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20 Firstfield Road
Gaithersburg, MD 20878 T 240-268-2000 F 240-268-2100 www.novavax.com |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDERS ANNUAL MEETING TO BE HELD ON JUNE 28, 2019:
Notice of Annual Meeting, Proxy Statement, and Annual Report are available free of charge at
http://www.viewproxy.com/Novavax/2019 |
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | | | | | | | |
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EXECUTIVE OFFICERS AND COMPENSATION | | | | | | | |
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SECURITY OWNERSHIP INFORMATION | | | | | | | |
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OTHER PROXY PROPOSALS | | | | | | | |
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ADDITIONAL INFORMATION | | | | | | | |
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| | | | A-1 | | | |
| | | | B-1 | | |
Proposal
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Board
Recommendation |
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No. 1 — Election of Directors | | |
For all nominees
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No. 2 — The approval, on an advisory basis, of the compensation paid to our Named Executive Officers
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For
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No. 3 — Amendment and Restatement of the 2015 Stock Plan | | |
For
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No. 4 — Amendment and Restatement of the ESPP | | |
For
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No. 5 — Ratification of Ernst & Young LLP as Independent Auditors for 2019 | | |
For
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Proposal
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Vote Required
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Broker
Non-Votes Allowed |
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Abstentions
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You May Vote
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No. 1 — Election of Directors | | |
Plurality of Votes Cast
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No
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No Effect
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FOR or
WITHHOLD |
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No. 2 — The approval, on an advisory basis, of the compensation paid to our Named Executive Officers
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Majority of Votes Cast
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No
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No Effect
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FOR,
AGAINST, ABSTAIN |
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No. 3 — Amendment and Restatement of the 2015 Stock Plan
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Majority of Votes Cast
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No
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No Effect
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FOR,
AGAINST, ABSTAIN |
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No. 4 — Amendment and Restatement of the ESPP
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Majority of Votes Cast
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No
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No Effect
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FOR,
AGAINST, ABSTAIN |
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No. 5 — Ratification of Ernst & Young LLP as Independent Auditors for 2019
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Majority of Votes Cast
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Yes
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No Effect
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FOR,
AGAINST, ABSTAIN |
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| RACHEL K. KING | | |||
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Age: 59 Year First Elected Director: 2018
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Founder and Chief Executive officer of GlycoMimetics, Inc. since 2003. Mrs. King was an Executive in Residence at New Enterprise Associates (“NEA”), one of the nation’s leading venture capital firms. Mrs. King joined NEA after serving as a Senior Vice President of Novartis Corporation. Before Novartis, Mrs. King spent ten years with Genetic Therapy, Inc. (“GTI”) through the company’s early stage, initial public offering, and eventual sale to Novartis, after which she ran GTI as a wholly owned subsidiary of Novartis. Mrs. King worked previously at ALZA Corporation and Bain and Company.
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Other Directorships:
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Mrs. King currently serves on the executive committee of the Biotechnology Innovation Organization. She also sits on the Board of Directors of the University of Maryland BioPark.
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Education:
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Mrs. King received her Bachelors of Arts degree from Dartmouth College and her Masters in Business Administration from Harvard Business School.
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Skills/Qualifications:
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We believe that Mrs. King is well-suited to serve on our Board due to her successful growth and development of businesses and products, experience as a chief executive officer of a public company, her significant experience in governance, legal, and risk management, and reading and understanding financial statements.
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| MICHAEL A. MCMANUS, JR., J.D. | | |||
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Age: 76 Year First Elected Director: 1998
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Former President and Chief Executive Officer of Misonix, Inc. from 1999 to 2016. Mr. McManus served as President, Chief Executive Officer and Director of New York Bancorp Inc. from 1991 through March 1998. He also served as President and Chief Executive Officer of Home Federal Savings Bank, the principal subsidiary of New York Bancorp Inc., from February 1995 through March 1998. From 1990 through November 1991, Mr. McManus was President and Chief Executive Officer of Jamcor Pharmaceuticals Inc. Mr. McManus served as an Assistant to the President of the United States from 1982 to 1985 and held positions with Pfizer Inc. and Revlon Group. Mr. McManus served in the U.S. Army Infantry from 1968 through 1970. Mr. McManus is a recipient of the Ellis Island Medal of Honor.
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Other Directorships:
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Mr. McManus serves as a member of the board of directors of The Eastern Company.
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Education:
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Mr. McManus received a B.A. in economics from the University of Notre Dame and a J.D. from the Georgetown University Law Center.
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Skills/Qualifications:
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We believe that Mr. McManus is well-suited to serve on our Board due to his successful growth and development of businesses and products, experience as a chief executive officer of a public company, his significant experience in governance, legal, and risk management, and reading and understanding financial statements.
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| JAMES F. YOUNG, PH.D. | | |||
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Age: 66 Year First Elected Director: 2010
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Former Chairman of the Board and Chief Executive Officer of Targeted Microwave Solutions, Inc. from 2016 to 2018. Former President, Research and Development, at MedImmune, Inc. Dr. Young has been Chairman of the Board of Novavax, Inc. since April 2011 and a Director since April 2010. Dr. Young held the position of President, Research and Development, at MedImmune, Inc. from 2000 until 2008 and previously served as Executive Vice President, Research and Development from 1999 to 2000, Senior Vice President from 1995 to 1999, and as Senior Vice President, Research and Development from 1989 to 1995.
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Other Directorships:
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Dr. Young serves as a member of the boards of CannaRoyalty Corp. and 3-V Biosciences, Inc., a privately-held biopharmaceutical company.
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Education:
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Dr. Young received B.S. degrees in general science and biology from Villanova University, as well as a Ph.D. in microbiology and immunology from Baylor College of Medicine.
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Skills/Qualifications:
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We believe that Dr. Young is well-suited to serve on our Board due to his years of experience in the fields of molecular genetics, microbiology, immunology, and pharmaceutical development. In addition, Dr. Young brings extensive scientific background and experiences, particularly in the areas of vaccine research and development.
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| STANLEY C. ERCK | | |||
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Age: 71 Year First Elected Director: 2009
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President and Chief Executive Officer of Novavax, Inc. since April 2011 and a Director since June 2009, and previously served as Executive Chairman from February 2010 to April 2011 and Interim Chief Financial Officer from November 2017 to March 2018. From 2000 to 2008, Mr. Erck served as President and Chief Executive Officer of Iomai Corporation, a developer of vaccines and immune system therapies, which was acquired in 2008 by Intercell AG. He also previously held leadership positions at Procept, a publicly traded immunology company, Integrated Genetics, now Sanofi Genzyme, and Baxter International.
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Other Directorships:
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Mr. Erck serves as a member of the boards of MaxCyte, Inc. and MDBio Foundation.
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Education:
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Mr. Erck received a B.S. in economics from the University of Illinois and a M.B.A from the University of Chicago.
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Skills/Qualifications:
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We believe that Mr. Erck is well-suited to serve on our Board due to his leadership experience in the biotechnology industry, having held chief executive officer positions for several companies, and his extensive experience of serving on other companies’ boards.
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| RAJIV I. MODI, PH.D. | | |||
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Age: 58 Year First Elected Director: 2009
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Chairman and Managing Director of Cadila Pharmaceuticals, Ltd. (“Cadila”), a company organized in India, since 1995. Dr. Modi was elected to Novavax, Inc.’s Board based upon his relationship with the Company’s largest stockholder at the time. As of April 25, 2019, Satellite Overseas (Holdings) Limited, a subsidiary of Cadila, holds less than one percent of the Company’s outstanding Common Stock. Dr. Modi serves as a member of the boards of other Cadila group companies.
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Other Directorships:
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Dr. Modi serves as a member of the boards of Energy Hunter Resources, Inc. and Cadila.
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Education:
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Dr. Modi received a bachelor’s degree of technology in chemical engineering from the Indian Institute of Technology, a master’s degree in biological engineering from University College, London, and a Ph.D. in biological science from the University of Michigan.
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Skills/Qualifications:
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We believe that Dr. Modi is well-suited to serve on our Board due to his extensive leadership experience, as well as technical expertise in the development and manufacturing of pharmaceutical products. He also brings broad experience in international joint ventures and pharmaceutical sales.
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| RICHARD H. DOUGLAS, PH.D. | | |||
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Age: 66 Year First Elected Director: 2010
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Former Senior Vice President, Corporate Development, Genzyme Corporation. From 1989 to 2011, Dr. Douglas led Genzyme Corporation’s Corporate Development team, and was involved in numerous acquisitions, licenses, financings, joint ventures, and strategic alliances. From 1982 until its merger with Genzyme Corporation in 1989 (now Sanofi Genzyme), Dr. Douglas served in science and corporate development capacities at Integrated Genetics. Dr. Douglas was a postdoctoral fellow in Dr. Leroy Hood’s laboratory at the California Institute of Technology.
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Other Directorships:
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Dr. Douglas serves as a member of the boards of University of Michigan Technology Transfer National Advisory Board, Aldeyra Therapeutics, Inc., and MaxCyte, Inc.
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Education:
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Dr. Douglas received a B.S. in chemistry from the University of Michigan and a Ph.D. in biochemistry from the University of California, Berkeley.
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Skills/Qualifications:
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We believe that Dr. Douglas is well-suited to serve on our Board due to his significant business experience and scientific background.
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| GARY C. EVANS | | |||
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Age: 62 Year First Elected Director: 1998
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Chairman of the Board and Chief Executive Officer of Energy Hunter Resources, Inc., a Dallas based oil and gas exploration and production company, since May 2016. From May 2009 until May 2016, Mr. Evans served as Chairman of the Board and Chief Executive Officer of Magnum Hunter Resources Corporation (“Magnum Hunter”). In December 2015, Magnum Hunter filed for Chapter 11 bankruptcy and exited restructuring in May 2016 under Mr. Evans’ leadership. Mr. Evans was also founder and CEO of Eureka Hunter Holdings, LLC, Magnum Hunter Resources Inc., Wind Hunter Energy, LLC, and GreenHunter Energy, Inc. Mr. Evans was inducted into the World Hall of Fame for Ernst & Young Entrepreneurs. He was also recognized as the Energy Industry Leader of the year in 2013 and chosen by Finance Monthly in 2013 as one of the most respected CEO’s. Mr. Evans was chosen as the Best CEO in the “Large Company” category by Texas Top Producers in 2013 and won the Deal Maker of the Year Award in 2013 by Finance Monthly.
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Other Directorships:
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Mr. Evans serves as a member of the board of directors of Energy Hunter Resources, Inc., and on the Advisory Board of the Maguire Energy Institute at Southern Methodist University.
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Skills/Qualifications:
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We believe that Mr. Evans is well-suited to serve on our Board due to his entrepreneurial experience in the development of a number of companies as well as his extensive leadership experience and his aptitude for reading and understanding financial statements.
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Director
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Audit
Committee |
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Compensation
Committee |
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Nominating
and Corporate Governance Committee |
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Richard H. Douglas, Ph.D.
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Member
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Member
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—
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Stanley C. Erck
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—
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—
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—
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Gary C. Evans
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Member
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—
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Chair
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Rachel K. King
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—
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Member
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Member
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Michael A. McManus, Jr., J.D.
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Chair
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Member
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Member
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Rajiv I. Modi, Ph.D.
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—
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—
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—
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James F. Young, Ph.D.
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—
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Chair
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Member
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Fee(s)
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2018 Amount
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Annual Director Retainer | | | $40,000 – Non-Employee Director | |
Annual Chairperson Retainer | | | $35,000 – Board | |
| | | $20,000 – Audit Committee | |
| | | $15,000 – Compensation Committee | |
| | | $10,000 – Nominating and Corporate Governance Committee | |
Committee Member Retainer | | | $10,000 – Audit Committee | |
| | | $7,500 – Compensation Committee | |
| | | $5,000 – Nominating and Corporate Governance Committee | |
Board and Committee Meetings | | | Directors do not receive compensation for attending meetings. Directors are reimbursed for reasonable costs and expenses incurred in connection with attending any Board or committee meetings or any other Company related business activities. | |
Name
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Annual Retainer
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Richard H. Douglas, Ph.D. | | | Cash account – 0% | |
| | | Company Common Stock account – 100% | |
Name
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Fees Earned or
Paid in Cash (1) ($) |
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Option
Awards (2) ($) |
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Total
($) |
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Richard H. Douglas, Ph.D.
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| | | | 57,375 | | | | | | 169,803 | | | | | | 227,178 | | |
Gary C. Evans
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| | | | 59,875 | | | | | | 169,803 | | | | | | 229,678 | | |
Rachel King
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| | | | 7,413 | | | | | | 231,248 | | | | | | 238,661 | | |
Michael A. McManus, Jr., J.D.
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| | | | 71,875 | | | | | | 169,803 | | | | | | 241,678 | | |
Rajiv I. Modi, Ph.D.
(3)
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| | | | — | | | | | | — | | | | | | — | | |
James Young, Ph.D.
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| | | | 94,375 | | | | | | 377,340 | | | | | | 471,715 | | |
Name
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Age
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Title
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Stanley C. Erck | | |
71
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| | President and Chief Executive Officer and Director | |
John J. Trizzino | | |
59
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| | Senior Vice President, Chief Business Officer and Chief Financial Officer and Treasurer | |
Gregory M. Glenn, M.D. | | |
65
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| | President, Research and Development | |
John A. Herrmann III | | |
53
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| | Senior Vice President, General Counsel and Corporate Secretary | |
2018 Objective
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Weight
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Achievement
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Percent
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Explanation
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Execute on RSV vaccine development plans | | |
70%
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| | Partially met objective | | |
35%
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| | Although Phase 3 demonstrated efficacy, failed to meet primary objective. | |
Execute on influenza vaccine development plans | | |
20%
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| | Partially met objective | | |
16%
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| | Successful Phase 2 NanoFlu results, although delayed in FDA confirmation of accelerated approval pathway for licensure. | |
Complete financing to end 2018 on budget | | |
10%
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Met objective
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10%
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| | Raised cash opportunistically and stayed on 2018 budget. | |
Total
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100%
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61%
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Executive
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Base
Salary ($) |
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Percentage
Increase in Base Salary from December 31, 2017 (%) |
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Stanley C. Erck
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| | | | 642,720 | | | | | | 3.0 | | |
John J. Trizzino
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| | | | 382,104 | | | | | | 4.4 | | |
Gregory M. Glenn, M.D.
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| | | | 463,500 | | | | | | 3.0 | | |
John A. Herrmann III
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| | | | 370,260 | | | | | | 8.9 (1) | | |
Executive
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Bonus Target
as Percentage of Base Salary (%) |
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Incentive Cash
Bonus Award Received ($) |
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Stanley C. Erck
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| | | | 60.0 | | | | | | — | | |
John J. Trizzino
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| | | | 40.0 | | | | | | 53,498 | | |
Gregory M. Glenn, M.D.
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| | | | 50.0 | | | | | | 79,142 | | |
John A. Herrmann III
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| | | | 40.0 | | | | | | 51,321 | | |
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Number of
Shares |
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Non-vested at December 31, 2015
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Granted
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| | | | 1,100,000 | | |
Vested
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Forfeited
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Non-vested at December 31, 2016
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| | | | 1,100,000 | | |
Granted
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Vested
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Forfeited
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| | | | (125,000 ) | | |
Non-vested at December 31, 2017
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| | | | 975,000 | | |
Granted
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Vested
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Forfeited
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Non-vested at December 31, 2018
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| | | | 975,000 | | |
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Executive
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Time-Vesting
Restricted Stock Units (1) |
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Performance-Based
Restricted Stock Units (2) |
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Stanley C. Erck
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| | | | — | | | | | | 607,248 | | |
John J. Trizzino
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| | | | 102,861 | | | | | | 46,887 | | |
Gregory M. Glenn, M.D.
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| | | | 152,166 | | | | | | 76,083 | | |
John A. Herrmann III
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| | | | 98,676 | | | | | | 44,979 | | |
Name and Principal Position
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Year
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Salary
(1)
($) |
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Option
Awards (2) ($) |
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Non-Equity
Incentive Plan Compensation (3) ($) |
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All Other
Compensation (4) ($) |
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Total
($) |
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Stanley C. Erck
President and CEO |
| | | | 2018 | | | | | | 638,040 | | | | | | 3,509,358 | | | | | | — | | | | | | 11,000 | | | | | | 4,158,398 | | |
| | | 2017 | | | | | | 624,000 | | | | | | 1,753,125 | | | | | | 383,760 | | | | | | 10,800 | | | | | | 2,771,685 | | | ||
| | | 2016 | | | | | | 618,000 | | | | | | 3,252,440 | | | | | | — | | | | | | 7,379 | | | | | | 3,877,819 | | | ||
John J. Trizzino
SVP, Chief Business Officer and CFO and Treasurer |
| | | | 2018 | | | | | | 378,078 | | | | | | 890,700 | | | | | | 53,498 | | | | | | 7,500 | | | | | | 1,329,776 | | |
| | | 2017 | | | | | | 366,102 | | | | | | 425,000 | | | | | | 149,145 | | | | | | 7,500 | | | | | | 947,747 | | | ||
| | | 2016 | | | | | | 359,500 | | | | | | 790,315 | | | | | | — | | | | | | 7,387 | | | | | | 1,157,202 | | | ||
Gregory M. Glenn, M.D.
President, Research and Development |
| | | | 2018 | | | | | | 460,125 | | | | | | 1,131,189 | | | | | | 79,142 | | | | | | 11,000 | | | | | | 1,681,456 | | |
| | | 2017 | | | | | | 450,000 | | | | | | 531,250 | | | | | | 229,500 | | | | | | 10,500 | | | | | | 1,221,250 | | | ||
| | | 2016 | | | | | | 441,250 | | | | | | 1,193,920 | | | | | | — | | | | | | 7,500 | | | | | | 1,642,670 | | | ||
John A. Herrmann III
SVP, General Counsel and Corporate Secretary |
| | | | 2018 | | | | | | 362,695 | | | | | | 712,560 | | | | | | 51,321 | | | | | | 11,000 | | | | | | 1,137,576 | | |
| | | 2017 | | | | | | 340,000 | | | | | | 425,000 | | | | | | 138,550 | | | | | | 9,767 | | | | | | 913,317 | | | ||
| | | 2016 | | | | | | 335,000 | | | | | | 790,315 | | | | | | — | | | | | | 7,500 | | | | | | 1,132,815 | | |
Name
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Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1) |
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Grant
Date |
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All Other
Option Awards: Number of Securities Underlying Options (2) (#) |
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Exercise or
Base Price of Option Awards (3) ($/Sh) |
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Grant Date
Fair Value of Stock and Option Awards (4) ($) |
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Target
($) |
| |
Maximum
($) |
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Stanley C. Erck
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| | | | 382,824 | | | | | | 478,530 | | | | | | 12/13/2018 | | | | | | 1,970,000 | | | | | | 2.30 | | | | | | 3,509,358 | | |
John J. Trizzino
|
| | | | 151,231 | | | | | | 189,039 | | | | | | 12/13/2018 | | | | | | 500,000 | | | | | | 2.30 | | | | | | 890,700 | | |
Gregory M. Glenn, M.D.
|
| | | | 230,062 | | | | | | 287,578 | | | | | | 12/13/2018 | | | | | | 635,000 | | | | | | 2.30 | | | | | | 1,131,189 | | |
John A. Herrmann III
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| | | | 145,078 | | | | | | 181,348 | | | | | | 12/13/2018 | | | | | | 400,000 | | | | | | 2.30 | | | | | | 712,560 | | |
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Option Awards
(1)
|
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Name
|
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Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Stanley C. Erck
|
| | | | 6/24/2009 | | | | | | 20,000 | | | | | | — | | | | | | | | | | | | 2.44 | | | | | | 6/24/2019 (2) | | |
| | | | | 2/15/2010 | | | | | | 150,000 | | | | | | — | | | | | | | | | | | | 2.40 | | | | | | 2/15/2020 (3) | | |
| | | | | 6/22/2011 | | | | | | 850,000 | | | | | | — | | | | | | | | | | | | 1.99 | | | | | | 6/22/2021 | | |
| | | | | 3/1/2012 | | | | | | 500,000 | | | | | | — | | | | | | | | | | | | 1.28 | | | | | | 3/1/2022 | | |
| | | | | 3/2/2013 | | | | | | 900,000 | | | | | | — | | | | | | | | | | | | 1.83 | | | | | | 3/2/2023 | | |
| | | | | 3/6/2014 | | | | | | 900,000 | | | | | | — | | | | | | | | | | | | 6.05 | | | | | | 3/6/2024 | | |
| | | | | 3/5/2015 | | | | | | 675,000 | | | | | | 225,000 | | | | | | | | | | | | 8.94 | | | | | | 3/5/2025 | | |
| | | | | 3/15/2016 | | | | | | 618,750 | | | | | | 281,250 | | | | | | | | | | | | 4.99 | | | | | | 3/15/2026 (4) | | |
| | | | | 11/14/2016 | | | | | | 286,458 | | | | | | 263,542 | | | | | | | | | | | | 1.35 | | | | | | 11/14/2026 (4) | | |
| | | | | 11/14/2016 | | | | | | — | | | | | | — | | | | | | 550,000 | | | | | | 1.35 | | | | | | 11/14/2026 (5) | | |
| | | | | 12/15/2017 | | | | | | 412,500 | | | | | | 1,237,500 | | | | | | | | | | | | 1.38 | | | | | | 12/15/2027 (4) | | |
| | | | | 12/13/2018 | | | | | | — | | | | | | 1,970,000 | | | | | | | | | | | | 2.30 | | | | | | 12/13/2028 (4) | | |
John J. Trizzino
|
| | | | 3/10/2014 | | | | | | 300,000 | | | | | | — | | | | | | | | | | | | 5.86 | | | | | | 3/10/2024 | | |
| | | | | 3/5/2015 | | | | | | 150,000 | | | | | | 50,000 | | | | | | | | | | | | 8.94 | | | | | | 3/5/2025 | | |
| | | | | 3/15/2016 | | | | | | 154,688 | | | | | | 70,312 | | | | | | | | | | | | 4.99 | | | | | | 3/15/2026 (4) | | |
| | | | | 11/14/2016 | | | | | | 65,104 | | | | | | 59,896 | | | | | | | | | | | | 1.35 | | | | | | 11/14/2026 (4) | | |
| | | | | 11/14/2016 | | | | | | — | | | | | | — | | | | | | 125,000 | | | | | | 1.35 | | | | | | 11/14/2026 (5) | | |
| | | | | 12/15/2017 | | | | | | 100,000 | | | | | | 300,000 | | | | | | | | | | | | 1.38 | | | | | | 12/15/2027 (4) | | |
| | | | | 12/13/2018 | | | | | | — | | | | | | 500,000 | | | | | | | | | | | | 2.30 | | | | | | 12/13/2028 (4) | | |
Gregory M. Glenn, M.D.
|
| | | | 7/1/2010 | | | | | | 335,000 | | | | | | — | | | | | | | | | | | | 2.11 | | | | | | 7/1/2020 (6) | | |
| | | | | 3/10/2011 | | | | | | 64,000 | | | | | | — | | | | | | | | | | | | 2.50 | | | | | | 3/10/2021 | | |
| | | | | 3/1/2012 | | | | | | 150,000 | | | | | | — | | | | | | | | | | | | 1.28 | | | | | | 3/1/2022 | | |
| | | | | 3/2/2013 | | | | | | 88,114 | | | | | | — | | | | | | | | | | | | 1.83 | | | | | | 3/2/2023 | | |
| | | | | 3/6/2014 | | | | | | 175,000 | | | | | | — | | | | | | | | | | | | 6.05 | | | | | | 3/6/2024 | | |
| | | | | 3/5/2015 | | | | | | 225,000 | | | | | | 75,000 | | | | | | | | | | | | 8.94 | | | | | | 3/5/2025 | | |
| | | | | 3/15/2016 | | | | | | 240,625 | | | | | | 109,375 | | | | | | | | | | | | 4.99 | | | | | | 3/15/2026 (4) | | |
| | | | | 11/14/2016 | | | | | | 91,146 | | | | | | 83,854 | | | | | | | | | | | | 1.35 | | | | | | 11/14/2026 (4) | | |
| | | | | 11/14/2016 | | | | | | — | | | | | | — | | | | | | 175,000 | | | | | | 1.35 | | | | | | 11/14/2026 (5) | | |
| | | | | 12/15/2017 | | | | | | 125,000 | | | | | | 375,000 | | | | | | | | | | | | 1.38 | | | | | | 12/15/2027 (4) | | |
| | | | | 12/13/2018 | | | | | | — | | | | | | 635,000 | | | | | | | | | | | | 2.30 | | | | | | 12/13/2028 (4) | | |
| | | | | | | | |
Option Awards
(1)
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| ||||||||||||||||||
John A. Herrmann III
|
| | | | 4/15/2010 | | | | | | 75,000 | | | | | | — | | | | | | | | | | | | 2.66 | | | | | | 4/15/2020 | | |
| | | | | 3/10/2011 | | | | | | 20,000 | | | | | | — | | | | | | | | | | | | 2.50 | | | | | | 3/10/2021 | | |
| | | | | 3/1/2012 | | | | | | 150,000 | | | | | | — | | | | | | | | | | | | 1.28 | | | | | | 3/1/2022 | | |
| | | | | 3/2/2013 | | | | | | 150,000 | | | | | | — | | | | | | | | | | | | 1.83 | | | | | | 3/2/2023 | | |
| | | | | 3/6/2014 | | | | | | 150,000 | | | | | | — | | | | | | | | | | | | 6.05 | | | | | | 3/6/2024 | | |
| | | | | 6/12/2014 | | | | | | 50,000 | | | | | | — | | | | | | | | | | | | 4.55 | | | | | | 6/12/2024 | | |
| | | | | 3/5/2015 | | | | | | 150,000 | | | | | | 50,000 | | | | | | | | | | | | 8.94 | | | | | | 3/5/2025 | | |
| | | | | 3/15/2016 | | | | | | 154,688 | | | | | | 70,312 | | | | | | | | | | | | 4.99 | | | | | | 3/15/2026 (4) | | |
| | | | | 11/14/2016 | | | | | | 65,104 | | | | | | 59,896 | | | | | | | | | | | | 1.35 | | | | | | 11/14/2026 (4) | | |
| | | | | 11/14/2016 | | | | | | — | | | | | | — | | | | | | 125,000 | | | | | | 1.35 | | | | | | 11/14/2026 (5) | | |
| | | | | 12/15/2017 | | | | | | 100,000 | | | | | | 300,000 | | | | | | | | | | | | 1.38 | | | | | | 12/15/2027 (4) | | |
| | | | | 12/13/2018 | | | | | | — | | | | | | 400,000 | | | | | | | | | | | | 2.30 | | | | | | 12/13/2028 (4) | | |
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) |
| |
Weighted-
Average Exercise Price of Outstanding Options, Warrants, and Rights (b) |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities in Column (a)) (c) |
| |||||||||
Equity compensation plans approved by security holders
(1)
|
| | | | 59,509,610 | | | | | $ | 3.15 | | | | | | 11,184,100 | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 59,509,610 | | | | | $ | 3.15 | | | | | | 11,184,100 | | |
| | | | | |
Severance
(1)(2)
|
| |||
Executive
|
| |
Protected Period
|
| |
Payment
|
| |
Continuation of
Benefits Period |
|
Stanley C. Erck
|
| |
24 months
|
| |
24 months salary
|
| |
18 months
|
|
John J. Trizzino
|
| |
12 months
|
| |
12 months salary
|
| |
12 months
|
|
Gregory M. Glenn, M.D.
|
| |
12 months
|
| |
12 months salary
|
| |
12 months
|
|
John A. Herrmann III
|
| |
12 months
|
| |
12 months salary
|
| |
12 months
|
|
Term
|
| |
Definition
|
|
Involuntary Termination without Cause
|
| | The termination of an eligible employee’s employment which is initiated by the Company for a reason other than Cause. | |
Cause
|
| |
•
Conviction of, a guilty plea with respect to, or a plea of nolo contendere to a charge that the eligible employee has committed a felony under the laws of the United States or of any state or a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement, or any crime that results in or is intended to result in personal enrichment at the expense of the Company;
|
|
| | |
•
Material breach of any agreement entered into between the eligible employee and the Company that impairs the Company’s interest therein;
|
|
| | |
•
Willful misconduct, significant failure to perform the eligible employee’s duties, or gross neglect by the eligible employee of the eligible employee’s duties; or
|
|
| | |
•
Engagement in any activity that constitutes a material conflict of interest with the Company.
|
|
Constructive Termination
|
| | A termination initiated by an eligible employee because any of the following events or conditions has occurred: | |
| | |
•
a change in the eligible employee’s position or responsibilities (including reporting responsibilities) which represents an adverse change from the eligible employee’s position or responsibilities as in effect immediately preceding the effective date of a Change in Control or at any time thereafter; the assignment to the eligible employee of any duties or responsibilities which are inconsistent with the eligible employee’s position or responsibilities as in effect immediately preceding the effective date of a Change in Control or at any time thereafter; except in connection with the termination of the eligible employee’s employment for Cause or the termination of an eligible employee’s employment because of an eligible employee’s disability or death, or except resulting from a voluntary
|
|
Term
|
| |
Definition
|
|
| | |
termination by the employee other than as a result of a Constructive Termination;
|
|
| | |
•
a material reduction in the eligible employee’s pay or any material failure to pay the eligible employee any compensation or benefits to which the eligible employee is entitled within five (5) days of the date due;
|
|
| | |
•
the Company’s requiring the eligible employee to relocate his principal worksite to any place outside a fifty (50) mile radius of the eligible employee’s current worksite, except for reasonably required travel on the business of the Company or its affiliates which is not materially greater than such travel requirements prior to the Change in Control;
|
|
| | |
•
the failure by the Company to continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which the eligible employee was participating immediately preceding the effective date of a Change in Control or at any time thereafter, unless such plan is replaced with a plan that provides substantially equivalent compensation or benefits to the eligible employee;
|
|
| | |
•
any material breach by the Company of any provision of the Severance Plan; or
|
|
| | |
•
the failure of the Company to obtain an agreement, from any successors and assigns to assume and agree to perform the obligations created under the Severance Plan as a result of a Change in Control.
|
|
Change in Control
|
| |
•
A sale, lease, license, or other disposition of all or substantially all of the assets of the Company;
|
|
| | |
•
A consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger, or reorganization, own less than fifty percent (50%) of the outstanding voting power of the surviving entity and its parent following the consolidation, merger, or reorganization;
|
|
| | |
•
Any transaction or series of related transactions involving a person or entity, or a group of affiliated persons or entities (but excluding any employee benefit plan or related trust sponsored or maintained by the Company or an affiliate) in which such persons or entities that were not stockholders of the Company immediately prior to their acquisition of the Company securities as part of such transaction become the owners, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation, or similar transaction and other than as part of a private financing transaction by the Company; or
|
|
| | |
•
A change in the Incumbent Board, which occurs if the existing members of the Board on the date the Severance Plan was initially adopted by the Board (the “Incumbent Board”) cease to constitute at least a majority of the members of the Board, provided, however, that any new Board member shall be considered a member of the Incumbent Board for this purpose if the appointment or election (or nomination for such election) of the new Board member is approved or recommended by a majority vote of the members of the Incumbent Board who are then still in office.
|
|
| | | | | |
Triggering Event
|
| |||||||||||||||
Executive
|
| |
Benefit
|
| |
Termination
Other Than for Cause (1) ($) |
| |
Termination
For Cause (2) ($) |
| |
Termination in
Connection with a Change in Control (3) ($) |
| |||||||||
Stanley C. Erck
|
| |
Severance Payment
|
| | | | 964,080 | | | | | | — | | | | | | 1,285,440 | | |
| | | Bonus | | | | | — | | | | | | — | | | | | | 771,264 (4) | | |
| | | Equity Awards | | | | | 483,942 | | | | | | — | | | | | | 967,885 (5) | | |
| | | Health Insurance | | | | | 28,047 (6) | | | | | | — | | | | | | 28,047 (6) | | |
| | | Total | | | | | 1,476,069 | | | | | | — | | | | | | 3,052,636 | | |
John J. Trizzino
|
| |
Severance Payment
|
| | | | 382,104 | | | | | | — | | | | | | 382,104 | | |
| | | Bonus | | | | | — | | | | | | — | | | | | | 152,842 (4) | | |
| | | Equity Awards | | | | | — | | | | | | — | | | | | | 228,599 (5) | | |
| | | Health Insurance | | | | | — | | | | | | — | | | | | | 18,698 (6) | | |
| | | Total | | | | | 382,104 | | | | | | — | | | | | | 782,243 | | |
Gregory M. Glenn, M.D.
|
| |
Severance Payment
|
| | | | 463,500 | | | | | | — | | | | | | 463,500 | | |
| | | Bonus | | | | | — | | | | | | — | | | | | | 231,750 (4) | | |
| | | Equity Awards | | | | | — | | | | | | — | | | | | | 299,339 (5) | | |
| | | Health Insurance | | | | | — | | | | | | — | | | | | | 18,698 (6) | | |
| | | Total | | | | | 463,500 | | | | | | — | | | | | | 1,013,287 | | |
John A. Herrmann III
|
| |
Severance Payment
|
| | | | 370,260 | | | | | | — | | | | | | 370,260 | | |
| | | Bonus | | | | | — | | | | | | — | | | | | | 148,104 (4) | | |
| | | Equity Awards | | | | | — | | | | | | — | | | | | | 228,599 (5) | | |
| | | Health Insurance | | | | | — | | | | | | — | | | | | | 15,467 (6) | | |
| | | Total | | | | | 370,260 | | | | | | — | | | | | | 762,430 | | |
|
Beneficial Owner
(1)
|
| |
Shares of
Common Stock Beneficially Owned (2) |
| |
Percentage of
Class Outstanding (3) |
| ||||||
5% or Greater Stockholders | | | | | | | | | | | | | |
BlackRock, Inc.
(4)
|
| | | | 32,395,731 | | | | | | 6.9 | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Richard H. Douglas, Ph.D.
(5)
|
| | | | 920,000 | | | | | | * | | |
Gary C. Evans
(6)
|
| | | | 661,979 | | | | | | * | | |
Rachel K. King
(7)
|
| | | | 86,000 | | | | | | * | | |
Michael A. McManus, Jr.
(8)
|
| | | | 552,590 | | | | | | * | | |
Rajiv I. Modi, Ph.D.
(9)
|
| | | | 2,500,000 | | | | | | * | | |
James F. Young, Ph.D.
(10)
|
| | | | 1,065,000 | | | | | | * | | |
Stanley C. Erck
(11)
|
| | | | 6,253,487 | | | | | | 1.3 | | |
Gregory M. Glenn, M.D.
(12)
|
| | | | 1,770,396 | | | | | | * | | |
John A. Herrmann III
(13)
|
| | | | 1,215,614 | | | | | | * | | |
John J. Trizzino
(14)
|
| | | | 1,052,507 | | | | | | * | | |
All directors and executive officers as a group (10 persons)
(15)
|
| | | | 16,077,573 | | | | | | 3.3 | | |
| | |
Number of
shares |
| |
As a percentage
of stock outstanding on a fully diluted basis |
| ||||||
Outstanding stock options
|
| | | | 2,880,585 | | | | | | 10.9 % | | |
Outstanding restricted stock units
|
| | | | 148,229 | | | | | | 0.6 % | | |
Total shares subject to outstanding awards under the 2015 Stock Plan and the 2005 Stock Plan
|
| | | | 3,028,814 | | | | | | 11.4 % | | |
Total shares available for future awards under the 2015 Stock Plan
|
| | | | 312,659 | | | | | | 1.2 % | | |
Proposed additional shares available for future awards under the Amended 2015
Stock Plan |
| | | | 1,000,000 | | | | | | 3.6 % | | |
Total potential dilution
|
| | | | 4,341,473 | | | | | | 15.6 % | | |
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) |
| |
Weighted-
Average Exercise Price of Outstanding Options, Warrants, and Rights (b) |
| |
Weighted-
Average Remaining Term of Outstanding Options, Warrants, and Rights (c) |
| |
Number of
Restricted Stock Awards Outstanding (d) (1) |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities in Columns (a) and (d)) (e) |
| |||||||||||||||
Equity compensation plans approved by security holders
|
| | | | 2,880,585 (2) | | | | | $ | 62.44 | | | | | | 7.3 | | | | | | 148,229 | | | | | | 449,938 (3) | | |
Equity compensation plans not approved by security holders
(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 2,880,585 | | | | | $ | 62.44 | | | | | | 7.3 | | | | | | 148,229 | | | | | | 449,938 | | |
Name and Position
|
| |
Number of Units
|
| |||
Stanley C. Erck
President and Chief Executive Officer |
| | | | 1,970,000 | | |
John J. Trizzino
SVP, Chief Business Officer and Chief Financial Officer |
| | | | 500,000 | | |
Gregory M. Glenn, M.D.
President, Research and Development |
| | | | 635,000 | | |
John A. Herrmann III
SVP, General Counsel and Corporate Secretary |
| | | | 400,000 | | |
Executive Officer Group
|
| | | | 3,505,000 | | |
Non-Executive Director Group
|
| | | | 630,000 | | |
Non-Executive Officer Employee Group
|
| | | | 12,478,409 | | |
| | |
Ernst & Young LLP
|
| |||||||||
Fee Category
|
| |
2018
($) |
| |
2017
($) |
| ||||||
Audit Fees
|
| | | | 701,681 (1) | | | | | | 758,042 (2) | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | 85,347 | | | | | | 55,600 | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total Fees
|
| | | | 787,028 | | | | | | 813,642 | | |
|