UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
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Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to Rule 14a-12
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Neoleukin Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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| NEOLEUKIN THERAPEUTICS, INC.
188 East Blaine Street, Suite 450
Seattle, WA 98102 | | |
Notice of Annual Meeting
of Stockholders
TO BE HELD ON JUNE 8, 2023April 26, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Neoleukin Therapeutics,Neurogene Inc., a Delaware corporation (the “Company”). The meeting is expected to be held virtually at 11:00 a.m., Eastern Time, on June 8,14, 2024. You will be able to virtually attend the meeting, submit your questions and comments, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/NGNE2024. We believe that a virtual meeting facilitates stockholder participation, improves communication and saves on the expenses traditionally incurred for in-person annual meetings.
We have elected to deliver our proxy materials to our shareholders over the Internet and will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our 2023 annual report to shareholders. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote by telephone or Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. You may also find copies of these items online at 1:30 p.m. Pacific Time. ir.neurogene.com/financial-information/sec-filings.
The matters to be voted on are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement. Our Board of Directors recommends that you vote in accordance with each of its recommendations regarding the proposals listed in the Notice of 2024 Annual Meeting of Stockholders and described in the accompanying Proxy Statement.
Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to read the Proxy Statement and vote by Internet or, if you requested paper copies of the proxy materials, by telephone or by submitting your signed and dated proxy card to ensure your representation at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers about the Proxy Materials and Voting” beginning on page 1 of the proxy statement and the instructions on the Notice of Internet Availability of Proxy Materials. Providing voting instructions or returning your proxy card in advance of the meeting will not prevent you from voting on the website during the meeting but will ensure that your vote is counted if you are unable to attend. Sincerely,
Rachel McMinn, Ph.D.
Executive Chair,
Founder and Chief Executive Officer
535 W. 24th Street, 5th Floor, New York, NY 10011
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Friday, June 14, 2024, 11:00 a.m. (Eastern Time)
Virtual Meeting Only — No Physical Meeting Location
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders ("Annual Meeting") of Neurogene Inc., a Delaware corporation (the “Company”), will be held in a virtual-only format, via live webcast, on Friday, June 14, 2024 at 11:00 a.m. (Eastern Time). The purpose of this meeting is to consider and vote upon the following matters:
1.To elect Cory Freedland and Rachel McMinn as Class I directors to our Board of Directors to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified;
2.To approve on an advisory (non-binding) basis of the compensation of the Company’s named executive officers;
3.To ratify on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and
4.To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the proxy statement accompanying this Notice of 2024 Annual Meeting of Stockholders (the “Proxy Statement”). We also will transact any other business that may properly come before the Annual Meeting, but we are not aware of any such additional matters.
Only stockholders of record at the close of business on April 18, 2024, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting. The accompanying Proxy Statement and the proxy card were either made available to you online or mailed to you beginning on or about April 26, 2024.
To facilitate stockholder participation and save on expenses associated with conducting an in-person annual meeting, the Annual Meeting will be held in a virtual meeting format only at www.virtualshareholdermeeting.com/NLTX2023.only. You will not be able to virtually attend the meeting, submit your questions and comments, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/NGNE2024.
In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting in person. Theto satisfy the requirements for a meeting willof stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 12:00 p.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the following purposes:purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investor page of the Company’s website at https://ir.neurogene.com.
Whether or not you expect to attend the annual meeting, we encourage you to read the Proxy Statement and vote as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Proxy Materials and Voting” beginning on page 1 of the accompanying Proxy Statement and the instructions on the Notice of Internet Availability of Proxy Materials. Christine Mikail
President, Chief Financial Officer and Corporate Secretary
April 26, 2024
TABLE OF CONTENTS
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1 | | To elect M. Cantey Boyd, Rohan Palekar, and Todd S. Simpson as Class III directors of the Company to hold office until the 2026 Annual Meeting of Stockholders. |
2 | | To approve, at the discretion of the Company’s Board |
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3 | | To approve an amendment to the Company’s Certificate of Incorporation to permit the exculpation of officers from personal liability for certain breaches of the duty of care (the “Exculpation Amendment”). |
4 | | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. |
5 | | To approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers. |
6 | | To conduct any other business properly brought before the meeting. |
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LEGAL MATTERS
Neoleukin-Neurogene Merger. On December 18, 2023 (the “Merger Closing”), the Company consummated a business combination (the “Merger”) pursuant to an Agreement and Plan of Merger, dated as of July 17, 2023 (the “Merger Agreement”), by and among the Company (which prior to the Merger Closing was known as Neoleukin Therapeutics, Inc., or “Neoleukin”), Project North Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Neoleukin (“Merger Sub”), and Neurogene Inc., a Nevada corporation (“Private Neurogene” and formerly a Delaware corporation). Pursuant to the Merger Agreement, Merger Sub merged with and into Private Neurogene, with Private Neurogene surviving the Merger as a wholly owned subsidiary of the Company. In connection with the completion of the Merger, the Company changed its name from “Neoleukin Therapeutics, Inc.” to “Neurogene Inc.” and its Nasdaq ticker symbol from “NLTX” to “NGNE.”
Information about solicitation and voting. The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Neurogene Inc. (“we”, “us”, “our”, “Neurogene” or the “Company”) for use at the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting” or “meeting”) to be held on June 14, 2024 at 11:00 a.m. Eastern Time as a virtual-only meeting which can be accessed at www.virtualshareholdermeeting.com/NGNE2024.
Internet Availability of Proxy Materials. Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies of those materials to each stockholder. On or about April 26, 2024, we expect to send our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access our proxy materials, including our Proxy Statement and our 2023 annual report to stockholders. The Notice also provides instructions on how to vote by Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. If you prefer to receive printed proxy materials, please follow the instructions included in the Notice.
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on June 14, 2024. The Proxy Statement and Annual Report for the year ended December 31, 2023 are available at www.proxyvote.com.
Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact included in the Proxy Statement, including statements about the Company’s Board of Directors, corporate governance practices and executive compensation program and equity compensation utilization, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These items of business are more fullystatements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed with the SEC and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.
Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.
Use of Trademarks. Neurogene is the trademark of Neurogene Inc. Other names and brands may be claimed as the property of others.
535 W 24th Street, 5th Floor, New York, NY 10011
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING
What Is the Purpose of These Proxy Materials?
We are making these proxy materials available to you in connection with the solicitation of proxies by the Board for use at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on June 14, 2024 at 11:00 a.m. Eastern Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this proxy statement (the “Proxy Statement”). The proxy materials are first being made available to our stockholders on or about April 26, 2024.
Why Did I Receive a Notice of Internet Availability?
Pursuant to SEC rules, we are furnishing the proxy statement accompanying this Notice.
materials to our stockholders primarily via the Internet instead of mailing printed copies. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Annual Meeting. If you received a Notice, you will not receive a printed copy of the proxy materials unless you request one. The record dateNotice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.
Why Are We Holding a Virtual Annual Meeting?
We have adopted a virtual meeting format for the Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We believe this expands stockholder access, improves communications and lowers our costs while reducing the environmental impact of the meeting. In structuring our virtual Annual Meeting, our goal is April 20, 2023. to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.
Who Can Vote?
Only stockholders of record at the close of business on April 18, 2024 (the “Record Date”) are entitled to notice of the Annual Meeting and to vote on the proposals described in this Proxy Statement. At the close of business on the Record Date, 12,865,684 shares of our common stock were issued and outstanding.
What Is the Difference between Holding Shares as a Registered Stockholder and as a Beneficial Owner?
Registered Stockholder: Shares Registered in Your Name
If your shares of common stock are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company LLC), you are considered to be, with respect to those shares of common stock, the registered stockholder, and these proxy materials are being sent directly to you by us.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If your shares of common stock are held by a broker, fiduciary or custodian, you are considered the beneficial owner of shares of common stock held in “street name,” and these proxy materials are being forwarded to you from that date maybroker, fiduciary or custodian.
Under certain circumstances banks, brokers and other nominees are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank, broker or other nominee, which is referred to as
a “broker non-vote”. In these cases, those shares will be counted for the purpose of determining whether a quorum is present, but will not be voted on any matters deemed non-routine. See also “What Happens If I Do Not Vote?” and “What Happens If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?” below.
How Can I Participate in the Virtual Annual Meeting?
Stockholders of record as of the close of business on the Record Date are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/NGNE2024, enter the 16-digit control number found on your proxy card or Notice, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.
We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
The meeting webcast will begin promptly at 11:00 a.m. Eastern Time. Online check-in will begin approximately 15 minutes before then, and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website.
What Am I Voting on?
The proposals to be voted on at the Annual Meeting are as follows:
(1) Election of two Class I director nominees to serve until the 2027 Annual Meeting of Stockholders (“Proposal 1”);
(2) Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”); and
(3) Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2024 (“Proposal 3”).
How Does the Board Recommend That I Vote?
The Board recommends that you vote your shares “FOR” each director nominee in Proposal 1 and “FOR” Proposals 2 and 3.
What If Another Matter Is Properly Brought before the Annual Meeting?
As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.
How Many Votes Do I Have?
Each share of common stock you owned on the Record Date is entitled to one vote for each director candidate. You may NOT cumulate votes relating to the election of directors. For the other matters presented at this meeting, you are entitled to one vote for each share of common stock you owned on the Record Date.
What Does It Mean If I Receive More Than One Set of Proxy Materials?
If you receive more than one set of proxy materials, your shares may be registered in more than one name or held in different accounts. Please cast your vote with respect to each set of proxy materials that you receive to ensure that all of your shares are voted.
Please note that if you have more than one account through which you hold shares, you will receive more than one control number. The control number is used to vote your shares, and is also used to log on to the meeting website to virtually
attend the meeting, which will allow you to vote the shares held in the account associated with that control number at the meeting. However, you will not be able to vote shares held in other accounts not associated with the control number you are using to log in to the virtual shareholder meeting. Therefore, it is important that you vote in advance for all of your accounts prior to the Annual Meeting so that all of your shares may be counted.
How Do I Vote?
Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote as early as possible in advance so that your vote will be counted if you later decide not to, or are unable to, virtually attend the Annual Meeting.
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or by proxy in advance of the Annual Meeting by Internet (at www.proxyvote.com) or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone (at 800-690-6903).
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or you may direct your broker, fiduciary or custodian how to vote in advance of the Annual Meeting by following the instructions they provide.
What Happens If I Do Not Vote?
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder and do not vote in one of the ways described above, your shares will not be voted at the Annual Meeting and will not be counted toward the quorum requirement.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares with respect to “non-routine” proposals, which we refer to as a “broker non-vote.” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, fiduciary or custodian how to vote your shares on all proposals to ensure that your vote is counted.
What Happens If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?
Registered Stockholder: Shares Registered in Your Name
The shares represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you are the registered stockholder and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your shares in accordance with the recommendations of the Board. Your shares will be counted toward the quorum requirement.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares with respect to “non-routine” proposals, resulting in a broker non-vote with respect to such proposals.
Can I Change My Vote after I Submit My Proxy?
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:
(1) You may complete and submit a new proxy card, but it must bear a later date than the original proxy card;
(2) You may submit new proxy instructions via telephone or the Internet;
(3) You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at the address set forth on the first page of this Proxy Statement; or
(4) You may vote by attending the Annual Meeting virtually. However, your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy.
Your last submitted vote is the one that will be counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner, you must follow the instructions you receive from your broker, fiduciary or custodian with respect to changing your vote.
What Is the Quorum Requirement?
The holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting, either virtually or represented by proxy, must be present at the Annual Meeting to constitute a quorum. A quorum is required to transact business at the Annual Meeting.
Your shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary or custodian) or if you attend the Annual Meeting virtually and vote. Abstentions and broker non-votes, if any, will be counted toward the quorum requirement. If there is no quorum, the chair of the Annual Meeting or the holders of a majority of shares of common stock present at the Annual Meeting, either virtually or represented by proxy, may adjourn the Annual Meeting to another time or date.
How Many Votes Are Required to Approve Each Proposal and How Are Votes Counted?
Votes will be counted by Broadridge Financial Solutions, the Inspector of Elections appointed for the Annual Meeting.
Proposal 1: Election of Directors
A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” his or her election. “Plurality” means that the individuals who receive the highest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, and votes that are withheld will not be counted as votes cast on the matter and will have no effect on the outcome of the election. Stockholders do not have cumulative voting rights for the election of directors.
Proposal 2: Non-Binding Advisory Vote on Executive Compensation
The affirmative vote of the holders of at least a majority of shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter is required to approve this proposal. Abstentions will have the same effect as a vote “AGAINST” the matter. Broker non-votes, if any, will have no effect on the outcome of the matter.
Proposal 3: Ratification of Independent Auditor Appointment
The affirmative vote of the holders of at least a majority of shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter is required to approve this proposal. Abstentions will have the same effect as a vote “AGAINST” the matter. Broker non-votes, if any, will have no effect on the outcome of the matter.
Who Is Paying for This Proxy Solicitation?
We will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials. We may also reimburse brokers, fiduciaries or custodians for the cost of forwarding proxy materials to beneficial owners of shares of common stock held in “street name.”
Our employees, officers and directors may solicit proxies in person or via telephone or the Internet. We will not pay additional compensation for any of these services.
When are Stockholder Proposals and Director Nominations Due for Next Year’s Annual Meeting?
Stockholders who wish to submit proposals for inclusion in next year’s proxy materials must submit such proposals in writing by December 27, 2024, to our Corporate Secretary at 535 W. 24th Street, 5th Floor, New York, NY 10011, and must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that if our 2025 Annual Meeting of Stockholders is held before May 15, 2025 or after July 14, 2025, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 2025 Annual Meeting of Stockholders. A submission of a stockholder proposal does not guarantee that it will be included in the proxy materials.
If you wish to submit a proposal (including a director nomination) at the 2025 Annual Meeting of Stockholders (other than pursuant to Rule 14a-8 of the Exchange Act), the proposal must be received by our Corporate Secretary not later than the close of business on March 16, 2025 nor earlier than the close of business on February 14, 2025; provided, however, that if our 2025 Annual Meeting of Stockholders is held before May 15, 2025 or after August 13, 2025, then the proposal must be received no earlier than February 14, 2025 and not later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the date on which public announcement of the date of such meeting is first made. Any such director nomination or stockholder proposal must be a proper matter for stockholder action and must comply with the terms and conditions set forth in our Bylaws (which includes the timing and information required under Rule 14a-19 of the Exchange Act).If a stockholder fails to meet these deadlines or fails to satisfy the requirements of Rule 14a-4 of the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote on any adjournment thereof.such proposal as we determine appropriate. We reserve the right to reject, rule out of order or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.
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| By Order of the Board of Directors
Todd Simpson, Chairman of the Board
Seattle, Washington
April 27, 2023
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How Can I Find out the Voting Results?We expect to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.
Who Can Help Answer Any Questions I May Have?
If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:
Neurogene Inc.
Attn: Corporate Secretary 535 W. 24th Street, 5th Floor
New York, NY 10011
TablePROPOSAL 1: ELECTION OF DIRECTORS
In accordance with our Certificate of ContentsIncorporation and Bylaws, the Board has fixed the number of directors constituting the Board at six. At the Annual Meeting, the stockholders will vote to elect the two Class I director nominees named in this Proxy Statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Our Board has nominated Dr. Cory Freedland and Dr. Rachel McMinn for election to our Board. Each of Drs. Freedland and McMinn was initially appointed to the Board in December 2023 in accordance with the Merger Agreement.
Our director nominees have indicated that they are willing and able to serve as directors. However, if either of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.
Information Regarding Director Nominees and Continuing Directors
Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors, who are up for election at this meeting for a term expiring at the 2027 Annual Meeting of Stockholders; two Class II directors, whose terms expire at the 2025 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2026 Annual Meeting of Stockholders.
Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.
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| Name | Class | Age (as of April 26) | | | Position |
QuestionsRachel McMinn, Ph.D. | I | 51 | Executive Chair and Answers | Chief Executive Officer |
Proposal Number 1: Election of DirectorsRobert Baffi, Ph.D.(2)(3) | III | 69 | Director |
Information Regarding the Board of Directors and Corporate GovernanceCory Freedland, Ph.D.(1) | I | 48 | Director |
Report of the Audit Committee of the Board of DirectorsSarah B. Noonberg, M.D., Ph.D.(2) | II | 56 | Director |
Proposal Number 2: Approval of Amendment to Amended and Restated Certificate of Incorporation for Reverse Stock Split AmendmentRohan Palekar(1)(2) | III | 58 | Director |
Proposal Number 3: Approval of Amendment to Amended and Restated Certificate of Incorporation for Exculpation AmendmentRobert Keith Woods (“Keith Woods”)(1)(3) | |
Proposal Number 4: Ratification of Appointment of Independent Registered Public Accounting FirmII | |
Equity Compensation Plan Information56 | |
Proposal Number 5: Non-Binding Advisory Vote on Named Executive Officer Compensation | |
Security Ownership of Certain Beneficial Owners and Management | |
Executive Officers | |
Executive Compensation | |
Pay Versus Performance | |
Director Compensation | |
Transactions with Related Persons | |
Householding of Proxy Materials | |
Where You Can Find More Information | |
Other Matters | |
Appendix A - Form of Amendment to Certificate of Incorporation (Reverse Stock Split) | |
Appendix B - Form of Amendment to Certificate of Incorporation (Exculpation) | |
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Nominating Committee
Class I Director Nominees
Cory Freedland, Ph.D.Dr. Freedland has served as a member of our Board since December 2023 and served as the board of directors of Private Neurogene from February 2019 to December 2023.Dr. Freedland is a Partner at Samsara BioCapital (“Samsara”), an investment company focused on the life sciences industry, which he joined in October 2017. Dr. Freedland has over 20 years of experience, leading multiple successful life science investments in his role. Prior to Samsara, Dr. Freedland was a Principal at Sofinnova Ventures, a biopharmaceutical venture capital firm, where he focused on biopharmaceutical investments. He played a central role in Sofinnova’s investments in Civitas Therapeutics, Inc. (acquired by Acorda Therapeutics, Inc.), Principia Biopharma, Spark Therapeutics, Inc. (acquired by Roche), Ziarco Pharma Ltd. (acquired by Novartis AG), and ZS Pharma, Inc. (acquired by AstraZeneca plc). Prior to Sofinnova, Dr. Freedland was a Principal at Novo A/S. Before his transition to healthcare investing, Dr. Freedland was a Vice President in the healthcare investment banking practice at Morgan Stanley. Prior to transitioning to life sciences finance, Dr. Freedland worked as a research scientist for Roche focusing on preclinical drug discovery and novel target identification for psychiatric and neurodegenerative diseases. Dr. Freedland served on the board of directors of Jiya Acquisition Corp. from November 2020 to November 2022. Dr. Freedland has also served on the board of directors of multiple private companies. Dr. Freedland received his Ph.D. in Pharmacology from Wake Forest University School of Medicine, his M.B.A. from the Kellogg School of Management and his B.A. in Psychology and Religious Studies from Connecticut College.
We believe Dr. Freedland is qualified to serve on our Board because of his extensive leadership, investment and business development experience in the life sciences sector, as well as his experience as a director of several biotechnology company boards.
Rachel McMinn, Ph.D. Dr. McMinn has served as Chief Executive Officer and Executive Chair of our Board since December 2023. Dr. McMinn founded Private Neurogene in January 2018 and served as its Chief Executive Officer and a
member of its board of directors until December 2023. Prior to founding Neurogene, she served as Chief Business and Strategy Officer of Intercept Pharmaceuticals, Inc. (formerly Nasdaq: ICPT, until its acquisition by Alfasigma S.p.A.), a biopharmaceutical company dedicated to the treatment of patients with serious liver disease, from April 2014 to December 2017. Prior to her operational experience, Dr. McMinn was an award-winning biotechnology analyst, with 13 years of experience at firms such as Bank of America Merrill Lynch, Cowen and Company and Piper Jaffray. Dr. McMinn has served on the board of directors of Neurogene since January 2018. Dr. McMinn also serves on the board of directors of Everyone Medicines since 2021, and prior to that the non-profit Everyone Foundation from 2019 to 2021. Dr. McMinn received her B.A., magna cum laude, from Cornell University and her Ph.D. from The Scripps Research Institute, and was awarded a Post-Doctoral Miller Fellowship at the University of California, Berkeley.
We believe Dr. McMinn is qualified to serve on our Board because of her in-depth knowledge of the Company, her operational and senior management experience, and her extensive healthcare investment research in the biotechnology industry.
Class II Continuing in Office
Sarah B. Noonberg, M.D., Ph.D. Dr. Noonberg has served as a member of our Board since August 2019. Dr. Noonberg has over 20 years of industry experience leading development programs from discovery to commercialization across a range of indications, and has served as the Chief Medical Officer of Metagenomi, Inc. (Nasdaq: MGX), a next generation gene editing biotechnology company, since January 2023. Prior to Metagenomi, from September 2020 to September 2022, Dr. Noonberg served as the Chief Medical Officer of Maze Therapeutics, a human-genetics driven research and development company, and from May 2018 to May 2019, she served as the Chief Medical Officer of Nohla Therapeutics Inc., a developer of universal, off-the-shelf cell therapies for patients with hematological malignancies and other critical diseases. Prior to Nohla Therapeutics, Dr. Noonberg served as the Chief Medical Officer of Prothena Corporation plc (Nasdaq: PRTA), a biotechnology company, from May 2017 to May 2018. Dr. Noonberg previously served as Group Vice President and Head of Global Clinical Development at BioMarin Pharmaceuticals Inc. (Nasdaq: BMRN), a biotechnology company, from August 2015 to March 2017. From May 2007 to August 2015, she held several positions at Medivation, Inc., a biopharmaceutical company, including as Senior Vice President of Early Development. Dr. Noonberg has served as a member of the board of directors of Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a biopharmaceutical company, since May 2023 and she previously served on the board of directors of Protagonist Therapeutics, Inc (Nasdaq: PTGX), a biopharmaceutical company, from December 2017 to May 2023. Dr. Noonberg received her M.D. from the University of California, San Francisco, her Ph.D. in Bioengineering from the University of California, Berkeley, and her B.S. in Engineering from Dartmouth College. She is a board-certified internist and completed her residency at Johns Hopkins Hospital.
We believe Dr. Noonberg is qualified to serve on our Board because of her senior leadership and public company board experience in the biopharmaceutical industry as well as her extensive medical knowledge and clinical development and regulatory experience.
Keith Woods. Mr. Woods has served as a member of our Board since December 2023. Mr. Woods is an advisor to the board of directors of argenx SE (Nasdaq: ARGX), a biopharmaceutical company, where he served as Chief Operating Officer from April 2018 to March 2023. Mr. Woods has over 30 years of experience in the biopharmaceutical industry. Prior to argenx, Mr. Woods served as Senior Vice President of North American Operations for Alexion Pharmaceuticals, Inc., a biopharmaceutical company, where he managed a team of several hundred people in the U.S. and Canada and was responsible for more than $1 billion in annual sales. Within Alexion, Mr. Woods had previously served as Vice President and Managing Director of Alexion UK, overseeing all aspects of Alexion’s UK business, and Vice President of U.S. Operations and Executive Director of Sales, leading the launch of Soliris in atypical hemolytic uremic syndrome. Prior to Alexion, Mr. Woods held various positions of increasing responsibility within Roche, Amgen Inc. and Eisai Co., Ltd., over a span of 20 years. Mr. Woods has served on the board of directors of X4 Pharmaceuticals, Inc. (Nasdaq: XFOR) since October 2023, Rocket Pharmaceuticals, Inc. (Nasdaq: RCKT) since December 2023, and TScan Therapeutics, Inc. (Nasdaq: TCRX) since December 2023. Mr. Woods received his B.S. in Marketing from Florida State University.
We believe Mr. Woods is qualified to serve on our Board because of his extensive senior management, leadership and operational experience in the biopharmaceutical industry.
Class III Directors Continuing in Office
Robert Baffi, Ph.D. Dr. Baffi has served as a member of our Board since December 2023 and served as a member of the board of directors of Private Neurogene from September 2020 to December 2023. Dr. Baffi is a Venture Partner at Samsara, an investment company focused on the life sciences industry, which he joined in March 2021. Dr. Baffi had a 23-year tenure at BioMarin Pharmaceutical Inc. (Nasdaq: BMRN), a global biotechnology company, from May 2000 to March 2023, where he served as President of Global Manufacturing & Technical Operations from 2018 to 2020, was responsible for overseeing manufacturing, process development based on the baculovirus system, quality, logistics, engineering and analytical chemistry, and led the building of one of the first gene therapy manufacturing facilities of its kind, before he became Senior Advisor to the Chairman and Chief Executive Officer in 2021. Prior to BioMarin, Dr. Baffi served 14 years in a number of
increasingly senior positions at Genentech, Inc., primarily in the functional area of quality control. Prior to Genentech, Dr. Baffi worked at Cooper BioMedical, Inc. as a Research Scientist and at the Becton Dickinson Research Center as a Post-Doctoral Fellow. Dr. Baffi has contributed to the approval and commercial success of 28 products. Dr. Baffi has served as a member of the board of directors of Mosaic ImmunoEngineering Inc. (OTCMTKS: CPMV), a biotechnology company, since June 2021 and Bionic Sight, Inc., a biotechnology company, since 2020. Dr. Baffi also serves on the science advisory board of the National Institute for Bioprocessing Research & Training. Dr. Baffi received his Ph.D., M. Phil. and B.S. in biochemistry from the City University of New York and his M.B.A. from Regis University.
We believe Dr. Baffi is qualified to serve on our Board because of his extensive education and investment, management, commercialization, operational and leadership experience in the life sciences sector.
Rohan Palekar. Rohan Palekar has served as a member of our Board since March 2022. Mr. Palekar has served as Chief Executive Officer and a member of the board of directors of 89bio, Inc. (Nasdaq: ETNB), a biopharmaceutical company, since June 2018. Prior to 89bio, Mr. Palekar held various positions at Avanir Pharmaceuticals, Inc., a specialty pharmaceutical company, including the role of President and Chief Executive Officer of Avanir from December 2015 to July 2017, where he led the company following its acquisition by Otsuka Pharmaceutical Co., Ltd. in 2015. Prior to the acquisition, Mr. Palekar served as Executive Vice President and Chief Operating Officer in 2015 and as Senior Vice President and Chief Commercial Officer of Avanir from March 2012 to March 2015. Prior to Avanir, from 2008 to 2011, Mr. Palekar served as Chief Commercial Officer for Medivation, Inc., a biopharmaceutical company, where he was responsible for all commercial activities, chemistry, manufacturing and controls, medical affairs, and public relations functions. Mr. Palekar also spent over 16 years at Johnson & Johnson (NYSE: JNJ), a diversified healthcare company, in various senior commercial and strategic management roles. Mr. Palekar served as a trustee for Aim High for High School, a non-profit educational institution, from 2018 till 2023 and chair of the board of trustees from 2021 to 2023. Mr. Palekar earned his M.B.A. from the Tuck School of Business at Dartmouth College, his B.Com. in Accounting from the University of Mumbai and his L.L.B. from the University of Mumbai. Mr. Palekar is also a certified Chartered Accountant and a Cost and Management Accountant.
We believe Mr. Palekar is qualified to serve on the board of directors of the combined company because of his operational experience in the biopharmaceutical industry as well as his senior management and leadership experience.
Board Recommendation
The Board recommends a vote “FOR” the election of each of the Class I director nominees set forth above.
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| NEOLEUKIN THERAPEUTICS, INC.
188 East Blaine Street, Suite 450
Seattle, WA 98102 | | |
PROPOSAL 2: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATIONIn accordance with the rules of the SEC and pursuant to the Dodd-Frank Act, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our named executive officers. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote.
The say-on-pay vote is a non-binding, advisory vote on the compensation of our “named executive officers,” as described in this Proxy Statement in the “Executive Compensation” section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure. The say-on-pay vote is not a vote on our general compensation policies or on the compensation of our Board. Stockholders are urged to read the “Executive Compensation” section of the Proxy Statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy. Our Compensation Committee and Board believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals.
As an advisory vote, this proposal is not binding. However, our Board and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
We are required to hold a say-on-pay vote at least once every three years, and we have determined that holding a say-on-pay vote every year is appropriate for the 2023
Annual MeetingCompany at this time. Unless the Board modifies its policy on the frequency of Stockholdersholding say-on-pay advisory votes, the next say-on-pay vote is expected to occur in 2025.
TO BE HELD ON JUNE 8, 2023Board Recommendation
Questions and Answers about these Proxy Materials and VotingThe Board recommends a vote “FOR” this proposal.
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| | | | Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Neoleukin Therapeutics, Inc. (the “Company,” “Neoleukin,” “we,” “us”, or “our”) is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
We intend to mail the Notice on or about April 27, 2023, to all stockholders of record entitled to vote at the Annual Meeting.
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| Why did I receive a notice regarding the availability of proxy materials on the internet? | | | |
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 1 |
PROPOSAL 3: RATIFICATION OF INDEPENDENT AUDITOR APPOINTMENT | | | | | | | | | | | | | | | | | |
| | | | In order to facilitate stockholder participation and save on expenses associated with conducting an in-person annual meeting, this year’s annual meeting will be accessible online through the Internet. We have worked to offer the same participation opportunities as if you attended the annual meeting in person and hope the online format will allow more stockholders to participate by removing any barriers caused by travel requirements. You may attend the annual meeting online, including voting and submitting questions, at www.virtualshareholdermeeting.com/NLTX2023. We encourage you to access the annual meeting before it begins. Online check-in will begin at 1:15 p.m. Pacific Time on the date of the annual meeting. If you have difficulty accessing the meeting, please call TFN: 844-986-0822 / International: 303-562-9302. We will have technicians available to assist you.
Please note that if you have more than one account through which you hold shares, you will receive more than one control number. The control number is used to vote your shares, and is also used to log on to the meeting website to virtually attend the meeting, which will allow you to vote the shares held in the account associated with that control number at the meeting. However, you will not be able to vote shares held in other accounts not associated with the control number you are using to log in to the virtual shareholder meeting. Therefore, it is important that you return your proxy cards for all of your accounts prior to the Annual Meeting so that all of your shares may be counted.
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| How do I attend
this year’s Annual Meeting? | | | |
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Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024. In this Proposal 3, we are asking stockholders to vote to ratify this appointment. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions from stockholders. | | | | | | | | | | | | | | | | | |
| | | | At the Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders, including:
• To elect M. Cantey Boyd, Rohan Palekar, and Todd S. Simpson as Class III directors of the Company to hold office until the 2026 Annual Meeting of Stockholders.
• To approve an amendment to our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to implement a reverse stock split, at the discretion of our Board, of not less than 1-for-2 shares and not more than 1-for-5 shares.
• To approve the amendment to our Certificate of Incorporation to permit exculpation of officers from personal liability for certain breaches of the duty of care.
• To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023.
• To approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers in 2022.
• To conduct any other business properly brought before the meeting.
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| What am
I voting on? | | | |
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Stockholder ratification of the appointment of Deloitte as the Company’s independent auditor is not required by law or our Bylaws. However, we are seeking stockholder ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, the committee will reconsider its appointment. Even if the appointment is ratified, the committee, in its discretion, may direct the appointment of a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.Deloitte has served as the independent auditor since 2023. The following table summarizes the audit fees billed and expected to be billed by Deloitte for the indicated fiscal years and the fees billed by Deloitte for all other services rendered during the indicated fiscal years. All services associated with such fees and provided after the Merger Closing were pre-approved by our Audit Committee in accordance with the “Pre-Approval Policies and Procedures” described below.
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| Year Ended
December 31, |
| Fee Category | 2023 | | 2022 |
| Audit Fees(1) | $ | 482,000 | | | $ | — |
| Audit-Related Fees(2) | — | | | — |
| Tax Fees(3) | — | | | — |
| All Other Fees(4) | — | | | — |
| Total Fees | $ | 482,000 | | | $ | — | |
Prior to the Merger Closing, Ernst & Young LLP (“Ernst &Young”) served as the independent auditor of Private Neurogene.
The following table summarizes the audit fees billed and expected to be billed by Ernst & Young for services rendered for the years ended December 31, 2023 and 2022 in connection with the audit of the financial statements of Private Neurogene for the year ended December 31, 2022:
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| Year Ended
December 31, |
| Fee Category | 2023 | | 2022 |
| Audit Fees(1) | $ | 761,620 | | | $ | 261,235 | |
| Audit-Related Fees(2) | — | | | — | |
| Tax Fees(3) | — | | | — | |
| All Other Fees(4) | — | | | — | |
| Total Fees | $ | 761,620 | | | $ | 261,235 | |
(1) Consists of fees for professional services rendered for the audit of our financial statements, review of our interim condensed financial statements, professional consultations with respect to accounting matters and assistance with registration statements filed with the SEC and services that are normally provided by Deloitte or Ernst & Young, as applicable in connection with statutory and regulatory filings or engagements.
During the fiscal year 2023, Deloitte performed audit services for Neoleukin Therapeutics, Inc., merger acquirer of Neurogene Inc. Audit fees related to the services provided to Neoleukin Therapeutics, Inc. totaled $463,233 and consisted of services performed in connection with Forms 10-Q, Form S-4 and 8-K filings for fiscal year 2023.
(2) Consists of fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements.
(3) Consists of fees for professional services for tax compliance, tax advice and tax planning.
(4) Consists of fees for all other services.
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X | 2 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Pre-Approval Policies and Procedures | | | | | | | | | | | | | | | | | |
| | | | Our Board has set April 20, 2023 as the record date for the Annual Meeting. If you were a stockholder of record of our common stock at the close of business on April 20, 2023, you are entitled to vote atOur Audit Committee has adopted procedures requiring the pre-approval of all audit and non-audit services performed by our independent auditor in order to assure that these services do not impair the auditor’s independence. These procedures generally approve the performance of specific services subject to a cost limit for all such services. This general approval is reviewed, and if necessary modified, at least annually. Management must obtain the specific prior approval of the committee for each engagement of our auditor to perform other audit-related or non-audit services. The committee does not delegate its responsibility to pre-approve services performed by our auditor to any member of management. The committee has delegated authority to the committee chair to pre-approve audit and non-audit services to be provided to us by our auditor provided that the fees for such services do not exceed $100,000. Any pre-approval of services by the committee chair pursuant to this delegated authority must be reported to the committee at its next regularly scheduled meeting. As of the record date, 42,828,346 shares of our common stock were issued and outstanding and, therefore, eligible to vote at the meeting.
Holders of common stock are entitled to one vote per share. There is no cumulative voting.
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| Who is entitled to
vote at the meeting? | | | |
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| | | | The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment. | |
| What if another matter is properly brought before
the meeting? | | | |
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Report of the Audit Committee | | | | | | | | | | | | | | |
| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 3 |
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| | | | You may either vote “For” or “Withhold” for each nominee to the Board of Directors. On proposals for the approval of the Reverse Stock Split Proposal, the Exculpation Amendment, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, and the advisory approval of the compensation of named executive officers, you may vote “For” or “Against” or abstain from voting.
The procedures for voting are as follows: | |
| How do I vote? | | | |
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| | | | During Meeting
| By Mail
| By Phone
| By Internet
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| | | | Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote online at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.
•To vote online at the meeting, attend the Annual Meeting on the internet at www.virtualshareholdermeeting.com/NLTX2023. If you hold shares in multiple accounts, please note that you will only be able to vote shares associated with the control number you use to log in to the meeting.
•To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
•To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time, on June 7, 2023 to be counted.
•To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 11:59 p.m., Eastern Time, on June 7, 2023 to be counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your
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X | 4 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
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| | | | broker or bank included with these proxy materials or contact your broker or bank to request a proxy form. Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
We strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the meeting.
On each matter to be voted upon, you have one vote for each share of common stock you own as of April 20, 2023.
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| | | | Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is considered to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of various national and regional securities exchanges, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any non-binding advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Ratification of the appointment of auditors is considered a “routine” matter. Accordingly, unless you provide instructions, your broker or nominee may not vote your shares on the election of any of the nominees for director, the Reverse Stock Split Proposal, the Exculpation Amendment, or the non-binding advisory approval of compensation of our named executive officers, but may vote your shares on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”
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| What happens
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 5 |
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| | | | If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all of the nominees for director, “For” the Reverse Stock Split Amendment, “For” the Exculpation Amendment, “For” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023, and “For” the non-binding advisory approval of compensation of our named executive officers. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment. | |
| What if I return
a proxy card or otherwise vote, but do not make specific choices? | | | |
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| | | | We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. | |
| Who is paying
for this proxy solicitation? | | | |
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| | | | If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.
Please note that if you hold shares in more than one account, you will receive a different control number for each account. You may log in to the Annual Meeting using any of your control numbers, however, you will only be able to vote the shares associated with that control number at the Annual Meeting. Therefore we encourage you to submit your votes in advance of the meeting for all accounts you hold to ensure your vote is counted at the meeting. | |
| What does it mean
if I receive more than one Notice? | | | |
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X | 6 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
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| | | | Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
•You may submit another properly completed proxy card with a later date.
•You may grant a subsequent proxy by telephone or through the internet.
•You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 188 East Blaine Street, Suite 450, Seattle, Washington 98102.
•You may attend the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
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| Can I change my
vote after submitting my proxy? | | | |
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| | | | To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 29, 2023, to our Corporate Secretary at 188 East Blaine Street, Suite 450, Seattle, Washington 98102, and must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that if our 2024 Annual Meeting of Stockholders is held before May 9, 2024 or after July 8, 2024, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 2024 Annual Meeting of Stockholders. If you wish to submit a proposal (including a director nomination) at the 2024 Annual Meeting of Stockholders that is not to be included in next year’s proxy materials, the proposal must be received by our Corporate Secretary not later than the close of business on March 25, 2024 nor earlier than the close of business on February 24, 2024; provided, however, that if our 2024 Annual Meeting of Stockholders is held before May 9, 2024 or after August 7, 2024, then the proposal must be received no earlier than the close of business on the 105th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. | |
| When are stockholder proposals and director nominations
due for next year’s annual meeting? | | | |
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 7 |
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| | | | Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; and, with respect to the Reverse Stock Split Amendment, Exculpation Amendment, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm and approval on a non-binding, advisory basis of the compensation for our named executive officers, votes “For,” “Against,” abstentions and broker non-votes. | |
| How are
votes counted? | | | |
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| | | | For the election of directors, the three nominees to serve until the 2026 Annual Meeting of Stockholders receiving the most “For” votes from the shares present online at the meeting or represented by proxy and entitled to vote generally on the election of directors will be elected. Because directors are elected by a plurality of the votes received, only votes “For” will affect the outcome. A “Withhold” will have the same effect as an abstention. Broker non-votes will have no effect.
To be approved, Proposal No. 2, the approval of the Reverse Stock Split Amendment, must receive “For” votes from the holders of a majority of the voting power of all of the outstanding shares of common stock. Abstentions and broker non-votes will have the same effect as an “Against” vote on that proposal.
To be approved, Proposal No. 3, the approval of the Exculpation Amendment, must receive “For” votes from the holders of at least sixty-six and two-thirds percent of the voting power of all of the outstanding shares of common stock. Abstentions and broker non-votes will have the same effect as an “Against” vote on that proposal.
To be approved, Proposal No. 4, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023 must receive “For” votes from the holders of a majority of shares present online at the meeting or represented by proxy and are voted “For” or “Against” the matter. If you “Abstain” from voting, it will have no effect on the vote. Broker non-votes will have no effect.
Proposal No. 4 is considered a routine matter and therefore no broker non-votes are expected to exist in connection with Proposal No. 4. The other proposals are considered non-routine matters.
To be approved, Proposal No. 5, a non-binding advisory vote on the compensation for our named executive officers, must receive “For” votes from the holders of a majority of shares present in person or represented by proxy and are voted for or against the matter. If you “Abstain” from voting, it will have no effect on the vote. Broker non-votes will have no effect.
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| How many votes are needed to approve each proposal? | | | |
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X | 8 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
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| | | | A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present online at the meeting or represented by proxy. On the record date, there were 42,828,346 shares outstanding and entitled to vote. Thus, the holders of 21,414,174 shares must be present online at the meeting or represented by proxy at the Annual Meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present online at the meeting or represented by proxy may adjourn the Annual Meeting to another date.
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| What is the quorum requirement? | | | |
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| | | | You will vote on the following management proposals:
1.To elect each of M. Cantey Boyd, Rohan Palekar, and Todd S. Simpson as Class III directors of the Company to hold office until the 2026 Annual Meeting of Stockholders.
2.To approve the Reverse Stock Split Amendment.
3.To approve the Exculpation Amendment.
4.To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023.
5.To approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers in 2022.
The Board recommends that you vote FOR all the nominees in Proposal No. 1, and FOR Proposal Nos. 2, 3, 4 and 5.
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| How does the Board recommend that I vote? | | | |
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| | | | Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results. | |
| How can I find out
the results of the voting at the Annual Meeting? | | | |
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 9 |
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| | | | By submitting your proxy card, you authorize the proxies named therein to use their judgment to determine how to vote on any other matter brought before the meeting. We do not know of any other business to be considered at the meeting.
The proxies’ authority to vote according to their judgment applies only to shares you own as the stockholder of record. | |
| How will the proxies vote on any other business brought
up at the meeting? | | | |
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| | | | Stockholders may communicate with our Board by sending a letter addressed to the Board of Directors, all independent directors or specified individual directors to: Neoleukin Therapeutics, Inc., c/o Corporate Secretary at 188 East Blaine Street, Suite 450, Seattle, Washington 98102. All communications will be compiled by the Secretary and submitted to the Board or the specified directors on a periodic basis. | |
| How can I communicate with Neoleukin’s Board
of Directors? | | | |
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Important Notice RegardingThe Audit Committee has reviewed and discussed the Availability of Proxy Materialsaudited financial statements for the Stockholder Meetingyear ended December 31, 2023 with the Company’s management and with Deloitte, the Company’s independent registered public accounting firm. The Audit Committee has discussed with Deloitte the matters required to be Helddiscussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from Deloitte pursuant to applicable PCAOB requirements regarding its communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Deloitte its independence. Based on June 8, 2023
This proxy statement and the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at http://investor.neoleukin.com/financial-filings/sec-filings.2023 for filing with the SEC.
This report is provided by the following directors, who serve on the Audit Committee:
Cory Freedland, Ph.D. (Chair)
Rohan Palekar
Keith Woods
Board Recommendation
The Board recommends a vote “FOR” this proposal.
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X | 10 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Proposal One
ELECTION OF DIRECTORS
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Our business affairs are managed under the direction of our Board. Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, although vacancies in a particular class that are not immediately filled may result in a temporary imbalance in the classes. Each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. On March 31, 2023, Dr. Jonathan Drachman, M.D., who served as our President and Chief Executive Officer and as a member of the Board from August 2019 until that date, resigned from both his position as President and Chief Executive Officer and as a Class II director. Upon Dr. Drachman’s resignation, the Board reduced the number of directors to six members. | | |
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The Board presently has six members. There are three Class III directors whose termadopted a set of office expires in 2023. If elected atCorporate Governance Guidelines as a framework for the Annual Meeting, eachgovernance of the nominees would serve untilCompany, which is posted on our website located at https://ir.neurogene.com/corporate-governance/governance-overview under “Governance Documents.”
Our Governance Structure and Philosophy
Our governance practices reflect the 2026 annual meetingenvironment in which we operate and until hisare designed to support our mission to turn devastating neurological diseases into treatable conditions and improve the lives of patients and families impacted by these rare diseases. We are a clinical stage biotechnology company in an evolving industry, with a focus on developing our candidate pipeline through both business development and internal research efforts, and, like other companies in the biotechnology industry, face extreme stock price and volume fluctuations that are often unrelated or her successor has been duly electeddisproportionate to our operating performance. With these business environment considerations in mind, the Board believes our current governance structure enables the management team to act with deliberation and qualified,to focus on delivering long-term value to stockholders and protect minority investors from the interests of potentially short-sighted investors who may seek to act opportunistically and not in the best interests of the Company or if sooner, untilstockholders generally. This structure includes the director’s death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. All offollowing elements:
•Classified board: our directors attended the 2022 Annual Meeting of Stockholders.
The following table sets forth informationserve three-year terms, with respect to our directors, including the three nominees for election at the Annual Meeting, as of April 20, 2023:
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Name | Age | Position | Director Since |
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Class III Directors – Nominees for Election at the 2023 Annual Meeting | |
M. Cantey Boyd | 43 | Director | August 2019 |
Todd Simpson | 62 | Director, Chairman of the Board | January 2014 |
Rohan Palekar | 57 | Director | March 2022 |
Class I Directors – Continuing in Office until the 2024 Annual Meeting | |
Martin Babler | 58 | Director | September 2020 |
Erin Lavelle | 45 | Director | June 2020 |
Class II Directors – Continuing in Office until the 2025 Annual Meeting | |
Sarah B. Noonberg | 55 | Director | August 2019 |
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 11 |
Each of the nominees was recommended for election by the Nominating and Corporate Governance Committee1/3 of the Board (instead of Directors.the entire Board) elected at each annual meeting. This helps to provide stability and continuity, permitting directors to develop and share institutional knowledge and focus on the long term, and encourages stockholders to engage directly with the Board and management team regarding significant corporation transactions.
Directors•Supermajority voting: the voting standard for most items is a majority of shares present, but 66 2/3% of the outstanding shares are needed to amend certain provisions of our Certificate of Incorporation and Bylaws and remove directors. This helps protect against a small group of stockholders acting to amend our governing documents or to remove directors for reasons that may not be in the best interests of all stockholders.
•Plurality voting for directors: our directors are elected by a plurality of votes cast (instead of a majority of votes cast), meaning the nominees with the most votes ofare elected. This helps avoid potential disruption to the holders of shares of common stock present online at the meeting or represented by proxyBoard and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. A “Withhold” vote will have the same effect as an abstention. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees. You may not cumulate votes in the election of directors. If any nominee becomes unavailable for electionmanagement team as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted fora “failed election.”
•Stockholders cannot call special meetings or act by written consent: stockholders can propose business at each annual meeting (in accordance with our advance notice bylaws and Rule 14a-8), but cannot call a stockholder vote in between annual meetings or act by written consent. This helps avoid unnecessary diversion of Board and management time (potentially at the electionrequest of a substitute nominee proposed by Neoleukin. Each person nominated for election has agreedlimited number of stockholders acting to serve if elected. Our management has no reasonfurther short-term special interests) from executing on our long-term strategy.
Recognizing that the Company’s operating environment continues to believeevolve and that any nominee willgovernance practices should not be unablestatic as a matter of course, the Board annually evaluates our governance structure to serve.confirm it remains in the best interests of the Company and stockholders and values input from our stockholders on this topic.
Board Diversity Matrix (as of April 20, 2023)
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| Total number of Directors | 6 |
| Gender Identity | Male | Female | Non-Binary | Not Disclosed |
| Number of Directors based on Gender Identity | 3 | 3 | – | – |
| Number of Directors who identify in any categories below: |
| African American or Black | – | – | – | – |
| Alaskan Native or American Indian | – | – | – | – |
| Asian | 1 | – | – | – |
| Hispanic or Latinx | – | – | – | – |
| Native Hawaiian or Pacific Islander | – | – | – | – |
| White | 2 | 3 | – | – |
| Two or More Races or Ethnicities | – | – | – | – |
| LGBTQ+ | 1 |
| Did Not Disclose Demographic Background | – |
Director Qualifications, Skills and Attributes
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X | 12 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Nominees for Election for a Three Year Term Expiring at the 2026 Annual Meeting
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M. Cantey Boyd | Director Since: 2019
| Age:43
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M. Cantey Boyd is a Managing Director at Baker Bros. Advisors LP, a registered investment adviser focused on long-term investments in life-sciences companies. Prior to joining Baker Bros. Advisors LP in 2005, Ms. Boyd was an Analyst in the Healthcare Investment Banking Group of Deutsche Bank Securities from 2002 to 2004. Ms. Boyd graduated with an A.B. in Business-Economics from Brown University. |
The Nominating and Corporate Governance Committee believes that Ms. Boyd is qualified to serve on our Board because
of her significant experience working with life sciences companies. |
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Rohan Palekar | Director Since: 2022
| Age: 57
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Rohan Palekar was appointed to our Board in March 2022 to fill a vacancy on the Board created by the resignation of a prior director. Mr. Palekar, age 56, has served as Chief Executive Officer and director of 89Bio, Inc., a biopharmaceutical company, since June 2018. Mr. Palekar held various positions at Avanir Pharmaceuticals, Inc., a specialty pharmaceutical company, including the role of President and Chief Executive Officer of Avanir following its acquisition by Otsuka Pharmaceutical Co., Ltd. in 2015. Prior to the acquisition, Mr. Palekar had also served as Chief Operating Officer and Chief Commercial Officer of Avanir. From 2008 to 2011, Mr. Palekar served as Chief Commercial Officer for Medivation, Inc., a biopharmaceutical company, where he was responsible for all commercial activities, chemistry, manufacturing and controls, medical affairs, and public relations functions. Mr. Palekar also spent over 16 years at Johnson & Johnson, a diversified healthcare company, in various senior commercial and strategic management roles. Since 2018, he has served as a trustee for Aim High for High School, a non-profit educational institution, and currently serves as Chairman of the Board of Trustees. Mr. Palekar earned his M.B.A. from the Tuck School of Business at Dartmouth College, his B.Com. in Accounting from the University of Mumbai and his L.L.B. from the University of Mumbai. Mr. Palekar is also a certified Chartered Accountant and a Cost and Management Accountant. |
The Nominating and Corporate Governance Committee believes that Mr. Palekar is qualified to serve on our Board because of his extensive experience with biotechnology companies and his extensive knowledge of compliance and oversight of the financial reporting processes of publicly traded corporations. |
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 13 |
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Todd Simpson | Director Since: 2014
| Age:62
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Todd Simpson has served as a member of our Board since January 2014 and as the Chairman of the Board since March 2020. Since October 2005, Mr. Simpson has served as the Chief Financial Officer of Seagen, Inc., a biotechnology company (formerly Seattle Genetics, Inc.). From October 2001 to October 2005 Mr. Simpson was Vice President, Finance & Administration and Chief Financial Officer of Targeted Genetics Corporation, a biotechnology company. From January 1996 to October 2001, Mr. Simpson served as Vice President, Finance & Administration and Chief Financial Officer of Aastrom Biosciences, Inc., a biotechnology company. From 1992 through August 1995, Mr. Simpson held various finance-related positions at Telios Pharmaceuticals, Inc., ultimately serving as Vice President of Finance and Chief Financial Officer until its acquisition by Integra LifeSciences Corporation, a biotechnology company, in August 1995; subsequent to that acquisition, he served as Treasurer of Integra LifeScience Corporation until December 1995. Mr. Simpson is a certified public accountant (inactive), and from 1983 to 1992 he practiced public accounting with the firm of Ernst & Young LLP. Mr. Simpson received a B.S. in Accounting and Computer Science from Oregon State University. |
The Nominating and Corporate Governance Committee believes that Mr. Simpson is qualified to serve on our Board and as Chairman of the Audit Committee because of his extensive experience with biotechnology and pharmaceutical companies and his extensive knowledge of accounting principles and financial reporting rules and regulations, tax compliance and oversight of the financial reporting processes of publicly traded corporations. |
Nomination ProcessThe Board recommends a voteNominating Committee is responsible for, among other things, engaging in favor of each named nominee.
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X | 14 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Directors Continuing in Office Until the 2024 Annual Meeting
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Martin Babler | Director Since: 2020
| Age:57
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Martin Babler has served on our Board since September 2020. He has served as President and CEO of Alumis Inc., a privately held biopharmaceutical company, since September 2021. From April 2011 to October 2020, Mr. Babler served as President and Chief Executive Officer at Principia Biopharma Inc., a biopharmaceutical company which was acquired by Sanofi SA in September 2020. From December 2007 to April 2011, Mr. Babler served as President and Chief Executive Officer of Talima Therapeutics, Inc., a pharmaceutical company. From 1998 to 2007, Mr. Babler held several positions at Genentech, Inc., a biopharmaceutical company, notably as Vice President, Immunology Sales and Marketing. While at Genentech he also helped to build and lead the commercial development organization and the cardiovascular marketing organization. Mr. Babler was previously employed at Eli Lilly and Company, a pharmaceutical company, in positions focused on sales, sales management, global marketing and business development. Mr. Babler presently serves on the board ofsuccession planning for directors of Prelude Therapeutics Inc, Sardona Therapeutics Inc, and on the Health Section and Emerging Companies Section Governing Boards of the Biotechnology Innovation Organization, or BIO. Mr. Babler received a Swiss Federal Diploma in pharmacy from the Federal Institute of Technology in Zurich and completed the Executive Development Program at the Kellogg Graduate School of Management at Northwestern University. |
The Nominating and Governance Committee believes that Mr. Babler is qualified to serve on our Board because he has extensive experience in the biopharmaceutical industry. |
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Erin Lavelle | Director Since: 2020
| Age:44
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Erin Lavelle has served on our Board since May 2020. From October 2020 to March 2023, Erin was the Chief Operating Officer and Chief Financial Officer for Eliem Therapeutics (ELYM), a Seattle-based public company focused on neurology therapeutics. From April 2018 to February 2020, Ms. Lavelle served as the Chief Operating Officer at Alder BioPharmaceuticals, Inc. In addition to that role, she served as Alder’s appointed director for Vitaeris Inc., a privately held biotechnology company founded based in Vancouver, British Columbia, Canada. Prior to that, she served in various roles at Amgen Inc. from 2003 to 2018, most recently serving as General Manager Taiwan from September 2017 to April 2018, as Executive Director, Japan Asia Pacific (Hong Kong) from May 2016 to September 2017, and Executive Director, Global Marketing Business Analytics and Insights from June 2014 to May 2016. She started her career in Investment Banking at Merrill Lynch. Ms. Lavelle holds a Bachelor of Arts in Economics from Yale University. |
The Nominating and Governance Committee believes that Ms. Lavelle is qualified to serve on our Board because she has extensive experience in the biopharmaceutical industry. |
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 15 |
Directors Continuing in Office until the 2025 Annual Meeting
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Sarah B. Noonberg, M.D., Ph.D. | Director Since: 2019
| Age:54
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Sarah B. Noonberg, M.D., Ph.D., is the Chief Medical Officer of Metagenomi, a next generation gene editing biotechnology company. Previously, from September 2020 to September 2022, Dr. Noonberg was the Chief Medical Officer of Maze Therapeutics, a human-genetics driven research and development company, and from May 2018 to May 2019, Dr. Noonberg served as the Chief Medical Officer of Nohla Therapeutics Inc., a developer of universal, off-the-shelf cell therapies for patients with hematological malignancies and other critical diseases. Prior to joining Nohla Therapeutics, she served as the Chief Medical Officer of Prothena Corporation plc, a biotechnology company, from May 2017 to May 2018. Dr. Noonberg previously served as Group Vice President and Head of Global Clinical Development at BioMarin Pharmaceuticals Inc., a biotechnology company from August 2015 to March 2017. From May 2007 to August 2015, she held several positions at Medivation, Inc., a biopharmaceutical company, culminating in the position of Senior Vice President of Early Development. She currently serves on the board of directors of Protagonist Therapeutics, Inc. Dr. Noonberg received her M.D. at the University of California, San Francisco, her Ph.D. in Bioengineering at the University of California, Berkeley, and her B.S. in Engineering at Dartmouth College. She is a board-certified internist and completed her residency at Johns Hopkins Hospital. |
The Nominating and Governance Committee believes that Dr. Noonberg is qualified to serve on our Board because she has extensive medical knowledge and clinical development and regulatory expertise. |
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X | 16 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Information Regarding the Board of Directors and Corporate Governance
Independenceidentifying qualified individuals to become members of the Board of Directors
As required under The Nasdaq Stock Market LLC (“Nasdaq”) listing standards, a majorityto oversee management’s execution of the Company’s strategy and safeguard the long-term interests of stockholders. In this regard, the committee is charged with developing and recommending Board membership criteria to the Board for approval, evaluating the composition of the Board annually to assess the skills and experience that are currently represented on the Board and to assess the criteria that may be needed in the future, and identifying, reviewing the qualifications of and recommending potential director candidates.
In identifying potential candidates for Board membership, the Nominating Committee considers recommendations from directors, stockholders, management and others, including, from time to time, third-party search firms to assist it in locating qualified candidates. Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities. As part of this vetting process, the committee, as well as other members of the Board and the Chief Executive Officer (“CEO”), may conduct interviews with the candidates. If the committee determines that a listed company’spotential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.
Criteria for Board Membership
In assessing potential candidates for Board membership and in assessing Board composition, the Nominating Committee considers a wide range of Directors must qualify as “independent,” as affirmatively determined byfactors, including directors’ experience, knowledge, understanding of our business environment and specific skills they may possess that are helpful to the Company (including leadership experience, financial expertise and industry knowledge). The committee generally seeks to balance the experiences, skills and characteristics represented on the Board and does not assign specific weight to any of these factors.
In addition, the Nominating Committee generally believes it is important for all Board members to possess the highest personal and professional ethics, integrity and values, an inquisitive and objective perspective, a sense for priorities and balance, the ability and willingness to devote sufficient time and attention to Board matters, and a willingness to represent the long-term interests of all our stockholders.
Board Diversity
In addition to the factors discussed above, the Board and the Nominating Committee actively seek to achieve a diversity of occupational and personal backgrounds on the Board. The Board consults with our counselNominating Committee considers a potential director candidate’s ability to ensure thatcontribute to the diversity of personal backgrounds on the Board, including with respect to gender, race, ethnic and national background, geography, age and sexual orientation.
The Nominating Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of Director’s determinations are consistentthe composition of the Board. In this regard, our current Board of six directors includes one director (17%) who self-identifies as female and one director (17%) who self-identifies as racially/ethnically diverse.
In accordance with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinentNasdaq’s board diversity listing standards, of Nasdaq,we are disclosing aggregated statistical information about our Board’s self-identified gender and racial characteristics and LGBTQ+ status as in effect from timevoluntarily confirmed to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships betweenus by each director, or any of his or her family members, and us, our senior management and our independent auditors, the Board has affirmatively determined that the all six of our current directors are independent directors withindirectors.
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Board Diversity Matrix (as of the date of this Proxy Statement) | |
| Total number of directors - 6 | | | | | | | | | | | | | | | | | | | | |
| Gender identity: | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | |
| Directors | | | | 1 | | | | | 4 | | | | | — | | | | | 1 | |
| Number of directors who identify in any of the categories below: | |
| African American or Black | | | | — | | | | | — | | | | | — | | | | | — | |
| Alaskan Native or Native American | | | | — | | | | | — | | | | | — | | | | | — | |
| Asian | | | | — | | | | | 1 | | | | | — | | | | | — | |
| Hispanic or Latinx | | | | — | | | | | — | | | | | — | | | | | — | |
| Native Hawaiian or Pacific Islander | | | | — | | | | | — | | | | | — | | | | | — | |
| White | | | | 1 | | | | | 3 | | | | | — | | | | | — | |
| Two or More Races or Ethnicities | | | | — | | | | | — | | | | | — | | | | | — | |
| LGBTQ+ | | | — | |
| Did Not Disclose Demographic Background | | | 1 | |
Stockholder Recommendations for Directors
It is the meaning of the applicable Nasdaq listing standards. In making this determination, the Board found that none ofNominating Committee’s policy to consider written recommendations from stockholders for director candidates. The committee considers candidates recommended by our directors had a material or other disqualifying relationship with Neoleukin. The Board also considered Ms. Boyd’s role as an advisor at Baker Bros. Advisors LP in light of the relationship we have with Baker Bros. Advisors LP and affiliated entities as significant stockholders in making the determination that Ms. Boyd is an independent director.same manner as a candidate recommended by other sources. Any such recommendations should be submitted to the committee as described under “Stockholder Communications” and should include the same information required under our Bylaws for nominating a director, as described under “Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting.”
Board Leadership Structure
In accordanceWe do not have a policy regarding whether the roles of the Chair of the Board and the CEO should be separate or combined, and our Board believes that there is no single, generally accepted board leadership structure that is appropriate
across all circumstances, and that the right structure may vary as circumstances change. As such, the Board periodically reviews its leadership structure to evaluate whether the structure remains appropriate for the Company, and may modify this structure from time to time as and when appropriate to best address the Company’s unique circumstances and advance the best interests of all stockholders.
Currently, Rachel McMinn, our CEO, also serves as Executive Chair of the Board. Our Board believes that this is the appropriate board leadership structure for us at this time. Combining the roles of CEO and Chair provides unified and efficient leadership as the person responsible for driving strategy and agenda setting at the board level will also be responsible for executing on that strategy as CEO. To help facilitate the Board’s independent oversight of management, the independent directors have the opportunity to meet in executive session without management present at each regular Board meeting and has designated Cory Freedland, an independent director, to preside at those sessions. The purpose of these executive sessions is to encourage and enhance communication among the independent directors.
The Board believes that its programs for overseeing risk, as described under “Board Risk Oversight,” would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.
Director Independence
Nasdaq listing rules require a majority of a listed company’s board of directors to be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Exchange Act.
Our Board undertook a review of its composition and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including the beneficial ownership of our corporate governance guidelines,capital stock by each non-employee director, our Board has determined that Drs. Baffi, Freedland and Noonberg and Messrs. Palekar and Woods qualify as “independent directors” as defined by the Nasdaq listing rules. Dr. McMinn is not an independent director because she is our CEO. Former directors Martin Babler, M. Cantey Boyd, Erin Lavelle and Todd Simpson were previously determined to be “independent” under the Nasdaq listing rules.
Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the additional independence criteria applicable to directors on such committees under Nasdaq listing rules and the rules and regulations established by the SEC.
Board Committees
Our Board has a copyseparately designated Audit Committee, Compensation Committee and Nominating Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees is empowered to retain outside advisors as it deems appropriate, regularly reports its activities to the full Board and has a written charter, which is posted on our website located at http:https://investor.neoleukin.com/ir.neurogene.com/corporate-governance/governance-overview under “Governance Documents.”
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| Name | Audit
Committee | Compensation
Committee | Nominating
Committee |
| Robert Baffi | | X | Chair |
| Cory Freedland | Chair | | |
| Rachel McMinn | | | |
| Sarah B. Noonberg | | X | |
| Rohan Palekar | X | Chair | |
| Keith Woods | X | | X |
# of Meetings in 2023(1) | 0 | 0 | 0 |
(1) In connection with the Merger Closing, four of the previous six members of the Board resigned and four new directors were appointed to the Board, and all committees were reformed following that change in Board membership. We are only reporting on these committees from and after the Merger Closing through the end of 2023, and there were no committee meetings during those two weeks.
Audit Committee.The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, qualifications and independence of the outside auditor. This includes
reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls. The committee also makes recommendations to the Board as to whether financial statements should be included in the “Corporate Governance” section thereof, our Board has flexibility to determine whetherCompany’s Annual Report on Form 10-K.
Dr. Freedland qualifies as an “audit committee financial expert,” as that term is defined in the officesrules and regulations established by the SEC, and all members of the ChairpersonAudit Committee are “financially literate” under Nasdaq listing rules.
Compensation Committee.The primary responsibilities of our Compensation Committee are to periodically review and approve the compensation and other benefits for our executive officers and directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating the performance of our CEO in light of the goals and objectives and setting or recommending to the Board the CEO’s compensation based on the committee’s evaluation. The committee also oversees the evaluation of other executive officers and sets or recommends to the Board the compensation of such executive officers based upon the recommendation of the CEO, administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans and oversees our strategies and policies related to human capital management.
The Compensation Committee may delegate its duties and responsibilities to one or more subcommittees. The committee may also delegate authority to certain of our executive officers to review and approve the compensation of our employees and to approve certain equity grants within defined parameters. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee engaged Aon plc (“Aon”) in 2023 to provide advice regarding the amount and form of executive and director compensation.
Nominating Committee.The primary responsibilities of our Nominating Committee are to engage in succession planning for the Board, identify individuals qualified to become members of the Board, recommend director candidates to the Board, including for election or reelection to the Board at each annual stockholders’ meeting, and perform a leadership role in shaping the Company’s corporate governance. In addition, the committee is responsible for developing and recommending to the Board criteria for identifying and evaluating qualified director candidates and developing and recommending to the Board a set of corporate governance principles. The committee is also responsible for making recommendations to the Board concerning the size, structure, composition and functioning of the Board and Chief Executive Officer should be separate. The its committees and overseeing significant corporate sustainability maters relevant to the Company’s business, including environmental, social and governance matters.
Board in consultation with our NominatingRisk Oversight
We believe that risk management is an important part of establishing and Governance Committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership for the Company. Our Nominating and Governance Committee will periodically consider the Board’s leadership structure and make recommendations to change the structure as it deems appropriate.
In March 2020, the Board appointed Mr. Simpson, who was acting as our lead independent director, as Chairman of the Board. The Board believes that this leadership structure was appropriate while our former Chief Executive Officer, Jonathan Drachman, was also servingexecuting on the Board because it enabled theCompany’s business strategy. Our Board, as a whole and at the committee level, focuses its oversight on the most significant risks facing the Company and on the Company’s processes to engage inidentify, prioritize, assess, manage and mitigate those risks. The committees oversee specific risks within their purview, as follows:
•The Audit Committee has overall responsibility for overseeing the Company’s practices with respect to risk assessment and management. Additionally, the committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, compliance and information technology and cybersecurity.
•The Compensation Committee is responsible for overseeing management of risks related to our compensation policies and programs and human capital management practices.
•The Nominating Committee is responsible for overseeing management of risks related to director succession planning, corporate governance practices and sustainability practices.
Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for assessing and managing risks, including implementing processes and controls to mitigate their effects on the Company.
Other Corporate Governance Practices and Policies
Director Attendance
In connection with the Merger Closing, four of management, promote communication and collaboration between management andthe six members of the Board who had served as directors of Neoleukin resigned and oversee governance matters, while allowing our Chief Executive Officer to focus on his primary responsibility, the operational leadership and strategic direction of the Company. In addition,four additional members were appointed such that the Board was ablereconstituted with a total of six members. We refer to benefit from the perspectivepost-Merger Closing board of directors as the “Board”.
Prior to the Merger Closing, the Board of Neoleukin held 18 meetings. In the two weeks between the Merger Closing and insightsthe end of Mr. Simpson and Dr. Drachman as a result of their extensive experience in2023, neither the biotechnological and biopharmaceutical industries. Since Dr. Drachman’s departure, there has not beenBoard nor any executive officer of the Company serving as acommittees of the Board held meetings. No member of the Board. Any further changes to the leadership structure of our Board if made, will be promptly disclosed in the investor relations section of our website and in our proxy materials. Our Board, in its sole discretion, may seek input from our stockholders on the leadership structure of the Board.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 17 |
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| | INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
Role of The Board of Directors in Risk Oversight
One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole as well as through Board of Directors standing committees that address risks inherent in their respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major risks and enterprise exposures, including cybersecurity and other information technology risks, controls and procedures, and other areas the Audit Committee determines are necessary or appropriate. The Audit Committee reviews the steps our management has taken to monitor and control these exposures, including the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. The Compensation Committee assists our Board in assessing risks created by the incentives inherent in our compensation policies.
Meetings(including members of the Board of Directors
The Board met 12 times during 2022. Each Board memberprior to the Merger Closing) attended less than 75% or more of the aggregate number of meetings of the Board and of the committees on which theyhe or she served during 2022.the period in which he or she was on the Board or committee.
Information Regarding Standing CommitteesDirectors are encouraged to attend the annual meeting of stockholders. All of our directors who were directors at the time of our 2023 annual meeting of stockholders were in attendance at that meeting.
Stockholder Communications
Stockholders and other interested parties may communicate with our Board or a particular director by sending a letter addressed to the Board or a particular director to our Corporate Secretary at the address set forth on the first page of this Proxy Statement. These communications will be compiled and reviewed by our Corporate Secretary, who will determine whether the communication is appropriate for presentation to the Board or the particular director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).
To enable the Company to speak with a single voice, as a general matter, senior management serves as the primary spokesperson for the Company and is responsible for communicating with various constituencies, including stockholders, on behalf of the Company. Directors may participate in discussions with stockholders and other constituencies on issues where Board-level involvement is appropriate. In addition, the Board oversees the Company’s stockholder engagement efforts.
TheCode of Business Conduct and Ethics
Our Board has three standing committees, an Audit Committee,adopted a Compensation CommitteeCode of Business Conduct and a Nominating and Corporate Governance Committee. The following table provides membership information asEthics that establishes the standards of April 20, 2023 and the number of meetings each of these committees held in 2022:
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| Name | Audit
Committee | Compensation
Committee | Nominating and Corporate Governance Committee |
| | | |
| Mr. Martin Babler | | C | |
| Ms. M. Cantey Boyd | | X | X |
| Ms. Erin Lavelle | X | | X |
| Dr. Sarah Noonberg | | | C |
| Mr. Rohan Palekar | X | X | |
| Mr. Todd Simpson | C | | |
| Total meetings in 2022: | 4 | 5 | 7 |
XMemberCChairperson
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X | 18 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
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| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | | |
The Board has determined that each member of each of the above committees meets theethical conduct applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.
Below is a description of each such committee of the Board.
Audit Committee
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Members | Responsibilities |
Mr. Simpson (Chair)Ms. Lavelle
Mr. Palekar
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•Reviewing with management and our independent auditors our financial results, including our financial statement audits;
•Providing oversight over our accounting and financial reporting processes and systems of internal controls and the integrity of the company’s financial statements;
•Selecting and hiring our independent registered public accounting firm;
•Evaluating the qualifications, independence and performance of our independent auditors;
•Reviewing with management our programs for compliance with legal and regulatory requirements and risk exposures;
•Reviewing and approving related-person transactions; and
•The preparation of the audit committee report to be included in our annual proxy statement.
The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee that served during 2022 were, and all current members are, independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) of the Nasdaq listing standards and Rule 10A-3 of the Exchange Act). Our Board also determined that each member of the Audit Committee that served during 2022 could, and all current members can, read and understand fundamental financial statements in accordance with applicable requirements.
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The Board has adopted a written Audit Committee charter that is available to stockholders on our website at
http://investor.neoleukin.com/corporate-governance.
The Board has further determined that Mr. Simpson qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Simpson’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer for a public reporting company.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 19 |
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| | INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
Compensation Committee
| | | | | |
Members | Responsibilities |
Mr. Babler (Chair)Ms. Boyd
Mr. Palekar
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The Compensation Committee of the Board acts on behalf of the Board to review, adopt and oversee our compensation strategy, policies, plans and programs and to assist the Board with other human resources matters. The primary functions of this committee include:
▪evaluating, reviewing, recommending for approval by our Board (as needed), and approving executive officer compensation arrangements, plans, policies and programs;
▪evaluating and recommending non-employee director compensation arrangements for determination by our Board;
▪administering our cash-based and equity-based compensation plans;
▪overseeing our compliance with regulatory requirements associated with the compensation of directors, officers and employees;
▪reviewing with management the Company’s human resource activities;
•when required, reviewing with management our Compensation Discussion and Analysis and considering whether to recommend that it be included in proxy statements and other filings; and
•assisting our Board in assessing risks created by the incentives inherent in our compensation policies.
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All members of our Compensation Committee that served during 2022 were, and all current members are, independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing standards), and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The Board has adopted a written Compensation Committee charter that is available to stockholders on our website at
http://investor.neoleukin.com/corporate-governance.
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Compensation Committee Processes and Procedures
Typically, the Compensation Committee meets quarterly. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with management. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his or her compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all our books, records, facilities,directors, officers and personnel. In addition,employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets and how to report compliance concerns. A copy of the code is available on our website located at https://ir.neurogene.com/corporate-governance/governance-overview under “Governance Documents.” We intend to disclose any amendments to the charter,code, or any waivers of its requirements, on our website to the Compensation Committee hasextent required by applicable rules. Our Board is responsible for applying and interpreting the authoritycode in situations where questions are presented to obtain, atit.
Anti-Hedging Policy
We have a policy that prohibits our expense, advicedirectors, officers, employees and assistanceconsultants from compensation consultants as well as internal and external legal, accounting,engaging in (a) short-term trading; (b) short sales; (c) transactions involving publicly traded options or other advisors,derivatives, such as trading in puts or calls with respect to Company securities; and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisors engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority
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X | 20 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
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| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | | |
to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel, or other advisor to the Compensation Committee, other than in-house legal counsel and certain other types of advisors, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent. In addition, under its charter, the Compensation Committee may form, and delegate authority to, subcommittees and the Chief Executive Officer as appropriate.
After taking into consideration the six factors prescribed by the SEC and Nasdaq described above, the Compensation Committee again engaged Radford, a consultancy group of Aon plc, as a compensation consultant for 2022. The Compensation Committee believes Radford is an appropriate consultant for us as their compensation consulting practice works directly with the compensation committees of more than 150 technology and life science companies annually. The Compensation Committee requested that Radford:
•evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; and
•assist in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy.
As part of its engagement, Radford was requested by the Compensation Committee to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. For the review of executive compensation, Radford analyzed base salary, target bonus and target total cash compensation as well as annual equity awards under a variety of scenarios. For the review of compensation of our Board, Radford analyzed and recommended cash retainers as well as appointment and annual equity awards. Following an active dialogue with Radford and resulting modifications, the Compensation Committee approved the recommendations. The Compensation Committee did not approve fees for other services from Radford than those described above and no work performed by Radford during fiscal year 2022 raised a conflict of interest.(d) hedging transactions.
Compensation Committee Interlocks and Insider Participation
During 2022, noneNone of the members of theour Compensation Committee was currently or had beenhas at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, during the last year, as a member of the Boardboard or Compensation Committeecompensation committee of any entity that has one or more executive officers serving as a member ofon our Board or Compensation Committee.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 21 |
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| | INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
EXECUTIVE OFFICERSNominatingBiographical and Corporate Governance Committee
| | | | | |
Members | Responsibilities |
Dr. Noonberg (Chair)Ms. Boyd
Ms. Lavelle
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The Nominating and Corporate Governance Committee of the Board oversees our corporate governance function. The primary functions of this committee include:
•identifying, considering and recommending candidates for membership on our Board;
•developing and recommending corporate governance guidelines and policies for the Company;
•overseeing the evaluation of the performance of our Board and its committees;
•advising our Board on other corporate governance matters; and
•assisting the Board in overseeing any program related to corporate responsibility and sustainability, including environmental, social and corporate governance matters.
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All members of the Nominating and Corporate Governance Committee that served during 2022 were, and all current members are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at http://investor.neoleukin.com/corporate-governance.
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The Board shall be responsible for nominating persons for election toother information regarding our executive officers, who are appointed by the Board and for filling vacancies onserve at the Board that may occur between annual meetings of stockholders. Our Nominating and Corporate Governance Committee has primary responsibility for setting the qualifications as to who can sit on our Board. The Nominating and Corporate Governance CommitteeBoard’s discretion, is tasked with identifying individuals who meet those qualifications and periodically reviewing our Board’s structure. As part of this process, the Nominating and Corporate Governance Committee will consider the size and breadth of our business and the need for Board diversity and will recommend candidates with the goal of developing an experienced, diverse, and highly qualified Board.
Nominees for director will be selected based on criteria such as independence, integrity, diversity (including with respect to race, ethnicity, gender and sexual orientation), geography, financial skills and other expertise, breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to our Board, ability to contribute to our Board’s overall effectiveness, and the needs of our Board and its committees. We value diversity on a company-wide basis, but have not adopted a specific policy regarding Board diversity.
In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The
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X | 22 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
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| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | | |
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. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: c/o Corporate Secretary, 188 East Blaine Street, Suite 450, Seattle, Washington 98102. Submissions must include 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 and a representation that the nominating stockholder is a beneficial or record holder of our stock. 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.
Stockholder Communications with the Board of Directors
Pursuant to our Corporate Governance Guidelines, stockholders that wish to communicate with the Board, should send such correspondence to the attention of the Secretary, at 188 East Blaine Street, Suite 450, Seattle, WA 98102 or by email at corporatesecretary@neoleukin.com. Our Secretary will forward the communication to the Board unless it is primarily commercial in nature or related to an improper or irrelevant topic. We do not have a formal process by which stockholders may communicate directly with members of our Board. We believe that an informal process, in which any communication sent to the Board in care of the Secretary is generally to be forwarded to the Board, serves the needs of the Board and our stockholders.
Code of Ethics
We have adopted the Neoleukin Therapeutics, Inc. Code of Business Conduct and Ethics that applies to all officers, directors, employees and individuals engaged by the Company as independent contractors. The Code of Business Conduct and Ethics is available on our website at http://investor.neoleukin.com/corporate-governance. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.
Anti-hedging
We have adopted an Insider Trading Policy that that applies to all of our employees, officers and directors, including our Chief Executive Officer and other executive officers, which prohibits such individuals from engaging in hedging or monetization transactions involving our securities, such as zero cost collars and forward sale contracts, or contributing our securities to exchange funds in a manner that could be interpreted as hedging in our stock.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 23 |
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| | INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | |
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines to reflect the Board’ strong commitment to sound corporate governance practices and to encourage effective policy and decision making at both the Board and management level, with a view to enhancing long- term value for our stockholders. The guidelinesbelow. There are also intended to assist the Board in the exercise of its governance responsibilities and serve as a framework within which the Board may conduct its business. The Corporate Governance Guidelines set forth the practices and expectations of the Board with respect to performance evaluation, compensation and succession planning for our Chief Executive Officer and other executive officers, Board and Board committee performance evaluation, the structure and composition of the Board, responsibilities of directors, Board logistics, and stockholder communications with the Board. The Corporate Governance Guidelines, as well as the charters for the Audit, Compensation and Nominating and Corporate Governance committees of the Board, may be viewed at http://investor.neoleukin.com/corporate-governance.
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X | 24 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Report of the Audit Committee
of the Board of Directors
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022 with management of the Company. The Audit Committee has 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 required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Mr. Todd Simpson (Chair)
Ms. Erin Lavelle
Mr. Rohan Palekar
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 25 |
Proposal Two
AUTHORITY FOR A REVERSE STOCK SPLIT
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Summary
We are seeking stockholder approval of the amendment to the Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock by combining outstanding shares of common stock into a lesser number of outstanding shares of common stock by a ratio of not less than 1-for-2 and not more than 1-for-5 at any time prior to the one-year anniversary of the Annual Meeting, with the exact ratio to be set within this range by our Board at its sole discretion, and a corresponding reduction in the number of authorized shares of our common stock. We refer to this as the “Reverse Stock Split” and the proposed amendment itself as the “Reverse Stock Split Amendment.” The proposed Reverse Stock Split Amendment is included as Appendix A, and would add a new Article IV.D to our current Certificate of Incorporation.
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In November 2022, we received a notification from Nasdaq that we are not in compliance with the Nasdaq Listing Standards because our stock price had been trading below $1.00 per share for more than 30 days. Our stock price has not recovered to a price above $1.00 per share in the intervening months, and as a result, our Board has determined that the Reverse Stock Split Amendment would be in the best interests of stockholders in order to allow our common stock to continue to be traded on the Nasdaq Stock Market. However, the Board would like to maintain flexibility to implement the Reverse Stock Split Amendment at a ratio that will be adequate to address our stock price requirements, as well as to abandon the Reverse Stock Split and not effect the Reverse Stock Split Amendment authorized by stockholders, in its sole discretion, if the Board subsequently deems such action is not necessary or not in the best interests of the stockholders.
If this Proposal No. 2 is approved by our stockholders as proposed, our Board would have the sole discretion, but not the obligation, to effect the Reverse Stock Split and the Reverse Stock Split Amendment at any time prior to the one-year anniversary of the Annual Meeting, to fix the specific ratio for the Reverse Stock Split, provided that the ratio would be not less than 1-for-2 and not more than 1-for-5, and to effect a corresponding reduction in the number of authorized shares of our common stock. We believe that enabling our Board to fix the specific ratio of the Reverse Stock Split within the stated range will provide us with the flexibility to implement the split, if our Board chooses to do so, in a manner designed to maximize the anticipated benefits for our stockholders. The determination of the ratio of the Reverse Stock Split will be based on a number of factors, described further below under the heading “—Criteria to be Used for Decision to Apply the Reverse Stock Split.”
If the Reverse Stock Split Amendment is approved by our stockholders, and our Board determines that effecting the Reverse Stock Split is in the best interests of us and our stockholders, the Reverse Stock Split and reduction in the number of issued, outstanding and authorized shares of our common stock would become effective upon the filing of the Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, or at the later time set forth in the Certificate of Amendment. The exact timing of the Certificate of Amendment to the Certificate of Incorporation will be determined by our Board based on its evaluation as to if and when such action will be the most advantageous to us and our stockholders, but will not occur after the one-year anniversary of the Annual Meeting. In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to abandon the Reverse Stock Split Amendment if, at any time prior to the
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effectiveness of the filing of the amendment with the Secretary of State of the State of Delaware, our Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed.
If implemented, the primary purpose for effecting the Reverse Stock Split will be to increase the per-share trading price of our common stock so as to:
•comply with Nasdaq Stock Market listing requirements which require a stock price of above $1.00 per share;
•broaden the pool of investors that may be interested in investing in our company by attracting new investors who would prefer not to invest in shares that trade at lower share prices;
•make our common stock a more attractive investment to institutional investors; and
•better enable us to raise funds to finance planned operations.
If our stock price does not rise above $1.00 per share absent action to implement the Reverse Stock Split Amendment, then implementing such an action may allow us to continue to be traded on the Nasdaq Stock Market, which is likely to provide more liquidity to our stockholders while also giving us better access to the capital markets. An increased stock price may also encourage investor interest and improve the marketability of our common stock to a broader range of investors, and thus improve liquidity and lower average transaction costs. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. A higher market price resulting from a Reverse Stock Split may enable institutional investors and brokerage firms with policies and practices such as those described above to invest in our common stock.
In evaluating the Reverse Stock Split, our Board will also consider negative factors associated with reverse stock splits generally. These factors include the negative perception of reverse stock splits held by many investors, analysts and other stock market participants, as well as the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels. Our Board plans to implement the Reverse Stock Split Amendment if it determines that these potential negative factors are significantly outweighed by the potential benefits, and believes that increasing the per share market price of our common stock as a result of the Reverse Stock Split will restore our compliance with the Nasdaq Stock Market listing requirements, encourage greater interest in our common stock and enhance the acceptability and marketability of our common stock to the financial community and investing public as well as promote greater liquidity for our stockholders.
The form of the proposed Certificate of Amendment to the Certificate of Incorporation to effect the Reverse Stock Split is attached as Appendix A to this proxy statement. Any amendment to the Certificate of Incorporation to effect the Reverse Stock Split will include the reverse stock split ratio fixed by our Board, within the range approved by our stockholders.
Criteria to be Used for Decision to Apply the Reverse Stock Split
If our stockholders approve the Reverse Stock Split Amendment, our Board will be authorized to proceed with the Reverse Stock Split. In determining whether to proceed with the Reverse Stock Split and setting the exact ratio of the Reverse Stock Split, if any, our Board will consider,family relationships among other things, a number of factors, such as:
•strategic initiatives, market conditions, and existing and expected trading prices of our common stock;
•compliance with Nasdaq’s continued listing rules;
•the number of shares of our common stock that would be outstanding following the Reverse Stock Split;
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 27 |
•the then-prevailing and expected trading prices and trading volume of our common stock and the anticipated impact of the Reverse Stock Split on the trading market for our common stock;
•our market capitalization before, and anticipated market capitalization after, the Reverse Stock Split; and
•prevailing general market and economic conditions.
Effective Time
The effective time of the Reverse Stock Split (the “Effective Time”), if approved by stockholders and implemented by the Board, will be the date and time set forth in the Certificate of Amendment to the Certificate of Incorporation that is filed with the Secretary of State of the State of Delaware. The exact timing of the filing of the Reverse Stock Split Amendment (if in fact it is filed) will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and our stockholders taking into consideration the factors noted above, among other matters that may be relevant at the time.
Effect of the Reverse Stock Split
The Reverse Stock Split would be effected simultaneously for all issued and outstanding shares of our common stock. The Reverse Stock Split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interest in our company, except to the extent that the reverse stock split results in any of our stockholders owning a fractional share. The principal effect of the Reverse Stock Split will be to proportionately decrease the number of outstanding shares of common stock based on the reverse stock split ratio selected by our Board. The Reverse Stock Split would not change the terms of our common stock other than as a result of the treatment of fractional shares as described below. After the Reverse Stock Split, the shares of common stock would have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized, which is not entitled to preemptivedirectors or subscription rights, and is not subject to conversion, redemption or sinking fund provisions. The post-reverse stock split common stock would remain fully paid and non-assessable. The Reverse Stock Split is not intended as, and would not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act. Following the Reverse Stock Split, we would continue to be subject to the periodic reporting requirements of the Exchange Act.executive officers.
After the Effective Date that our Board elects to implement, our common stock would have a new committee on uniform securities identification procedures, or CUSIP number, a number used to identify our common stock. Our common stock is currently registered under Section 12(b) of the Securities Exchange Act and we are subject to the periodic reporting and other requirements of the Exchange Act.
Further, if approved and implemented, the Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of our common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares. Our Board believes, however, that these potential effects are outweighed by the benefits of the Reverse Stock Split.
As of the Effective Time of the Reverse Stock Split, we would adjust and proportionately decrease the number of shares of our common stock reserved for issuance upon exercise of, and adjust and proportionately increase the exercise price of, all options and warrants and other rights to acquire our common stock. In addition, as of the Effective Time, we would adjust and proportionately decrease the total number of shares of our common stock that may be the subject of the future grants under our stock plans.
Effect on Outstanding Warrants
As of April 20, 2023, there are pre-funded warrants to purchase an aggregate of 12,663,010 shares of common stock at an exercise price of $0.000001 per share. If the Reverse Stock Split is effected, the outstanding warrants will automatically be reduced in the same ratio as the reduction in the number of shares of outstanding Common Stock. Correspondingly, the per share exercise price of
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XName | 28 | 2023 Proxy StatementAge (as of April 26) | | Neoleukin Therapeutics, Inc. | | |
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| PROPOSAL TWO51 | Executive Chair and Chief Executive Officer |
| Christine Mikail Cvijic, J.D. (“Christine Mikail”) | 46 | President and Chief Financial Officer |
| Julie Jordan, M.D. | 52 | Chief Medical Officer |
| Stuart Cobb, Ph.D. | 54 | Chief Scientific Officer |
such warrants will be increased in direct proportion to the Reverse Stock Split ratio, so that the aggregate dollar amount payable for the purchase of the shares subject to the warrants will remain unchanged.
As of the Effective Time, if any preferred stock is outstanding, the conversion ratio by which shares of our outstanding preferred stock convert to common stock would also be automatically adjusted such that the number of shares of common stock issuable upon conversion of our preferred stock will be proportionally reduced. The Reverse Stock Split would not change the number of authorized shares of our preferred stock or the terms of the preferred stock.
Assuming reverse stock split ratios of 1-for-2, 1-for-3(1) For Dr. McMinn’s biographical information, see “Information Regarding Director Nominees and 1-for-5, which reflect the low end, middle and high end of the range that our stockholders are being asked to approve, the following table sets forth (i) the number of shares of our common stock that would be issued and outstanding (ii) the number of shares of our common stock that would be reserved for issuance pursuant to outstanding warrants, options, preferred stock and restricted stock units and under our equity incentive plan, and (iii) the weighted-average exercise price of outstanding options, each giving effect to the Reverse Stock Split and based on securities outstanding as of April 20, 2023.
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| Number of Shares Before Reverse Split | Reverse Split Ratio of 1:2 | Reverse Split Ratio of 1:3 | Reverse Split Ratio of 1:4 | Reverse Split Ratio of 1:5 |
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| Number of shares of Common Stock issued and outstanding | 42,828,346 | 21,414,173 | 14,276,115 | 10,707,086 | 8,565,669 |
| Number of shares of Common Stock reserved for issuance | 11,588,624 | 5,794,312 | 3,862,874 | 2,897,156 | 2,317,724 |
| Weighted average exercise price of options | $4.79 | $9.58 | $14.37 | $19.16 | $23.95 |
If this Proposal No. 2 is approved and our Board elects to effect the Reverse Stock Split, the number of issued and outstanding shares of common stock will be reduced in proportion to the ratio of the Reverse Stock Split chosen by our Board and the number of authorized shares of common stock will be proportionally decreased.
Additionally, if this Proposal No. 2 is approved and our Board elects to effect the Reverse Stock Split Amendment, we would communicate to the public, prior to the Effective Date, additional details regarding the Reverse Stock Split, including the specific ratio selected by our Board.. If the Board does not implement the Reverse Stock Split by the one-year anniversary of the Annual Meeting, the authority granted in this Proposal No. 2 to implement the reverse stock split will terminate.
Our Board and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposed amendment, except to the extent of their ownership in shares of our common stock and securities convertible or exercisable for common stock.
Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split
We Cannot Assure You That the Reverse Stock Split Will Increase Our Stock Price
We expect that the Reverse Stock Split will increase the per share trading price of our common stock. However, the effect of the Reverse Stock Split on the per share trading price of our common stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share trading price of our common stock after the Reverse Stock Split will not increase in the same proportion
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as the reduction in the number of our outstanding shares of common stock following the Reverse Stock Split, and the Reverse Stock Split may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. In addition, although we believe the Reverse Stock Split may enhance the marketability of our common stock to certain potential investors, we cannot assure you that, if implemented, our common stock will be more attractive to investors. Even if we implement the Reverse Stock Split, the per share trading price of our common stock may decrease due to factors unrelated to the Reverse Stock Split, including our future performance. If the Reverse Stock Split is consummated and the per share trading price of the common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.
The Reverse Stock Split May Decrease the Liquidity of our Common Stock and Result in Higher Transaction Costs
The liquidity of our common stock may be negatively impacted by the Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the per share trading price does not increase as a result of the Reverse Stock Split. In addition, if the Reverse Stock Split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing marketability of our common stock as describedContinuing Directors” above.
The Reverse Stock Split May Lead to a Decrease in our Overall Market Capitalization
The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our common stock does not increase in proportion to the Reverse Stock Split ratio, or following such increase does not maintain or exceed such price, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of common stock outstanding following the Reverse Stock Split.
Potential Consequences if the Reverse Stock Split Amendment is Not Approved
If the Reverse Stock Split is not approved by our stockholders, our Board will not have the authority to effect the Reverse Stock Split Amendment to, among other things, facilitate the continued listing of our common stock on Nasdaq by increasing the per share trading price of our common stock to help ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement. Any inability of our Board to effect the Reverse Stock Split could expose us to delisting from Nasdaq.
Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates
If our stockholders approve the Reverse Stock Split Amendment, and if our Board still believes that the Reverse Stock Split is in the best interests of us and our stockholders, our Board will determine the ratio of the Reverse Stock Split to be implemented and we will file the Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware. As soon as practicable after the Effective Date, stockholders will be notified that the Reverse Stock Split has been effected.
Beneficial Owners of Common Stock. Upon the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders in “street name” (i.e., through a bank, broker, custodian or other nominee), in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding our common stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the reverse stock split and making payment for fractional shares. If a stockholder holds shares of our common stock with a bank, broker, custodian or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee.
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Registered Holders of Common Stock. Certain of our registered holders of common stock hold some or all of their shares electronically in book-entry form with our transfer agent, American Stock Transfer & Trust Company, LLC. These stockholders do not hold physical stock certificates evidencing their ownership of our common stock. However, they are provided with a statement reflecting the number of shares of our common stock registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, no action needs to be taken to receive post-reverse stock split shares or payment in lieu of fractional shares, if applicable. If a stockholder is entitled to post-reverse stock split shares, a transaction statement will automatically be sent to the stockholder’s address of record indicating the number of shares of common stock held after the Reverse Stock Split.
Holders of Certificated Shares of Common Stock. As of the date of this proxy statement, none of our shares of common stock were held in certificated form. In the event any stockholders of record at the time of the reverse stock split hold shares of our common stock in certificated form, they will be sent a transmittal letter by the transfer agent after the effective time that will contain the necessary materials and instructions on how a stockholder should surrender his, her or its certificates, if any, representing shares of our common stock to the transfer agent.
Fractional Shares
We will not issue fractional shares in connection with the reverse stock split. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the reverse stock split ratio will be entitled, upon surrender to the exchange agent of certificates representing such shares, to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the common stock, as reported on Nasdaq, on the last trading day prior to the effective date of the split (or if such price is not available, the average of the last bid and asked prices of the common stock on such day or other price determined by our Board). The ownership of a fractional interest will not give the holder thereof any voting, dividend or other rights except to receive payment therefor as described herein.
No Appraisal Rights
As a matter of Delaware law, our stockholders do not have a right to dissent and are not entitled to appraisal rights with respect to the proposed amendment to effect a reverse stock split, and we will not independently provide our stockholders with such rights.
Anti-Takeover Effects
In addition, we have not proposed the Reverse Stock Split, with its corresponding increase in the authorized and unissued number of shares of common stock, with the intention of using the additional shares for anti-takeover purposes, although we could theoretically use the additional shares to make more difficult or to discourage an attempt to acquire control of the Company. We do not believe that our officers or directors have interests in this proposal that are different from or greater than those of any other of our stockholders.
Accounting Consequences
The Reverse Stock Split will not affect total assets, liabilities or shareholders’ equity. However, the per share net income or loss and net book value of the common stock will be retroactively increased for each period because there will be fewer shares of common stock outstanding.
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Federal Income Tax Consequences
The following discussion is a summary of certain U.S. federal income tax consequences of a reverse stock split to us and to stockholders that hold shares of our common stock as capital assets for U.S. federal income tax purposes. This discussion is based upon current U.S. tax law, which is subject to change, possibly with retroactive effect, and differing interpretations. Any such change may cause the U.S. federal income tax consequences of a reverse stock split to vary materially from the consequences summarized below. This summary does not address any state, local or non-U.S. income tax consequences.
This summary does not address all aspects of U.S. federal income taxation that may be relevant to stockholders in light of their particular circumstances or to stockholders who may be subject to special tax treatment under the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, dealers in securities, commodities or foreign currency, persons who are treated as non-U.S. persons for U.S. federal income tax purposes, insurance companies, tax-exempt organizations, banks, financial institutions, small business investment companies, regulated investment companies, real estate investment trusts, retirement plans, persons whose functional currency is not the U.S. dollar, traders that mark-to-market their securities, persons subject to the alternative minimum tax or Medicare contribution tax on net investment income, persons who hold their shares of our common stock as part of a hedge, straddle, conversion or other risk reduction transaction, or who acquired their shares of our common stock pursuant to the exercise of compensatory stock options, the vesting of previously restricted shares of stock or otherwise as compensation.
This discussion should not be considered as tax or investment advice, and the tax consequences of a reverse stock split may not be the same for all stockholders. Stockholders should consult their own tax advisors to understand their individual federal, state, local and foreign tax consequences.
Tax Consequences to the Company
We will not recognize taxable income, gain or loss in connection with a reverse stock split. So long as the total amount of cash paid to holders in lieu of fractional shares (see below) is less than $1 million, the reverse stock split will not in itself cause us to be subject to 1% excise tax on stock repurchases.
Tax Consequences to Stockholders
EACH HOLDER OF COMMON STOCK SHOULD CONSULT SUCH HOLDER’S TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH HOLDER.
A stockholder generally will not recognize gain or loss on the reverse stock split, except in respect of cash, if any, received in lieu of a fractional share interest. In general, the aggregate tax basis of the post-split shares received will be equal to the aggregate tax basis of the pre-split shares exchanged therefor (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post-split shares received will include the holding period of the pre-split shares exchanged.
A holder of the pre-split shares who receives cash generally will be treated as having exchanged a fractional share interest for cash in a redemption that is subject to Section 302 of the Code, assuming the fractional share interest is purchased directly by the Company. The redemption will be treated as a sale of the fractional share, and not as a distribution under Section 301 of the Code, if the receipt of cash (a) is “substantially disproportionate” with respect to the holder, (b) results in a “complete termination” of the holder’s interest, or (c) is “not essentially equivalent to a dividend” with respect to the holder, in each case taking into account shares both actually and constructively owned by such holder (under certain constructive ownership rules). A distribution is not essentially equivalent to a dividend if the holder undergoes a “meaningful reduction” in the holder’s proportionate interest. If the redemption is treated as a sale, the holder will recognize capital gain or loss equal to the difference between the portion of the tax basis of the post-split shares allocated to the fractional share interest and the cash received. If the redemption does not meet one of the Section 302 tests, the cash distribution will be treated as a distribution under Section 301 of the Code. In such case, the cash distribution will
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be treated as a dividend to the extent of our current and accumulated earnings and profits allocable to the distribution, and then as a recovery of basis to the extent of the holder’s tax basis in his or her shares (which, for these purposes, may include the holder’s tax basis in all of his or her shares rather than only the holder’s tax basis in his or her fractional share interest, although the law is not entirely clear), and finally as gain from the sale of stock. We do not expect to have positive current or accumulated earnings and profits, although no assurance can be provided in this regard.
Whether a holder who receives cash in lieu of fractional shares will have a meaningful reduction in ownership will depend on all of the facts and circumstances existing at and around the time of the reverse stock split, including the size of the holder’s percentage interest in our Common Stock before and after the reverse stock split. In this regard, the IRS has indicated in published rulings that any reduction in the percentage interest of a public company stockholder whose relative stock interest is minimal (an interest of less than 1% of the outstanding Company Common Stock should satisfy this requirement) and who exercises no control over corporate affairs should constitute a meaningful reduction in such stockholder’s interest. However, some shareholders receiving cash in lieu of a fractional share will have an increase in their percentage ownership interest in the Company and therefore could be subject to dividend treatment on the receipt of cash in lieu of such fractional share ownership interest. Such potential dividend treatment will not apply if the fractional shares interests are aggregated and sold by the Company on the open market, and which case the proceeds will be treated as received in connection with a sale of stock.
We recommend that stockholders consult their own tax advisors to determine the extent to which their fractional share redemption is treated as a sale of the fractional share or as a distribution under Section 301 of the Code and the tax consequences thereof.
Information Reporting and Backup Withholding
Payment of cash in lieu of fractional shares within the United States or conducted through certain U.S. related financial intermediaries is subject to both backup withholding and information reporting unless the beneficial owner certifies under penalties of perjury that he or she is not a U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a U.S. holder) or the stockholder otherwise establishes an exemption. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such stockholder’s U.S. federal income tax liability provided the required information is furnished to the IRS.
Vote Required
The affirmative vote of the holders of a majority of our outstanding shares of common stock as of the record date will be required to approve the Reverse Stock Split Amendment.
The Board recommends a vote in favor of Proposal Number Two.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 33 |
Proposal Three
APPROVAL OF EXCULPATION AMENDMENT
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Summary
We are seeking stockholder approval of the amendment to our Certificate of Incorporation to include exculpation from personal liability for certain officers of the Company (as defined by Delaware Corporation Law) from certain claims of breach of the fiduciary duty of care, similar to but more limited than the protections currently available to Directors of the Company. We refer to this proposed amendment as the “Exculpation Amendment”.
After careful consideration, our Board has determined that it is advisable and in the best interests of the Company to include exculpation for certain Company officers for personal liability for breach of the duty of care for certain claims. This exculpation would
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not protect officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this exculpation shield such officers from liability for claims brought by or in the right of the corporation, such as derivative claims. This general description of the proposed Exculpation Amendment is qualified in its entirety by reference to the text of the proposed amendments to Article VI of our Certificate of Incorporation included in the proposed Certificate of Amendment for the Exculpation Amendment attached as Appendix B. This amendment would retain the existing forum selection clause included in our current Certificate of Incorporation as well as restating our existing indemnification provisions. |
Background
Neoleukin is incorporated in the State of Delaware and therefore subject to the Delaware General Corporation Law (“DGCL”). The DGCL permits Delaware corporations to limit or eliminate Directors’ personal liability for monetary damages resulting from a breach of the fiduciary duty of care, subject to certain limitations such as prohibiting exculpation for intentional misconduct or knowing violations of the law. These provisions are referred to as “exculpatory provisions” or “exculpatory protections.” Similar exculpatory provisions for Directors are currently included in the Charter. Effective August 1, 2022, the Delaware legislature amended Section 102(b)(7) of the DGCL to permit Delaware corporations to provide exculpatory protections for officers. This decision was due in part to the recognition that both officers and directors owe fiduciary duties to corporations, and yet only directors were protected by the exculpatory provisions. In addition, Delaware courts experienced an increase in litigation in which plaintiffs attempted to exploit the absence of protection for officers to prolong litigation and extract settlements from defendant corporations.
Conditions and Limitations to Exculpation under DGCL Section 102(b)(7)
As adopted, amended Section 102(b)(7) of the DGCL protects officers from personal monetary liability under limited circumstances:
•Exculpation is only available for breaches of the fiduciary duty of care.
•Exculpation is not available for breaches of the fiduciary duty of loyalty (which requires officers to act in good faith for the benefit of the corporation and its stockholders and not for personal gain).
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•Exculpation is not available for intentional misconduct or knowing violations of the law. The protections of Section 102(b)(7) are limited to monetary damages only, so that claims against officers for equitable relief are available.
•Exculpation is not available in connection with derivative claims on behalf of the corporation by a stockholder.
Reasons for the Exculpation Amendment
The Board believes that eliminating personal monetary liability for officers under certain circumstances is reasonable and appropriate because the nature of the role of directors and officers often requires them to make decisions on crucial matters often in time-sensitive situations, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. The Board also anticipates that similar exculpation provisions are likely to be adopted by our peers and others with whom we compete for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to attract and retain experienced and qualified corporate officers. Further, Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of nuisance litigation and disproportionately increased costs in the form of increased director and officer liability insurance premiums, as well as diversion of management attention from the business of the corporation.
A Delaware corporation seeking to extend the benefits of the newly amended Section 102(b) (7) to its corporate officers must amend its certificate of incorporation, as the protections do not apply automatically and must be embedded in the corporation’s certificate of incorporation to be effective. Accordingly, the Board has determined it advisable and in the best interests of the Company and its stockholders to seek shareholder approval for the Exculpation Amendment.
Effect of the Exculpation Amendment if Approved
The Exculpation Amendment would provide for the elimination of personal monetary liability for certain officers only in connection with direct claims brought by stockholders, subject to the limitations described under the heading “Conditions and Limitations to Exculpation under DGCL Section 102(b)(7)” above. As is the case with Directors under the current Certificate of Incorporation, the Exculpation Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or our stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. The affirmative vote of the holders of 66.67% of the voting power of all of the outstanding shares of our common stock as of the record date is required for the approval of the Exculpation Amendment. If the Exculpation Amendment is approved by the stockholders at the Annual Meeting, it will become effective upon the filing of the Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, which is expected to occur shortly following the Annual Meeting. If our shareholders do not approve this Proposal No. 3 the changes described in this section will not be made. The approval of this Proposal No. 3 is not conditioned upon approval of any of the other proposals in these proxy materials that seek authorization to amend the existing Certificate of Incorporation.
The Exculpation Amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any director or officer. This protection has long been afforded to directors, and our Board believes that extending similar exculpation to its officers is fair and in the best interests of the Company and its stockholders. Accordingly, our Board has unanimously approved the Certificate of Amendment to our Certificate of Incorporation in the form attached hereto as Appendix B.
The Board recommends a vote in favor of Proposal Number Three.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 35 |
Proposal Four
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
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Summary
Deloitte & Touche LLP, an independent registered public accounting firm, served as our independent auditors for the year ended December 31, 2022.
The Audit Committee of the Board has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and has further directed that management submit the appointment of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Deloitte & Touche LLP are expected to attend the Annual Meeting virtually. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
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Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.
The affirmative vote of the holders of a majority of the shares present online at the meeting or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the appointment of Deloitte & Touche LLP.
Principal Accountant Fees and Services
The following table represents aggregate fees earned by our independent registered public accounting firm, Deloitte & Touche LLP for services rendered for the year ended December 31, 2022:
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| 2022 ($) | | 2021 ($) | |
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| Audit Fees | 442,300 | | | 494,013 | | |
| Audit-related Fees | — | | | — | | |
| Tax Fees | — | | | — | | |
| All Other Fees | 2,089 | | | 2,089 | | |
| Total Fees | 444,389 | | | 496,102 | | |
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X | 36 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Audit Fees. Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings, including fees for professional services related to registration statement filings. Of the total audit fees above for 2022, $11,000 was reimbursed to us by Baker Brothers Advisers LP in connection with audit services provided by Deloitte & Touche LLP related to a Form S-3 filed by us on May 9, 2022 pursuant to the terms of a Registration Rights Agreement dated September 19, 2016.
Audit-Related Fees. Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.
Tax Fees. This category pertains to fees for professional services provided related to tax compliance, tax planning, and tax advice.
All Other Fees. All other fees during 2022 and 2021 relate to a subscription for accounting-related research software. All fees described above were pre-approved by the Audit Committee.
Pre-Approval Policies and Procedures
The charter of the Audit Committee provides for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte & Touche LLP. The Audit Committee may pre-approve specified services in the defined categories of audit services, audit- related services, and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee has determined that the rendering of services other than audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant’s independence.
The Board recommends a vote in favor of Proposal Number Four.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 37 |
Equity Compensation
Plan Information
The following table provides certain information with respect to all of our equity compensation plans in effect
as of December 31, 2022:
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| Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants,
and Rights
(#) | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights
($) | | Number of Securities Remaining Available for Issuance Under Equity Compensation Plans
(#) | |
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| Equity compensation plans approved by stockholders | 6,727,256 | (1) | 5.61 | | 7,265,270 | (3)(4) | |
Equity compensation plans not approved by stockholders (2) | 2,165,625 | | 2.80 | | — | | | |
| Total | 8,892,881 | | 4.89 | | 7,265,270 | | |
(1)Includes securities issuable under our 2014 Equity Incentive Plan (the “2014 Plan”), including the number of securities to be issued upon exercise of outstanding options, warrants, and rights includes shares subject to restricted stock unit (“RSU”) awards granted under the 2014 Plan, which RSU awards do not carry an exercise price. Accordingly, the weighted average exercise price does not reflect the shares that will be issued upon settlement of RSUs.
(2)On August 31, 2019, the Board granted, in the aggregate, options to purchase 3,300,000 shares of Company common stock to four of our executive officers, including options to purchase 1,650,000 shares to our Chief Executive Officer, as inducement to their employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4).
(3)Includes 560,212 shares available for issuance under our 2020 Employee Stock Purchase Plan (“2020 ESPP”).
(4)Pursuant to the terms of our 2014 Plan, the number of shares reserved for issuance is subject to automatic increases on January 1 of each year, beginning on January 1, 2022 and ending on and including January 1, 2030, by 4.00% of the sum of (A) the total number of shares of capital stock and (B) the total number of shares of common stock subject to pre-funded warrants, in each case outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board.
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X | 38 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Proposal Five
NON-BINDING ADVISORY VOTE ON NAMED
EXECUTIVE OFFICER COMPENSATION
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We are providing our stockholders with an opportunity to vote, on a non-binding advisory basis, on the compensation of our named executive officers as disclosed in the “Executive Compensation” section, the compensation tables and the narrative discussions set forth on pages 44 to 48 of this proxy statement. This non-binding advisory vote is commonly referred to as a “Say on Pay” proposal.
Our Board and stockholders have determined to hold a “Say on Pay” non-binding advisory vote every year. In accordance with this determination and Section 14A of the Securities Exchange Act of 1934, as amended, and as a matter of good corporate governance, we are asking you to indicate your support for the compensation of our named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in the “Executive Compensation” section of this proxy statement.
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Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects company performance, job complexity and the strategic value of the position, while ensuring retention, motivation and alignment with the long-term interests of our stockholders. We encourage you to carefully review the “Executive Compensation” section beginning on page 44 of this proxy statement for additional details on the compensation of our named executive officers in fiscal year 2022.
We are asking you to indicate your support for the compensation of the named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers. Accordingly, we are asking you to vote, on a non-binding advisory basis, which is non-binding, “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to Neoleukin Therapeutics, Inc.’s named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the “Executive Compensation” compensation tables and narrative discussion set forth in the proxy statement relating to its 2023 Annual Meeting of Stockholders, is hereby APPROVED.”
The Say on Pay vote is non-binding and advisory, and therefore not binding on us, our Board or our Compensation Committee. Our Board and Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
Vote Required
Approval of the resolution will require the affirmative vote of a majority of the shares of common stock present online at the meeting or represented by proxy at the Annual Meeting and entitled to vote on the matter. Proxies solicited by management for which no specific direction is included will be voted “FOR” the approval of the resolution.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 39 |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of our capital stock as of April 20, 2023 for:
•each of our named executive officers;
•each of our directors;
•all of our directors and executive officers as a group; and
•each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.
Our calculation of beneficial ownership below reflects 42,828,346 shares of common stock issued and outstanding as of April 20, 2023.
Additionally, this table is based upon information supplied by officers, directors, and principal stockholders and Schedules 13D and 13G filed with the SEC. Beneficial ownership has been determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock issuable under options or warrants that are exercisable within 60 days after April 20, 2023 are deemed beneficially owned and such shares are used in computing the percentage ownership of the person holding the options or warrants, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares.
Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and dispositive power with respect to their shares of common stock, except to the extent authority is shared by spouses under community property laws. Unless otherwise indicated below, the address of each beneficial owner listed in the table below is c/o Neoleukin Therapeutics, Inc., 188 East Blaine Street, Suite 450, Seattle, Washington 98102.
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X | 40 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | |
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| Beneficial Ownership |
| Beneficial Owner | Number
of Shares
(#) | Percent
of Total
(%) | |
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| Named Executive Officers and Directors: | | | |
Jonathan G. Drachman(1) | 4,656,394 | 10.33 | | |
Priti Patel(2) | 384,709 | * | |
Donna Cochener(3) | 127,000 | * | |
Martin Babler(4) | 83,333 | * | |
M. Cantey Boyd(5) | — | – | |
Erin Lavelle(6) | 100,000 | * | |
Sarah B. Noonberg(7) | 97,000 | * | |
Rohan Palekar(8) | 41,666 | * | |
Todd Simpson(9) | 141,833 | * | |
All executive officers and directors as a group (8 persons)(10) | 676,709 | 1.58 | | |
| 5% Stockholders: | | | |
Baker Bros. Advisors LP. and Affiliates(11) | 4,278,552 | 9.99 | | |
Entities affiliated with Redmile Group, LLC(12) | 3,030,566 | 7.08 | | |
Umut Ulge(13) | 2,779,191 | 6.49 | | |
Daniel Adriano Silva Manzano(14) | 2,558,335 | 5.97 | | |
Lynx1 Capital Advisers(15) | 2,291,133 | 5.35 | | |
* Represents beneficial ownership of less than one percent (1%) of the outstanding common stock.
(1)Consists of (a) 2,198,686 shares held directly, (b) 100,000 shares held of record by PLD Family Trust 2020, (c) 100,000 shares held of record by JGD Family Trust 2020, and (d) 2,257,708 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023. Dr. Drachman resigned from the Company effective March 31, 2023.
(2)Consists of (a) 37,313 shares held directly and (b) 347,396 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023. Dr. Patel left the Company on March 31, 2023.
(3)Consists of (a) 2,000 shares held directly and (b) 125,000 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023.
(4)Consists of 83,333 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 41 |
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| | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |
(5)Christine Mikail, J.D.Ms. Boyd, an employee of Baker Bros. Advisors LP (the “Adviser”), serves on our Board as a representative of 667, L.P. (“667”) and Baker Brothers Life Sciences, L.P. (“Life Sciences”, and together with 667, the “Funds”) and the Adviser may be deemed to beneficially own the securities received by Ms. Boyd as compensation for serving as a director. Pursuant to the policies of the Adviser, Ms. Boyd does not have any right to the pecuniary interest in securities received as compensation for serving as a director and the Funds are entitled to an indirect proportionate pecuniary interest in such securities.
(6)Consists of 100,000 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023.
(7)Consists of 97,000 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023.
(8)Consists of 41,666 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023.
(9)Consists of 141,833 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023.
(10)Consists of (a) 17,960 shares held by the directors and executive officers as of April 20, 2023, and (b) 658,749 shares issuable pursuant to stock options exercisable within 60 days of April 20, 2023.
(11)Based on information provided in a Schedule 13D/A and Form 4 filed with the SEC on December 23, 2020 and, with respect to certain securities, the Company’s records. The Schedule 13D/A was filed jointly by the Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Felix J. Baker, and Julian C. Baker, with respect to shares held by the Funds (defined below), Felix J. Baker and Julian C. Baker, and certain stock options granted to a member of our Board. Current beneficial ownership of the Adviser, the Adviser GP, and Messrs. Baker consists of (i) 320,049 shares of common stock and 37,102 shares of common stock issuable upon the exercise of pre-funded warrants held by 667, L.P. (“667”), (ii) 3,501,691 shares of common stock and 318,190 shares of common stock issuable upon the exercise of pre-funded warrants held by Baker Brothers Life Sciences, L.P. (“Life Sciences,” and together with 667, the “Funds”) and (iii) 97,000 shares of common stock issuable upon exercise of stock options held by M. Cantey Boyd exercisable within 60 days of April 20, 2023. In addition, Felix J. Baker and Julian C. Baker each directly hold 2,260 shares of common stock. The pre-funded warrants are only exercisable to the extent that after giving effect to such exercise the holders thereof and their affiliates would beneficially own no more than 9.99% of our outstanding common stock (the “Maximum Percentage”). By written notice to the Company, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such change will not be effective until the 61st day after such notice is delivered to us. As a result of this restriction, the number of shares of common stock that may be issued upon exercise of the pre-funded warrants by the above holders may change depending upon changes in the outstanding shares of common stock. Without giving effect to the above beneficial ownership limitation, the pre-funded warrants that 667 holds would be exercisable for an aggregate of 1,199,122 shares of common stock and the pre-funded warrants that Life Sciences holds would be exercisable for an aggregate of 10,283,888 shares of common stock. Pursuant to management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments. The Adviser GP, Felix J. Baker and Julian C. Baker, as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Company directly held by the Funds. M. Cantey Boyd, an employee of the Adviser, serves on our Board as a representative of the Funds and the Adviser may be deemed to beneficially own the securities received by Ms. Boyd as compensation for serving as a director. Pursuant to the policies of the Adviser, Ms. Boyd does not have any right to the pecuniary interest in securities received as compensation for serving as a director and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The address of the foregoing entities and persons is 860 Washington Street, 3rd Floor, New York, New York 10014.
(12)Based solely on information provided in a Schedule 13G filed with the SEC on February 14, 2023. Redmile Group, LLC’s beneficial ownership of our common stock is comprised of 1,850,566 shares of Common Stock owned by certain private investment vehicles and/or separately managed accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or separately managed accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Subject to the Beneficial Ownership Blocker (as defined below), Redmile Group, LLC may also be deemed to beneficially own 1,180,000 shares of Common Stock issuable upon exercise of certain Pre-Funded Warrants to Purchase Common Stock (the “Warrants”). The address of the foregoing entities and persons is c/o Redmile Group, LLC, One Letterman Drive, Building D, Suite D3-300, The Presidio of San Francisco, San Francisco, CA 94129.
(13)Based solely on information provided in a Schedule 13G/A filed with the SEC on February 11, 2022.
(14)Based solely on information provided in a Schedule 13G/A filed with the SEC on February 11, 2022.
(15)Based solely on information provided in a Schedule 13G filed with the SEC on December 30, 2022. The address of Lynx1 Capital Management LP is 151 Calle de San Francisco Suite 200, PMB 1237 San Juan, PR 00901-1607.
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X | 42 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Executive Officers
The following table sets forth certain information with respect to our executive officers as of April 20, 2023.
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Name | Age | Position(s) |
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Donna Cochener | 48 | Interim Chief Executive Officer, General Counsel |
Sean Smith | 37 | Interim Chief Financial Officer |
Donna CochenerMikail has served as our InterimPresident and Chief ExecutiveFinancial Officer since March 31, 2023..December 2023, and was President and Chief Financial Officer of Private Neurogene from September 2019 to December 2023. In her role, Ms. Cochener also served as ourMikail leads Corporate Strategy and Business Development, Portfolio Management, Operations, and Finance. Ms. Mikail brings over two decades of experience supporting biotechnology and pharmaceutical companies in corporate strategy and business development, operations, legal and finance capacities. Prior to Neurogene, Ms. Mikail was Chief Administrative Officer and Head of External Business Development/Alliance Management and General Counsel Senior Vice President, Legal sinceat Axovant Sciences (which became Sio Gene Therapies Inc. (OTCMAKTS: SIOX)) from March 2022 Before joining us, Ms. Cochener2015 to March 2017, where she was Senior Vice President, Deputy General Counselan integral member of HomeStreet, Inc., a financial services holding company, and its wholly owned subsidiary, HomeStreet Bank, from February 2016 to November 2021.the team that raised $362 million in the company’s initial public offering. Prior to joining HomeStreet Bank,Axovant, she held a variety of senior executive positions at NPS Pharmaceuticals, Inc., Dendreon Corporation, Eli Lilly and Company, and ImClone Systems. Ms. Cochener wasMikail developed her life sciences focus as a Partnercorporate and securities lawyer at Davis Wright Tremaine,international law firms of Reed Smith LLP a law firm, in Seattle, Washington. She has served as Chairman of the Board of Cochener Garvey Capital Partners, Inc. and its affiliated subsidiaries since August 2012.Wilmer Cutler Pickering Hale and Dorr LLP. Ms. CochenerMikail received a Bachelor of Science in Journalismher B.A., cum laude, from NorthwesternRutgers University and a Juris Doctorate and Mastersher J.D. from Fordham University School of Law in International Comparative Law from Duke University.New York.
Sean SmithJulie Jordan, M.D. Dr. Jordan has served as our Company's Interim Chief FinancialMedical Officer since January 2024. Prior to Neurogene, Dr. Jordan served as Chief Medical Officer of Homology Medicines, Inc. (formerly Nasdaq: FIXX) from March 31, 2023. Mr. Smith2023 to January 2024, where she was ourresponsible for leading clinical development and operations, leading regulatory interactions and supporting translational research programs for the company’s pipeline of gene therapy and gene editing candidates for rare diseases, and prior to that, as the company’s Senior Vice President, FinanceHead of Clinical Development and Operations from February 2022 untilto March 2023 and previously served as ControllerVice President, Clinical Development from October 2019May 2021 to February 2022. FromPrior to Homology, Dr. Jordan served as Senior Director, Global Clinical Development at Cerevel Therapeutics, LLC, a pharmaceutical company, from August 2019 to April 2021, where she was responsible for leading clinical development and operations. Prior to Cerevel, she served as Executive Director, Global Clinical Development at Avanir Pharmaceuticals, Inc., a pharmaceutical company, from March 2019 to July 2019, and Senior Director, Global Clinical Development at Avanir from April 2017 to AugustFebruary 2019, Mr. Smithwhere she was also responsible for leading clinical development and operations. Prior to joining industry, Dr. Jordan was a Clinical Instructor of Medicine at Aptevo Therapeutics Inc.,Harvard Medical School, treating patients at Massachusetts General Hospital (“MGH”). Dr. Jordan holds an A.B. in Biology from Harvard College and an M.D. from Harvard Medical School and completed her residency in internal medicine at MGH, Harvard Medical School.
Stuart Cobb, Ph.D. Dr. Cobb has served as our Chief Scientific Officer since December 2023, and was Chief Scientific Officer of Private Neurogene from January 2019 to December 2023. Dr. Cobb brings more than 20 years of experience in translational neuroscience. His expertise is focused on developing genetic therapies for severe neurological and neurodevelopmental disorders. Dr. Cobb leads Neurogene’s scientific research, the development of scientific strategy to support Neurogene’s existing and growing gene therapy portfolio, and efforts to identify novel technologies that complement Neurogene’s pipeline. In addition to his role at Neurogene, Dr. Cobb has been a biotechnology company,director of Stuart Cobb Consulting LTD, a scientific consultancy firm since December 2018 and has led a genetic therapy research laboratory as principal investigator within the Medical School at the University of Edinburgh since November 2017 where he served as Senior Manager, Accounting, and most recentlycurrently serves as the DirectorChair of Accounting.Translational Neuroscience. Prior to that, Mr. Smith held various accounting, auditing,these roles, Dr. Cobb was an independent principal investigator and financial reporting leadership roleslaboratory head from October 1999 to October 2017 and was previously head of the Centre for Neuroscience at the University of Glasgow. He also previously worked at Inveresk Research International, a public company within the telecommunications industry and at KPMG. Mr. Smith holds a Bachelor of Sciencecontract research organization, from June 1987 to September 1989. Dr. Cobb received his B.Sc. in Accounting and a Master of Science in Accounting, bothPharmacology from the University of North Texas,Glasgow and a Master of Business AdministrationPh.D. (D.Phil.) in Neuroscience from the University of Washington. Mr. Smith is also a Certified Public Accountant.Oxford.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 43 |
Executive CompensationEXECUTIVE COMPENSATION
Our named executive officers (the “NEOs”(“NEOs”) for the year ended December 31, 2022,2023, which consist of the individualeach person who served as our principal executive officer and the next two most highly-compensated executive officers who served during the year ended December 31, 20222023, prior to and after the next two most highly compensated executive officers (other thanMerger, are:
•After the principal executive officer) who were serving as executive officers atMerger:
•Rachel McMinn, Ph.D., our Chief Executive Officer and Executive Chair;
•Christine Mikail, our President and Chief Financial Officer;
•Stuart Cobb, Ph.D., our Chief Scientific Officer;
•Prior to the end of the fiscal year ended December 31, 2022, were:Merger:
•Donna Cochener, our former Interim Chief Executive Officer and General Counsel;
•Jonathan Drachman, M.D., our former Chief Executive Officer and President; and
•Priti Patel M.D.,Sean Smith, our former Chief Medical Officer; and
•Donna Cochener, our Interim Chief ExecutiveFinancial Officer and General Counsel
2023 Summary Compensation Table
The following table sets forth information regardingsummarizes the compensation ofawarded to, earned by, or paid to our NEOs for each ofduring the fiscal years ended December 31, 20222023 and 2021. The components of2022.
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| Name and Principal Position | Year | Salary
($) | Bonus
($)(1) | Option
Awards
($)(2) | Non-Equity Incentive Plan Compensation
($)(3) | All Other Compensation
($)(4) | Total
($) |
| NEOs After the Merger | | | | | | | |
| Rachel McMinn | 2023 | 467,890 | | 196,514 | | 404,087 | | — | | 12,138 | | 1,080,629 | |
| Founder and Chief Executive Officer | 2022 | 447,741 | | 205,961 | | — | | — | | 2,843 | | 656,545 | |
| Christine Mikail | 2023 | 455,787 | | 167,502 | | 509,195 | | — | | — | | 1,132,484 | |
| President and Chief Financial Officer | 2022 | 436,160 | | 175,554 | | — | | — | | — | | 611,714 | |
| Stuart Cobb(5) | 2023 | 362,258 | | 116,549 | | 305,517 | | — | | — | | 784,324 | |
| Chief Scientific Officer | 2022 | 341,256 | | 117,731 | | — | | — | | — | | 458,987 | |
| NEOs Prior to the Merger | | | | | | | |
| Donna Cochener | 2023 | 423,581 | | 219,375 | | — | | 264,935 | | 919,541 | | 1,827,432 | |
| Former Interim Chief Executive Officer and General Counsel | 2022 | 290,986 | | — | | 590,146 | | 108,247 | | 4,520 | | 993,899 | |
| Jonathan Drachman | 2023 | 113,544 | | — | | — | | — | | 436,439 | | 549,983 | |
| Former Chief Executive Officer and President | 2022 | 452,985 | | — | | 251,655 | | 192,519 | | 5,020 | | 902,179 | |
Sean Smith
Former Interim Chief Financial Officer | 2023 | 384,102 | | 159,167 | | — | | 192,223 | | 1,074,291 | | 1,809,783 | |
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(1) For individuals who were NEOs after the compensation reported in the Summary Compensation Table are described below.
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| Name and Principal Position | Year | Salary
($) | | Bonus
($) | | Equity Awards ($) (1) | | Non-Equity Incentive Plan Compensation ($) (2) | | All Other Compensation ($) (3) | | Total
($) | |
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Jonathan Drachman
Former Chief
Executive Officer | 2022 | 452,985 | | | — | | | 251,655 | | | 192,519 | | | 5,020 | | | 902,179 | | |
| 2021 | 438,640 | | | — | | | 1,998,837 | | | 208,354 | | | 4,300 | | | 2,650,131 | | |
Priti Patel
Former Chief
Medical Officer | 2022 | 448,835 | | | — | | | 440,233 | | | 166,967 | | | 4,944 | | | 1,060,979 | | |
2021(4) | 294,556 | | | 100,000(5) | | 4,897,435 | | | 115,466 | | | 2,706 | | | 5,310,163 | | |
Donna Cochener
Interim Chief
Executive Officer and General Counsel | 2022(6) | 290,986 | | | — | | | 590,146 | | | 108,247 | | | 4,520 | | | 993,899 | | |
| 2021 | — | | | — | | | — | | | — | | | — | | | — | | |
(1)Amounts shownMerger, amounts in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amountsrepresent annual discretionary bonuses for services performed during the applicablefiscal year reflectthat were paid early in the following fiscal year.Amounts for Ms. Cochener and Mr. Smith for 2023 represent a retention bonus of $219,375 for Ms. Cochener and $159,167 for Mr. Smith paid in connection with their separation from the Company effective upon the closing of the Merger.
(2) Amounts in this column represent the aggregate grant date fair value, of each stock option granted in the applicable year, computed in accordance with the provisions of the Financial Accounting Standards Board or FASB,(“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions718, of stock options granted to the NEOs in the years shown. For more information regarding the assumptions used in the calculation of these amounts are includedcalculations, see Note 14 to our consolidated financial statements, Stock-Based Compensation, in our Annual Report on Form 10-K for the year ended December 31, 2022. As required by SEC rules, the2023. These amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our NEOs will only realize compensationmay not correspond to the extentactual value eventually realized by each NEO because the trading pricevalue realized depends on the market value of our common stock at the time the stock option is greater thanexercised.
(3) Amounts for Dr. Drachman in this column as well as the exercise price of such stock options.
(2)Represents amounts2022 amount for Ms. Cochener in this column represent compensation earned under ourNeoleukin’s 2022 incentive compensation plan, which provides our NEOs withprovided for an annual incentive compensation payment, subject to achievement of our corporateNeoleukin’s performance goals and individual achievement. Amounts for Ms. Cochener and Mr. Smith in this column for 2023 relate to compensation earned pursuant to the amendments to their Executive Employment Agreements which provided for payment of a minimum of 100% of the target annual bonus set forth in those amendments, pro-rated to the date of separation from the Company, as increased based on a determination by the Board that each of Ms. Cochener and Mr. Smith had exceeded the corporate goals set for them in 2023.
(3)Represents company(4) Amounts in this column include matching contributions tounder our 401(k) plan andplan. For NEOs prior to the Merger, amounts in this column also include a telephone and transportation benefitbenefit. Amounts for all NEOs.Ms. Cochener, Dr. Drachman and Mr. Smith for 2023 also include payments in connection with their separation from the Company pursuant to the Separation Agreement and Release that each of them entered into with Neoleukin. Such agreements are described below in the section titled “Potential Payments Upon Termination or Change in Control.”
(4)(5) Amounts included as “Base Salary” for Dr. Patel began employmentCobb were paid as a consulting fee to Stuart Cobb Consulting Ltd. (the “Consultant”) and amounts included as “Bonus” for Dr. Cobb were paid as a success fee to the Consultant, in April 2021each case pursuant to a consulting agreement between the Company and her salarythe Consultant under which Dr. Cobb provides services to the Company as the Chief Scientific Officer. This agreement is described below in the section titled “Employment Agreements and non-equity incentive plan compensation are prorated accordingly.Offer Letters.”
(5)Represents a signing bonus paidOutstanding Equity Awards at 2023 Fiscal-Year End Table
The following table sets forth information regarding the outstanding equity awards held by each NEO as of December 31, 2023, as adjusted for the 1-for-5 reverse stock split effected September 25, 2023, the 1-for-4 reverse stock split effected December 18, 2023 (the “1-for-4 Reverse Stock Split”) and the subsequent Merger Closing on the same date.
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| | Option Awards |
| Name | Grant
Date(1) | Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable | Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable | Option
Exercise
Price
($) | Option
Expiration
Date |
| NEOs After the Merger | | | | | |
| Rachel McMinn(2) | 3/11/2019 | 7,087 | | — | | 6.40 | 3/10/2024 |
| 10/16/2020 | 14,690 | | 3,866 | | 11.79 | 10/15/2025 |
| 9/23/2021 | 425 | | 331 | | 25.32 | 9/22/2026 |
| 3/9/2023 | — | | 37,800 | | 20.22 | 3/8/2028 |
| Christine Mikail | 10/1/2019 | 29,452 | | — | | 5.82 | 9/30/2029 |
| 10/16/2020 | 29,925 | | 7,875 | | 10.71 | 10/15/2030 |
| 9/23/2021 | 425 | | 331 | | 23.02 | 9/22/2031 |
| 3/9/2023 | — | | 37,800 | | 18.39 | 3/8/2033 |
| Stuart Cobb | 3/11/2019 | 13,513 | | — | | 5.82 | 3/10/2029 |
| 10/16/2020 | 17,955 | | 4,725 | | 10.71 | 10/15/2030 |
| 9/23/2021 | 8,634 | | 6,717 | | 23.02 | 9/22/2031 |
| 3/9/2023 | — | | 22,680 | | 18.39 | 3/8/2033 |
| NEOs Prior to the Merger | | | | | |
| Donna Cochener | 3/14/2022 | 19,999 | | — | | 36.20 | 3/13/2032 |
| 8/2/2022 | 4,999 | | — | | 19.80 | 8/1/2032 |
| Jonathan Drachman | 8/31/2019 | 73,906 | | — | | 56.00 | 9/30/2024 |
| 8/10/2020 | 13,562 | | — | | 240.00 | 9/30/2024 |
| 8/3/2021 | 7,916 | | — | | 136.00 | 9/30/2024 |
| 8/2/2022 | 14,582 | | — | | 19.80 | 9/30/2024 |
| Sean Smith | 10/10/2019 | 1,300 | | — | | 54.20 | 10/9/2029 |
| 8/10/2020 | 750 | | — | | 240.00 | 8/10/2030 |
| 8/3/2021 | 1,198 | | — | | 136.00 | 8/2/2031 |
| 3/2/2022 | 3,999 | | — | | 54.40 | 3/1/2032 |
| 8/2/2022 | 7,499 | | — | | 19.80 | 8/1/2032 |
(1) These stock options vest as to 25% of the award on the one-year anniversary of the vesting commencement date, which is the date of grant, and in 36 equal monthly installments thereafter.
(2) Grants made to Dr. PatelMcMinn in 2019-2023 have an exercise price that is 110% of the fair market value of the common stock on the date of grant in compliance with the requirements of Section 422 of the Internal Revenue Code of 1986, as an inducementamended, relating to commencing employment.
(6)Ms. Cochener began employment in March 2022 and her salary and non-equitygrants of incentive plan compensation are pro rated accordingly.
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stock options to individuals who hold 10% or more of the outstanding stock of the issuer on the date of grant. Employment Agreements and Offer Letters
We have entered into ourNEOs After the Merger
Rachel McMinn
Dr. McMinn executed an offer letter with Private Neurogene on January 10, 2019, which sets forth conditions of Dr. McMinn’s at-will employment as Private Neurogene’s President and Chief Executive Officer. Dr. McMinn also executed
Private Neurogene’s standard form of indemnificationProprietary Information and Inventions Assignment Agreement. Dr. McMinn’s offer letter entitled her to an initial base salary at the monthly rate of $33,333, and she was eligible to receive a target annual bonus of 40% of her annual base salary, payable at the discretion of the Neurogene board of directors. In addition, Dr. McMinn’s offer letter provided that Dr. McMinn will be able to participate in any current and future employee equity programs, and that any stock award will be subject to the terms of Neurogene’s 2018 Equity Incentive Plan (the “2018 Plan”) and a restricted stock agreement to be entered into between Dr. McMinn and Private Neurogene. In January 2022, Dr. McMinn's annual salary was increased to $467,890.
On April 1, 2024, we entered into an Executive Employment Agreement (the “McMinn Employment Agreement”) with Dr. McMinn, pursuant to which she is entitled to an initial annual base salary of $595,000, subject to increases from time to time as determined by the Board. She is also eligible under the McMinn Employment Agreement to receive an annual performance bonus targeted at 55% of her annual base salary, or such other amount as determined by the Board or a committee of the Board based on the achievement of any applicable bonus objectives and/or conditions set by the Board or a committee of the Board and subject to her continued employment with the Company through the date of payment of such annual bonus. Dr. McMinn will also be eligible to receive annual equity-based incentive awards as determined by the Board or a committee of the Board. The McMinn Employment Agreement also provides for severance payments and benefits in connection with certain terminations of employment as described in the section “Potential Payments Upon Termination or Change of Control.”
Christine Mikail
Ms. Mikail executed an offer letter with Private Neurogene effective as of September 3, 2019, which sets forth conditions of Ms. Mikail’s at-will employment as Private Neurogene’s President and Chief Financial Officer. Ms. Mikail also executed Private Neurogene’s standard form of Proprietary Information and Inventions Assignment Agreement. Ms. Mikail’s offer letter entitled her to an initial annual base salary of $390,000, and she was eligible to receive a target annual bonus of 35% of her annual base salary, payable at the discretion of the Neurogene board of directors. In addition, pursuant to Ms. Mikail’s offer letter, following the commencement of Ms. Mikail’s employment, Private Neurogene recommended to its board of directors that Ms. Mikail be granted an option to purchase shares of Private Neurogene common stock (which, after giving effect to the Merger Exchange Ratio, is equal to 41,580 shares of Neurogene common stock), subject to the terms of the 2018 Plan and executive officersa stock option agreement entered into between Ms. Mikail and Private Neurogene, and such option award was approved by the Private Neurogene board of directors on September 5, 2019 and granted on October 1, 2019. Consistent with the terms of the offer letter and stock option agreement, this option vested in full on the fourth anniversary of the vesting commencement date. Ms. Mikail’s offer letter also provides for severance benefits in connection with certain terminations of employment, as described in the section titled "Potential Payments Upon Termination or Change of Control.”
On April 1, 2024, we entered into an Executive Employment Agreement (the “Mikail Employment Agreement”) with Ms. Mikail, pursuant to which she is entitled to an initial annual base salary of $515,000, subject to increases from time to time as determined by the Board. She is also eligible under the Mikail Employment Agreement to receive an annual performance bonus targeted at 45% of her annual base salary, or such other amount as determined by the Board or a committee of the Board based on the achievement of any applicable bonus objectives and/or conditions set by the Board or a committee of the Board and subject to her continued employment with the Company through the date of payment of such annual bonus. Ms. Mikail will also be eligible to receive annual equity based incentive awards as determined by the Board or a committee of the Board. The Mikail Employment Agreement also provides for severance payments and benefits in connection with certain terminations of employment as described in the section “Potential Payments Upon Termination or Change of Control.”
Stuart Cobb
On December 13, 2018, Private Neurogene entered into a Consulting Agreement with Stuart Cobb Consulting Ltd., Dr. Cobb’s consulting company (the “Consultant”) pursuant to which Consultant makes available to the Company Dr. Cobb’s services to the Company as its Chief Scientific Officer. This Consulting Agreement was subsequently amended four times, effective January 1, 2020; July 13, 2020; April 1, 2022 and January 1, 2023. We refer to the Consulting Agreement and each of these amendments as the “Amended Consulting Agreement.”
Pursuant to the Amended Consulting Agreement, Dr. Cobb's the Consultant was entitled to receive a monthly payment of $30,833 in 2023 for services provided by him to the Company as Chief Scientific Officer. The term of the Amended Consulting Agreement was for five years from the date of the initial contract, with the ability for the parties to extend such term based on their mutual agreement.
On April 19, 2024, we entered into an Amended and Restated Consulting Agreement with the Consultant (the “Restated Consulting Agreement”) pursuant to which Dr. Cobb continues to serve as our NEOs, which requires us to indemnify our directors and executive officersChief Science Officer. The Restated Consulting Agreement provides that the Consultant will receive a minimum annual consulting fee of $440,000 in exchange for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of theirDr. Cobb's services as oneChief Scientific Officer, to be paid in equal monthly installments. The Restated Consulting Agreement also provides that Consultant is eligible to receive an annual success fee targeted at 40% of the Consultant’s annualized consulting fee determined by the Board or a committee of the Board that Dr. Cobb has achieved the performance parameters established by the Board for such year, subject to Dr. Cobb continued active engagement with the Company
through the payment date of such annual success fee. The Restated Consulting Agreement also provides for severance payments and benefits in connection with certain terminations of employment as described in the section “Potential Payments Upon Termination or Change of Control.”
NEOs Prior to the Merger
Donna Cochener
We entered into an employment agreement with Donna Cochener effective as of March 14, 2022, setting forth the terms of Ms. Cochener’s employment as our directorsGeneral Counsel, SVP Legal.
On the effective date of the employment agreement, Ms. Cochener was granted an option to purchase 20,000 shares (after giving effect to the 1-for-5 Reverse Stock Split and the 1-for-4 Reverse Stock Split) of common stock with an exercise price of $36.20 per share. The option was to vest and become exercisable pursuant to that award agreement with respect to (a) 1/4th of the total underlying shares on the first anniversary of the grant date and (b) with respect to 1/48th of the total underlying shares on a monthly basis thereafter such that the option would have been fully vested and exercisable on the fourth anniversary of the grant date, subject to Ms. Cochener’s continuous service through each applicable vesting date. Pursuant to her initial employment agreement, if Ms. Cochener experienced a termination without “cause” or resigned for “good reason” (each as defined in Ms. Cochener’s employment agreement), Ms. Cochener also have been entitled to receive (i) continued base salary for nine months, payable in accordance with our standard payroll practices, and (ii) premium payments for continued healthcare coverage for up to nine months. If Ms. Cochener experienced a termination without “cause” or she resigned for “good reason” during the 12-month period following a change in control of the Company (as defined in Ms. Cochener’s employment agreement), then in lieu of the foregoing, Ms. Cochener would have been entitled to (A) continued base salary for 12 months, payable in accordance with the Company’s standard payroll practices; (B) 100% of her annual target bonus, payable in a single lump-sum; (C) premium payments for continued healthcare coverage for up to 12 months; and (D) full accelerated vesting of her then-outstanding equity awards.
In connection with Ms. Cochener’s appointment as Interim Chief Executive Officer, we entered into an amendment to her executive officersemployment agreement dated April 3, 2023 and effective March 31, 2023 (the “Cochener Employment Agreement Amendment”). The Cochener Employment Agreement Amendment provided that Ms. Cochener would be paid an initial base salary of $450,000 for her role as Interim Chief Executive Officer. Ms. Cochener was entitled to (a) an annual bonus for 2023, which replaced the annual bonus described in the employment agreement, of not less than $219,375, which was to be prorated in the event Ms. Cochener was terminated without “cause” or resigned for “good reason” prior to December 31, 2023 (b) a retention bonus of $219,375, payable upon (i) a “change of control” (as defined in the Cochener Employment Agreement Amendment), (ii) termination by the Company without “cause” or resignation by Ms. Cochener for “good reason” or (iii) December 31, 2023; provided that Ms. Cochener remained in her role through the triggering event for such payment. In the event Ms. Cochener was terminated without “cause” or resigned for “good reason” outside of a “change of control”, Ms. Cochener would have been entitled to receive a separation payment equivalent to nine months of salary, payable as salary continuation, as well as nine months of COBRA benefits for herself and her family. In the event of a directortermination without “cause” or resignation with “good reason” within six months prior to or twelve months following a “change of control”, Ms. Cochener was entitled to receive a lump sum payment equal to (a) 15 months of her base salary, (b) 125% of her annual bonus amount, (c) 15 months of COBRA coverage for herself and her family, (d) acceleration of all outstanding equity awards and (e) an extension of the post-separation exercise period of her stock options to 15 months after separation; provided, that in the event the termination or resignation preceded the “change of control”, such “change in control” occurred by March 1 of the following year. All severance payments were conditioned on receipt of a standard release of claims from Ms. Cochener at the time of separation.
Ms. Cochener's employment was terminated at the Merger Closing and the termination was considered to be without “cause” related to a change in control for purposes of her employment agreement, as amended by the Cochener Employment Agreement Amendment. Ms. Cochener entered into a Separation Agreement and Release with the Company (the “Cochener Separation Agreement”) pursuant to which she received certain separation payments and benefits in return for providing a release of claims against the Company as of her last day of employment on December 18, 2023 (the “Separation Date”). Pursuant to the terms of the Cochener Separation Agreement, Ms. Cochener received (a) a lump sum cash severance payment equivalent to 125% months of her annual base salary and target annual bonus on the Separation Date, (b) a lump-sum payment representing fifteen months of health insurance premiums at a rate approved by the Board of Directors of Neoleukin, (c) a lump-sum payment representing an annual bonus of 125% of her target annual bonus for 2023, pro-rated to the Separation Date, (d) accelerated vesting of all outstanding unvested option awards she held as of the Separation Date (as agreed in her employment agreement), and (e) an extension of the post-termination exercise period in which she may exercise the vested and exercisable options pursuant to her outstanding option grants for fifteen months following the termination of her continuous service to the Company. Ms. Cochener entered into a Consulting Agreement with the Company effective as of the time of the Merger Closing, to be in effect until March 31, 2024.
On February 15, 2024, following a period of consultancy, we hired Ms. Cochener as Senior Vice President, General Counsel. Ms. Cochener is not serving as an executive officer of any other company or enterprise to which the person provides services at our request.Company in this role. Her prior consulting agreement with the Company was terminated by mutual agreement as of the date of her re-hire.
Jonathan Drachman
We entered into an amended and restated executive employment agreement effective April 15, 2020 with our former Chief Executive Officer, Dr. Drachman, to amend the terms of severance payments and benefits to which Dr. Drachman may bewould have been entitled in the event of certain terminations of his employment and to modify certain other terms. The amended employment agreement amended and restated the prior employment agreement between the Company and Dr. Drachman, dated August 5, 2019.
Pursuant to the amended employment agreement, Dr. Drachman’s initial base salary was $425,000, subject to increases from time to time as determined by the Compensation Committee. Dr. Drachman was also eligible to receive an annual bonus withof up to a target level of 50% of his base salary, with the actual bonus payment amount to be as determined by the Compensation Committee. Pursuant to that agreement, in the event that Dr. Drachman was terminated without “cause���“cause” or for “good reason” (each as defined in the amended employment agreement) unrelated to a change in control of the Company (as defined in Dr. Drachman’s amended employment agreement), subject to Dr. Drachman’s execution and non-revocation of a release of claims, Dr. Drachman was entitled to receive (a) continued base salary for 12 months, payable in accordance with the Company’s standard payroll practices; (b) premium payments for continued healthcare coverage for up to 12 months; and (c) solely in the case of equity awards outstanding as of April 15, 2020, accelerated vesting of the portion of such outstanding equity awards that would have vested and become exercisable, as applicable, if he had remained in service for an additional 12 months following his date of termination. In the event Dr. Drachman experienced a termination without “cause” or he resigned for “good reason” (each as defined in Dr. Drachman’s amended employment agreement) during the 12-month period following a change in control of the Company, then in lieu of the foregoing, Dr. Drachman would have been entitled to (i) continued base salary for 18 months, payable in accordance with the Company’s standard payroll practices; (ii) 150% of his annual target bonus, payable in a single lump-sum; (iii) premium payments for continued healthcare coverage for up to 18 months; and (iv) accelerated vesting of his then-outstanding equity awards.
Employee directors are not compensated for services on the Board in addition to their regular employee compensation.
On March 8, 2023, we entered into a Separation Agreement with Dr. Drachman, in connection with his resignation from the Company, pursuant to which Dr. Drachman resigned from the Company on March 31, 2023 (the “Drachman Separation Date”Agreement”). Pursuant to that agreement,the Drachman Separation Agreement, in exchange for providing certain releases for the benefit of the Company, Dr. Drachman iswas entitled to receive (a) cash severance payments equivalent to his base salary for 12 months following the Drachman Separation Date in the form of salary continuation payments, payable in accordance with the Company’s standard payroll practices; (b) premium payments for continued healthcare coverage for up to 12 months following the Drachman Separation Date; (c) a lump sum cash payment equivalent to three months’ worth of Dr. Drachman’s annual target cash bonus for 2023, (d) accelerated vesting of 100% of the option grant awarded to Dr. Drachman on August 2, 2022 (the “Drachman Grant”), such that the Drachman Grant shall have been fully vested and exercisable on the Drachman Separation Date, and (e) extension of the post-termination exercise period in which Dr. Drachman may exercise all vested and exercisable option awards for 18 months following the date of the Drachman Separation Date.Agreement.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 45 |
Donna CochenerSean Smith
We entered into an employment agreement with Donna CochenerSean Smith effective as of March 14,August 3, 2022, setting forth the terms of Ms. Cochener’sMr. Smith’s employment as our General Counsel, SVP Legal (the “Existing Employment Agreement”).Vice President of Finance and acting Principal Accounting Officer.
On the effective date ofPursuant to the employment agreement, Ms. Cochener was granted an option to purchase 400,000 shares of common stock with an exercise price of $1.81 per share. The option vests and becomes exercisable with respect to (a) 1/4th of the total underlying shares on the first anniversary of the grant date and (b) with respect to 1/48th of the total underlying shares onif Mr. Smith experienced a monthly basis thereafter such that the option will be fully vested and exercisable on the fourth anniversary of the grant date, each subject to Ms. Cochener’s continuous service through each applicable vesting date. Pursuant to that agreement, Ms. Cochener was alsotermination without “cause” or resigned for “good reason” (each as defined in Mr. Smith’s employment agreement), Mr. Smith would have been entitled to receive (a)(i) continued base salary for 9nine months, payable in accordance with our standard payroll practices, and (b)(ii) premium payments for continued healthcare coverage for up to 9nine months. In the event Ms. CochenerMr. Smith experienced a termination without “cause” or he resignsresigned for “good reason” (each as defined in Ms. Cochener’s employment agreement) during the 12-month period following a change in control of the Company, then in lieu of the foregoing, Ms CochenerMr. Smith would have been entitled to (i)(A) continued base salary for 12 months, payable in accordance with the Company’s standard payroll practices; (ii)(B) 100% of herhis annual target bonus, payable in a single lump-sum; (iii)lump sum, (C) premium payments for continued healthcare coverage for up to 12 months;months’ and (iv)(D) full accelerated vesting of herhis then-outstanding equity awards.
In connection with Ms. Cochener’sMr. Smith’s appointment as Interim Chief ExecutiveFinancial Officer, we entered into an amendedamendment to herhis executive employment agreement, dated April 3, 2023 and effective March 31, 2023 (the “Employment“Smith Employment Agreement Amendment”). The Smith Employment Agreement Amendment providesprovided that Ms. Cochener shallMr. Smith would be paid an initial base salary of $450,000$410,000 for herhis role as Interim Chief ExecutiveFinancial Officer. Ms. Cochener shall beMr. Smith was entitled to (a) an annual bonus for 2023, which replacesreplaced the annual bonus described in the Existing Employment Agreement,previous employment agreement, of not less than $219,375,$159,167, which willwas to be prorated in the event Ms. Cochener isMr. Smith was terminated without "cause”“cause” or resignsresigned for “good reason” (as those terms are defined in the Employment Agreement) prior to December 31, 2023, (b) a retention bonus of $219,375,$159,167 payable upon (i) a “change of control” (as defined in the Smith Employment Agreement Amendment), (ii) termination by the Company without “cause” or resignation by Ms. CochenerMr. Smith for “good reason” or (iii) December 31, 2023;2023, provided that Ms. Cochener hasMr. Smith had remained in herhis role through the triggering event for such payment. In the event Ms. Cochener isMr. Smith was terminated without “cause” or resignsresigned for “good reason” outside of a “change in control”, Ms. CochenerMr. Smith would have be entitled to receive a separation payment equivalent to 9nine months of salary, payable as salary continuation, as well as 9nine months of COBRA benefits for herselfhimself and herhis family. In the event of a termination without “cause” or resignation with “good reason” within six months prior to or twelve months following a “change of control”, Ms. CochenerMr. Smith would have be entitled to receive a lump sum payment equal to (a) 15 months of herhis base salary, (b) 125% of the herhis annual bonus amount, (c) premium payments for 15 months of COBRA coverage for herselfhimself and herhis family, (d) acceleration of all
outstanding equity awards and (e) an extension of the post-separation exercise period of herhis stock options to 15 months after separation; provided, that in the event the termination or resignation preceded the “change in control”, such “change inof control” occursoccured by March 1 of the following year. All severance payments would be conditioned on receipt of a standard release of claims from Ms. CochenerMr. Smith at the time of separation.
Priti Patel
We entered into anMr. Smith’s employment agreement with Dr. Patelwas terminated effective as of April 30, 2021, setting forthat the terms of Dr. Patel’s employment as our Chief Medical Officer. PursuantMerger Closing and was considered to her employment agreement, Dr. Patel received an initial annual base salary of $440,000, which was subject to increases from time to time as determined by the Compensation Committee. Dr. Patel was also eligible to receive an annual bonus with a target level of 40% of her base salary as determined by the Compensation Committee. Pursuant to the employment agreement, in the event Dr. Patel experienced a termination of her employmentbe without “cause” or if she resigned for “good reason” (each as defined in Dr. Patel’s employment agreement), provided that she executed and made effective a release of claims against us and our affiliates, Dr. Patel was also entitledrelated to receive (a) continued base salary for 9 months, payable in accordance with the Company’s standard payroll practices, (b) premium payments for continued healthcare coverage for up to 9 months and (c) any earned, but unpaid, annual bonus due and owing from the prior year. In the event Dr. Patel
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X | 46 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
experienced a termination without “cause” or she resigns for “good reason” during the 12-month period following a change in control for purposes of the Company, then in lieu of the foregoing, Dr. Patel would have been entitled to (i) continued base salary for 12 months, payable in accordance with the Company’s standard payroll practices; (ii) any earned, but unpaid, annual bonus due and owing from the prior year; (iii) 100% of her annual target bonus, payable in a single lump-sum; (iv) premium payments for continued healthcare coverage for up to 12 months; and (v) full accelerated vesting of her then-outstanding equity awards.
Dr. Patel received a one-time sign on bonus of $100,000, which was subject to repayment if Dr. Patel’shis employment was terminated for “cause” (as defined in her employment agreement) or if she resigned within the first twelve months of employment. On the effective date of the employment agreement, Dr. Patel was also granted a restricted stock unit representing 20,000 shares of common stock (the “RSU Award”) and an option to purchase 475,000 shares of common stock with an exercise price of $12.49 per share (the “August 2022 Grant”). The RSU Award was to vest in two equal annual installments on the first two anniversaries of the grant date, and the option was to vest and become exercisable with respect to (i) 1/4th of the total underlying shares on the first anniversary of the grant date and (ii) with respect to 1/48th of the total underlying shares on a monthly basis thereafter such that the option would be fully vested and exercisable on the fourth anniversary of the grant date, each subject to Dr. Patel’s continuous service through each applicable vesting date.
On March 31, 2023 (the “Patel Separation Date”), in connection with Dr. Patel’s departure from the Company, weagreement. Mr. Smith entered into a Separation Agreement and Release with Dr. Patelthe Company (the “Smith Separation Agreement”) pursuant to which she will receiveMr. Smith received certain separation payments and benefits in return for providing a release of claims against the Company as of his last day of employment on December 18, 2023 (the “Separation Date”). Pursuant to the terms of the Smith Separation Agreement, Mr. Smith received (a) a lump sum cash severance paymentspayment equivalent to her125% months of his annual base salary and target annual bonus on the Separation Date, for 9(b) a lump-sum payment representing fifteen months followingof health insurance premiums at a rate approved by the Patel Separation Date in the formBoard of salary continuation payments, payable in accordance with our standard payroll practices, (b) premium payments for continued healthcare coverage for 9 months following the Patel Separation Date,Directors of Neoleukin, (c) a lump-sum retention payment equivalentrepresenting an annual bonus of 125% of his target annual bonus for 2023, pro-rated to 50% of Dr. Patel's salary earned during fiscal year 2023 through the Patel Separation Date, (d) accelerated vesting of 100,000 sharesall outstanding unvested option awards held by Mr. Smith as of the August 2022 Grant, such that 100,000 shares ofSeparation Date (as agreed in the August 2022 Grant shall be fully vested and exercisable on the Patel Separation Date,Smith Employment Agreement Amendment), (e) accelerated vesting and issuance of the unvested shares underlying the RSU Awardan award of restricted stock units granted to Mr. Smith in February 2022, which would have vested on April 30, 2023February 1, 2024 had Dr. PatelMr. Smith continued to be employed by usthe Company through that date and (f) an extension of the post-termination exercise period in which Dr. PatelMr. Smith may exercise the vested and exercisable sharesoptions pursuant to his outstanding option grants for fifteen months following the termination of his continuous service to Neoleukin. Mr. Smith entered into a Consulting Agreement with the Company effective as of the time of the Merger Closing, which was in effect until April 1, 2024.
Base Salaries
Base salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our NEOs are designed to reflect each NEO’s scope of responsibility and accountability. Effective January 1, 2024, Dr. McMinn’s annual base salary was increased from $467,890 to $595,000, Ms. Mikail’s base salary was increased from $455,787 to $515,000 and the annual payments to the Consultant for services provided to the Company by Dr. Cobb was increased from $362,295 to $440,000. The increase in base salaries and consulting fees reflects in part the transition of Neurogene from a private company to a public company pursuant to the August 2022 GrantMerger. For information on the base salaries for our NEOs prior to the Merger, refer to the “2023 Summary Compensation Table” and the section titled “Employment Agreements and Offer Letters” above.
Incentive Compensation
NEOs After the Merger
Annual Cash Bonuses. Our annual incentive program is intended to reward our NEOs for performance during a fiscal year. From time to time, our compensation committee or the Board, as applicable, in their discretion may approve annual incentives for our NEOs based on individual performance, company performance, or as otherwise determined appropriate. Each of our NEOs was eligible to receive a target bonus at the discretion of the Board with respect to 2023 (as a percentage of base salary) subject to the Company’s and/or the NEO’s achievement of specific performance goals. The following table sets forth the target annual bonus percentages and the actual bonuses paid for Dr. McMinn and Ms. Mikail and the success fee paid to the Consultant related to Dr. Cobb’s services for the fiscal year ended December 31, 2023.
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| Name | | Target Annual
Cash Bonus
(% of Base Salary)1 | | Target Annual
Cash Bonus
($) | | Actual Annual
Cash Bonus
($) |
| Rachel McMinn | | 40 | % | | $ | 187,156 | | | $ | 196,514 | |
| Christine Mikail | | 35 | % | | $ | 159,525 | | | $ | 167,602 | |
| Stuart Cobb | | 30 | % | | $ | 110,999 | | | $ | 116,549 | |
1Target percentages for 2023. Effective January 1, 2024, Dr. McMinn's target bonus is 55%, Ms. Mikail's target bonus amount is 45%, and Dr. Cobb's target bonus is 40%.
Equity Awards. We have historically provided long-term incentive compensation to our NEOs through grants of stock options to purchase shares of our common stock under our 2018 Plan. In general, stock options vest as to 25% of the award on the first anniversary of the applicable vesting commencement date and then the remaining options vest in equal monthly installments on the last day of each month over the following 36 months, subject to our NEO’s continued employment through the applicable vesting date. During the year ended December 31, 2023, we made grants of stock options to each of
Dr. McMinn, Ms. Mikail and Dr. Cobb. The grant date fair values of such awards are set forth in the “2023 Summary Compensation Table” above,and the number of shares underlying such awards and the vesting terms of such awards are set forth in the “2023 Summary Compensation Table” and the “Outstanding Equity Awards at 2023 Fiscal-Year End Table” above.
NEOs Prior to the Merger
For information on the incentive compensation arrangements for the NEOs prior to the Merger, refer to the “2023 Summary Compensation Table,” the “Outstanding Equity Awards at 2023 Fiscal-Year End Table” and the section titled “Employment Agreements and Offer Letters” above.
Retirement Benefits
We do not maintain, and no NEO is eligible to participate in, any defined benefit pension plan or nonqualified deferred compensation plan. Each of our current NEOs is eligible to participate in a tax-qualified 401(k) savings plan, which allows eligible participants to defer a portion of their compensation, within the limits prescribed by the Internal Revenue Code of 1986, as amended, and the applicable limits under the 401(k) plan, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. Pursuant to the terms of such 401(k) plan, we match 100% of the employees contributions up to the first three percent of employee’s eligible compensation and 50% of the employee contributions up to the next two percent of the employee’s eligible compensation.
Potential Payments Upon Termination or Change in Control
Rachel McMinn
Pursuant to the terms set forth in an amendment to Dr. McMinn’s Restricted Stock Purchase Agreement, in the event that Dr. McMinn is terminated by Neurogene other than for “Cause” or that Dr. McMinn resigns for “Good Reason” within 60 days prior to, or within 12 months following, a “Change in Control,” then the Patel Separation Date. We alsovesting schedule of her stock options will be accelerated so that all unvested stock options will immediately become vested on such date.
For purposes of Dr. McMinn’s vesting acceleration:
•“Cause” generally means Dr. McMinn’s: (i) repeated and willful failure after written notice to perform her reasonably assigned duties for Neurogene, (ii) engagement in dishonesty, gross negligence or misconduct or (iii) conviction of, or the entry of a pleading of guilty or nolo contendere of, any crime involving moral turpitude or any felony.
•“Change in Control” generally means (i) a merger or consolidation in which Neurogene or its subsidiary is a constituent party and Neurogene issues shares of Neurogene capital stock pursuant to such merger or consolidation, or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by Neurogene of all or substantially all the assets of Neurogene.
•“Good Reason” generally means (i) where Dr. McMinn and Neurogene mutually agree in writing that Good Reason exists, (ii) a material diminution in annual base salary (excluding across the board reductions), (iii) any material diminution in title, authority, responsibilities or lines of reporting, or (iv) a required geographic relocation by more than 50 miles, in each case, subject to standard notice and cure periods.
On April 1, 2024, we entered into a consulting agreement with Dr. Patel dated as of March 31, 2023the McMinn Employment Agreement, pursuant to which she is expectedDr. McMinn will entitled to provide us upreceive the following severance amounts upon termination by the Company for “cause” or by Dr. McMinn for “good reason” (in each case as defined in the McMinn Employment Agreement), subject to 10 hours of consultation on our clinical trial wind-down in exchange for payment of $500 per hour. The initial term of the consulting agreement is [three months] from the date ofDr. McMinn’s execution and may be extended past that time at the mutual agreementnon-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants:
•a lump sum payment equal to 12 months of her annual base salary then in effect;
•any bonus earned for the fiscal year prior to such termination but not yet paid;
•a pro-rata annual bonus amount calculated based on the number of days from and including the first day of the then-current fiscal year to the date of termination; and
•premium payments for up to 12 months of continuing health care coverage benefits for Dr. Patel.McMinn and any dependents who are covered by her health care benefits.
If Dr. McMinn is terminated by the Company without “cause” or resigns for “good reason” during a period that is three months prior to or twelve months following a change in control, then in lieu of the foregoing, Dr. McMinn will be entitled to receive:
•a lump sum payment equal to 1.5x the sum of her annual base salary and target annual bonus then in effect;
•any bonus earned for the fiscal year prior to such termination but not yet paid;
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 47 |
•premium payments for up to 18 months of continuing health care coverage benefits for Dr. McMinn and any dependents who are covered by her health care benefits; and Outstanding Equity Awards at December 31, 2022
The following table provides information regarding outstanding•acceleration of the vesting of all equity and equity-based awards held by each of our NEOsDr. McMinn as of December 31, 2022.such termination
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| Option Awards | Stock Awards | |
| Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Awards (#) Exercisable | Number of Securities Underlying Unexercised Awards (#) Unexercisable (1)(2) | | Exercise
Price
($) | | Expiration
Date | Number of Restricted Stock Units that have not Vested
(#) | Market Value of Restricted Stock Units that have not vested ($) | |
| | | | | | | | | | |
Jonathan
Drachman | 8/31/2019 | 1,375,000 | 275,000 | | 2.80 | | 8/30/2029 | — | — | |
| 8/10/2020 | 245,000 | 175,000 | | 12.00 | | 8/10/2030 | — | — | |
| 8/3/2021 | 133,333 | 266,667 | | 6.80 | | 8/2/2031 | — | — | |
| 8/2/2022 | — | 350,000 | | 0.99 | | 48,427 | — | — | |
| Donna Cochener | 3/14/2022 | — | 400,000 | | 1.81 | | 3/13/2032 | — | — | |
| 8/2/2022 | — | 100,000 | | 0.99 | | 8/1/2032 | — | — | |
| Priti Patel | 4/30/2021 | 197,917 | 277,083 | | 12.49 | | 47,967 | — | — | |
| 8/3/2021 | 16,667 | 33,333 | | 6.80 | | 48,062 | — | — | |
| 8/2/2022 | — | 250,000 | | 0.99 | | 8/1/2032 | — | — | |
| 4/30/2021 | — | — | | — | | | — | 10,000 | 5,090 | |
| 2/1/2022 | — | — | | — | | | — | 70,000 | 35,630 | |
(1)The•“Cause” generally means a good faith determination by the Board that her employment be terminated due to her indictment, conviction or plea to a felony or other crime involving fraud, dishonesty or moral turpitude, material misconduct or gross negligence in performing her duties, her material failure or refusal to follow policies and lawful directives of the Board, any fraud, embezzlement, theft or dishonesty in connection with her employment by the Company, her material breach of the McMinn Employment Agreement or her failure to comply in any material respect with applicable laws with respect to the operation of the business.
•“Good Reason” generally means the failure or refusal of the Company to comply with the terms of the McMinn Employment Agreement in any material respect, a material diminution in Dr. McMinn's duties, title, authority, status or responsibilities, a material reduction in her base salary or annual cash bonus opportunity (in each case unless it is part of a reduction that applies similarly and in substantially the same way to similarly situated officers), or requiring Dr. McMinn to be located at an office that is more than 50 miles from the Company's current headquarters (other than pursuant to a stay home order from a governmental entity).
•"Change in Control" generally means any person becoming the beneficial owner of more than 50% of the securities of the Company (directly or indirectly), a change in the majority of the Board of Directors, consummation of a merger or other acquisition pursuant to which the beneficial owners of the Company prior to such transaction no longer hold a majority of the voting securities of the Company following such transaction, the implementation of a plan of dissolution or liquidation, or the consummation of a sale of more than 50% of the Company's assets to an entity whose beneficial ownership is less than 50% owned by the prior beneficial owners of the Company in substantially the same proportions as before such transaction.
Christine Mikail
Pursuant to the terms set forth in Ms. Mikail’s offer letter, in the event that Ms. Mikail is terminated by Neurogene other than for “Cause” or that Ms. Mikail resigns for “Good Reason,” then Ms. Mikail will be entitled to the following severance benefits: (i) a lump sum severance payment equal to six months of Ms. Mikail’s base salary, (ii) any unpaid annual bonus amount earned by Ms. Mikail with respect to the calendar year ended prior to such termination, and (iii) Neurogene-subsidized COBRA continuation premiums for up to six months. If such termination is within 12 months following a Change in Control, then the lump sum severance payment that Ms. Mikail is entitled to will equal 12 months of Ms. Mikail’s base salary and the vesting of her stock options will be accelerated so that all unvested stock options will immediately become vested on the date that is 60 days after such termination. All severance benefits are conditioned on Ms. Mikail’s execution and non-revocation of a release of claims in favor of Neurogene and continued compliance with restricted covenants.
For purposes of Ms. Mikail’s offer letter:
•“Cause” generally means Ms. Mikail’s: (i) indictment or conviction, or entry of a pleading of guilty or no contest, with respect to a felony or another crime involving fraud, dishonesty or moral turpitude, (ii) material misconduct or gross negligence in the performance of assigned duties to Neurogene, (iii) material failure or refusal to (A) follow policies or lawful directives established by the Neurogene Chief Executive Officer or the Neurogene board of directors or (B) perform duties or obligations, subject to a 30-day cure period, (iv) act of fraud, embezzlement, theft or dishonesty in the course of employment with Neurogene, (v) material breach of Ms. Mikail’s offer letter, Neurogene’s policies, the Employee Proprietary Information and Inventions Assignment Agreement or any other agreement with Neurogene, subject to a 30-day cure period or (vi) failure to comply in any material respect with applicable laws with respect to the operation of the business of Neurogene, subject to a 30-day cure period.
•“Change in Control” generally means (i) a merger or consolidation of Neurogene with or into any other corporation or other entity or person, (ii) a sale, lease, exchange, or other transfer in one transaction or a series of related transactions of all or substantially all Neurogene’s assets to an unrelated person or entity, or (iii) any other transaction, including the sale by Neurogene of shares of Neurogene capital stock or a transfer of existing shares of Neurogene capital stock which results in a third party that is not an affiliate of Neurogene or its stockholders (or a group of third of third parties that are not affiliates of Neurogene or its stockholders) immediately prior to such transaction acquires or holds Neurogene capital stock representing a majority of Neurogene’s outstanding voting power immediately following such transaction.
•“Good Reason” generally means (i) a material diminution in annual base salary (excluding across the board reductions), (ii) any material diminution in title, authority, responsibilities or lines of reporting, or (iii) a required geographic relocation by more than 50 miles, in each case, subject to standard notice and cure periods.
On April 1, 2024, we entered into the Mikail Employment Agreement pursuant to which Ms. Mikail is entitled to receive the following severance amounts upon termination by the Company for “cause” or by Ms. Mikail for “good reason” subject to Ms. Mikail’s execution and non-revocation of a release of claims in favor of the Company and continued compliance with certain restrictive covenants:
•a lump sum payment equal to 12 months of her annual base salary then in effect;
•any bonus earned for the fiscal year prior to such termination but not yet paid;
•a pro rata annual bonus amount calculated based on the number of days from and including the first day of the then-current fiscal year to the date of termination; and
•premium payments for up to 12 months of continuing healthcare coverage benefits for Ms. Mikail and any dependents who are covered by her healthcare benefits.
If Ms. Mikail is terminated by the Company without “cause” or resigns for “good reason” during a period that is three months prior to or twelve months following a change in control (as that term is defined in the 2023 Plan):
•a lump sum payment equal to 1.25x her base salary and target bonus then in effect;
•any bonus earned for the fiscal year prior to such termination but not yet paid;
•up to 18 months of continuing health care coverage benefits for Ms. Mikail and any dependents who are covered by her health care benefits; and
•acceleration of the vesting of all equity and equity-based awards held by Ms. Mikail as of such termination.
For purposes of the Mikail Employment Agreement:
•“Cause” generally means a good faith determination by the Board that her employment be terminated due to her indictment, conviction or plea to a felony or other crime involving fraud, dishonesty or moral turpitude, material misconduct or gross negligence in performing her duties, her material failure or refusal to follow policies and lawful directives of the Board, any fraud, embezzlement, theft or dishonesty in connection with her employment by the Company, her material breach of the Mikail Employment Agreement or her failure to comply in any material respect with applicable laws with respect to the operation of the business.
•“Good Reason” generally means the failure or refusal of the Company to comply with the terms of the Mikail Employment Agreement in any material respect, a material diminution in Ms. Mikail's duties, title, authority, status or responsibilities, a material reduction in her base salary or annual cash bonus opportunity (in each case unless it is part of a reduction that applies similarly and in substantially the same way to similarly situated officers), or requiring Ms. Mikail to be located at an office that is more than 50 miles from the Company's current headquarters (other than pursuant to a stay home order from a governmental entity), in each case, subject to standard notice and cure periods.
•“Change in Control” generally means any person becoming the beneficial owner of more than 50% of the securities of the Company (directly or indirectly), a change in the majority of the Board of Directors, consummation of a merger or other acquisition pursuant to which the beneficial owners of the Company prior to such transaction no longer hold a majority of the voting securities of the Company following such transaction, the implementation of a plan of dissolution or liquidation, or the consummation of a sale of more than 50% of the Company's assets to an entity whose beneficial ownership is less than 50% owned by the prior beneficial owners of the Company in substantially the same proportions as before such transaction.
Stuart Cobb
On April 19, 2024, we entered into the Restated Consulting Agreement pursuant to which Dr. Cobb provides services to the Company as our Chief Scientific Officer. Pursuant to the Restated Consulting Agreement, the Consultant will be entitled to receive the following payments upon a termination by the Company without “cause” or by the Consultant with “good
reason” (in each case as defined in the Restated Consulting Agreement) subject to the stock options vest as follows: 25%Consultant’s execution and non-revocation of a release of claims in favor of the shares underlyingCompany and continued compliance with certain restrictive covenants:
•a lump sum payment equal to 1.0x the options vestthen-current annual consulting fee;
•any annual success fee earned for the fiscal year prior to such termination but not yet paid; and
•a pro rata amount of the annual success fee for the then-current year calculated based on the one-year anniversarynumber of days from and including the first day of the fiscal year to the date of termination.
If the Consultant is terminated by the Company without “cause” or if the Consultant terminates with “good reason” within a period from three months before to 12 months after a change in control, then in lieu of the foregoing, the Consultant will be entitled to receive:
•a lump sum payment equal to 12 months of the then-current consulting fee;
•any annual success fee earned for the fiscal year prior to such termination but not yet paid;
•a pro rata amount of the annual success fee for the then-current year calculated based on the then-current target annual success fee and the number of days from and including the first day of the fiscal year to the date of termination; and
•acceleration of the vesting commencement dateof all equity and thereafter 1/48thequity-based awards held by the Consultant as of such termination.
For purposes of the shares vest each month, subjectRestated Consulting Agreement:
•“Cause” generally means a good faith determination by the Board that Dr. Cobb's consulting arrangement be terminated due to continued service with us through each vesting date.
(2)As described under “Employment Agreements” these awards arehis indictment, conviction or were subjectplea to accelerated vestinga felony or other crime involving fraud, dishonesty or moral turpitude, material misconduct or gross negligence in certain circumstances.
(3)For Dr. Drachmanperforming his duties, his material failure or refusal to follow policies and Dr. Patel, vestinglawful directives of the August 2, 2022 awards was accelerated as to all 350,000 shares for Dr. Drachman and as to 100,000 shares for Dr. Patel pursuant to their respective Separation Agreements.
(4)Represents 20,000 Restricted Stock Units (“RSUs”) which vest as follows: 1/2 of the shares underlying the RSUs shall vest on each one-year anniversary of the vesting commencement date, subject to continued service with us through each vesting date. 10,000 such shares vested on April 30, 2022. In connection with Dr. Patel’s Separation Agreement, dated March 31, 2023, the remaining 10,000 shares vested on March 31, 2023.
(5)Represents 70,000 Restricted Stock Units (“RSUs”) which vest as follows: 1/2 of the shares underlying the RSUs shall vest on each one-year anniversary of the vesting commencement date, subject to continued service with us through each vesting date. 35,000 vested on February 1, 2023. This RSU was terminated as to the remaining 35,000 sharesBoard, any fraud, embezzlement, theft or dishonesty in connection with Dr. Patel’s separation fromhis consulting services provided to the Company, on March 31, 2023.his material breach of the Restated Consulting Agreement or his failure to comply in any material respect with applicable laws with respect to the operation of the business.
•“Good Reason” generally means the failure or refusal of the Company to comply with the terms of the Restated Consulting Agreement in any material respect, a material diminution in Dr. Cobb's responsibilities, a material reduction in his base salary or annual success fee opportunity, or requiring Dr. Cobb to be located at an office that is more than 50 miles from his current work location.
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X | 48 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
•"Change in Control" generally means any person becoming the beneficial owner of more than 50% of the securities of the Company (directly or indirectly), a change in the majority of the Board of Directors, consummation of a merger or other acquisition pursuant to which the beneficial owners of the Company prior to such transaction no longer hold a majority of the voting securities of the Company following such transaction, the implementation of a plan of dissolution or liquidation, or the consummation of a sale of more than 50% of the Company's assets to an entity whose beneficial ownership is less than 50% owned by the prior beneficial owners of the Company in substantially the same proportions as before such transaction. Pay Versus Performance
TheAs required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following table presentsinformation about the relationship between executive compensation actually paid (as computed in accordance with the SEC rules) and the Company’s pay versus performance disclosurewith respect to certain financial metrics.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | Summary Compensation Table Total for Dr. McMinn1 | Compensation Actually Paid to Dr. McMinn2 | Summary Compensation Table Total for Ms. Cochener1 | Compensation Actually Paid to Ms. Cochener2 | Summary Compensation Table Total for Dr. Drachman1 | Compensation Actually Paid to Dr. Drachman2 | Average Summary Compensation Table Total for Non-Principal Executive Officer (“PEO”) NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”)5 | Net Income (Loss)6 (in thousands) |
| 2023 | 1,080,629 | | 1,041,892 | | 1,827,432 | | 1,902,501 | | 549,983 | | 477,211 | | 1,242,197 | | 1,252,222 | | 7.00 | | (36,317) | |
| 2022 | –– | –– | –– | –– | 902,179 | | (3,599,400) | | 1,027,439 | | (119,619) | | 3.61 | | (60,692) | |
| 2021 | –– | –– | –– | –– | 2,650,131 | | (9,588,163) | | 3,457,798 | | 103,358 | | 34.18 | | (57,557) | |
1 The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table.
2 The dollar amounts reported represent the amount of “compensation actually paid” to each of the PEOs during the applicable year, as required by the SEC. The “Compensation Actually Paid” portions of this table are calculatedcomputed in accordance with SEC rules and include certainrules. The dollar amounts that weredo not receivedreflect the actual amount of compensation earned by or paid to the PEOs during the respective fiscal year and may not be received in the future.
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Year(1) | Summary Compensation Table Total for Drachman(2) | | Compensation Actually Paid to Dr. Drachman | | Average Summary Compensation Table Total for Non-PEO NEOs (2) | | Compensation Actually Paid to Non-PEO NEOs | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | | Net Income (Loss) (in thousands)(4) | |
| ($) | | ($) | | ($) | | ($) | | ($) | | ($) | |
| | | | | | | | | | | | |
| 2022 | 902,179 | | | (3,599,400) | | | 1,027,439 | | | (119,619) | | | 3.61 | | | (60,692) | | |
| 2021 | 2,650,131 | | | (9,588,163) | | | 3,457,798 | | | 103,358 | | | 34.18 | | | (57,557) | | |
(1)The Principal Executive Officer (“PEO”) and named officers for the applicable years wereyear. In accordance with SEC rules, these amounts reflect “Total Compensation” as follows:
•2022: Jonathan Drachman served as the Company’s PEO for the entirety of 2022. The Company’s other NEOs for 2022 were: Donna Cochener and Priti Patel.
•2021: Jonathan Drachman served as the Company’s PEO for the entirety of 2021. The Company’s other NEOs for 2021 were: Robert Ho and Priti Patel.
(2)Amounts reported in this column represent (i) the total compensation reportedset forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the applicable year in whichvaluation assumptions used to calculate fair values did not materially differ from those disclosed at the named officer served as PEO in the casetime of Dr. Drachman and (ii)grant.
| | | | | | | | | | | |
| Compensation Actually Paid to PEO | 2023
(Dr. McMinn) | 2023
(Ms. Cochener) | 2023
(Dr. Drachman) |
| Summary Compensation Table Total | 1,080,629 | | 1,827,432 | | 549,983 | |
| Less, value of “Option Awards” reported in Summary Compensation Table | (404,087) | | — | | — | |
| Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 399,010 | | — | | — | |
| Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (22,191) | | — | | — | |
| Plus (less), change in fair value from prior year end to the vesting date of equity awards granted in prior years that vested in the year | (11,469) | | 75,069 | | 69,814 | |
| Less, prior year-end fair value for any equity awards forfeited in the year | — | | — | | (142,586) | |
| Compensation Actually Paid to PEO | 1,041,892 | | 1,902,501 | | 477,211 | |
3 The dollar amounts reported represent the average of the totalamounts reported for the Company’s NEOs as a group (excluding the PEO(s)) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the PEO(s)) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Ms. Mikail, Dr. Cobb, and Mr. Smith; (ii) for 2022, Ms. Cochener and Dr. Patel; and (iii) for 2021, Robert Ho, our former Chief Financial Officer, and Dr. Patel.
4 The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO(s)), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation reportedearned by or paid to the NEOs as a group (excluding the PEO(s)) during the applicable year. In accordance with the SEC rules, these amounts reflect “Total” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the applicablevaluation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
| | | | | |
| Average Compensation Actually Paid to Non-PEO NEOs | 2023 |
| Average Summary Compensation Table Total | 1,242,197 | |
Less, average value of “Option Awards” and “Stock Awards” reported in Summary Compensation Table | (271,571) | |
| Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 283,155 | |
| Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | |
| Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | (10,632) | |
| Plus (less), average change in fair value from the prior year end to the vesting date of equity awards granted in prior years that vested in the year | 9,073 | |
| Less, prior year-end fair value for any equity awards forfeited in the year | — | |
| Average Compensation Actually Paid to Non-PEO NEOs | 1,252,222 | |
5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends, if any, for the measurement period, assuming dividend reinvestment, and the difference between the Company’s named officers other thanstock price at the individual serving as PEO for all or a portion of such years.
(3)Total Shareholder Return illustratesend and the value, asbeginning of the last daymeasurement period by the Company’s stock price at the beginning of the indicated fiscal year, of an investment of $100 in Neoleukin common stock using the closing trading pricemeasurement period. The beginning of the Company’s common stock onmeasurement period for each year in the table is December 31, 2020.
(4)6 The dollar amounts reported represent the amount of net income (loss) reflected in ourthe Company’s audited financial statements for the applicable fiscal year.
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| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 49 |
Analysis of the Information Presented in the Pay versus Performance Table CompensationThe Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid to our NEOs represents(as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the “Total” compensation reportedCompany is providing the following descriptions of the relationships between information presented in the Summary Compensation Table for the applicable year, adjusted as follows:Pay versus Performance table.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | |
| PEO | | Average Non-PEO NEOs | | PEO | | Average Non-PEO NEOs | |
| ($) | | ($) | | ($) | | ($) | |
| | | | | | | | |
| Summary Compensation Table - Total Compensation | 902,179 | | | 1,027,439 | | | 2,650,131 | | | 3,457,798 | | |
| Adjustments: | | | | | | | | |
| - Amounts reported under "Equity Awards" column in the Summary Compensation Table for the applicable fiscal year | (251,655) | | | (515,190) | | | (1,998,837) | | | (2,923,483) | | |
| + Fair value at fiscal year-end of outstanding and unvested equity awards granted in the applicable fiscal year | 109,832 | | | 124,851 | | | 1,319,694 | | | 805,864 | | |
| - Change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (2,326,094) | | | (453,823) | | | (8,335,531) | | | (946,820) | | |
| - Change in fair value of equity awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the applicable fiscal year | (2,033,663) | | | (302,897) | | | (3,223,620) | | | (290,001) | | |
| = Compensation actually paid | (3,599,400) | | | (119,619) | | | (9,588,163) | | | 103,358 | | |
| | | | | | | | | | | | | | | | | |
X | 50 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
Description of Relation Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)Cumulative TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO,PEO(s), the average of Compensation Actually Paid to our Non-PEOnon-PEO NEOs, and the Company’s TSR over the fiscal twothree year period from 2021 through 2022.2023:
Description of Relationship Between NEO
Compensation Actually Paid
and Net Income/Income (Loss)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO,PEO(s), the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s Net Income (Loss) over the two fiscal two year period from 2021 through 2022.2023:
| | | | | | | | | | | | | | |
| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 51 |
Director Compensation
The following table sets forth information regarding compensation earned by or paidNon-Employee Director Compensation Policy
Prior to the Merger Closing, our non-employee directors serving during 2022. Dr. Drachman, our only employee director during 2022, received no additional compensation for his Board service during 2022.
| | | | | | | | | | | | | | | | | | | | |
| Name | Fees Earned or Paid In Cash
($) | | Option Awards ($)(1)(2) | | Total ($) | |
| | | | | | |
| Martin Babler | 53,667 | | 18,124 | | 71,791 | |
M. Cantey Boyd (3) | 52,000 | | 18,124 | | 70,124 | |
| Erin Lavelle | 53,000 | | 18,124 | | 71,124 | |
| Sarah B. Noonberg | 48,000 | | 18,124 | | 66,124 | |
| Rohan Palekar | 45,833 | | 114,311 | | 160,144 | |
| Todd Simpson | 85,000 | | 18,124 | | 103,124 | |
Lewis T. "Rusty" Williams(4) | 10,500 | | — | | | 10,500 | |
(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 each stock option granted in the year ended December 31, 2022, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in our Annual Report on Form 10-K for the year ended December 31, 2022. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our non-employee directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. The table below lists the aggregate number of shares subject to outstanding option awards held by each of our non-employee directors.
| | | | | | | | | | | | | | | | | |
X | 52 | 2023 Proxy Statement | | Neoleukin Therapeutics, Inc. | | |
(2)The shares subject to these awards vest in a series of twelve successive equal monthly installments measured from the vesting commencement date.
| | | | | |
Name | Number of Shares Subject to Outstanding Options as of December 31, 2022
(#)
|
| |
Martin Babler | 100,000 |
M. Cantey Boyd (3)
| 97,000 |
Erin Lavelle | 100,000 |
Sarah B. Noonberg | 97,000 |
Rohan Palekar | 75,000 |
Todd Simpson | 141,833 |
Lewis T. "Rusty" Williams(4)
| — |
(3)Ms. Boyd, an employee of Baker Bros. Advisors LP (the “Adviser”), serves on our Board as a representative of 667, L.P. (“667”) and Baker Brothers Life Sciences, L.P. (“Life Sciences”, and together with 667, the “Funds”) and the Adviser may be deemed to beneficially own the securities received by Ms. Boyd as compensation for serving as a director. Pursuant to the policies of the Adviser, Ms. Boyd does not have any right to the pecuniary interest in securities received as compensation for serving as a director and the Funds are entitled to an indirect proportionate pecuniary interest in such securities.
(4)Dr. Williams resigned from our Board effective as of March 2, 2022.
Non-employee directors receive the following annual cash compensation for service on our Board and the following additional annual cash compensation for services on committees of our Board, as applicable, payable in equal monthly installments, in arrears:
••$40,000 per year for service as a member of our Board;
••$25,000 per year for service as our Chairperson;
••$20,000 per year for service as the chair of the Audit Committee and $8,000 per year for service as a member (other than as the chair) of the Audit Committee;
••$15,000 per year for service as the chair of the Compensation Committee and $7,000 per year for service as a member (other than as the chair) of the Compensation Committee; and
••$8,000 per year for service as the chair of the Nominating and Corporate Governance Committee and $5,000 per year for service as a member (other than as the chair) of the Nominating and Corporate Governance Committee.
•We have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Employee directors do not receive additional compensation for service on our Board. Each
•In addition to the cash compensation set forth above, prior to the Merger Closing, each new non-employee director who joinsjoined our Board will bewas granted an option to purchase 50,0002,500 shares of our common stock.stock (after giving effect to the 1-for-5 Reverse Stock Split and the 1-for-4 Reverse Stock Split). These options will vest onin equal annual installments over a three-year annual vesting schedule. Eachperiod. Thereafter, each non-employee director continuing in office following an annual meeting will receivereceived a grant of stock options covering 25,0001,250 shares of our common stock (after giving effect to the 1-for-5 Reverse Stock Split and the 1-for-4 Reverse Stock Split), vesting onin equal monthly installments over a one-year period following the date of such annual meeting.
On January 18, 2024, we adopted a policy for compensating our non-employee directors with a combination of cash and equity, with such equity awards being subject to the terms and conditions of our 2023 Plan, and the Stock Option Agreement thereunder and related forms of grant notices approved by the Board.
•Cash Compensation. Each of our non-employee directors is eligible to receive a $40,000 annual cash retainer for serving as a member of the Board (except for a non-executive Chair of the Board, if one is appointed, who would be eligible to receive a $70,000 annual cash retainer in such a position) as well as the following additional annual cash fees for their committee service:
| | | | | | | | |
| Chair | Member |
| Audit Committee | $ | 15,000 | $ | 7,500 |
| Compensation Committee | $ | 10,000 | $ | 5,000 |
| Nominating Committee | $ | 8,000 | $ | 4,000 |
Each annual cash retainer and additional annual fee is paid quarterly in arrears. In addition, we reimburse all of our directors for their reasonable out-of-pocket expenses, including travel, food and lodging, incurred by them in connection with attendance at Board and committee meetings.
•Equity Compensation. New non-employee directors are entitled to receive an initial equity grant of 15,400 stock options. Subject to the director’s continued service, initial equity awards vest in equal monthly vesting scheduleinstallments over a three-year period following the date of grant. In addition, each non-employee director is entitled to receive an annual equity grant of 7,700 stock options. The annual equity awards vest in full on the first to occur of the first anniversary of the date of grant or the next annual meeting of the Company’s stockholders, subject to the director’s continued service through such date. All non-employee directors received an initial equity grant of 15,400 stock option awards in January 2024.
Fiscal Year 2023 Non-Employee Director Compensation Table
The following table shows the compensation earned in 2023 by the non-employee directors who served on the Board during such year. Amounts received by Dr. Baffi in 2023 relate to his service on the board of Private Neurogene. Dr. Freedland and Mr. Woods joined the Board of Directors in connection with the Merger Closing in December 2023 and as such did not receive any compensation in 2023.
| | | | | | | | | | | | | | |
| Name | Fees Earned
or Paid in
Cash
($) | Option
Awards
($)(1) | All Other
Compensation
($) | Total
($) |
| Non-Employee Directors After the Merger | | | | |
| Robert Baffi | 30,000 | 34,081 | — | 64,081 |
| Cory Freedland | — | — | — | — |
| Sarah Noonberg | 48,000 | 14,124 | — | 62,124 |
| Rohan Palekar | 57,500 | 14,124 | — | 71,624 |
| Keith Woods | — | — | — | — |
Non-Employee Directors Prior to the Merger(2) | | | | |
| Martin Babler | 53,057 | 14,124 | — | 67,181 |
| M. Cantey Boyd | 50,163 | 14,124 | — | 64,287 |
| Erin Lavelle | 51,128 | 14,124 | — | 65,252 |
| Todd Simpson | 81,997 | 14,124 | — | 96,121 |
(1) The amounts in this column represent the aggregate grant date fair value of the stock options granted to each non-employee director during the 2023 fiscal year under Neoleukin’s 2014 Plan with respect to Dr. Noonberg, Mr. Palekar, Mr. Babler, Ms. Boyd, Ms. Lavelle and Mr. Simpson and our 2018 Plan with respect to Dr. Baffi, computed in accordance with FASB ASC Topic 718. For more information regarding the assumptions used in these calculations, see Note 14 to our consolidated financial statements, Stock-Based Compensation, in our Annual Report on Form 10-K for the year ended December 31, 2023.
(2) These directors resigned from the Board effective as of December 18, 2023 in connection with the Merger.
Dr. McMinn, our CEO and Executive Chair, and Dr. Drachman, our former Chief Executive Officer and President, did not receive any additional compensation for his or her service on the Board. The compensation received by Dr. McMinn and Dr. Drachman for their respective service as our CEO is presented in the 2023 Summary Compensation Table above.
As of December 31, 2023, our non-employee directors held the following options to purchase shares of our common stock:
| | | | | |
| Name | Number of Shares Subject
to Outstanding Options
as of December 31, 2023
(#) |
| Robert Baffi | 11,642 |
| Sarah B. Noonberg | 6,100 |
| Rohan Palekar | 5,000 |
| Martin Babler | 6,250 |
| M. Cantey Boyd | 6,100 |
| Erin Lavelle | 6,250 |
| Todd Simpson | 8,341 |
CERTAIN INFORMATION ABOUT OUR COMMON STOCK
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of April 18, 2024 by:
•each person, or group of affiliated persons, who is known by us to be the beneficial owners of more than 5.0% of our common stock.
•each of our directors and nominees;
•each of our NEOs; and
•all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned, unless otherwise indicated.
The percentage ownership information shown in the column titled “Percentage of Shares Beneficially Owned” in the table below is based on 12,865,684 shares of our common stock outstanding as of the date of this table (plus any shares that such annual meeting.person has the right to acquire within 60 days after the date of this table). Unless otherwise indicated, the address of each individual listed in this table is the Company’s address set forth on the first page of this Proxy Statement.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Beneficial Ownership | |
| Name of Beneficial Owner | | Number
of Shares
Beneficially
Owned | | | Percentage
of Shares
Beneficially
Owned | |
| Greater than 5% stockholders: | | | | | | | |
| Samsara BioCapital, L.P.(1) | | 1,287,291 | | | | 9.99% | |
| Entities affiliated with EcoR1 Capital Fund, L.P.(2) | | 1,286,836 | | | | 9.99% | |
| Entities affiliated with Redmile Biopharma Investments I, L.P.(3) | | 1,050,304 | | | | 8.16% | |
| Entities affiliated with Great Point Partners, LLC(4) | | 994,229 | | | | 7.73 | % | |
| Entities affiliated with Janus Capital Management LLC(5) | | 841,688 | | | | 6.54 | % | |
| Entities affiliated with Cormorant Asset Management, LLC(6) | | 746,180 | | | | 5.80 | % | |
| | | | | | | |
| Named Executive Officers and Directors: | | | | | | | |
| Rachel McMinn(7) | | 1,279,771 | | | | 9.92 | % | |
| Christine Mikail(8) | | 97,357 | | | | * | |
| Stuart Cobb(9) | | 51,623 | | | | * | |
| Donna Cochener(10) | | 25,198 | | | | * | |
| Jonathan Drachman(11) | | 227,845 | | | | * | |
| Sean Smith(9) | | 14,746 | | | | * | |
| Robert Baffi(9) | | 12,496 | | | | * | |
| Cory Freedland(12) | | 0 | | | | — | % | |
| Rohan Palekar(9) | | 7,139 | | | | * | |
| Sarah B. Noonberg(9) | | 8,239 | | | | * | |
| Keith Woods(9) | | 2,139 | | | | * | |
All current executive officers and directors as a group (9 persons)(13) | | 1,726,553 | | | | 9.92 | % | |
| | | | | | | | | | | | | | |
| | Neoleukin Therapeutics, Inc. | | 2023 Proxy Statement | 53 |
(1)Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024 and, with respect to certain securities, the Company’s records. Consists of (i) 1,267,790 shares of the Company’s common stock and (ii) 19,501 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants held by Samsara BioCapital, L.P. (“Samsara LP”). Pursuant to the terms of the pre-funded warrants, the pre-funded warrants will be exercisable only to the extent that after giving effect to such exercise the holder thereof and their affiliates would beneficially own no more than 9.99% of outstanding common stock of the Company (the “Samsara Maximum Percentage”). Samsara LP may from time to time provide written notice to the Company, to increase the Samsara Maximum Percentage to any other percentage not in excess of 19.99%. Any such change will not be effective until the 61st day after such notice is delivered to the Company. As a result of this restriction, the number of shares of common stock that may be issued upon exercise of the pre-funded warrants by Samsara may change depending upon changes in the outstanding shares of common stock. Without giving effect to the above beneficial ownership limitation, the pre-funded warrants that Samsara holds would be exercisable for an aggregate of 67,070 shares of common stock. Samsara BioCapital GP, LLC (“Samsara GP”) is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Dr. Srinivas Akkaraju is a managing member of Samsara GP and may be deemed to have voting and dispositive power over the securities held by Samsara LP. Dr. Akkaraju disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The address of the above persons is 628 Middlefield Road, Palo Alto, CA 94301.
(2)Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024 and, with respect to certain securities, the Company’s records. Consists of (i) 1,271,342 shares of the Company’s common stock held by EcoR1 Capital Fund Qualified, L.P. (“Qualified Fund”), and (ii) 15,494 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants held by Capital Fund. Pursuant to the terms of the pre-funded warrants, the pre-funded warrants will be exercisable only to the extent that after giving effect to such exercise the holder thereof and their affiliates would beneficially own no more than 9.99% of outstanding common stock of the Company (the “EcoR1 Maximum Percentage”). Qualified Fund or Capital Fund may from time to time provide written notice to the Company to increase the EcoR1 Maximum Percentage to any other percentage not in excess of 19.99%. Any such change will not be effective until the 61st day after such notice is delivered to the Company. As a result of this restriction, the number of shares of common stock that may be issued upon exercise of the pre-funded warrants by Qualified Fund or Capital Fund may change depending upon changes in the outstanding shares of common stock. Without giving effect to the above beneficial ownership limitation, the pre-funded warrants that Qualified Fund holds would be exercisable for an aggregate of 570,663 shares of common stock and the pre-funded warrants that Capital Fund holds would be exercisable for an aggregate of 18,985 shares of common stock. EcoR1 Capital, LLC (“EcoR1”) is the general partner of Qualified Fund and Capital Fund, and the investment adviser to Opportunity Fund. Biotech Opportunity GP, LLC is the general partner of Opportunity Fund. Oleg Nodelman is the control person of EcoR1 and Biotech Opportunity GP, LLC and may be deemed to share dispositive voting power over the shares held by Qualified Fund, Capital Fund and Opportunity Fund. Mr. Nodelman, EcoR1 and Biotech Opportunity GP, LLC each disclaim beneficial ownership of all shares except to the extent of their pecuniary interest. The address of the above persons is 357 Tehama Street #3, San Francisco, CA 94103.
(3)Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2024. Consists of (i) 946,897 shares of the Company’s common stock held by certain private investment vehicles (the “Redmile Vehicles”) managed by Redmile Group, LLC (“Redmile”), including 652,030 shares held by Redmile Biopharma Investments I, L.P. (“Redmile Biopharma I”), and (ii) 103,407 shares of the Company’s common stock issuable upon the exercise of pre-funded warrants held by Redmile Vehicles. Redmile is the investment manager/adviser to the Redmile Funds, and, in such capacity, exercises voting and investment power over all of the shares held by the Redmile Funds and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the managing member of Redmile and also may be deemed to be the beneficial owner of these shares. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. The address of the Redmile Funds is c/o Redmile Group, LLC, One Letterman Drive, Building D, Suite D3-300, San Francisco, CA 94129.
(4)Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024. Consists of (i) 564,722 shares held by Biomedical Value Fund, L.P. (“BVF”), (ii) 361,900 shares held by Biomedical Offshore Value Fund, Ltd. (“BOVF”) and (iii) 67,607 shares of Cheyne Global Equity Fund (an Open-Ended Fund of Cheyne Select Master Fund) (“CGEF”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, BOVF and CGEF and by virtue of such status may be deemed to be the beneficial owner of the shares held by each of BVF, BOVF and CGEF. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as Senior Managing Members of Great Point, and Mr. Ortav Yehudai (“Mr. Yehudai”), as Managing Director of Great Point, has voting and investment power with respect to the shares held by each of BVF, BVOF and CGEF, and therefore may be deemed to be the beneficial owner of the shares held by BVF, BOVF and CGEF, except to the extent of their respective pecuniary interests. The address of Great Point Partners, LLC is 165 Mason Street, 3rd Floor, Greenwich, CT 06830.
(5)Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024. Janus Henderson Group plc holds a 100% ownership stake in Janus Henderson Investors U.S. (“JHIUS”), Janus Henderson Investors UK Limited and Janus Henderson Investors Australia Institutional Funds Management Limited (collectively, the “Janus Asset Managers”). JHIUS acts as investment advisor or sub-advisor to managed portfolios of the Asset Managers that hold, in the aggregate, 841,688 shares of the Company’s common stock and accordingly may be deemed to have voting power and dispositive power with respect to shares held in such managed portfolios, However, JHIUS does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership
associated with such rights. The address for each of the foregoing entities is c/o Janus Henderson Investors US LLC, 151 Detroit Street, Denver, CO 80206.
(6)Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024. Consists of (i) 155,805 shares of the Company’s common stock held by Cormorant Global Healthcare Master Fund, LP (“Cormorant Master Fund”), (ii) 247,194 shares of the Company’s common stock held by Cormorant Private Healthcare Fund II, LP (“Cormorant Fund II”), and (iii) 335,715 shares of the Company’s common stock held by Cormorant Private Healthcare Fund III, LP (“Cormorant Fund III” and together with Cormorant Master Fund and Cormorant Fund II, the “Cormorant Funds”). Cormorant Global Healthcare GP, LLC (“Global GP”), Cormorant Private Healthcare GP II, LLC (“Private GP II”) and Cormorant Private Healthcare GP III, LLC (“Private GP III”) serve as the general partners of Cormorant Master Fund, Cormorant Fund II and Cormorant Fund III, respectively. Cormorant Asset Management, LP (“Asset Management”) serves as the investment manager to each of the Cormorant Funds. Bihua Chen serves as the managing member of Global GP, Private GP II and Private GP III. Cormorant Asset Management GP, LLC (“Asset Management GP”) serves as the general partner of Asset Management, and Ms. Chen serves as the managing member of Asset Management GP. Ms. Chen may be deemed to share the power to direct the disposition and vote of the shares held by the Cormorant Funds. Each of Global GP, Private GP, Asset Management, Asset Management GP and Ms. Chen disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. The address of the Cormorant Funds, Global GP, Private GP, Asset Management and Ms. Chen is 200 Clarendon Street, 52nd Floor, Boston, MA 02116.
(7)Includes options to purchase 29,325 shares of the Company’s common stock that are exercisable within 60 days of the date of this table
(8)Includes options to purchase 76,416 shares of the Company’s common stock that are exercisable within 60 days of the date of this table.
(9)Consists of options to purchase shares of the Company’s common stock that are exercisable within 60 days of the date of this table.
(10)Includes options to purchase 187,377 shares of the Company’s common stock that are exercisable within 60 days of the date of this table.
(11)Consists of (i) 97,879 shares held directly by Dr. Drachman, (ii) 10,000 shares held by the JGD Family Trust 2020, (iii) 10,000 shares held by the PLD Family Trust 2020, and (iii) options to purchase 109,966 shares of the Company’s common stock that are exercisable within 60 days of the date of this table.
(12) Dr. Freedland, an employee of Samsara BioCapital, L.P. (“Samsara LP”), serves on our Board as a representative of Samsara LP and Samsara LP may be deemed to beneficially own the securities received by Dr. Freedland as compensation for serving as a director. Pursuant to the policies of Samsara LP, Dr. Freedland does not have any right to the pecuniary interest in securities received as compensation for serving as a director and Samsara LP is entitled to an indirect pecuniary interest in such securities.
(13)Includes options to purchase 349,425 shares of the Company’s common stock that are exercisable within 60 days of the date of this table.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table contains information about our equity compensation plans as of December 31, 2023. As of such date, we had outstanding awards under four equity compensation plans: the Neoleukin 2014 Equity Incentive Plan (“2014 Plan”), the Neurogene 2018 Equity Incentive Plan ("2018 Plan"), our 2023 Equity Incentive Plan (“2023 Plan”) and our 2023 Employee Stock Purchase Plan (“2023 ESPP”).
| | | | | | | | | | | | | | | | | |
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
| | (a) | (b) | (c) |
Equity compensation
plans approved by security holders(2) | 749,927 | 29.01 | 2,410,945 |
Equity compensation
plans not approved by security holders | 73,906 | 56.00 | 0 |
| Total | 823,833 | 31.43 | 2,410,945 |
(1) The weighted-average exercise price does not take into account shares issuable upon vesting of outstanding restricted stock unit awards, if any, which have no exercise price.
(2) Includes the 2014 Plan, 2018 Plan, 2023 Plan and 2023 ESPP. Excludes 512,946shares that were added to our 2023 Plan on January 1, 2024 pursuant to the evergreen provisions thereunder that provide for automatic annual increases on January 1 of each year until January 1, 2033 equal to 4% of our outstanding shares as of the preceding December 31 (or such lesser amounts as approved by the Board). While there are outstanding awards under the 2014 Plan and 2018 Plan, no further shares are available for new awards under those plans. We have not yet initiated a purchase period under our ESPP.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Transactions With Related Persons
Other than compensation arrangements for our directors and NEOs, which are described elsewhere in this proxy statement, below we describeThe following is a summary of each transaction or series of similar transactions since January 1, 2022, or any currently proposed transaction, to which we were a party or will beare a party in which:
•the amountsamount involved exceeded or will exceed the lesser of (a) $120,000 or (b) 1% of the average of our total assets at year end for our last two completed fiscal years;exceeds $120,000; and
•any ofrelated person (including our directors, executive officers, or holdersbeneficial owners of more than 5% of our voting capital stock orand any membermembers of thetheir immediate family of, or person sharing the household with, the foregoing persons,family) had or will have a direct or indirect material interest.interest, other than compensation (including the consulting agreement relating to Dr. Cobb’s provision of services to the Company as Chief Scientific Officer) and other arrangements that are described under the section titled “Executive Compensation” or that were approved by our Compensation Committee.
Beneficial ownership of securities is determined in accordance with the rules of the SEC.
Related Party Transactions
Indemnification Agreements and Insurance
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we willBylaws require us to indemnify each of our directors and officers and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. We have also entered into agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of the Company or that person’s status as a director or officer, as applicable, to the maximum extent allowed under Delaware law. In addition, weWe have entered into an indemnification agreement with eachalso purchased directors’ and officers’ liability insurance.
Related Party Transaction Policy
Our Board has a written policy regarding the review and approval or ratification by our Audit Committee of related person transactions. For purposes of our directors and our executive officers.
Policy on Future Related Party Transactions
We have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter intoonly, a related person transaction withis a transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships between us without the prior consentor any of our Audit Committee. Any request for ussubsidiaries and any related person in which the aggregate amount involved since the beginning of our last completed fiscal year exceeds or is expected to enter intoexceed $120,000 and such related person has or will have a transaction with andirect or indirect interest. A related person is defined to include any executive officer,officers, directors or director nominee for election as a director,nominees or beneficial owner of more than 5% of any class of our common stock orand any member of the immediate family member of any of the foregoing persons, in which (a) the amount involved exceeds the lesser of (i) $120,000 and (ii) 1% of the average total assets of the Company as of the end of each of the two prior completed fiscal years and (b) such person would have a directpersons. In determining to approve or indirect interest, must first be presented to our Audit Committee for review, consideration and approval. In approving or rejectingratify any such proposal,transaction, our Audit Committee is expected to considertake into account, among other factors it deems appropriate, whether the material factstransaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the transaction, including, but notrelated person’s interest in the transaction. Transactions involving compensation for services provided to us as an employee or director, among other limited to,exceptions, are deemed under the anticipated aggregate dollar valueterms of the transaction or,policy to have standing pre-approval by the Audit Committee but may be specifically reviewed if appropriate in light of the case of indebtedness, the largest amount of principal outstanding at any time during the current fiscal year plus all amounts of interest payable on it during the fiscal year, the rationale for the proposed transactionfacts and any other relevant informationcircumstances. Any director who is a related person with respect to a transaction under review is not permitted to participate in the proposeddeliberations (other than to provide information concerning the transaction to the Audit Committee) or vote on approval of the transaction.
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HouseholdingDelivery of Proxy MaterialsDocuments to Stockholders Sharing an Address
TheA number of brokerage firms have adopted a procedure approved by the SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or morecalled “householding.” Under this procedure, certain stockholders sharingwho have the same address by deliveringand do not participate in electronic delivery of proxy materials will receive only one copy of the proxy materials, including this Proxy Statement, the Notice and our Annual Report on Form 10-K for the year ended December 31, 2023, until such time as one or more of these stockholders notifies us that they wish to receive individual copies. This procedure helps to reduce duplicate mailings and save printing costs and postage fees, as well as natural resources. If you received a single Notice“householding” mailing this year and would like to have additional copies of Internet Availabilitythe proxy materials mailed to you, please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy MaterialsStatement, or other Annual Meetingcall (877) 237-5020, and we will promptly deliver the proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are Neoleukin stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice fromyou. Please contact your broker that they will be “householding” communications to your address, “householding” will continue untilif you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding”received multiple copies of the proxy materials and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your brokersingle copy in the future, or Neoleukin. Direct your written request to Neoleukin Therapeutics, Inc., c/o Corporate Secretary at 188 East Blaine Street, Suite 450, Seattle, Washington 98102 or contact our Corporate Secretary at (866) 245-0312. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses andif you would like to requestopt out of “householding” for future mailings.
Availability of their communications should contact their brokers.
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Where You Can Find
MoreAdditional Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public through the Internet at the SEC’s web site at www.sec.gov.
We will mail withoutprovide, free of charge, upon written request, a copy of our Annual Report on Form 10-K for the year ended December 31, 2022,2023, including exhibits, upon the financial statements and listwritten or oral request of exhibits, and any exhibit specifically requested. Requests should be sent to:
Neoleukin Therapeutics, Inc.
188 East Blaine Street, Suite 450
Seattle, WA 98102
Attention:stockholder of the Company. Please send a written request to our Corporate Secretary
(866) 245-0312 at the address set forth on the first page of this Proxy Statement, or call the number above.
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Other Matters
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
Donna M. Cochener, Corporate Secretary
Dated: April 27, 2023
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Appendix A
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEOLEUKIN THERAPEUTICS, INC.
Neoleukin Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
First: The name of the Corporation is Neoleukin Therapeutics, Inc. The Corporation filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation on March 12, 2014 under the name Aquinox Pharmaceuticals, Inc. (as amended, the “Restated Charter”).
Second: Article IV of the Restated Charter is hereby amended by adding a new Section D as follows:
“D.Contingent and effective immediately upon the filing of this Certificate of Amendment to the Restated Certificate (this “Certificate of Amendment”) with the Delaware Secretary of State (the “Effective Time”) and without further action on the part of the Corporation or the Corporation’s stockholders, every [•] ([•]) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, subject to the treatment of fractional share interests as described below. No fractional shares shall be issued at the Effective Time. In lieu thereof, such stockholders who would otherwise be entitled to receive a fractional share shall be entitled to receive a cash payment at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported on the Nasdaq Stock Market LLC, on the last trading day prior to the Effective Time (or if such price is not available, the average of the last bid and asked prices of the Common Stock on such day or other price determined by the Board of Directors).”
Third: That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law and was approved by the holders of the requisite number of shares of capital stock of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this [__] day of [ ], 2023.
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Appendix B
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEOLEUKIN THERAPEUTICS, INC.
Neoleukin Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
First: The name of the Corporation is Neoleukin Therapeutics, Inc. The Corporation filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation on March 12, 2014 under the name Aquinox Pharmaceuticals, Inc. (as amended, the “Restated Charter”).
Second: Article VI of the Restated Charter is hereby amended and restated to read in its entirety as follows:
“VI.
A. To the fullest extent permitted by law, neither a director of Corporation nor an officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
B.Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of this Restated Certificate inconsistent with this Article VI, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.
C. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: (1) any derivative action or proceeding brought on behalf of the Corporation; (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (3) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, the certificate of incorporation or the Bylaws of the Corporation; or (4) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section C of Article VI.”
Third: That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law and was approved by the holders of the requisite number of shares of capital stock of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this [__] day of [ ], 2023.
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners)Signature [PLEASE SIGN WITHIN BOX] DateDate SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 00 61 01 06 _1 R 1. 0. 0. 6 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01) M. Cantey Boyd 02) Rohan Palekar 03) Todd S. Simpson NEOLEUKIN THERAPEUTICS, INC. C/O: PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/NLTX2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. To approve, at the discretion of the Company's Board of Directors, an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-5, with the exact ratio to be set within the range at the discretion of the Board prior to the one-year anniversary of the Annual Meeting, and a corresponding reduction in the number of authorized shares of common stock. 3. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to permit the exculpation of officers from personal liability for certain breaches of the duty of care. 4. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. For Against Abstain 5. To approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers for 2022. NOTE: In their discretion, the proxies are authorized to vote upon such business as may properly come before the meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
00 00 61 01 06 _2 R 1. 0. 0. 6 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com NEOLEUKIN THERAPEUTICS, INC. Proxy for Annual Meeting of Stockholders on June 8, 2023 Solicited on Behalf of the Board of Directors The undersigned stockholder(s) hereby revoke(s) all previous proxies, acknowledge(s) receipt of the Notice of the 2023 Annual Meeting of Stockholders of Neoleukin Therapeutics, Inc., the accompanying proxy statement and the 2022 Annual Report, and hereby appoint(s) Donna Cochener and Sean Smith, or either of them, as proxies of the undersigned, each with the power to appoint his or her substitute, and hereby authorize(s) them, or either of them, to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Neoleukin Therapeutics, Inc. that the undersigned stockholder(s) is/are entitled to vote at the 2023 Annual Meeting of Stockholders of Neoleukin Therapeutics, Inc. to be held at 1:30 p.m. local time on June 8, 2023, and any adjournment or postponement thereof. The shares represented by this proxy, when properly executed, will be voted in the manner directed by the stockholder(s), with discretionary authority as to any and all other matters that may properly come before the meeting. If no such direction is made, the proxyholders will have the authority to vote FOR all of the nominees listed in Proposal No. 1, and FOR Proposal Nos. 2, 3, 4 and 5. Continued and to be signed on reverse side
