UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
7707 Gateway Blvd., Suite 140
Newark, California 94560
| ||||
/s/ Dinesh V. Patel Dinesh V. Patel, Ph.D. President and Chief Executive Officer | | | | |
14, 2021
27, 2021.
record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill outvote and returnsubmit your proxy in advance of the enclosed proxy cardAnnual Meeting. For information on how to ensure your vote is counted.
prior to the Annual Meeting. See
“How do I vote?”.2021.
| | Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity 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. | | |
Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity 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?
2021.
“routine.”
Abstentions will be counted towards the vote total for Proposal 2 and will have the same effect as "Against"“Against” votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.
”
| Proposal Number | | | |||||||||||||||
Proposal Description | | | Vote Required for Approval | | | Effect of Abstentions | | | Effect of Broker Non-Votes | | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | | | Election of Directors | | | Nominees receiving the most | | | Under plurality voting, there are no abstentions. | | | None | | ||||
| 2 | | | Ratification of the selection of Ernst & Young LLP as the | |
| “For” votes from the holders of a majority of shares present online during the virtual meeting or represented by proxy and entitled to vote on the matter. | |
| Against | | | Not applicable(1) | |
Protagonist's
development and regulatory expertise, Dr. Noonberg is well positioned to make valuable contributions and provide valuable guidance to the Board.
In addition to the two Class I nominees for director, Protagonist has five other directors who will continue in office after the Annual Meeting with terms expiring in 2021 and 2022. The following includes a brief biography of each director composing the remainder of the Board with terms expiring as shown, with each biography including information regarding the experience, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the applicable director should serve as a member of the Board.
CLASS II DIRECTORS CONTINUING IN OFFICE UNTILTHE 2021 ANNUAL MEETING
Chaitan Khosla, Ph.D.
Dr. Khosla, 55, has served as a member of the Board since October 2014. Dr. Khosla was previously a scientific founder of Sitari Pharmaceuticals in 2013 until it was acquired by GlaxoSmithKline in 2019. Prior to Sitari Pharmaceuticals, Dr. Khosla was a founder and a member of the board of directors of Alvine Pharmaceuticals from 2005 until it was acquired by Immunogenics LLC in 2016, and of Kosan Biosciences from 1995 until it was acquired by BristolMyers Squibb in 2008. Dr. Khosla has been a Professor of Chemical Engineering and Chemistry at Stanford University since 2001 and has been a faculty member since 1992. Since 2013, he has served as the founding Director of Stanford ChEM-H. Dr. Khosla is an elected member of the American Academy of Arts & Sciences and the National Academy of Engineering. He is the recipient of several awards, including the 1999 Alan T. Waterman award by the National Science Foundation, the 1999 Eli Lilly Award in biological chemistry and the 2000 ACS Award in Pure Chemistry. Dr. Khosla is the author of over 350 publications and is an inventor on over 75 issued U.S. patents. Dr. Khosla received a Ph.D. from the California Institute of Technology. The Company believes that Dr. Khosla is qualified to serve on the Board because of his experience as a founder, consultant and director of biotechnology companies and his expertise in the biotechnology field.
William D. Waddill
Mr. Waddill, 63, has served as a member of the Board since July 2016. From April 2014 to December 2016, Mr. Waddill served as Senior Vice President and Chief Financial Officer, Treasurer and Secretary of Calithera Biosciences, Inc., a biotechnology company. From October 2007 to March 2014, Mr. Waddill served as Senior Vice President and Chief Financial Officer of OncoMed Pharmaceuticals, Inc., a biopharmaceutical company.
From October 2006 to September 2007, Mr. Waddill served as the Senior Vice President, Chief Financial Officer of Ilypsa, Inc., a biotechnology company that was acquired in 2007 by Amgen, Inc. From February 2000 to September 2006, Mr. Waddill served as a Principal at Square One Finance, a financial consulting business. From December 1996 to February 2000, Mr. Waddill served as Senior Director of Finance and Administration at Exelixis, Inc., a biotechnology company. He has served as a director of Arrowhead Pharmaceuticals, a public company, since January 2018. Mr. Waddill received a B.S. in Accounting from the University of Illinois, Chicago, and a certification as a public accountant, which is currently inactive, after working at PricewaterhouseCoopers LLP and Deloitte LLP. The Company believes that Mr. Waddill is qualified to serve on the Board because of his financial expertise and extensive experience in the biotechnology field.
Lewis T. "Rusty" Williams, M.D., Ph.D.
Dr. Williams, 70, has served as a member of the Board since June 2017. He has served as Chairman and Chief Executive Officer of Walking Fish Therapeutics, a biotechnology start-up company, since February 2019. Dr. Williams has also served as a venture partner of Quan Capital, LLP, a healthcare-focused venture capital firm, since October 2018. Dr. Williams founded and served as a director of Five Prime Therapeutics, Inc., a public biotechnology company, from January 2002 until January 2020, and served as its President and Chief Executive Officer from April 2011 to December 2017. Previously, Dr. Williams spent seven years at Chiron Corporation ("Chiron") a biopharmaceutical company, now known as Novartis Vaccines and Diagnostics, Inc., most recently as its Chief Scientific Officer. He also served on Chiron's board of directors from 1999 to 2001. Prior to joining Chiron, Dr. Williams was a professor of medicine at the University of California, San Francisco, and served as Director of the University's Cardiovascular Research Institution and Daiichi Research Center. Dr. Williams also has served on the faculties of Harvard Medical School and Massachusetts General Hospital and co-founded COR Therapeutics, Inc., a biotechnology company focused on cardiovascular disease. He is a member of the National Academy of Sciences and a fellow of the American Academy of Arts and Sciences. Dr. Williams has served as a member of the board of directors of Neoleukin Pharmaceuticals, a public biopharmaceutical company, since September 2019. He was previously a member of the board of directors of COR Therapeutics, Inc., and Beckman Coulter, Inc., each of which was a public company during his service as a director. Dr. Williams also currently serves on the board of directors of a privately-held company. He received a B.S. from Rice University and an M.D. and a Ph.D. from Duke University. The Company believes that Dr. Williams' extensive experience in drug discovery and development, his executive experience with several pharmaceutical companies and his service as a director of other publicly-traded healthcare companies have provided him the qualifications, skills and financial expertise to serve on the Board.
CLASS III DIRECTORS CONTINUING IN OFFICE UNTIL THE 2022 ANNUAL MEETING
Harold E. Selick, Ph.D.
Dr. Selick, 65, has served on the Board since February 2009. Dr. Selick has served as Vice Chancellor of Business Development, Innovation and Partnerships at the University of California, San Francisco, since April 2017. He has been a Venture Partner at Mission Bay Capital since 2018. Previously, he was the Chief Executive Officer of Threshold Pharmaceuticals, Inc., a biotechnology company, from June 2002 until the company's merger with Molecular Templates Inc. in April 2017. From June 2002 until July 2007, Dr. Selick was also a Venture Partner of Sofinnova Ventures, Inc., a venture capital firm. From January 1999 to April 2002, he was Chief Executive Officer of Camitro Corporation, a biotechnology company. From 1992 to 1999, he was at Affymax Research Institute, the drug discovery technology development center for Glaxo Wellcome plc, most recently as Vice President of Research. Prior to working at Affymax he held scientific positions at Protein Design Labs, Inc. and Anergen, Inc. Dr. Selick serves as Chairman of the board of directors of Molecular Templates, Inc., a public company. Dr. Selick previously served as Lead Director and then Chairman of PDL, a public company, from 2009 to December 2019, and served as Chairman of the board of directors of Threshold Pharmaceuticals, Inc., a public company, until it merged with Molecular Templates Inc. in April 2017. Dr. Selick received his B.A. in Biophysics and Ph.D. in Biology from the University of Pennsylvania and was a Damon Runyon-Walter Winchell Cancer Fund Fellow and an American Cancer Society Senior Fellow at the University of California, San Francisco. The Company believes that because of his broad experience in building and
running both private and public companies and serving on the boards of directors of a variety of biotechnology companies, Dr. Selick is well positioned to provide guidance and insight to the Board and management team.
Bryan Giraudo
Mr. Giraudo, age 44, has served as a member of the Board since May 2018. Mr. Giraudo has also served as Chief Financial Officer of Gossamer Bio, a publicly-held San Diego-based biotechnology company, since May 2018. Prior to joining Gossamer Bio, he was Senior Managing Director at Leerink Partners, a healthcare-focused investment bank, from 2009 to April 2018. Before joining Leerink, Mr. Giraudo was a Managing Director with Merrill Lynch. Mr. Giraudo received his B.A. from Georgetown University. The Company believes Mr. Giraudo is qualified to serve on the Board because of his extensive experience in the investment banking field, financial expertise and experience in the biotechnology field.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, and reputational risk. The Audit Committee reviews information regarding liquidity and operations and oversees the Company'sCompany’s management of financial risks. Periodically, the Audit Committee
Name | | | Audit | | | Compensation | | | Nominating and Corporate Governance | | |||||||||
Bryan Giraudo | | | | | X | | | | | | — | | | | | | X* | | |
Sarah Noonberg, M.D., Ph.D. | | | | | X | | | | | | — | | | | | | — | | |
Sarah A. O’Dowd(1) | | | | | — | | | | | | — | | | | | | X | | |
Dinesh V. Patel, Ph.D. | | | | | — | | | | | | — | | | | | | — | | |
Harold E. Selick, Ph.D. | | | | | — | | | | | | X* | | | | | | X | | |
William D. Waddill | | | | | X* | | | | | | X | | | | | | — | | |
Lewis T. Williams, M.D., Ph.D. | | | | | — | | | | | | X | | | | | | — | | |
Total meetings in fiscal 2020 | | | | | 9 | | | | | | 6 | | | | | | 2 | | |
Name | Audit | Compensation | Nominating and Corporate Governance | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Bryan Giraudo(1) | X | — | X | * | ||||||
Chaitan Khosla, Ph.D. | — | — | X | |||||||
Sarah Noonberg, M.D., Ph.D. | X | — | — | |||||||
Dinesh V. Patel, Ph.D. | — | — | — | |||||||
Harold E. Selick, Ph.D. | — | X | * | X | ||||||
William D. Waddill | X | * | X | — | ||||||
Lewis T. Williams, M.D., Ph.D. | — | X | — | |||||||
Armen Shanafelt, Ph.D.(2) | X | — | X | |||||||
Total meetings in fiscal 2019 | 6 | 3 | 1 |
”
The material in this report is not "soliciting“soliciting material,"” is not deemed "filed"“filed” with the Commission and is not to be incorporated by reference in any filing of the Company 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.
compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser'sadviser’s independence; however, there is no requirement that any adviser be independent.
Compensation Committee'sCommittee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.
and Corporate Governance Committee meets to discuss and consider the candidates'candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.
Ernst & Young LLP has served as our independent registered public accounting firm since March 31, 2020. Prior to such time, PricewaterhouseCoopers LLP served as our independent registered public accounting firm. See "Change in Auditors for the Fiscal Year Ending December 31, 2020" below. The Company does not expect that a representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting.
PricewaterhouseCoopers LLP's reportLLP’s reports on the financial statements for the past two years ended December 31, 2019 and 2018, contained no adverse opinion or disclaimer of opinion and was not qualified as to audit scope or accounting principles.
In connection with the Company'sCompany’s audits for the fiscal years ended December 31, 2019 and 2018, and in the subsequent period before PricewaterhouseCoopers LLP'sLLP’s dismissal on March 13, 2020, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, that would have caused PricewaterhouseCoopers LLP to report the disagreement if it had not been resolved to the satisfaction of PricewaterhouseCoopers LLP.
PricewaterhouseCoopers LLP'sLLP’s reports on the financial statements for the past twofiscal years ended December 31, 2019 and 2018, did not contain an adverse opinion or disclaimer of an opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. PricewaterhouseCoopers LLP'sLLP’s letter to the SEC stating its agreement with the statements in this paragraph was filed as an exhibit to the Company'sCompany’s Current Report on Form 8-K dated March 18, 2020.
During the fiscal years ended December 31, 2019 and 2018 and any subsequent interim period before the Company'sCompany’s engagement of Ernst & Young LLP, the Company did not consult with Ernst & Young LLP regarding the application of accounting principles to a specified transaction, or the type of audit opinion that might be rendered on the Company'sCompany’s financial statements.
| | | Fiscal Year Ended December 31, | | |||||||||
| | | 2020 | | | 2019 | | ||||||
Audit Fees(1) | | | | $ | 405,000 | | | | | $ | 1,185,300 | | |
Audit-Related Fees(2) | | | | | — | | | | | | — | | |
Tax Fees(3) | | | | | — | | | | | | 12,085 | | |
All Other Fees(4) | | | | | — | | | | | | 2,700 | | |
Total Fees | | | | $ | 405,000 | | | | | $ | 1,200,085 | | |
| Fiscal Year Ended December 31, | ||||||
---|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
Audit Fees(1) | $ | 1,185,300 | $ | 785,570 | |||
Audit-Related Fees(2) | — | — | |||||
Tax Fees(3) | 12,085 | 8,091 | |||||
All Other Fees(4) | 2,700 | 2,000 | |||||
Total Fees | $ | 1,200,085 | $ | 795,661 | |||
Name | AUD: USD | AUD | USD | ||||||
---|---|---|---|---|---|---|---|---|---|
2019 Average | 1.00: 0.69696 | $ | 17,340 | $ | 12,085 | ||||
2018 Average | 1.00: 0.79326 | $ | 10,200 | $ | 8,091 |
Name | | | AUD: USD | | | AUD | | | USD | | |||||||||
2020 Average | | | | | 1.00:0.70348 | | | | | $ | — | | | | | $ | — | | |
2019 Average | | | | | 1.00:0.69696 | | | | | $ | 17,340 | | | | | $ | 12,085 | | |
| | | Fiscal Year Ended December 31, 2020 | | |||
Audit Fees(1) | | | | $ | 860,675 | | |
Audit Related Fees(2) | | | | | — | | |
Tax Fees(3) | | | | | 80,798 | | |
All Other Fees(4) | | | | | — | | |
Total Fees | | | | $ | 941,473 | | |
Name | | | AUD: USD | | | AUD | | | USD | | |||||||||
2020 Average | | | | | 1.00:0.70348 | | | | | $ | 114,855 | | | | | $ | 80,798 | | |
All fees described above were pre-approved by the Audit Committee.
In connection with the audit of the 2019 financial statements, the Company entered into an engagement agreement with PricewaterhouseCoopers LLP that set forth the terms by which PricewaterhouseCoopers LLP would perform audit services for the Company. That agreement was subject to alternative dispute resolution procedures and an exclusion of punitive damages.
During the fiscal year ended December 31, 2019, none of the total hours expended on the Company's financial audit by PricewaterhouseCoopers LLP were provided by persons other than PricewaterhouseCoopers LLP's full-time permanent employees.
delegated to one or more of the Audit Committee'sCommittee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
Name | | | Age | | | Position | |
Dinesh V. Patel, Ph.D. | | | | | President, Chief Executive Officer and Director | | |
David Y. Liu, Ph.D. | | | | | Chief Scientific Officer and Head of | | |
Donald A. Kalkofen | | | | | Chief Financial Officer | | |
Samuel Saks, M.D. | | | | | Chief Medical Officer | | |
Suneel Gupta, Ph.D. | | | | | Chief Development Officer | |
”
Auspex, Dr. Saks was a co-founder of Jazz Pharmaceuticals where he also previously served as Chief Executive Officer of Jazz from March 2003 to March 2009. Earlier in his career, he held positions as company group chairman of ALZA Corporation and as a member of the Johnson & Johnson Pharmaceutical Operating Committee. Dr. Saks has also held leadership and management positions at Schering-Plough, XOMA Corporation and Genentech. He previously served as a director of PDL BioPharma, a public company, until August 2019, as a director of Tonix Pharmaceutical Holding Company, a public company, from May 2012 until August 2018 and as a director of Depomed Inc. (now Assertio Therapeutics), a public company, from October 2012 until March 2017. Dr. Saks also serves as a director of twoa privately held companies.company. Dr. Saks received a B.S. in Biology and his M.D. from the University of Illinois.
| | | Beneficial Ownership(1) | | |||||||||
Beneficial Owner | | | Number of Shares | | | Percent of Total | | ||||||
5% Stockholders: | | | | | | | | | | | | | |
BlackRock, Inc.(2) | | | | | 2,591,711 | | | | | | 5.9% | | |
Biotechnology Value Fund, LP and its affiliated entities(3) | | | | | 2,311,108 | | | | | | 5.3% | | |
Consonance Capital Management LP(4) | | | | | 2,729,709 | | | | | | 6.2% | | |
Farallon Partners, LLC(5) | | | | | 3,925,000 | | | | | | 8.9% | | |
FMR LLC(6) | | | | | 6,452,764 | | | | | | 14.7% | | |
Johnson & Johnson Development Corporation(7) | | | | | 2,449,183 | | | | | | 5.6% | | |
RTW Investments, LP(8) | | | | | 3,650,069 | | | | | | 8.3% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Dinesh V. Patel, Ph.D.(9) | | | | | 1,266,123 | | | | | | 2.8% | | |
Suneel Gupta, Ph.D.(10) | | | | | 166,071 | | | | | | * | | |
David Y. Liu, Ph.D.(11) | | | | | 350,285 | | | | | | * | | |
Harold E. Selick, Ph.D.(12) | | | | | 113,020 | | | | | | * | | |
Bryan Giraudo(13) | | | | | 65,333 | | | | | | * | | |
Sarah Noonberg, M.D., Ph.D.(14) | | | | | 39,600 | | | | | | * | | |
Sarah A. O’Dowd(15) | | | | | 7,500 | | | | | | * | | |
William D. Waddill(16) | | | | | 72,975 | | | | | | * | | |
Lewis T. Williams, M.D., Ph.D.(17) | | | | | 48,000 | | | | | | * | | |
All executive officers and directors as a group (11 persons)(18) | | | | | 2,304,668 | | | | | | 5.0% | | |
| Beneficial Ownership(1) | ||||||
---|---|---|---|---|---|---|---|
Beneficial Owner | Number of Shares | Percent of Total | |||||
5% Stockholders: | |||||||
BlackRock, Inc.(2) | 1,561,957 | 5.7 | % | ||||
Biotechnology Value Fund, LP and its affiliated entities(3) | 2,332,630 | 8.5 | % | ||||
Farallon Partners, LLC(4) | 1,500,000 | 5.5 | % | ||||
FMR LLC(5) | 4,080,967 | 14.9 | % | ||||
Johnson & Johnson Development Corporation(6) | 2,449,183 | 8.9 | % | ||||
Lilly Ventures Fund 1, LLC(7) | 2,099,482 | 7.7 | % | ||||
RTW Investments, LP(8) | 2,459,988 | 9.0 | % | ||||
Executive Officers and Directors: | |||||||
Dinesh V. Patel, Ph.D.(9) | 1,114,809 | 4.0 | % | ||||
Suneel Gupta, Ph.D.(10) | 64,447 | * | % | ||||
David Y. Liu, Ph.D.(11) | 284,813 | 1.0 | % | ||||
Harold E. Selick, Ph.D.(12) | 101,020 | * | % | ||||
Bryan Giraudo(13) | 45,333 | * | % | ||||
Chaitan Khosla, Ph.D.(14) | 86,638 | * | % | ||||
Sarah Noonberg, M.D., Ph.D.(15) | 31,333 | * | % | ||||
William D. Waddill(16) | 60,975 | * | % | ||||
Lewis T. Williams, M.D., Ph.D.(17) | 35,333 | * | % | ||||
All executive officers and directors as a group (11 persons)(18) | 1,879,540 | 6.5 | % |
beneficially own the 2,332,6304,274,965 shares beneficially owned by BVF Inc. The address for BVF, BVF GP, BVF2, BVF2 GP, BVF GPH, Partners, BVF Inc. and Mark N. Lampert is 44 Montgomery Street, 40th Floor, San Francisco, CA 94104. The address of Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2019, all Section 16(a) filing requirements applicable to the Company's officers, directors and greater than ten percent beneficial owners were complied with, other than one late Form 4 filed by Dr. Khosla to report a grant of an option to purchase Common Stock on August 15, 2019.
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) | | |||||||||||||||||||||
Dinesh V. Patel, Ph.D. President and Chief Executive Officer | | | | | 2020 | | | | | | 565,000 | | | | | | — | | | | | | 1,183,155 | | | | | | 473,894 | | | | | | 3,573 | | | | | | 2,225,622 | | |
| | | 2019 | | | | | | 545,000 | | | | | | 230,575 | | | | | | 814,355 | | | | | | 354,250 | | | | | | 4,164 | | | | | | 1,948,344 | | | ||
David Y. Liu, Ph.D. Chief Scientific Officer and Head of Discovery and Pre-Clinical Development | | | | | 2020 | | | | | | 441,300 | | | | | | — | | | | | | 352,429 | | | | | | 266,987 | | | | | | 11,133 | | | | | | 1,071,849 | | |
| | | 2019 | | | | | | 428,450 | | | | | | 120,300 | | | | | | 424,881 | | | | | | 218,509 | | | | | | 7,458 | | | | | | 1,199,598 | | | ||
Suneel Gupta, Ph.D. Chief Development Officer | | | | | 2020 | | | | | | 420,000 | | | | | | — | | | | | | 427,950 | | | | | | 256,200 | | | | | | 4,120 | | | | | | 1,108,270 | | |
| | | 2019 | | | | | | 377,467 | | | | | | 60,150 | | | | | | 693,789 | | | | | | 196,767 | | | | | | 3,564 | | | | | | 1,331,737 | | |
Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dinesh V. Patel, Ph.D. | 2019 | 545,000 | 230,575 | 814,355 | 354,250 | 4,164 | 1,948,344 | |||||||||||||||
President and Chief | 2018 | 520,000 | 1,127,739 | 1,841,928 | 221,000 | 10,844 | 3,721,511 | |||||||||||||||
Executive Officer | ||||||||||||||||||||||
David Y. Liu, Ph.D. | 2019 | 428,450 | 120,300 | 424,881 | 218,509 | 7,458 | 1,199,598 | |||||||||||||||
Chief Scientific Officer and | 2018 | 410,000 | 382,389 | 677,008 | 141,500 | 7,458 | 1,618,355 | |||||||||||||||
Head of Research and | ||||||||||||||||||||||
Development | ||||||||||||||||||||||
Suneel Gupta, Ph.D. | 2019 | 377,467 | 60,150 | 693,789 | 196,767 | 3,564 | 1,331,737 | |||||||||||||||
Chief Development Officer | 2018 | — | — | — | — | 98,105 | 98,105 |
to the Company'sCompany’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2019.2020. These amounts do not reflect the actual economic value that will be realized by the Named Executive Officer upon the vesting of the RSUs and stock options, the exercise of the stock options, or the sale of the common stock underlying such awards. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. With respect to option awards only, the Named Executive Officers will only realize compensation to the extent the trading price of the common stock is greater than the exercise price of such stock options.
Name | | | 2020 Base Salary ($) | | | Target Bonus | | | Amount of Bonus Earned ($) | | |||||||||
Dinesh V. Patel, Ph.D. | | | | | 565,000 | | | | | | 55% | | | | | | 473,894 | | |
David Y. Liu, Ph.D. | | | | | 441,300 | | | | | | 40% | | | | | | 266,987 | | |
Suneel Gupta, Ph.D. | | | | | 420,000 | | | | | | 40% | | | | | | 256,200 | | |
Name | 2019 Base Salary ($) | Target Bonus | Amount of Bonus Earned ($) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Dinesh V. Patel, Ph.D. | 545,000 | 50 | % | 354,250 | ||||||
David Y. Liu, Ph.D. | 428,450 | 40 | % | 218,509 | ||||||
Suneel Gupta, Ph.D. | 377,467 | 40 | % | 196,767 |
Amounts noted for 20192020 reflect cash bonuses earned for the 20192020 fiscal year, which were paid in 2020,2021, based on the achievement of certain predetermined corporate objectives, as specified by the Board, including operating targets and research and development outcomes.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
| | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Vesting Commencement Date | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | ||||||||||||||||||||||||
Dinesh V. Patel, Ph.D. | | | | | 10/22/2014(1) | | | | | | 34,087 | | | | | | — | | | | | $ | 1.89 | | | | | | 11/01/2014 | | | | | | 10/21/2024 | | | | | | — | | | | | | — | | |
| | | 04/29/2016(2) | | | | | | 178,742 | | | | | | — | | | | | $ | 4.21 | | | | | | 04/25/2016 | | | | | | 04/28/2026 | | | | | | — | | | | | | — | | | ||
| | | 10/11/2016(2) | | | | | | 320,000 | | | | | | — | | | | | $ | 21.58 | | | | | | 08/10/2016 | | | | | | 10/10/2026 | | | | | | — | | | | | | — | | | ||
| | | 02/28/2018(2)(3) | | | | | | 106,250 | | | | | | 43,750 | | | | | $ | 16.95 | | | | | | 02/28/2018 | | | | | | 02/27/2028 | | | | | | 12,500 | | | | | | 211,875 | | | ||
| | | 08/15/2018(4) | | | | | | 54,700 | | | | | | — | | | | | $ | 8.58 | | | | | | 08/05/2018 | | | | | | 08/14/2028 | | | | | | — | | | | | | — | | | ||
| | | 02/28/2019(3) | | | | | | 79,062 | | | | | | 93,438 | | | | | $ | 8.02 | | | | | | 02/28/2019 | | | | | | 02/27/2029 | | | | | | 21,563 | | | | | | 172,935 | | | ||
| | | 02/28/2020(2) | | | | | | 48,958 | | | | | | 186,042 | | | | | $ | 7.80 | | | | | | 02/28/2020 | | | | | | 02/27/2030 | | | | | | — | | | | | | — | | | ||
David Y. Liu, Ph.D. | | | | | 09/26/2013(1) | | | | | | 23,767 | | | | | | — | | | | | $ | 0.87 | | | | | | 06/01/2013 | | | | | | 09/25/2023 | | | | | | — | | | | | | — | | |
| | | 10/22/2014(1) | | | | | | 9,726 | | | | | | — | | | | | $ | 1.89 | | | | | | 11/01/2014 | | | | | | 10/21/2024 | | | | | | — | | | | | | — | | | ||
| | | 03/26/2015(2) | | | | | | 5,999 | | | | | | — | | | | | $ | 1.89 | | | | | | 03/26/2015 | | | | | | 03/25/2025 | | | | | | — | | | | | | — | | | ||
| | | 10/28/2015(2) | | | | | | 35,656 | | | | | | — | | | | | $ | 1.16 | | | | | | 09/01/2015 | | | | | | 10/27/2025 | | | | | | — | | | | | | — | | | ||
| | | 04/29/2016(2) | | | | | | 35,331 | | | | | | — | | | | | $ | 4.21 | | | | | | 04/25/2016 | | | | | | 04/28/2026 | | | | | | — | | | | | | — | | | ||
| | | 10/11/2016(2) | | | | | | 65,000 | | | | | | — | | | | | $ | 21.58 | | | | | | 08/10/2016 | | | | | | 10/10/2026 | | | | | | — | | | | | | — | | | ||
| | | 02/28/2018(2)(3) | | | | | | 40,020 | | | | | | 16,480 | | | | | $ | 16.95 | | | | | | 02/28/2018 | | | | | | 02/27/2028 | | | | | | 4,750 | | | | | | 80,512 | | | ||
| | | 08/15/2018(4) | | | | | | 17,200 | | | | | | — | | | | | $ | 8.58 | | | | | | 08/05/2018 | | | | | | 08/14/2028 | | | | | | — | | | | | | — | | | ||
| | | 02/28/2019(2)(3) | | | | | | 41,250 | | | | | | 48,750 | | | | | $ | 8.02 | | | | | | 02/28/2019 | | | | | | 02/27/2029 | | | | | | 11,250 | | | | | | 90,225 | | | ||
| | | 02/28/2020(2) | | | | | | 14,583 | | | | | | 55,417 | | | | | $ | 7.80 | | | | | | 02/28/2020 | | | | | | 02/27/2030 | | | | | | — | | | | | | — | | | ||
Suneel Gupta, Ph.D. | | | | | 01/15/2019(1) | | | | | | 52,708 | | | | | | 57,292 | | | | | $ | 7.38 | | | | | | 01/07/2019 | | | | | | 01/14/2029 | | | | | | — | | | | | | — | | |
| | | 02/28/2019(2)(3) | | | | | | 20,625 | | | | | | 24,375 | | | | | $ | 8.02 | | | | | | 02/28/2019 | | | | | | 02/27/2029 | | | | | | 5,625 | | | | | | 45,113 | | | ||
| | | 02/28/2020(2) | | | | | | 17,708 | | | | | | 67,292 | | | | | $ | 7.80 | | | | | | 02/28/2020 | | | | | | 02/27/2030 | | | | | | — | | | | | | — | | |
| Option Awards | Stock Awards | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Vesting Commencement Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | |||||||||||||||||
Dinesh V. Patel, Ph.D. | 10/22/2014 | (1) | 44,087 | — | $ | 1.89 | 11/01/2014 | 10/21/2024 | — | — | |||||||||||||||
10/28/2015 | (2) | 18,344 | — | $ | 1.16 | 09/01/2015 | 10/27/2025 | — | — | ||||||||||||||||
04/29/2016 | (2) | 163,846 | 14,896 | $ | 4.21 | 04/25/2016 | 04/28/2026 | — | — | ||||||||||||||||
10/11/2016 | (2) | 266,666 | 53,334 | $ | 21.58 | 08/10/2016 | 10/10/2026 | — | — | ||||||||||||||||
02/28/2018 | (2)(3) | 68,750 | 81,250 | $ | 16.95 | 02/28/2018 | 02/27/2028 | 18,750 | 317,813 | ||||||||||||||||
08/15/2018 | (4) | 36,466 | 18,234 | $ | 8.58 | 08/05/2018 | 08/14/2028 | 27,350 | 234,663 | ||||||||||||||||
02/28/2019 | (3) | 35,937 | 136,563 | $ | 8.02 | 02/28/2019 | 02/27/2029 | 28,750 | 230,575 | ||||||||||||||||
David Y. Liu, Ph.D. | 09/26/2013 | (1) | 23,767 | — | $ | 0.87 | 06/01/2013 | 09/25/2023 | — | — | |||||||||||||||
10/22/2014 | (1) | 9,726 | — | $ | 1.89 | 11/01/2014 | 10/21/2024 | — | — | ||||||||||||||||
03/26/2015 | (2) | 5,999 | — | $ | 1.89 | 03/26/2015 | 03/25/2025 | — | — | ||||||||||||||||
10/28/2015 | (2) | 35,656 | — | $ | 1.16 | 09/01/2015 | 10/27/2025 | — | — | ||||||||||||||||
04/29/2016 | (2) | 31,511 | 3,820 | $ | 4.21 | 04/25/2016 | 04/28/2026 | — | — | ||||||||||||||||
10/11/2016 | (2) | 54,166 | 10,834 | $ | 21.58 | 08/10/2016 | 10/10/2026 | — | — | ||||||||||||||||
02/28/2018 | (2)(3) | 25,895 | 30,605 | $ | 16.95 | 02/28/2018 | 02/27/2028 | 7,125 | 120,769 | ||||||||||||||||
08/15/2018 | (4) | 11,466 | 5,734 | $ | 8.58 | 08/05/2018 | 08/14/2028 | 8,600 | 73,788 | ||||||||||||||||
02/28/2019 | (2)(3) | 18,750 | 71,250 | $ | 8.02 | 02/28/2019 | 02/27/2029 | 15,000 | 120,300 | ||||||||||||||||
Suneel Gupta, Ph.D. | 01/15/2019 | (1) | — | 110,000 | $ | 7.38 | 01/07/2019 | 01/14/2029 | — | — | |||||||||||||||
02/28/2019 | (2)(3) | 9,375 | 35,625 | $ | 8.02 | 02/28/2019 | 02/27/2029 | 7,500 | 60,150 |
acquisition and in the event of a qualifying termination that occurs in the twelve months following the acquisitonacquisition as described in "—“— Potential Payments upon Termination or Change of Control"Control” above.
| | | Stock Options | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired Upon Exercise (#) | | | Value Realized Upon Exercise ($)(1) | | | Number of Shares Acquired Upon Vesting (#) | | | Value Realized Upon Vesting ($)(2) | | ||||||||||||
Dinesh V. Patel, Ph.D. | | | | | 28,344 | | | | | | 138,859 | | | | | | 40,787 | | | | | | 331,785 | | |
David Y. Liu, Ph.D. | | | | | — | | | | | | — | | | | | | 14,725 | | | | | | 119,374 | | |
Suneel Gupta, Ph.D. | | | | | — | | | | | | — | | | | | | 1,875 | | | | | | 14,850 | | |
| Stock Options | Stock Awards | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired Upon Exercise (#) | Value Realized Upon Exercise ($)(1) | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting ($)(2) | |||||||||
Dinesh V. Patel, Ph.D. | 26,344 | 164,869 | 60,950 | 553,912 | |||||||||
David Y. Liu, Ph.D. | — | — | 19,575 | 177,460 |
Name | | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(2)(3) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Former Non-Employee Directors | | | | | | | | | | | | | | | | | | | | | | | | | |
Chaitan Khosla, Ph.D.(1) | | | | | 33,750 | | | | | | 154,319 | | | | | | — | | | | | | 188,069 | | |
Current Non-Employee Directors | | | | | | | | | | | | | | | | | | | | | | | | | |
Bryan Giraudo | | | | | 61,250 | | | | | | 154,319 | | | | | | — | | | | | | 215,569 | | |
Sarah Noonberg, M.D., Ph.D. | | | | | 50,625 | | | | | | 154,319 | | | | | | — | | | | | | 204,944 | | |
Sarah A. O’Dowd | | | | | 16,685 | | | | | | 344,553 | | | | | | — | | | | | | 361,238 | | |
Harold E. Selick, Ph.D. | | | | | 97,812 | | | | | | 154,319 | | | | | | — | | | | | | 252,131 | | |
William D. Waddill | | | | | 69,375 | | | | | | 154,319 | | | | | | — | | | | | | 223,694 | | |
Lewis T. Williams, M.D., Ph.D. | | | | | 48,125 | | | | | | 154,319 | | | | | | — | | | | | | 202,444 | | |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(3)(4) | All Other Compensation ($) | Total ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Former Non-Employee Directors | |||||||||||||
Armen B. Shanafelt, Ph.D.(1) | 27,500 | — | — | 27,500 | |||||||||
Current Non-Employee Directors | |||||||||||||
Bryan Giraudo | 50,191 | 78,841 | — | 129,032 | |||||||||
Chaitan Khosla, Ph.D.(2) | 43,750 | 104,938 | 5,000 | 153,688 | |||||||||
Sarah Noonberg, M.D., Ph.D. | 47,500 | 78,841 | — | 126,341 | |||||||||
Harold E. Selick, Ph.D. | 83,750 | 78,841 | — | 162,591 | |||||||||
William D. Waddill | 60,000 | 78,841 | — | 138,841 | |||||||||
Lewis T. Williams, M.D., Ph.D. | 45,000 | 78,841 | — | 123,841 |
Name | | | |||||
Aggregate Number of Option Awards Outstanding as of December 31, | |||||||
---|---|---|---|---|---|---|---|
| | ||||||
Bryan Giraudo | | | | | 63,000 | | |
Chaitan Khosla, Ph.D. | | | | — | | | |
Sarah Noonberg, M.D., Ph.D. | | | | 63,000 | | | |
Sarah A. O’Dowd | | | | | 30,000 | | |
Harold E. Selick, Ph.D. | | | | 112,710 | | | |
William D. Waddill | | | | 87,975 | | | |
Lewis T. Williams, M.D. Ph.D. | | | | 63,000 | | |
$5,000
Equity Compensation Plan Information
Plan Category(1) | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted average exercise price of outstanding options, warrants and rights(6) (b) | | | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by securities holders: | | | | | | | | | | | | | | | | | | | |
2007 Stock Option and Incentive Plan | | | | | 512,178(3) | | | | | $ | 3.43 | | | | | | — | | |
2016 Equity Incentive Plan | | | | | 3,724,487(4) | | | | | $ | 12.91 | | | | | | 538,374(7) | | |
2016 Employee Stock Purchase Plan | | | | | — | | | | | | — | | | | | | 757,647(8) | | |
Equity compensation plans not approved by securities holders: | | | | | | | | | | | | | | | | | | | |
2018 Inducement Plan(2) | | | | | 656,000(5) | | | | | $ | 12.96 | | | | | | 574,375 | | |
Total | | | | | 4,892,665 | | | | | $ | 11.28 | | | | | | 1,870,395 | | |
Plan Category(1) | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted average exercise price of outstanding options, warrants and rights(6) (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by securities holders: | ||||||||||
2007 Stock Option and Incentive Plan | 627,066 | (3) | $ | 3.31 | — | |||||
2016 Equity Incentive Plan | 2,862,937 | (4) | $ | 12.59 | 602,091 | (7) | ||||
2016 Employee Stock Purchase Plan | — | — | 577,993 | (8) | ||||||
Equity compensation plans not approved by securities holders: | ||||||||||
2018 Inducement Plan(2) | 470,000 | (5) | $ | 10.06 | 280,000 | |||||
Total | 3,960,003 | $ | 10.82 | 1,460,084 |
”
Two second-generation IL-23R compounds have been nominated and are currently in development: PN-235, in a Phase 1 clinical study, and PN-232, in preclinical studies.
will pay 100% of any further Phase 1 development costs. Development costs for the Phase 2 clinical trials for second-generation compounds are shared between the parties on an 80/20 basis, with Janssen assuming the larger share. The Company'sCompany’s Phase 1 and Phase 2 development costs are also limited by overall spending caps. In December 2019, the Company became eligible to receive a $5.0 million payment triggered by the successful nomination of a second-generation development compound.compound, which was received during the first quarter of 2020. The Company will be eligible to receive a $7.5 million milestone payment at the completion of a Phase 1 study for the first second-generation compound.
product.
The Company will also be eligible for certain additional milestone payments including a potential payment of either $100.0 million
In connection with the issuance and sale of the common stock and Warrants, the Company granted the investors certain registration rights with respect to the Warrants and the Warrant Shares.
| ||
/s/ Dinesh V. Patel Dinesh V. Patel, Ph.D. President and Chief Executive Officer | | |
| |
Company'sCompany’s Annual Report to the Securities and Exchange Commission on Form 10-K for the year ended December 31, 20192020 is available without charge upon written request to: Corporate Secretary, Protagonist Therapeutics, Inc., 7707 Gateway Blvd., Suite 140, Newark, California 94560.