☐
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Preliminary Proxy Statement
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☐
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Confidential, For Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under Rule 14a-12
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Yours sincerely,
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|
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Adam S. Grossman
President, Chief Executive Officer and Director
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1.
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A proposal to elect two Class II directors to serve on the Company’s Board of Directors for a term expiring at the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, or until such director’s earlier resignation, removal or death.
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2.
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A proposal to approve amending the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, $0.0001 par value per share (the “common stock”), from 150,000,000 shares to 300,0000,000 shares.
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3.
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A proposal to ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
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4.
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A proposal to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
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Adam S. Grossman
President, Chief Executive Officer and Director
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1.
|
A proposal to elect two Class II directors to serve on the Company’s Board of Directors (the “Board”) for a term expiring at the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, or until such director’s earlier resignation, removal or death (the “Director Election Proposal”);
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2.
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A proposal to approve amending the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, $0.0001 par value per share (the “common stock”), from 150,000,000 shares to 300,000,000 shares (the “Charter Amendment Proposal”);
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3.
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A proposal to ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 (the “Auditor Ratification Proposal”); and
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4.
|
A proposal to transact such other business as may properly come before the Annual Meeting or any adjournment or adjournments thereof.
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•
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“FOR” the election of each of the director nominees named in the Director Election Proposal;
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•
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“FOR” the Charter Amendment Proposal;
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•
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“FOR” the Auditor Ratification Proposal.
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•
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Returning a later-dated signed proxy card or written notice of revocation, as applicable, to Broadridge at c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, Attention: Vote Processing;
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•
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Submitting written notice of revocation over the Internet at www.proxyvote.com to Broadridge before 11:59 p.m. Eastern Time on May 26, 2021, the day before the Annual Meeting;
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•
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Calling Broadridge at 1-800-690-6903 before 11:59 p.m. Eastern Time on May 26, 2021, the day before the Annual Meeting; or
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•
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Attending the Annual Meeting and properly voting using the instructions posted at www.virtualshareholdermeeting.com/ADMA2021
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Proposal
|
| |
Vote Required
|
| |
What Are My
Voting
Choices?
|
| |
Broker
Discretionary
Voting Allowed?
|
|
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Director
Election
Proposal
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| |
Plurality of the shares of ADMA’s common stock present, through virtual attendance, by remote communication or represented by proxy and entitled to vote generally on the election of directors
|
| |
“FOR”
or
“WITHHOLD”
|
| |
No
|
|
|
Charter
Amendment
Proposal
|
| |
Majority of the shares of ADMA’s common stock entitled to vote thereon
|
| |
“FOR”, “AGAINST”
or
“ABSTAIN”
|
| |
Yes
|
|
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Auditor
Ratification
Proposal
|
| |
Majority of the shares of ADMA’s common stock present, through virtual attendance, by remote communication or represented by proxy at the Annual Meeting and entitled to vote generally on the subject matter
|
| |
“FOR”, “AGAINST”
or
“ABSTAIN”
|
| |
Yes
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|
Name
|
| |
Age
|
| |
Principal Occupation and Business Experience
|
Steven A. Elms
|
| |
57
|
| |
Mr. Elms has been a director of the Company since 2007 and is the Company’s Chairman of the Board and a member of the Company’s Governance and Nominations Committee. Mr. Elms serves as a Managing Partner at Aisling Capital, which he joined in 2000. Previously, he was a Principal in the Life Sciences Investment Banking Group of Hambrecht & Quist. During his five years at Hambrecht & Quist, Mr. Elms was involved in over 60 financing and merger and acquisition transactions, helping clients raise in excess of $3.3 billion in capital. Prior to joining Hambrecht & Quist, Mr. Elms traded mortgage-backed securities at Donaldson, Lufkin & Jenrette. His previous healthcare sector experience includes over two years as a pharmaceutical sales representative for Marion Laboratories and two years as a consultant for The Wilkerson Group. Mr. Elms currently serves on the board of directors of Zosano Pharma Corp. (Nasdaq: ZSAN) and previously served on the board of directors of Loxo Oncology, Inc. (Nasdaq: LOXO), Cidara Therapeutics, Inc. (Nasdaq: CDTX) and Pernix Therapeutics Holdings, Inc. (OTCMKTS: PTXTQ) within the past five years. Mr. Elms received a B.A. in Human Biology from Stanford University and an M.B.A. from Kellogg Graduate School of Management at Northwestern University. Mr. Elms was chosen to serve on the Board because of his valuable experience in the investment banking industry, particularly with respect to strategic and financing transactions.
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Name
|
| |
Age
|
| |
Principal Occupation and Business Experience
|
Adam S. Grossman
|
| |
44
|
| |
Mr. Grossman has been a director of the Company since 2007, has served as the Company’s President and Chief Executive Officer since October 2011 and as the Company’s President and Chief Operating Officer between 2007 and October 2011, and is a co-founder of the Company. Mr. Grossman has over 20 years of experience in the blood and plasma industry. Prior to founding the Company, Mr. Grossman was the Executive Vice President of National Hospital Specialties and GenesisBPS, positions he held between 1994 and 2011. He has experience in launching new products, building and managing national and international sales forces, managing clinical trials and completing numerous business development transactions. Previously, he worked at MedImmune, Inc., where he worked on marketing teams for RSV and CMV immunoglobulins, and at the American Red Cross, where he launched new products with the Biomedical Services division. Mr. Grossman received a B.S. in Business Administration, with a specialization in International Business and Marketing, from American University. Mr. Grossman is the son of Dr. Jerrold B. Grossman, our Vice Chairman and co-founder. Mr. Grossman was chosen to serve on the Board because, as the Company’s Chief Executive Officer, he is able to provide the Board with critical insight into the day-to-day operations of the Company.
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Name
|
| |
Age
|
| |
Principal Occupation and Business Experience
|
Martha J. Demski
|
| |
68
|
| |
Ms. Demski became a director of the Company in June 2020 and is currently a member of the Company’s Compensation Committee and Chairwoman of the Audit Committee. Ms. Demski was Senior Vice President and Chief Financial Officer of Ajinomoto Althea, Inc., (now known as Ajinomoto Bio-Pharma Services), a fully-integrated contract development and manufacturing organization, before retiring in May 2017. Prior to joining Althea in 2011, Ms. Demski was Interim Chief Operating Officer and Chief Financial Officer of the Sidney Kimmel Cancer Center (SKCC). She is currently Chair of the Board of the biopharmaceutical company Chimerix, Inc. (CMRX) and serves as a member of their Audit Committee. Ms. Demski also is a director of Adamas Pharmaceuticals (ADMS) and Equillium, Inc. (EQ), serving as Chair of their Audit Committees and member of their Compensation Committees. She previously served on the board of Neothetics, Inc. as well as several non-for-profit boards over the years. In 2017, Ms. Demski was recognized as Director of the Year in Corporate Governance by the Corporate Directors Forum. In addition, Ms. Demski has over 13 years of banking experience with Bank of America. Ms. Demski earned her MBA from the University of Chicago Booth School of Business with concentrations in Accounting and Finance and her B.A. from Michigan State University. Ms. Demski was nominated serve on the Board because of her more than 30 years’ experience in the fields of finance and biotechnology as well as her experience as a member of various boards of directors.
|
|
| |
|
| |
|
Bryant. E. Fong
|
| |
48
|
| |
Mr. Fong, who became a director of the Company in May 2012 and is currently a member of the Company’s Audit Committee and Governance and Nominations Committee and Chairman of the Compensation Committee, has over 23 years of experience in the life sciences industry. Mr. Fong is a founding Managing Director and General Partner at Biomark Capital Fund, a life sciences private equity firm formed in 2013 (“Biomark Capital”). Prior to Biomark Capital, Mr. Fong was a Managing Director and General Partner of Burrill & Company, where he spent almost 16 years investing in and managing investments in private and public companies in the biotechnology industry. Some of Mr. Fong’s most notable investments include Pharmasset (VRUS), Novadaq Technologies (NVDQ), Galapagos (GLPG), Ceptaris Therapeutics, Ferrokin Biosciences, WaveTec Vision and JHL Biotech. Prior to joining Burrill & Company, Mr. Fong held positions as a research scientist with two early stage biotechnology companies located in the San Francisco Bay area. Mr. Fong currently serves on the boards of directors of a number of private life science companies. Mr. Fong earned his B.S. with honors in Molecular and Cell Biology-Biochemistry from the University of California, Berkeley. He was nominated by Biomark Capital to serve on the Board because of his extensive experience in the biotechnology industry.
|
|
| |
|
| |
|
Name
|
| |
Age
|
| |
Principal Occupation and Business Experience
|
Jerrold B. Grossman D.P.S.
|
| |
73
|
| |
Dr. Grossman has been a director of the Company since 2007, is the Vice Chairman of our Board and is a co-founder of the Company. Dr. Grossman has over 35 years of experience in the blood and plasma industry. He served as the Chief Executive Officer of ADMA, on a part-time basis, between 2007 and October 2011. He is the founder and Chief Executive Officer of Technomed, Inc. (formerly National Hospital Specialties), a wholesaler of specialty biological and pharmaceutical products, and has served as Chief Executive Officer of that company since 1980. Additionally, Dr. Grossman is the founder and President of GenesisBPS, a medical device firm specializing in blood collection and processing equipment, and has served as President of that company since 1990. Previously, he held positions at the New York Blood Center and Immuno-U.S., Inc. and previously served as the Chairman of the Board of Bergen Community Blood Services. Currently, Dr. Grossman is a member of the New Jersey Blood Bank Task Force and a founder and director of the New Jersey Association of Blood Bank Professionals. He was a founder and former director of Pascack Bancorp, Inc., which was acquired by Lakeland Bancorp, Inc. in January 2016, and is currently a member of the Corporate Advisory Council of Lakeland Bancorp Inc. Dr. Grossman has also provided consulting services to various government agencies and international organizations. He received a B.A. in Economics and Finance from Fairleigh Dickinson University, an M.B.A. from Fairleigh Dickinson University, and his D.P.S. in Business Management from Pace University. Dr. Grossman is the father of Adam S. Grossman, our President and Chief Executive Officer. He was chosen to serve on the Board because of his role as our co-founder and past Chief Executive Officer, as well as his more than 35 years of experience serving a variety of companies and associations in the blood and plasma industry.
|
|
| |
|
| |
|
Lawrence P. Guiheen
|
| |
70
|
| |
Mr. Guiheen became a director of the Company in July 2012 and is currently the Chairman of the Company’s Governance and Nominations Committee and a member of the Company’s Audit Committee and Compensation Committee. Mr. Guiheen is currently Executive Vice President of Wellstat Management and Chief Executive Officer of Wellmond Therapeutics. Wellmond Therapeutics is a start-up pharmaceutical company located in Rockville, MD. Wellmond is developing and will commercialize drug candidates in oncology supportive care and treatments for diseases and conditions involving mitochondrial and cellular energy disorders or failures. In addition, Mr. Guiheen has over 25 years of experience in the blood and plasma industry. From July 2013 to November 2019, Mr. Guiheen served as Chief Commercial Officer of Kedrion Biopharma, Inc., based in Barga, Italy and Fort Lee, New Jersey. Kedrion markets therapies globally for hemophilia, hemolytic disease of the newborn, immune and neurological disorders. Prior to July 2013, Mr. Guiheen was principal of Guiheen and Associates, a consulting group that specialized in biopharmaceutical, pharmaceutical and medical device commercialization. Before July 2011, Mr. Guiheen was with Baxter Healthcare Corporation for over 30 years. Most recently he held the positions of General Manager Global Hemophilia Franchise (from December 2010 to July 2011), President of Global BioPharmaceuticals for Baxter Healthcare’s BioScience Division
|
Name
|
| |
Age
|
| |
Principal Occupation and Business Experience
|
|
| |
|
| |
(March 2010 to December 2010) and President of BioPharmaceuticals US (January 2004 to March 2010). Mr. Guiheen had been a member of the BioScience Senior Management Team for over 14 years and has extensive experience leading global and domestic commercial organizations in the plasma and recombinant therapies. Mr. Guiheen is past Chairman of the Global Board of Directors for the Plasma Proteins Therapeutics Association (PPTA) and a past member of the Board of Directors of California Healthcare Institute (CHI). Mr. Guiheen holds a Bachelor of Arts degree in business administration from Rutgers University. Mr. Guiheen was chosen to serve on the Board of Directors because of his extensive experience in the plasma and pharmaceutical industries.
|
•
|
each of our directors;
|
•
|
each of our named executive officers (as defined in Item 402(m)(2) of Regulation S-K);
|
•
|
each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock; and
|
•
|
all of our directors and executive officers as a group.
|
|
| |
Shares Beneficially Owned
|
|||
Name of Beneficial Owner
|
| |
Number
|
| |
Percent
|
Martha J. Demski(1)
|
| |
40,866
|
| |
*%
|
Steven A. Elms(2)
|
| |
3,795,011
|
| |
3.1%
|
Bryant E. Fong(3)
|
| |
1,620,144
|
| |
1.3%
|
Dr. Jerrold B. Grossman(4)
|
| |
514,774
|
| |
*%
|
Adam S. Grossman(5)
|
| |
3,267,012
|
| |
2.6%
|
Lawrence P. Guiheen(6)
|
| |
257,840
|
| |
*%
|
Brian Lenz(7)
|
| |
686,040
|
| |
*%
|
James Mond, M.D., Ph.D.(8)
|
| |
783,233
|
| |
*%
|
All directors and executive officers as a group (8 persons)
|
| |
10,964,920
|
| |
8.7%
|
Owners of more than 5% of our stock
|
| |
|
| |
|
Perceptive Life Sciences Master Fund, Ltd. and affiliates(9)
|
| |
20,584,802
|
| |
16.3%
|
*
|
Less than 1%.
|
(1)
|
Amount consists of options to purchase 36,666 shares, but does not include options to purchase 48,334 shares of common stock which have not vested and will not vest within 60 days of March 22, 2021. Amount also includes 4,200 shares of common stock held in the trust account of the Martha J. Demski Trust U/D/T 10/01/94.
|
(2)
|
Amount includes options to purchase 179,340 shares but does not include options to purchase 45,834 shares of common stock which have not vested and will not vest within 60 days of March 22, 2021. Amount also includes 3,615,671 shares of common stock directly owned by Aisling Capital II LP (“Aisling”). Mr. Elms is Aisling’s designee for nomination to the Board. As a Managing Member of Aisling Capital Partners, LLC (“Aisling Partners”), a control person of Aisling, and as a member of the investment committee of Aisling Capital Partners, LP (“Aisling GP”), Mr. Elms may be deemed to be the beneficial owner of shares of common stock owned of record by Aisling. Mr. Elms disclaims beneficial ownership of Aisling’s investment in the Company and Aisling Partners’ ownership of the Company’s options, except to the extent of his pecuniary interest thereon. The address for Mr. Elms is 888 Seventh Avenue, 12th Floor, New York, New York 10106.
|
(3)
|
Amount includes options to purchase 179,340 shares but does not include options to purchase 45,834 shares of common stock which have not vested and will not vest within 60 days of March 22, 2021. Amount also includes 1,433,304 shares of common stock directly owned by Biomark Capital and 7,500 shares held directly by Mr. Fong. Mr. Fong is Biomark Capital’s designee for nomination to the Board. Mr. Fong is a founding Managing Director and General Partner at Biomark Capital. The address for Mr. Fong is c/o Biomark Capital Fund IV GP LLC, 537 Steamboat Road, Suite 200, Greenwich, Connecticut 06830.
|
(4)
|
Amount consists of 38,294 shares owned by the Genesis Foundation Inc. (“Genesis”), 31,381 shares owned by the Jerrold Grossman 2019 Irrevocable Trust (the “Trust”), 160,864 shares owned directly by Dr. Grossman, 22,857 shares owned by Brookwood LLC (“Brookwood”) and 175 shares owned by Dr. Grossman’s wife. Dr. Grossman is the President of Genesis, an investment trustee of the Trust, the managing member of Brookwood, the Vice Chairman of the Board and Hariden, LLC’s (“Hariden”) designee for
|
(5)
|
Amount consists of 91,169 shares owned directly by Mr. Grossman, 580,957 shares owned by Hariden, LLC, of which Mr. Grossman is the managing member, and 878,444 shares owned by Areth, LLC (“Areth”), of which Mr. Grossman is a control person. Mr. Grossman is the President and Chief Executive Officer of the Company. Amount also includes options to purchase 1,716,442 shares of common stock, but does not include options to purchase 941,685 shares of common stock and 296,447 RSUs which have not vested and will not vest within 60 days of March 22, 2021.
|
(6)
|
Amount includes options to purchase 179,340 shares but does not include options to purchase 45,834 shares of common stock which have not vested and will not vest within 60 days of March 22, 2021. Amount also includes 77,500 shares held directly by Mr. Guiheen and 1,000 shares held beneficially by the Guiheen Trust. Mr. Guiheen is joint trustee of the Guiheen Trust.
|
(7)
|
Amount includes 41,565 shares owned directly by Mr. Lenz and options to purchase 644,475 shares, but does not include options to purchase 329,469 shares and 93,936 RSUs which have not vested and will not vest within 60 days of March 22, 2021. Mr. Lenz is the Executive Vice President and Chief Financial Officer of the Company.
|
(8)
|
Amount includes 39,654 shares owned directly by Dr. Mond and options to purchase 743,579 shares, but does not include options to purchase 330,513 shares and 94,361 RSUs which have not vested and will not vest within 60 days of March 22, 2021. Dr. Mond is the Executive Vice President, Chief Scientific Officer and Chief Medical Officer of the Company.
|
(9)
|
Consists of 16,584,802 shares of common stock directly held by Perceptive Life Sciences Master Fund, Ltd. (the “Perceptive Master Fund”) and 4,000,000 shares of common stock issuable upon the exercise of outstanding warrants held by Perceptive Credit Holdings II, LP. Perceptive Advisors LLC (“Perceptive Advisors”) serves as the investment manager to the Perceptive Master Fund and may be deemed to beneficially own the securities directly held by the Perceptive Master Fund. Joseph Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the securities directly held by the Master Fund. Perceptive Master Fund, Perceptive Advisors and Mr. Edelman each exercise shared dispositive and voting power over the shares of common stock owned by the Perceptive Master Fund. The principal address for the Perceptive Master Fund, Perceptive Advisors and Mr. Edelman is 51 Astor Place, 10th Floor, New York, New York 10003. The information reported above is based in part on a Schedule 13G/A filed by Perceptive Advisors on February 16, 2021.
|
Name
|
| |
Fees Earned
or Paid in
Cash ($)
(1)
|
| |
Stock
Awards ($)
(2)
|
| |
Option
Awards ($)
(3)(4)
|
| |
Total ($)
|
Martha J. Demski
|
| |
36,292
|
| |
—
|
| |
50,561
|
| |
86,853
|
Steven A. Elms(5)
|
| |
73,608
|
| |
21,863
|
| |
24,270
|
| |
119,741
|
Bryant E. Fong(6)
|
| |
68,500
|
| |
21,863
|
| |
24,270
|
| |
114,633
|
Dov A. Goldstein, M.D.(7)
|
| |
27,292
|
| |
21,863
|
| |
24,270
|
| |
73,425
|
Dr. Jerrold B. Grossman
|
| |
70,900
|
| |
21,863
|
| |
24,270
|
| |
117,033
|
Lawrence P. Guiheen
|
| |
64,092
|
| |
21,863
|
| |
24,270
|
| |
110,225
|
Eric I. Richman(8)
|
| |
18,000
|
| |
21,863
|
| |
24,270
|
| |
64,133
|
(1)
|
The amounts reflected in this column represent the cash fees earned by non-employee directors for services during 2020. Fees earned are based on membership on the Board, committee membership and committee leadership positions. Please refer to our general policy on compensation of the members of our Board below in the section entitled “General Policy Regarding Compensation of Directors.”
|
(2)
|
On February 28, 2020, the Company granted to each of its then non-employee directors 7,500 restricted stock units, which became fully vested on the one-year anniversary of the grant, subject to the non-employee director’s continued service as of the applicable vesting date, and was settled into common stock upon vesting. The amounts in this column represent the aggregate grant date fair value for the restricted stock unit awards issued during 2020 computed in accordance with FASB ASC Topic 718. The fair value of restricted stock units are determined based on the closing price of the Company’s common stock on the date of grant.
|
(3)
|
The amounts in this column represent the aggregate grant date fair value for stock option awards issued during 2020 computed in accordance with FASB ASC Topic 718. These options vest in equal monthly installments over a 12-month period following the date of grant. Please see footnote (3) to the Summary Compensation Table below for relevant assumptions made. As of December 31, 2020, the aggregate number of option awards outstanding (vested and unvested) for Mr. Elms, Mr. Guiheen and Mr. Fong was 170,174, for Dr. Grossman was 252,037, for Dr. Goldstein was 158,194, for Mr. Richman was 195,382 and for Ms. Demski was 30,000.
|
(4)
|
On February 28, 2020, the Company granted to each of its then non-employee directors an option to purchase 15,000 shares of the Company’s common stock. Each option granted to such non-employee directors has an exercise price of $2.915, the closing price of the Company’s common stock on Nasdaq on February 28, 2020, and vests in 12 equal monthly installments, becoming fully vested on the first anniversary of the date of grant. Each option shall terminate on the earlier of (i) February 28, 2030 and (ii) the first anniversary of such director’s ceasing to serve on the Board. In connection with Mr. Richman’s and Dr. Goldstein’s departure from the Board, the Board agreed to extend the exercisability of the vested portions of their respective options to the earlier of one year following the date of their respective termination of service or the remainder of the ten (10)-year term of the options.
|
(5)
|
Board fees and option grants paid to Mr. Elms are assigned to Aisling.
|
(6)
|
Board fees and option grants paid to Mr. Fong are assigned to Biomark Capital.
|
(7)
|
Compensation reflects Dr. Goldstein’s service as a member of our Board, Compensation Committee Chair and a member of our Audit Committee prior to his departure on June 18, 2020.
|
(8)
|
Compensation reflects Mr. Richman’s service as a member of our Board, Audit Committee Chair, and member of our Compensation Committee and Corporate Governance and Nominations Committee prior to his departure on March 31, 2020.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus(1)
|
| |
Stock
Awards(2)
|
| |
Option
Awards(3)
|
| |
All Other
Compensation(4)
|
| |
Total
|
Adam S. Grossman
Director, President and Chief Executive Officer(5)
|
| |
2020
|
| |
$600,000
|
| |
$486,000
|
| |
$291,500
|
| |
$544,517
|
| |
$40,124
|
| |
$1,962,141
|
|
2019
|
| |
$536,000
|
| |
$368,500
|
| |
—
|
| |
$760,858
|
| |
$36,664
|
| |
$1,702,022
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Dr. James Mond
Executive Vice President, Chief Scientific Officer and Chief Medical Officer(6)
|
| |
2020
|
| |
$440,000
|
| |
$233,200
|
| |
$116,600
|
| |
$167,544
|
| |
$238,004
|
| |
$1,195,348
|
|
2019
|
| |
$415,000
|
| |
$207,500
|
| |
$—
|
| |
$380,429
|
| |
$234,493
|
| |
$1,237,422
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Brian Lenz
Executive Vice President and Chief Financial Officer(7)
|
| |
2020
|
| |
$420,000
|
| |
$222,600
|
| |
$116,600
|
| |
$167,544
|
| |
$160,274
|
| |
$1,087,018
|
|
2019
|
| |
$390,000
|
| |
$195,000
|
| |
$—
|
| |
$380,429
|
| |
$156,725
|
| |
$1,122,154
|
(1)
|
Bonus amounts for 2020 reflect cash bonus of $396,000, $211,200, and $201,600 for each of Mr. Grossman, Dr. Mond and Mr. Lenz, respectively, plus earned, bonus RSUs with an approximate cash value of $90,000, $22,000 and $21,000 (or 38,297 RSUs, 9,361 RSUs and 8,936 RSUs, based on the $2.35 per share closing price of the Company's Common Stock (as defined below) on the Nasdaq Global Market on the date of grant) for Mr. Grossman, Dr. Mond and Mr. Lenz, respectively. The cash bonuses were paid by the Company to the named executive officers in March 2021. The RSUs forming a component of the 2020 bonuses were granted on February 25, 2021 and are subject to cliff vesting with 1/3 of the RSUs vesting on each anniversary of the grant date over 3 years. Bonuses amounts reflected for 2019 were paid in March 2020.
|
(2)
|
The amount reflected in the table represents the aggregate grant date fair value of restricted stock units granted during 2020 and is computed in accordance with FASB ASC Topic 718. The fair value of restricted stock units are determined based on the closing price of the Company’s common stock on the date of grant.
|
(3)
|
The amount reflected in the table represents the aggregate grant date fair value of options granted in 2019 and in 2020 computed in accordance with FASB ASC Topic 718. We estimate the fair value of each option on the grant date using the Black-Scholes model with the following assumptions: To determine the risk-free interest rate, we utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. The expected term of the options granted is in accordance with Staff Accounting Bulletins 107 and 110, which is based on the average between vesting terms and contractual terms. The expected dividend yield reflects our current and expected future policy for dividends on our common stock. The expected stock price volatility for our stock options was calculated by examining the historical volatility of the Company’s common stock since the stock became publicly traded in the fourth quarter of 2013. The material terms of the options held are described in the Outstanding Equity Awards at Fiscal-Year End table and corresponding footnote.
|
(4)
|
Other compensation includes $11,200 and $11,400 in 2019 and 2020, respectively, in employer contributions to employee accounts under our 401(k) plan in which our employees are entitled to participate in 2019 and 2020, respectively. Such amounts were earned for services performed in 2019 and 2020 and were paid in full in 2019 and 2020. With respect to Mr. Grossman, other compensation also includes (i) for 2019, $24,464 in medical benefits paid by the Company and (ii) for 2020, $28,724 in medical benefits paid by the Company. With respect to Dr. Mond, other compensation also includes (i) for 2019, $31,293 in medical benefits paid by the Company and a $192,000 stipend for temporary housing in Boca Raton, Florida and (ii) for 2020, $34,603 in medical benefits paid by the Company and a $192,000 stipend for temporary housing in Boca Raton, Florida. With respect to Mr. Lenz, other compensation also includes (i) for 2019, $25,525 in medical benefits paid by the Company and a $120,000 stipend for temporary housing in Boca Raton, Florida and (ii) for 2020, $28,874 in medical benefits paid by the Company and a $120,000 stipend for temporary housing in Boca Raton, Florida.
|
(5)
|
Mr. Grossman has served as our President and Chief Executive Officer since October 2011.
|
(6)
|
Dr. Mond has served as our Executive Vice President, Chief Scientific Officer and Chief Medical Officer since July 2012.
|
(7)
|
Mr. Lenz served as our Vice President and Chief Financial Officer from May 2012 until June 2018 and has served as our Executive Vice President and Chief Financial Officer since June 2018.
|
Name
|
| |
Number of
Exercisable
Shares
Underlying
Options (#)
|
| |
Number of
Unexercisable
Shares
Underlying
Options(1) (#)
|
| |
Option
Exercise Price
|
| |
Option
Expiration Date
|
Adam S. Grossman
Director, President and Chief Executive Officer
|
| |
269,410
|
| |
—
|
| |
$7.56
|
| |
2/13/2022
|
|
99,309
|
| |
—
|
| |
$8.50
|
| |
2/21/2024
|
||
|
60,000
|
| |
—
|
| |
$10.80
|
| |
1/30/2025
|
||
|
40,500
|
| |
—
|
| |
$9.37
|
| |
10/9/2025
|
||
|
16,984
|
| |
—
|
| |
$5.96
|
| |
1/28/2026
|
||
|
52,708
|
| |
2,292
|
| |
$5.00
|
| |
2/14/2027
|
||
|
510,321
|
| |
72,903
|
| |
$3.66
|
| |
6/6/2027
|
||
|
247,916
|
| |
102,084
|
| |
$3.71
|
| |
2/9/2028
|
||
|
191,666
|
| |
208,334
|
| |
$3.22
|
| |
1/23/2029
|
||
|
—
|
| |
325,000
|
| |
$2.915
|
| |
2/28/2030
|
||
|
| |
|
| |
|
| |
|
| |
|
Dr. James Mond
Executive Vice President, Chief Scientific Officer and Chief Medical Officer
|
| |
134,705
|
| |
—
|
| |
$7.56
|
| |
7/18/2022
|
|
29,591
|
| |
—
|
| |
$8.50
|
| |
2/21/2024
|
||
|
22,000
|
| |
—
|
| |
$10.80
|
| |
1/30/2025
|
||
|
27,000
|
| |
—
|
| |
$9.37
|
| |
10/9/2025
|
||
|
6,750
|
| |
—
|
| |
$5.96
|
| |
1/28/2026
|
||
|
21,562
|
| |
938
|
| |
$5.00
|
| |
2/14/2027
|
||
|
212,227
|
| |
30,319
|
| |
$3.66
|
| |
6/6/2027
|
||
|
106,250
|
| |
43,750
|
| |
$3.71
|
| |
2/9/2028
|
||
|
| |
95,833
|
| |
104,167
|
| |
$3.22
|
| |
1/23/2029
|
|
| |
—
|
| |
100,000
|
| |
$2.915
|
| |
2/28/2030
|
|
| |
|
| |
|
| |
|
| |
|
Brian Lenz
Executive Vice President and Chief Financial Officer
|
| |
84,190
|
| |
—
|
| |
$7.56
|
| |
5/1/2022
|
|
39,032
|
| |
—
|
| |
$8.50
|
| |
2/21/2024
|
||
|
18,000
|
| |
—
|
| |
$10.80
|
| |
1/30/2025
|
||
|
23,000
|
| |
—
|
| |
$9.37
|
| |
10/9/2025
|
||
|
5,750
|
| |
—
|
| |
$5.96
|
| |
1/28/2026
|
||
|
21,562
|
| |
938
|
| |
$5.00
|
| |
2/14/2027
|
||
|
168,413
|
| |
24,059
|
| |
$3.66
|
| |
6/6/2027
|
||
|
106,250
|
| |
43,750
|
| |
$3.71
|
| |
2/9/2028
|
||
|
95,833
|
| |
104,167
|
| |
$3.22
|
| |
1/23/2029
|
||
|
—
|
| |
100,000
|
| |
$2.915
|
| |
2/28/2030
|
(1)
|
With respect to option grants that have unvested options outstanding, each option grant vests over four years, with 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in equal monthly installments over the following 36 months of continued employment, subject to accelerated vesting upon certain terminations of employment in connection with a change in control (as described below under “Agreements with Named Executive Officers”).
|
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
|
Equity compensation plans approved by security holders
|
| |
7,248,931
|
| |
$4.40
|
| |
2,664,237(1)
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
$—
|
| |
—
|
|
| |
|
| |
|
| |
|
Total
|
| |
7,248,931
|
| |
$4.40
|
| |
2,664,237(1)
|
(1)
|
On January 1, 2021, an additional 3,491,134 shares of common stock were automatically added to the shares authorized for issuance under the Amended and Restated ADMA Biologics, Inc. 2014 Omnibus Incentive Compensation Plan (the “2014 Plan”) pursuant to an “evergreen” provision contained therein. Pursuant to such provision, on January 1 of each year through 2022, the number of shares authorized for issuance under the 2014 Plan is automatically increased by a number equal to four percent of the outstanding shares of common stock as of the end of our immediately preceding fiscal year, or any lesser number of shares of common stock determined by the Board.
|
•
|
expanding our business through the acquisition of other businesses, products or assets;
|
•
|
establishing partnerships and strategic relationships with other companies;
|
•
|
raising capital through the future sale of our common stock when necessary or appropriate; and
|
•
|
attracting and retaining valuable employees by providing shares available for equity incentives.
|
(1)
|
For purposes of clarification, the percentage represented by the existing stockholders excludes any and all options, warrants and other convertible securities held by the existing stockholders.
|
(2)
|
Ownership is based upon the number of outstanding shares of common stock as of the Record Date, and assumes the issuance of all authorized but unissued shares of common stock before and after the proposed amendment.
|
|
| |
2020
|
| |
2019
|
Audit Fees(1)
|
| |
$510,509
|
| |
$659,581
|
Audit-Related Fees(2)
|
| |
6,500
|
| |
49,928
|
Tax Fees(3)
|
| |
58,346
|
| |
36,245
|
All Other Fees(4)
|
| |
27,000
|
| |
25,000
|
TOTAL
|
| |
$602,355
|
| |
$770,754
|
(1)
|
Fees for audit services in 2020 and 2019 consisted of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements included in our Annual Report on Form 10-K, the review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q, the professional services rendered relating to the Company in connection with public offerings of securities, related comfort letters and services that are normally provided by our independent registered public accountants in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.”
|
(3)
|
Tax fees consist of fees billed for services including, but not limited to, assistance with tax compliance and the preparation of tax returns, tax consultation services and assistance in connection with state and local tax audits.
|
(4)
|
Primarily reflects audit fees related to a 401(k) retirement plan sponsored by the Company.
|
•
|
Reviewed and discussed the Company’s audited financial statements for the year ended December 31, 2020 with management;
|
•
|
Discussed with CohnReznick LLP the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T; and
|
•
|
Received written disclosures and a letter from CohnReznick LLP regarding its independence as required by applicable requirements of the PCAOB regarding CohnReznick LLP’s communications with the Audit Committee, and the Audit Committee further discussed with CohnReznick LLP their independence. The Audit Committee also considered the status of pending litigation, taxation matters and other areas of oversight related to the financial reporting and audit process that the committee determined appropriate.
|
|
| |
Submitted by the members of the Audit Committee:
|
|
| |
Martha J. Demski (Chairwoman)
|
|
| |
Bryant E. Fong
|
|
| |
Lawrence P. Guiheen
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
Adam S. Grossman
President and Chief Executive Officer, Director
|
1.
|
The second amended and restated certificate of incorporation of the Corporation is hereby amended by deleting Article IV, Section 4.1 thereof in its entirety and inserting the following in lieu thereof:
|
|
| |
By:
|
| |
|
|
| |
Name:
|
| |
Adam S. Grossman
|
|
| |
Title:
|
| |
President and Chief Executive Officer
|