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Proxy Statement Pursuant to Section INFORMATION
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NIVALIS THERAPEUTICS,
Dear Stockholder:
our Stockholders:
Paul SekhriJohn Moore
These items of business are more fully described in the Proxy Statement accompanying this notice.
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inactive textual references only. broker non-vote will count for purposes of determining the presence of a quorum. Abstentions are also counted in the determination of a quorum. Ernst & Young LLP accounting firm is considered a routine matter on which a broker or other nominee has discretionary authority to vote. As a result, broker non-votes for Proposal 2 are not expected; however, if any broker non-votes occur, they will not be counted same household. Under this householding procedure, we send only a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders of record who share the same address unless one of those stockholders notifies us that the stockholder would like a separate copy of the Notice or proxy materials. This householding procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that Alpine Immune Sciences, Inc. only send a single copy, of the Notice and, if applicable, the proxy materials, stockholders may contact us by telephone at (206) 788-4545 or at the following address: on our board of directors. Robert Conway(1) Howard Furst, M.D.(2) Jonathan Leff(3) Evan Loh, M.D. John Moore(4) Paul Sekhri Number of Meetings in Fiscal 2015 functions; The ImportantWe are mailing to our stockholders a Notice Regarding theof Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders over the 2016 Annual MeetingInternet. The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of Stockholdersproxy materials by mail. The Notice, our proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com, using the control number located on your proxy card.We appreciate your continued support and look forward to be Held on April 27, 2016. Our Notice of Annual Meeting, Proxy Statement and 2015 Annual Report are available at www.proxyvote.com.you joining our virtual meeting or receiving your proxy.PageQUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING1PROPOSAL NO. 1—ELECTION OF DIRECTORS6By order of the Board of Directors, INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE8PROPOSAL NO. 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM17/s/ Mitchell H. Gold EXECUTIVE OFFICERS18Mitchell H. Gold, M.D.Executive Chairman and Chief Executive OfficerCERTAIN BENEFICIAL OWNERS AND MANAGEMENT19SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE22April 29, 2022 EXECUTIVE COMPENSATION23TRANSACTIONS WITH RELATED PERSONS32STOCKHOLDER PROPOSALS36HOUSEHOLDING OF PROXY MATERIALS36OTHER MATTERS37Seattle, Washington NIVALIS THERAPEUTICS, INC.3122 STERLING CIRCLEBOULDER, CO 80301PROXY STATEMENTFOR THE 2016 ANNUAL MEETING OF STOCKHOLDERSApril 27, 2016QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTINGHow do I attend the Annual Meeting? The meeting will be held on Wednesday, April 27, 2016 at 1:30 p.m. local time at the Nivalis corporate offices at 3122 Sterling Circle, Boulder Colorado, 80301. Directions to the Annual Meeting may be found at www.nivalis.com. Information on how to vote in person at the Annual Meeting is discussed below.Who can vote at the Annual Meeting? Only stockholders of record at the close of business on March 3, 2016 will be entitled to vote at the Annual Meeting. On this record date, there were 15,462,030 shares of common stock outstanding and entitled to vote.Stockholder of Record: Shares Registered in Your Name If on March 3, 2016 your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy.YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting,2022 Annual Meeting, we urge you to submit your vote as instructed below, via the Internet, telephone or mail as soon as possible.Page iALPINE IMMUNE SCIENCES, INC.188 East Blaine Street, Suite 200Seattle, Washington 98102PROXY STATEMENTFOR 2022 ANNUAL MEETING OF STOCKHOLDERSto be held on Thursday, June 16, 2022 at 1:30 p.m. Pacific TimeThis proxy statement and the enclosed form of proxy are furnished in connection with solicitation of proxies by our board of directors for use at the 2022 annual meeting of stockholders, or the telephone, as promptly as possibleAnnual Meeting, to ensure your vote is counted. Alternatively, you may completebe held on Thursday, June 16, 2022 including any postponements, adjournments or continuations thereof. The Annual Meeting will be held virtually via live webcast on the Internet at www.virtualshareholdermeeting.com/ALPN2022 on June 16, 2022 at 1:30 p.m. Pacific Time. On or about April 29, 2022, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy cardstatement for our Annual Meeting and our annual report to submit your vote by mail.Beneficial Owner: Shares Registeredstockholders.GENERAL INFORMATIONThe information provided in the Name“question and answer” format below is for your convenience only and is merely a summary of a Brokerthe information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or Bank If on March 3, 2016 your shares were held,that can be accessed through, our website is not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name" and the proxy materials are being forwarded to you by that organization. The organization holding your account is consideredintended to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the rightincorporated by reference into this proxy statement and references to direct your broker or other agent regarding how to vote the sharesour website address in your account. Youthis proxy statement are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.What matters am I voting on?You will be voting on:• There are two proposals scheduled for a vote:•Election of twothe election as Class I directors; and•Ratificationdirectors of the selection bytwo nominees named in this proxy statement, each to serve a three-year term as a member of our board of directors, until the Audit Committee2025 annual meeting of stockholders, or until their successors are duly elected and qualified;•a proposal to ratify the Boardappointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2016.2022;Table•a proposal for the approval, on an advisory basis, of Contentsthe compensation of our named executive officers; andWhat if another matter is•any other business that may properly broughtcome before the meeting?meeting. The Board knowsHow does the board of no other mattersdirectors recommend I vote on these proposals?Our board of directors recommends that will be presentedyou vote your shares:•“FOR” the two nominees named in this proxy statement for consideration atelection as Class I directors;•“FOR” the Annual Meeting. If any other matters are properly brought before the meeting, it is the intentionratification of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.How do I vote? You may either vote "For" all the nominees to the Board or you may "Withhold" your vote for any nominee you specify. With regard to your vote to ratify the selection by the Audit Committeeappointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 2016, you may2022; and•“FOR” the approval, on an advisory basis, of the compensation of our named executive officers.Who is entitled to vote "For"at the Annual Meeting?Only holders of our common stock as of the close of business on April 20, 2022, the record date, are entitled to receive notice of and to vote at the Annual Meeting. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock owned as of the record date. We do not have cumulative voting rights for the election of directors. As of the record date, there were 30,316,066 shares of our common stock outstanding and entitled to vote, and there were 27 stockholders of record, which number does not include approximately 4,018 beneficial owners of shares held in the name of a bank or "Against"brokerage firm. We do not have any outstanding shares of preferred stock.1What is the difference between holding shares as a stockholder of record and as a beneficial owner?Many of our stockholders hold their shares as beneficial owners through a brokerage firm or abstain from voting. The procedures for votingother nominee rather than directly in their own name. As summarized below, there are fairly simplesome distinctions between shares held of record and those owned beneficially through a broker or other nominee.Registered Stockholders or Stockholders of Record. If your shares are summarized below:Stockholder of Record: Shares Registeredregistered directly in Your Name Ifyour name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to our designated proxies, the individuals listed on the proxy card or to vote during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/ALPN2022.Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares during the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.How can I contact the transfer agent?You can contact our transfer agent using the following information:•By regular mail at:Broadridge Corporate Issuer Solutions, Inc.P.O. Box 1342Brentwood, New York 11717•By telephone at:Toll Free: 1-877-830-4936•By email at:shareholder@broadridge.com•By fax at:1-215-553-5402How do I vote?You may vote by following the instructions set forth in the Notice or on your proxy card or, if you are a beneficial owner, by following the procedures provided by your broker or other nominee. You may access the notice, proxy materials and our annual report to stockholders at www.proxyvote.com.Can I change my vote or revoke my proxy?Yes. You can change your vote or revoke your proxy any time before the Annual Meeting by:•a new vote by Internet or by telephone;•returning a later-dated proxy card;•notifying the corporate secretary of Alpine Immune Sciences, Inc., in writing, at the address listed on the front page; or•attending and voting, virtually via the Internet, during the Annual Meeting.Attendance at the Annual meeting will not cause your previously granted proxy to be revoked unless you specifically so request.2What is the effect of giving a proxy?A proxy is your legal designation of another person to vote the stock you own at the Annual Meeting. The person you designate is your “proxy,” and you give your proxy authority to vote your shares by voting by telephone or over the Internet, or if you requested to receive a printed copy of the proxy materials, by submitting the proxy card.Proxies are solicited by and on behalf of our board of directors, and our board has designated Mitchell H. Gold and Paul Rickey to serve as proxies for the Annual Meeting. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instruction of the stockholder.If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above.If any matters not described in the proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote byyour shares.If the Annual Meeting is adjourned, the proxy overholders can vote your shares on the telephone, vote bynew meeting date as well, unless you have properly revoked your proxy throughinstructions, as described above.Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?In accordance with the rules of the U.S. Securities and Exchange Commission, or vote bySEC, we have elected to furnish our proxy using amaterials, including this proxy card. Whetherstatement and our annual report to our stockholders, primarily via the Internet. On or not you planabout April 29, 2022, we expect to attendmail to our stockholders the meeting, we urge youNotice that contains instructions on how to access our proxy materials on the Internet, how to vote by proxy in one submitted by one of these means to ensure your vote is counted. You may still attendat the meeting, and votehow to request printed copies of the proxy materials and annual report.Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.What is a quorum — how many shares must be present or represented to conduct business at the Annual Meeting?A quorum is the minimum number of shares required to be present in person, evenor by remote communication, if you have already votedapplicable, or represented by proxy.•To vote in person, come toproxy at the Annual Meeting for the meeting to be properly held and we will give you a ballot when you arrive.•To vote usingbusiness to be conducted at the proxy card, simply complete, signmeeting in accordance with our bylaws and date the proxy card and return it promptly in the envelope provided.Delaware law. If you return your signed proxy card to us beforethere is no quorum at the Annual Meeting, weeither the chairperson of the meeting or a majority in voting power of the stockholders entitled to vote who are present in person, or by remote communication, if applicable, or represented by proxy at the meeting may adjourn the meeting to another date. The presence, in person, or by remote communication, if applicable, or represented by proxy, of the holders of a majority in voting power of all issued and outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum at the meeting.A proxy submitted by a stockholder may indicate that all or a portion of the shares represented by the proxy are not being voted, which is referred to as stockholder withholding, with respect to a particular matter. Similarly, a broker may not be permitted to vote your sharesstock, referred to as you direct.•To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. Your telephone vote must be received by 11:59 p.m., Mountain Timebroker non-vote, held in street name on April 26, 2016 to be counted.•To vote through the Internet, go to www.proxyvote.com to complete an electronic proxy card. Your internet vote must be received by 11:59 p.m., Mountain Time on April 26, 2016 to be counted.Beneficial Owner: Shares Registereda particular matter in the Nameabsence of Brokerinstructions from the beneficial owner of the stock. The shares subject to a proxy that are not being voted on a particular matter because of either stockholder withholding or BankIf you are a beneficial owner, of shares registered in the name of your broker bank, or other agent, you should have received proxy materials containingnominee holder of record is permitted to vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, even if the record holder does not receive voting instructions from that organization rather than from us. Simply followyou. However, your broker or other nominee holder of record does not have discretionary authority to vote on any of the voting instructions in the proxy materials to ensure that your vote is counted. To vote in personother proposals at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow thewhich are considered non-routine matters, without instructions from youryou, in which case a broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.We provide Internet proxy to allow you to vote your shares online, with procedures designed to ensure the authenticitynon-vote will occur and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.How many votes do I have? On each matter to be voted upon, you have one vote for each share of common stock you own as of March 3, 2016.What happens if I do not vote?Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or in person at the Annual Meeting, your shares will not be voted.Beneficial Owner: Shares Registered in the Name of Broker or Bank Ifvoted on these proposals. Accordingly, if you are a beneficial owner, and do not instructit is particularly important that you provide your broker, bank, or other agent how to voteinstructions for voting your shares the question of whetheron Proposals No. 1 and 3 to your broker or nominee will still be able toother nominee.3How many votes are needed for approval of each matter?•Proposal No. 1 — Election of Class I Directors: The election of directors requires a plurality vote your shares depends on whether the NASDAQ Stock Market ("NASDAQ") deems the particular proposal to be a "routine" matter. Brokers and nominees can use their discretion to vote "uninstructed" shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under the rules and interpretations of the NASDAQ, "non-routine" mattersshares of common stock voted at the Annual Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are matters that may substantially affect the rightselected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of a stockholder abstention or privileges of stockholders,withholding or a broker non-vote) will not be counted in such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensationnominee’s favor and will have no effect on the frequencyoutcome of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on the election.•Proposal 1 without your instructions, but may vote your shares on ProposalNo. 2 even in— Ratification of the absenceAppointment of your instruction.What if I return a proxy card or otherwise vote but do not make specific choices? If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, "For" the election of both nominees for director and "For" the: The ratification of the selection by the Audit Committeeappointment of Ernst & Young LLP as our independent registered public accounting firm for ourthe current fiscal year ending December 31, 2016. If any other matter is properly presented at2022 must receive the meeting, your proxyholder (oneaffirmative “FOR” vote of a majority of the individualstotal votes cast affirmatively or negatively (excluding abstentions and broker non-votes) on the proposal to be approved.•Proposal No. 3 – Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”): The approval, on an advisory basis, of our named on your proxy card) willexecutive officer compensation requires the affirmative "FOR" vote your shares using hisof a majority of the total votes cast affirmatively or her best judgment.Whonegatively (excluding abstentions and broker non-votes). Because this vote is paying for this proxy solicitation? We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employeesadvisory only, it will not be paid any additionalbinding on us or on our board of directors. Our board of directors and our compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents forcommittee will consider the cost of forwarding proxy materials to beneficial owners.What does it mean if I receive more than one notice and set of proxy materials? If you receive more than one notice and set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions in the proxy materials to ensure that all of your shares are voted.Can I change my vote after submitting my proxy?Stockholder of Record: Shares Registered in Your Name Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:•You may submit another properly completed proxy card with a later date.•You may grant a subsequent proxy by telephone or through the Internet.•You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 3122 Sterling Circle, Suite 200, Boulder, CO 80301.•You may attend the Annual Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy. Your most current proxy card or telephone or Internet proxy is the one that is counted.Beneficial Owner: Shares Registered in the Name of Broker or Bank If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.When are stockholder proposals and director nominations due for next year's Annual Meeting? To be considered for inclusion in next year's proxy materials, your proposal must be submitted in writing by November 21, 2016, to our Corporate Secretary at 3122 Sterling Circle, Suite 200, Boulder, CO 80301. If you wish to submit a proposal (including a director nomination) at the meeting that is not to be included in next year's proxy materials, you must do so no later than the close of business on January 27, 2017, nor earlier than on December 28, 2016.How many votes are needed to approve each proposal? The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes:ProposalNumberProposal DescriptionVote Required for ApprovalEffect ofAbstentionsEffect ofBrokerNon-Votes1Election of Class I DirectorsNominees receiving the most "For" votesWithheld votes will have no effectNone2Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year ending December 31, 2016"For" votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote at the Annual MeetingAgainstCountedWhat is the effect of abstentions and broker non-votes? Shares of common stock held by persons attending the Annual Meeting, but not voting, and shares represented by proxies that reflect abstentions as to a particular proposal will be counted as present for purposes of determining the presence of a quorum. Abstentions are treated as shares present in person or by proxy and entitled to vote, so abstaining has the same effect as a negative vote for purposesoutcome of the vote when determining the compensation of our named executive officers.Abstentions are not considered votes cast and thus, will not have an effect on the ratification of selection of independent registered public accounting firm. However, because the election of directors is determined by a plurality of votes cast, abstentions will not be counted in determining the outcome of such proposal. Shares represented by proxies that reflect a "broker non-vote" will be counted for purposes of determining the presence of a quorum. A "broker non-vote" occurs when a nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and does not have discretionary authority to vote the shares for certain non-routine matters. foregoing Proposals.With regard to the election of directors,Proposals 1 and 3, broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. However, ratificationRatification of the selection of our independent registered publicfor purposes of this proposal.What isas votes cast and will have no effect on the quorum requirement? A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majorityresult of the outstanding shares entitled to votevote.How are present atproxies solicited for the meeting in person or represented by proxy. OnAnnual Meeting, and who will bear the record date, there were 15,462,030 shares outstanding and entitled to vote. Thus, the holders of 7,731,016 shares must be present in person or represented by proxy at the meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairmancost of the meeting or the holderssolicitation of a majorityproxies?The board of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.How can I find out the results of the voting at the Annual Meeting? Preliminary voting results will be announceddirectors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation, including the cost of preparing, assembling, printing, filing, mailing and otherwise distributing the Notice or proxy materials and soliciting votes for use at the Annual Meeting will be borne by us. If you choose to access the proxy materials or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for any telephone charges you may incur. In addition finalto the mailing of the Notice or proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.Is my vote confidential?Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Alpine Immune Sciences, Inc. or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.Where can I find the voting results of the Annual Meeting?We will be published inannounce preliminary voting results at the Annual Meeting. We will also disclose voting results on a current reportCurrent Report on Form 8-K that we expect towill file with the SEC within four business days after the Annual Meeting.meeting. If final voting results are not available to us in time to file a Form 8-K, within four business days after the meeting, we intend towill file a Form 8-K to publish preliminary results and within four business days afterwill provide the final results in an amendment to the Form 8-K as soon as they become available.Why is this Annual Meeting being held virtually?We are knowncontinuously exploring technologies and services that will best permit our stockholders to engage with us fileand exercise their vote, and we have decided to conduct the Annual Meeting via virtual live webcast because we believe it better achieves these aims than holding a live in-person meeting. We believe that a virtual annual meeting of stockholders provides all of the rights and opportunities for stockholders to participate as they would at an in-person meeting, but offers a greater level of flexibility and access for many of our stockholders who may not be able to attend an annual meeting of stockholders in person, particularly in light of the ongoing COVID-19 pandemic and potential restrictions and guidance on public gatherings. In addition, compared with the cost and inefficiency associated with holding an in-person meeting, a virtual meeting via live webcast offers an attractive alternative. We believe our stockholders’ opportunity to participate in the annual meeting virtually4should assuage any concerns about disenfranchisement of our stockholder base as a result of our decision not to hold in-person meetings. You will be able to attend the Annual Meeting online, vote and submit questions, and obtain the information noted above by visiting www.virtualshareholdermeeting.com/ALPN2022.How can I submit a question during the Annual Meeting?If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/ALPN2022, type your question into the “Ask a Question” field, and click “Submit.” Stockholders are permitted to submit questions during the Annual Meeting via the virtual meeting website, with a limit of one question per stockholder. We will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting. Only questions that are relevant to an agenda item to be voted on by stockholders will be answered. Our virtual meeting website will also contain instructions for accessing technical support to assist in the event a stockholder encounters any difficulties accessing the virtual meeting. The questions received during the meeting and our answers will be available as soon as practicable after the Annual Meeting on https://ir.alpineimmunesciences.com. The questions and answers will remain available on https://ir.alpineimmunesciences.com for one week after posting.I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional Form 8-Kcopy of the proxy materials?We have adopted a procedure approved by the SEC called “householding” to publishlimit duplicate copies of our proxy materials being printed and delivered to stockholders sharing the final results.Alpine Immune Sciences, Inc.Attention: Legal188 East Blaine Street, Suite 200Seattle, Washington 98102Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.What areis the implicationsdeadline to propose actions for consideration at next year’s annual meeting of being an Emerging Growth Company? We are an "emerging growth company" under applicable federal securities laws and therefore permittedstockholders or to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we providenominate individuals to serve as directors?Stockholder ProposalsStockholders may present proper proposals for inclusion in thisour proxy statement and for consideration at the scaled disclosure permitted undernext annual meeting of stockholders by submitting their proposals in writing to our corporate secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 annual meeting of stockholders, our corporate secretary must receive the Jumpstart Our Business Startups Actwritten proposal at our principal executive offices not later than December 30, 2022. In addition, stockholder proposals must comply with the requirements of 2012, or the JOBS Act, including the compensation disclosures requiredRule 14a-8 of a "smaller reporting company," as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934. In addition,1934, or the Exchange Act, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:Alpine Immune Sciences, Inc.Attention: Corporate Secretary188 East Blaine Street, Suite 200Seattle, Washington 98102Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) specified in a notice of meeting given by or at the direction of the board of directors, (2) if not specified in the notice of meeting, otherwise properly brought before the meeting by or at the direction of our board of directors or the chairperson of the board of directors, or (3) otherwise properly brought before the meeting by a stockholder present in person (a) who is a beneficial owner of our5shares both at the time of delivering timely written notice, as an emerging growth company,provided in our bylaws, and at the time of the annual meeting, who is entitled to vote at the annual meeting, who has delivered timely written notice to our corporate secretary, which notice must contain the information specified in our bylaws, and has otherwise complied with the advance notice procedures in our bylaws in all applicable respects or (b) who properly made such proposal in accordance with Rule 14a-8 under the Exchange Act, and the rules and regulations promulgated thereunder. To be timely for our 2023 annual meeting of stockholders under our bylaws, our corporate secretary must receive the written notice at our principal executive offices:•not earlier than February 16, 2023; and•not later than the close of business on March 18, 2023.If we hold our 2023 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the 2022 Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no later than the close of business on the later of the following two dates:•the 90th day prior to such annual meeting; and•the 10th day following the day on which public disclosure of the date of such meeting is first made.If, after complying with the provisions above, a stockholder, or such stockholder’s qualified representative, as applicable, does not appear at the annual meeting to present the stockholder’s proposal, we are not required to conduct votes seeking approval,present the proposal for a vote at such meeting.Recommendation and Nomination of Director CandidatesYou may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to the corporate secretary of Alpine Immune Sciences, Inc. at the address set forth above. For more information, see “Board of Directors and Corporate Governance — Board Committees— Nominating and Corporate Governance Committee.”In addition, our bylaws permit stockholders to nominate directors for election at an advisory basis,annual meeting of stockholders. To nominate a director, the stockholder must be present in person at the annual meeting, a beneficial owner of shares both at the time of delivering timely written notice, as provided in our bylaws, and at the time of the compensationannual meeting, entitled to vote at the annual meeting and have otherwise complied with the advance notice procedures in our bylaws in all applicable respects. Specifically, the stockholder must give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by our corporate secretary within the time period described above under “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? — Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement, and provide the information required by our bylaws.Availability of BylawsA copy of our namedbylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive officers or the frequency with which such votes must be conducted. We will remain an "emerging growth company" until the earliest of (i) the last dayoffices for a copy of the fiscal year in which we have totalrelevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.Attending the Annual MeetingOur annual gross revenues of $1 billion or more; (ii) December 31, 2020; (iii)meeting will be held on Thursday, June 16, 2022 at 1:30 p.m. Pacific Time. This year’s annual meeting will be a virtual meeting via live webcast on the date on which we have issued more than $1 billion in nonconvertible debtInternet. You will be able to attend the 2022 Annual Meeting, vote and submit your questions during the previous three years;meeting by visiting www.virtualshareholdermeeting.com/ALPN2022. In order to vote or (iv)submit a question during the date2022 Annual Meeting, you will need to follow the instructions posted at www.proxyvote.com and www.virtualshareholdermeeting.com/ALPN2022 and will need the control number included on which we are deemedyour Notice or proxy card. If you do not have a control number, you will be able to listen to the meeting only. You will not be a large accelerated filer underable to vote or submit your questions during the rules of the Securities and Exchange Commission.meeting.PROPOSAL NO. 1ELECTION OF DIRECTORS Nivalis' authorized BoardOur business and affairs are managed under the direction of our board of directors, which is currently consistscomposed of seven directors. Jonathan Leff, a Class I director, will not run for reelection at this Annual Meeting, and his term as a director will therefore expire ateight members. Seven of our directors are “independent” under the Annual Meeting. At that time, the authorized sizeNasdaq listing standards. Our board of the Board will be reduced to six directors. Our Boarddirectors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors of roughlywill be elected for a three-year term to succeed the same number, designated Class I, Class II and Class III, with each class having a three-year term. Vacancies on the board of directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified. There are two directors in Class I whose term of office expires in 2016 and who have agreed to stand for re-election. is then expiring.Each of the nominees for election to Class I, Paul Sekhri and John Moore, is currently a member of our Board. If re-elected at the Annual Meeting, each of these nominees would serve until our 2019 Annual Meeting of stockholders anddirector’s term continues until his or her successor is duly elected and qualified or if sooner, until the director'shis or her death, resignation or removal. It is our policy to encourage all directors and nominees for directors to attend the Annual Meeting. We did not hold an annual meetingAny increase or decrease in the prior fiscal year. Directors are elected by a pluralitynumber of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the votesdirectors. This classification of our board of directors may have the holderseffect of shares presentdelaying or preventing changes in person or represented by proxy and entitled to vote on the electioncontrol of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. If properly submitted, shares represented by proxy will be voted for the election of the two nominees recommended by the Board unless the proxy is marked in such a manner as to withhold authority so to vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holders may determine. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve.Nominees—Class I Directors Setour company.The following table sets forth below are the names and certain other information for each of the nominees and certain information about them, including their ages as of March 15, 2016, and a discussion of the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee of the Board of Directors (the "Nominating and Corporate Governance Committee") to recommend and the Board to conclude that the nominee should servefor election as a director and for each of Nivalis:the continuing members of the board of directors as of April 20, 2022. Class Age Position Director
Since(7)Current
Term
ExpiresExpiration
of Term
for Which
NominatedNominees Peter Thompson, M.D.(1)(2) I 62 Director 2017 2022 2025 Natasha Hernday(3) I 50 Director 2020 2022 2025 Continuing Directors Mitchell H. Gold, M.D. II 55 Executive Chairman and
Chief Executive Officer2017 2023 — Jay Venkatesan, M.D. II 50 Director 2017 2023 — Xiangmin Cui, Ph.D.(2)(4) II 53 Director 2019 2023 — Robert Conway(4)(5) III 68 Director 2015 2024 — James N. Topper, M.D., Ph.D.(6) III 60 Director 2017 2024 — Christopher Peetz(3) III 43 Director 2018 2024 — (1)Chairman of the nominating and corporate governance committee.(2)Member of the compensation committee.(3)Member of the audit committee.(4)Member of the nominating and corporate governance committee.(5)Chairman of the audit committee.(6)Chairman of the compensation committee.(7)Represents first year of service on the board of directors of Nivalis Therapeutics, Inc. (which we refer to as Nivalis), renamed as Alpine Immune Sciences, Inc. (which we refer to as Alpine) in July 2017.Nominees for DirectorNameAgePositionJohn Moore51DirectorPaul Sekhri57DirectorJohn MooreNatasha Hernday joined our Board in February 2012. Mr. Moore has served as a member of our board of directors since December 2020. Ms. Hernday has served as Executive Vice President, General CounselCorporate Development and Secretary of Array BioPharma since 2002. Mr. Moore received a J.D. from the University of North Carolina at Chapel Hill School of Law, a M.S. in Biochemistry from the University of Illinois at Urbana-Champaign and a B.S. in Chemistry from the University of North Carolina at Chapel Hill. Our Board of Directors believes that Mr. Moore's expertise in intellectual property and extensive experience addressing both legal and business issues in the pharmaceutical and biotechnology industries give him the qualifications and skills to serve as a director.Paul Sekhri joined our Board in February 2016. Mr. Sekhri ismember of the President and CEO of Lycera Corp.Executive Committee for the publicly traded biotechnology company Seagen, Inc. (Nasdaq: SGEN), a position he has held since February 2015. Prior to this position, heOctober 2020, where she previously served as Senior Vice President Integrated Care for Sanofiof Corporate Development from April 2014 through January 2015,September 2017 to October 2020 and as GroupVice President, Corporate Development from January 2011 to September 2017. Since joining Seagen in 2011, Ms. Hernday has built and led the business development team responsible for licensing deals, acquisitions and strategic alliances. From 1994 through 2010, after starting her career in molecular and mammalian cell biology, Ms. Hernday served in various roles of increasing responsibility at Amgen Inc., including as Director, Mergers & Acquisitions and as Director, Out-Partnering. She also serves on the board of directors of Xoma Corp. (Nasdaq: XOMA) and PDL BioPharma, Inc. (Nasdaq: PDLI), and on the Knight Campus External Advisory Board for the University of Oregon. Ms. Hernday received her BA in microbiology from the University of California at Santa Barbara and MBA from Pepperdine University.
We believe that Ms. Hernday’s experience and expertise in the pharmaceuticals industry provides her with the qualifications necessary to serve as a member of our board of directors.7Peter Thompson, M.D. has served as a member of our board of directors since the completion of the merger of Nivalis and Alpine in July 2017 and previously served as a member of the board of directors of Alpine since June 2016. Dr. Thompson currently serves as a private equity partner for OrbiMed Advisors LLC, an investment firm focused on the healthcare sector, where he has also served as venture partner since joining in September 2010. Dr. Thompson is a co-founder of and has served as a member of the board of directors of Corvus Pharmaceuticals, Inc. (Nasdaq: CRVS) since December 2014. Dr. Thompson has served as a director of Decibel Therapeutics, Inc. (Nasdaq: DBTX) since November 2020, as director of PMV Pharmaceuticals, Inc. (Nasdaq; PMVP) since November 2014, and as a director of Silverback Therapeutics, Inc. (Nasdaq: SBTX) since April 2016. Dr. Thompson also served as a director of Adaptimmune Therapeutics plc (Nasdaq: ADAP), a biopharmaceutical company, from 2014 until June 2018, as a member of the board of directors of Prevail Therapeutics Inc. (Nasdaq: PRVL) from October 2017 until January 2021, and as a member of the board of directors of Synthorx, Inc. (Nasdaq: THOR) from April 2018 to January 2020. He also currently serves on the boards of directors of several private companies. Dr. Thompson is a board-certified internist and oncologist and has served as Affiliate Professor of Neurosurgery at the University of Washington since 2010. Dr. Thompson co-founded and served as the chief executive officer of Trubion Pharmaceuticals, Inc., a biopharmaceutical company, from 2002 to 2009. Dr. Thompson previously held executive positions at Chiron Corporation and Becton Dickinson and served on the faculty of the National Cancer Institute following his medical staff fellowship there. Dr. Thompson holds a Sc. B. in Molecular Biology and Mathematics from Brown University and an M.D. from Brown University Medical School.We believe that Dr. Thompson’s venture capital and management experience in the pharmaceuticals industry provides him with the qualifications and skills necessary to serve as a member of our board of directors.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE8BOARD OF DIRECTORS AND CORPORATE GOVERNANCEContinuing DirectorsClass II Directors Continuing in Office until the 2023 Annual Meeting of StockholdersMitchell H. Gold, M.D. has served as our executive chairman, chief executive officer and a member of our board of directors since the completion of the merger of Nivalis and Alpine in July 2017 and prior to the merger served as Alpine’s chief executive officer since June 2016 and as Alpine’s executive chairman and member of Alpine’s board of directors since January 2015. Prior to co-founding Alpine, Dr. Gold was Chairman and Founder of Alpine Biosciences, a privately-held biotech company, from 2012 to 2014. From 2001 to 2012, Dr. Gold served in a variety of roles with Dendreon Corporation (which was acquired by Valeant Pharmaceuticals International, Inc. through an asset purchase agreement), including President, Chief Executive Officer, and Chairman of the board of directors. Earlier in his career, Dr. Gold served as Vice President Globalof Business Development and Chief Strategy Officer for Teva Pharmaceutical Industries, Lt.at Data Critical from March 20132000 to March 2014. Prior2001. From 1995 to joining Teva he spent five years from January 2009 to February 2013 as Operating Partner and Head of the Biotechnology Operating Group at TPG Biotech, the life sciences venture capital arm of TPG Capital. From 2004-2009 Mr. Sekhri2000, Dr. Gold was Founder, President and Chief Executive Officer of Cerimon Pharmaceuticals, Inc. Prior to founding Cerimon, Mr. Sekhri was PresidentElixis Corporation. Dr. Gold is currently a Managing Partner at Alpine BioVentures. Dr. Gold holds an M.D. from Rush Medical College of Rush University Medical Center and Chief Business Officer of ARIAD Pharmaceuticals, Inc. Previously, Mr. Sekhri spent four years at Novartis, as Senior Vice President, and Head of Global Search and Evaluation, Business Development and Licensing for Novartis Pharma AG. Mr. Sekhri completed graduate worka B.S. in Neuroscience atBiology from the University of Maryland School of Medicine, where he also received his BS in Zoology. Mr. Sekhri is currentlyWisconsin.We believe that Dr. Gold possesses specific attributes that qualify him to serve as a member of our board of directors, including more than 20 years of experience in senior executive management roles with both early stage and public biopharmaceutical companies.Jay Venkatesan, M.D. has served as a member of our board of directors since the Board of Directors of three publicly-traded companies, Veeva Systems, Pharming N.V., and Enumeral Biomedical, and was a recent board observer at IMS Health. Additionally, he is on the Board of Directorscompletion of the non-profit Cancer Research Institute, the BioExec Institute, Inc., the Industry Advisory Boardmerger of the Michael J. Fox Foundation, the TB Alliance, the Tectonic Theatre Project,Nivalis and was recently electedAlpine in July 2017, served as our president from July 2017 to the Board of Directors of Young Concert Artists, Inc. Mr. SekhriAugust 2018 and previously served as Alpine’s chief executive officer from November 2015 to June 2016 and Alpine’s president from June 2016 to July 2017. Dr. Venkatesan also served as a Member of the Board of Trustees of Carnegie Hall from 2010-2012, where he is now an active member of their Patrons Council. Our BoardAlpine’s board of Directors believes that Mr. Sekhri's extensive experience in operational and strategic drug development and his outstanding reputation and expertise in the biomedical community give him the qualifications and skills to serve as a director.Directors Continuing in Office Until the 2017 Annual Meeting—Class II The following table sets forth the name, age and position of each of our directors in Class II as of March 15, 2016:NameAgePositionHoward Furst, M.D. 48ChairmanEvan Loh, M.D. 57DirectorHoward Furst, M.D., joined our Board in April 2010 and was elected Chairman of the Board in June 2014.since November 2015. Since May 2018, Dr. FurstVenkatesan has been a Partner at Deerfield Management Company since 2007. Dr. Furst served as the Chief Executive Officer of NitroMed from 2009 to 2011. From 2006 to 2007, he was a Portfolio Manager for the healthcare group at Magnetar Capital. From 2000 to 2006, he was a principal at Maverick Capital. From December 2009 to July 2013, Dr. Furst served on the board of Talon Therapeutics. He received his M.D. from the New York University School of Medicine, an M.B.A. with a dual concentration in Finance and Healthcare Administration from the Wharton School of Business at the University of Pennsylvania and a B.A. from the University of Pennsylvania. Our Board of Directors believes that Dr. Furst's healthcare investing and medical expertise, as well as his experience in finance and strategic planning, give him the qualifications and skills to serve as a director.Evan Loh, M.D., joined our Board in February 2012. Dr. Loh has been the Presidentchief executive officer and a member of the board of directors of Paratek Pharmaceuticals since JuneAngion Biomedica, Inc., a private pharmaceutical company. Prior to joining Alpine, Dr. Venkatesan was the executive vice president and general manager of Oncothyreon, Inc. (now Cascadian Therapeutics, which was acquired by Seattle Genetics, Inc. in March 2018) from August 2014 to May 2015 following Oncothyreon’s acquisition of Alpine Biosciences, where he served as co-founder and chief executive officer. Previously, Dr. Venkatesan was the founder, portfolio manager, and managing director of Ayer Capital Management, a global healthcare equity fund from 2008 to 2013. Prior to that, he was a director at Brookside Capital Partners from 2002 to 2007. Earlier in his career, Dr. Venkatesan was involved in healthcare investing at Partricof & Co. Ventures from 1995 to 1996 and consulting at McKinsey & Company from 1993 to 1995. Dr. Venkatesan is currently a managing partner at Alpine BioVentures. In addition, Dr. Venkatesan currently serves on the board of directors of CellBioTherapy and served on the board of directors of Exicure Therapeutics (Nasdaq: XCUR) until December 2020. Dr. Venkatesan received an M.D. from the University of Pennsylvania School of Medicine, an M.B.A. from the Wharton School of the University of Pennsylvania, and a B.A. in Chemistry from Williams College.We believe that Dr. Venkatesan possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience on the boards of and in management positions with biopharmaceutical companies, including publicly-traded companies.Xiangmin Cui, Ph.D. has served as its Chief Medical Officera member of our board of directors since January 2019. Dr. Cui has served as managing director of Decheng Capital, an investment firm focused on life sciences companies, since he founded the firm in 2011. Prior to founding Decheng, Dr. Cui was an investment partner at Bay City Capital, an international life science venture capital firm in San Francisco. Dr. Cui was previously director of strategic investment for the Southern Research Institute, a not-for-profit research organization. Prior to that, Dr. Cui co-founded Pan Pacific Pharmaceuticals and Hucon Biopharmaceuticals, where he led efforts in discovery and development of several key technologies in the fields of oncology, cardiology, and infectious and inflammatory diseases. Dr. Cui has served as a member of the board of directors of ARMO BioSciences, Inc., a publicly-traded immuno-oncology company acquired by Eli Lilly and Company in May 2018, from August 2017 to May 2018, has served on the board of directors of Cue Health (Nasdaq: HLTH) since December 2012. From December 2013 to June 2014,2020 and also currently serves on the boards of directors of several private companies. Dr. Loh also served as the Executive Chairman of Paratek Pharmaceuticals. From October 2009 to January 2012, Dr. Loh served as Senior Vice President, DevelopmentCui holds a Ph.D. in Cancer Biology from Stanford University and Strategic Operations, Worldwide Researcha BS and Development at Pfizer. Prior to joining Pfizer, Dr. Loh was Vice President, Clinical Research & Development at Wyeth, a pharmaceutical company, where he was responsible for leadership and strategic oversight of clinical development efforts across multiple therapeutic areas throughout the world. Dr. Loh received his A.B.MS in Molecular Biology from Harvard College and his M.D. from Harvard Medical School. He completed his Internal Medicine and Cardiovascular fellowship training at Brigham and Women's Hospital. Our Board of Directors believesPeking University.We believe that Dr. Loh's extensiveCui’s venture capital and management experience in operationalthe pharmaceuticals industry provides him with the qualifications and skills necessary to serve as a member of our board of directors. Dr. Cui was appointed to the Board pursuant to the terms of the securities purchase agreement relating to our January 2019 private placement.Table of Contentsstrategic drug development and his outstanding reputation and expertise in the medical community give him the qualifications and skills to serve as a director.Class III Directors Continuing in Office Untiluntil the 20182024 Annual Meeting—Class III The following table sets forth the name, age and positionMeeting of eachStockholdersRobert Conway has served as a member of our board of directors since the completion of the merger of Nivalis and Alpine in Class IIJuly 2017 and previously served as a member of March 15, 2016:NameAgePositionRobert Conway62DirectorJon Congleton52President and Chief Executive OfficerRobert Conway joined our Board inthe board of directors of Nivalis since April 2015. From 1999 to 2012, Mr. Conway served as the Chief Executive Officerchief executive officer and member of the board of directors of Array BioPharma (Nasdaq: ARRY), a publicly traded biopharmaceutical company. Prior to joining Array, Mr. Conway was the Chief Operating Officerchief operating officer and Executive Vice Presidentexecutive vice president of Hill Top Research, from 1996 to 1999. From 1979 until 1996, Mr. Conway held various executive positions for Corning Inc. (NYSE: GLW), including Corporate Vice Presidentcorporate vice president and General Managergeneral manager of Corning Hazleton, a contract research organization. Since 2013, Mr. Conway has served on the Boardboard of Directorsdirectors of ARCA BioPharma (Nasdaq: ABIO), a publicly traded biopharmaceutical company, and was elected Chairman in June 2014. From 2004 to 2013, heMr. Conway served on the Boardsboard of Directorsdirectors of PRA International (Nasdaq: PRAH), which was a public company for a portion of his tenure there, and eResearch Technology, a private company.there. Mr. Conway serves asis also a member of the Chairmanboard of Wall Family Enterprise, a leading librarydirectors of Signant Health and educational supplies company.Advarra, Inc., private clinical technology companies. In addition, Mr. Conway is a member of the Strategic Advisory Committeestrategic advisory committee of Genstar Capital. Mr. Conway received a B.S. in accounting from Marquette University in 1976. Our Board of Directors believesWe believe that Mr. Conway'sConway’s experience and expertise in the pharmaceutical industry, in pharmaceutical development and clinical trials, and in corporate finance, governance, accounting and public company compliance give him the qualifications and skills to serve as a director.Jon CongletonJames N. Topper, M.D., Ph.D. has served as our President and Chief Executive Officer and as a member of our Boardboard of directors since January 1, 2015.the completion of the merger of Nivalis and Alpine in July 2017 and prior to the merger served as a member of the board of directors of Alpine since June 2016. Dr. Topper has been a partner with Frazier Life Sciences since August 2003, serving as general partner since 2005. Before joining Nivalis, Mr. Congleton was at Teva Pharmaceuticals from November 1996 to December 2014, where he most recentlyFrazier Life Sciences, Dr. Topper served as Senior Vice President, Global Central Nervous Disordershead of the cardiovascular research and Paindevelopment division of Millennium Pharmaceuticals, Inc. and ran Millennium San Francisco (formerly COR Therapeutics, Inc.) from April 20132002 to December 2014,2003. Before the merger of COR and Millennium in 2002, Dr. Topper served as Senior Vice President Global Medicine Groupthe vice president of biology at COR from November 20111999 to April 2013. Prior to that, Mr. Congleton held positions2002. Dr. Topper currently serves as a member of the board of directors of AnaptysBio, Inc. (Nasdaq: ANAB) and Frazier Life Sciences Acquisition Corporation (Nasdaq: FLAC), and has served on numerous other boards of directors, including Allena Pharmaceuticals (Nasdaq: ALNA), Phanthom Pharmaceuticals, Inc. (Nasdaq: PHAT), Aptinyx, Inc. (Nasdaq: APTX), Entasis Therapeutics Holdings Inc. (Nasdaq: ETTX), Sierra Oncology, Inc. (formerly ProNai) (Nasdaq: SRRA), Amicus Therapeutics, Inc. (Nasdaq: FOLD), Portola Pharmaceuticals, Inc. (Nasdaq: PTLA), and La Jolla Pharmaceutical Company (Nasdaq: LJPC). Dr. Topper received his M.D. and Ph.D. in general managementbiophysics from Stanford University and global strategic marketing, including General Manager of Teva Neuroscience. Prior to joining Teva, Mr. Congleton spent ten years in a variety of commercial roles with predecessor companies of Sanofi. Mr. Congleton earned ahis B.S. in marketingbiology from Kansas State University. Our Boardthe University of Directors believesMichigan.We believe that Mr. Congleton's mixDr. Topper’s experience overseeing Frazier Life Sciences’ investments in biotechnology, his experience in senior management positions, and his significant knowledge of business development, operationsindustry, medical and commercialization experience make him well suited to drive Nivalis through its next phase of development give himscientific matters, provide Dr. Topper with the qualifications and skills to serve on our board of directors.Christopher Peetz has served as a director.THE BOARD OF DIRECTORS RECOMMENDSA VOTE "FOR" EACH OF THE NAMED NOMINEES.INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCEIndependencemember of our board of directors since April 2018. Mr. Peetz has been the Boardpresident and chief executive officer of Directors As required underMirum Pharmaceuticals, Inc. since March 2019 and president since November 2018. He has served as an entrepreneur-in-residence at Frazier Healthcare Partners since May 2017. He served as the NASDAQ listing standards,chief executive officer of Flashlight Therapeutics, Inc. from May 2017 until December 2019 and served as chief financial officer and head of corporate development at Tobira Therapeutics, Inc., a majoritypublicly-traded biotechnology company acquired by Allergan plc in November 2016, from May 2014 to December 2016. Prior to joining Tobira Therapeutics, Mr. Peetz served as vice president, finance & corporate development of Jennerex Biotherapeutics, a private biopharmaceutical company. Prior to Jennerex, Mr. Peetz held various positions at Onyx Pharmaceuticals, Inc. (now Amgen), including oversight of financial planning and analysis, corporate strategy, product lifecycle management and commercial roles. Prior to Onyx, Mr. Peetz provided merger and acquisition advisory services at LaSalle Corporate Finance, a part of ABN AMRO, and held positions at Abgenix Inc. and Solazyme Inc. Mr. Peetz received an MBA from Stanford Graduate School of Business and a B.S.B.A. in Finance, International Business and French from Washington University in St. Louis.We believe Mr. Peetz’ experience in senior management positions in both business and finance and his experience supporting various corporate and financing transactions provide him with the membersqualifications and skills to serve on our board of directors.Director IndependenceOur board of directors has undertaken a listed company's Boardreview of Directors must qualify as "independent," as affirmatively determined byits composition, the Board. The Board consultscomposition of its committees and the independence of current directors and considered whether any such director has a material relationship with our counselus that could compromise his or her ability to ensure that the Board's determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent," including those set forthexercise independent judgment in pertinent listing standards of NASDAQ, as in effect from time to time.carrying out his or her responsibilities. Based uponTable of Contents Consistent with these considerations, after review of all relevant identified transactions or relationships betweeninformation requested from and provided by each current director or any ofconcerning his or her background, employment and affiliations, including family members, and Nivalis, our senior management and our independent registered public accounting firm,relationships, the Boardboard of directors has affirmatively determined that the following five directors are independent directors within the meaning of the applicable NASDAQ listing standards: Mr. Sekhri, Mr. Moore, Dr. Furst, Mr. Conway and Dr. Loh. In making this determination, the Board found that none of our current directors, except for Dr. Gold, have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors or nomineesis an “independent director” as defined under the rules of the Nasdaq. The board of directors also determined that Messrs. Conway (chairman) and Peetz and Ms. Hernday, who comprise our audit committee, Drs. Topper (chairman), Thompson and Cui, who comprise our compensation committee, Drs. Thompson (chairman) and Cui and Mr. Conway, who comprise our nominating and corporate governance committee, satisfy the independence standards for director hadthose committees established by applicable SEC rules and the rules of Nasdaq.Board Leadership StructureOur board of directors believes that having a material or other disqualifying relationshipcombined chairman and chief executive officer, along with Nivalis. Mr. Congleton, our President and Chief Executive Officer, is not ana lead independent director, by virtue of his relationship with us.Board Leadership Structure We have structuredis the appropriate leadership structure for us at this point in our Board in a way that we believe effectively serves our objectives of corporate governance and management oversight. We separate the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles.company’s development. We believe that the Chief Executive Officer should be responsible for the day to daythis structure provides appropriate leadership and performance of the company, while the Chairman of the Board should work with the Chief Executive Officer and the rest of the Board to assist in setting the strategic direction for the company and provide guidance to, and oversight of our company and facilitates effective functioning of both management and the Chief Executive Officer. The Chairman also setsboard. Our corporate governance guidelines are posted on our website at https://ir.alpineimmunesciences.com/governance.Board Diversity Matrix as of April 20, 2022 Board Size: Total number of directors: 8 Gender: Male Female Non-Binary Number of directors based on gender identity 6 1 — Number of directors who identify in any of the categories below: African American or Black — — — Alaskan Native of American Indian — — — Asian — — — Hispanic or Latino — — — Native Hawaiian or Pacific Islander — — — White 5 1 — Two or More Races or Ethnicities 1 — — LGBTQ+ — — — Undisclosed 1 Board MeetingsDuring the agenda for Board meetings and presides over them.Rolefiscal year ended December 31, 2021, our board of directors held five meetings. No director attended fewer than 75% of the Board in Risk Oversight and Risk Management Onetotal number of meetings of the Board's key functions is informed oversightboard of directors and the committees of which they were a member.In order to promote open discussion among independent directors, our risk management process.board of directors has a policy of holding regular executive sessions of non-management directors during each regularly scheduled board meeting and an executive session including only independent directors at least once each year (and at such other times as requested by an independent director). The Board does not have a standing risk management committee, but rather administers this oversight function directly throughchair of the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. Our Board performs this oversight role by using several different levels of review. In connection with its reviews of our operationsnominating and corporate functions, our Board addresses the primary risks associated with those operations and corporate functions. In addition, our Board reviews the risks associated with our business strategies periodically throughout the year as partgovernance committee presides at executive sessions of its consideration in undertaking any such business strategies. In addition, while the Board is responsible for monitoring and assessing strategic risk exposure, the Audit Committee has the responsibilityindependent directors.Attendance of Directors at Annual Meetings of StockholdersPursuant to consider and discuss the major financial risk exposures and the steps management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our accounting and financial reporting processes. In accordance with the Nominating and Corporate Governance committee's charter, the Nominating and Corporate Governance Committee is responsible for establishing and monitoring the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. The Compensation Committee assessesabsent unusual circumstances, each director is expected to attend the annual meeting of stockholders. Two of our directors attended our 2021 annual meeting of stockholders.Board CommitteesOur board of directors has three standing committees — an audit committee, a compensation committee, and monitors whether any compensation policiesa nominating and programs have the potential to encourage excessive risk-taking.Meetings of the Board of Directors The Board met nine times during the 2015 fiscal year. The independent members of the Board met separately as a group in connection with four regularly scheduled board meetings in 2015. During 2015,corporate governance committee, each of which has the composition and responsibilities described below. The nominating and corporate governance committee and the board of directors then in office attendedevaluate committee membership at least 75%annually. Our board of the aggregate of all meetings of the Board and all meetings of the committees of the Board on which such director then served,directors may from time to time establish other than Dr. Loh who attended six of the nine meetings of the Board in 2015.Table of ContentsINFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS The Board has three standing committees: an Audit Committee a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for fiscal year 2015, for eachresponsibilities of the Board committees:Name Audit Compensation Nominating and
Corporate
Governance X X X X X X X X X X X 2 5 0
audit committee include, but are not limited to, the following:(1)Chairman of the Audit Committee.(2)Chairman of the Nominating•meeting with our independent auditors, our management team and Corporate Governance Committee.(3)Mr. Leff will no longer be a member of any of the committees of the Board following expiration of his term at the Annual Meeting.(4)Chairman of the Compensation Committee.Board Committees Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel orsuch other experts or consultants,personnel as it deems appropriate to carry out its responsibilities. The Board has determined that each member of eachconduct and assist with certain audit committee meets the applicable NASDAQ rules and regulations regarding "independence" and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to Nivalis.Audit Committee• The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to overseeoverseeing our corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions, which include the following:•appointing, compensating, retaining, evaluating, terminating and overseeingdeciding whether to appoint, retain or terminate our independent registered public accounting firm;•discussing with our independent registered public accounting firm their independence from management;•reviewing with our independent registered public accounting firmauditors, including the scopesole authority to approve all audit engagement fees and results of their audit;•approvingterms and to pre-approve all audit and permissiblepermitted non-audit and tax services to be performedprovided by ourthe independent registered public accounting firm;auditors;••overseeing the financial reporting processreviewing and discussing with management and our independent registered public accounting firmauditors the interim and annual financial statements, that we fileincluding certain disclosures, addressing any issues encountered in the course of the audit work, and evaluating the performance of our independent auditors;•discussing with management our earnings press releases, financial information and any earnings guidance provided to analysts and ratings agencies;•discussing with management and the SEC;•reviewinginternal auditors (if any) our disclosure controls, internal accounting and monitoring our accounting principles,financial controls and accounting policies financial and accounting controlspractices;•discussing with management any outsourcing of the internal audit function (if any), including selection of vendor, fees paid and compliance with legal and regulatory requirements;areas to be audited;
••confidentialreceipt, retention and anonymous submissiontreatment of concernscomplaints received by us regarding questionablecertain accounting internal control or auditingaudit matters;•establishing policies governing the hiring by us of any current or former employee of our independent auditors;•reviewing our compliance with applicable laws and regulations and to review and oversee our policies and procedures designed to promote and monitor regulatory compliance;•
obtaining assurance from the independent auditors that the audit of the financial statements was conducted in a manner consistent with Section 10A of the Exchange Act;•reviewing, approving and overseeing transactions between us and any related person and any other potential conflict of interest situation;•administering our Whistleblower and Non-Retaliation Policy and responding to and resolving related complaints or concerns;•overseeing portions of our Code of Business Conduct and Ethics as designated by our board of directors;•providing our board of directors with the results of its monitoring and recommendations derived from its responsibilities;•reviewing and approving related person transactions. The Audit Committee is currently composedour investment policy;•providing the independent and internal auditors with access to the board of directors; and•producing the report required to be prepared for inclusion in our annual proxy statement.Since December 2020, the audit committee has consisted of three directors: Mr.Messrs. Conway (Chair), Dr. Loh(chairman) and Mr. Moore. The Audit Committee met two times during the fiscal year. The Audit CommitteePeetz and Ms. Hernday. Our board of directors has adopted a written charter that is available to stockholders on our website at www.nivalis.com. The Board reviews the NASDAQ listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee are independent (as independence is currently defined in the NASDAQ listing standards). The Board has also determined that Mr. Conway qualifies asis an "audit“audit committee financial expert,"expert” as defined in applicablethe SEC rules. The Boardrules and made a qualitative assessment of Mr. Conway'sConway’s level of knowledge and experience based on a number ofseveral factors, including his prior experience, business acumen and independence.Report Our board of directors has concluded that the Audit Committeecomposition of the Board of Directors(1) The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2015 with management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the audit committee concerningmeets the requirements for independence under the rules and has discussed withregulations of Nasdaq and the independent registered public accounting firm the accounting firm's independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.SEC.Mr. Robert ConwayDr. Evan LohMr. John MooreCompensation CommitteeCompensation Committee of the Board is currently composed of four directors: Mr. Moore (chair), Mr. Leff, Dr. Loh and Mr. Sekhri. Mr. Leff will no longer be a member of our Compensation Committee following the expiration of his term as a director at the Annual Meeting. Our Board has affirmatively determined that all members of the Compensation Committee are independent, as independence is currently defined in the NASDAQ listing standards. The Compensation Committeeaudit committee met sixfive times during the fiscal year.2021. The Compensation Committeeaudit committee also meets periodically with our outside auditors without management present, at such times as it deems appropriate. Our board of directors has adopted a written charter thatfor the audit committee in compliance with the applicable rules of the SEC and the Nasdaq listing standards and which is available to stockholders on our website at www.nivalis.com.
https://ir.alpineimmunesciences.com/governance.(1)The material in this report is not "soliciting material," is not deemed "filed" with the Commission and is not to be incorporated by reference in any filing of Nivalis under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. The Compensation CommitteeThe compensation committee acts on behalf of the Boardboard of directors to review, adopt and oversee our compensation strategy, policies, plans and programs, and its responsibilities include the following:•Setting the overallsetting our compensation strategy and compensation policies for our executive officers and directors.directors;••Annually reviewing and approving our corporate goals and objectives relevantrelative to the compensation of the Chief Executive Officer and otherour executive officers and evaluating the Chief Executive Officer's and the otherour executive officers'officers’ performance in light of those goals and objectives.objectives;••Annually reviewing and determining, or recommendingmaking recommendations to our board of directors to determine, the Board for determination, for our Chief Executive Officer and the other executive officers (1)base salary, the annual base salary level, (2) the annual incentive opportunity level and any related goals, (3) the long-term incentive opportunity and level and any related goals and (4) any supplemental benefits or perquisites.prerequisites for our executive officers;12••Reviewingreviewing and approving, or recommendingmaking recommendations to our board of directors to approve, the Board for approval, for the Chief Executive Officer and other executive officers, employment agreements,arrangements, severance arrangements, change in control arrangements, and other similar arrangements and amendments to or waivers of any such agreements.for our executive officers;••Reviewingreviewing and making recommendations to the Board concerning the adoption, terms and operationour board of ourdirectors regarding compensation plans for all directors, executive officers and other officers, including incentive-compensation plans and equity-based plans.plans;••Administeringgranting equity awards under our incentive-compensation plan, equity based plan, employee stock purchase plan or other employee benefit plans.equity-based compensation plans, with limited authority to delegate such functions;•
reviewing and discussing certain risk incentives related to incentive compensation granted to our executive officers;•Discussingdiscussing and reviewing whether the incentive compensation arrangements for our executive officers promote appropriate approaches to the management and mitigation of risk.risk;••Overseeingoverseeing and assisting in the preparation of the compensation tables and related narrative disclosure required to be included inselect portions of our proxy statementstatements and annual report on Form 10-K in accordance with SEC rulesreports related to compensation;•reviewing director and regulations from time to time, reviewing and approving thecommittee member compensation discussion and analysis contained in our proxy statement each year and preparing a report for inclusion in our proxy statement and annual report on Form 10-K with respect to the compensation discussion and analysis.•Reviewing director compensation for service on the Board and Board committees and recommending any changes to the Board.Compensation Committee Processes and Procedures Typically, the Compensation Committee meets on a regular basis as it deems appropriate. The agenda for each meeting is usually developed by the Chairour board of the Compensation Committee. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant's reasonable fees and other retention terms. The Compensation Committee has retained Compensia, an independent compensation consultant, to assist the Compensation Committee indetermining a peer group of companies for purposes of benchmarking executive and director compensation and to generally advise the Compensation Committee on our executive and director compensation programs. The Compensation Committee has the sole authority to approve the terms of the engagement of Compensia. Compensia did not provide any services to us or our Compensation Committee other than as described above. Our Compensation Committee has determined that there is no conflict of interest in Compensia's engagement that would prevent Compensia from independently representing the Compensation Committee. Although our Board and Compensation Committee consider the advice and recommendations of our independent compensation consultants as to our executive and director compensation programs, our Board and Compensation Committee ultimately make their own decisions about these matters. Our Compensation Committee may engage other independent compensation consultants to provide additional guidance for executive compensation and conduct further competitive benchmarking against a peer group of publicly traded companies. The Compensation Committee annually reviews executive compensation in light of general market conditions in the life science industry, our development stage and other factors. As part of this review process, the Compensation Committee reviews annually the compensation programs of companies in our peer group. In 2015, this compensation peer group was comprised of companies that were selected on the basis of their similarity to us, as determined using the following criteria:Industry sector—biotechnology and pharmaceuticals;•Market capitalization—approximately $70 million to $400 million at the time of selection;•Lead product in FDA Phase I or Phase II;•Financial stability—cash and short-term investment reserves of approximately $20 million and a stock price of greater than $2.00 per share; and•Similar business model—orphan drug or rare disease. The companies approved by the Compensation Committee as the peer group for 2015 were as follows: •Akebia Therapeutics •Ignyta •Applied Genetic Technologies •La Jolla Pharmaceuticals •Arrowhead Research •Loxo Oncology •Athersys •MEI Pharma •BIND Therapeutics •Ocera Therapeutics •ChemoCentryx •Stemline Therapeutics •Cymabay Therapeutics •TRACON Pharmaceuticals •Cyokinetics •Verastem •Dicerna Pharmaceuticals •Concert Pharmaceuticals •GlycoMimetics •Mirati Therapeutics •Idera Pharmaceuticals •Neuralstem The Compensation Committee annually reviews the criteria and the companies in our peer group with the assistance of Compensia to ensure that the group consists of a comparable set of companies that are appropriate for purposes of benchmarking our executive and director compensation. In 2015, the Compensation Committee approved increases in our named executive officers' salaries based on its analysis of peer company data, individual performance and other factors. In setting 2015 base salary and cash bonus award amounts for our named executive officers, the Compensation Committee analyzed the peer group data and targeted cash compensation generally in the 50th percentile of cash compensation paid to similarly situated executive officers within the peer group.The Compensation Committee recommended and approved a base salary of $450,000 for Mr. Congleton, a base salary of $383,835 for Ms. Troha, and a base salary of $357,000 for Mr. Carruthers for the fiscal year 2016, and that the target annual performance bonus for Mr. Congleton would equal 50% of his annual base salary, the target annual performance bonus for Ms. Troha would equal 35% of her annual base salary and the target annual performance bonus for Mr. Carruthers would equal 35% of his annual base salary. Historically, the Compensation Committee has reviewed and made adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the fourth quarter of the year or the first quarter of the following year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. The Compensation Committee reviews and approves the compensation of the Chief Executive Officer and our other executive officers, including annual base salaries, target performance bonus percentages, annual and long-term incentive or bonus awards, employment agreements, and severance and change in control agreements/provisions, in each case as, when and if appropriate, and any special or supplemental benefits. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. The Compensation Committee evaluates the performance of the Chief Executive Officer in light of company and individual goals and objectives, and makes appropriate recommendations for improving performance. In performing the evaluation, the Chair of the Compensation Committee may solicit comments from the other non-employee members of the Board and lead the Board in an overall review of the Chief Executive Officer's performance in an executive session of non-employee Board members. For all executives as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels.Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is responsible for (1) identifying individuals qualified to become members of the Board; (2) reviewing the qualifications and recommending director nominees to the Board prior to each Annual Meeting of stockholders; (3) recommending the structure, membership and governance of the various standing committees of the Board; (4) developingconsidering and recommending to the Board a setboard of Corporate Governance Guidelines; (5) planning fordirectors the successionfrequency of managementthe advisory vote on executive compensation; and Board members; (6) providing a review function for
The Nominating and Corporate Governance Committeecompensation committee are independent, as independence is currently composed of four directors, Dr. Furst (Chairman), Mr. Leff, Mr. Moore and Mr. Sekhri. Mr. Leff will no longer be a member of our Nominating and Corporate Governance Committee following the expiration of his term as a director at the Annual Meeting. All members of the Nominating and Corporate Governance Committee in 2015 were independent (as currently defined in the NASDAQNasdaq listing standards).standards. The Nominating and Corporate Governance Committee was formed following our initial public offering in
June 2015 and did not meetcompensation committee met five times during the 20152021 fiscal year. The Nominating and Corporate Governance Committeecompensation committee has adopted a written charter that is available to stockholders on our website at www.nivalis.com.
https://ir.alpineimmunesciences.com/governance.
nominees are expected to have considerable management experience that would be relevant to our current and expected future business directions, a track record of accomplishment and a commitment to ethical business practices. The Boardnominating and corporate governance committee also considers diversity in professional experience and skill sets in identifying nominees for director. Our board of directors, along with the nominating and corporate governance committee, utilizes its own resources to identify qualified candidates that meet these criteria to join our board of directors and may, in the future, use an executive recruiting firm to assist in the identification and evaluation of such qualified candidates. For these services, an executive recruiting firm may be paid a fee.
Stockholders who wish to recommend individuals
of the proposed nominee'snominee’s qualifications as a director, a representation that the recommending stockholder is a beneficial or record owner of Nivalisour stock, other information that would be required to be disclosed in a proxy statement filed by Nivalisus in connection with an Annual Meetingannual meeting of stockholders, and any other information we may require to verify the independence of the proposed nominee. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
Eligible stockholders wishing to recommend a director candidate for nomination should contact our corporate secretary in writing.
Stockholder Communications withEthics for directors and executive officers on the Board of Directors
Stockholders and other interested parties may contact any member (or all members) of the Board (including, without limitation, the non-management directors as a group), any Board committee or any Chair of any such committee by U.S. mail or e-mail. To communicate with the Board, any individual director or any group or committeesame website.
All communications received as set forth inperiodically reviewing our accounting, reporting and financial practices, including the preceding paragraph will be opened byintegrity of our consolidated financial statements, the Chief Financial Officersurveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal and internal audit (if applicable)
| Name | Fees Earned or paid in Cash ($) | Option Awards ($)(1) | Total ($) | |||||||||||||||||
| Robert Conway(2) | 58,750 | 68,402 | 127,152 | |||||||||||||||||
| Xiangmin Cui, Ph.D.(3) | 48,750 | 68,402 | 117,152 | |||||||||||||||||
| Natasha Hernday(4) | 47,500 | 68,402 | 115,902 | |||||||||||||||||
| Christopher Peetz(5) | 47,500 | 68,402 | 115,902 | |||||||||||||||||
| Peter Thompson, M.D.(6) | 52,500 | 68,402 | 120,902 | |||||||||||||||||
| James N. Topper, M.D., Ph.D.(7) | 50,000 | 68,402 | 118,402 | |||||||||||||||||
| Jay Venkatesan, M.D.(8) | 40,000 | 68,402 | 108,402 | |||||||||||||||||
| Annual retainer for board membership | $ | 40,000 | |||
| Annual retainer for board chairperson | 25,000 | ||||
| Annual retainer for audit committee chairperson | 15,000 | ||||
| Annual retainer for audit committee member | 7,500 | ||||
| Annual retainer for compensation committee chairperson | 10,000 | ||||
| Annual retainer for compensation committee member | 5,000 | ||||
| Annual retainer for nominating and corporate governance committee chairperson | 7,500 | ||||
| Annual retainer for nominating and corporate governance committee member | 3,750 | ||||
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selectedappointed Ernst & Young LLP, or E&Y,EY, independent registered public accountants, to audit our financial statements for the year ending December 31, 2022.
Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of E&Y as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of E&Y to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determinethe audit committee believes that such a change would be in the best interests of our company and our stockholders.
The affirmative vote of At the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the2022 Annual Meeting, will be requiredthe stockholders are being asked to ratify the selectionappointment of E&Y.
Principal Accountant Fees and Services
The following table represents aggregate fees billed, or expected to be billed, to us for the fiscal years ended December 31, 2015 and December 31, 2014 by E&Y,EY as our independent registered public accounting firm for such years.
| | Fiscal Year Ended 2015 | Fiscal Year Ended 2014 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 916,000 | (2) | $ | 110,000 | ||
Audit-related Fees | — | — | |||||
Tax Fees | — | — | |||||
All Other Fees | — | — | |||||
| | | | | | | | |
Total Fees | $ | 916,000 | $ | 110,000 | |||
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Year Ended December 31, | ||||||||||||||
| Fee Category | 2021 | 2020 | ||||||||||||
| Audit fees(1) | $ | 725,235 | $ | 531,725 | ||||||||||
| Audit-related fees(2) | — | 30,000 | ||||||||||||
| Tax fees(3) | 60,532 | 45,873 | ||||||||||||
| All other fees(4) | — | — | ||||||||||||
| Total fees | $ | 785,767 | $ | 607,598 | ||||||||||
All fees described above were approved by the Audit Committee.
Pre-Approval Policies and Procedures
The Audit Committee pre-approved allexecutive compensation disclosure rules of the above services performed by our independent registered public accounting firm in 2015Securities and did not rely onExchange Commission, the waiver of pre-approval requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X promulgated under the Exchange Act. Each year, the services expected to be performed by the independent registered public accounting
firm during the subsequent fiscal year are presented to the Audit Committee for pre-approval. Any pre-approval must describe in writing the particular service or category of services. The Audit Committee charter authorizes the Audit Committee to delegate authority to one of its members the authority to approve certain services provided by our independent registered public accounting firm. To date, the Audit Committee has not delegated such authority nor has it adopted a policy relating to pre-approval of services performed by our independent registered public accounting firm.
THE BOARD OF DIRECTORS RECOMMENDSA VOTE IN FAVOR OF PROPOSAL 2
| ||||||||||||||
| Mitchell H. Gold, M.D. | 55 | Executive Chairman and Chief Executive Officer | ||||||||||||
| President and Head of Research and Development | |||||||||||||
| Senior Vice President, Chief Financial Officer and Corporate Secretary | |||||||||||||
| ||||||||||||||
| ||||||||||||||
Janice Troha”
R. Michael Carruthers has served as our Chief Financial OfficerWashington with a B.A. and Secretary since February 4, 2015. From December 1998 to February 2015, he served as Chief Financial Officer for Array BioPharma. Prior to joining Array BioPharma, Mr. Carruthers served as Chief Financial Officer of Sievers Instrument,Masters in Professional Accounting and is a division of Ionics, Inc., and before joining Sievers, was the treasurer and controller for the Waukesha division of Dover Corporation. Mr. Carruthers was previously employed as ancertified public accountant, with Coopers & Lybrand. Mr. Carruthers received a B.S. in accounting from the University of Colorado and a M.B.A. from the University of Chicago.inactive.
Steven Shoemaker, M.D., has served as our Vice President of Clinical Research and Development and as our Medical Director since July 2014. From September 2012 to June 2014, he served as our
Director
| Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||||||||||||||||||||
Mitchell H. Gold, M.D. | 2021 | 523,000 | 2,287,813 | 300,700 | — | 3,111,513 | ||||||||||||||||||||||||||||||||||||||
| Executive Chairman and Chief Executive Officer | 2020 | 500,000 | 566,512 | 317,500 | — | 1,384,012 | ||||||||||||||||||||||||||||||||||||||
| Stanford Peng, M.D., Ph.D. | 2021 | 496,875 | 1,345,772 | 609,400 | (4) | — | 2,452,047 | |||||||||||||||||||||||||||||||||||||
| President and Head of Research and Development | 2020 | 464,000 | 226,605 | (5) | 294,640 | — | 985,245 | |||||||||||||||||||||||||||||||||||||
| Paul Rickey | 2021 | 400,000 | 1,076,618 | 186,000 | — | 1,662,618 | ||||||||||||||||||||||||||||||||||||||
| Senior Vice President and Chief Financial Officer | 2020 | 382,000 | 214,016 | 169,799 | — | 765,815 | ||||||||||||||||||||||||||||||||||||||
| Zelanna Goldberg, M.D. (6) | 2021 | 180,912 | 1,140,770 | — | 365,181 | (7) | 1,686,863 | |||||||||||||||||||||||||||||||||||||
| Former Chief Medical Officer | ||||||||||||||||||||||||||||||||||||||||||||
| Option Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Vesting Commencement Date | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||||||||||||||||||||||||||||||
| Mitchell H. Gold | 01/16/2015 | 12/16/2015 | 51,242 | — | — | 0.45 | 12/15/2025 | |||||||||||||||||||||||||||||||||||||||||||
| 01/20/2017 | 03/14/2017 | 300,624 | — | — | 0.65 | 03/13/2027 | ||||||||||||||||||||||||||||||||||||||||||||
| 01/20/2017 | 04/12/2017 | 208,916 | — | — | 5.02 | 04/11/2027 | ||||||||||||||||||||||||||||||||||||||||||||
| 01/02/2018 | 01/02/2018 | 68,541 | 1,459 | — | (1) | 11.31 | 01/01/2028 | |||||||||||||||||||||||||||||||||||||||||||
| 02/06/2019 | 02/06/2019 | 141,666 | 58,334 | — | (1) | 6.51 | 02/05/2029 | |||||||||||||||||||||||||||||||||||||||||||
| 01/23/2020 | 01/23/2020 | 129,375 | 140,625 | — | (1) | 3.23 | 01/22/2030 | |||||||||||||||||||||||||||||||||||||||||||
| 01/05/2021 | 01/05/2021 | — | 255,000 | — | (1) | 13.20 | 01/04/2031 | |||||||||||||||||||||||||||||||||||||||||||
| Paul Rickey | 04/01/2017 | 04/12/2017 | 74,535 | — | — | 5.02 | 04/11/2027 | |||||||||||||||||||||||||||||||||||||||||||
| 01/02/2018 | 01/02/2018 | 44,062 | 938 | — | (1) | 11.31 | 01/01/2028 | |||||||||||||||||||||||||||||||||||||||||||
| 02/06/2019 | 02/06/2019 | 53,125 | 21,875 | — | (1) | 6.51 | 02/05/2029 | |||||||||||||||||||||||||||||||||||||||||||
| 01/23/2020 | 01/23/2020 | 48,875 | 53,125 | — | (1) | 3.23 | 01/22/2030 | |||||||||||||||||||||||||||||||||||||||||||
| 01/05/2021 | 01/05/2021 | — | 120,000 | — | (1) | 13.20 | 01/04/2031 | |||||||||||||||||||||||||||||||||||||||||||
| Stanford Peng | 09/06/2016 | 09/22/2016 | 161,492 | — | — | 0.65 | 09/21/2026 | |||||||||||||||||||||||||||||||||||||||||||
| 09/06/2016 | 03/14/2017 | 37,267 | — | — | 0.65 | 03/13/2027 | ||||||||||||||||||||||||||||||||||||||||||||
| 01/02/2018 | 01/02/2018 | 63,645 | 1,355 | — | (1) | 11.31 | 01/01/2028 | |||||||||||||||||||||||||||||||||||||||||||
| 09/28/2018 | 09/28/2018 | 125,000 | 125,000 | — | (2) | 6.33 | 09/27/2028 | |||||||||||||||||||||||||||||||||||||||||||
| 02/06/2019 | 02/06/2019 | 53,125 | 21,875 | — | (1) | 6.51 | 02/05/2029 | |||||||||||||||||||||||||||||||||||||||||||
| 04/22/2019 | 04/22/2019 | 50,000 | — | — | (3) | 7.20 | 04/21/2029 | |||||||||||||||||||||||||||||||||||||||||||
| 01/23/2020 | 01/23/2020 | 51,750 | 56,250 | — | (1) | 3.23 | 01/22/2030 | |||||||||||||||||||||||||||||||||||||||||||
| 09/15/2020 | 09/15/2020 | — | — | 80,000 | (4) | 8.28 | 09/14/2030 | |||||||||||||||||||||||||||||||||||||||||||
| 01/05/2021 | 01/05/2021 | — | 150,000 | — | (1) | 13.20 | 01/04/2031 | |||||||||||||||||||||||||||||||||||||||||||
| Zelanna Goldberg | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| A | B | C | ||||||||||||||||||
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights | Weighted- Average Exercise Price of Outstanding Options and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (1) | |||||||||||||||||
| Equity compensation plans approved by security holders: | ||||||||||||||||||||
| Amended and Restated 2015 Stock Plan, as amended, or the 2015 Stock Plan | 1,233,624 | $ | 2.87 | — | ||||||||||||||||
| 2015 Equity Incentive Plan | 323,662 | $ | 12.23 | — | ||||||||||||||||
| 2018 Equity Incentive Plan | 4,329,961 | $ | 8.61 | 284,906 | ||||||||||||||||
| Employee Stock Purchase Plan | — | N/A | 45,211 | |||||||||||||||||
| Total | 5,887,247 | $ | 7.61 | 330,117 | ||||||||||||||||
April 20, 2022.
Except as otherwise noted below, the address for personseach person or entity listed in the table is c/o Nivalis Therapeutics,Alpine Immune Sciences, Inc., 3122 Sterling Circle,188 East Blaine Street, Suite 200, Boulder, CO 80301.
| Common Stock Beneficially Owned | ||||||||||||||
| Name of Beneficial Owner | Shares | Percentage | ||||||||||||
| 5% Stockholders: | ||||||||||||||
| Decheng Capital China Life Sciences USD Fund III, L.P.(1) | 5,942,924 | 18.8 | % | |||||||||||
| OrbiMed Private Investments VI, LP(2) | 4,226,843 | 13.9 | % | |||||||||||
| Alpine Immunosciences, L.P.(3) | 2,675,421 | 8.8 | % | |||||||||||
| Omega Fund VI, L.P.(4) | 2,415,050 | 7.9 | % | |||||||||||
| Frazier Life Sciences VIII, L.P.(5) | 1,629,366 | 5.3 | % | |||||||||||
| Entities affiliated with Avidity Partners Management LP (6) | 2,205,687 | 7.1 | % | |||||||||||
| Entities affiliated with Biotechnology Value Fund L.P. (7) | 1,589,495 | 5.2 | % | |||||||||||
| Lynx1 Capital Management LP (8) | 1,537,345 | 5.1 | % | |||||||||||
| Directors and Executive Officers: | ||||||||||||||
| Mitchell H. Gold(9) | 3,830,068 | 12.2 | % | |||||||||||
| Stanford Peng(10) | 641,755 | 2.1 | % | |||||||||||
| Paul Rickey(11) | 291,049 | * | ||||||||||||
| Zelanna Goldberg(12) | — | — | ||||||||||||
| Jay Venkatesan(13) | 3,057,629 | 10.0 | % | |||||||||||
| Peter Thompson(14) | 4,261,609 | 14.0 | % | |||||||||||
| James N. Topper(15) | 3,165,774 | 10.4 | % | |||||||||||
| Robert Conway(16) | 92,621 | * | ||||||||||||
| Christopher Peetz (17) | 36,666 | * | ||||||||||||
| Xiangmin Cui(18) | 5,970,040 | 18.9 | % | |||||||||||
| Natasha Hernday(19) | 19,316 | * | ||||||||||||
| All current directors and executive officers as a group (10 persons)(20) | 18,691,106 | 54.7 | % | |||||||||||
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned | |||||
|---|---|---|---|---|---|---|---|
Directors, Named Executive Officers and Executive Officers: | |||||||
Jon Congleton(1) | 179,494 | 1.1 | % | ||||
Robert Conway(2) | 18,925 | * | |||||
Howard Furst, M.D.(3) | 8,288 | * | |||||
Jonathan Leff(4) | 8,288 | * | |||||
Evan Loh, M.D.(5) | 13,554 | * | |||||
John Moore(6) | 13,554 | * | |||||
Paul Sekhri(7) | 638 | * | |||||
Janice Troha(8) | 93,200 | * | |||||
R. Michael Carruthers(9) | 65,166 | * | |||||
All executive officers and directors as a group (11 persons)(10) | 480,819 | 3.0 | |||||
5% Stockholders: | |||||||
Deerfield Management(11) | 3,732,412 | 24.1 | |||||
Wellington Management Company, LLP(12) | 1,811,453 | 11.7 | |||||
Estate of Arnold H. Snider, III(13) | 1,557,228 | 10.1 | |||||
Biotechnology Value Fund(14) | 1,195,013 | 7.7 | |||||
| (*) | Less than one percent. | ||||
(8)SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons whoAccording to a Schedule 13G filed on April 22, 2022, Lynx1 Master Fund LP ("Lynx1 Fund") beneficially own more than 10 percent of a registered classowns 1,537,345 shares of our equity securities,common stock. Lynx1 Capital Management LP ("Lynx1 Management") is the investment manager to file withLynx1 Fund, and Westin Nichols is the SEC initial reportssole member of ownershipLynx1 Capital Management GP LLC, the general partner of Lynx1 Management. Mr. Nichols shares voting and reports of changes ininvestment power over the shares held by Lynx1 Fund and as a result may be deemed to have beneficial ownership of common stock and other equity securities of the company. Officers, directors and greater than 10 percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10 percent beneficial owners were complied with.
Summary Compensation Table
shares. The following table showsaddress for the fiscal years ended December 31, 2015 and 2014, compensation awarded or paid to, or earned by, our principal executive officer and our two other most highly compensated executive officers at December 31, 2015, who we refer to collectively as the "named executive officers".
Name | Year | Salary ($)(1) | Bonus ($)(2) | Option Awards ($)(3) | Nonequity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jon Congleton(6) | 2015 | $ | 375,000 | — | $ | 2,792,832 | $ | 206,250 | $ | 42,750 | $ | 3,416,832 | ||||||||||
Chief Executive Officer and President | 2014 | — | — | — | — | — | — | |||||||||||||||
Janice Troha | 2015 | 363,825 | — | 1,164,776 | 175,091 | 7,950 | 1,711,642 | |||||||||||||||
Executive Vice President and Chief Operating Officer | 2014 | 363,825 | 50,000 | — | — | 7,800 | 421,625 | |||||||||||||||
R. Michael Carruthers(7) | 2015 | 317,019 | 70,000 | 1,188,243 | 122,198 | 7,950 | 1,705,410 | |||||||||||||||
Chief Financial Officer | 2014 | — | — | — | — | — | — | |||||||||||||||
2015 Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information with respect to outstanding stock option awards and restricted stock for each of the named executive officers as of December 31, 2015.
| | Option Awards(1) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Grant Date(2) | Option Expiration Date | |||||||||||
Jon Congleton | 519,210 | $ | 4.57 | 2/10/15 | 2/10/25 | |||||||||||
| 121,100 | 15.28 | 9/11/15 | 9/11/25 | |||||||||||||
Janice Troha | 6,850 | 1,803 | 3.36 | 10/29/12 | 10/29/22 | |||||||||||
| 165,749 | 4.57 | 2/10/15 | 2/10/25 | |||||||||||||
| 65,400 | 15.28 | 9/11/15 | 9/11/25 | |||||||||||||
R. Michael Carruthers | 207,684 | 4.57 | 2/10/15 | 2/10/25 | ||||||||||||
| 55,400 | 15.28 | 9/11/15 | 9/11/25 | |||||||||||||
Narrative Disclosure to Summary Compensation Table
Elements of Compensation
The compensation for our named executive officers consists of base salary, equity compensation in the form of stock options, incentive cash compensation under our annual performance bonus plan and severance and change in control benefits. The remaining elements of our executive compensation program include a 401(k) plan, medical plans, life and disability insurance, are available to all of our employees and, like our broader employee compensation programs, are intended to make our overall compensation program competitive with those of our peer companies. Our 401(k) plan provides a company safe harbor contribution of 3% of compensation, up to maximum limits under U.S. federal tax laws. Our named executive officers participate in our 401(k) on the same basis as our employees.
Because Mr. Congleton does not reside near our headquarters location, we have agreed to reimburse him for the costs he incurs in traveling to and from our headquarters from time to time. We provide no other perquisites to our named executive officers.
Performance Bonus Plan
Beginning in fiscal 2015, we adopted a performance-based non-equity incentive plan that we intend to continue to provide to our executive officers and employees generally. Under this plan, each
executive officer and employee is eligible for an annual cash incentive payment up to a specified target percentage of the employee's annual base salary. These annual cash bonuses are based upon the level of achievement of pre-specified corporate and individual performance objectives. Each year, and based on the recommendation of the Compensation Committee, the Board approves the performance goals and assigns various weights to the goals. These goals are expected to vary from year to year depending on our overall strategic objectives, but relate generally to accomplishment of established corporate goals, the development and progression of our existing product candidates, achievement of clinical and regulatory milestones, operational goals and financial objectives such as raising and maintaining capital. The Board sets the goals in a manner that, upon achievement of the target levels, are likely to result in cash bonus payments that the Board believes to be approximately the level paid to high-performing executives of comparable companies in the biopharmaceutical industry in our peer group.
At the end of each year, the Compensation Committee makes a determination as to the achievement of each of the specified goals for the year and based on the applicable weighting determines the overall achievement under the plan, with 100% representing achievement at the target level. The percentage of achievement is applied to the target bonus percentages approved by the Compensation Committee on the recommendation of our Chief Executive Officer (other than the target bonus percentage for the Chief Executive Officer which is set solely by the Compensation Committee) to determine the amount of cash bonuses to be paid to the executive officers and other employees. To recognize extraordinary individual performance, the Compensation Committee may also approve individual multipliers to the target bonus percentage for a named executive officer or other employee to increase the bonus otherwise payable at an employee's target bonus percentage in order to reward individual performance. The Compensation Committee has discretion in modifying the terms of the plan and in determining whether or not a cash bonus is paid for any year.
For 2015, based upon recommendations of the Compensation Committee, the Board determined that the target annual bonus for Mr. Congleton would equal 50% of his annual base salary and the target annual bonuses for Mr. Carruthers and Ms. Troha would equal 35% of their respective annual base salaries. The Board also established the corporate goals based on key performance indicators, or KPI's, for 2015, and assigned points and relative weighting to these goals, all of which were communicated to the named executive officers following adoption. The corporate goals for the year included:
For goals relating to our initial public offering, our clinical development plan for N91115 and program partnering or acquisition, the Board approved threshold, target and stretch levels of achievement. Threshold achievement results in a 50% payout under the plan, target achievement results in 100% achievement under the plan and stretch achievement results in 150% achievement under the plan. In January 2016, the Compensation Committee approved overall achievement of the 2015 goals at the 110% level, reflecting achievement above the target levels for the goals relating to execution of the company's initial public offering and development plan, below target for the goal relating to partnering assets, and at target for budget execution and internal operational goals. As a result of this level of achievement, the Compensation Committee approved bonuses of $206,250 for Mr. Congleton, $122,198 for Mr. Carruthers and $175,091 for Ms. Troha for the fiscal year 2015. In calculating the bonus for Ms. Troha, the Compensation Committee approved an individual multiplier of 125% to her 35% target bonus percentage amount in recognition of extraordinary individual performance during the year.
For 2016, based upon the recommendation of the Compensation Committee, the Board determined that the target annual bonus for Mr. Congleton would equal 50% of his annual base salary and the target annual bonuses for Mr. Carruthers and Ms. Troha would equal 35% of their respective annual base salaries. Also on the recommendation of the Compensation Committee, the Board approved the threshold, target and stretch performance goals relating to development milestones for the company's two Phase 2 clinical trials, development support goals for N91115, budget, finance and compliance goals, partnering or licensing goals, and corporate culture objectives.
Discretionary Bonuses
Discretionary cash bonuses are not a typical component of executive officer compensation, but the Compensation Committee has approved such bonuses in the past and may do so in the future in special circumstances such as to ensure retention or to obtain necessary talent. In June 2014, we entered into retention bonus agreements with Ms. Troha and certain other executive officers providing for a cash payment in the amount of $50,000 per person payable in two equal installments subject to continued employment through the applicable payment date and satisfactory performance. The retention bonuses were paid during fiscal 2014. In connection with the commencement of Mr. Carruthers' employment as our Chief Executive Officer, the Compensation Committee approved a one-time signing bonus of $70,000 which was paid in 2015.
Equity Incentive Compensation
We provide equity-based incentive compensation to our named executive officers to promote a closer identification of their interests with those of the company and its stockholders and to further stimulate their efforts to enhance the growth and value of the company.
Stock Incentive Plans
In 2012, we adopted the N30 Pharmaceuticals, Inc. 2012 Stock Incentive Plan, or the 2012 Plan. Upon consummation of our initial public offering in June 2015, we adopted the Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan, or the 2015 Plan. Following effectiveness of the 2015 Plan, no further grants will be made under the 2012 Plan, although all outstanding grants under the 2012 Plan continue to be governed by the terms of the 2012 Plan. Any(i) 109,387 shares subject to outstanding options granted under the 2012 Plan that would for any reason subsequently return to the share reserve of the 2012 Plan under its terms, will not return to the share reserve of the 2012 Plan.
The 2015 Plan, like the 2012 Plan, is intended to promote our long-term success and increase stockholder value by attracting, motivating and retaining non-employee directors, officers, employees and consultants. To achieve this purpose, the 2015 Plan allows the flexibility to grant or award stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance-based awards, cash-based awards and other stock-based awards to eligible individuals, thereby strengthening their commitment to our success and aligning their interests with those of our stockholders. The Compensation Committee administers the 2015 Plan and has the discretion to grant awards and set the terms for awards under the 2015 Plan. The Compensation Committee has delegated to its Chairman, John Moore, the authority to approve the grant of awards to employees who are not subject to Section 16 of the Exchange Act.
Although we did not grant any stock options or other equity awards to the named executive officers during 2014, we historically and intend to continue to grant equity awards to our named executive officers in conjunction with their initial hire and annually during the third quarter of each year following a performance review. Certain of the named executive officers hold stock options granted under the 2012 Plan or restricted stock that relates to historical equity arrangements as well as
stock options granted under the 2015 Plan. The Compensation Committee may also approve other types of awards under the 2015 Plan, including restricted stock units.
Except as otherwise provided in an award agreement, if a participant's service with Nivalis is terminated for any reason (not in connection with a sale of the company, as such term is defined in the 2012 Plan and the 2015 Plan), any unvested portion of an award is automatically forfeited. In the event of a sale of the company, the Compensation Committee may provide that any outstanding award that is not then exercisable shall become exercisable, that restrictions applicable to any outstanding awards shall lapse and that outstanding awards be adjusted, substitute, converted, settled and/or terminated as the committee, in its discretion, deems appropriate.
In February and September 2015, the Compensation Committee granted stock options to certain employees, including each of the named executive officers. The February 2015 options were granted under and in accordance with the terms and conditions of the 2012 Plan and the September 2015 options were granted under and in accordance with the terms and conditions of the 2015 Plan. Each of the options will vest as to 25% of the underlying shares of common stock on the one year anniversary of the date of grant and will vest as to the remaining underlying shares monthly over the following 36 months, provided in each case that the applicable employee remains employed by the company through the applicable vesting date. The exercise price for each option granted after our initial public offering in June 2015 is equal to the closing price of our common stock on the dateheld directly by Dr. Gold, (ii) 1,045,260 shares of grant as reported by the NASDAQ Stock Market on the grant date;our common stock issuable upon the exercise price for each option granted prior toof options within 60 days of April 20, 2022, (iii) 2,600,980 shares of our initial public offering is equal tocommon stock held directly by Alpine Immunosciences, L.P and (iv) 74,441 shares of our common stock issuable upon the fair market valueexercise of warrants held by Alpine Immunosciences, L.P. which are exercisable within 60 days of April 20, 2022. Please see footnote 3 regarding Dr. Gold’s voting and investment power over the shares held by Alpine Immunosciences, L.P.
Employee Stock Purchase Plan
We adopted the Nivalis Therapeutics, Inc. Employee Stock Purchase Plan, which we refer to as our ESPP, effective upon completion of our initial public offering in June 2015. The ESPP is designed to allow our eligible employees, including our named executive officers, to purchase(i) 218,063 shares of our common stock at a discount at semi-annual intervals, with their accumulated payroll deductions. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code. Subject to the terms and conditions of the ESPP, our Compensation Committee administers the ESPP, and has full and exclusive authority to interpret the terms of the ESPP and determine eligibility to participate. Each of our named executive officers participated in the ESPP during 2015.
Employment Agreements
We have entered into written employment agreements with each of our named executive officers. These agreements were negotiated on an arms-length basis and establish the key elements of compensation for each executive.
Chief Executive Officer
We entered into an employment agreement with Mr. Congleton effective January 1, 2015. The initial base salary set forth in the agreement is $375,000. The agreement is for an initial term of one year, and renews annually thereafter for additional one-year terms unless at least 30 days prior to the end of the current term either we or Mr. Congleton provides notice of non-renewal.
The agreement provides that Mr. Congleton is eligible to participate in the employee benefit plans, programs and policies maintainedheld directly by us from time to time. In addition, Mr. Congleton is eligible for
performance bonuses in cash and/or equity on an annual or more frequent basis, as determined at the discretion of our Board of Directors, with a target annual performance bonus equal to 50% of his then current base salary.
The agreement also provides for severance benefits in the event Mr. Congleton's employment is terminated by us without cause, or on account of his disability, subject to his execution of an acceptable release of claims. Severance benefits include (1) monthly severance payments equal to his then-current monthly rate of salary for a period of 12 months, (2) reimbursement of COBRA premiums for a maximum of 12 months and (3) accelerated vesting of those stock options scheduled to vest in the 12-month period following the termination date of his employment.
The agreement also provides that all outstanding, unvested options held by Mr. Congleton will vest in full upon death and that if there is a termination of his employment other than for cause within 12 months of a change in control, all unvested options he holds will become vested.
The agreement also contains customary confidentiality, non-compete and non-solicitation provisions.
Chief Financial Officer
The effective date of Mr. Carruthers' agreement was January 21, 2015. The initial base salary set forth in the agreement is $350,000. The agreement is for an initial term of one year, and renews annually thereafter for additional one-year terms unless at least 30 days prior to the end of the current term either we or Mr. Carruthers provides notice of non-renewal.
The agreement provides that Mr. Carruthers is eligible to participate in the employee benefit plans, programs and policies maintained by us from time to time. In addition, Mr. Carruthers is eligible for performance bonuses in cash and/or equity on an annual or more frequent basis, as determined at the discretion of our Board of Directors, with a target annual performance bonus equal to 30% of his then current base salary.
The agreement also provides for severance benefits in the event Mr. Carruthers' employment is terminated by us without cause, or on account of his disability, subject to his execution of an acceptable release of claims. Severance benefits include (1) monthly severance payments equal to his then-current monthly rate of salary for a period of 12 months, (2) reimbursement of COBRA premiums for a maximum of 12 months and (3) accelerated vesting of those stock options scheduled to vest in the 12-month period following the termination date of his employment.
The agreement also provides that all outstanding, unvested options held by Mr. Carruthers will vest in full upon death and that, upon a change in control, 50% of any unvested options from his initial option grant will become vested and, if there is a termination of his employment other than for cause within 12 months of a change in control, all remaining outstanding, unvested options will become vested.
The agreement also contains customary confidentiality, non-compete and non-solicitation provisions.
Chief Operating Officer
The effective date of Ms. Troha's agreement was November 1, 2012, and the agreement was most recently amended in March 2015. The initial base salary set forth in the agreement is $346,500. The agreement is for an initial term of two years, and will renew after the initial term, and annually thereafter, for an additional one-year term unless at least 30 days prior to the end of the current term either we or Ms. Troha provides notice of non-renewal.
The agreement provides that Ms. Troha is eligible to participate in the employee benefit plans, programs and policies maintained by us from time to time. In addition, Ms. Troha is eligible for performance bonuses in cash and/or equity on an annual or more frequent basis, as determined at the discretion of our Board of Directors.
The agreement also provides for severance benefits in the event Ms. Troha's employment is terminated by us without cause, or on account of disability. Severance benefits include (1) monthly severance payments equal to her then-current monthly rate of salary for a period equal to the greater of 12 months, or the remainder of the term of her employment agreement, (2) reimbursement of COBRA premiums for a maximum of 12 months and (3) accelerated vesting of those stock options scheduled to vest during the 12-month period following the termination date of her employment.
The agreement also provides that any outstanding, unvested options held by Ms. Troha will vest in full upon death. Upon a change in control, all of Ms. Troha's outstanding stock options granted prior to February 10, 2015 will vest and if there is a termination other than for cause within 12 months of a change in control, all unvested options granted after February 10, 2015 that she holds will become vested.
The agreement also contains customary confidentiality, non-compete and non-solicitation provisions.
Potential Payments upon Termination or Change in Control
Severance Benefits under the Employment Agreements
We have agreed to pay the following severance benefits to our named executive officers in the event of an executive's termination by us without cause or in the case of an executive's disability:
Our obligation to provide these severance payments is conditioned upon his or her execution of a separation and release agreement and compliance with customary restrictive covenants and post-termination obligations. In the event we terminate an executive's employment for cause, the executive quits, or the term of the agreement expires, the executive will have no right to receive any severance benefits, except for any accrued and unpaid compensation and vested benefits.
In the event an executive's employment is terminated as a result of death, the executive will have no right to receive any severance benefits, except for any accrued and unpaid compensation and vested benefits, provided that all stock options issued to the executive will become fully vested and exercisable.
Acceleration of Vesting on a Change in Control
Our employment agreements with the named executive officers provide for the acceleration of vesting of outstanding options upon a change in control of our company as described above under "—Employment Agreements".
Compensation Risks
We believe our approach to goal setting, setting of targets with payouts at multiple levels of performance, and evaluation of performance results assist in mitigating excessive risk-taking that could harm the value or reward poor judgment by our executives. Several features of our programs reflect
sound risk management practices. We believe we have allocated compensation among base salary and short and long-term compensation target opportunities in such a way as to not encourage excessive risk-taking. We also believe that the multi-year vesting of our equity awards properly account for the time horizon of risk. Furthermore, the Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking.
Incentive-Based Compensation Recoupment Policy
Our Board has adopted an incentive-based compensation recoupment policy that applies if we are required to restate our financial statements due to a material noncompliance with any financial reporting requirement under the federal securities laws (other than a change in accounting policy or applicable law). The policy allows the company in its discretion to recover incentive-based compensation received by executive officers during the three-year period prior to the date such an accounting restatement is announced where the executive officer's fraud or intentional misconduct gave rise to or contributed to the restatement. The amount to be recovered will be based on the excess, if any, of the incentive-based compensation paid to the executive based on the erroneous data over the incentive-based compensation that would have been paid to the executive if the financial accounting statements had been as presented in the restatement.
Director Compensation
Effective upon consummation of our initial public offering in June 2015, we adopted director compensation guidelines that outline the compensation paid to our non-employee directors for services on our Board, which consists of annual retainer fees and equity compensation in the form of stock option grants. Mr. Congleton receives no separate compensation for his service on the Board. The annual retainer for non-employee directors is $35,000, with an additional annual retainer of $25,000 for the Chairman. Annual retainers for Board committee membership is as follows:
Audit Committee Chairperson | $ | 15,000 | ||
Audit Committee member | $ | 7,500 | ||
Compensation Committee Chairperson | $ | 10,000 | ||
Compensation Committee member | $ | 5,000 | ||
Nominating and Corporate Governance Committee Chairperson | $ | 7,500 | ||
Nominating and Corporate Governance Committee member | $ | 3,750 |
All retainer fees are paid on a quarterly basis in arrears. Non-employee directors also receive an initial stock option grant upon appointment or election to the Board to purchase 11,475Dr. Venkatesan, (ii) 37,266 shares of our common stock and receive annual stock option grantsheld in Septembertrust for the benefit of each year to purchase 7,650Dr. Venkatesan’s children, (iii) 126,879 shares of our common stock. Allstock issuable upon the exercise of options are granted under the 2015 Plan and have an exercise price equal to the closing pricewithin 60 days of April 20, 2022, (iv) 2,600,980 shares of our common stock as reportedheld directly by the NASDAQ Stock Market on the date of grant. The initial stock option grants vest in 36 equal monthly installments over a three-year period from the grant date,Alpine Immunosciences, L.P., and the annual stock option grants vest in 12 equal monthly installments over a 12-month period from the grant date. On a change in control(v) 74,441 shares of our company, all outstanding, unvested optionscommon stock issuable upon the exercise of warrants held by non-employee directors vest in full.
The following table shows for
Name | Fees earned or paid in cash ($)(1) | Option awards ($)(2) | Total ($) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Robert Conway | $ | 27,083 | $ | 206,018 | $ | 233,101 | ||||
Howard Furst, M.D. | 36,563 | 206,018 | 242,581 | |||||||
Jonathan Leff(3) | 23,698 | 206,018 | 229,716 | |||||||
Evan Loh, M.D.(4)(5) | 31,896 | 109,208 | 141,104 | |||||||
John Moore(4)(5) | 40,635 | 109,208 | 149,843 | |||||||
As of December 31, 2015, the non-employee directors held outstanding options to purchase the following number of19,316 shares of our common stock: Mr. Conway 19,125 shares; Dr. Furst 19,125 shares; Mr. Leff 19,125 shares; Dr. Loh 21,148 shares;stock issuable upon the exercise of options within 60 days of April 20, 2022.
Director Agreements
We previously had agreements with certain of our non-employee directors with respect to their service.
Effective February 15, 2012, we entered into agreements with each of Dr. Loh and Mr. Moore that provided that they would each serve as a member of our Board of Directors and would provide such other services as may be reasonably requested. The agreements provided that they may be terminated by either party at any time upon written notice
Indemnification Agreements
We have entered into indemnification agreements with our directors. See "—Limitations of Liability and Indemnification" for additional information.
TRANSACTIONS WITH RELATED PERSONS
Certain Relationships and Related Transactions
The following is a description of transactionseach transaction since January 1, 20142020 and each currently proposed transaction in which:
Series E Financing
In February, March, April, June, July and August 2014, we issued $9.0 million of convertible debt to Deerfield Management and $3.0 million of convertible debt to the Estate of Arnold S. Snider. The convertible debt bore interest at 8.0% per annum. The outstanding principal and accrued and unpaid interest was due and payable on February 3, 2015, unless earlier converted into Series B convertible preferred stock. The conversion price was the lower of $0.351 per share and 75% of the price at which a new series of preferred stock was issued by us. All of this outstanding convertible debt was converted into Series 1 convertible preferred stock as part of the financing discussed in "—Series 1 Financing".
Series 1 Financing
On September 23, 2014, we issued 8,813,203 shares of Series 1 convertible preferred stock at a price of $1.40 per share through the conversion of $12.4 million of debt and related interest held by two separate investors. 2,200,404 shares of Series 1 convertible preferred stock were issued to the Estate of Arnold H. Snider, III, a 5% stockholder, and 6,612,799 shares of Series 1 convertible preferred stock were issued to Deerfield Management,have also a 5% stockholder. For these stockholders, the transactions resulted in an immaterial gain, which was recognized through equity.
Series 2 Financing
In November and December 2014, we issued 11,165,783 shares of Series 2 convertible preferred stock at a price of $2.85 per share resulting in an aggregate purchase price of $31.0 million, of which 2,280,699 shares were sold to Deerfield Management for a purchase price of $6.5 million.
Preferred Stock Conversion
In accordance with the terms of our certificate of incorporation, as then in effect, immediately prior to the closing of our initial public offering in June 2015, our Series 1 convertible preferred stock and Series 2 convertible preferred stock converted into an aggregate of 3,050,604 and 3,864,921 shares of our common stock, respectively. Our Series 1 convertible preferred stock and Series 2 convertible preferred stock was held by the following 5% holders of a class of our capital stock (who are also affiliated with certain of our directors and executive officers): Estate of Arnold H. Snider, III; Deerfield Management entities; RA Capital Healthcare Fund, LP; and Wellington Management (which, including certain affiliated entities, we refer to as the 5% Stockholders). No accrued and unpaid dividends was paid in cash in connection with this conversion.
Right of First Refusal and Co-Sale Agreement
On November 18, 2014, we entered into the Second Amended and Restated Right of First Refusal and Co-Sale Agreement, or the ROFR and Co-Sale Agreement, with certain holders of our common stock and our then outstanding Series 1 convertible preferred stock and Series 2 convertible preferred stock. These holders include the 5% Stockholders. The ROFR and Co-Sale Agreement provided for rights of first refusal and co-sale rights in respect of sales of securities by certain holders of our capital stock. The ROFR and Co-Sale Agreement terminated upon the consummation of our initial public offering in June 2015, and did not apply to the sale of shares in that offering.
Investors' Rights Agreement
Pursuant to the terms of an Investors' Rights Agreement, dated November 18, 2014, or the Investors' Rights Agreement, between us and certain holders of our common stock and our then outstanding Series 1 convertible preferred stock and Series 2 convertible preferred stock, the holders of 8,955,283 shares of our common stock (including shares of common stock issuable upon conversion of our outstanding Series 1 convertible preferred stock and Series 2 convertible preferred stock)arrangements which are entitled to rights with respect to the registration of these sharesdescribed under the Securities Act, as described below. These holders include the 5% Stockholders. The Investors' Rights Agreement also provides holders of our then outstanding Series 1 convertible preferred stock and Series 2 convertible preferred stockcaption “
Demand Registration Rights
At any time beginning 180 days after the effective date of our registration statement for our initial public offering, and upon the request of holders of at least 40% of the then-outstanding shares covered by the Investors' Rights Agreement (we refer to such shares as the Registrable Securities) requesting the registration on Form S-1 of at least 35% of the Registrable Securities then outstanding, we must (i) within 10 days, give notice to all holders of our capital stock with registration rights, who have 20 days to request inclusion in the offering, and (ii) within 90 days, file a registration statement covering all shares timely requested to be registered. We are required to effect no more than three such registrations.
The holders of registration rights can request that we register all or a portion of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3, upon which request we must (i) within 10 days, give notice to all holders of our capital stock with registration rights, who have 20 days to request inclusion in the registration, and (ii) within 45 days, file a registration statement on Form S-3 covering all shares timely requested to be registered. We may be required to effect an unlimited number of such registrations.
We may postpone the filing of a registration statement for up to 90 days once in any 12-month period if our Board of Directors determines in good faith that it would be materially detrimental to us and our stockholders to effect such registration at such time.
Piggyback Registration Rights
If we propose to register any of our common stock under the Securities Act in connection with a public sale solely for cash, we must promptly give notice to all holders of our common stock with registration rights, who have 20 days to request inclusion in the registration, and cause to be registered shares held by our stockholders with registration rights that request to include their shares in the registration statement. However, this right does not apply to certain registrations, such as those relating to any of our employee benefit plans or a corporate reorganization. The managing underwriter of any underwritten public offering will have the right to limit, due to marketing reasons, the number of shares registered by these holders.
Registration Expenses
We will pay all expenses incurred in connection with each of the registrations described above, except for underwriters' discounts, selling commissions and other selling expenses. In addition, we will pay the reasonable fees and disbursements of counsel for the stockholders participating in such registration.
Indemnification
We have agreed, subject to certain exceptions, to indemnify against liabilities resulting from the registrations described above, each selling stockholder that is a party to the Investors' Rights Agreement, including our principal stockholders.
Employment Agreements
We have entered into employment agreements with our executive officers. For a description of the employment arrangements with our named executive officers, see the section of this prospectus entitled "Executive Compensation—Our Named Executive Officers.Employment Agreements”".
Participation in Initial Public Offering
Entities affiliated with certain of the 5% Stockholders or our directors purchased shares of our common stock from the underwriters in our initial public offering in June 2015 at the public offering price. The number of shares that each of our principal stockholders purchased and the aggregate purchase price paid for such shares is set forth in the table below.
Name | Shares of common stock Purchased in Our Initial Public Offering | Aggregate Purchase Price | |||||
|---|---|---|---|---|---|---|---|
Deerfield Management | 250,000 | $ | 3,500,000 | ||||
Wellington Management | 350,000 | $ | 4,900,000 | ||||
R.A. Capital Management | 150,000 | $ | 2,100,000 | ||||
Limitation of Liability and Indemnification
As permitted by Delaware law, our amended and restated certificate of incorporation limits or eliminates the personal liability of our directors to the maximum extent currently or in the future permitted by Delaware law and also provide that:
We have entered into indemnification agreements with our directors and officers to provide such officers and directors with additional contractual assurances regarding the scope of their indemnification. Each of these indemnification agreements will provide that we will indemnify the director or officer to the fullest extent permitted by law for claims arising in his capacity as a director or officer, provided that he acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. We expect that each of these indemnification agreements will provide that in the event that we do not assume the defense of a claim against a director or officer, we will be required to advance his expenses in connection with his defense, provided that he undertakes to repay all amounts advanced if it is ultimately determined that he is not entitled to be indemnified by us.
We also maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we understand that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Policies and Procedures with Respect tofor Related Party Transactions
The Audit Committee
All oftransactions, as designated in the transactions described above were entered into prior to the adoption of this policy. Accordingly, each was approved by disinterested members of our Board after making a determination that the transaction was executed on terms no less favorable than those that could have been obtained from an unrelated third party.
audit committee charter. In addition, our Code of Business Conduct and Ethics requires that each of our employees and directors inform his or her superior or the chairman of the Audit Committee,audit committee, respectively, of any material transaction or relationship that comes to theirhis or her attention that could reasonably be expected to
create a conflict of interest. Further, at least annually, each director and executive officer will complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which thean executive officer, a director or a related person has a direct or indirect material interest.
The deadline for submitting
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy and other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process,Delaware limited partnership, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies.
If you have received notice from your broker that it will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding" and would prefer to receivethe general partner of Frazier Life Sciences Public Fund L.P., a separate set of proxy materials, please notify your broker or Nivalis. Direct your written request to Corporate Secretary, Nivalis Therapeutics, Inc., 3122 Sterling Circle, Suite 200, Boulder, CO 80301 or contact the Corporate Secretary at (720) 945-7700. Stockholders who currently receive multiple copiesDelaware limited partnership. Frazier Life Sciences Public Fund L.P. is a holder of our proxy materialscommon stock.
| Name of Purchaser | Number of Shares of Common Stock Purchased | Number of Shares of Common Stock Subject to Warrants | Aggregate Purchase Price | |||||||||||||||||
| Decheng Capital China Life Sciences USD Fund III, L.P. | 1,542,553 | — | $ | 14,500,000 | ||||||||||||||||
| Omega Fund VI, L.P. | 744,680 | — | $ | 7,000,000 | ||||||||||||||||
| Entities affiliated with Avidity Partners Management LP | 425,532 | 638,297 | $ | 9,999,993 | ||||||||||||||||
| OrbiMed Private Investments VI, LP | 1,010,637 | — | $ | 9,500,000 | ||||||||||||||||
By Orderregister the resale of the Boardshares of Directors
Chief Financial Officercommon stock issued and SecretaryMarch 21, 2016
Copiesissuable upon the exercise of our Annual Reportprefunded warrants issued in the September 2021 private placement. We filed witha registration statement on Form S-3 on November 10, 2021 covering the resale of such shares, which registration statement was declared effective by the Securities and Exchange Commission on November 19, 2021.
VOTE BY INTERNET - www.proxyvote.com UseIt is important that your shares be represented at the 2022 Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet to transmitas instructed on the enclosed proxy card or execute and return, at your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Timeearliest convenience, the day before the meeting date. Have yourenclosed proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. NIVALIS THERAPEUTICS, INC. 3122 STERLING DRIVE BOULDER, CO 80301 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicateenvelope that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the AllAll The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Class I Directors Nominees 01 Paul Sekhri 02 John Moore The Board of Directors recommends you vote FOR the following proposal: 2To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of Nivalis Therapeutics for the fiscal year ending December 31, 2016. ForAgainst Abstain 0 0 0 NOTE: To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Yes 0 No 0 Please indicate if you plan to attend this meeting Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000273646_1 R1.0.1.25
