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Letter to Our Stockholders
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Eloxx Pharmaceuticals, Inc.
950 Winter Street Waltham, MA 02451 |
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April 1, 2020
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Dear Stockholders:
On behalf of the Board of Directors, you are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Eloxx Pharmaceuticals, Inc. (the “Company”). The Annual Meeting will be held on Wednesday, May 20, 2020, at 1:00 p.m. Eastern Time. We have adopted a virtual format for our 2020 Annual Meeting, which will be conducted solely via live audio webcast. You will be able to attend the Annual Meeting online and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/ELOX2020. The formal Notice of Annual Meeting is set forth in the enclosed material.
The matters expected to be acted upon at the Annual Meeting are described in the attached proxy statement. During the Annual Meeting, stockholders will have the opportunity to ask questions and comment on our business operations.
We are pleased to once again offer our proxy materials over the Internet. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of Annual Meeting, proxy statement and proxy card. The Notice of Internet Availability contains instructions on how to access those documents over the Internet and how each of our stockholders can receive a paper copy of our proxy materials, if desired. By furnishing proxy materials over the Internet and conducting a virtual Annual Meeting, we are lowering the costs and reducing the environmental impact of the Annual Meeting.
It is important that your views be represented. If you request a paper proxy card, please mark, sign and date the proxy card when received and return it promptly in the self-addressed, stamped envelope we will provide. No postage is required if this envelope is mailed in the United States. You also have the option of voting your proxy via the Internet at www.proxyvote.com or by calling toll free via a touch-tone phone at 1-800-690-6903. Proxies submitted by telephone or over the Internet must be received by 11:59 p.m. Eastern Time on May 19, 2020. Although we encourage you to complete and return a proxy prior to the Annual Meeting to ensure that your vote is counted, you can attend the Annual Meeting and cast your vote online. If you vote by proxy and also attend the Annual Meeting, there is no need to vote again at the Annual Meeting unless you wish to change your vote.
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We appreciate your investment in the Company and urge you to cast your vote as soon as possible.
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Sincerely,
Gregory C. Williams, Ph.D., M.B.A.
Chief Executive Officer |
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PARTICULARS:
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DATE AND TIME:
Wednesday, May 20, 2020 at 1:00 p.m. Eastern Time |
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LOCATION:
www.virtualshareholdermeeting.com/ELOX2020 |
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PURPOSES:
(1)
to elect nine directors;
(2)
to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;
(3)
to hold an advisory vote on the compensation of our 2019 named executive officers; and
(4)
to transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
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RECORD DATE:
March 25, 2020
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HOW TO VOTE:
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Please vote via one of the methods as soon as possible to ensure that your vote is counted
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BY INTERNET
Visit www.proxyvote.com until May 19, 2020 |
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BY PHONE
Please call 1-800-690-6903 by May 19, 2020 |
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BY MAIL
Sign, date and return your proxy card in the stamped envelope provided |
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ONLINE AT THE MEETING
You can vote online at the meeting www.virtualshareholdermeeting.com/ ELOX2020 |
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BY SMART DEVICE
Scan the barcode to the left with any smart device and follow the instructions |
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Page
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| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | | | | | 1 | | |
| PROPOSAL 1 – ELECTION OF DIRECTORS | | | | | 7 | | |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | | | | | 13 | | |
| INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS | | | | | 15 | | |
| | | | | 20 | | | |
| PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | | | | | 21 | | |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | | | | | 22 | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | 23 | | |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | | | | | 25 | | |
| EXECUTIVE COMPENSATION | | | | | 26 | | |
| DIRECTOR COMPENSATION | | | | | 32 | | |
| EQUITY COMPENSATION PLAN INFORMATION | | | | | 33 | | |
| TRANSACTIONS WITH RELATED PERSONS | | | | | 34 | | |
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Proposal
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Vote Required
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Broker
Discretionary Voting Allowed |
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Election of Directors
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Majority of Votes Cast
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No
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Ratification of Deloitte & Touche LLP
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Majority of Votes Cast
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Yes
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Advisory Approval of Executive Compensation
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Majority of Votes Cast
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No
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Name
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Age(1)
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Position
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Zafrira Avnur, Ph.D.
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69
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Director
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Tomer Kariv
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59
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Chairman of the Board
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Martijn Kleijwegt
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65
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Director
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Silvia Noiman, Ph.D., M.B.A.
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64
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Director
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Ran Nussbaum
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47
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Director
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Steven Rubin
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59
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Director
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Jasbir Seehra, Ph.D.
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64
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Director
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Gadi Veinrib
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41
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Director
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Gregory C. Williams, Ph.D., M.B.A.
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61
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Director and Chief Executive Officer
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Dr. Zafrira Avnur, Ph.D.
Independent Director Compensation Committee (Chair) Nominating Committee |
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Dr. Zafrira Avnur, Ph.D. has served as a member of our Board since December 2017, and previously served as a member of the board of directors of Eloxx Pharmaceuticals, Ltd. (the “Eloxx Limited Board”) since June 2017. Dr. Avnur is the Chief Scientific Officer at Quark Venture Inc., a venture investment fund focused on life sciences investments. Prior to Quark, Dr. Avnur was the Global Head of Academic Innovation, Roche Partnering from 2009 until October 2016. Dr. Avnur was also named Global Head of Neglected Diseases Roche Partnering from 2010 until 2012. She also has created nine startup companies and serves on the board of directors of several portfolio companies. Preceding her academic innovation leadership role, Dr. Avnur assumed responsibility for scientific evaluations of partnering opportunities and started the “Finder” group for Biomarkers for all therapeutic areas at Roche. She acted as Liaison between Pharma and Diagnostic Divisions and contributed to the PHC (Personalized Health Care) initiative. Prior to her partnering roles, Dr. Avnur worked in diagnostics and pharmaceuticals research and development for nearly 20 years. She held a number of positions progressing from scientist and manager to global responsibilities. In these roles she was overseeing the advancement of compounds from the bench into the clinic, and was involved in the design and execution of early clinical studies that characterize the pharmacodynamics and clinical effects of a number of compounds. Dr. Avnur received a B.Sc. in Biology and a M.Sc. in Biology from Ben Gurion University and a Ph.D. in Immunology from the Weizmann Institute of Science. Dr. Avnur also conducted post-doctoral work at Stanford Medical Center in the Cancer Immunology Department. Our Board believes Dr. Avnur’s experience as an executive in research and development qualifies her to serve on our Board.
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Mr. Tomer Kariv
Independent Director Chairman of the Board Nominating Committee |
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Mr. Tomer Kariv is the Chairman of our Board and previously served as a member of the Eloxx Limited Board since October 2016. For the past 14 years Mr. Kariv has been the Chief Executive Officer and Co-Founder of The Pontifax Group, which established six funds with over $700 million under management and invested in over 80 portfolio companies. Mr. Kariv also serves on the board of directors of many of The Pontifax Group’s portfolio companies including: V-Wave Ltd., EyeYon Medical Ltd., Cathworks Ltd., Raziel Therapeutics Ltd., Keros Therapeutics, Inc., and LogicBio. He previously served as a Director of VBI Vaccines Inc., 89Bio Ltd., Entera Ltd., Nutrinia Ltd., Check-Cap Ltd., Headsense Medical Ltd., Macrocure Ltd., Avraham Pharmaceuticals, Stimatix Ltd., Applied Immune Technologies, and Otic Pharma Ltd. Mr. Kariv has 14 years of experience as a seasoned venture capital industry executive and has played a key role in investing, managing and nurturing technology driven companies and startups and has held senior management positions at top Israeli financial institutions. Mr. Kariv received a B.A. in Economics from Harvard University and a Juris Doctor from Harvard Law School. Our Board believes Mr. Kariv’s extensive experience as a venture capital investor, financial executive and board member qualifies him to serve on our Board.
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Mr. Martijn Kleijwegt
Independent Director Audit Committee (Chair) Strategic Finance Committee |
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Mr. Martijn Kleijwegt has served as a member of our Board since December 2017, and previously served as a member of the Eloxx Limited Board since June 2017. Mr. Kleijwegt is a Managing Partner and Co-Owner of Life Sciences Partners (“LSP”) since founding it in 1998. Prior to that, he also was a Partner at Euroventures Ukraine Fund and served as a General Partner at Euroventures Benelux Team. Mr. Kleijwegt has over 30 years of hands-on finance and investment experience and has gained extensive experience in the life sciences sector. He served as a Member of the Supervisory Board or as Non-Executive Director of a number of LSP portfolio companies, including Movetis, Ness, Pronota, ActoGeniX, Prosensa, Eyesense, Crucell, Asoyia, ISTO, Quadrant Plc., Rhein Biotech N.V., and QIAGEN N.V. He currently serves as a Member of the Supervisory Board or as Non-Executive Director of the following LSP portfolio companies: AM Pharma, Vico Therapeutics, Arvelle Therapeutics, OxThera, Orphazyme, Kiadis Pharma and Pharvaris. He received a Master’s degree in Economics from Amsterdam University. Our Board believes Mr. Kleijwegt’s experience as an executive and investor in the life sciences industry qualifies him to serve on our Board.
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Dr. Silvia Noiman, Ph.D., M.B.A.
Director |
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Dr. Silvia Noiman has served as a member of our Board since December 2017 and previously served as a director of the Eloxx Limited Board since September 2013. Dr. Noiman has over 25 years of experience as an entrepreneur and executive in the biopharmaceuticals industry. Currently, she is serving as a consultant to Pontifax Venture Capital. Dr. Noiman founded Eloxx Limited in 2013 and held multiple executive roles from October 2013 to December 2017, including as Chief Executive Officer. She has served as venture partner of Pontifax IV since November 2015 and Pontifax II since 2010. Dr. Noiman founded and served as Executive Chairwoman of many of the Pontifax VC portfolio companies, including cCAM Biotherapeutics Ltd., acquired by Merck in 2015. She was also founder and Senior Vice President of Predix Pharmaceuticals Ltd., bringing a small early-stage drug discovery company from inception to a $500 million publicly traded multi-product company. Under Dr. Noiman’s leadership, Predix progressed four discovery programs to late stage clinical trials and formed significant big pharma partnerships. Prior to founding Predix, Dr. Noiman was engaged in large-scale entrepreneurial activities in the biotech industry in Israel. Dr. Noiman received a M.Sc. in population genetics and a B.Sc. in Biology from the Faculty of Life Sciences at Tel-Aviv University, an M.B.A. from Recanati School of Management at Tel-Aviv University, a Ph.D. in Molecular Biology from Tel-Aviv University and did post-doctoral work at the Weizmann Institute of Science. Dr. Noiman has published numerous papers and holds several patents. Our Board believes Dr. Noiman’s in-depth knowledge of the Company and her experience in executive roles in the biotechnology industry qualifies her to serve on our Board.
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Mr. Ran Nussbaum
Independent Director Nominating Committee (Chair) Strategic Finance Committee |
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Mr. Ran Nussbaum has served as a member of our Board since December 2017, and previously served as a member of the Eloxx Limited Board since September 2013. Mr. Nussbaum is a managing partner and Co-Founder of The Pontifax Group, which established six funds with over $700 million under management and invested in over 80 portfolio companies. Over the past 15 years, Mr. Nussbaum has been managing The Pontifax Group’s activity together with Mr. Tomer Kariv. Mr. Nussbaum is the Chairman of the Board of Keros Therapeutics Inc. From 2006 to 2008 he also served as Chief Executive Officer of Biomedix Ltd. and Spearhead Ltd., and was Chairman of the Board of Nasvax Ltd. Mr. Nussbaum’s experience in the life sciences arena coupled with over a decade of experience in the business intelligence field create a unique blend of skills, enabling him to support companies from inception to commercialization. Mr. Nussbaum previously served as a Director of Quiet Therapeutics Ltd., Ocon Medical Ltd., N.T.B. Pharma Ltd., ArQule, Inc. (acquired by Merck in January 2020) and Zolex Therapeutics Ltd. He currently serves as a Director of UroGen Pharma Ltd. (formerly, TheraCoat), Lutris Pharma Ltd., and Prevail Therapeutics Inc. Mr. Nussbaum also has previously served on the boards of directors of many of The Pontifax Group’s portfolio companies: c-Cam Biotherapeutics Ltd., Kite Pharma, Inc., BioBlast Pharma Ltd., Nutrinia Ltd., NovellusDx Ltd., and VBI Vaccines Inc. Our Board believes Mr. Nussbaum’s experience as a venture capitalist investor in the biotechnology industry qualifies him to serve on our Board.
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Mr. Steven Rubin
Independent Director Strategic Finance Committee (Chair) Audit Committee |
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Mr. Steven Rubin has served as a member of our Board since May 2014, when the Company was known as Sevion Therapeutics, Inc. until its merger with Eloxx Pharmaceuticals, Ltd. in December 2017. Mr. Rubin is the Executive Vice President — Administration and a Director of OPKO Health, Inc. Mr. Rubin is currently a Director of Red Violet, Inc., Kidville, Inc., Non-Invasive Monitoring Systems, Inc., Cocrystal Pharma, Inc., Neovasc, Inc. and ChromaDex Corp. Mr. Rubin previously served as a Director of Cogint, Inc. prior to the spinoff of Red Violet from Cogint in March 2018, Dreams, Inc., Safestitch Medical, Inc. prior to its merger with TransEnterix, Inc., SciVac Therapeutics, Inc. prior to its merger with VBI Vaccines, Inc., Castle Brands, Inc., Tiger X Medical, Inc. prior to its merger with BioCardia, Inc., and PROLOR Biotech, Inc. prior to its acquisition by OPKO Health, Inc. Mr. Rubin received a B.A. in Economics from Tulane University and a J.D. from the University of Florida. Our Board believes Mr. Rubin’s experience in the biopharmaceutical industry, along with his extensive public company board experience qualifies him to serve on our Board.
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Dr. Jasbir Seehra, Ph.D.
Independent Director Audit Committee Compensation Committee |
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Dr. Jasbir Seehra has served as a member of our Board since February 2018. Dr. Seehra has served as Chief Executive Officer of Keros Therapeutics since December 2015. Before that, he worked for Third Rock Ventures and helped establish Decibel (where he still serves on their Scientific Advisory Board) and Ember Therapeutics (as Chief Scientific Officer). Before joining Ember, Dr. Seehra was part of a team of scientific advisors for many companies. He has served as an advisor on Ember’s Scientific Advisory Board since the company’s launch. With greater than 25 years of experience developing innovative small molecule and biologic drugs, Dr. Seehra served as Chief Scientific Officer of Acceleron Pharma, Inc., which he co-founded in 2003. He has also served as Vice President of Biological Chemistry at Wyeth and led the small molecule lead discovery effort at Genetics Institute, Inc., where he successfully built the institute’s small molecule drug discovery capabilities, including medicinal chemistry, high throughput screening and structural biology. Dr. Seehra has authored numerous publications and is an inventor on 78 patents. Dr. Seehra received a B.S. and a Ph.D. in Biochemistry from the University of Southampton in England. He completed his postdoctoral work at the Massachusetts Institute of Technology. Our Board believes Dr. Seehra’s drug development and executive leadership experience qualifies him to serve on our Board.
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Mr. Gadi Veinrib
Independent Director Compensation Committee |
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Mr. Gadi Veinrib has served as a member of our Board since 2017. Mr. Veinrib previously served as a member of the Eloxx Limited Board since November 2014. Mr. Veinrib serves as the Chairman of the Board of Aqua Maof Aquaculture Technologies Ltd., a world leader in indoor aquaculture technology, as well as other companies in the Aqua Maof Global Aquaculture Group. Mr. Veinrib serves as a board member in Israeli based Meteo-Logic Ltd., SGCI and Minute Ltd. Mr. Veinrib served as Vice President of Elron Electronic Industries Ltd., as well as a director of companies within Discount Investment Corporation Ltd. (a member of the IDB Group), including Netvision Ltd., RDSeed Ltd., Cloudyn Software Ltd. and Nana10 Ltd. Mr. Veinrib holds a B.A. in Economics from Tel Aviv University. Our Board believes Mr. Veinrib’s executive and financial leadership experience qualifies him to serve on our Board.
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Dr. Gregory C. Williams, Ph.D., M.B.A.
Director Chief Executive Officer |
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Dr. Gregory Williams has served as our Chief Executive Officer since February 2020 and previously served as our Chief Operating Officer since June 2018. Dr. Williams has over 30 years of pharmaceutical and biotechnology experience leading regulatory affairs, compliance, quality, manufacturing, commercial and product development programs. Dr. Williams is an accomplished scientist and seasoned pharmaceutical executive with a solid track record of successful achievement of business, medical, scientific and regulatory goals. His focus is on driving innovation to improve patient care by developing and commercializing new products to address unmet patient and health system needs. While at The Medicines Company, Dr. Williams led development and successful approval of the antihypertensive drug, Cleviprex®. Dr. Williams also worked on the orphan drug programs at NPS Pharmaceuticals, Inc. Most recently, while at Radius Health, Inc., Dr. Williams led the successful first cycle approval by the FDA of TYMLOS®. Dr. Williams brings established relationships with global health authority reviewers, having led the development and/or initial and expanded approvals of several global brands, as well as expertise across a wide range of therapeutic categories, molecule types, dosage forms and technologies. Dr. Williams holds a Ph.D. in Biopharmaceutics from Rutgers University and a M.B.A. from Cornell University. Our Board believes Dr. Williams’ experience as an executive and extensive knowledge in the development of pharmaceutical products qualifies him to serve on our Board.
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Nominee Committee Membership(1)
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Name
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Audit
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Nominating
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Compensation
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Strategic Finance
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Zafrira Avnur, Ph.D.
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| | Tomer Kariv | | | | | |
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Martijn Kleijwegt
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Ran Nussbaum
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Steven D. Rubin
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| | Jasbir Seehra, Ph.D. | | |
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| | Gadi Veinrib | | | | | | | | |
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Fiscal Year Ended
December 31, 2018 |
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Fiscal Year Ended
December 31, 2019 |
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| Audit Fees(1) | | | | $ | 467,358 | | | | | $ | 633,064 | | |
| Audit-Related Fees(2) | | | | | 45,320 | | | | | | 70,000 | | |
| Tax Fees(3) | | | | | — | | | | | | 43,785 | | |
| All Other Fees(4) | | | | | 3,790 | | | | | | 3,790 | | |
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Total Fees
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| | | $ | 516,498 | | | | | $ | 750,639 | | |
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Name
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Age(1)
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Title
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Gregory C. Williams, Ph.D., M.B.A.
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61
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| | Chief Executive Officer and former Chief Operating Officer (CEO effective as of February 25, 2020) |
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| | Neil S. Belloff, Esq. | | |
60
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| | Chief Operating Officer, General Counsel and Corporate Secretary (COO effective as of February 25, 2020) | | |
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Greater than 5% Stockholders
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Shares of Common
Stock Beneficially Owned |
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Percentage of Common
Stock Beneficially Owned |
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| Pontifax Funds(1) | | | | | 9,339,671 | | | | | | 23.3% | | |
| LSP V Coöperatieve U.A.(2) | | | | | 2,953,673 | | | | | | 7.4% | | |
| Menora Mivtachim Holdings Ltd.(3) | | | | | 2,094,208 | | | | | | 5.2% | | |
| Directors and Named Executive Officers | | | | | | | | | | | | | |
| Robert Ward(4) | | | | | 825,937 | | | | | | 2.0% | | |
| Zafrira Avnur, Ph.D.(5) | | | | | 40,596 | | | | | | * | | |
| Tomer Kariv(6) | | | | | 9,378,004 | | | | | | 23.3% | | |
| Martijn Kleijwegt(7) | | | | | 2,992,006 | | | | | | 7.4% | | |
| Silvia Noiman, Ph.D., M.B.A.(8) | | | | | 846,582 | | | | | | 2.1% | | |
| Ran Nussbaum(9) | | | | | 9,378,004 | | | | | | 23.3% | | |
| Steven D. Rubin(10) | | | | | 97,453 | | | | | | * | | |
| Jasbir Seehra, Ph.D.(11) | | | | | 38,333 | | | | | | * | | |
| Gadi Veinrib(12) | | | | | 38,333 | | | | | | * | | |
| Gregory Weaver(13) | | | | | 286,222 | | | | | | * | | |
| Gregory C. Williams, Ph.D., M.B.A.(14) | | | | | 188,035 | | | | | | * | | |
| David Snow(15) | | | | | 185,587 | | | | | | * | | |
| All directors and executive officers as a group (10 persons)(16) | | | | | 13,733,633 | | | | | | 33.4% | | |
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Name and Principal Position(1)
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Year
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Salary
($) |
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Bonus
($) |
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Stock
Awards ($)(2) |
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Option
Awards ($)(3) |
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Non-Equity
Incentive Plan Compensation ($)(4) |
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All Other
Compensation ($)(5) |
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Total
($) |
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| Robert E. Ward | | | | | 2019 | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | 1,771,840 | | | | | | 200,000(6) | | | | | | 47,408 | | | | | | 2,519,248 | | |
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Chief Executive Officer
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| | | | 2018 | | | | | | 452,885 | | | | | | — | | | | | | — | | | | | | — | | | | | | 425,000 | | | | | | 25,759 | | | | | | 903,644 | | |
| Gregory Weaver | | | | | 2019 | | | | | | 357,650 | | | | | | — | | | | | | 230,600 | | | | | | 470,400 | | | | | | 71,760 | | | | | | 46,466 | | | | | | 1,176,876 | | |
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Chief Financial Officer
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| | | | 2018 | | | | | | 347,212 | | | | | | — | | | | | | — | | | | | | — | | | | | | 138,000 | | | | | | 37,009 | | | | | | 522,221 | | |
| Gregory C. Williams(7) | | | | | 2019 | | | | | | 409,375 | | | | | | — | | | | | | 345,900 | | | | | | 1,758,250 | | | | | | 165,000 | | | | | | 12,327 | | | | | | 2,690,852 | | |
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Chief Operating Officer
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| | | | 2018 | | | | | | 244,712 | | | | | | 50,000(8) | | | | | | — | | | | | | 4,299,000(9) | | | | | | 78,082 | | | | | | 10,487 | | | | | | 4,682,281 | | |
| David P. Snow(10) | | | | | 2019 | | | | | | 388,750 | | | | | | — | | | | | | 288,250 | | | | | | 1,080,700 | | | | | | 78,000 | | | | | | 48,505 | | | | | | 1,884,205 | | |
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Chief Business Officer
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| | | | 2018 | | | | | | 197,460 | | | | | | — | | | | | | — | | | | | | 2,866,000(9) | | | | | | 78,082 | | | | | | 83,037(11) | | | | | | 3,224,579 | | |
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Option Awards
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Stock Awards
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Name
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Grant
Date |
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Number of
Securities Underlying Unexercised Options (#) Exercisable |
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Number of
Securities Underlying Unexercised Options (#) Unexer- cisable |
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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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Number of
Shares or Units of Stock that Have Not Vested (#) |
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Market Value
of Shares of Units of Stock That Have Not Vested ($)(1) |
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Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
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Equity
Incentive Plan Awards: Market or Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
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| Robert E. Ward | | | | | 12/26/2017 | | | | | | 355,991 | | | | | | 284,794 | | | | | | 22,427 | | | | | | 8.00 | | | | | | 12/26/2027 | | | | | | 284,794 | | | | | | 2,096,084 | | | | | | 22,427 | | | | | | 165,063 | | |
| | | | | | 1/30/2019 | | | | | | — | | | | | | 226,000 | | | | | | — | | | | | | 11.53 | | | | | | 1/30/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Gregory Weaver | | | | | 12/19/2017 | | | | | | 199,633 | | | | | | 199,633 | | | | | | — | | | | | | 6.00 | | | | | | 12/19/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 1/30/2019 | | | | | | — | | | | | | 60,000 | | | | | | — | | | | | | 11.53 | | | | | | 1/30/2029 | | | | | | 20,000 | | | | | | 147,200 | | | | | | — | | | | | | — | | |
| Gregory C. Williams | | | | | 6/25/2018 | | | | | | 133,333 | | | | | | 166,667 | | | | | | — | | | | | | 18.85 | | | | | | 6/25/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 1/30/2019 | | | | | | — | | | | | | 100,000 | | | | | | — | | | | | | 11.53 | | | | | | 1/30/2029 | | | | | | 30,000 | | | | | | 220,800 | | | | | | — | | | | | | — | | |
| | | | | | 9/12/2019 | | | | | | — | | | | | | 225,000 | | | | | | — | | | | | | 6.47 | | | | | | 9/12/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| David P. Snow | | | | | 6/25/2018 | | | | | | 88,888 | | | | | | 111,112 | | | | | | — | | | | | | 18.85 | | | | | | 6/25/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 1/30/2019 | | | | | | — | | | | | | 55,000 | | | | | | — | | | | | | 11.53 | | | | | | 1/30/2029 | | | | | | 25,000 | | | | | | 184,000 | | | | | | — | | | | | | — | | |
| | | | | | 9/12/2019 | | | | | | — | | | | | | 150,000 | | | | | | — | | | | | | 6.47 | | | | | | 9/12/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($) |
| |
Option Awards
($)(1)(2) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||
| Zafrira Avnur, Ph.D. | | | | | 57,500(3) | | | | | | — | | | | | | 119,600 | | | | | | — | | | | | | 177,100 | | |
| Tomer Kariv | | | | | 47,500(4) | | | | | | — | | | | | | 119,600 | | | | | | — | | | | | | 167,100 | | |
| Martijn Kleijwegt | | | | | 62,500(5) | | | | | | — | | | | | | 119,600 | | | | | | — | | | | | | 182,100 | | |
| Silvia Noiman, Ph.D., M.B.A. | | | | | 40,000 | | | | | | — | | | | | | 119,600 | | | | | | — | | | | | | 159,600 | | |
| Ran Nussbaum | | | | | 57,500(4) | | | | | | — | | | | | | 119,600 | | | | | | — | | | | | | 177,100 | | |
| Steven D. Rubin | | | | | 57,500 | | | | | | — | | | | | | 119,600 | | | | | | — | | | | | | 177,100 | | |
| Jasbir Seehra, Ph.D. | | | | | 55,000 | | | | | | — | | | | | | 119,600 | | | | | | — | | | | | | 174,600 | | |
| Gadi Veinrib | | | | | 47,500 | | | | | | — | | | | | | 119,600 | | | | | | — | | | | | | 167,100 | | |
| | | |
Annual Fee ($)
|
| |||||||||
|
Description
|
| |
Chair
|
| |
Member
|
| ||||||
| Board of Directors | | | | | — | | | | | | 40,000 | | |
| Audit Committee | | | | | 15,000 | | | | | | 7,500 | | |
| Compensation Committee | | | | | 10,000 | | | | | | 7,500 | | |
| Nominating and Corporate Governance Committee | | | | | 10,000 | | | | | | 7,500 | | |
| Strategic Finance Committee | | | | | 10,000 | | | | | | 7,500 | | |
|
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 Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
| |||||||||
|
Equity compensation plans approved by security holders
|
| | | | 4,162,183 | | | | | $ | 11.77 | | | | | | 3,897,991(1) | | |
|
Equity compensation plans not approved by
security holders |
| | | | 1,363,327(2) | | | | | $ | 6.78 | | | | | | — | | |
| Total | | | | | 5,525,510 | | | | | $ | 10.73 | | | | | | 3,897,991 | | |