Filed by a Party other than the Registrant¨
☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
2, 2022
2.
Inc.
YOUR VOTE IS IMPORTANT. OUR ANNUAL MEETING WILL BE HELD AS A VIRTUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE CAST YOUR VOTE ONLINE, BY TELEPHONE OR BY COMPLETING, DATING, SIGNING AND PROMPTLY RETURNING YOUR PROXY CARD OR VOTING INSTRUCTIONS CARD IN THE POSTAGE-PAID ENVELOPE (WHICH WILL BE PROVIDED TO THOSE STOCKHOLDERS WHO REQUEST TO RECEIVE PAPER COPIES OF THESE MATERIALS BY MAIL) BEFORE THE ANNUAL MEETING SO THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING. INSTRUCTIONS REGARDING THE METHODS OF VOTING ARE CONTAINED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS.
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i
22, 2022
2.
Consistent with applicable law, we intend to count abstentions and broker non-votes only for the purpose of determining the presence or absence of a quorum for the transaction of business. A broker “non-vote” refers to shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter. Applicable rules no longer permit brokers to vote in the election of Directors if the broker has not received instructions from the beneficial owner. Accordingly, it is important that beneficial owners instruct their brokers how they wish to vote their shares.
Beneficial holders who wish to change or revoke their voting instructions should contact their brokerage firm, bank or other financial institution for information on how to do so. Beneficial holders who wish to attend the virtual Annual Meeting virtually and vote through the Annual Meeting website should contact their brokerage firm, bank or other financial institution holding shares of Common Stock on their behalf in order to obtain a “legal proxy”, which will allow them to vote through the Annual Meeting website. Attendance at the virtual Annual Meeting will not, by itself, revoke a proxy.
Board Designation Rights
Chen.
Director Name | Age | Position with the Company | Since | |||
Class I Director – Term expires 2023 | ||||||
James Shmerling, DHA, FACHE (1)(2)(3) | 66 | Director | 2018 | |||
Class II Directors – Term expires 2021 | ||||||
Ting Li * | 44 | Director | 2018 | |||
Wei Zhang, MD, Ph.D. ** (2)(3) | 49 | Director | 2018 | |||
Class III Director – Term expires 2022 | ||||||
Jason Jing Chen | 59 | Chairman | 2018 | |||
Herman Sanchez (1) | 46 | Director | 2021 |
Director Name | | | Age | | | Position with the Company | | | Since | |
Class I Director – Term expires 2023 | | | | | | | | | | |
James Shmerling, DHA, FACHE(1)(2)(3) | | | 67 | | | Director | | | 2018 | |
Junli He(2)(3) | | | 48 | | | Director | | | 2021 | |
Class II Directors – Term expires 2024 | | | | | | | | | | |
Ting Li | | | 45 | | | Director | | | 2018 | |
David Green | | | 57 | | | Chairman | | | 2021 | |
Class III Director – Term expires 2022 | | | | | | | | | | |
Jason Jing Chen* | | | 60 | | | Vice Chairman | | | 2018 | |
Herman Sanchez(1)* | | | 47 | | | Director | | | 2021 | |
Director —TermDirectors — Term Expiring in 2023
5
understanding of our Company as founder thereof. 2025Nominee for ElectionDirectorDirectors — Nominated to Serve a Term Expiring in 2024bachelorbachelor’s degree in accounting from China’s Changchun Taxation College in Changchun, Jilin Province, and a master’s degree in software engineering from Jilin University, also in Changchun. We believe Ms. Li’s qualifications to sit on our Board of Directors include her extensive education and investment banking experience.Class II Director —Term Expiring immediately prior to Annual MeetingWei Zhang, MD, Ph.D.Dr. ZhangMay 23, 2018. Dr. ZhangNovember 26, 2021. On November 26, 2021, the Company appointed Mr. Green as Interim Chief Executive Officer. Mr. Green, age 57, is the founder and CEO of Zero Carbon LLC, a membercompany that offers green-tech consulting services. Mr. Green is also the founder and former Chairman and CEO of the Governance CommitteeCompany, as well as co-founder and the Chairmanformer director, President and CEO of the Compensation Committee. Dr. Zhang is currently the Senior Vice President, Chief Strategy Officer, for Wuxi Apptec. Prior to Wuzi Apptec, Dr Zhang served asHarvard Bioscience, Inc. Mr. Green graduated from Oxford University with a faculty director for Global Executive Program at Peking University where he has led company specific programs across the world,B.A. Honors degree in physics and his clients include Novartis, Nestle, IBM, Johnson & Johnson, Roche, Marsh & McLennan etc. Dr. Zhang washolds a permanent faculty of management at China Europe International Business School (CEIBS) from 2008 to 2012 and was the founding director of CEIBS Center for Health Care Policy and Management. He was also a Distinguished Bing Fellow of Health Economics at RAND (US) in 2008 and has been an adjunct faculty at Peking University School of Government. Dr. Zhang received his Ph.D. in Health PolicyM.B.A. degree with distinction from Harvard University (an interfaculty program between Graduate School of Arts and Sciences, Business School, Kennedy School of Government, and Medical School), and M.D. from Peking Union Medical College (founded by Rockefeller Foundation in 1918).School. We believe that Dr. Zhang’s qualificationMr. Green’s qualifications to sit on our Board of Directors include his broadexecutive leadership experience, his experience founding our regenerative medicine business while at Harvard Bioscience, his significant operating and management expertise and leadership experience in business model innovation, leading strategy transformation, non-market strategy,the knowledge and health care innovation.—Term— Nominees for Election as Class III Directors — Nominated to Serve a Term Expiring in 2022
Herman Sanchez
such position.
2021.
The Compensation Committee assists the Board with determining and overseeing the execution of our compensation philosophy and overseeing the administration of our executive compensation programs. Its responsibilities also include assisting the Board with oversight as to the Company’s compensation and benefit plans and policies, retaining or terminating committee advisors, independence evaluation of compensation advisors, administering its stock plans (including reviewing and approving equity grants) and reviewing and approving annually all compensation decisions for the Company’s executive officers, including theour Chief Executive Officer and the Chief Financial Officer.
Although we are not listed on the NASDAQ, the Board of Directors has determined that all members of the Governance Committee are “independent” as such term is currently defined by NASDAQ rules.
Management Transitions
In February 2020, Mr. McGorry resigned from his positions as the Company’s Chief Executive Officer and a director. In connection with Mr. McGorry’s separation, the Company and the former executive entered into a separation agreement which included severance benefits described in more detail below.Officer. On October 29, 2020, in connection with its engagement of Danforth Advisors, LLC,November 26, 2021, the Company appointed James MastridgeMr. Green as interim Vice President of Finance. In connection with Mr. Mastridge’s appointment, the Company determined that Peter Chakoutis, the Company’s former Vice President of Finance, who had been on temporary leave of absence for personal reasons at such time, would not be returning to the Company. On January 29, 2021 Danforth Advisors, LLC terminated its consulting arrangement with the Company and as a result thereof Mr. Mastridge ceased serving as our interim Vice President of Finance.
Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(2) | All Other Compensation | Total | ||||||||||||||||||
Hong Yu | 2020 | $ | 150,000 | — | — | $ | 7,950 | (3) | $ | 157,950 | ||||||||||||||
President | 2019 | $ | 150,000 | — | — | $ | 7,950 | (4) | $ | 157,950 | ||||||||||||||
William Fodor, PhD | 2020 | $ | 305,000 | — | — | $ | 17,151 | (5) | $ | 322,151 | ||||||||||||||
Chief Scientific Officer | 2019 | $ | 305,000 | — | — | $ | 17,151 | (6) | $ | 322,151 | ||||||||||||||
James McGorry | 2020 | $ | 220,000 | $ | 3,100 | (7) | $ | 223,100 | ||||||||||||||||
Former Chief Executive Officer | 2019 | $ | 375,000 | — | — | $ | 20,651 | (8) | $ | 395,651 | ||||||||||||||
James Mastridge | 2020 | — | — | — | $ | 57,037 | (9) | $ | 57,037 | |||||||||||||||
Former interim Vice President of Finance | 2019 | — | — | — | — | — | ||||||||||||||||||
Peter Chakoutis | 2020 | $ | 155,000 | $ | 121,800 | $ | 134,436 | $ | 8,450 | (10) | $ | 419,686 | ||||||||||||
Former Vice President of Finance | 2019 | $ | 181,923 | — | $ | 57,492 | $ | 9,896 | (11) | $ | 249,311 |
Name and Principal Position | | | Year | | | Salary | | | Stock Awards | | | Option Awards(1) | | | All Other Compensation | | | Total | | ||||||||||||||||||
David Green Interim Chief Executive Officer | | | | | 2021 | | | | | $ | 35,568 | | | | | | — | | | | | $ | 222,971 | | | | | $ | — | | | | | $ | 258,539 | | |
| | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Hong Yu President | | | | | 2021 | | | | | $ | 150,000 | | | | | | — | | | | | $ | 222,827 | | | | | $ | 7,950(2) | | | | | $ | 380,777 | | |
| | | 2020 | | | | | $ | 150,000 | | | | | | — | | | | | | — | | | | | $ | 7,950(3) | | | | | $ | 157,950 | | | ||
William Fodor, PhD Chief Scientific Officer | | | | | 2021 | | | | | $ | 152,500 | | | | | | — | | | | | $ | 386,303 | | | | | $ | 10,552(4) | | | | | $ | 549,355 | | |
| | | 2020 | | | | | $ | 305,000 | | | | | | — | | | | | | — | | | | | $ | 17,151(5) | | | | | $ | 322,151 | | |
2020
Long-Term Equity Incentive Compensation
Based in part of the long-term equity incentive grants made in fiscal 2018 to the named executive officers, in 2020,
Name and Principal Position | | | Stock Option Awards | | |||
David Green Interim Chief Executive Officer | | | | | 374,094(1) | | |
William Fodor, PhD Chief Scientific Officer | | | | | 196,103(2) | | |
Hong Yu President | | | | | 113,116(2) | | |
(ii) up to 267,210 shall vest in three increments, two for 80,163 shares each and the third for 106,884 shares, each such vesting subject to certain performance milestones set by our Board of Directors.
James McGorry, our former Chief Executive Officer
Prior to his resignation in 2020, we entered into an employment agreement with Mr. McGorry dated as of June 23, 2015 and effective as of July 6, 2015. Mr. McGorry’s employment agreement had a term of three years, but automatically renewed for successive one-year periods unless either party provided 90 days’ notice that it did not wish to extend the agreement. Mr. McGorry’s employment agreement provided for an annual base salary in the amount of three hundred seventy-five thousand dollars ($375,000) which was to be reevaluated on an annual basis by the Board of Directors or the compensation committee. Mr. McGorry was eligible to receive cash incentive compensation as determined by the Board of Directors or the compensation committee, and was also eligible to participate in all of our employee benefit plans, including without limitation, retirement plans, stock option plans, stock purchase plans and medical insurance plans.
13
Peter Chakoutis, our former Vice President of Finance
Following a brief departure in early 2020, Peter Chakoutis, was rehired as our Vice President of Finance on pursuant to an Offer Letter dated March 24, 2020 (or the 2020 Offer Letter). During fiscal 2019 and 2020 prior to his brief departure, Mr. Chakoutis’ employment was governed by an offer letter executed as of April 5, 2018 (or the 2018 Offer Letter). The 2018 Offer Letter provided for an annual base salary, which following his promotion in August 2020 was set at two hundred and one thousand dollars ($201,000). The 2020 Offer Letter provided for a weekly salary of $5,500 through May 15, 2020, and $5,000 thereafter. Pursuant to the 2020 Offer Letter, Mr. Chakoutis was also granted equity awards, being (I) stock awards based on performance goals, including (i) 15,000 shares of our common stock that were granted following the timely filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, (ii) 10,000 shares of our common stock that were granted upon timely filing of the definitive proxy statement for our 2020 Annual Meeting of Stockholders, and (iii) 10,000 shares of our common stock that were granted upon timely filing of our Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2020, and (II) an option to purchase 40,000 shares of our common stock, one quarter of which vested upon timely filing of our Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2020, and the remainder were scheduled to vest in twelve (12) equal quarterly increments on the first day of each calendar quarter starting with the first calendar quarter following the timely filing of such Form 10-Q. Mr. Chakoutis took a temporary leave of absence from the Company in August 2020 for personal reasons and thereafter in October 2020, the Board of Directors determined that Mr. Chakoutis would not be returning to the Company.
Potential Payments upon Termination and Change in Control Benefits
Peter Chakoutis, our Vice President of Finance
James McGorry, our formerCompany and which coincides with the hiring of a full-time Chief Executive Officer
Employment Agreement Provisions
to replace Mr. McGorry’s employment agreement provided for payments to be made toGreen in his interim role), (a) the executive in the event of his termination under certain circumstances. If the executive’s employment was terminated by us without “cause” (as such term is defined in the employment agreement) or by the executive for “good reason” (as such term is defined in the agreement), we were obligated to pay the executive the sum of his average annual base salary for the prior three fiscal years or annual salary for the prior fiscal year, whichever is higher, and his average annual cash incentive compensation for the prior three fiscal years or annual cash incentive compensation for the prior fiscal year, whichever is higher. Such payment was conditioned upon the executive’s execution of a general release of claims against us. In addition, allunvested portion of the executive’s stock options or stock-based awards that would otherwise vest within the 12-month periodsix (6) months following such termination would accelerate and become immediately exercisable. Executive may also have been entitled to certain payments in(as determined by solely the eventBoard of a change in control of our Company. If the executive’s employment was terminated by us without cause or by the executive for good reason within 18 months of a change in control of our Company, the executive would have been entitled to receive a lump sum cash payment in an amount equal to the sum of the executive’s current or most recent annual salary and his most recent cash incentive compensation. In addition, in the event of a change in control, all of the executive’s stock options or stock-based awards would have accelerated and become immediately exercisable. In addition, in the event the executive is terminated due to death or disability, without cause or for good reason, or as a result of a change in control, we would have been required to continue to pay health insurance premiums for health insurance coverage for the executive and his immediate family for a period of one year following his termination.
Separation and Release Agreement
In connection with Mr. McGorry’s resignation in February 2020, the Company and Mr. McGorry entered into a separation and release agreement that included the following severance benefits, which in certain instances represented a modification from the requirements of Mr. McGorry’s employment agreement in relation to a termination without cause: (i) six months of his base salary paid in equal monthly installments over the course of twelve months; (ii) a grant of a fully vested non-qualified stock option to purchase 80,000 shares of common stockDirectors of the Company with an expiration date eighteen months followingin its reasonable discretion) shall accelerate and be deemed vested, and (b) the effectiveoption may be exercised as to vested Shares as of the date of his resignation, (iii) accelerationsuch termination of vesting of certain outstanding equity awards; and (iv) thatemployment within two (2) years thereafter (but in no event later than the outstanding vested options would be exercisable until the earlier of eighteen months following such effective date and the respective scheduled expiration date of the option). For purposes of such options.
Name | Fees earned or paid in cash(1) | Option awards (2)(3) | Total | |||||||||
Jason Jing Chen | $ | 20,000 | $ | 44,996 | $ | 64,996 | ||||||
Matthew Dallas | $ | 1,863 | $ | 0 | $ | 1,863 | ||||||
Ting Li | $ | 20,000 | $ | 44,996 | $ | 64,996 | ||||||
James Shmerling, DHA FACHE | $ | 20,000 | $ | 44,996 | $ | 64,996 | ||||||
Jeffrey Young | $ | 13,260 | $ | 29,833 | $ | 43,093 | ||||||
Wei Zhang MD, Ph.D | $ | 20,000 | $ | 44,996 | $ | 64,996 |
Name | | | Fees earned or paid in cash | | | Option awards(1)(2) | | | Total | | |||||||||
Jason Jing Chen | | | | $ | — | | | | | $ | 45,026 | | | | | $ | 45,026 | | |
Junli He | | | | $ | — | | | | | $ | 44,996 | | | | | $ | 44,996 | | |
Ting Li | | | | $ | — | | | | | $ | 45,026 | | | | | $ | 45,026 | | |
Herman Sanchez | | | | $ | — | | | | | $ | 70,029 | | | | | $ | 70,029 | | |
James Shmerling, DHA, FACHE | | | | $ | — | | | | | $ | 45,030 | | | | | $ | 45,030 | | |
2021
Option Awards | Restricted Stock Units | ||||||||||||||||
Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Securities Underlying Restricted Stock Units | |||||||||||||
William Fodor, Ph.D | 78,483 | 26,160 | (1) | $ | 2.72 | 5/29/2028 | — | ||||||||||
20,929 | 83,714 | (2) | $ | 2.72 | 5/29/2028 | — | |||||||||||
Hong Yu | 78,483 | 26,160 | (1) | $ | 2.72 | 5/29/2028 | — | ||||||||||
20,929 | 83,714 | (2) | $ | 2.72 | 5/29/2028 | — |
| | | Option Awards | | | Restricted Stock Units | | ||||||||||||||||||||||||
| | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Securities Underlying Restricted Stock Units | | |||||||||||||||
David Green | | | | | 8,907 | | | | | | 97,977 (1) | | | | | $ | 2.40 | | | | | | 11/26/2031 | | | | | | — | | |
| | | | | — | | | | | | 267,210(2) | | | | | $ | 2.40 | | | | | | 11/26/2031 | | | | | | — | | |
William Fodor, Ph.D | | | | | 49,025 | | | | | | 147,078(3) | | | | | $ | 2.30 | | | | | | 12/29/2031 | | | | | | — | | |
| | | | | 104,643 | | | | | | —(4) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | |
| | | | | 20,929 | | | | | | 83,714(5) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | |
Hong Yu | | | | | 28,279 | | | | | | 84,837(3) | | | | | $ | 2.30 | | | | | | 12/29/2031 | | | | | | | | |
| | | | | 104,643 | | | | | | —(4) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | |
| | | | | 20,929 | | | | | | 83,714(5) | | | | | $ | 2.72 | | | | | | 5/29/2028 | | | | | | — | | |
Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent spouses share authority under community property laws.
| | | Common Stock Beneficially Owned | | |||||||||
Name and Address of Beneficial Owner(1) | | | Shares | | | Percent(2) |
| ||||||
| |||||||||||||
Greater than 5% Holder | | | | | | | |||||||
| | | | | | | |||||||
DST Capital LLC and Affiliates | | | | 4,012,722 | | | | | | 37.3 | | | |
An Zhang | | | | | 900,000 | | | | | | 8.4%(4) | | |
Du | | | | | 750,000 | | | | | | 7.0 | ||
| |||||||||||||
Named Executive Officers | | | | | | | | | | | | | |
David Green | | | | | 213,065 | | | | | | 2.0%(6) | | |
Hong Yu | | | | 504,506 | | | | | | 4.7 | | | |
William Fodor, Ph.D | | | | 174,597 | | | | | | 1.6 | |||
| | ||||||||||||
Non-employee Directors | | | | | | | |||||||
| | | | | | | |||||||
Jason Jing Chen | | | | 303,653 | | | | | | 2.8 | | | |
Junli He | | | | | 249,852 | | | | | | 2.3%(10) | | |
Ting Li | | | | 87,369 | | | | | | *% | | | |
Herman Sanchez | | | | 51,323 | | | | | | *% | | | |
James Shmerling, DHA FACHE | | | | 86,099 | | | | | | *% | |||
| |||||||||||||
| |||||||||||||
All current executive officers and directors, as a group | | | | 1,670,464 | | | | | | 15.5 | | |
________________________
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders (1) | 1,599,720 | 6.33 | 3,480,470 | (2) | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 1,599,720 | 6.33 | 3,480,470 |
________________________
Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Restricted Stock Units, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | | | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | |||||||||
| | | (a) | | | (b) | | | (c) | | |||||||||
Equity compensation plans approved by security holders(1) | | | | | 2,332,603 | | | | | | 3.93 | | | | | | 2,747,676(2) | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total | | | | | 2,332,603 | | | | | | 3.93 | | | | | | 2,747,676 | | |
A
2020 | 2019 | Total | ||||||||||
Audit Fees (1) | $ | 228,184 | $ | 212,625 | $ | 440,809 | ||||||
Tax Fees (2) | $ | 18,585 | 16,065 | $ | 34,650 | |||||||
Total Fees | $ | 246,789 | $ | 228,690 | $ | 475,479 |
| | | 2021 | | | 2020 | | | Total | | |||||||||
Audit Fees(1) | | | | $ | 124,100 | | | | | $ | 228,184 | | | | | $ | 350,284 | | |
Tax Fees(2) | | | | | 34,920 | | | | | | 18,585 | | | | | | 55,505 | | |
Total Fees | | | | $ | 159,020 | | | | | $ | 246,769 | | | | | $ | 405,789 | | |
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