04/23/2021 | Press release | Distributed by Public on 04/23/2021 05:08
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
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1
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When and where will the Annual Meeting be held?
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1
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What are the purposes of the Annual Meeting?
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1
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Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?
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1
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Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?
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1
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What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials?
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2
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Can I vote my shares by filling out and returning the Notice and Access Card?
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2
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Who is entitled to vote at the Annual Meeting?
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2
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What is the difference between being a 'record holder' and holding shares in 'street name'?
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2
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What do I do if my shares are held in 'street name'?
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2
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How many shares must be present to hold the Annual Meeting?
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3
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What are 'broker non-votes'?
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3
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What if a quorum is not present at the Annual Meeting?
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3
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How do I vote my shares without attending the Annual Meeting?
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3
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How can I attend and vote at the Annual Meeting?
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3
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What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?
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4
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How does the Board recommend that I vote?
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4
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How many votes are required to approve each proposal?
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4
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What if I do not specify how my shares are to be voted?
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5
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Who will count the votes?
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5
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Can I revoke or change my vote after I submit my proxy?
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5
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Who will pay for the cost of this proxy solicitation?
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5
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Why hold a virtual meeting?
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5
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Will I be able to ask questions at the Annual Meeting?
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6
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
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7
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Board Size and Structure
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7
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Current Directors and Terms
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7
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Nominees for Director
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7
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Information About Board Nominees and Continuing Directors
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7
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Nominees for Election to Three-Year Terms Expiring No Later than the 2024 Annual Meeting
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8
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Class II Directors Whose Terms Expire at the 2022 Annual Meeting of Stockholders
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8
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Class III Directors Whose Terms Expire at the 2023 Annual Meeting of Stockholders
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9
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Board Recommendation
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10
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PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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11
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Appointment of Independent Registered Public Accounting Firm
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11
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Page
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Audit, Audit-Related, Tax and All Other Fees
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11
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Pre-Approval Policies and Procedures
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11
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Board Recommendation
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12
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Audit Committee Report
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12
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EXECUTIVE OFFICERS
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13
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CORPORATE GOVERNANCE
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15
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Corporate Governance Guidelines
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15
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Board Leadership Structure
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15
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Director Independence
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16
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Board Committees
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16
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Audit Committee
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16
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Compensation Committee
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17
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Nominating and Corporate Governance Committee
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18
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Board and Board Committee Meetings and Attendance
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19
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Executive Sessions
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19
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Director Attendance at Annual Meeting of Stockholders
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19
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Director Nominations Process
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19
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Board Role in Risk Oversight
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20
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Committee Charters and Corporate Governance Guidelines
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21
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Code of Business Conduct and Ethics
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21
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Anti-Hedging Policy
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21
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Communications with the Board
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21
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EXECUTIVE AND DIRECTOR COMPENSATION
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22
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Summary Compensation Table
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22
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Elements of the Company's Executive Compensation Program
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23
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2020 Salaries
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23
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2020 Bonuses
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23
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Equity Compensation
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23
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Other Elements of Compensation
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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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EXECUTIVE COMPENSATION ARRANGEMENTS
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26
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Employment Agreements
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26
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Equity Incentive Plans
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27
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Director Compensation
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28
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STOCK OWNERSHIP
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29
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Security Ownership of Certain Beneficial Owners and Management
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29
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CERTAIN TRANSACTIONS WITH RELATED PERSONS
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31
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Policies and Procedures on Transactions with Related Persons
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31
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Page
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Preferred Stock Financings
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31
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Exchange Agreement
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31
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Convertible Bridge Notes
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32
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Transactions with HighCape Partners QP and its Affiliates
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32
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Transactions with KeraLink and its Affiliates
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33
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Investor Rights Agreement
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34
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Employment Agreements
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35
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Indemnification Agreements
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35
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Stock Option Grants to Executive Officers and Directors
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35
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Participation in Our Initial Public Offering
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35
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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
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36
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HOUSEHOLDING | | |
36
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2020 ANNUAL REPORT
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36
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Proposal
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Votes Required
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Voting Options
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Impact of
'Withhold' or 'Abstain' Votes |
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Broker
Discretionary Voting Allowed |
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| Proposal No. 1: Election of Directors | | | The plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative 'FOR' votes will be elected as Class I directors. | | |
'FOR ALL'
'WITHHOLD ALL'
'FOR ALL EXCEPT'
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None(1)
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No(3)
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| Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon. | | |
'FOR'
'AGAINST'
'ABSTAIN'
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None(2)
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Yes(4)
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Class I Director -
Current Term Ending at 2021 Annual Meeting |
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Class II Director -
Current Term Ending at 2022 Annual Meeting |
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Class III Director -
Current Term Ending at 2023 Annual Meeting |
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Maybelle Jordan
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Brigid A. Makes
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Ronald Lloyd
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W. Matthew Zuga
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C. Randal Mills
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Kevin Rakin
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Class I Directors
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Age
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Director Since
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Current Position at Aziyo
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Maybelle Jordan | | |
55
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2020
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Director
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W. Matthew Zuga | | |
55
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2015
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Director
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Class II Directors
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Age
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Director Since
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Current Position at Aziyo
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Brigid A. Makes | | |
65
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2020
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Director
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C. Randal Mills | | |
49
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2015
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Director
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Class III Directors
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Age
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Director Since
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Current Position at Aziyo
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Ronald Lloyd | | |
60
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2018
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President, Chief Executive Officer, Director
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Kevin Rakin | | |
60
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2015
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Chairman
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Year Ended December 31,
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2020
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2019
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Audit Fees
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| | | $ | 1,759,638 | | | | | $ | 411,433 | | |
Audit-Related Fees
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Tax Fees
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| | | | - | | | | | | - | | |
All Other Fees
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Total
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| | | $ | 1,759,638 | | | | | $ | 411,433 | | |
Executive Officer
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Age
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Position
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In Current
Position Since |
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Ronald Lloyd | | |
60
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| | President, Chief Executive Officer and Director | | |
2018
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Matthew Ferguson | | |
53
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| | Chief Financial Officer | | |
2020
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Thomas Englese | | |
47
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| | Chief Commercial Officer | | |
2019
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Jerome Riebman, M.D. | | |
67
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| | Chief Medical Officer | | |
2020
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Darryl Roberts, Ph.D. | | |
59
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| | Executive Vice President, Operations and Product Development | | |
2016
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Director
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Audit
Committee |
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Compensation
Committee |
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Nominating and Corporate
Governance Committee |
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Maybelle Jordan
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-
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X
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X
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Brigid A. Makes
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Chair
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-
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Chair
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C. Randal Mills.
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X
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Chair
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-
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Kevin Rakin.
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-
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X
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-
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W. Matthew Zuga.
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X
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-
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X
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Name and Principal Position
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Year
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Salary
($) |
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Bonus
($) |
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Stock
Awards ($)(1) |
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Option
Awards ($)(2) |
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Non-Equity
Incentive Plan Compensation ($) |
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All Other
Compensation ($) |
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Total
($) |
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Ronald Lloyd
President and Chief Executive Officer |
| | | | 2020 | | | | | | 490,477 | | | | | | ― | | | | | | 1,707,225 | | | | | | 1,600,903 | | | | | | 392,381 | | | | | | 7,707(3) | | | | | | 4,198,693 | | |
| | | 2019 | | | | | | 465,283 | | | | | | ― | | | | | | ― | | | | | | 12,960 | | | | | | 203,940 | | | | | | 7,032 | | | | | | 689,215 | | | ||
Jerome Riebman, M.D.
Chief Medical Officer(4) |
| | | | 2020 | | | | | | 346,000 | | | | | | 65,000(5) | | | | | | 173,162 | | | | | | 455,928 | | | | | | 140,130 | | | | | | 1,559(6) | | | | | | 1,181,779 | | |
Darryl Roberts, Ph.D.
Executive Vice President, Operations and Product Development |
| | | | 2020 | | | | | | 309,000 | | | | | | ― | | | | | | 188,904 | | | | | | 441,065 | | | | | | 152,955 | | | | | | 6,282(7) | | | | | | 1,098,206 | | |
| | | 2019 | | | | | | 301,154 | | | | | | ― | | | | | | ― | | | | | | 8,400 | | | | | | 77,400 | | | | | | 4,200 | | | | | | 391,154 | | |
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Option Awards(10)
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Stock Awards(10)
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Name
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Grant Date
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Number of
Securities Underlying Unexercised Options (#) Exercisable |
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Number of
Securities Underlying Unexercised Options (#) Unexercisable |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Number of
Shares or Units of Stock that have not vested (#) |
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Market Value
of Shares or Units of Stock that have not vested ($)(9) |
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Number of
Unearned Units that have not vested (#) |
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Market Value
of Unearned Units that have not vested ($) |
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Ronald Lloyd
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| | | | 7/27/2018(1) | | | | | | 95,531 | | | | | | 57,318 | | | | | | 5.58196 | | | | | | 5/31/2025 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
| | | 6/4/2019(2) | | | | | | 2,579 | | | | | | - | | | | | | 10.326626 | | | | | | 6/3/2026 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | ||
| | | 10/8/2020(7) | | | | | | - | | | | | | 181,783 | | | | | | 17.00 | | | | | | 10/8/2030 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | ||
| | | 10/8/2020(8) | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 100,425 | | | | | | 1,368,793 | | | | | | - | | | | | | - | | | ||
Jerome Riebman, M.D.
|
| | | | 1/22/2020(3) | | | | | | - | | | | | | 15,765 | | | | | | 10.326626 | | | | | | 1/21/2027 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
| | | 10/8/2020(7) | | | | | | - | | | | | | 30,412 | | | | | | 17.00 | | | | | | 10/8/2030 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | ||
| | | 10/8/2020(8) | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 10,186 | | | | | | 138,835 | | | | | | - | | | | | | - | | | ||
Darryl Roberts, Ph.D.
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| | | | 5/19/2016(4) | | | | | | 10,748 | | | | | | - | | | | | | 5.442411 | | | | | | 5/18/2022 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | |
| | | 1/11/2018(5) | | | | | | 3,582 | | | | | | - | | | | | | 5.442411 | | | | | | 1/10/2025 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | ||
| | | 2/13/2019(6) | | | | | | 1,254 | | | | | | 1,612 | | | | | | 5.58196 | | | | | | 2/12/2026 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | ||
| | | 10/8/2020(7) | | | | | | - | | | | | | 50,083 | | | | | | 17.00 | | | | | | 10/8/2030 | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | ||
| | | 10/8/2020(8) | | | | | | - | | | | | | - | | | | | | - | | | | | | - | | | | | | 11,112 | | | | | | 151,457 | | | | | | - | | | | | | - | | |
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Option
Awards ($)(1) |
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Total ($)
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Kevin Rakin
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| | | | 19,375 | | | | | | - | | | | | | 19,375 | | |
W. Matthew Zuga
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| | | | 13,750 | | | | | | - | | | | | | 13750 | | |
C. Randal Mills
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| | | | 16,250 | | | | | | 126,000 | | | | | | 142,250 | | |
Maybelle Jordan
|
| | | | 13,125 | | | | | | 126,000 | | | | | | 139,125 | | |
Brigid A. Makes
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| | | | 17,500 | | | | | | 126,000 | | | | | | 143,500 | | |
Name
|
| |
Options Outstanding at
Fiscal Year End |
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C. Randall Mills
|
| | | | 14,307 | | |
Maybelle Jordan
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| | | | 14,307 | | |
Brigid A. Makes
|
| | | | 14,307 | | |
Name of Beneficial Owner
|
| |
Number of Shares of
Class A Common Stock Beneficially Owned(1) |
| |
Percentage of Class A
Common Stock Beneficially Owned |
| |
Percentage of Class A and
Class B Common Stock Beneficially Owned |
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Holders of More than 5%: | | | | | | | | | | | | | | | | | | | |
HighCape Partners and affiliates(2)
|
| | | | 4,508,831 | | | | | | 63.6% | | | | | | 44.1% | | |
KeraLink International, Inc.(3)
|
| | | | 465,786 | | | | | | 6.6% | | | | | | 4.6% | | |
Named executive officers and directors: | | | | | | | | | | | | | | | | | | | |
Ronald Lloyd(4)
|
| | | | 131,802 | | | | | | 1.8% | | | | | | 1.3% | | |
Darryl Roberts, Ph.D.(5)
|
| | | | 15,942 | | | | | | * | | | | | | * | | |
Jerry Riebman, M.D.(6)
|
| | | | 4,927 | | | | | | * | | | | | | * | | |
Kevin Rakin(2)(7)
|
| | | | 4,508,831 | | | | | | 63.6% | | | | | | 44.1% | | |
Maybelle Jordan
|
| | | | - | | | | | | - | | | | | | - | | |
Brigid A. Makes
|
| | | | - | | | | | | - | | | | | | - | | |
C. Randal Mills, Ph.D.
|
| | | | - | | | | | | - | | | | | | - | | |
W. Matthew Zuga(2)
|
| | | | 4,508,831 | | | | | | 63.6 % | | | | | | 44.1 % | | |
All executive officers and directors as a group (10 persons)(8)
|
| | | | 4,670,908 | | | | | | 64.5% | | | | | | 45.0% | | |
Participants
|
| |
Shares of Series A
Preferred Stock |
| |
Aggregate Purchase
Price |
| ||||||
| | | | | | | | |
(in thousands)
|
| |||
5% or Greater Stockholders | | | | | | | | | | | | | |
Deerfield
|
| | | | 2,955,964 | | | | | $ | 2,956(1) | | |
HighCape Partners QP and its affiliates(2)
|
| | | | 5,446,279 | | | | | $ | 5,446(3) | | |
Directors and Executive Officers | | | | | | | | | | | | | |
Ronald Lloyd
|
| | | | 11,788 | | | | | $ | 12 | | |
Participants
|
| |
Shares of Class A
Common Stock Purchased |
| |
Shares of Class B
Common Stock Purchased |
| |
Total Purchase Price
|
| |||||||||
Holders of More Than 5% of Our Voting Securities | | | | | | | | | | | | | | | | | | | |
HighCape Partners QP and its affiliates
|
| | | | 441,176 | | | | | | - | | | | | $ | 7,499,992 | | |