| Time | | | 10:00 a.m., Eastern Time | |
| Date | | | June | |
| Place | | | Online at www.virtualshareholdermeeting.com/ | |
| Purpose | | | (1) To elect (2) To ratify the selection of PwC Wirtschaftsprüfung GmbH as the Company’s independent registered public accounting firm for the fiscal year ending December 31, | |
| Record Date | | | The Board of Directors has fixed the close of business on April | |
| Meeting Admission | | | All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. In order to be able to attend the meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. | |
| Voting by Proxy | | | If you are a stockholder of record, please vote via the Internet or, for shares held in street name, please submit the voting instruction form you receive from your broker or nominee, as soon as possible so your shares can be voted at the meeting. You may submit your voting instruction form by mail. If you are a stockholder of record, you may also vote by telephone or by submitting a |
proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the Internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee. | |
CLASS III DIRECTORS — TERM EXPIRING AT THE 2022 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Julie O’Neill has served as a member of our Board of Directors since November 2018. Ms. O’Neill previously served as the Executive Vice President, Global Operations of Alexion Pharmaceuticals, Inc., a position she held from January 2015 to September 2018. From February 2014 to January 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, Inc., or Gilead, from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals. She was previously Chairperson for the National Standards Authority of Ireland and is a member of the board and chairs the audit committee of the National Institute for Bioprocessing Research & Training. Ms. O’Neill serves as member of the board of directors of DBV Technologies S.A. (Nasdaq: DBVT) and ICON plc. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (Smurfit School of Business) and is a Chartered Director. Our Board of Directors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters qualify her to serve on our Board of Directors. | | | 56 | | | 2018 | |
Reinhard Kandera has served as our Chief Financial Officer since April 2017 and as a member of our Board of Directors since June 2018. Mr. Kandera served as the Chief Financial Officer and Member of the Management Board of Valneva SE, or Valneva, from May 2013 to April 2017. Prior to Valneva, he served as Chief Financial Officer of Intercell AG, or Intercell, from March 2009 to May 2013 and as Member of Intercell’s Management Board from November 2009 to May 2013, which merged with Vivalis SA to become Valneva in May 2013. Mr. Kandera received doctorate degrees in Business Administration and in Law from the Vienna University. Our Board of Directors believes that Mr. Kandera’s experience gained from serving as our Chief Financial Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | | | 52 | | | 2018 | |
CLASS I DIRECTOR NOMINEES — FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Joern Aldag has served as our Chief Executive Officer since June 2016 and as a member of our Board of Directors since June 2018. Mr. Aldag served as the Chief Executive Officer at uniQure N.V. (Nasdaq: QURE, formerly, Amsterdam Molecular Therapeutics N.V.), or uniQure, from October 2009 to December 2015 and as an advisor to the board from January 2016 to May 2016. Prior to his tenure at uniQure, Mr. Aldag was President and Chief Executive Officer of Evotec AG from November 1997 to December 2008. Mr. Aldag serves as a non-executive director on the board of Idorsia Pharmaceuticals Ltd. and Chairman at GeneSpire Srl. Mr. Aldag also served as a non-executive director on the board of Unum Therapeutics, Boston, USA from 2016 to 2020, and as the Chairman of Molecular Partners AG, Zurich, Switzerland (SWIX: MOLN) from 2007 to 2018. He co-founded G7 Therapeutics AG in 2014, which was acquired by Heptares Therapeutics Ltd. in 2016. Mr. Aldag received | | | 63 | | | 2017 | |
Name | | | Age | | | Position(s) | |
Joern Aldag | | | 64 | | | Chief Executive Officer, Director | |
Reinhard Kandera | | | 53 | | | Chief Financial Officer, Director | |
Jan van de Winkel, Ph.D. | | | 62 | | | Chairman and Director | |
David R. Kaufman, M.D., Ph.D. | | | 50 | | | Director | |
Timothy Reilly, Ph.D. | | | 49 | | | Director | |
Malte Peters | | | 60 | | | Director | |
Julie O’Neill | | | 57 | | | Director | |
Terry Coelho | | | 61 | | | Director | |
CLASS I DIRECTOR NOMINEES — FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Joern Aldag has served as our Chief Executive Officer since June 2016 and as a member of our Board of Directors since December 2017. Mr. Aldag served as the Chief Executive Officer at uniQure N.V. (Nasdaq: QURE, formerly, Amsterdam Molecular Therapeutics N.V.) (“uniQure”), from October 2009 to December 2015 and as an advisor to the board from January 2016 to May 2016. Prior to his tenure at uniQure, Mr. Aldag was President and Chief Executive Officer of Evotec AG from November 1997 to December 2008. Mr. Aldag serves as a non-executive director on the board of Idorsia Pharmaceuticals Ltd. and Chairman at GeneSpire Srl. Mr. Aldag also served as a non-executive director on the board of Unum Therapeutics, Boston, USA from 2016 to 2020, and as the Chairman of Molecular Partners AG, Zurich, Switzerland (SWIX: MOLN) from 2007 to 2018. He co-founded G7 Therapeutics AG in 2014, which was acquired by Heptares Therapeutics Ltd. in 2016. Mr. Aldag received business degrees from the Harvard Business School (Advanced Management Program) in 1994 and from the European Business School (Diplom Betriebswirt) in 1982. Our Board of Directors believes that Mr. Aldag’s experience gained from serving as our Chief Executive Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | | | 64 | | | 2017 | |
Jan van de Winkel, Ph.D., has served as Chairman of our Board of Directors since October 2017. Dr. van de Winkel is a co-founder of Genmab A/S and has served as the company’s President and Chief Executive Officer since June 2010. He has also served as a Professor of Immunology at Utrecht University since 1996. From December 2020 to January 2023, he served on the board of directors of Omega Alpha SPAC, and prior to June 2010, he served as Genmab’s President Research & Development and Chief Scientific Officer. Dr. van de Winkel serves on the board of directors of LEO Pharma. Our Board of Directors believes that Dr. van de Winkel’s experience in biopharmaceutical research and development and his experience in managerial and director roles in life sciences companies qualify him to serve on our Board of Directors. | | | 62 | | | 2017 | |
David R. Kaufman, M.D., Ph.D., has served as a member of our Board of Directors since April 2019. Dr. Kaufman has served as a Partner at Third Rock Ventures since January 2022. Previously, he served as the Chief Medical Officer of The Bill & Melinda Gates Medical Research Institute from January 2018 to September 2020. Dr. Kaufman previously held several positions at Merck Research Laboratories from June 2011 to December 2017, including Head of Translational Oncology from 2017 to 2018, | | | 50 | | | 2019 | |
CLASS I DIRECTOR NOMINEES — FOR A THREE-YEAR TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
business degrees from the Harvard Business School (Advanced Management Program) in 1994 and from the European Business School (Diplom Betriebswirt) in 1982. Our Board of Directors believes that Mr. Aldag’s experience gained from serving as our Chief Executive Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | | | | | | | |
Jan van de Winkel, Ph.D., has served as Chairman of our Board of Directors since October 2017. Dr. van de Winkel is a co-founder of Genmab A/S and has served as the company’s President and Chief Executive Officer since June 2010. He has also served as a Professor of Immunology at Utrecht University since 1996. Prior to June 2010, he served as Genmab’s President Research & Development and Chief Scientific Officer. Dr. van de Winkel serves on the board of directors of LEO Pharma and Omega Alpha SPAC. Our Board of Directors believes that Dr. van de Winkel’s experience in biopharmaceutical research and development and his experience in managerial and director roles in life sciences companies qualify him to serve on our Board of Directors. | | | 61 | | | 2017 | |
David R. Kaufman, M.D., Ph.D., has served as a member of our Board of Directors since April 2019. Dr. Kaufman is currently the Chief Medical Officer of The Bill & Melinda Gates Medical Research Institute, where he has served since January 2018. Dr. Kaufman previously held several positions at Merck Research Laboratories from June 2011 to December 2017, including Head of Translational Oncology from 2017 to 2018, Executive Director, Clinical Oncology from 2015 to 2017 and Associate Director, Merck Drug Development and Leadership Program from 2011 to 2014. Dr. Kaufman serves a member of the board of directors of the Society for Immunotherapy of Cancer. Dr. Kaufman received a Ph.D. in molecular virology/immunology from The Rockefeller University and an M.D. from Weill Medical College of Cornell University. Our Board of Directors believes that Dr. Kaufman’s extensive background in pharmaceutical research and development and his experience in managerial and executive roles qualify him to serve on our Board of Directors. | | | 49 | | | 2019 | |
CLASS II DIRECTOR — TERM EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Michael A. Kelly has served as a member of our Board of Directors since February 2019. Mr. Kelly is currently the President of Sentry Hill Partners, LLC, a consulting firm in the global life sciences industry that he founded in 2018. He previously served in various leadership positions at Amgen, Inc., or Amgen, from 2003 to 2017, including Senior Vice President, Global Business Services from 2014 to 2017, Acting Chief Financial Officer in 2010 and 2014 and Vice President, Corporate Planning & Control and Chief Accounting Officer from 2005 to 2010. Prior to joining Amgen, Mr. Kelly previously served as Chief Financial Officer of Tanox, Inc. from 2000 to 2003 and as Vice President, Finance and Corporate Controller of Biogen, Inc. from 1998 to 2000 and Vice President, Finance and Chief Financial Officer of NutraSweet Kelco Company, a division of Monsanto Life Sciences Company from 1996 to 1998. Mr. Kelly received a B.A. from Florida A&M University. Our Board of Directors believes that Mr. Kelly’s experience in the life sciences industry and his financial background qualify him to serve on our Board of Directors. | | | 65 | | | 2019 | |
Timothy Reilly, Ph.D., has served as a member of our Board of Directors since April 2022. Dr. Reilly is currently Chief Development Officer at HotSpot Therapeutics, a biotechnology company pioneering the discovery and development of novel small molecule allosteric therapies targeting regulatory sites on proteins referred to as “natural hotspots” for the treatment of cancer and autoimmune disease. Prior to 2021, | | | 48 | | | 2022 | |
CLASS ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
| | | | | | |
NON-CONTINUING DIRECTOR | | | AGE | | | DIRECTOR SINCE | |
Christoph Lengauer, Ph.D., has served as a member of our Board of Directors since June 2018. Dr. Lengauer is currently a partner at Third Rock Ventures. He was the Chief Scientific Officer and Chief Drug Hunter at Blueprint Medicines from January 2012 to November 2016, the Vice President and Global Head of Oncology Drug Discovery and Preclinical Development at Sanofi S.A., a multinational pharmaceutical company, from May 2008 to January 2012 and Executive Director and Senior Unit Head of Oncology Discovery at the Novartis Institutes for Biomedical Research from 2005 to 2008. Prior to his experience at Novartis, Dr. Lengauer was a member of the faculty at the Sidney Kimmel Comprehensive Cancer Center at the Johns Hopkins University School of Medicine from 1997 to 2005. Dr. Lengauer received an M.Sc. from the University of Salzburg, Austria, a Ph.D. in biology from the University of Heidelberg, Germany and an M.B.A. in medical services management from The Johns Hopkins University. Dr. Lengauer notified our Board of Directors of his intention to not stand for reelection in April 2022. Dr. Lengauer’s decision to not stand for reelection is not the result of any disagreement with the Company relating to any of our operations, policies or practices. | | | 57 | | | 2018 | |
CLASS II DIRECTOR — TERM EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Timothy Reilly, Ph.D., has served as a member of our Board of Directors since April 2022. Dr. Reilly is currently Chief Development Officer at HotSpot Therapeutics, a biotechnology company pioneering the discovery and development of novel small molecule allosteric therapies targeting regulatory sites on proteins referred to as “natural hotspots” for the treatment of cancer and autoimmune disease. Prior to 2021, he spent over 18 years at Bristol Myers Squibb (BMS), most recently as a Senior Vice President within Research & Early Development where he had accountability for the early development portfolio across therapeutic areas in oncology, immunology, fibrosis, cardiovascular and neuroscience, overseeing all nonclinical & clinical efforts from development candidate identification through Phase 1/2 clinical development. Dr. Reilly is also an active contributor to several biotech companies as an Entrepreneur in Residence through Atlas Ventures, serves as the industry representative to the Network Steering Committee of the Experimental Cancer Medicines Centres (ECMC) established by Cancer Research UK, sits on the Translation Research Council for CureSMA, and is co-founder and Chief Scientific Officer of a non-profit organization, Spinal Muscular Atrophy Research Team (SMART). He obtained his undergraduate degree from the University of Notre Dame, his doctoral training in Pharmaceutical Sciences (Pharmacology & Toxicology) from Wayne State University, was a research fellow at the National Institutes of Health and was previously a long-standing board-certified Diplomat of the American Board of Toxicology. Our Board of Directors believes that Dr. Reilly’s extensive experience in the life sciences industry qualify him to serve on our Board of Directors. | | | 49 | | | 2022 | |
Malte Peters has served as a member of our Board of Directors since January 2023. Dr. Peters is a member of the Board of Directors of Tango Therapeutics, Inc. (NASDAQ: TNGX). Dr. Peters served as Chief Research and Development Officer of MorphoSys AG, a biopharmaceutical company, since March 2020, a position he retired from at the end of 2022. Prior to that, Dr. Peters served as MorphoSys’s Chief Development Officer and member of its management board since March 2017. Prior to his time at MorphoSys, Dr. Peters served as the Global Head of Clinical Development of the Biopharmaceuticals Business Unit at Sandoz International. From 2004 to 2015, he served as Clinical Head and Site Head for Basel and East Hanover in the Department of Oncology Translational Medicine at Novartis. Dr. Peters has also held teaching appointments in Internal Medicine and Biochemistry at the University of Mainz, Germany, served as Research Scientist at the Amgen Research Institute in Toronto, Canada, as Director of Cancer Research at Merck KGaA and as Medical Director at Micromet AG. Dr. Peters received his Doctor of Medicine from the Freie Universität Berlin, Germany, and was trained at the Universities of Padova, Italy, and Bochum and Berlin, Germany. After scientific work at different universities he habilitated in Internal Medicine at the University of Mainz, Germany. The Board believes Dr. Peters’ extensive knowledge of the biotechnology industry makes him qualified to serve on the Company’s Board. | | | 60 | | | 2023 | |
CLASS III DIRECTORS — TERM EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS | | | AGE | | | DIRECTOR SINCE | |
Julie O’Neill has served as a member of our Board of Directors since November 2018. Ms. O’Neill previously served as the Executive Vice President, Global Operations of Alexion Pharmaceuticals, Inc., a position she held from January 2015 to September 2018. From February 2014 to January 2015, Ms. O’Neill was Senior Vice President of Global Manufacturing Operations and General Manager of Alexion Pharma International Trading. Prior to joining Alexion, Ms. O’Neill served in various leadership positions at Gilead Sciences, Inc. (“Gilead”), from 1997 to 2014 including Vice President of Operations and General Manager of Ireland from 2011 to 2014. Prior to Gilead, Ms. O’Neill held leadership positions at Burnil Pharmacies and Helsinn Birex Pharmaceuticals. She was previously Chairperson for the National Standards Authority of Ireland and is a member of the board and chairs the audit committee of the National Institute for Bioprocessing Research & Training. Ms. O’Neill serves as member of the board of directors of DBV Technologies S.A. (Nasdaq: DBVT), Achilles Therapeutics plc, and ICON plc. Ms. O’Neill received a Bachelor of Science in Pharmacy from University of Dublin, Trinity College and a Masters of Business Administration from University College Dublin (Smurfit School of Business) and is a Chartered Director. Our Board of Directors believes that Ms. O’Neill’s experience in the life sciences industry and her knowledge of corporate development matters qualify her to serve on our Board of Directors. | | | 57 | | | 2018 | |
Reinhard Kandera has served as our Chief Financial Officer since April 2017 and as a member of our Board of Directors since June 2018. Mr. Kandera has been a member of the Advisory Board of Proxygen GmbH since October 2022, and has served as the Chief Financial Officer and Member of the Management Board of Valneva SE (“Valneva”), from May 2013 to April 2017. Prior to Valneva, he served as Chief Financial Officer of Intercell AG (“Intercell”), from March 2009 to May 2013 and as Member of Intercell’s Management Board from November 2009 to May 2013, which merged with Vivalis SA to become Valneva in May 2013. Mr. Kandera received doctorate degrees in Business Administration and in Law from the Vienna University. Our Board of Directors believes that Mr. Kandera’s experience gained from serving as our Chief Financial Officer, combined with his previous qualifications and the skills and experience he has developed during his extensive career in the life sciences industry, qualify him to serve as a member of our Board of Directors. | | | 53 | | | 2018 | |
Terry Coelho has served as a member of our Board of Directors since April 2023. Ms. Coelho is a member of the Board of Directors of First Wave BioPharma (NASDAQ: FWBI) and serves on its compensation committee. Ms. Coelho most recently served as Executive Vice President, Chief Financial Officer and Chief Business Development Officer for CinCor Pharma, Inc from November 2021 through November 2022. Prior to that, Ms. Coelho served as Executive Vice President and Chief Financial Officer and Treasurer of BioDelivery Sciences International, Inc. from January 2019 to November 2021. Prior to that Ms. Coelho served as Chief Financial Officer of Balchem Corporation (NASDAQ: BCPC) from October 2017 to October 2018. Prior to her time at Balchem, Ms. Coelho served as interim Chief Operating Officer and Chief Financial Officer at Diversey, Inc. from September 2017 to October 2017. From October 2014 to October 2017, Ms. Coelho served at Sealed Air Corporation, most recently as Vice President Finance & Global Commercial Excellence, Diversey Care. Ms. Coelho’s experience also includes over seven years at Novartis Pharmaceuticals from March 2007 until October 2014, most recently as Global Head of Oncology Development Finance. Prior to that, Ms. Coelho spent over 20 years at Mars, Incorporated. Ms. Coelho received her B.A. from The American University in Washington, D.C. and earned her M.B.A. from the Instituto Brasileiro de Mercado de Capitais in Rio de Janeiro, Brazil. Our Board of Directors believes that Ms. Coelho’s business, strategic and leadership experience as well as her knowledge of the biotechnology industry makes her qualified to serve as a member of our Board of Directors. | | | 61 | | | 2023 | |
Name | | | Age | | | Position(s) | |
Joern Aldag(1) | | | | | Chief Executive Officer, Director | | |
Reinhard Kandera(1) | | | | | Chief Financial Officer, Director | | |
Klaus Orlinger, Ph.D. | | | | | Chief Scientific Officer | | |
Roman Necina, Ph.D. | | | | | Chief | | |
Christine Baker | | | | | Chief | | |
Katia Schlienger, M.D., Ph.D. | | | 61 | | | Chief Medical Officer | |
Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
Joern Aldag(3) ........................... Chief Executive Officer | | | | | 2021 | | | | | | 572,334 | | | | | | — | | | | | | 1,789,874 | | | | | | 243,242 | | | | | | — | | | | | | 2,605,450 | | |
| | | 2020 | | | | | | 495,102 | | | | | | 49,082 | | | | | | 1,081,912 | | | | | | 297,940 | | | | | | — | | | | | | 1,924,036 | | | ||
Reinhard Kandera(3) ................. Chief Financial Officer | | | | | 2021 | | | | | | 420,541 | | | | | | — | | | | | | 597,487 | | | | | | 142,982 | | | | | | 14,302(4) | | | | | | 1,175,312 | | |
| | | 2020 | | | | | | 373,806 | | | | | | 24,208 | | | | | | 418,700 | | | | | | 175,137 | | | | | | 13,132 | | | | | | 1,004,983 | | | ||
Igor Matushansky..................... Chief Medical Officer | | | | | 2021 | | | | | | 436,528 | | | | | | — | | | | | | 821,221 | | | | | | 149,326 | | | | | | 11,600(5) | | | | | | 1,418,675 | | |
| | | 2020 | | | | | | 399,750 | | | | | | 32,531 | | | | | | 352,703 | | | | | | 189,322 | | | | | | 13,862 | | | | | | 988,168 | | |
Name and Principal Position | | | Year | | | Salary ($)(1) | | | Option Awards ($)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||
Joern Aldag(4) | | | | | 2022 | | | | | | 389,601 | | | | | | 701,070 | | | | | | 159,737 | | | | | | — | | | | | | 1,250,408 | | |
Chief Executive Officer | | | | | 2021 | | | | | | 572,334 | | | | | | 1,789,874 | | | | | | 243,242 | | | | | | — | | | | | | 2,605,450 | | |
Reinhard Kandera(4) | | | | | 2022 | | | | | | 343,531 | | | | | | 246,856 | | | | | | 112,678 | | | | | | 12,096(5) | | | | | | 715,161 | | |
Chief Financial Officer | | | | | 2021 | | | | | | 420,541 | | | | | | 597,487 | | | | | | 142,982 | | | | | | 14,302 | | | | | | 1,175,312 | | |
Christine Baker | | | | | 2022 | | | | | | 394,263 | | | | | | 263,104 | | | | | | 204,057 | | | | | | 12,200(6) | | | | | | 873,624 | | |
Chief Operating Officer | | | | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | | | Target Bonus (% of base salary) | | |||
Joern Aldag | | | | | 50 | | |
Reinhard Kandera | | | | | 40 | | |
| | | | 40 | | |
| | Option Awards | | | | | | | | Option Awards(1) | | |||||||||||||||||||||||||||||||||||||||||||||||||||
Name | | Vesting Commencement Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | | | Vesting Commencement Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | | ||||||||||||||||||||||||||||||||||||||||
Joern Aldag | | | | 6/1/2016 | | | | | 395,852 | | | | | — | | | | | 0.10 | | | | | 12/31/2026 | | | | | | | — | | | | | 395,852 | | | | | — | | | | | 0.10 | | | | | 12/31/2026 | | | |||||||||
| | | | 4/17/2019 | | | | | 377,910 | | | | | 226,746 | | | | | 14.00 | | | | | 4/17/2029 | | | ||||||||||||||||||||||||||||||||||||
| | | | 4/20/2020 | | | | | 87,500 | | | | | 112,500 | | | | | 8.03 | | | | | 4/20/2030 | | | ||||||||||||||||||||||||||||||||||||
| | | | 4/19/2021 | | | | | — | | | | | 207,600 | | | | | 12.00 | | | | | 4/19/2031 | | | ||||||||||||||||||||||||||||||||||||
Joern Aldag | | | | 4/17/2019 | | | | | 529,074 | | | | | 75,582 | | | | | 14.00 | | | | | 4/17/2029 | | | ||||||||||||||||||||||||||||||||||||
| | | 2/15/2020 | | | | | 137,500 | | | | | 62,500 | | | | | 8.03 | | | | | 4/20/2030 | | | |||||||||||||||||||||||||||||||||||||
| | | 2/15/2021 | | | | | 90,825 | | | | | 116,775 | | | | | 12.00 | | | | | 4/19/2031 | | | |||||||||||||||||||||||||||||||||||||
| | | | — | | | | | 39,853 | | | | | — | | | | | 1.50 | | | | | 1/31/2032 | | | ||||||||||||||||||||||||||||||||||||
| | | 2/15/2022 | | | | | — | | | | | 275,250 | | | | | 1.66 | | | | | 4/19/2032 | | | |||||||||||||||||||||||||||||||||||||
| | | 2/15/2022 | | | | | — | | | | | 275,250 | | | | | 1.66 | | | | | 4/19/2032 | | | |||||||||||||||||||||||||||||||||||||
| | | 6/1/2017 | | | | | 74,224 | | | | | — | | | | | 0.10 | | | | | 12/31/2026 | | | | | | — | | | | | 109,246 | | | | | — | | | | | 0.10 | | | | | 12/31/2026 | | | |||||||||||
| | | | 12/1/2017 | | | | | 35,022 | | | | | — | | | | | 0.10 | | | | | 12/31/2026 | | | ||||||||||||||||||||||||||||||||||||
| | | | 4/17/2019 | | | | | 54,780 | | | | | 32,868 | | | | | 14.00 | | | | | 4/17/2029 | | | ||||||||||||||||||||||||||||||||||||
| | | | 4/20/2020 | | | | | 33,863 | | | | | 43,537 | | | | | 8.03 | | | | | 4/20/2030 | | | ||||||||||||||||||||||||||||||||||||
| | | | 4/19/2021 | | | | | — | | | | | 69,300 | | | | | 12.00 | | | | | 4/19/2031 | | | ||||||||||||||||||||||||||||||||||||
Igor Matushansky | | | | 3/1/2017 | | | | | — | | | | | — | | | | | 0.10 | | | | | 12/31/2026 | | | ||||||||||||||||||||||||||||||||||||
| | | | 1/1/2018 | | | | | — | | | | | 2,842 | | | | | 0.10 | | | | | 12/31/2026 | | | ||||||||||||||||||||||||||||||||||||
| | | | 1/1/2019 | | | | | — | | | | | 4,261 | | | | | 0.10 | | | | | 12/31/2026 | | | ||||||||||||||||||||||||||||||||||||
| | | | 12/ /2018 | | | | | 38,713 | | | | | 5,530 | | | | | 10.33 | | | | | 12/31/2026 | | | ||||||||||||||||||||||||||||||||||||
| | | | 4/17/2019 | | | | | 32,540 | | | | | 19,524 | | | | | 14.00 | | | | | 4/17/2029 | | | ||||||||||||||||||||||||||||||||||||
| | | | 4/20/2020 | | | | | 28,525 | | | | | 36,675 | | | | | 8.03 | | | | | 4/20/2030 | | | ||||||||||||||||||||||||||||||||||||
| | | | 4/19/2021 | | | | | | | | | | 95,250 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
Reinhard Kandera | | | | | 4/17/2019 | | | | | 76,692 | | | | | 10,956 | | | | | 14.00 | | | | | 4/17/2029 | | | |||||||||||||||||||||||||||||||||||
| | | 2/15/2020 | | | | | 53,213 | | | | | 24,187 | | | | | 8.03 | | | | | 4/20/2030 | | | |||||||||||||||||||||||||||||||||||||
| | | 2/15/2021 | | | | | 30,319 | | | | | 38,981 | | | | | 12.00 | | | | | 4/19/2031 | | | |||||||||||||||||||||||||||||||||||||
| | | — | | | | | 23,427 | | | | | — | | | | | 1.50 | | | | | 1/31/2032 | | | |||||||||||||||||||||||||||||||||||||
| | | 2/15/2022 | | | | | — | | | | | 92,950 | | | | | 1.66 | | | | | 4/19/2032 | | | |||||||||||||||||||||||||||||||||||||
| | | 2/15/2022 | | | | | — | | | | | 92,950 | | | | | 1.66 | | | | | 4/19/2032 | | | |||||||||||||||||||||||||||||||||||||
| | | 10/15/2019 | | | | | 135,000 | | | | | 45,000 | | | | | 8.21 | | | | | 12/9/2029 | | | |||||||||||||||||||||||||||||||||||||
Christine Baker | | | | | 2/15/2020 | | | | | 41,594 | | | | | 18,906 | | | | | 8.03 | | | | | 4/20/2030 | | | |||||||||||||||||||||||||||||||||||
| | | 2/15/2021 | | | | | 21,853 | | | | | 28,097 | | | | | 12.00 | | | | | 4/19/2031 | | | |||||||||||||||||||||||||||||||||||||
| | | — | | | | | 22,763 | | | | | — | | | | | 1.50 | | | | | 2/1/2032 | | | |||||||||||||||||||||||||||||||||||||
| | | 2/15/2022 | | | | | — | | | | | 100,000 | | | | | 1.66 | | | | | 4/19/2032 | | | |||||||||||||||||||||||||||||||||||||
| | | 2/15/2022 | | | | | — | | | | | 100,000 | | | | | 1.66 | | | | | 4/19/2032 | | |
Name | | | Fees earned or paid in cash ($) | | | Option awards ($)(1) | | | Total ($) | | |||||||||
Jan van de Winkel(2) | | | | | 87,500 | | | | | | 219,830 | | | | | | 307,330 | | |
Christoph Lengauer(3) | | | | | 44,000 | | | | | | 109,915 | | | | | | 153,915 | | |
Graziano Seghezzi(4) | | | | | 22,500 | | | | | | — | | | | | | 22,500 | | |
Julie O’Neill(5) | | | | | 47,500 | | | | | | 109,915 | | | | | | 157,415 | | |
Michael A. Kelly(6) | | | | | 57,500 | | | | | | 109,915 | | | | | | 167,415 | | |
David R. Kaufman(7) | | | | | 47,500 | | | | | | 109,915 | | | | | | 157,415 | | |
Jean-Charles Soria(8) | | | | | 20,000 | | | | | | 109,915 | | | | | | 129,915 | | |
| | | Annual Retainer | | |||
Board of Directors: | | | | | | | |
All non-employee members | | | | $ | 40,000 | | |
Additional retainer for Non-Executive Chairman of the Board | | | | $ | 30,000 | | |
Audit Committee: | | | | | | | |
Chairman | | | | $ | 22,500 | | |
| | | Annual Retainer | | |||
Non-Chairman members | | | | $ | 15,000 | | |
Compensation Committee: | | | | | | | |
Chairman | | | | $ | 15,000 | | |
Non-Chairman members | | | | $ | 10,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Chairman | | | | $ | 11,500 | | |
Non-Chairman members | | | | $ | 7,500 | | |
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% Stockholders | | | | | | | | | | | | | |
Sofinnova Capital VI FCPR(2) | | | | | 3,142,956 | | | | | | 6.18% | | |
Deep Track Capital LP(3) | | | | | 5,035,998 | | | | | | 9.90% | | |
Gilead Sciences, Inc.(4) | | | | | 3,759,465 | | | | | | 7.39% | | |
EcoR1 Capital Fund Qualified, L.P.(5) | | | | | 5,082,186 | | | | | | 9.99% | | |
FMR LLC(6) | | | | | 5,675,670 | | | | | | 11.16% | | |
Redmile Group, LLC(7) | | | | | 5,082,186 | | | | | | 9.99% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Joern Aldag(8) | | | | | 1,118,524 | | | | | | 2.2% | | |
Reinhard Kandera(9) | | | | | 279,695 | | | | | | * | | |
Igor Matushansky(10) | | | | | 273,877 | | | | | | * | | |
Jan van de Winkel(11) | | | | | 158,320 | | | | | | * | | |
Christoph Lengauer(12) | | | | | 51,076 | | | | | | * | | |
Timothy Reilly | | | | | — | | | | | | — | | |
Julie O’Neill(13) | | | | | 51,442 | | | | | | * | | |
Michael A. Kelly(14) | | | | | 44,154 | | | | | | * | | |
David R. Kaufman(15) | | | | | 42,977 | | | | | | * | | |
All executive officers and directors as a group (12 persons)(16) | | | | | 2,445,014 | | | | | | 4.6% | | |
Fee Category | | | Year ended December 31, 2021 | | | Year ended December 31, 2020 | | ||||||
Audit Fees(1) | | | | | 508,514 | | | | | | 497,387 | | |
Audit-Related Fees(2) | | | | | 0 | | | | | | 821,326 | | |
Tax Fees | | | | | 0 | | | | | | 0 | | |
All Other Fees | | | | | 0 | | | | | | 0 | | |
Total | | | | | 508,514 | | | | | | 1,318,713 | | |
| | | Date: April 13, 2022 | | | One-for-two Split (1:2) | | | One-for-three Split (1:3) | | | One-for-four Split (1:4) | | | One-for-five Split (1:5) | | |||||||||||||||
Number of authorized shares of Common Stock | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Number of outstanding shares of Common Stock | | | | | 50,872,734 | | | | | | 25,436,367 | | | | | | 16,957,578 | | | | | | 12,718,183 | | | | | | 10,174,546 | | |
Number of authorized shares of Class A Common Stock | | | | | 3,900,000 | | | | | | 3,900,000 | | | | | | 3,900,000 | | | | | | 3,900,000 | | | | | | 3,900,000 | | |
Number of outstanding shares of Class A Common Stock | | | | | 3,819,732 | | | | | | 3,819,732 | | | | | | 3,819,732 | | | | | | 3,819,732 | | | | | | 3,819,732 | | |
Number of Common Stock reserved for conversion of shares of Class A Common Stock | | | | | 3,819,732 | | | | | | 1,909,866 | | | | | | 1,273,244 | | | | | | 954,933 | | | | | | 763,946 | | |
Number of authorized shares of Preferred Stock | | | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | |
Number of designated shares of Series A Convertible Preferred Stock | | | | | 2,978 | | | | | | 2,978 | | | | | | 2,978 | | | | | | 2,978 | | | | | | 2,978 | | |
Number of outstanding shares of Series A Convertible Preferred Stock | | | | | 1,752 | | | | | | 1,752 | | | | | | 1,752 | | | | | | 1,752 | | | | | | 1,752 | | |
| | | Date: April 13, 2022 | | | One-for-two Split (1:2) | | | One-for-three Split (1:3) | | | One-for-four Split (1:4) | | | One-for-five Split (1:5) | | |||||||||||||||
Number of shares of common stock reserved for issuance upon conversion of outstanding Series A Convertible Preferred Stock | | | | | 1,752,000 | | | | | | 876,000 | | | | | | 584,000 | | | | | | 438,000 | | | | | | 350,400 | | |
Number of designated shares of Series A-1 Convertible Preferred Stock | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | |
Number of outstanding shares of Series A-1 Convertible Preferred Stock | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | |
Number of shares of common stock reserved for issuance upon conversion of outstanding Series A-1 Convertible Preferred Stock | | | | | 15,800,000 | | | | | | 7,900,000 | | | | | | 5,266,666 | | | | | | 3,950,000 | | | | | | 3,160,000 | | |
Number of shares of common stock reserved for issuance upon exercise of outstanding stock options, stock appreciation rights and convertible notes | | | | | 4,298,946 | | | | | | 2,149,473 | | | | | | 1,432,982 | | | | | | 1,074,736 | | | | | | 859,789 | | |
Number of shares of common stock reserved for issuance in connection with future awards under our equity compensation plans | | | | | 1,327,634 | | | | | | 663,817 | | | | | | 442,544 | | | | | | 331,908 | | | | | | 265,526 | | |
Number of authorized and unreserved shares of preferred stock not outstanding | | | | | 9,981,213 | | | | | | 9,981,213 | | | | | | 9,981,213 | | | | | | 9,981,213 | | | | | | 9,981,213 | | |
Number of authorized and unreserved shares of common stock not outstanding | | | | | 22,128,954 | | | | | | 11,064,477 | | | | | | 7,376,318 | | | | | | 5,532,238 | | | | | | 4,425,790 | | |
| | | Date: April 13, 2022 | | | One-for-six Split (1:6) | | | One-for-seven Split (1:7) | | | One-for-eight Split (1:8) | | | One-for-nine Split (1:9) | | | One-for-ten Split (1:10) | | ||||||||||||||||||
Number of authorized shares of Common Stock | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Number of outstanding shares of Common Stock | | | | | 50,872,734 | | | | | | 8,478,789 | | | | | | 7,267,533 | | | | | | 6,359,091 | | | | | | 5,652,526 | | | | | | 5,087,273 | | |
Number of authorized shares of Class A Common Stock | | | | | 3,900,000 | | | | | | 3,900,000 | | | | | | 3,900,000 | | | | | | 3,900,000 | | | | | | 3,900,000 | | | | | | 3,900,000 | | |
Number of outstanding shares of Class A Common Stock | | | | | 3,819,732 | | | | | | 3,819,732 | | | | | | 3,819,732 | | | | | | 3,819,732 | | | | | | 3,819,732 | | | | | | 3,819,732 | | |
| | | Date: April 13, 2022 | | | One-for-six Split (1:6) | | | One-for-seven Split (1:7) | | | One-for-eight Split (1:8) | | | One-for-nine Split (1:9) | | | One-for-ten Split (1:10) | | ||||||||||||||||||
Number of Common Stock reserved for conversion of shares of Class A Common Stock | | | | | 3,819,732 | | | | | | 636,622 | | | | | | 545,676 | | | | | | 477,466 | | | | | | 424,415 | | | | | | 381,973 | | |
Number of authorized shares of Preferred Stock | | | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | | | | | 10,000,000 | | |
Number of designated shares of Series A Convertible Preferred Stock | | | | | 2,978 | | | | | | 2,978 | | | | | | 2,978 | | | | | | 2,978 | | | | | | 2,978 | | | | | | 2,978 | | |
Number of outstanding shares of Series A Convertible Preferred Stock | | | | | 1,752 | | | | | | 1,752 | | | | | | 1,752 | | | | | | 1,752 | | | | | | 1,752 | | | | | | 1,752 | | |
Number of shares of common stock reserved for issuance upon conversion of outstanding Series A Convertible Preferred Stock | | | | | 1,752,000 | | | | | | 292,000 | | | | | | 250,285 | | | | | | 219,000 | | | | | | 194,666 | | | | | | 175,200 | | |
Number of designated shares of Series A-1 Convertible Preferred Stock | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | |
Number of outstanding shares of Series A-1 Convertible Preferred Stock | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | | | | | 15,800 | | |
Number of shares of common stock reserved for issuance upon conversion of outstanding Series A-1 Convertible Preferred Stock | | | | | 15,800,000 | | | | | | 2,633,333 | | | | | | 2,257,142 | | | | | | 1,975,000 | | | | | | 1,755,555 | | | | | | 1,580,000 | | |
Number of shares of common stock reserved for issuance upon exercise of outstanding stock options, stock appreciation rights and convertible notes | | | | | 4,298,946 | | | | | | 716,491 | | | | | | 614,135 | | | | | | 537,368 | | | | | | 477,660 | | | | | | 429,894 | | |
Number of shares of common stock reserved for issuance in connection with future awards under our equity compensation plans | | | | | 1,327,634 | | | | | | 221,272 | | | | | | 189,662 | | | | | | 165,954 | | | | | | 147,514 | | | | | | 132,763 | | |
| | | Date: April 13, 2022 | | | One-for-six Split (1:6) | | | One-for-seven Split (1:7) | | | One-for-eight Split (1:8) | | | One-for-nine Split (1:9) | | | One-for-ten Split (1:10) | | ||||||||||||||||||
Number of authorized and unreserved shares of preferred stock not outstanding | | | | | 9,981,213 | | | | | | 9,981,213 | | | | | | 9,981,213 | | | | | | 9,981,213 | | | | | | 9,981,213 | | | | | | 9,981,213 | | |
Number of authorized and unreserved shares of common stock not outstanding | | | | | 22,128,954 | | | | | | 3,688,159 | | | | | | 3,161,279 | | | | | | 2,766,119 | | | | | | 2,458,772 | | | | | | 2,212,895 | | |
| | | Options | | | Stock Awards | | ||||||||||||
Name and Position | | | Average Exercise Price ($) | | | Number of Shares (#) | | | Number of Shares (#) | | |||||||||
Joern Aldag, Chief Executive Officer | | | | | 6.79 | | | | | | 1,998,461 | | | | | | 51,952 | | |
Reinhard Kandera, Chief Financial Officer | | | | | 5.49 | | | | | | 552,921 | | | | | | 16,092 | | |
Igor Matushansky, Chief Medical Officer | | | | | 6.74 | | | | | | 474,648 | | | | | | 17,669 | | |
All current executive officers, as a group | | | | | 6.36(1) | | | | | | 4,108,402 | | | | | | 127,151 | | |
All current directors who are not executive officers, as a group | | | | | 9.59(1) | | | | | | 321,981 | | | | | | 36,249 | | |
Each nominee for election as a director | | | | | — | | | | | | — | | | | | | — | | |
Each associate of any executive officers, current directors or director nominees | | | | | — | | | | | | — | | | | | | — | | |
Each other person who received or is to receive 5 percent of awards | | | | | — | | | | | | — | | | | | | — | | |
All current employees who are not executive officers, as a group | | | | | 11.85(1) | | | | | | 935,733 | | | | | | 21,396 | | |
| | Column (A) | | Column (B) | | Column (C) | | | Column (A) | | Column (B) | | Column (C) | | ||||||||||||||||||||||||
Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | | ||||||||||||||||||||||||
Equity Compensation Plans Approved by Stockholders(1) | | | | 4,231,178 | | | | | 9.21 | | | | | 269,859 | | | | | | 6,532,523 | | | | | 6.18 | | | | | 36,383 | | | ||||||
Equity Compensation Plans Not Approved by Stockholders | | | | 0 | | | | | 0 | | | | | 0 | | | | | | 0 | | | | | 0 | | | | | 0 | | | ||||||
Total(2) | | | | 4,231,178 | | | | | 9.21 | | | | | 269,859 | | | | | | 6,532,523 | | | | | 6.18 | | | | | 36,383 | | |
2019 Stock Option and Incentive Plan | | ||||||||||||
Name and position | | | Dollar value ($)(1) | | | Number of units(2) | | ||||||
Joern Aldag, Chief Executive Officer | | | | $ | 456,915 | | | | | | 275,250 | | |
Reinhard Kandera, Chief Financial Officer | | | | $ | 154,297 | | | | | | 92,950 | | |
Igor Matushansky, Chief Medical Officer | | | | $ | 154,297 | | | | | | 92,950 | | |
All current executive officers as a group(3) | | | | $ | 765,509 | | | | | | 461,150 | | |
All current directors who are not executive officers as a group | | | | $ | 0 | | | | | | 0 | | |
All employees, including all current officers who are not executive officers, as a group | | | | $ | 1,092,031 | | | | | | 657,850 | | |
Name | | | Fees earned or paid in cash ($) | | | Option awards ($)(1) | | | Total ($) | | |||||||||
Jan van de Winkel(2) | | | | | 87,500 | | | | | | 45,747 | | | | | | 133,247 | | |
Christoph Lengauer(3) | | | | | 22,000 | | | | | | — | | | | | | 22,000 | | |
Timothy Reilly(4) | | | | | 30,678 | | | | | | 46,968 | | | | | | 77,646 | | |
Julie O’Neill(5) | | | | | 47,500 | | | | | | 22,874 | | | | | | 70,374 | | |
Michael A. Kelly(6) | | | | | 60,000 | | | | | | 22,874 | | | | | | 82,874 | | |
David R. Kaufman(7) | | | | | 47,500 | | | | | | 22,874 | | | | | | 70,374 | | |
| | | Annual Retainer | | |||
Board of Directors: | | | | | | | |
All non-employee members | | | | $ | 40,000 | | |
Additional retainer for Non-Executive Chairman of the Board | | | | $ | 30,000 | | |
Audit Committee: | | | | | | | |
Chairman | | | | $ | 15,000 | | |
Non-Chairman members | | | | $ | 7,500 | | |
Compensation Committee: | | | | | | | |
Chairman | | | | $ | 10,000 | | |
Non-Chairman members | | | | $ | 5,000 | | |
Nominating and Corporate Governance Committee: | | | | | | | |
Chairman | | | | $ | 7,500 | | |
Non-Chairman members | | | | $ | 4,000 | | |
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned | | ||||||
5% Stockholders | | | | | | | | | | | | | |
Redmile Group, LLC(2) | | | | | 5,227,049 | | | | | | 9.99% | | |
Entities affiliated with EcoR1 Capital(3) | | | | | 5,227,049 | | | | | | 9.99% | | |
FMR LLC(4) | | | | | 4,895,600 | | | | | | 9.36% | | |
Gilead Sciences, Inc.(5) | | | | | 3,759,465 | | | | | | 7.19% | | |
Baker Bros. Advisors LP(6) | | | | | 3,475,535 | | | | | | 6.64% | | |
Sofinnova Capital VI FCPR(7) | | | | | 3,142,596 | | | | | | 6.01% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Joern Aldag(8) | | | | | 1,543,620 | | | | | | 2.95% | | |
Reinhard Kandera(9) | | | | | 396,376 | | | | | | * | | |
Christine Baker(10) | | | | | 336,174 | | | | | | * | | |
Jan van de Winkel(11) | | | | | 158,320 | | | | | | * | | |
Timothy Reilly | | | | | — | | | | | | — | | |
Julie O’Neill(12) | | | | | 52,976 | | | | | | * | | |
Michael A. Kelly(13) | | | | | 44,154 | | | | | | * | | |
David R. Kaufman(14) | | | | | 42,977 | | | | | | * | | |
Malte Peters | | | | | — | | | | | | — | | |
Terry Coelho | | | | | — | | | | | | — | | |
All executive officers and directors as a group (13 persons)(15) | | | | | 3,044,956 | | | | | | 5.82% | | |
Fee Category | | | Year ended December 31, 2022 | | | Year ended December 31, 2021 | | ||||||
Audit Fees(1) | | | | | 501,067 | | | | | | 508,514 | | |
Audit-Related Fees(2) | | | | | 878,537 | | | | | | 0 | | |
Tax Fees | | | | | 0 | | | | | | 0 | | |
All Other Fees | | | | | 0 | | | | | | 0 | | |
Total | | | | | 1,379,604 | | | | | | 508,514 | | |
Board Diversity Matrix (As of April 13, 2023) | Board Diversity Matrix (As of April 13, 2023) | | |||||||||||||||||||||||||||||||||||||
Total Number of Directors | | 8 | | ||||||||||||||||||||||||||||||||||||
| | Board Diversity Matrix (As of April 19, 2022) | | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | ||||||||||||||||||||||||||
| | Total Number of Directors | | | | 8 | | | |||||||||||||||||||||||||||||||
| | | | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | | | |||||||||||||||||||
| | Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | Directors | | | | | | 1 | | | | | | | 7 | | | | | | | | | | | | |||||||||||||
| | Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | African American or Black | | | | | | | | | | | | | 1 | | | | | | | | | | | | |||||||||||||
| | Alaskan Native or Native American | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | Asian | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | Hispanic or Latinx | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | White | | | | | | 1 | | | | | | | 6 | | | | | | | | | | | | |||||||||||||
| | Two or More Races or Ethnicities | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | LGBTQ+ | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | Did Not Disclose Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Part I: Gender Identity | | | | | | | | | | ||||||||||||||||||||||||||||||
Directors | | 2 | | 6 | | — | | — | | ||||||||||||||||||||||||||||||
Part II: Demographic Background | | | | | | | | | | ||||||||||||||||||||||||||||||
African American or Black | | — | | — | | — | | — | | ||||||||||||||||||||||||||||||
Alaskan Native or Native American | | — | | — | | — | | — | | ||||||||||||||||||||||||||||||
Asian | | — | | — | | — | | — | | ||||||||||||||||||||||||||||||
Hispanic or Latinx | | 1 | | — | | — | | — | | ||||||||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | | — | | — | | — | | — | | ||||||||||||||||||||||||||||||
White | | 2 | | 6 | | — | | — | | ||||||||||||||||||||||||||||||
Two or More Races or Ethnicities | | 1 | | — | | — | | — | | ||||||||||||||||||||||||||||||
LGBTQ+ | | | | | | — | | | | ||||||||||||||||||||||||||||||
Did Not Disclose Demographic Background | | | | | | — | | | |