04/17/2024 | Press release | Distributed by Public on 04/17/2024 06:01
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Rani Therapeutics Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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☒
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No fee required.
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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1.
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To elect the Board's eight nominees for director, to serve until the next annual meeting and their successors are duly elected and qualified.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
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To conduct any other business properly brought before the meeting.
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Talat Imran
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Chief Executive Officer
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Proposals
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Page
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Voting Standard
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Board
Recommendation
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Election of Directors
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7
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Plurality of voting power of shares present virtually or represented by proxy and entitled to vote on the matter
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For each director nominee
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Ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024
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17
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Majority of the voting power of shares present virtually or represented by proxy and entitled to vote on the matter
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For
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
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1
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PROPOSAL 1 ELECTION OF DIRECTORS
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7
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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10
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Board Diversity
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10
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Independence of The Board of Directors
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10
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Board Leadership Structure
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11
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Role of the Board in Risk Oversight
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11
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Meetings of The Board of Directors
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11
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Information Regarding Committees of The Board of Directors
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12
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Audit Committee
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12
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Compensation Committee
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14
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Nominating and Corporate Governance Committee
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15
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Communications With The Board of Directors
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16
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Code of Ethics
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16
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Corporate Governance Guidelines
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16
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Prohibition on Hedging, Short Sales, and Pledging
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16
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PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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17
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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18
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EXECUTIVE OFFICERS
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20
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
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21
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EXECUTIVE COMPENSATION
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22
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Summary Compensation Table
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22
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Outstanding Equity Awards at Fiscal Year End
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23
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Clawbacks
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25
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Potential Payments Upon Termination or Change in Control
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26
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Director Compensation
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27
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TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION
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29
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Related Person Transactions Policy and Procedures
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29
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Certain Related Person Transactions
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29
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Indemnification
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31
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HOUSEHOLDING OF PROXY MATERIALS
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33
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OTHER MATTERS
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34
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Election of eight directors (Proposal 1);
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Ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024 (Proposal 2).
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To vote during the annual meeting, if you are a stockholder of record as of the record date, follow the instructions at www.virtualshareholdermeeting.com/RANI2024. You will need to enter the 16-digit Control Number found on your Notice of Internet Availability, proxy card or voting instruction form, or in the email sending you the Proxy Statement.
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To vote prior to the annual meeting (until 11:59 p.m. Eastern Time on May 28, 2024), you may vote via the Internet at www.proxyvote.com; by telephone; or by completing and returning the proxy card or voting instruction form, as described below.
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To vote using the proxy card, simply complete, sign and date the proxy card, that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.
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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and Control Number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on May 28, 2024 to be counted.
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To vote through the internet prior to the meeting, go to www.proxyvote.com and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the company number and Control Number from the Notice. Your internet vote must be received by 11:59 p.m. Eastern Time on May 28, 2024 to be counted.
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You may submit another properly completed proxy card with a later date.
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You may grant a subsequent proxy by telephone or through the internet.
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You may send a timely written notice that you are revoking your proxy to:
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You may attend the annual meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.
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the 90th day prior to the 2025 annual meeting of stockholders; or
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the 10th day following the day on which public announcement of the date of our 2025 annual meeting of stockholders is first made.
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Name
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Age
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Principal Occupation/
Position Held With the Company
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Talat Imran
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43
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Chief Executive Officer of the Company
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Mir Imran
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67
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Chairman of the Board of Directors of the Company
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Dennis Ausiello, M.D.
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78
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Director of CATCH, Massachusetts General Hospital
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Jean-Luc Butel
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67
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Director at Takeda, Novo Holdings, and SG Innovate
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Laureen DeBuono
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66
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Managing Partner, FLG Partners, Inc.
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Andrew Farquharson
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55
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Managing Director, InCube Ventures II, LP
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Maulik Nanavaty
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62
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Chief Executive Officer, Anumana, Inc.
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Lisa Rometty
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56
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Chief Executive Officer, Zerigo Health, Inc.
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Total Number of Directors
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8
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Female
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Male
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Non-
Binary
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Did Not
Disclose
Gender
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Part I: Gender Identity
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Directors
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2
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6
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-
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-
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Part II: Demographic Background
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African American or Black
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-
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1
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-
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-
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Alaskan Native or Native American
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-
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-
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-
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-
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Asian
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-
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3
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-
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-
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Hispanic or Latinx
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-
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-
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-
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-
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Native Hawaiian or Pacific Islander
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-
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-
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-
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-
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White
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2
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2
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-
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-
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Two or More Races or Ethnicities
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-
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1
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-
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-
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LGBTQ+
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-
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Did Not Disclose Demographic Background
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-
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Name
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Audit
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Compensation
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Nominating and
Corporate
Governance
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Talat Imran
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Mir Imran
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Dennis Ausiello
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✔
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Jean-Luc Butel
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✔
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✔*
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Laureen DeBuono
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✔*
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✔
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Andrew Farquharson
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Maulik Nanavaty
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✔
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✔*
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Lyn Baranowski(1)
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✔
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✔
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Lisa Rometty
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✔
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Total meetings in fiscal year 2023
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4
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2
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2
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*
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Committee Chairperson
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(1)
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As of the 2023 annual meeting of stockholders, Ms. Baranowski ceased to be a member of the Board and its committees.
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evaluates the performance of and assesses the qualifications of the independent registered public accounting firm;
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determines and approves the engagement of the independent registered public accounting firm;
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determines whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a different independent registered public accounting firm;
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determines and approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
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monitors the rotation of partners of the independent registered public accounting firm on the Company's audit engagement team as required by law and considers any relationships of the independent registered public accounting firm that may affect the independent registered public accounting firm independence;
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reviews and approves or disapproves transactions between the company and any related persons;
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confers with management and the independent registered public accounting firm regarding the scope, adequacy and effectiveness of internal control over financial reporting;
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establishes procedures, when and as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
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meets to review with management and the independent registered public accounting firm significant issues that arise regarding accounting principles and financial statement presentation; and
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meets to review the Company's annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including a review of the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations."
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The Audit Committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2023 with our management;
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The Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of our consolidated financial statements with generally accepted accounting principles in the United States, its judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters required to be discussed by the applicable requirements of Auditing Standards No. 1301, "Communications with Audit Committees" issued by the Public Company Accounting Oversight Board ("PCAOB"); and
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The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by PCAOB Ethics and Independence Rule 3526, "Communications with Audit Committees Concerning Independence," regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence from the Company and management.
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review and recommend to the Board for approval corporate and individual performance objectives relevant to the compensation of the Company's executive officers, directors and other senior management and evaluation of performance in light of these stated objectives;
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review and recommend to the Board for approval the compensation and other terms of employment or service, including severance and change-in-control arrangements, of the Company's Chief Executive Officer and evaluation of the Chief Executive Officer's performance in light of these stated objectives;
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review and recommend to the Board the type and amount of compensation to be paid or awarded to Board members;
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oversee the appointment, compensation and work of the compensation consultants, independent legal counsel or other advisors engaged for the purpose of advising the committee; and
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administer the Company's equity compensation plans, pension and profit-sharing plans, deferred compensation plans and other similar plan and programs.
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evaluate the efficacy of the Company's existing compensation strategy and practices in supporting and reinforcing the Company's long-term strategic goals; and
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assist in refining the Company's compensation strategy and in developing and implementing an executive compensation program to execute that strategy.
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Fiscal Year Ended December 31
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2023
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2022
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(in thousands)
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Audit Fees(1)
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$991
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$1,167
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Audit-related Fees
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-
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-
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Tax Fees
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-
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-
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All Other Fees
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-
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-
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Total Fees
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$991
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$1,167
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(1)
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Audit Fees consisted of fees and expenses covering the audit of the Company's consolidated financial statements; review of the interim condensed consolidated financial statements; accounting and financial reporting consultations; and the issuance of consents in connection with registration statement filings with the SEC.
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Common Stock Beneficially Owned
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Class A
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Class B
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Beneficial Owner
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Number
of Shares
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Percentage
of Total
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Number
of Shares
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Percentage
of Total
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Total
Common Stock
Beneficially
Owned
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Percent
of Total
Voting
Power
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5% Stockholders
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InCube Labs, LLC(1)
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13,664
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*
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22,411,124
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93%
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22,424,788
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84%
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South Lake One LLC and Affiliates(2)
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12,131,554
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46%
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-
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-
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12,131,554
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5%
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Named Executive Officers and Directors
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Dennis Ausiello(3)
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219,805
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1%
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-
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-
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219,805
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*
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Jean-Luc Butel(4)
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278,588
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1%
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-
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-
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278,588
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*
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Laureen DeBuono(4)
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278,588
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1%
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-
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-
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278,588
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*
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Andrew Farquharson(5)
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215,510
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1%
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436,500
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2%
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652,010
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2%
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Mir Imran(6)
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216,831
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1%
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22,660,053
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94%
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22,876,884
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85%
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Maulik Nanavaty(7)
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230,822
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1%
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52,878
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*
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283,700
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*
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Lisa Rometty(4)
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155,528
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1%
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-
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-
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155,528
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*
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Mir Hashim(8)
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444,070
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2%
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172,148
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1%
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616,218
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1%
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Talat Imran(9)
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1,078,009
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4%
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-
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-
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1,078,009
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*
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Svai Sanford(10)
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423,384
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2%
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-
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-
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423,384
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*
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All directors and executive officers as a group (12 persons)
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3,800,488
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14%
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23,072,650
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96%
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26,873,138
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88%
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*
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Represents beneficial ownership of less than 1% of the outstanding shares of our Class A common stock or Class B common stock.
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(1)
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Represents shares held by InCube Labs, LLC ("ICL"). Mir Imran is the sole managing member of ICL, which is wholly-owned by Mir Imran and his family. The address of this entity is 2051 Ringwood Avenue, San Jose, California 95131.
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(2)
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Represents shares held by South Lake One LLC ("South Lake One") as disclosed pursuant to a Schedule 13D/A filed with the SEC by South Lake One on December 8, 2023 and a Form 4 filed with the SEC by South Lake One on December 8, 2023. South Lake Management LLC ("South Lake Management") is controlled and managed by the Class A and Class B members of its board of managers whereby no member
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(3)
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Consists of shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2024. Dr. Ausiello beneficially owns 92,074 non-corresponding Class A units of Rani LLC.
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(4)
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Consists of shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2024.
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(5)
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Includes (i) 142,692 shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2024, (ii) 12,343 shares of Class A common stock held by VH Moll, LP, (iii) 7,694 shares of Class A common stock held by Rani Investment Corporation, (iv) 52,781 shares of Class A common stock held by InCube Ventures II, L.P. ("InCube Ventures II") and (v) 248,929 shares of Class B common stock held by InCube Ventures II. InCube Ventures II is a limited partnership and its general partners are Mir Imran, Andrew Farquharson and Wayne Roe. VH Moll, LP is a limited partnership and the members of the general partner are Andrew Farquharson and Talat Imran. Andrew Farquharson and Mir Imran are general partners of Rani Investment Corporation. The address of VH Moll, LP, Rani Investment Corporation, and InCube Ventures II is 2051 Ringwood Avenue, San Jose, California 95131. Mr. Farquharson beneficially owns 242,421 non-corresponding Class A units of Rani LLC.
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(6)
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Includes (i) 142,692 shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2024, (ii) shares held by ICL (refer to footnote 1 above), (iii) 7,694 shares of Class A common stock held by Rani Investment Corporation, (iv) 52,781 shares of Class A common stock held by InCube Ventures II, and (v) 248,929 shares of Class B common stock held by InCube Ventures II. InCube Ventures II is a limited partnership and its general partners are Mir Imran, Andrew Farquharson and Wayne Roe. Andrew Farquharson and Mir Imran are general partners of Rani Investment Corporation. The address of InCube Ventures II and Rani Investment Corporation is 2051 Ringwood Avenue, San Jose, California 95131.
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(7)
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Represents (i) 219,805 shares of Class A common stock underlying options which are exercisable within 60 days of March 31, 2024, and (ii) 11,017 shares of Class A common stock held by a family member of Mr. Nanavaty. Mr. Nanavaty beneficially owns 155,118 non-corresponding Class A units of Rani LLC.
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(8)
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Includes 295,655 shares of Class A common stock underlying options which are exercisable within 60 days of March 31, 2024. Dr. Hashim beneficially owns 374,119 non-corresponding Class A units of Rani LLC.
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(9)
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Includes (i) 896,771 shares of Class A common stock underlying options that are exercisable within 60 days of March 31, 2024 and (ii) 12,343 shares of Class A common stock held by VH Moll, LP. VH Moll, LP is a limited partnership and members of the general partner are Andrew Farquharson and Talat Imran. The address of VH Moll, LP is 2051 Ringwood Avenue, San Jose, California 95131. Talat Imran beneficially owns 43,484 non-corresponding Class A units of Rani LLC.
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(10)
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Includes 281,896 shares of Class A common stock underlying options which are exercisable within 60 days of March 31, 2024. Mr. Sanford beneficially owns 142,350 non-corresponding Class A units of Rani LLC.
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Name
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Age
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Position
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Talat Imran
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43
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Chief Executive Officer and Director
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Svai Sanford
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| |
54
|
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Chief Financial Officer
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Mir Hashim
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65
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Chief Scientific Officer
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Kate McKinley
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47
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Chief Business Officer
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Eric Groen
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53
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General Counsel
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Plan Category
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| |
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)(1)
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Number of securities remaining
available for issuance under
equity compensation plans
(excluding securities reflected in
column (a))(c)
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Equity compensation plans approved by stockholders
|
| |
7,915,922 (2)
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$8.23
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| |
3,482,379 (3)
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Equity compensation plans not approved by stockholders
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__
|
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__
|
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__
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Total
|
| |
7,915,922
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| |
$8.23
|
| |
3,482,379
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(1)
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The weighted average exercise price excludes restricted stock units, which have no exercise price.
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(2)
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Includes (i) 5,482,151 shares of Class A common stock issuable pursuant to outstanding stock options under the 2021 Plan, (ii) 1,157,660 shares of our Class A common stock issuable pursuant to outstanding stock options, which were issued under the 2016 Equity Incentive Plan, and (iii) 1,276,111 shares of Class A common stock issuable pursuant to outstanding restricted stock units under the 2021 Plan.
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(3)
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Includes 2,964,780 shares of Class A common stock available for issuance under the 2021 Plan and 517,599 shares of Class A common stock available for issuance under the ESPP. The number of shares of Class A common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, starting on January 1, 2022 and continuing through January 1, 2031, by 5% of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares determined by our Board of Directors prior to the applicable January 1. The maximum number of shares that may be issued upon the exercise of incentive stock options ("ISOs") under the 2021 Plan is 16,500,000 shares. The number of shares of Class A common stock reserved under the 2021 ESPP for issuance automatically increases on January 1 of each calendar year, beginning on January 1, 2022 and continuing through January 1, 2031, by the lesser of (1) 1% of the aggregate number of shares of common stock of all classes issued and outstanding on December 31 of the preceding calendar year, (2) 100,000 shares and (3) a number of shares determined by our Board of Directors.
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Name and Principal
Position
|
| |
Year
|
| |
Salary
($)
|
| |
Stock
Awards
($) (1)
|
| |
Option
Awards
($) (2)(4)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
Talat Imran
Chief Executive Officer
|
| |
2023
|
| |
$450,000(3)
|
| |
$1,923,040
|
| |
$2,893,853(5)
|
| |
-
|
| |
-
|
| |
$5,266,893
|
|
2022
|
| |
$515,000
|
| |
$1,143,986
|
| |
$2,340,204
|
| |
$312,000
|
| |
-
|
| |
$4,311,190
|
||
Mir Hashim
Chief Scientific Officer
|
| |
2023
|
| |
$416,000
|
| |
$756,160
|
| |
$996,166(6)
|
| |
-
|
| |
-
|
| |
$2,168,326
|
|
2022
|
| |
$412,000
|
| |
$544,252
|
| |
$1,114,129
|
| |
$249,600
|
| |
-
|
| |
$2,319,981
|
||
Svai Sanford
Chief Financial Officer
|
| |
2023
|
| |
$416,000
|
| |
$756,160
|
| |
$983,836(7)
|
| |
-
|
| |
-
|
| |
$2,155,996
|
|
2022
|
| |
$412,000
|
| |
$434,609
|
| |
$888,460
|
| |
$249,600
|
| |
-
|
| |
$1,984,669
|
(1)
|
Amounts represent the aggregate grant date fair value of restricted stock units granted to our Named Executive Officers during 2023 and 2022 under the 2021 Plan.
|
(2)
|
Amounts represent the aggregate grant date fair value of options to purchase Class A common stock granted to our Named Executive Officers during 2023 and 2022 under the 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to the audited financial consolidated statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not correspond to the actual value that may be recognized by the Named Executive Officers.
|
(3)
|
In November 2023, the Board approved a reduction in the annual salary of Mr. Imran from $520,000 to $100,000, effective November 1, 2023 through December 31, 2024 or until such time as we receive gross proceeds of $50,000,000 or more, in the aggregate, from equity financing and/or one or more non-dilutive strategic, licensing or partnering transactions. The decreased base salary amends the Amended and Restated Employment Agreement, dated August 31, 2022, by and between Rani LLC and Mr. Imran.
|
(4)
|
On December 16, 2023 (the "Repricing Date"), our Board of Directors approved a stock option award repricing whereby the exercise price of certain previously granted and still outstanding unvested stock option awards issued under the 2021 Plan and the 2016 Equity Incentive Plan, was reduced to $2.84 per share, which represented the most recent closing market price of our Class A common stock to the Repricing Date (the "Option Repricing"). No other terms of the options were modified, and the stock option awards will continue to vest according to their original vesting schedules, remain subject to the same service requirements and will retain their original expiration dates.
|
(5)
|
Includes $586,2115 in incremental fair value recognized by Mr. Imran as a result of the Option Repricing.
|
(6)
|
Includes $171,093 in incremental fair value recognized by Dr. Hashim as a result of the Option Repricing.
|
(7)
|
Includes $158,763 in incremental fair value recognized by Mr. Sanford as a result of the Option Repricing.
|
TABLE OF CONTENTS
| | | |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Option
Exercise
Price
($)(1)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares or
Units That
Have Not
Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares or
Units That
Have Not
Vested
($)
|
Talat Imran
|
| |
3/27/2023(2)
|
| |
95,933
|
| |
-
|
| |
$5.44
|
| |
3/26/2033
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
3/27/2023
|
| |
11,992
|
| |
467,675
|
| |
$2.84
|
| |
3/26/2033
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
3/27/2023 (3)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
287,219
|
| |
$953,567
|
| |
-
|
| |
-
|
||
|
3/22/2022(2)
|
| |
109,750
|
| |
-
|
| |
$13.21
|
| |
3/21/2032
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
3/22/2022
|
| |
5,487
|
| |
148,163
|
| |
$2.84
|
| |
3/21/2032
|
| | | | | | | | ||||||
|
3/22/2022(4)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
64,950
|
| |
$215,634
|
| |
-
|
| |
-
|
||
|
6/17/2021(5)
|
| |
47,669
|
| |
-
|
| |
$9.44
|
| |
6/16/2031
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
6/17/2021
|
| |
1,645
|
| |
29,607
|
| |
$2.84
|
| |
6/16/2031
|
| | | | | | | | ||||||
|
9/9/2021(6)
|
| |
453,125
|
| |
-
|
| |
$19.56
|
| |
9/8/2031
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
9/9/2021
|
| |
-
|
| |
271,875
|
| |
$2.84
|
| |
9/8/2031
|
| | | | | | | | ||||||
Mir Hashim
|
| |
3/27/2023(2)
|
| |
34,300
|
| |
-
|
| |
$5.44
|
| |
3/26/2033
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
3/27/2023
|
| |
4,287
|
| |
167,213
|
| |
$2.84
|
| |
3/26/2033
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
3/27/2023(3)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
112,938
|
| |
$374,954
|
| |
-
|
| |
-
|
||
|
3/22/2022(2)
|
| |
52,250
|
| |
-
|
| |
$13.21
|
| |
3/21/2032
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
3/22/2022
|
| |
2,612
|
| |
70,538
|
| |
$2.84
|
| |
3/21/2032
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
3/22/2022(4)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
30,900
|
| |
$102,588
|
| | | | ||||
|
6/17/2021(5)
|
| |
127,788
|
| |
-
|
| |
$9.44
|
| |
6/16/2031
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
6/17/2021
|
| |
4,407
|
| |
79,317
|
| |
$2.84
|
| |
6/16/2031
|
| | | | | | | | ||||||
Svai Sanford
|
| |
3/27/2023(2)
|
| |
34,300
|
| |
-
|
| |
$5.44
|
| |
3/26/2033
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
3/27/2023
|
| |
4,287
|
| |
167,213
|
| |
$2.84
|
| |
3/26/2033
|
| |
-
|
| |
-
|
| | | | ||||
|
3/27/2023(3)
|
| |
-
|
| |
-
|
| | | |
-
|
| |
112,938
|
| |
$374,954
|
| | | | |||||
|
3/22/2022(2)
|
| |
41,666
|
| |
-
|
| |
$13.21
|
| |
3/21/2032
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
3/22/2022
|
| |
2,084
|
| |
56,250
|
| |
$2.84
|
| |
3/21/2032
|
| |
-
|
| |
-
|
| | | | ||||
|
3/22/2022(4)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
24,675
|
| |
$81,921
|
| | | | ||||
|
6/17/2021(5)
|
| |
127,788
|
| |
-
|
| |
$9.44
|
| |
6/16/2031
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
|
6/17/2021
|
| |
4,407
|
| |
79,317
|
| |
$2.84
|
| |
6/16/2031
|
| | | | | | | |
(1)
|
On December 16, 2023, our Board of Directors approved a stock option award repricing whereby the exercise price of certain previously granted and still outstanding unvested stock option awards issued under the 2021 Plan and the 2016 Equity Incentive Plan, was reduced to $2.84 per share, which represented the most recent closing market price of our Class A common stock to the Repricing Date. No other terms of the options were modified, and the stock option awards will continue to vest according to their original vesting schedules, remain subject to the same service requirements and will retain their original expiration dates.
|
(2)
|
Award issued pursuant to the 2021 Plan. The shares subject to the options vest over 4 years, with 1/48th of the shares vesting on each monthly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date. The award is disclosed in two rows to show the effects of the Option Repricing.
|
(3)
|
Award issued pursuant to the 2021 Plan. One-sixteenth of the shares subject to the restricted stock unit vest on each quarterly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date.
|
(4)
|
Award issued pursuant to the 2021 Plan. One-quarter of the shares subject to the restricted stock unit vest on each yearly anniversary of the Grant Date, subject to the Named Executive Officer providing continued service through each such date.
|
(5)
|
Award issued pursuant to Rani LLC's 2016 Equity Incentive Plan and assumed by Rani Holdings in connection with the IPO. The shares
|
TABLE OF CONTENTS
(6)
|
Award issued pursuant to the 2021 Plan. The shares subject to the options vest over 4 years, with one-quarter vesting on June 14, 2022 and 1/48th of the shares vesting on each monthly anniversary thereafter, subject to the Named Executive Officer providing continued service through each such date. The award is disclosed in two rows to show the effects of the Option Repricing.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Name
|
| |
Fees
Earned or
Paid in Cash
($)
|
| |
Option
Awards(1)(6)
($)
|
| |
Total
($)
|
(a)
|
| |
(b)
|
| |
(d)
|
| |
(h)
|
Dennis Ausiello
|
| |
$49,000
|
| |
$329,104(2)
|
| |
$378,104
|
Andrew Farquharson
|
| |
$45,000
|
| |
$318,554(3)
|
| |
$363,554
|
Maulik Nanavaty
|
| |
$67,500
|
| |
$329,104(2)
|
| |
$396,604
|
Jean-Luc Butel
|
| |
$62,500
|
| |
$331,466(4)
|
| |
$393,966
|
Laureen DeBuono
|
| |
$105,000
|
| |
$331,466(4)
|
| |
$436,466
|
Lisa Rometty
|
| |
$52,500
|
| |
$336,118(5)
|
| |
$388,618
|
Mir Imran
|
| |
$80,000
|
| |
$318,554(3)
|
| |
$398,554
|
Lyn Baranowski
|
| |
$21,750
|
| |
-
|
| |
$21,750
|
(1)
|
Amounts reflect the aggregate grant date fair value of options to purchase our Class A common stock granted to our non-employee directors during 2023 under our 2021 Plan, each computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not correspond to the actual value that may be recognized by the non-employee directors.
|
(2)
|
Includes $128,754 in incremental fair value recognized as a result of the Option Repricing as described above under "Outstanding Equity Awards at Fiscal Year End."
|
(3)
|
Includes $18,554 in incremental fair value recognized as a result of the Option Repricing as described above under "Outstanding Equity Awards at Fiscal Year End."
|
(4)
|
Includes $153,419 in incremental fair value recognized as a result of the Option Repricing as described above under "Outstanding Equity Awards at Fiscal Year End."
|
(5)
|
Includes $231,685 in incremental fair value recognized as a result of the Option Repricing as described above under "Outstanding Equity Awards at Fiscal Year End."
|
(6)
|
The following table provides information regarding the aggregate number of equity awards granted to our non-employee directors that were outstanding as of December 31, 2023:
|
Name
|
| |
Option Awards
Outstanding at
Year-End
|
Dennis Ausiello
|
| |
222,009
|
Andrew Farquharson
|
| |
142,692
|
Maulik Nanavaty
|
| |
222,009
|
Jean-Luc Butel
|
| |
278,588
|
Laureen DeBuono
|
| |
278,588
|
Lisa Rometty
|
| |
166,425
|
Mir Imran
|
| |
142,692
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
Year Ended
December 31,
|
||||
| |
2023
|
| |
2022
|
|
Research and development
|
| |
$1,254
|
| |
$1,170
|
General and administrative
|
| |
254
|
| |
222
|
Total
|
| |
$1,508
|
| |
$1,392
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
By Order of the Board of Directors
|
|
| | ||
| |
/s/ Talat Imran
|
|
| |
Talat Imran
|
|
| |
Chief Executive Officer
|
|
April 17, 2024
|
| |
TABLE OF CONTENTS
TABLE OF CONTENTS