04/14/2021 | Press release | Distributed by Public on 04/14/2021 15:17
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
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When and where will the Annual Meeting be held?
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What are the purposes of the Annual Meeting?
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Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?
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Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead
of a paper copy of proxy materials? |
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What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials?
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Can I vote my shares by filling out and returning the Notice and Access Card?
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Who is entitled to vote at the Annual Meeting?
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What is the difference between being a 'record holder' and holding shares in 'street name'?
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What do I do if my shares are held in 'street name'?
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How many shares must be present to hold the Annual Meeting?
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What are 'broker non-votes'?
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| | | | 3 | | |
What if a quorum is not present at the Annual Meeting?
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How do I vote my shares without attending the Annual Meeting?
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How can I attend and vote at the Annual Meeting?
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What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?
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How does the Board recommend that I vote?
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How many votes are required to approve each proposal?
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What if I do not specify how my shares are to be voted?
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Who will count the votes?
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Can I revoke or change my vote after I submit my proxy?
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Who will pay for the cost of this proxy solicitation?
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Why hold a virtual meeting?
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Will I be able to ask questions at the Annual Meeting?
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PROPOSAL NO. 1 - ELECTION OF DIRECTORS
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Board Size and Structure
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Current Directors and Terms
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| | | | 8 | | |
Nominees for Director
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| | | | 8 | | |
Information About Board Nominees and Continuing Directors
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Nominees for Election to Three-Year Terms Expiring No Later than the 2024 Annual Meeting
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Class I Directors Whose Terms Expire at the 2022 Annual Meeting of Stockholders
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Class II Directors Whose Terms Expire at the 2023 Annual Meeting of Stockholders
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Board Recommendation
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PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Appointment of Independent Registered Public Accounting Firm
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Change in Independent Registered Public Accounting Firm
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Audit, Audit-Related, Tax and All Other Fees
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Page
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Pre-Approval Policies and Procedures
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| | | | 13 | | |
Board Recommendation
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Audit Committee Report
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PROPOSAL NO. 3 - APPROVAL OF AN AMENDMENT TO THE COMPANY'S AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION TO AUTHORIZE ADDITIONAL SHARES OF COMMON STOCK |
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Purpose of Share Increase Amendment
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Effect of Approval of Proposed Amendment
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Potential Anti-Takeover Effect
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Dissenters' Rights of Appraisal
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Board Recommendation
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PROPOSAL FOUR - APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING
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Board Recommendation
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EXECUTIVE OFFICERS
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CORPORATE GOVERNANCE
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Corporate Governance Guidelines
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Board Leadership Structure
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Director Independence
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Board Committees
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Audit Committee
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Compensation Committee
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Compensation Consultants
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Nominating and Corporate Governance Committee
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Board and Board Committee Meetings and Attendance
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| | | | 24 | | |
Executive Sessions
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Director Attendance at Annual Meeting of Stockholders
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Director Nominations Process
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Board Role in Risk Oversight
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| | | | 26 | | |
Committee Charters and Corporate Governance Guidelines
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Code of Business Conduct and Ethics
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Anti-Hedging Policy
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Communications with the Board
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Compensation Committee Interlocks and Insider Participation
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EXECUTIVE COMPENSATION
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Summary Compensation Table
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Narrative to Summary Compensation Table
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Other Elements of Compensation
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Outstanding Equity Awards at Year End
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Employment Arrangements
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Equity Compensation Plan Information
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DIRECTOR COMPENSATION
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Director Compensation Table
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STOCK OWNERSHIP
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Page
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Security Ownership of Certain Beneficial Owners and Management
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Delinquent Section 16(a) Reports
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CERTAIN TRANSACTIONS WITH RELATED PERSONS
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Policies and Procedures on Transactions with Related Persons
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BioXcel LLC
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Amended and Restated Asset Contribution Agreement with BioXcel LLC
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Amended and Restated Separation and Shared Services Agreement
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Purchase Agreement
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| | | | 37 | | |
Consulting Arrangements with BioXcel LLC Employees
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inveniAI
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| | | | 37 | | |
Director and Officer Indemnification and Insurance
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| | | | 37 | | |
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
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HOUSEHOLDING | | | | | 39 | | |
2020 ANNUAL REPORT
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Proposal
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Votes Required
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Voting Options
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Impact of
'Withhold' or 'Abstain' Votes |
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Broker
Discretionary Voting Allowed |
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Proposal No. 1: Election of Directors | | | The plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. This means that the two nominees receiving the highest number of affirmative 'FOR' votes will be elected as Class III directors. | | |
'FOR ALL'
'WITHHOLD ALL'
'FOR ALL EXCEPT'
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None(1)
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No(3)
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Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively at the Annual Meeting by the holders entitled to vote thereon. | | |
'FOR'
'AGAINST'
'ABSTAIN'
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None(2)
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Yes(4)
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Proposal No. 3: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation | | | The affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote at the Annual Meeting. | | |
'FOR'
'AGAINST'
'ABSTAIN'
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Abstentions have the same effect as votes against the proposal
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Yes(4)
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Class I Director -
Current Term Ending at 2022 Annual Meeting |
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Class II Director -
Current Term Ending at 2023 Annual Meeting |
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Class III Director -
Current Term Ending at this Annual Meeting |
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Krishnan Nandabalan, Ph.D.
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Sandeep Laumas, M.D.
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Vimal Mehta, Ph.D.
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June Bray
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Michal Votruba, M.D., Ph.D.
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Peter Mueller, Ph.D.
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Class III Directors
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Age
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Served as
Director Since |
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Current Positions with BTAI
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Vimal Mehta, Ph.D.
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60
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| | April 2017 | | | Chief Executive Officer and President, and Director | |
Peter Mueller, Ph.D.
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65
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| | April 2017 | | | Chairman of the Board | |
Class I Directors
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Age
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Served as
Director Since |
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Current Positions with BTAI
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June Bray
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67
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March 2021
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| | Director | |
Krishnan Nandabalan, Ph.D.
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58
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May 2017
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| | Director and Chief Digital Officer | |
Class II Directors
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Age
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Served as
Director Since |
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Current Positions with BTAI
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Sandeep Laumas, M.D.
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53
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September 2017
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| | Director | |
Michal Votruba, M.D., Ph.D.
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55
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March 2019
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| | Director | |
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Year Ended
December 31, |
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2020
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2019
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Audit Fees(1)
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| | | $ | 352,285 | | | | | $ | 356,530 | | |
Audit-Related Fees
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| | | | - | | | | | | - | | |
Tax Fees
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| | | | - | | | | | | - | | |
All Other Fees
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| | | | - | | | | | | - | | |
Total | | | | $ | 352,285 | | | | | $ | 356,530 | | |
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As of
April 12, 2021 |
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Upon
Effectiveness of Amendment |
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TOTAL AUTHORIZED SHARES OF COMMON STOCK
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| | | | 50,000,000 | | | | | | 100,000,000 | | |
Outstanding shares of common stock
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| | | | 24,631,573 | | | | | | 24,631,573 | | |
Shares of common stock authorized for future issuance under the Company's incentive plans
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| | | | 628,467 | | | | | | 628,467 | | |
Shares of common stock authorized for future issuance under the Company's employee stock purchase plan
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| | | | 344,172 | | | | | | 344,172 | | |
Shares of common stock subject to outstanding equity awards under the Company's incentive plans
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| | | | 4,090,078 | | | | | | 4,090,078 | | |
Shares of common stock subject to outstanding options under the Company's
employee stock purchase plan |
| | | | - | | | | | | - | | |
TOTAL OUTSTANDING SHARES OF COMMON STOCK, SHARES OF
COMMON STOCK SUBJECT TO OUTSTANDING EQUITY AWARDS AND OPTIONS, AND SHARES OF COMMON STOCK AUTHORIZED FOR FUTURE ISSUANCE UNDER THE COMPANY'S INCENTIVE AND EMPLOYEE STOCK PURCHASE PLANS |
| | | | 29,694,290 | | | | | | 29,694,290 | | |
SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE
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| | | | 20,305,710 | | | | | | 70,305,710 | | |
Executive Officer
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Age
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Position
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In Current
Position Since |
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Vimal Mehta
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60
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| | Chief Executive Officer and President, and Director | | |
2017
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Richard Steinhart
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64
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| | Senior Vice President and Chief Financial Officer | | |
2017
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Reina Benabou, M.D., Ph.D.
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57
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| | Senior Vice President and Chief Development Officer | | |
2020
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William P. Kane, Jr.
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59
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Executive Vice President and Chief Commercial Officer
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2020
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Vincent O'Neill, M.D.
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52
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| | Senior Vice President and Chief Medical Officer | | |
2017
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Javier Rodriguez
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49
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| | Senior Vice President, Chief Legal Officer and Corporate Secretary | | |
2021
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Frank Yocca, Ph.D.
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65
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| | Senior Vice President and Chief Scientific Officer | | |
2017
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•
Board size, independence and qualifications
•
Executive sessions of independent directors
•
Board leadership structure
•
Director qualifications and selection of new directors
•
Director orientation and continuing education
•
Limits on board service
•
Change of principal occupation
•
Term limits
•
Director responsibilities
•
Director compensation
•
Stock ownership
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•
Conflicts of Interest
•
Interaction with investors, the press and customers
•
Board access to senior management
•
Board access to independent advisors
•
Board and committee self-evaluations
•
Board meetings
•
Director attendance
•
Meeting materials
•
Board committees, responsibilities and independence
•
Succession planning
•
Risk management
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Director
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Audit
Committee |
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Compensation
Committee |
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Nominating and
Corporate Governance Committee |
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June Bray
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-
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-
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X
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Sandeep Laumas, M.D.
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Chair
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X
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X
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Peter Mueller, Ph.D.
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X
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Chair
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Chair
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Michal Votruba, M.D., Ph.D.
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X
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-
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-
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Name and Principal Position
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Year
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Salary
($) |
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Bonus
($) |
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Option
Awards ($)(1) |
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Non-Equity
Incentive Plan Compensation ($)(2) |
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All Other
Compensation ($)(3) |
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Total
($) |
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Vimal Mehta, Ph.D.
|
| | | | 2020 | | | | | | 890,000 | | | | | | - | | | | | | 8,122,500 | | | | | | 556,250 | | | | | | 7,800 | | | | | | 9,576,550 | | |
Chief Executive Officer and President
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| | | | 2019 | | | | | | 459,000 | | | | | | - | | | | | | 1,269,131 | | | | | | 233,000 | | | | | | 7,800 | | | | | | 1,968,931 | | |
William P. Kane, Jr.
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| | | | 2020 | | | | | | 245,455(4) | | | | | | - | | | | | | 4,185,500 | | | | | | 138,699 | | | | | | - | | | | | | 4,569,654 | | |
Executive Vice President and Chief Commercial Officer
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Reina Benabou, M.D., Ph.D.
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| | | | 2020 | | | | | | 197,443(5) | | | | | | - | | | | | | 2,462,400 | | | | | | 76,341 | | | | | | - | | | | | | 2,736,184 | | |
Senior Vice President and Chief Development Officer
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Name
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Option Awards
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Vesting
Commencement Date |
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Number of
Securities Underlying Unexercised Options Exercisable (#) |
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Number of
Securities Underlying Unexercised Options Unexercisable (#) |
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Option
Exercise Price ($) |
| |
Option
Expiration Date |
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Vimal Mehta, Ph.D.
|
| | | | 08/23/2017 | | | | | | 474,000 | | | | | | - | | | | | | 0.41 | | | | | | 08/23/2027 | | |
| | | | | 05/23/2019(1) | | | | | | 121,223 | | | | | | 66,477 | | | | | | 10.04 | | | | | | 05/23/2029 | | |
| | | | | 05/26/2020(2) | | | | | | - | | | | | | 250,000 | | | | | | 45.99 | | | | | | 05/26/2030 | | |
William P. Kane, Jr
|
| | | | 06/15/2020(3) | | | | | | - | | | | | | 110,000 | | | | | | 52.82 | | | | | | 06/15/2030 | | |
Reina Benabou. M.D., Ph.D.
|
| | | | 06/22/2020(4) | | | | | | - | | | | | | 60,000 | | | | | | 56.97 | | | | | | 06/22/2030 | | |
Plan Category
|
| |
Number of
securities to be issued upon exercise of outstanding options, warrants and rights (a) |
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Weighted-average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(4) (c) |
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Equity compensation plans approved by security
holders(1) |
| | | | 3,897,826(2) | | | | | $ | 16.15(3) | | | | | | 258,370 | | |
Equity compensation plans not approved by security holders
|
| | | | - | | | | | | - | | | | | | - | | |
Total
|
| | | | 3,897,826 | | | | | $ | 16.15 | | | | | | 258,370 | | |
Position
|
| |
Amount
|
| |||
Base Board Fee
|
| | | $ | 60,000 | | |
Chair of Board
|
| | | $ | 30,000 | | |
Chair of Audit Committee
|
| | | $ | 20,000 | | |
Chair of Compensation Committee
|
| | | $ | 10,000 | | |
Chair of Nominating and Corporate Governance Committee
|
| | | $ | 7,000 | | |
Member of Audit Committee (non-Chair)
|
| | | $ | 7,500 | | |
Member of Compensation Committee (non-Chair)
|
| | | $ | 5,000 | | |
Member of Nominating and Corporate Governance Committee (non-Chair)
|
| | | $ | 3,500 | | |
Name
|
| |
Fees Earned
or Paid in Cash($) |
| |
Option
Awards($)(1) |
| |
All Other
Compensation ($)(1) |
| |
Total ($)
|
| ||||||||||||
Peter Mueller, Ph.D.
|
| | | | 114,500 | | | | | | 841,250(2) | | | | | | - | | | | | | 955,750 | | |
Sandeep Laumas, M.D.
|
| | | | 88,500 | | | | | | 673,000(3) | | | | | | - | | | | | | 761,500 | | |
Krishnan Nandabalan, Ph.D.(5)
|
| | | | - | | | | | | 142,800 | | | | | | 150,000 | | | | | | 292,800 | | |
Michal Votruba, M.D., Ph.D.
|
| | | | 67,500 | | | | | | 673,000(4) | | | | | | - | | | | | | 740,500 | | |
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percentage of Shares
Beneficially Owned |
| ||||||
Holders of more than 5%: | | | | | | | | | | | | | |
BioXcel LLC(1)
|
| | | | 9,020,000 | | | | | | 36.6% | | |
FMR LLC(2)
|
| | | | 2,001,988 | | | | | | 8.1% | | |
State Street Corporation(3)
|
| | | | 1,673,996 | | | | | | 6.8% | | |
Named executive officers and directors: | | | | | | | | | | | | | |
Vimal Mehta, Ph.D.(1)(4)
|
| | | | 9,709,232 | | | | | | 38.4% | | |
William P. Kane, Jr.
|
| | | | - | | | | | | * | | |
Reina Benabou, M.D., Ph.D.
|
| | | | - | | | | | | * | | |
June Bray(5)
|
| | | | 4,167 | | | | | | * | | |
Sandeep Laumas, M.D.(6)
|
| | | | 158,888 | | | | | | * | | |
Peter Mueller, Ph.D.(7)
|
| | | | 410,892 | | | | | | 1.7% | | |
Krishnan Nandabalan, Ph.D.(1)(8)
|
| | | | 9,499,313 | | | | | | 37.8% | | |
Michal Votruba, M.D., Ph.D.(9)
|
| | | | 215,742 | | | | | | * | | |
All executive officers and directors as a group
(12 individuals)(10) |
| | | | 11,312,016 | | | | | | 42.8% | | |