|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 Pursuant to Rule 14a-12 |
ACHIEVE LIFE SCIENCES, INC.
(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 |
ACHIEVE LIFE SCIENCES, INC.
|
22722 29 th Drive SE, Suite 100 Bothell, WA 98021 |
1040 West Georgia, Suite 1030 Vancouver, BC, Canada |
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Achieve Life Sciences, Inc., a Delaware corporation, will be held on June 5, 2024, at 8:00 a.m. Pacific time. The Annual Meeting will be a virtual stockholder meeting and you will be able to participate in the 2024 Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/ACHV2024 . You must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.
The Annual Meeting will be held for the following purposes:
Only stockholders of record at the close of business on April 10, 2024 are entitled to notice of, and to vote at, the Annual Meeting. For at least ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose relating to the Annual Meeting, during ordinary business hours at our U.S. principal executive offices at 22722 29th Drive SE, Suite 100, Bothell, WA 98021.
|
By Order of the Board of Directors, |
||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
John Bencich |
||||||||||||||||||||||||||||||||
|
Chief Executive Officer |
||||||||||||||||||||||||||||||||
|
Whether or not you plan to attend the Annual Meeting virtually, we encourage you to vote and submit your proxy by telephone, via the Internet or by mail. For additional instructions on attending virtually, voting by telephone or via the Internet, please refer to the proxy card. To vote and submit your proxy by mail, please complete, sign and date the enclosed proxy card and return it in the enclosed envelope. If you attend the Annual Meeting virtually, you may revoke your proxy and vote at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2024
The Company’s Proxy Statement and Annual Report on Form 10-K for the year ended
December 31, 2023 are available at ir.achievelifesciences.com.
TABLE OF CONTENTS
|
|
Page |
|
7 |
|
|
16 |
|
|
18 |
|
|
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
19 |
|
21 |
|
|
22 |
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
32 |
|
34 |
ACHIEVE LIFE SCIENCES, INC.
|
22722 29 th Drive SE, Suite 100 Bothell, WA 98021 |
1040 West Georgia, Suite 1030 Vancouver, BC, Canada |
PROXY STATEMENT FOR
2024 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement, or Proxy Statement, is furnished in connection with the solicitation of proxies on behalf of the board of directors, or Board of Directors or Board, of Achieve Life Sciences, Inc., a Delaware corporation, or the Company or Achieve, for use at the Annual Meeting of Stockholders, or the Annual Meeting, to be held on June 5, 2024, at 8:00 a.m. Pacific time for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting.
We believe that a virtual stockholder meeting provides greater access to those who may want to attend, and therefore we have chosen that the Annual Meeting be held by virtual meeting. This approach also lowers costs and aligns with our broader sustainability goals. To be admitted virtually to the Annual Meeting at www.virtualshareholdermeeting.com/ACHV2024 , you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting.
This Notice of the Annual Meeting, Proxy Statement, form of proxy and Annual Report on Form 10-K for the year ended December 31, 2023 will first be mailed on or about April 26, 2024 to all stockholders entitled to vote at the Annual Meeting.
Voting Rights
Only stockholders of record at the close of business on April 10, 2024, the record date, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting. At the close of business on April 10, 2024, we had 34,251,911 shares of common stock outstanding.
Each stockholder of record is entitled to one vote for each share of common stock held on the record date on all matters. Dissenters’ rights are not applicable to any of the matters being voted on.
Virtual Participation in the Annual Meeting
We will be hosting the Annual Meeting live via Internet webcast. A summary of the information you need to participate in the Annual Meeting online is provided below:
Board Recommendation
Our Board of Directors recommends that you vote:
4
Our directors do not have any substantial interest in any matter to be acted upon except with respect to the nomination of such directors for election to our Board of Directors. None of our executive officers have any substantial interest in any matter to be acted upon.
Voting of Proxies
All shares represented by a valid proxy received prior to the Annual Meeting will be voted, and, if you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card with no further instructions and do not hold your shares beneficially through a broker, bank or other nominee, your shares will be voted FOR each of the nominees for the Board of Directors, FOR the ratification of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024, and in the discretion of the proxy holders with respect to any other matters that properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
How to Vote Your Shares
YOUR VOTE IS IMPORTANT . Your shares can be voted at the Annual Meeting only if you are represented by proxy, please take the time to vote your proxy.
Stockholders of record, or “registered stockholders,” can vote by proxy in the following three ways:
|
By Telephone : |
|
Call the toll-free number indicated on the enclosed proxy card and follow the recorded instructions. |
|
|
|
|
|
Via the Internet : |
|
Go to the website indicated on the enclosed proxy card and follow the instructions provided. |
|
|
|
|
|
By Mail : |
|
Mark your vote, date, sign and return the enclosed proxy card in the postage-paid return envelope provided. |
If your shares are held beneficially in “street” name through a nominee such as a financial institution, brokerage firm, or other holder of record, your vote is controlled by that institution, firm or holder. Your vote by proxy may also be cast by telephone or via the Internet, as well as by mail, if your financial institution or brokerage firm offers such voting alternatives. Please follow the specific instructions provided by your nominee on your voting instruction card.
Please note, that if your shares are held beneficially through a bank, broker or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from the record holder. Should you wish to attend the Annual Meeting virtually, you can join at www.virtualshareholdermeeting.com/ACHV2024 .
Revocability of Proxies
You may revoke or change any previously delivered proxy (including a proxy sent to you by someone other than us) at any time before the Annual Meeting by:
If you hold shares in street name through a broker, bank or other nominee, you must contact that bank, broker or other nominee to revoke any prior voting instructions.
If you receive a proxy from someone other than us, see “Stockholder Nominations” below.
Quorum
The presence, virtually or by proxy, of at least a majority of the shares of common stock outstanding on the record date will constitute a quorum. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.
5
Votes Required to Approve Matters Presented at the Annual Meeting
Our directors are elected by a plurality of the votes properly cast at the Annual Meeting. Approval of Proposal Two requires a majority of the votes properly cast at the Annual Meeting.
Broker Non-Votes
For banks, brokers or other nominee accounts, they are entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. For “non-routine” matters, the beneficial owner of such shares is required to provide instructions to the bank, broker or other nominee in order for them to be entitled to vote the shares held for the beneficial owner. If you hold shares beneficially in street name and do not provide your broker or other agent with voting instructions, your shares may constitute “broker non-votes.” A “broker non-vote” occurs when shares held by a broker that are represented at the meeting are not voted with respect to a particular proposal because the broker has not received voting instructions from its client(s) with respect to such shares on how to vote and does not have or did not exercise discretionary authority to vote on the matter. 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. If a stockholder does not return voting instructions to their broker on how to vote their shares of common stock, such broker may be prevented from voting, or may otherwise choose not to vote, such shares held by such broker, resulting in broker non-votes with respect to such shares. To make sure that your vote is counted, you should instruct your broker to vote your shares of common stock, following the procedures provided by your broker.
If you hold your shares in street name, it is critical that you cast your vote if you want it to count on all matters to be decided at the Annual Meeting.
Impact on the Vote of Broker Non-Votes, Abstentions and Withholding from Voting
Broker non-votes, abstentions and withholding from voting are counted for purposes of determining whether or not a quorum exists for the transaction of business at the Annual Meeting. However, broker non-votes, abstentions and withholding from voting, will not be treated as votes cast and, therefore, will have no effect on the outcome of Proposal One (election of our directors) and Proposal Two (the ratification of the selection of PwC as our independent public accounting firm).
Solicitation of Proxies
We will bear the cost of soliciting proxies, including preparing, assembling, printing and mailing this Proxy Statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram, via the Internet or by personal solicitation by our directors, officers or other regular employees. No additional compensation will be paid to these individuals for such services.
Availability of Proxy Statement and Annual Report on Form 10-K
Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at www.sec.gov and on our website at ir.achievelifesciences.com. We have provided to each stockholder of record as of April 10, 2024 a copy of our consolidated financial statements and related information, which are included in our Annual Report on Form 10-K for fiscal year 2023. We will mail without charge, upon written request, a copy of our Annual Report on Form 10-K for fiscal year 2023, including the consolidated financial statements, schedules and list of exhibits, and any particular exhibit specifically requested. Requests should be sent to: Achieve Life Sciences, Inc., 22722 29 th Drive SE, Suite 100, Bothell, WA 98021, Attention: Investor Relations.
6
BOARD O F DIRECTORS
General
Directors are elected at each annual stockholders meeting to hold office until the next annual meeting or until their successors are elected and have qualified. Currently, there are eight members of the Board of Directors. The following table sets forth information with respect to the directors nominated for election at the annual stockholders meeting. The ages of such persons are shown as of April 10, 2024.
|
Name |
|
Age |
|
Position |
|
Director Since |
|
John Bencich |
|
47 |
|
Director and Chief Executive Officer |
|
2020 |
|
Richard Stewart |
|
65 |
|
Director, Executive Chairman. Chairman of the Board |
|
2017 |
|
Cindy Jacobs |
|
66 |
|
Director, President and Chief Medical Officer |
|
2021 |
|
Bridget Martell |
|
58 |
|
Director, Chairperson of the Nominating and Governance Committee and Member of the Audit Committee and Compensation Committee |
|
2021 |
|
Vaughn Himes |
|
63 |
|
Director, Chairperson of the Chemistry, Manufacturing Controls Committee and Member of the Compensation Committee |
|
2022 |
|
Stuart Duty |
|
59 |
|
Director, Chairperson of the Audit Committee and Member of the Nominating and Governance Committee |
|
2023 |
|
Thomas B. King |
|
69 |
|
Lead Director and Member of the Audit Committee, Compensation Committee and Nominating and Governance Committee |
|
2023 |
|
Thomas Sellig |
|
57 |
|
Director and Member of the Audit Committee and Chemistry, Manufacturing Controls Committee |
|
2023 |
The Board of Directors held a total of six meetings during fiscal year 2023. During fiscal year 2023, each of our directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board of Directors held during the period he or she was a director; and (ii) the total number of meetings held by all committees on which the director served during the period he or she was a member.
Although we do not have a formal policy regarding attendance by directors at annual meetings of stockholders, we encourage directors to attend and, historically, most have done so. All of our directors then in office were in attendance at the 2023 annual meeting.
Pursuant to our Corporate Governance Guidelines, the Board of Directors is required to hold at least four regularly scheduled meetings each year. At least one of these meetings must include budgeting and long-term strategic planning. Each director is expected to attend no fewer than 75% of the total of all meetings of the Board of Directors and meetings of the committees on which he or she serves.
Set forth below are the names of, and information concerning, our current directors.
John Bencich has served as our Chief Executive Officer and member of the Board of Directors since September 2020. Previously, Mr. Bencich served as our Vice President and Chief Financial Officer from August 2014 to September 2017, and as our Executive Vice President and Chief Operating Officer from August 2017 to August 2020. Mr. Bencich joined us from Integrated Diagnostics, Inc., a molecular diagnostics company, where he served as Chief Financial Officer from September 2012 to August 2014. Prior to joining Integrated Diagnostics, he served as Chief Financial Officer of Allozyne, Inc. since July 2011. He served as the Vice President, Chief Financial Officer and Treasurer of Trubion Pharmaceuticals, Inc., a publicly traded biotechnology company, from November 2009 until its acquisition by Emergent BioSolutions Inc. in October 2010. Mr. Bencich served as Trubion’s Senior Director of Finance and Accounting from May 2007 through November 2009. Earlier in his career, Mr. Bencich held roles at Onyx Software Corporation, a publicly traded software company, and Ernst Young LLP an international professional services firm. Mr. Bencich received a B.A. in Accountancy from the University of San Diego and an M.B.A. from Seattle University. Mr. Bencich received his Certified Public Accountant Certification from the State of Washington and held an active license for 17 years. The determination was made that Mr. Bencich should serve on our Board of Directors based on our belief that the Board of Directors have the benefit of management’s perspective and, in particular, that of the Chief Executive Officer, as well as Mr. Bencich’s extensive financial experience.
7
Richard Stewart has served as our Executive Chairman since September 2020, and as our Chairman of the Board and a director since the consummation of the merger between OncoGenex Pharmaceuticals, Inc. and Achieve in August 2017, or the Merger. Previously, Mr. Stewart served as Chief Executive Officer from the Merger to September 2020, and was Chairman and a director of Achieve, from its founding in May 2015, through the Merger. Mr. Stewart is also a founder and has served as a director of Ricanto Limited, a pharmaceutical asset optimization company, since 2009. Mr. Stewart has been Chairman and Chief Executive Officer of Renown Pharma Limited, a central nervous system company focused on Parkinson’s disease, since 2016. Prior to Achieve, Mr. Stewart was Chairman and Chief Executive Officer of Huxley Pharmaceuticals, Inc., a single purpose central nervous system company, during 2009, prior to Huxley Pharmaceuticals, Inc.’s acquisition by BioMarin Pharmaceutical Inc. Mr. Stewart was Chief Executive Officer of Brabant Pharma Limited, a single purpose central nervous system company, from 2013 to 2014 prior to its acquisition by Zogenix Inc. He was a co-founder and Chief Executive Officer of Amarin Corporation plc, a central nervous system company focused on Parkinson’s disease and Huntington’s disease, from 2000 to 2007. Mr. Stewart was a co-founder and Chief Financial Officer, and later Chief Business Officer, of SkyePharma plc, a drug delivery company specializing in controlled release formulations, and held such positions from 1995 to 1998. Mr. Stewart holds a B.S. in Business Administration from the University of Bath. The determination was made that Mr. Stewart should serve on our Board of Directors due to his prior service on boards of directors, and extensive experience and innovations in the field of biotechnology. In addition, Mr. Stewart’s accomplishments provide the Board of Directors with in-depth product and field knowledge.
Cindy Jacobs , Ph.D., M.D., has served as our President since September 2020 and our Chief Medical Officer since August 2008, and a member of the Board of Directors since March 2021. Previously, Dr. Jacobs served as Executive Vice President and Chief Medical Officer of OncoGenex Pharmaceuticals, Inc. from September 2005 to August 2008. Dr. Jacobs is also the founder of Eagles Ridge Executive Consulting LLC., an executive consulting business operating since July 2020. From 1999 to July 2005, Dr. Jacobs served as Chief Medical Officer and Senior Vice President, Clinical Development of Corixa Corporation. Prior to 1999, Dr. Jacobs held Vice President, Clinical Research positions at two other biopharmaceutical companies. Dr. Jacobs currently serves on the Board of Directors of Pacylex Pharmaceuticals Inc. since October 2020 and HiberCell Inc. since September 2021 and previously served on the Board of Directors of Renown Pharmaceuticals Private Limited from January 2018 to October 2021. Dr. Jacobs received her Ph.D. degree in Veterinary Pathology/Microbiology from Washington State University and an M.D. degree from the University of Washington Medical School. The determination was made that Dr. Jacobs should serve on our Board of Directors based on our belief that the Board of Directors have the benefit of management’s perspective and, in particular, that of the President and Chief Medical Officer, as well as Dr. Jacob’s extensive clinical and regulatory experience and experience serving on the boards of directors of various companies.
Bridget Martell, M.A., M.D., is the Founder and Managing Partner of her consultancy practice, BAM Consultants, which she started in 2013. She previously served as President and Chief Executive Officer of the privately held biotechnology company Artizan Biosciences, Inc. from July 2021 until August of 2023. Prior to that, Dr. Martell was at Kura Oncology, Inc., a public, clinical-stage biopharmaceutical company, where she served in varied roles first as VP, Clinical Development, Acting Chief Medical Officer, and Senior Scientific Advisor from October 2017 until December 2021. She has served as the Acting Chief Medical Officer of a number of privately held early-stage biotechnology companies, including Nobias Therapeutics, Inc. from August 2020 to August 2021 and August 2023 to present, for Verseau Therapeutics, Inc. from October 2020 to September 2021, and most recently at Glycyx Therapeutics, Inc. starting in August 2023. Additionally, Dr. Martell served as Chief Medical Officer of RRD International, Inc., a privately held boutique Contract Research Organization from April 2018 to January 2020. From 2015 to 2017, Dr. Martell served as Senior Vice President, New Product Development and Chief Medical Officer at Juniper Pharmaceuticals, a publicly traded specialty pharmaceuticals company. Previous to that, Dr. Martell held leadership roles of increasing responsibility at Pfizer, Inc., a publicly traded biopharmaceutical company from 2005 to 2011. Dr. Martell currently serves as an independent director of Aligos Therapeutics Inc. and Ayala Pharmaceuticals, Inc., each a publicly traded biotechnology company, and previously served as a director of POINT Biopharma Global, Inc, a cancer treatment biotechnology company, from June 2023 until its acquisition by Eili Lilly and Company, a pharmaceutical company, in December 2023. Dr. Martell holds a B.S. in microbiology from Cornell University, an M.A. in molecular immunology from Boston University and an M.D. from the Chicago Medical School. She completed her internship and residency in internal medicine and was an internal medicine chief resident and RWJ Faculty Clinical Scholar at Yale University. Dr. Martell is board certified in both internal and addiction medicine. Dr. Martell was a Teaching Attending and Clinical Associate Professor at Yale from 2005 to 2020 and has continued her engagement at Yale as an Entrepreneur In Residence at Yale Ventures since 2017. The determination was made that Dr. Martell should serve on the Board of Directors due to her diverse background of scientific, clinical and leadership experience in the clinical development, success of numerous marketed products across multiple therapeutic categories, leadership in her operational roles, and engagement with key industry and business stakeholders in the biopharmaceutical space.
Vaughn B. Himes , Ph.D. previously served as Chief Technical Officer at Seagen, Inc., a publicly traded biotechnology company, from August 2016 to December 2023. Dr. Himes joined Seagen, Inc. as Executive Vice President, Technical Operations in April 2009 and served as Executive Vice President, Technical Operations and Process Science from July 2012 until August 2016. Previously, Dr.
8
Himes was with ZymoGenetics, Inc. from November 2005 to March 2009, most recently as Senior Vice President, Technical Operations where his responsibilities included commercial and clinical manufacturing, supply chain and logistics, quality control and process development. From March 2003 to October 2005, he was Vice President, Manufacturing at Corixa, Inc. Prior to that, he held Vice President positions in manufacturing and development at Targeted Genetics and Genovo, Inc. Dr. Himes has served on the board of directors of VBI Vaccines Inc., a publicly traded biopharmaceutical company, since April 2023. Dr. Himes received a B.A. in Chemistry from Pomona College in California and a Ph.D. in Chemical Engineering from the University of Minnesota. The determination was made that Dr. Himes should serve on our Board of Directors due to his extensive CMC and technical operations expertise, as well as his public company executive experience.
Stuart Duty was a Senior Managing Director at Guggenheim Securities, LLC, a global investment and advisory financial services firm, from June 2012 to March 2023. Previously, he served as Managing Director, Co-Head, Healthcare Investment Banking at Piper Jaffray Companies, a global investment firm, from 2007 to 2012, as the Chief Operating Officer of Oracle Partners, L.P., a private healthcare focused investment fund, from 2002 to 2007, as Managing Director, Co-Head, Healthcare Investment Banking at Piper Jaffray, Inc., an global investment bank, from 1992 to 2002, as Managing Director, Healthcare Investment Banking at Montgomery Securities, an investment bank, from 1993 to 1999 and as the Director of Business Development at Curative Technologies, Inc., a biotherapeutics company, from 1992 to 1993. Mr. Duty has served on the board of directors of Eyepoint Pharmaceuticals, Inc. since October 2023. Mr. Duty holds a B.A. in Biochemistry from Occidental College and an M.B.A from Harvard Business School. The determination was made that Mr. Duty should serve on our Board of Directors due to his extensive experience in the banking and finance industry.
Thomas B. King has served as an independent biotechnology consultant and advisor since August 2016. Mr. King has served on the board of directors of TFF Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company since December 2023, as well as on the boards of directors of other privately held biotechnology companies. Mr. King served on the board of directors of Satsuma Pharmaceuticals, Inc., a biopharmaceutical company, from September 2017 to June 2023, when it was acquired by Shin Nippon Biomedical Laboratories, Ltd. Mr. King served as a member of the board of directors of VIVUS, Inc., a pharmaceutical company, from May 2017 to December 2020, and served as interim Chief Executive Officer from December 2017 to April 2018 and interim President from April 2018 to May 2018. Previously, Mr. King served as President, Chief Executive Officer and a member of the board of directors of Alexza Pharmaceuticals, Inc., a pharmaceutical company, from June 2003 until it was acquired by Grupo Ferrer in August 2016. From October 2015 to August 2016, Mr. King also served as Chief Financial Officer and Chief Accounting Officer of Alexza Pharmaceuticals, Inc. From September 2002 to April 2003 Mr. King served as President, Chief Executive Officer and a member of the board of directors of Cognetix, Inc., a biopharmaceutical development-stage company. From January 1994 to February 2001, Mr. King held various senior executive positions at Anesta Corporation, a pharmaceutical company, including President and Chief Operating Officer from January 1995 to January 1997 and President and Chief Executive Officer from January 1997 to October 2000. Mr. King received a B.A. in chemistry from McPherson College and an M.B.A. from the University of Kansas Graduate School of Business. The determination was made that Mr. King should serve on our Board of Directors due to his extensive leadership experience in the pharmaceutical and biopharmaceutical industry, including experience with small and large development stage pharmaceutical companies, and his experience on the boards of directors of both public and private companies.
Thomas Sellig has served as the Chief Executive Officer of Adare Pharmaceuticals, Inc., a global technology-driven Contract Development and Manufacturing Organization since January 2022. From July 2019 to October 2021, Mr. Sellig served as Chief Executive Officer of LabConnect, Inc., a clinical trial laboratory services organization. Prior to LabConnect, Inc., Mr. Sellig was Chief Commercial Officer at PSKW, LLC (doing business as ConnectiveRx) from September 2018 to July 2019. From November 2017 to August 2017, Mr. Sellig was Senior Vice President of Global Sales at Patheon N.V., and continued to serve as Senior Vice President of Global Sales at Themo Fisher Scientific Inc. following its acquisition of Patheon N.V. in August 2017. Previously, he served as the Global Vice President of Sales and Client Services from 2011 to 2014, and as the Vice President of Strategic Partnering/ Alliance Management from 2007 to 2011 at Covance, the drug development business of Laboratory Corporation of America Holdings, a contract research organization. Early in his career, Mr. Sellig had a variety of sales and marketing leadership roles at Procter Gamble Company, a multinational consumer goods company, Wyeth, LLC (formerly American Home Products), a pharmaceutical company, and Ascent Pediatrics, Inc., a drug development company. Mr. Sellig received his B.A. in Economics from Vanderbilt University and an M.B.A. from New York University. The determination was made that Mr. Sellig should serve on our Board of Directors due to his global extensive experience in the life sciences and pharmaceutical services industries.
Each of the standing committees of our Board of Directors has diverse representation. In addition, on our Board of Directors there are two directors who hold medical doctorates, two directors who holds a doctorate in scientific fields and four directors who hold a master’s degree in business administration. The table below provides certain highlights of the composition of our Board of Directors as of the date of this Proxy Statement, as reported by our directors. Each of the categories listed in the table below has the meaning set forth in The Nasdaq Stock Market LLC, or Nasdaq, Rule 5605(f).
9
Board Diversity Matrix (as of April 10, 2024)
|
Board Size: |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Total Number of Directors: 8 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
Female |
|
Male |
|
Non-Binary |
|
Gender
|
||||||||||||||||||||||||
|
Gender: |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Number of Directors Based on Gender Identity |
|
2 |
|
5 |
|
|
|
1 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Number of Directors Who Identify in Any of the Categories Below: |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
White |
|
2 |
|
5 |
|
|
|
|
||||||||||||||||||||||||
|
Demographic Background Undisclosed |
|
|
|
|
|
|
|
1 |
||||||||||||||||||||||||
|
|
|
Chairperson |
|
|
Other Members |
|
||
|
Audit Committee |
|
$ |
15,000 |
|
|
$ |
7,500 |
|
|
Compensation Committee |
|
$ |
10,000 |
|
|
$ |
5,000 |
|
|
Nominating and Governance Committee |
|
$ |
7,500 |
|
|
$ |
3,500 |
|
|
Chemistry, Manufacturing and Controls Committee |
|
$ |
12,500 |
|
|
$ |
6,000 |
|
Director Compensation Paid for 2023
The following table summarizes all compensation paid or awarded to non-employee directors who served during 2023 as compensation for board service during the 2023 fiscal year. Messrs. Duty, King and Sellig were appointed to our Board of Directors in March 2023 and Donald Joseph, Martin Mattingly and Jay Moyes did not stand for re-election at the 2023 annual meeting of stockholders.
|
|
|
Fees Earned or
|
|
|
Option Awards |
|
|
Total |
|
|||||||||||||||||||||||
|
Name |
|
($) |
|
|
($) (1)(2) |
|
|
($) |
|
|||||||||||||||||||||||
|
Stuart Duty |
|
|
40,778 |
|
|
|
229,820 |
|
|
|
270,598 |
|
||||||||||||||||||||
|
Vaughn Himes |
|
|
55,319 |
|
|
|
140,496 |
|
|
|
195,815 |
|
||||||||||||||||||||
|
Donald Joseph (3) |
|
|
34,889 |
|
|
— |
|
|
|
34,889 |
|
|||||||||||||||||||||
|
Thomas B. King |
|
|
51,531 |
|
|
|
229,820 |
|
|
|
281,351 |
|
||||||||||||||||||||
|
Bridget Martell |
|
|
58,255 |
|
|
|
140,496 |
|
|
|
198,751 |
|
||||||||||||||||||||
|
Martin Mattingly (3) |
|
|
26,602 |
|
|
— |
|
|
|
26,602 |
|
|||||||||||||||||||||
|
Jay Moyes (3) |
|
|
25,512 |
|
|
— |
|
|
|
25,512 |
|
|||||||||||||||||||||
|
Thomas Sellig |
|
|
39,929 |
|
|
|
229,820 |
|
|
|
269,749 |
|
||||||||||||||||||||
|
Fee Category |
|
Fiscal
|
|
|
|
Fiscal
|
|
|
||||||||||||||||||||||||
|
Audit Fees |
|
$ |
194,435 |
|
(2) |
|
$ |
176,784 |
|
(2) |
||||||||||||||||||||||
|
Audit-Related Fees |
|
$ |
81,655 |
|
|
|
$ |
60,846 |
|
|
||||||||||||||||||||||
|
Tax Fees |
|
|
— |
|
|
|
|
— |
|
|
||||||||||||||||||||||
|
All Other Fees |
|
|
— |
|
|
|
|
— |
|
|
||||||||||||||||||||||
|
Total Fees |
|
$ |
276,090 |
|
|
|
$ |
237,630 |
|
|
||||||||||||||||||||||
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR independent registered public accounting firm FOR THE YEAR ENDING DECEMBER 31, 2024. |
20
EXEC UTIVE OFFICERS
The following table provides information regarding our current executive officers as of April 10, 2024.
|
Name |
|
Age |
|
Position With the Company |
|
John Bencich |
|
47 |
|
Chief Executive Officer |
|
Richard Stewart |
|
65 |
|
Executive Chairman |
|
Cindy Jacobs |
|
66 |
|
President and Chief Medical Officer |
|
Jerry Wan |
|
42 |
|
Principal Accounting Officer |
Following is the biography of Jerry Wan. The biographies of Mr. Bencich, Mr. Stewart and Dr. Jacobs are located above under the heading “Board of Directors—General.”
Jerry Wan has served as our Principal Accounting Officer since September 2020 and served as our Senior Director, Accounting Operations since June 2018. He previously served as our Director, Accounting Operations from August 2017 to June 2018 and as the Director, Accounting Operations of OncoGenex Pharmaceuticals, Inc. from July 2014 to August 2017. From July 2012 to July 2014, Mr. Wan served as OncoGenex’s Senior Manager, Finance and Accounting and, from October 2011 to July 2012, as its Manager, Financial Reporting and Analysis. Prior to joining OncoGenex, Mr. Wan served as Manager, Management Reporting at Gateway Casinos and Entertainment Limited from 2010 to 2011. From 2006 to 2010, Mr. Wan was an employee of PricewaterhouseCoopers LLP, an international professional services firm, where he last served as Manager, Audit and Assurance Group. Mr. Wan received his Bachelor of Commerce in Accounting from The University of British Columbia and a Chartered Accountant Designation from the Canadian Institute of Chartered Accountants.
21
EXEC UTIVE COMPENSATION
During fiscal year 2023, our named executive officers and their respective positions were as follows: John Bencich, Chief Executive Officer; Richard Stewart, Executive Chairman; and Cindy Jacobs, Ph.D., M.D., President and Chief Medical Officer.
Mr. Bencich, Dr. Jacobs and Mr. Stewart are referred to as our named executive officers for purposes of this Proxy Statement.
Summary Compensation Table
The following table sets forth information regarding the compensation of our Named Executive Officers for each of the fiscal years ended December 31, 2023 and 2022. The components of the compensation reported in the Summary Compensation Table are described below.
|
Name and
|
|
Year |
|
Salary
|
|
|
Stock Awards
|
|
|
Option Awards
|
|
|
Non-Equity
|
|
|
Total
|
|
|||||||||||||||
|
John Bencich, |
|
2023 |
|
|
530,000 |
|
|
|
490,000 |
|
|
|
426,207 |
|
|
|
251,750 |
|
|
|
1,697,957 |
|
||||||||||
|
Chief Executive Officer |
|
2022 |
|
|
510,000 |
|
|
|
413,000 |
|
|
|
358,670 |
|
|
|
223,125 |
|
|
|
1,504,795 |
|
||||||||||
|
Richard Stewart, |
|
2023 |
|
|
450,000 |
|
(4) |
|
367,500 |
|
|
|
319,655 |
|
|
|
213,750 |
|
|
|
1,350,905 |
|
||||||||||
|
Executive Chairman |
|
2022 |
|
|
400,000 |
|
|
|
371,700 |
|
|
|
322,803 |
|
|
|
175,000 |
|
|
|
1,269,503 |
|
||||||||||
|
Cindy Jacobs, |
|
2023 |
|
|
473,000 |
|
|
|
294,000 |
|
|
|
255,724 |
|
|
|
179,740 |
|
|
|
1,202,464 |
|
||||||||||
|
President and Chief Medical Officer |
|
2022 |
|
|
455,000 |
|
|
|
268,450 |
|
|
|
233,135 |
|
|
|
159,250 |
|
|
|
1,115,835 |
|
||||||||||
|
|
|
OPTION AWARDS |
|
|
STOCK AWARDS |
|
||||||||||||||||||||||||||
|
Name |
|
Number of
|
|
|
Number of
|
|
|
Option
|
|
|
Option
|
|
|
Number of
|
|
|
Market Value
|
|
|
Number of
|
|
|
Market Value
|
|
||||||||
|
John Bencich, |
|
|
18 |
|
|
|
— |
|
|
|
6,974.00 |
|
|
08/12/24 |
|
(1) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Chief Executive |
|
|
11 |
|
|
|
— |
|
|
|
4,092.00 |
|
|
05/19/25 |
|
(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Officer |
|
|
1,370 |
|
|
|
— |
|
|
|
578.00 |
|
|
08/01/27 |
|
(3) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
1,250 |
|
|
|
— |
|
|
|
67.40 |
|
|
07/26/28 |
|
(4) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
2,500 |
|
|
|
— |
|
|
|
51.20 |
|
|
09/20/28 |
|
(5) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
1,500 |
|
|
|
— |
|
|
|
28.40 |
|
|
01/29/29 |
|
(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
500 |
|
|
|
— |
|
|
|
28.40 |
|
|
01/29/29 |
|
(7) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
9,792 |
|
|
|
208 |
|
|
|
11.20 |
|
|
01/28/30 |
|
(8) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
20,000 |
|
|
|
— |
|
|
|
10.36 |
|
|
11/16/30 |
|
(9) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
43,750 |
|
|
|
16,250 |
|
|
|
13.09 |
|
|
01/26/31 |
|
(10) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
31,944 |
|
|
|
18,056 |
|
|
|
8.26 |
|
|
01/03/32 |
|
(11) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
100,000 |
|
|
|
4.90 |
|
|
01/25/33 |
|
(12) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,000 |
|
(13) |
|
103,000 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
100,000 |
|
(14) |
|
412,000 |
|
|
|
— |
|
|
|
— |
|
|
Richard Stewart, |
|
|
2,600 |
|
|
— |
|
|
|
67.40 |
|
|
07/26/28 |
|
(4) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
|
Executive |
|
|
5,050 |
|
|
|
— |
|
|
|
51.20 |
|
|
09/20/28 |
|
(5) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Chairman |
|
|
3,750 |
|
|
|
— |
|
|
|
28.40 |
|
|
01/29/29 |
|
(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
1,250 |
|
|
|
— |
|
|
|
28.40 |
|
|
01/29/29 |
|
(7) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
22,032 |
|
|
|
468 |
|
|
|
11.20 |
|
|
01/28/30 |
|
(8) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
15,000 |
|
|
— |
|
|
|
10.36 |
|
|
11/16/30 |
|
(9) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
|
|
|
|
36,458 |
|
|
|
13,542 |
|
|
|
13.09 |
|
|
01/26/31 |
|
(10) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
28,750 |
|
|
|
16,250 |
|
|
|
8.26 |
|
|
01/03/32 |
|
(11) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
75,000 |
|
|
|
4.90 |
|
|
01/25/33 |
|
(12) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
22,500 |
|
(13) |
|
92,700 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
75,000 |
|
(14) |
|
309,000 |
|
|
|
— |
|
|
|
— |
|
|
Cindy Jacobs, |
|
|
11 |
|
|
|
— |
|
|
|
25,938.00 |
|
|
03/14/24 |
|
(15) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
President and |
|
|
17 |
|
|
|
— |
|
|
|
4,092.00 |
|
|
05/19/25 |
|
(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Chief Medical |
|
|
1,370 |
|
|
|
— |
|
|
|
578.00 |
|
|
08/01/27 |
|
(3) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
Officer |
|
|
1,000 |
|
|
|
— |
|
|
|
67.40 |
|
|
07/26/28 |
|
(4) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
1,850 |
|
|
|
— |
|
|
|
51.20 |
|
|
09/20/28 |
|
(5) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
1,500 |
|
|
|
— |
|
|
|
28.40 |
|
|
01/29/29 |
|
(6) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
500 |
|
|
|
— |
|
|
|
28.40 |
|
|
01/29/29 |
|
(7) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
9,792 |
|
|
|
208 |
|
|
|
11.20 |
|
|
01/28/30 |
|
(8) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
12,000 |
|
|
|
— |
|
|
|
10.36 |
|
|
11/16/30 |
|
(9) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
21,875 |
|
|
|
8,125 |
|
|
|
13.09 |
|
|
01/26/31 |
|
(10) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
20,764 |
|
|
|
11,736 |
|
|
|
8.26 |
|
|
01/03/32 |
|
(11) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
60,000 |
|
|
|
4.90 |
|
|
01/25/33 |
|
(12) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,250 |
|
(13) |
|
66,950 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
60,000 |
|
(14) |
|
247,200 |
|
|
|
— |
|
|
|
— |
|
|
Year |
|
Summary
|
|
|
Compensation
|
|
|
Average Summary
|
|
|
Average
|
|
|
Value of Initial
|
|
|
Net
|
|
||||||
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
||||||
|
2023 |
|
$ |
1,697,957 |
|
|
$ |
1,635,000 |
|
|
$ |
1,276,685 |
|
|
$ |
1,236,370 |
|
|
$ |
50.86 |
|
|
$ |
(29,815,000 |
) |
|
2022 |
|
$ |
1,504,795 |
|
|
$ |
1,069,416 |
|
|
$ |
1,192,669 |
|
|
$ |
861,361 |
|
|
$ |
30.25 |
|
|
$ |
(42,350,000 |
) |
|
2021 |
|
$ |
1,611,883 |
|
|
$ |
1,387,673 |
|
|
$ |
1,194,763 |
|
|
$ |
1,044,198 |
|
|
$ |
96.05 |
|
|
$ |
(33,152,000 |
) |
|
Year |
|
Summary
|
|
|
Exclusion of
|
|
|
Inclusion of
|
|
|
Compensation
|
|
||||||||||||
|
2023 |
|
$ |
1,697,957 |
|
|
$ |
(916,207 |
) |
|
$ |
853,250 |
|
|
$ |
1,635,000 |
|
||||||||
|
2022 |
|
$ |
1,504,795 |
|
|
$ |
(771,670 |
) |
|
$ |
336,291 |
|
|
$ |
1,069,416 |
|
||||||||
|
2021 |
|
$ |
1,611,883 |
|
|
$ |
(844,633 |
) |
|
$ |
620,423 |
|
|
$ |
1,387,673 |
|
||||||||
|
Year |
|
Average Summary
|
|
|
Average Exclusion
|
|
|
Average Inclusion
|
|
|
Average Compensation
|
|
||||||||||||
|
2023 |
|
$ |
1,276,685 |
|
|
$ |
(618,440 |
) |
|
$ |
578,125 |
|
|
$ |
1,236,370 |
|
||||||||
|
2022 |
|
$ |
1,192,669 |
|
|
$ |
(598,044 |
) |
|
$ |
266,736 |
|
|
$ |
861,361 |
|
||||||||
|
2021 |
|
$ |
1,194,763 |
|
|
$ |
(530,363 |
) |
|
$ |
379,798 |
|
|
$ |
1,044,198 |
|
||||||||
|
Year |
|
Year-End Fair
|
|
|
Change in Fair
|
|
|
Vesting-Date
|
|
|
Change in Fair
|
|
|
Fair Value at
|
|
|
Total -
|
|
||||||
|
2023 |
|
$ |
740,911 |
|
|
$ |
(8,318 |
) |
|
$ |
— |
|
|
$ |
120,657 |
|
|
$ |
— |
|
|
$ |
853,250 |
|
|
2022 |
|
$ |
413,664 |
|
|
$ |
(89,088 |
) |
|
$ |
— |
|
|
$ |
11,716 |
|
|
$ |
— |
|
|
$ |
336,291 |
|
|
2021 |
|
$ |
687,911 |
|
|
$ |
(63,630 |
) |
|
$ |
— |
|
|
$ |
(3,858 |
) |
|
$ |
— |
|
|
$ |
620,423 |
|
|
Year |
|
Average Year-
|
|
|
Average
|
|
|
Average Vesting-
|
|
|
Average Change
|
|
|
Average Fair
|
|
|
Total - Average
|
|
||||||
|
2023 |
|
$ |
500,115 |
|
|
$ |
(3,409 |
) |
|
$ |
— |
|
|
$ |
81,419 |
|
|
$ |
— |
|
|
$ |
578,125 |
|
|
2022 |
|
$ |
320,590 |
|
|
$ |
(57,034 |
) |
|
$ |
— |
|
|
$ |
3,180 |
|
|
$ |
— |
|
|
$ |
266,736 |
|
|
2021 |
|
$ |
439,257 |
|
|
$ |
(53,472 |
) |
|
$ |
— |
|
|
$ |
(5,988 |
) |
|
$ |
— |
|
|
$ |
379,798 |
|
|
Name of Beneficial Owner |
|
Amount and
|
|
|
Percent of
|
|
||
|
5% or Greater Stockholders: |
|
|
|
|
|
|
||
|
Franklin Resources, Inc. (1) |
|
|
4,365,755 |
|
|
|
12 |
|
|
Patrick J. Callahan III (2) |
|
|
2,167,439 |
|
|
|
6 |
|
|
Dialectic Capital Management, LP (3) |
|
|
3,538,093 |
|
|
|
10 |
|
|
Contrarian Achieve SPV LP (4) |
|
|
1,978,377 |
|
|
|
5 |
|
|
Named Executive Officers and Directors: |
|
|
|
|
|
|
||
|
John Bencich (5) |
|
|
273,595 |
|
|
* |
|
|
|
Richard Stewart (6) |
|
|
223,642 |
|
|
* |
|
|
|
Cindy Jacobs (7) |
|
|
140,596 |
|
|
* |
|
|
|
Bridget Martell (8) |
|
|
8,481 |
|
|
* |
|
|
|
Vaughn Himes (9) |
|
|
36,267 |
|
|
* |
|
|
|
Stuart Duty (10) |
|
|
18,375 |
|
|
* |
|
|
|
Thomas B. King (11) |
|
|
18,375 |
|
|
* |
|
|
|
Thomas Sellig (12) |
|
|
18,375 |
|
|
* |
|
|
|
All current officers and directors as a group (9 persons) (13) |
|
|
824,788 |
|
|
|
2 |
|
