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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant |
Filed by a party other than the Registrant |
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Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under § 240.14a-12
ATYR PHARMA, 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
aTyr Pharma, Inc.
10240 Sorrento Valley Road, Suite #300
San Diego, CA 92121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 22, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “Annual Meeting”) of aTyr Pharma, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on Wednesday, May 22, 2024 at 9:00 a.m. Pacific Time at the Company’s corporate headquarters located at 10240 Sorrento Valley Road, San Diego, CA 92121. The Annual Meeting is being held for the following purposes:
1. To elect two Class III directors, as nominated by the Company’s Board of Directors (the “Board of Directors”), to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified;
2. To ratify the appointment of Ernst Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024;
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers;
4. To approve an amendment to the aTyr Pharma, Inc. 2015 Stock Option and Incentive Plan, as amended;
5. To approve the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4; and
6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
These items of business are more fully described in the proxy statement for our Annual Meeting (“Proxy Statement”) accompanying this Notice of Annual Meeting of Stockholders. On or about April 5, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, which include the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“Annual Report”), in lieu of mailing printed copies. The Notice of Internet Availability of Proxy Materials provides instructions on how to vote online or by telephone and how to request a paper copy of your proxy materials by mail.
Proposal 1 relates solely to the election of two Class III directors nominated by the Board of Directors and does not include any other matters relating to the election of directors, including without limitation, the election of directors nominated by any stockholder of the Company.
The Board of Directors has fixed the close of business on Monday, March 25, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting in person, in order to ensure your representation at the Annual Meeting, you are requested to vote over the telephone or the internet as instructed in the Notice of Internet Availability of Proxy Materials that you will receive in the mail, or to complete, date, sign and return a proxy card if one is mailed to you. You may request a paper proxy card at any time on or before the Annual Meeting to submit your vote by mail; however, your shares will only be voted as directed in your proxy card if the proxy card is received by us prior to the Annual Meeting. If you attend the Annual Meeting and file with the Secretary of the Company an instrument revoking your proxy or a duly executed proxy bearing a later date, your proxy will not be used. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
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By Order of the Board of Directors |
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aTyr Pharma, Inc. |
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Sanjay S. Shukla, M.D., M.S. |
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President and Chief Executive Officer |
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San Diego, California |
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April 5, 2024
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Proposal |
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Vote Required |
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Discretionary Voting Permitted? |
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1. Election of Directors |
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Plurality |
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No |
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2. Ratification of Ernst Young LLP |
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Majority Cast |
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Yes (1) |
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3. Advisory Approval of the Compensation of the Company’s Named Executive Officers |
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Majority Cast |
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No |
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4. Approval of Amendment to 2015 Stock Plan |
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Majority Cast |
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No |
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5. Approval of the Authorization to Adjourn the Annual Meeting, if Necessary |
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Majority Cast |
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No |
“Discretionary Voting Permitted” means that brokers will have discretionary voting authority with respect to shares held in street name for their clients, even if the broker does not receive voting instructions from their client.
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“Majority Cast” means a majority of the votes properly cast for or against such matter.
“Majority Outstanding ” means a majority of the shares of common stock outstanding and entitled to vote on the matter.
“Plurality” means a plurality of the votes properly cast on such matter. For the election of directors, the two nominees receiving the most “FOR” votes will be elected as directors.
The vote required and method of calculation for the proposals to be considered at the Annual Meeting are as follows:
Proposal 1—Election of Directors. If a quorum is present, the director nominees named in this Proxy Statement receiving the highest number of votes “FOR” will be elected as directors. You may vote “FOR” or “WITHHOLD” on each of the nominees. Withheld votes and broker non-votes will have no effect on the outcome of the election of the directors. The NYSE has advised us that Proposal 1 is considered not to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, we expect that your broker may not vote on this proposal, and those votes will be counted as “broker non-votes.”
Proposal 2—Ratification of Ernst Young LLP as Independent Registered Public Accounting Firm. Approval of this proposal requires the affirmative vote of a majority of the votes properly cast “FOR” or “AGAINST” such matter. Broker non-votes and abstentions will not be counted as votes properly cast with respect to such matter, and will have no effect on the proposal. The NYSE has advised us that Proposal 2 is considered to be a discretionary item, and your broker, bank or other nominee will be able to vote on this proposal even if it does not receive instructions from you, so we do not anticipate any broker non-votes in connection with Proposal 2.
Proposal 3—Advisory Approval of the Compensation of the Company’s Named Executive Officers . Approval of this proposal requires the affirmative vote of a majority of the votes properly cast “FOR” or “AGAINST” such matter. Broker non-votes and abstentions will not be counted as votes properly cast with respect to such matter, and will have no effect on the proposal. The NYSE has advised us that Proposal 3 is considered not to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, we expect that your broker may not vote on this proposal, and those votes will be counted as “broker non-votes.”
Proposal 4—Approval of Amendment to the 2015 Stock Plan. Approval of this proposal requires the affirmative vote of a majority of the votes properly cast “FOR” or “AGAINST” such matter. Broker non-votes and abstentions will not be counted as votes properly cast with respect to such matter, and will have no effect on the proposal. The NYSE has advised us that Proposal 4 is considered not to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, we expect that your broker may not vote on this proposal, and those votes will be counted as “broker non-votes.”
Proposal 5—Approval of the Authorization to Adjourn the Annual Meeting, if Necessary . Approval of this proposal requires the affirmative vote of a majority of the votes properly cast “FOR” or “AGAINST” such matter. Broker non-votes and abstentions will not be counted as votes properly cast with respect to such matter, and will have no effect on the proposal. The NYSE has advised us that Proposal 5 is considered not to be a discretionary item, so if you do not instruct your broker how to vote with respect to this proposal, we expect that your broker may not vote on this proposal, and those votes will be counted as “broker non-votes.”
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 67,940,841 shares outstanding and entitled to vote. Thus, the holders of 33,970,421 shares must be present in person or represented by proxy at the meeting to have a quorum.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting or represented by proxy or the presiding officer may adjourn the meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results
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are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8‑K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
FORWARD-LOOKING STATEMENTS
This proxy statement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, relating to future events, including, without limitation, our beliefs regarding whether NYSE will determine the proposals in this proxy statement to be “routine” or “non-routine” and the existence of “broker non-votes” as a result of such determinations. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions. For a nonexclusive list of major factors which could cause the actual results to differ materially from the predicted results in the forward-looking statements, please refer to the “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 14, 2024 and in our subsequently filed periodic and current reports on Form 10-Q and Form 8-K.
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PROPOS AL 1
ELECTION OF DIRECTORS
General
Our Restated Certificate of Incorporation provides for a board of directors that is divided into three classes, each with a staggered, three-year term. The term of the Class III directors will expire at the Annual Meeting, and each of our Class III directors will stand for re-election at the Annual Meeting. Our Board of Directors is currently comprised of seven members. If the Class III director nominees are re-elected at the Annual Meeting, the composition of our Board of Directors will be as follows: Class I— Mr. John K. Clarke, Dr. Paul Schimmel and Dr. Sara L. Zaknoen; Class II— Mr. Timothy P. Coughlin and Dr. Jane A. Gross; and Class III— Dr. Svetlana Lucas and Dr. Sanjay S. Shukla.
In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the Class III director nominees designated below to serve until the 2027 annual meeting of stockholders and until their successors shall have been duly elected and qualified. Each nominee is currently a director. Our Board of Directors expects that each nominee will be available to serve as a director, but if any such nominee should become unavailable or unwilling to stand for election, it is intended that the shares represented by the proxy will be voted for such substitute nominee as may be designated by the Board of Directors. The biographies of our directors and their ages as of March 1, 2024 are set forth below.
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Age |
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Position |
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Sanjay S. Shukla, M.D., M.S. |
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52 |
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President, Chief Executive Officer and Director |
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Timothy P. Coughlin (1)(2) |
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57 |
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Chairman of the Board |
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John K. Clarke (1)(3) |
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70 |
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Director |
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Jane A. Gross, Ph.D. (2) |
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67 |
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Director |
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Svetlana Lucas, Ph.D. (1)(3) |
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52 |
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Director |
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Paul Schimmel, Ph.D. |
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83 |
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Director |
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Sara L. Zaknoen, M.D. (2)(3) |
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65 |
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Director |
Nominees for Director
Class III:
The two individuals listed below are nominated for election as Class III directors to serve a three-year term expiring at the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. Dr. Lucas and Dr. Shukla were previously elected by the stockholders.
Svetlana Lucas, Ph.D. has served as a director since June 2019. Dr. Lucas currently serves as Chief Business Officer at Scribe Therapeutics, a private biotechnology company. Prior to her current role, she served as Senior Vice President, Business Development at Tizona Therapeutics, Inc. (“Tizona”), a clinical stage immunotherapy company, where she was responsible for the company’s business development strategy and transactions, including a global strategic collaboration with AbbVie Inc. (“AbbVie”). Before joining Tizona, Dr. Lucas was Head of Oncology and Inflammation External RD at Amgen Inc. (“Amgen”), where she oversaw business development activities, including Amgen’s strategic cancer immunotherapy research collaboration and licensing agreement with Kite Pharma, and collaborated with Amgen Ventures on several investments in oncology and inflammation. Dr. Lucas joined Amgen following the acquisition of Onyx Pharmaceuticals, Inc. (“Onyx”), where she spearheaded the company’s oncology partnering strategy and due diligence of new opportunities. Prior to Onyx, she held positions of increasing responsibility in strategy, business development and strategic marketing at Amgen, PDL BioPharma/Facet Biotech (acquired by AbbVie), and XOMA Corporation. She began her career as a strategy consultant in the Life Sciences practice of McKinsey Company, Inc. Dr. Lucas received her Ph.D. in Molecular Biology and Biochemistry from California Institute of Technology, and an undergraduate degree in Biology from Moscow State University. Our Board of Directors believes that Dr. Lucas is qualified to serve on our Board of Directors due to her extensive business development experience in the biotherapeutics industry.
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Sanjay S. Shukla, M.D., M.S. has served as our President and Chief Executive Officer and as a director since November 2017. Dr. Shukla served as our Chief Medical Officer from March 2016 to November 2017. From April 2015 to March 2016, Dr. Shukla worked in an advisory capacity for a number of companies, including as a consultant to our company from January 2016 to March 2016. Prior to that, from October 2012 to April 2015, Dr. Shukla served as Vice President and Global Head of Integrated Medical Services for Novartis, a biopharmaceutical company, where he led global medical affairs operations, with oversight for all pharma general medicines therapies, both inline and in development. Dr. Shukla served as Chief Executive Officer of RXMD, a clinical development consultancy that assisted in advancing proof of concept for early stage drug candidates, from April 2009 to September 2012. Prior to that, Dr. Shukla served in a variety of clinical development, data analytics and drug safety roles at Vifor Pharma, a biopharmaceutical company, and Aspreva Pharmaceuticals (acquired by Vifor Pharma). Dr. Shukla received his M.D. from Howard University College of Medicine and his Bachelors of Science in microbiology and Master of Science in epidemiology and biostatistics from the University of Maryland. Our Board of Directors believes that Dr. Shukla is qualified to serve on our Board of Directors due to his experience as our Chief Executive Officer and previously as our Chief Medical Officer, as well as his medical background, experience in the life science industry and his leadership experience.
Continuing Directors:
Class I: Currently Serving Until the 2025 Annual Meeting
John K. Clarke has served as a director since September 2005, and served as Chairman of our Board of Directors from September 2005 to March 2024. Mr. Clarke is Managing Partner of Cardinal Partners, a venture capital firm focused on healthcare investing. He co-founded Cardinal Partners in 1997 and has served as President of CHP Management, Inc. since that time. He has also served as a director for several biotechnology and biopharmaceutical companies including Alnylam Pharmaceuticals, Inc., Momenta Pharmaceuticals, Inc., Verastem, Inc., Vividion Therapeutics, Inc. (acquired by Bayer AG) and Sirtris Pharmaceuticals, Inc. (acquired by GlaxoSmithKline); healthcare information technology companies, including TechRx Technology Services Corporation (acquired by NDCHealth) and Visicu, Inc. (acquired by Phillips Electronics); and a privately held biopharmaceutical company, Rib-X Pharmaceuticals Inc. Mr. Clarke holds an A.B. in economics and biology from Harvard University and an M.B.A. from the Wharton School at the University of Pennsylvania. Our Board of Directors believes Mr. Clarke is qualified to serve on our Board of Directors due to his extensive experience within the field of drug discovery and development and his broad leadership experience on various public and private company boards.
Paul Schimmel, Ph.D . has served as a director since September 2005. Dr. Schimmel is currently a director of several private companies. He was a cofounder of Repligen Corporation, Alkermes, Inc., Cubist Pharmaceuticals, Sirtris Pharmaceuticals, and Alnylam Pharmaceuticals, Inc., and a founding Director of Momenta, Inc. Dr. Schimmel is a Professor of Molecular Medicine and of Chemistry at Scripps Research. He was formerly the John D. and Catherine T. MacArthur Professor of Biochemistry and Biophysics in the Department of Biology at the Massachusetts Institute of Technology. Dr. Schimmel holds a B.A. from Ohio Wesleyan University and a Ph.D. in biochemistry and biophysics from the Massachusetts Institute of Technology. He is an elected member of the National Academy of Sciences, the National Academy of Medicine, the National Academy of Inventors, the American Philosophical Society and the American Academy of Arts and Sciences. Our Board of Directors believes Dr. Schimmel is qualified to serve on our Board of Directors due to his role as one of our scientific founders and his discoveries and scientific leadership in the field of tRNA synthetase biology and other areas important to the development of therapeutics.
Sara L. Zaknoen, M.D . has served as a director since May 2021. Since June 2014, through her company, Zed Strategic Consulting, Dr. Zaknoen has worked as a clinical drug development consultant with large pharmaceutical and biotechnology companies across multiple disease indications. Previously, Dr. Zaknoen held Chief Medical Officer positions at several biotechnology companies, including Ignyta, Inc., Polynoma LLC, Tragara Pharmaceuticals, Inc. and Cabrellis Pharmaceuticals Corporation. Prior to that, Dr. Zaknoen served as Executive Director of Phase 2/3 Clinical Oncology Research at Novartis Pharmaceutical Corporation, where she provided oversight for a number of important marketed therapies, such as Gleevec®, Tasigna® and Exiade®. This included supervising the execution of clinical studies, including registrational trials, and involvement with new drug applications and label expansion activities. As Director of Clinical Oncology Research at Schering-Plough (now Merck) she was the lead physician on the Temodar® program, supporting its approval and launch. Additional professional experience includes: Assistant Professor of Medicine at the University of Cincinnati Medical Center; Director of Experimental Therapeutics at the Western Pennsylvania Hospital, Western Pennsylvania Cancer Institute; and Medical Staff Fellow at the National Cancer Institute. Dr. Zaknoen completed her residency, internship and fellowship in hematology/oncology at the University of Minnesota. She received her M.D. from Indiana University School of Medicine and her B.S. in chemistry and biology from Valparaiso University. Our Board of Directors believes that Dr. Zaknoen is qualified
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to serve on our Board of Directors due to her extensive experience in clinical research, her medical background and her experience in the biotherapeutics industry.
Class II: Currently Serving Until the 2026 Annual Meeting
Timothy P. Coughlin has served as a director since April 2017, and as Chairman of our Board of Directors since March 2024. Mr. Coughlin is the former Chief Financial Officer of Neurocrine Biosciences, Inc. (“Neurocrine”), a biopharmaceutical company that has received U.S. Food and Drug Administration approval for INGREZZA (valbenazine) and ORILISSA (elagolix), both of which were discovered and developed during his tenure at Neurocrine from 2002 to 2018. Prior to joining Neurocrine, he was with Catholic Health Initiatives, a nationwide integrated healthcare delivery system, where he served as Vice President, Financial Services. Mr. Coughlin also served as a Senior Manager in the Health Sciences practice of Ernst Young LLP and its predecessors from 1989 to 1999. Mr. Coughlin serves on the board of directors of Travere Therapeutics, Inc. and Fate Therapeutics, Inc., both biotechnology companies. He also served on the board of directors of Peloton Therapeutics prior to its sale to Merck Co in 2019. Mr. Coughlin holds a master’s degree in international business from San Diego State University and a bachelor’s degree in accounting from Temple University. Mr. Coughlin is a certified public accountant in both California and Pennsylvania. Our Board of Directors believes that Mr. Coughlin is qualified to serve on our Board of Directors due to his extensive background in financial and accounting matters for public companies, his experience overseeing information technology functions, his experience in the life science industry and his years of business and leadership experience.
Jane A. Gross, Ph.D. has served as a director since June 2019. Dr. Gross served as the Chief Scientific Officer and Senior Vice President of Research and Development at Aptevo Therapeutics Inc. (“Aptevo”) from September 2016 to September 2021. She currently serves as a consultant to, and on the scientific advisory boards of several biotechnology companies developing drugs for autoimmune, inflammatory and oncology therapeutics. At Aptevo, Dr. Gross led the discovery of novel protein therapeutics based on the ADAPTIR™ and ADAPTIR-FLEX™ platform technologies focusing on development of therapeutics based on immuno-oncology, leading research efforts in molecular biology and protein engineering, immunology, protein and cell sciences, pharmacology, and translational research. Prior to joining Aptevo, Dr. Gross served as Vice President, Applied Research and Non-Clinical Development at Emergent BioSolutions Inc. and Vice President, Immunology Research at ZymoGenetics, Inc., where she led efforts in discovery and development of therapeutics from novel genes. Dr. Gross serves on the board of directors of BriaCell Therapeutics Corp., a biotechnology company. Dr. Gross holds a Ph.D. in Immunology from the University of California, Berkeley under Jim Allison (2018 recipient of the Nobel Prize in Physiology and Medicine) and a Post-Doctoral Fellowship from the University of Washington in Immunology. Our Board of Directors believes that Dr. Gross is qualified to serve on our Board of Directors due to her extensive experience in the biotherapeutics industry and her expertise in immunology and oncology.
Independence of the Board of Directors
Our Board of Directors has affirmatively determined that each of our directors, except for Dr. Shukla, are independent, as determined in accordance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) and the SEC. In making this independence determination, the Board of Directors considered the relationships that each non-employee director has with us and with the holders of greater than 5% of our common stock, and all other facts and circumstances that the Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. There are no family relationships among any of our directors or executive officers.
Board Leadership Structure
The positions of our Chairman of the Board and Chief Executive Officer are presently separated. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer must devote to his position in the current business environment, as well as the commitment required to serve as our Chairman of the Board, particularly as our Board of Directors’ oversight responsibilities continue to grow. Our Board of Directors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board of Directors.
While our Amended and Restated Bylaws (“Bylaws”) and corporate governance guidelines do not require that our Chairman of the Board and Chief Executive Officer positions be separate, our Board of Directors believes that having separate positions and having an independent, non-employee director serve as Chairman of the Board is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Our separated Chairman of the Board and Chief Executive Officer positions are augmented by the independence of six of our seven directors, and our three
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entirely independent Board committees that provide appropriate oversight in the areas described above. At regularly scheduled executive sessions of independent directors, these directors speak candidly on any matter of interest, without the Chief Executive Officer or other executive officers present. The independent directors met three times in 2023 without management present. We believe this structure provides consistent and effective oversight of our management and our company.
Board Diversity
Our Board of Directors believes that a diverse board is better able to effectively oversee our management and strategy, and position us to deliver long-term value for our stockholders. Our Board of Directors considers diversity, including gender and ethnic diversity, as adding to the overall mix of perspectives of our Board of Directors as a whole. With the assistance of the Nominating and Corporate Governance Committee, our Board of Directors regularly reviews trends in board composition, including on director diversity.
Below is our Nasdaq Board Diversity Matrix for fiscal year 2024 and last year’s Board Diversity Matrix is available in our 2023 proxy statement filed with the SEC on March 29, 2023. The following Board Diversity Matrix sets forth certain self-identified personal demographic characteristics of our directors.
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Board Diversity Matrix (As of March 1, 2024) |
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Board Size: |
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Total Number of Directors |
7 |
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Gender: |
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Male |
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Directors |
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4 |
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Number of Directors who identify in any of the Categories Below: |
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Asian |
0 |
1 |
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White |
3 |
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Board of Directors’ Role in Risk Management
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development activities, regulatory matters, cybersecurity and data privacy, operations and intellectual property. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
The role of our Board of Directors in overseeing the management of our risks is conducted primarily through committees of the Board of Directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full Board of Directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on our company, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next board meeting. This enables our Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to interrelated risks.
Hedging Policy
The Company maintains Special Trading Procedures for Designated Individuals (the “Trading Procedures”) as an addendum to the Company’s Statement of Company Policy on Insider Trading and Disclosure (the “Insider Trading Policy”). The Trading Procedures regulate securities trades by all directors, officers and employees of the Company and certain designated consultants of the Company (the “Designated Individuals”). Pursuant to the Trading Procedures, all trades must be pre-cleared by the Company’s designated insider trading compliance officer (the “Compliance Officer”). Under the Trading Procedures, no directors, officers or employees of the Company, nor any Designated Individuals, may buy or sell puts, calls or other derivative securities of the Company or any other financial instruments that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, directly or indirectly, to profit from any change in the value of the Company’s securities or engage in any other hedging or similar transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities, at any time unless such transaction has been approved by the Compliance Officer.
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Meetings of the Board of Directors
During 2023, the Board of Directors held a total of five meetings. All directors attended at least 75% of the total number of Board meetings and of the total number of meetings of committees of the Board of Directors on which the director served during the time he or she served on the Board of Directors or such committees.
Information Regarding Committees of the Board of Directors
The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is composed entirely of independent directors in accordance with current Nasdaq Marketplace Rules. Furthermore, our Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”), Rule 10A-3(b)(1) and Nasdaq Rule 5605(c)(2), and our Compensation Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act, Rule 10C-1(b)(1) of the Exchange Act and Nasdaq Rule 5605(d)(2). Copies of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters and our corporate governance guidelines are available, free of charge, on our website at http://www.atyrpharma.com, under the “Investors and Media/Corporate Governance” link.
Audit Committee
Mr. Clarke, Mr. Coughlin and Dr. Lucas currently serve on the Audit Committee, which is chaired by Mr. Coughlin. Our Board of Directors has determined that Mr. Coughlin qualifies as an “audit committee financial expert,” as defined under the applicable rules of the SEC. We believe that the composition and functioning of our Audit Committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations. The Audit Committee’s responsibilities include:
During 2023, the Audit Committee held five meetings.
Compensation Committee
Dr. Gross, Mr. Coughlin and Dr. Zaknoen currently serve on the Compensation Committee, which is chaired by Dr. Gross. We believe that the composition and functioning of our Compensation Committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations. The Compensation Committee’s responsibilities include:
11
Pursuant to its charter, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of executive and director compensation. Our Compensation Committee may retain one or more third-party compensation advisors to provide information and advice in future years for consideration in establishing overall compensation for our executives and directors.
During 2023, the Compensation Committee held four meetings. Effective September 20, 2023, Dr. Gross was named chair of the Compensation Committee, and Dr. Zaknoen was appointed as a member of the Compensation Committee.
Nominating and Corporate Governance Committee
Mr. Clarke, Dr. Lucas and Dr. Zaknoen currently serve on the Nominating and Corporate Governance Committee, which is chaired by Mr. Clarke. We believe that the composition and functioning of our Nominating and Corporate Governance Committee complies with all applicable requirements of the Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations. The Nominating and Corporate Governance Committee’s responsibilities include:
During 2023, the Nominating and Corporate Governance Committee held three meetings.
Director Nominations
The director qualifications developed to date focus on what our Board of Directors believes to be essential competencies to effectively serve on the Board of Directors. The Nominating and Corporate Governance Committee reassesses such criteria from time to time and submits any proposed changes to the Board of Directors for approval. Presently, at a minimum, the Nominating and Corporate Governance Committee must be satisfied that each nominee it recommends: (i) has experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing,
12
(ii) is highly accomplished in his or her respective field, with superior credentials and recognition, (iii) is well regarded in the community and has a long-term reputation for high ethical and moral standards, (iv) has sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards of directors on which such nominee may serve, and (v) to the extent such nominee serves or has previously served on other boards, the nominee has a demonstrated history of actively contributing at board meetings.
In addition to those minimum qualifications, the Nominating and Corporate Governance Committee recommends that our Board of Directors select persons for nomination to help ensure that:
In addition to other standards the Nominating and Corporate Governance Committee may deem appropriate from time to time for the overall structure and compensation of the Board of Directors, the Nominating and Corporate Governance Committee may consider the following factors when recommending that our Board of Directors select persons for nomination:
Although the Nominating and Corporate Governance Committee may consider whether nominees assist in achieving a mix of directors that represents a diversity of background and experience, which is not only limited to race, gender or national origin, we have no formal policy regarding director diversity.
The Nominating and Corporate Governance Committee adheres to the following process for identifying and evaluating nominees for the Board of Directors. First, it solicits recommendations for nominees from non-employee directors, our Chief Executive Officer, other executive officers, third-party search firms, stockholders or any other source it deems appropriate. The Nominating and Corporate Governance Committee then reviews and evaluates the qualifications of proposed nominees and conducts inquiries it deems appropriate; all proposed nominees, including those recommended by stockholders, are evaluated in the same manner, regardless of who initially recommended such nominee. In reviewing and evaluating proposed nominees, the Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for directorship approved by our Board of Directors from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed nominee, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors.
If the Nominating and Corporate Governance Committee decides to retain a third-party search firm to identify proposed nominees, it has sole authority to retain and terminate such firm and to approve any such firm’s fees and other retention terms.
Each nominee for election as director at the Annual Meeting was recommended by the Nominating and Corporate Governance Committee and is presently a director and is standing for re-election by the stockholders. From time to time, we may pay fees to third-party search firms to assist in identifying and evaluating potential nominees, although no such fees have been paid in connection with nominations to be acted upon at the Annual Meeting.
For matters other than the election of directors, the stockholder’s notice must also include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of the stockholder(s) proposing the business.
The stockholder’s notice must be updated and supplemented, if necessary, so that the information required to be provided in the notice is true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting.
The Board of Directors, a designated committee thereof or the chairman of the meeting will determine if the procedures in our Bylaws have been followed, and if not, declare that the proposal or nomination will be disregarded. The nominee must
13
be willing to provide any other information reasonably requested by the Nominating and Corporate Governance Committee in connection with its evaluation of the nominee’s independence. There have been no material changes to the process by which stockholders may recommend nominees to our Board of Directors.
Stockholder Communications with the Board of Directors
The Board of Directors has adopted a process for stockholders to send communications to the Board of Directors. Stockholders may send correspondence to the Board of Directors, c/o the Chairman of the Board, at our principal executive offices at the address set forth above. We will forward all correspondence addressed to the Board of Directors or any individual director.
Director Attendance at Annual Meetings
Although we do not have a formal policy regarding attendance by Board members at annual meetings of stockholders, directors are encouraged to attend the Annual Meeting. All of our directors attended the 2023 annual meeting of stockholders.
Required Vote
Directors are elected by a plurality of the votes of the holders of shares present by attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees named in this Proxy Statement receiving the highest number of “FOR” votes properly cast shall be elected as Class III directors to serve until the 2027 annual meeting of stockholders or until their successors have been duly elected and qualified. Withheld votes and broker non-votes will have no effect on the vote for this proposal.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that the stockholders vote “FOR” the election of the Class III nominees listed above.
14
PROPOS AL 2
RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Ernst Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2024. Ernst Young LLP has audited the Company’s financial statements since 2008. Representatives of Ernst Young LLP will attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.
The Company’s organizational documents do not require that the stockholders ratify the selection of Ernst Young LLP as the Company’s independent registered public accounting firm, and stockholder ratification is not binding on the Company, the Board of Directors or the Audit Committee. The Company requests such ratification, however, as a matter of good corporate practice. Our Board of Directors, including our Audit Committee, values the opinions of our stockholders and, to the extent there is any significant vote against the ratification of the selection of Ernst Young LLP as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns, although the Audit Committee, in its discretion, may still retain Ernst Young LLP.
Principal Accountant Fees and Services
The following table shows information about fees billed to the Company by Ernst Young LLP for the fiscal years ended December 31, 2023 and 2022:
|
|
|
Fiscal Year Ended December 31, |
|
|||||
|
Fees billed by Ernst Young LLP |
|
2023 |
|
|
2022 |
|
||
|
Audit Fees (1) |
|
$ |
634,245 |
|
|
$ |
556,126 |
|
|
Audit-Related Fees |
|
|
— |
|
|
|
— |
|
|
Tax Fees |
|
|
90,239 |
|
|
|
— |
|
|
All Other Fees |
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
724,484 |
|
|
$ |
556,126 |
|
Audit Committee Pre-Approval Policies
The Audit Committee is directly responsible for the appointment, retention and termination, and for determining the compensation, of our independent registered public accounting firm. The Audit Committee is required to pre-approve all auditing services and the terms thereof and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board), except that pre-approval is not required for the provision of non-audit services if the “de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. The Audit Committee has also delegated to the chairperson of the Audit Committee the authority to grant pre-approvals for audit and non-audit services, provided such approvals are presented to the Audit Committee at its next scheduled meeting. All services provided by Ernst Young LLP during the fiscal years ended December 31, 2023 and 2022 were pre-approved by the Audit Committee in accordance with the pre-approval procedures described above.
Required Vote
The ratification of the selection of Ernst Young LLP requires the affirmative vote of a majority of the votes properly cast on the proposal at the Annual Meeting. Abstentions and broker non-votes are not considered votes properly cast and will have no effect on the vote for this proposal.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that the stockholders vote “FOR” the ratification of the appointment of Ernst Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.
15
PROPOSAL 3
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
We are soliciting a non-binding advisory vote on the compensation of our Named Executive Officers identified in the “Executive Compensation” section of this Proxy Statement, commonly referred to as a “say-on-pay vote.”
This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the compensation philosophy, policies and practices described in this Proxy Statement. The compensation of our Named Executive Officers is disclosed in the “Executive Compensation” section of this Proxy Statement. As discussed in that section, the Company believes that its compensation policies and decisions are designed to align executive compensation with the Company’s business objectives and corporate performance, to be consistent with current market practices, and to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.
Accordingly, our Board of Directors is asking the stockholders to indicate their support for the compensation of the Company’s Named Executive Officers as described in this Proxy Statement by casting a non-binding advisory vote “For” the following resolution:
“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and any related material, as disclosed in the Proxy Statement, is hereby APPROVED.”
Because the vote is advisory, it is not binding on our Board of Directors or the Company. Nevertheless, the views expressed by stockholders, whether through this vote or otherwise, are important to management and the Board of Directors and, accordingly, the Board of Directors and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
Required Vote
Approval of this proposal requires the affirmative vote of a majority of the votes properly cast on the proposal at the Annual Meeting. Abstentions and broker non-votes are not considered votes properly cast and will have no effect on the vote for this proposal.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends a vote “FOR” the resolution to approve, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement.
16
PROPOS AL 4
APPROVAL OF AN AMENDMENT TO THE 2015 STOCK PLAN
The Board of Directors believes that stock-based incentive awards can play an important role in our success by encouraging and enabling our employees, officers, non-employee directors and consultants and those of our subsidiaries upon whose judgment, initiative and efforts we largely depend for the successful conduct of our business to acquire a proprietary interest in our company. The Board of Directors believes that providing such persons with a direct stake in our company assures a closer identification of the interests of such individuals with those of our company and our stockholders, thereby stimulating their efforts on our behalf and strengthening their desire to remain with our company.
On February 29, 2024, the Board of Directors adopted an amendment to the 2015 Stock Plan, subject to and effective upon stockholder approval, to increase the maximum number of shares of common stock reserved and available for issuance under the 2015 Stock Plan by 3,000,000 to 10,713,670. The amendment to the 2015 Stock Plan also eliminates the term of the 2015 Stock Plan and extends the term under which incentive stock options may be granted until February 28, 2034. Prior to its amendment on February 29, 2024, the 2015 Stock Plan provided that no awards could be granted under the 2015 Stock Plan after May 6, 2025. These amendments were designed to ensure that we can continue to grant stock options and other awards to our officers, employees, non-employee directors and other key persons at levels determined to be appropriate by the Compensation Committee. A copy of the 2015 Stock Plan (as amended by the proposed amendment) is attached as Annex A to this Proxy Statement and is incorporated herein by reference.
Based solely on the closing price of our common stock as reported on the Nasdaq Capital Market on March 25, 2024, the maximum aggregate market value of the additional shares of common stock that would become available for issuance under the 2015 Stock Plan is $5.8 million.
Summary of Material Features of the 2015 Stock Plan
The material features of the 2015 Stock Plan (as amended by the proposed amendment) are:
Based solely on the closing price of our common stock as reported on the Nasdaq Capital Market on March 25, 2024 and the maximum number of shares that would have been available for awards as of such date under the 2015 Stock Plan, as amended by this Proposal 4, the maximum aggregate market value of the common stock that could potentially be issued under the 2015 Stock Plan is $10.1 million. The shares of common stock underlying any awards that are forfeited, canceled or otherwise terminated, other than by exercise, under the 2015 Stock Plan and our 2014 Stock Plan, as amended (the “2014 Stock Plan”), will be added back to the shares of common stock available for issuance under the 2015 Stock Plan.
Rationale for Share Increase
The 2015 Stock Plan is critical to our ongoing effort to build stockholder value. Equity incentive awards are an important component of our executive and non-executive employees’ compensation. Our Compensation Committee and the
17
Board of Directors believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success.
We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. The Compensation Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize stockholder value by granting only the number of equity incentive awards that it believes are necessary and appropriate to attract, reward and retain our employees. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. By doing so, we link the interests of those employees with those of our stockholders and motivate our employees to act as owners of the business.
Our Board of Directors determined the size of the share reserve pool under the 2015 Stock Plan based on projected equity awards to anticipated new hires, projected annual equity awards to existing employees and an assessment of the magnitude of dilution to our existing stockholders.
Our Board of Directors also considered the amount of underwater options and overhang in the determination of the proposed share reserve increase under the 2015 Stock Plan. As of March 25, 2024, approximately 69.3% of our outstanding employee stock options were “underwater,” meaning the exercise price of each of those options was greater than our stock price as of March 25, 2024. Overhang is another measure of the dilutive impact of equity programs. Our overhang is equal to the number of shares subject to outstanding equity compensation awards (i.e., unexercised options, excluding outstanding inducement awards, and unvested stock awards) plus the number of shares available for the grant of future awards under the 2015 Stock Plan, divided by the total number of outstanding shares of common stock. As of March 25, 2024, our overhang was 11.2%. The 3,000,000 share reserve increase under the 2015 Stock Plan being proposed in this Proposal 4 would result in our overhang as of March 25, 2024 increasing to approximately 15.6%.
Summary of the 2015 Stock Plan
The following description of certain features of the 2015 Stock Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2015 Stock Plan (as amended by the plan amendment), which is attached hereto as Annex A.
Administration. The 2015 Stock Plan is administered by the Administrator, as defined in the 2015 Stock Plan. The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2015 Stock Plan. The Administrator may delegate to our Chief Executive Officer the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, subject to certain limitations and guidelines.
Eligibility; Plan Limits. All full-time and part-time officers, employees, non-employee directors and consultants are eligible to participate in the 2015 Stock Plan, subject to the discretion of the Administrator. As of March 25, 2024, each of our non-employee directors and approximately 53 employees were eligible to participate in the 2015 Stock Plan, which includes officers. Furthermore, the shares of common stock underlying any awards that are forfeited, canceled or otherwise terminated, other than by exercise, under the 2015 Stock Plan and the Company’s 2014 Stock Plan, will be added back to the shares of common stock available for issuance under the 2015 Stock Plan. Shares of common stock repurchased on the open market will not be added back to the shares of common stock available for issuance under the 2015 Stock Plan.
Stock Options. The 2015 Stock Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and (2) options that do not so qualify. Options granted under the 2015 Stock Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to non-employee directors and consultants. The option exercise price of each option will be determined by the Administrator but may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose will be the last reported sale price of the shares of common stock on the Nasdaq Capital Market on the date immediately preceding the grant date. The exercise price of an option may not be reduced after the date of the option grant, other than to appropriately reflect changes in our capital structure.
18
The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Administrator in circumstances involving the optionee’s death, disability, retirement or termination of employment, or a change in control. In general, unless otherwise permitted by the Administrator, no option granted under the 2015 Stock Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity.
Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Administrator or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee and that are not subject to risk of forfeiture. Subject to applicable law, the exercise price may also be delivered to the Company by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, the Administrator may permit non-qualified options to be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.
To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.
Stock Appreciation Rights. The Administrator may award stock appreciation rights subject to such conditions and restrictions as the Administrator may determine. Stock appreciation rights entitle the recipient to shares of common stock equal to the value of the appreciation in the stock price over the exercise price. The exercise price is the fair market value of the common stock on the date of grant. The term of a stock appreciation right may not exceed ten years.
Restricted Stock. The Administrator may award shares of common stock to participants subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with us through a specified restricted period. During the vesting period, restricted stock awards may be credited with dividend equivalent rights (but dividend equivalents payable with respect to restricted stock awards with vesting tied to the attainment of performance criteria shall not be paid unless and until such performance conditions are attained with respect to the restricted stock award).
Restricted Stock Units. The Administrator may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock subject to such conditions and restrictions as the Administrator may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment with the Company through a specified vesting period. In the Administrator’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant’s compliance with the procedures established by the Administrator and requirements of Section 409A of the Code. During the deferral period, the deferred stock awards may be credited with dividend equivalent rights.
Unrestricted Stock Awards. The Administrator may also grant shares of common stock which are free from any restrictions under the 2015 Stock Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.
Dividend Equivalent Rights. The Administrator may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights granted as a component of another award (other than a stock option or stock appreciation right) may be paid only if the related award becomes vested. Dividend equivalent rights may be settled in cash, shares of common stock or a combination thereof, in a single installment or installments, as specified in the award.
Cash-Based Awards. The Administrator may grant cash bonuses under the 2015 Stock Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals.
Performance Share Awards . The Administrator may grant performance share awards to any participant which entitle the recipient to receive shares of common stock upon the achievement of certain performance goals and such other conditions as the Administrator shall determine. Subject to the Administrator’s discretion to accelerate in the case of retirement, death, disability or a change in control, these awards granted to employees will have a vesting period of at least one year except in the
19
case of a “sale event,” as defined in the 2015 Stock Plan, and such other limitations and conditions as the Administrator shall determine.
Change of Control Provisions. The 2015 Stock Plan provides that upon the effectiveness of a “sale event,” as defined in the 2015 Stock Plan, except as otherwise provided by the Compensation Committee in the award agreement, all stock options, stock appreciation rights and other awards will be assumed or continued by the successor entity and adjusted accordingly to take into account the impact of the transaction. To the extent, however, that the parties to such sale event do not agree that all stock options, stock appreciation rights or any other awards shall be assumed or continued, then such stock options and stock appreciation rights shall terminate at the effective time of such sale event. In addition, the Company may make or provide for payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration and the exercise price of the options or stock appreciation rights. The Administrator shall also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration multiplied by the number of vested shares under such awards. All awards will terminate in connection with a sale event unless they are assumed by the successor entity.
Adjustments for Stock Dividends, Stock Splits, Etc. The 2015 Stock Plan requires the Administrator to make appropriate adjustments to the number of shares of common stock that are subject to the 2015 Stock Plan, to certain limits in the 2015 Stock Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.
Tax Withholding. Participants in the 2015 Stock Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. Subject to approval by the Administrator, participants may elect to have their tax withholding obligations satisfied by authorizing the Company to withhold shares of common stock to be issued pursuant to exercise or vesting. The Administrator may also require awards to be subject to mandatory share withholding up to the required withholding amount.
Amendments and Termination. The Board of Directors may at any time amend or discontinue the 2015 Stock Plan and the Administrator may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under the rules of Nasdaq, any amendments that materially change the terms of the 2015 Stock Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Administrator to be required by the Code to preserve the qualified status of incentive options.
Effective Date of Plan. The 2015 Stock Plan was approved by our Board of Directors and stockholders on April 25, 2015 and became effective on May 6, 2015. No incentive stock options may be granted after February 28, 2034, the tenth anniversary of the date our board of directors adopted our amended 2015 Stock Plan.
New Plan Benefits
Because the grant of awards under the 2015 Stock Plan is within the discretion of the Administrator, we cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the 2015 Stock Plan, except with respect to non-employee directors. Under our non-employee director compensation policy, each continuing non-employee director is eligible to receive an annual option grant to purchase up to 24,000 shares of common stock on the date of each annual meeting of stockholders. We anticipate that any such stock options will continue to be granted under the 2015 Stock Plan if this Proposal 4 is approved by our stockholders. For additional information regarding our current compensation program for non-employee directors, please see “Director Compensation” below.
|
Name and Position |
|
Number of Shares Subject to Grant (#) |
|
|
All current directors who are not executive officers as a group (6 persons) |
|
|
144,000 per calendar year |
20
Awards Granted under the 2015 Stock Plan
The following table shows, for each of the individuals and the various groups indicated and as of March 25, 2024, the number of shares subject to awards that have been granted (even if not currently outstanding) under the 2015 Stock Plan.
|
Name and Position |
|
Number of Shares Subject to Grant (#) |
|
Sanjay S. Shukla, M.D., M.S., President and Chief Executive Officer |
|
2,098,487 |
|
Jill M. Broadfoot, Chief Financial Officer |
|
517,085 |
|
Nancy E. Denyes, General Counsel |
|
529,491 |
|
All current executive officers, as a group |
|
3,145,063 |
|
All current directors who are not executive officers, as a group |
|
150,514 |
|
Each nominee for election as a director: |
|
|
|
Sanjay S. Shukla, M.D., M.S., |
|
2,098,487 |
|
Svetlana Lucas, Ph.D. |
|
23,141 |
|
Each other persons who received or is to receive 5% of awards |
|
— |
|
All current employees, including all current officers who are not executive officers, as a group |
|
2,257,808 |
Tax Aspects Under the Code
The following is a summary of the principal federal income tax consequences of certain transactions under the 2015 Stock Plan. It does not describe all federal tax consequences under the 2015 Stock Plan, nor does it describe state or local tax consequences.
Incentive Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the option price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) the Company will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.
If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the option price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.
If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.
Non-Qualified Options. No income is realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the excess of the fair market value of the shares of common stock on the date of exercise over the option price, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of
21
the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.
Other Awards. The Company generally will be entitled to a tax deduction in connection with other awards under the 2015 Stock Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.
Parachute Payments. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to the Company, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).
Limitation on Deductions. Under Section 162(m) of the Code, compensation paid to any publicly held corporation’s “covered employees” (as defined under Section 162(m) of the Code) that exceeds $1 million per taxable year for any covered employee is generally non-deductible. Prior to the enactment of the Tax Cuts and Jobs Act, compensation that qualified as “performance-based compensation” under Section 162(m) of the Code was not subject to this deduction limitation. Pursuant to the Tax Cuts and Jobs Act, this exception for “performance-based compensation” under Section 162(m) of the Code was repealed with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided for remuneration provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not modified in any material respect on or after such date. As a result, compensation paid to any of our “covered employees” in excess of $1 million per taxable year generally will not be deductible unless, among other requirements, it is intended to qualify, and is eligible to qualify, as “performance-based compensation” under Section 162(m) of the Code pursuant to the transition relief described above.
Equity Compensation Plan Information
The following table provides information as of December 31, 2023 regarding shares of common stock that may be issued under our equity compensation plans approved by our stockholders, consisting of our 2015 Stock Plan, our 2015 Employee Stock Purchase Plan (“2015 ESPP”), and our 2014 Stock Plan, and through inducement grants issued outside of our 2015 Stock Plan, such as the aTyr Pharma, Inc. 2022 Inducement Plan (the “2022 Inducement Plan”).
|
|
|
Equity Compensation Plan Information |
|
|||||||||
|
Plan Category |
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) (1) |
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) (2) |
|
|
Number of Securities Remaining Available under Equity Compensation Plan (Excluding Securities Reflected in Column (a)) (c) |
|
|||
|
Equity compensation plans approved by security holders: 2014 Stock Plan, 2015 Stock Plan and 2015 ESPP (3)(4) |
|
|
3,661,326 |
|
|
$ |
6.03 |
|
|
|
4,691,866 |
|
|
Equity compensation plans not approved by security holders: Inducement option grants (5) |
|
|
358,918 |
|
|
$ |
5.78 |
|
|
|
95,367 |
|
|
Total |
|
|
4,020,244 |
|
|
|
|
|
|
4,787,233 |
|
|
22
Required Vote
The approval of the amendment to the 2015 Stock Plan requires the affirmative vote of a majority of the votes properly cast on the proposal at the Annual Meeting. Abstentions and broker non-votes are not considered votes properly cast and will have no effect on the vote for this proposal.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that the stockholders vote “FOR” the approval of the amendment to the 2015 Stock Plan.
23
PROPOSAL 5
AUTHORIZATION TO ADJOURN THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
General
If the Annual Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 4, our proxy holders may move to adjourn the Annual Meeting at that time in order to enable our Board of Directors to solicit additional proxies.
In this proposal, we are asking our stockholders to authorize the holder of any proxy solicited by our Board of Directors to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Annual Meeting to another time and place, if necessary, to solicit additional proxies in the event that there are not sufficient votes to approve Proposal 4. If our stockholders approve this proposal, we could adjourn the Annual Meeting and any adjourned session of the Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 4, we could adjourn the Annual Meeting without a vote on such proposals and seek to convince our stockholders to change their votes in favor of such proposals.
If it is necessary to adjourn the Annual Meeting, no notice of the adjourned meeting is required to be given to our stockholders, other than an announcement at the Annual Meeting of the time and place to which the Annual Meeting is adjourned, so long as the meeting is adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.
Required Vote
Approval of this Proposal 5 requires the affirmative vote of the majority of the votes properly cast. Abstentions and broker non-votes are not considered votes properly cast and will have no effect on the vote for this proposal.
Recommendation of the Board of Directors
The Board of Directors unanimously recommends that stockholders vote “FOR” the proposal to authorize the adjournment of the Annual Meeting.
24
EXECUTIVE OFFICERS
The following table sets forth certain information about our executive officers as of March 1, 2024:
|
Name |
|
Age |
|
Position |
|
Sanjay S. Shukla, M.D., M.S. |
|
52 |
|
President, Chief Executive Officer and Director |
|
Jill M. Broadfoot |
|
62 |
|
Chief Financial Officer |
|
Nancy E. Denyes |
|
56 |
|
General Counsel and Corporate Secretary |
Executive Officers
Sanjay S. Shukla, M.D., M.S. Please see Dr. Shukla’s biography included in “Proposal 1—Election of Directors” above.
Jill M. Broadfoot has served as our Chief Financial Officer since July 2018. From January 2017 to July 2018, Ms. Broadfoot served as Chief Financial Officer of Emerald Health Pharmaceuticals Inc. and Emerald Health Bioceuticals Inc., where she was responsible for establishing operations for the U.S.-based pharmaceutical and bioceutical entities as well as the establishment of operations, corporate governance, finance and accounting, information technology and investor relations functions, among others. Prior to Emerald Health, Ms. Broadfoot served as Vice President, U.S. Corporate Controller at GW Pharmaceuticals, from May 2016 to January 2017. While at GW Pharmaceuticals, her responsibilities included establishing U.S. commercial operations, overseeing informational technology, and implementing U.S. public company financial and accounting standards in connection with the transfer of corporate operations from the U.K. to the U.S. Prior to joining GW Pharmaceuticals, Ms. Broadfoot served as Chief Financial Officer of Vical Inc., from October 2004 to March 2013, where she had oversight of finance, investor relations, manufacturing, information technology, human resources, and business development. Prior to that, Ms. Broadfoot held various positions at DJO Global, Inc., most recently as Vice President of Finance, and served as an audit manager at Ernst Young LLP. Ms. Broadfoot serves on the board of directors of Talphera, Inc. and Angiocrine Biosciences, Inc., both biotechnology companies. She previously served on the board of directors of Otonomy, Inc., a biotechnology company. Ms. Broadfoot holds a B.S. in business administration and accounting from San Diego State University and is a Certified Public Accountant.
Nancy E. Denyes has served as our General Counsel since February 2019 and as our Corporate Secretary since January 2015. Ms. Denyes served as our Vice President, Legal Affairs from October 2014 to February 2019, and provided consulting services to us from 2013 to 2014. Ms. Denyes practiced law in the corporate department at Cooley LLP and was named partner in 2000. Her practice at Cooley was focused on securities and corporate matters, including private financings, public offerings, mergers and acquisitions and corporate governance and disclosure issues. Ms. Denyes holds a J.D. from the University of California, Berkeley School of Law and a B.A. in economics and business from the University of California, Los Angeles.
EXECUTIVE COMPENSATION
We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the rules allow the Company to provide less detail about its executive compensation program, the Compensation Committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the 2023 executive compensation program for our principal executive officer and the next two most highly compensated executive officers (“Named Executive Officers”).
Overview
We are a biotherapeutics company engaged in the discovery and development of first-in-class medicines from our proprietary tRNA synthetase platform. We have concentrated our research and development efforts on a newly discovered area of biology, the extracellular functionality and signaling pathways of tRNA synthetases. Built on more than a decade of foundational science on extracellular tRNA synthetase biology and its effect on immune responses, we have built a global intellectual property estate directed to a potential pipeline of protein compositions derived from 20 tRNA synthetase genes and their extracellular targets, such as neuropilin-2 (“NRP2”).
25
Our primary focus is efzofitimod, our clinical-stage product candidate which targets NRP2 to resolve chronic inflammation that can lead to fibrosis.
Named Executive Officers
This section discusses our executive compensation decisions for the year ended December 31, 2023 for our Named Executive Officers. Our Named Executive Officers for 2023 are the following:
Executive Summary
Corporate Performance Highlights
In 2023, we executed on our plans to advance the clinical development of efzofitimod, advance our pipeline, foster our partnerships and enhance sustainability through meeting financial objectives. The Compensation Committee considered the achievements described below in determining achievement of our corporate goals. Certain elements of executive compensation are tied to the level of corporate goal achievement as described further below.
Highlights of our performance in 2023 include:
26
27
2023 Compensation Actions
Executive Compensation Practices
Our Compensation Committee conducts oversight of our compensation program and policies. Our executive compensation philosophy is based on the following objectives:
Our executive compensation program generally consists of the following three principal components: base salary, annual performance-based bonuses and long-term incentive compensation. We also provide our executive officers with severance and change-in-control payments and benefits, as well as other benefits generally available to all our employees, including retirement benefits under our tax-qualified retirement plan (“401(k) Plan”) and participation in employee benefit plans.
In evaluating our executive compensation program and policies, as well as the short- and long-term value of our executive compensation plans and arrangements, the Compensation Committee focuses on providing a competitive compensation package that provides significant short- and long-term incentives for the achievement of measurable corporate objectives and individual contribution towards our corporate performance. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value.
We do not currently have formal policies for allocating compensation among base salary, annual performance bonuses and equity awards, short- and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a target total direct compensation opportunity for executive officers that is a mix of current, short- and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. A significant portion of our Named Executive Officers’ target total direct compensation opportunity is comprised of “at-risk” compensation in the form of an annual performance bonus opportunity and equity awards, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.
Oversight of Executive Compensation
The Compensation Committee reviews and makes decisions with respect to all compensation paid to our executive officers, including our Named Executive Officers, except for the Chief Executive Officer. With respect to the Chief Executive Officer, the Compensation Committee recommends, and the Board of Directors determines, his compensation. The Chief Executive Officer evaluates and provides to the Compensation Committee performance assessments and compensation recommendations for the Named Executive Officers. In making these recommendations, the Chief Executive Officer reviews third-party compensation surveys and any compensation data provided by the independent compensation consultant to the
28
Compensation Committee, as described below. While the Chief Executive Officer discusses these recommendations with the Compensation Committee and the Board, he does not participate in the deliberations concerning, or the determination of, his own compensation. The Compensation Committee makes a recommendation to the Board and the Board discusses and makes final determinations with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee or the Board to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee or Board meetings.
The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program and determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur during the year for new hires, promotions or other special circumstances as the Compensation Committee determines appropriate. Neither the Board nor the Compensation Committee delegates authority to approve executive officer compensation except as described herein. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers.
The Compensation Committee has sole authority over compensation consultants it retains to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In 2022, the Compensation Committee directly engaged and retained Radford, which is part of the Rewards Solutions practice at Aon plc, to provide a competitive assessment of the Company’s executive compensation program compared to executive compensation paid to executives at selected publicly traded peer companies and to provide the Compensation Committee with advice regarding executive officers’ compensation, including base salaries, performance-based bonuses and long-term equity compensation for 2022 executive officer compensation. Radford’s work on our peer group analysis in late 2022 was used as the basis for the Compensation Committee’s decisions on 2023 executive officer compensation, along with evaluation of data from Radford's compensation database. The compensation consultant reports directly to the Compensation Committee, which maintains the authority to direct its work and engagement. The compensation consultant interacts with management to gain access to company information that is required to perform its services and to understand the culture and policies of our organization.
The Compensation Committee considered Radford’s independence, taking into account the following factors: (i) the amount of fees paid to Radford, as a percentage of the firm’s total revenue; (ii) the provision of other services to us by Radford; (iii) Radford’s policies and procedures designed to prevent conflicts of interest; (iv) any business or personal relationship of Radford with any member of the Compensation Committee; (v) any business or personal relationship of Radford or the individual compensation advisors employed by Radford with any of our executive officers or any members of the Compensation Committee; and (vi) any shares of our common stock owned by Radford or the individual compensation advisors employed by Radford.
The Compensation Committee’s general aim is for compensation to remain competitive with the market. We have not developed a specific market positioning or “benchmark” that we consistently aim for in setting compensation levels; instead the Compensation Committee determines each element of compensation, and total target cash and direct compensation, for our executive officers based on various facts and circumstances appropriate for our company in any given year. Competitive market positioning is only one of several factors, as described below under “Factors Used in Determining Executive Compensation,” that the Compensation Committee considers in making compensation recommendations and decisions, and therefore individual executive officer compensation may fall at varying levels as compared to the market data.
Use of Competitive Market Compensation Data
The peer group for 2023 targeted U.S.-based, publicly traded, pre-commercial companies operating in the biopharmaceutical industry, with development programs primarily in Phase II or III clinical trials with emphasis on pulmonology, respiratory, and infectious disease where possible, market capitalizations generally between 0.5 and 5.0 times our market capitalization, headcount generally under 150 employees, and with a particular focus on companies headquartered in biotechnology hub markets.
29
When designing our executive compensation program for 2023, the Compensation Committee reviewed market data for each executive officer’s position from the following peer group of companies for 2023:
|
9 Meters Biopharma, Inc. (NMTRQ) |
KalVista Pharmaceuticals, Inc. (KALV) |
|
CymaBay Therapeutics, Inc. (CBAY) |
Leap Therapeutics, Inc. (LPTX) |
|
Equilium, Inc. (EQ) |
Pieris Pharmaceuticals, Inc. (PIRS) |
|
Evelo Biosciences, Inc. (EVLO) |
Savara Inc. (SVRA) |
|
Fortress Biotech, Inc. (FBIO) |
Scholar Rock Holding Corporation (SRRK) |
|
Galecto, Inc. (GLTO) |
Selecta Biosciences Inc. (SELB) |
|
Humanigen, Inc.(HGENQ) |
Synlogic, Inc. (SYBX) |
|
Immunic, Inc. (IMUX) |
Viking Therapeutics, Inc. (VKTX) |
|
Jounce Therapeutics, Inc. (JCNE) |
|
Factors Used in Determining Executive Compensation
The Compensation Committee sets, or recommends to the Board of Directors, the compensation of our executive officers at levels the Committee determines to be competitive and appropriate for each executive officer, using the Committee’s professional experience and judgment. Compensation decisions are not made by use of a formulaic approach; the Compensation Committee believes that these decisions require consideration of a multitude of relevant factors that may vary from year to year. In making executive compensation decisions, the Compensation Committee generally takes into consideration the following factors:
30
SUMMARY COMPENSATION TABLE
The following table presents all of the compensation earned by or paid to our Named Executive Officers during the fiscal years ending December 31, 2023 and 2022.
|
Name and Principal Position |
|
Year |
|
Salary ($) |
|
|
Stocks Awards ($) (1) |
|
Option Awards ($) (1) |
|
Nonequity Incentive Plan Compensation ($) (2) |
|
|
All Other Compensation ($) (3) |
|
|
Total ($) |
|
||||||||
|
Sanjay S. Shukla, M.D., M.S. |
|
2023 |
|
|
561,243 |
|
|
|
— |
|
|
|
532,341 |
|
|
|
196,435 |
|
|
|
10,506 |
|
|
|
1,300,525 |
|
|
President and CEO |
|
2022 |
|
|
561,243 |
|
|
|
229,080 |
|
|
|
1,386,876 |
|
|
|
224,500 |
|
|
|
9,736 |
|
|
|
2,411,435 |
|
|
Jill M. Broadfoot |
|
2023 |
|
|
414,395 |
|
|
|
— |
|
|
|
133,084 |
|
|
|
116,031 |
|
|
|
14,327 |
|
|
|
677,837 |
|
|
Chief Financial Officer |
|
2022 |
|
|
414,395 |
|
|
82,800 |
|
|
|
274,076 |
|
|
|
132,610 |
|
|
|
9,612 |
|
|
|
913,493 |
|
|
|
Nancy E. Denyes |
|
2023 |
|
|
396,635 |
|
|
|
— |
|
|
|
133,084 |
|
|
|
111,058 |
|
|
|
10,506 |
|
|
|
651,283 |
|
|
General Counsel |
|
2022 |
|
|
396,635 |
|
|
59,340 |
|
|
|
266,053 |
|
|
|
126,925 |
|
|
|
8,575 |
|
|
|
857,528 |
|
|
Narrative Disclosure to Summary Compensation Table
As described above, the three principal components of our executive compensation program for our Named Executive Officers in 2023 were base salary, annual performance-based bonuses and long-term equity compensation. In line with our pay for performance philosophy, we structured a significant portion of our Named Executive Officers’ 2023 compensation to be variable, at-risk and tied directly to our measurable performance in the form of annual performance-based bonuses and long-term equity compensation.
Base Salary
Our Compensation Committee reviews the base salaries of our executive officers, including our Named Executive Officers, from time to time and makes adjustments as it determines to be reasonable and necessary to reflect the scope of an executive officer’s performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion) and market conditions.
Base salary provides financial stability and security to our executive officers through a fixed amount of cash for performing job responsibilities. In February 2023, the Compensation Committee reviewed the base salaries for our executive officers, peer group data, the scope of each executive officer’s responsibilities for 2023, each executive officer’s prior experience and internal pay equity in order to determine 2023 base salaries for Ms. Broadfoot and Ms. Denyes and to recommend the 2023 base salary for Dr. Shukla. Each of the Named Executive Officers’ 2023 annual base salary rates (effective January 1, 2023), as approved by the Compensation Committee or the Board of Directors, as applicable, are listed in the table below. For 2023, our Named Executive Officers did not receive an increase in base salary to preserve capital as we advance efzofitimod through late stage clinical trial activities.
31
|
Named Executive Officer |
2023 Base Salary |
|
Sanjay S. Shukla, M.D., M.S. |
$561,243 |
|
Jill M. Broadfoot |
$414,395 |
|
Nancy E. Denyes |
$396,635 |
Annual Performance-Based Bonuses
In January 2016, the Board of Directors adopted our Senior Executive Cash Incentive Bonus Plan (“Bonus Plan”), which applies to certain key executives (“Executives”), who are recommended by the Compensation Committee and selected by the Board of Directors. The Bonus Plan provides for bonus payments based upon the attainment of performance targets established by the Board of Directors and related to operational and financial metrics with respect to our company or any of our subsidiaries (“Performance Goals”). Any bonuses paid under the Bonus Plan will be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Performance Goals. The bonus formulas will be adopted in each performance period by the Compensation Committee and communicated to each Executive. No bonuses will be paid under the Bonus Plan unless and until the Compensation Committee makes a determination with respect to the attainment of the Performance Goals. Notwithstanding the foregoing, the Compensation Committee may adjust bonuses payable under the Bonus Plan based on individual performance or pay bonuses (including, without limitation, discretionary bonuses) to Executives under the Bonus Plan based upon such other terms and conditions as the Compensation Committee may in its discretion determine.
Each of our Named Executive Officers were eligible to receive performance-based bonuses based entirely on our achievement of Performance Goals established by the Board of Directors for 2023. The actual amount of any performance-based bonus paid, if any, is calculated by multiplying the Executives’ annual base salary, target bonus percentage, and the percentage attainment of the Performance Goals for 2023. For 2023, the target bonus percentages for Dr. Shukla, Ms. Broadfoot and Ms. Denyes were 50%, 40% and 40%, respectively.
The Performance Goals for 2023 on which our Named Executive Officer performance-based bonuses were based, included the following:
The Performance Goals were weighted. In evaluating our performance for 2023, the Compensation Committee reviewed the objectives and the 2023 performance highlights described earlier in this section. Given the progress we have achieved in advancing our efzofitimod program, coupled with continued challenging overall economic conditions, the Compensation Committee determined that we had achieved a 70% level of performance toward achieving these Performance Goals.
Based on our achievement of the Performance Goals discussed above, the Compensation Committee or the Board of Directors, as applicable, awarded our Named Executive Officers 70% of their target bonuses for 2023 as reflected in the table below:
32
|
Named Executive Officer |
Bonus |
|
Sanjay S. Shukla, M.D., M.S. |
$196,435 |
|
Jill M. Broadfoot |
$116,031 |
|
Nancy E. Denyes |
$111,058 |
Equity-Based Incentive Awards
Equity incentives are a key component of our executive compensation program that the Compensation Committee believes motivate executive officers to achieve our business objectives by tying incentives to the appreciation of our common stock over a longer time horizon. Equity compensation for our executive officers are generally reviewed and determined at the beginning of each year or as appropriate during the year for new hires, promotions or other special circumstances, such as to encourage retention or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data.
In February 2023, the Compensation Committee or the Board of Directors, as applicable, approved the following annual stock option grants for our Named Executive Officers. The stock options vest monthly over a four-year period and have an exercise price of $2.195 per share, the closing price of our common stock on the grant date.
|
Named Executive Officer |
Stock Option Grant (# shares) |
|
Sanjay S. Shukla, M.D., M.S. |
336,095 |
|
Jill M. Broadfoot |
84,023 |
|
Nancy E. Denyes |
84,023 |
Other Compensation
Our Named Executive Officers are eligible to participate in all of our employee benefit plans, including our medical, dental vision, group life and disability insurance plans, in each case on the same basis as other employees. We also pay the premiums for term life insurance and long-term disability for all of our employees, including our Named Executive Officers. None of our Named Executive Officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us. We generally do not provide perquisites or personal benefits to our Named Executive Officers, although we may from time to time provide signing bonuses or other reasonable benefits as our Compensation Committee determines appropriate.
We maintain our 401(k) Plan that provides eligible U.S. employees, including our Named Executive Officers, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual Code limits. Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. Our 401(k) Plan is intended to be qualified under Section 401(a) of the Code with our 401(k) Plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to our 401(k) Plan and earnings on those contributions are not taxable to the employees until distributed from our 401(k) Plan. We match employee contributions under the 401(k) Plan in an amount up to 3% of each applicable employee’s compensation (equivalent to a 50% match with respect to up to 6% of such employee’s compensation). We also pay, on behalf of our employees, a significant portion of premiums for health, life and disability insurance.
Employment Arrangements with Our Named Executive Officers
We consider it essential to the best interests of our stockholders to attract high quality executives and foster the continuous employment of our key management personnel. In this regard, we believe some severance arrangements are necessary. We also recognize that the possibility of a change in control may exist and that the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of our company and our stockholders. In order to reinforce and encourage the continued attention and dedication of certain key members of management, on December 21, 2015, the Compensation Committee approved the Executive Severance and Change in Control Policy (“Policy”). The purpose of the Policy is to provide certain of our senior management employees with compensation and benefits in the event of a termination of employment without Cause or for Good Reason.
33
Under the Policy, the terms below are generally defined as follows:
“Cause” generally means termination by the Company due to the employee’s (i) dishonest statements; (ii) commission of a felony or any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) failure to substantially perform the duties, functions and responsibilities of his or her position; (iv) gross negligence, willful misconduct or insubordination; or (v) a material breach by the employee of any provision of any agreement with the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.
“Good Reason” generally means (i) a material reduction in the employee’s responsibilities, authority or duties; (ii) a material reduction in the employee’s base compensation; or (iii) relocation of our executive headquarters to a location more than 50 miles from San Diego, California.
“Sale Event” generally means (i) the sale or other transfer of all or substantially all of the assets of our company, (ii) a merger to which the Company is a party and the Company’s stockholders do not own more than 50% of the combined voting power of the surviving entity or its parent company; (iii) the sale of all of the Company’s stock to un unrelated person, entity or group, or (iv) any other transaction in which the Company’s stockholders do not own more than 50% of the combined voting power of any successor entity.
The post-termination compensation and benefits under the Policy include the (i) acceleration of time-based vesting provisions of outstanding equity awards that would have vested within 12 months of the termination, (ii) severance in the amount of 12 months of base salary, and (iii) if the employee timely elects continued coverage under a group health plan sponsored by us under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), payment or reimbursement of the employer portion of group health care benefits under COBRA for up to 12 months after termination.
In addition, if the termination occurs within two months prior to or one year after the closing of a Sale Event, then, in lieu of the benefits described above, such eligible employee is entitled to (i) full acceleration of time-based vesting provisions of all outstanding equity awards, (ii) severance in the amount of 12 months of base salary, (iii) payment or reimbursement of the employee’s bonus target for the calendar year in which the termination occurred, and (iv) if the employee timely elects continued coverage under a group health plan sponsored by us under COBRA, payment of the employer portion of group health care benefits under COBRA for up to 12 months after termination.
In each case, receipt of any compensation or benefits under the Policy is subject to the eligible employee’s execution of a severance agreement and release.
To the extent Section 280G of the Code is applicable with respect to payments to an eligible employee, such eligible employee shall be entitled to receive either: (a) payment of the full amounts set forth above to which the eligible employee is entitled or (b) payment of such lesser amount that does not trigger excise taxes under Section 4999 of the Code, whichever results in the employee receiving a higher amount after taking into account all federal, state, and local income, excise and employment taxes.
Employees who are party to an agreement or an arrangement with us that provides greater benefits in the aggregate than set forth in the Policy are not eligible to receive any payments or benefits under the Policy.
In addition, we have also entered into a written employment agreement with our President and Chief Executive Officer that provides for payments in connection with his resignation, retirement or other termination, or a change in control, as described below.
Sanjay S. Shukla, M.D., M.S.
Under the terms of an employment agreement with Dr. Shukla entered into on November 1, 2017 in connection with his transition into the role of our President, Chief Executive Officer and principal executive officer (as amended in February 2021, the “CEO Employment Agreement”), Dr. Shukla is entitled to an initial annual base salary of $450,000, subject to annual review and increase as determined by the Compensation Committee. For 2023, Dr. Shukla’s annual base salary was $561,243. In addition, Dr. Shukla is eligible for an annual bonus target, in the amount of 50% of his then-current base salary for the calendar year, as determined by the Board of Directors.
34
Dr. Shukla’s employment is at-will. In the event that Dr. Shukla’s employment is terminated by Dr. Shukla for Good Reason or by us without Cause (as such terms are defined below), Dr. Shukla will be entitled to receive (i) the amount of his accrued but unpaid salary and unpaid expense reimbursements and any accrued but unused vacation as of the date of termination, (ii) any vested benefits Dr. Shukla may have under any employee benefit plan, which shall be paid in accordance with the terms of such employee benefit plans, as of the date of termination, (iii) any earned but unpaid incentive compensation from the prior calendar year, (iv) an amount equal to Dr. Shukla’s current annual base salary plus his annual target incentive compensation in the year of termination, (v) acceleration of the time-based vesting provisions of all stock options or other stock-based awards that would have vested within 12 months of the termination, and (vi) if he timely elects continued coverage under a group health plan sponsored by us under COBRA, payment or reimbursement of the employer portion of group health care benefits under COBRA for up to 12 months after termination, in the case of each of (iv), (v) and (vi), subject to the execution of a separation agreement and release.
In the event that Dr. Shukla’s employment is terminated by us without Cause or by Dr. Shukla for Good Reason within two months prior and 12 months after any Change in Control, as such terms are defined below, Dr. Shukla is entitled to (i) a cash payment equal to his then-current base salary plus his annual target incentive compensation in the year of termination, (ii) full acceleration of the time-based vesting provisions of all outstanding stock options or other stock-based awards, and (iii) if he timely elects continued coverage under a group health plan sponsored by us under COBRA, payment or reimbursement of the employer portion of group health care benefits under COBRA for up to 12 months after termination. On February 4, 2021, the Board of Directors approved an amendment to the CEO Employment Agreement to increase the cash payment payable to Dr. Shukla as described in (i) above to 1.5 times his then-current base salary plus his annual target incentive compensation in the year of termination.
Under the CEO Employment Agreement, the terms below are generally defined as follows:
“Cause” generally means termination by the Company due to Dr. Shukla’s (i) material act of willful misconduct in connection with the performance of his duties; (ii) conviction of, or the entry of a pleading of guilty or nolo contendere to, any crime involving fraud or embezzlement or any felony; (iii) willful and repeated failure to substantially perform the duties, functions and responsibilities of his positions; or (iv) a material breach by the employee of any of the material provisions contained in the CEO Employment Agreement; and
“Change in Control” generally means (i) any person or entity becomes the owner of more than 50% of the Company’s combined voting power; (ii) a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or (iii) the consummation of (A) a merger to which the Company is a party and the Company’s stockholders do not own more than 50% of the combined voting power of the surviving entity or its parent company, or (B) any sale or other transfer of all or substantially all of the assets of our company.
“Good Reason” generally means (i) a material reduction in Dr. Shukla’s responsibilities, authority or duties; (ii) a material reduction in Dr. Shukla’s Base Salary; or (iii) relocation of our executive headquarters to a location more than 50 miles from San Diego, California.
Jill M. Broadfoot
Ms. Broadfoot entered into an at-will employment offer letter with us on July 16, 2018, which provided for an initial base salary of $350,000, subject to adjustments as determined by us in our sole discretion. For 2023, Ms. Broadfoot’s annual base salary was $414,395. Pursuant to the terms of her employment offer letter, Ms. Broadfoot is eligible for an annual bonus, currently in a target amount of up to 40% of her then-current base salary, as determined by our Compensation Committee based on corporate achievements of goals and achievement of Ms. Broadfoot’s individual goals.
Ms. Broadfoot is also eligible to receive certain post-termination compensation and benefits in accordance with the Policy described above.
Nancy E. Denyes
Ms. Denyes entered into an at-will employment offer letter with us on October 7, 2014, which provided for an initial base salary of $240,000, subject to adjustments as determined by us in our sole discretion. For 2023, Ms. Denyes’ annual base salary was $396,635.
35
Ms. Denyes is also eligible to receive certain post-termination compensation and benefits in accordance with the Policy described above.
Change in Control and Severance Benefits
Under the terms of the employment arrangements with each of our Named Executive Officers described above, either we or the executive officer may terminate the executive officer’s employment at any time. Each of our Named Executive Officers is eligible, under the terms of the CEO Employment Agreement with Dr. Shukla or the terms of the Policy for Ms. Broadfoot and Ms. Denyes, to receive, in exchange for a release of claims, severance benefits upon termination of employment either by us or by the executive officer for Good Reason (as defined in the CEO Employment Agreement or the Policy, as applicable), with additional severance benefits provided in the event the termination is in connection with a change in control. In addition, the terms of equity awards granted to our Named Executive Officers are subject to the terms of our equity compensation plans and award agreements thereunder, which include accelerated vesting provisions upon certain change in control transactions. We do not provide any excise tax gross-ups or change-in-control benefits.
36
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information with respect to outstanding equity awards held by each of our Named Executive Officers as of December 31, 2023:
|
|
|
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||||||||||||
|
Name |
|
Vesting
|
|
Number of
|
|
|
Number of
|
|
|
Equity
|
|
Option
|
|
Option
|
|
|
Number Of Shares Or Units Of Stock That Have Not
|
|
|
Market Value Of Shares Or Units Of Stock That Have Not
|
|
|||||||
|
Sanjay S. Shukla, |
|
3/30/2016 |
|
|
11,642 |
|
(1) |
|
— |
|
|
|
— |
|
|
68.04 |
|
3/30/2026 |
|
|
|
— |
|
|
|
— |
|
|
|
M.D., M.S. |
|
9/13/2016 |
|
|
1,964 |
|
(2) |
|
— |
|
|
|
— |
|
|
42.84 |
|
9/13/2026 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/7/2017 |
|
|
4,642 |
|
(2) |
|
— |
|
|
|
— |
|
|
46.20 |
|
2/7/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
11/1/2017 |
|
|
32,142 |
|
(2) |
|
— |
|
|
|
— |
|
|
56.00 |
|
11/1/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/6/2018 |
|
|
21,428 |
|
(2) |
|
— |
|
|
|
— |
|
|
46.20 |
|
2/6/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/6/2019 |
|
|
14,285 |
|
(2) |
|
— |
|
|
|
— |
|
|
7.24 |
|
2/6/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/5/2020 |
|
|
37,688 |
|
(2) |
|
1,639 |
|
|
|
— |
|
|
4.51 |
|
2/5/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/26/2020 |
|
|
32,762 |
|
(2) |
|
3,809 |
|
|
|
— |
|
|
4.06 |
|
5/26/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/4/2021 |
|
|
79,666 |
|
(2) |
|
32,803 |
|
|
|
— |
|
|
4.52 |
|
2/4/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/21/2021 |
|
|
133,688 |
|
(2) |
|
73,312 |
|
|
|
— |
|
|
4.45 |
|
5/21/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/3/2022 |
|
|
38,042 |
|
(2) |
|
44,958 |
|
|
|
— |
|
|
5.52 |
|
2/3/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/3/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
31,125 |
|
(6) |
|
43,886 |
|
|
|
|
5/24/2022 |
|
|
204,361 |
|
(2) |
|
311,919 |
|
|
|
— |
|
|
2.81 |
|
5/24/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/16/2023 |
|
|
70,020 |
|
(2) |
|
266,075 |
|
|
|
— |
|
|
2.20 |
|
2/16/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
Jill M. Broadfoot |
|
7/30/2018 |
|
|
14,285 |
|
(1) |
|
— |
|
|
|
— |
|
|
11.41 |
|
7/30/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/6/2019 |
|
|
3,571 |
|
(2) |
|
— |
|
|
|
— |
|
|
7.24 |
|
2/6/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/5/2020 |
|
|
22,386 |
|
(2) |
|
973 |
|
|
|
— |
|
|
4.51 |
|
2/5/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/26/2020 |
|
|
13,438 |
|
(2) |
|
1,562 |
|
|
|
— |
|
|
4.06 |
|
5/26/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/4/2021 |
|
|
35,417 |
|
(2) |
|
14,583 |
|
|
|
— |
|
|
4.52 |
|
2/4/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/21/2021 |
|
|
34,875 |
|
(2) |
|
19,125 |
|
|
|
— |
|
|
4.45 |
|
5/21/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/3/2022 |
|
|
13,750 |
|
(2) |
|
16,250 |
|
|
|
— |
|
|
5.52 |
|
2/3/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/3/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
11,250 |
|
(6) |
|
15,863 |
|
|
|
|
5/24/2022 |
|
|
29,825 |
|
(2) |
|
45,522 |
|
|
|
— |
|
|
2.81 |
|
5/24/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/16/2023 |
|
|
17,505 |
|
(2) |
|
66,518 |
|
|
|
— |
|
|
2.20 |
|
2/16/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
Nancy E. Denyes |
|
10/10/2014 |
|
|
2,542 |
|
(3) |
|
— |
|
|
|
— |
|
|
248.36 |
|
10/10/2024 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
4/17/2015 |
|
|
448 |
|
(4) |
|
— |
|
|
|
— |
|
|
128.10 |
|
4/17/2025 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/6/2015 |
|
|
628 |
|
(2) |
|
— |
|
|
|
— |
|
|
196.00 |
|
5/6/2025 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
10/1/2015 |
|
|
1,214 |
|
(2) |
|
— |
|
|
|
— |
|
|
143.36 |
|
10/1/2025 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
1/27/2016 |
|
|
1,428 |
|
(2) |
|
— |
|
|
|
— |
|
|
85.96 |
|
1/27/2026 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
9/13/2016 |
|
|
2,607 |
|
(2) |
|
— |
|
|
|
— |
|
|
42.84 |
|
9/13/2026 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/7/2017 |
|
|
2,500 |
|
(2) |
|
— |
|
|
|
— |
|
|
46.20 |
|
2/7/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/6/2018 |
|
|
3,571 |
|
(2) |
|
— |
|
|
|
— |
|
|
46.20 |
|
2/6/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/16/2018 |
|
|
3,571 |
|
(5) |
|
— |
|
|
|
— |
|
|
11.90 |
|
5/16/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/6/2019 |
|
|
8,928 |
|
(2) |
|
— |
|
|
|
— |
|
|
7.24 |
|
2/6/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/5/2020 |
|
|
13,204 |
|
(2) |
|
574 |
|
|
|
— |
|
|
4.51 |
|
2/5/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/26/2020 |
|
|
13,438 |
|
(2) |
|
1,562 |
|
|
|
— |
|
|
4.06 |
|
5/26/2030 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/4/2021 |
|
|
31,875 |
|
(2) |
|
13,125 |
|
|
|
— |
|
|
4.52 |
|
2/4/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
5/21/2021 |
|
|
38,104 |
|
(2) |
|
20,896 |
|
|
|
— |
|
|
4.45 |
|
5/21/2031 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/3/2022 |
|
|
9,854 |
|
(2) |
|
11,646 |
|
|
|
— |
|
|
5.52 |
|
2/3/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/3/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
8,062 |
|
(6) |
|
11,368 |
|
|
|
|
5/24/2022 |
|
|
34,872 |
|
(2) |
|
53,225 |
|
|
|
— |
|
|
2.81 |
|
5/24/2032 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
2/16/2023 |
|
|
17,505 |
|
(2) |
|
66,518 |
|
|
|
— |
|
|
2.20 |
|
2/16/2033 |
|
|
|
— |
|
|
|
— |
|
|
|
Year |
Summary Compensation Table Total for Principal Executive Officer (“PEO”) (1) |
|
Compensation Actually Paid to PEO (2) |
|
Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”) (3) |
|
Average Compensation Actually Paid to Non-PEO NEOs (4) |
|
Value of Initial Fixed $100 Investment Based On Total Stockholder Return (“TSR”) (5) |
|
Company Net Income (Loss) (thousands) |
|
||||||
|
(a) |
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
||||||
|
2023 |
$ |
1,300,525 |
|
$ |
596,670 |
|
$ |
664,560 |
|
$ |
473,280 |
|
$ |
36.34 |
|
$ |
(50,389 |
) |
|
2022 |
$ |
2,411,435 |
|
$ |
480,848 |
|
$ |
885,511 |
|
$ |
29,260 |
|
$ |
56.44 |
|
$ |
(45,338 |
) |
|
2021 |
$ |
1,892,708 |
|
$ |
1,647,683 |
|
$ |
904,366 |
|
$ |
1,119,241 |
|
$ |
192.43 |
|
$ |
(33,777 |
) |
|
Year |
NEOs |
Summary Compensation Table (“SCT”) Total Compensation |
|
Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the SCT for Applicable Year* |
|
Add: Fair Value at Applicable Year End of Awards Granted during Applicable Year that Remain Unvested as of Applicable Year End* |
|
Add: Change in Fair Value from the end of the Prior Year to the end of the Applicable Year of Awards Granted during Prior Year that were Outstanding and Unvested as of Applicable Year End* |
|
Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY* |
|
Add: Change in Fair Value as of the Vesting Date of Awards Granted in Prior Year that Vested in the Applicable Year |
|
Compensation Actually Paid |
|
|||||||
|
2023 |
PEO |
$ |
1,300,525 |
|
$ |
532,341 |
|
$ |
220,536 |
|
$ |
(374,017 |
) |
$ |
79,723 |
|
$ |
(97,756 |
) |
$ |
596,670 |
|
|
|
Average Non-PEO NEOs |
$ |
664,560 |
|
$ |
133,084 |
|
$ |
110,267 |
|
$ |
(162,087 |
) |
$ |
39,861 |
|
$ |
(46,237 |
) |
$ |
473,280 |
|
* The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
39
Analysis of the Information Presented in the Pay versus Performance Table
We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation Actually Paid and Net Income (Loss)
Our company has not historically looked to net income (loss) as a performance measure for our executive compensation program. Our net loss was $(45.3) million in 2022 and $(50.4) million in 2023. As a result, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented. The graph below shows the relationship between compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs, on one hand, to the Company’s net loss over the three years presented, on the other hand.
Compensation Actually Paid and Cumulative TSR
The graph below shows the relationship between compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs, on one hand, to the Company’s cumulative TSR over the three years presented, on the other hand.
40
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Equity Compensation Plans
2015 Stock Plan
A description of this plan is included in “Proposal 4—Approval of an Amendment to the 2015 Stock Plan.”
2014 Stock Plan
Our 2014 Stock Plan was originally adopted by our Board of Directors and our stockholders in 2007, and was subsequently amended and restated in 2014. Our Board of Directors has determined not to grant any further awards under our 2014 Stock Plan. The shares of common stock underlying any awards that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise) under the 2014 Stock Plan will be added to the shares of common stock available for issuance under our 2015 Stock Plan.
2015 ESPP
Additional long-term equity incentives are provided through our 2015 ESPP, which became effective in connection with the Company’s initial public offering in May 2015.
All employees (including our named Executive Officers) who have been employed by us or our designated subsidiaries for at least six months and whose customary employment is for more than 20 hours a week are eligible to participate in the 2015 ESPP. Any employee who owns, or would own upon such purchase under the 2015 ESPP, 5% or more of the voting power or value of our stock is not eligible to purchase shares under our the 2015 ESPP.
We may make one or more offerings to our employees to purchase stock under the 2015 ESPP. Unless otherwise determined by the administrator of the 2015 ESPP, six month offering periods will begin each May 16th and November 16th, respectively, each referred to as offering periods. The administrator may designate different offering periods in its discretion but no offering shall exceed 12 months in duration or overlap with another offering.
Each employee who is a participant in the 2015 ESPP may purchase shares by authorizing payroll deductions at a minimum of 1% and up to 15% of his or her eligible compensation for each pay period. Unless the participating employee has
41
previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase common stock on the last business day of the offering period at a price equal to 85% of the fair market value of the common stock on either the first or the last day of the offering period, whichever is lower, provided that no more than 2,500 shares of common stock or such other lesser maximum number established by the plan administrator may be purchased by any one employee during each offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of common stock, valued at the start of the purchase period, under the 2015 ESPP in any calendar year.
The accumulated payroll deductions of any employee who is not a participant on the last day of an offering period will be refunded. An employee’s rights under the 2015 ESPP terminate upon voluntary withdrawal from the plan or when the employee ceases employment for any reason.
The 2015 ESPP may be terminated or amended by our Board of Directors at any time. Amendments that increase the number of shares of our common stock authorized under the 2015 ESPP and certain other amendments require the approval of our stockholders.
The 2015 ESPP is designed to allow us to continue to provide our employees with the opportunity to acquire an ownership interest in the Company through their participation in the 2015 ESPP, thereby encouraging them to remain in our service and more closely aligning their interests with those of our stockholders.
2022 Inducement Plan
The Compensation Committee adopted the 2022 Inducement Plan in March 2022, which became effective upon adoption. The 2022 Inducement Plan was adopted without stockholder approval, as permitted by the Nasdaq listing rules. The 2022 Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, performance-based cash awards and other forms of equity compensation, and its terms are substantially similar to the stockholder-approved 2015 Stock Plan. In accordance with relevant Nasdaq listing rules, awards under the 2022 Inducement Plan may only be made to individuals who were not previously employees or non-employee directors of ours (or following such individuals’ bona fide period of non-employment with us), as an inducement material to the individual’s entry into employment with us. In addition, awards must be approved by either a majority of the Company’s “independent directors” (as such term is defined in Nasdaq Listing Rule 5605(a)(2)) or the Compensation Committee, provided such committee is comprised solely of independent directors.
The maximum number of shares of our common stock that may be issued under our 2022 Inducement Plan is 300,000 shares. Shares subject to stock awards granted under our 2022 Inducement Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under our 2022 Inducement Plan. Additionally, shares become available for future grant under our 2022 Inducement Plan if they were issued under stock awards granted under our 2022 Inducement Plan and we repurchase or reacquire them or they are forfeited.
We have granted nonstatutory stock option awards to purchase an aggregate of 229,000 shares of common stock to new hires who joined the Company during 2022 and 2023 as material inducements to their acceptance of employment with us in accordance with Nasdaq Listing Rule 5635(c)(4). Of the 229,000 shares of common stock granted, 204,633 shares remain outstanding and were granted pursuant to a form of nonstatutory stock option grant notice and option agreement previously approved by the Board of Directors, and 24,367 shares were forfeited and have been added to the shares available for issuance under the 2022 Inducement Plan.
Director Compensation
Our Board of Directors adopted a non-employee director compensation policy in May 2015 that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber non-employee directors. In January 2016, February 2017, February 2022 and February 2024, our Board of Directors adopted amendments to the policy with respect to the cash and equity component of compensation to our non-employee directors. Under this policy, as amended to date, all non-employee directors are paid cash compensation for service on the Board of Directors and committees of the Board of Directors as set forth below, prorated based on days of service during a calendar year.
42
|
Board of Directors |
|
Annual Retainer |
|
|
|
|
All non-employee members |
|
$ |
40,000 |
|
|
|
Additional retainer for Chairperson |
|
$ |
35,000 |
|
|
|
Audit Committee: |
|
|
|
|
|
|
Chairperson |
|
$ |
25,000 |
|
|
|
Non-Chairperson members |
|
$ |
8,000 |
|
|
|
Compensation Committee: |
|
|
|
|
|
|
Chairperson |
|
$ |
12,000 |
|
|
|
Non-Chairperson members |
|
$ |
6,000 |
|
|
|
Nominating and Corporate Governance Committee: |
|
|
|
|
|
|
Chairperson |
|
$ |
8,000 |
|
|
|
Non-Chairperson members |
|
$ |
4,000 |
|
|
In addition, under the policy, each newly appointed or elected non-employee director will receive an option grant to purchase up to 48,000 shares of common stock, which will vest in equal monthly installments during the 36 months following the grant date, subject to the director’s continued service on our Board of Directors. Thereafter, on the date of each annual meeting of stockholders, each continuing non-employee director will be eligible to receive an annual option grant to purchase up to 24,000 shares of common stock, which will vest in full upon the earlier of the first anniversary of the date of grant or the date of the following annual meeting of stockholders, subject to the director’s continued service on our Board of Directors (each, an “Annual Grant”). All of the foregoing options will be granted with an exercise price equal to the fair market value of our common stock on the date of grant.
We have agreed to reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending Board and committee meetings.
Director Compensation Table—2023
The following table sets forth information with respect to the compensation earned by our non-employee directors during the fiscal year ended December 31, 2023. During 2023, Dr. Shukla did not receive compensation for his service on the Board of Directors. The compensation paid to Dr. Shukla as an employee of our company is set forth under the heading “Executive Compensation—Summary Compensation Table”.
|
Name |
|
Fees Earned or Paid in Cash |
|
|
Option Awards (1) |
|
|
Total |
|
|||
|
Timothy P. Coughlin (Chairman) (2) |
|
$ |
71,000 |
|
|
$ |
21,198 |
|
|
$ |
92,198 |
|
|
John K. Clarke (3) |
|
$ |
99,641 |
|
|
$ |
21,198 |
|
|
$ |
120,839 |
|
|
Jane A. Gross, Ph.D. (4) |
|
$ |
47,679 |
|
|
$ |
21,198 |
|
|
$ |
68,877 |
|
|
Svetlana Lucas, Ph.D. (5) |
|
$ |
52,000 |
|
|
$ |
21,198 |
|
|
$ |
73,198 |
|
|
Paul Schimmel, Ph.D. (6) |
|
$ |
40,000 |
|
|
$ |
21,198 |
|
|
$ |
61,198 |
|
|
Sara L. Zaknoen, M.D. (7) |
|
$ |
45,679 |
|
|
$ |
21,198 |
|
|
$ |
66,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the compensation agreements and other arrangements described under “Executive Compensation” and the transactions described below, since January 1, 2022, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.
Executive Officer and Director Compensation
Employment Agreements
We have entered into offer letters or employment agreements with each of our Named Executive Officers. For more information regarding these arrangements, see “Executive Compensation—Employment Arrangements with Our Named Executive Officers.”
Stock Option Awards
For information regarding stock option awards and other equity incentive awards granted to our Named Executive Officers and directors, see “Director Compensation” and “Executive Compensation.”
Participation in Offerings
In February 2023, we completed an underwritten follow-on public offering of 23,125,000 shares of our common stock, including the partial exercise of the underwriters’ option to purchase additional shares, at a price to the public of $2.25 per share. The total net proceeds from the offering were approximately $48.1 million, after deducting underwriting discounts, commissions and offering expenses payable by us. Funds affiliated with Federated Hermes Inc. and FMR LLC (each then and now beneficial owners of more than 5% of common stock), participated in this underwritten public offering.
In May 2023, Dr. Paul Schimmel (then and now a member of our Board of Directors) purchased 200,000 shares of our common stock for approximately $450,000 at a weighted average price per share of $2.25 through our ATM Offering Program with Jefferies.
Indemnification Agreements
We have entered into agreements to indemnify our directors and executive officers. These agreements will, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our Board of Directors to the maximum extent allowed under Delaware law.
Procedures for Approval of Related Person Transactions
The Audit Committee conducts an appropriate review of all related person transactions for potential conflict of interest situations on an ongoing basis, and the approval of the Audit Committee is required for all such transactions. The Audit Committee follows the policies and procedures set forth in our written Related Person Transaction Policy in order to facilitate such review.
44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth the beneficial ownership of the Company’s common stock as of March 1, 2024 by: (i) each of the executive officers named in the table under the heading “Summary Compensation Table,” (ii) each current director, (iii) all current directors and executive officers as a group, and (iv) all persons known to the Company to be the beneficial owners of more than 5% of the Company’s common stock. The table is based upon information supplied by our executive officers, directors and principal stockholders and a review of filings by the beneficial owners with the SEC pursuant to Sections 13(d) and 13(g) of the Exchange Act. A total of 67,443,167 shares of the Company’s common stock were issued and outstanding as of March 1, 2024.
|
Beneficial Owner (1) |
Number of Shares of Common Stock Owned (2) |
|
Number of Shares of Common Stock Acquirable Within 60 Days (3) |
|
Total Number of Shares of Common Stock Beneficially Owned (4) |
|
Percentage of Shares Beneficially Owned |
|
||||
|
5% Stockholders: |
|
|
|
|
|
|
|
|
||||
|
Federated Hermes Inc. (5) |
|
|
|
|
|
|
|
|
||||
|
1001 Liberty Avenue |
|
|
|
|
|
|
|
|
||||
|
Pittsburgh, PA 15222 |
|
10,169,600 |
|
— |
|
|
10,169,600 |
|
|
15.1 |
% |
|
|
FMR LLC (6) |
|
|
|
|
|
|
|
|
||||
|
245 Summer Street, |
|
|
|
|
|
|
|
|
||||
|
Boston, MA 02210 |
|
8,784,009 |
|
— |
|
|
8,784,009 |
|
|
13.0 |
% |
|
|
Logos Global Management GP LLC (7) |
|
|
|
|
|
|
|
|
||||
|
One Letterman Drive, Building C, Suite C3- 350 |
|
|
|
|
|
|
|
|
||||
|
San Francisco, CA 94129 |
|
5,800,000 |
|
— |
|
|
5,800,000 |
|
|
8.6 |
% |
|
|
Named Executive Officers and Directors: |
|
|
|
|
|
|
|
|
||||
|
Sanjay S. Shukla, M.D., M.S. (8) |
|
116,548 |
|
|
829,085 |
|
|
945,633 |
|
|
1.4 |
% |
|
Jill M. Broadfoot (9) |
|
20,821 |
|
|
221,097 |
|
|
241,918 |
|
* |
|
|
|
Nancy E. Denyes (10) |
|
14,767 |
|
|
222,290 |
|
|
237,057 |
|
* |
|
|
|
John K. Clarke (11) |
|
19,797 |
|
|
10,261 |
|
|
30,058 |
|
* |
|
|
|
Timothy P. Coughlin (12) |
|
6,000 |
|
|
9,425 |
|
|
15,425 |
|
* |
|
|
|
Jane A. Gross, Ph.D. (13) |
|
6,000 |
|
|
5,141 |
|
|
11,141 |
|
* |
|
|
|
Svetlana Lucas, Ph.D. (14) |
|
6,000 |
|
|
5,141 |
|
|
11,141 |
|
* |
|
|
|
Paul Schimmel, Ph.D. (15) |
|
1,001,056 |
|
|
10,763 |
|
|
1,011,819 |
|
|
1.5 |
% |
|
Sara A. Zaknoen, M.D. (16) |
|
6,000 |
|
|
2,222 |
|
|
8,222 |
|
* |
|
|
|
All directors and executive officers as a group (9 persons) (17) |
|
1,196,989 |
|
|
1,315,425 |
|
|
2,512,414 |
|
|
3.7 |
% |
* Represents beneficial ownership of less than 1% of the shares of common stock.
45
46
The following Audit Committee Report is not considered proxy solicitation material and is not deemed filed with the SEC. Notwithstanding anything to the contrary set forth in any of the Company’s filings made under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate filings made by the Company under those statutes, the Audit Committee Report shall not be incorporated by reference into any prior filings or into any future filings made by the Company under those statutes.
AUDIT COMMIT TEE REPORT
The Audit Committee of the Board of Directors (the “Audit Committee”) has furnished this report concerning the independent audit of the Company’s financial statements. Each member of the Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and rulemaking of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market regulations. A copy of the Audit Committee Charter is available on the Company’s website at http://www.atyrpharma.com.
The Audit Committee’s responsibilities include assisting the Board of Directors regarding the oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal audit function and the independent registered public accounting firm.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2023 with the Company’s management and Ernst Young LLP. In addition, the Audit Committee has discussed with Ernst Young LLP, with and without management present, their evaluation of the Company’s internal accounting controls and overall quality of the Company’s financial reporting. The Audit Committee also discussed with Ernst Young LLP the matters required to be discussed by Statement on Auditing Standards No. 114 (formerly SAS 61), as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee also received the written disclosures and the letter from Ernst Young LLP required by the Public Company Accounting Oversight Board Rule 3526 and the Audit Committee discussed the independence of Ernst Young LLP with that firm.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The Audit Committee and the Board of Directors have recommended the selection of Ernst Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
|
|
|
AUDIT COMMITTEE |
||||||||||||
|
|
|
TIMOTHY P. COUGHLIN, CHAIRMAN
|
|
|
By Order of the Board of Directors, |
|
|
|
|
|
|
|
|
Sanjay S. Shukla, M.D., M.S. |
|
|
President, Chief Executive Officer and Director |
