☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to Rule 14a-12
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Sincerely,
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Shoshana Shendelman, Ph.D.
Chair, President, Chief Executive Officer and
Secretary
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1.
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Election of two Class II directors to serve for a three-year term of office expiring at the 2024 Annual Meeting of Stockholders;
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2.
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Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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3.
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Any other matter that properly comes before the Annual Meeting.
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By Order of the Board of Directors,
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Shoshana Shendelman, Ph.D.
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Chair, President, Chief Executive Officer and
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Secretary
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1.
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Election of two Class II directors to serve for a three-year term of office expiring at the 2024 Annual Meeting of Stockholders;
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2.
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Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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3.
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Any other matter that properly comes before the Annual Meeting.
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•
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Are present in person at the virtual Annual Meeting; or
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•
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Have properly submitted a proxy card by mail or submitted a proxy by telephone or over the Internet.
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•
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FOR the election of the two nominees for Class II director; and
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•
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FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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Proposals
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Required Vote
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Effect of Broker
Non-Votes
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Effect of “Withhold”
Votes or Abstentions
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|||
1.
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Election of Directors
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Plurality of votes cast for each nominee
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None
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None
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2.
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Ratification of Independent Registered Public Accounting Firm
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Majority of the shares present and entitled to vote
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Not applicable
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Against
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Class
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Term Expiration
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Director
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Age
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Class I
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2023
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Les Funtleyder
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51
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Stacy J. Kanter
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62
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Class II
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2021
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Joel S. Marcus
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73
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Jay S. Skyler, M.D., MACP
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74
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Class III
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2022
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Teena Lerner, Ph.D.
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63
|
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Shoshana Shendelman, Ph.D.
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42
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Name
|
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Audit
Committee
|
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Compensation
Committee
|
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Nominating &
Corporate
Governance
Committee
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Shoshana Shendelman, Ph.D.(1)
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Les Funtleyder
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Stacy J. Kanter
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Chair
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*
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Teena Lerner, Ph.D.(2)
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*
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Chair
|
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Joel S. Marcus
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*
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*
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Jay S. Skyler, M.D., MACP
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*
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Chair
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(1)
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Chair of the board of directors.
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(2)
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Lead Independent Director
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Year Ended December 31,
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|||
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2020
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2019
|
Audit Fees(1)
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$350,000
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$340,000
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Audit-Related Fees(2)
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$140,661
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$521,315
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Tax Fees
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| |
—
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| |
—
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All Other Fees
|
| |
—
|
| |
—
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Total
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$490,661
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| |
$861,315
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(1)
|
Audit fees consist of fees for services necessary to perform the audit of our consolidated financial statements for fiscal 2020 and 2019.
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(2)
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Audit-related fees consist of fees for assurance and related services reasonably related to the performance of the audit or review and fees related to the preparation and review of documents filed with the SEC, including those related to the IPO (as defined below) and subsequent equity offerings.
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•
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Each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
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•
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Each of our directors;
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•
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Each of our named executive officers; and
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•
|
All of our current executive officers and directors as a group.
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Number of
Shares
Beneficially
Owned
|
| |
Percentage of
Shares
Beneficially
Owned
|
Greater than 5% Stockholders:
|
| |
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Shoshana Shendelman, Ph.D.(1)
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6,654,266
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23.8%
|
Entities affiliated with Alexandria Venture(2)
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3,390,576
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13.0%
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Directors and Named Executive Officers:
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Les Funtleyder(3)
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| |
81,520
|
| |
*
|
Stacy J. Kanter(4)
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36,870
|
| |
*
|
Teena Lerner, Ph.D.(5)
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| |
88,233
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| |
*
|
Joel S. Marcus(2)(6)
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393,594
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1.5%
|
Riccardo Perfetti, M.D., Ph.D.(7)
|
| |
422,901
|
| |
1.6%
|
Jay S. Skyler, M.D., MACP(8)
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| |
23,870
|
| |
*
|
Charles Silberstein, M.D.(9)
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| |
61,000
|
| |
*
|
All current executive officers and directors as a group (ten persons)(10)
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| |
7,828,597
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| |
27.2%
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
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Dr. Shendelman is also a director and named executive officer. Includes (a) 354,285 shares of common stock held by Dr. Shendelman, (b) 88,397 shares held by Clearpoint Strategy Group LLC, of which Dr. Shendelman is the sole owner, (c) 1,492,094 shares of common stock held by Sycamore Family I LLC, of which Dr. Shendelman’s spouse, Vladimir Shendelman, is the sole manager, (d) 1,750,000 shares held by Sycamore 2020 GRAT, over which Dr. Shendelman holds sole voting and dispositive power over such shares as the Investment Advisor, (e) 290,280 shares held by Ginko Family LLC, of which Dr. Shendelman is the sole manager, (f) 709,720 shares held by Vladimir Shendelman, Dr. Shendelman’s spouse, and (g) 1,969,490 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(2)
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Includes (a) 2,190,077 shares held by Alexandria Venture Investments, LLC (“Alexandria Venture”), and (b) 1,243,977 shares held by Alexandria Equities No. 7, LLC (“Alexandria Equities,” and together with Alexandria Venture, the “Alexandria Entities”). One of our directors, Joel S. Marcus, is the Executive Chairman and founder of Alexandria, the managing member of Alexandria Venture and the parent company of ARE-QRS Corp., which is the general partner of Alexandria Real Estate Equities L.P., which is the managing member of ARE-Special Services, LLC, which is the managing member of Alexandria Equities. ARE-QRS Corp. has full voting and investment power with respect to the shares owned by Alexandria Equities and Alexandria has full voting and investment power with respect to the shares owned by Alexandria Venture. As Executive Chairman and founder of Alexandria, Mr. Marcus may be deemed to
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(3)
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Includes 64,372 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(4)
|
Includes 23,870 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(5)
|
Includes 47,811 shares of common stock underlying outstanding options that are immediately exercisable or will become exercisable within 60 days.
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(6)
|
Includes 78,234 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(7)
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Includes 422,901 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(8)
|
Includes 23,870 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(9)
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Includes 61,000 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days.
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(10)
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Includes an aggregate of 2,757,866 shares of common stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days, held by ten executive officers and directors.
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•
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Shoshana Shendelman, Ph.D., our President and Chief Executive Officer;
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•
|
Charles Silberstein, M.D., our Chief Financial Officer; and
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•
|
Riccardo Perfetti, M.D., Ph.D., our Chief Medical Officer.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)(2)
|
| |
Option
Awards
($)(3)
|
| |
All
Other
Compensation
($)(4)
|
| |
Total
($)
|
Shoshana Shendelman, Ph.D.
President and Chief Executive Officer
|
| |
2020
|
| |
577,500
|
| |
317,625
|
| |
—
|
| |
3,675,524
|
| |
—
|
| |
4,570,649
|
|
2019
|
| |
550,000
|
| |
—
|
| |
—
|
| |
11,039,972
|
| |
—
|
| |
11,589,972
|
||
Charles Silberstein, M.D.
Chief Financial Officer
|
| |
2020
|
| |
270,000
|
| |
108,197
|
| |
2,685,220
|
| |
6,282,494
|
| |
—
|
| |
9,345,911
|
Riccardo Perfetti, M.D., Ph.D.
Chief Medical Officer
|
| |
2020
|
| |
472,500
|
| |
189,000
|
| |
—
|
| |
1,319,382
|
| |
10,644
|
| |
1,991,526
|
|
2019
|
| |
450,000
|
| |
297,500
|
| |
—
|
| |
2,600,221
|
| |
9,594
|
| |
3,357,315
|
(1)
|
Salary amounts represent actual amounts paid during the applicable year. See “— Narrative to the Summary Compensation Table — Annual Base Salary” below for more information.
|
(2)
|
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the restricted stock unit awards granted during the applicable year computed in accordance with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 7, “Stock-Based Compensation” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting or settlement of the restricted stock units or the sale of the common stock underlying such restricted stock units.
|
(3)
|
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during the applicable year computed in accordance with ASC 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 7, “Stock-Based Compensation” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.
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(4)
|
The amounts represent matching contributions made by us to the named executive officer’s 401(k) plan account.
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||
Name and Principal Position
|
| |
Option
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options(#)
(Exercisable)
|
| |
Number of
Securities
Underlying
Unexercised
Options(#)
(Unexercisable)
|
| |
Option
Exercise
Price
|
| |
Option
Expiration
Date
|
| |
Number of
Shares
That Have
Not Vested
(#)
|
| |
Market
Value of
Shares That
Have Not
Vested ($)
|
| ||
Shoshana Shendelman, Ph.D.
|
| |
3/8/18
|
| |
539,585
|
| |
—
|
| |
1.44
|
| |
3/7/28
|
| |
—
|
| |
—
|
| ||
|
| |
3/18/19(1)
|
| |
632,596
|
| |
316,298
|
| |
4.70
|
| |
3/17/29
|
| |
—
|
| |
—
|
| ||
|
| |
5/13/19(2)
|
| |
303,742
|
| |
463,607
|
| |
10.00
|
| |
5/13/29
|
| |
—
|
| |
—
|
| ||
|
| |
12/16/19(3)
|
| |
52,250
|
| |
156,750
|
| |
22.20
|
| |
12/16/29
|
| |
—
|
| |
—
|
| ||
|
| |
12/16/19
|
| |
23,317
|
| |
—
|
| |
22.20
|
| |
12/16/29
|
| |
—
|
| |
—
|
| ||
|
| |
12/10/20(4)
|
| |
—
|
| |
256,850
|
| |
23.15
|
| |
12/10/30
|
| |
—
|
| |
—
|
| ||
Charles Silberstein, M.D.
|
| |
6/4/20(5)
|
| |
—
|
| |
183,000
|
| |
44.02
|
| |
6/4/2030
|
| |
—
|
| |
—
|
| ||
|
| |
6/4/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
61,000(6)
|
| |
1,342,610
|
| ||
|
| |
12/10/20(4)
|
| |
—
|
| |
92,850
|
| |
23.15
|
| |
12/10/30
|
| |
—
|
| |
—
|
| ||
Riccardo Perfetti, M.D., Ph.D.
|
| |
12/17/18
|
| |
206,449
|
| |
—
|
| |
1.44
|
| |
12/16/28
|
| |
—
|
| |
—
|
| ||
|
| |
3/18/19(7)
|
| |
122,661
|
| |
11,151
|
| |
4.70
|
| |
3/17/29
|
| |
—
|
| |
—
|
| ||
|
| |
5/13/19(2)
|
| |
67,499
|
| |
103,023
|
| |
10.00
|
| |
5/13/29
|
| |
—
|
| |
—
|
| ||
|
| |
12/16/19(3)
|
| |
20,000
|
| |
60,000
|
| |
22.20
|
| |
12/16/29
|
| |
—
|
| |
—
|
| ||
|
| |
12/10/20(4)
|
| |
—
|
| |
92,200
|
| |
23.15
|
| |
12/10/30
|
| |
—
|
| |
—
|
|
(1)
|
One-third of this option vested on each of April 22, 2019 and March 18, 2020, and the remainder vested on March 18, 2021.
|
(2)
|
One-fourth of this option vested on May 13, 2020, and the remainder vests monthly thereafter in one thirty-sixth increments.
|
(3)
|
One-fourth of this option vested on December 16, 2020, and the remainder vests monthly thereafter in one thirty-sixth increments.
|
(4)
|
One-fourth of this option vests on December 10, 2021, and the remainder vests monthly thereafter in one thirty-sixth increments.
|
(5)
|
One-fourth of this option vests on May 26, 2021, and the remainder vests monthly thereafter in one thirty-sixth increments.
|
(6)
|
One-fourth of these restricted stock units vest on May 26 of each of 2021, 2022, 2023 and 2024.
|
(7)
|
One-third of this option vested on March 18, 2019, and the remainder vested on March 18, 2021.
|
•
|
Arrange for the assumption, continuation, or substitution of a stock award by a successor corporation;
|
•
|
Arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;
|
•
|
Accelerate the vesting, in whole or in part, of the stock award and provide for its termination if not exercised (if applicable) at or before the effective time of the transaction;
|
•
|
Arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us;
|
•
|
Cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised before the effective time of the transaction, in exchange for a cash payment, if any; or
|
•
|
Make a payment equal to the excess, if any, of (A) the value of the property the participant would have received on exercise of the award immediately before the effective time of the transaction, over (B) any exercise price payable by the participant in connection with the exercise.
|
•
|
Provide for the acceleration of vesting with respect to, all or any portion of an award;
|
•
|
Cancel an award for a cash payment equal to the fair market value which, in the case of stock options will be deemed to be equal to the excess, if any, of the value of the consideration to be paid in the change of control transaction to holders of the same number of shares of common stock subject to the options over the aggregate exercise price;
|
•
|
Provide for the issuance of a substitute award that will substantially preserve the otherwise applicable terms of any affected award;
|
•
|
Terminate unvested stock options without providing accelerated vesting; or
|
•
|
Take any other action with respect to the awards our board of directors or committee deems appropriate.
|
Position
|
| |
Annual
Service
Retainer
|
| |
Chairperson
Additional
Retainer
|
Board of Directors
|
| |
$40,000
|
| |
$—
|
Audit committee
|
| |
7,500
|
| |
15,000
|
Compensation committee
|
| |
6,000
|
| |
12,000
|
Nominating and corporate governance committee
|
| |
4,000
|
| |
8,000
|
Name
|
| |
Fees Earned or
Paid in Cash
($)
|
| |
Option
Awards(1)
($)
|
| |
Total
($)
|
Les Funtleyder
|
| |
40,000
|
| |
263,218(2)
|
| |
303,218
|
Joel S. Marcus
|
| |
53,500
|
| |
263,218(2)
|
| |
316,718
|
Teena Lerner, Ph.D.
|
| |
59,500
|
| |
263,218(2)
|
| |
322,718
|
Stacy J. Kanter
|
| |
59,000
|
| |
263,218(2)
|
| |
322,218
|
Jay Skyler
|
| |
54,000
|
| |
263,218(2)
|
| |
317,218
|
(1)
|
In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during fiscal year ended December 31, 2020 computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included
|
(2)
|
Represents an option to purchase 10,230 shares of our common stock granted in June 2020 at an exercise price of $44.02 per share.
|
Name
|
| |
Option Awards
Outstanding at
December 31,
2020
|
Les Funtleyder
|
| |
71,192(1)
|
Joel S. Marcus
|
| |
85,054(2)
|
Teena Lerner, Ph.D.
|
| |
54,631(3)
|
Stacy J. Kanter
|
| |
30,690(4)
|
Jay Skyler
|
| |
30,690(4)
|
(1)
|
Represents (i) an option to purchase 159,502 shares of our common stock granted on March 7, 2019, which was fully vested as of December 31, 2020; (ii) an option to purchase 20,460 shares of our common stock granted on June 4, 2019, of which one-half were vested as of December 31, 2020 and the remainder vests monthly thereafter in one thirty-sixth increments; and (iii) an option to purchase 10,230 shares of our common stock granted on June 4, 2020, of which one-half were vested as of December 31, 2020 and the remainder vests monthly thereafter in one-twelfth increments, in each case less exercises.
|
(2)
|
Represents (i) an option to purchase 18,453 shares of our common stock granted on March 21, 2017, which was fully vested as of December 31, 20120; (ii) an option to purchase 35,911 shares of our common stock granted March 18, 2019, of which two-thirds were fully vested as of December 31, 2020 and the remainder vests annually thereafter in one-third increments; (iii) an option to purchase 20,460 shares of our common stock granted on May 13, 2019, of which nineteen thirty-sixths were vested as of December 31, 2020 and the remainder vests monthly thereafter in one thirty-sixth increment; and (iv) an option to purchase 10,230 shares of our common stock granted on June 4, 2020, of which one-half were vested as of December 31, 2020 and the remainder vests monthly thereafter in one-twelfth increments.
|
(3)
|
Represents (i) an option to purchase 35,911 shares of our common stock granted on March 18, 2019, of which two-thirds were fully vested as of December 31, 2020 and the remainder vests yearly in one-third increments; (ii) an option to purchase 20,460 shares of our common stock granted on May 13, 2019, of which nineteen thirty-sixths were vested as of December 31, 2020 and the remainder vests monthly thereafter in one thirty-sixth increments; and (iii) an option to purchase 10,230 shares of our common stock granted on June 4, 2020, of which one-half were vested as of December 31, 2020 and the remainder vests monthly thereafter in one-twelfth increments, in each case less exercises.
|
(4)
|
Represents (i) an option to purchase 20,460 shares of our common stock granted on May 13, 2019, of which nineteen thirty-sixths were vested as of December 31, 2020 and the remainder vests monthly thereafter in one thirty-sixth increments; and (ii) an option to purchase 10,230 shares of our common stock granted on June 4, 2020, of which one-half were vested as of December 31, 2020 and the remainder vests monthly thereafter in one-twelfth increments.
|
Name
|
| |
Series B
Preferred
Stock(#)
|
| |
Cancellation of
Indebtedness
(Note
Conversion)
($)
|
| |
Cash
Purchase
Price of Series
B Preferred
Stock($)
|
| |
Aggregate
Purchase
Price($)
|
Franklin M. Berger, CFA(1)
|
| |
294,695
|
| |
1,272,568
|
| |
615,955
|
| |
1,888,523
|
Affiliates of E Squared(2)
|
| |
675,744
|
| |
46,608
|
| |
5,001,684
|
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5,048,292
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Joel S. Marcus(3)
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135,192
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288,596
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651,530
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940,126
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Entities affiliated with Alexandria Venture(4)
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1,614,860
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1,673,052
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10,000,059
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11,673,111
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(1)
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Mr. Berger was a member of our board of directors until the date of the IPO. 212,430 shares of Series B Preferred Stock held by Mr. Berger were issued as a result of the conversion of his 2018 Note.
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(2)
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Consists of (a) 7,734 shares of our Series B Preferred Stock held by Edward Ilyadzhanov and (b) 668,010 shares of our Series B Preferred Stock held by Al, a Series of E Squared Investment Fund, LLC, or Al. 7,734 shares of Series B Preferred Stock held by Mr. Ilyadzhanov were issued as a result of the conversion of his 2018 Note. Mr. Funtleyder, our interim Chief Financial Officer and a member of our board of directors, is a healthcare portfolio manager at E Squared Capital Management, LLC, or E Squared, which is the general manager of Al. Mr. Ilyadzhanov, the founder, Managing Partner and Chief Investment Officer of E Squared, has full voting and investment power with respect to shares owned by Al.
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(3)
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Mr. Marcus is a member of our board of directors. 48,176 shares of Series B Preferred Stock held by Mr. Marcus were issued as a result of the conversion of his 2018 Note.
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(4)
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Consists of (a) 370,883 shares of our Series B Preferred Stock held by Alexandria Venture and (b) 1,243,977 shares of our Series B Preferred Stock held by Alexandria Equities No. 7, LLC, or Alexandria Equities. 279,281 shares of Series B Preferred Stock held by Alexandria Venture were issued as a result of the conversion of its 2018 Note. Mr. Marcus, a member of our board of directors, is the Executive Chairman and founder of Alexandria, the managing member of Alexandria Venture and the parent company of ARE-QRS Corp., which is the general partner of Alexandria Real Estate Equities L.P., which is the managing member of ARE-Special Services, LLC, which is the managing member of the Alexandria Equities. Alexandria has full voting and investment power with respect to the shares owned by the Alexandria Venture. ARE-QRS Corp. has full voting and investment power with respect to the shares owned by the Alexandria Equities.
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By Order of the Board of Directors,
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Shoshana Shendelman, Ph.D.
Chair, President, Chief Executive Officer and Secretary
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