PDS BIOTECHNOLOGY CORPORATION
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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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1.
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To elect two Class C directors of the Company, Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D., to hold office until the 2024 Annual Meeting of Stockholders or until their successors shall have been duly elected and qualified.
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2.
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To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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3.
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To approve the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which was approved by our Board of Directors on December 8, 2020;
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4.
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To approve, by non-binding advisory vote, the compensation of our named executive officers;
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5.
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To approve, by non-binding advisory vote, the frequency of future votes on the compensation of our named executive officers; and
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6.
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To conduct any other business properly brought before the Annual Meeting. These items of business are more fully described in this “Proxy Statement.”
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By Order of the Board of Directors
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/s/ Frank Bedu-Addo, Ph.D.
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Frank Bedu-Addo, Ph.D.
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Chief Executive Officer
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•
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This proxy statement for the Annual Meeting;
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•
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Our 2020 Annual Report to Stockholders, which consists of PDS’s Annual Report on Form 10-K for the year ended December 31, 2020; and
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•
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The proxy card or a voting instruction form for the Annual Meeting, if you have requested that the proxy materials be mailed to you.
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Proposal 1:
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Election of Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D. to serve as Class C directors until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
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Proposal 2:
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Ratification of the selection by the Board of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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Proposal 3:
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To approve the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which was approved by our Board of Directors on December 8, 2020.
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Proposal 4:
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To approve, by non-binding advisory vote, the compensation of our named executive officers.
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Proposal 5:
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To approve, by non-binding advisory vote, the frequency of future votes on the compensation of our named executive officers.
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•
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Via Webcast: You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/PDSB2021 and entering your 16-digit control number which is included in the Notice and Access Card that will be mailed to you. Please have your Notice and Access Card in hand when you access the website and then follow the instructions.
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•
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By Mail: You may vote by proxy by filling out the proxy card you may have received and returning it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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•
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By Telephone: To vote over the telephone, dial toll-free (800) 690-6903 using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time on June 16, 2021 to be counted.
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•
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Via the Internet: To vote through the internet before the Annual Meeting, go to www.proxyvote.com and follow the on-screen instructions. Please have your Notice and Access Card in hand when you access the website and then follow the instructions. Your internet vote must be received by 11:59 p.m., Eastern Time on June 16, 2021 to be counted.
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•
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“For” the election of each of Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D.as directors;
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•
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“For” the ratification of the selection of KPMG LLP as our independent registered public accounting firm;
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•
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“For” adopting the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan;
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•
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“For” the non-binding advisory vote on the compensation of our named executive officers; and
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•
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“For” the annual advisory vote on the compensation of our named executive officers.
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•
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You may submit another properly completed proxy card with a later date.
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•
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You may grant a subsequent proxy by telephone or through the internet.
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•
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You may send a timely written notice that you are revoking your proxy to our Secretary at PDS Biotechnology Corporation at 25B Vreeland Road, Suite 300, Florham Park, NJ 07932.
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•
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You may attend the Annual Meeting via the Internet and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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•
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For the elections of Frank Bedu-Addo, Ph.D. and Otis Brawley, M.D., a plurality of the votes cast will be required for election. Only votes “For” or “Withheld” will affect the outcome.
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•
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To be approved, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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•
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To be approved, the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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•
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To be approved, the advisory resolution on the compensation of our named executive officers, must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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•
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To be approved, the frequency of future stockholder advisory votes on the compensation of our named executive officers, must receive “For” votes from the holders of a majority of shares present at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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Name
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Age
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Nominees for Director
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(Class C − Term expiring at annual meeting of stockholders in 2024)
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Frank Bedu-Addo, Ph.D.
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56
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Otis Brawley, M.D.
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61
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Directors Continuing in Office
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(Class B − Term expiring at annual meeting of stockholders in 2023)
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Kamil Ali-Jackson, Esq.
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62
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Ilian Iliev, Ph.D.
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45
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(Class A − Term expiring at annual meeting of stockholders in 2022)
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Gregory Freitag, J.D., CPA
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59
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Stephen Glover
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61
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Sir Richard Sykes
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78
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Name
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Audit
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Compensation
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Nominating
and
Corporate
Governance
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Stephen Glover
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X
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X*
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Kamil Ali-Jackson, Esq.
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X
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X*
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Frank Bedu-Addo, Ph.D.
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De Lyle W. Bloomquist
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Otis Brawley, M.D.
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Gregory Freitag, J.D., CPA
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X*
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X
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Ilian Iliev, Ph.D.
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Sir Richard Sykes
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X
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X
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*
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Committee Chairperson
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•
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hiring an independent registered public accounting firm to conduct the annual audit of our financial statements and monitoring its independence and performance;
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•
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reviewing and approving the planned scope of the annual audit and the results of the annual audit;
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•
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pre-approving all audit services and permissible non-audit services provided by our independent registered public accounting firm;
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•
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reviewing the significant accounting and reporting principles to understand their impact on our financial statements;
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•
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reviewing our internal financial, operating and accounting controls with management and our independent registered public accounting firm;
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•
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reviewing with management and our independent registered public accounting firm, as appropriate, our financial reports, earnings announcements and our compliance with legal and regulatory requirements;
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•
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reviewing potential conflicts of interest under and violations of our Code of Conduct;
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•
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establishing procedures for the treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and confidential submissions by our employees of concerns regarding questionable accounting or auditing matters;
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•
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reviewing and approving related-party transactions;
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•
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primary responsibility for overseeing our risk management function; and
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•
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reviewing and evaluating, at least annually, our Audit Committee’s charter.
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•
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designing and implementing competitive compensation policies to attract and retain key personnel;
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•
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reviewing and formulating policy and determining the compensation of our executive officers and employees;
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•
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reviewing and recommending to the Board the compensation of our directors;
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•
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administering our equity incentive plans and granting equity awards to our employees and directors under these plans;
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•
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if required from time to time, reviewing with management our disclosures under the caption “Executive Compensation” and recommending to the full board its inclusion in our periodic reports to be filed with the SEC;
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•
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if required from time to time, preparing the report of the Compensation Committee to be included in our annual proxy statement;
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•
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engaging compensation consultants or other advisors it deems appropriate to assist with its duties; and
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•
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reviewing and evaluating, at least annually, our Compensation Committee’s charter.
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•
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identifying, reviewing and evaluating candidates to serve on our board;
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•
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determining the minimum qualifications for service on our board;
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•
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developing and recommending to our board an annual self-evaluation process for our board and overseeing the annual self-evaluation process;
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•
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developing, as appropriate, a set of corporate governance principles, and reviewing and recommending to our board any changes to such principles; and
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•
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periodically reviewing and evaluating our Nominating and Corporate Governance Committee’s charter.
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Name
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Age
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Position
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Frank Bedu-Addo, Ph.D.
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56
|
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President, Chief Executive Officer and Director
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Gregory L. Conn, Ph.D.
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66
|
| |
Chief Scientific Officer
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Lauren V. Wood, M.D.
|
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61
|
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Chief Medical Officer
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Seth L. Van Voorhees, Ph.D.
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60
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Chief Financial Officer
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|
| |
Year
|
| |
Salary
$
|
| |
Bonus
$
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Option
Awards(1)
$
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| |
All Other
Compensation
$
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| |
Total
$
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Frank Bedu-Addo, Ph.D.
Chief Executive Officer(5)
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2020
|
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450,000
|
| |
225,000
|
| |
139,788
|
| |
—
|
| |
814,788
|
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2019
|
| |
356,250
|
| |
395,000(2)
|
| |
1,832,510
|
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—
|
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2,583,758
|
||
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|
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|
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Gregory L. Conn, Ph.D.
Chief Scientific Officer(5)
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2020
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290,000
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| |
87,375
|
| |
39,141
|
| |
7,417
|
| |
423,933
|
|
2019
|
| |
169,167
|
| |
—
|
| |
461,603
|
| |
38,184(4)
|
| |
668,954
|
||
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|
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|
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|
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Lauren V. Wood, M.D.
Chief Medical Officer(5)
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2020
|
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320,000
|
| |
96,375
|
| |
39,143
|
| |
—
|
| |
455,518
|
|
2019
|
| |
253,333
|
| |
—
|
| |
309,361
|
| |
—
|
| |
562,694
|
||
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|
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|
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|
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|
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Andrew Saik
Former Chief Financial Officer(3)
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2020
|
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84,199
|
| |
—
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| |
—
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| |
—
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| |
84,199
|
|
2019
|
| |
370,000
|
| |
—
|
| |
309,363
|
| |
—
|
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679,363
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(1)
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Amounts shown in this column do not reflect actual compensation received by the named executive officers. The amounts reflect the grant date fair value of stock option awards and are calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718-Stock Compensation, and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 11, “Stock Based Compensation” in the notes to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The executive will only realize compensation to the extent the trading price of the Company’s common stock is greater than the exercise price of such stock options at the time such options are exercised. On December 8, 2020 Frank Bedu-Addo, Gregory Conn and Lauren Wood were awarded contingent options of 707,800, 122,400 and 210,500 respectively.
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(2)
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Represents a signing bonus paid to Dr. Bedu-Addo.
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(3)
|
Mr. Saik resigned from the Company on March 20, 2020. Thereafter, on March 23, 2020 our board of directors appointed Janetta Trochimiuk, the Company’s current Controller, as interim Principal Accounting Officer and Frank Bedu-Addo, Ph.D., the Company’s President and Chief Executive Officer, as interim Principal Financial Officer. On June 23, 2020, our board of directors appointed Michael King as interim Chief Financial Officer and Mr. King replaced Janetta Trochimiuk as interim Principal Accounting Officer and Frank Bedu-Addo, Ph.D., as interim Principal Financial Officer. On January 1, 2021, Dr. Van Voorhees assumed the responsibilities performed by Michael King and is currently the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer.
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(4)
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Includes amounts paid to Dr. Conn as a consultant prior to commencing employment on June 1, 2019. Reflects matching contributions to the Company's 401(k) plan.
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(5)
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Dr. Bedu-Addo and Dr. Wood joined the Company on March 15, 2019, in connection with the Merger. Dr. Conn served as a consultant to the Company beginning on March 15, 2019 through June 1, 2019 at which point Dr. Conn became an employee of the Company.
|
•
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key R&D achievements
|
•
|
initiation and progress of clinical trials for our product candidates;
|
•
|
achievement of regulatory milestones;
|
•
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new business initiatives including financings;
|
•
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our progress in building out key functions and managing our growth while maintaining a high-performing organization and culture: and
|
•
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increasing shareholder value.
|
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
|
| |
Option
Exercise Price
|
| |
Grant Date
|
| |
Expiration
Date
|
Frank Bedu-Addo, Ph.D.
|
| |
37,504
|
| |
62,496
|
| |
$5.99
|
| |
6/28/2019
|
| |
6/29/2029
|
|
53,174
|
| |
|
| |
$6.57
|
| |
7/27/2011
|
| |
7/27/2021
|
||
|
219,535
|
| |
|
| |
$6.57
|
| |
12/3/2012
|
| |
12/3/2022
|
||
|
53,173
|
| |
|
| |
$9.04
|
| |
3/14/2019
|
| |
3/14/2029
|
||
|
179,486
|
| |
|
| |
$9.04
|
| |
3/14/2019
|
| |
3/14/2029
|
||
|
|
| |
125,000
|
| |
$1.45
|
| |
6/23/2020
|
| |
6/23/2030
|
||
|
|
| |
707,800
|
| |
$2.43
|
| |
12/8/2020
|
| |
12/8/2030
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Gregory Conn, Ph.D.
|
| |
17,764
|
| |
|
| |
$6.87
|
| |
1/31/2016
|
| |
1/31/2026
|
|
14,450
|
| |
|
| |
$15.33
|
| |
7/6/2018
|
| |
7/6/2028
|
||
|
44,871
|
| |
|
| |
$9.04
|
| |
3/14/2019
|
| |
3/14/2029
|
||
|
14,998
|
| |
25,002
|
| |
$6.39
|
| |
6/6/2019
|
| |
6/6/2029
|
||
|
35,000
|
| |
35,000
|
| |
$1.45
|
| |
6/23/2020
|
| |
6/23/2030
|
||
|
|
| |
122,400
|
| |
$2.43
|
| |
12/8/2020
|
| |
12/8/2030
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Lauren V. Wood, M.D.
|
| |
23,514
|
| |
39,201
|
| |
$6.39
|
| |
6/6/2019
|
| |
6/6/2029
|
|
|
| |
35,000
|
| |
$1.45
|
| |
6/23/2020
|
| |
6/23/2030
|
||
|
|
| |
210,500
|
| |
$2.43
|
| |
12/8/2020
|
| |
12/8/2030
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Andrew Saik(2)
|
| |
|
| |
2,500
|
| |
$ 299.60
|
| |
3/1/2018
|
| |
3/1/2028
|
|
|
| |
62,715
|
| |
$6.39
|
| |
6/6/2019
|
| |
6/6/2029
|
||
|
|
| |
10,000
|
| |
$ 214.60
|
| |
11/1/2017
|
| |
11/1/2027
|
||
|
|
| |
8,300
|
| |
$22.00
|
| |
6/19/2018
|
| |
6/19/2022
|
(1)
|
Except as otherwise noted, options vest with respect to one-fourth of the underlying shares on the first anniversary of the grant date and in equal installments of 1⁄36 of the underlying shares on each monthly anniversary of the grant date thereafter for the subsequent 36 months. On December 8, 2020 Frank Bedu-Addo, Gregory Conn and Lauren Wood were awarded options at an exercise price of $2.43 in the amounts
|
(2)
|
Mr. Saik resigned from the Company on March 20, 2020, and all of his outstanding options expired as of December 31, 2020.
|
Committee
|
| |
Annual
Retainer
|
Audit Committee Chairperson
|
| |
$18,500
|
Audit Committee Member
|
| |
$8,000
|
Compensation Committee Chairperson
|
| |
$15,000
|
Compensation Committee Member
|
| |
$7,500
|
Nominating and Corporate Governance Committee Chairperson
|
| |
$8,000
|
Nominating and Corporate Governance Committee Member
|
| |
$4,000
|
Name
|
| |
Fees
Earned
Or Paid
in Cash
$
|
| |
Option
Awards
$ (1)
|
| |
Total
$
|
Gregory Freitag, J.D., CPA(2)
|
| |
60,856
|
| |
10,044(2)
|
| |
70,900
|
De Lyle W. Bloomquist(3)
|
| |
41,912
|
| |
10,044(3)
|
| |
51,956
|
Sir Richard Sykes(4)
|
| |
51,500
|
| |
10,044(4)
|
| |
61,544
|
Stephen Glover(5)
|
| |
93,000
|
| |
10,044(5)
|
| |
103,044
|
Kamil Ali-Jackson, Esq.(6)
|
| |
54,603
|
| |
12,290(6)
|
| |
66,893
|
Ilian Iliev, Ph.D.(7)
|
| |
38,462
|
| |
4,570(7)
|
| |
43,032
|
Otis Brawley, M.D.(8)
|
| |
6,413
|
| |
18,774(8)
|
| |
25,187
|
(1)
|
The amounts shown in this column do not reflect actual compensation received by our directors. The amounts reflect the grant date fair value of option awards and are calculated in accordance with the provisions of FASB Accounting Standards Codification Topic 718 Compensation - Stock Compensation (“ASC Topic 718”), and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 11, “Stock-based Compensation” in the notes to the Company’s financial statements included in our most recent Annual Report on Form 10-K. The director will only realize compensation to the extent the trading price of PDS’s common stock is greater than the exercise price of such stock options at the time such options are exercised.
|
(2)
|
Mr. Freitag was appointed as a director of our Board on March 15, 2019 in connection with the Merger. Mr. Freitag held an aggregate of 46,867 option awards as of December 31, 2020.
|
(3)
|
Mr. Bloomquist was appointed as a director of our Board on March 15, 2019 in connection with the Merger. Mr. Bloomquist held an aggregate of 29,218 option awards as of December 31, 2020. As disclosed above, on January 26, 2021, Mr. Bloomquist notified our board of directors of his decision to not stand for re-election at the Annual Meeting.
|
(4)
|
Sir Richard Sykes was appointed as director of our Board on March 15, 2019 in connection with the Merger. Sir Richard Sykes held an aggregate of 44,474 option awards as of December 31, 2020.
|
(5)
|
Mr. Glover was appointed to our Board on April 2, 2019. Mr. Glover held an aggregate of 18,000 option awards as of December 31, 2020.
|
(6)
|
Ms. Ali-Jackson was appointed to our Board on February 21, 2020. Ms. Ali-Jackson held an aggregate of 12,033 option awards as of December 31, 2020.
|
(7)
|
Dr. Iliev was appointed to our Board on April 8, 2020. Dr. Iliev held an aggregate of 6,374 option awards as of December 31, 2020.
|
(8)
|
Dr. Brawley was appointed to our Board on November 3, 2020. Dr. Brawley held an aggregate of 9,000 option awards as of December 31, 2020.
|
|
| |
Beneficial Ownership
|
|||
Name of Beneficial Owner
|
| |
Shares
|
| |
%(1)
|
Greater than 5% Stockholders:
|
| |
|
| |
|
NetScientific plc(2)
|
| |
1,286,507
|
| |
5.8 %
|
Melvin A. Lawson(3)
|
| |
1,258,923
|
| |
5.7 %
|
PDS Named Executive Officers and Directors:
|
| |
|
| |
|
Frank Bedu-Addo, Ph.D.(4)
|
| |
1,205,049
|
| |
5.4 %
|
Sir Richard Sykes(5)
|
| |
477,522
|
| |
2.1 %
|
De Lyle W. Bloomquist(6)
|
| |
819,056
|
| |
3.7 %
|
Gregory Freitag(7)
|
| |
75,078
|
| |
*
|
Stephen Glover(8)
|
| |
63,848
|
| |
*
|
Kamil Ali-Jackson, Esq.(9)
|
| |
3,970
|
| |
*
|
Ilian Iliev, Ph.D.(10)
|
| |
2,103
|
| |
*
|
Otis Brawley, M.D.
|
| |
—
|
| |
*
|
Gregory L. Conn(11)
|
| |
221,376
|
| |
1.0 %
|
Lauren V. Wood(12)
|
| |
40,099
|
| |
*
|
Seth L. Van Voorhees, Ph.D.(13)
|
| |
—
|
| |
*
|
Andrew Saik(14)
|
| |
|
| |
*
|
All current executive officers and directors as a group (11 persons)
|
| |
2,908,101
|
| |
13.1 %
|
*
|
Less than 1%
|
(1)
|
Percentage ownership is based on 22,278,261 shares of common stock outstanding as of the Record Date, together with securities exercisable or convertible into shares of common stock within 60 days after the Record Date, for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
|
(2)
|
Based on information disclosed in a Schedule 13D/A filed with the SEC on August 21, 2020 by NetScientific Plc (“NetScientific”), according to which NetScientific holds 1,282,670 shares of common stock directly and 3,837 shares subject to an outstanding warrant exercisable within 60 days of the Record Date. The principal business address of NetScientific is 30 St. Mary Axe, London, EC3A 8BF, United Kingdom.
|
(3)
|
Based on information disclosed in a Schedule 13D/A filed with the SEC on August 21, 2020 by Melvin Lawson (“Lawson”), according to which Lawson holds 1,258,923 shares of common stock directly. Mr. Lawson beneficially owns approximately 29.98% of the issued share capital of NetScientific. The principal business address for Lawson is c/o The Beckman Group, 2nd Floor, 25 Old Burlington Street, London, W1S 3AN.
|
(4)
|
Includes 620,507 shares of common stock and 584,542 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(5)
|
Includes 445,108 shares of common stock and 32,414 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(6)
|
Includes 605,023 shares of common stock held by Asklepios Capital 180,918 held by Mr. Bloomquist individually and 17,158 shares subject to outstanding options exercisable within 60 days of the Record Date and 15,957 shares subject to outstanding warrants exercisable within 60 days of the Record Date. Mr. Bloomquist is a partner of Asklepios Capital LLC. The business address of Asklepios Capital LLC is 10244 E. Windrunner Dr., Scottsdale, Arizona 85255. As disclosed above, on January 26, 2021, Mr. Bloomquist notified our board of directors of his decision to not stand for re-election at the Annual Meeting.
|
(7)
|
Includes 40,271 shares of common stock and 34,807 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(8)
|
Includes 57,908 shares of common stock and 5,940 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(9)
|
Includes 3,970 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(10)
|
Includes 2,103 shares subject to outstanding options exercisable within 60 days of the Record Date. On April 8, 2020, the Company’s board, based upon the recommendation of the Nominating and Corporate Governance Committee of the board, appointed Ilian Iliev, Ph.D., as a director and new member of the Board. Dr. Iliev was presented to the Company’s board as a designee for approval by NetScientific plc or NetScientific, pursuant to the board designee rights granted to NetScientific in connection with the Company’s February 2020 public offering, as previously disclosed. Dr. Iliev is a non-executive director of NetScientific. Dr. Iliev is not deemed to be the beneficial owner of any of the shares of our common stock or warrants held by NetScientific.
|
(11)
|
Includes 115,545 shares of common stock and 105,831 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(12)
|
Includes 40,099 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(13)
|
Dr. Van Voorhees’ employment with the Company began on January 1, 2021.
|
(14)
|
Mr. Saik is the former Chief Financial Officer and a former director of the Company. Mr. Saik resigned as the Chief Financial Officer and as a director of the Company on March 20, 2020. Mr. Saik’s beneficial ownership includes 125,548 shares of common stock and 0 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
|
| |
(A)
|
| |
(B)
|
| |
(C)
|
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))
|
Equity compensation plans approved by security holders
|
| |
1,530,420
|
| |
$12.21
|
| |
311,755
|
Equity compensation plans not approved by security holders
|
| |
120,477
|
| |
$7.53
|
| |
442,173
|
Total
|
| |
1,650,897
|
| |
$11.87
|
| |
753,928
|
•
|
the amounts exceeded or will exceed the lesser of $120,000 and 1% of the average of PDS’s total assets at year-end for the fiscal years ended December 31, 2020 and 2019; and
|
•
|
any of the directors, executive officers or holders of more than 5% of the respective capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
|
|
| |
Fiscal Year
Ended
2019
|
| |
Fiscal Year
Ended
2020
|
Audit Fees
|
| |
$510,000
|
| |
$555,000
|
Audit-related Fees
|
| |
—
|
| |
—
|
Tax Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
Total Fees
|
| |
$510,000
|
| |
$555,000
|
Calendar Year
|
| |
AWARDS
GRANTED
|
| |
WEIGHTED
AVERAGE
NUMBER OF
SHARES OF
COMMON
STOCK
OUTSTANDING
|
| |
BURN
RATE
|
2020
|
| |
331,407
|
| |
16,745,044
|
| |
2%
|
2019
|
| |
826,637
|
| |
4,868,079
|
| |
17%
|
2018
|
| |
194,328
|
| |
3,337,351
|
| |
6%
|
Three Year Average Burn Rate
|
| |
450,791
|
| |
8,316,825
|
| |
5%
|
•
|
Dr. Bedu-Addo was granted an option to purchase 707,800 shares
|
•
|
Dr. Conn was granted an option to purchase 122,400 shares
|
•
|
Dr. Wood was granted an option to purchase 210,500 shares
|
NAME AND POSITION
|
| |
Dollar Value
|
| |
Number of Shares(2)
|
FRANK BEDU-ADDO, PH.D.
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
|
| |
$1,719,954(1)
|
| |
707,800
|
GREGORY L. CONN, PH.D.
CHIEF SCIENTIFIC OFFICER
|
| |
$297,432(1)
|
| |
122,400
|
LAUREN V. WOOD, M.D.
CHIEF MEDICAL OFFICER
|
| |
$511,515
|
| |
210,500
|
SETH L. VAN VOORHEES, PH.D.
CHIEF FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER
|
| |
$0(1)
|
| |
0
|
ALL CURRENT EXECUTIVE OFFICERS AS A GROUP(4)
|
| |
$2,528,901(1)
|
| |
1,040,700
|
ALL CURRENT DIRECTORS WHO ARE NOT EXECUTIVE OFFICERS AS A GROUP(5)
|
| |
—(3)
|
| |
54,000
|
ALL EMPLOYEES, INCLUDING ALL CURRENT OFFICERS WHO ARE NOT EXECUTIVE OFFICERS, AS A GROUP
|
| |
$315,730
|
| |
129,930
|
(1)
|
The dollar value was calculated by multiplying the Number of Shares from the adjacent column by $2.43, which was the closing price per share of PDS common stock on December 8, 2020.
|
(2)
|
This column corresponds to the number of stock options subject to the Continent Grants and the number of stock options subject to the 2021 Director Grants.
|
(3)
|
The dollar value for the 2021 Director Grants will not be determinable until the date of grant.
|
(4)
|
The amounts in this row are the aggregate of the Contingent Grants.
|
(5)
|
The amounts in this row are the aggregate of the 2021 Director Grants, which consist of an annual grants equal to 9,000 stock options, which are intended to be granted to each non-employee director, subject to the director’s election or re-election at the Annual Meeting.
|
•
|
If the disposition of such shares occurs more than two years after the date of grant of the ISO and more than one year after the date of exercise, any gain or loss recognized upon such disposition will be long-term capital gain or loss and the company or a subsidiary, as applicable, will not be entitled to any income tax deduction with respect to such ISO.
|
•
|
If the disposition of such shares occurs within two years after the date of grant of the incentive stock option or within one year after the date of exercise, or a disqualifying disposition, the excess, if any, of the amount recognized over the option price will be treated as taxable income to the participant and, subject to Section 162(m) of the Code, the company or one of its subsidiaries will be entitled to a deduction equal to the amount of ordinary income recognized by the option holder. The amount of ordinary income recognized by the option holder in a disqualifying disposition (and the corresponding deduction to the company or a subsidiary, as applicable) is limited to the lesser of the gain on such sale and the difference between the fair market value of the shares on the date of exercise and the option price. Any gain recognized in excess of this amount will be treated as short-term or long-term capital gain (depending upon whether the shares have been held for more than one year).
|
•
|
If the option price exceeds the amount recognized upon such a disposition, the difference will be short-term or long-term capital loss (depending upon whether the shares have been held for more than one year).
|