% and 50% respectively. Maximum amounts represent 150% of target payouts.
|
(2)
|
The Company measures its stock-based awards made to employees based on the fair values of the awards as of the grant date using the Black-Scholes option-pricing model in accordance with FASB ASC Topic 718. For the 2019 option grants, a discussion of the assumptions and methodologies used to calculate these amounts, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 14 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2019.
|
(3)
|
Mr. Rowland’s 2019 option award was prorated based on joining the Company in June 2018.
|
(4)
|
Dr. Peterson joined the Company in October 2019. Her option grants include initial options granted to an NEO upon appointment to the Company.
|
(5)
|
Mr. Ray separated employment from the Company in May 2019. Mr. Ray was not eligible for a cash incentive award for 2019.
|
(6)
|
Dr. Humphrey separated employment from the Company in August 2019. Dr. Humphrey received a pro-rated target cash incentive award in connection with her separation from the Company.
|
|
| |
Grant Date
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
Sean A. McCarthy, D. Phil.
|
| |
9/21/2011
|
| |
8/09/2011
|
| |
328,143
|
| |
—
|
| |
—
|
| |
1.1339
|
| |
9/20/2021
|
|
2/26/2013
|
| |
2/26/2013
|
| |
90,941
|
| |
—
|
| |
—
|
| |
0.9450
|
| |
2/25/2023
|
||
|
2/09/2015
|
| |
1/01/2015
|
| |
136,071
|
| |
—
|
| |
—
|
| |
1.5749
|
| |
2/08/2025
|
||
|
8/26/2015
|
| |
8/28/2015
|
| |
20,500
|
| |
—
|
| |
—
|
| |
6.6147
|
| |
8/25/2025
|
||
|
1/21/2016(1)
|
| |
1/01/2016
|
| |
131,611
|
| |
4,688
|
| |
—
|
| |
14.4600
|
| |
1/20/2026
|
||
|
1/25/2017(1)
|
| |
1/01/2017
|
| |
169,166
|
| |
65,133
|
| |
—
|
| |
11.9400
|
| |
1/24/2027
|
||
|
1/24/2018(2)
|
| |
1/1/2018
|
| |
143,750
|
| |
156,250
|
| |
—
|
| |
25.8200
|
| |
1/23/2028
|
||
|
1/25/2019(2)
|
| |
1/1/2019
|
| |
68,750
|
| |
231,250
|
| |
—
|
| |
16.85
|
| |
1/24/2029
|
||
W. Michael Kavanaugh, M.D.
|
| |
2/09/2015
|
| |
1/09/2015
|
| |
240,912
|
| |
—
|
| |
—
|
| |
1.5749
|
| |
02/08/2025
|
|
5/07/2015
|
| |
12/31/2016
|
| |
48,368
|
| |
—
|
| |
—
|
| |
4.4728
|
| |
05/06/2025
|
||
|
8/26/2015
|
| |
8/28/2015
|
| |
76,688
|
| |
—
|
| |
—
|
| |
6.6147
|
| |
8/25/2025
|
||
|
1/21/2016(2)
|
| |
1/01/2016
|
| |
78,333
|
| |
1,667
|
| |
—
|
| |
14.4600
|
| |
1/20/2026
|
||
|
1/25/2017(2)
|
| |
1/01/2017
|
| |
87,500
|
| |
32,500
|
| |
—
|
| |
11.9400
|
| |
1/24/2027
|
||
|
1/24/2018(2)
|
| |
1/01/2018
|
| |
35,937
|
| |
39,063
|
| |
—
|
| |
25.8200
|
| |
1/23/2028
|
||
|
1/25/2019(2)
|
| |
1/1/2019
|
| |
20,625
|
| |
69,375
|
| |
|
| |
16.85
|
| |
1/24/2029
|
|
| |
Grant Date
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
Lloyd A. Rowland
|
| |
5/31/2018(3)
|
| |
5/21/2018
|
| |
39,583
|
| |
60,417
|
| |
—
|
| |
25.6700
|
| |
5/30/2028
|
|
1/25/2019(2)
|
| |
1/1/2019
|
| |
12,581
|
| |
42,319
|
| |
|
| |
16.85
|
| |
1/24/2029
|
||
Amy Peterson, M.D.
|
| |
10/15/2019(4)
|
| |
10/14/2019
|
| |
—
|
| |
400,000
|
| |
|
| |
7.16
|
| |
10/14/2029
|
Debanjan Ray(5)
|
| |
9/14/2011
|
| |
8/29/2011
|
| |
3,000
|
| |
—
|
| |
—
|
| |
1.1339
|
| |
9/13/2021
|
|
2/28/2014(1)
|
| |
2/28/2014
|
| |
7,220
|
| |
—
|
| |
—
|
| |
1.4489
|
| |
2/28/2024
|
||
|
5/07/2015(1)
|
| |
12/31/2014
|
| |
30,640
|
| |
—
|
| |
—
|
| |
4.4728
|
| |
5/06/2025
|
||
|
7/21/2015(1)
|
| |
7/01/2015
|
| |
85,938
|
| |
—
|
| |
—
|
| |
6.6147
|
| |
7/20/2025
|
||
|
8/26/2015(1)
|
| |
8/28/2015
|
| |
41,090
|
| |
—
|
| |
—
|
| |
6.6147
|
| |
8/25/2025
|
||
|
1/21/2016(1)
|
| |
1/01/2016
|
| |
44,062
|
| |
—
|
| |
—
|
| |
14.4600
|
| |
1/20/2026
|
||
|
1/25/2017(1)
|
| |
1/01/2017
|
| |
71,093
|
| |
—
|
| |
—
|
| |
11.9400
|
| |
1/24/2027
|
||
|
5/13/2017(2)
|
| |
5/15/2017
|
| |
19,375
|
| |
—
|
| |
—
|
| |
14.6200
|
| |
5/12/2027
|
||
|
1/24/2018(1)
|
| |
1/1/2018
|
| |
47,916
|
| |
—
|
| |
—
|
| |
25.8200
|
| |
1/23/2028
|
||
|
1/25/2019(1)
|
| |
1/1/2019
|
| |
20,625
|
| |
—
|
| |
—
|
| |
16.85
|
| |
1/24/2029
|
||
Rachel W. Humphrey, M.D.(6)
|
| |
4/01/2015(3)
|
| |
4/01/2015
|
| |
49,208
|
| |
—
|
| |
—
|
| |
1.5749
|
| |
3/31/2025
|
|
8/28/2015
|
| |
12/31/2019
|
| |
85,605(4)
|
| |
—
|
| |
|
| |
6.6147
|
| |
8/27/2025
|
||
|
8/28/2015(5)
|
| |
8/28/2015
|
| |
216,871
|
| |
—
|
| |
—
|
| |
6.6147
|
| |
8/27/2025
|
||
|
1/21/2016(2)
|
| |
1/01/2016
|
| |
58,228
|
| |
—
|
| |
—
|
| |
14.4600
|
| |
1/20/2026
|
||
|
1/25/2017(2)
|
| |
1/01/2017
|
| |
77,500
|
| |
—
|
| |
—
|
| |
11.9400
|
| |
1/24/2027
|
||
|
1/24/2018(1)
|
| |
1/1/2018
|
| |
39,583
|
| |
—
|
| |
—
|
| |
25.8200
|
| |
1/23/2028
|
||
|
1/25/2019(1)
|
| |
1/1/2019
|
| |
13,125
|
| |
|
| |
|
| |
16.85
|
| |
1/24/2029
|
(1)
|
This option vests in 1/48th increments beginning on the vesting commencement date, with each additional increment vesting on the last day of each month of continuous service following the vesting commencement date.
|
(2)
|
This option vests in 1/48th increments beginning on the vesting commencement date, with each additional increment vesting on the last day of each month of continuous service following the vesting commencement date.
|
(3)
|
This option vests as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and the remaining 75% of the total number of shares subject to the option will vest in 36 substantially equal installments on the last day of each of the 36 months following the first anniversary of the vesting commencement date, except the final installment, which shall vest on May 20, 2022, subject to the named executive officer’s continuous employment through each vesting date.
|
(4)
|
This option vests as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and the remaining 75% of the total number of shares subject to the option will vest in 36 substantially equal installments on the last day of each of the 36 months following the first anniversary of the vesting commencement date, except the final installment, which shall vest on October 13, 2023, subject to the named executive officer’s continuous employment through each vesting date.
|
(5)
|
Mr. Ray separated employment from the Company in May 2019. In accordance with the terms of his Consulting Agreement with the Company, Mr. Ray’s outstanding stock options continued to vest through December 31, 2019, at which time, any unvested stock options were forfeited.
|
(6)
|
Dr. Humphrey separated employment from the Company in August 2019 at which time any unvested stock options were forfeited.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
Upon Exercise ($)(1) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
Upon Vesting ($) |
Debanjan Ray(2)
|
| |
17,000
|
| |
142,053.70
|
| |
—
|
| |
—
|
(1)
|
Amounts are calculated by multiplying the number of underlying shares exercised by the market price of the shares on the exercise date, net of the exercise price.
|
(2)
|
Mr. Ray separated from the Company in May 2019.
|
Name
|
| |
Base Salary and
Target Bonus ($) |
| |
COBRA
Premium ($) |
| |
Equity
Acceleration(1) ($) |
| |
Total Potential
Payment(2) ($) |
Sean A. McCarthy, D. Phil.
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
1,207,500
|
| |
33,245
|
| |
—
|
| |
1,240,745(3)
|
Qualifying Termination on CIC
|
| |
1,840,000
|
| |
44,327
|
| |
3,975,773
|
| |
5,860,100(4)
|
W. Michael Kavanaugh, M.D.
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
622,232
|
| |
37,685
|
| |
—
|
| |
659,918(5)
|
Qualifying Termination on CIC
|
| |
622,232
|
| |
37,685
|
| |
1,938,173
|
| |
2,598,091(6)
|
Lloyd Rowland
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
546,000
|
| |
22,163
|
| |
—
|
| |
568,163(5)
|
Qualifying Termination on CIC
|
| |
546,000
|
| |
22,163
|
| |
—
|
| |
568,163(6)
|
Amy Peterson
|
| |
|
| |
|
| |
|
| |
|
Qualifying Termination
|
| |
750,000
|
| |
37,685
|
| |
|
| |
787,685(5)
|
Qualifying Termination on CIC
|
| |
937,500
|
| |
47,107
|
| |
460,000
|
| |
1,444,607(7)
|
(1)
|
With respect to options, the value of equity acceleration was calculated by multiplying the number of accelerated shares of common stock underlying the options by $8.31, the closing stock price of our common stock on December 31, 2019, the last trading day of fiscal 2019, minus the option exercise prices.
|
(2)
|
Amounts shown are the maximum potential payment the NEO would have received as of December 31, 2019. Amounts of any reduction pursuant to the 280G best pay provision, if any, would be calculated upon actual termination of employment.
|
(3)
|
Calculated based on 18 months base salary and 12 months target bonus (prorated based on termination date) and 18 months cobra premium.
|
(4)
|
Calculated based on 24 months base salary, 24 months target bonus and 24 months cobra premium.
|
(5)
|
Calculated based on 12 months base salary and 12 months target bonus (prorated based on termination date) and 12 months cobra premium.
|
(6)
|
Calculated based on 12 months base salary and 12 months target bonus and 12 months cobra premium.
|
(7)
|
Calculated based on 15 months base salary and 15 months target bonus and 15 months cobra premium.
|
Plan category
|
| |
Number of shares
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights (b)(1) |
| |
Number of shares
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |
Total of shares
reflected in columns (a) and (c) (d) |
Equity compensation plans approved by stockholders(2)
|
| |
9,936,168
|
| |
12.622
|
| |
1,808,066
|
| |
11,744,234
|
Employee Stock Purchase Plan(3)
|
| |
—
|
| |
—
|
| |
1,609,137
|
| |
1,609,137
|
Equity compensation plans not approved by stockholders(4)
|
| |
—
|
| |
—
|
| |
1,337,200
|
| |
—
|
Total
|
| |
9,936,168
|
| |
12.622
|
| |
4,754,403
|
| |
14,690,571
|
(1)
|
Represents the weighted average exercise price solely with respect to the outstanding stock options, which are the only awards outstanding as of December 31, 2019.
|
(2)
|
In 2010, the Company adopted its 2010 Stock Incentive Plan (the “2010 Plan”) which provided for the granting of stock options to employees, directors and consultants of the Company. Options granted under the 2010 Plan were either incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). In February 2012, the Company adopted its 2011 Stock Incentive Plan (the “2011 Plan”). The 2011 Plan is divided into two separate equity programs, an option and stock appreciation rights grant program and a stock award program. In conjunction with adopting the 2011 Plan, the Company discontinued the 2010 Plan and released the shares reserved and still available under that plan. In connection with the consummation of the IPO in October 2015, the board of directors adopted the Company’s 2015 Equity Incentive Plan. In conjunction with adopting the 2015 Plan, the Company discontinued the 2011 Plan with respect to new equity awards.
|
(3)
|
The Company expects that less than 110,000 shares will be issued with respect to the purchase period in effect as of December 31, 2019, which purchase period ends on May 31, 2020.
|
(4)
|
In September 2019, the Board adopted the 2019 Employment Inducement Incentive Plan (the “2019 Plan”) which provides for the grant of stock options and other equity awards to any employee who has not previously been an employee or director of the Company or who is commencing employment with the Company following a bona fide period of nonemployment by the Company (the “2019 Plan” and collectively with the 2010 Plan, 2011 Plan and 2015 Plan, the “Plans”). For a detailed discussion of the Plans, please see the discussion of option awards contained in the Stock-based Compensation sub-section under Note 14 to our financial statements included in our annual report on Form 10-K for the year ended December 31, 2019.
|
/s/ Lloyd Rowland
|
| |
|
Lloyd A. Rowland
|
| |
|
General Counsel, Chief Compliance Officer and Secretary
|
| |
|
|
| |
|
April 29, 2020
|
| |
|