SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Securities Exchange Act of 1934
(Amendment No. )
| ||||
| ||||
: ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed | ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
April 16, 2018
To our stockholders:
On December 19, 2017, Sevion Therapeutics, Inc. (“Sevion”) acquired Eloxx Pharmaceuticals, Limited (“Private Eloxx”) pursuant to a merger betweenExchange Act Rule 0-11 (set forth the companies (the “Transaction”). Upon consummationamount on which the filing fee is calculated and state how it was determined):
![[MISSING IMAGE: lg_eloxx.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/lg_eloxx.jpg)
Waltham, MA 02451
WeDirectors, you are pleased to invite youcordially invited to attend the 20182019 Annual Meeting of Stockholders (the “Annual Meeting”) of Eloxx Pharmaceuticals, Inc. to(the “Company”). The Annual Meeting will be held on Wednesday, May 16, 201829, 2019, at 2:1:00 p.m. Tel Aviv timeEastern Time at the offices of the Company, Center Entrance Learning Center, 950 Winter Street, 1st Floor, Waltham, Massachusetts 02451. The Ritz Carlton, Herzliya, located at 4 Hashunit Street, Herzliya, 4655504 Israel.
Details regarding admission to theformal Notice of Annual Meeting andis set forth in the businessenclosed material.
Yourhow each of our stockholders can receive a paper copy of our proxy materials, if desired. By furnishing proxy materials over the Internet, we are lowering the costs and reducing the environmental impact of the Annual Meeting.
Thank you for your ongoing support of and continued interest in Eloxx Pharmaceuticals, Inc. We look forward to seeing you at the Annual Meeting.
![[MISSING IMAGE: sg_robert-ward.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/sg_robert-ward.jpg){kind=small}
Chairman of the Board of Directors
and Chief Executive Officer
ELOXX PHARMACEUTICALS, INC.
Waltham, MassachusettsMA 02451
To Be Held On May 16, 2018
To the Stockholders of Eloxx Pharmaceuticals, Inc.:
NOTICE
| | | | ||
| DATE AND TIME: | | | Wednesday, May 29, 2019 at 1:00 p.m. Eastern Time | |
| LOCATION: | | | Company Headquarters Center Entrance Learning Center 950 Winter Street, 1st Floor Waltham, MA 02451 | |
| PURPOSES: | | | 1. to elect nine directors; 2. to ratify the 3. to hold an advisory vote on the compensation of our 2018 named executive officers; 4. to hold an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers; and 5. to transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof. | |
| RECORD DATE: | | | April 1, 2019 | |
HOW TO VOTE: | | |||
| Please vote via one of the methods below as soon as possible to ensure that your vote is counted | | |||
![[MISSING IMAGE: icon-internet.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-internet.jpg){kind=icon} | | | BY INTERNET Visit www.proxyvote.com until May 28, 2019 | |
![[MISSING IMAGE: icon-phone.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-phone.jpg){kind=icon} | | | BY PHONE Please call 1-800-690-6903 by May 28, 2019 | |
![[MISSING IMAGE: icon-mail.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-mail.jpg){kind=icon} | | | BY MAIL Sign, date and return your proxy card in the | |
![[MISSING IMAGE: icon-person.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-person.jpg){kind=icon} | | | IN PERSON You can vote in person at the meeting | |
![[MISSING IMAGE: icon-qrcode.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-qrcode.jpg){kind=icon} | | | BY SMART DEVICE Scan the barcode to | |
| | | | | | By order of the Board of Directors, ![[MISSING IMAGE: sg_neil-belloff.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/sg_neil-belloff.jpg) Neil S. Belloff Executive Vice President, General Counsel and Corporate Secretary | |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting is March 19, 2018. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on
May 16, 2018 at 2:00 p.m. Tel Aviv time at The Ritz Carlton, Herzliya, 4 Hashunit Street, Herzliya, 4655504 Israel
The Proxy Statement and Annual Report to the Stockholders are available at: www.proxypush.com/elox
By Order of the Board of Directors,
Gregory Weaver
Corporate Secretary
Boston, Massachusetts
April 16, 2018
You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please vote by telephone or through the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.
950 Winter Street
Waltham, Massachusetts 02451
FOR THE 20182019 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I receiving these materials?
We are providing you29, 2019
We intendInternet.
How doWhat procedures must I attend the Annual Meeting?
The Annual Meeting will be held on Wednesday, May 16, 2018 at 2:00 p.m. Tel Aviv time at The Ritz Carlton, Herzliya, 4 Hashunit Street, Herzliya, 4655504 Israel. Directionsfollow?
you must present proof of your ownership of Eloxx common stock, such as a bank or brokerage account statement, to be admitted to the Annual Meeting.
Agent
to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other agent.
For Proposal 1, you
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registeredinstruction card and return it in Your Name
the prepaid envelope. If you are a stockholder of record and return a signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board of Directors.
![[MISSING IMAGE: tv517860_scantoview.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/tv517860_scantoview.jpg)
Beneficial Owner: Shares Registered in the Name of Broker or Bank
designating that person. If you are a beneficial owner of shares, registered in the name of your broker, bank or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from us. Simply complete and mail in the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote in person at the Annual Meeting, you must obtain a validlegal proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker or bank to request a proxy form.
We provide internet proxy voting 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?
On each matter to be voted upon, you have one vote for each share of common stock you own as of March 19, 2018.
If I am a stockholderholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all the Nomineespresent it to the Board and “For” ratificationinspector of the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as our independent registered public accounting firm for the fiscal year ending December 31, 2017. If any other matter is properly presented at the Annual Meeting,election with your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent howballot to vote your shares, your broker, bank or other agent may still be able to vote at the Annual Meeting.
If you area beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, youmust provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and
employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials Internet promptly
to ensure that all of your shares are voted.
vote is received timely.
Other Agent
When are stockholder proposals and director nominations due for next year’s Annual Meeting?
To be considered for inclusion in next year’s
Pursuant to our bylaws, if you wish to bring a proposalproxy materials on or before the deadline provided in the Notice by calling 1-800-579-1639, but note that it will take us at least three business days to mail or e-mail the proxy materials. You will also have the option to establish delivery preferences that will be applicable for all future mailings of proxy materials. We encourage stockholders or nominateto take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact and costs of our annual meetings. If you choose to receive future proxy materials by e-mail, you will receive an e-mail message next year with instructions containing a director atlink to those materials and a link to the 2019proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal 1, with respect to each Nominee, votes “FOR,” “AGAINST,” and “ABSTAIN,” and for Proposal 2, votes ““FOR,” “AGAINST,” and “ABSTAIN.” Brokernon-votes have no effectyou, and will not be counted towardsgive you an electronic link directly to the vote total for any proposal.
What are “brokernon-votes”?
As discussed above, when a beneficial ownerStockholders of shares held in “street name” does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how toRecord: If you vote on matters deemedthe Internet at www.proxyvote.com, simply follow the prompts to beenroll in the electronic proxy delivery service.
As a reminder, ifnon-vote?
How many votes are needed to approve each proposal?
The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and brokernon-votes.
| ||||||||
| ||||||||
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to be cast areas being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which the beneficial owner’s authorization is required under the applicable stock exchange rules.
quorum, which is necessary to transact business at the Annual Meeting.
| Proposal | | | Vote Required | | | Broker Discretionary Voting Allowed | |
| Election of Directors | | | Majority of Votes Cast | | | No | |
| Ratification of Deloitte & Touche LLP | | | Majority of Votes Cast | | | Yes | |
| Advisory Approval of Executive Compensation | | | Majority of Votes Cast | | | No | |
| Advisory Vote on Frequency of Advisory Approval of Executive Compensation | | | Majority of Votes Cast | | | No | |
What16.
The letter to stockholders,proxy statement, Form10-K and annual report tostockholders are available at www.proxypush.com/elox.
On December 19, 2017, Sevion Therapeutics, Inc. (“Sevion”) acquired Eloxx Pharmaceuticals, Limited (“Private Eloxx” or “Eloxx Limited”) pursuant to a merger between the companies (the “Transaction”). Upon consummationrecommendation of the Transaction (the “Closing”), Sevion adopted the business plan of Private EloxxNominating and discontinued the pursuit of Sevion’s business planpre-Closing. In connection with the Transaction, Sevion acquired allCorporate Governance Committee of the outstanding capital stockBoard of Private EloxxDirectors (referred to as the Nominating Committee), are to be elected, each to hold office (subject to our By-laws) until the next annual meeting and until his or her successor has been elected and qualified. All of the nominees for director currently serve as directors and were elected by the stockholders at the 2018 Annual Meeting.
Upon closingrecommendations of the Reverse Merger,Nominating Committee. As discussed elsewhere in this Proxy Statement, in evaluating director nominees, the Company assumedNominating Committee considers characteristics that include, among others, integrity, business experience, financial acumen, leadership abilities, familiarity with our business and businesses similar or analogous to ours, and the obligations under outstanding warrants previously issuedextent to which a candidate’s knowledge, skills, background and experience are already represented by Eloxx Limited to purchase its share capital and, in connection therewith, issued warrants to purchase 346,307 sharesother members of the Company’s common stock to certain warrant holdersour Board of Eloxx Limited.
Directors. Listed below are our director nominees with their biographies. In addition, upon closingwe have summarized for each director the reasons why such director has been chosen to serve on our Board of the Reverse Merger, the Company assumed all of the outstanding obligations under the Eloxx 2013 Share Ownership and Option Plan (the “2013 Plan”) and, accordingly, the Company has reserved 2,307,738 shares of the Company’s common stock for issuance upon the exercise of such options. As part of the Company’s assumption of the outstanding options under the 2013 Plan, the Company also assumed the 2013 Plan and accordingly reserved 189,751 shares of the Company’s common stock for future grants.
Following the Reverse Merger and reverse stock split, and commencing December 20, 2017, the Company’s Common Stock symbol on OTCQB marketplace changed to “SVOND”, and subsequently changed to “ELOX” on January 19, 2018.
Effective with the Reverse Merger, each member of the board of directors of Eloxx Limited was appointed to the Company’s Board. All members of the Boardpre-Reverse Merger, other than Steven D. Rubin, resigned from the Board. In addition, each officer of Eloxx Limited was reappointed as an officer of the Company. Also effective with the Reverse Merger, the Company’s Board affirmed its financial year end as December 31, 2017 to align with the fiscal year end of Eloxx Limited.
ELECTION OF DIRECTORS
Vacancies on the Company’s Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the majority of the remaining directors of the Board to fill a vacancy, in a class, including vacancies created by an increase in the number of directors, shall serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.
The Board presently has nine (9) members. Messrs. Robert Ward, Tomer Kariv, Ran Nussbaum, Gadi Veinrib, Martijn Kleijwegt and Steven Rubin, and Drs. Zafrira Avnur, Silvia Noiman and Jasbir Seehra, and all of these current directors have been nominated for reelection at the Annual Meeting by the Nominating and Corporate Governance Committee. Messrs. Ward, Kariv, Nussbaum, Veinrib and Rubin, and Drs. Avnur and Noiman were all appointed to the Board in connection with the Reverse Merger. Dr. Seehra was initially appointed to the Board by the full Board in February 2018, following recommendation of the Nominating and Corporate Governance Committee of the Board.
If elected at the Annual Meeting, all directors would serve until the 2019 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting.
| Name | | | Age(1) | | | Position | |
| Robert E. Ward | | | 61 | | | Chairman of the Board and Chief Executive Officer | |
| Zafrira Avnur, Ph.D. | | | 68 | | | Director | |
| Tomer Kariv | | | 58 | | | Director | |
| Martijn Kleijwegt | | | 64 | | | Director | |
| Silvia Noiman, Ph.D. | | | 63 | | | Director | |
| Ran Nussbaum | | | 45 | | | Director | |
| Steven Rubin | | | 58 | | | Director | |
| Jasbir Seehra, Ph.D. | | | 63 | | | Director | |
| Gadi Veinrib | | | 41 | | | Director | |
The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to believe that each Nominee should serve on the Board.
Nominees for Election as a Director
The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Board, and Nominating and Corporate Governance Committee, to recommend that person as a nominee for director, as of the date of this proxy statement.
May 29, 2019.
| | | | | | | | | | | | |
| | | | | | | | | | | | |
![[MISSING IMAGE: tv517860_chrt-pie1.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/tv517860_chrt-pie1.jpg)
25 years of experience as an entrepreneur and executive in the biopharmaceuticals industry, includingindustry. Currently, she is serving as venture partner ata consultant to Pontifax Venture Capital. Dr. Noiman founded Eloxx Limited in 2013 and held multiple
executive roles from October 2013 to December 2017.2017, including as Chief Executive Officer. She has served as venture partner of Pontifax IV since November 2015 and Pontifax II since 2010. Dr. Noiman founded and served as Executive Chairwoman of many of the Pontifax VC portfolio companies, including cCAM Biotherapeutics Ltd, acquired by Merck (NYSE:MRK) in 2015. She was also founder and Senior Vice President of Predix Pharmaceuticals Ltd., bringing a small early-stage drug discovery company from inception to a $500M$500 million publicly traded multi-product company (NASDAQ, EPIX).company. Under Dr. Noiman’s leadership, the companyPredix progressed four discovery programs to late stage clinical trials and formed significant big pharma partnerships. Prior to founding Predix, Pharmaceuticals Ltd., sheDr. Noiman was engaged in large-scale entrepreneurial activities in the biotech industry in Israel. Dr. Noiman received a M.P.Sc. in population genetics and hera B.Sc. in Biology from the Faculty of Life Sciences atTel-Aviv University, an M.B.A. from Recanati School of Management atTel-Aviv University, a PhDPh.D. in Molecular Biology from Tel AvivTel-Aviv University and did apost-docpost-doctoral work at the Weizmann Institute of Science. Dr. Noiman has published numerous papers and holds several patents. Our Board believes Dr. Noiman’sin-depth knowledge of the Company and her experience in executive roles in the biotechnology industry qualifies her to serve on theour Board.
Mr.Ran Nussbaum age 45, has served as a member of our Board since December 2017, and previously served as a member of the Eloxx Limited Board since September 2013 He2013. Mr Nussbaum is a managing partner and theco-founderCo-Founder of The Pontifax Group.Group, which established five funds with over $600 million under management and invested in over 40 portfolio companies. Over the past 10 years, Mr. Nussbaum has been managing The Pontifax Group’s activity together with Mr. Tomer Kariv. Mr. Nussbaum is the Chairman of the Board of Keros Therapeutics Inc. From 2006 to 2008 he also served as Chief Executive Officer of Biomedix Ltd. and Spearhead Ltd., and was Chairman of the Board of Nasvax Ltd. Mr. Nussbaum’s experience in the life sciences arena coupled with over a decade of experience in the business intelligence field create a unique blend of skills, enabling him to support companies from inception to commercialization. Mr. Nussbaum currently serves as a directorDirector of UroGen Pharma Ltd. (formerly, TheraCoat), Quiet Therapeutics Ltd., Ocon Medical Ltd., N.T.B. Pharma Ltd., Lutris Pharma Ltd., Zolex Therapeutics Ltd., and Prevail Therapeutics Inc. Mr. Nussbaum also has previously served on the boards of directors of many of Pontifax’sThe Pontifax Group’s portfolio companies, including UroGencompanies: c-Cam Biotherapeutics Ltd., Prevail pharma, OconInsuline Medical ArQule Inc. and serves as Keros’ Chairman of the board. Previously, Mr. Nussbaum was a Director ofLtd., Kite Pharma, (sold to Gilead Sciences, Inc.), CcamBioBlast Pharma Ltd. (Sold to Merck & Co., CollPlant Holdings Ltd., ProTab Ltd., Fusimab Ltd. Nutrina Ltd., NovellusDx Ltd., VBI Vaccines Inc.), and Chairman of the board of NasVax, Spearhead and Biomedix.ArQule, Inc. Our Board believes Mr. Nussbaum’s experience as a venture capitalist investor in the biotechnology industry qualifies him to serve on theour Board.
Mr. Rubin, age 57, has served as a member of our Board since December 2017, and previously served as a member of the Eloxx Limited BoardDirectors since May 2014. HeMr. Rubin is the Executive Vice President –— Administration and a Director of OPKO Health, Inc. Mr. Rubin is currently a Director of VBI Vaccines, Inc., Red Violet, Inc., Kidville, Inc.,Non-Invasive Monitoring Systems, Inc., Cocrystal Pharma, Inc., Castle Brands, Inc., Neovasc, Inc. and ChromaDex Corp. Mr. Rubin previously served as a Director of Cogint, Inc. prior to the spinoff of Red Violet from Cogint in March 2018, Dreams, Inc., Safestitch Medical, Inc. prior to its merger with TransEnterix, Inc., SciVac Therapeutics, Inc. prior to its merger with VBI Vaccines, Inc., Tiger X Medical, Inc. prior to its merger with BioCardia, Inc., and PROLOR Biotech, Inc., prior to its acquisition by OPKO Health, Inc. Mr. Rubin received a B.A. in Economics from Tulane University and a J.D. from the University of Florida. Our
Board believes Mr. Rubin’s experience in the biopharmaceutical industry, along with his extensive public company board experience qualifies him to serve on theour Board.
Mr. Kleijwegt, age 63, has served as a member of our Board since December 2017, and previously served as a member of the Eloxx Limited Board since June 2017. He is a Managing Partner andCo-owner of Life Sciences Partners (“LSP”) since founding it in 1998. Prior to that, he also was a Partner at Euroventures Ukraine Fund and served as a General Partner at Euroventures Benelux Team. Mr. Kleijwegt has over 30 years ofhands-on finance and investment experience and has gained extensive experience in the life sciences sector. He served as a Member of the Supervisory Board, or asNon-Executive Director, of a number of LSP portfolio companies, including Movetis, Ness, Pronota, ActoGeniX, Prosensa, Eyesense, Crucell, Asoyia, ISTO, Quadrant Plc., Rhein Biotech N.V., and QIAGEN N.V. He currently serves as a Member of the Supervisory Board, or asNon-Executive Director, of the following LSP portfolio companies: OxThera, Orphazyme, Kiadis Pharma and Pharvaris. He received a Master’s degree in Economics from Amsterdam University. Our Board believes Mr. Kleijwegt’s experience as an executive and investor in the life sciences industry qualifies him to serve on the Board.
Dr.Jasbir Seehra age 62, has served as a member of our Board since February 2018. HeDr. Seehra has served as CEOChief Executive Officer of Keros Therapeutics since December 2015. Before that, he worked for Third Rock Ventures and helped establish Decibel (where he still serves on their scientific advisory board)Scientific Advisory Board) and Ember Therapeutics (as chief scientific officer)Chief Scientific Officer). Before joining Ember, Dr. Seehra was part of a team of scientific advisors for many companies. He has served as an advisor on Ember’s scientific advisory boardScientific Advisory Board since the company’s launch. With greater than 25 years of experience developing innovative small molecule and biologic drugs, Dr. Seehra served as chief scientific officerChief Scientific Officer of Acceleron Pharma, Inc., which heco-founded in 2003. He has also served as vice presidentVice President of biological chemistryBiological Chemistry at Wyeth and led the small molecule lead discovery effort at Genetics Institute, Inc., where he successfully built the institute’s small molecule drug discovery capabilities, including medicinal chemistry, high throughput screening and structural biology. Dr. Seehra has authored numerous publications and is an inventor on 78 patents. Dr. Seehra received a B.S. and a Ph.D. in biochemistryBiochemistry from the University of Southampton in England. He completed his postdoctoral work at the Massachusetts Institute of Technology. Our Board believes Dr. Seehra’s drug development and executive leadership experience qualifies him to serve on our Board.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR”“FOR” THE NAMED NOMINEES.
ELECTION OF EACH NOMINEE UNDER PROPOSAL 1.
While the Company’s current listing exchange, the OTCQB market, does not provide any guidance in its listing standards, the Company has adopted governance standards substantially similar to the
positions, respectively, with the Company.
The Board believes that this current structure and combination of responsibilities is optimal for the Company at this time as it will enhance the Board’s oversight by leveraging the knowledge of our Chief Executive Officer without diminishing his accountability to the full Board.
After the Transaction, the
With respect tomember. The Board also met several times during the meetingsyear on an informal basis where members received regular operational updates concerning the Company. Additional actions of the Board prior toand the Reverse Merger,committees of the Company doesBoard were adopted by written consent, which are not have records available to determine neitherincluded in the number of Boardtotal meetings held norfor the attendance of Board members.
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
Below is a description of each committee of the Board.
Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.
| | | | Nominee Committee Membership(1) | | |||||||||
| Name | | | Audit | | | Nominating | | | Compensation | | | Strategic Finance | |
| Robert E. Ward | | | | | | | | | | | | ||
| Zafrira Avnur, Ph.D. | | | | | | ![[MISSING IMAGE: icon-bullet.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-bullet.jpg){kind=icon} | | | ![[MISSING IMAGE: icon-chair.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-chair.jpg){kind=icon} | | | | |
| Tomer Kariv | | | | | | ![[MISSING IMAGE: icon-bullet.gif]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-bullet.gif){kind=icon} | | | | | | | |
| Martijn Kleijwegt | | | | | | | | | | | | | |
| Silvia Noiman, Ph.D. | | | | | | | | | | | | | |
| Ran Nussbaum | | | | | | | | | | | | | |
| Steven Rubin | | | | | | | | | | | | ![[MISSING IMAGE: icon-chair.gif]](https://files.docoh.com/DEF 14A/0001144204-19-018439/icon-chair.gif){kind=icon} | |
| Jasbir Seehra, Ph.D. | | | | | | | | | | | | | |
| Gadi Veinrib | | | | | | | | | | | | | |
| | (1) | | | As of April 1, 2019. | |
| | | | | = Denotes Chair | |
2018. The Audit Committee of the Board was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to oversee our corporate accounting and financial reporting processes and audits of itsour financial statements. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance of and assesses the qualifications of the Company’s independent registered public accounting firm; determines and approves the engagement of the independent registered public accounting firm; determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm; reviews and approves the retention of the independent registered public accounting firm to perform any proposed permissiblenon-audit services; monitors the rotation of partners of the
controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meets to review the Company’s annual and quarterly financial statements with management and the independent registered public accounting firm, including a review of the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Operations” contained in our Exchange Act reports filed with the SEC.
2018.
Steven D. Rubin
Dr.
Jasbir Seehra, Ph.D.
2018. The Compensation Committee acts on behalf of the Board to review, adopt and approve the Company’s compensation strategy, policies, plans and programs, including:
ChairmanChairperson of the Compensation Committee, in consultation with our Chief Executive Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisers or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from compensation consultants and internal and external legal, accounting or other advisers and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the authority to retain, in its discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other thanin-house legal counsel and certain other types of advisers, only after assessing the independence of such person in accordance with SEC and Nasdaq requirements that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.CEOChief Executive Officer and/or the officers of the Company who report directly to the CEOChief Executive Officer and all officers who are “insiders” subject to Section 16 of the Exchange Act (the “Senior Officers”), the determination of compensation under approved compensation programs, except that
compensation action affecting the CEOChief Executive Officer or the Senior Officers may not be delegated. The Committee has direct responsibility and power to review and approve corporate goals and objectives relevant to the compensation of the Company’s CEO,Chief Executive Officer, evaluate the performance of the CEOChief Executive Officer in light of those goals and objectives, and either as a committee or together with the other independent directors (as directed by the Board), recommend to the Board for approvalapprove the compensation level for the CEOChief Executive Officer based on this evaluation.
the Company.
Stockholder Communications with the Board of Directors
Currently, communications with the Board should be made in writing and directed to the Company’s Corporate Secretary at our principal executive offices.
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
“against” this proposal.
| | | | Fiscal Year Ended December 31, 2018(1) | | |||
Audit Fees(2) | | | | $ | 467,358 | | |
Audit-Related Fees(3) | | | | | 45,320 | | |
All Other Fees(4) | | | | | 3,790 | | |
| Total Fees | | | | $ | 516,498 | | |
| | |||||||
| Fiscal Year Ended December 31, | ||||||||
| 2017 | 2016 | |||||||
Audit Fees(1) | $ | 259,815 | $ | 155,793 | ||||
Audit-Related Fees | ||||||||
Tax Fees(2) | 10,000 | 2,000 | ||||||
All Other Fees(3) | 278,525 | |||||||
|
|
|
| |||||
Total Fees | $ | 548,340 | $ | 157,793 | ||||
The Company does not have adequate records to determine if all fees described above werepre-approved by the Audit Committee.
Pre-Approval Policies in accordance with the “Pre-Approval Policy and Procedures” described below.
Ernst & Young Global).firm. The policy generallypre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit,case-by-case basis before the independent registered public accounting firm is engaged to provide each service. Thepre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
A VOTE
A VOTE “FOR” PROPOSAL 3.
ADVISORY STOCKHOLDER APPROVAL OF EXECUTIVE COMPENSATION
A VOTE IN FAVOR OF “ONE YEAR” FOR PROPOSAL 4.
| Name | | ||||||
| Age(1) | | | Title | | ||
| Robert E. Ward | | | 61 | | | Chief Executive Officer | |
| Gregory Weaver | | | 63 | | | Chief Financial Officer | |
| | | 60 | | | Chief | | |
| David P. Snow | | | 57 | | | Chief Business Officer | |
| Neil S. Belloff | | | 59 | | | Executive Vice President, General Counsel and Corporate Secretary | |
business experience.
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Owner Greater than 5% Stockholders | Shares of Common Stock Beneficially Owned | Percentage of Common Stock Beneficially Owned | ||||||
Pontifax Funds (1) | 8,789,671 | 31.93 | % | |||||
Technion Funds (2) | 1,403,745 | 5.10 | % | |||||
Catalyst Funds (3) | 1,658,544 | 6.02 | % | |||||
Gilad Shabtai (4) | 3,276,770 | 11.90 | % | |||||
LSP V Coöperatieve U.A. (5) | 2,653,673 | 9.64 | % | |||||
Global Health Science Fund I, L.P. (6) | 1,658,543 | 6.02 | % | |||||
The following table sets forth information concerning the
| Greater than 5% Stockholders | | | Shares of Common Stock Beneficially Owned | | | Percentage of Common Stock Beneficially Owned | | ||||||
Pontifax Funds(1) | | | | | 9,139,671 | | | | | | 25.4% | | |
Technion Funds(2) | | | | | 1,973,140 | | | | | | 5.5% | | |
Catalyst Funds(3) | | | | | 1,836,441 | | | | | | 5.1% | | |
Menora Mivtachim Holdings Ltd.(4) | | | | | 1,882,726 | | | | | | 5.2% | | |
LSP V Coöperatieve U.A.(5) | | | | | 2,953,673 | | | | | | 8.2% | | |
Global Health Science Fund I, L.P.(6) | | | | | 1,658,543 | | | | | | 4.6% | | |
| Directors and Named Executive Officers | | | | ||||||||||
Robert Ward(7) | | | | | 419,883 | | | | | | 1.2% | | |
Zafrira Avnur, Ph.D.(8) | | | | | 2,263 | | | | | | * | | |
Tomer Kariv(9) | | | | | 9,139,671 | | | | | | 25.4% | | |
Martijn Kleijwegt(10) | | | | | 2,953,673 | | | | | | 8.2% | | |
Dr. Silvia Noiman, Ph.D., MBA(11) | | | | | 796,860 | | | | | | 2.2% | | |
Ran Nussbaum(12) | | | | | 9,139,671 | | | | | | 25.4% | | |
Steven D. Rubin(13) | | | | | 59,120 | | | | | | * | | |
| Jasbir Seehra, Ph.D. | | | | | 0 | | | | | | * | | |
| Gadi Veinrib | | | | | 0 | | | | | | * | | |
Gregory Weaver(14) | | | | | 129,270 | | | | | | * | | |
| Gregory Williams | | | | | 0 | | | | | | * | | |
| David Snow | | | | | 0 | | | | | | * | | |
| All directors and executive officers as a group (12 persons) (1) – (15) | | | | | 13,500,740 | | | | | | 36.8% | | |
Directors and Named Executive Officers | ||||||||
Robert Ward (7) | 10,000 | * | % | |||||
Tomer Kariv (8) | 8,789,671 | 31.93 | % | |||||
Dr. Silvia Noiman, Ph.D., MBA (9) | 485,223 | 1.76 | % | |||||
Ran Nussbaum (10) | 8,789,671 | 31.93 | % | |||||
Gadi Veinrib | — | * | % | |||||
Zafrira Avnur, Ph.D. | 2,263 | * | % | |||||
Martijn Kleijwegt (11) | 2,653,673 | 9.64 | % | |||||
Steven D. Rubin (12) | 59,120 | * | % | |||||
Gregory Weaver (13) | 4,500 | * | % | |||||
Dr. Pedro Huertas (14) | 114,814 | * | % | |||||
All directors and executive officers as a group (10 persons) (15) | 12,119,264 | 44.03 | % | |||||
Consists of 2,953,673 shares of common stock held by LSP V Coöperatieve U.A. as to which Mr. Kleijwegt may be deemed to share voting power and investment control in his capacity as a managing director of LSP V Management B.V. Mr. Kleijwegt disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(our “named executive officers”).
Name and Principal Position (1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (5) | Total ($) | |||||||||||||||||||||||||||
Robert E. Ward | 2017 | — | — | 5,305,696 | 3,428,806 | — | — | — | 8,734,502 | |||||||||||||||||||||||||||
Gregory Weaver (6) | 2017 | 2,836 | — | — | 1,569,084 | — | — | 19 | 1,571,939 | |||||||||||||||||||||||||||
Pedro Huertas, MD, Ph.D. (6) | 2017 | 9,305 | 3,107 | — | — | — | — | 1,391 | 13,803 | |||||||||||||||||||||||||||
Dr. Silvia Noiman, Ph.D., MBA (6) | 2017 | 4,116 | 1,061 | — | — | — | — | — | 5,177 | |||||||||||||||||||||||||||
The following table describes
Name and Principal Position(1) | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) | | ||||||||||||||||||||||||
Robert E. Ward Chief Executive Officer | | | | | 2018 | | | | | | 452,885 | | | | | | — | | | | | | — | | | | | | — | | | | | | 425,000(6) | | | | | | 25,759 | | | | | | 903,644 | | |
| | | | 2017 | | | | | | 6,923 | | | | | | — | | | | | | 5,305,696 | | | | | | 3,428,806 | | | | | | — | | | | | | — | | | | | | 8,741,425 | | | ||
Gregory Weaver Chief Financial Officer | | | | | 2018 | | | | | | 347,212 | | | | | | — | | | | | | — | | | | | | — | | | | | | 138,000 | | | | | | 37,009 | | | | | | 522,221 | | |
| | | | 2017 | | | | | | 2,836 | | | | | | — | | | | | | — | | | | | | 1,569,084 | | | | | | — | | | | | | 19 | | | | | | 1,571,939 | | | ||
Gregory Williams(7) Chief Operating Officer | | | | | 2018 | | | | | | 244,712 | | | | | | 50,000(8) | | | | | | — | | | | | | 5,655,000(9) | | | | | | 78,082 | | | | | | 10,487 | | | | | | 6,038,281 | | |
David P. Snow (10) Chief Business Officer | | | | | 2018 | | | | | | 197,460 | | | | | | — | | | | | | — | | | | | | 3,770,000(9) | | | | | | 78,082 | | | | | | 83,037(11) | | | | | | 4,128,579 | | |
Name and Principal Position (1) | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (5) | Total ($) | |||||||||||||||||||||||||||
David Rector | 2017 | 90,000 | — | — | 132,165 | — | — | — | 222,165 | |||||||||||||||||||||||||||
Former Chief Executive Officer | 2016 | 90,000 | — | — | — | — | — | — | 90,000 | |||||||||||||||||||||||||||
James Graziano | 2017 | 121,087 | — | — | — | — | — | 207,619 | (7) | 328,706 | ||||||||||||||||||||||||||
Former Chief Technology Officer | 2016 | 133,606 | — | — | — | — | — | 1,413 | (8) | 135,019 | ||||||||||||||||||||||||||
Miguel de los Rios | 2017 | 86,941 | — | — | — | — | — | 172,370 | (9) | 258,861 | ||||||||||||||||||||||||||
Former Vice President of Research and Development | 2016 | 108,366 | — | — | — | — | — | — | 108,366 | |||||||||||||||||||||||||||
Vaughn Smider, M.D., Ph.D. | 2017 | 39,538 | — | — | — | — | — | 58,008 | (10) | 97,546 | ||||||||||||||||||||||||||
Former Chief Scientific Officer | 2016 | 78,154 | — | — | — | — | — | — | 78,154 | |||||||||||||||||||||||||||
|
Outstanding Equity Awards at FiscalYear-End
| | | | Option Awards | | | Stock Awards | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexer- cisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares of Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | ||||||||||||||||||||||||||||||
| Robert E. Ward | | | | | 12/26/2017 | | | | | | 213,595 | | | | | | 427,190 | | | | | | 22,427 | | | | | | 8.00 | | | | | | 12/26/2027 | | | | | | 427,190 | | | | | | 5,130,552 | | | | | | 22,427 | | | | | | 269,348 | | |
| Gregory Weaver | | | | | 12/19/2017 | | | | | | 99,816 | | | | | | 299,450 | | | | | | — | | | | | | 6.00 | | | | | | 12/19/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Gregory Williams, Ph.D. | | | | | 6/25/2018 | | | | | | — | | | | | | 300,000 | | | | | | — | | | | | | 18.85 | | | | | | 6/25/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| David P. Snow | | | | | 6/25/2018 | | | | | | — | | | | | | 200,000 | | | | | | — | | | | | | 18.85 | | | | | | 6/25/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Option Awards | Stock Awards | |||||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number cisable | Equity incentive plan securities underlying unexercised unearned options (#) | Option ($) | Option Expiration Date | Number (#) | Market ($) (1) | Equity (#) | Equity ($) (1) | ||||||||||||
Robert E. Ward | 12/26/2017 | — | 640,785(2) | 22,427(3) | 8.00 | 12/26/2027 | 640,785(2) | 5,126,280 | 22,427(3) | 179,416 | ||||||||||||
Gregory Weaver (*) | 12/20/2017(4) | — | 399,266 | — | 6.00 | 12/20/2027 | — | — | — | — | ||||||||||||
Pedro Huertas, MD, Ph.D. (*) | 7/16/2017 (5) | 900 | 13,495 | — | 0.96 | 7/16/2027 | — | — | — | — | ||||||||||||
| 1/24/2016 (6) | 14,558 | 10,399 | — | 1.00 | 1/24/2026 | — | — | — | — | |||||||||||||
| 5/1/2015 (4) | 75,227 | 45,136 | — | 1.00 | 5/1/2025 | — | — | — | — | |||||||||||||
Dr. Silvia Noiman, Ph.D., MBA (*) | 7/16/2017 (5) | 2,847 | 42,709 | — | 0.96 | 7/16/2027 | — | — | — | — | ||||||||||||
| 1/24/2016 (6) | 40,763 | 29,117 | — | 1.00 | 1/24/2026 | — | — | — | — | |||||||||||||
| 11/16/2014 (7) | 74,871 | — | — | 0.80 | 1/16/2024 | — | — | — | — | |||||||||||||
| 4/26/2014 (7) | 349,400 | — | — | 0.01 | 4/26/2024 | — | — | — | — | |||||||||||||
The following table showsnumber of shares subject to such award times $12.01, which is the equity awards held by our named executive officers who served prior toclosing price of the Transaction, as ofCompany’s common stock on December 31, 2017. The number2018, the last business day of securities underlying unexercised stock options and the stock option exercise prices included in the table reflect the conversion of the stock options that occurred in connection with the Transaction, as described above.
| Option Awards | Stock Awards | |||||||||||||||||||
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number cisable | Equity incentive plan awards: securities underlying unexercised unearned options (#) | Option ($) | Option Expiration Date | Number of (#) | Market value ($) (1) | Equity (#) | Equity incentive ($) (1) | ||||||||||
David Rector | 12/19/2017(7) | 27,500 | — | — | 6.00 | 12/19/2027 | — | — | — | — | ||||||||||
| 11/18/2014(7) | 1,847 | — | — | 16.60 | 11/18/2024 | — | — | — | — | |||||||||||
| 5/14/2014(7) | 1,053 | — | — | 55.40 | 5/14/2024 | — | — | — | — | |||||||||||
| 9/13/2013(7) | 185 | — | — | 108.00 | 9/13/2023 | — | — | — | — | |||||||||||
| 5/17/2013(7) | 122 | — | — | 86.00 | 5/17/2023 | — | — | — | — | |||||||||||
| 2/19/2013(7) | 48 | — | — | 264.00 | 2/19/2023 | — | — | — | — | |||||||||||
| 11/16/2012(7) | 176 | — | — | 330.00 | 11/16/2022 | — | — | — | — | |||||||||||
| 5/16/2012(7) | 5 | — | — | 410.00 | 5/16/2022 | — | — | — | — | |||||||||||
| 2/16/2012(7) | 7 | — | — | 480.00 | 2/16/2022 | — | — | — | — | |||||||||||
| 11/16/2011(7) | 41 | — | — | 400.00 | 11/16/2021 | — | — | — | — | |||||||||||
| 9/30/2011(7) | 115 | — | — | 460.00 | 9/30/2021 | — | — | — | — | |||||||||||
| 5/17/2011(7) | 13 | — | — | 540.00 | 5/17/2011 | — | — | — | — | |||||||||||
| 2/14/2011(7) | 9 | — | — | 580.00 | 5/14/2021 | — | — | — | — | |||||||||||
| 11/17/2010(7) | 96 | — | — | 520.00 | 11/17/2020 | — | — | — | — | |||||||||||
| 5/20/2010(7) | 5 | — | — | 1,220.00 | 5/20/2020 | — | — | — | — | |||||||||||
| 2/19/2010(7) | 25 | — | — | 580.00 | 5/19/2020 | — | — | — | — | |||||||||||
| 11/19/2009(7) | 43 | — | — | 780.00 | 11/19/2019 | — | — | — | — | |||||||||||
| 5/6/2009(7) | 5 | — | — | 1,180.00 | 5/6/2019 | — | — | — | — | |||||||||||
| 2/20/2009(7) | 6 | — | — | 940.00 | 2/20/2019 | — | — | — | — | |||||||||||
| 11/19/2008(7) | 38 | — | — | 1,200.00 | 11/18/2019 | — | — | — | — | |||||||||||
James Graziano | 11/18/2014(7) | 773 | — | — | 16.60 | 11/18/2024 | — | — | — | — | ||||||||||
Miguel de los Rios | 11/18/2014(7) | 1,275 | — | — | 53.00 | 11/18/2024 | — | — | — | — | ||||||||||
| 5/16/2014(7) | 5,654 | — | — | 53.00 | 5/16/2024 | — | — | — | — | |||||||||||
Vaughn Smider, M.D., Ph.D. | 11/18/2014(7) | 1,266 | — | — | 16.60 | 11/18/2024 | — | — | — | — | ||||||||||
Named Executive Officer | Fiscal Year 2018 Salary ($) | Fiscal Year 2018 Bonus Target ($) | ||||||
Robert E. Ward | $ | 450,000 | $ | 225,000 | ||||
Gregory Weaver | $ | 345,000 | $ | 138,000 | ||||
Dr. Pedro Huertas, MD, Ph.D. | $ | 346,500 | $ | 138,600 | ||||
terms of applicable offer letters or employment agreements. We have entered into agreements with each of our named executive officers setting forforth the terms of their service or employment with us. Below is a description of the material terms of each of the agreements.
Employment Agreement and Offer Letter with Gregory Weaver
On October 2, 2017, Eloxx Limited entered into an offer letter with
Gregory Weaver
Upon the termination of Mr. Weaver’s employment agreement by the Company without causeCause or a resignation by Mr. Weaver for good reason,Good Reason (each such term as defined in the employment agreement), Mr. Weaver will be entitled to (1) continued payments of his base salary for 12 months, (2) payments for COBRA coverage at applicable rates for 12 months, (3) any Annual Bonus (as defined in the employment agreement) earned but unpaid for the year immediately prior to the date his employment terminated,(4) a pro-rata portion of the Target Bonus (as defined in the employment agreement) based the number of days that Mr. Weaver was employed during such performance year or achievement of performance goals as determined by the Board in good faith, depending on whether performance goals were established as of the date of termination, (5) accelerated vesting of an additional 25% of the total shares subject to all of his stock options, restricted stock units and other equity awards, and (6) a post-termination stock option exercise period for the shorter of 9 months or for the remaining term of the award.
payments.
On April 16, 2017, Eloxx LimitedGregory Williams
On March 12, 2018, we entered into an employment agreement with Dr. Huertas, pursuant to which Dr. Huertas is entitled to receive a base salary at an annual rateexercise price of $346,500, payable bimonthly during$18.85 (the closing market price on the termdate of his employment. He is also eligiblegrant). The stock options were issued under the 2018 Plan and will vest and become exercisable with respect to earn an annual, performance-based bonus with a target bonus of up to 40% of his base salary, at the discretion1/3 of the Board. Under the employment agreement, the Company will grant to Dr. Huertas an option to purchase 104,725 shares of the Company’s common stock (the “Huertas Option Award”) and a restricted stock unit award (the “Huertas RSU Award”) representing 104,725 shares of the Company’s common stock under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), as soon as possible after such equity plan becomes effective. The Huertas Option Award and the Huertas RSU Award are each subject to vesting over four yearswith one-fourth of the grant vesting on the first anniversary of the granteffective date (the “Cliff Vesting Date”)of the Agreement and one-sixteenthwith respect to an additional 1/12 of the grant vestingshares on each successive quarterly anniversary of the Cliff Vesting Date. Thegrant date thereafter, subject to continued employment agreement is terminable at will by eitherwith the Company through each such date. In addition, the vesting of the stock options granted, and any future stock options, restricted stock units or Dr. Huertas.
other equity compensation awards will be accelerated and become fully vested and exercisable or payable, as the case may be, upon the occurrence of a Significant Event (as defined in the 2018 Plan). Mr. Williams will be entitled to participate in all employee benefit plans that the Company generally makes available to its senior executives (other than severance plans) from time to time.
in the employment agreement) earned but unpaid for the year immediately prior to the date his employment terminated,(4) a pro-rata portion of the Target Bonus (as defined in the employment agreement) based the number of days that Dr. HuertasMr. Williams was employed during such performance year or achievement of performance goals as determined by the Board in good faith, depending on whether performance goals were established as of the date of termination, and (5) pursuant to the 2018 Plan accelerated vesting of an additional 25% of the total shares subject to all of his stock options, restricted stock units and other equity awards, and (6) a port-terminationpost-termination stock option exercise period for the shorter of 9 months or for the remaining term of the award.
Consultingpayments.
Pursuant to her consultingDavid P. Snow
On March 13,the date of grant). The stock options were issued under the 2018 Dr. Noiman entered into a Memorandum of Understanding (the “Noiman Agreement”)Plan and will vest and become exercisable with us in connection with the terminationrespect to 1/3 of the consulting service relationship betweenshares on the Company and Dr. Noiman on January 15, 2018. Under the Noiman Agreement, Dr. Noiman is entitled to receive 900,000 NIS (approximately $257,000 USD) in cash within ten daysfirst anniversary of the effective date of the Noiman Agreement. The Company will also grant Dr. Noiman a fully-vested optionAgreement and with respect to purchase 141,389 sharesan additional 1/12 of the Company’s commonshares on each quarterly anniversary of the grant date thereafter, subject to continued employment with the Company through each such date. In addition, the vesting of the stock options granted, and 141,389any future stock options, restricted stock units or other equity compensation awards will be accelerated and become fully vested sharesand exercisable or payable, as the case may be, upon the occurrence of a Significant Event (as defined in the 2018 Plan). Mr. Snow will be entitled to participate in all employee benefit plans that the Company generally makes available to its senior executives (other than severance plans) from time to time.
Consulting Agreement with and Resignation of David Rector (former CEO of Sevion)
On January 9, 2015, Sevion entered into a consulting agreement with The David Stephen Group LLC, an entity wholly-owned and controlled by David Rector, who formerly served as Sevion’s Chief Executive Officer, setting forth Mr. Rector’s monthly compensation amountthe agreement) for the provisionperformance year in which his employment terminated, and (5) pursuant to the 2018 Plan, accelerated vesting of his services, as well as certain other standard provisions, such as confidentiality and invention assignment restrictive covenants. Pursuant to his consulting agreement, Mr. Rector was originally entitled to a monthly consulting fee of $10,000 per month, which was increased by our compensation committee effective in June 2015 to $15,000 per month, and reduced by our compensation committee effective in March 2016 to $5,000 per month.
Mr. Rector voluntarily resigned from his position at Sevion as partall of the Transaction, effective asunvested shares subject to stock options, restricted stock units and other equity awards, and a post-termination stock option exercise period for the shorter of December 19, 2017. In connection with his resignation he was granted 27,500 options (split adjusted) with a total value $132,165,12 months or for the remaining term of the award.
Mr. Snow is entitled under the terms of any applicable compensation arrangement or benefit, equity or other plan or program, including but not limited to any applicable insurance benefits, payable on the next regularly scheduled Company payroll date following the date of termination or earlier if required by applicable law only, and shall not be obligated to make any additional payments.
Prior to their resignations, both Dr. Noiman and Mr. Rector were engaged as consultants and did not receive any perquisites or participate in any benefit plans of the Company.
The value of these benefits is included above in the “All Other Compensation” column of the summary compensation table.
Prior
following components:
Equity Compensation
All of the stock options held byfor our named executive officers must be a mix of variable compensation (both short- and long-term) and fixed compensation (base salary) in order to reinforce our executives’ responsibility to balance short- and long-term performance while maintaining focus on delivering value for our stockholders. As such, our programs offer opportunity for higher compensation for successful performance and lower compensation in the absence of success.
Inducement Grants Made to Mr. Ward
Pursuant to his employment agreement, described above, on December 26, 2017, Mr. Ward received the following inducement awards pursuant to an inducement planall employees (including our named executive officers) in any given year is approved by our board of directors: 22,427 stock options and 22,427 restricted stock units awards, both of which will become earned and will vest upon the date that marks the first successful completion of aPhase-2B study with respect to any indication, subject to Mr. Ward’s continued service with us through such date; and 640,785 stock options and 640,785 restricted stock units awards, both of which will vestone-third on the first anniversary of the date of grant, andone-twelfth at the end of each quarter thereafter,the prior year by the Compensation Committee, subject to Mr. Ward’s continued service through the applicable vesting dates. Mr. Ward’s time-basedoverall maximum amount of shares of our stock available under the 2018 Equity Incentive Plan. Equity awards may also be accelerated upontake the achievementform of, certain Company performance milestones. Theamong others, stock options, granted to Mr. Ward have an exercise price equal to $8.00, which was the closing price of our commonrestricted stock on the date of grant.
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($) | | | Option Awards ($)(1)(2) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
| Tomer Kariv | | | | | 47,500(3) | | | | | | | | | | | | 930,800 | | | | | | | | | 978,300 | | |
| Ran Nussbaum | | | | | 57,500(3) | | | | | | | | | | | | 930,800 | | | | | | | | | 988,300 | | |
| Gadi Veinrib | | | | | 47,500 | | | | | | | | | | | | 930,800 | | | | | | | | | 978,300 | | |
| Zafrira Avnur, Ph.D. | | | | | 57,500(4) | | | | | | | | | | | | 930,800 | | | | | | | | | 988,300 | | |
| Martijn Kleijwegt | | | | | 62,500(5) | | | | | | | | | | | | 930,800 | | | | | | | | | 993,300 | | |
| Steven D. Rubin | | | | | 57,500 | | | | | | | | | | | | 930,800 | | | | | | | | | 988,300 | | |
| Sylvia Noiman, Ph.D. | | | | | 40,000 | | | | | | 3,290,122(6) | | | | | | 4,220,922(6) | | | | | | | | | 7,551,044 | | |
| Jasbir Seehra Ph.D. | | | | | 55,000 | | | | | | | | | | | | 930,800 | | | | | | | | | 985,800 | | |
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Tomer Kariv(1) | $ | — | — | — | — | — | — | $ | — | |||||||||||||||||||
Ran Nussbaum (1) | $ | — | — | — | — | — | — | $ | — | |||||||||||||||||||
Gadi Veinrib (1) | $ | — | — | — | — | — | — | $ | — | |||||||||||||||||||
Zafrira Avnur, Ph.D. (1) | $ | — | — | — | — | — | — | $ | — | |||||||||||||||||||
Martijn Kleijwegt (1) | $ | — | — | — | — | — | — | $ | — | |||||||||||||||||||
Steven D. Rubin (3) | $ | — | — | 236,326 | — | — | — | $ | 236,326 | |||||||||||||||||||
The following table sets forth information concerning2018. These amounts do not reflect the compensation awarded to, earnedactual economic value that may be realized by or paid ournon-employee directors who served as a director for partthe named executive officer upon the vesting of the fiscal year 2017, butrestricted stock unit or the sale of the common stock such restricted stock unit. The grant date fair value was not adjusted to take into account any estimated forfeitures. These awards had a grant date fair value of $23.27 per share.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Dr. Robert A. Heft, Ph.D. (1) (4) | $ | 60,000 | — | — | — | — | — | $ | 60,000 | |||||||||||||||||||
John Braca (5) | $ | — | — | 117,405 | — | — | — | $ | 117,405 | |||||||||||||||||||
Dr. Phillip Frost (5) | $ | — | — | 36,982 | — | — | — | $ | 36,982 | |||||||||||||||||||
Dr. Vaungh Smider (6) | $ | — | — | — | — | — | — | — | ||||||||||||||||||||
Priordirected to the Transaction, Messrs. RubinPontifax Funds as to which Mr. Kariv and BracaMr. Nussbaum may be deemed to share voting power and Dr. Frost were entitled to receive the following amounts of cash compensation, paidinvestment control in quarterly incrementstheir capacity as consideration for their service on the Board of Sevion during each fiscal year:
Annual (Base) Retainer | $ | 10,000 | ||
Per Scheduled Board Meeting Fee | $ | 1,500 | (1) | |
Per Committee Meeting Fee | $ | 750 | (2) | |
Additional Annual Retainer: | ||||
Chairman of the Board of Directors | $ | 5,000 | ||
Audit Committee Chair | $ | 3,500 | ||
Compensation Committee Chair | $ | 3,500 | ||
Nominating and Corporate Governance Committee Chair | $ | 1,500 | ||
Non-Chair Committee Member Additional Retainer (All Committees) | $ | 1,000 | ||
Maximum Per Diem for All Meetings | $ | 2,000 |
However, thenon-employee directors could elect to receive, in lieumanaging partners of the above cash retainergeneral partners of the Pontifax Funds.
| | | | Annual Fee ($) | | |||||||||
| Description | | | Chair | | | Member | | ||||||
| Board of Directors | | | | | | | | | | | 40,000 | | |
| Audit Committee | | | | | 15,000 | | | | | | 7,500 | | |
| Compensation Committee | | | | | 10,000 | | | | | | 7,500 | | |
| Nominating and Corporate Governance Committee | | | | | 10,000 | | | | | | 7,500 | | |
| Strategic Finance Committee | | | | | 10,000 | | | | | | 7,500 | | |
In 2017, each of Messrs. Rubin and Braca and Dr. Frost elected to receive stock options in lieu of cash. Accordingly, the directors received stock options to purchase shares of our common stock with the exercise price per share equal to the closing price of our common stock on the option grant date. The grant date value of such equity awards is reflected in the table above. Each stock option award had a maximum term of 10 years subject to earlier termination 3 months following cessation of board service and was fully vestedprice on the grant date. The awards were made pursuantequity will vest as to 50% of the Amended and Restated Senesco Technologies, Inc. 2008 Incentive Compensation Plan, orstock options on the 2008 Plan, which we adopted in December 2008 to forfirst anniversary of the grant date and the remainder in twelve (12) monthly installments thereafter (an aggregate of stock options, stock grants and stock purchase rights to certain designated employees and certain other persons performing services for the Company, as designated by the Board. We do not intend to make grants under the 2008 Plan following the effectiveness of the 2018 Plan.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders: | 2,552,449 | $ | 4.11 | 252,995 | (1) | |||||||
Equity compensation plans not approved by security holders | 1,143,261 | (2) | $ | 6.31 | — | |||||||
|
|
|
| |||||||||
Total | 3,965,710 | 252,995 | ||||||||||
|
|
|
| |||||||||
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | Weighted- average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | Number of Securities Remaining Available for Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | |||||||||
| Equity compensation plans approved by security holders | | | | | 2,634,038 | | | | | | 14.62 | | | | | | 3,519,438(1) | | |
| Equity compensation plans not approved by security holders | | | | | 1,529,070(2) | | | | | | | | | | | | — | | |
| Total | | | | | 4,163,108 | | | | | | | | | | | | 3,519,438 | | |
| | |||||||||||||||||||
Reverse Merger
On May 31, 2017, Sevion, Sevion Sub Ltd., an Israeli company (“Acquisition Sub”), which was a wholly-owned subsidiarythe amount involved exceeds the lesser of Sevion, and Private Eloxx entered into an Agreement (the “Transaction Agreement”), pursuant to which Acquisition Sub merged with and into Private Eloxx, with Private Eloxx becoming the surviving corporation and a wholly-owned subsidiary of Sevion (the “Transaction”).
On December 19, 2017, the Transaction was consummated. Upon consummation$120,000 or one percent of the Transaction (the “Closing”), Sevion adoptedaverage of our assets for the business planlast two completed fiscal years, and in which any of Private Eloxxour directors, executive officers or holders of more than 5% of our common stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements which are described under “Executive Compensation” and discontinued the pursuit“Director Compensation.”
owned subsidiary of Sevion. While Sevion was the legal acquirerrelated person’s interest in the transaction, Private Eloxx was deemedtransaction. Related person transactions must be approved or ratified by the accounting acquirer. Immediately after giving effect toAudit Committee based on full information about the Transaction, on December 19, 2017, Sevion changed its name to Eloxx Pharmaceuticals, Inc.
The Transaction Agreement required that between the signing of the Transaction Agreementproposed transaction and the closing of the Transaction, both Sevion and Private Eloxx engage in various fundraising transactions with investors, including entities affiliated with their respective Board of Directors, in amounts that exceeded in the aggregate $30 million as previously disclosed.
related person’s interest.
Prior to the completion of the Transaction, we
Policy
Pursuant its charter, our Audit Committee is responsible for reviewing on an ongoing basis and approving all “related party transactions” in accordance with the policy described herein. Under the Company policy, our Audit Committee is responsible for reviewing and approving related person transactions. In the course of its review and approval of related person transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third partyRule 14a-8 promulgated under the sameExchange Act.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers)allow us to satisfy the delivery requirements for Annual Meetingdeliver a single copy of proxy materials with respect to any household at which two or more stockholders sharingreside, if we believe the stockholders are members of the same family.
This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single set of Annual Meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would preferwishes to receive a separate set of Annual Meeting materials, please notify your brokerhis or her own copy. Requests should be directed to our Corporate Secretary by phone at (781) 577-5300 or by mail to Eloxx Pharmaceuticals, Inc. Direct your written request to Eloxx Pharmaceuticals, Inc., Attn: Corporate Secretary,at 950 Winter Street, Waltham, Massachusetts 02451. Stockholders whoAny stockholders residing at the same address and currently receive multiplereceiving separate copies of the Annual Meetingproxy materials who wish to receive only one copy of the proxy materials for the household may request that only a single copy be sent to the household. Requests should be directed to our Corporate Secretary by phone at their addresses and would like(781) 577-5300 or by mail to request “householding” of their communications should contact their brokers.
Eloxx Pharmaceuticals, Inc. at 950 Winter Street, Waltham, Massachusetts 02451.
The
Gregory Weaver
Corporate Secretary
A copy5, 2019
![[MISSING IMAGE: tv517860_proxycard-p1.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/tv517860_proxycard-p1.jpg)
![[MISSING IMAGE: tv517860_proxycard-p2.jpg]](https://files.docoh.com/DEF 14A/0001144204-19-018439/tv517860_proxycard-p2.jpg)
ANNUAL MEETING OFat www.proxyvote.com.E63682-P20204 ELOXX PHARMACEUTICALS, INC.
|
| |
|
| |
|
Please make your marks like this: ☒ Use dark black pencil or pen only
The Board of Directors Recommends a VoteFOReach of the director nominees listed in proposal 1 andFOR proposal 2.
|
| |||||||||
|
| |||||||||
| ||||||||
 Please separate carefully at the perforation and return just this portion in the envelope provided. |
AnnualINC.Annual Meeting of Eloxx Pharmaceuticals, Inc.
to be held on Wednesday, May 16, 2018
for Holders as of March 19, 2018
ThisStockholdersMay 29, 2019 1:00 PMThis proxy is being solicited on behalf ofby the Board of Directors
 |  | |||||||||
| ||||||||||
| ||||||||||
|
| |||||||||
|
|
|
|
| ||||||
|
|
| ||||||||
| ||||||||
| ||||||||
| ||||||||
TheDirectorsThe undersigned hereby appoints Robert E. Ward and Gregory Weaver, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of common stock of Eloxx Pharmaceuticals, Inc. which the undersigned is entitled to vote at said meeting and any adjournmentadjournments thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournmentadjournments thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE PROPOSAL IN ITEM 2. THE PROXIES WILL VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT THEREOF.
All votes mustgiven.This proxy, when properly executed, will be received by 5:00 P.M., Tel Aviv Time, May 15, 2018.
| ||||||||||||||
| ||||||||||||||||||