04/16/2024 | Press release | Distributed by Public on 04/16/2024 14:02
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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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☐
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Soliciting Material Pursuant to Rule 14a-ll (c) or Rule 14a-12
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MAIA Biotechnology, Inc.
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(Name of Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check all boxes that apply):
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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 Vlad Vitoc, Ramiro Guerrero, and Cristian Luput to our board of directors as Class II directors of the Company;
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2
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024; and
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3.
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To consider such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
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BY ORDER OF THE BOARD,
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/s/ Vlad Vitoc
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Vlad Vitoc
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Chairman of the Board
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Chicago, Illinois
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1
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To elect Vlad Vitoc, Ramiro Guerrero, and Cristian Luput to our board of directors as Class II directors of the Company (Proposal 1);
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2
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 2);
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3.
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To consider such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
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•
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Proposal 1: Election of Vlad Vitoc, Ramiro Guerrero, and Cristian Luput to our board of directors as Class II directors of the Company. The election of Vlad Vitoc, Ramiro Guerrero, and Cristian Luput as Class II director nominees requires the affirmative vote of shares of Common Stock representing a plurality of the votes of the holders of the shares present in person, by remote communication, or represented by proxy at the Annual Meeting and entitled to vote generally on the election of directors. This means that the three Class II director nominees will be elected if they receive more affirmative votes than any other person. You may not cumulate your votes for the election of directors. Brokers may not use discretionary authority to vote shares on the election of directors if they have not received specific instructions from their clients. For your vote to be counted in the election of directors, you will need to communicate your voting decisions to your bank, broker or other nominee before the date of the Annual Meeting in accordance with their specific instructions. For purposes of this proposal, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
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•
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Proposal 2: Ratification of the Appointment of Grant Thornton LLP as Our Independent Registered Public Accounting Firm for the year ending December 31, 2024. Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 requires the affirmative vote of the holders of a majority of the shares of stock present in person, by remote communication, or represented by proxy at the meeting and voting on such matter. For purposes of this proposal, withholds and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
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•
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In general, other business properly brought before the Annual Meeting requires the affirmative vote of the holders of a majority of the shares of stock present in person, by remote communication, or represented by proxy at the Annual Meeting.
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Name
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Age
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Position
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Executive Officers
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Vlad Vitoc
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54
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Co-Founder President, Chief Executive Officer, Chairman of
the Board of Directors
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Sergei M. Gryaznov
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64
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Chief Scientific Officer
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Jeffrey C. Himmelreich
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49
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Head of Finance
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Board of Directors (Non-Employee)
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Steven Chaouki
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51
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Director
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Ramiro Guerrero
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59
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Director
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Louie Ngar Yee
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57
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Director
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Cristian Luput
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49
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Director
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Stan V. Smith
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77
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Director
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Jean-Manassé Theagène
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57
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Director
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•
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our Class I directors are Louie Ngar Yee and Steven Chaouki;
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•
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our Class II directors are Vlad Vitoc, Ramiro Guerrero and Cristian Luput; and
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•
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our Class III directors are Jean-Manassé Theagène and Stan V. Smith.
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•
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assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor's qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
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•
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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
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•
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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
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•
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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
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•
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obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor's internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
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•
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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations"; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S- K promulgated by the SEC prior to us entering into such transaction; and
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•
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reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
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(1)
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The material in the Audit Committee report is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing.
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•
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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
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•
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reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;
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•
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reviewing our executive compensation policies and plans;
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•
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implementing and administering our incentive compensation equity-based remuneration plans; assisting management in complying with our proxy statement and annual report disclosure requirements;
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•
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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; and
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•
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producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
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•
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identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;
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•
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developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
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•
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coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
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•
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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
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Name and Address of Beneficial Owner, Directors and Named Executive
Officers
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Amount and
Nature
of Beneficial
Ownership
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Percent
of Class(1)
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Vlad Vitoc
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3,459,015(2)
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15.03%
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Jeffrey C. Himmelreich
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-
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*
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Sergei M. Gryaznov
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1,067,196(3)
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4.94%
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Louie Ngar Yee
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1,341,956(4)
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6.46%
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Ramiro Guerrero
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400,605(5)
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1.94%
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Steven Chaouki
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151,317(6)
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*
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Cristian Luput
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453,339(7)
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2.19%
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Stan V. Smith
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1,054,318(8)
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5.07%
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Jean-Manassé Theagène
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33,651(9)
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*
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Mihail Obrocea
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82,883(10)
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*
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Joseph McGuire
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11,353(11)
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*
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Current directors and named executive officers as a group (11 individuals)
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8,055,633
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36.98%
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5% or Greater Holders
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None
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*
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Represents less than 1%.
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(1)
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Based on 20,581,469 shares of common stock outstanding on the record date, March 28, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant, however none of the persons listed hereinabove has the right to acquire beneficial ownership in any other shares of the Company. Subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.
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(2)
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Dr. Vitoc beneficially owns (i) 1,019,121 shares of common stock, which includes 210,000 shares of common stock owned by his spouse, (ii) 2,438,083 shares of common stock issuable upon the conversion of options exercisable within 60 days of March 28, 2024, which includes 28,159 options owned by his spouse and 200,000 options in trusts for his daughters, and (iii) 1,811 shares of common stock issuable upon the conversion of warrants exercisable within 60 days of March 28, 2024.
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(3)
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Dr. Gryaznov beneficially owns (i) 44,511 shares of common stock and (ii) 1,022,685 shares of common stock issuable upon the conversion of options exercisable within 60 days of March 28, 2024.
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(4)
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Ms. Louie beneficially owns (i) 1,147,524 shares of common and (ii) 194,432 shares of common stock issuable upon the conversion of options and warrants exercisable within 60 days of March 28, 2024.
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(5)
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Mr. Guerrero beneficially owns (i) 319,600 shares of common stock and (ii) 81,005 shares of common stock issuable upon the conversion of options and warrants exercisable within 60 days of March 28, 2024.
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(6)
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Mr. Chaouki beneficially owns (i) 88,891 shares of common stock and (ii) 62,426 shares of common stock issuable upon the conversion of options exercisable within 60 days of March 28, 2024.
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(7)
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Mr. Luput beneficially owns (i) 367,350 shares of common stock, (ii) 85,989 shares of common stock issuable upon the conversion of options and warrants exercisable within 60 days of March 28, 2024.
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(8)
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Dr. Smith beneficially owns, through The Stan V. Smith Trust Dated 1993, (i) 857,568 shares of common stock and (ii) 196,750 shares of common stock issuable upon the conversion of options and warrants exercisable within 60 days of March 28, 2024.
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(9)
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Mr. Theagène beneficially owns (i) 33,651 shares of common stock issuable upon the conversion of options exercisable within 60 days of March 28, 2024.
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(10)
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Mr. Obrocea beneficially owns (i) 27,100 shares of common stock, (ii) 55,783 shares of common stock issuable upon the conversion of options and warrants exercisable within 60 days of March 28, 2024.
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(11)
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Mr. McGuire beneficially owns (i) 9,400 shares of common stock, (ii) 1,953 shares of common stock issuable upon the conversion of options and warrants exercisable within 60 days of March 28, 2024.
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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
|
| |
Number of
securities
remaining
available for future
issuance under
equity
compensation plans
(excluding
securities reflected
in
column (a))
|
Equity compensation plans approved by security holder
|
| |
10,721,342
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| |
$3.70
|
| |
3,996,597
|
Equity compensation plans not approved by security holder
|
| |
-
|
| |
-
|
| |
-
|
Total
|
| |
10,721,342
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| |
$3.70
|
| |
3,996,597
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Name and
Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus(1)
|
| |
Option
Awards(2)
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| |
Non-Qualified
Deferred
Compensation
Earnings
|
| |
All Other
Compensation(3)
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| |
Total
|
Vlad Vitoc, M.D. M.B.A.
Chief Executive Officer and President
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| |
2023
|
| |
$473,000
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| |
$-
|
| |
$900,934
|
| |
$-
|
| |
$56,823
|
| |
$1,430,757
|
|
2022
|
| |
$442,542
|
| |
$236,500
|
| |
$492,220
|
| |
$-
|
| |
$36,508
|
| |
$1,207,770
|
||
Jeffrey C. Himmelreich
Head of Finance
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| |
2023
|
| |
$56,875
|
| |
$-
|
| |
$17,595
|
| |
$-
|
| |
$3,190
|
| |
$77,660
|
Sergei Gryaznov
Chief Scientific Officer
|
| |
2023
|
| |
$363,000
|
| |
$-
|
| |
$477,415
|
| |
$-
|
| |
$54,334
|
| |
$894,749
|
|
2022
|
| |
$339,625
|
| |
$145,200
|
| |
$246,110
|
| |
$-
|
| |
$39,944
|
| |
$770,879
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||
Mihail Obrocea
Chief Medical Officer (until November 10, 2023)
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| |
2023
|
| |
$359,945
|
| |
$-
|
| |
$499,416
|
| |
$-
|
| |
$113,666(4)
|
| |
$973,027
|
|
2022
|
| |
$391,083
|
| |
$167,200
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| |
$246,110
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$-
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$47,101
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$851,494
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Joseph F. McGuire
Chief Financial Officer (until November 10, 2023)
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2023
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| |
$284,167
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$-
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$464,216
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$-
|
| |
$96,431(5)
|
| |
$844,814
|
|
2022
|
| |
$308,750
|
| |
$132,000
|
| |
$246,110
|
| |
$-
|
| |
$47,128
|
| |
$733,988
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(1)
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All of the bonuses earned by our named executive officers in 2022 were paid in options in 2023. Our Board determined that due to current market conditions, strategic planning and the Company's overall cash management strategy, no bonuses will be payable to our named executive officers for 2023.
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(2)
|
The aggregate grant date fair value of such awards were computed in accordance with Financial Accounting Standards Board ASC Topic 718, Stock Compensation (ASC Topic 718), and do not take into account estimated forfeitures related to service-based vesting conditions, if any. The valuation assumptions used in calculating these values are discussed in Note 7 of the Notes to Consolidated Financial Statements appearing elsewhere herein. These amounts do not represent actual amounts paid or to be realized. Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards may subject to time-based vesting.
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(3)
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All other compensation consists of medical premiums paid on behalf of the executive officers and a 401(k) match.
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(4)
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Includes $58,056 in severance payments.
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(5)
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Includes $45,833 in severance payments.
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Name
|
| |
Option Awards(1)
|
| |
Option
Exercise
Price
Per
Share
($)
|
| |
Option
Expiration
Date
|
| |
Stock Awards
|
|||||||||
|
Grant
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Number of
Shares or
Units of
Stock that
Have Not
Vested
|
| |
Market Value
of Shares
of Units
of Stock
that Have
Not
Vested
|
||||||||
Vlad Vitoc
|
| |
5/31/223
|
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123,760
|
| |
-
|
| |
$2.50
|
| |
5/31/2033
|
| |
-
|
| |
-
|
|
3/8/2023
|
| |
-
|
| |
200,000
|
| |
$4.10
|
| |
3/8/20033
|
| |
-
|
| |
-
|
||
|
9/16/2022
|
| |
66,667
|
| |
133,333
|
| |
$3.56
|
| |
9/15/2032
|
| |
-
|
| |
-
|
||
|
7/1/2021
|
| |
7,529
|
| |
-
|
| |
$1.83
|
| |
6/30/2031
|
| |
-
|
| |
-
|
||
|
4/16/2021
|
| |
509,906
|
| |
-
|
| |
$1.83
|
| |
4/15/2031
|
| |
-
|
| |
-
|
||
|
4/1/2021
|
| |
23,078
|
| |
-
|
| |
$1.83
|
| |
3/31/2031
|
| |
-
|
| |
-
|
||
|
1/1/2021
|
| |
23,695
|
| |
-
|
| |
$1.80
|
| |
12/31/2031
|
| |
-
|
| |
-
|
||
|
11/3/2020
|
| |
405,789
|
| |
-
|
| |
$1.80
|
| |
11/2/2030
|
| |
-
|
| |
-
|
||
|
4/1/2020
|
| |
169,500
|
| |
-
|
| |
$1.80
|
| |
3/31/2030
|
| |
-
|
| |
-
|
||
|
10/1/2018
|
| |
805,000
|
| |
-
|
| |
$1.80
|
| |
9/30/2028
|
| |
-
|
| |
-
|
||
Jeffrey C. Himmelreich
|
| |
9/25/2023
|
| |
-
|
| |
15,000
|
| |
$1.44
|
| |
9/25/2033
|
| |
-
|
| |
-
|
Sergei Gryaznov
|
| |
5/31/2023
|
| |
75,982
|
| |
-
|
| |
$2.50
|
| |
5/31/2033
|
| |
-
|
| |
-
|
|
3/8/2023
|
| |
-
|
| |
100,000
|
| |
$4.10
|
| |
3/8/2033
|
| |
-
|
| |
-
|
||
|
9/16/2022
|
| |
33,333
|
| |
66,667
|
| |
$3.56
|
| |
9/15/2032
|
| |
-
|
| |
-
|
||
|
7/1/2021
|
| |
7,529
|
| |
-
|
| |
$1.83
|
| |
6/30/2031
|
| |
-
|
| |
-
|
||
|
4/16/2021
|
| |
283,075
|
| |
-
|
| |
$1.83
|
| |
4/15/2031
|
| |
-
|
| |
-
|
||
|
4/1/2021
|
| |
23,078
|
| |
-
|
| |
$1.83
|
| |
3/31/2031
|
| |
-
|
| |
-
|
||
|
1/1/2021
|
| |
23,695
|
| |
-
|
| |
$1.80
|
| |
12/31/2030
|
| |
-
|
| |
-
|
||
|
11/3/2020
|
| |
236,493
|
| |
-
|
| |
$1.80
|
| |
11/2/2030
|
| |
-
|
| |
-
|
||
|
4/1/2020
|
| |
54,000
|
| |
-
|
| |
$1.80
|
| |
3/31/2030
|
| |
-
|
| |
-
|
||
|
12/19/2019
|
| |
48,000
|
| |
-
|
| |
$1.80
|
| |
12/18/2029
|
| |
-
|
| |
-
|
||
|
12/1/2019
|
| |
200,000
|
| |
-
|
| |
$1.80
|
| |
11/30/2029
|
| |
-
|
| |
-
|
Name
|
| |
Option Awards(1)
|
| |
Option
Exercise
Price
Per
Share
($)
|
| |
Option
Expiration
Date
|
| |
Stock Awards
|
|||||||||
|
Grant
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Number of
Shares or
Units of
Stock that
Have Not
Vested
|
| |
Market Value
of Shares
of Units
of Stock
that Have
Not
Vested
|
||||||||
Mihail Obrocea
|
| |
5/31/2023
|
| |
87,495
|
| |
-
|
| |
$2.50
|
| |
5/31/2033
|
| |
-
|
| |
-
|
|
3/8/2023
|
| |
41,667
|
| |
-
|
| |
$4.10
|
| |
3/8/2033
|
| |
-
|
| |
-
|
||
|
9/16/2022
|
| |
52,084
|
| |
-
|
| |
$3.56
|
| |
9/16/2032
|
| |
-
|
| |
-
|
||
|
7/31/2021
|
| |
772
|
| |
-
|
| |
$8.00
|
| |
7/30/2031
|
| |
-
|
| |
-
|
||
|
7/15/2021
|
| |
211,249
|
| |
-
|
| |
$1.83
|
| |
7/14/2031
|
| |
-
|
| |
-
|
||
|
6/30/2021
|
| |
7,436
|
| |
-
|
| |
$1.83
|
| |
6/29/2031
|
| |
-
|
| |
-
|
||
|
6/7/2021
|
| |
7,447
|
| |
-
|
| |
$1.83
|
| |
6/6/2031
|
| |
-
|
| |
-
|
||
|
6/5/2021
|
| |
6,476
|
| |
-
|
| |
$1.83
|
| |
6/4/2031
|
| |
-
|
| |
-
|
||
|
4/16/2021
|
| |
10,022
|
| |
-
|
| |
$1.83
|
| |
4/4/2031
|
| |
-
|
| |
-
|
||
|
1/31/2021
|
| |
6,131
|
| |
-
|
| |
$1.80
|
| |
1/30/2031
|
| |
-
|
| |
-
|
||
|
1/6/2021
|
| |
13,269
|
| |
-
|
| |
$1.80
|
| |
1/5/2031
|
| |
-
|
| |
-
|
||
Joseph F. McGuire
|
| |
5/31/2023
|
| |
69,075
|
| |
-
|
| |
$2.50
|
| |
5/31/2033
|
| |
-
|
| |
-
|
|
3/8/2023
|
| |
41,664
|
| |
-
|
| |
$4.10
|
| |
3/8/2033
|
| |
-
|
| |
-
|
||
|
9/16/2022
|
| |
52,084
|
| |
-
|
| |
$3.56
|
| |
9/16/2032
|
| |
-
|
| |
-
|
||
|
8/31/2021
|
| |
1,297
|
| |
-
|
| |
$8.00
|
| |
8/30/2031
|
| |
-
|
| |
-
|
||
|
8/16/2021
|
| |
102,915
|
| |
-
|
| |
$8.00
|
| |
8/15/2031
|
| |
-
|
| |
-
|
||
|
7/30/2021
|
| |
656
|
| |
-
|
| |
$8.00
|
| |
7/30/2031
|
| |
-
|
| |
-
|
(1)
|
All of the option awards were granted under the 2018 Plan, the 2020 Plan, or the 2021 Plan, the terms of which are described below under "Equity Compensation Plans and Other Benefit Plans - 2020 Employee, Director, and Consultant Equity Incentive Plan and 2021 Equity Incentive Plan."
|
Name
|
| |
Fees
earned
or paid
in cash
|
| |
Stock
awards
|
| |
Option
awards(1)
|
| |
All Other
Compensation
|
| |
Total
|
Steven Chaouki(4)
|
| |
$-
|
| |
$-(2)
|
| |
$60,000(2)
|
| |
-
|
| |
$60,000
|
Ramiro Guerrero
|
| |
$-
|
| |
$-(3)
|
| |
$60,000(3)
|
| |
-
|
| |
$60,000
|
Louie Ngar Yee
|
| |
$-
|
| |
$-(4)
|
| |
$90,000(4)
|
| |
-
|
| |
$90,000
|
Cristian Luput
|
| |
$-
|
| |
$-(5)
|
| |
$60,000(5)
|
| |
-
|
| |
$60,000
|
Stan V. Smith
|
| |
$-
|
| |
$-(6)
|
| |
$75,000(6)
|
| |
-
|
| |
$75,000
|
Jean-Manasse Theagene
|
| |
$-
|
| |
$-(7)
|
| |
$47,500(7)
|
| |
-
|
| |
$47,500
|
(1)
|
The aggregate grant date fair value of such awards were computed in accordance with Financial Accounting Standards Board ASC Topic 718, Stock Compensation (ASC Topic 718), and do not take into account estimated forfeitures related to service-based vesting conditions, if any. The valuation assumptions used in calculating these values are discussed in Note 7 of the Notes to Consolidated Financial Statements appearing elsewhere herein. These amounts do not represent actual amounts paid or to be realized. Amounts shown are not necessarily indicative of values to be achieved, which may be more or less than the amounts shown as awards may subject to time-based vesting.
|
(2)
|
Steven Chaouki had 0 shares and 62,426 total options outstanding.
|
(3)
|
Ramiro Guerrero had 33,334 shares and 77,426 total options outstanding.
|
(4)
|
Louie Ngar Yee had 11,111 shares and 108,140 total options outstanding.
|
(5)
|
Cristian Luput had 24,306 shares and 77,426 total options outstanding.
|
(6)
|
Stan V. Smith had 33,334 shares and 149,506 total options outstanding.
|
(7)
|
Jean-Manasse Theagene had 0 shares and 33,651 total options outstanding.
|