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2022
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 15, 2021 at 8:00 a.m., Pacific Time via live webcast at www.virtualshareholdermeeting.com/BLCM2021.
The proxy statement and annual report to stockholders
are available at www.proxyvote.com.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 15, 2022 at 1:00 p.m., Pacific Time via live webcast at www.virtualshareholdermeeting.com/BLCM2022. The proxy statement and annual report to stockholders are available at www.proxyvote.com. |
By Order of the Board of Directors, | ||||||||
/s/ Richard A. Fair | ||||||||
Richard A. Fair, President and Chief | ||||||||
Executive Officer |
April 29, 2021
You are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the Annual Meeting, you may vote via the internet, by telephone or, if you receive a paper proxy card, by mailing your completed and signed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card.
Even if you have voted by proxy, you may still vote online during the Annual Meeting. To vote during the Annual Meeting, you will need the 2022
You are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the Annual Meeting, you may vote via the internet, by telephone or, if you receive a paper proxy card, by mailing your completed and signed proxy card. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card. Even if you have voted by proxy, you may still vote online during the Annual Meeting. To vote during the Annual Meeting, you will need the control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. |
3730 Kirby Drive, Ste. 1200
Houston, TX 77098
PROXY STATEMENT
FOR THE 20212022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 15, 2021
2022
16, 2022.
Any stockholderYou may listen toattend and vote at the Annual Meeting via live webcast atby logging in to www.virtualshareholdermeeting.com/BLCM2021. The webcast will begin at 8:00 a.m. Pacific Time.
BLCM2022 and following the instructions provided. Stockholders may vote and submit questions during the Annual Meeting via live webcast.
Stockholders may also submit questions no earlier than 15 minutes prior to the beginning of the webcast for the Annual Meeting by logging in to www.virtualshareholdermeeting.com/BLCM2021BLCM2022 and entering the16-digit control number included on the Notice or proxy card.
To enter the meeting, please have your 16-digit control number, which is available on your Notice or proxy card. If you do not have your16-digit control number, you will be able to listen to the meeting only and you will not be able to vote or submit questions during the meeting.
Instructions on how to connect to and participate in During the Annual Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/BLCM2021.
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We recommend that you log in a few minutesaccess the meeting before 8:00 a.m.the start time. Please allow ample time for online check-in, which will begin at 12:45 p.m. Pacific Time to ensure you are logged in when the Annual Meeting starts. The information on our website is not incorporated by reference into this proxy statement.
time.
What do I need in order to be able to participate in the Annual Meeting online?
To vote your shares or submit questions during the Annual Meeting, you will need the
However, since you are not the stockholder of record, you may not be able to vote your shares online during the Annual Meeting unless you request and obtain a valid proxy issued in your name from your broker, bank, dealer or other agent. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting.
Proposal 1: Election of the twoone Class I directorsII director named herein to hold office until the 20242025 Annual Meeting of Stockholders.
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Proposal 2: Approval of an amendment to the Company’s 2019 Equity Incentive Plan (the “Amended 2019 Plan”) to, among other things, increase the number of shares of common stock authorized for issuance under the 2019 Equity Incentive Plan by 500,0002,250,000 shares.
Proposal 3: Ratification of the selection of Ernst & Young LLP by the Audit Committee of the Board as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021.
Proposal 4: Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.
You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.
VOTE DURING MEETING: To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/BLCM2021,BLCM2022, starting at 8:1:00 a.m.p.m. Pacific Time on Tuesday,Wednesday, June 15, 2021.
VOTE BY PHONE: To vote over the telephone, dial toll-free 1-800-690-6903, using any touch-tone telephone and follow the recorded instructions. You will be asked to provide the control number from the Notice.Notice or proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Time on June 14, 20212022 to be counted.
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VOTE BY INTERNET: To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number from the Notice or proxy card. Your internet vote must be received by 11:59 p.m. Eastern Time on June 14, 2022, to be counted.
Alternatively, you may vote by3
telephone or over the internet as instructed by your broker or bank. To vote during the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent, or contact that organization to request a proxy form. Follow the instructions from your broker or bank 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.
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. |
2022.
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employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners. We have engaged The Proxy Advisory Group,Alliance Advisors, LLC to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $15,000$25,000 in total.
You may grant a subsequent proxy by telephone or through the internet until 11:59 p.m. Eastern Time on June 14, 2021.
You may send a timely written notice that you are revoking your proxy to Bellicum Pharmaceuticals, Inc., Attn: Corporate Secretary, 3730 Kirby Drive, Suite 1200, Houston, Texas 77098.
You may attend the Annual Meeting virtually and vote online during the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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How are votes counted?
For Proposal 1, the election of twoone Class I directors,II director, the two nomineesnominee receiving the most “For” votes from the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the matter will be elected. Only votes “For” or “Withheld” will affect the outcome. Abstentions and broker non-votes will have no effect.
To be approved, Proposal 2, the approval of the Amended 2019 Plan, must receive “For” votes from the holders of a majority of shares present by virtual attendance or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
To be approved, Proposal 3, the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2021,2022, must receive “For” votes from the holders of a majority of shares present by virtual attendance or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. We do not expect broker non-votes for this matter.
To be approved, Proposal 4, the advisory approval of the compensation of the Company’s named executive officers, must receive “For” votes from the holders of a majority of shares present by virtual attendance or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
ELECTION OF DIRECTORS
DIRECTOR
The Board presently has seven members. There are two Class I directors whose term of office expires in 2021: Jon P. Stonehouse and Stephen R. Davis. Messrs. Stonehouse and Davis have been nominated for election at the Annual Meeting. Each of the nominees is currently a director of the Company. If elected at the Annual Meeting, each of these nominees would serve until the 2024 annual meeting or until his successor has been duly elected and qualified, or, if sooner, his death, resignation or removal. Proxies may not be voted for a greater number of persons than the number of nomineesnominee named in this Proxy Statement. It is
stockholders or until her successor has been duly elected and qualified, or, if sooner, her death, resignation or removal.
NOMINEES
Nominees
Jon P. Stonehouse, 60, has served as a member of our Board since December 2014. Since January 2007, Mr. Stonehouse has served as the Chief Executive Officer and a member of the Board of BioCryst Pharmaceuticals, Inc., a public biopharmaceutical company. Since July 2007, he has also served as President of BioCryst. From March 2002 to December 2006, Mr. Stonehouse served in various positions at Merck KGaA, a pharmaceutical company, including as Senior Vice President of Corporate Development from July 2002 to December 2006, and Vice President of Global Licensing and Business Development and Integration from March 2002 to December 2006. Since November 2008, Mr. Stonehouse has also served as a member of the Advisory
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Board of Precision Biosciences, Inc., a private biotechnology company. Mr. Stonehouse received his B.S. in Chemistry from the University of Minnesota. Our Board believes that Mr. Stonehouse’s management background, experience as a director at a public pharmaceutical company and extensive history as an advisory board member in the pharmaceutical industry qualify him to serve on our Board.
Stephen R. Davis, 60, has served as a member of our Board since July 2015. Mr. Davis has served as President and Chief Executive Officer of ACADIA Pharmaceuticals, Inc., a public biotechnology company, since March 2015 and as a member of its board of directors since September 2015. Prior to that, Mr. Davis served as ACADIA’s Executive Vice President, Chief Financial Officer and Chief Business Officer from July 2014 through March 2015. From June 2012 to June 2015, Mr. Davis served as a member of the board of directors of Heron Therapeutics, Inc., a public biotechnology company, where he also served as Executive Vice President and Chief Operating Officer from May 2013 to July 2014. Mr. Davis rejoined the board of directors of Heron Therapeutics in September 2019. From April 2010 to December 2012, Mr. Davis served as Executive Vice President and Chief Operating Officer of Ardea Biosciences, Inc., a public biotechnology company which was acquired by AstraZeneca PLC in June 2012. Earlier in his career, Mr. Davis practiced as a certified public accountant with a major accounting firm and as a corporate and securities attorney with a Wall Street law firm. Mr. Davis received his B.S. degree in accounting from Southern Nazarene University and his J.D. degree from Vanderbilt University. Our Board believes that Mr. Davis’ experience as an executive at various public biotechnology companies, his background in law, finance and accounting and his experience as a director at public biotechnology companies qualify him to serve on our Board.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH NAMED NOMINEE.
Directors Continuing in Office until the 2022 Annual Meeting
James F. Brown, 56, has served as a member of our Board since November 2011 and as Chairman of our Board since December 2014. Mr. Brown has served as Chief Executive Officer of Apollo Health (f/k/a AHNP Precision Health), a private company focused on the prevention and reversal of cognitive decline, since January 2019. From July 2009 to May 2017, he served as Managing Director of AVG Ventures, a private investment firm. From 2003 to 2009, Mr. Brown was an independent investor and served on a number of private company boards of directors. From 1999 to 2002, he served as Executive Vice President and General Manager of OpenTV, Inc., a technology and media company, where he co-founded and managed the company’s applications business unit, prior to its sale to Liberty Media in 2002. Earlier in his career, Mr. Brown was a partner in the law firms of McDermott, Will & Emery and Pillsbury Madison & Sutro. Mr. Brown is currently a director of Landmark Infrastructure Partners, LP, a public real estate management company. He also served as a director of Perk.com, Inc., a public company traded on the Toronto Stock Exchange, from July 2015 to January 2017. He received his B.S. in accounting from Weber State University and his J.D. from Brigham Young University School of Law. Our Board believes that Mr. Brown’s business experience and his success as an investor and entrepreneur qualify him to serve on our Board.
Judith Klimovsky, M.D., 64, 65, has served as a member of our Board since December 2018. Since February 2017, Dr. Klimovsky has served as the Executive Vice President & Chief Development Officer of Genmab A/S, a public international biotechnology company developing antibody therapeutics for cancer, where she leads the company’s product development efforts. Dr. Klimovsky previously held a number of senior positions at Novartis AG, a public international pharmaceutical company, including Senior Vice President, Head of Clinical Development from May 2015 to February 2017, Vice President, Global Program Head from April 2013 to April 2015, and Executive Medical Director from May 2009 to April 2013. Prior to joining Novartis, Dr. Klimovsky held successively senior positions at Bristol-Myers Squibb and Merck, where she led and contributed to the clinical development of key cancer drugs. Previously, Dr. Klimovsky served in various hematology clinical practice positions in Buenos Aires, Argentina. Dr. Klimovsky earned her M.D. from the Buenos Aires University
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School of Medicine. Our Board believes that Dr. Klimovsky brings extensive leadership experience in drug development, particularly in the areas of oncology and hematology that qualify her to serve on our Board.
Board Diversity Matrix (As of April 29, 2021) | ||||||||||||||
Total Number of Directors | 7 | |||||||||||||
Female | Male | Non- Binary | Did Not Disclose Gender | |||||||||||
Part I: Gender Identity | ||||||||||||||
Directors | 1 | 5 | 1 | |||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | ||||||||||||||
Alaskan Native or Native American | ||||||||||||||
Asian | ||||||||||||||
Hispanic or Latinx | 1 | |||||||||||||
Native Hawaiian or Pacific Islander | ||||||||||||||
White | 5 | |||||||||||||
Two or More Races or Ethnicities | ||||||||||||||
LGBTQ+ | ||||||||||||||
Did Not Disclose Demographic Background | 1 |
Our Board currently is chaired by
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In fiscal year 2020, at each meeting of the Board, the Company’s independent directors met in an executive session at which only independent directors were present.
Name | Audit | Compensation | Nominating and Governance | Finance | Science | |||||||||||||||
Richard A. Fair | ||||||||||||||||||||
James F. Brown | X | X | X | X | ||||||||||||||||
James M. Daly | X | |||||||||||||||||||
Stephen R. Davis | X | * | X | |||||||||||||||||
Reid M. Huber, Ph.D. | X | X | * | X | * | |||||||||||||||
Jon P. Stonehouse | X | X | * | X | * | |||||||||||||||
Judith Klimovsky, M.D. | X | |||||||||||||||||||
Total meetings in fiscal year 2020 | 5 | 4 | 2 | 3 | 5 |
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Name | Audit | Compensation | Nominating and Governance | Finance | Science | |||||||||||||||||||||||||||||||||||||||||||||
Richard A. Fair | ||||||||||||||||||||||||||||||||||||||||||||||||||
James F. Brown | X | X | X | |||||||||||||||||||||||||||||||||||||||||||||||
James M. Daly | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Stephen R. Davis | X | * | X | |||||||||||||||||||||||||||||||||||||||||||||||
Reid M. Huber, Ph.D. | X | X | * | X | * | |||||||||||||||||||||||||||||||||||||||||||||
Jon P. Stonehouse | X | X | * | X | * | |||||||||||||||||||||||||||||||||||||||||||||
Judith Klimovsky, M.D. | X | X | ||||||||||||||||||||||||||||||||||||||||||||||||
Total meetings in fiscal year 2021 | 4 | 4 | 2 | – | 2 |
2021.
evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;
reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;
monitoring the rotation of partners of our independent auditors on our engagement team as required by law;
prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor;
reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and discussing the statements and reports with our independent auditors and management;11
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reviewing, with our independent auditors and management, significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;
reviewing with management and our independent auditors any earnings announcements and other public announcements regarding material developments;
establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters;
preparing the report that the SEC requires in our annual proxy statement;
reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented;
reviewing, on a periodic basis, our investment policy; and
reviewing and evaluating, on an annual basis, the performance of the Audit Committee and the Audit Committee charter.
2021.
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James F. Brown
2021.
reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full Board regarding) our overall compensation strategy and policies;
making recommendations to the full Board regarding the compensation and other terms of employment of our executive officers;
reviewing and approving (or if it deems it appropriate, making recommendations to the full Board regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;
evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us;
reviewing and making recommendations to the full Board regarding the type and amount of compensation to be paid or awarded to our non-employee board members;
establishing policies with respect to votes by our stockholders to approve executive compensation to the extent required by Section 14A of the Exchange Act and, if applicable, determining our recommendations regarding the frequency of advisory votes on executive compensation;
reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act;
administering our equity incentive plans;
establishing policies with respect to equity compensation arrangements;
reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us;
reviewing and approving (or if it deems it appropriate, making recommendations to the full Board regarding) the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;
reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;
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preparing the report that the SEC requires in our annual proxy statement; and
reviewing and evaluating, on an annual basis, the performance of the Compensation Committee and the Compensation Committee charter.
an assessment ofinput to the Company’sCompensation Committee on executive and director compensation programs in comparison to executive and director compensation programs at selectedbased on information regarding comparable publicly-traded peer companies. As part of its engagement, Radford was requested by the BoardCompensation Committee to develop a comparative group of companiesrecommendations for annual compensation increases, executive and to perform analyses of competitive performancedirector equity grants, and total compensation levels for that group.newly appointed/promoted executives. Radford ultimately developed recommendations that were presented to the Board for its consideration.and establishes new performance objectives at one or more meetings held during the last quarter or first quarter of each year.year, and currently establishes new corporate performance objectives on a quarterly basis in advance of the applicable quarter. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, including, for example, the efficacy of the Company’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at periodic meetings throughout the year on an as-needed basis. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels for the current year and the establishment of, and evaluation of results delivered against, corporate performance objectives for the current year.on a quarterly basis. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and14
director stock ownership information, company stock performance data and analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.
2021.
identifying, reviewing and evaluating candidates to serve on our Board;
determining the minimum qualifications for service on our Board;
evaluating director performance on the board and applicable committees of the board and determining whether continued service on our board is appropriate;
evaluating, nominating and recommending individuals for membership on our Board;
evaluating nominations by stockholders of candidates for election to our Board;
considering and assessing the independence of members of our Board;
developing a set of corporate governance policies and principles and recommending to our Board any changes to such policies and principles;
reviewing and evaluating on an annual basis the performance of the Nominating and Governance Committee and the Nominating and Governance Committee charter.
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In the case of incumbent directors whose terms of office are set to expire, the Nominating and Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee by majority vote which we expect will typically be recommended to the full Board.
Board, on an as-needed basis but held no formal meetings.
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CODE OF ETHICS
In February 2021, our
2021.
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should be consistent with our conflict-of-interest policies. Non-employee directors should generally serve on no more than five other public company boards and on no more than three other public company audit committees, unless otherwise approved by our Board. In addition, non-employee directors who are serving as executive officers of other public companies should generally serve on no more than two other public company boards, unless otherwise approved by our Board.
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APPROVAL OF THE 2019 EQUITY INCENTIVE PLAN AMENDMENT
an increase to the number of shares of common stock authorized for issuance under the 2019 Plan by 500,0002,250,000 shares; and
an increase to the number of shares of common stock authorized for issuance under the 2019 Plan pursuant to the exercise of incentive stock options (ISOs) by 1,000,0004,500,000 shares.
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If this Proposal 2 is approved by our stockholders, the Amended 2019 Plan will become effective as of the date of the 2021 Annual Stockholders’ Meeting. In the event that our stockholders do not approve this Proposal 2, the Amended 2019 Plan will not become effective, and the 2019 Plan will continue to be effective in accordance with its terms.
We Manage Our Equity Award Use Carefully
As of March 31, 2021 | ||||
Total number of shares of common stock subject to outstanding stock options | 1,400,470 | |||
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Weighted-average exercise price of outstanding stock options | $ | 23.10 | ||
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Weighted-average remaining term of outstanding stock options | 8.22 years | |||
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Total number of shares of common stock subject to outstanding full value awards | 262,010 | |||
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Total number of shares of common stock available for grant under the 2019 Plan(1)(2) | 312,791 | |||
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(1) This number includes 316,820 shares that remained available for grant under the inducement award pool under the 2019 Plan as of March 31, 2022. (2) As of March 31, 2022, there were no shares of common stock available for grant under any of our other equity incentive plans.
(1) This number includes |
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As of April 19, 2021 (Record Date) | ||||
Total number of shares of common stock outstanding | 8,318,273 | |||
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Per-share closing price of common stock as reported on Nasdaq Capital Market | $ | 3.18 | ||
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The Size of Our Share Reserve Increase Request Is Reasonable
As of the record date, the 500,000 new shares we are asking for under the Amended 2019 Plan represents approximately 6.01% of our common stock outstanding and approximately 2.48% of our common stock, calculated on a fully-diluted basis and including for the purposes of such calculation: (i) the vesting and exercise, in full, of all outstanding stock awards; (ii) the exercise, in full, of all outstanding warrants to purchase common stock (disregarding any exercise limitations contained therein); and (iii)outstanding; (ii) the conversion, in full, of all outstanding shares of preferred stock into shares of common stock (disregarding any conversion limitations contained therein); and (iii) the exercise, in full, of all outstanding pre-funded warrants to purchase common stock (disregarding any conversion limitations contained therein).
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No “evergreen” provision for additional shares. The Amended 2019 Plan does not contain an annual “evergreen” provision. Therefore, the share reserve will not increase automatically on an annual basis.
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employment with us, in compliance with Nasdaq Listing Rule 5635(c)(4). The shares available for inducement awards have not been approved by our stockholders.
As of April 22, 2022, 316,820 shares were available for future inducement awards pursuant to this inducement award pool.
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Eligibility
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Dividends and Dividend Equivalents
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Stock options granted under the Amended 2019 Plan may vest and become exercisable in cumulative increments, as determined by the Plan Administrator at the rate specified in the stock option agreement (subject to the limitations described in “Minimum Vesting Requirements” above). Shares covered by different stock options granted under the Amended 2019 Plan may be subject to different vesting schedules as the Plan Administrator may determine.
the term of the ISO must not exceed five years from the date of grant.
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by the Plan Administrator (subject to the limitations described in “Minimum Vesting Requirements” above). Rights to acquire shares of our common stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement; provided, however, that no restricted stock award may be transferred to any financial institution without prior stockholder approval. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us.
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bookings; (xli) employee retention; (xlii) initiation of studies by specific dates; (xliii) budget management; (xliv) submission to, or approval by, a regulatory body (including, but not limited to the U.S. Food and Drug Administration) of an applicable filing or a product; (xlv) regulatory milestones; (xlvi) progress of internal research or development programs; (xlvii) acquisition of new customers; (xlviii) customer retention and/or repeat order rate; (xlix) improvements in sample and test processing times; (l) progress of partnered programs; (li) partner satisfaction; (lii) timely completion of clinical trials; (liii) submission of 510(k)s or pre-market approvals and other regulatory achievements; (liv) milestones related to samples received and/or tests or panels run; (lv) expansion of sales in additional geographies or markets; (lvi) research progress, including the development of programs; (lvii) strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); and (lviii) and any other measures of performance selected by the Plan Administrator.
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our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Plan Administrator may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause.
arrange for the surviving or acquiring corporation (or its parent company) to assume or continue the stock award or to substitute a similar stock award for the stock award (including an award to acquire the same consideration paid to our stockholders pursuant to the transaction);
arrange for the assignment of any reacquisition or repurchase rights held by us in respect of our common stock issued pursuant to the stock award to the surviving or acquiring corporation (or its parent company);
accelerate the vesting (and, if applicable, the exercisability) of the stock award to a date prior to the effective time of the transaction as determined by the Plan Administrator (or, if the Plan Administrator does not determine such a date, to the date that is five days prior to the effective date of the transaction), with the stock award terminating if not exercised (if applicable) at or prior to the effective time of the transaction; provided, however, that the Plan Administrator may require participants to complete and deliver to us a notice of exercise before the effective date of a transaction, which is contingent upon the effectiveness of the transaction;
arrange for the lapse of any reacquisition or repurchase rights held by us with respect to the stock award;
cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised prior to the effective time of the transaction, in exchange for such cash consideration, if any, as the Plan Administrator may consider appropriate; and
cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised prior to the effective time of the transaction, in exchange for a payment, in such form as may be determined by the Plan Administrator equal to the excess, if any, of (i) the value of the property the participant would have received upon the exercise of the stock award immediately prior to the effective time of the transaction, over (ii) any exercise price payable in connection with such exercise, provided that payments may be delayed to the same extent that payment of consideration to the holders of our common stock is delayed as a result of escrows, earn outs, holdbacks or any other contingencies.
29
Outstanding awards under the Amended 2019 Plan may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in the participant’s award agreement, in any other written agreement with us or one of our affiliates, but in the absence of such provision, no such acceleration will occur.
30
depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of our tax reporting obligations.
31
Restricted Stock Awards
32
Section 162(m) Limitations
2022.
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Name and Position | Number of Shares | |||||||||||||
Richard A. Fair | ||||||||||||||
President and Chief Executive Officer | 676,699 | |||||||||||||
Charity D. Scripture, MS, PharmD | ||||||||||||||
Chief Development Officer | 288,886 | |||||||||||||
All current executive officers as a group | 965,585 | |||||||||||||
All current directors who are not executive officers as a group | 209,626 | |||||||||||||
Each nominee for election as a director | ||||||||||||||
Judith Klimovsky, M.D. | 30,102 | |||||||||||||
Each associate of any directors, executive officers or nominees | — | |||||||||||||
Each other person who received or is to receive 5% of awards | — | |||||||||||||
All employees, including all current officers who are not executive officers, as a group | 1,600,633 | (1) |
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New Plan Benefits under Amended 2019 Plan
Name and Position | Dollar Value | Number of Shares | ||
Richard A. Fair(1) | (1) | (1) | ||
President and Chief Executive Officer | ||||
Atabak Mokari | (1) | (1) | ||
Former Chief Financial Officer | ||||
Shane M. Ward | (1) | (1) | ||
Former Chief Legal and Strategy Officer | ||||
All current executive officers as a group | (1) | (1) | ||
All current directors who are not executive officers as a group(2) | (2) | 39,000 per calendar year | ||
All employees, including all current officers who are not executive officers, as a group | (1) | (1) |
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Name and Position | Dollar Value | Number of Shares | ||||||||||||
Richard A. Fair(1) | (1) | (1) | ||||||||||||
President and Chief Executive Officer | ||||||||||||||
Charity D. Scripture, MS, PharmD | (1) | (1) | ||||||||||||
Chief Development Officer | ||||||||||||||
All current executive officers as a group | (1) | (1) | ||||||||||||
All current directors who are not executive officers as a group(2) | (2) | 75,000 per calendar year | ||||||||||||
All employees, including all current officers who are not executive officers, as a group | (1) | (1) | ||||||||||||
A VOTE “FOR” PROPOSAL 2.
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RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fiscal Year Ended | Fiscal Year Ended | |||||||
December 31, 2020 | December 31, 2019 | |||||||
Audit Fees(1) | $ | 476,067 | $ | 721,500 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees | — | — | ||||||
All Other Fees(2) | 3,821 | 1,992 | ||||||
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Total Fees | $ | 479,888 | $ | 723,492 | ||||
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2020:
Fiscal Year Ended | Fiscal Year Ended | |||||||||||||||||||||||||
December 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
Audit Fees(1) | $ | 332,312 | $ | 467,067 | ||||||||||||||||||||||
Audit-Related Fees | — | — | ||||||||||||||||||||||||
Tax Fees | — | — | ||||||||||||||||||||||||
All Other Fees(2) | — | 3,821 | ||||||||||||||||||||||||
Total Fees | $ | 332,312 | $ | 470,888 | ||||||||||||||||||||||
35
policy generally pre-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 auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit
A VOTE “FOR” PROPOSAL 3.
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ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
(“SAY-ON-PAY”)
A VOTE “FOR” PROPOSAL 4.
37
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Beneficial Ownership | ||||||||
Beneficial Owner | Number of Shares (#) | Percent of Total (%) | ||||||
Greater than 5% stockholders | ||||||||
Ikarian Capital, LLC(1) | 500,000 | 6.01 | % | |||||
Armistice Capital, LLC(2) | 440,744 | 5.29 | % | |||||
Named Executive Officers and Directors | ||||||||
Richard A. Fair(3) | 174,798 | 2.10 | % | |||||
Atabak Mokari(4) | 32,612 | * | ||||||
Shane M. Ward(5) | 30,745 | * | ||||||
James F. Brown, Chairman and Director(6) | 8,852 | * | ||||||
James M. Daly, Director(7) | 7,583 | * | ||||||
Stephen Davis, Director(8) | 8,416 | * | ||||||
Reid M. Huber, Ph.D., Director(9) | 8,852 | * | ||||||
Judith Klimovsky, Director(10) | 7,781 | * | ||||||
Jon P. Stonehouse, Director(11) | 9,852 | * | ||||||
All executive officers and directors as a group (7 persons)(12) | 226,134 | 2.72 | % |
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Beneficial Ownership | |||||||||||||||||||||||
Beneficial Owner | Number of Shares (#) | Percent of Total (%) | |||||||||||||||||||||
Greater than 5% stockholders | |||||||||||||||||||||||
Armistice Capital, LLC(2) 510 Madison Avenue, 7th Floor New York, New York 10022 | 932,052 | 10.8 | % | ||||||||||||||||||||
Ikarian Capital, LLC(1) 100 Crescent Court, Suite 1620 Dallas, Texas 75201 | 496,756 | 5.8 | % | ||||||||||||||||||||
The Vanguard Group(3) 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 430,078 | 5.0 | % | ||||||||||||||||||||
Named Executive Officers and Directors | |||||||||||||||||||||||
Richard A. Fair(4) | 431,300 | 4.8 | % | ||||||||||||||||||||
Charity D. Scripture, MS, PharmD(5) | 72,475 | * | |||||||||||||||||||||
James F. Brown, Chairman and Director(6) | 43,736 | * | |||||||||||||||||||||
James M. Daly, Director(7) | 28,460 | * | |||||||||||||||||||||
Stephen Davis, Director(8) | 33,631 | * | |||||||||||||||||||||
Reid M. Huber, Ph.D., Director(9) | 34,846 | * | |||||||||||||||||||||
Judith Klimovsky, Director(10) | 29,852 | * | |||||||||||||||||||||
Jon P. Stonehouse, Director(11) | 37,406 | * | |||||||||||||||||||||
All executive officers and directors as a group (8 persons) | 711,706 | 7.8 | % |
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Richard A. Fair, our President and Chief Executive Officer,
andAtabak Mokari, Charity D. Scripture, MS, PharmD, our former Chief Financial Officer, and
Shane M. Ward, our former Chief Legal and Strategy Officer and Corporate Secretary.
We had no other executive officers as of December 31, 2020.
2021.
Name and Principal Position | Year | Salary($)(1) | Stock Awards($)(2) | Option Awards($)(3) | Non-Equity Incentive Plan Compensation($)(4) | All Other Compensation($)(5) | Total ($) | |||||||||||||||||||||
Richard A. Fair, | 2020 | 625,910 | — | 1,786,412 | 249,190 | 21,433 | 2,682,945 | |||||||||||||||||||||
President and Chief Executive Officer | 2019 | 566,204 | — | 1,021,004 | 127,990 | 17,690 | 1,732,888 | |||||||||||||||||||||
Atabak Mokari(6), | 2020 | 408,373 | 163,764 | 542,889 | — | 536,708 | 1,651,734 | |||||||||||||||||||||
Former Chief Financial Officer | 2019 | 375,000 | — | 669,168 | 61,500 | 2,233 | 1,107,901 | |||||||||||||||||||||
Shane M. Ward(7), | 2020 | 407,752 | 164,114 | 412,193 | — | 552,275 | 1,536,334 | |||||||||||||||||||||
Former Chief Legal and Strategy Officer and Corporate Secretary | 2019 | 374,062 | — | 153,151 | 61,705 | 17,941 | 606,859 |
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41
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Year Salary($)
Awards($)(1)
Incentive Plan
Compensation($)(2)
Compensation($)(3)Richard A. Fair, 2021 600,686 551,891 293,924 20,673 1,467,174 2020 625,910 1,786,412 249,190 21,433 2,682,945 2021 1 157,633 287,764 67,575 1,020 513,992
NAME | 2020 BASE | |||
Richard A. Fair | $ | 584,582 | ||
Atabak Mokari | $ | 390,000 | ||
Shane M. Ward | $ | 389,250 |
Annual
NAME | 2021 BASE | |||||||||||||
Richard A. Fair | $ | 602,147 | ||||||||||||
Charity D. Scripture, MS, PharmD | $ | 400,000 |
The Compensation Committee generally will consider each named executive officer’s individual contributions towards reaching ourapplicable annual corporate goals but does not typically establish specific individual goals for our named executive officers. There is no minimumtarget bonus percentage or amount established for each employee (as a percentage of base salary). For 2021, the named executive officers and, as a result, the bonus amounts vary from year to year based on corporate and individual performance. For 2020, theannual target bonus percentage of base salary was 55% for Mr. Fair was 55%Fair; and the annual target bonus percentage of his base salary thewas 30% for Dr. Scripture prior to becoming our Chief Development Officer on December 1, 2021, upon which her annual target bonus for Mr. Mokari was 40%percentage of his base salary and the target bonus for Mr. Ward was 40% of his base salary.
Our corporate goals for 2020, established by the Compensation Committee, included clinical development objectives relatingincreased to BPX-601, BPX-603, BCMA GoCAR-NK and Rimiducid, as well as the completion of the sale of our Houston manufacturing facility. No specific individual goals were established for any of our named executive officers for 2020.
In November 2020,40%.
42
bonus in90% for the amount of $249,190. Because the departures of Mr. Mokari and Mr. Ward were contemplated as part of our restructuring plan, they were not awarded bonuses for 2020 performance, but did receive a pro-rated target bonus payment as part of their severance packages, the terms of which are described below under “-Potential Payments Upon Termination or Change of Control.”
fourth quarter.
On February 5, 2020, we filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to, among other things, effect a reverse stock split of all issued and outstanding shares of our common stock at a ratio of 1-for-10. Share related amounts have been retroactively adjusted in this proxy statement to reflect this reverse stock-split for all periods presented.
In November 2020, we entered into consulting agreements with each of Mr. Mokari and Mr. Ward, in connection with the termination of their employment with the Company. These agreements, and the associated equity awards, are described in the section “– Potential Payments Upon Termination or Change in Control” below.
In December 2020, following the Company’s reduction-in-force announced October 29, 2020, the Compensation Committee granted Mr. Fair and each of our other remaining employees stock options. These grants were important for retention purposes and were intended to supplant the annual grant that would typically be awarded in the first quarter of 2021. Mr. Fair received an option to purchase 286,000150,000 shares of our common stock. The option was granted at a per share exercise price of $2.97,$1.73, equal to the fair market value on the date of
43
the grant, and vestswill vest as follows: 50% of the shares subject to the stock option will vest and become exercisable on December 15, 20211, 2022, and the remaining shares subject to the stock option will vest and become exercisable in 12 equal monthly installments thereafter, subject to Mr. Fair’sher continued service with us.
Atabak Mokari
Shane M. Ward. We entered into an employment agreement with Mr. Ward in May 2018 that governed the terms of his employment with us until his separation from the Company in November 2020. In connection with his termination, we entered into a consulting agreement with Mr. Ward, the terms of which are described below under “-Potential Payments Upon Termination or Change of Control.”
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Dr. Scripture. Under the terms of Dr. Scripture’s amended and restated employment agreement, Dr. Scripture’s employment is “at will” and may be terminated at any time. Under her amended and restated employment agreement, upon a termination without “cause” (as defined below), Dr. Scripture is eligible to receive payments equal to her base salary for 12 months and a lump sum payment equal to her pro-rated target annual performance bonus. If such termination without cause occurs immediately prior to, on or within the 12 months following a change of control (as defined in the 2019 Plan), instead of the benefits described above, Dr. Scripture will be eligible to receive (1) continued base salary payments for 12 months, (2) a lump sum payment equal to her full target bonus for the year of termination, and (3) full vesting acceleration of all outstanding equity awards that are subject to time-based vesting. All severance benefits under the employment agreement are contingent upon Dr. Scripture executing an effective release and waiver of claims against us as well as complying with certain other post-termination obligations to us.
Messrs. Mokari and Ward. In November 2020, Mr. Mokari’s and Mr. Ward’s employment with the Company was terminated without cause and in connection with a reduction in the Company’s headcount. As a result, each of Messrs. Mokari and Ward received severance in the form of the officer’s base salary for 12 months, continued COBRA premium payments for 12 months, and the officer’s target performance bonus for 2020 (pro-rated for the period of time they were employed during the year). All severance benefits were contingent upon the officer executing an effective release and waiver of claims against us as well as complying with certain other post-termination obligations to us.
In addition, the Company entered into consulting agreements, effective November 30, 2020, with each of Messrs. Mokari and Ward, pursuant to which they would continue to provide services to the Company. The consulting agreements have an initial term of one year, unless terminated earlier pursuant to their terms. Each consulting agreement provides for hourly consulting fees and equity compensation in the form of restricted stock units, or RSUs, to be issued 15,738 shares of common stock. The RSUs will vest and settle in full on November 30, 2021. In addition, pursuant to the consulting agreements, the vesting of all options held by Messrs. Mokari and Ward shall be accelerated such that the number of shares subject to such options that would have vested as of June 30, 2022, if Messrs. Mokari or Ward were then providing services to the Company, shall become vested as of June 30, 2021. Further, the post-termination exercise period of each such option was extended to the earlier to occur of June 30, 2022 and the expiration date of such option. In exchange, Messrs. Mokari and Ward agreed to cancel all of their outstanding options with an exercise price per share greater than $13.60.
45
Outstanding Equity Awards at Fiscal Year-End
Option Awards(1) | Stock Awards(1)(3) | |||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | |||||||||||||||||||||
Richard A. Fair | 1/30/2017 | 48,959 | 1041 | 118.70 | 1/29/2027 | |||||||||||||||||||||||
1/2/2018 | 16,409 | 6,091 | 92.30 | 1/1/2028 | ||||||||||||||||||||||||
7/2/2018 | 16,409 | (5) | 6,091 | 77.20 | 7/1/2028 | |||||||||||||||||||||||
2/1/2019 | 14,375 | 15,625 | 33.50 | 1/31/2029 | ||||||||||||||||||||||||
6/11/2019 | 14,375 | 15,625 | 18.70 | 6/10/2029 | ||||||||||||||||||||||||
2/3/2020 | — | 125,699 | 13.60 | 2/2/30 | ||||||||||||||||||||||||
12/15/2020 | — | 286,000 | 2.97 | 12/14/30 | ||||||||||||||||||||||||
Atabak Mokari(6) | 2/3/2020 | 53,999 | 13.60 | 6/30/22 | ||||||||||||||||||||||||
4/8/2020 | 21,792 | 76,926 | ||||||||||||||||||||||||||
11/30/20 | 15,738 | 55,555 | ||||||||||||||||||||||||||
Shane M. Ward(7) | 5/29/18 | — | 500 | 1,765 | ||||||||||||||||||||||||
2/3/2020 | 40,999 | 13.60 | 6/30/22 | |||||||||||||||||||||||||
4/8/2020 | — | — | — | — | 21,864 | 77,180 | ||||||||||||||||||||||
11/30/2020 | — | 15,738 | 55,555 |
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Option Awards (1) | ||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | ||||||||||||||||||||||
Richard A. Fair | 1/30/2017 | 50,000 | — | 118.70 | 1/29/2027 | |||||||||||||||||||||
1/2/2018 | 22,031 | 469 | 92.30 | 1/1/2028 | ||||||||||||||||||||||
7/2/2018 | 22,031 | 469 | 77.20 | 7/1/2028 | ||||||||||||||||||||||
2/1/2019 | 21,875 | 8,125 | 33.50 | 1/31/2029 | ||||||||||||||||||||||
6/11/2019 | 21,875 | 8,125 | 18.70 | 6/10/2029 | ||||||||||||||||||||||
2/3/2020 | 57,613 | 68,087 | 13.60 | 2/2/2030 | ||||||||||||||||||||||
12/15/2020 | 143,000 | (3) | 143,000 | 2.97 | 12/14/2030 | |||||||||||||||||||||
8/16/2021 | — | (4) | 265,000 | 2.88 | 8/15/2031 | |||||||||||||||||||||
Charity D. Scripture, MS, PharmD | 11/1/2018 | 1,980 | 520 | 44.10 | 11/1/2028 | |||||||||||||||||||||
2/3/2020 | 8,848 | 10,452 | 13.60 | 2/2/2030 | ||||||||||||||||||||||
8/3/2020 | 20,000 | (5) | — | 7.13 | 8/2/2030 | |||||||||||||||||||||
12/15/2020 | 17,500 | (6) | 17,500 | 2.97 | 12/14/2030 | |||||||||||||||||||||
8/16/2021 | — | (7) | 50,000 | 2.88 | 8/15/2031 | |||||||||||||||||||||
12/1/2021 | — | (8) | 150,000 | 1.73 | 11/30/2031 |
47
Securities Authorized For Issuance Under Equity Compensation Plans
2021.
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 | 1,554,568 | (1) | $ | 27.36 | (2) | 404,613 | (3) | |||||
Equity compensation plans not approved by security holders | 86,261 | (4) | $ | 27.36 | (2) | 11,690 | ||||||
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Total | 1,640,829 | 416,303 | ||||||||||
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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 | 2,211,862 | (1) | $ | 15.01 | (2) | 22,182 | (3) | |||||||||||||||||||
Equity compensation plans not approved by security holders | 66,260 | (4) | $ | 15.01 | (2) | 316,820 | ||||||||||||||||||||
Total | 2,278,122 | 339,002 | ||||||||||||||||||||||||
48
optionholder or a beneficiary may generally exercise any vested options for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may an option be exercised beyond the expiration of its term.
arrange for the surviving or acquiring corporation (or its parent company) to assume or continue the stock award or to substitute a similar stock award for the stock award (including an award to acquire the same consideration paid to our stockholders pursuant to the transaction);
arrange for the assignment of any reacquisition or repurchase rights held by us in respect of our common stock issued pursuant to the stock award to the surviving or acquiring corporation (or its parent company);
accelerate the vesting (and, if applicable, the exercisability) of the stock award to a date prior to the effective time of the transaction as determined by the Plan Administrator (or, if the Plan Administrator does not determine such a date, to the date that is five days prior to the effective date of the transaction), with the stock award terminating if not exercised (if applicable) at or prior to the effective time of the transaction; provided, however, that the Plan Administrator may require participants to complete and deliver to us a notice of exercise before the effective date of a transaction, which is contingent upon the effectiveness of the transaction;
arrange for the lapse of any reacquisition or repurchase rights held by us with respect to the stock award;
cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised prior to the effective time of the transaction, in exchange for such cash consideration, if any, as the Plan Administrator may consider appropriate; and
cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised prior to the effective time of the transaction, in exchange for a payment, in such form as may be determined by the Plan Administrator equal to the excess, if any, of (i) the value of the property the participant would have received upon the exercise of the stock award immediately prior to the effective time of the transaction, over (ii) any exercise price payable in connection with such exercise, provided that payments may be delayed to the same extent that payment of consideration to the holders of our common stock is delayed as a result of escrows, earn outs, holdbacks or any other contingencies.
49
2014 Equity Incentive Plan
arrange for the assumption, continuation or substitution of a stock award by a surviving or acquiring entity or parent company;
arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring entity or parent company;
accelerate the vesting of the stock award and provide for its termination at or prior to the effective time of the corporate transaction;
arrange for the lapse of any reacquisition or repurchase right held by us;
cancel or arrange for the cancellation of the stock award in exchange for such cash consideration, if any, as our Board may deem appropriate; or
make a payment equal to the excess of (1) the value of the property the participant would have received upon exercise of the stock award over (2) the exercise price otherwise payable in connection with the stock award.
50
Our plan administrator is not obligated to treat all stock awards, even those that are of the same type, in the same manner.
Name(1) | Fees Earned or Paid in Cash | Option Awards(2)(3) | All Other Compensation | Total | ||||||||||||
James F. Brown | $ | 91,000 | $ | 54,730 | $ | — | $ | 145,730 | ||||||||
James Daly | $ | 43,500 | $ | 54,730 | $ | — | $ | 98,230 | ||||||||
Stephen Davis | $ | 60,000 | $ | 54,730 | $ | — | $ | 114,730 | ||||||||
Reid M. Huber, Ph.D. | $ | 62,500 | $ | 54,730 | $ | — | $ | 117,230 | ||||||||
Judith Klimovsky, M.D. | $ | 45,000 | $ | 54,730 | $ | — | $ | 99,730 | ||||||||
Jon P. Stonehouse | $ | 67,500 | $ | 54,730 | $ | — | $ | 122,230 |
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Fees Earned or
Paid in Cash
Awards(2)(3)Total James F. Brown $22,750 $14,272 $96,506 $ 133,528 James Daly $10,875 $14,272 $48,825 $ 73,972 Stephen Davis $15,000 $14,272 $63,631 $ 92,903 Reid M. Huber, Ph.D. $15,625 $14,272 $66,280 $ 96,177 Judith Klimovsky, M.D. $11,250 $14,272 $49,607 $ 75,129 Jon P. Stonehouse $16,875 $14,272 $71,584 $ 102,731
. This compensation policy, as in effect in 2020,2021, provided that each director not also serving as an employee of the Company will receive the following compensation for service on our Board as set forth below:
an additional annual cash retainer of $30,000 for service as chairman of the Board;
an additional annual cash retainer of $15,000 for service as our lead independent director;
an additional annual cash retainer of $7,500, $5,000, $5,000, $5,000 and $4,000 for service as chairman of the Audit Committee, Compensation Committee, Science Committee, Finance Committee, and the Nominating and Governance Committee, respectively;
an additional per-meeting attendance fee of $1,000, not to exceed $7,000 annually, to non-employee members of the Science Committee for each meeting held in excess of five meetings per year;
an initial option grant to purchase 13,000 shares of our common stock on the date of each new non-employee director’s appointment to our Board, one-third of which shares vest on the one-year anniversary of the grant and the remaining shares vesting monthly over a two year period thereafter; and
an annual option grant to purchase 6,500 shares of our common stock on the date of each of our annual stockholder meetings, vesting in full on the one-year anniversary of the date of grant.
In an effort to conserve
52
Retainer Grant shall be automatically granted to each Eligible Director on January 1 of each year (or if such date is not a market trading day, the first market trading day thereafter) or, if later, on the date of the Eligible Director’s initial election to the Board (or if such date is not a market trading day, the first market trading day thereafter), and will cover a number of shares of Company common stock equal to (1) the aggregate amount of annual cash compensation otherwise payable to such Eligible Director for the upcoming calendar year divided by (2) VWAP (as defined below) over a 30 calendar day period ending on the last trading day before the date of grant, rounded down to the nearest whole share. The Retainer Grant will vest in full upon the one year anniversary of the date of grant, subject to the Eligible Director’s Continuous Service (as defined in the 2019 Plan) through each such vesting date and will vest in full upon a Change in Control (as defined in the 2019 Plan). “VWAP” means, for any trading day, the per share volume-weighted average price of the Company’s common stock on Nasdaq, in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session of Nasdaq on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of our common stock on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by us). The VWAP for any given trading day will be determined without regard to pre-market hours or after-hours trading or any other trading outside of the regular trading session trading hours.
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the risks, costs and benefits to us;
the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
the terms of the transaction;
the availability of other sources for comparable services or products; and
the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.
On August 19, 2019,
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connection with the Private Placement Agreement. The purchase and sale of the securities issuable under the private placement agreement may occur in two or more separate closings, each to be conducted at the Purchasers’ discretion within five days’ noticewas extended to the Company. The rightearlier to occur of June 30, 2022 and the Purchasers to purchaseexpiration date of such securities expires two and a half years after the date our stockholders approved the related increase to our authorized shares of common stock, January 15, 2020, with respect to the Series 2 Preferred Stock, and three years after such stockholder approval, with respect to the Series 3 Preferred Stock, if not exercised prior to that date. At the time the Private Placement Agreement was executed, Baker Bros. was holder of more than 5% of our outstanding shares of common stock.
Effective April 22, 2019, William Grossman, M.D., Ph.D., resigned from his position as our Chief Medical Officer. Immediately following Dr. Grossman’s resignation, we entered into a consulting agreement with him, under which he may provide services up to 10 hours per week at an hourly rate of $350, for a term of up to 4 months measured from April 22, 2019.
Effective January 17, 2020, Rosemary Y. Williams’s employment as our Vice President of Finance and Controller was terminated. In exchange for a full general release of claims and continued compliance with her employment agreement, Ms. Williams received: (i) salary continuation for six months following January 17, 2020, (ii) a lump sum cash payment equal to Ms. Williams’s pro-rated target bonus for 2020, and (iii) COBRA payments for up to six months.
option.
We currently have consulting agreements with the Company’s former Chief Financial Officer and former Chief Legal and Strategy Officer. For information, refer to “Executive and Director Compensation- Potential Payments Upon Termination or Change in Control.”
The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
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By Order of the Board of Directors | ||
/s/ Richard A. Fair | ||
Richard A. Fair, President and Chief Executive Officer |
2022
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BELLICUM PHARMACEUTICALS, INC.
ADOPTEDBYTHE COMPENSATION COMMITTEEOFTHE BOARDOF DIRECTORS: APRILEquity Incentive Plan
APPROVEDBYTHE STOCKHOLDERS: JUNE
AMENDEDAND APPROVEDBYTHE BOARDOF DIRECTORS: JULY
AMENDEDBYTHE BOARDOF DIRECTORS: DECEMBER
APPROVEDBYTHE STOCKHOLDERS: JANUARY
AMENDEDBYTHE BOARDOF DIRECTORS: APRIL
AMENDEDBYTHE BOARDOF DIRECTORS: APRIL
APPROVEDBYTHE STOCKHOLDERS: JUNE
AMENDEDBYTHE BOARDOF DIRECTORS: JULY
AMENDEDBYTHE COMPENSATION COMMITTEEOFTHE BOARDOF DIRECTORS: NOVEMBER
AMENDEDBYTHE BOARDOF DIRECTORS: APRIL
[APPROVEDBYTHE STOCKHOLDERS: JUNE
2021
Administration.
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that are not subject to Board discretion; provided, however, that a Participant’s rights under any Stock Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Stock Awards without the affected Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Stock Award solely because it impairs the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Stock Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements.
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(f)Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise price or strike price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock Appreciation Rights that have an exercise price or strike price greater than the current Fair Market Value of the Common Stock in exchange for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve months prior to such an event.
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of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.
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Affiliate, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.
Eligibility.
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(b)Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Transaction and in a manner consistent with the provisions of Section 409A and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.
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SARs will apply. Notwithstanding the foregoing or anything in the Plan or an Award Agreement to the contrary, no Option or SAR may be transferred to any financial institution without prior stockholder approval.
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in a Participant’s Stock Award Agreement, if the sale of any Common Stock received on exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option
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this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.
Provisions of Stock Awards other than Options and SARs.
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(iii)Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.
Covenants of the Company.
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the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of a Stock Award or the subsequent issuance of cash or Common Stock pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law.
Miscellaneous.
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(f)Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).
intranet.
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extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Stock Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent a Stock Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Stock Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Stock Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding a Stock Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.
Adjustments upon Changes in Common Stock; Other Corporate Events.
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Board shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Transaction:
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12. CHOICEOF LAW.
Choice of Law.
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than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;
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(k)“Common Stock” means the common stock of the Company, having one vote per share.
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(r)“Effective Date” means the effective date of this Plan document, which is the date of the annual meeting of stockholders of the Company held in 2019.
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would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee“non-employee director” for purposes of Rule 16b-3.
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(xxviii) cash burn; (xxix) cash collections; (xxx) share price performance; (xxxi) debt reduction; (xxxii) implementation or completion of projects or processes (including,(including, without limitation, clinical trial initiation, clinical trial enrollment and dates, clinical trial results, regulatory filing submissions, regulatory filing acceptances, regulatory or advisory committee interactions, regulatory approvals, and product supply); (xxxiii) stockholders’ equity; (xxxiv) capital expenditures; (xxxv) debt levels; (xxxvi) operating profit or net operating profit; (xxxvii) workforce diversity; (xxxviii) growth of net income or operating income; (xxxix) billings; (xl) bookings; (xli) employee retention; (xlii) initiation of studies by specific dates; (xliii) budget management; (xliv) submission to, or approval by, a regulatory body (including, but not limited to the U.S. Food and Drug Administration) of an applicable filing or a product; (xlv) regulatory milestones; (xlvi) progress of internal research or development programs; (xlvii) acquisition of new customers; (xlviii) customer retention and/or repeat order rate; (xlix) improvements in sample and test processing times; (l) progress of partnered programs; (li) partner satisfaction; (lii) timely completion of clinical trials; (liii) submission of 510(k)s or pre-market approvals and other regulatory achievements; (liv) milestones related to samples received and/or tests or panels run; (lv) expansion of sales in additional geographies or markets; (lvi) research progress, including the development of programs; (lvii) strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); and (lviii) and any other measures of performance selected by the Board.
Board.
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BELLICUM PHARMACEUTICALS, INC.
3730 KIRBY DRIVE, STE. 1200
HOUSTON, TX 77098
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 14, 2021 for shares held directly and by 11:59 p.m. Eastern Time on June 10, 2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/BLCM2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 14, 2021 for shares held directly and by 11:59 p.m. Eastern Time on June 10, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D53942-P56082 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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D53943-P56082
BELLICUM PHARMACEUTICALS, INC.
Annual Meeting of Stockholders
June 15, 2021
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Richard A. Fair, with full power of substitution and power to act alone, as proxy and attorney-in-fact and hereby authorizes him to represent and vote, as provided on the reverse side, all of the shares of Common Stock of Bellicum Pharmaceuticals, Inc. (the “Company”) which the undersigned is entitled to vote, and, in his best judgment, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held June 15, 2021 live via the Internet at www.virtualshareholdermeeting.com/BLCM2021, and any adjournments or postponements thereof, with all powers which the undersigned would possess if present at the meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made but the card is signed, this proxy card will be voted FOR all nominees under Proposal 1, and FOR Proposals 2, 3 and 4, in the best judgment of the proxy with respect to such other business as may properly come before the meeting.
Continued and to be signed on reverse side