What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Many of our stockholders hold their shares as beneficial owners through a brokerage firm or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially through a broker or other nominee.
•By regular mail at:
Broadridge Corporate Issuer Solutions, Inc.
American Stock Transfer & Trust Company, LLCP.O. Box 1342
6201 15th Avenue
Brooklyn,Brentwood, New York 1121911717
Toll Free: 1-800-937-54491-877-830-4936
•By email at:
shareholder@broadridge.com
•By fax at:
1-215-553-5402
How do I vote?
You may vote by following the instructions set forth in the Notice or on your proxy card or, if you are a beneficial owner, by following the procedures provided by your broker or other nominee. You may access the notice, proxy materials and our annual report to stockholders at www.proxyvote.com.
Can I change my vote or revoke my proxy?
Yes. You can change your vote or revoke your proxy any time before the Annual Meeting by:
•a new vote by Internet or by telephone;
•returning a later-dated proxy card;
•notifying the corporate secretary of Alpine Immune Sciences, Inc., in writing, at the address listed on the front page; or
•attending and voting, virtually via the Internet, during the Annual Meeting.
Attendance at the Annual meeting will not cause your previously granted proxy to be revoked unless you specifically so request.
What is the effect of giving a proxy?
A proxy is your legal designation of another person to vote the stock you own at the Annual Meeting. The person you designate is your “proxy,” and you give your proxy authority to vote your shares by voting by telephone or over the Internet, or if you requested to receive a printed copy of the proxy materials, by submitting the proxy card.
Proxies are solicited by and on behalf of our board of directors, and our board has designated Mitchell H. Gold and Paul Rickey to serve as proxies for the Annual Meeting. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instruction of the stockholder.
If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above.
If any matters not described in the proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares.
If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have properly revoked your proxy instructions, as described above.
Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?
In accordance with the rules of the U.S. Securities and Exchange Commission, or SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report to our stockholders, primarily via the Internet. On or about May 5, 2020,April 29, 2021, we expect to mail to our stockholders the Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting, and how to request printed copies of the proxy materials and annual report.
Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.
What is a quorum — how many shares must be present or represented to conduct business at the Annual Meeting?
A quorum is the minimum number of shares required to be present in person, or by remote communication, if applicable, or represented by proxy at the Annual Meeting for the meeting to be properly held and business to be conducted at the meeting in accordance with our bylaws and Delaware law. If there is no quorum at the Annual Meeting, either the chairperson of the meeting or a majority in voting power of the stockholders entitled to vote who are present in person, or by remote communication, if applicable, or represented by proxy at the meeting may adjourn the meeting to another date. The presence, in person, or by remote communication, if applicable, or represented by proxy, of the holders of a majority in voting power of all issued and outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum at the meeting.
A proxy submitted by a stockholder may indicate that all or a portion of the shares represented by the proxy are not being voted, which is referred to as stockholder withholding, with respect to a particular matter. Similarly, a broker may not be permitted to vote stock, referred to as a broker non-vote, held in street name on a particular matter in the absence of instructions from the beneficial owner of the stock. The shares subject to a proxy that are not being voted on a particular matter because of either stockholder withholding or broker non-vote will count for purposes of determining the presence of a quorum. Abstentions are also counted in the determination of a quorum.
If you are a beneficial owner, your broker or other nominee holder of record is permitted to vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, even if the record holder does not receive voting instructions from you. However, your broker or other nominee holder of record does not have discretionary authority to vote on the election of directors or the approvalany of the amendment to our 2018 Equity Incentive Planother proposals at the Annual Meeting, which are considered non-routine matters, without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on this proposal.these proposals. Accordingly, if you are a beneficial owner, it is particularly important that you provide your instructions for voting your shares on the election of directorsProposals No. 1, 3 and the approval of the amendment to our 2018 Equity Incentive Plan4 to your broker or other nominee.
How many votes are needed for approval of each matter?
•Proposal No. 1 — Election of Class IIIII Directors: The election of directors requires a plurality vote of the shares of common stock voted at the Annual Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. As a result, any shares not voted “FOR” a particular nominee (whether as a result of a stockholder abstention or withholding or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election.
•Proposal No. 2 — Approval of Amendment of the 2018 Equity Incentive Plan: The approval of the amendment of the 2018 Equity Incentive Plan must receive the affirmative “FOR” vote of a majority of the total votes cast affirmatively or negatively (excluding abstentions and broker non-votes) on the proposal to be approved.
Proposal No. 3 — Ratification of the Appointment of Ernst & Young LLP: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year ending December 31, 20202021 must receive the affirmative “FOR” vote of a majority of the total votes cast affirmatively or negatively (excluding abstentions and broker non-votes) on the proposal to be approved.
•Proposal No. 3 – Advisory Vote on Compensation of Named Executive Officers (“Say-on-Pay”): The approval, on an advisory basis, of our named executive officer compensation requires the affirmative "FOR" vote of a majority of the total votes cast affirmatively or negatively (excluding abstentions and broker non-votes) Because this vote is advisory only, it will not be binding on us or on our board of directors. Our board of directors and our compensation committee will consider the outcome of the vote when determining the compensation of our named executive officers.
•Proposal No. 4 – Advisory Vote on Frequency of Advisory Votes on Executive Officer Compensation: The approval, on an advisory basis, of the frequency of future stockholder advisory votes on our named executive officer compensation selected by stockholders will be the frequency that receives the greatest number of votes. Because this vote is advisory only, it will not be binding on us or on our board of directors. Our board of directors and our compensation committee will consider the outcome of the vote when determining how often we should submit to stockholders an advisory vote to approve the compensation of our named executive officers.
Abstentions are not considered votes cast and thus, will not have an effect on Proposals 2 and 3.the foregoing Proposals.
With regard to Proposals 1, 3 and 2,4, broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. Ratification of the selection of our independent registered public accounting firm is considered a routine matter on which a broker or other nominee has discretionary authority to vote. As a result, broker non-votes for Proposal 32 are not expected; however, if any broker non-votes occur, they will not be counted as votes cast and will have no effect on the result of the vote.
How are proxies solicited for the Annual Meeting, and who will bear the cost of the solicitation of proxies?
The board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation, including the cost of preparing, assembling, printing, filing, mailing and otherwise distributing the Notice or proxy materials and soliciting votes for use at the Annual Meeting will be borne by us. If you choose to access the proxy materials or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for any telephone charges you may incur. In addition to the mailing of the Notice or proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.
Is my vote confidential?
Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Alpine Immune Sciences, Inc. or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.
Why is this Annual Meeting being held virtually?
We are continuously exploring technologies and services that will best permit our stockholders to engage with us and exercise their vote, and we have decided to conduct the Annual Meeting via virtual live webcast because we believe it better
achieves these aims than holding a live in-person meeting. We believe that a virtual annual meeting of stockholders provides all of the rights and opportunities for stockholders to participate as they would at an in-person meeting, but offers a greater level of flexibility and access for many of our stockholders who may not be able to attend an annual meeting of stockholders in person, particularly in light of the currentongoing COVID-19 pandemic and related restrictions and guidance on public gatherings. In addition, compared with the cost and inefficiency associated with holding an in-person meeting, a virtual meeting via live webcast offers an attractive alternative. We believe our stockholders’ opportunity to participate in the annual meeting virtually should assuage any concerns about disenfranchisement of our stockholder base as a result of our decision not to hold in-person meetings. You will be able to attend the Annual Meeting online, vote and submit questions, and obtain the information noted above by visiting www.virtualshareholdermeeting.com/ALPN2020.ALPN2021.
How can I submit a question during the Annual Meeting?
If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/ALPN2020,ALPN2021, type your question into the “Ask a Question” field, and click “Submit.” Stockholders are permitted to submit questions during the Annual Meeting via the virtual meeting website, with a limit of one question per stockholder. We will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting. Only questions that are relevant to an agenda item to be voted on by stockholders will be answered. Our virtual meeting website will also contain instructions for accessing technical support to assist in the event a stockholder encounters any difficulties
accessing the virtual meeting. The questions received during the meeting and our answers will be available as soon as practicable after the Annual Meeting on https://ir.alpineimmunesciences.com. The questions and answers will remain available on https://ir.alpineimmunesciences.com for one week after posting.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure approved by the SEC called “householding” to limit duplicate copies of our proxy materials being printed and delivered to stockholders sharing the same household. Under this householding procedure, we send only a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders of record who share the same address unless one of those stockholders notifies us that the stockholder would like a separate copy of the Notice or proxy materials. This householding procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that Alpine Immune Sciences, Inc. only send a single copy, of the Notice and, if applicable, the proxy materials, stockholders may contact us by telephone at (206) 788-4545 or at the following address:
Alpine Immune Sciences, Inc.
Attention: Investor RelationsLegal
188 East Blaine Street, Suite 200
Seattle, Washington 98102
Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our corporate secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 20212022 annual meeting of stockholders, our corporate secretary must receive the written proposal at our principal executive offices not later than January 5,December 30, 2021. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, or the Exchange Act, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:
Alpine Immune Sciences, Inc.
Attention: Corporate Secretary
188 East Blaine Street, Suite 200
Seattle, Washington 98102
Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) specified in a notice of meeting given by or at the direction of the board of directors, (2) if not specified in the notice of meeting, otherwise properly brought before the meeting by or at the direction of our board of directors or the chairperson of the board of directors, or (3) otherwise properly brought before the meeting by a stockholder present in person (a) who is a beneficial owner of our shares both at the time of delivering timely written notice, as provided in our bylaws, and at the time of the annual meeting, who is entitled to vote at the annual meeting, who has delivered timely written notice to our corporate secretary, which notice must contain the information specified in our bylaws, and has otherwise complied with the advance notice procedures in our bylaws in all applicable respects or (b) who properly made such proposal in accordance with Rule 14a-8 under the Exchange Act, and the rules and regulations promulgated thereunder. To be timely for our 20212022 annual meeting of stockholders under our bylaws, our corporate secretary must receive the written notice at our principal executive offices:
•not earlier than February 16, 2021;9, 2022; and
•not later than the close of business on March 18, 2021.
11, 2022.
If we hold our 20212022 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary date of the 20202021 Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no later than the close of business on the later of the following two dates:
•the 90th day prior to such annual meeting; and
•the 10th day following the day on which public disclosure of the date of such meeting is first made.
If, after complying with the provisions above, a stockholder, or such stockholder’s qualified representative, as applicable, does not appear at the annual meeting to present the stockholder’s proposal, we are not required to present the proposal for a vote at such meeting.
Recommendation and Nomination of Director Candidates
You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to the corporate secretary of Alpine Immune Sciences, Inc. at the address set forth above. For more information, see "“Board of Directors and Corporate Governance — Board Committees — Nominating and Corporate Governance Committee."”
In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must be present in person at the annual meeting, a beneficial owner of shares both at the time of delivering timely written notice, as provided in our bylaws, and at the time of the annual meeting, entitled to vote at the annual meeting and have otherwise complied with the advance notice procedures in our bylaws in all applicable respects. Specifically, the stockholder must give timely notice to our corporate secretary in accordance with our bylaws, which, in general, require that the notice be received by our corporate secretary within the time period described above under “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? — Stockholder Proposals” for stockholder proposals that are not intended to be included in our proxy statement, and provide the information required by our bylaws.
Availability of Bylaws
A copy of our bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our corporate secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
Attending the Annual Meeting
Our annual meeting will be held on Tuesday,Wednesday, June 16, 20209, 2021 at 1:30 p.m. Pacific Time. This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the 20202021 Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ALPN2020.ALPN2021. In order to vote or submit a question
during the 20202021 Annual Meeting, you will need to follow the instructions posted at www.proxyvote.com and www.virtualshareholdermeeting.com/ALPN2020ALPN2021 and will need the control number included on your Notice or proxy card. If you do not have a control number, you will be able to listen to the meeting only. You will not be able to vote or submit your questions during the meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our business and affairs are managed under the direction of our board of directors, which is currently composed of eight members. Six of our directors are “independent” under the Nasdaq listing standards. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.
Each director’s term continues until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.
The following table sets forth the names and certain other information for each of the nominees for election as a director and for each of the continuing members of the board of directors as of April 20, 2020.13, 2021.
| | | | | Class | | Age | | Position | | Director Since(8) | | Current Term Expires | | Expiration of Term for Which Nominated | | Class | | Age | | Position | | Director
Since(7) | | Current
Term
Expires | | Expiration
of Term
for Which
Nominated |
| Nominees | | | | Nominees | | | | | | | | | | | | |
Mitchell H. Gold, M.D.
| | II | | 53 |
| | Executive Chairman and Chief Executive Officer | | 2017 | | 2020 | | 2023 | |
| Jay Venkatesan, M.D. | | II | | 48 |
| | Director | | 2017 | | 2020 | | 2023 | |
| Xiangmin Cui, Ph.D.(4)(7) | | II | | 51 |
| | Director | | 2019 | | 2020 | | 2023 | |
| Continuing Directors | | | | |
| Peter Thompson, M.D.(1)(2) | | I | | 60 |
| | Director | | 2017 | | 2022 | | — | |
| Paul Sekhri(2)(3) | | I | | 61 |
| | Director | | 2016 | | 2022 | | — | |
| Robert Conway(4)(5) | | III | | 66 |
| | Director | | 2015 | | 2021 | | — | Robert Conway(4)(5) | | III | | 67 | | | Director | | 2015 | | 2021 | | 2024 |
| James N. Topper, M.D., Ph.D.(6) | | III | | 58 |
| | Director | | 2017 | | 2021 | | — | James N. Topper, M.D., Ph.D.(6) | | III | | 59 | | | Director | | 2017 | | 2021 | | 2024 |
| Christopher Peetz(3) | | III | | 41 |
| | Director | | 2018 | | 2021 | | — | Christopher Peetz(3) | | III | | 42 | | | Director | | 2018 | | 2021 | | 2024 |
| Continuing Directors | | Continuing Directors | |
| Peter Thompson, M.D.(1)(2) | | Peter Thompson, M.D.(1)(2) | | I | | 61 | | | Director | | 2017 | | 2022 | | — |
| Natasha Hernday(3) | | Natasha Hernday(3) | | I | | 49 | | | Director | | 2020 | | 2022 | | — |
Mitchell H. Gold, M.D.
| | Mitchell H. Gold, M.D.
| | II | | 54 | | | Executive Chairman and
Chief Executive Officer | | 2017 | | 2023 | | — |
| Jay Venkatesan, M.D. | | Jay Venkatesan, M.D. | | II | | 49 | | | Director | | 2017 | | 2023 | | — |
| Xiangmin Cui, Ph.D.(2)(4) | | Xiangmin Cui, Ph.D.(2)(4) | | II | | 52 | | | Director | | 2019 | | 2023 | | — |
| |
(1) | Chairman of the nominating and corporate governance committee. |
| |
(2) | Member of the compensation committee. |
| |
(3) | Member of the audit committee. |
| |
(4) | Member of the nominating and corporate governance committee. |
| |
(5) | Chairman of the audit committee. |
| |
(6) | Chairman of the compensation committee. |
| |
(7) | Effective January 18, 2019, Dr. Cui joined our board of directors and effective March 26, 2019, Dr. Cui replaced Mr. Sekhri as a member of the nominating and corporate governance committee. |
| |
(8) | (1)Chairman of the nominating and corporate governance committee. (2)Member of the compensation committee. (3)Member of the audit committee. (4)Member of the nominating and corporate governance committee. (5)Chairman of the audit committee. (6)Chairman of the compensation committee. (7)Represents first year of service on the board of directors of Nivalis Therapeutics, Inc., renamed as Alpine Immune Sciences, Inc. in July 2017. |
Nominees for Director
Mitchell H. Gold, M.D. has served as our executive chairman, chief executive officer and a member of our board of directors since the completion of the merger of Nivalis Therapeutics, Inc. (which we refer to as Nivalis) and, renamed as Alpine Immune Sciences, Inc. (which we refer to as Private Alpine) in July 2017 and prior to the merger served as Private Alpine’s chief executive officer since June 2016 and as Private Alpine’s executive chairman and member of Private Alpine’s board of directors since January 2015. Prior to co-founding Private Alpine, Dr. Gold was Chairman and Founder of Alpine Biosciences, a privately-held biotech company, from 2012 to 2014. From 2001 to 2012, Dr. Gold served in a variety of roles with Dendreon Corporation (which was acquired by Valeant Pharmaceuticals International, Inc. through an asset purchase agreement), including President, Chief Executive Officer, and Chairman of the board of directors. Earlier in his career, Dr. Gold served as Vice President of Business Development at Data Critical from 2000 to 2001. From 1995 to 2000, Dr. Gold was President and Chief Executive Officer of Elixis Corporation. Dr. Gold is currently a Managing Partner at Alpine BioVentures. Dr. Gold holds an M.D. from Rush Medical College of Rush University Medical Center and a B.S. in Biology from the University of Wisconsin.2017.
We believe that Dr. Gold possesses specific attributes that qualify him to serve as a member of our board of directors, including more than 20 years of experience in senior executive management roles with both early stage and public biopharmaceutical companies.Nominees for Director
Jay Venkatesan, M.D.Robert Conway has served as a member of our board of directors since the completion of the merger of Nivalis and Private Alpine in July 2017 served as our president from July 2017 to August 2018 and previously served as Private Alpine’s chief executive officer from November 2015 to June 2016 and Private Alpine’s president from June 2016 to July 2017. Dr. Venkatesan also served as a member of Private Alpine’s board of directors since November 2015. Since May 2018, Dr. Venkatesan has served as chief executive officer and a member of the board of directors of Angion Biomedica, Inc.Nivalis since April 2015. From 1999 to 2012, Mr. Conway served as the chief executive officer and member of the board of directors of Array BioPharma (Nasdaq: ARRY), a private pharmaceuticalpublicly traded biopharmaceutical company. Prior to joining Private Alpine, Dr. VenkatesanArray, Mr. Conway was the chief operating officer and executive vice president of Hill Top Research, from 1996 to 1999. From 1979 until 1996, Mr. Conway held various executive positions for Corning Inc. (NYSE: GLW), including corporate vice president and general manager of Oncothyreon, Inc. (now Cascadian Therapeutics, which was acquired by Seattle Genetics, Inc. in March 2018) from August 2014 to May 2015 following Oncothyreon’s acquisition of Alpine Biosciences, where heCorning Hazleton, a contract research organization. Since 2013, Mr. Conway has served as co-founder and chief executive officer. Previously, Dr. Venkatesan was the founder, portfolio manager, and managing director of Ayer Capital Management, a global healthcare equity fund from 2008 to 2013. Prior to that, he was a director at Brookside Capital Partners from 2002 to 2007. Earlier in his career, Dr. Venkatesan was involved in healthcare investing at Partricof & Co. Ventures from 1995 to 1996 and consulting at McKinsey & Company from 1993 to 1995. Dr. Venkatesan is currently a managing partner at Alpine BioVentures. In addition, Dr. Venkatesan currently serves on the board of directors of CellBioTherapyARCA BioPharma (Nasdaq: ABIO), a publicly traded biopharmaceutical company, and Exicure Therapeuticswas elected Chairman in June 2014. From 2004 to 2013, Mr. Conway served on the board of directors of PRA International (Nasdaq: XCUR). Dr. Venkatesan received an M.D. from the UniversityPRAH), which was a public company for a portion of Pennsylvania School of Medicine, an M.B.A. from the Wharton Schoolhis tenure there. Mr. Conway is also a member of the board of directors of Signant Health and Advarra, Inc., private clinical technology companies. In addition, Mr. Conway is a member of the strategic advisory committee of Genstar Capital. Mr. Conway received a B.S. in accounting from Marquette University in 1976.
We believe that Dr. Venkatesan possesses specific attributes that qualifyMr. Conway’s experience and expertise in the pharmaceutical industry, pharmaceutical development and clinical trials, and corporate finance, governance, accounting and public company compliance give him the qualifications and skills to serve as a member ofon our board of directors, including his experience on the boards of and in management positions with biopharmaceutical companies, including publicly-traded companies.directors.
Xiangmin Cui,James N. Topper, M.D., Ph.D. has served as a member of our board of directors since January 2019. Dr. Cui has served as managing directorthe completion of Decheng Capital, an investment firm focused on life sciences companies, since he founded the firmmerger of Nivalis and Alpine in 2011. PriorJuly 2017 and prior to founding Decheng, Dr. Cui was an investment partner at Bay City Capital, an international life science venture capital firm in San Francisco. Dr. Cui was previously director of strategic investment for the Southern Research Institute, a not-for-profit research organization. Prior to that, Dr. Cui co-founded Pan Pacific Pharmaceuticals and Hucon Biopharmaceuticals, where he led efforts in discovery and development of several key technologies in the fields of oncology, cardiology, infectious and inflammatory diseases. Dr. Cui hasmerger served as a member of the board of directors of ARMO BioSciences,Alpine since June 2016. Dr. Topper has been a partner with Frazier Healthcare Partners since August 2003, serving as general partner since 2005. Before joining Frazier Healthcare Partners, Dr. Topper served as head of the cardiovascular research and development division of Millennium Pharmaceuticals, Inc., a publicly-traded immuno-oncology company acquired by Eli Lilly and Companyran Millennium San Francisco (formerly COR Therapeutics, Inc.) from 2002 to 2003. Before the merger of COR and Millennium in May 2018,2002, Dr. Topper served as the vice president of biology at COR from August 20171999 to May 2018, and also2002. Dr. Topper currently serves as a member of the board of directors of AnaptysBio, Inc. (Nasdaq: ANAB), Allena Pharmaceuticals (Nasdaq: ALNA), Phanthom Pharmaceuticals, Inc. (Nasdaq: PHAT), and Frazier Life Sciences Acquisition Corporation (Nasdaq: FLAC), and has served on thenumerous other boards of directors, of several private companies.including Aptinyx, Inc. (Nasdaq: APTX), Entasis Therapeutics Holdings Inc. (Nasdaq: ETTX), Sierra Oncology, Inc. (formerly ProNai) (Nasdaq: SRRA), Amicus Therapeutics, Inc. (Nasdaq: FOLD), Portola Pharmaceuticals, Inc. (Nasdaq: PTLA), and La Jolla Pharmaceutical Company (Nasdaq: LJPC). Dr. Cui holds aTopper received his M.D. and Ph.D. in Cancer Biologybiophysics from Stanford University and a BS and MShis B.S. in Molecular Biologybiology from Peking University.the University of Michigan.
We believe that Dr. Cui’s venture capital and managementTopper’s experience overseeing Frazier Healthcare Partners’ investments in biotechnology, his experience in the pharmaceuticalssenior management positions, and his significant knowledge of industry, provides himmedical and scientific matters, provide Dr. Topper with the qualifications and skills necessary to serve on our board of directors.
Christopher Peetz has served as a member of our board of directors. Dr. Cui was appointeddirectors since April 2018. Mr. Peetz has been the president and chief executive officer of Mirum Pharmaceuticals, Inc. since March 2019 and president since November 2018. He has served as an entrepreneur-in-residence at Frazier Healthcare Partners since May 2017. He served as the chief executive officer of Flashlight Therapeutics, Inc. from May 2017 until December 2019 and served as chief financial officer and head of corporate development at Tobira Therapeutics, Inc., a publicly-traded biotechnology company acquired by Allergan plc in November 2016, from May 2014 to December 2016. Prior to joining Tobira Therapeutics, Mr. Peetz served as vice president, finance & corporate development of Jennerex Biotherapeutics, a private biopharmaceutical company. Prior to Jennerex, Mr. Peetz held various positions at Onyx Pharmaceuticals, Inc. (now Amgen), including oversight of financial planning and analysis, corporate strategy, product lifecycle management and commercial roles. Prior to Onyx, Mr. Peetz provided merger and acquisition advisory services at LaSalle Corporate Finance, a part of ABN AMRO, and held positions at Abgenix Inc. and Solazyme Inc. Mr. Peetz received an MBA from Stanford Graduate School of Business and a B.S.B.A. in Finance, International Business and French from Washington University in St. Louis.
We believe Mr. Peetz’ experience in senior management positions in both business and finance and his experience supporting various corporate and financing transactions provide him with the Board pursuantqualifications and skills to the termsserve on our board of the securities purchase agreement relating to our January 2019 private placement.directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Continuing Directors
Class I Directors Continuing in Office until the 2022 Annual Meeting of Stockholders
Paul SekhriNatasha Hernday has served as a member of our board of directors since the completion of the merger of NivalisDecember 2020. Ms. Hernday has served as Executive Vice President, Corporate Development and Private Alpine in July 2017 and previously served as a member of the board of directors of NivalisExecutive Committee for the publicly traded biotechnology company Seagen, Inc. (Nasdaq: SGEN), since February 2016. Mr. Sekhri has been the president and chief executive officer of eGenesis, Inc., a private life sciences company, since January 2019. Before Mr. Sekhri joined eGenesis, he was the president and chief executive officer of Lycera Corp., a private biopharmaceutical company from February 2015 through January 2019. Prior to this position, heOctober 2020, where she previously served as senior vice president, integrated care for SanofiSenior Vice President of Corporate Development from April 2014 through January 2015,September 2017 to October 2020 and as group executive vice president, globalVice President, Corporate Development from January 2011 to September 2017. Since joining Seagen in 2011, Ms. Hernday has built and led the business development team responsible for licensing deals, acquisitions and chief strategy officer for Teva Pharmaceutical Industries, Ltd. from March 2013 to March 2014. Prior to joining Teva, Mr. Sekhri spent five years from January 2009 to February 2013,strategic alliances. From 1994 through 2010, after starting her career in molecular and mammalian cell biology, Ms. Hernday served in various roles of increasing responsibility at Amgen Inc., including as operating partnerDirector, Mergers & Acquisitions and head of the biotechnology operating group at TPG Biotech, the life sciences venture capital arm of TPG Capital. From 2004 to 2009 Mr. Sekhri was founder, president, and chief executive officer of Cerimon Pharmaceuticals, Inc. Prior to founding Cerimon, Mr. Sekhri was president and chief business officer of ARIAD Pharmaceuticals, Inc. Previously, Mr. Sekhri spent four years at Novartis, as senior vice president, and head of global search and evaluation, business development and licensing for Novartis Pharma AG.
Mr. Sekhri has been a directorDirector, Out-Partnering. She also serves on more than 24 private and public company boards, and is currently a member of the board of directors of Veeva SystemsXoma Corp. (Nasdaq: XOMA) and PDL BioPharma, Inc. Mr. Sekhri is also the chairman of the board of Pharming N.V., Petra Pharma, Inc., Topas Therapeutics GmbH, and Compugen Ltd. Additionally, he serves on several non-profit boards including the BioExec Institute, Inc., the TB Alliance, Young Concert Artists, Inc., The English Concert in America (TECA)(Nasdaq: PDLI), and on the Caramoor CenterKnight Campus External Advisory Board for Musicthe University of Oregon. Ms. Hernday received her BA in microbiology from the University of California at Santa Barbara and MBA from Pepperdine University.
We believe that Ms. Hernday’s experience and expertise in the Arts. Mr. Sekhri also servedpharmaceuticals industry provides her with the qualifications necessary to serve as a member of the board of trustees of Carnegie Hall from 2010 to 2012, where he is now an active member of their Patrons Council.
We believe that Mr. Sekhri’s extensive experience in operational and strategic drug development and his outstanding reputation and expertise in the biomedical community give him the qualifications and skills to serve as a director on our board of directors.
Peter Thompson, M.D. has served as a member of our board of directors since the completion of the merger of Nivalis and Private Alpine in July 2017 and previously served as a member of the board of directors of Private Alpine since June 2016. Dr. Thompson currently serves as a private equity partner for OrbiMed Advisors LLC, an investment firm focused on the healthcare sector, where he has also served as venture partner since joining in September 2010. Dr. Thompson is a co-founder of and has served as a member of the board of directors of Corvus Pharmaceuticals, Inc. (Nasdaq: CRVS) since December 2014. Dr. Thompson has served as a director of Decibel Therapeutics, Inc. (Nasdaq: DBTX) since November 2020, as director of PMV Pharmaceuticals, Inc. (Nasdaq; PMVP) since November 2014, and as a director of Silverback Therapeutics, Inc. (Nasdaq: SBTX) since April 2016. Dr. Thompson also served as a director of Adaptimmune Therapeutics plc (Nasdaq: ADAP), a biopharmaceutical company, from 2014 until June 2018. Dr. Thompson has served2018, as a member of the board of directors of Prevail Therapeutics Inc. (Nasdaq: PRVL) sincefrom October 2017 until January 2021, and as a member of the board of directors of Synthorx, Inc. (Nasdaq: THOR) from April 2018 to January 2020. He also currently serves on the boards of directors of several private companies. Dr. Thompson is a board-certified internist and oncologist and has served as Affiliate Professor of Neurosurgery at the University of Washington since 2010. Dr. Thompson co-founded and served as the chief executive officer of Trubion Pharmaceuticals, Inc., a biopharmaceutical company, from 2002 to 2009. Dr. Thompson previously held executive positions at Chiron Corporation and Becton Dickinson and served on the faculty of the National Cancer Institute following his medical staff fellowship there. Dr. Thompson holds a Sc. B. in Molecular Biology and Mathematics from Brown University and an M.D. from Brown University Medical School.
We believe that Dr. Thompson’s venture capital and management experience in the pharmaceuticals industry provides him with the qualifications and skills necessary to serve as a member of our board of directors.
Class IIIII Directors Continuing in Office until the 20212023 Annual Meeting of Stockholders
Robert ConwayMitchell H. Gold, M.D. has served as our executive chairman, chief executive officer and a member of our board of directors since the completion of the merger of Nivalis and Alpine in July 2017 and prior to the merger served as Alpine’s chief executive officer since June 2016 and as Alpine’s executive chairman and member of Alpine’s board of directors since January 2015. Prior to co-founding Alpine, Dr. Gold was Chairman and Founder of Alpine Biosciences, a privately-held biotech company, from 2012 to 2014. From 2001 to 2012, Dr. Gold served in a variety of roles with Dendreon Corporation (which was acquired by Valeant Pharmaceuticals International, Inc. through an asset purchase agreement), including President, Chief Executive Officer, and Chairman of the board of directors. Earlier in his career, Dr. Gold served as Vice President of Business Development at Data Critical from 2000 to 2001. From 1995 to 2000, Dr. Gold was President and Chief Executive Officer of Elixis Corporation. Dr. Gold is currently a Managing Partner at Alpine BioVentures. Dr. Gold holds an M.D. from Rush Medical College of Rush University Medical Center and a B.S. in Biology from the University of Wisconsin.
We believe that Dr. Gold possesses specific attributes that qualify him to serve as a member of our board of directors, including more than 20 years of experience in senior executive management roles with both early stage and public biopharmaceutical companies.
Jay Venkatesan, M.D. has served as a member of our board of directors since the completion of the merger of Nivalis and Private Alpine in July 2017, served as our president from July 2017 to August 2018 and previously served as Alpine’s chief executive officer from November 2015 to June 2016 and Alpine’s president from June 2016 to July 2017. Dr. Venkatesan also served as a member of Alpine’s board of directors since November 2015. Since May 2018, Dr. Venkatesan has served as chief executive officer and a member of the board of directors of Nivalis since April 2015. From 1999 to 2012, Mr. Conway served as the chief executive officer and member of the board of directors of Array BioPharma (Nasdaq: ARRY)Angion Biomedica, Inc., a publicly traded biopharmaceuticalprivate pharmaceutical company. Prior to joining Array, Mr. ConwayAlpine, Dr. Venkatesan was the chief operating officer and executive vice president of Hill Top Research, from 1996 to 1999. From 1979 until 1996, Mr. Conway held various executive positions for Corning Inc. (NYSE: GLW), including corporate vice president and general manager of Corning Hazleton,Oncothyreon, Inc. (now Cascadian Therapeutics, which was acquired by Seattle Genetics, Inc. in March 2018) from August 2014 to May 2015 following Oncothyreon’s acquisition of Alpine Biosciences, where he served as co-founder and chief executive officer. Previously, Dr. Venkatesan was the founder, portfolio manager, and managing director of Ayer Capital Management, a contract research organization. Since 2013, Mr. Conway hasglobal healthcare equity fund from 2008 to 2013. Prior to that, he was a director at Brookside Capital Partners from 2002 to 2007. Earlier in his career, Dr. Venkatesan was involved in healthcare investing at Partricof & Co. Ventures from 1995 to 1996 and consulting at McKinsey & Company from 1993 to 1995. Dr. Venkatesan is currently a managing partner at Alpine BioVentures. In addition, Dr. Venkatesan currently serves on the board of directors of CellBioTherapy and served on the board of directors of ARCA BioPharmaExicure Therapeutics (Nasdaq: ABIO), a publicly traded biopharmaceutical company, and was elected Chairman in June 2014. From 2004 to 2013, Mr. Conway served onXCUR) until December 2020. Dr. Venkatesan received an M.D. from the boardUniversity of directorsPennsylvania School of PRA International (Nasdaq: PRAH), which was a public company for a portion of his tenure there. Mr. Conway is also a memberMedicine, an M.B.A. from the Wharton School of the boardUniversity of directors of Signant HealthPennsylvania, and Advarra, Inc., private clinical
technology companies. In addition, Mr. Conway is a member of the strategic advisory committee of Genstar Capital. Mr. Conway received a B.S.B.A. in accountingChemistry from Marquette University in 1976.Williams College.
We believe that Mr. Conway’s experience and expertise in the pharmaceutical industry, pharmaceutical development and clinical trials, and corporate finance, governance, accounting and public company compliance giveDr. Venkatesan possesses specific attributes that qualify him the qualifications and skills to serve onas a member of our board of directors.directors, including his experience on the boards of and in management positions with biopharmaceutical companies, including publicly-traded companies.
James N. Topper, M.D.,Xiangmin Cui, Ph.D. has served as a member of our board of directors since January 2019. Dr. Cui has served as managing director of Decheng Capital, an investment firm focused on life sciences companies, since he founded the completionfirm in 2011. Prior to founding Decheng, Dr. Cui was an investment partner at Bay City Capital, an international life science venture capital firm in San Francisco. Dr. Cui was previously director of strategic investment for the mergerSouthern Research Institute, a not-for-profit research organization. Prior to that, Dr. Cui co-founded Pan Pacific Pharmaceuticals and Hucon Biopharmaceuticals, where he led efforts in discovery and development of Nivalisseveral key technologies in the fields of oncology, cardiology, infectious and Private Alpine in July 2017 and prior to the mergerinflammatory diseases. Dr. Cui has served as a member of the board of directors of Private Alpine since June 2016. Dr. Topper has beenARMO BioSciences, Inc., a partner with Frazier Healthcare Partners sincepublicly-traded immuno-oncology company acquired by Eli Lilly and Company in May 2018, from August 2003, serving as general partner since 2005. Before joining Frazier Healthcare Partners, Dr. Topper served as head of the cardiovascular research2017 to May 2018, and development division of Millennium Pharmaceuticals, Inc. and ran Millennium San Francisco (formerly COR Therapeutics, Inc.) from 2002 to 2003. Before the merger of COR and Millennium in 2002, Dr. Topper served as the vice president of biology at COR from 1999 to 2002. Dr. Topperalso currently serves as a member ofon the boardboards of directors of AnaptysBio, Inc. (Nasdaq: ANAB), Allena Pharmaceuticals (Nasdaq: ALNA), Aptinyx, Inc. (Nasdaq: APTX) and Entasis Therapeutics Holdings Inc. (Nasdaq: ETTX) and has served on numerous other boards of directors, including Sierra Oncology, Inc. (formerly ProNai) (Nasdaq: SRRA), Amicus Therapeutics, Inc. (Nasdaq: FOLD), Portola Pharmaceuticals, Inc. (Nasdaq: PTLA), and La Jolla Pharmaceutical Company (Nasdaq: LJPC).several private companies. Dr. Topper received his M.D. andCui holds a Ph.D. in biophysicsCancer Biology from Stanford University and his B.S.a BS and MS in biologyMolecular Biology from the University of Michigan.Peking University.
We believe that Dr. Topper’s experience overseeing Frazier Healthcare Partners’ investments in biotechnology, hisCui’s venture capital and management experience in senior management positions, and his significant knowledge ofthe pharmaceuticals industry medical and scientific matters, provide Dr. Topperprovides him with the qualifications and skills necessary to serve on our board of directors.
Christopher Peetz has served as a member of our board of directors since April 2018. Mr. Peetz has beendirectors. Dr. Cui was appointed to the president and chief executive officerBoard pursuant to the terms of Mirum Pharmaceuticals, Inc. since Marchthe securities purchase agreement relating to our January 2019 and president since November 2018. He has served as an entrepreneur-in-residence at Frazier Healthcare Partners since May 2017. He served as the chief executive officer of Flashlight Therapeutics, Inc. from May 2017 until December 2019 and served as chief financial officer and head of corporate development at Tobira Therapeutics, Inc., a publicly-traded biotechnology company acquired by Allergan plc in November 2016, from May 2014 to December 2016. Prior to joining Tobira Therapeutics, Mr. Peetz served as vice president, finance & corporate development of Jennerex Biotherapeutics, a private biopharmaceutical company. Prior to Jennerex, Mr. Peetz held various positions at Onyx Pharmaceuticals, Inc. (now Amgen), including oversight of financial planning and analysis, corporate strategy, product lifecycle management and commercial roles. Prior to Onyx, Mr. Peetz provided merger and acquisition advisory services at LaSalle Corporate Finance, a part of ABN AMRO, and held positions at Abgenix Inc. and Solazyme Inc. Mr. Peetz received an MBA from Stanford Graduate School of Business and a B.S.B.A. in Finance, International Business and French from Washington University in St. Louis.placement.
We believe Mr. Peetz’s experience in senior management positions in both business and finance and his experience supporting various corporate and financing transactions provide him with the qualifications and skills to serve on our board of directors.
Director Independence
Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of current directors and considered whether any such director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each current director concerning his or her background, employment and affiliations, including family relationships, the board of directors has determined that none of our current directors, except for Drs. Gold and Venkatesan, have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the rules of the Nasdaq. The board of directors also determined that Messrs. Conway (chairman), SekhriHernday and Peetz, who comprise our audit committee, Drs. Topper (chairman) and Thompson and Mr. Sekhri,Dr. Cui, who comprise our compensation committee, and Drs. Thompson (chairman) and Cui and Mr. Conway, who comprise our nominating and corporate governance committee, and Mr. Sekhri, who was a member of our audit and compensation committees until his resignation effective December 10, 2020, satisfy the independence standards for those committees established by applicable SEC rules and the rules of Nasdaq.
Board Leadership Structure
Our board of directors believes that having a combined chairman and chief executive officer, along with a lead independent director, is the appropriate leadership structure for us at this point in our company’s development. We believe that this structure provides appropriate leadership and oversight of our company and facilitates effective functioning of both
management and the board. Our corporate governance guidelines are posted on our website at https://ir.alpineimmunesciences.com/governance.
Board Meetings
During the fiscal year ended December 31, 2019,2020, our board of directors held sixeight meetings. Aside from Dr. Cui, noNo director attended fewer than 75% of the total number of meetings of the board of directors and the committees of which he wasthey were a member.
In order to promote open discussion among independent directors, our board of directors has a policy of holding regular executive sessions of non-management directors during each regularly scheduled board meeting and an executive session including only independent directors at least once each year (and at such other times as requested by an independent director). The chair of the nominating and corporate governance committee presides at executive sessions of independent directors.
Attendance of Directors at Annual Meetings of Stockholders
Pursuant to our corporate governance guidelines, absent unusual circumstances, each director is expected to attend the annual meeting of stockholders. TwoFive of our directors attended our 20192020 annual meeting of stockholders.
Board Committees
Our board of directors has three standing committees — an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. The nominating and corporate governance committee and the board of directors evaluate committee membership at least annually. Our board of directors may from time to time establish other committees.
Audit Committee
The responsibilities of the audit committee include, but are not limited to, the following:
•meeting with our independent auditors, our management team and such other personnel as it deems appropriate to conduct and assist with certain audit committee functions;
•overseeing our accounting and financial reporting processes and audits of its financial statements;
•deciding whether to appoint, retain or terminate our independent auditors, including the sole authority to approve all audit engagement fees and terms and to pre-approve all audit and permitted non-audit and tax services to be provided by the independent auditors;
•reviewing and discussing with management and our independent auditors the financial statements, including certain disclosures, addressing any issues encountered in the course of the audit work, and evaluating the performance of our independent auditors;
•discussing with management our earnings press releases, financial information and any earnings guidance provided to analysts and ratings agencies;
•discussing with management and the internal auditors (if any) our disclosure controls, internal accounting and financial controls and accounting policies and practices;
•discussing with management any outsourcing of the internal audit function (if any), including selection of vendor, fees paid and areas to be audited;
•establishing procedures for the receipt, retention and treatment of complaints received by us regarding certain accounting or audit matters;
•establishing policies governing the hiring by us of any current or former employee of our independent auditors;
•reviewing our compliance with applicable laws and regulations and to review and oversee our policies and procedures designed to promote and monitor regulatory compliance;
•obtaining assurance from the independent auditors that the audit of the financial statements was conducted in a manner consistent with Section 10A of the Exchange Act;
•reviewing, approving and overseeing transactions between us and any related person and any other potential conflict of interest situation;
•administering our Whistleblower and Non-Retaliation Policy and responding to and resolving related complaints or concerns;
•overseeing portions of our Code of Business Conduct and Ethics as designated by our board of directors;
•providing our board of directors with the results of its monitoring and recommendations derived from its responsibilities;
•reviewing and approving our investment policy;
•providing the independent and internal auditors with access to the board of directors; and
•producing the report required to be prepared for inclusion in our annual proxy statement.
Since December 10, 2020,the audit committee consistshas consisted of three directors: Messrs. Conway (chairman) and Peetz and Ms. Hernday. From January 1, 2020 until December 10, 2020, the audit committee was comprised of Messrs. Conway (chairman), Peetz and Sekhri. Our board of directors has determined that Mr. Conway is an “audit committee financial expert” as defined in the SEC rules and made a qualitative assessment of Mr. Conway’s level of knowledge and experience based on several factors, including his prior experience, business acumen and independence. Our board of directors has concluded that the composition of the audit committee meets the requirements for independence under the rules and regulations of Nasdaq and the SEC.
The audit committee met four times during 2019.2020. The audit committee also meets periodically with our outside auditors without management present, at such times as it deems appropriate. Our board of directors has adopted a written charter for the audit committee in compliance with the applicable rules of the SEC and the Nasdaq listing standards and which is available on our website at https://ir.alpineimmunesciences.com/governance.
Compensation Committee
The compensation committee acts on behalf of the board of directors to review, adopt and oversee our compensation strategy, policies, plans and programs, and its responsibilities include the following:
•setting our compensation strategy and policies for our executive officers and directors;
•reviewing and approving our corporate goals and objectives relative to the compensation of our executive officers and evaluating our executive officers’ performance in light of those goals and objectives;
•reviewing and determining, or making recommendations to our board of directors to determine, the base salary, the annual and long-term incentive opportunity and level and related goals and any supplemental benefits or prerequisites for our executive officers;
•reviewing and approving, or making recommendations to our board of directors to approve, the employment arrangements, severance arrangements, change in control arrangements, and other similar arrangements for our executive officers;
•reviewing and making recommendations to our board of directors regarding compensation plans for directors, executive officers and other officers, including incentive-compensation plans and equity-based plans;
•granting equity awards under our equity-based compensation plans, with limited authority to delegate such functions;
•reviewing and discussing certain risk incentives related to incentive compensation granted to our executive officers;
•discussing and reviewing whether the incentive compensation arrangements for our executive officers promote appropriate approaches to the management and mitigation of risk;
•overseeing and assisting in the preparation of select portions of our proxy statements and annual reports related to compensation;
•reviewing director and committee member compensation and recommending any changes to our board of directors;
•considering and recommending to the board of directors the frequency of the advisory vote on executive compensation; and
•authorizing share repurchases from terminated service providers.
TheSince December 10, 2020, the compensation committee consistshas consisted of three directors: Drs. Topper (chairman), Cui and Thompson. From January 1, 2020 until December 10, 2020, the compensation committee was comprised of Drs. Topper (chairman) and Thompson and Mr. Sekhri. Our board of directors has affirmatively determined that all members of the compensation committee are independent, as independence is currently defined in the Nasdaq listing standards. The compensation committee met fourthree times during the 20192020 fiscal year. The compensation committee has adopted a written charter that is available to stockholders on our website at https://ir.alpineimmunesciences.com/governance.
Nominating and Corporate Governance Committee
The purpose of our nominating and corporate governance committee will be to assist our board of directors in discharging its responsibilities relating to:
•making recommendations to our board of directors regarding the qualifications, qualities, skills, expertise, characteristics, experience and other criteria required for members of our board of directors;
•identifying, evaluating and recommending individuals as members of our board of directors;
•making recommendations to our board of directors the nominees for submission to stockholders for approval at the time of the annual meeting of stockholders;
•making recommendations to our board of directors regarding the members of our board of directors to serve as committee members and chairpersons of each of our committees of the board of directors; and
•making recommendations to our board of directors regarding board composition, size, and leadership structure.
Since March 26, 2019, theThe nominating and corporate governance committee has consistedconsists of three directors; Drs. Thompson (chairman) and Cui and Mr. Conway. From July 24, 2017 until March 26, 2019, the nominating and corporate governance committee was comprised of Dr. Thompson (chairman) and Messrs. Conway and Sekhri. All members of the nominating and corporate governance committee in 20192020 were independent (as currently defined in the Nasdaq listing standards). The nominating and corporate governance committee met twothree times during 2019.2020. Our board of directors has adopted a written charter for the nominating and corporate governance committee that is available to stockholders on our website at http://www.alpineimmunesciences.com.
The nominating and corporate governance committee selects as candidates for appointment or nomination to the board of directors, individuals of high personal and professional integrity and ability who can contribute to the board of directors’ effectiveness in serving the interests of our stockholders. Director nominees are expected to have considerable management experience that would be relevant to our current and expected future business directions, a track record of accomplishment and a commitment to ethical business practices. The nominating and corporate governance committee also considers diversity in professional experience and skill sets in identifying nominees for director. Our board of directors, along with the nominating and corporate governance committee, utilizes its own resources to identify qualified candidates that meet these criteria to join our board of directors and may, in the future, use an executive recruiting firm to assist in the identification and evaluation of such qualified candidates. For these services, an executive recruiting firm may be paid a fee.
The nominating and corporate governance committee has not established a procedure for considering director candidates recommended by our stockholders, but intends to evaluate candidates nominated by stockholders in the same manner as other candidates. Our board of directors and nominating and corporate governance committee believe that they can identify appropriate candidates for our board of directors. If deemed appropriate, we may also engage a professional search firm to assist in the identification of candidates for our board of directors.
Stockholders may nominate candidates for director in accordance with the advance notice and other procedures contained in our amended and restated bylaws.
The responsibilities of the nominating and corporate governance committee relating to corporate governance include, but are not limited to, the following:
•developing and recommending to our board of directors the governance principles applicable to us;
•overseeing compliance with our Corporate Governance Guidelines and recommending proposed changes, if appropriate;
•reviewing and assessing the effectiveness of our compliance programs;
•considering and making recommendations regarding resignation offered by a member of our board of directors;
•identify and make recommendations regarding the selection and approval of vacancies on our board of directors;
•developing and recommending independence standards applicable to our board of directors;
•overseeing orientation and continuing education for our board of directors;
•developing procedures for stockholders and other interested parties to communicate with our board of directors; and
•overseeing the succession planning process for management.
Additional responsibilities of the nominating and corporate governance committee include, but are not limited to, the following:
•developing, administering and overseeing an annual performance review of our board of directors; and
•working with other committees of our board of directors to ensure effective and consistent processes for annual committee performance evaluations.
Considerations in Evaluating Director Nominees
Our board of directors has adopted a process for identifying and evaluating director nominees. Before recommending an individual to the board of directors for board membership, the nominating and corporate governance committee confers with its members, other directors and our management team for potential candidates for the board. The nominating and corporate governance committee also uses its network of contacts to identify potential candidates and, if it deems appropriate, may also engage a professional search firm. The nominating and corporate governance committee will consider stockholders’ recommendations for nominees to serve as director if notice is timely received by our corporate secretary. Candidates
nominated by stockholders will be evaluated in the same manner as other candidates. The nominating and corporate governance committee keeps the board of directors apprised of its discussions with potential nominees, and the names of potential nominees received from its current directors, management, and stockholders, if the stockholder notice of nomination is timely made.
We seek to align board composition with our strategic direction so that members of our board of directors bring skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Although the board of directors has not adopted a fixed set of minimum qualifications for candidates for board membership, the nominating and corporate governance committee generally considers several factors in its evaluation of a potential member, which include integrity, character, independent judgment, breadth of experience, insight, knowledge and business acumen. Leadership skills and executive experience, expertise in the pharmaceutical, biotechnology or related industries, familiarity with issues affecting global businesses, financial and accounting knowledge, prior experience in our core markets, expertise in capital markets, strategic planning and marketing expertise, among others, may also be among the relevant selection criteria. In addition, we strive to maintain a board of directors that reflects a diversity of experience and personal background. These criteria will vary over time depending on the needs of the board of directors. Accordingly, the board of directors may adopt new criteria and amend or abandon existing criteria as and when it determines such action to be appropriate.
In the case of incumbent directors whose terms of office are set to expire, the nominating and corporate governance committee reviews these directors’ overall contributions to the company and the board of directors during their terms, including level of attendance, level of participation and contribution to the board of directors’ responsibilities and actions, and any relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the nominating and corporate governance committee also determines whether the nominee is independent for Nasdaq and SEC purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The nominating and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the board of directors. The nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications and then determines whether to recommend a nominee to the board of directors by majority vote.
The nominating and corporate governance committee will evaluate stockholder recommendations of candidates for directors in accordance with its charter, our bylaws and the regular nominee criteria described above. Recommendations must include certain information, including the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director, a representation that the recommending stockholder is a beneficial or record owner of our stock, other information that would be required to be disclosed in a proxy statement filed by us in connection with an annual meeting of stockholders, and any other information we may require to verify the independence of the proposed nominee. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Eligible stockholders wishing to recommend a director candidate for nomination should contact our corporate secretary in writing.
In 2019,2020, the nominating and corporate governance committee did not pay any fees to assist in the process of identifying or evaluating director candidates.
Stockholder and Interested Party Communications with the Board of Directors
Stockholders and interested parties wishing to communicate with a non-management member of the board of directors may do so by writing to such director, and mailing the correspondence to: Alpine Immune Sciences, Inc., Attention: Corporate Secretary, 188 East Blaine Street, Suite 200, Seattle, Washington 98102. All such stockholder communications will be forwarded to the appropriate committee of the board of directors or non-management director.
Corporate Governance Guidelines
Our board of directors has adopted a set of guidelines that establish the corporate governance policies pursuant to which our board of directors intends to conduct its oversight of our business and affairs in accordance with its fiduciary responsibilities. These guidelines address, among other items, the responsibilities of our directors, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. Our corporate governance guidelines are posted on the Corporate Governance portion of our website at http://ir.alpineimmunesciences.com/governance.
Code of Business Conduct and Ethics
We are committed to the highest standards of integrity and ethics in the way we conduct our business. Our board of directors has adopted a Code of Business Conduct and Ethics, which applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer, and other executive and senior financial officers. Our Code of Business Conduct and Ethics establishes our policies and expectations with respect to a wide range of business conduct, including preparation and maintenance of financial and accounting information, compliance with laws and conflicts of interest.
In accordance with our Code of Business Conduct and Ethics, each of our employees, officers and directors is required to report suspected or actual violations to the extent permitted by law. In addition, our board of directors has adopted separate policies and procedures concerning the receipt and investigation of complaints relating to accounting, internal accounting controls or auditing matters, which are administered by our audit committee. Our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website at http://ir.alpineimmunesciences.com/governance. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.
Risk Management
Our board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by our board committees. Our audit committee represents the board of directors by periodically reviewing our accounting, reporting and financial practices, including the integrity of our consolidated financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal and internal audit (if applicable) functions, the audit committee reviews and discusses all significant areas of our business and summarizes for the board of directors all areas of risk and the appropriate mitigating factors. Our nominating and corporate governance committee assists our board of directors with its responsibility of overseeing the management associated with board organization, membership and structure, as well as corporate governance. Our compensation committee assists the boards of directors by assessing risks created by incentives inherent in our compensation policies.
In addition, our president and chief executive officer and other executive officers regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities.
Non-Employee Director Compensation
Directors who are also our employees receive no additional compensation for their service as a director. Compensation for Dr. Gold, who serves as our chief executive officer, is discussed under the caption “Executive Compensation.” We reimburse our directors for expenses associated with attending meetings of our board of directors and meetings of committees of our board.
20192020 Director Compensation Table
The following table shows for the fiscal year ended December 31, 20192020 certain information with respect to the compensation of our non-employee directors who served on our board of directors during any part of 2019.2020.
|
| | | | | | | | | |
| Name | | Fees Earned or paid in Cash ($) | | Option Awards ($)(1) | | Total ($) |
| Robert Conway(2) | | 58,750 |
| | 19,259 |
| | 78,009 |
|
| Xiangmin Cui, Ph.D.(3) | | 40,986 |
| | 28,217 |
| | 69,203 |
|
| Peter Thompson, M.D.(4) | | 52,500 |
| | 19,259 |
| | 71,759 |
|
| James N. Topper, M.D., Ph.D.(5) | | 50,000 |
| | 19,259 |
| | 69,259 |
|
| Paul Sekhri(6) | | 53,385 |
| | 19,259 |
| | 72,644 |
|
| Christopher Peetz(7) | | 47,500 |
| | 19,259 |
| | 66,759 |
|
| Jay Venkatesan, M.D.(8) | | 40,000 |
| | 19,259 |
| | 59,259 |
|
| | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned
or paid in
Cash ($) | | Option Awards ($)(1) | | Total ($) |
| Robert Conway(2) | | 58,750 | | | 17,179 | | | 75,929 | |
| Xiangmin Cui, Ph.D.(3)(10) | | 44,049 | | | 17,179 | | | 61,228 | |
| Natasha Hernday(4)(10) | | 2,840 | | | 112,849 | | | 115,689 | |
| Christopher Peetz(5) | | 47,500 | | | 17,179 | | | 64,679 | |
| Paul Sekhri(6)(10) | | 49,504 | | | 17,179 | | | 66,683 | |
| Peter Thompson, M.D.(7) | | 52,500 | | | 17,179 | | | 69,679 | |
| James N. Topper, M.D., Ph.D.(8) | | 50,000 | | | 17,179 | | | 67,179 | |
| Jay Venkatesan, M.D.(9) | | 40,000 | | | 17,179 | | | 57,179 | |
(1)Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of the stock options granted, computed in accordance with the provisions of FASB ASC Topic 718.
(2)As of December 31, 2020, Mr. Conway held outstanding options to purchase 30,085 shares of common stock.
(3)As of December 31, 2020, Dr. Cui held outstanding options to purchase 15,300 shares of common stock.
(4)As of December 31, 2020, Ms. Hernday held outstanding options to purchase 15,000 shares of common stock.
(5)As of December 31, 2020, Mr. Peetz held outstanding options to purchase 22,950 shares of common stock.
(6)As of December 31, 2020, Mr. Sekhri held outstanding options to purchase 28,255 shares of commons stock. Mr. Sekhri resigned from the board of directors effective December 10, 2020
| |
(1) | Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of the stock options granted, computed in accordance with the provisions of FASB ASC Topic 718. |
| |
(2) | As of December 31, 2019, Mr. Conway held outstanding options to purchase 23,155 shares of common stock. |
| |
(3) | As of December 31, 2019, Dr. Cui held outstanding options to purchase 7,650 shares of common stock. |
| |
(4) | As of December 31, 2019, Dr. Thompson held outstanding options to purchase 15,300 shares of common stock |
| |
(5) | As of December 31, 2019, Dr. Topper held outstanding options to purchase 15,300 shares of common stock. |
| |
(6) | As of December 31, 2019, Mr. Sekhri held outstanding options to purchase 21,243 shares of commons stock. |
| |
(7) | As of December 31, 2019, Mr. Peetz held outstanding options to purchase 15,300 shares of common stock. |
| |
(8) | As of December 31, 2019, Dr. Venkatesan held outstanding options to purchase 122,713 shares of common stock. |
(7)As of December 31, 2020, Dr. Thompson held outstanding options to purchase 22,950 shares of common stock
(8)As of December 31, 2020, Dr. Topper held outstanding options to purchase 22,950 shares of common stock.
(9)As of December 31, 2020, Dr. Venkatesan held outstanding options to purchase 130,363 shares of common stock.
(10)Mr. Sekhri submitted his resignation from the board of directors effective December 10, 2020. In connection with Mr. Sekhri’s resignation, Dr. Cui was appointed to the compensation committee. Also effective December 10, 2020, Ms. Hernday joined our board of directors and replaced Mr. Sekhri as a member of the audit committee.
Director Compensation Policy
In July 2015, our board of directors approved a director compensation policy for our non-employee directors that became effective following our initial public offering and which was most recently amended in March 2019.2021. For purposes of the policy, the board of directors classified each director into one of the two following categories: (1) an “employee director,” is a director who is employed by us; and (2) a “non-employee director,” is a director who is not an employee director. Only non-employee directors will receive compensation under the director compensation policy. Non-employee directors will receive compensation in the form of equity and cash under the director compensation policy, as described below. We believe our non-employee director compensation program provides reasonable compensation to our non-employee directors that is appropriately aligned with our peers and is commensurate with the services and contributions of our non-employee directors.Non-employeedirectors.
Non-employee directors receive an initial stock option grant to purchase shares of our common stock upon appointment or election to the board of directors. Pursuant to theamendments made in March 2019, amendments to the policy, the size of the initial stock option grant iswas set at 15,000 shares. Non-employee directors also receive on an annual basis, an additional stock option grant to purchase 7,650 shares. TheseIn March 2021, the policy was amended. with the recommendation of our compensation committee, to increase the size of the initial option grant to 20,000 shares and to increase the size of the annual option grant to 10,000 shares. The annual grants occur on the first trading day in January of each year. All options are expected to have an exercise price equal to the closing price of our common stock as reported by Nasdaq on the date of grant, are subject to vesting in 36 equal monthly installments over a three-year period from the grant date for initial option grants, or in 12 equal monthly installments over a 12-month period from the grant date for annual stock option grants, subject to further evaluation by the compensation committee. On a change in control, all outstanding, unvested options held by non-employee directors are expected to vest in full.
Each non-employee director is eligible to receive the following cash annual retainer, which will be paid quarterly in arrears on a prorated basis.
| | | | | |
| |
| Annual retainer for board membership | $ | 40,000 | |
| Annual retainer for board chairperson | 25,000 | |
| Annual retainer for audit committee chairperson | 15,000 | |
| Annual retainer for audit committee member | 7,500 | |
| Annual retainer for compensation committee chairperson | 10,000 | |
| Annual retainer for compensation committee member | 5,000 | |
| Annual retainer for nominating and corporate governance committee chairperson | 7,500 | |
| Annual retainer for nominating and corporate governance committee member | 3,750 | |
|
| | | |
| | |
| Annual retainer for board membership | $ | 40,000 |
|
| Annual retainer for board chairperson | 25,000 |
|
| Annual retainer for audit committee chairperson | 15,000 |
|
| Annual retainer for audit committee member | 7,500 |
|
| Annual retainer for compensation committee chairperson | 10,000 |
|
| Annual retainer for compensation committee member | 5,000 |
|
| Annual retainer for nominating and corporate governance committee chairperson | 7,500 |
|
| Annual retainer for nominating and corporate governance committee member | 3,750 |
|
PROPOSAL NO. 2
APPROVAL OF AMENDMENT OF THE 2018 EQUITY INCENTIVE PLAN
Our board of directors believes that our future success depends on our ability to attract and retain talented employees and that the ability to grant equity awards is a necessary and powerful recruiting and retention tool for us. Our board of directors believes that equity awards motivate high levels of performance, more closely align the interests of our employees and stockholders by giving employees an opportunity to hold an ownership stake in our company, and provide an effective means of recognizing employee contributions to our success. At the Annual Meeting, we are requesting that stockholders approve an increase to the number of shares of our common stock, or Shares, authorized for issuance under the 2018 Equity Incentive Plan, or the 2018 Plan, by 743,515 Shares.
The 2018 Plan has not been amended in any material way, other than as indicated above, since our stockholders last approved the 2018 Plan at our 2018 annual meeting of our stockholders. Upon recommendation of the compensation committee, the board of directors approved this amendment to the 2018 Plan on April 30, 2020 subject to the approval of our stockholders at the Annual Meeting.
As of April 20, 2020 there were 193,672 Shares available for issuance pursuant to awards that may be granted under the 2018 Plan. If the proposed amendment to the 2018 Plan is not approved by our stockholders, the 2018 Plan will remain in effect without the amendment and awards will continue to be made under 2018 Plan to the extent Shares remain available. However, we may be limited in our ability to continue granting equity awards under our equity incentive program in the future. This could preclude us from successfully attracting and retaining highly-skilled employees. The board of directors and the compensation committee believe that the additional Shares under the increased Share reserve will enable us to continue to use the 2018 Plan to achieve our recruiting, retention and incentive goals and will be essential to our future success.
If our stockholders approve this amendment to the 2018 Plan, we currently anticipate that the Shares will be sufficient to meet our expected needs through at least the date of our evergreen annual refresh, scheduled to occur on January 1, 2021. In determining the number of Shares to be reserved for issuance under the 2018 Plan, the compensation committee and the board of directors considered the following:
Historical Grant Practices. The compensation committee and the board of directors considered the historical amounts of equity awards that we granted since the 2018 Plan was approved. In the fiscal years ending December 31, 2018 and December 31, 2019, we granted equity awards covering 936,750 and 1,156,350 Shares, respectively, or a total of approximately 2,093,100 Shares over this period.
Forecasted Grants. In determining the projected Share utilization, the compensation committee and the board of directors considered a forecast that included the following factors: (i) the Shares that would be available for grant under the 2018 Plan, if our stockholders approve this amendment to the 2018 Plan, which was 937,187 Shares (consisting of 193,672 Shares available for issuance under the 2018 Plan as of April 20, 2020 plus the 743,515 additional Shares pursuant to this amendment to the 2018 Plan); (ii) forecasted increases to the number of shares reserved for issuance under the 2018 Plan pursuant to anticipated future evergreen increases pursuant to the terms of the 2018 Plan and (iii) forecasted future grants. Any significant changes in our stock price as compared to the stock price we assumed for forecasting purposes could cause our actual Share usage to deviate significantly from our anticipated Share usage. The compensation committee and the board of directors also took into account anticipated future headcount growth on projected Share utilization.
Outstanding Awards
The following table sets forth information regarding all outstanding stock options and unvested time-based restricted stock units, or RSUs, under our 2018 Plan, as of April 20, 2020. The last sales price of our common stock as reported on the Nasdaq Stock Market on April 20, 2020, was $3.25 per Share.
|
| | | | | | | | |
| Outstanding Options | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Term (in years) | | Unvested Time-Based RSUs Outstanding | | Number of Shares Available for Grant under 2018 Plan |
| 2,405,653 | | $5.05 | | 9.17 | | 156,328 | | 193,672 |
Our executive officers and directors have an interest in the approval of the 2018 Plan by our stockholders because they would be eligible to receive awards under the 2018 Plan.
Description of the 2018 Plan
The following paragraphs provide a summary of the principal features of the 2018 Plan and its operation. However, this summary is not a complete description of all of the provisions of the 2018 Plan and is qualified in its entirety by the specific language of the 2018 Plan. A copy of the 2018 Plan, reflecting the proposed amendments by this proposal, is provided as Appendix A to this Proxy Statement.
Purposes. The purposes of the 2018 Plan are to attract and retain the best available personnel for positions of substantial responsibility; to provide additional incentive to employees, directors, and consultants; and to promote the success of our business. These incentives will be provided through the grant of stock options, stock appreciation rights, restricted stock, RSUs, performance units, and performance shares as the administrator of the 2018 Plan may determine.
Eligibility. Our 2018 Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations’ employees and consultants. As of April 20, 2020, we had seven non-employee directors and approximately 49 employees (including our employee director). Our number of active consultants varies, but only eight consultants typically receive equity awards.
Authorized Shares. Subject to the adjustment provisions contained in the 2018 Plan and the evergreen provision described below, the maximum number of Shares that may be issued pursuant to awards under the 2018 Plan is 2,523,634 Shares, plus any Shares subject to awards granted under the Nivalis Therapeutics, Inc. 2015 Equity Incentive Plan or the Amended and Restated 2015 Stock Plan, as amended (together, the "Legacy Plans") that, on or after the date the board of directors initially approved the 2018 Plan, expire or otherwise terminate without having been exercised in full, and shares issued pursuant to awards granted under the Legacy Plans that, after the date of initial approval of the 2018 Plan by the board of directors, are forfeited to or repurchased by us (collectively, "Rollover Shares") (provided that the maximum number of Rollover Shares that may be added to our 2018 Plan from the Legacy Plans is 1,972,784 shares). The 2018 Plan also includes an evergreen provision that provides for an automatic annual increase to the number of Shares available for issuance under the 2018 Plan on January 1st of each year, equal to the least of:
1,500,000 Shares;
5% of the outstanding Shares as of the last day of our immediately preceding fiscal year; or
Such lesser amount determined by the administrator.
Our stockholders are being asked to approve an increase of 743,515 Shares in the maximum number of Shares that may be issued pursuant to awards under the 2018 Plan. Thus, if our stockholders approve this increase, the maximum number of Shares that may be issued pursuant to awards under the 2018 Plan will be increased to 3,267,149 Shares (which consists of (i) the 901,530 Shares initially reserved for issuance under the 2018 Plan, (ii) the 692,710 Shares added to the 2018 Plan on January 1, 2019, under the evergreen provision, (iii) the 929,394 Shares added to the 2018 Plan on January 1, 2020, under the evergreen provision and (iv) the 743,515 Shares added to the 2018 Plan pursuant to this amendment), plus any Rollover Shares (provided that the maximum number of Rollover Shares that may be added to our 2018 Plan from the Legacy Plans is 1,972,784 shares), subject to the adjustment provisions contained in the 2018 Plan and any future additions to the 2018 Plan under the evergreen provision.
Generally, if an award expires or becomes unexercisable without having been exercised in full, is surrendered under an exchange program described below, or, with respect to restricted stock, RSUs, performance units or performance shares, is forfeited to or repurchased by us due to the failure to vest, the unpurchased Shares (or for awards other than options or stock appreciation rights, the forfeited or repurchased Shares) that were subject to such awards will become available for future grant or sale under the 2018 Plan (unless it has terminated). With respect to stock appreciation rights, only Shares actually issued will cease to be available. Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award will become available for future grant or sale. To the extent an award is paid out in cash rather than Shares, such cash payment will not reduce the number of Shares available for issuance.
Administration. Our board of directors or a committee appointed by our board of directors administers our 2018 Plan. Different committees may administer our 2018 Plan with respect to different groups of service providers. To make grants to certain officers and key employees, the members of the committee must qualify as “non-employee directors” under Rule 16b-3 of the Exchange Act.
Subject to the provisions of our 2018 Plan, the administrator generally has the power to make all determinations deemed necessary or advisable for administering the 2018 Plan. The administrator has the power to determine the terms of awards, including the exercise price (if any), the number of Shares subject to each such award, the time when awards may vest or be exercised (including the ability to accelerate the vesting and exercisability of awards), and the form of consideration payable upon exercise, if applicable. The administrator also has the authority to amend awards (including but not limited to the discretionary authority to extend the post-termination exercisability period of awards and to extend the maximum term of an option (subject to provisions in the 2018 Plan regarding incentive stock options)) and to temporarily suspend the exercisability of an award if the administrator deems such suspension to be necessary or appropriate for administrative purposes. The administrator may institute and determine the terms and conditions of an exchange program under which (i) outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) participants have the opportunity to transfer any outstanding awards to a financial institution or other person or entity selected by the administrator, (iii) and/or the exercise price of an outstanding award is reduced or increased. In addition, the administrator may provide for dividends or dividend equivalents to accrue on unvested awards, but no dividends or dividend equivalents will be paid until the vesting of such awards. The administrator’s decisions, determinations, and interpretations are final and binding on all participants and any other holders of awards and will be given the maximum deference permitted by applicable laws.
Stock Options.Options may be granted under our 2018 Plan. Subject to the provisions of our 2018 Plan, the administrator determines the terms and conditions of options, including when such options vest and become exercisable (and the administrator has the discretion to accelerate the time at which such options will vest or become exercisable). The per Share exercise price of any option generally must be at least 100% of the fair market value of a Share on the date of grant, and the term of an incentive stock option may not be more than 10 years. However, with respect to any incentive stock option granted to an individual who owns 10% of the voting power of all classes of stock of our company or any of its parent or subsidiary corporations, the term of such option must not exceed 5 years, and the per Share exercise price of such incentive stock option must be at least 110% of the fair market value of a Share on the grant date. After a participant’s service terminates, he or she generally may exercise the vested portion of his or her option for the period of time stated in his or her option agreement. Generally, the fair market value of a Share is the closing sales price of a Share on the relevant date as quoted on the Nasdaq Stock Market. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for 3 months following the termination of service. However, in no event may an option be exercised later than the expiration of its term, except in certain circumstances where the expiration occurs during a blackout period as described more fully in the 2018 Plan.
Stock Appreciation Rights. Stock appreciation rights may be granted under our 2018 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Subject to the provisions of our 2018 Plan, the administrator determines the terms and conditions of stock appreciation rights, including when such rights vest and become exercisable (and the administrator has the discretion to accelerate the time at which such rights will vest or become exercisable) and whether to pay any increased appreciation in cash, Shares, or a combination of both. The per Share exercise price of a stock appreciation right must be at least 100% of the fair market value a Share on the date of grant, and the term of a stock appreciation right will be 10 years. After a participant’s service terminates, he or she generally may exercise the vested portion of his or her stock appreciation right for the period of time stated in his or her option agreement. However, in no event may a stock appreciation right be exercised later than the expiration of its term.
Restricted Stock. Restricted stock may be granted under our 2018 Plan. Restricted stock awards are grants of Shares that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of Shares of restricted stock granted to any employee, director or consultant. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us), and the administrator has the discretion to accelerate the time at which any restrictions will lapse or be removed. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.
Restricted Stock Units. RSUs may be granted under our 2018 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one Share. The administrator determines the terms and conditions of restricted stock units including the vesting criteria (which may include accomplishing specified performance criteria or continued service to us) and the form and timing of payment. The administrator has the discretion to accelerate the time at which any restrictions will lapse or be removed.
Performance Units and Shares. Performance units and performance shares may be granted under our 2018 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance objectives established by the administrator are achieved or the awards otherwise vest. The administrator will establish organizational or individual performance objectives in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. The administrator has the
discretion to reduce or waive any performance objectives or other vesting provisions for performance units or performance shares. Performance units will have an initial dollar value established by the administrator on or before to the grant date. Performance shares will have an initial value equal to the fair market value of our common stock on the grant date. The administrator has the discretion to pay earned performance units or performance shares in the form of cash, Shares, or in some combination of both.
Non-Transferability of Awards. Unless the administrator provides otherwise, our 2018 Plan generally does not allow for the transfer or disposal of awards and only the recipient of an award may exercise an award during his or her lifetime.
Non-Employee Director Award Limits. Our 2018 Plan provides that any non-employee director, in any fiscal year, may not be granted equity awards under our 2018 Plan with an aggregate grant date fair value of more than $500,000, increased to $750,000 in connection with his or her initial service. For purposes of this limitation, the grant date fair value is determined in accordance with U.S. generally accepted accounting principles. Any equity awards granted under our 2018 Plan to an outside director for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non‑employee directors.
Certain Adjustments. If there are certain changes in our capitalization, the administrator will adjust the number and class of shares that may be delivered under the 2018 Plan; the number, class, and price of shares covered by each outstanding award; and the numerical share limits contained in the 2018 Plan.
Dissolution or Liquidation.If there is a proposed liquidation or dissolution of our company, the administrator will notify participants as soon as practicable before the effective date of such event and all awards, to the extent that they have not been previously exercised, will terminate immediately before the consummation of such event.
Merger or Change in Control. Our 2018 Plan provides that if there is a merger or a “change in control” (as defined under the 2018 Plan) of our company, each outstanding award will be treated as the administrator determines (subject to the following paragraph) without a participant’s consent. The administrator is not required to treat all awards similarly.
If the successor corporation does not assume or substitute an equivalent award for any outstanding award (or portion thereof), the participant will fully vest in all and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock and RSUs will lapse, and with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, in all cases, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant. In addition, if an options or stock appreciation right is not assumed or substituted in the event of such a transaction, the administrator will notify participants that the option or stock appreciation right will be exercisable for a specified period before the transaction. The award will then terminate upon the expiration of the specified period of time.
With respect to awards held by a non-employee director, in the event of a change in control, the non‑employee director will fully vest in and have the right to exercise his or her options and/or stock appreciation rights, all restrictions on his or her restricted stock and RSUs will lapse, and, with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met in the event, unless specifically provided otherwise under the applicable award agreement or other written agreement with the participant.
Forfeiture and Clawback. All awards granted under our 2018 Plan will be subject to recoupment under any clawback policy that we are required to adopt under applicable law. In addition, the administrator may provide in an award agreement that the recipient’s rights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events.
Plan Amendments and Termination. Our 2018 Plan will automatically terminate in 2028, unless we terminate it sooner. In addition, our board of directors has the authority to amend, suspend, or terminate the 2018 Plan, but such action will not impair the rights of any participant without his or her written consent.
New Plan Benefits
All awards to employees, directors, and consultants under the 2018 Plan are made at the discretion of the administrator. Therefore, the benefits and amounts that will be received or allocated under the 2018 Plan are not determinable at this time. Our executive officers and non-employee directors have an interest in this proposal because they are eligible to receive awards under the 2018 Plan. The following table sets forth (i) the aggregate number of shares covered by options granted under the 2018 Plan during the fiscal year ended December 31, 2019, to (A) each of our named executive officers, (B) our executive officers, as a
group, (C) our directors who are not executive officers, as a group, and (D) all employees who are not executive officers, as a group; and (ii) the average per share exercise price of such options. As of April 20, 2020, the closing sales price of a share of common stock as reported on the Nasdaq Stock Market was $3.25 per share.
|
| | | | | | | |
| Name of Individual or Group | | Number of Options Granted | | Average Per Share Exercise Price |
| Named Executive Officers: | | | | |
Mitchell H. Gold, M.D. Executive Chairman and Chief Executive Officer | | 200,000 |
| | $ | 6.51 |
|
Stanford Peng, M.D., Ph.D. President and Head of Research and Development | | 125,000 |
| | $ | 6.79 |
|
Paul Rickey Senior Vice President and Chief Financial Officer | | 75,000 |
| | $ | 6.51 |
|
| All executive officers, as a group | | 400,000 |
| | $ | 6.60 |
|
| All directors who are not executive officers, as a group | | 53,550 |
| | $ | 4.32 |
|
| All employees who are not executive officers, as a group | | 687,800 |
| | $ | 6.38 |
|
U.S. Federal Income Tax Consequences
The following paragraphs are a summary of the general federal income tax consequences to us and U.S. taxpayers of awards granted under the 2018 Plan. Tax consequences for any particular individual may be different.
Incentive Stock Options. A participant recognizes no taxable income as the result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code (unless the participant is subject to the alternative minimum tax). If the participant exercises the option and then later sells or otherwise disposes of the Shares acquired through the exercise of the option after both the two-year anniversary of the grant date and the one-year anniversary of the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the Shares on or before the two- or one-year anniversaries described above (a “disqualifying disposition”), he or she generally will have ordinary income at the time of the sale equal to the fair market value of the Shares on the exercise date (or the sale price, if less) minus the exercise price of the option.
Nonstatutory Stock Options. A participant generally recognizes no taxable income on the date of grant of a nonstatutory stock option with an exercise price equal to the fair market value of the underlying stock on the date of grant. Upon the exercise of a nonstatutory stock option, the participant generally will recognize ordinary income equal to the excess of the fair market value of the Shares on the exercise date over the exercise price of the option. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of Shares acquired through the exercise of a nonstatutory stock option, any subsequent gain or loss (generally based on the difference between the sale price and the fair market value on the exercise date) will be treated as long-term or short-term capital gain or loss, depending on how long the Shares were held by the participant.
Stock Appreciation Rights. A participant generally recognizes no taxable income on the date of grant of a stock appreciation right with an exercise price equal to the fair market value of the underlying stock on the date of grant. Upon exercise of the stock appreciation right, the participant generally will be required to include as ordinary income an amount equal to the sum of the amount of any cash received and the fair market value of any Shares received upon the exercise. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of Shares acquired by an exercise of the stock appreciation right, any gain or loss (generally based on the difference between the sale price and the fair market value on the exercise date) will be treated as long-term or short-term capital gain or loss, depending on how long the Shares were held by the participant.
Restricted Stock, Restricted Stock Units, Performance Units and Performance Shares. A participant generally will not have taxable income at the time an award of restricted stock, RSUs, performance shares, or performance units is granted. Instead, he or she generally will recognize ordinary income in the first taxable year in which his or her interest in the Shares underlying the award becomes either (i) freely transferable, or (ii) no longer subject to substantial risk of forfeiture. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. However, the recipient of a restricted stock award may elect to recognize income at the time he or she receives the award in an amount equal to the fair market value of the Shares underlying the award (less any cash paid for the Shares) on the date the award is granted.
Section 409A. Section 409A of the Code, or Section 409A, provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2018 Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.
Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the 2018 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option). However, special rules limit the deductibility of compensation paid to our chief executive officer and other “covered employees” as determined under Section 162(m) and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified individuals will be deductible only to the extent that it does not exceed $1,000,000.
THE FOREGOING IS ONLY A SUMMARY OF THE TAX EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE GRANT AND VESTING OR EXERCISE OF AWARDS UNDER THE 2018 PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A SERVICE PROVIDER’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR NON-U.S. COUNTRY TO WHICH THE SERVICE PROVIDER MAY BE SUBJECT.
Summary
The board of directors believes that it is in the best interests of our company and our stockholders to continue to provide employees, consultants and directors with the opportunity to acquire an ownership interest in our Company through the grant of equity awards under the 2018 Plan and thereby encourage them to remain in our service and more closely align their interests with those of our stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL #2
THE APPROVAL OF THE AMENDMENT OF THE 2018 EQUITY INCENTIVE PLAN
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee of the board of directors has appointed Ernst & Young LLP, or EY, independent registered public accountants, to audit our financial statements for the year ending December 31, 2020.2021.
During the year ended December 31, 2019,2020, EY served as our independent registered public accounting firm.
Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of our company and stockholders. At the 20202021 Annual Meeting, the stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2020.2021. Our audit committee is submitting the selection of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance.
Representatives of EY will be present at the 20202021 Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.
If the stockholders do not ratify the appointment of EY, the audit committee may reconsider the appointment.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to our company by EY for the years ended December 31, 20192020 and 2018.2019. | | | | | Year Ended December 31, | | | Year Ended December 31, |
| Fee Category | | 2019 | | 2018 | Fee Category | | 2020 | | 2019 |
| Audit fees(1) | | $ | 393,778 |
| | $ | 490,171 |
| Audit fees(1) | | $ | 531,725 | | | $ | 393,778 | |
| Audit-related fees(2) | | — |
| | — |
| Audit-related fees(2) | | 30,000 | | | — | |
| Tax fees(3) | | — |
| | — |
| Tax fees(3) | | 45,873 | | | — | |
| All other fees(4) | | — |
| | — |
| All other fees(4) | | — | | | — | |
| Total fees | | $ | 393,778 |
| | $ | 490,171 |
| Total fees | | $ | 607,598 | | | $ | 393,778 | |
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Pursuant to its charter, the audit committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit services to be performed by the independent auditor that are not otherwise prohibited by law and any associated fees. All fees paid to EY for 20192020 and 20182019 were pre-approved by our audit committee. The audit committee may delegate to one or more members of the committee the authority to pre-approve audit and permissible non-audit services, as long as this pre-approval is presented to the full committee at scheduled meetings.
The audit committee of the board of directors is currently comprised of three independent directors and operates under a written charter, which is reviewed on an annual basis and amended as necessary by the board of directors upon recommendation by the audit committee.
The audit committee appoints an accounting firm as our independent registered public accounting firm. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and issuing a report thereon. Management is responsible for our internal controls and the financial reporting process. The audit committee is responsible for monitoring and overseeing these processes.
The audit committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm, Ernst & Young LLP, required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP that firm’s independence.
Based on its review of the audited financial statements and the various discussions noted above, the audit committee recommended to the board of directors that the audited financial statements be included in our annual report on Form 10-K for the year ended December 31, 20192020 for filing with the SEC.
THE BOARD OF DIRECTORS OF ALPINE IMMUNE SCIENCES, INC.
The material in this report is not “soliciting material,” is not be deemed “filed” with the SEC, and is not to be incorporated by reference into any filing made by Alpine Immune Sciences, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. The compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. Beginning in 2017, the compensation committee retained Radford, a compensation consultant, to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. Accordingly, Radford now serves at the discretion of the compensation committee. The compensation committee engaged Radford to assist in developing a group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and fair.
The following table provides information regarding the compensation of our named executive officers:
We entered into amended and restated executive employment agreements with each of Drs. Gold and Peng and Mr. Rickey effective January 1, 2018. Pursuant to these agreements, the annual base salaries for Drs. Gold and Peng and Mr. Rickey were $400,000, $400,000, and $335,000 respectively. In February 2019, the compensation committee approved adjusted salaries for Drs. Gold and Peng and Mr. Rickey of $485,000, $425,000 and $370,000, respectively. Dr. Peng’s salary was increased to $450,000 effective April 16, 2019, in connection with his appointment as our President and Head of Research and Development. In January 2020, the compensation committee approved adjusted salaries for Drs. Gold and Peng and Mr. Rickey
of $500,000, $464,000, and $382,000 respectively. In January 2021, the compensation committee approved adjusted salaries for Drs. Gold and Peng and Mr. Rickey of $523,000, $485,000, and $400,000 respectively. In March 2021, the compensation committee approved an adjusted salary for Dr. Peng of $500,000. Additionally, Drs. Gold and Peng and Mr. Rickey are eligible to earn
Pursuant to the Severance Policy, if we terminate the employment of any of Dr. Gold, Dr. Peng or Mr. Rickey, each an Eligible Employee, other than for cause, death or disability, or the Eligible Employee resigns for good reason on or within 12 months following a change of control, then, subject to the Eligible Employee signing and not revoking a separation agreement and release of claims and continuing to adhere to the Eligible Employee’s non-competition, non-disclosure and invention assignment agreement, such Eligible Employee will be eligible to receive the following severance benefits, less applicable tax withholdings:
The following table provides information regarding the equity awards outstanding at December 31, 20192020 held by each of our named executive officers.
