Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 011.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 011 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 011(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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1.
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To elect the three (3) Class III directors, N. Anthony Coles, M.D., Kim C. Drapkin and Lynne Zydowsky, Ph.D., to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal;
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2.
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To ratify the appointment of PricewaterhouseCoopers 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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To transact such other business as may properly come before the stockholders at the Annual Meeting or at any and all adjournments or postponements thereof.
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By Internet. You may vote at www.proxyvote.com, 24 hours a day, seven days a week, by following the instructions at that site for submitting your proxy electronically. You will be required to enter the 16-digit control number provided on your proxy card or voting instruction form. In order to be counted, proxies submitted by Internet must be received by the cutoff time of 11:59 p.m. Eastern Time on June 1.
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By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will be required to enter the 16-digit control number provided on your proxy card or voting instruction form. In order to be counted, proxies submitted by Internet must be received by the cutoff time of 11:59 p.m. Eastern Time on June 1.
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By Mail prior to the Annual Meeting. If you requested printed copies of the proxy materials by mail, you can vote by mailing your proxy as described in the proxy materials. Proxies submitted by mail must be received by the cutoff time of 11:59 p.m. Eastern Time on June 1.
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During the Annual Meeting. If you attend the Annual Meeting online, you may vote your shares online while virtually attending the Annual Meeting by visiting www.virtualshareholdermeeting.com/YMTX2021. You will need your control number provided on your proxy card or Notice of Internet Availability of Proxy Materials in order to be able to vote during the Annual Meeting.
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Name
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Positions and Offices Held
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Director Since(1)
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Age
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N. Anthony Coles, M.D.
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Executive Chair of the Board of Directors
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2014
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60
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Kim C. Drapkin
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Director
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2020(2)
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53
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Lynne Zydowsky, Ph.D.
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Director
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2019
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62
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(1)
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The years set forth below reflect when the director joined Yumanity, Inc. (formerly Yumanity Therapeutics, Inc.).
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(2)
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Ms. Drapkin joined Yumanity at the completion of the merger of Proteostasis Therapeutics, Inc. (“Proteostasis”) and Yumanity, Inc. in December 2020.
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Name
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Positions and Offices Held
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Director
Since(1)
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Class and Year
in Which Term
Will Expire
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Age
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Patricia L. Allen
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Director
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2019
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Class I—2022
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59
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Richard A. Heyman, Ph.D.
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Lead Independent Director
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2016
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Class I—2022
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63
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Richard Peters, M.D., Ph.D.
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President, Chief Executive Officer and Director
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2019
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Class I—2022
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58
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David Arkowitz
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Director
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2020(2)
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Class II—2023
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59
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Jeffery W. Kelly, Ph.D.
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Director
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2006
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Class II—2023
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60
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Cecil B. Pickett
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Director
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2016
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Class II—2023
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76
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(1)
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The years set forth below reflect when the director joined Yumanity, Inc. (formerly Yumanity Therapeutics, Inc.).
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(2)
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Mr. Arkowitz joined Yumanity at the completion of the merger of Proteostasis and Yumanity, Inc. in December 2020.
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2020
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2019
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Audit fees(1)
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$1,600,000
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$783,000
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Audit-related fees(2)
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—
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—
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Tax-related fees(3)
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31,155
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—
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All other fees(4)
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956
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2,756
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Total fees
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$1,632,111
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$785,756
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(1)
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Audit fees. Audit fees consist of fees billed for professional services performed by PricewaterhouseCoopers LLP for the audit of our annual financial statements, the review of interim financial statements, and related services that are normally provided in connection with registration statements. During fiscal year 2020, Yumanity audit fees includes $666,000 of fees in connection with the filing of registration statements.. During fiscal year 2019, Yumanity incurred total audit fees of $65,000, which is not included in the table above.
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(2)
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Audit-related fees. There were no audit-related fees in fiscal years 2020 and 2019.
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(3)
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Tax-related fees. Tax-related fees consist of fees billed for the preparation of the annual tax returns and tax-related consulting work. During 2019, Yumanity incurred $35,559 of tax-related fees, which is not included in the table above.
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(4)
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All other fees. All other fees consist of licenses for PricewaterhouseCoopers LLP’s online accounting research and financial disclosure tools.
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Name and Address of Beneficial Owner
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Number
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Percent
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5% Stockholders
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Entities affiliated with the estate of Susan Lindquist, Ph.D.(1)
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1,190,599
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11.7%
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Entities Associated with Fidelity(2)
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1,186,089
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11.6%
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N. Anthony Coles, M.D.(3)
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839,729
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8.2%
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Entities Associated with Alexandria Real Estate Equities, Inc.(4)
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781,034
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7.7%
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Entities Associated with Redmile Group, LLC(5)
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673,549
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6.6%
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Merck Sharp & Dohme Corp.(6)
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526,999
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5.2%
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Named Executive Officers and Directors
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N. Anthony Coles, M.D.(3)
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839,729
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8.2%
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Richard Peters, M.D., Ph.D(7)
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259,207
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2.5%
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Paulash Mohsen(8)
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92,271
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*
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Meenu Chhabra(9)
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84,838
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*
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Sheila Wilson(10)
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18,363
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*
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Marija Zecevic, Ph.D.(11)
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27,109
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*
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Patricia L. Allen(12)
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17,766
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*
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Richard A. Heyman, Ph.D. (13)
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11,429
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*
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Kim C. Drapkin(14)
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2,400
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*
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David Arkowitz(15)
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6,747
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*
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Jeffery W. Kelly, Ph.D.(16)
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24,265
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*
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Cecil B. Pickett(17)
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11,429
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*
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Lynne Zydowsky, Ph.D.(18)
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17,766
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*
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All current directors and executive officers as a group (12 persons)(19)
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1,344,331
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12.5%
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*
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Represents beneficial ownership of less than one percent
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(1)
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Based solely on a Schedule 13G filed with the SEC on January 4, 2021. Consists of (i) 230,170 shares of common stock held by the Susan L. Lindquist Exempt Marital Trust, (ii) 241,257 shares of common stock held by the Susan L. Lindquist Non-Exempt Marital Trust, (iii) 228,966 shares of common stock held by the Susan L. Lindquist Massachusetts Only Marital Trust, (iv) 484,168 shares of common stock held by the Susan L. Lindquist Family Trust and (v) 6,038 shares of common stock issuable upon exercise of warrants within 60 days of April 9, 2021 held by the Susan L. Lindquist Family Trust. The address for each of the Susan L. Lindquist Exempt Marital Trust, Susan L. Lindquist Non-Exempt Marital Trust, Susan L. Lindquist Massachusetts Only Marital Trust and Susan L. Lindquist Family Trust is c/o Nancy E. Dempze, Hemenway & Barnes, LLP 75 State Street, 16th Fl., Boston, Massachusetts 02109.
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(2)
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Based solely on information set forth in a Schedule 13G filed with the SEC on January 11, 2021 by FMR LLC, reporting that FMR LLC (i) beneficially owned 1,186,089 shares; (ii) had the sole power to dispose or direct the disposition of 1,186,089 shares; and (iii) had the
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(3)
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Consists of (i) 689,890 shares of common stock held by N. Anthony Coles, M.D., (ii) 97,170 shares of common stock issuable upon exercise of options and warrants within 60 days of April 9, 2021 and (iii) 52,669 shares held by Coles 2016 Irrevocable Trust. Dr. Coles is a trustee of the Coles 2016 Irrevocable Trust and may be deemed to have voting and investment power over shares held by Coles 2016 Irrevocable Trust.
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(4)
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Based solely on a Schedule 13G filed with the SEC on January 5, 2021. Consists of (i) 548,895 shares of common stock held by Alexandria Venture Investments, LLC (“AVI”), (ii) 7,798 shares of common stock underlying immediately exercisable warrants held by AVI and (iii) 224,341 shares of common stock held directly by Alexandria Equities No. 7, LLC (“AE7”). Each of AVI and AE7 are indirect, wholly-owned subsidiaries of Alexandria Real Estate Equities, Inc. (“ARE”) and, accordingly, ARE may be deemed to share voting and dispositive power with AVI and AE7 with respect to the shares reported herein. The address for the entities is 26 North Euclid Avenue, Pasadena, California 91101.
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(5)
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Based solely on a Schedule 13G filed with the SEC on February 16, 2021. Redmile Group, LLC’s beneficial ownership of common stock is comprised of (i) 611,003 shares of common stock, and (ii) 62,546 shares of common stock issuable upon exercise of certain warrants to purchase common stock, which are owned by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, and which may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. The address of Redmile Group, LLC is One Letterman Drive, Building D, Suite D3-300, San Francisco, California 94129.
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(6)
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Based solely on a Schedule 13G filed with the SEC on January 4, 2021. The shares are owned directly by Merck Sharp & Dohme Corp. (“MSD”), which is a wholly owned subsidiary of Merck & Co., Inc. (“Merck”). Merck is an indirect beneficial owner of the reported securities. The address of MSD is One Merck Drive, Whitehouse Station, New Jersey 08889. The address for Merck is 2000 Galloping Hill Road, Kenilworth, NJ 07033.
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(7)
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Consists of 259,207 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(8)
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Includes 55,873 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(9)
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Includes 68,768 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021. Ms. Chhabra’s employment with us terminated on December 22, 2020.
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(10)
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Consists of 18,363 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021. Ms. Wilson’s employment with us terminated on August 27, 2020.
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(11)
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Includes 19,230 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021. Dr. Zecevic’s employment with us terminated on December 22, 2020.
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(12)
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Consists of 17,766 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(13)
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Includes 5,271 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(14)
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Consists of 2,400 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(15)
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Includes 2,400 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(16)
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Includes 13,070 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(17)
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Includes 5,271 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(18)
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Consists of 17,766 shares of common stock issuable upon exercise of options exercisable within 60 days of April 9, 2021.
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(19)
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Includes 537,286 shares of common stock issuable upon exercise of options and warrants exercisable within 60 days of April 9, 2021.
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Name
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Age
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Position(s)
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N. Anthony Coles, M.D.
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60
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Executive Chair of the Board of Directors
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Richard Peters, M.D., Ph.D
|
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58
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President, Chief Executive Officer and Director
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Paulash Mohsen
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47
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Chief Business Officer
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Brigitte Robertson, M.D.
|
| |
58
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Chief Medical Officer
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Ajay Verma, M.D., Ph.D.
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| |
59
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Executive Vice President, Head of Research & Development
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•
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the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and
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•
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any of our directors, director nominees, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
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Investor
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Shares of
Common Stock
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Total Purchase
Price
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Entities affiliated with Fidelity(1)
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434,780
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$9,999,940.00
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Franklin Berger(2)
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65,217
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$1,500,000.00
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(1)
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Consists of (i) 19,530 shares held by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund, (ii) 106,446 units held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, (iii) 115,573 shares held by Fidelity Growth Company Commingled Pool, (iv) 19,318 units held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund, (v) 173,913 shares held by Fidelity Select Portfolios: Biotechnology Portfolio.
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(2)
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Franklin Berger is a former member of the board directors of Proteostasis.
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Investor
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Class C
Preferred
Units
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Total
Class C
Purchase
Price
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Alexandria Equities No. 7, LLC(1)
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691,990
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$2,768,513.60
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Entities affiliated with Fidelity(2)
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1,099,780
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$4,399,999.83
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Entities affiliated with Redmile Group, LLC(3)
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499,900
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$1,999,999.92
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Merck Sharp & Dohme Corp.
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2,499,500
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$9,999,999.60
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N. Anthony Coles, M.D.(4)
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249,950
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$999,999.96
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(1)
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Lynne Zydowsky, Ph.D. was a member of Holdings’ board of directors and is the chief science officer of Alexandria Real Estate Equities, Inc., an affiliate of Alexandria Equities No. 7, LLC.
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(2)
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Consisted of (i) 117,944 units held by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund, (ii) 478,304 units held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, (iii) 440,788 units held by Fidelity Growth Company Commingled Pool and (iv) 62,744 units held by Fidelity Mt. Vernon Street Trust : Fidelity Growth Company K6 Fund.
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(3)
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Consisted of (i) 124,975 units held by RAF, L.P. and (ii) 374,925 units held by Redmile Biopharma Investments I, L.P.
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(4)
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Represented 249,950 units held by the Coles 2016 Irrevocable Trust. N. Anthony Coles, M.D. was a 5% holder of Holdings and a member of Holdings’ board of directors.
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•
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appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
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•
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pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
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•
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reviewing and approving the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
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•
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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
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•
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coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
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•
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establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
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•
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recommending based upon its review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our annual report on Form 10-K;
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•
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monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
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•
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preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;
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•
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discussing all matters required to be discussed pursuant to applicable accounting rules with our independent registered public accounting firm;
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•
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reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and
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•
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reviewing quarterly earnings releases and scripts.
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•
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annually reviewing and approving the corporate goals and objectives relevant to the future compensation of our Chief Executive Officer;
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•
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evaluating the Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the compensation of our Chief Executive Officer in light of such evaluation;
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•
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reviewing and approving the compensation of all other executive officers;
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•
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appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other adviser retained by the Compensation Committee;
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•
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conducting an independence assessment with respect to any compensation consultant, legal counsel or other adviser retained by the Compensation Committee;
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•
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reviewing and approving the compensation of our directors;
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•
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reviewing and approving grants and awards under incentive-based compensation and equity-based plans, consistent with the terms of such plans; and
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•
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reviewing and discussing with management the compensation disclosure to be included in our annual proxy statement or annual report on Form 10-K.
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•
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developing and recommending to the Board of Directors criteria for Board of Directors and committee membership;
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•
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establishing procedures for identifying and evaluating Board of Directors candidates, including nominees recommended by stockholders;
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•
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reviewing the size and composition of the Board of Directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;
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•
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identifying individuals qualified to become members of the Board of Directors;
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•
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recommending to the board of directors the persons to be nominated for election as directors and to each of the Board of Directors’ committees;
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•
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developing and recommending to the Board of Directors a set of corporate governance guidelines;
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•
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reviewing and discussing with the Board of Directors corporate succession plans for the chief executive officer and other key officers; and
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•
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overseeing the evaluation of the Board of Directors and management.
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THE AUDIT COMMITTEE
|
|
| |
|
|
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Patricia L. Allen (Chair)
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|
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Kim C. Drapkin, CPA
|
|
| |
David Arkowitz
|
•
|
Richard Peters, M.D., Ph.D., our Chief Executive Officer;
|
•
|
N. Anthony Coles, M.D., our Executive Chair;
|
•
|
Paulash Mohsen, our Chief Business Officer;
|
•
|
Meenu Chhabra, the former Chief Executive Officer of Proteostasis;
|
•
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Marija Zecevic, the former Chief Commercial Officer of Proteostasis; and
|
•
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Sheila Wilson, the former Chief Operating Officer of Proteostasis.
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Name and Principal Position(1)
|
| |
Year
|
| |
Salary ($)
|
| |
Stock
Awards(2)
|
| |
Option
Awards
($)(3)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(4)
|
| |
All Other
Compensation
($)
|
| |
Total ($)
|
N. Anthony Coles
Executive Chair of the Board of Directors
|
| |
2020
|
| |
390,000
|
| |
—
|
| |
42,046(5)
|
| |
312,000
|
| |
—
|
| |
744,046
|
|
2019
|
| |
469,211
|
| |
—
|
| |
291,375
|
| |
170,703
|
| |
—
|
| |
931,289
|
||
Richard Peters, M.D., Ph.D.(6)
Chief Executive Officer
|
| |
2020
|
| |
600,000
|
| |
—
|
| |
238,739(5)
|
| |
480,000
|
| |
1,956(7)
|
| |
1,320,695
|
|
2019
|
| |
195,769
|
| |
—
|
| |
3,536,984
|
| |
83,312
|
| |
1,965
|
| |
3,818,022
|
||
Paulash Mohsen
Chief Business Officer
|
| |
2020
|
| |
374,764
|
| |
—
|
| |
151,724(5)
|
| |
205,000
|
| |
1,733(7)
|
| |
733,221
|
|
2019
|
| |
357,108
|
| |
—
|
| |
—
|
| |
94,277
|
| |
4,915
|
| |
456,300
|
||
Meenu Chhabra
Former Chief Executive Officer
|
| |
2020
|
| |
560,043
|
| |
267,288
|
| |
1,583,177(8)
|
| |
—
|
| |
857,902(9)
|
| |
3,268,410
|
|
2019
|
| |
539,600
|
| |
—
|
| |
1,135,941
|
| |
296,780
|
| |
8,400
|
| |
1,980,721
|
||
Marija Zecevic
Former Chief Commercial Officer
|
| |
2020
|
| |
377,790
|
| |
145,898
|
| |
505,811(8)
|
| |
—
|
| |
390,565(10)
|
| |
1,420,065
|
|
2019
|
| |
364,000
|
| |
—
|
| |
424,847
|
| |
160,160
|
| |
6,300
|
| |
955,307
|
||
Sheila Wilson
Former Chief Operating Officer
|
| |
2020
|
| |
237,172
|
| |
—
|
| |
158,747(8)
|
| |
—
|
| |
388,224(11)
|
| |
784,144
|
|
2019
|
| |
358,100
|
| |
—
|
| |
424,887
|
| |
157,564
|
| |
6,300
|
| |
946,851
|
(1)
|
Upon the completion of the merger of Proteostasis and Yumanity, Inc. in December 2020, Ms. Chhabra, Dr. Zecevic and Ms. Wilson resigned from their respective positions at Proteostasis.
|
(2)
|
The amounts reported represent the aggregate grant date fair value of restricted stock units granted to the named executive officers during fiscal year 2020, calculated in accordance with Financial Accounting Standards Board, or FASB Accounting Standards Codification, or ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 12 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 10, 2020. The amounts reported in this column reflect the accounting cost for the restricted stock units and does not correspond to the actual economic value that may be received upon settlement of the restricted stock units or any sale of any of the underlying shares of common stock.
|
(3)
|
The amounts reported represent the aggregate grant date fair value of the stock options awarded to the named executive officers during fiscal year 2020 and 2019, calculated in accordance with Financial Accounting Standards Board, or FASB Accounting Standards Codification, or
|
(4)
|
The amounts in this column represent the amount of compensation earned by the named executive officers under the applicable annual performance-based bonus program during each fiscal year.
|
(5)
|
Amounts are inclusive of the incremental fair value of certain options repriced in 2020.
|
(6)
|
Dr. Peters commenced employment with Yumanity in September 2019. Dr. Peters’ base salary and annual bonus for the 2019 calendar year have each been prorated to reflect his start date and partial year of service.
|
(7)
|
Amount represents reimbursement of parking costs and the gross-up of taxes paid on such reimbursement amounts.
|
(8)
|
Amounts are inclusive of the incremental fair value associated with the extension of the post-termination exercise period. See “— Narrative Disclosure to Summary Compensation Table — Separation Agreements” below for a description of the option extension.
|
(9)
|
Amount represents (i) $849,870 in severance and (ii) $8,032 in employer 401(k) matching contributions. See “— Narrative Disclosure to Summary Compensation Table — Separation Agreements” below for a description of the severance terms.
|
(10)
|
Amount represents (i) $382,200 in severance and (ii) $8,365 in employer 401(k) matching contributions. See “— Narrative Disclosure to Summary Compensation Table — Separation Agreements” below for a description of the severance terms.
|
(11)
|
Amount represents (i) $381,787 in severance and (ii) $6,437 in employer 401(k) matching contributions. See “— Narrative Disclosure to Summary Compensation Table — Separation Agreements” below for a description of the severance terms.
|
Name
|
| |
Target Bonus
(% of Base
Salary)
|
| |
Corporate
Goal
Weighting (%)
|
| |
Individual
Goal
Weighting (%)
|
N. Anthony Coles, M.D.
|
| |
50
|
| |
100
|
| |
—
|
Richard Peters, M.D.
|
| |
50
|
| |
100
|
| |
—
|
Paulash Mohsen
|
| |
35
|
| |
80
|
| |
20
|
|
| |
Option Awards
|
||||||||||||
Name
|
| |
Vesting
Commencement
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
| |
Option
Exercise
Price ($)
|
| |
Option
Expiration
Date
|
N. Anthony Coles
|
| |
12/4/2018
|
| |
72,496(1)
|
| |
0
|
| |
8.16
|
| |
12/8/2028
|
|
| |
12/4/2018
|
| |
12,082(1)
|
| |
0
|
| |
8.16
|
| |
9/9/2029
|
Richard Peters
|
| |
9/9/2019
|
| |
235,238(1)
|
| |
0
|
| |
8.16
|
| |
9/8/20/29
|
Paulash Mohsen
|
| |
12/4/2018
|
| |
42,168(1)
|
| |
0
|
| |
8.16
|
| |
12/8/2028
|
|
| |
2/18/2020
|
| |
10,542(1)
|
| |
0
|
| |
8.16
|
| |
2/17/2030
|
Meenu Chhabra(2)
|
| |
6/6/2014
|
| |
5,968
|
| |
0
|
| |
67.20
|
| |
6/22/2022
|
|
| |
6/6/2014
|
| |
12,035
|
| |
0
|
| |
67.20
|
| |
6/22/2022
|
|
| |
3/1/2018
|
| |
11,288
|
| |
0
|
| |
62.20
|
| |
6/22/2022
|
|
| |
3/1/2018
|
| |
752
|
| |
0
|
| |
62.20
|
| |
6/22/2022
|
|
| |
3/1/2019
|
| |
16,618
|
| |
0
|
| |
86.00
|
| |
6/22/2022
|
|
| |
3/1/2019
|
| |
1,767
|
| |
0
|
| |
86.00
|
| |
6/22/2022
|
|
| |
3/2/2020
|
| |
19,032
|
| |
0
|
| |
31.40
|
| |
6/22/2022
|
|
| |
3/2/2020
|
| |
1,308
|
| |
0
|
| |
31.40
|
| |
6/22/2022
|
Marija Zecevic(2)
|
| |
11/1/2016
|
| |
159
|
| |
0
|
| |
139.60
|
| |
6/22/2022
|
|
| |
11/1/2016
|
| |
2,641
|
| |
0
|
| |
139.60
|
| |
6/22/2022
|
|
| |
3/1/2018
|
| |
2,493
|
| |
0
|
| |
62.20
|
| |
6/22/2022
|
|
| |
3/1/2018
|
| |
1,132
|
| |
0
|
| |
62.20
|
| |
6/22/2022
|
|
| |
3/1/2019
|
| |
5,269
|
| |
0
|
| |
86.00
|
| |
6/22/2022
|
|
| |
3/1/2019
|
| |
1,606
|
| |
0
|
| |
86.00
|
| |
6/22/2022
|
|
| |
3/2/2020
|
| |
4,077
|
| |
0
|
| |
31.40
|
| |
6/22/2022
|
|
| |
3/2/2020
|
| |
1,853
|
| |
0
|
| |
31.40
|
| |
6/22/2022
|
Sheila Wilson(2)
|
| |
11/1/2016
|
| |
100
|
| |
0
|
| |
139.60
|
| |
6/22/2022
|
|
| |
11/1/2016
|
| |
2,712
|
| |
0
|
| |
139.60
|
| |
6/22/2022
|
|
| |
3/1/2018
|
| |
750
|
| |
0
|
| |
62.20
|
| |
6/22/2022
|
|
| |
3/1/2019
|
| |
2,578
|
| |
0
|
| |
86.00
|
| |
6/22/2022
|
|
| |
12/3/2020
|
| |
7,290
|
| |
0
|
| |
31.40
|
| |
6/22/2022
|
|
| |
12/3/2020
|
| |
450
|
| |
0
|
| |
62.20
|
| |
6/22/2022
|
|
| |
12/3/2020
|
| |
4,296
|
| |
0
|
| |
86.00
|
| |
6/22/2022
|
|
| |
12/3/2020
|
| |
187
|
| |
0
|
| |
139.60
|
| |
6/22/2022
|
(1)
|
Each option award was fully exercisable upon grant, and vests with respect to 25% of the shares upon the first anniversary of the vesting commencement date, with the remaining shares vesting in 36 equal monthly installments thereafter, in each case subject to the executive’s continuing service relationship. Except for Dr. Peters’ option granted September 9, 2019, the vesting of 100% of shares will be accelerated upon a capital transaction.
|
(2)
|
In connection with the merger with Proteostasis in December 2020, all stock options accelerated in full. In addition, each executive entered into an agreement pursuant to which the exercise period for vested stock options was extended until the earlier of (i) 18 months following the closing of the merger between Proteostasis and Yumanity, Inc. and (ii) the original expiration date of such options.
|
Name
|
| |
Fees Earned or
Paid in Cash ($)(1)
|
| |
Option Awards
($)(2)(3)
|
| |
All Other
Compensation
($)
|
| |
Total ($)
|
Patricia Allen
|
| |
45,134
|
| |
63,578
|
| |
—
|
| |
108,713
|
Richard A. Heyman
|
| |
30,403
|
| |
63,578
|
| |
—
|
| |
93,982
|
Cecil B. Pickett
|
| |
30,470
|
| |
63,578
|
| |
—
|
| |
94,049
|
Lynne Zydowsky
|
| |
30,228
|
| |
63,578
|
| |
—
|
| |
93,807
|
Jeffery W. Kelly
|
| |
77,461
|
| |
79,794
|
| |
43,889(4)
|
| |
201,144
|
David Arkowitz
|
| |
50,027
|
| |
16,215
|
| |
—
|
| |
66,242
|
Kim C. Drapkin
|
| |
53,483
|
| |
16,215
|
| |
—
|
| |
69,698
|
Franklin M. Berger
|
| |
63,427
|
| |
16,215
|
| |
—
|
| |
79,643
|
Badrul A. Chowdhury
|
| |
34,153
|
| |
16,215
|
| |
—
|
| |
50,369
|
Emmanuel Dulac
|
| |
41,472
|
| |
16,215
|
| |
—
|
| |
57,687
|
(1)
|
Amounts represent cash compensation for services rendered as a director during 2020.
|
(2)
|
The amounts reported represent the aggregate grant date fair value of stock options granted to the non-employee directors during fiscal year 2020, calculated in accordance with Financial Accounting Standards Board, or FASB Accounting Standards Codification, or ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 12 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 10, 2020. The amounts reported in this column reflect the accounting cost for the stock options and does not correspond to the actual economic value that may be received upon settlement of the restricted stock units or any sale of any of the underlying shares of common stock.
|
(3)
|
The following table shows the number of outstanding stock options held by our directors as of December 31, 2020:
|
Name
|
| |
Number of Shares Underlying
Outstanding Options
|
Patricia Allen
|
| |
17,766
|
Richard A. Heyman
|
| |
5,271
|
Cecil B. Pickett
|
| |
5,271
|
Lynne Zydowsky
|
| |
17,766
|
Jeffery W. Kelly
|
| |
13,835
|
David Arkowitz
|
| |
2,400
|
Kim C. Drapkin
|
| |
7,871
|
Franklin M. Berger
|
| |
2,400
|
Badrul A. Chowdhury
|
| |
2,400
|
Emmanuel Dulac
|
| |
2,400
|
(4)
|
Amount represents compensation paid to Dr. Kelley for his service on our scientific advisory board.
|
|
| |
Member
Annual Fee
|
Board of Directors
|
| |
$35,000
|
Audit Committee Chair
|
| |
15,000
|
Audit Committee Member
|
| |
7,500
|
Compensation Committee Chair
|
| |
10,000
|
Compensation Committee Member
|
| |
5,000
|
Nominating and Corporate Governance Committee Chair
|
| |
7,500
|
Nominating and Corporate Governance Committee Member
|
| |
3,500
|
Name
|
| |
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)(#)
|
| |
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b)($)
|
| |
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column
(a))(c)(#)
|
Plan Category
|
| |
|
| |
|
| |
|
Equity compensation plans approved by security holders(1)
|
| |
194,550
|
| |
$68.48
|
| |
76,225(3)
|
Equity compensation plans not approved by security holders(2)
|
| |
750,411
|
| |
$8.31
|
| |
776,799
|
Total
|
| |
|
| |
|
| |
|
(1)
|
Includes the Proteostasis Therapeutics, Inc. 2008 Equity Incentive Plan, the Proteostasis Therapeutics, Inc. 2016 Stock Option and Incentive Plan (the “2016 Plan”) and the Proteostasis Therapeutics, Inc. 2016 Employee Stock Purchase Plan (the “ESPP”).
|
(2)
|
Includes the Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan (the “2018 Plan”). A description of the 2018 Plan is contained in Note 12 of the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 10, 2021.
|
(3)
|
As of December 31, 2020, a total of 322,605 shares of our common stock have been reserved for issuance pursuant to the 2016 Plan, which number excludes the 303,495 shares that were added to the 2016 Plan as a result of the automatic annual increase of 3% on January 1, 2021. As of December 31, 2020, a total of 34,689 shares of our common stock have been reserved for issuance pursuant to the ESPP, which number excludes the 6,937 shares that were added to the 2016 Plan as a result of the automatic annual increase of 1% on January 1, 2021.
|