UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Exchange Act of 1934 (Amendment No. )
Filed by a Party other than the Registrant o
o Preliminary Proxy Statement
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[X] Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-12
[X] | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Danbury, Connecticut 06810
Sincerely, | ||||||
Errol De Souza President and Chief Executive Officer |
to be held on March 17, 2015 at 9:00 a.m.
1. | To elect two Class II directors for a term of three years; |
2. | To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2015; and |
3. | To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on March 17, 2015: This proxy statement, a sample of the form of proxy card sent or given to stockholders by Biodel Inc. and the 2014 Annual Report to Stockholders are available at www.biodel.com/annuals.cfm |
By Order of the Board of Directors, | ||||||
Paul S. Bavier Secretary |
January 28, 2015
100 SAW MILL ROAD
DANBURY, CONNECTICUT 06810
to be held on March 17, 2015 at 9:00 a.m.
Q: | What shares owned by me may be voted? |
A: | You may only vote the shares of our common stock owned by you as of the close of business on January 20, 2015, which is the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. These shares include the following: |
• | shares of common stock held directly in your name as the stockholder of record; and |
• | shares of common stock held for you, as the beneficial owner, through a broker, bank or other nominee. |
Q: | What is the difference between holding shares as a stockholder of record and as a beneficial owner? |
A: | Most of our stockholders hold their shares through a broker, bank or other nominee, rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially. |
proxy materials are being sent directly to you on our behalf. As the stockholder of record, you have the right to grant your voting proxy to the persons specified on the enclosed proxy card or to vote in person at the Annual Meeting. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you return the card, but do not give any instructions on a particular matter described in this Proxy Statement, the persons named in the proxy card will vote the shares you own in accordance with the recommendations of our board of directors. We have enclosed a proxy card for you to use.
Q: | How may I vote my shares at the Annual Meeting? |
A: | You may vote shares held directly in your name as the stockholder of record in person at the Annual Meeting. If you choose to vote in person at the Annual Meeting, please bring the enclosed proxy card and proof of identification with you to the Annual Meeting. You may vote shares that you beneficially own if you receive and present at the Annual Meeting a proxy from your broker or nominee, together with proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. |
Q: | How may I vote my shares without attending the Annual Meeting? |
A: | Whether you hold shares directly as the stockholder of record or as the beneficial owner in street name, you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. Whether you are a stockholder of record or a beneficial owner, you may vote without attending the Annual Meeting by marking, dating and signing your proxy card and mailing in the enclosed, self-addressed, postage prepaid envelope. No postage is required if the proxy is mailed in the United States. In addition, beneficial owners may vote without attending the Annual Meeting as follows: |
• | By Internet — If you have Internet access, you may submit your proxy from any location in the world by following the “Internet Voting” instructions enclosed with your proxy card. |
• | By Telephone — You may submit your proxy by following the “Telephone Voting” instructions enclosed with your proxy card. |
Q: | How may I revoke a proxy or an Internet or telephone vote? |
A: | A stockholder executing a proxy card may revoke the proxy at any time before it is exercised by giving written notice revoking the proxy to our corporate secretary, by subsequently filing another proxy bearing a later date, or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not automatically revoke a stockholder’s prior proxy. All written notices of revocation or other communications with respect to revocation of proxies should be addressed to Biodel Inc., 100 Saw Mill Road, Danbury, Connecticut 06810, Attention: Corporate Secretary. If you own your shares in street name, your bank or brokerage firm should provide you with appropriate instructions for changing your vote. |
Q: | How does our board of directors recommend that I vote on the proposal to elect the nominees to our board of directors? |
A: | Our board of directors unanimously recommends that stockholders vote FOR this proposal at the Annual Meeting. |
Q: | How does our board of directors recommend that I vote on the proposal to ratify the appointment of BDO USA, LLP as our registered independent public accounting firm for the fiscal year ending September 30, 2015? |
A: | Our board of directors unanimously recommends that stockholders vote FOR this proposal at the Annual Meeting. |
Q: | What is the quorum required for the Annual Meeting? |
A: | Holders of record of the common stock on January 20, 2015 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. As of the record date, 24,060,514 shares of common stock were outstanding. The presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Shares of our common stock represented in person or by proxy, including broker non-votes and shares that abstain or do not vote with respect to one or more of the matters to be voted upon, will be counted for the purpose of determining whether a quorum exists. |
Q: | How are votes counted? |
A: | Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of directors, for each share held by such stockholder as of the record date. Votes cast in person at the Annual Meeting or by proxy, Internet vote or telephone |
vote will be tabulated by the inspector of election appointed for the Annual Meeting, who will determine whether a quorum is present. |
Q: | What vote is required on the proposal to elect the nominees to our board of directors? |
A: | Individual director nominees are elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote generally on the election of directors. Accordingly, the directorships to be filled at the Annual Meeting will be filled by the nominees receiving the highest number of votes. In the election of directors, votes may be cast for or withheld with respect to any or all nominees. Abstentions and broker non-votes will have no effect on the outcome of this proposal. |
Q: | What vote is required to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm? |
A: | The appointment of BDO USA, LLP as our independent registered public accounting firm will be ratified if we receive the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting and entitled to vote generally. Abstentions and broker non-votes will have no effect on the outcome of this proposal. |
Q: | What does it mean if I receive more than one proxy or voting instruction card? |
A: | This means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive. |
Q: | Where can I find the voting results of the Annual Meeting? |
A: | We will announce preliminary voting results at the Annual Meeting and publish final results in a current report on Form 8-K within four business days of the Annual Meeting. |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class (%) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
5% Stockholders: | ||||||||||
Entities affiliated with Baker Bros. Advisors, LP | 2,336,500 | (1) | 9.1 | |||||||
Entities affiliated with Sabby Healthcare Master Fund, Ltd>> | 2,151,509 | (2) | 9.2 | |||||||
Entities affiliated with OrbiMed Advisors LLC | 1,681,035 | (3) | 6.8 | |||||||
Entities affiliated with Venrock Healthcare Capital Partners, L.P | 1,642,392 | (4) | 6.9 | |||||||
Entities affiliated with Rosalind Advisors Inc | 1,265,492 | (5) | 5.3 | |||||||
Executive Officers and Directors: | ||||||||||
Ms. Julia R. Brown | 20,416 | (6) | * | |||||||
Dr. Errol De Souza | 450,773 | (7) | 1.9 | |||||||
Dr. Barry Ginsberg | 42,333 | (8) | * | |||||||
Dr. Ira W. Lieberman | 54,208 | (9) | * | |||||||
Dr. Daniel Lorber | 45,455 | (10) | * | |||||||
Dr. Brian J.G. Pereira | 41,135 | (11) | * | |||||||
Mr. Davey S. Scoon | 20,416 | (12) | * | |||||||
Dr. Alan Krasner | 159,102 | (13) | * | |||||||
Mr. Paul Bavier | 105,125 | (14) | * | |||||||
All current executive officers and directors as a group (10 individuals) | 938,963 | (15) | 3.9 |
* | Less than one percent. |
(1) | Based solely on a Schedule 13G/A (Amendment No. 1) filed on February 14, 2014 by Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker (collectively, the “Baker Bros. Affiliates”). Baker Bros. Advisors (GP) LLC is the sole general partner of Baker Bros. Advisors, which is the investment adviser for the following affiliated entities: Baker Brothers Life Sciences, L.P., 667, L.P. and 14159, L.P. (collectively, the “Baker Bros. Funds”). Consists of an aggregate of 871,500 shares of common stock that may be acquired upon exercise of warrants and preferred stock convertible into 1,950,000 shares of common stock, subject to the limitation on exercise described below held by the Baker Bros. Funds. The warrants and preferred stock are only exercisable or convertible to the extent that the Baker Bros. Affiliates and Baker Bros. Funds together would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 9.98% of the outstanding shares of common stock after exercise or conversion. As a result of this restriction, the |
number of shares that may be issued upon exercise of the warrants and conversion of preferred stock by the holders may change depending upon changes in the outstanding shares of common stock. The number of shares issuable upon exercise of the warrants and conversion of preferred stock held by the Baker Bros. Affiliates or Baker Bros. Funds will also depend upon the extent to which the warrants preferred stock, as the case may be, held by other affiliates have theretofore been exercised or converted, as applicable. Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker, as principals of Baker Bros. Advisors (GP) LLC, and by Baker Bros. Advisors LP may be deemed to be beneficial owners of securities owned by the Baker Bros. Funds. The business address of Baker Bros. Advisors, LP is 667 Madison Avenue, 21st floor, New York, NY 10065. |
(2) | Based solely on Schedule 13G/A Amendment No. 1 filed on January 12, 2015 by Sabby Healthcare Master Fund, Ltd., Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC and Mr. Hal Mintz. Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. beneficially own 2,061,003 and 90,506 shares of common stock, respectively, and Sabby Management, LLC and Hal Mintz each beneficially own 2,151,509 shares of common stock. Sabby Management, LLC and Hal Mintz do not directly own any shares of common stock, but each indirectly owns 2,151,509 shares of common stock. Sabby Management, LLC indirectly owns 2,151,509 shares of common stock because it serves as the investment manager of Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. Mr. Mintz indirectly owns 2,151,509 shares of Common Stock in his capacity as manager of Sabby Management, LLC. The principal business address of Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. The principal business address of Sabby Management, LLC and Mr. Mintz is 10 Mountain View Road, Suite 205, Upper Saddle River, New Jersey 07458. |
(3) | Based solely on a Schedule 13G/A (Amendment No. 2) filed on February 14, 2014 by OrbiMed Capital GP IV LLC, OrbiMed Advisors LLC and Samuel D. Isaly (the “Orbimed Affiliates”). OrbiMed Advisors LLC is the Managing Member of OrbiMed Capital GP IV LLC. OrbiMed Capital GP IV LLC is the General Partner of OrbiMed Private Investments IV, LP which beneficially owns the shares of the common stock as described below. The OrbiMed Affiliates may be deemed to be the beneficial owners of 547,443 shares of common stock and warrants to purchase 1,133,592 shares of common stock. The principal place of business of OrbiMed Advisors, LLC is 601 Lexington Avenue, 54th floor, New York, NY 10022. |
(4) | Based solely on a Schedule 13G/A (Amendment No. 2) filed on February 14, 2014 by Venrock Healthcare Capital Partners, L.P., VHCP Co-Investment Holdings, LLC, VHCP Management, LLC, Anders Hove and Bryan Roberts. VHCP Management, LLC is the general partner of Venrock Healthcare Capital Partners, L.P. and the manager of VHCP Co-Investment Holdings, LLC. Messrs. Hove and Roberts are the managing members of VHCP Management, LLC. Consists of 1,011,467 shares of common stock and warrants to purchase 376,946 shares of common stock owned by Venrock Healthcare Capital Partners, L.P., and 185,025 shares of common stock and warrants to purchase 68,954 shares of common stock owned by VHCP Co-Investment Holdings, LLC. |
(5) | Based solely on Schedule 13G filed on October 24, 2014 by Rosalind Advisors, Inc. (“Rosalind”), Rosalind Master Fund L.P. (“RMF”), Rosalind Capital Partners L.P. (“RCP”) and Steven Salamon. RMF is the record owner of 365,711 shares of common stock and options to acquire 78,300 shares of common stock. RCP is the record owner of 677,281 shares and options to acquire 144,200 shares of common stock. Rosalind is the investment advisor to RCP and RMF and may be deemed to be the beneficial owner of shares held by RCP and RMF. Steven Salamon is the portfolio manager of Rosalind and may be deemed to be the beneficial owner of shares held by RCP and RMF. Notwithstanding the foregoing, Rosalind and Mr. Salamon disclaim beneficial ownership of the shares. The principal business address of Rosalind, RCP and Mr. Salamon is 175 Bloor Street East, Suite 807, South Tower, Toronto, Ontario, M4W 3R8 Canada. The principal business address of RMF is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
(6) | Consists of options to purchase shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(7) | Includes options to purchase 379,016 shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(8) | Includes options to purchase 40,416 shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(9) | Includes options to purchase 42,916 shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(10) | Includes options to purchase 44,166 shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(11) | Consists of options to purchase 41,135 shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(12) | Consists of options to purchase shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(13) | Includes options to purchase 123,415 shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(14) | Includes options to purchase 86,148 shares of our common stock that are exercisable or vest within 60 days of December 31, 2014. |
(15) | Includes options to purchase 798,044 of our common stock that are exercisable or vest within 60 days of December 31, 2014 |
Name | Age | Position | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Ms. Julia R. Brown(1)(2) | 67 | Director | ||||||||
Dr. Errol B. De Souza | 61 | Director, President and Chief Executive Officer | ||||||||
Dr. Barry Ginsberg(2)(4) | 69 | Director | ||||||||
Dr. Ira W. Lieberman(2)(3) | 72 | Chairman | ||||||||
Dr. Daniel Lorber(2)(4) | 68 | Director | ||||||||
Dr. Brian J.G. Pereira(1)(3)(4)(5) | 56 | Director | ||||||||
Mr. Davey S. Scoon(1)(3) | 68 | Director |
(1) | Member of the compensation committee. |
(2) | Member of the nominating and governance committee. |
(3) | Member of the audit committee. |
(4) | Member of the science and technology committee. |
(5) | Dr. Pereira is not nominated for re-election at the Annual Meeting. |
Inc. She is compensation committee chair, and a member of the governance and nominating committees of both. She has previously served on boards of five other development stage pharmaceutical companies. Ms. Brown is Vice Chair of Corporate Directors Forum and is a member of the National Association of Corporate Directors (NACD) and Women Corporate Directors. Ms. Brown is a trustee of the UC San Diego Foundation and is chair emerita. She is a member of the boards of two industry associations. She is a graduate of Louisiana Tech University. We believe that Ms. Brown’s qualifications to serve on our board of directors include her extensive experience in the pharmaceutical industry—particularly in development stage companies—and her extensive involvement in organizations that are dedicated to fostering high standards of professionalism in corporate governance.
directors of the American Diabetes Association and President of the ADA Long Island leadership council. Dr. Lorber received an M.D. from the Albert Einstein College of Medicine and completed a fellowship in endocrinology at the Vanderbilt University Medical Center. We believe Dr. Lorber’s extensive experience as a physician treating diabetes provides valuable background and insight to our board of directors.
Name | Age | Position | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dr. Errol B. De Souza* | 61 | President and Chief Executive Officer | ||||||||
Mr. Gary G. Gemignani | 49 | Chief Financial Officer | ||||||||
Dr. Alan Krasner | 51 | Chief Medical Officer | ||||||||
Mr. Paul S. Bavier | 42 | General Counsel and Secretary, Chief Administrative Officer and Vice President of Corporate Development |
* | For information regarding Dr. De Souza, see “Information About the Directors” above. |
Research and Development where he was responsible for the design, execution, clinical analysis, and reporting of multiple, global clinical trials supporting registration of late stage drug candidates. Dr. Krasner currently serves as a consulting physician at the Joslin Diabetes and Endocrinology Center of the Lawrence and Memorial Hospital in New London, Connecticut. Dr. Krasner holds a B.S. from the Medical Education Honors Program at Northwestern University and a M.D. from Northwestern University Medical School. He completed his residency at Johns Hopkins Hospital in internal medicine and subsequently completed his fellowship at Johns Hopkins Hospital in endocrinology and metabolism.
• | our board of directors’ principal responsibility is to oversee our management; |
• | a majority of the members of our board of directors shall be independent directors as defined by NASDAQ listing standards and applicable SEC rules; |
• | the independent members of our board of directors regularly meet in executive session; and |
• | we adopt written corporate governance guidelines and a written code of business conduct and ethics for all of our officers, employees and directors. |
• | oversee the accounting and financial reporting processes of the company and audits of the financial statements of the company; |
• | assist our board of directors in oversight and monitoring of the company’s financial statements, compliance with legal and regulatory requirements, independent auditors and internal accounting and financial controls; |
• | provide to the board of directors such additional information and materials as it may deem necessary to make the board of directors aware of significant financial matters that require the attention of the board of directors; |
• | provide an avenue of communication among the independent auditors, management and the board of directors; |
• | appoint, evaluate, retain and terminate, when necessary, the company’s independent auditor; |
• | set the compensation of the company’s independent auditor and pre-approve all audit services to be provided to the company; |
• | review and discuss with the company’s management and independent auditor the company’s audited financial statements; |
• | recommend to the board of directors that the company’s audited financial statements be included in the company’s Annual Report on Form 10-K; |
• | prepare an annual committee report for inclusion where necessary in the proxy statement of the company relating to its annual meeting of stockholders; |
• | coordinate the board of directors’ oversight of the company’s internal control over financial reporting, disclosure controls and procedures and code of conduct; |
• | establish procedures for treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters; |
• | review the company’s policies and procedures for reviewing and approving or ratifying “related person transactions” (defined as transactions required to be disclosed pursuant to Item 404 of Regulation S-K), including the company’s Related Person Transaction Policy, and recommend any changes to the board of directors; and |
• | discuss the company’s policies, practices, procedures and controls related to the management of its surplus funds. |
• | oversee the discharge of the responsibilities of the board of directors relating to the compensation of the company’s executive officers, including the establishment of goals against which the performance of our executive officers is measured; |
• | administer the company’s equity-based plans; |
• | review and approve, or, in the case of the company’s chief executive officer, recommend for approval by the board of directors, the compensation of the company’s executive officers; |
• | review and make recommendations to the board of directors with respect to director compensation; |
• | review and make recommendations to the board of directors with respect to incentive-compensation and equity-based plans that are subject to approval by the board of directors; |
• | exercise all rights, authority and functions of the board of directors under all of the company’s stock option, stock incentive, employee stock purchase and other equity-based plans; and |
• | prepare reports on executive compensation, including without limitation, a Compensation Discussion and Analysis, for inclusion in the company’s Annual Report on Form 10-K and proxy statement, as necessary. |
• | recommend to the board of directors the persons to be nominated for election as directors at any meeting of stockholders and the persons (if any) to be elected by the board of directors to fill any vacancies of the board of directors; |
• | develop and recommend to the board of directors a set of corporate governance guidelines applicable to the company; |
• | oversee the evaluation of the board of directors and its committees; |
• | establish criteria for the selection of new directors to serve on the board of directors, taking into account at a minimum all applicable laws, rules, regulations and listing standards, a potential candidate’s experience, areas of expertise and other factors relative to the overall composition of the board of directors; |
• | develop and recommend to the board of directors a set of Corporate Governance Guidelines applicable to the company; |
• | review the board of directors’ leadership structure to assess whether it is appropriate given the specific characteristics or circumstances of the company; and |
• | oversee a review by the board of directors on succession planning for senior executives, which shall include transitional leadership in the event of an unplanned vacancy. |
• | review and make recommendations to the board of directors with respect to technology-related issues of importance to company; |
• | assess the company’s progress in achieving its research and development and growth objectives, as well as the company’s material planning processes in support of these objectives; and |
• | review, as directed by the board of directors, and make recommendations to the board of directors with respect to the company’s material investments in, or allocation of resources to, science and technology, including potential acquisitions, alliances, collaborations, equity investments, contracts and grants. |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ms. Julia R. Brown | 47,500 | 17,694 | 65,194 | |||||||||||
Dr. Barry Ginsberg | 37,500 | 17,694 | 55,194 | |||||||||||
Dr. Ira W. Lieberman | 72,500 | 17,694 | 90,194 | |||||||||||
Dr. Daniel Lorber | 35,000 | 17,694 | 52,694 | |||||||||||
Dr. Brian J.G. Pereira | 45,000 | 17,694 | 62,694 | |||||||||||
Mr. Davey S. Scoon | 50,000 | 17,694 | 67,694 |
(1) | The amounts in the “Option Awards” column represent the grant date fair value of option awards granted in our 2014 fiscal year, in accordance with ASC Topic 718, or ASC 718. For the assumptions relating to these valuations, see Note 3 to our 2014 audited financial statements, which are included in the annual report that accompanies this Proxy Statement. The following table shows the aggregate number of stock options held by each of our non-employee directors as of September 30, 2014. |
Name | Aggregate Number of Shares Subject to Stock Options | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ms. Julia R. Brown | 21,250 | |||||||||||||
Dr. Barry Ginsberg | 41,250 | |||||||||||||
Dr. Ira W. Lieberman | 43,750 | |||||||||||||
Dr. Daniel Lorber | 45,000 | |||||||||||||
Dr. Brian J.G. Pereira | 41,969 | |||||||||||||
Mr. Davey S. Scoon | 21,250 |
Name and Principal Position | Fiscal Year | Salary (1) ($) | Bonus (2) ($) | Option Awards (3) ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Errol B. De Souza | 2014 | 491,730 | 196,692 | 397,756 | — | 1,086,178 | ||||||||||||||||||||||||
President and Chief Executive | 2013 | 477,405 | 200,510 | 196,403 | 10,000 | (4) | 884,318 | |||||||||||||||||||||||
Officer | ||||||||||||||||||||||||||||||
Alan Krasner | 2014 | 340,000 | 96,985 | 139,215 | — | 576,200 | ||||||||||||||||||||||||
Chief Medical Officer | 2013 | 331,000 | 96,270 | 62,900 | 8,124 | (5) | 498,294 | |||||||||||||||||||||||
Paul Bavier | 2014 | 260,000 | 74,165 | 99,439 | — | 433,604 | ||||||||||||||||||||||||
General Counsel and Secretary, Chief Administrative Officer and Vice President of Corporate Development | 2013 | 223,750 | 67,570 | 54,400 | — | 345,720 |
(1) | The amounts in the “Salary” column reflect the base salary earned and recorded during the applicable fiscal year. |
(2) | The amounts in the “Bonus” column reflect the actual dollar amounts awarded to each named executive officer as annual discretionary cash bonuses. We paid, in November 2014, the bonus for the fiscal year ended September 30, 2014 to Dr. De Souza in the form of restricted stock units, which were issued in place of the cash amount. The restricted stock units vest in full on September 30, 2015. We paid the bonuses for the fiscal year ended September 30, 2014 to each of our other named executive officers in cash in December 2014. We paid the bonuses for the fiscal year ended September 30, 2013 in cash in December 2013. |
(3) | The amounts in the “Option Awards” column represent the grant date fair value of option awards granted in the applicable fiscal years. Grant date fair value is calculated in accordance with ASC 718. For the assumptions relating to valuations of equity awards, see Note 3 to our 2014 audited financial statements, which are included in the annual report that accompanies this Proxy Statement. |
(4) | Reflects reimbursement of commuting and temporary living expenses. |
(5) | Reflects reimbursement of commuting and temporary living expenses. |
Name | Salary | |||||
---|---|---|---|---|---|---|
Dr. Errol De Souza | $ | 506,482 | ||||
Dr. Alan Krasner | $ | 350,200 | ||||
Mr. Paul Bavier | $ | 300,000 |
Option Awards | Stock Awards | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have not Vested (#) | Market Value of Shares or Units of Stock that Have not Vested ($) | |||||||||||||||||||||
Errol B. De Souza | 175,000 | — | 16.56 | 3/31/2017 | |||||||||||||||||||||||
45,000 | — | 6.52 | 12/13/2017 | ||||||||||||||||||||||||
17,500 | 17,500 | (1) | 2.60 | 11/22/2018 | |||||||||||||||||||||||
28,883 | 86,648 | (2) | 2.40 | 12/20/2019 | |||||||||||||||||||||||
— | 300,000 | (3) | 2.36 | 12/22/2020 | — | — | |||||||||||||||||||||
Alan Krasner | 25,000 | — | 62.48 | 5/26/2016 | |||||||||||||||||||||||
10,000 | — | 9.16 | 12/12/2016 | ||||||||||||||||||||||||
8,978 | — | 14.84 | 12/14/2017 | ||||||||||||||||||||||||
22,500 | — | 6.52 | 12/13/2017 | ||||||||||||||||||||||||
8,125 | 8,125 | (1) | 2.60 | 11/22/2018 | |||||||||||||||||||||||
9,250 | 27,750 | (2) | 2.40 | 12/20/2019 | |||||||||||||||||||||||
— | 105,000 | (3) | 2.36 | 12/20/2019 | — | — | |||||||||||||||||||||
Paul S. Bavier | 8,750 | — | 63.40 | 10/12/2015 | |||||||||||||||||||||||
3,750 | — | 71.68 | 12/04/2015 | ||||||||||||||||||||||||
6,250 | — | 9.16 | 12/13/2016 | ||||||||||||||||||||||||
4,835 | — | 14.84 | 12/14/2017 | ||||||||||||||||||||||||
17,500 | — | 6.52 | 12/13/2017 | ||||||||||||||||||||||||
6,875 | 6,875 | (1) | 2.60 | 11/22/2018 | |||||||||||||||||||||||
8,000 | 24,000 | (2) | 2.40 | 12/20/2019 | |||||||||||||||||||||||
— | 75,000 | (3) | 2.36 | 12/20/2019 | — | — |
(1) | This option vests in four equal annual installments. The first installment vested on November 23, 2012, the second installment vested on November 23, 2013, and the third installment vested on November 23, 2014, after the completion of our 2014 fiscal year. The final installment will vest on November 23, 2015. |
(2) | This option vests in four equal annual installments. The first installment vested on December 21, 2013, and the second installment vested on December 21, 2014, after the completion of our 2014 fiscal year. The next two installments will vest on December 21, 2015 and 2016. |
(3) | This option vests over four years with 25% vesting on the first anniversary of the grant date and the remainder in equal monthly installments thereafter. The first annual installment will vest on December 20, 2015. |
of our stock option agreements with Dr. Krasner and Mr. Bavier, all unvested options immediately vest upon termination of employment or a change of control, respectively.
• | two times his then current base salary, plus two times his target annual bonus for the fiscal year in which he is terminated, plus the pro rata amount of his target annual bonus for the fiscal year in which he is terminated to be paid in equal installments over a 24 month period; |
• | COBRA benefits until the earlier of the end of the 24th month after the date his employment with us ends or the date his COBRA coverage expires; |
• | 24 months of acceleration of his outstanding equity compensation awards; and |
• | full vesting of his outstanding equity compensation awards, if we terminate his employment without cause, or he terminates his employment with us for good reason within 12 months following a change in control, as defined in the De Souza Employment Agreement. |
good reason, as defined in the Gemignani Employment Agreement. If the Company terminates Mr. Gemignani’s employment without cause, or he terminates his employment with us for good reason, he is entitled to:
• | a cash payment equal to the sum of 12 months of his then current base salary, or, in the event the termination occurs within 12 months following a change in control, as defined under the Company’s 2010 Stock Incentive Plan, 18 months of his then current base salary, plus one and a half times the amount of his target annual bonus for the fiscal year in which he is terminated; |
• | COBRA benefits until the earlier of the end of the 12th month after the date his employment with the Company ends or the date his COBRA coverage expires; and |
• | 12 months accelerated vesting of his outstanding equity compensation awards, or, in the event the termination occurs within 12 months following a change in control, full vesting of his outstanding equity awards. |
• | annual base salary earned through the termination date; |
• | in the event the executive satisfied the performance criteria for an annual bonus prior to termination, a portion of the annual bonus based on the number of days worked during the year; |
• | if the performance criteria were not fully satisfied, but our board of directors determines that criteria could have been satisfied had the executive remained employed for the full fiscal year, an amount equal to the average bonus paid to the executive over the last three fiscal years, portioned based on the number of days worked during the year, or the average annual bonus; |
• | any accrued paid time-off; |
• | annual base salary for a period of 18 months following the date of termination; |
• | health insurance and, under certain circumstances, life, disability and other insurance benefits for a period of 18 months or until the executive qualifies for similar benefits from another employer; |
• | 150% of the average annual bonus (paid in addition to the bonus described immediately above); |
• | acceleration of all outstanding options; and |
• | extension of the exercisability of options. |
• | “cause” is generally defined to mean: |
• | the executive’s refusal to carry out any material duties or any directions or instructions of our board of directors or senior management which are reasonably consistent with those duties; |
• | failure to perform satisfactorily any duties or any directions or instructions of our board of directors or senior management for ten days following written notice of the same; |
• | violation of a local, state or federal law involving the commission of a crime, other than minor traffic violations, or any other criminal act involving moral turpitude; |
• | gross negligence, willful misconduct, or the breach by the executive of his duty to us involving self-dealing or personal profit; |
• | current abuse by the executive of alcohol or controlled substances; deception, fraud, misrepresentation or dishonesty by the executive; or any incident materially compromising the executive’s reputation or ability to represent us with investors, customers or the public; or |
• | any other material violation of any provision of the change of control agreement for ten days following written notice of the same. |
• | “good reason” is generally defined to mean: |
• | a failure to grant the executive’s salary, bonus, and right to participate in fringe benefit programs that are otherwise afforded under the change of control agreement, other than an isolated and inadvertent failure not taken in bad faith that we remedy promptly upon receiving written notice of the same; |
• | a material diminution in the executive’s position, authority, duties or responsibilities; |
• | our requiring the executive to be based at any office or location that is more than fifty miles from the location of the executive’s assigned worksite and the executive’s residence immediately prior to the change of control; |
• | our failure to require any successor to our business (whether by purchase of assets, merger or consolidation) to assume our obligations under the change of control agreement; or |
• | any other material violation of the change of control agreement by us. |
• | annual base salary earned through the termination date; |
• | in the event the executive satisfied the performance criteria for an annual bonus prior to termination, a portion of the annual bonus based on the number of days worked during the year; |
• | if the performance criteria were not fully satisfied, but our board of directors determines that criteria could have been satisfied had the executive remained employed for the full fiscal year, the average annual bonus; |
• | any accrued paid time-off; |
• | annual base salary for a period of 18 months following the date of termination; |
• | health insurance and, under certain circumstances, life, disability and other insurance benefits for a period of 18 months or until the executive qualifies for similar benefits from another employer; |
• | 150% of the average annual bonus (paid in addition to the bonus described immediately above); |
• | acceleration of all outstanding options; and |
• | extension of the exercisability of options. |
Plan Category | Number of securities to be issued upon the 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)) | |||||||||||
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(a) | (b) | (c) | ||||||||||||
Equity compensation plans approved by security holders | 2,643,523 | (1) | $ | 13.15 | 2,596,679 | (2) | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Total | 2,643,523 | $ | 13.15 | 2,596,679 |
(1) | Represents shares of common stock underlying outstanding stock options and RSUs granted under our 2004 Stock Incentive Plan, 2005 Non-Employee Directors’ Stock Option Plan and 2010 Stock Incentive Plan. |
(2) | Represents shares of common stock remaining available for issuance pursuant to awards under the 2010 Stock Incentive Plan. |
Respectfully submitted, | ||||||
Mr. Davey Scoon (Chair) Dr. Lieberman Dr. Pereira |
Fee Category | 2014 | 2013 | ||||||||
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Audit Fees | $ | 300,495 | * | $ | 270,315 | ** | ||||
Audit-related Fees | — | — | ||||||||
Tax Fees | $ | 8,807 | $ | 10,486 | ||||||
All Other fees | — | — | ||||||||
Total Fees | $ | 309,302 | $ | 280,801 |
* | Represents $185,670 for audit fees and $114,825 for review of prospectus and comfort letters. |
** | Represents $189,040 for audit fees, $75,275 for review of prospectus and comfort letters, and $6,000 for software review. |
PUBLIC ACCOUNTING FIRM
By Order of the board of directors of Directors, | ||||||
Paul S. Bavier Secretary |
Dated: January 28, 2015
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▼ FOLD AND DETACH HERE AND READ THE REVERSE SIDE ▼ |
BIODEL INC.
March 17, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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▼ FOLD AND DETACH HERE AND READ THE REVERSE SIDE ▼ |
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FOR the nominees listed below | WITHHOLD AUTHORITY to vote for the nominees listed below | FOR ALL EXCEPT as indicated to the contrary below | FOR | AGAINST | ABSTAIN | ||
1. To elect two Class II directors for a term of three years: | o | o | o | 2. To ratify the appointment of BDO USA, LLP as our | o | o | o |
ELECTION OF DIRECTORS | |||||||
Nominees: 01 Ms. Julia R. Brown, 02 Dr. Daniel Lorber | |||||||
INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below: | |||||||
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Please sign exactly as the name appears on your stock certificate. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, corporation, please give full title as such. If a corporation, please sign in full corporate name by the President or other authorized officer. If a partnership, please sign in partnership name by an authorized person. |