☐
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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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1.
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To elect the two Class I directors named herein to hold office until the Company’s 2024 annual meeting of stockholders.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021.
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3.
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To conduct any other business properly brought before the Annual Meeting.
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•
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Proposal 1: To elect the two Class I directors named herein to hold office until the Company’s 2024 annual meeting of stockholders.
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•
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Proposal 2: To ratify the selection by the Audit Committee of the Board (the “Audit Committee”) of BDO USA, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021.
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•
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To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered 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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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. (Eastern Time) on May 19, 2021 to be counted.
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•
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To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 11:59 p.m. (Eastern Time) on May 19, 2021 to be counted.
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•
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You may submit another properly completed proxy card with a later date.
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You may grant a subsequent proxy by telephone or through the internet.
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•
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You may send a timely written notice that you are revoking your proxy to 2001 Junipero Serra Boulevard, Suite 640, Daly City, California 94014, Attention: Corporate Secretary.
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You may virtually attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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1.
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Diversity: Ethnic and/or gender diversity;
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2.
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Financial and Accounting: knowledge of the financial markets, corporate finance, accounting regulations, and accounting and financial reporting processes;
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3.
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Senior Leadership Experience: serving in a senior leadership role at another organization and experience with human capital management;
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4.
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Healthcare: experience in or with the biotechnology, life sciences and/or pharmaceutical industries, including experience in the clinical development of pharmaceutical products;
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5.
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Research and Development: experience in the research and development of therapeutic investigational products, including those within endocrine and/or rare diseases;
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6.
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Commercialization: experience executing corporate commercial and/or marketing strategies and initiatives;
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7.
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Governance: experience serving on the board of directors of other public companies, and knowledge regarding public company governance and compensation, policies and practices
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8.
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Global Business: experience outside of the United States, including knowledge of and experience with research and development and commercial operations; and
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9.
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Public Policy and Regulatory: experience with government, public policy or regulatory affairs.
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1.
Diversity
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2.
Financial
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3.
Leadership
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4.
Healthcare
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5.
Research
and
Development
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6.
Commercial
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7.
Governance
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8.
Global
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9.
Regulatory
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T. Aynechi
|
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✔
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✔
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✔
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✔
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✔
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D. Chaya
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✔
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✔
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| |
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✔
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|
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✔
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✔
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✔
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|
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M. Grey
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✔
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✔
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✔
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✔
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✔
|
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✔
|
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✔
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✔
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R. King
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✔
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✔
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✔
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✔
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✔
|
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✔
|
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✔
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✔
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|
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B. Muralidhar
|
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✔
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✔
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✔
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✔
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|
| |
|
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✔
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✔
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N. O'Donnell
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✔
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✔
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✔
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✔
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✔
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C. Simpson
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✔
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✔
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✔
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✔
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✔
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✔
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D. Spiegelman
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✔
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✔
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✔
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✔
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✔
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Name
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Audit
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Compensation
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Nominating and
Corporate
Governance
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Richard King
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Michael Grey
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Tiba Aynechi, Ph.D.
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X*
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Dina Chaya, Ph.D., C.F.A.(1)
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X*
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Jonas Hansson, M.Sc.(2)
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X
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Bali Muralidhar, M.D., Ph.D.
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X
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Niall O’Donnell, Ph.D.
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X
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Camilla V. Simpson, M.Sc.
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X
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X
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Daniel Spiegelman
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X*
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Total meetings in fiscal 2020
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5
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5
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1
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*
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Committee Chairperson
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(1)
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Ms. Chaya was a member of the Audit Committee until September 2, 2020, when she was replaced by Mr. Spiegelman.
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(2)
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Mr. Hansson will not stand for reelection at the Annual Meeting.
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•
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overseeing our corporate accounting and financial reporting processes;
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•
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managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
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•
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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
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•
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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
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•
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reviewing related person transactions;
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•
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reporting to the Board with respect to material issues that arise regarding the quality or integrity of our financial statements, our compliance with applicable legal or regulatory requirements and other matters; and
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•
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approving, or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.
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*
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The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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•
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reviewing and approving the compensation of our Chief Executive Officer, other executive officers and senior management;
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•
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reviewing and approving the compensation paid to our directors;
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•
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reviewing and approving the compensation arrangements with our executive officers and other senior management;
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•
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administering our equity incentive plans and other benefit programs;
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•
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reviewing, adopting, amending, and terminating the terms of any employment agreements, stock option plans, stock appreciation rights plans, severance arrangements, pension and profit sharing plans, incentive plans, stock bonus plans, stock purchase plans, bonus plans, deferred compensation plans, change-of-control protections, and any other compensatory arrangements for our executive officers and other senior management;
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•
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reviewing, evaluating and recommending to the Board succession plans for our executive officers; and
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•
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reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy.
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•
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identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;
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•
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considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;
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•
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instituting plans or programs for the continuing education of the Board and orientation of new directors;
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•
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developing and making recommendations to the Board regarding corporate governance guidelines and matters; and
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•
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overseeing periodic evaluations of the Board’s performance, including committees of the Board and management.
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2020
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2019
|
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(in thousands)
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|||
Audit Fees
|
| |
$1,005
|
| |
$141
|
Audit-related Fees
|
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—
|
| |
—
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Tax Fees
|
| |
—
|
| |
—
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All Other Fees
|
| |
—
|
| |
—
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Total Fees
|
| |
$1,005
|
| |
$141
|
Name
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Age
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| |
Position
|
Richard King
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56
|
| |
Chief Executive Officer and Director
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Michael Grey
|
| |
68
|
| |
Executive Chairman
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Samir Gharib
|
| |
38
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| |
Chief Financial Officer
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Rosh Dias, M.D., M.R.C.P.
|
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53
|
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Chief Medical Officer
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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, including the nominees named herein;
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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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Name of Beneficial Owner
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percentage of
Shares
Beneficially
Owned
|
Greater than 5% Holders:
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| |
|
| |
|
Novo Holdings A/S(1)
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| |
4,989,336
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21.4%
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Omega Fund VI, L.P.(2)
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| |
2,161,022
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9.3%
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Entities affiliated with RiverVest Venture Fund III, L.P.(3)
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| |
2,148,281
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9.2%
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HealthCap VIII L.P.(4)
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2,033,621
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8.7%
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Abingworth Bioventures VII LP(5)
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| |
1,792,518
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7.7%
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Citadel Multi-Strategy Equities Master Fund Ltd.(6)
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1,701,787
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7.3%
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Entities affiliated with Rock Springs Capital Master Fund LP(7)
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1,631,000
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7.0%
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Aisling Capital V, LP(8)
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1,205,511
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5.2%
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FMR LLC(9)
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1,194,273
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5.1%
|
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| |
|
| |
|
Named Executive Officers and Directors:
|
| |
|
| |
|
Richard King(10)
|
| |
769,723
|
| |
3.2%
|
Niall O’Donnell, Ph.D.(3)
|
| |
695,905
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| |
3.0%
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Michael Grey(11)
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| |
291,223
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| |
1.2%
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Rosh Dias, M.D., M.R.C.P.(12)
|
| |
210,753
|
| |
*
|
Samir Gharib(13)
|
| |
193,468
|
| |
*
|
Camilla V. Simpson, M.Sc.(14)
|
| |
71,867
|
| |
*
|
Daniel Spiegelman(15)
|
| |
34,398
|
| |
*
|
Bali Muralidhar, M.D., Ph.D.
|
| |
0
|
| |
*
|
Name of Beneficial Owner
|
| |
Number of
Shares
Beneficially
Owned
|
| |
Percentage of
Shares
Beneficially
Owned
|
Dina Chaya, Ph.D., C.F.A.
|
| |
0
|
| |
*
|
Jonas Hansson, M.Sc.
|
| |
0
|
| |
*
|
Tiba Aynechi, Ph.D.
|
| |
0
|
| |
*
|
All executive officers and directors as a group (11 persons)(16)
|
| |
2,267,337
|
| |
9.1%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
Consists of 4,989,336 shares of common stock held by Novo Holdings A/S (“Novo”). The board of directors of Novo has shared voting and investment power with respect to the shares held by Novo and may exercise such control only with the support of a majority of the members of the Novo board of directors. As such, no individual member of the Novo board of directors is deemed to hold any beneficial ownership or reportable pecuniary interest in the shares held by Novo. Dr. Aynechi, a member of the Board, is employed as a senior partner at Novo Ventures (US) Inc., which provides certain consultancy services to Novo, and Dr. Aynechi is not deemed to have beneficial ownership of the shares held by Novo. The address for Novo is Tuborg Havnevej 19, DK-2900 Hellerup, Denmark.
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(2)
|
Consists of 2,161,022 shares of our common stock held by Omega Fund VI, L.P. (“Omega”). Otello Stampacchia, Claudio Nessi and Anne-Mari Paster are the directors of Omega Fund VI GP Manager, Ltd., (“Omega Manager”), which is the sole general partner of Omega Fund VI GP, L.P. (“Omega GP”), which is the sole general partner of Omega. Messrs. Stampacchia and Nessi and Ms. Paster may be deemed to share voting and dispositive power over the shares held by Omega. Each of such individuals, together with Omega GP and Omega Manager and Dina Chaya, disclaims beneficial ownership of the shares held by Omega, except to the extent of their respective pecuniary interest therein. Dr. Chaya, a member of the Board, is an advisor to Omega Fund Management, LLC, an entity affiliated with Omega Fund VI, L.P. The address of Omega Fund VI, L.P. is 888 Boylston Street, Suite 1111, Boston, Massachusetts 02199.
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(3)
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Consists of (i) 73,199 shares of common stock held by RiverVest Venture Fund III (Ohio), L.P., (ii) 1,379,177 shares of common stock held by RiverVest Venture Fund IV, L.P. and (iii) 695,905 shares of common stock held by RiverVest Venture Fund III, L.P. The shares held directly by RiverVest Venture Fund III, L.P. are indirectly held by RiverVest Venture Partners III, L.P., its general partner (“RiverVest Partners III”). The shares held directly by RiverVest Venture Fund III (Ohio), L.P. are indirectly held by RiverVest Venture Partners III (Ohio), LLC, its general partner (“RiverVest Partners (Ohio) III”). RiverVest Partners III is the sole member of RiverVest Partners (Ohio) III. RiverVest Venture Partners III, LLC is the general partner of RiverVest Partners III. The individual managers of RiverVest Ventures Partners III, LLC are Thomas C. Melzer, Jay Schmelter and John P. McKearn, Ph.D. RiverVest Partners III, RiverVest Partners (Ohio) III, RiverVest Venture Partners III, LLC and each of the individual managers share voting and dispositive power with regard to the Company’s securities directly held by RiverVest Venture Fund III, L.P. and RiverVest Venture Fund III (Ohio), L.P. Niall O’Donnell, a member of the Board and an affiliate of RiverVest Venture Fund III, L.P. and RiverVest Venture Fund III (Ohio), L.P., has no voting or investment control over any of the shares held by these entities. The shares held directly by RiverVest Venture Fund IV, L.P. are indirectly held by RiverVest Venture Partners IV, L.P., its general partner (“RiverVest Partners IV”). RiverVest Venture Partners IV, LLC is the general partner of RiverVest Partners IV. The individual managers of RiverVest Ventures Partners IV, LLC are Jay Schmelter, John P. McKearn, Ph.D. and Niall O’Donnell, a member of the Board. RiverVest Partners IV, RiverVest Venture Partners IV, LLC and each of the individual managers share voting and dispositive power with regard to the Company’s securities directly held by RiverVest Venture Fund IV, L.P. The address of RiverVest Venture Fund III and its affiliated entities is 101 South Hanley Road, Suite 1850, St. Louis, Missouri 63105.
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(4)
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Consists of 2,033,621 shares of common stock held by HealthCap VIII, L.P. HealthCap VIII GP SA, L.L.C. (“HCSA”), is the sole general partner of the fund HealthCap VIII L.P. (“HCLP”). HCSA has voting and dispositive power over the shares held by HCLP. HCSA disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Johan Christenson, Carl-Johan Dalsgaard, Per-Olof Eriksson, Jacob Gunterberg, Staffan Lindstrand, Björn Odlander, Per Samuelsson, Mårten Steen, Jonas Hansson, a member of the Board, Eugen Steiner, Marile Schiess and Alex Valcu, the members of HCSA, may be deemed to possess voting and dispositive power over the shares held by HCLP and may be deemed to have indirect beneficial ownership of the shares held by such entities. The members, including Mr. Hansson, who is a member of the Board, disclaims beneficial ownership of shares held by HCLP except to the extent of any pecuniary interest therein. The address of HealthCap VIII L.P. is Avenue d’Ouchy 18, CH-1006, Lausanne, Switzerland.
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(5)
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Consists of 1,792,518 shares of common stock held by Abingworth Bioventures VII LP. Abingworth Bioventures VII GP LP, a Scottish limited partnership, serves as the general partner of ABV VII. Abingworth General Partner VII LLP, an English limited liability partnership (together with Abingworth Bioventures VII GP LP, the “General Partners”), serves as the general partner of Abingworth Bioventures VII GP LP. ABV VII (acting by its general partner Abingworth Bioventures VII GP LP, acting by its general partner Abingworth General Partner VII LLP) has delegated to Abingworth all investment and dispositive power over the securities held by ABV VII. An investment committee of Abingworth, currently comprised of Timothy Haines, Kurt von Emster, Bali Muralidhar, a member of the Board, Brian Gallagher, Andrew Sinclair and Genghis Lloyd-Harris (collectively the “Investment Committee”), approves investment and voting decisions by a specified majority vote, and no individual member has the sole control or voting power over the securities held by ABV VII. Each of Abingworth, Abingworth Bioventures VII GP LP, Abingworth General Partner VII LLP, and each member of the Investment Committee disclaims beneficial ownership of the shares of Common Stock held by ABV VII. The address of Abingworth Bioventures VII LP is 38 Jermyn Street, London, SW1Y6DN, UK.
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(6)
|
Consists of 1,701,787 shares of common stock held by Citadel Multi-Strategy Equities Master Fund Ltd. (“CM”). Citadel Advisors LLC (“Citadel Advisors”) is the portfolio manager for CM. Citadel Advisors Holdings LP (“CAH”) is the sole member of Citadel Advisors. Citadel GP LLC (“CGP”) is the general partner of CAH. CALC IV LP (“CALC4”) is the non-member manager of Citadel Securities LLC (“Citadel Securities”). Citadel Securities GP LLC (“CSGP”) is the general partner of CALC4. Mr. Kenneth Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Each of Citadel Advisors, CAH,
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(7)
|
Consists of 1,585,000 shares of common stock held by Rock Springs Capital Master Fund LP (“Master Fund”) and 46,000 shares of common stock held by Four Pines Master Fund LP (“Four Pines”), and indirectly held by Rock Springs Capital Management LP (“RSCM”). RSCM serves as the investment manager to each of the Master Fund and Four Pines. Rock Springs Capital LLC (“RSC”) is the general partner of RSCM. Each of RSCM and RSC may be deemed to be the indirect beneficial owners of 1,631,000 shares of common stock, and may be deemed to have shared voting and dispositive power with respect to such shares. Master Fund may be deemed to beneficially own 1,585,000 shares and may be deemed to have shared voting and dispositive power with respect to such shares. The address of RSCM and RSC is 650 South Exeter St., Suite 1070, Baltimore, MD 21202. The address of Master Fund is c/o Walkers Corporate Limited. Cayman Corporate Centre. 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands. The foregoing information is based solely on a Schedule 13G/A filed by RSCM on February 16, 2021 with the SEC.
|
(8)
|
Consists of 1,205,511 shares of common stock held by Aisling Capital V, LP (“Aisling”). Aisling Capital Partners V, LP, a Delaware limited partnership (“Aisling GP”), is a general partner of Aisling. Aisling Capital Partners V LLC, a Delaware limited liability company (“Aisling Partners”), which is a general partner of Aisling GP. Dr. Andrew Schiff and Steve Elms are managing members of Aisling Partners. Aisling may be deemed to have sole power to direct the voting and disposition of the shares held by Aisling. Each of Aisling GP, Aisling Partners, Messrs. Elms and Schiff may be deemed to share the power to direct the voting and the disposition of the shares held by Aisling. Each of Aisling, Aisling GP, Aisling Partners, Messrs. Elms and Schiff may be deemed to beneficially own the shares held by Aisling. The address of Aisling is c/o Aisling Capital V, LP 888 7th Ave, 12th Floor, New York, New York 10106. The foregoing information is based solely on a Schedule 13G filed by Aisling on February 12, 2021 with the SEC.
|
(9)
|
Consists of 1,194,273 shares of common stock held by FMR LLC. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. The foregoing information is based solely on a Schedule 13G filed by FMR LLC on February 8, 2021 with the SEC.
|
(10)
|
Consists of 769,723 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Mr. King, 262,993 of which are vested as of such date.
|
(11)
|
Consists of 291,223 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Mr. Grey, 135,053 of which are vested as of such date.
|
(12)
|
Consists of 210,753 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Dr. Dias, 1,718 of which are vested as of such date.
|
(13)
|
Consists of 193,468 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Mr. Gharib, 46,472 of which are vested as of such date.
|
(14)
|
Consists of 71,867 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Ms. Simpson, 33,780 of which are vested as of such date.
|
(15)
|
Consists of 34,398 shares of our common stock subject to options exercisable within 60 days of the Record Date held by Mr. Spiegelman, 7,644 of which are vested as of such date.
|
(16)
|
Consists of certain shares described in notes 3, 10, 11, 12, 13, 14 and 15 above.
|
•
|
Richard King, our Chief Executive Officer;
|
•
|
Samir Gharib, our Chief Financial Officer; and
|
•
|
Rosh Dias, M.D., M.R.C.P., our Chief Medical Officer.
|
Name and Principal Position
|
| |
Fiscal
Year
|
| |
Salary
($)
|
| |
Option
Awards
($)(1)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(2)
|
| |
All Other
Compensation
($)(3)
|
| |
Total
($)
|
Richard King
Chief Executive Officer(4)
|
| |
2020
|
| |
409,551
|
| |
1,627,975
|
| |
430,000
|
| |
—
|
| |
2,467,526
|
|
2019
|
| |
270,483(5)
|
| |
229,283
|
| |
50,000
|
| |
—
|
| |
549,766
|
||
Samir Gharib
Chief Financial Officer(6)
|
| |
2020
|
| |
227,354
|
| |
452,165
|
| |
113,865
|
| |
—
|
| |
793,384
|
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
||
Rosh Dias, M.D., M.R.C.P.
Chief Medical Officer(7)
|
| |
2020
|
| |
159,793
|
| |
1,376,593
|
| |
52,458
|
| |
91,604
|
| |
1,680,448
|
|
2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 8 to our consolidated financial statements included in our Annual Report. Our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.
|
(2)
|
Amounts disclosed for fiscal year 2019 include performance bonuses earned in 2019 and paid in early 2020. Amounts disclosed for fiscal year 2020 include performance bonuses earned in 2020 and paid in early 2021. Mr. King’s bonus in 2019 and Mr. Gharib’s and Dr. Dias’s bonus in 2020 were pro-rated to reflect their partial year of service.
|
(3)
|
The amounts disclosed represent a relocation bonus earned by Dr. Dias, as well as the reimbursement of certain amounts Dr. Dias repaid to his previous employer in connection with the commencement of his employment with the Company.
|
(4)
|
Mr. King has served as our Chief Executive Officer since October 2019, and served as our interim Chief Executive Officer from May 2019 to October 2019.
|
(5)
|
The amount disclosed represents (i) $170,227 in consulting fees payable to Mr. King for his service as interim Chief Executive Officer pursuant to his consulting agreement with us and (ii) $100,256 in base salary payments to Mr. King following his commencement of employment as Chief Executive Officer.
|
(6)
|
Mr. Gharib commenced employment with us in May 2020.
|
(7)
|
Dr. Dias commenced employment with us in September 2020.
|
Name
|
| |
2020 Base
Salary
|
Richard King(1)
|
| |
$500,000
|
Samir Gharib(2)
|
| |
$380,000
|
Rosh Dias, M.D., M.R.C.P.(3)
|
| |
$430,000
|
(1)
|
Mr. King’s base salary increased from $400,000 to $500,000 in October 2020, effective immediately prior to our initial public offering.
|
(2)
|
Mr. Gharib’s base salary increased from $330,000 to $380,000 in October 2020, effective immediately prior to our initial public offering.
|
(3)
|
Dr. Dias’ base salary increased from $390,000 to $430,000 in October 2020, effective immediately prior to our initial public offering.
|
Name
|
| |
Grant
Date
|
| |
Option Awards(1)
|
|||||||||
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Option
Exercise
Price Per
Share ($)(2)
|
| |
Option
Expiration
Date
|
|||||
Richard King
|
| |
07/23/2019(3)
|
| |
58,095
|
| |
—
|
| |
1.44
|
| |
07/22/2029
|
|
10/14/2019(4)
|
| |
175,570
|
| |
—
|
| |
1.44
|
| |
10/13/2029
|
||
|
06/08/2020(5)
|
| |
175,661
|
| |
—
|
| |
1.64
|
| |
06/07/2030
|
||
|
06/08/2020(6)
|
| |
40,513
|
| |
—
|
| |
1.64
|
| |
06/07/2030
|
||
|
08/07/2020(7)
|
| |
252,255
|
| |
—
|
| |
3.07
|
| |
08/06/2030
|
||
|
08/07/2020(8)
|
| |
57,942
|
| |
—
|
| |
3.07
|
| |
08/06/2030
|
||
Samir Gharib
|
| |
06/08/2020(9)
|
| |
118,483
|
| |
—
|
| |
1.64
|
| |
06/07/2030
|
|
08/07/2020(10)
|
| |
71,548
|
| |
—
|
| |
3.07
|
| |
08/06/2030
|
||
Rosh Dias
|
| |
09/09/2020(11)
|
| |
190,032
|
| |
—
|
| |
7.52
|
| |
09/08/2030
|
|
09/09/2020(12)
|
| |
19,003
|
| |
—
|
| |
7.52
|
| |
09/08/2030
|
(1)
|
All of the option awards were granted under the 2016 Plan, the terms of which plan is described below under “—Employee Benefit and Stock Plans—Amended and Restated 2016 Equity Incentive Plan.”
|
(2)
|
All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined in good faith by the Board or compensation committee.
|
(3)
|
One-half of the shares subject to the option award vested upon granting of the option, and one-twelfth of the shares vest monthly commencing on December 6, 2019, subject to continued service to us. The option is also eligible for accelerated vesting upon the achievement of certain regulatory milestones, as determined by the Board and subject to his continued service to us through such date.
|
(4)
|
One-forty-eighth of the shares subject to the option award shall vest on each monthly anniversary of October 1, 2019, subject to continued service to us. The option includes an early exercise feature.
|
(5)
|
One-forty-eighth of the shares subject to the option award shall vest on each monthly anniversary of February 19, 2020, subject to continued service to us. The option includes an early exercise feature.
|
(6)
|
One-forty-eighth of the shares subject to the option award shall vest on each monthly anniversary of February 19, 2020, subject to continued service to us. The option includes an early exercise feature. The shares subject to the option award included an additional performance-based vesting feature, which the Board determined has been satisfied.
|
(7)
|
One-forty-eighth of the shares subject to the option award shall vest on each monthly anniversary of August 7, 2020, subject to continued service to us. The option includes an early exercise feature.
|
(8)
|
One-forty-eighth of the shares subject to the option award shall vest on each monthly anniversary of August 7, 2020, subject to
|
(9)
|
One-fourth of the shares subject to the option aware shall vest on May 1, 2021, and the balance vests in equal monthly installments over the three years thereafter. The option includes an early exercise feature.
|
(10)
|
One-forty-eighth of the shares subject to the option award shall vest on each monthly anniversary of August 7, 2020, subject to continued service to us. The option includes an early exercise feature.
|
(11)
|
One-fourth of the shares subject to the option award shall vest on September 2, 2021, and the balance vests in equal monthly installments over the three years thereafter. The option includes an early exercise feature.
|
(12)
|
One-fourth of the shares subject to the option award vest on September 2, 2021, and the balance vests in equal monthly installments over the three years thereafter, provided that no shares vest unless and until we have achieved a specified clinical development milestone. The option includes an early exercise feature.
|
•
|
recipients;
|
•
|
the exercise, purchase or strike price of stock awards, if any;
|
•
|
the number of shares subject to each stock award;
|
•
|
the vesting schedule applicable to the awards, together with any vesting acceleration; and
|
•
|
the form of consideration, if any, payable on exercise or settlement of the award.
|
•
|
the reduction of the exercise, purchase, or strike price of any outstanding award;
|
•
|
the cancellation of any outstanding option or stock appreciation right and the grant in substitution therefore of other awards, cash, or other consideration; or
|
•
|
any other action that is treated as a repricing under generally accepted accounting principles.
|
•
|
provide for the cancellation of any stock award in exchange for an amount of cash or other property with a value equal to what could have been obtained on exercise or settlement of the vested portion of such equity award;
|
•
|
provide for acceleration of vesting of any stock award;
|
•
|
provide for the assumption of or substitution of the stock award by the successor or surviving corporation, or a parent or subsidiary thereof,
|
•
|
make adjustments in the number and type of shares of common stock underlying stock awards and/or terms and conditions of stock awards;
|
•
|
replace a stock award with other rights or property; and/or
|
•
|
provide that a stock award shall terminate and cannot vest, be exercised or become payable after the applicable event.
|
Plan Category
|
| |
Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights
|
| |
Weighted-average Exercise
Price of Outstanding Options,
Warrants and Rights
|
| |
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
Equity compensation plans approved by security holders(1)
|
| |
2,278,771
|
| |
$2.78
|
| |
2,857,716(2)
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
2,278,771
|
| |
$2.78
|
| |
2,857,716
|
(1)
|
Consists of the 2016 Plan, the 2020 Plan and the ESPP. The number of shares of our common stock reserved for issuance under the 2020 Plan is subject to an automatic increase on January 1st of each year, for a period of ten years, commencing on January 1, 2021 and ending on (and including) January 1, 2030, in an amount equal to 5% of the total number of shares of our common stock outstanding on December 31 of the preceding year; provided, however, that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of our common stock. The number of shares of our common stock reserved for issuance under the ESPP is subject to an automatic increase on January 1st of each year, for a period of ten years, commencing on January 1, 2021 and ending on (and including) January 1, 2030, in an amount equal to the lesser of (i) 1% of the total number of shares of our common stock outstanding on December 31st of the preceding calendar year, (ii) 441,280 shares of our common stock and (iii) a number of shares of our common stock designated by action of the Board prior to the applicable January 1st. On January 1, 2021, the numbers of shares of our common stock reserved for issuance under the 2020 Plan and the ESPP were increased by 1,163,019 and 232,603, respectively, pursuant to the automatic increase provisions of such plans.
|
(2)
|
Consists of shares available for future issuance under the 2020 Plan and the ESPP. As of December 31, 2020, 2,637,076 shares of our common stock were available for issuance under the 2020 Plan, and 220,640 shares of our common stock were available for issuance under the ESPP.
|
•
|
any breach of the director’s duty of loyalty to the corporation or its stockholders;
|
•
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions; or
|
•
|
any transaction from which the director derived an improper personal benefit.
|
Name(1)
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Option Awards
($)(1)
|
| |
Total
($)
|
Michael Grey(2)
|
| |
14,852
|
| |
608,036
|
| |
622,888
|
Tiba Aynechi, Ph.D.
|
| |
—
|
| |
—
|
| |
—
|
Dina Chaya, Ph.D., C.F.A.
|
| |
9,825
|
| |
—
|
| |
9,825
|
Jonas Hansson, M.Sc.(3)
|
| |
9,711
|
| |
—
|
| |
9,711
|
Bali Muralidhar, Ph.D.
|
| |
9,140
|
| |
—
|
| |
9,140
|
Niall O’Donnell, Ph.D.
|
| |
9,711
|
| |
—
|
| |
9,711
|
Daniel Spiegelman
|
| |
11,425
|
| |
222,937
|
| |
234,362
|
Camilla Simpson, M.Sc.
|
| |
10,054
|
| |
147,565
|
| |
157,619
|
(1)
|
Amounts shown in this column do not reflect dollar amounts actually received by non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8 to our consolidated financial statements included in our Annual Report. Our non-employee directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.
|
(2)
|
Amounts shown reflect compensation paid to Mr. Grey in his capacity as our Executive Chairman.
|
(3)
|
Mr. Hansson will not stand for reelection at the Annual Meeting.
|
•
|
an annual cash retainer of $35,000;
|
•
|
an additional annual cash retainer of $30,000 to the executive chairman of the Board;
|
•
|
an additional annual cash retainer (not applicable to committee chairs) of $7,500, $5,000, and $4,000 for service as a member of the audit committee, compensation committee and the nominating and corporate governance committee, respectively;
|
•
|
an additional annual cash retainer of $15,000, $10,000, and $8,000 for service as chair of the audit committee, compensation committee and the nominating and corporate governance committee, respectively;
|
•
|
an initial option grant to purchase 20,000 shares of our common stock on the date of each such non-employee director’s appointment to our Board, vesting monthly over three years; and
|
•
|
an annual option grant to purchase 10,000 shares of our common stock on the date of each of our annual stockholder meetings, vesting on the earlier of (i) the first anniversary of the grant date and (ii) the date of the next annual meeting.
|
Participants(1)
|
| |
Shares of
Series A
Redeemable
Convertible
Preferred
Stock
Purchased at
2016 Closing
|
| |
Aggregate
Purchase
Price at 2016
Closing
|
| |
Shares of
Series A
Redeemable
Convertible
Preferred
Stock
Purchased at
2019 Closing
|
| |
Aggregate
Purchase
Price at 2019
Closing
|
Novo Holdings A/S(2)
|
| |
15,000,000
|
| |
$15,000,000.00
|
| |
6,000,000
|
| |
$6,000,000.00
|
Entities affiliated with RiverVest Venture Fund III, L.P.(3)
|
| |
5,000,000
|
| |
$5,000,000.00
|
| |
2,000,000
|
| |
$2,000,000.00
|
(1)
|
Additional details regarding these stockholders and their equity holdings are included under “Security Ownership of Certain Beneficial Owners and Management.”
|
(2)
|
Dr. Aynechi, a member of the Board, is employed as a senior partner at Novo Ventures (US) Inc., which provides certain consultancy services to Novo Holdings A/S. Dr. Aynechi is not deemed to hold any beneficial ownership or reportable pecuniary interest in the shares held by Novo Holdings A/S.
|
(3)
|
Consists of (i) at the 2016 closing, (a) 4,748,000 shares of Series A redeemable convertible preferred stock purchased by RiverVest Venture Fund III, L.P., and (b) 252,000 shares of Series A redeemable convertible preferred stock purchased by RiverVest Venture Fund III (Ohio), L.P, and (ii) at the 2019 closing, (a) 1,899,200 shares of Series A redeemable convertible preferred stock purchased by RiverVest Venture Fund III, L.P., and (b) 100,800 shares of Series A redeemable convertible preferred stock purchased by RiverVest Venture Fund III (Ohio), L.P. Dr. O’Donnell, a member of the Board, is a manager at RiverVest Venture Partners and is an affiliate of RiverVest Venture Fund III, L.P. and RiverVest Venture Fund III (Ohio), L.P.
|
Participants(1)
|
| |
Shares of
Series B
Redeemable
Convertible
Preferred
Stock
Purchased at
Initial
Closing
|
| |
Aggregate
Purchase
Price at Initial
Closing
|
| |
Shares of
Series B
Redeemable
Convertible
Preferred
Stock
Purchased at
Subsequent
Closing
|
| |
Aggregate
Purchase
Price at
Subsequent
Closing
|
Omega Fund VI, L.P.(2)
|
| |
6,250,000
|
| |
$7,500,000.00
|
| |
6,250,000
|
| |
$7,500,000.00
|
HealthCap VIII L.P.(3)
|
| |
5,833,333
|
| |
$6,999,999.60
|
| |
5,833,333
|
| |
$6,999,999.60
|
Abingworth Bioventures VII LP(4)
|
| |
5,208,333
|
| |
$6,249,999.60
|
| |
5,208,333
|
| |
$6,249,999.60
|
Novo Holdings A/S(5)
|
| |
5,000,000
|
| |
$6,000,000.00
|
| |
5,000,000
|
| |
$6,000,000.00
|
Rock Springs Capital Master Fund LP
|
| |
3,333,333
|
| |
$3,999,999.60
|
| |
3,333,333
|
| |
$3,999,999.60
|
Aisling Capital V, LP
|
| |
3,125,000
|
| |
$3,750,000.00
|
| |
3,125,000
|
| |
$3,750,000.00
|
Citadel Multi-Strategy Equities Master Fund Ltd.
|
| |
3,125,000
|
| |
$3,750,000.00
|
| |
3,125,000
|
| |
$3,750,000.00
|
Entities affiliated with RiverVest Venture Fund III, L.P.(6)
|
| |
2,708,333
|
| |
$3,249,999.60
|
| |
2,708,333
|
| |
$3,249,999.60
|
(1)
|
Additional details regarding these stockholders and their equity holdings are included under “Security Ownership of Certain Beneficial Owners and Management.”
|
(2)
|
Dr. Chaya, a member of the Board, is an advisor to Omega Fund Management, LLC, an entity affiliated with Omega Fund VI, L.P.
|
(3)
|
Mr. Hansson, a member of the Board, is employed as a partner at HealthCap Advisor AB, an entity affiliated with HealthCap VIII L.P. Mr. Hansson will not stand for reelection at the Annual Meeting.
|
(4)
|
Dr. Muralidhar, a member of the Board, is employed as a partner at Abingworth LLP, an entity affiliated with Abingworth Bioventures VII, LP.
|
(5)
|
Dr. Aynechi, a member of the Board, is employed as a senior partner at Novo Ventures (US) Inc., which provides certain consultancy services to Novo Holdings A/S. Dr. Aynechi is not deemed to hold any beneficial ownership or reportable pecuniary interest in the shares held by Novo Holdings A/S.
|
(6)
|
Consists of (i) 2,374,000 shares of Series B redeemable convertible preferred stock purchased by RiverVest Venture Fund III, L.P., (ii) 126,000 shares of Series B redeemable convertible preferred stock purchased by RiverVest Venture Fund III (Ohio), L.P., and (iii) 2,916,666 shares of Series B redeemable convertible preferred stock purchased by RiverVest Venture Fund IV, L.P. Dr. O’Donnell, a member of the Board, is a manager at RiverVest Venture Partners and is an affiliate of RiverVest Venture Fund III, L.P. and RiverVest Venture Fund III (Ohio), L.P, and a manager of RiverVest Venture Partners IV, LLC, the general partner of RiverVest Venture Fund IV, L.P.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
|
|
| |
|
|
| |
Richard King
|
|
| |
Chief Executive Officer
|