x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under §240.14a-12 |
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We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or Notice, instead of a paper copy of our proxy materials including a proxy card,and our 2023 Annual Report to Stockholders, or Annual Report, on or about April 28, 2023. 25, 2024.
Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report.
All stockholders are extended a cordial invitation to attend the Annual Meeting virtually.
By Order of the Board of Directors, | ||||||||
John P. Butler | ||||||||
President and Chief Executive Officer |
25, 2024
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stockholders.
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When will this Proxy Statement and the accompanying materials be made available to stockholders?
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Proposal | Voting Options | Votes Required | Effect of Abstentions | Effect of Broker Non-Votes | Board Recommendations | |||||||||||||||||||||||||||||||
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Election of Three Class | For All/ Withhold All/ For All Except | Plurality of votes cast (1) | No effect | No effect | FOR ALL | |||||||||||||||||||||||||||||||
Approval of an amendment to the Akebia Therapeutics, Inc. 2023 Stock Incentive Plan | For/Against/ Abstain | Majority of votes cast | No effect | No effect | FOR | |||||||||||||||||||||||||||||||
Advisory Vote on Compensation of Named Executive Officers | For/Against/ Abstain | Majority of votes cast (2) | No effect | No effect | FOR | |||||||||||||||||||||||||||||||
Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 4) | For/Against/ Abstain | Majority of votes cast | No effect | No effect (3) | FOR |
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The Company
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How is a quorum reached?
The Company does
Name | Positions and Offices Held with Akebia Therapeutics, Inc. | Director Since | Age | |||||||
Adrian Adams | Director (Class III), Chairperson | 2018 | 72 | |||||||
Michael Rogers | Director (Class III) | 2018 | 63 | |||||||
LeAnne M. Zumwalt | Director (Class III) | 2021 | 64 |
Name | Positions and Offices Held with Akebia Therapeutics, Inc. | Director Since | Age | |||||||||||||||||
Ronald E. Frieson | Director (Class I) | 2021 | 65 | |||||||||||||||||
Steven C. Gilman, Ph.D. | Director (Class I) | 2018 | 71 | |||||||||||||||||
Cynthia Smith | Director (Class I) | 2018 | 55 |
At the Annual Meeting, stockholders will be asked to consider the election of Ms. Zumwalt who has been nominated for election as a director for the first time. Ms. Zumwalt was initially recommended by the Nominating and Corporate Governance Committee.
Michael Rogers has served as a member of our Board of Directors since completion of the merger with Keryx in December 2018. He has served as Chief Financial Officer of Apnimed, Inc., or Apnimed, a clinical stage pharmaceutical company focused on developing oral medicines to treat Obstructive Sleep Apnea (OSA) and related disorders, since November 2020. Prior to Apnimed, he served as Chief Financial Officer of Aerpio Pharmaceuticals, Inc., or Aerpio, a pharmaceutical company that merged with Aadi BioScience, Inc., from November 2017 until October 2019. Prior to Aerpio, Mr. Rogers was Chief Financial Officer of Acorda Therapeutics, Inc. a public biotechnology company developing and commercializing therapies to treat neurological disorders, from October 2013 to October 2016. From 1999 to 2009, Mr. Rogers was the Chief Financial Officer of Indevus Pharmaceuticals, Inc. until the company’s sale to Endo Pharmaceuticals, Inc. He also served as Chief Financial Officer at BG Medicine, Inc. Advanced Health Corporation and Autoimmune Inc. Prior to his roles as Chief Financial Officer, Mr. Rogers was an investment banker at Lehman Brothers and PaineWebber, where he focused on life sciences companies. Mr. Rogers currently serves on the board of directors of Aravive, Inc. Mr. Rogers served as Chairman of the Board of Directors of Keryx from September 2017 until completion of the merger, and a member of the board of directors of Keryx from March 2016 until completion of the merger. He previously served on the board of directors for EyePoint Pharmaceuticals, Inc., formerly pSivida Corp., from July 2005 to June 2019. Mr. Rogers received his B.A. from Union College and an M.B.A. from the Darden School of Business at the University of Virginia. We believe that Mr. Rogers is qualified to serve on our Board of Directors due to his more than 25 years of financial experience and executive leadership in the biotechnology industry.
LeAnne M. Zumwalt has served as a member of our Board of Directors since February 2021. From January 2000 to January 2021, Ms. Zumwalt served in various roles at DaVita Inc., or DaVita, one of the largest providers of kidney care services in the United States. From July 2011 to January 2021, Ms. Zumwalt served as DaVita’s Group Vice President, Government Affairs, and from November 2007 to June 2020 also led DaVita’s
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purchasing operations. From January 2000 to July 2011, Ms. Zumwalt served as a Vice President of DaVita in many capacities, including as Vice President, Investor Relations from January 2000 to October 2009. From 1997 to 1999, Ms. Zumwalt served as the Chief Financial Officer of Vivra Specialty Partners, Inc., a privately held healthcare service and technology firm. From 1991 to 1997, Ms. Zumwalt held various executive positions, including Chief Financial Officer, at Vivra Incorporated, a publicly held provider of renal dialysis services and other healthcare services. Prior to joining Vivra Incorporated, Ms. Zumwalt was a Senior Manager at Ernst & Young LLP. From July 2018 to December 2020, Ms. Zumwalt served on the board of directors of Adeptus Health Inc., a privately held healthcare services company, and from November 2001 to September 2017, Ms. Zumwalt served on the board of directors of The Advisory Board Company, which provided advice and best practices using research, technology, and consulting to improve healthcare and education institution performance. Ms. Zumwalt received her B.A. in Business Administration from Pacific Union College. We believe that Ms. Zumwalt is qualified to serve on our Board of Directors due to her extensive knowledge and expertise in the U.S. dialysis market.
Current Directors Not Standing for Election at the Annual Meeting
Set forth below is the biographical information for the members of the Board of Directors who are not standing for re-election at the Annual Meeting and whose terms of office will continue after the Annual Meeting.
Name | Positions and Offices Held with Akebia Therapeutics, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | ||||||||||
John P. Butler | Director, President and Chief Executive Officer | 2013 | Class II—2025 | 58 | ||||||||||
Ronald E. Frieson | Director | 2021 | Class I—2024 | 64 | ||||||||||
Steven C. Gilman, Ph.D. | Director | 2018 | Class I—2024 | 70 | ||||||||||
Cynthia Smith | Director | 2018 | Class I—2024 | 54 | ||||||||||
Myles Wolf, M.D., M.M.Sc. | Director | 2020 | Class II—2025 | 52 |
Class I Directors
RonRonald E. Frieson has served as a member of our Board of Directors since November 2021. Since July 2020, Mr. Frieson has served as the Chief Operating Officer of Children’s Healthcare of Atlanta, or CHOA, a non-profit corporation whose mission focuses on bettering all aspects of children’s healthcare. Prior to serving as Chief Operating Officer, from June 2015 to July 2020, Mr. Frieson served as President, Foundation and External Affairs of CHOA. From June 2008 to May 2015, Mr. Frieson served as Chief Public Policy Officer of CHOA. Prior to CHOA, Mr. Frieson served as Interim President and Chief Executive Officer of the Atlanta Urban League. Mr. Frieson also spent many years at BellSouth (acquired by AT&T Inc. in 2006) in roles of increasing responsibility, most recently serving as President, Georgia Operations. Additionally, Mr. Frieson was the first Chief Diversity Officer for BellSouth. Mr. Frieson currently serves as an advisory board member orfor Truist Bank Atlanta. Mr. Frieson also serves onas the Vice Chair of the Board of Trustees of Colorado Technical University and is the Chair of The University of Tennessee Foundation board. He previously served as a board member for Children’s Miracle Network and Zoo Atlanta. In addition, Mr. Frieson served on the Board of Trustees of the American Kidney Fund from 2006 to 2012. Mr. Frieson holds a bachelor’s degree in finance from the University of Tennessee and an MBAM.B.A. in Information Systems from Georgia State University. We believe that Mr. Frieson is qualified to serve on our Board of Directors due to his more than ten years of experience immersed in healthcare systems operations, his experience driving improved patient outcomes and enabling access to healthcare for underserved populations and his work on diversity initiatives.
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July 2016 to April 2019. From February 2008 until January 2015, Dr. Gilman served as Executive Vice President, Research & Development and Chief Scientific Officer of Cubist Pharmaceuticals, a biopharmaceutical company developing antibiotics, until its acquisition by Merck & Co. Prior to joining Cubist, he served as Chairman of the board of directors and Chief Executive Officer of ActivBiotics, Inc., a privately held biopharmaceutical company, from 2004 to 2008. Previously, Dr. Gilman worked at Millennium Pharmaceuticals, Inc., or Millennium, where he held a number of senior leadership roles including Vice President and General Manager of Inflammation. Prior to Millennium, he was group director at Pfizer Global Research and Development, where he was responsible for drug discovery of several therapeutic areas, including immunology and antibacterials. Dr. Gilman has also held scientific, business, and academic appointments at Wyeth, Cytogen Corporation, Temple Medical School, and Connecticut College. He currently serves on the boards of directors of Vericel Corporation and SCYNEXIS, Inc., and ContraFect Corporation. Dr. Gilman is also a board member of the Lakes Environmental Association. Dr. Gilman served as a member of the board of directors of Keryx from March 2016 until completion of the merger. He is a past member of the board of directors of ContraFect Corporation, Momenta Pharmaceuticals, Inc., which was acquired by Johnson & Johnson in October 2020, the Massachusetts Biotechnology Association, the Pennsylvania State University Biotechnology Advisory Board, and the Northeastern University Drug Discovery Advisory Board. Dr. Gilman received his M.S. and Ph.D. degrees in Microbiologymicrobiology from Pennsylvania State University, his post-doctoral training at Scripps Clinic and Research Foundation and hisreceived a B.A. in Microbiologymicrobiology from Miami University of Ohio. He has authored over 60 publications and is an inventor ofon seven patents. We believe that Dr. Gilman is qualified to serve on our Board of Directors due to his more than 2930 years of scientific and development experience in the healthcare industry, including in senior leadership roles.
Name | Positions and Offices Held with Akebia Therapeutics, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | ||||||||||||||||||||||
John P. Butler | Director, President and Chief Executive Officer | 2013 | Class II—2025 | 59 | ||||||||||||||||||||||
Myles Wolf, M.D., M.M.Sc. | Director | 2020 | Class II—2025 | 53 | ||||||||||||||||||||||
Adrian Adams | Director, Chairperson | 2018 | Class III—2026 | 73 | ||||||||||||||||||||||
Michael Rogers | Director | 2018 | Class III—2026 | 64 | ||||||||||||||||||||||
LeAnne M. Zumwalt | Director | 2021 | Class III—2026 | 65 |
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Keryx and was Chairman of Keryx’s Board of Directors from 2016 to 2017. In July 2023, Mr. Butler is Chairwas appointed to the board of directors of WaveBreak Therapeutics, Inc. Mr. Butler served as Chairperson of Kidney Care Partners from 2020 to 2024, and formerly served as a Chairman of the Board of Trustees of the American Kidney Fund. Mr. Butler received a B.A. in chemistry from Manhattan College and an M.B.A. degree from Baruch College, City University of New York. We believe that Mr. Butler is qualified to serve on our Board of Directors due to his industry experience in the biotechnology sector, particularly his experience working in the kidney disease area.
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Stockholder Recommendations for Director Nominees
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of stockholders. All of our directors attended the Company’s 2022our 2023 annual meeting of stockholders. Our Corporate Governance Guidelines also provide that a retirement age of 72 is generally considered appropriate for our directors, but our Board of Directors may decide to defer retirement in appropriate circumstances.
Board Diversity Matrix (As of April 28, 2023) | ||||||||
Total Number of Directors: 8 | ||||||||
Female | Male | |||||||
Part I: Gender Identity | ||||||||
Directors | 2 | 6 | ||||||
Part II: Demographic Background | ||||||||
African American or Black | 0 | 1 | ||||||
White | 2 | 5 |
Board Diversity Matrix (As of April 25, 2024) | |||||||||||
Total Number of Directors: 8 | |||||||||||
Female | Male | ||||||||||
Part I: Gender Identity | |||||||||||
Directors | 2 | 6 | |||||||||
Part II: Demographic Background | |||||||||||
African American or Black | 0 | 1 | |||||||||
White | 2 | 5 |
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management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board of Directors as a whole. Accordingly, we currently separate the roles of Chief Executive Officer and Chairperson of the Board of Directors, with Mr. Butler serving as our President and Chief Executive Officer and Mr. Adams, who is an independent director, serving as Chairperson of the Board of Directors. As President and Chief Executive Officer, Mr. Butler is responsible for setting the strategic direction for our Company and the day-to-day leadership and performance of our Company, while Mr. Adams, as Chairperson of the Board of Directors, assists with developing the agenda for meetings of the Board of Directors, presides over such meetings of the Board of Directors, including executive sessions of the Board of Directors, facilitates communications between management and the Board of Directors, and performs oversight responsibilities. Our Board of Directors has four standing committees that are chaired by independent directors and consist entirely of independent directors. Our Board of Directors delegates substantial responsibilities to the committees, which then report their activities and actions back to the full Board of Directors. We believe that the independent committees of our Board of Directors and their Chairpersons promote effective independent governance. We believe this structure represents an appropriate allocation of roles and responsibilities for our Company at this time because it strikes an effective balance between management and independent leadership participation in our Board of Directors meetings.
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there are different leadership structures that could allow it to effectively oversee the management of the risks relating to the Company’s operations and believes its current leadership structure enables it to effectively provide oversight with respect to such risks.
Name | Audit | Compensation | Nominating and Corporate Governance | Research & Development | ||||||||||||||||||||||||||
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Ronald E. Frieson (1) | and Corporate Governance | |||||||||||||||||||||||||||||
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Steven C. Gilman, Ph.D. (1) | M | M | ||||||||||||||||||||||||||||
Michael Rogers | CH | |||||||||||||||||||||||||||||
Cynthia Smith (1) | CH | M | ||||||||||||||||||||||||||||
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Myles Wolf, M.D., M.M.Sc. | M | CH | ||||||||||||||||||||||||||||
LeAnne M. Zumwalt | M | M |
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•overseeing our accounting and financial reporting processes and the audits of our financial statements;
•overseeing the independent registered public accounting firm, which we also refer to as independent auditors, including appointing and reviewing the performance of such independent auditors;
•reviewing internal controls;
•reviewing risk assessment and risk management, including with respect to major financial, cybersecurity and compliance risk exposures;
•establishing, maintainmaintaining and overseeing procedures for the confidential, anonymous submission of information regarding accounting or auditor matters;
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•overseeing our healthcare compliance program;
•reviewing and recommending to our Board of Directors for approval all related person transactions and overseeing our Policy with Respect to Related Person Transactions;
•reviewing and pre-approving audit and permissible non-audit services to be provided by our independent auditor; • |
annually reviewing and reassessing the adequacy of the Audit Committee charter;
•establishing, maintaining and overseeing our Code of Conduct; and
•conducting an annual performance self-evaluation to assess the Audit Committee’s purpose, duties and responsibilities.
•reviewing and approving individual and corporate goals and objectives applicable to our executives who are Senior Vice President and above and report directly to our Chief Executive Officer, or non-CEO Executives, and any other individuals whose compensation is required to be approved by the Compensation Committee pursuant to the rules of the Nasdaq Stock Market, or Nasdaq Officers, evaluating their performance in light of such goals and objectives and approving their compensation; • |
reviewing and recommending for approval to the Board of Directors individual and corporate goals and objectives for our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of such goals and objectives and his or her compensation;
•engaging, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee;
•conducting the independence assessment outlined in the Nasdaq Listing Rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation Committee;
•annually reviewing and reassessing the adequacy of the Compensation Committee charter;
•reviewing and approving any tax-qualified, non-discriminatory employee benefit plans and any parallel nonqualified plans for which stockholder approval is not sought and pursuant to which options or stock may be acquired by our officers, directors, employees or consultants; • |
reviewing, making recommendations to the Board of Directors, and administering our equity-based plans;
•reviewing and making recommendations to the Board of Directors with respect to director compensation;
•reviewing and approving any proposed employment, severance, retention, change in control or similar agreements for our non-CEO Executives or Nasdaq Officers; • |
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reviewing and recommending for approval to the Board of Directors any proposed employment, severance, retention, change in control or similar agreements for our Chief Executive Officer;
•reviewing and discussing with management the Compensation Discussion and Analysis to be included in our annual proxy statement or our Annual Report on Form 10-K and preparing the annual Compensation Committee report to be included in our annual proxy statement; • |
overseeing and presenting to the Board of Directors our corporate succession plans for the Chief Executive Officer and other senior management positions;
•conducting an annual self-evaluation to assess the Compensation Committee’s purpose, duties and responsibilities.
•developing and recommending to the Board of Directors criteria for Board of Directors and committee membership;
•establishing procedures for identifying and reviewing Board of Director candidates, including nominees recommended by stockholders;
•identifying and reviewing individuals qualified to become members of the Board of Directors;
•recommending to the Board of Directors the persons to be nominated for election as directors and appointed to each of the Board of Directors’ committees;
•reviewing and recommending to the Board of Directors a set of corporate governance principles;
•reviewing and recommending to the Board of Directors the number, responsibilities and membership of the committees of the Board of Directors;
•annually reviewing and assessing the adequacy of the Nominating and Corporate Governance Committee charter;
•overseeing the Company’s director orientation and continuing education for existing directors;
•overseeing the Company’s efforts with regard to corporate responsibility and sustainability, efforts, including the impact of environmental, social and governance issues on the Company;
•conducting an annual self-evaluation to assess the Nominating and Corporate Governance Committee’s purpose, duties and responsibilities;
•evaluating and making recommendations to the Board of Directors regarding stockholder proposals submitted for inclusion in our annual Proxy Statement;
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•recommending criteria for assessment of the performance of committees other than the Nominating and Corporate Governance Committee, and annually reviewing self-assessments of each other committee; and
•recommending criteria for assessment of the performance of the Board of Directors as a whole, and of individual directors, as well as reviewing and evaluating the responsibilities, performance, operations, size and composition of the Board of Directors and committees.
•our research and development strategy and objectives;
•emerging scientific trends and activities that are critical to the success of our research and development;
•an assessment of the suitability, competitiveness and progress of our product candidates; and
•contract manufacturing.
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Code of Conduct and Corporate Governance Guidelines
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2024.
Annual Cash Retainer ($) | ||||||||
Retainer ($) | ||||||||
Board of Directors: | ||||||||
Non-Employee Directors (1) | 45,000 | |||||||
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Additional Retainer for Chairperson | 35,000 | |||||||
Audit Committee: | ||||||||
Non-Chair Members | 10,000 | |||||||
| 20,000 | |||||||
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Non-Chair Members | 7,500 | |||||||
| 15,000 | |||||||
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Nominating and Corporate Governance Committee: | ||||||||
Non-Chair Members | 5,000 | |||||||
| 10,000 | |||||||
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Research & Development Committee: | ||||||||
Non-Chair Members | 5,000 | |||||||
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| 10,000 |
(1)Pursuant to the terms of |
Under the Prior Director Compensation Program, each Non-Employee Director was eligible to receive an option to purchase 80,200 shares of Common Stock under the Akebia Therapeutics, Inc. 2014 Incentive Plan, as amended, or the 2014 Plan, or any successor equity incentive plan thereto at the time of such Non-Employee Director’s initial appointment or election to the Board of Directors. Under the Current Director Compensation Program, the annual cash retainer paid to each new non-employee director of the Company was increased to $50,000 effective January 1, 2024.
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75% of the shares underlying the Initial Award vesting ratably on the first day of each calendar quarter between the first anniversary of the date of grant and the fourth anniversary of the date of grant, subject to the Non-Employee Director’s continuous service through the applicable vesting date. Currently, each Initial Award granted under the Director Compensation Programs vests over three years, with 33 1/3% of the shares underlying the Initial Award vesting on the first anniversary of the date of grant and the remaining 66 2/3% of the shares underlying the Initial Award vesting ratably on the first day of each calendar quarter between the first anniversary of the date of grant and the third anniversary of the date of grant, subject to the Non-Employee Director’s continuous service through the applicable vesting date.
2022
Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2) | Option Awards($)(2) | All Other Compensation ($) (3) | Total ($) | |||||||||||||||
Adrian Adams (4) | 97,500 | 6,098 | 6,611 | — | 110,209 | |||||||||||||||
Ron Frieson (5) | 55,604 | 6,098 | 6,611 | 3,379 | 71,692 | |||||||||||||||
Steven C. Gilman, Ph.D. (6) | 57,500 | 6,098 | 6,611 | 518 | 70,727 | |||||||||||||||
Michael T. Heffernan (7) | 29,093 | — | — | 813 | 29,906 | |||||||||||||||
Michael Rogers (8) | 65,000 | 6,098 | 6,611 | 53 | 77,762 | |||||||||||||||
Cynthia Smith (9) | 65,000 | 6,098 | 6,611 | 2,967 | 80,676 | |||||||||||||||
Myles Wolf, M.D., M.M.Sc. (10) | 60,000 | 6,098 | 6,611 | 4,607 | 77,316 | |||||||||||||||
LeAnne M. Zumwalt (11) | 55,000 | 6,098 | 6,611 | 4,253 | 71,961 |
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Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2) | Option Awards($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
Adrian Adams (4) | 87,500 | 36,000 | 44,787 | 3,343 | 171,629 | ||||||||||||
Ronald E. Frieson (5) | 65,000 | 36,000 | 44,787 | 2,186 | 147,973 | ||||||||||||
Steven C. Gilman, Ph.D. (6) | 57,500 | 36,000 | 44,787 | 1,582 | 139,869 | ||||||||||||
Michael Rogers (7) | 65,000 | 36,000 | 44,787 | — | 145,787 | ||||||||||||
Cynthia Smith (8) | 65,000 | 36,000 | 44,787 | 5,713 | 151,499 | ||||||||||||
Myles Wolf, M.D., M.M.Sc. (9) | 60,000 | 36,000 | 44,787 | 3,640 | 144,426 | ||||||||||||
LeAnne M. Zumwalt (10) | 60,000 | 36,000 | 44,787 | 2,519 | 143,305 |
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TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER B
Y 9,800,000 SHARESFor Additional Shares
Amendment.
business goals.
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The following table includes information, as of March 31, 2023,2024, regarding (i) all of our outstanding equity awards under all of our equity-based compensation plans and arrangements under which shares of our Common Stock may be issued including(other than our Amended and Restated 2014 Employee Stock Purchase Plan, or the 2014 PlanESPP) and all of our outstanding Inducement Awards that were granted under Nasdaq Listing Rule 5635(c)(4) to newly hired employees who are eligible under the Nasdaq rules to receive such awards, as well asstock options outside of our equity-based compensation plans; and (ii) the number of shares of our Common Stock that remain available under the 2023 Plan for future awards.
Number of outstanding stock options | 16,242,463 | ||||
Weighted average exercise price of outstanding stock options | $ | 3.73 | |||
Weighted average remaining contractual term of outstanding stock options | 7.65 years | ||||
Number of outstanding RSUs | 6,054,131 | ||||
Number of outstanding performance-based restricted stock units (“PSUs”) (1) | 13,102 | ||||
Number of outstanding stock appreciation rights (“SARs”) | 635,313 | ||||
Weighted average measurement price of outstanding SARs | $ | 0.63 | |||
Weighted average remaining contractual term of outstanding SARs | 8.84 years | ||||
Shares of our Common Stock remaining available under the 2023 Plan for the grant of new awards (2) | 10,945,556 | ||||
New shares of our Common Stock requested for approval pursuant to the Amendment | 9,800,000 | ||||
Estimated total number of shares of our Common Stock available for the grant of new awards under all equity-based compensation plans (other than the ESPP), assuming stockholder approval of the Amendment (3) | 20,745,556 | ||||
Number of shares of our Common Stock outstanding | 209,454,149 |
Number of outstanding options | 13,877,754 | |||
Weighted average exercise price of outstanding options | $ | 4.91 | ||
Weighted average remaining contractual term of outstanding options (in years) | 7.66 | |||
Number of outstanding restricted stock units (“RSUs”) | 6,060,421 | |||
Number of outstanding SARs | 635,313 | |||
Weighted average measurement price of outstanding SARs | $ | 0.63 | ||
Weighted average remaining contractual term of outstanding SARs (in years) | 9.84 | |||
Shares available for the grant of new awards under the 2014 Plan | 6,607,853 | |||
New shares requested for approval pursuant to the 2023 Plan | 10,000,000 | |||
Estimated total number of shares available for issuance under all plans assuming approval of the 2023 Plan | 16,607,853 | |||
Number of shares of Common Stock outstanding | 185,835,946 |
remaining available for issuance under all plans as of March 31, 2024 assuming approval of the Amendment.
For purposes of
stockholders, we intend to register the additional shares by filing a Registration Statement on Form S-8 as soon as practicable following such approval.
Amendment.
•Highlights of the 2023Amended Plan;
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•Reasons Why Stockholders Should Approve the 2023 Plan;
•Information Regarding Overhang and Dilution;Burn Rate; and
•Description of the 2023Amended Plan.
proposal.
future, including, for executive officers, the Compensation Recovery Policy we adopted in November 2023. For a description of such policy, see "
Executive Compensation—Clawback Policy".25
Amendment
Equity incentive awards are crucial to our ability to motivate our employees to achieve our goals.
Burn Rate
rate.”
Calendar Year | Awards Granted (#) | Basic Weighted Average Number of Shares of Common Stock Outstanding (#) | Gross Burn Rate (1) | |||||||||
2022 | 9,925,008 | 182,782,680 | 5.4 | % | ||||||||
2021 | 7,269,720 | 165,949,700 | 4.4 | % | ||||||||
2020 | 6,126,300 | 138,463,150 | 4.4 | % | ||||||||
Three-Year Average | 7,773,676 | 162,398,510 | 4.7 | % |
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Awards Granted (#) | Basic Weighted Average Number of Shares of Common Stock Outstanding (#) | Gross Burn Rate (1) | |||||||||
Calendar Year | |||||||||||
2023 | 7,647,888 | 187,465,448 | 4.08% | ||||||||
2022 | 9,925,008 | 182,782,680 | 5.43% | ||||||||
2021 | 7,269,720 | 165,949,695 | 4.38% | ||||||||
Three-Year Average | 8,280,872 | 178,732,608 | 4.63% |
us.
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of awards under the Plan.awards. However, SARs that may be settled only in cash will not be so counted. Similarly, to the extent that an RSU award may be settled only in cash, no shares of our Common Stock will be counted against the shares of our Common Stock available for the grant of awards under the 2023Amended Plan. In addition, if we grant a SAR in tandem with ana stock option for the same number of shares of our Common Stock and provide that only one such award may be exercised, or tandem SAR, only the shares of our Common Stock covered by the stock option, and not the shares of our Common Stock covered by the tandem SAR, will be so counted, and the expiration of one in connection with the other’s exercise will not restore shares of our Common Stock to the 2023Amended Plan.
Options. A participant who is awarded ana stock option receives the right to purchase a specified number of shares of our Common Stock at a specified exercise price and subject to the other terms and conditions that are specified in connection with the award agreement. Anstock option grant. A stock option that is not intended to be an “incentive stock option” is a “nonstatutory stock option.” Options may not be granted atwith an exercise price that is less than 100% of the fair market value of our Common Stock on the date of grant. If our Board of Directors approves the grant of ana stock option with an exercise price to be determined on a future date, the exercise price may not be less than 100% of the fair market value of
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Stock owned by the participant valued at their fair market value, (iv) to the extent provided in an applicable nonstatutory stock option award agreement or approved by our Board of Directors, by delivery of a notice of “net exercise” as a result of which we will retain a number of shares of our Common Stock otherwise issuable pursuant to the stock option equal to the aggregate exercise price for the portion of the stock option being exercised divided by the fair market value of our Common Stock on the date of exercise, (v) to the extent permitted by applicable law and provided for in the applicable award agreement or approved by our Board of Directors, by any other lawful means (but not by a promissory note of the participant), or (vi) by any combination of these forms of payment. No stock option granted under the 2023Amended Plan may contain a provision entitling the participant to the automatic grant of additional stock options in connection with any exercise of the original stock option. No stock options granted under the 2023Amended Plan may provide for the payment or accrual of dividend equivalents.
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right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of our Common Stock. Any such dividend equivalents may be settled in cash and/or shares of our Common Stock, andwhich dividend equivalents will be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded. No interest will be paid on dividend equivalents.
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(l) any other factors as theour Board of Directors may determine. Such performance measures: (A) may vary by participant and may be different for different awards; (B) may be particular to a participant or the department, branch, line of business, subsidiary or other unit in which the participant worksworks; and (C) may cover such period as may be specified by theour Board of Directors. TheOur Board of Directors will have the authority to make equitable adjustments to the performance goals in recognition of unusual or non-recurring events affecting the Companyus or the our
us.
Stockholder
Plan Benefits
Asfuture, including, for executive officers, the Compensation Recovery Policy we adopted in November 2023. For a description of March 31, 2023, approximately 256 persons were eligible to receive awardssuch policy, see "
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Number of Shares of Common Stock Underlying Stock Options | Number of Shares of Common Stock Underlying RSUs | |||||||
Name and Position | (#) | (#) | ||||||
John P. Butler, President and Chief Executive Officer | 905,200 | 603,500 | ||||||
Ellen E. Snow, Former Senior Vice President, Chief Financial Officer and Treasurer | 224,000 | 519,300 | ||||||
David A. Spellman, Former Senior Vice President, Chief Financial Officer and Treasurer | — | — | ||||||
Steven K. Burke, M.D., Senior Vice President, Chief Medical Officer | 303,300 | 202,200 | ||||||
Michel Dahan, Senior Vice President, Chief Operating Officer | 224,000 | 149,300 | ||||||
Nicole R. Hadas, Senior Vice President, Chief Legal Officer | 224,000 | 149,300 | ||||||
All current executive officers as a group | 1,656,500 | 1,407,600 | ||||||
All current directors who are not executive officers as a group | 315,000 | 210,000 | ||||||
Each nominee for election as a director | ||||||||
Ronald E. Frieson | 45,000 | 30,000 | ||||||
Steven C. Gilman, Ph.D. | 45,000 | 30,000 | ||||||
Cynthia Smith | 45,000 | 30,000 | ||||||
Each associate of any such directors, executive officers or nominees | __ | __ | ||||||
Each other person who received or is to receive 5% or more of such stock options, warrants or rights | __ | __ | ||||||
All employees, including all current officers who are not executive officers, as a group | 1,237,000 | 1,873,700 |
$1.83.
Dollar Value | Number of Shares of Common Stock Underlying Option Awards | Number of Shares of Common Stock Underlying RSU Awards | ||||||||||||||||||
Name and Position | ($) | (#) | (#) | |||||||||||||||||
John P. Butler, President and Chief Executive Officer | — | — | — | |||||||||||||||||
Ellen E. Snow, Former Senior Vice President, Chief Financial Officer and Treasurer | — | — | — | |||||||||||||||||
David A. Spellman, Former Senior Vice President, Chief Financial Officer and Treasurer | — | — | — | |||||||||||||||||
Steven K. Burke, M.D., Senior Vice President, Chief Medical Officer | — | — | — | |||||||||||||||||
Michel Dahan, Senior Vice President, Chief Operating Officer | — | — | — | |||||||||||||||||
Nicole R. Hadas, Senior Vice President, Chief Legal Officer | — | — | — | |||||||||||||||||
All current executive officers as a group | — | — | — | |||||||||||||||||
All current directors who are not executive officers as a group | — | (1) | 315,000 | (2) | 210,000 | (2) | ||||||||||||||
All employees, including all current officers who are not executive officers, as a group | — | — | — |
If our stockholders do not approve the 2023 Plan, we will grant the equity awards to be made immediately following the Annual Meeting to the non-employee directors who areis serving as membersmember of our Board of Directors on the date of our Annual Meeting will be eligible to receive a stock option to purchase 45,000 shares of our Common Stock (subject to adjustment as provided in the Amended Plan) and 30,000 RSUs of the Company. Excludes (i) equity awards that the non-employee directors will be entitled to receive under our Current Director Compensation Program for years following 2024, and (ii) any discretionary equity awards that any non-employee director may be awarded under the 2014Amended Plan.
Name and Position | Dollar Value | Number of Shares of Common Stock Underlying Option Awards | Number of Shares of Common Stock Underlying RSU Awards | |||||||||
John P. Butler, President, Chief Executive Officer and Director | — | — | — | |||||||||
David A. Spellman, Senior Vice President, Chief Financial Officer and Treasurer | — | — | — | |||||||||
Steven K. Burke, M.D., Senior Vice President, Research & Development and Chief Medical Officer | — | — | — | |||||||||
Michel Dahan, Senior Vice President, Chief Operating Officer | — | — | — | |||||||||
Nicole R. Hadas, Senior Vice President, Chief Legal Officer and Corporate Secretary | — | — | — | |||||||||
All current executive officers as a group | — | — | — | |||||||||
All current directors who are not executive officers as a group | — | (1) | 315,000 | (2) | 210,000 | (2) | ||||||
All employees, including all current officers who are not executive officers, as a group | — | — | — |
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Administration
The
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distribution to holders of our Common Stock, other than an ordinary cash dividend, we are required to make equitable adjustments (or make substituted awards, as applicable), in the manner determined by our Board of Directors, to (i) the number and class of securities available under the 2023Amended Plan, (ii) the share counting rules set forth in the 2023Amended Plan, (iii) the number and class of securities and exercise price per share of each outstanding stock option, (iv) the share- and per-share provisions and the measurement price of each outstanding SAR, (v) the number of shares of our Common Stock subject to and the repurchase price per share subject to each outstanding award of restricted stock, and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding RSU award and each outstanding other stock-based award. In the event we effect a split of our Common Stock by means of a stock dividend and the exercise price of and the number of shares of our Common Stock subject to an outstanding stock option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then a participant who exercises ana stock option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of our Common Stock acquired upon such stock option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.
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surrendered in the reorganization event, which we refer to as the Acquisition Price, make or provide for a cash payment to participants with respect to each award held by a participant equal to (I) the number of shares of our Common Stock subject to the vested portion of the award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such reorganization event) multiplied by (II) the excess, if any, of (A) the Acquisition Price over (B) the exercise, measurement or purchase price of such award and any applicable tax withholdings, in exchange for the termination of such award, provided, that if the Acquisition Price per share (as determined by our Board of Directors) does not exceed the exercise price of the award, then the award will be cancelled without any payment of consideration, (v) provide that, in connection with our liquidation or dissolution, awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing.
Our Board of Directors is not obligated to treat all awards, all awards held by a participant, or all awards of the same type, identically. Certain RSU awards that are subject to Section 409A of the Code will be settled in accordance with the terms of the applicable award agreement or as otherwise specified in the 2023Amended Plan. Our Board of Directors, with reasonable notice to participants holding stock options or SARs, may impose a limitation on the ability of these participants to exercise their awards for the minimum number of days prior to the closing of the reorganization event as is reasonably necessary to facilitate the orderly closing of the reorganization event.
The
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Stock, including shares of our Common Stock retained from the award creating the tax obligation, valued at their fair market value. However, except as otherwise provided by theour Board of Directors, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed our minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), except that, to the extent that we are able to retain shares of our Common Stock having a fair market value that exceeds the statutory minimum applicable withholding tax without financial accounting implications or we are withholding in a jurisdiction that does not have a statutory minimum withholding tax, we may retain such number of shares (up to the number of shares of our Common Stock having a fair market value equal to the maximum individual statutory rate of tax) as we shall determine to be necessary to satisfy the tax liability associated with any award. Shares of our Common Stock used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.
If we receive stockholder approval of the 2023 Plan, no
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the participant has been employed by the Companyus or itsour corporate parent or 50% or majority-owned corporate subsidiary at all times beginning with the stock option grant date and ending three months before the date the participant exercises the stock option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonstatutory Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.
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forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying Common Stock.
PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 9,800,000
SHARES.38
2023.
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Name | Age | Position | |||||||||||||||
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John P. Butler | 59 | President, Chief Executive Officer and Director | |||||||||||||||
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Steven K. Burke, M.D. | 63 | Senior Vice President, Research & Development and Chief Medical Officer | |||||||||||||||
Michel Dahan (1) | 45 | Senior Vice President, Chief Operating Officer | |||||||||||||||
Nicholas Grund | 54 | Senior Vice President, Chief Commercial Officer | |||||||||||||||
Nicole R. Hadas (1) | 51 | Senior Vice President, Chief Legal Officer and Corporate Secretary |
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David A. Spellman joined Akebia in June 2020 and is Senior Vice President, Chief Financial Officer and Treasurer. Mr. Spellman has two decades of strategic and operational finance experience in fast growing companies within the biopharmaceutical and healthcare industries. From November 2019 to June 2020, Mr. Spellman served as the Chief Financial Officer and Chief Business Officer of Intarcia Therapeutics, Inc., or Intarcia, a biopharmaceutical company, where he oversaw a wide range of company initiatives, including business development, strategic planning, information technology and the Project Management Office. Mr. Spellman previously served as the Chief Business Officer of Intarcia from June to November 2019. From March 2018 to June 2019, Mr. Spellman served as the Chief Financial Officer of Mersana Therapeutics, Inc., a clinical stage antibody drug conjugate company. From February 2006 to March 2018, Mr. Spellman served in roles of increasing responsibility at Vertex Pharmaceuticals, Inc., or Vertex, a global biopharmaceutical company, the most recent of which were Vice President, Corporate, Commercial and International Finance, from February 2017 to March 2018, and Vice President, International Finance and Accounting, from February 2015 to January 2017. While at Vertex, Mr. Spellman helped establish Vertex’s international headquarters, business operations and integrated finance teams in over a dozen countries, and he supported the global pricing, reimbursement and launches of Kalydeco® (ivacaftor) and Orkambi® (lumacaftor/ivacaftor), and the U.S. launch of INCIVEK (telaprevir). Prior to Vertex, Mr. Spellman spent four years at Millennium, a biopharmaceutical company, where he held several positions on the finance team, including operating as a member of the VELCADE® (bortezomib) launch team. Mr. Spellman received a B.S. in economics from The Wharton School, University of Pennsylvania.
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January 2020. Prior to joining Akebia, from 2010 to 2013, Mr. Dahan held various positions at Inspiration Biopharmaceuticals, Inc., most recently as Vice President, Commercial Development and Strategic Planning, and led global marketing and commercial development in preparation for two global launches. In January 2023, Mr. Dahan was appointed a member of the board of Alkeus Pharmaceuticals, Inc., a privately held biopharmaceutical company developing transformative therapies to prevent blindness.with the goal of treating degenerative eye diseases. Prior to that, from 2003 to 2010, Mr. Dahan served in various roles for Ipsen Bioscience, Inc., or Ipsen, most recently as International Product Director, working on global marketing and strategic planning for their hemophilia franchise, and Strategic Planning Director. Previously, he was in Global Business Development and Licensing for Ipsen. He began his career at BNP Paribas in the investment banking division in 2002. He earned his graduate degree in business administration at HEC Paris (France), his maitrise in mathematics from University Paris VI (France), and he completed an executive education program (PLD) at Harvard Business School.
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•John P. Butler, President and Chief Executive Officer;
David A. Spellman,•Ellen E. Snow, Former Senior Vice President, Chief Financial Officer and Treasurer;
•David A. Spellman, Former Senior Vice President, Chief Financial Officer and Treasurer;
•Michel Dahan, Senior Vice President, Chief Operating Officer; and
•Nicole R. Hadas, Senior Vice President, Chief Legal Officer and Corporate Secretary.
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In addition,
2023
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•Attract and retain individuals who we believe best represent our core values and can make significant contributions towards achieving our purpose of bettering the life of each person impacted by kidney disease;
•Motivate and reward individuals for attaining corporate performance goals that support our purpose; and
•Foster long-term alignment of executive officer, stockholder and other stakeholder interests.
43
44
performance during 2021 and 2022. Conversely, 2023 realizable value exceeded target value driven by an increase in stock performance. We continue to structure our compensation so that it is highly sensitive to performance.
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Element | Purpose | Key Features and Timing | ||||||||
Base Salary | Provide competitive, fixed compensation to attract and retain top executive talent who we believe best represent our core values and can make significant contributions towards achieving our purpose of bettering the life of each person impacted by kidney disease | •Cash-based •Initial base salaries are set at the time of hire, and adjustments to base salaries are considered in conjunction with changes in job responsibilities or annually as part of our merit increase process |
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Annual Cash Bonus | Performance-contingent compensation to motivate and reward executives for attaining rigorous corporate performance goals that support our purpose of bettering the life of each person impacted by kidney disease | •Cash-based •Based entirely on achievement of corporate goals, in accordance with the Company’s then in effect Cash Incentive Plan | ||||||||
•Generally measured and paid out on an annual basis, typically annually following the close of the previous fiscal year | ||||||||||
Long-term Incentives (at risk equity) | Variable incentive compensation to promote equity performance, support retention and foster long-term alignment of executive and stakeholder interests | •Equity-based •Generally granted in a combination of annual time-based stock options and RSUs, but may include PSUs, performance-based stock options or •Based on blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance relative to similar positions within the Company •Generally granted at the time of hire, and annually following the close of the fiscal year in accordance with the terms of the | ||||||||
Benefits | Provide additional benefits to attract and retain top executive talent | •Includes payment of insurance premiums and other general benefits available to other employees |
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Furthermore, in 2022, in connection with our workforce reductions announced in April 2022 and May 2022, equity incentive awards and/or cash was also offered to our named executive officers as follows:
Element | Purpose | Key Features and Timing | ||||||||
Retention Awards (equity and/or cash) | Compensation retention incentive to enable the Company to achieve key milestones and to incentivize individual performance and promote stability and retention in light of our workforce reductions | •Equity-based •A combination of stock options and/or RSUs, each of which vests over time or is subject to achievement of a specified milestone •Special, non-recurring retention grant •Cash-based •Time-based or based on achievement of certain milestones, in accordance with the Company’s then in effect Cash Incentive Plan •Special, non-recurring retention grant |
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Element | Purpose | Key Features and Timing | ||||||
Retention Awards (equity and/or cash) | Compensation retention incentive in connection with an extension of the employment dates of certain named executive officers to enable the Company to achieve key milestones and to further incentivize performance | •Equity-based •RSUs, which vest over time •Special, non-recurring retention grant •Cash-based •Based on achievement of certain milestones, in accordance with the Company’s then in effect Cash Incentive Plan •Special, non-recurring retention grant | ||||||
Inducement Awards (equity) | New hire awards pursuant to our inducement award program | •Equity-based •A combination of stock options and/or RSUs, each of which vests over time |
2022other named executive officers chart below as they separated from the Company in June 2023 and March 2024, respectively.
48
other employees as well as outside advisors or consultants, including the Compensation Committee’s independent compensation consultant, may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in Compensation Committee meetings. No named executive officer is present during voting or deliberations on his or her own compensation.
Engagement with our stockholders is very important to us. In 2022, members of the Company’s senior management team proactively reached out to our stockholders who were at that time holding 5% or more of the Company’s Common Stock to discuss our governance structure and key executive compensation practices, listen to their feedback and understand their governance priorities. We discussed the feedback from these stockholders with the Nominating and Governance Committee and the Board of Directors.
•trends and emerging topics with respect to executive compensation;
•peer group selection for executive compensation benchmarking;
•compensation practices of our peer group;
•compensation programs for executives, directors and all of our employees; and
•stock utilization and related metrics.
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Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. Our Compensation Committee determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pearl Meyer is an independent compensation consultant pursuant to the independence standards set forth in The Nasdaq Capital Market listing standards promulgated pursuant to Section 10C of the Exchange Act.
In 2021, the
Acorda Therapeutics, Inc. | Fortress Biotech, Inc. | Oyster Point Pharma, Inc. | ||||||||
| Intercept Pharmaceuticals, Inc. | Paratek Pharmaceuticals, Inc. | ||||||||
Ardelyx, Inc. | Puma Biotechnology, Inc. | |||||||||
AVEO Pharmaceuticals, Inc. | Karyopharm Therapeutics Inc. | |||||||||
Aytu BioPharma, Inc. | Marinus Pharmaceuticals, Inc. | TherapeuticsMD, Inc. | ||||||||
| Ocular Therapeutix, Inc. | |||||||||
| OptiNose, Inc. | |||||||||
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Acceleron Pharma Inc., AMAG
•comprised U.S. based public companies traded on a major exchange and operating in the biotechnology andor pharmaceutical industries, including companies in the greater Boston area;
•captured commercial stage companies comparable companies in terms of market capitalization, revenue, operating expenses employee size and stage of development;
allowed for a peer group that has, on balance, higher market valuations than the Company given the anticipated March 2022 FDA decision for vadadustat to potentially avoid wholesale changes to the peer group that could be shortsighted; and
•is sensitive to the criteria proxy advisors will apply when determining their recommendations with respect to the advisory vote on executive compensation.
50
commercial stage companies in a comparable range to our then market capitalization, revenue, operating expenses and headcount. Lastly, the group was further filtered for companies in athe same or a similar stage of development, location and therapeutic area. The comparative statistics for the 20222023 Peer Group were as follows:
Market Capitalization* | Last Twelve Months Revenues* | Full-time Employees* | ||||||||||||||||||
| $165 million | $79 million | 191 | |||||||||||||||||
Akebia Therapeutics, Inc. | $67 million | $297 million | 225 |
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with market.
51
Based on its review of the factors described above, in January 2022,2023, the Board of Directors and the Compensation Committee, as applicable, approved a 6%4% increase in Mr. Butler's base salary and a 5% increase in each named executive officers’of Mr. Spellman's and Dr. Burke's base salary. The following table presents the base salaries for each of our named executive officers for the years 20212022 and 2022,2023, as approved by the Board of Directors and the Compensation Committee, as applicable, in January of each year. The 2021 base salaries became effective on February 26, 2021. The 2022 base salaries became effective on February 28, 20222022. The 2023 base salaries became effective on February 10, 2023 and were retroactive to January 1, 2022.
January 2022 Approved Adjustment | ||||||||||||||||||||
Named Executive Officer | 2021 Annualized Base Salary ($) | �� | Increase (as % of 2021 Base Salary) | Amount of Increase ($) | Nature of Increase | 2022 Annualized Base Salary ($) | ||||||||||||||
John P. Butler | 721,809 | 6.0 | 43,309 | Merit increase | 765,118 | |||||||||||||||
David A. Spellman | 476,100 | 6.0 | 28,566 | Merit increase | 504,666 | |||||||||||||||
Steven K. Burke, M.D. | 496,949 | 6.0 | 29,817 | Merit increase | 526,766 | |||||||||||||||
Michel Dahan | 476,875 | 6.0 | 28,613 | Merit increase | 505,488 | |||||||||||||||
Nicole R. Hadas | 450,857 | 6.0 | 27,051 | Merit increase | 477,908 |
2023.
January 2023 Approved Adjustment | |||||||||||||||||
Named Executive Officer | 2022 Annualized Base Salary ($) | Increase (as % of 2022 Base Salary) | Amount of Increase ($) | Nature of Increase | 2023 Annualized Base Salary ($) | ||||||||||||
John P. Butler | 765,118 | 4.0 | 30,605 | Merit increase | 795,723 | ||||||||||||
Ellen E. Snow(1) ............................. | — | — | — | — | 450,000 | ||||||||||||
David A. Spellman | 504,666 | 5.0 | 25,233 | Merit increase | 529,899 | ||||||||||||
Steven K. Burke, M.D. | 526,766 | 5.0 | 26,338 | Merit increase | 553,104 | ||||||||||||
Michel Dahan(2) | 505,488 | 0.0 | — | — | 505,488 | ||||||||||||
Nicole R. Hadas(2) | 477,908 | 0.0 | — | — | 477,908 |
2023 Peer Group and survey data from the
Radford Global Compensation Database.52
The following table sets forth the Company’s updated 20222023 corporate goals and the level of achievement against those goals as determined by the Compensation Committee and the Board of Directors.
2022 Goal | Allocation (%) | Actual Level of Achievement (%) | Accrual (Based on Allocation x Achievement) (% rounded) | |||||||||
Auryxia & Vadadustat • Achieve certain Auryxia revenue and margin • Ensure continuity of Auryxia supply and reduce capital needs • Simplify vadadustat supply chain and identify supply chain cash savings • Achieve certain vadadustat regulatory milestones | 50 | 99 | 49.5 | |||||||||
Financial • Enter into a structured termination or settlement agreement with Otsuka for the U.S. • Align debt with current business conditions • Base business investment plan to allow cash flow break even in the third quarter of 2023 • Identify certain additional cash savings (outside supply chain) | 30 | 100 | 30 | |||||||||
Pipeline • Assess and execute strategic growth opportunities • Readout ARDS study and assess utility of second ARDS trial in non-COVID pneumonia • Progress certain pipeline asset | 15 | 66 | 10 | |||||||||
People • Create and execute organizational capability plan to meet current and future resource needs • Engage, align and energize the organization | 5 | 100 | 5 |
2023 Goal | Target Allocation (%) | Actual Level of Achievement (%) | Percent Earned Toward Total Achievement (%) | ||||||||
Auryxia | 40 | 25 | 10 | ||||||||
•Achieve certain Auryxia revenue •Ensure long term supply stability with proper mitigation plans in place | |||||||||||
Vadadustat | 20 | 100 | 20 | ||||||||
•Obtain European Medicines Agency, or EMA, approval in dialysis dependent, or DD, and execute European Union, or EU, partnership agreement pending EMA approval •FO2CUS positive data readout | |||||||||||
Cash | 25 | 80 | 20 | ||||||||
•Achieve positive cash flow from core business •Secure a positive “going concern” opinion •Identify additional cost savings (beyond budget) for reinvestment | |||||||||||
Pipeline | 10 | 75 | 7.5 | ||||||||
•First Patient In in collaborative UT Health ARDS study •Data available from Investigational New Drug enabling toxicology studies for AKB-9090 •Nominate a candidate for ROP •Optimize portfolio by advancing an external transaction | |||||||||||
People | 5 | 100 | 5 | ||||||||
•Enable organizational effectiveness through people development and change management •Conduct capability assessment and develop plan (post vadadustat regulatory decisions in EU/U.S.) | |||||||||||
Upside | — | — | 25* | ||||||||
•Resubmit New Drug Application, or NDA, for vadadustat to FDA based on FDA feedback on formal dispute resolution request |
2023.
Exceeded threshold Auryxia revenue target by recordingof approximately $177$170.7 million in 2022, as2023;
•Achieved positive margin for Auryxia by December 31, 2022;
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Restructured and simplified the Auryxia supply chain, saving significant anticipated cash over a five-year period and reducing the excess purchase commitment liability;
Implemented multiple initiatives to reduce costs and create a plan for•Secured positive cash flows from operations supported by Auryxia revenues;
Regained development and commercial rights to vadadustat from Otsuka Pharmaceutical Co. Ltd. for the U.S., Europe, China, Russia, Canada, Australia, the Middle East and certain other territories;
Progressed vadadustat regulatory processes for the United States, European Union and ACCESS Consortium;
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Progressed early HIF research;
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Completed capability assessment and implemented new commercial modelexecuted plan through December 2023; and
Named Executive Officer | 2022 Annualized Base Salary ($) | Target Bonus (as % of Base Salary) | Achievement (%) | 2022 Annual Cash Bonus ($) | ||||||||||||||||||||||||
John P. Butler | 765,118 | x | 75 | x | 94.5 | = | 542,277 | |||||||||||||||||||||
David A. Spellman | 504,666 | x | 45 | x | 94.5 | = | 214,609 | |||||||||||||||||||||
Steven K. Burke, M.D. | 526,766 | x | 45 | x | 94.5 | = | 224,007 | |||||||||||||||||||||
Michel Dahan | 505,488 | x | 45 | x | 94.5 | = | 214,959 | |||||||||||||||||||||
Nicole R. Hadas | 477,908 | x | 45 | x | 94.5 | = | 203,230 |
Retention and Performance Awards
In connection with our April 2022 and May 2022 reductions in workforce, the Board of Directors approved a retention program designed to retain the employees required to support
Named Executive Officer | 2023 Annualized Base Salary ($) | Target Bonus (as % of Base Salary) | Achievement (%) | 2023 Annual Cash Bonus ($) | |||||||||||||||||||
John P. Butler | 795,723 | x | 75 | x | 87.5 | = | 522,193 | ||||||||||||||||
Ellen E. Snow(1) | 450,000 | x | 45 | x | 87.5 | = | 85,438 | ||||||||||||||||
David A. Spellman | — | — | — | — | |||||||||||||||||||
Steven K. Burke, M.D. | 553,104 | x | 45 | x | 87.5 | = | 217,785 | ||||||||||||||||
Michel Dahan | 505,488 | x | 45 | x | 87.5 | = | 199,036 | ||||||||||||||||
Nicole R. Hadas | 477,908 | x | 45 | x | 87.5 | = | 188,176 |
Additionally, pursuant to their letter agreements, Dr. Burke, Mr. Dahan and Ms. Hadas each received, on May 12, 2022, an RSU grant for 200,000 shares of Common Stock and an option to purchase 200,000 shares of
54
Common Stock. Dr. Burke’s options and RSUs vest in full on the first anniversary of the grant date, subject to his continuous employment through the vesting date, and Mr. Dahan’s and Ms. Hadas’s options and RSUs will vest in full on or before December 31, 2023 upon the closing of a significant transaction, or the “Corporate Performance Milestone.” The retention awards will accelerate in connection with a change in control of the Company.
As an additional part of the retention program, on June 6, 2022, we entered into a letter agreement with Mr. Spellman, pursuant to which Mr. Spellman (i) received a $100,000 cash bonus, or the Spellman Special Bonus, and (ii) had the opportunity to earn a cash bonus under the Cash Incentive Plan upon the achievement of certain milestones in the aggregate amount of $250,000, or the Spellman Retention Bonus. If Mr. Spellman voluntarily terminates employment with the Company (other than for good reason), or if the Company terminates Mr. Spellman’s employment for cause, in either case, within twelve (12) months after receiving the Spellman Special Bonus, then Mr. Spellman will be obligated to repay such amount to the Company within thirty (30) days after the effective date of such termination. In August 2022, the Company certified Mr. Spellman’s achievement of a milestone under the retention award program relating to an amendment to the Company’s debt facility for $125,000 of the aggregate amount of the Spellman Retention Bonus. In January 2023, the Company certified Mr. Spellman’s achievement of a milestone under the retention award program relating to the identification of certain cash savings for the remaining $125,000 of the Spellman Retention Bonus. Additionally, Mr. Spellman received, on June 8, 2022, an RSU grant for 200,000 shares of Common Stock and an option to purchase 200,000 shares of Common Stock, each of which will vest in full on the first anniversary of the grant date, subject to his continuous employment through the vesting date and further provided that if the Company terminates Mr. Spellman’s employment without cause prior to such date, the equity shall fully vest on the date of such termination. The retention awards will accelerate in connection with a change in control of the Company.
Long-Term Incentive Compensation
as neither Mr. Dahan nor Ms. Hadas received 2023 annual grants.
55
first anniversary of the grant date and, thereafter, the shares continue to vest in quarterly installments over the subsequent three years, subject to the named executive officer’s continued service with the Company through the applicable vesting date. The RSUsannual RSU grants will vest on each of the first, second and third anniversaries of the grant date, subject to the named executive officers’ continued service with the Company through each such date. Ms. Snow's inducement option award was scheduled to vest as follows: 25% of the shares subject to the award vest on the first anniversary of the grant date and, thereafter, the shares continue to vest in quarterly installments over the subsequent three years, subject to her continued service with the Company through the applicable vesting date. We believe these equity awards serve to align the interests of our named executive officers with our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period.
Furthermore, our current equity approach is aligned with the 2023 Peer Group and enables us to provide competitive compensation that also aligns the interests of our named executive officers with our stockholders.
Named Executive Officer | 2022 Annual Stock Option Grant (# of Shares of Common Stock Subject to Stock Options) | 2022 Annual RSU Grant (# of Shares of Common Stock Subject to RSUs) | 2022 Special RSU Grant (# of Shares of Common Stock Subject to Stock RSUs) | 2022 Special Stock Option Grant (# of Shares of Common Stock Subject to Stock Options) | ||||||||||||
John Butler | 739,700 | 293,125 | — | — | ||||||||||||
David A. Spellman | 225,000 | 60,000 | 200,000 | 200,000 | ||||||||||||
Steven K. Burke, M.D. | 225,000 | 60,000 | 200,000 | 200,000 | ||||||||||||
Michel Dahan | 200,000 | 50,000 | (1 | ) | (1 | ) | ||||||||||
Nicole R. Hadas | 200,000 | 50,000 | (1 | ) | (1 | ) |
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Performance-Based Options The SAR will vest as follows: 25% of the shares subject to the award vest on the first anniversary of the grant date and, Restrictedthereafter, the shares continue to vest in quarterly installments over the subsequent three years, subject to Mr. Butler's continued service with the Company through the applicable vesting date.
Named Executive Officer | 2023 Annual Stock Option Grant (# of Shares of Common Stock Subject to Stock Options) | 2023 Annual RSU Grant (# of Shares of Common Stock Subject to RSUs) | 2023 Special RSU Grant (# of Shares of Common Stock Subject to Stock RSUs) | ||||||||
John Butler | 1,510,313(1) | 293,125 | — | ||||||||
Ellen E. Snow | 560,000(2) | 370,000(2) | — | ||||||||
David A. Spellman | 294,300 | 196,200 | — | ||||||||
Steven K. Burke, M.D. | 294,300 | 196,200 | — | ||||||||
Michel Dahan | — | — | 200,000(3) | ||||||||
Nicole R. Hadas | — | — | 100,000(3) |
first,
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December 31, 2022, or CKD in adults who have been receiving dialysis for at least three months, in the Vadadustat Milestone, to incentivize our named executive officers to deliver on key milestones necessary to advancing our pipelineamounts of $175,000, $175,000, $75,000 and driving future performance of the Company. The 2020 PSUs also all included a time-based vesting component which schedule varied based on the nature and timing of the milestone achieved.
On February 25, 2021, the Company reported its financial results for the year ended December 31, 2020. Subsequently, in accordance with the terms of the 2020 PSUs, in March 2021, the Compensation Committee certified that the threshold level of achievement ($128 million) had been met with respect to the Auryxia Milestone (2020 gross revenues totaled approximately $129 million), but not the target level of achievement ($150 million). Therefore, the total percentage achievement of such milestone equaled 52%. Based on such percentage achievement, the Compensation Committee determined the total number of 2020 PSUs eligible to vest for each named executive officer with respect to the achievement of the Auryxia Milestone. Of the total number of the 2020 PSUs that were determined as eligible to vest, one third of such PSUs vested on each of March 31, 2021 and February 28, 2022 and February 28, 2023.
The following table presents the number of 2020 PSUs that vested for each of our named executive officers following the Compensation Committee’s certification of the Auryxia Milestone in March 2021.
Named Executive Officer | Total Target Number of | Target Number of PSUs Eligible to Vest Based on Auryxia Milestone | Certified Percentage of Achievement of the Auryxia Milestone (%) | Total Shares with Auryxia | ||||||||||||
John P. Butler | 190,000 | 76,000 | 52 | 39,520 | ||||||||||||
David A. Spellman | 36,500 | 14,600 | 52 | 7,592 | ||||||||||||
Steven K. Burke, M.D. | 50,000 | 20,000 | 52 | 10,400 | ||||||||||||
Michel Dahan | 56,000 | 22,400 | 52 | 11,648 | ||||||||||||
Nicole R. Hadas | 49,000 | 19,600 | 52 | 10,192 |
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The Vadadustat Milestone was not achieved by the deadline of December 31, 2022 and therefore the shares with respect to the achievement of the Vadadustat Milestone did not vest.
$75,000, respectively.
2023.
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Compensation Committee has concluded, based on its review and analysis of our compensation policies and procedures, that such policies and procedures
•our use of different types of compensation vehicles providing a balance of long-term and short-term incentives with fixed and variable components;
•our grant of equity-based awards with time-based vesting and performance-based vesting, both of which encourage our executive officers to look to long-term appreciation in equity values;
•our annual bonus determinations for each executive officer depending entirely on the achievement of Company goals, which we believe promote long-term value;
•our Compensation Committee’s ability to exercise discretion in determining cash bonus payouts and long-term incentive awards for executive officers other than the Chief Executive Officer;
•our system of internal control over financial reporting and Code of Conduct, among other things, reducing the likelihood of manipulation of our financial performance to enhance payments under any of our incentive plans; and
•our prohibition on hedging or pledging of Company stock.
•our Compensation Committee has the authority to hire independent counsel and other advisors;
•our Compensation Committee conducts a regular review and assessment of risk as it relates to our compensation policies and practices;
•as part of our Insider Trading Compliance Policy, our executive officers are prohibited from pledging our Common Stock and engaging in any hedging transactions of our Common Stock, including using prepaid variable forward contracts, equity swaps, collars, and exchange funds;
•we have no perquisites other than broad-based health, dental, transportation, relocation, 401(k) plan, a home office stipend and insurance-related benefits that we make available to all of our employees;
•our 20142023 Plan prohibits option repricing (absent stockholder approval) and option backdating;
•our Executive Severance Agreements do not provide for tax gross-ups; •all of our non-employee directors are independent, including all members of our Compensation Committee; •each of our named executive has agreed and acknowledged that they are subject to, and bound by, the terms and conditions of our Compensation Recovery Policy; and • |
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if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the applicable securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.
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2022
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||||||||||||||||||
John P. Butler, President and Chief Executive Officer | | 2022 2021 2020 |
| | 765,118 718,430 696,254 |
| | — 75,000 — | (1)
| | 633,150 821,404 2,456,280 |
| | 1,116,177 951,272 2,277,351 |
| | 506,126 552,256 488,180 |
| | 15,816 14,954 12,372 |
| | 3,036,388 3,133,316 5,930,437 |
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David A. Spellman, Senior Vice President, Chief Financial Officer and Treasurer | | 2022 2021 2020 |
(6) | | 504,666 473,871 237,077 |
| | 225,000 75,000 — | (5) (1)
| | 218,620 242,200 19,056 |
| | 405,295 688,739 2,363,658 |
| | 214,609 234,170 184,000 |
| | 17,650 7,496 707 |
| | 1,585,841 1,721,477 2,804,498 |
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Steven K. Burke, M.D., Senior Vice President, Chief Medical Officer | | 2022 2021 2020 |
| | 526,766 494,623 482,355 |
| | — 75,000 — | (1)
| | 212,160 242,200 642,188 |
| | 399,823 282,836 595,294 |
| | 224,007 244,424 192,058 |
| | 15,801 7,489 7,456 |
| | 1,378,558 1,346,572 1,919,351 |
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Michel Dahan, Senior Vice President, Chief Operating Officer | | 2022 2021 2020 |
| | 505,488 474,643 461,055 |
| | — 75,000 — | (1)
| | 190,560 214,520 679,868 |
| | 362,099 259,266 677,111 |
| | 214,959 234,551 184,300 |
| | 14,279 9,990 9,790 |
| | 1,287,386 1,267,970 2,012,124 |
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Nicole R. Hadas, Senior Vice President, Chief Legal Officer | | 2022 2021 2020 |
| | 468,351 448,747 427,952 | (7)
| | — 75,000 — | (1)
| | 190,560 214,520 640,343 |
| | 362,099 259,266 592,472 |
| | 203,230 221,754 174,244 |
| | 15,798 11,166 9,833 |
| | 1,240,038 1,230,453 1,844,845 |
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Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||||||||||||||
John P. Butler, President and Chief Executive Officer | 2023 | 795,723 | — | 184,669 | 780,318 | (9) | 997,193 | (10) | 17,220 | 2,775,123 | |||||||||||||||||||||||||||||||
2022 | 765,118 | — | 633,150 | 1,116,177 | 542,277 | 15,816 | 3,072,539 | ||||||||||||||||||||||||||||||||||
2021 | 718,430 | 75,000 | (1) | 821,404 | 951,272 | 552,256 | 14,954 | 3,133,316 | |||||||||||||||||||||||||||||||||
Ellen E. Snow, Former Senior Vice President, Chief Financial Officer and Treasurer | 2023(5) | 216,346 | — | 617,900 | 786,596 | 85,438 | 9,534 | 1,715,814 | |||||||||||||||||||||||||||||||||
David A. Spellman, Former Senior Vice President, Chief Financial Officer and Treasurer | 2023(6) | 254,759 | — | 123,606 | 152,053 | 125,000 | (11) | 287,209 | 942,627 | ||||||||||||||||||||||||||||||||
2022 | 504,666 | 100,000 | (7) | 218,620 | 405,295 | 339,609 | (12) | 17,650 | 1,585,841 | ||||||||||||||||||||||||||||||||
2021 | 473,871 | 75,000 | (1) | 242,200 | 688,739 | 234,170 | 7,496 | 1,721,477 | |||||||||||||||||||||||||||||||||
Steven K. Burke, M.D., Senior Vice President, Chief Medical Officer | 2023 | 553,104 | — | 123,606 | 152,053 | 367,785 | (13) | 16,500 | 1,213,048 | ||||||||||||||||||||||||||||||||
2022 | 526,766 | — | 212,160 | 399,823 | 224,007 | 15,801 | 1,378,558 | ||||||||||||||||||||||||||||||||||
2021 | 494,623 | 75,000 | (1) | 242,200 | 282,836 | 244,424 | 7,489 | 1,346,572 | |||||||||||||||||||||||||||||||||
Michel Dahan, Senior Vice President, Chief Operating Officer | 2023 | 505,488 | — | 226,000 | — | 499,036 | (14) | 14,850 | 1,245,374 | ||||||||||||||||||||||||||||||||
2022 | 505,488 | — | 190,560 | 362,099 | 214,959 | 14,279 | 1,287,386 | ||||||||||||||||||||||||||||||||||
2021 | 474,643 | 75,000 | (1) | 214,520 | 259,266 | 234,551 | 9,990 | 1,267,970 | |||||||||||||||||||||||||||||||||
Nicole R. Hadas, Senior Vice President, Chief Legal Officer | 2023 | 477,908 | — | 113,000 | — | 438,176 | (15) | 17,220 | 1,046,304 | ||||||||||||||||||||||||||||||||
2022 | 468,351 | (8) | — | 190,560 | 362,099 | 203,230 | 15,798 | 1,240,038 | |||||||||||||||||||||||||||||||||
2021 | 448,747 | 75,000 | (1) | 214,520 | 259,266 | 221,754 | 11,166 | 1,230,453 |
Name | Grant Date | Compensation Committee or Board of Directors Approval Date | Type of Award | Estimated ($) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (3) | |||||||||||||||||||||||||||||
Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||
John P. Butler | 2/28/2022 | 1/27/2022 | (4) | Annual Grant – Option | — | — | — | — | 739,700 | 2.16 | 1,116,177 | |||||||||||||||||||||||||||
2/28/2022 | 1/27/2022 | (4) | Annual Grant – RSU | — | — | — | 293,125 | — | — | 633,150 | ||||||||||||||||||||||||||||
— | 1/27/2022 | (4) | Annual Cash Bonus (1) | 573,839 | — | — | — | — | — | — | ||||||||||||||||||||||||||||
David A. Spellman | 2/28/2022 | 1/20/2022 | Annual Grant – Option | — | — | — | — | 225,000 | 2.16 | 339,516 | ||||||||||||||||||||||||||||
2/28/2022 | 1/20/2022 | Annual Grant – RSU | — | — | — | 60,000 | — | — | 129,600 | |||||||||||||||||||||||||||||
— | 1/20/2022 | Annual Cash Bonus (1) | 227,100 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
6/8/2022 | 6/6/2022 | Retention Option (5) | — | — | — | — | 200,000 | 0.45 | 65,780 | |||||||||||||||||||||||||||||
6/8/2022 | 6/6/2022 | Retention RSU (5) | — | — | — | 200,000 | — | — | 89,020 | |||||||||||||||||||||||||||||
Steven K. Burke, M.D | 2/28/2022 | 1/20/2022 | Annual Grant – Option | — | — | — | — | 225,000 | 2.16 | 339,516 | ||||||||||||||||||||||||||||
2/28/2022 | 1/20/2022 | Annual Grant – RSU | — | — | — | 60,000 | — | — | 129,600 | |||||||||||||||||||||||||||||
— | 1/20/2022 | Annual Cash Bonus (1) | 237,045 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
5/12/2022 | 4/28/2022 | Retention Option (5) | — | — | — | — | 200,000 | 0.41 | 60,307 | |||||||||||||||||||||||||||||
5/12/2022 | 4/28/2022 | Retention RSU (5) | — | — | — | 200,000 | — | — | 82,560 | |||||||||||||||||||||||||||||
Michel Dahan | 2/28/2022 | 1/20/2022 | Annual Grant – Option | — | — | — | — | 200,000 | 2.16 | 301,792 | ||||||||||||||||||||||||||||
2/28/2022 | 1/20/2022 | Annual Grant – RSU | — | — | — | 50,000 | — | — | 108,000 | |||||||||||||||||||||||||||||
— | 1/26/2022 | Annual Cash Bonus (1) | 227,470 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
5/12/2022 | 4/28/2022 | Performance Option (6) | — | 200,000 | 200,000 | — | — | — | — | (7) | ||||||||||||||||||||||||||||
5/12/2022 | 4/28/2022 | Performance RSU (6) | — | 200,000 | 200,000 | — | — | — | — | (7) |
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Name | Grant Date | Compensation Committee or Board of Directors Approval Date | Type of Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target(1) ($) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (2) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John P. Butler | 1/31/2023 | 1/27/2023(3) | Annual Grant – Option | — | — | — | — | 875,000 | 0.63 | 452,078 | |||||||||||||||||||||||||||||||||||||||||||||||||
1/31/2023 | 1/27/2023(3) | Annual Grant –SAR | 635,313 | 0.63 | 328,241 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/31/2023 | 1/27/2023(3) | Annual Grant – RSU | — | — | — | 293,125 | — | — | 184,669 | ||||||||||||||||||||||||||||||||||||||||||||||||||
— | Annual Cash Bonus (1) | 596,792 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ellen E. Snow | 7/31/2023 | 7/25/2023 | New Hire Option | 560,000 | 1.67 | 786,596 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
7/31/2023 | 7/25/2023 | New Hire RSU | 370,000 | 617,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
— | Annual Cash Bonus (1) | 97,644 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David A. Spellman | 1/31/2023 | 1/23/2023 | Annual Grant – Option | — | — | — | — | 294,300 | 0.63 | 152,053 | |||||||||||||||||||||||||||||||||||||||||||||||||
1/31/2023 | 1/23/2023 | Annual Grant – RSU | — | — | — | 196,200 | — | — | 123,606 | ||||||||||||||||||||||||||||||||||||||||||||||||||
— | Annual Cash Bonus (1) | 238,455 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Steven K. Burke, M.D. | 1/31/2023 | 1/23/2023 | Annual Grant – Option | — | — | — | — | 294,300 | 0.63 | 152,053 | |||||||||||||||||||||||||||||||||||||||||||||||||
1/31/2023 | 1/23/2023 | Annual Grant – RSU | — | — | — | 196,200 | — | — | 123,606 | ||||||||||||||||||||||||||||||||||||||||||||||||||
— | Annual Cash Bonus (1) | 248,897 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Michel Dahan | 5/12/2023 | 5/3/2023 | Retention – RSU (4) | — | — | — | 200,000 | — | — | 226,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
— | Annual Cash Bonus (1) | 227,470 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Nicole R. Hadas | 5/12/2023 | 5/3/2023 | Retention – RSU (4) | — | — | — | 100,000 | — | — | 113,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
— | Annual Cash Bonus (1) | 215,059 | — | — | — | — | — | — |
Name | Grant Date | Compensation Committee or Board of Directors Approval Date | Type of Award | Estimated ($) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (3) | |||||||||||||||||||||||||||||
Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||
Nicole R. Hadas | 2/28/2022 | 1/20/2022 | Annual Grant – Option | — | — | — | — | 200,000 | 2.16 | 301,792 | ||||||||||||||||||||||||||||
2/28/2022 | 1/20/2022 | Annual Grant – RSU | — | — | — | 50,000 | — | — | 108,000 | |||||||||||||||||||||||||||||
— | 1/20/2022 | Annual Cash Bonus (1) | 215,059 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
5/12/2022 | 4/282022 | Performance Option (6) | — | 200,000 | 200,000 | — | — | — | — | (7) | ||||||||||||||||||||||||||||
5/12/2022 | 4/28/2022 | Performance RSU (6) | — | 200,000 | 200,000 | — | — | — | — | (7) |
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(3)Each equity award granted to Mr. Butler was approved by our full Board of Directors pursuant to the terms of our 2014 Plan, and the charter of our Compensation Committee, and in accordance with Nasdaq rules and regulations.
2023
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||
John P. Butler | — | 739,700 | (1) | 2.16 | 2/28/2032 | — | — | — | — | |||||||||||||||||||||||||||
176,575 | 227,025 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | |||||||||||||||||||||||||||
277,475 | 126,125 | (1) | — | 8.87 | 2/28/2030 | — | — | — | — | |||||||||||||||||||||||||||
328,125 | 21,875 | — | 7.28 | 2/28/2029 | — | — | — | — | ||||||||||||||||||||||||||||
126,300 | — | — | 14.30 | 2/28/2028 | — | — | — | — | ||||||||||||||||||||||||||||
190,000 | — | — | 10.14 | 2/21/2027 | — | — | — | — | ||||||||||||||||||||||||||||
190,550 | — | — | 7.70 | 2/22/2026 | — | — | — | — | ||||||||||||||||||||||||||||
150,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | ||||||||||||||||||||||||||||
46,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | ||||||||||||||||||||||||||||
— | — | — | — | — | 530,526 | (2) | 306,114 | (3) | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 13,174 | (4) | 7,601 | (4) | ||||||||||||||||||||||||||
David A. Spellman | — | 200,000 | — | 0.45 | 6/8/2032 | — | — | — | — | |||||||||||||||||||||||||||
— | 225,000 | (1) | — | 2.16 | 2/28/2032 | — | — | — | — | |||||||||||||||||||||||||||
62,500 | 137,500 | (5) | — | 2.88 | 9/30/2031 | — | — | — | — | |||||||||||||||||||||||||||
52,500 | 67,500 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | |||||||||||||||||||||||||||
175,000 | (7) | 105,000 | (6) | — | 13.58 | 6/30/2030 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 306,667 | (7) | 176,947 | (3) | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 2,531 | (8) | 1,460 | (4) | ||||||||||||||||||||||||||
Steven K. Burke, M.D. | — | 200,000 | — | 0.41 | 5/12/2032 | — | — | — | — | |||||||||||||||||||||||||||
— | 225,000 | (1) | — | 2.16 | 2/28/2032 | — | — | — | — | |||||||||||||||||||||||||||
52,500 | 67,500 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | |||||||||||||||||||||||||||
72,526 | 32,974 | (1) | — | 8.87 | 2/28/2030 | — | — | — | — | |||||||||||||||||||||||||||
203,125 | (7) | 46,875 | (6) | — | 4.13 | 8/30/2029 | — | — | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | 327,334 | (9) | 188,872 | (3) | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 3,467 | (4) | 2,000 | (4) | ||||||||||||||||||||||||||
Michel Dahan | — | — | 200,000 | (11) | 0.41 | 5/12/2032 | — | — | — | — | ||||||||||||||||||||||||||
— | 200,000 | — | 2.16 | 2/28/2032 | — | — | — | — | ||||||||||||||||||||||||||||
48,125 | 61,875 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | |||||||||||||||||||||||||||
82,500 | 37,500 | (1) | — | 8.87 | 2/28/2030 | — | — | — | — | |||||||||||||||||||||||||||
93,750 | 6,250 | — | 7.28 | 2/28/2029 | — | — | — | — | ||||||||||||||||||||||||||||
27,500 | — | — | 14.30 | 2/28/2028 | — | — | — | — | ||||||||||||||||||||||||||||
62,500 | — | — | 10.14 | 2/21/2027 | — | — | — | — | ||||||||||||||||||||||||||||
30,950 | — | — | 7.70 | 2/22/2026 | — | — | — | — | ||||||||||||||||||||||||||||
30,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | ||||||||||||||||||||||||||||
15,000 | — | — | 9.66 | 9/30/2025 | — | — | — | — | ||||||||||||||||||||||||||||
6,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | ||||||||||||||||||||||||||||
— | — | — | — | — | 113,001 | (2) | 65,202 | (3) | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 203,883 | (10) | 117,640 | (3) |
62
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||
Nicole R. Hadas | — | — | 200,000 | (11) | 0.41 | 5/12/2032 | — | — | — | — | ||||||||||||||||||||||||||
— | 200,000 | (1) | — | 2.16 | 2/28/2032 | — | — | — | — | |||||||||||||||||||||||||||
48,125 | 61,875 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | |||||||||||||||||||||||||||
72,184 | 32,816 | (1) | — | 8.87 | 2/28/2030 | — | — | — | — | |||||||||||||||||||||||||||
93,750 | 6,250 | — | 7.28 | 2/28/2029 | — | — | — | — | ||||||||||||||||||||||||||||
25,000 | — | — | 14.30 | 2/28/2028 | — | — | — | — | ||||||||||||||||||||||||||||
45,000 | — | — | 10.14 | 2/21/2027 | — | — | — | — | ||||||||||||||||||||||||||||
34,300 | — | — | 7.70 | 2/22/2026 | — | — | — | — | ||||||||||||||||||||||||||||
30,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | ||||||||||||||||||||||||||||
16,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | ||||||||||||||||||||||||||||
— | — | — | — | — | 112,001 | (2) | 64,625 | (3) | — | — | ||||||||||||||||||||||||||
— | — | — | — | — | — | — | 203,398 | (10) | 117,361 | (3) |
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63
Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||||||||||||||||||||||||||||||
John P. Butler | — | 1,510,313 | (1) | 0.63 | 1/31/2033 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
323,618 | 416,082 | (1) | 2.16 | 2/28/2032 | |||||||||||||||||||||||||||||||||||||||||||||||||
277,475 | 126,125 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
378,375 | 25,225 | (1) | — | 8.87 | 2/28/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
350,000 | — | — | 7.28 | 2/28/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
126,300 | — | — | 14.30 | 2/28/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
190,000 | — | — | 10.14 | 2/21/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
190,550 | — | — | 7.70 | 2/22/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
150,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
46,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 567,676 | (2) | 703,918 | (3) | — | — | |||||||||||||||||||||||||||||||||||||||||||
Ellen E. Snow | — | 560,000 | (6) | 1.67 | 7/31/2033 | 370,000 | (6) | 458,800 | (3) | ||||||||||||||||||||||||||||||||||||||||||||
David A. Spellman | — | 294,300 | (1) | — | 0.63 | 1/31/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
200,000 | — | .45 | 6/8/2032 | ||||||||||||||||||||||||||||||||||||||||||||||||||
98,436 | 126,564 | (1) | — | 2.16 | 2/28/2032 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
112,500 | 87,500 | (4) | — | 2.88 | 9/30/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
82,500 | 37,500 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
245,000 | 35,000 | (5) | — | 13.58 | 6/30/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 256,534 | (2) | 321,822 | (3) | — | — | |||||||||||||||||||||||||||||||||||||||||||
Steven K. Burke, M.D. | — | 294,300 | (1) | — | 0.63 | 1/31/2033 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
200,000 | — | — | 0.41 | 5/12/2032 | |||||||||||||||||||||||||||||||||||||||||||||||||
98,436 | 126,564 | (1) | — | 2.16 | 2/28/2032 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
82,500 | 37,500 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
98,898 | 6,602 | (1) | — | 8.87 | 2/28/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
250,000 (5) | — | — | 4.13 | 8/30/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 259,534 | (2) | 321,822 | (3) | — | — | |||||||||||||||||||||||||||||||||||||||||||
Michel Dahan | 200,000 | — | — | 0.41 | 5/12/2032 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
87,500 | 112,500 | (1) | — | 2.16 | 2/28/2032 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
75,625 | 34,375 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
112,500 | 7,500 | (1) | — | 8.87 | 2/28/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
100,000 | — | — | 7.28 | 2/28/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
27,500 | — | — | 14.30 | 2/28/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
62,500 | — | — | 10.14 | 2/21/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
30,950 | — | — | 7.70 | 2/22/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
30,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
15,000 | — | — | 9.66 | 9/30/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
6,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 254,001 | (2) | 314,961 | (3) | — | — | |||||||||||||||||||||||||||||||||||||||||||
Nicole R. Hadas | 200,000 | — | — | 0.41 | 5/12/2032 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
87,500 | 112,500 | (1) | — | 2.16 | 2/28/2032 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
75,625 | 34,375 | (1) | — | 3.46 | 2/26/2031 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
98,432 | 6,568 | (1) | — | 8.87 | 2/28/2030 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
100,000 | — | — | 7.28 | 2/28/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
25,000 | — | — | 14.30 | 2/28/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
45,000 | — | — | 10.14 | 2/21/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
34,300 | — | — | 7.70 | 2/22/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
30,000 | — | — | 11.15 | 3/6/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
16,667 | — | — | 22.80 | 5/14/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | — | 154,001 | (2) | 190,961 | (3) | — | — |
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Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized ($)(1) | ||||||||||||
John P. Butler | — | — | 251,273 | 545,124 | ||||||||||||
David A. Spellman | — | — | 25,864 | 56,566 | ||||||||||||
Steven K. Burke, M.D. | — | — | 50,801 | 104,429 | ||||||||||||
Michel Dahan | — | — | 67,883 | 147,247 | ||||||||||||
Nicole R. Hadas | — | — | 66,397 | 144,038 |
|
2023.
Option Awards | Stock Awards | ||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | |||||||||||||
John P. Butler | — | — | 269,149 | 225,294 | |||||||||||||
Ellen E. Snow | — | — | — | — | |||||||||||||
David A. Spellman | — | — | 245,864 | 264,292 | |||||||||||||
Steven K. Burke, M.D. | — | — | 267,467 | 282,439 | |||||||||||||
Michel Dahan | — | — | 262,883 | 338,615 | |||||||||||||
Nicole R. Hadas | — | — | 261,398 | 337,368 |
64
Executive Severance Agreements
65
will be reduced or adjusted to avoid triggering the excise tax imposed by Section 4999 of the Code, if such adjustment would result in the provision of a greater total benefit, on a net after-tax basis (after taking into account taking any applicable federal, state and local income taxes and the excise tax imposed by Section 4999), to the executive.
Pursuant to the retention and separation agreements as subsequently amended, Mr. Dahan would separate from the Company effective as of March 22, 2024, and Ms. Hadas would separate from the Company effective as of March 29, 2024, or, in the event of certain specified events, the effective date of their separation would extend to September 22, 2024. On February 8, 2024, we agreed to further extend the effective date of Mr. Dahan’s separation to June 28, 2024, and Ms. Hadas’s separation to June 14, 2024.
Name | Executive Payments and Benefits upon Termination (1) | Termination by the Company without Cause or by Executive for Good Reason (No Change in Control) $ | Termination by the Company without Cause or by Executive for Good Reason (Change in Control) $(6) | |||||||
John P. Butler | Cash Severance (2) | 765,118 | 765,118 | |||||||
Non-Equity Incentive Plan Compensation (3) | — | 286,919 | ||||||||
Equity (4) | ||||||||||
Options | — | — | ||||||||
RSUs | — | 313,715 | ||||||||
Other Benefits (5) | 24,788 | 24,788 | ||||||||
Total | 789,906 | 1,390,540 |
66
Name | Executive Payments and Benefits upon Termination (1) | Termination by the Company without Cause or by Executive for Good Reason (No Change in Control) $ | Termination by the Company without Cause or by Executive for Good Reason (Change in Control) $(6) | |||||||
David A. Spellman | Cash Severance (2) | 504,666 | 504,666 | |||||||
Non-Equity Incentive Plan Compensation (3) | �� | — | 113,550 | |||||||
Equity (4) | ||||||||||
Options | — | 25,400 | ||||||||
RSUs | — | 178,407 | ||||||||
Other Benefits (5) | 21,584 | 21,584 | ||||||||
Total | 526,250 | 843,607 | ||||||||
Steven K. Burke, M.D. | Cash Severance (2) | 526,766 | 526,766 | |||||||
Non-Equity Incentive Plan Compensation (3) | — | 118,522 | ||||||||
Equity (4) | ||||||||||
Options | — | 33,400 | ||||||||
RSUs | — | 190,872 | ||||||||
Other Benefits (5) | 24,788 | 24,788 | ||||||||
Total | 551,554 | 894,348 | ||||||||
Michel Dahan | Cash Severance (2) | 505,488 | 505,488 | |||||||
Non-Equity Incentive Plan Compensation (3) | — | 113,735 | ||||||||
Equity (4) | ||||||||||
Options | — | 33,400 | ||||||||
RSUs | — | 182,842 | ||||||||
Other Benefits (5) | 24,788 | 24,788 | ||||||||
Total | 530,276 | 860,253 | ||||||||
Nicole R. Hadas | Cash Severance (2) | 477,908 | 477,908 | |||||||
Non-Equity Incentive Plan Compensation (3) | — | 107,529 | ||||||||
Equity (4) | ||||||||||
Options | — | 33,400 | ||||||||
RSUs | — | 181,985 | ||||||||
Other Benefits (5) | 24,788 | 24,788 | ||||||||
Total | 502,696 | 825,610 |
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67
Name | Executive Payments and Benefits upon Termination (1) | Termination by the Company without Cause or by Executive for Good Reason (No Change in Control) $ | Termination by the Company without Cause or by Executive for Good Reason (Change in Control) $(6) | |||||||||||||||||
John P. Butler | Cash Severance (2) | 795,723 | 795,723 | |||||||||||||||||
Non-Equity Incentive Plan Compensation (3) | — | 298,396 | ||||||||||||||||||
Equity (4) | ||||||||||||||||||||
Options | — | 921,291 | ||||||||||||||||||
RSUs | — | 703,918 | ||||||||||||||||||
Other Benefits (5) | 16,356 | 16,356 | ||||||||||||||||||
Total | 812,079 | 2,735,684 | ||||||||||||||||||
Ellen E. Snow (7) | Cash Severance (2) | 450,000 | 450,000 | |||||||||||||||||
Non-Equity Incentive Plan Compensation (3) | — | 101,250 | ||||||||||||||||||
Options | — | — | ||||||||||||||||||
RSUs | — | 458,800 | ||||||||||||||||||
Other Benefits (5) | 25,175 | 25,175 | ||||||||||||||||||
Total | 475,175 | 1,035,225 | ||||||||||||||||||
Steven K. Burke, M.D. | Cash Severance (2) | 553,104 | 553,104 | |||||||||||||||||
Non-Equity Incentive Plan Compensation (3) | — | 124,448 | ||||||||||||||||||
Equity (4) | ||||||||||||||||||||
Options | — | 345,523 | ||||||||||||||||||
RSUs | — | 321,822 | ||||||||||||||||||
Other Benefits (5) | 25,175 | 25,175 | ||||||||||||||||||
Total | 578,279 | 1,370,072 | ||||||||||||||||||
Michel Dahan | Cash Severance (2) | 505,488 | 505,488 | |||||||||||||||||
Non-Equity Incentive Plan Compensation (3) | — | 113,735 | ||||||||||||||||||
Equity (4) | ||||||||||||||||||||
Options | — | 166,000 | ||||||||||||||||||
RSUs | — | 314,961 | ||||||||||||||||||
Other Benefits (5) | 25,175 | 25,175 | ||||||||||||||||||
Total | 530,663 | 1,125,359 | ||||||||||||||||||
Nicole R. Hadas | Cash Severance (2) | 447,908 | 477,908 | |||||||||||||||||
Non-Equity Incentive Plan Compensation (3) | — | 107,529 | ||||||||||||||||||
Equity (4) | ||||||||||||||||||||
Options | — | 166,000 | ||||||||||||||||||
RSUs | — | 190,961 | ||||||||||||||||||
Other Benefits (5) | 25,175 | 25,175 | ||||||||||||||||||
Total | 503,083 | 967,573 |
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68
Equity Compensation Plan Information
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | 14,893,715 | (1)(2) | 6.14 | (3) | 10,336,979 | (4)(6) | ||||||
Equity compensation plans not approved by security holders | 2,513,512 | (5) | 5.57 | — | ||||||||
Total | 17,407,227 | — | 10,336,979 |
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69
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||||||||||||||
(a) | (b) | (c) | ||||||||||||||||||||||||
Equity compensation plans approved by security holders | 14,846,085 | (1)(2) | 4.08 | 22,020,523 | (3)(5) | |||||||||||||||||||||
Equity compensation plans not approved by security holders | 2,410,019 | (4) | 4.76 | — | ||||||||||||||||||||||
Total | 17,256,104 | — | 22,020,523 |
2023.
70
71
Value of Initial Fixed $100 Investment Based on: | ||||||||||||||||||||||||||||||||
Year (a) | Summary Compensation Table Total for PEO (1) $ (b) | Compensation Actually Paid to PEO (2)(3) $ (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (4) $ (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2)(3)(4) $ (e) | Total Shareholder Return $ (f) | Peer Group Total Shareholder Return (5) $ (g) | Net Income (Loss) (in millions) $ (h) | Net Product Revenue (6) (in millions) $ (i) | ||||||||||||||||||||||||
2022 | 3,036,388 | 671,389 | 1,372,956 | 621,735 | 9.13 | 113.65 | (92.6 | ) | 177.1 | |||||||||||||||||||||||
2021 | 3,133,316 | 2,424,435 | 1,402,223 | 1,166,993 | 35.76 | 126.45 | (282.8 | ) | 142.2 | |||||||||||||||||||||||
2020 | 5,930,437 | 1,990,802 | 1,904,276 | 696,805 | 44.30 | 126.42 | (383.5 | ) | 128.9 |
2022 | 2021 | 2020 | ||||||||||||||||||||||
Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | ||||||||||||||||||
Total Compensation from Summary Compensation Table | $ | 3,036,388 | 1,372,956 | 3,133,316 | 1,402,223 | 5,930,437 | 1,904,276 | |||||||||||||||||
Adjustments for Pension | ||||||||||||||||||||||||
Adjustment Summary Compensation Table Pension | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Amount added for current year service cost | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Amount added for prior service cost impacting current year | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Total Adjustments for Pension | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Adjustments for Equity Awards | ||||||||||||||||||||||||
(Subtract): Aggregate value for stock awards and option awards included in the Summary Compensation Table for the covered fiscal year | $ | (1,749,327 | ) | $ | (585,304 | ) | $ | (1,772,676 | ) | $ | (600,887 | ) | $ | (4,733,631 | ) | $ | (1,333,375 | ) |
Value of Initial Fixed $100 Investment Based on: | |||||||||||||||||||||||||||||||||||||||||||||||
Year (a) | Summary Compensation Table Total for PEO (1) $ (b) | Compensation Actually Paid to PEO (2)(3) $ (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (4) $ (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2)(3)(4) $ (e) | Total Shareholder Return $ (f) | Peer Group Total Shareholder Return (5) $ (g) | Net Income (Loss) (in millions) $ (h) | Net Product Revenue (6) (in millions) $ (i) | |||||||||||||||||||||||||||||||||||||||
2023 | 2,775,123 | 4,501,506 | 1,232,633 | 1,782,947 | 19.62 | 118.87 | (50.4) | 170.3 | |||||||||||||||||||||||||||||||||||||||
2022 | 3,072,539 | 707,639 | 1,372,956 | 623,367 | 9.13 | 113.65 | (94.2) | 177.1 | |||||||||||||||||||||||||||||||||||||||
2021 | 3,133,316 | 2,424,435 | 1,402,223 | 1,167,442 | 35.76 | 126.45 | (282.0) | 142.2 | |||||||||||||||||||||||||||||||||||||||
2020 | 5,930,437 | 1,990,802 | 1,904,276 | 759,991 | 44.30 | 126.42 | (384.8) | 128.9 |
2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||
Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | |||||||||||||||||||||||||||||||||||||||
Total Compensation from Summary Compensation Table | $ | 2,775,123 | $ | 1,232,633 | $ | 3,072,539 | 1,372,956 | 3,133,316 | 1,402,223 | 5,930,437 | 1,904,276 | ||||||||||||||||||||||||||||||||||||
Adjustments for Pension | |||||||||||||||||||||||||||||||||||||||||||||||
Adjustment Summary Compensation Table Pension | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
Amount added for current year service cost | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
Amount added for prior service cost impacting current year | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
Total Adjustments for Pension | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
Adjustments for Equity Awards |
2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||
Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | |||||||||||||||||||||||||||||||||||||||
(Subtract): Aggregate value for stock awards and option awards included in the Summary Compensation Table for the covered fiscal year | $ | (964,987) | $ | (458,963) | $ | (1,749,327) | $ | (585,304) | $ | (1,772,676) | $ | (600,887) | $ | (4,733,631) | $ | (1,333,375) | |||||||||||||||||||||||||||||||
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $ | 2,019,961 | $ | 654,307 | $ | 444,435 | $ | 216,457 | $ | 1,126,591 | $ | 395,336 | $ | 1,356,960 | $ | 308,023 | |||||||||||||||||||||||||||||||
(Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $ | 491,497 | $ | 113,219 | $ | (811,280) | $ | (279,696) | $ | (282,800) | $ | (87,551) | $ | (992,965) | $ | (279,243) | |||||||||||||||||||||||||||||||
Vesting date fair value of awards granted and vested during the covered fiscal year | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $ | 179,912 | $ | 241,751 | $ | (248,729) | $ | (101,046) | $ | 220,005 | $ | 58,321 | $ | 430,001 | $ | 174,509 | |||||||||||||||||||||||||||||||
(Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (14,199) | |||||||||||||||||||||||||||||||
Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||
Total Adjustments for Equity Awards | $ | 1,726,383 | $ | 550,313 | $ | (2,364,900) | $ | (749,588) | $ | (708,881) | $ | (234,781) | $ | (3,939,635) | $ | (1,144,284) | |||||||||||||||||||||||||||||||
Compensation Actually Paid (as calculated) | $ | 4,501,506 | $ | 1,782,947 | $ | 707,639 | $ | 623,367 | $ | 2,424,435 | $ | 1,167,442 | $ | 1,990,802 | $ | 759,991 |
2022 | 2021 | 2020 | ||||||||||||||||||||||
Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | ||||||||||||||||||
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $ | 444,359 | $ | 216,429 | $ | 1,126,591 | $ | 395,336 | $ | 1,356,960 | $ | 308,023 | ||||||||||||
(Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $ | (811,303 | ) | $ | (279,712 | ) | $ | (282,800 | ) | $ | (88,001 | ) | $ | (992,965 | ) | $ | (281,589 | ) | ||||||
Vesting date fair value of awards granted and vested during the covered fiscal year | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $ | (248,729 | ) | $ | (102,633 | ) | $ | 220,005 | $ | 58,321 | $ | 430,001 | $ | 113,669 | ||||||||||
(Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (14,199 | ) | |||||||||||
Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Total Adjustments for Equity Awards | $ | (2,364,999 | ) | $ | (751,221 | ) | $ | (708,881 | ) | $ | (235,230 | ) | $ | (3,939,635 | ) | $ | (1,207,470 | ) | ||||||
Compensation Actually Paid (as calculated) | $ | 671,389 | $ | 621,735 | $ | 2,424,435 | $ | 1,166,993 | $ | 1,990,802 | $ | 696,805 | ||||||||||||
For Stock Options Vesting in | Weighted Average Fair Value of Full Value Awards Vesting in | ||||||||||||||||||||||||||||||||||||||||
2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
Expected volatility | 116% - 133% | 96% - 129% | 95% - 103% | 65% - 95% | For Restricted Share and Restricted Stock Units | $0.97 | $2.16 | $3.45 | $9.36 | ||||||||||||||||||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | For Performance Share Awards | $1.39 | $2.16 | $3.39 | n/a | ||||||||||||||||||||||||||||||||
Expected term, in years | 3.1 – 4.5 | 3.2 - 4.5 | 3.7 - 4.5 | 4.2 - 4.5 | |||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 3.5% - 4.8% | 1.0% - 4.3% | .4% - .9% | .3% - .9% |
For Stock Options Vesting in | Weighted Average Fair Value of Full Value Awards Vesting in | |||||||||||||||||||
2022 | 2021 | 2020 | 2022 | 2021 | 2020 | |||||||||||||||
Expected volatility | 96% - 129% | 95% - 103% | 65% - 95% | For Restricted Share and Restricted Stock Units | $ | 2.15 | $ | 3.45 | $ | 7.37 | ||||||||||
Expected dividend yield | 0% | 0% | 0% | For Performance Share Awards | $ | 2.16 | $ | 3.39 | n/a | |||||||||||
Expected term, in years | 3.2 - 4.5 | 3.7 - 4.5 | 4.2 - 4.5 | |||||||||||||||||
Risk-free interest rate | 1.0% - 4.3% | .4% - .9% | .3% - .9% |
2023: David A. Spellman, Steven K. Burke, M.D., Michel Dahan, Nicole Hadas, Ellen Snow |
(5)The Peer Group Total Shareholder Return set forth in this table utilizes the Nasdaq Biotechnology Index. (6)We determined net product revenue to be the most important financial performance measure used to link our performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
PROPOSAL 4—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2024.
Fee Category | 2022 | 2021 | ||||||
Audit Fees | $ | 1,741,463 | $ | 1,532,250 | ||||
Audit-Related Fees | $ | — | $ | — | ||||
Tax Fees | $ | 138,657 | $ | 235,188 | ||||
All Other Fees | $ | 3,517 | $ | 4,323 | ||||
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Total Fees | $ | 1,883,637 | $ | 1,771,761 | ||||
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Fee Category | 2023 | 2022 | ||||||||||||
Audit Fees | $2,210,367 | $1,741,463 | ||||||||||||
Audit-Related Fees | $— | $— | ||||||||||||
Tax Fees | $333,924 | $138,657 | ||||||||||||
All Other Fees | $— | $3,517 | ||||||||||||
Total Fees | $2,544,291 | $1,883,637 |
Audit Fees: Consist of aggregate fees for professional services provided in connection with the audit of our annual consolidated financial statements, and our internal controls over financial reporting, for the review of our quarterly condensed consolidated financial statements, consultations on accounting matters directly related to the audit, comfort letters and consents, and assistance with and review of documents filed with the SEC.
The increase in audit fees was primarily related to the Amendment to Annual Report on Form 10-K/A for the year ended December 31, 2022 filed in August 2023.
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Ron
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Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned (%) | ||||||
5% or greater stockholders: | ||||||||
Muneer A. Satter (1) c/o Alerce Investment Management, L.P. | 15,090,119 | 8.12 | ||||||
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 19355 | 11,238,870 | 6.05 | ||||||
Directors and named executive officers: | ||||||||
Adrian Adams (3) | 176,400 | * | ||||||
Steven K. Burke, M.D. (4) | 992,419 | * | ||||||
John P. Butler (5) | 3,160,675 | 1.68 | ||||||
Michel Dahan (6) | 710,006 | * | ||||||
Ron Frieson (7) | 40,099 | * | ||||||
Steven C. Gilman, Ph.D. (8) | 181,133 | * | ||||||
Nicole R. Hadas (9) | 694,179 | * | ||||||
Michael Rogers (10) | 190,032 | * | ||||||
Cynthia Smith (11) | 136,833 | * | ||||||
David A. Spellman (12) | 885,828 | * | ||||||
Myles Wolf, M.D., M.M.Sc. (13) | 104,227 | * | ||||||
LeAnne A. Zumwalt (14) | 60,148 | * | ||||||
All current directors and executive officers as a group (12 persons) (15) | 7,331,979 | 3.84 |
*Represents beneficial ownership of less than one percent |
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our officers and directors and persons who beneficially own more than 10% of our outstanding Common Stock, or the Reporting Persons, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Stock.
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•the related person’s relationship to the Company and interest in the related person transaction;
the approximate dollar value involved in the related person transaction;
the approximate dollarproposed aggregate value of the related person’s interestperson transaction or, in the case of indebtedness, the amount of principal that would be involved;
•whether the related person transaction was undertaken in the ordinary course of our business;
•whether the terms of the related person transaction are no less favorable to us thanthe terms that could have been reached withavailable to an unrelated third party;
•the purpose of,benefits and the potential benefitsrisks, if any, to us of, the related person transaction; and
•any other information regarding the related person transaction or the related person in the context of the proposed related person transaction that would be material to investors in light of the circumstances of the particular transaction.
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Transactions with Related Persons
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Contacting the Board of Directors
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Akebia Therapeutics, Inc.
Amendment”) is made to the 2023 Stock Incentive Plan (the “Plan”) of Akebia Therapeutics, Inc. (the “Company”). 1.Section 4(a)(1)(A) of the Plan is replaced in its entirety with the following: “19,800,000 shares of Common Stock; and” Except as set forth above, all other terms of the Plan shall remain unchanged and in full force and effect.Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Plan. This Amendment was adopted by the Board of Directors of the Company on April 24, 2024 and was approved by the stockholders of the Company on ________, 2024. A-1 Appendix B Akebia Therapeutics, Inc. 2023 STOCK INCENTIVE PLAN (as amended by Amendment No. 1) 1. Purpose |
The purpose of this 2023 Stock Incentive Plan (the “Plan”) of Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).
2. Eligibility |
All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as the terms consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any successor form) are eligible to be granted Awards (as defined below) under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.” The Plan provides for the following types of awards, each of which is referred to as an “Award”: Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), RSUs (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8) and Cash-Based Awards (as defined in Section 8). Any type of Award may be granted as a Performance Award under Section 9. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.
3. Administration and Delegation |
(a) Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award. All actions and decisions by the Board with respect to the Plan and any Awards shall be made in the Board’s discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.
A-1
determine, provided that the Board shall fix: (i) the maximum number of Awards, and the maximum number of shares issuable upon exercise thereof, that may be issued by such Delegated Persons, (ii) the time period during which such Awards, and during which the shares issuable upon exercise thereof, may be issued, and (iii) the minimum amount of consideration (if any) for which such Awards may be issued, and a minimum amount of consideration for the shares issuable upon exercise thereof; and provided further, that no Delegated Person shall be authorized to grant Awards to itself; and provided further, that no Delegated Person shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1(f) under the Exchange Act).
4. Stock Available for Awards |
(a)
Number of Shares; Share Counting.A-2
(C) if any Award (i) expires or is terminated, surrendered or cancelled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued (including as a result of an SAR or an RSU that was settleable either in cash or in stock actually being settled in cash), the unused Common Stock covered by such Award shall again be available for the grant of Awards; provided, however, that (1) in the case of Incentive Stock Options, the foregoing shall be subject to any limitations under the Code, (2) in the case of the exercise of an SAR, the number of shares counted against the shares available under the Plan shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR upon exercise and (3) the shares covered by a Tandem SAR shall not again become available for grant upon the expiration or termination of such Tandem SAR;
5. Stock Options |
(a)
General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as the Board considers necessary or advisable.A-3
receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Stock Option shall be designated a “Nonstatutory Stock Option.” The Company shall have no liability to a Participant, or any other person, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.
A-4
promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company funds sufficient to pay the exercise price and any required tax withholding;
6. Stock Appreciation Rights |
(a)
General. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of Common Stock (valued in the manner determined or approved by the Board) over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date.A-5
Value of the Common Stock on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the Grant Date Fair Market Value on such future date.
7. Restricted Stock; RSUs |
(a)
General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests or on a deferred basis (“RSUs”).A-6
deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee) or, alternatively, that such shares be issued in book entry only, in the name of the Participant with appropriate transfer and forfeiture restrictions. At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions (or, to the extent the Restricted Stock was issued in book entry, remove the restrictions) to the Participant or if the Participant has died, to his or her Designated Beneficiary (as defined below).
8. Other Stock-Based and Cash-Based Awards |
(a)
General. The Board may grant other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine. The Company may also grant Awards denominated in cash rather than shares of Common Stock (“Cash-Based Awards”).9. Performance Awards. |
(a)
Grants. Awards under the Plan may be made subject to the achievement of performance goals pursuant to this Section 9 (“Performance Awards”).A-7
(b) Performance Measures. The Board may specify that the degree of granting, vesting and/or payout of any Performance Award shall be subject to the achievement of one or more performance measures established by the Board, which may be based on the relative or absolute attainment of specified levels of one or any combination of the following, and which may be determined pursuant to generally accepted accounting principles (“GAAP”) or on a non-GAAP basis, as determined by the Board: net income, earnings before or after discontinued operations, interest, taxes, depreciation and/or amortization, operating profit before or after discontinued operations and/or taxes, sales, sales growth, earnings growth, cash flow or cash position, gross margins, stock price, market share, return on sales, assets, equity or investment,
10.Adjustments for Changes in Common Stock and Certain Other Events |
|
(a)
Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change inA-8
capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the share counting rules set forth in Section 4(a), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding award of Restricted Stock and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding RSU and each Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.
A-9
(v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings); and
A-10
provided to the contrary in the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.
11. General Provisions Applicable to Awards |
(a) Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by a Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; provided, however, that, except with respect to Awards subject to Section 409A and Incentive Stock Options, the Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act for the registration of the sale of the Common Stock subject to such Award to such proposed transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 11(a) shall be deemed to restrict a transfer to the Company.
A-11
statutory minimum withholding tax, the Company may retain such number of shares of Common Stock (up to the number of shares having a fair market value equal to the maximum individual statutory rate of tax (determined or approved by the Company)) as the Company shall determine to be necessary to satisfy the tax liability associated with any Award. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.
12. Miscellaneous |
(a)
No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption of the Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.A-12
Plan (A) materially increasing the number of shares authorized under the Plan (other than pursuant to Section 4(c) or 10), (B) expanding the types of Awards that may be granted under the Plan, or (C) materially expanding the class of participants eligible to participate in the Plan shall be effective unless and until the Company’s stockholders approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 12(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned upon stockholder approval of any amendment to the Plan unless the Award provides that (i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more than 12 months from the date of grant and (2) it may not be exercised or settled (or otherwise result in the issuance of Common Stock) prior to such stockholder approval.
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(h) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than the State of Delaware.
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AKEBIA THERAPEUTICS, INC. 245 FIRST STREET CAMBRIDGE, MA 02142 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 5, 2023. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/AKBA2023 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 5, 2023. 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: V16614-Z85240 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY AKEBIA THERAPEUTICS, INC. For All Withhold All Except For All The Board of Directors recommends you vote FOR the following: 1. Election of three Class III Directors to serve until the company’s 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Nominees: 01) Adrian Adams 02) Michael Rogers 03) LeAnne M. Zumwalt To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For Against Abstain 2. Approval of the Akebia Therapeutics, Inc. 2023 Stock Incentive Plan. 3. Approval, on an advisory basis, of the compensation of the company’s named executive officers, as described in the company’s Proxy Statement. 4. Ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR the election of each director nominee in proposal 1, FOR proposal 2, FOR proposal 3 and FOR proposal 4. If any other matters properly come before the meeting or any adjournment or postponement thereof, the person(s) named in this proxy will vote in their discretion in accordance with applicable law or rule. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com V16615-Z85240 AKEBIA THERAPEUTICS, INC. Annual Meeting of Stockholders June 6, 2023 10:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Nicole R. Hadas, Carolyn Rucci and David A. Spellman, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of common stock of AKEBIA THERAPEUTICS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM EDT on June 6, 2023 over the Internet in a virtual meeting format, via live webcast, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS LISTED ON THE REVERSE SIDE AND FOR PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, THE PERSON(S) NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION IN ACCORDANCE WITH APPLICABLE LAW OR RULE. Continued and to be signed on reverse side