Filed by the Registrant ☒
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Filed by a party other than the Registrant ☐
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Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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Infinity Pharmaceuticals, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1100 Massachusetts Avenue
Floor 4
Cambridge, MA 02138
Tel: (617) 453-1000
Fax: (617) 453-1001
www.infi.com
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April 26, 2021
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Yours sincerely,
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Adelene Q. Perkins
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Chair of the Board and Chief Executive Officer
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1.
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the election of six directors to serve for a one-year term expiring at the 2022 annual meeting of stockholders;
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2.
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an advisory vote on the approval of the compensation of our named executive officers;
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3.
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the amendment of our 2013 Employee Stock Purchase Plan to reserve an additional 550,000 shares for future issuance thereunder;
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4.
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the 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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5.
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the transaction of such other business as may properly come before the meeting or any adjournment thereof.
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By Order of the Board of Directors,
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Seth A. Tasker
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Senior Vice President, Chief Business Officer, and Secretary
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Q.
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What is the purpose of the virtual Annual Meeting?
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A.
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At the virtual Annual Meeting, stockholders will consider and vote on the following matters:
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1.
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the election of six directors to serve for a one-year term expiring at the 2022 annual meeting of stockholders;
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2.
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an advisory vote on the approval of the compensation of our named executive officers;
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3.
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approval of the amendment of our 2013 Employee Stock Purchase Plan to reserve an additional 550,000 shares for future issuance thereunder;
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4.
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the 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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5.
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the transaction of such other business as may properly come before the Annual Meeting or any adjournment thereof.
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Q.
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Who can vote?
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A.
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To be able to vote, you must have been a stockholder of record at the close of business on April 19, 2021. This date is the record date for the virtual Annual Meeting.
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Stockholders of record at the close of business on April 19, 2021 are entitled to vote on each proposal at the virtual Annual Meeting. The number of outstanding shares entitled to vote on each proposal at the meeting is 88,647,241 shares of our common stock. The list of our stockholders of record will be available, via link, during the Annual Meeting. In addition, we will make available a list of stockholders of record as of the record date for inspection by stockholders for any purpose germane to the Annual Meeting during the ten days preceding the Annual Meeting. To access the stockholder list during this time, please send your request, and proof of ownership, by email to irpr_info@infi.com.
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Q.
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How do I virtually attend, vote at, and ask questions during the Annual Meeting?
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A.
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To participate in the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/INFI2021 and enter the 16-digit control number found on your notice, proxy card or voting instruction form that accompanied your proxy materials. You may log into the meeting platform beginning at 8:15 a.m. Eastern Time (“ET”) on June 10, 2021. The meeting will begin promptly at 8:30 a.m. ET on June 10, 2021. Once you have logged into the Annual Meeting, you may vote in accordance with the instructions provided. You may also enter questions into the “Submit a Question” field and click “Submit.” Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters are not pertinent to meeting matters and therefore will not be answered.
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If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call the technical assistance number available on www.virtualshareholdermeeting.com/INFI2021. Technical support will be available starting at 8:15 a.m. ET the day of the meeting and will remain available until the conclusion of the Annual Meeting.
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Q.
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How many votes do I have?
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A.
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Each share of our common stock that you owned on the record date entitles you to one vote on each of the six director-nominees and one vote on each other matter voted on at the Annual Meeting.
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Q.
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Is my vote important?
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A.
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Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you and cast your vote as soon as possible.
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Q.
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How do I vote?
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A.
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If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank or brokerage firm, you may vote in one of four ways:
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1.
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You may vote over the Internet. If you have Internet access, you may vote your shares at www.proxyvote.com by following the instructions on that site or on the “Vote by Internet” instructions on the enclosed proxy card.
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2.
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You may vote by telephone. You may vote your shares by calling 1-800-690-6903 and following the instructions provided or following the “Vote by Phone” instructions on the enclosed proxy card.
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3.
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You may vote by mail. You may vote by completing and signing the proxy card enclosed with this proxy statement and promptly mailing it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it from the United States. The shares you own will be voted according to your completed proxy card. If you return the proxy card, but do not give any instructions on a particular matter described in this proxy statement, the shares you own will be voted in accordance with the recommendations of our board of directors.
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4.
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You may vote online during the virtual Annual Meeting. If you virtually attend the Annual Meeting, you may vote electronically over the Internet in accordance with the instructions provided to you at the Annual Meeting. For more information, see the question “How do I virtually attend, vote at, and ask questions during the Annual Meeting?”
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Our board of directors recommends that you vote “FOR” each of the nominees for director and “FOR” Proposals 2, 3, and 4.
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Q.
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Can I change my vote after I have mailed my proxy card or after I have voted my shares over the Internet or by telephone?
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A.
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Yes. You can change your vote and revoke your proxy at any time before the polls close at the virtual meeting. To do so you must do one of the following:
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Sign another proxy card with a later date;
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Give our corporate secretary written notice before or at the virtual meeting that you want to revoke your proxy; or
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Vote online during the virtual meeting.
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Your virtual attendance at the virtual Annual Meeting alone will not change your vote or revoke your proxy.
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Q.
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Can I vote if my shares are held by a bank or brokerage firm in “street name”?
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A.
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If the shares you own are held in the name of a bank or brokerage firm, also known as “street name,” that bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares held in “street name,” you will need to follow the directions your bank or brokerage firm provides you. Many brokers also offer the option of voting over the Internet or by telephone, instructions for which would be provided by your bank or brokerage firm on your vote instruction form.
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If you do not give instructions to your bank or brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal 4) is such a “discretionary” item. However, your bank or brokerage firm will not be allowed to vote your shares with respect to certain “non-discretionary” items. The election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 2), and the amendment to our 2013 Employee Stock Purchase Plan (Proposal 3) are such “non-discretionary” items. If you do not instruct your bank or brokerage firm how to vote with respect to these “non-discretionary” items, your bank or brokerage firm will not vote with respect to those proposals and those votes will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in street name by a bank or brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.
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If your shares are held in street name, and you wish to virtually attend and vote at the Annual Meeting, you must navigate to www.virtualshareholdermeeting.com/INFI2021 and log in to the virtual meeting platform by entering the 16-digit control number found on your notice, proxy card or voting instruction form that accompanied your proxy materials. If you do not have your 16-digit control number, you must obtain one from your broker. For more information, see the question “How do I virtually attend, vote at, and ask questions during the Annual Meeting?”
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Q.
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How do I vote my 401(k) shares?
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A.
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If you participate in the Infinity Pharmaceuticals Stock Fund through the Company’s 401(k) Plan and Trust, or 401(k) Plan, your proxy will also serve as a voting instruction for Principal Trust Company, or Principal, which serves as trustee of the 401(k) Plan, with respect to shares of our common stock held in your 401(k) Plan account, or 401(k) Plan shares, as of the record date. You should sign the proxy card and return it in the enclosed envelope to Broadridge Financial Solutions, Inc., or you may submit your proxy over the Internet or by telephone by following the instructions on the enclosed proxy card. Broadridge will notify Principal of the manner in which you have directed your 401(k) Plan shares to be voted. Principal will vote your 401(k) Plan shares as of the record date in the manner that you direct. If Broadridge does not receive your voting instructions from you by 11:59 p.m. Eastern Time on June 7, 2021, Principal will vote your 401(k) plan shares in the same proportion as those 401(k) shares for which Principal has received proper direction for such matter.
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Q.
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What constitutes a quorum?
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A.
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In order for business to be conducted at the meeting, a quorum must be present online during the Annual Meeting or represented by valid proxies. For each of the proposals to be presented at the meeting, a quorum consists of the holders of a majority of the shares of common stock issued and outstanding on April 19, 2021, the record date, or at least 44,323,621 shares.
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Shares of common stock represented online during the Annual Meeting or by proxy (including broker non-votes and shares that abstain or do not vote with respect to a particular proposal to be voted upon) will be counted for the purpose of determining whether a quorum exists at the meeting for that proposal.
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If a quorum is not present, the meeting will be adjourned until a quorum is obtained.
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Q.
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What vote is required for each item, and how will votes be counted?
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A.
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Each share of common stock will be counted as one vote according to the instructions contained on a proper proxy card, whether submitted by mail, over the Internet or by telephone, or on a ballot voted in person (virtually) at the Annual Meeting.
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Proposal 1: Election of directors. Under our bylaws, a nominee will be elected to our board of directors if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election. If the shares you own are held in street name by a bank or brokerage firm, that bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. If you do not instruct your bank or brokerage firm how to vote with respect to this proposal, your bank or brokerage firm will not vote with respect to this proposal. Abstentions and broker non-votes do not count as votes “for” or “against” and therefore have no effect on the outcome of the voting. If an uncontested incumbent director nominee does not receive a majority of votes “for” his or her election, under Delaware law the director would continue to serve on the board of directors as a “holdover director.” However, under the director election provision of our bylaws, any incumbent director who is a holdover director whose successor has not been elected by stockholders would be required to offer to resign from our board of directors. Our board of directors, acting through the Nominating and Corporate Governance Committee, will then decide whether to accept or reject the resignation, or whether other action should be taken. We will publicly disclose our board of directors’ decision and its reasoning with regard to the tendered resignation.
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Proposal 2: Advisory Vote on the Compensation of our Named Executive Officers. The approval of the advisory vote on the compensation of our named executive officers requires the affirmative vote of the holders of a majority in voting power of shares present at the Annual Meeting, in person (virtually) or by proxy, and entitled to vote on the proposal. If the shares you own are held in street name by a bank or brokerage firm, that bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. If you do not instruct your bank or brokerage firm how to vote with respect to this proposal, your bank or brokerage firm will not vote your shares with respect to this proposal. These broker non-votes will have no effect on the outcome of the voting. If you vote to “abstain” on this proposal, your shares will not be voted “for” or “against” the proposal, which has the same effect as a vote against the proposal.
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Proposal 3: Approval of Amendment to our 2013 Employee Stock Purchase Plan. The affirmative vote of the holders of a majority in voting power of shares present at the Annual Meeting, in person (virtually) or by proxy, and entitled to vote on the proposal, is needed to approve the amendment to the 2013 Employee Stock Purchase Plan to reserve 550,000 additional shares of our common stock for future issuance under the plan. If the shares you own are held in street name by a bank or brokerage firm, that bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. If you do not instruct your bank or brokerage firm how to vote with respect to this proposal, your bank or brokerage firm will not vote your shares with respect to this proposal. These broker non-votes will have no effect on the outcome of the voting. If you vote to “abstain” on this item, your shares will not be voted “for” or “against” the proposal, which has the same effect as a vote against the proposal.
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Proposal 4: Ratification of the appointment of our independent registered public accounting firm. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 requires the affirmative vote of the holders of a majority in voting power of shares present at the virtual Annual Meeting, in person (virtually) or by proxy, and entitled to vote on the proposal. If the shares you own are held in street name by a bank or brokerage firm, that bank or brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. If you do not provide instructions, the bank or brokerage firm may vote your shares or leave them unvoted resulting in a broker non-vote. These broker non-votes will have no effect on the outcome of the voting. If you vote to “abstain” from voting, your shares will not be voted “for” or “against” the proposal, which has the same effect as a vote against the proposal.
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Q.
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Who will count the votes?
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A.
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The votes will be counted, tabulated and certified by Broadridge Financial Solutions, Inc.
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Q.
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Will my vote be kept confidential?
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A.
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Yes, your vote will be kept confidential and we will not disclose your vote, unless (1) we are required to do so by law (including in connection with the pursuit or defense of a legal or administrative action or proceeding), or (2) there is a contested election for the board of directors. The inspector of election will forward any written comments that you make on the proxy card to management without providing your name, unless you expressly request disclosure on your proxy card.
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Q.
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How does the board of directors recommend that I vote on the proposals?
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A.
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Our board of directors recommends that you vote:
FOR the election of each of the six nominees to serve on our board of directors, each for a one-year term;
FOR the approval of the advisory vote on the compensation of our named executive officers;
FOR the approval of the amendment to our 2013 Employee Stock Purchase Plan to reserve an additional 550,000 shares of our common stock for future issuance under that plan; and
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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Q.
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Will any other matters be voted on at this meeting?
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A.
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We do not know of any other matters that may come before the Annual Meeting. If any other matters are properly presented at the meeting, the persons named on the accompanying proxy card intend to vote, or otherwise act, in accordance with their judgment on those matters. Our bylaws establish the process for a stockholder to bring a matter before a meeting. See the question “How and when may I submit a stockholder proposal, including a stockholder nomination for director, for the 2022 annual meeting?” below.
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Q.
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Where can I find the voting results?
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A.
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We expect to report the voting results in a Form 8-K filed with the U.S. Securities and Exchange Commission, or SEC, within four business days of the date of our Annual Meeting.
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Q.
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How and when may I submit a stockholder proposal, including a stockholder nomination for director, for the 2022 annual meeting?
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A.
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In accordance with the rules of the SEC, if you are interested in submitting a proposal to be included in the proxy statement for our 2022 annual meeting of stockholders, we must receive your proposal, addressed to Seth A. Tasker, Senior Vice President, Chief Business Officer and Secretary, Infinity Pharmaceuticals, Inc., 1100 Massachusetts Avenue, Floor 4, Cambridge, Massachusetts 02138, no later than December 27, 2021.
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In addition, our bylaws require that we be given advance written notice for nominations for election to our board of directors and other matters that stockholders wish to present for action at an annual meeting other than those to be included in our proxy statement. We must receive such proposals not later than the close of business on March 12, 2022, nor earlier than the close of business on February 10, 2022. If the date of our 2022 annual meeting of stockholders is before May 11, 2022 or after August 19, 2022, we must receive such proposals not earlier than the close of business on the 120th day prior to the 2022 annual meeting of stockholders nor later than the 10th day following the date of the first public announcement of such meeting. To submit a proposal, a stockholder must send a notice containing the supporting information set forth in our bylaws to Mr. Tasker at the address provided above.
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Q.
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Who will bear the costs of soliciting these proxies?
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A.
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We will bear the costs of solicitation of proxies. In addition to these proxy materials, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and personal contact, without additional compensation. We will request brokers, custodians and fiduciaries to forward proxy soliciting material to the owners of shares of our common stock that they hold in their names. We will reimburse brokers, custodians and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with the distribution of our proxy materials.
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Q.
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How can I obtain an Annual Report on Form 10-K?
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A.
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Our annual report on Form 10-K for the fiscal year ended December 31, 2020 is available on our website at www.infi.com, as well as on the SEC's online EDGAR Database. If you would like a copy of our annual report on Form 10-K, including the financial statements, or any of its exhibits, we will send you one without charge. Please contact Jayne Kauffman, Senior Executive Coordinator, at 1100 Massachusetts Avenue, Floor 4, Cambridge, Massachusetts 02138; telephone: (617) 453-1198; e-mail: irpr_info@infi.com.
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Q.
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Whom should I contact if I have any questions?
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A.
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If you have any questions about the virtual Annual Meeting or your ownership of our common stock, please contact our investor relations department at 1100 Massachusetts Avenue, Floor 4, Cambridge, Massachusetts 02138; telephone: (617) 453-1198; e-mail: irpr_info@infi.com.
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•
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stockholders we know to beneficially own more than 5% of our outstanding common stock;
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•
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each of our current directors and nominees for director named in this proxy statement;
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each of our executive officers named in the Summary Compensation Table included in this proxy statement; and
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all of our current directors and executive officers as a group.
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Name and Address of Beneficial Owner(1)
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Number of
Shares of
Common Stock
Owned
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+
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Common Stock
Underlying
Options, Warrants
and Other
Rights Acquirable
Within 60 Days(2)
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=
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Total
Beneficial
Ownership
(#)
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Percentage
of Common
Stock
Beneficially
Owned (%)(3)
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5% Stockholders
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Biotechnology Value Fund, L.P.(4)
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8,383,645
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—
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8,383,645
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9.46%
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Directors
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Adelene Q. Perkins(5)
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833,801
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3,114,445
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3,948,246
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4.30%
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Samuel Agresta, M.D., M.P.H.
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10,593
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166,683
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177,276
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*
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David Beier, J.D.
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5,714
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100,000
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105,714
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*
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Anthony B. Evnin, Ph.D.
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165,964
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208,500
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374,464
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*
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Richard Gaynor
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—
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37,500
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37,500
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*
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Norman C. Selby
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10,000
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303,000
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313,000
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*
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Other Named Executive Officers
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Lawrence E. Bloch, M.D., J.D.(6)
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772,223
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| |
|
| |
1,762,995
|
| |
|
| |
2,535,218
|
| |
2.80%
|
Seth A. Tasker, J.D.
|
| |
118,099
|
| |
|
| |
779,060
|
| |
|
| |
897,159
|
| |
1.00%
|
All directors and executive officers as a group (8 persons)
|
| |
1,916,394
|
| |
|
| |
6,472,183
|
| |
|
| |
8,388,577
|
| |
8.82%
|
*
|
Represents holdings of less than 1%.
|
(1)
|
Unless otherwise indicated, the address for each person is to the care of Infinity Pharmaceuticals, Inc., 1100 Massachusetts Avenue, Floor 4, Cambridge, Massachusetts 02138.
|
(2)
|
The number of shares of our common stock owned by each person is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire on or before May 31, 2021, through the exercise of any stock option, warrant or other right.
|
(3)
|
Percentage of beneficial ownership is based on 88,647,241 shares of our common stock outstanding as of April 1, 2021. In addition, shares of common stock subject to options or other rights currently exercisable, or exercisable on or before May 31, 2021, are deemed outstanding and beneficially owned for the purpose of computing the percentage beneficially owned by (i) the individual holding such options, warrants or other rights (but not any other individual) and (ii) the directors and executive officers as a group.
|
(4)
|
BVF Partners L.P. (“Partners”), BVF Inc., and Mark N. Lampert, as director and officer of BVF Inc., claim beneficial ownership, shared voting and shared dispositive power of 8,383,645 shares, of which: Biotechnology Value Fund, L.P. (“BVF”), claims beneficial ownership, shared voting and shared dispositive power of 4,448,421 shares, and BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own the 4,448,421 shares beneficially owned by BVF; Biotechnology Value Fund II, L.P. (“BVF2”), claims beneficial ownership, shared voting and shared dispositive power of 3,279,831 shares, and BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the 3,279,831 shares beneficially owned by BVF2; Biotechnology Value Trading Fund OS LP (“Trading Fund OS”) and BVF Partners OS Ltd.(“Partners OS”) each claim beneficial ownership, shared voting and shared dispositive power of 534,847 shares; BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 7,728,252 shares beneficially owned in the aggregate by BVF and BVF2. Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 8,383,645 shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and a certain Partners managed account (the “Partners Managed Account”), including 120,546 shares held in the Partners Managed Account. The address of the principal business office of Partners, BVF Inc., Mr. Lampert, BVF, BVF GP, BVF2, BVF2 GP, and BVF GPH is 44 Montgomery St., 40th Floor, San Francisco, California 94104. The address of the principal business office of Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands. For information regarding Partners, BVF Inc., Mr. Lampert, BVF, BVF2, Trading Fund OS, and Partners OS, and Partners Managed Account, we have relied on the Schedule 13G filed jointly by Partners, BVF Inc., Mr. Lampert, BVF, BVF2, Trading Fund OS, and Partners OS on February 19, 2021.
|
(5)
|
Includes approximately 16,447 shares of common stock held in Ms. Perkins’ 401(k) Plan account.
|
(6)
|
Includes approximately 13,833 shares of common stock held in Dr. Bloch’s 401(k) Plan account.
|
(7)
|
Includes approximately 11,911 shares of common stock held in Mr. Tasker’s 401(k) Plan account.
|
•
|
the principal responsibility of the directors is to oversee our management;
|
•
|
a majority of the members of the board shall be independent directors, unless otherwise permitted by Nasdaq rules;
|
•
|
the independent directors meet at least twice a year and at other times at the request of any independent director;
|
•
|
directors have full and free access to management and, as necessary and appropriate, independent advisors;
|
•
|
new directors participate in an orientation program; and
|
•
|
at least annually, the Nominating and Corporate Governance Committee oversees a self-evaluation by the board and its committees to assess the effectiveness of the board and its committees.
|
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating and Corporate
Governance Committee
|
| |
Research and
Development
Committee
|
Samuel Agresta, M.D.
|
| |
|
| |
|
| |
|
| |
|
David Beier, J.D.
|
| |
|
| |
|
| |
|
| |
|
Anthony B. Evnin, Ph.D.
|
| |
|
| |
|
| |
|
| |
|
Richard Gaynor, M.D.
|
| |
|
| |
|
| |
|
| |
|
Adelene Q. Perkins
|
| |
|
| |
|
| |
|
| |
|
Norman C. Selby†
|
| |
|
| |
|
| |
|
| |
|
† Lead Independent Director
|
| |
|
| |
Chair of the Board
|
| |
|
| |
= Committee Chair
|
| |
|
| |
= Committee Member
|
•
|
appointing, approving the services provided by and the compensation of, and assessing the independence of our independent registered public accounting firm;
|
•
|
overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from the firm;
|
•
|
reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
|
•
|
monitoring our internal control over financial reporting, disclosure controls and procedures, and code of business conduct and ethics;
|
•
|
overseeing our internal control function;
|
•
|
discussing our risk management policies, including guidelines and policies to govern the process by which our exposure to risk is handled, including but not limited to financial and cybersecurity risks;
|
•
|
establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;
|
•
|
meeting independently with our internal control staff, independent registered public accounting firm and management; and
|
•
|
preparing the Audit Committee Report required by SEC rules (which is included beginning on page 19 of this proxy statement).
|
•
|
reviewing and approving, or making recommendations to the board with respect to, the compensation of our Chief Executive Officer and our other executive officers;
|
•
|
overseeing an evaluation of our executive officers;
|
•
|
overseeing and administering our incentive compensation and equity-based plans;
|
•
|
reviewing and making recommendations to the board with respect to director compensation;
|
•
|
reviewing, discussing with management, and recommending to the board the Compensation Discussion and Analysis (which is included beginning on page 24 of this proxy statement); and
|
•
|
preparing the Compensation Committee Report, to the extent required by SEC rules.
|
•
|
recommending to the board the persons to be nominated for election as directors at any meeting of stockholders and the persons, if any, to be elected by the board to fill any vacancies on the board;
|
•
|
developing and recommending corporate governance principles to the board; and
|
•
|
overseeing the annual evaluation of the board and its committees.
|
•
|
the establishment of base salaries consistent with our executive officers’ responsibilities and market comparables to ensure that our executive officers would not be motivated to take excessive risks to achieve a reasonable level of financial security;
|
•
|
the mix between fixed and variable, annual and long-term, and cash and equity compensation, which is intended to encourage strategies and actions that are in our Company’s long-term best interests;
|
•
|
vesting periods for equity compensation awards that reward sustained stock price appreciation;
|
•
|
the evaluation of Company performance (which drives the amount of cash available under our annual contingent cash compensation program, as described in more detail in the section entitled “Compensation Discussion and Analysis,” below) based on a variety of long- and short-term objectives with the weighting spread across multiple objectives, thus diversifying the risk associated with any single indicator of performance; and
|
•
|
the discretion available to our Compensation Committee not to apply fixed formulae in assessing our Company performance, thus enabling our Compensation Committee to, among other things, (a) eliminate the potential incentive for management to conduct activities that are in the Company’s annual goals, but which may not, due to new data or other inputs, ultimately prove to be in the best interest of stockholders, and (b) reward management for making decisions that are in the long-term best interest of our product development programs, even when those decisions result in the failure to meet short-term objectives.
|
|
| |
By the Audit Committee of the Board of Directors,
|
|
| |
Anthony B. Evnin, Ph.D. (Chair)
|
|
| |
Norman C. Selby
|
|
| |
David Beier
|
|
| |
Fiscal Year ended December 31,
|
|||
Fee Category
|
| |
2020
|
| |
2019
|
Audit Fees(1)
|
| |
$665,000
|
| |
$971,829
|
Audit-Related Fees(2)
|
| |
—
|
| |
—
|
All Other Fees(3)
|
| |
1,925
|
| |
1,995
|
Tax Fees(4)
|
| |
40,000
|
| |
73,990
|
Total Fees
|
| |
$706,925
|
| |
$1,047,814
|
(1)
|
Consists of fees for professional services provided in connection with the audit of our financial statements and the effectiveness of our internal control over financial reporting, the review of the interim financial statements included in our quarterly reports on Form 10-Q, preparation of comfort letters and registration statements, accounting and consultation on matters addressed during the audit or interim reviews, and other professional services provided.
|
(2)
|
Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees.”
|
(3)
|
Other fees consist of fees for a subscription to an online database managed by Ernst & Young LLP.
|
(4)
|
Tax fees consist of fees for tax compliance, tax advice and tax planning services. These services primarily relate to preparation of state and federal tax returns and analysis related to section 382 of the Internal Revenue Code of 1986, as amended.
|
Name
|
| |
Fees
Earned
or Paid
in Cash
($)(1)
|
| |
Option
Awards
($)(2)
|
| |
Total
($)
|
Samuel Agresta, M.D., M.P.H.(3)
|
| |
49,500
|
| |
21,102
|
| |
70,602
|
David Beier, J.D.(4)
|
| |
52,000
|
| |
21,102
|
| |
73,102
|
Anthony B. Evnin, Ph.D.(5)
|
| |
69,553
|
| |
21,102
|
| |
90,655
|
Richard Gaynor(6)
|
| |
69,375
|
| |
31,692
|
| |
101,067
|
Norman C. Selby(7)
|
| |
97,000
|
| |
28,136
|
| |
125,136
|
Michael C. Venuti, Ph.D.(8)
|
| |
69,500
|
| |
21,102
|
| |
90,602
|
(1)
|
Pursuant to a board compensation program in which directors have the option to settle all or a portion of their cash retainer for annual board service in shares of the Company’s common stock, Dr. Evnin elected to receive shares of common stock in lieu of cash, which shares had a grant date fair value of $21,052.42 and were issued on June 17, 2020.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair value of option awards made to such individual.
|
(3)
|
On June 17, 2020, Dr. Agresta was granted an option award that had a grant-date fair value of $21,102. As of December 31, 2020, Dr. Agresta held options to purchase 181,683 shares of our common stock.
|
(4)
|
On June 17, 2020, Mr. Beier was granted an option award that had a grant-date fair value of $21,102. As of December 31, 2020, Mr. Beier held options to purchase 100,000 shares of our common stock.
|
(5)
|
On June 17, 2020, Dr. Evnin was granted an option award that had grant date fair value of $21,102. As of December 31, 2020, Dr. Evnin held options to purchase 208,500 shares of our common stock.
|
(6)
|
Upon joining our board, Dr. Gaynor was granted an option award on March 16, 2020 that had a grant-date fair value of $31,692. As of December 31, 2020, Dr. Gaynor held options to purchase 60,000 shares of our common stock.
|
(7)
|
On June 17, 2020, Mr. Selby was granted an option award that had a grant-date fair value of $28,136. As of December 31, 2020, Mr. Selby held options to purchase 303,000 shares of our common stock.
|
(8)
|
One June 17, 2020, Dr. Venuti was granted an option awards that had grant-date fair value of $21,102. Dr. Venuti passed away in November 2020.
|
•
|
a $42,000 annual retainer for service as a non-executive chair of our board of directors;
|
•
|
a $42,000 annual retainer for service as a director;
|
•
|
a $30,000 annual retainer for service as lead independent director;
|
•
|
a $20,000 annual retainer for service as chair of the Audit Committee;
|
•
|
a $15,000 annual retainer for service as chair of the Compensation Committee;
|
•
|
a $10,000 annual retainer for service as chair of the Nominating and Corporate Governance Committee;
|
•
|
a $10,000 annual retainer for service as chair of the Research and Development Committee;
|
•
|
a $10,000 annual retainer for service as a non-chairing member of the Audit Committee;
|
•
|
a $7,500 annual retainer for service as a non-chairing member of a committee of the board other than the Audit Committee.
|
•
|
upon commencement of service on the board, each new non-employee director receives a nonstatutory stock option to purchase 60,000 shares of our common stock; and
|
•
|
on the date of each annual meeting of stockholders, each then-continuing non-employee director receives a nonstatutory stock option to purchase 30,000 shares of our common stock, provided that such director was serving as a director of the Company on the last day of the immediately preceding calendar year.
|
Position
|
| |
Stock Option Grant
|
Non-Executive Chair of the Board of Directors
|
| |
12,000 shares
|
Lead Independent Director
|
| |
10,000 shares
|
•
|
Adelene Q. Perkins, Chief Executive Officer and Chair of the Board;
|
•
|
Lawrence E. Bloch, M.D., J.D., President; and
|
•
|
Seth Tasker, J.D., Chief Business Officer
|
•
|
progress in our clinical trials and research programs;
|
•
|
maintaining the strong financial health of the Company, including implementation of appropriate financing strategies;
|
•
|
addition and development of internal competencies and retention of high-performing citizen-owners; and
|
•
|
achievement of desired financial performance.
|
•
|
Reported initial safety and efficacy data at the December 2020 San Antonio Breast Cancer Symposium, or SABCS, from MARIO-3-TNBC, our Phase 2 study to evaluate eganelisib in novel triple combination front-line therapies with Tecentriq® and Abraxane® in triple negative breast cancer, or TNBC:
|
○
|
100% of evaluable patients (n=13) demonstrated tumor reduction with a clinical benefit (disease control rate) in 92% of patients (12/13);
|
○
|
69.2% (9/13) overall response rate, or ORR, with best responses of a complete response, or CR, or partial response, or PR;
|
○
|
100% (5/5) ORR (CR + PR), with one CR and four PRs observed in PD-L1 high patients;
|
○
|
50% (4/8) ORR (CR + PR), with four PRs observed in PD-L1 low patients; and
|
○
|
safety in line with expectations of the component drugs of the triple combination with no additive or new safety signals.
|
•
|
Identified encouraging efficacy signal in MARIO-275, our ongoing global, randomized, controlled Phase 2 study to evaluate the benefit of adding eganelisib to nivolumab, also known as Opdivo®, in platinum-refractory, I/O naïve patients with advanced, metastatic urothelial cancer, or UC, over nivolumab monotherapy, that has allowed us to begin planning of a registration-enabling study:
|
○
|
Combination of eganelisib with nivolumab demonstrated improved ORR, disease control rate, or DCR and progression-free survival, or PFS, versus the standard of care nivolumab monotherapy in the second line;
|
○
|
46% lower probability of progression on the combination arm versus the control arm in the PD-L1 negative patient population, which has historically poor overall response rates and represents the majority of metastatic UC patients;
|
○
|
Combination of eganelisib and nivolumab was well tolerated at the 30mg once-daily dose following a dose reduction from 40 mg to 30 mg to address reversible liver enzyme elevations reported at the first scheduled MARIO-275 Independent Data Monitoring Committee, or IDMC, meeting; and
|
○
|
Supportive translational data where we observed increased immune activation and decreased immune suppression in eganelisib with nivolumab combination therapy compared to nivolumab monotherapy across PD-L1 negative and PD-L1 positive patients.
|
•
|
Data presented at SABCS by Arcus Biosciences, Inc., or Arcus, from ARC-2, a Phase 1/1B collaboration study designed to evaluate a novel triple-combination regimen of eganelisib in combination with etrumadenant, Arcus’s dual adenosine receptor antagonist, and liposomal doxorubicin chemotherapy, also known as Doxil®, in up to 40 patients with previously treated, advanced TNBC and ovarian cancer showed that the addition of eganelisib to etrumadenant and doxil lead to a meaningful increase in response in TNBC patients.
|
•
|
Data presented at the 2020 Annual Meeting of the Society for Immunotherapy of Cancers from MARIO-1, our Phase 1/1b study of eganelisib as a monotherapy and in combination with Opdivo® in patients with advanced solid tumors, showed clinical activity of the combination therapy in patients not expected to benefit from checkpoint inhibitor monotherapy alone including patients with melanoma and squamous cell carcinoma of the head and neck, or SCCHN, who has progressed on checkpoint inhibitor therapy as their immediate prior therapy.
|
•
|
attract, retain and motivate the highest caliber clinical, scientific and business professionals to develop and execute our business plan and achieve our mission;
|
•
|
ensure that compensation aligns our citizen-owners with our corporate strategy and business objectives;
|
•
|
promote the achievement of important and measurable scientific, business, organizational and operational goals by linking contingent cash compensation and long-term equity incentives to the achievement of these goals; and
|
•
|
align incentives with the creation of stockholder value.
|
Compensation
Element
|
| |
Purpose
|
| |
Features
|
Base salary
|
| |
Attracts and retains highly skilled executives.
|
| |
Fixed compensation element that provides financial stability to the recipient; level set based on a cross section of peer group analysis and the experience, skills, knowledge, contributions and responsibilities required of each of our citizen-owners, including each of our named executive officers.
|
|
| |
|
| |
|
Annual performance-based cash awards
|
| |
Ties contingent cash compensation to the achievement of key short- or mid-term strategic corporate goals to promote and reward Company and individual success.
|
| |
Variable compensation element based on annual quantitative and qualitative Company and individual goals.
|
|
| |
|
| |
|
Equity awards
|
| |
Provides long-term retention incentive and motivates executives to achieve long-term business goals while linking compensation to long-term stockholder return.
|
| |
Equity grants are typically issued to our executive officers upon commencement of their employment, annually following a review of their individual performance, and in connection with any promotion. Awards are primarily in the form of stock options and typically subject to multi-year vesting schedules contingent upon continued service.
|
Aduro Biotech Inc. (merged with
Chinook Therapeutics, Inc.)
Agenus Inc.
Caladrius Biosciences, Inc.
Calithera Biosciences, Inc.
Celldex Therapeutics, Inc.
|
| |
ChemoCentryx, Inc.
CTI BioPharma Corp.
Cytokinetics, Incorporated
CytRX Corporation
Five Prime Therapeutics, Inc.
|
| |
Inovio Pharmaceuticals, Inc.
Lumos Pharma, Inc.*
Rigel Pharmaceuticals, Inc.
Larimar Therapeutics, Inc.**
Ziopharm Oncology, Inc.
|
*
|
Formerly NewLink Genetics Corporation
|
**
|
Formerly Zafgen, Inc.
|
•
|
companies whose market capitalization, number of employees, maturity of product development pipeline and area of therapeutic focus are similar to ours;
|
•
|
companies against which we believe we compete for talent; and
|
•
|
companies based in the United States whose compensation and financial data are available in proxy statements or other public documents.
|
|
| |
Met Some Goals
|
| |
|
| |
Met
All
Goals
|
| |
|
| |
Exceeded
Some
Goals
|
| |
|
| |
Exceeded
All Goals
|
Translation of Company Performance to 2020 Bonus
|
| |
0.7x of Target
|
| |
⇔
|
| |
Target Bonus
|
| |
⇔
|
| |
1.25x of Target
|
| |
⇔
|
| |
1.5x of Target
|
|
| |
Company
Performance
Weighting
|
| |
Individual
Performance
Weighting
|
Chief Executive Officer
|
| |
100%
|
| |
|
President
|
| |
90%
|
| |
10%
|
Chief Business Officer
|
| |
80%
|
| |
20%
|
•
|
based on the Company’s performance against its goals;
|
•
|
in providing leadership of the Company in the pursuit of these goals;
|
•
|
in providing mentorship to her direct reports; and
|
•
|
based on progress against her personal and professional development goals.
|
•
|
cash compensation, which includes base salary and performance-based annual cash incentives, the latter of which we refer to as contingent cash compensation;
|
•
|
annual stock option awards;
|
•
|
stock option awards granted to citizen-owners upon hire and upon promotion;
|
•
|
an employee stock purchase plan;
|
•
|
severance benefits plans; and
|
•
|
employee benefits, such as health and life insurance and a 401(k) retirement savings plan with partial matching of employee contributions in the form of cash.
|
Named Executive Officers
|
| |
2021
Base Salary
|
| |
% Increase
over 2020
|
Adelene Q. Perkins
|
| |
$689,585
|
| |
0.0%
|
Lawrence E. Bloch, M.D., J.D.
|
| |
502,654
|
| |
3.0%
|
Seth A. Tasker, J.D.
|
| |
397,743
|
| |
3.0%
|
•
|
it is consistent with the growing practice in the biopharmaceutical industry to provide competitive, but not excessive, base salary levels together with performance-based cash incentives;
|
•
|
it enables us to achieve our goal of ensuring that total cash compensation is market competitive, thus enhancing our ability to attract and retain the best possible people without increasing fixed salary expense;
|
•
|
it rewards both the achievement of Company goals and strong individual performance in support of those goals, thus maintaining our culture of combining individual excellence and achievement with community collaboration;
|
•
|
it is consistent with our values, as all citizen-owners are eligible to participate in the program; and
|
•
|
it further aligns executive officer and stockholder interests, as a substantial percentage of our named executive officers’ total compensation is dependent on the achievement of Company goals.
|
|
| |
Target Bonus
(as a % of Base
Salary)
|
Chief Executive Officer
|
| |
65%
|
President
|
| |
50%
|
Chief Business Officer
|
| |
40%
|
2020 Company Goals
|
||||||
GOAL
|
| |
GOAL
WEIGHTING
|
| |
GOAL ASSESSMENT
|
Eganelisib Goal: Value recognition of eganelisib through the advancement of ongoing clinical studies and progression of additional eganelisib program goals.
|
| |
60%
|
| |
Eganelisib Goal Assessment: Met Goal
|
|
| |
|
| |
|
MARIO-275 Phase 2 Urothelial Cancer Study:
• IDMC support to re-open MARIO-275 for enrollment
|
| |
High
|
| |
Met Goal: IDMC supported recommendation to re-open MARIO-275 enrollment
|
|
| |
|
| |
|
MARIO-3 Phase 2 Study TNBC cohort:
• Announce favorable efficacy and safety data by end of 2020
|
| |
High
|
| |
Met Goal: Announced initial favorable efficacy and safety data at SABCS in December 2020.
|
|
| |
|
| |
|
MARIO-3 Phase 2 Study RCC cohort:
• Complete enrollment and generate favorable safety data by end of 2020
|
| |
Medium
|
| |
Met Goal: Completed enrollment by end of 2020 and generated initial favorable safety data
|
|
| |
|
| |
|
MARIO-1 Phase 1 Study:
• Present data in 2020 and finalize plans to close out the study
|
| |
Low
|
| |
Met Goal: Presented two presentations at the Society for Immunotherapy of Cancer 2020 annual meeting and finalized operational plans for the close-out of MARIO-1
|
|
| |
|
| |
|
Additional Eganelisib Program Goals:
• Favorable data from collaboration study with Arcus, or
• Initiate one or more additional trials
|
| |
Low
|
| |
Goal Assessed between Met and Exceeded: ARC-2 Data presented at SABCS showing that the addition of eganelisib to etrumadenant and Doxil® lead to a meaningful increase in response in TNBC and ovarian cancer patients
|
|
| |
|
| |
|
Financial Goal: Secure resources needed to achieve eganelisib goal
|
| |
30%
|
| |
Financial Goal Assessment: Met Goal
|
Extension of cash runway into 2022
|
| |
|
| |
Met Goal: Extended cash runway into 2022
|
|
| |
|
| |
|
Human Capital Goal: Recruit, motivate and maintain team necessary to execute goals.
|
| |
10%
|
| |
Human Capital Goal Assessment: Met Goal
|
Recruit, retain, and motivate team needed to deliver on clinical and financial goals and recruit a consultant chief medical officer
|
| |
|
| |
Met Goal: Strengthened clinical team through addition of key team members, including Brian Schwartz as consulting Chief Physician
|
|
| |
Assessment of All Company Goals
|
||||||||||||||||||
|
| |
Partially
Met Goal
|
| |
Midpoint
|
| |
Met
Goal
|
| |
Midpoint
|
| |
Exceeded
Goal
|
| |
Midpoint
|
| |
Far
Exceeded
Goal
|
Eganelisib Goal (60% Weighted)
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
| |
|
MARIO-275 (High)
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
| |
|
MARIO-3 TNBC (High)
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
| |
|
MARIO-3 RCC (Medium)
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
| |
|
MARIO-1 (Low)
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
| |
|
Additional Program Goals (Low)
|
| |
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
Financial Goal (30% Weighted)
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
| |
|
Team Goal (10% Weighted)
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
| |
|
|
| |
Weighted Assessment of Overall Company Performance
|
||||||||||||||||||
|
| |
Met Some
Goals
|
| |
Midpoint
|
| |
Met All Goals
|
| |
Midpoint
|
| |
Exceeded Some
Goals
|
| |
Midpoint
|
| |
Exceeded All
Goals
|
Overall 2020 Weighted Performance Assessment
|
| |
|
| |
|
| |
X
|
| |
|
| |
|
| |
|
| |
|
Translation of Performance to 2020 Cash Bonus
|
| |
0.7x of Target
|
| |
⇔
|
| |
Target Bonus
|
| |
⇔
|
| |
1.25x of Target
|
| |
⇔
|
| |
1.5x of Target
|
Named Executive Officers
|
| |
Target Bonus
(as a % of Salary)
|
| |
Total Award
($)
|
Adelene Q. Perkins
|
| |
65%
|
| |
$448,230
|
Lawrence E. Bloch, M.D., J.D.
|
| |
50%
|
| |
244,007
|
Seth A. Tasker, J.D.
|
| |
40%
|
| |
154,463
|
|
| |
Target Bonus
(as a % of Base Salary)
|
Chief Executive Officer
|
| |
65%
|
President
|
| |
50%
|
Chief Business Officer
|
| |
40%
|
2021 Contingent Cash Compensation Targets
|
| |
Multiple of
Target
Bonus for
Assessment
of “Partially
Met Goals”
|
| |
|
| |
Multiple of
Target
Bonus for
Assessment
of “Met All
Goals”
|
| |
|
| |
Multiple of
Target
Bonus for
Assessment
of “Exceeded
Some Goals”
|
| |
|
| |
Multiple of
Target
Bonus for
Assessment
of “Exceeded
All Goals”
|
Chief Executive Officer
|
| |
0.7x
|
| |
⇔
|
| |
1.0x
|
| |
⇔
|
| |
1.25x
|
| |
⇔
|
| |
1.5x
|
President
|
| |
0.7x
|
| |
⇔
|
| |
1.0x
|
| |
⇔
|
| |
1.25x
|
| |
⇔
|
| |
1.5x
|
Chief Business Officer
|
| |
0.7x
|
| |
⇔
|
| |
1.0x
|
| |
⇔
|
| |
1.25x
|
| |
⇔
|
| |
1.5x
|
|
| |
Stock
Option Awards
|
Adelene Q. Perkins
|
| |
485,000
|
Lawrence E. Bloch, M.D., J.D.
|
| |
335,000
|
Seth A. Tasker, J.D.
|
| |
250,000
|
•
|
continuation of such executive’s monthly base salary for the twelve-month period following termination;
|
•
|
payment by us of a portion of the cost of COBRA continuation of benefits coverage for the executive and his or her applicable dependents for the twelve-month period following such termination or until the executive commences new employment and is eligible for new plan coverage, if sooner, subject to certain conditions set forth in the severance plan;
|
•
|
reasonable outplacement benefits for up to six months at the discretion of the severance plan’s administrator or until the executive commences new employment, if sooner;
|
•
|
any unpaid annual bonus in respect to any completed bonus period which has ended prior to the date of the executive’s termination and which our board of directors deems granted to the executive in its discretion pursuant to our contingent cash compensation program;
|
•
|
at the sole discretion of the severance plan’s administrator, the prorated amount of any minimum bonus award approved by the Compensation Committee for the year in which the covered termination occurs; and
|
•
|
immediate vesting of the portion of any outstanding equity awards of the executive which would have vested within the one year-period following such covered termination.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)(2)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(3)
|
| |
All Other
Compensation
($)(4)
|
| |
Total
($)
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(i)
|
| |
(j)
|
Current Named Executive Officers
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Adelene Q. Perkins,
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Chief Executive Officer(5)
|
| |
2020
|
| |
689,585
|
| |
—
|
| |
193,918
|
| |
1,399,928
|
| |
448,230
|
| |
11,429
|
| |
2,743,090
|
|
| |
2019
|
| |
689,585
|
| |
61,250(6)
|
| |
—
|
| |
552,480
|
| |
366,370
|
| |
11,172
|
| |
1,680,857
|
Lawrence E. Bloch, M.D., J.D.,
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
President
|
| |
2020
|
| |
488,014
|
| |
—
|
| |
103,946
|
| |
966,961
|
| |
244,007
|
| |
10,425
|
| |
1,813,353
|
|
| |
2019
|
| |
488,014
|
| |
|
| |
—
|
| |
459,553
|
| |
204,235
|
| |
9,366
|
| |
1,161,168
|
Seth A. Tasker, J.D.,
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Chief Business Officer and Secretary
|
| |
2020
|
| |
386,159
|
| |
—
|
| |
66,923
|
| |
818,913
|
| |
154,463
|
| |
8,986
|
| |
1,435,444
|
|
| |
2019
|
| |
367,770
|
| |
—
|
| |
—
|
| |
138,012
|
| |
138,330
|
| |
8,820
|
| |
652,932
|
(1)
|
For 2020, the amounts in this column represent the value of 155,134 shares, 83,157 shares, and 53,538 shares of Company common stock awarded to Ms. Perkins, Dr. Bloch, and Mr. Tasker, respectively, in 2020 as part of the 2019 contingent cash compensation program. No stock awards were made to named executive officers in 2019.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair value of option awards granted during the applicable fiscal year. For 2020, the amounts in this column represent the aggregate of two option grants awarded in 2020 for separate performance evaluation cycles as follows (a) options awarded on January 10, 2020 for services performed in 2019, and (b) options awarded in December 22, 2020 for services performed in 2020. Options awarded for a performance year are typically granted in January of the following year, but the awards for 2020 were granted in December 2020 instead of January 2021 due to administrative constraints. See the information in Note 3, “Stock-Based Compensation,” to our consolidated financial statements, included as part of our Annual Report on Form 10-K for the year ended December 31, 2020, for assumptions made in determining these values.
|
(3)
|
For 2020, the amounts in this column reflect amounts paid to each of our named executive officers under the contingent cash compensation program described in “Compensation Discussion and Analysis,” above. For 2019, the amounts in this column reflect the aggregate of (a) $280,144, $154,091, and $102,626 and (b) $86,225, $50,144, and $35,704, to each of Ms. Perkins and Dr. Bloch and Mr. Tasker, respectively. As described in our Form DEF 14A for the 2019 fiscal year under the section entitled “Compensation Discussion and Analysis,” 50% of the value of the 2019 contingent cash compensation awards for executive officers was paid in cash and the remaining 50% in shares of Company common stock, except for a portion that was paid in cash to satisfy the applicable executive officer’s withholding tax obligation associated with these shares. The amounts listed in (a) to this footnote 3 represent 50% of the total dollar value of the contingent cash compensation awards, and the amounts listed in (b) to this footnote 3 represent the portion that was paid in cash to satisfy the applicable named executive officer’s withholding tax obligation associated with the shares granted under the contingent compensation program.
|
(4)
|
Amounts in this column represent the sum of (i) any life insurance premiums paid on behalf of the officer and (ii) the amount contributed to the officer’s 401(k) account as a matching contribution.
|
(5)
|
Ms. Perkins received the amounts listed above for service as our Chief Executive Officer for 2020 and 2019 and received no compensation for service as a director for all years reported.
|
(6)
|
The total in this column for 2019 represents the second installment of an economic replacement payment paid to Ms. Perkins, described in the section entitled “Compensation Discussion and Analysis—2017 Executive Compensation Decisions” of our Form DEF 14A for the 2017 fiscal year. In May 2017, a stock option award was not granted to Ms. Perkins due to a limitation in the 2010 Plan on the number of awards that may be granted to each participant in the 2010 Plan during each calendar year. Instead, the Compensation Committee determined in May 2017 to grant to Ms. Perkins a stock option to purchase 500,000 shares of the Company’s common stock, with the grant of such option approved by the Compensation Committee on January 8, 2018. Ms. Perkins earned an economic replacement cash payment on May 25, 2018 equal to 500,000 multiplied by $0.245, or the excess of the closing price of a share of common stock on January 8, 2018 ($1.985) over the closing price on May 25, 2017 ($1.74). The economic replacement payment was payable in two equal installments on May 25, 2018 and May 25, 2019, provided in each case that Ms. Perkins continued to be employed by the Company on each such date.
|
|
| |
Option Awards
|
|||||||||
Name
|
| |
Number of Securities
Underlying Unexercised
Options (#)
Exercisable
|
| |
Number of Securities
Underlying Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(e)
|
| |
(f)
|
Adelene Q. Perkins
|
| |
83,620
|
| |
—
|
| |
5.94
|
| |
1/6/2021
|
|
| |
191,750
|
| |
—
|
| |
7.93
|
| |
1/6/2022
|
|
| |
153,835
|
| |
—
|
| |
36.85
|
| |
1/4/2023
|
|
| |
85,500
|
| |
—
|
| |
12.91
|
| |
1/10/2024
|
|
| |
250,000
|
| |
—
|
| |
15.74
|
| |
1/14/2025
|
|
| |
185,000
|
| |
—
|
| |
6.71
|
| |
1/6/2026
|
|
| |
1,000,000
|
| |
—
|
| |
1.46
|
| |
1/6/2027
|
|
| |
180,000
|
| |
—
|
| |
2.23
|
| |
1/2/2028
|
|
| |
500,000
|
| |
—
|
| |
1.99
|
| |
1/8/2028
|
|
| |
121,500
|
| |
121,500(1)
|
| |
1.24
|
| |
1/04/2029
|
|
| |
121,000
|
| |
121,000(1)
|
| |
1.24
|
| |
1/04/2029
|
|
| |
151,563
|
| |
454,687(2)
|
| |
1.25
|
| |
1/10/2030
|
|
| |
10,104
|
| |
474,896(3)
|
| |
2.14
|
| |
12/22/2030
|
|
| |
|
| |
|
| |
|
| |
|
Lawrence E. Bloch, M.D., J.D.
|
| |
200,000
|
| |
—
|
| |
15.85
|
| |
7/23/2022
|
|
| |
32,800
|
| |
—
|
| |
36.85
|
| |
1/4/2023
|
|
| |
32,200
|
| |
—
|
| |
12.91
|
| |
1/10/2024
|
|
| |
125,000
|
| |
—
|
| |
15.74
|
| |
1/14/2025
|
|
| |
70,000
|
| |
—
|
| |
6.71
|
| |
1/6/2026
|
|
| |
500,000
|
| |
—
|
| |
1.46
|
| |
1/6/2027
|
|
| |
250,000
|
| |
—
|
| |
1.74
|
| |
5/25/2027
|
|
| |
100,000
|
| |
—
|
| |
2.23
|
| |
1/2/2028
|
|
| |
167,500
|
| |
167,500(1)
|
| |
1.24
|
| |
1/04/2029
|
|
| |
50,000
|
| |
50,000(1)
|
| |
1.24
|
| |
1/04/2029
|
|
| |
104,688
|
| |
314,062(2)
|
| |
1.25
|
| |
1/10/2030
|
|
| |
6,979
|
| |
328,021(3)
|
| |
2.14
|
| |
12/22/2030
|
|
| |
|
| |
|
| |
|
| |
|
Seth A. Tasker, J.D.
|
| |
1,713
|
| |
—
|
| |
5.94
|
| |
1/6/2021
|
|
| |
2,240
|
| |
—
|
| |
7.93
|
| |
1/6/2022
|
|
| |
1,000
|
| |
—
|
| |
16.57
|
| |
8/14/2022
|
|
| |
4,730
|
| |
—
|
| |
36.85
|
| |
1/4/2023
|
|
| |
2,000
|
| |
—
|
| |
45.24
|
| |
3/6/2023
|
|
| |
6,711
|
| |
—
|
| |
12.91
|
| |
1/10/2024
|
|
| |
10,000
|
| |
—
|
| |
11.24
|
| |
8/25/2024
|
|
| |
8,214
|
| |
—
|
| |
15.74
|
| |
1/14/2025
|
|
| |
5,300
|
| |
—
|
| |
16.53
|
| |
3/19/2025
|
|
| |
11,938
|
| |
—
|
| |
6.71
|
| |
1/6/2026
|
|
| |
250,000
|
| |
—
|
| |
1.46
|
| |
1/6/2027
|
|
| |
150,000
|
| |
—
|
| |
1.74
|
| |
5/25/2027
|
|
| |
65,000
|
| |
—
|
| |
2.23
|
| |
1/2/2028
|
|
| |
70,000
|
| |
70,000(1)
|
| |
1.24
|
| |
1/4/2029
|
|
| |
103,125
|
| |
309,375(2)
|
| |
1.25
|
| |
1/10/2030
|
|
| |
5,208
|
| |
244,792(3)
|
| |
2.14
|
| |
12/22/2030
|
(1)
|
Vests in equal monthly installments on the last day of each month through January 31, 2023.
|
(2)
|
Vests in equal monthly installments on the last day of each month through January 31, 2024.
|
(3)
|
Vests in equal monthly installments on the last day of each month through December 31, 2024.
|
|
| |
Equity Compensation Plan Information
|
||||||
Plan Category
|
| |
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
|
| |
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
| |
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in Column (a))
|
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
Equity compensation plans approved by security holders
|
| |
12,664,664
|
| |
$3.51
|
| |
2,120,732(1)
|
Equity compensation plans not approved by security holders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
12,664,664
|
| |
$3.51
|
| |
2,120,732
|
(1)
|
Consists of (i) 2,084,050 shares of our common stock available for future issuance under our 2019 Plan and (ii) 36,682 shares of our common stock available for future issuance under our employee stock purchase plan.
|
•
|
provide that options shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof);
|
•
|
upon written notice to employees, provide that all outstanding options will be terminated immediately prior to the consummation of such Reorganization Event and that all such outstanding options will become exercisable to the extent of accumulated payroll deductions as of a date specified by our board in such notice, which date shall not be less than 10 days preceding the effective date of the Reorganization Event;
|
•
|
upon written notice to participants, provide that all outstanding options will be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating employees on such date;
|
•
|
in the event of a Reorganization Event under the terms of which holders of our common stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event, change the last day of the offering period to be the date of the consummation of the Reorganization Event and make or provide for a cash payment to each participant equal to (1) the cash payment for each share surrendered in the Reorganization Event times the number of shares of our common stock that the participant’s accumulated payroll deductions as of immediately prior to the Reorganization Event could purchase at the applicable purchase price, where the acquisition price is treated as the fair market value of our common stock on the last day of the applicable offering period for purposes of determining the purchase price and where the number of shares that could be purchased is subject to the applicable limitations under the ESPP, minus (2) the result of multiplying such number of shares by the purchase price; and/or
|
•
|
provide that, in connection with our liquidation or dissolution, options shall convert into the right to receive liquidation proceeds (net of the purchase price thereof).
|
Name and Principal Position
|
| |
Dollar Value
($)(1)
|
| |
Total Number of
Shares Purchased
|
Adelene Q. Perkins
Chief Executive Officer
|
| |
19,284
|
| |
24,164
|
|
|
| |
|
||
Lawrence E. Bloch, M.D., J.D.
President
|
| |
10,624
|
| |
13,296
|
|
|
| |
|
||
Seth Tasker, J.D.
Chief Business Officer
|
| |
3,849
|
| |
4,824
|
|
|
| |
|
||
All current executive officers as a group (3 persons)
|
| |
33,757
|
| |
42,284
|
All current directors, not including executive officers, as a group (5 persons)
|
| |
—
|
| |
—
|
All other eligible employees, including all current officers who are not executive officers, as a group (13 persons)
|
| |
39,430
|
| |
49,412
|
(1)
|
Based on the number of shares purchased multiplied by the closing price of the Company’s common stock on The Nasdaq Global Select Market on the applicable Exercise Date.
|
•
|
15% of the value of the stock on the day the offering commenced; or
|
•
|
the participant’s profit.
|
|
| |
Adopted by the Board of Directors
on March 6, 2013
|
|
| |
|
|
| |
Approved by the stockholders
on June 11, 2013
|