04/26/2024 | Press release | Distributed by Public on 04/26/2024 06:02
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-2
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☒
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No fee required
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☐
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Fee paid previously with preliminary materials
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☐
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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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Sincerely,
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Diem Nguyen, Ph.D., MBA
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Chief Executive Officer
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Notice of 2024 Annual Meeting of Stockholders
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1
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Proxy Statement
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2
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Voting Rights and Solicitation of Proxies
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2
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Purpose of the Annual Meeting
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2
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Record Date and Outstanding Shares
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2
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Receipt of Proxy Materials
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2
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Voting Your Common Stock
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3
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Voting at the Annual Meeting
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3
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Revocability and Voting of Proxies
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4
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Solicitation
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4
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Board of Directors
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5
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Director Nominee Information
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5
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Meetings of the Board of Directors
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7
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Director Independence
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7
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Committees of the Board of Directors
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8
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Compensation Committee Interlocks and Insider Participation
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10
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Code of Ethics
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10
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Stockholder Communications with the Board of Directors
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10
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Board Leadership Structure
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10
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The Board's Role in Risk Oversight
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11
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Report of the Audit Committee
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12
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Security Ownership of Certain Beneficial Owners and Management
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13
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Ownership of Common Stock
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13
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Management
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15
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Executive Officers
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15
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Compensation Discussion and Analysis
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16
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Overview
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16
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Our Named Executive Officers
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16
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Our Compensation Philosophy & Program Objectives
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16
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Our Executive Compensation Decision Process
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17
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Our Executive Compensation Program in Detail
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19
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Other Compensation Practices, Policies and Guidelines
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21
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Compensation Committee Report
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23
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Summary Compensation Table
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24
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Grants of Plan-Based Awards
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24
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Equity Awards
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24
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Outstanding Equity Awards at Fiscal Year End
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25
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Employment Agreements
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25
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Option Exercises and Stock Vested
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27
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Potential Payments upon Termination or Change of Control
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27
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CEO Pay Ratio
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33
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Equity Compensation Plan Information
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34
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Director Compensation
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34
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Pay Versus Performance
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36
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Transactions with Related Persons
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39
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Review, Approval or Ratification of Transactions with Related Persons
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39
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Transactions with Related Persons
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39
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Fees Billed by PricewaterhouseCoopers LLP
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40
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
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40
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Proposals to be Voted on at the Meeting
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41
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Proposal 1 - Election of Directors
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41
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Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
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42
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Stockholder Proposals
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43
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Availability of Annual Report on Form 10-K to Shareholders
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43
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Other Matters
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44
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"Householding" of Proxy Materials
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44
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1.
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To elect nine directors to the Board of Directors of SIGA;
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2.
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To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of SIGA for the fiscal year ending December 31, 2024; and
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3.
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To transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
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By Order of the Board of Directors,
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Daniel J. Luckshire
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Secretary
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New York, New York
April 26, 2024
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1.
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To elect nine directors to the Board of Directors of SIGA;
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2.
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To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of SIGA for the fiscal year ending December 31, 2024; and
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3.
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To transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
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1.
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writing a letter delivered to Daniel J. Luckshire, Secretary of SIGA, stating that the proxy is revoked;
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2.
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submitting another proxy with a later date; or
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3.
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attending the Annual Meeting and voting in person.
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Respectfully submitted by the Audit Committee,
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Joseph W. "Chip" Marshall, III, Chairperson
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Harold Ford, Jr
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Julian Nemirovsky
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Name and Address of Beneficial Owner(1)
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Amount of Beneficial
Ownership(2)
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Percentage of
Common Stock
Outstanding
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MacAndrews & Forbes Incorporated(3)
35 East 62nd Street
New York, NY 10065
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24,156,358
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33.96%
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John Latane Lewis, IV(4)
4752 Sherwood Farm
Charlottesville, VA 22902
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5,271,365
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7.41%
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Jaymie A. Durnan
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89,426(5)
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*
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Harold E. Ford, Jr.
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46,347(6)
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*
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Evan A. Knisely
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44,136(7)
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*
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Joseph W. Marshall III
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216,283(8)
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*
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Gary J. Nabel
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74,426(9)
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*
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Julian Nemirovsky
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74,426(10)
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*
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Diem Nguyen, Ph.D.
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-
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*
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Holly L. Phillips
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74,426(11)
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*
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Lawrence R. Miller
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30,900
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*
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Jay K. Varma, M.D.
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46,347(12)
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*
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Daniel J. Luckshire
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251,370
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*
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Dennis E. Hruby, Ph.D.
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147,465
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*
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Phillip L. Gomez, Ph.D. (former Chief Executive Officer)
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475,782
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*
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All executive officers and directors as a group (twelve individuals)
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1,095,552(13)
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1.54%
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*
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Less than 1%
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(1)
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Unless otherwise indicated the address of each beneficial owner identified is 31 East 62nd Street, 5th floor, New York, New York 10065.
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(2)
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Unless otherwise indicated, each person has sole investment and voting power with respect to the shares indicated. For purposes of this table, a person or group of persons is deemed to have "beneficial ownership" of any shares as of a given date which such person has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding for the purpose of computing the percentage ownership of such person or persons, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
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(3)
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Based on the amended Schedule 13D filed with the SEC on September 17, 2021 by MacAndrews & Forbes Incorporated, reporting beneficial ownership. The underlying beneficial owners, MFV Holdings One LLC and ST Holdings One LLC, are direct wholly owned subsidiaries of MacAndrews & Forbes Group LLC, which is direct wholly owned subsidiary of MacAndrews and Forbes Incorporated. The ROP Revocable Trust dated 1/9/2018, of which Ronald O. Perelman is the sole trustee and beneficiary, is the sole stockholder of MacAndrews & Forbes Incorporated. Each of MacAndrews & Forbes Incorporated, MacAndrews & Forbes LLC, MFV Holdings One LLC, and ST Holdings One LLC has shared voting and dispositive power over 24,156,358 shares of Common Stock.
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(4)
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Based on the amended Schedule 13G filed with the SEC on February 1, 2024 by John Latane Lewis, IV reporting beneficial ownership.
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(5)
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Includes 30,912 shares of Common Stock issuable upon exercise of options. Also includes 17,298 restricted stock units vesting on June 11, 2024. Excludes 7,414 restricted stock units expected to be settled in cash on June 11, 2024.
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(6)
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Includes 29,049 shares of Common Stock issuable upon exercise of options. Also includes 17,298 restricted stock units vesting on June 11, 2024. Excludes 7,414 restricted stock units expected to be settled in cash on June 11, 2024.
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(7)
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Includes 26,838 shares of Common Stock issuable upon exercise of options. Also includes 17,298 restricted stock units vesting on June 11, 2024. Excludes 7,414 restricted stock units expected to be settled in cash on June 11, 2024
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(8)
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Includes 17,298 restricted stock units vesting on June 11, 2024. Excludes 7,414 restricted stock units expected to be settled in cash on June 11, 2024.
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(9)
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Includes 30,912 shares of Common Stock issuable upon exercise of options. Also includes 17,298 restricted stock units vesting on June 11, 2024. Excludes 7,414 restricted stock units expected to be settled in cash on June 11, 2024.
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(10)
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Includes 30,912 shares of Common Stock issuable upon exercise of options. Also includes 17,298 restricted stock units vesting on June 11, 2024. Excludes 7,414 restricted stock units expected to be settled in cash on June 11, 2024.
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(11)
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Includes 30,912 shares of Common Stock issuable upon exercise of options. Also includes 17,298 restricted stock units vesting on June 11, 2024. Excludes 7,414 restricted stock units expected to be settled in cash on June 11, 2024.
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(12)
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Includes 29,049 shares of Common Stock issuable upon exercise of options. Also includes 17,298 restricted stock units vesting on June 12, 2024. Excludes 7,414 restricted stock units expected to be settled in cash on June 12, 2024.
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(13)
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See footnotes (6)-(12).
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Name
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Age
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Position
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Diem Nguyen, Ph.D. MBA
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52
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Chief Executive Officer and Director
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Daniel J. Luckshire
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53
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Executive Vice President, Chief Financial Officer and Corporate Secretary
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Dennis E. Hruby, Ph.D.
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72
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Executive Vice President and Chief Scientific Officer
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Lawrence R. Miller
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56
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General Counsel
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Jay K. Varma, M.D.
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52
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Executive Vice President and Chief Medical Officer and Director
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•
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base salary, which is determined on an annual or semi-annual basis,
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•
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annual or other time-based cash incentive compensation, and
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•
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long-term incentive compensation often in the form of equity awards.
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Name(1)
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Title
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Phillip L. Gomez, Ph.D.(2)
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Chief Executive Officer and Director
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Daniel J. Luckshire
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Executive Vice President, Chief Financial Officer and Corporate Secretary
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Dennis E. Hruby, Ph.D.
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Executive Vice President and Chief Scientific Officer
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Jay K. Varma, M.D.
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Executive Vice President and Chief Medical Officer
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(1)
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Our Named Executive Officers were our only executive officers during 2023.
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(2)
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Dr. Gomez retired from the Company effective January 26, 2024.
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Compensation
Element
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Form of
Payment
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Purpose
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Base Salary
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Cash
(Fixed)
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Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.
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Annual Incentives
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Cash
(Variable)
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Reward executives for delivering on annual financial and strategic objectives that contribute to the creation of shareholder value.
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Long-Term Incentives
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Equity
(Variable)
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Provide incentives for executives to execute on longer-term financial goals that drive the creation of shareholder value and support the Company's leadership retention objectives.
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Catalyst Pharmaceuticals, Inc.
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Paratek Pharmaceuticals, Inc.*
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Intercept Pharmaceuticals, Inc.*
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Rigel Pharmaceuticals, Inc.
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Mannkind Corp.
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Travere Therapeutics, Inc.
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Omeros Corporation
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Vanda Pharmaceuticals, Inc.
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*
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Intercept was acquired in September 2023 and Paratek was acquired in June 2023.
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•
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Maximize the value of procurement contract opportunities with the U.S. government.
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•
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Build on sales progress in international markets that started with the 2022 mpox outbreak.
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•
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Achieve substantial progress in the expansion of TPOXX label indications (including post-exposure prophylaxis, and mpox clinical activity).
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•
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Continue to identify and pursue asset maximization (including capital management) and strategic opportunities for the Company.
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•
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Continue to evolve mpox response strategies.
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Respectfully submitted by the
Compensation Committee,
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Julian Nemirovsky, Chairperson
Gary J. Nabel
Holly Phillips
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)(1)
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Stock
Awards
($)(2)
|
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
|
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All other
Compensation
($)
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Total
($)
|
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Phillip L. Gomez, Ph.D.(3)
Chief Executive Officer
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2023
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912,928
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912,928
|
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-
|
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-
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-
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-
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| |
1,825,856
|
|
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2022
|
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869,456
|
| |
869,456
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-
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-
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-
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-
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1,738,912
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2021
|
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844,132
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844,132
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-
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-
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-
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-
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1,688,264
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Daniel J. Luckshire
Executive Vice President, &
Chief Financial Officer
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2023
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709,070
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709,070
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300,000
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-
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-
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-
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1,718,140
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2022
|
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675,305
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709,070
|
| |
-
|
| |
-
|
| |
-
|
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-
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1,384,375
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2021
|
| |
655,636
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| |
655,636
|
| |
-
|
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-
|
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-
|
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-
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1,311,272
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Dennis E. Hruby, Ph.D.
Executive Vice President &
Chief Scientific Officer
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2023
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705,557
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705,557
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400,000
|
| |
-
|
| |
-
|
| |
-
|
| |
1,811,114
|
|
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2022
|
| |
671,960
|
| |
739,156
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| |
-
|
| |
-
|
| |
-
|
| |
-
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1,411,116
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2021
|
| |
652,388
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| |
652,388
|
| |
-
|
| |
-
|
| |
-
|
| |
-
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1,304,776
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| | |
Jay K. Varma, M.D.
Executive Vice President &
Chief Medical Officer
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2023
|
| |
244,318
|
| |
242,466
|
| |
-
|
| |
-
|
| |
-
|
| |
183,750(4)
|
| |
670,534
|
|
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2022
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| ||
|
2021
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
|
(1)
|
Bonuses are shown in the year in which they were accrued and earned.
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(2)
|
Amounts set forth in this column represents the aggregate grant date fair value of RSUs in accordance with FASB ASC Topic 718. No assumptions were made in this calculation. Mr. Hruby and Mr. Luckshire were awarded 64,516 and 48,387 RSUs, respectively, on May 11, 2023.
|
(3)
|
Mr. Gomez resigned effective January 26, 2024.
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(4)
|
Represents compensation earned during 2023 as a Board member, prior to becoming an employee of the Company, which consists of $33,750 of fees earned and an annual award of RSUs with a grant date value of $150,000 computed in accordance FASB ASC Topic 718. No assumptions were made in this calculation.
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Name
|
| |
Grant Date
|
| |
All Other Stock
Awards:
Number of
Shares of Stock
or Units
(#)
|
| |
All Other Option
Awards: Number of
Securities
Underlying
Options
(#)
|
| |
Exercise or Base
Price of Option
Awards
($/Sh)
|
| |
Grant Date Fair
Value of Stock and
Option
Awards
($)(1)
|
Phillip L. Gomez, Ph.D.
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Daniel J. Luckshire
|
| |
5/11/2023
|
| |
48,387(2)
|
| |
-
|
| |
-
|
| |
300,000
|
Dennis E. Hruby
|
| |
5/11/2023
|
| |
64,516(2)
|
| |
-
|
| |
-
|
| |
400,000
|
Jay K. Varma Ph.D.
|
| |
6/12/2023
|
| |
24,712(3)
|
| |
-
|
| |
-
|
| |
150,000
|
(1)
|
Represents the grant date fair value of RSUs granted in 2023 computed in accordance with FASB ASC Topic 718. No assumptions were made in this calculation.
|
(2)
|
Represents the number of RSUs awarded to Mr. Luckshire and Mr. Hruby. Mr. Luckshire and Mr. Hruby were awarded 48,387 and 64,516 RSUs, respectively, in May 2023. The awards vest in equal yearly installments over a period of two (2) years, with 50% of such RSUs vesting on July 1, 2024 and the remaining 50% of such RSUs vesting on July 1, 2025, subject to continued employment.
|
(3)
|
Represents 17,298 stock-settled RSUs awards and 7,414 cash-based RSUs awarded to Dr. Varma as part of his annual Director compensation prior to joining the Company as an executive officer. The awards vest on June 11, 2024, subject to continued employment or service.
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| |
Option Awards
|
| |
Stock Awards
|
||||||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
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
($)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have
Not Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)
|
Phillip L. Gomez. Ph.D.
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Daniel J. Luckshire
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
48,387(1)
|
| |
292,741
|
| |
-
|
| |
-
|
Dennis E. Hruby, Ph.D.
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
64,516(1)
|
| |
390,322
|
| |
-
|
| |
-
|
Jay K. Varma, M.D.
|
| |
27,060(4)
|
| |
-
|
| |
-
|
| |
8.56(4)
|
| |
11/10/2032
|
| |
17,298(2)
|
| |
96,869
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
7,414(3)
|
| |
41,518
|
| |
-
|
| |
-
|
(1)
|
Represents RSUs granted on May 11, 2023, which vest in equal yearly installments over a period of two (2) years, with the 50% of such RSUs vesting on July 1, 2024 and the remaining 50% of such RSUs vesting on July 1, 2025. Values are based on the closing price of the Company's common stock on December 29, 2023 (the last trading day of 2023) of $5.60 per share plus the accrued dividend of $0.45 declared on May 4, 2023 which will be paid as the underlying RSUs vest.
|
(2)
|
Represents RSUs granted on June 12, 2023, which vest on June 11, 2024. Value is based on the closing price of the Company's common stock on December 29, 2023 of $5.60 per share.
|
(3)
|
Represents cash-based RSUs granted on June 12, 2023, which vest on June 11, 2024. Value is based on the closing price of the Company's common stock on December 29, 2023 of $5.60 per share.
|
(4)
|
Amounts were adjusted to reflect the impact of the 2023 dividend declared on May 4, 2023.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
Name
|
| |
Number of
Shares
Acquired
on Exercise
(#)
|
| |
Value Realized
on Exercise
($)
|
| |
Number of
Shares
Acquired
on Vesting
(#)
|
| |
Value Realized
on Vesting
($)
|
Phillip L. Gomez, Ph.D.
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Daniel J. Luckshire
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Dennis E. Hruby, Ph.D.
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Jay K. Varma, M.D.
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
Termination by the
Company without
cause (or by the
officer for good reason)
|
| |
Termination upon
death or disability
|
| |
Termination by the
Company due to a
change in control
|
|
Aggregate cash payments
|
| |
$912,928
|
| |
$-
|
| |
$1,825,856
|
Total
|
| |
$912,928
|
| |
$-
|
| |
$1,825,856
|
•
|
Termination by the Company without cause or by Dr. Gomez for good reason.
|
•
|
Termination by the Company without cause or by Dr. Gomez for good reason in the period that begins 90 days prior to the occurrence of a change of control and ends on the second anniversary of the occurrence of a change of control.
|
•
|
Termination by the Company for cause or by Dr. Gomez without good reason.
|
•
|
Termination by the Company based on Dr. Gomez's death or total disability.
|
TABLE OF CONTENTS
| |
Termination by the
Company without
cause (or by the
officer for good reason)
|
| |
Termination upon
death or disability
|
| |
Termination by the
Company due to a
change in control
|
|
Aggregate cash payments
|
| |
$709,070
|
| |
$-
|
| |
$1,418,140
|
Value of accelerated stock-based grants(1)
|
| |
$292,741
|
| |
$-
|
| |
$292,741
|
Total
|
| |
$1,001,811
|
| |
$-
|
| |
$1,710,881
|
(1)
|
The amount consists of the value of unvested RSUs as of December 31, 2023 as well as accrued but unpaid dividends.
|
TABLE OF CONTENTS
•
|
Termination by the Company without cause or by Mr. Luckshire for good reason.
|
•
|
Termination by the Company without cause or by Mr. Luckshire for good reason in the period that begins 90 days prior to the occurrence of a change of control and ends on the second anniversary of the occurrence of a change of control.
|
•
|
Termination by the Company for cause or by Mr. Luckshire without good reason.
|
•
|
Termination by the Company based on Mr. Luckshire's death or total disability.
|
TABLE OF CONTENTS
| |
Termination by the
Company without
cause (or by the
officer for good reason)
|
| |
Termination upon
death or disability
|
| |
Termination by the
Company due to a
change in control
|
|
Aggregate cash payments
|
| |
$1,411,114
|
| |
$-
|
| |
$2,116,671
|
Value of accelerated stock-based grants(1)
|
| |
$390,322
|
| |
$-
|
| |
$390,322
|
Total
|
| |
$1,801,436
|
| |
$-
|
| |
$2,506,993
|
(1)
|
The amount consists of the value of unvested RSUs as of December 31, 2023 as well as accrued but unpaid dividends.
|
•
|
Termination by the Company without cause or by Dr. Hruby for good reason.
|
•
|
Termination by the Company without cause or by Dr. Hruby for good reason in the period that begins 90 days prior to the occurrence of a change of control and ends on the second anniversary of the occurrence of a change of control.
|
•
|
Termination by the Company for cause or by Dr. Hruby without good reason.
|
•
|
Termination by the Company based on Dr. Hruby's death or total disability.
|
TABLE OF CONTENTS
| |
Termination by the
Company without
cause (or due to non-
renewal) or by the
officer for good reason
|
| |
Termination upon
death or disability
|
| |
Termination by the
Company due to a
change in control
|
|
Aggregate cash payments
|
| |
$992,466
|
| |
$-
|
| |
$992,466
|
Value of accelerated stock-based grants(1)
|
| |
$138,387
|
| |
$-
|
| |
$138,387
|
Total
|
| |
$1,130,853
|
| |
$-
|
| |
$1,130,853
|
(1)
|
The amount consists of the value of unvested RSUs as of December 31, 2023.
|
•
|
Termination by the Company without cause (including non-renewal of the employment agreement) or by Dr. Varma for good reason.
|
•
|
Termination by the Company without cause or by Dr. Varma for good reason in the period that begins 90 days prior to the occurrence of a change of control and ends on the second anniversary of the occurrence of a change of control.
|
•
|
Termination by the Company for cause or by Dr. Varma without good reason.
|
•
|
Termination by the Company based on Dr. Varma's death or total disability.
|
TABLE OF CONTENTS
•
|
executive officer's neglect or failure or refusal to perform his duties under the applicable employment agreement (other than as a result of total or partial incapacity due to physical or mental illness);
|
•
|
any act by or omission of executive officer constituting gross negligence or willful misconduct in connection with the performance of his duties that could reasonably be expected to materially injure the reputation, business or business relationships of the Company or any of its affiliates;
|
•
|
perpetration of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof;
|
•
|
the commission by or indictment of executive officer for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud ("indictment", for these purposes, meaning a United States-based indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made);
|
•
|
the breach of a covenant set forth in the applicable employment agreement; or
|
•
|
any other material breach of the applicable employment agreement.
|
•
|
the Company failing to pay executive officer his base salary or compensation (as applicable);
|
•
|
Other than with respect to Dr. Varma, executive officer no longer holding his agreed upon office or offices of equivalent stature, or his functions and/or duties being materially diminished; or
|
•
|
executive officer's job site being involuntarily relocated to a location which is more than fifty (50) miles from the agreed upon location or in the case of Dr. Varma, his job site being involuntarily relocated to a location outside the New York metropolitan area (which includes parts of New York, New Jersey and Connecticut).
|
•
|
upon the consummation of a transaction or a series of related transactions pursuant to which any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than executive officer, his designee(s) or "affiliate(s)" (as defined in Rule 12b-2 under the Exchange Act), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company's then outstanding securities;
|
•
|
upon stockholders of the Company approving a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or
|
•
|
upon the stockholders of the Company approving a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company's assets.
|
TABLE OF CONTENTS
•
|
Other than with respect to Dr. Varma, if, subsequent to the Plan Covenant Termination Date (as defined in the POR), the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board of Directors: individuals who, on the day immediately preceding the Effective Date of the POR, constitute the Board of Directors and any new director whose appointment or election by the Board of Directors or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date of the POR or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person other than the Board of Directors) and (ii) any director whose initial assumption of office is in connection with the POR;
|
TABLE OF CONTENTS
Plan Category
|
| |
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants, Rights and
Restricted Stock Units(1)
|
| |
Weighted-average
Exercise Price of
Outstanding Options,
Warrants, Rights and
Restricted Stock Units
|
| |
Number of Securities
Available for Future
Issuance under Equity
Compensation Plans(2)
|
Equity compensation plans approved by security holders
|
| |
680,629
|
| |
$6.44
|
| |
3,427,112
|
Equity compensation plans not approved by security holders
|
| |
-
|
| |
-
|
| |
-
|
Total
|
| |
680,629
|
| |
$6.44
|
| |
3,427,112
|
(1)
|
Consists of the 1996 Incentive and Non-Qualified Stock Option Plan, as amended and restated, and the 2010 Stock Incentive Plan, as amended from time to time.
|
(2)
|
Consists of the 2010 Stock Incentive Plan, as amended from time to time.
|
•
|
An annual retainer of $45,000 for members, with such payments to be made quarterly, in arrears;
|
•
|
An annual retainer of $20,000 for service as the Audit Committee Chairperson and $10,000 for service as a member of the Audit Committee, with such payments to be made quarterly, in arrears;
|
•
|
An annual retainer of $15,000 for service as the Compensation Committee Chairperson and $7,500 for service as a member of the Compensation Committee, with such payments to be made quarterly, in arrears;
|
•
|
An annual retainer of $10,000 for service as the Nominating and Corporate Governance Committee Chairperson and $5,000 for service as a member of the Nominating and Corporate Governance Committee, with such payments to be made quarterly, in arrears;
|
•
|
An annual award of RSUs with a grant value of $150,000 with up to 30% of the vested value to be settled in cash and at least 70% to be settled in stock to be granted on the date of the Annual Meeting with vesting upon the next Annual Meeting; and
|
•
|
An award of 25,000 stock options upon a director's initial appointment to the Board of Directors vesting upon the date of such grant.
|
TABLE OF CONTENTS
Name
|
| |
Fees
Earned
[or Paid
in Cash]
($)
|
| |
Stock
Awards
($)(5)
|
| |
Option
Awards
($)(5)
|
| |
Non-Equity
Incentive Plan
Compensation
($)
|
| |
Nonqualified
Deferred
Compensation
Earnings
($)
|
| |
All Other
Compensation
($)(13)
|
| |
Total
($)
|
Jaymie A. Durnan(1)
|
| |
50,000
|
| |
150,000
|
| |
-
|
| |
-
|
| |
-
|
| |
6,579
|
| |
206,579
|
Harold E. Ford, Jr(2)
|
| |
50,495
|
| |
150,000
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
200,495
|
Phillip L. Gomez, Ph.D.(3)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Julie M. Kane(4)
|
| |
33,764
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
6,579
|
| |
40,343
|
Evan A. Knisely(6)
|
| |
24,602
|
| |
150,000
|
| |
122,500
|
| |
-
|
| |
-
|
| |
240,000(14)
|
| |
537,102
|
Joseph W. Marshall, III(7)
|
| |
70,495
|
| |
150,000
|
| |
-
|
| |
-
|
| |
-
|
| |
6,579
|
| |
227,074
|
Gary J. Nabel(8)
|
| |
52,500
|
| |
150,000
|
| |
-
|
| |
-
|
| |
-
|
| |
6,579
|
| |
209,079
|
Julian Nemirovsky(9)
|
| |
61,745
|
| |
150,000
|
| |
-
|
| |
-
|
| |
-
|
| |
6,579
|
| |
218,324
|
Holly L. Phillips(10)
|
| |
53,750
|
| |
150,000
|
| |
-
|
| |
-
|
| |
-
|
| |
6,579
|
| |
210,329
|
Michael Plansky(11)
|
| |
34,066
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
6,579
|
| |
40,645
|
Jay K. Varma, M.D.(12)
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
(1)
|
Chair of the Nominating and Corporate Governance Committee.
|
(2)
|
Member of the Audit Committee since June 2023.
|
(3)
|
Dr. Gomez ceased serving as a member of the Board of Directors on June 13, 2023 when his term expired at the end of our 2023 annual meeting of stockholders. Dr. Gomez did not receive additional compensation for is service on the Board. For information on the compensation paid to Dr. Gomez during fiscal year 2023, please see the Summary Compensation Table for applicable details.
|
(4)
|
Ms. Kane ceased serving as a member of the Board of Directors on June 13, 2023 when her term expired at the end of our 2023 annual meeting of stockholders. Ms Kane served as Chair of the Compensation Committee, and member of the Audit Committee.
|
(5)
|
Represents the grant date fair value of the award in accordance with the authoritative accounting literature. Valuation of the options is based on the methodology disclosed in the Form 10-k.
|
(6)
|
Member of the Board of Directors beginning in June 2023.
|
(7)
|
Member of the Nominating and Corporate Governance Committee, and chair of the Audit Committee since June 2023.
|
(8)
|
Member of the Compensation Committee.
|
(9)
|
Chair of the Compensation Committee since June 2023, and member of the Audit Committee since June 2023.
|
(10)
|
Member of the Compensation Committee since June 2023, and member of the Nominating and Corporate Governance Committee.
|
(11)
|
Mr. Plansky ceased serving as a member of the Board of Directors on June 13 2023 when his term expired at the end of our 2023 annual meeting of stockholders. Mr. Plansky served as Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee.
|
(12)
|
Dr. Varma has served as Executive Vice President and Chief Medical Officer of the Company since September 2023 and a member of the Board of Directors since November 2022. For information on the fees Dr. Varma earned for his service as a member of the Board of Directors in 2023 prior to joining the Company as an executive officer, please see the Summary Compensation Table for applicable details.
|
(13)
|
Represents dividend equivalents paid with respect to RSU awards which vested during the fiscal year ending December 31, 2023; such amounts were paid out at the same time as the RSU awards to which they were attributable vested.
|
(14)
|
Represents fees earned in connection with services provided by the advisory firm owned by Mr. Knisely. See Transactions with Related Persons.
|
TABLE OF CONTENTS
Pay Versus Performance Table
|
||||||||||||||||||||||||
Year
|
| |
Summary
Compensation
Table Total for
PEO1
|
| |
Compensation
Actually Paid to
PEO2
|
| |
Average
Summary
Compensation
Table Total for
Non-PEO Named
Executive
Officers3
|
| |
Average
Compensation
Actually Paid to
Non-PEOs
Named Executive
Officers4,
|
| |
Value of initial fixed $100
investment based on:
|
| |
Net Income
|
| |
Operating Income
(Pre-Tax)6
|
|||
|
Total
Shareholder
Return
|
| |
Peer Group
Total
Shareholder
Return5
|
| |||||||||||||||||||
2023
|
| |
$1,825,856
|
| |
$1,825,856
|
| |
$1,399,930
|
| |
$1,373,478
|
| |
$157
|
| |
$115
|
| |
$68,068,826
|
| |
$83,621,165
|
2022
|
| |
$1,738,912
|
| |
$1,738,912
|
| |
$993,871
|
| |
$993,871
|
| |
$176
|
| |
$111
|
| |
$33,904,806
|
| |
$42,700,166
|
2021
|
| |
$1,688,264
|
| |
$1,688,264
|
| |
$1,285,045
|
| |
$1,269,045
|
| |
$158
|
| |
$125
|
| |
$69,450,766
|
| |
$89,092,799
|
2020
|
| |
$1,639,090
|
| |
$1,639,090
|
| |
$1,280,950
|
| |
$1,354,729
|
| |
$152
|
| |
$126
|
| |
$56,342,010
|
| |
$84,500,630
|
(1)
|
Amount included here is the amount in the "Total" column from the Summary Compensation Table ("SCT") for the principal executive officer ("PEO") for the applicable year. For each covered year (i.e. 2020-2023), our PEO was Dr. Gomez.
|
(2)
|
"Compensation Actually Paid" is calculated by starting with the amounts reported for the PEO in the "Total" column of the SCT for the applicable year, with such amounts adjusted for stock based compensation. The PEO received no stock based compensation during the years presented.
|
(3)
|
Amount included here is the average of the amounts in the "Total" column from the SCT for the applicable year for each of the other non-PEO NEOs. For 2023, our non-PEO NEOs were: Messrs. Luckshire, Hruby and Varma. For 2022, 2021 and 2020, our non-PEO NEOs were Messrs. Luckshire and Hruby and Ms. Robin E. Abrams (former General Counsel and Chief Administrative Officer). The 2022 amount was impacted by the resignation of Ms. Abrams, effective April 18, 2022. The 2023 amount includes compensation paid to Dr. Varma, pro-rated based on his commencement date with the Company.
|
(4)
|
In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Average Total Compensation for the NEOs as a group for each year to determine the compensations "actually paid".
|
Year
|
| |
Reported Summary
Compensation Table for
Non-PEO NEOs
|
| |
Average Reported
Value of
Equity Awards
|
| |
Total Average
Equity Award
Adjustments(a)
|
| |
Average Compensation
"Actually Paid" to
Non-PEO NEOs
|
2023
|
| |
$1,399,930
|
| |
$(283,333)
|
| |
$256,881
|
| |
$1,373,478
|
2022
|
| |
$993,871
|
| |
-
|
| |
-
|
| |
$993,871
|
2021
|
| |
$1,285,045
|
| |
-
|
| |
$(16,000)
|
| |
$1,269,045
|
2020
|
| |
$1,280,950
|
| |
-
|
| |
$73,779
|
| |
$1,354,729
|
a)
|
The amounts added or deducted in calculating the total average equity award adjustments are as follows:
|
Year
|
| |
Year-End Fair
Value of Equity
Awards Granted
During Applicable
Year
|
| |
Change in
Fair Value as of Year-
End of Any Prior
Year Awards that
Remain Unvested
as of Year-End
|
| |
Change in Fair
Value as of the
Vesting Date of Any
Prior Year Awards
that Vested During
Applicable Year
|
| |
Total Equity Value
Reflected in
Compensation
Actually Paid
|
2023
|
| |
$256,881
|
| |
-
|
| |
-
|
| |
$256,881
|
2022
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
2021
|
| |
-
|
| |
-
|
| |
$(16,000)
|
| |
$(16,000)
|
2020
|
| |
-
|
| |
$44,445
|
| |
$29,334
|
| |
$73,779
|
(5)
|
The peer group, for purposes of this analysis, is the Nasdaq Biotechnology Index. The company's stock performance relative to the Nasdaq Biotechnology Index is disclosed in the Company's Form 10-K.
|
(6)
|
Operating income (pre-tax) is a financial measure that is consistent with U.S. GAAP that is considered by the Company as part of its executive compensation program. The Compensation Committee reviews a variety of performance goals and metrics for the purpose of awarding compensation to executive officers that are consistent with the Company's overall compensation philosophy and the long-term interests of its shareholders. Among these, the Compensation Committee has identified operating income (pre-tax) as the most important financial performance measure (that is not otherwise required to be disclosed in the table above) used by the Company to link compensation actually paid to its NEOs for the year ended December 31, 2023 to the Company's performance.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
Operating Income (Pre-Tax)
|
Total Product Sales and Supportive Services Revenues
|
Total Revenues
|
International Sales Revenue
|
Net Income
|
Diluted Earnings per Share
|
Relative TSR
|
TABLE OF CONTENTS
•
|
On May 26, 2017, the Company and M&F entered into a ten-year office lease agreement (the "New HQ Lease"), pursuant to which the Company agreed to lease 3,200 square feet at 27 East 62nd Street, New York, New York. The Company is utilizing premises leased under the New HQ Lease as its corporate headquarters. The Company's rental obligations consist of a fixed rent of $25,333 per month in the first sixty-three months of the term, subject to a rent abatement for the first six months of the term. From the first day of the sixty-fourth month of the term through the expiration or earlier termination of the lease, the Company's rental obligations will consist of a fixed rent of $29,333 per month. In addition to the fixed rent, the Company pays a facility fee, in consideration of the landlord making available certain ancillary services, which commenced on the first anniversary of entry into the lease. The facility fee is $4,254 per month as of December 31, 2023, and increases by five percent each year.
|
•
|
Evan A. Knisely, a Director since June 2023, owns a boutique government-relations advisory firm that provides services to the Company. In October 2020, the Company entered into a services agreement with the advisory firm, pursuant to which the firm provides the Company with services in connection with government relations activities for a monthly fee of $20,000. This agreement remains ongoing. During the year ended December 31, 2023, the Company incurred expenses of approximately $0.2 million related to services provided by the advisory firm.
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Year ended December 31,
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| |
2023
|
| |
2022
|
|
Audit Fees
|
| |
$776,000
|
| |
$731,246
|
Audit Related Fees
|
| |
-
|
| |
53,000
|
Tax Fees
|
| |
-
|
| |
-
|
All Other Fees
|
| |
980
|
| |
4,150
|
Total Fees
|
| |
$776,980
|
| |
$788,396
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Name
|
| |
Age
|
| |
Director
Since
|
| |
Position
|
Jaymie A. Durnan*
|
| |
70
|
| |
2020
|
| |
Director
|
Harold E. Ford, Jr*
|
| |
53
|
| |
2022
|
| |
Director
|
Evan A. Knisely
|
| |
49
|
| |
2023
|
| |
Director
|
Joseph W. Marshall, III*
|
| |
71
|
| |
2009
|
| |
Director
|
Gary J. Nabel*
|
| |
70
|
| |
2021
|
| |
Director
|
Julian Nemirovsky*
|
| |
40
|
| |
2020
|
| |
Director
|
Diem Nguyen
|
| |
52
|
| |
2024
|
| |
Director and Chief Executive Officer
|
Holly L. Phillips*
|
| |
53
|
| |
2021
|
| |
Director
|
Jay K. Varma
|
| |
52
|
| |
2022
|
| |
Director and Chief Medical Officer
|
*
|
Determined by the Board of Directors to be independent pursuant to Nasdaq Rule 5605.
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BY ORDER OF THE BOARD OF DIRECTORS
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| |
|
|
| |
Daniel J. Luckshire
Secretary
|
|
Dated: April 26, 2024
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