UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Cambridge, MassachusettsApril 23, 2020
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HOUSEHOLDING
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SCHOLAR ROCK HOLDING CORPORATION
301 Binney Street, 3620 Memorial Drive, 2ndrd Floor
Cambridge, MA 0213902142
16, 2021.
(4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
SCHOLAR ROCK HOLDING CORPORATION
PROXY STATEMENT
FOR THE 20202021 ANNUAL MEETING OF STOCKHOLDERS
29, 2021.
29, 2021.
Why is the Annual Meeting a virtual, online meeting?
This year our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location.
How is the vote counted?
publicly announce the deadline for submitting a proposal in a press release or in a document filed with the Securities Exchange Commission, or SEC.
this year.
Nominees for Election as Class IIIII Directors
Name | | | Positions and Offices Held with Scholar Rock | | | Director Since | | | Age | |
Jeffrey S. Flier, M.D. | | | Director | | | 2016 | | | 73 | |
Amir Nashat, Sc.D. | | | Director | | | 2012 | | | 48 | |
Akshay Vaishnaw, M.D., Ph.D. | | | Director | | | 2019 | | | 58 | |
Name | Positions and Offices Held with Scholar Rock | Director Since | Age | ||||||
---|---|---|---|---|---|---|---|---|---|
David Hallal | Chairman of the Board of Directors | 2017 | 53 | ||||||
Kristina Burow | Director | 2014 | 46 | ||||||
Michael Gilman, Ph.D. | Director | 2013 | 65 |
Name | | | Positions and Offices Held with Scholar Rock | | | Director Since | | | Class and Year in Which Term Will Expire | | | Age | |
Stuart A. Kingsley | | | President, Chief Executive Officer and Director | | | 2020 | | | Class I – 2022 | | | 57 | |
Joshua Reed | | | Director | | | 2021 | | | Class I – 2022 | | | 48 | |
David Hallal | | | Director | | | 2017 | | | Class II – 2021 | | | 54 | |
Kristina Burow | | | Director | | | 2014 | | | Class II – 2021 | | | 47 | |
Michael Gilman, Ph.D. | | | Director | | | 2013 | | | Class II – 2021 | | | 66 | |
was Founder and Chief Executive Officer. Prior to founding Stromedix in 2006, from 1999 to 2005, Dr.Mr. Gilman served in a variety of capacities, most recently as Executive Vice President, Research at Biogen Idec. From 1994 to 1999, Dr.Mr. Gilman was at ARIAD Pharmaceuticals, Inc., where he was Executive Vice President and Chief Scientific Officer. From 1986 to 1994, Dr.Mr. Gilman was on the scientific staff of Cold Spring Harbor Laboratory in New York. He also serves on the Board of Directors of Arrakis Therapeutics, Inc., Obsidian Therapeutics, Inc. and Novartis Venture Fund, and on the Scientific Advisory Board of FutuRx, an Israeli biotech accelerator. He previously served on the Board of Directors of X4 Pharmaceuticals, Inc. from September 2014 to March 2019. Dr.Mr. Gilman was a postdoctoral fellow with Dr. Robert Weinberg at the Whitehead Institute. He holds a Ph.D. in Biochemistry from University of California, Berkeley, and a S.B. in Life Sciences from Massachusetts Institute of Technology. Our Board of Directors believes that Dr. Gilman'sMr. Gilman’s extensive experience in the pharmaceuticals industry qualifies him to serve on our Board of Directors.
The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.
The Board of Directors unanimously recommends voting "FOR" the election of David Hallal, Kristina Burow and Michael Gilman, Ph.D. as the Class II directors, each to serve for a three-year term ending at the Annual Meeting of stockholders to be held in 2023.
Directors Not Standing for Election or Re-Election
The following table identifies our directors who are not standing for election or re-election at this year's Annual Meeting, and sets forth their principal occupation and business experience during the last five years and their ages as of March 30, 2020.
Name | Positions and Offices Held with Scholar Rock | Director Since | Class and Year in Which Term Will Expire | Age | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Nagesh K. Mahanthappa, Ph.D. | President, Chief Executive Officer and Director | 2012 | Class I—2022 | 55 | |||||||
Edward H. Myles | Director | 2018 | Class I—2022 | 48 | |||||||
Jeffrey S. Flier, M.D. | Director | 2016 | Class III—2021 | 72 | |||||||
Amir Nashat, Sc.D. | Director | 2012 | Class III—2021 | 47 | |||||||
Akshay Vaishnaw, M.D., Ph.D. | Director | 2019 | Class III—2021 | 57 |
Nagesh K. Mahanthappa, Ph.D. is the founding employee of Scholar Rock and has served as a director and our President and Chief Executive Officer since October 2012. Prior to joining us, from February 2007 to May 2012, Dr. Mahanthappa was a founding employee and Vice President, Corporate Development & Operations at Avila Therapeutics, Inc. (acquired by Celgene Corporation in March 2012). Previously, from August 2002 to February 2007, he served in roles of increasing responsibility at Alnylam Pharmaceuticals, Inc., most recently as Vice President, Scientific & Strategic Development. He was also a founder of TwistDx, Inc. a DNA diagnostics company acquired by Inverness Medical Innovations, Inc. (now Alere, Inc.) in 2010. Since November 2016, he has also served as Non-Executive Director for Camena Bioscience. Dr. Mahanthappa received his Ph.D. in Neurobiology from the California Institute of Technology, and completed his post-doctoral training at the E.K. Shriver Center for Mental Retardation (then affiliated with Massachusetts General Hospital) and Harvard Medical School. He received his M.B.A. from the F.W. Olin Graduate School of Management at Babson College and his B.A. in Biology and Chemistry from the University of Colorado, Boulder. Our Board of Directors believes that Dr. Mahanthappa's extensive experience in the pharmaceutical industry qualifies him to serve on our Board of Directors.
Edward H. Myles has served as a director since November 2018. Mr. Myles is currently Chief Operating Officer and Chief Financial Officer of AMAG Pharmaceuticals, Inc. ("AMAG"). He served as Executive Vice President and Chief Financial Officer of AMAG from April 2016 to January 2020. Prior to joining AMAG, from June 2013 to April 2016, he served as Chief Financial Officer at Ocata Therapeutics, Inc. ("Ocata") before it was acquired by Astellas Pharma, Inc. While at Ocata, Mr. Myles also served as Executive Vice President of Corporate Development from June 2013 to July 2014, interim President from January 2014 to July 2014, and Chief Operating Officer from July 2014 to April 2016. His prior leadership positions include Chief Financial Officer and Vice President of Operations at PrimeraDx, Inc. from November 2008 to June 2013, Senior Vice President and Chief Financial Officer of Pressure BioSciences, Inc. from April 2006 to November 2008 and Controller of EMD Pharmaceuticals (now EMD Serono, a part of Merck KGaA) from 2003 to 2006. Earlier in his career, Mr. Myles was an associate in the healthcare investment banking group at SG Cowen Securities Corporation, and was a senior associate in the audit practice of Coopers & Lybrand LLP from 1993 to 1997. Mr. Myles holds a Master of Business Administration from John M. Olin School of Business at Washington University and Bachelor of Science in Business Administration from the University of Hartford. Our Board of Directors believes that Mr. Myles' extensive experience in the biotech and pharmaceutical industry in various corporate finance roles qualifies him to serve on our Board of Directors.
Jeffrey S. Flier, M.D. has served as a director since October 2016. Since August 2016, Dr. Flier has served as the Higginson Professor of Physiology and Medicine and Harvard University Distinguished Service Professor, and from 2007 to August 2016 served as the twenty-first Dean of the Faculty of Medicine at Harvard University. Previously, from 2002 to 2007, Dr. Flier served as Chief Academic Officer of Beth Israel Deaconess Medical Center and served as Harvard Medical School Faculty Dean for Academic Programs. An elected member of the National Academy of Medicine and a fellow of the American Academy of Arts and Sciences, his many honors include the Eli Lilly Award of the American Diabetes Association, and the Berson Lecture of the American Physiological Society. He was the recipient of the 2005 Banting Medal from the American Diabetes Association, its highest scientific honor. Dr. Flier received his B.S. from City College of New York and his M.D. from Mount Sinai School of Medicine with highest academic honors, and he completed his residency training at Mount Sinai School of Medicine. Our Board of Directors believes that Dr. Flier's extensive medical and scientific experience and his leadership skills qualify him to serve on our Board of Directors.
Amir Nashat, Sc.D. has served as a director since October 2012. Dr. Nashat is a managing partner at Polaris Partners, a venture capital firm, where he has worked since 2002. Dr. Nashat currently represents Polaris as a director of Agbiome, Inc., aTyr Pharmaceuticals, Inc., CAMP4 Therapeutics, Inc., Dewpoint Therapeutics, Inc., Fate Therapeutics, Inc., Metacrine, Inc., Olivo Laboratories, LLC, Morphic Holding, Inc., Selecta Biosciences, Inc., Syros Pharmaceuticals, Inc., and Taris Holdings, LLC. Additionally, Dr. Nashat has served as director of 1366 Technologies, Inc., Adnexus Therapeutics, Inc. (Bristol Myers Squibb), Athenix Corporation, Inc. (Bayer), Avila Therapeutics, Inc. (Celgene), BIND Therapeutics, Inc., Jnana Therapeutics, Inc., Living Proof (Unilever), Pax Healthcare, Pervasis Therapeutics, Inc. (Shire Pharmaceuticals), Promedior Pharmaceuticals, Receptos (Celgene), Sofregen and Sun Catalytix (Lockheed Martin). At Dewpoint, Living Proof, Sun Catalytix, Olivo Labs and Jnana, Dr. Nashat served as the company's initial Chief Executive Officer. Outside of Polaris, he serves on the BIO Emerging Companies Section Governing Board, the nonprofit Institute for Protein Innovation Board, the Living Proof Advisory Board, the Partners Healthcare Innovation Fund Board, the ALIOTHtalent Board, the Investment Advisory Committee for The Engine at MIT, and helped launch the MIT Sandbox Innovation Fund as its active president. Dr. Nashat received a M.S. and B.S. in materials science and mechanical engineering from the University of California, Berkeley and a Sc.D. as a Hertz Fellow in Chemical Engineering at the Massachusetts Institute of Technology with a minor in Biology under Dr. Robert Langer. Our Board of
Directors believes that Dr. Nashat's biotechnology investment experience qualifies him to serve on our Board of Directors.
Akshay Vaishnaw, M.D., Ph.D. has served as a director since May 2019. He is currently the President of Research & Development at Alnylam Pharmaceuticals Inc., where he has worked since 2006 in various research and development roles of increasing responsibility. Prior to 2006, Dr. Vaishnaw was Senior Director, Translational Medicine at Biogen. He received his M.D. from the University of Wales College of Medicine, U.K., and his Ph.D. from the University of London, U.K., in molecular immunology. He is a Fellow of the Royal College of Physicians, U.K. Dr. Vaishnaw is a member of the Board of Directors for Editas Medicine Inc. and he served as a Board member of Visterra Inc from 2014 to 2018, before its sale to Otsuka Pharmaceuticals. Our Board of Directors believes that Dr. Vaishnaw's extensive medical, drug development and business experience, combined with his leadership skills, qualify him to serve on our Board of Directors.
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.
Name | | | Position Held with Scholar Rock | | | Officer Since | | | Age | |
Stuart A. Kingsley | | | President & Chief Executive Officer | | | 2020 | | | 57 | |
Gregory J. Carven, Ph.D. | | | Chief Scientific Officer | | | 2021 | | | 45 | |
Yung H. Chyung, M.D. | | | Chief Medical Officer | | | 2016 | | | 45 | |
Junlin Ho | | | General Counsel & Corporate Secretary | | | 2021 | | | 42 | |
Edward H. Myles | | | Chief Financial Officer and Head of Business Operations | | | 2020 | | | 49 | |
Name | Position Held with Scholar Rock | Officer Since | Age | ||||||
---|---|---|---|---|---|---|---|---|---|
Alan J. Buckler, Ph.D. | Chief Scientific Officer | 2016 | 60 | ||||||
Yung H. Chyung, M.D. | Chief Medical Officer | 2016 | 44 | ||||||
Erin Moore | SVP, Finance | 2019 | 45 |
AlanGregory J. Buckler,Carven, Ph.D. has served as our Chief Scientific Officer since February 2021. Mr. Carven joined Scholar Rock in November 2016. Prior to joining us, Dr. Buckler served as Vice President, Cell and Protein Sciences, at Biogen Inc. from 2014 to 2016. From 2005 to 2014, Dr. Buckler served as Director, Developmental and Molecular Pathways in the Novartis Institutes for Biomedical Research. Prior to Novartis, Dr. Buckler served as the Chief Scientific Officer of Ardais Corporation from 1999 to 2004 and as Vice President of Molecular Genetics at Sequana Therapeutics/Axys Pharmaceuticals from 1996Antibody Discovery and Protein Sciences and was promoted to 1999.SVP, Antibody Discovery and Protein Sciences in January 2018 and to Head of Research in June 2020. Prior to joining the private sector, Dr. BucklerScholar Rock, Mr. Carven served on the Neurology faculty of Massachusetts General Hospitalas Associate Research Fellow at Pfizer from 2010 to 2014 and Harvard Medical Schoolheld multiple positions at Merck Research Laboratories (formerly Schering Plough Research Institute and Organon Biosciences) from 1991 to 1996. Dr. Buckler received2005-2010. Mr. Carven earned his Ph.D.PhD in MicrobiologyBiological Chemistry from the Boston University School of Medicine, and completed his post-doctoral training at the Center for Cancer Research, Massachusetts Institute of Technology. He alsoTechnology, and holds an A.B.a B.S. in BiologyHonors Chemistry from the University of Chicago.Massachusetts.
completed his internal medicine residency
2020.
| | | 2020 | | | 2019 | | ||||||
Audit fees(1) | | | | $ | 619 | | | | | $ | 621 | | |
Audit-related fees(2) | | | | | 40 | | | | | | — | | |
Tax fees(3) | | | | | 179 | | | | | | 25 | | |
All other fees(4) | | | | | 1 | | | | | | 2 | | |
Total fees | | | | $ | 839 | | | | | $ | 648 | | |
| 2019 | 2018 | |||||
---|---|---|---|---|---|---|---|
Audit fees(1) | $ | 621 | $ | 1,318 | |||
Audit-related fees(2) | — | — | |||||
Tax fees(3) | 25 | — | |||||
All other fees(4) | 2 | 2 | |||||
| | | | | | | |
Total fees | $ | 648 | $ | 1,320 | |||
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responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company'scompany’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company'scompany’s Board of Directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director'sdirector’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.
Edward H. Myles, Michael Gilman
Directors.
”
Generally, the nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominating and corporate governance committee. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board of Directors. Based on the results of the evaluation process, the nominating and
Akshay Vaishnaw.
or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits short sales, derivative transactions, or any hedging transactions with respect to our stock by our executive officers, directors, employees and certain designated consultants and contractors, whether made directly or indirectly. Our insider trading policy expressly prohibits, without the advance approval of our audit committee, purchases or sales of puts, calls, or other derivative securities of the company or any derivative securities that provide the economic equivalent of ownership.
Communication with the Directors of Scholar Rock
Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($) | | | Option Awards ($)(3) | | | All Other Compensation ($) | | ||||||||||||
David Hallal | | | | | 163,000 | | | | | | — | | | | | | 237,028(4) | | | | | | — | | |
Kristina Burow | | | | | 48,444 | | | | | | — | | | | | | 154,068(5) | | | | | | — | | |
Jeffrey S. Flier, M.D. | | | | | 54,000 | | | | | | — | | | | | | 154,068(6) | | | | | | — | | |
Michael Gilman, Ph.D. | | | | | 53,444 | | | | | | — | | | | | | 154,068(7) | | | | | | — | | |
Amir Nashat, Sc.D. | | | | | 42,500(2) | | | | | | — | | | | | | 154,068(8) | | | | | | — | | |
Akshay Vaishnaw, M.D., Ph.D. | | | | | 48,796 | | | | | | — | | | | | | 154,068(9) | | | | | | — | | |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(5) | Option Awards ($)(5) | All Other Compensation ($) | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
David Hallal | 163,000 | 140,026 | (7) | — | |||||||||
Kristina Burow | 45,000 | 140,026 | (8) | — | |||||||||
Jeffrey S. Flier, M.D. | 51,270 | 140,026 | (9) | — | |||||||||
Michael Gilman, Ph.D. | 48,635 | 140,026 | (10) | — | |||||||||
Edward H. Myles | 55,000 | 70,013 | (11) | — | |||||||||
Amir Nashat, Sc.D. | 42,500 | (2) | 140,026 | (8) | — | ||||||||
Akshay Vaishnaw, M.D., Ph.D. | 28,360 | (3) | $ | 15,648 | (6) | 301,168 | (6) | 12,500 | (13) | ||||
Timothy A. Springer, Ph.D. | 16,769 | (4) | — | 32,204 | (14) |
| | | 2020 Annual Retainer | | |||
Board of Directors: | | | | | | | |
Nonemployee member | | | | $ | 35,000 | | |
Additional fee for Non-Executive Chairman of the Board | | | | $ | 115,000 | | |
Audit Committee: | | | | | | | |
Member | | | | $ | 7,500 | | |
Additional fee for Chairman | | | | $ | 7,500 | | |
Compensation Committee: | | | | | | | |
Member | | | | $ | 5,000 | | |
Additional fee for Chairman | | | | $ | 5,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Member | | | | $ | 4,000 | | |
Additional fee for Chairman | | | | $ | 4,000 | | |
Science, Innovation and Technology Committee: | | | | | | | |
Member | | | | $ | 7,500 | | |
Additional fee for Chairman | | | | $ | 7,500 | | |
| Annual Retainer | |||
---|---|---|---|---|
Board of Directors: | ||||
Nonemployee member | $ | 35,000 | ||
Additional fee for Non-Executive Chairman of the Board | $ | 115,000 | ||
Audit Committee: | ||||
Member | $ | 7,500 | ||
Additional fee for Chairman | $ | 7,500 | ||
Compensation Committee: | ||||
Member | $ | 5,000 | ||
Additional fee for Chairman | $ | 5,000 | ||
Nominating and Corporate Governance Committee: | ||||
Member | $ | 4,000 | ||
Additional fee for Chairman | $ | 4,000 | ||
Science, Innovation and Technology Committee: | ||||
Member | $ | 7,500 | ||
Additional fee for Chairman | $ | 7,500 |
The fees associated with membership on the Science, Innovation and Technology Committee were modified on May 21, 2019 and are reflected in the table above. Prior to such modification, such fees were $4,000 for members and an additional feeAs of $4,000 for chairman.
In addition,December 31, 2020, each non-employee director elected or appointed to our Board of Directors following the completion of our initial public offering is granted a one-time option grant of 20,31626,000 shares on the date ofupon such director'sdirector’s election or appointment to the Board of Directors, which vest monthly over three years, subject to continued service through such vesting dates. Mr. Kingsley was granted a one-time option grant of 20,316 shares upon his appointment to the Board of Directors on May 20, 2020 based on the Non-Employee Director Compensation Policy in effect at the time of his appointment. Non-employee director compensation is reviewed by the compensation committee on a regular basis and as of March 16, 2021, our Non-Employee Director Compensation Policy was revised to provide that upon a director’s election or appointment to the Board of Directors, such non-employee director receives a one-time option grant to purchase 15,600 shares of our common stock. In addition, on the date of each annual meeting of stockholders of our company, each non-employee director (other than a director receiving an appointment equity award within three months prior to such annual meeting) is granted an annual option grant to purchase the following number of shares:
As of March 16, 2021, this annual option grant amount was revised to an annual option grant to purchase 7,800 shares.
This policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors'directors’ interests with those of our stockholders.
July 31, 2020.
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Option Award ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | | |||||||||||||||||||||
Stuart A. Kingsley President and Chief Executive Officer | | | | | 2020 | | | | | | 238,000(4) | | | | | | — | | | | | | 4,396,154(6) | | | | | | 312,000 | | | | | | 6,692(11) | | | | | | 4,952,846 | | |
Edward H. Myles Chief Financial Officer & Head of Business Operations | | | | | 2020 | | | | | | 193,500(5) | | | | | | — | | | | | | 2,683,211(7) | | | | | | 208,980 | | | | | | 30,664(12) | | | | | | 3,116,355 | | |
Gregory J. Carven Ph.D. Chief Scientific Officer and former Head of Research | | | | | 2020 | | | | | | 380,785 | | | | | | — | | | | | | 1,019,299 | | | | | | 168,000 | | | | | | 2,548 | | | | | | 1,570,631 | | |
Nagesh K. Mahanthappa, Ph.D. Former President and Chief Executive Officer | | | | | |||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | | 306,904(8) | | | | | | 40,743(14) | | | | | | 2,936,796(10) | | | | | | — | | | | | | 846,648(13) | | | | | | 4,058,826 | | | ||
| | | 2019 | | | | | | 500,000 | | | | | | — | | | | | | 1,405,443 | | | | | | 250,000 | | | | | | 3,207 | | | | | | 2,158,650 | | |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Award ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(8) | Total ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nagesh K. Mahanthappa Ph.D., | 2019 | 500,000 | — | — | 1,405,443 | 250,000 | 3,207 | 2,158,650 | |||||||||||||||||
President and Chief Executive | 2018 | 456,769 | — | — | 2,310,011 | 273,125 | 2,322 | 3,042,227 | |||||||||||||||||
Officer | |||||||||||||||||||||||||
Yung H. Chyung, M.D., | 2019 | 416,800 | — | — | 605,422 | 145,880 | 1,425 | 1,169,527 | |||||||||||||||||
Chief Medical Officer | |||||||||||||||||||||||||
Alan J. Buckler, | 2019 | 400,128 | — | — | 551,366 | 140,045 | 2,433 | 1,093,972 | |||||||||||||||||
Chief Scientific Officer | |||||||||||||||||||||||||
Rhonda M. Chicko, C.P.A, | 2019 | 280,771 | (3) | — | — | 745,970 | (4) | — | 446,537 | (5) | 1,473,278 | ||||||||||||||
Former Chief Financial | 2018 | 267,765 | (6) | 50,000 | (7) | — | 1,176,596 | 146,108 | 1,359 | 1,641,828 | |||||||||||||||
Officer |
payments of $431,451 that were paid pursuant to the separation agreement and release between Ms. Chicko and the Company disclosed below under the section entitled "Employment arrangements with our named executive officers."
during the vesting period. In 2020, our Compensation Committee granted a stock option award subject to time-based vesting to each of our named executive officers employed by the Company at the time of grant based in part on individual performance and achievement of specified corporate goals for fiscal year 2019.
In 2021, our compensation committee approved the utilization of stock options and restricted stock units and granted a stock option award and restricted stock unit award, in each case subject to time-based vesting, to each of our named executive officers employed by the Company at the time of grant based in part on individual performance and achievement of specified corporate goals for fiscal year 2020.
| | | | | | | | | Option Awards | | |||||||||||||||||||||
Name and Principal Position | | | Grant Date | | | Number of Securities Underlying Unexercised Options (# Exercisable) | | | Number of Securities Underlying Unexercised Options (# Unexercisable) | | | Option Exercise Price | | | Option Expiration Date | | |||||||||||||||
Stuart A. Kingsley President and Chief Executive Officer | | | | | 05/20/2020(1) | | | | | | 3,950 | | | | | | 16,366 | | | | | $ | 19.68 | | | | | | 05/20/2030 | | |
| | | 07/16/2020(2) | | | | | | — | | | | | | 429,684 | | | | | $ | 13.83 | | | | | | 07/16/2030 | | | ||
Edward H. Myles Chief Financial Officer | | | | | 11/19/2018(3) | | | | | | 10,722 | | | | | | — | | | | | $ | 20.52 | | | | | | 11/19/2028 | | |
| | | 05/21/2019(4) | | | | | | 5,079 | | | | | | — | | | | | $ | 21.21 | | | | | | 05/21/2029 | | | ||
| | | 07/16/2020(5) | | | | | | — | | | | | | 250,000 | | | | | $ | 13.83 | | | | | | 07/16/2030 | | |
| | Option Awards | | | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options (# Unexercisable) | Option Exercise Price | Option Expiration Date | |||||||||||||||
Nagesh K. Mahanthappa Ph.D., | 12/22/2017 | 23,540 | (1) | 310,257 | — | — | — | — | ||||||||||||||
President and Chief | 2/20/2018 | (2) | — | — | 91,950 | 118,222 | $ | 5.77 | 2/20/2028 | |||||||||||||
Executive Officer | 5/23/2018 | (3) | — | — | 55,235 | 92,060 | $ | 14.00 | 5/23/2028 | |||||||||||||
1/31/2019 | (4) | — | — | 32,500 | 97,500 | $ | 15.11 | 1/31/2029 | ||||||||||||||
Yung H. Chyung, M.D., | 12/22/2017 | 12,922 | (6) | 170,312 | — | — | — | — | ||||||||||||||
Chief Medical Officer | 2/20/2018 | (2) | — | — | 18,389 | 23,645 | $ | 5.77 | 2/20/2028 | |||||||||||||
1/31/2019 | (4) | — | — | 14,000 | 42,000 | $ | 15.11 | 1/31/2029 | ||||||||||||||
Alan J. Buckler, Ph.D., | 12/22/2017 | 39,413 | (7) | 519,463 | — | — | — | — | ||||||||||||||
Chief Scientific Officer | 2/20/2018 | (2) | — | — | 19,922 | 25,615 | $ | 5.77 | 2/20/2028 | |||||||||||||
5/23/2018 | (3) | — | — | 5,939 | 9,899 | $ | 14.00 | 5/23/2028 | ||||||||||||||
1/31/2019 | (4) | — | — | 12,750 | 38,250 | $ | 15.11 | 1/31/2029 | ||||||||||||||
Rhonda M. Chicko, C.P.A, | 4/03/2018 | (5) | — | — | 86,915 | — | $ | 7.17 | 5/10/2020 | |||||||||||||
Chief Financial Officer | 5/23/2018 | (3) | — | 4,752 | — | $ | 14.00 | 5/10/2020 | ||||||||||||||
1/31/2019 | (4) | — | — | 10,500 | — | $ | 15.11 | 5/10/2020 |
| | | | | | | | | Option Awards | | |||||||||||||||||||||
Name and Principal Position | | | Grant Date | | | Number of Securities Underlying Unexercised Options (# Exercisable) | | | Number of Securities Underlying Unexercised Options (# Unexercisable) | | | Option Exercise Price | | | Option Expiration Date | | |||||||||||||||
Gregory J. Carven, Ph.D. Chief Scientific Officer and former Head of Research | | | | | 02/20/2018(6) | | | | | | 27,694 | | | | | | 12,589 | | | | | $ | 5.77 | | | | | | 02/20/2028 | | |
| | | 05/23/2018(7) | | | | | | 6,283 | | | | | | 3,771 | | | | | $ | 14.00 | | | | | | 05/23/2028 | | | ||
| | | 01/31/2019(8) | | | | | | 17,000 | | | | | | 17,000 | | | | | $ | 15.11 | | | | | | 01/31/2029 | | | ||
| | | 02/06/2020(9) | | | | | | 7,277 | | | | | | 31,536 | | | | | $ | 13.52 | | | | | | 02/06/2030 | | | ||
| | | 05/29/2020(10) | | | | | | 6,250 | | | | | | 43,750 | | | | | $ | 18.40 | | | | | | 05/29/2030 | | | ||
Nagesh K. Mahanthappa, Ph.D. Former President and Chief Executive Officer | | | | | 02/20/2018(6,11) | | | | | | — | | | | | | 65,679 | | | | | $ | 5.77 | | | | | | 02/20/2028 | | |
| | | 05/23/2018(7,11) | | | | | | — | | | | | | 55,236 | | | | | $ | 14.00 | | | | | | 05/23/2028 | | | ||
| | | 01/31/2019(8,11) | | | | | | 8,125 | | | | | | 65,000 | | | | | $ | 15.11 | | | | | | 01/31/2029 | | | ||
| | | 02/06/2020(9,11) | | | | | | — | | | | | | 133,250 | | | | | $ | 13.52 | | | | | | 02/06/2030 | | |
Employment arrangements with our named executive officers
Dr. Mahanthappa
Dr. Chyung
Alan J. Buckler, Ph.D.
Dr. Buckler
Ms. Chicko
Ms. Chicko's last day of employment with Scholar Rock was on September 30, 2019 ("Departure Date"). For a nine-month period following her Departure Date, Ms. Chicko will receive an amount equal to 9 months of her base salary, payable on the Company's normal payroll cycle, and is eligible to participate in the Company's health, dental and vision plans at the rate employees of the Company
would otherwise pay in the same nine-month period. Ms. Chicko was also entitled to receive a one-time payment of her target bonus for 2019 based on her annual base salary for the full year of 2019, multiplied by 35% and multiplied by the percentage achievement by the Company of its corporate objectives in 2019, which was paid at the time the Company customarily pays its annual bonuses. On the Departure Date, Ms. Chicko's unvested new hire option grant to purchase shares of common stock in Scholar Rock Holding Corporation was fully accelerated and became vested. In addition, Ms. Chicko was given 180 days following the Departure Date to exercise any option to purchase shares of Scholar Rock Holding Corporation's common stock (in lieu of the typical 90-day period for exercisability).
Additional Narrative Disclosure
Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 3,679,931 | | | | | $ | 14.96 | | | | | | 2,758,841(2) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | $ | — | | | | | | — | | |
Total | | | | | 3,679,931 | | | | | $ | 14.96 | | | | | | 2,758,841 | | |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||
---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders(1) | 2,408,996 | $ | 12.60 | 3,182,384 | (2) | |||||
Equity compensation plans not approved by security holders | — | $ | — | — | ||||||
| | | | | | | | | | |
Total | 2,408,996 | $ | 12.60 | 3,182,384 | ||||||
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In addition, we adopted bylaws which provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
29, 2021.
| | | Shares beneficially owned | | |||||||||
Name and address of beneficial owner(1) | | | Number | | | Percentage | | ||||||
5% Stockholders: | | | | | | | | | | | | | |
ARCH Venture Fund VIII, L.P.(2) | | | | | 2,637,617 | | | | | | 7.7% | | |
Invus Public Equities, L.P.(3) | | | | | 2,100,000 | | | | | | 6.1% | | |
Polaris Venture Management Co. VI, L.L.C.(4) | | | | | 2,832,706 | | | | | | 8.2% | | |
FMR LLC(5) | | | | | 5,045,824 | | | | | | 14.7% | | |
Redmile Group, LLC(6) | | | | | 3,412,009 | | | | | | 9.9% | | |
BB Biotech AG(7) | | | | | 2,255,651 | | | | | | 6.6% | | |
T. Rowe Price Associates, Inc.(8) | | | | | 3,996,494 | | | | | | 11.6% | | |
BlackRock, Inc.(9) | | | | | 2,113,913 | | | | | | 6.1% | | |
Named Executive Officers and Directors: | | | | | | | | | | | | | |
Stuart A. Kingsley(10) | | | | | 15,522 | | | | | | * | | |
Greg J. Carven, Ph.D.(11) | | | | | 81,621 | | | | | | * | | |
Edward H. Myles(12) | | | | | 20,832 | | | | | | * | | |
Nagesh K. Mahanthappa, Ph.D. (13) | | | | | 412,001 | | | | | | 1.2% | | |
David Hallal(14) | | | | | 410,629 | | | | | | 1.2% | | |
Kristina Burow(15) | | | | | 2,667,526 | | | | | | 7.8% | | |
Jeffrey S. Flier, M.D.(16) | | | | | 43,580 | | | | | | * | | |
Michael Gilman, Ph.D.(17) | | | | | 68,025 | | | | | | * | | |
Amir Nashat, Sc.D.(18) | | | | | 2,862,615 | | | | | | 8.3% | | |
Joshua Reed(19) | | | | | 866 | | | | | | * | | |
Akshay Vaishnaw, M.D., Ph.D.(20) | | | | | 24,312 | | | | | | * | | |
All executive officers and directors as a group (13 persons) | | | | | 6,982,937 | | | | | | 20.3% | | |
| Shares beneficially owned | ||||||
---|---|---|---|---|---|---|---|
Name and address of beneficial owner(1) | Number | Percentage | |||||
5% Stockholders: | |||||||
ARCH Venture Fund VIII, L.P.(2) | 2,637,617 | 8.8 | % | ||||
Invus Public Equities, L.P.(3) | 2,546,040 | 8.5 | |||||
Polaris Venture Partners VI, L.P.(4) | 2,676,311 | 9.0 | |||||
FMR LLC(5) | 4,451,763 | 14.9 | |||||
Redmile Group, LLC(6) | 2,940,889 | 9.9 | |||||
BB Biotech AG(7) | 2,634,466 | 8.8 | |||||
Timothy A. Springer, Ph.D.(8) | 2,957,422 | 10.0 | |||||
Named Executive Officers and Directors: | |||||||
Nagesh K. Mahanthappa, Ph.D.(9) | 862,805 | 2.9 | |||||
Yung H. Chyung, M.D.(10) | 252,498 | * | |||||
Alan J. Buckler, Ph.D.(11) | 211,785 | * | |||||
Rhonda M. Chicko, C.P.A.(12) | 86,915 | * | |||||
David Hallal(13) | 376,691 | 1.3 | |||||
Kristina Burow(14) | 2,661,319 | 8.9 | |||||
Jeffrey S. Flier, M.D.(15) | 70,769 | * | |||||
Michael Gilman, Ph.D.(16) | 70,943 | * | |||||
Edward H. Myles(17) | 15,237 | * | |||||
Amir Nashat, Sc.D.(18) | 2,700,013 | 9.1 | |||||
Akshay Vaishnaw, M.D., Ph.D.(19) | 17,540 | * | |||||
All executive officers and directors as a group (12 persons) | 7,358,977 | 24.6 | % |
may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
32 |
April 23, 2020
Some banks, brokers and other nominee record holders may be participating in the practice of "householding"“householding” proxy statements and annual reports. This means that only one copy of our documents, including the annual report to stockholders and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Scholar Rock Holding Corporation, 620 Memorial Drive, 2nd301 Binney Street, 3rd Floor, Cambridge, Massachusetts 0213902142 Attention: Corporate Secretary, telephone (857) 259-3860. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.