Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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◻ | Soliciting Material Pursuant to § 240.14a-12 | |
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Rockville, Maryland 20850
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
You are cordially invited to attend the virtual Annual Meeting of Stockholders of GlycoMimetics, Inc., a Delaware corporation. The Annual Meeting will again be held virtually, through a live webcast at www.virtualshareholdermeeting.com/GLYC2023. You will not be able to attend the meeting in person. The meeting will be held on Friday, May 19, 2023 at 9:00 a.m. Eastern Time for the following purposes:
To elect the three nominees for director named herein to hold office until the 2026 Annual Meeting of Stockholders. |
2. | To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of GlycoMimetics, Inc. for its fiscal year ending December 31, 2023. |
3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy materials. |
To conduct any other business properly brought before the meeting. |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
You will be able to attend the virtual Annual Meeting, submit questions, and vote during the live webcast by visiting www.virtualshareholdermeeting.com/GLYC2023 and entering the 16-digit Control Number found on your proxy card or in the instructions that you received via email. We encourage our stockholders to retain their control numbers from proxy cards or voting instruction forms in order to be able to access the virtual Annual Meeting. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log in beginning at 8:30 a.m. Eastern Time on Friday, May 19, 2023.
The record date for the Annual Meeting is March 24, 2023. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
Rockville, Maryland
April 21, 2023
You are cordially invited to attend the meeting of GlycoMimetics, Inc. online. Whether or not you expect to access the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or on the Internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote online on the virtual meeting website. Please retain your Control Number from your proxy card or voting instruction form in order to be able to access the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you should follow the instructions provided by your broker, bank or other nominee to be able to participate at the meeting. |
GLYCOMIMETICS, INC.
9708 Medical Center Drive
Rockville, Maryland 20850
PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why am I receiving these materials?
We have sent you these proxy materials because the Board of Directors (the “Board”) of GlycoMimetics, Inc. (sometimes referred to as the “Company” or “GlycoMimetics”) is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders, including at any adjournments or postponements thereof (the “Annual Meeting”). You are invited to attend the Annual Meeting virtually to vote on the proposals described in this proxy statement. However, you do not need to attend the virtual meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or on the Internet.
We intend to mail these proxy materials on or about April 21, 2023 to all stockholders of record entitled to vote at the Annual Meeting.
How do I attend the Annual Meeting?
The Annual Meeting will be held through a live webcast on Friday, May 19, 2023 at 9:00 a.m. Eastern Time. Online access to the Annual Meeting will begin at 8:30 a.m. ET. Stockholders will not be able to attend the Annual Meeting in person.
To participate in and/or vote at the virtual Annual Meeting, stockholders should go to www.virtualshareholdermeeting.com/GLYC2023. Stockholders must enter the 16-digit Control Number found on their proxy card. Stockholders may still vote prior to the Annual Meeting by internet, telephone or by mail per the instructions on their proxy card. The webcast of the Annual Meeting will be archived for one year after the date of the Annual Meeting at www.virtualshareholdermeeting.com/GLYC2023. Instructions on how to connect to the Annual Meeting and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/GLYC2023.
What if I cannot find my Control Number?
Please note that if you do not have your Control Number and you are a stockholder of record as of the record date, you can call (240) 243-1201 prior to the day of the Annual Meeting and request that your Control Number be provided to you. If you do not have a Control Number, you will still be able to log in as a guest to the meeting webcast by visiting www.virtualshareholdermeeting.com/GLYC2023 and registering as a guest. However, if you log in as a guest you will not be able to vote your shares or ask questions during the Annual Meeting.
How do I ask questions of management or the Board?
Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/GLYC2023. We will post answers to stockholders’ questions received during the Annual Meeting that are relevant to our business on our Investor Relations website shortly after the meeting.
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Where can I get technical assistance?
If you encounter any difficulties accessing the virtual meeting during the check-in time or meeting time, or you have any questions regarding how to use the virtual meeting platform, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 24, 2023 will be entitled to vote at the Annual Meeting.
Stockholder of Record: Shares Registered in Your Name
If, on March 24, 2023, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the virtual meeting or vote by proxy. Whether or not you plan to attend the virtual meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on March 24, 2023, your shares were not held in your name but rather in an account at a brokerage firm, bank or other similar intermediary, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that intermediary. The intermediary holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other intermediary regarding how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting.
Will a list of stockholders of record be available?
For the ten days ending the day prior to the Annual Meeting, a list of our stockholders of record as of the close of business on the record date will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of stockholders of record beginning on May 8, 2023 and until the Annual Meeting, stockholders should email ir@glycomimetics.com.
What am I voting on?
There are three matters scheduled for a vote:
| ● | Election of three directors (Proposal 1); |
| ● | Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy materials (Proposal 3). |
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
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You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.
The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote online at the virtual Annual Meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone or vote by proxy on the internet. Whether or not you plan to attend the virtual meeting online, we urge you to vote by proxy to ensure your vote is counted. You may still attend virtually and vote during the Annual Meeting even if you have already voted by proxy.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other similar intermediary, you should have received a voting instruction form with these proxy materials from that intermediary rather than from GlycoMimetics. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or on the internet as instructed by your broker or bank. To vote online at the virtual Annual Meeting, you should follow the instructions provided by your broker, bank or other intermediary, or contact that intermediary to request a proxy form.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of March 24, 2023.
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If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, on the internet or online at the virtual Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the three nominees for director, “For” the ratification of the selection of Ernst & Young LLP as our registered public accounting firm for the fiscal year ending December 31, 2023 and “For” the advisory approval of executive compensation. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other similar intermediary how to vote your shares, your broker, bank or other intermediary may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (NYSE), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposals 1 and 3 are considered to be “non-routine” under NYSE rules, meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal 2 is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.
If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other intermediary by the deadline provided in the materials you receive from your broker, bank or other intermediary.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
| ● | You may submit another properly completed proxy card with a later date. |
| ● | You may submit a subsequent proxy by telephone or on the internet. |
| ● | You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 9708 Medical Center Drive, Rockville, Maryland 20850. |
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| ● | You may attend and vote online at the virtual Annual Meeting. Simply attending the meeting will not, by itself, revoke your proxy. |
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other similar intermediary, you should follow the instructions provided by that intermediary.
When are stockholder proposals due for next year’s annual meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 23, 2023, to our Corporate Secretary at 9708 Medical Center Drive, Rockville, Maryland 20850. If you wish to nominate an individual for election as a director at, or bring business other than through a stockholder proposal before, the 2024 Annual Meeting of Stockholders, you must deliver your notice to our Corporate Secretary at the foregoing address between January 20, 2024, and February 19, 2024. In addition, stockholders who intend to solicit proxies in support of director nominees other than the our Board’s nominees must also comply with the additional requirements of SEC Rule 14a-19(b). In the event that next year’s annual meeting is scheduled to be held before April 19, 2024, or after June 18, 2024, then you must deliver your notice to our Corporate Secretary at the foregoing address at least 90 days, but not more than 120 days, prior to the date of next year’s annual meeting, or not more than 10 days following the day on which public announcement of the date of next year’s annual meeting is made. Your notice to the Corporate Secretary must set forth information specified in our amended and restated bylaws, including your name and address and the class and number of shares of our stock that you beneficially own.
If you propose to bring business before an annual meeting other than a director nomination, your notice must also include, as to each matter proposed, the following: 1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting that business at the annual meeting; and 2) any material interest you have in that business. If you propose to nominate an individual for election as a director, your notice must also include, as to each person you propose to nominate for election as a director, the following: 1) the name, age, business address and residence address of the person; 2) the principal occupation or employment of the person; 3) the class and number of shares of our stock that are owned of record and beneficially owned by the person; 4) the date or dates on which the shares were acquired and the investment intent of the acquisition; and 5) any other information concerning the person as would be required to be disclosed in a proxy statement soliciting proxies for the election of that person as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations promulgated under the Exchange Act, including the person’s written consent to being named as a nominee and to serving as a director if elected. We may require any proposed nominee to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack of independence, of the proposed nominee.
For more information, and for more detailed requirements, please refer to our amended and restated bylaws, filed as an exhibit to our most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2023.
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal 1, votes “For,” “Withhold” and broker non-votes for each nominee; and with respect to Proposals 2 and 3, votes “For,” “Against,” abstentions and, if applicable, broker non-votes.
Abstentions will be counted towards the vote total for Proposals 2 and 3, and will have the same effect as “Against” votes. Broker non-votes on Proposals 1 and 3 will have no effect and will not be counted towards the vote total for any of those proposals.
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What are “broker non-votes”?
A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to “routine” matters but does not vote on “non-routine” matters because you did not provide voting instructions on these matters. These un-voted shares with respect to the “non-routine” matters are counted as “broker non-votes.” Proposals 1 and 3 are considered to be “non-routine” under NYSE rules, and we therefore expect broker non-votes to exist in connection with these proposals.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other intermediary by the deadline provided in the materials you receive from your broker, bank or other intermediary.
How many votes are needed to approve each proposal?
The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.
Proposal Number | Proposal Description | Vote Required for Approval | Effect of Abstentions | Effect of Broker Non-Votes |
1 | Election of Directors | The three nominees receiving the most “For” votes will be elected; withheld votes will have no effect | Not applicable | No effect |
2 | Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023 | “For” votes from the holders of a majority of shares present virtually at the meeting or represented by proxy and entitled to vote on the matter | Against | Not applicable* |
3 | Advisory approval of the compensation of the Company’s named executive officers | “For” votes from the holders of a majority of shares present virtually at the meeting or represented by proxy and entitled to vote on the matter | Against | No effect |
*This proposal is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other intermediary that holds your shares, your broker, bank or other intermediary has discretionary authority under NYSE rules to vote your shares on this proposal.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present online at the Annual Meeting or represented by proxy. On the record date, there were 64,245,224 shares outstanding and entitled to vote. Thus, the holders of 32,122,613 shares must be present online or represented by proxy at the Annual Meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other intermediary) or if you vote online at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the meeting to another date.
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If I miss the Annual Meeting, will there be a copy posted online?
Yes, a replay of the virtual meeting webcast will be available at www.virtualshareholdermeeting.com/GLYC2023 and remain available for at least one year from the date of the Annual Meeting.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.
What proxy materials are available on the internet?
The proxy statement and annual report to stockholders are available at http://materials.proxyvote.com/38000Q.
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PROPOSAL 1
Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until that director’s successor is duly elected and qualified.
The Board presently has eight members. There are three directors in the class whose term of office expires in 2023. Each of the nominees listed below is currently a director who was previously elected by our stockholders. If elected at the Annual Meeting, each of the nominees would serve until the 2026 annual meeting of stockholders and until a successor has been duly elected and qualified, or, if sooner, until death, resignation or removal.
It is our policy to invite and encourage directors and nominees for director to attend each annual meeting of stockholders. All directors serving as of the date of the 2022 annual meeting of stockholders were in attendance at that meeting.
Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee that we will propose. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.
The Nominating and Corporate Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Committee views as critical to the effective functioning of the Board. In an effort to provide a variety of experience and perspective on the Board, the Committee considers criteria for nominees to require the highest personal integrity and ethics and an ability to read and understand financial statements, and also takes into account the relevant expertise, availability, commitment, demonstrated excellence and diversity of its members. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to believe that the nominee should continue to serve on the Board. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR A THREE-YEAR TERM EXPIRING AT THE 2026 ANNUAL MEETING
Patricia Andrews, age 65
Ms. Andrews has served as a member of our Board since 2017. She has served since 2017 as the chief executive officer of Sumitomo Pharma Oncology, Inc. (and its predecessor, Boston Biomedical, Inc.), an oncology drug research and development company, and as an executive officer of its parent company, Sumitomo Pharma Co. Ltd. Ms. Andrews joined Boston Biomedical in 2013. From 2008 to 2012, Ms. Andrews served as the chief commercial officer of Incyte Corporation, a publicly held biopharmaceutical company. From 1991 to 2008, Ms. Andrews served in various roles of increasing responsibility at Pfizer Inc., culminating in her role as a vice president and the general manager of Pfizer’s U.S. Oncology business unit. Ms. Andrews received her B.A. degree from Brown University
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and her M.B.A. degree from the University of Michigan. We believe Ms. Andrews’ qualifications to serve on our Board include her strong leadership and demonstrated management experience within the pharmaceutical industry, including serving as a chief executive officer and a chief commercial officer, as well as her in-depth knowledge of operations and commercial strategy.
Mark Goldberg, M.D., age 68
Dr. Goldberg has served as a member of our Board since 2014. Dr. Goldberg served in a number of capacities of increasing responsibility at Synageva BioPharma Corp., a biopharmaceutical company, between 2011 and 2015, including as Executive Vice President, Medical and Regulatory Strategy. Prior to joining Synageva he served in various management capacities of increasing responsibility at Genzyme Corporation, a biopharmaceutical company, from 1996 to 2011, most recently as Senior Vice President, Clinical Development and Global Therapeutic Head, Oncology and Personalized Genetic Health, and as Chairman of Genzyme’s Early Product Development Board. Prior to working at Genzyme he was a full-time staff physician at Brigham and Women’s Hospital and the Dana-Farber Cancer Institute. He still holds an appointment at Brigham and Women’s Hospital. Dr. Goldberg has also been on the faculty of Harvard Medical School since 1987 and serves as a Lecturer in Medicine (part-time). He is a board-certified medical oncologist and hematologist. Dr. Goldberg serves on the boards of directors of the public biopharmaceutical companies ImmunoGen, Inc., Blueprint Medicines Corporation and Avacta Group plc. Within the last five years, he also served on the boards of directors of the public biopharmaceutical companies Audentes Therapeutics, Inc. and Idera Pharmaceuticals (now known as Aceragen, Inc.). He has also served as a member of the board of directors of the American Cancer Society since January 2019. Dr. Goldberg received his A.B. from Harvard College and his M.D. from Harvard Medical School. The Board believes that Dr. Goldberg’s prestigious medical background and significant clinical experience allow him to make particularly valuable contributions to our research and development efforts, while his public company board experience provides us with valuable strategic and operational expertise and leadership skills.
Timothy Pearson, age 55
Mr. Pearson has served as a member of our Board since 2014 and as our Chairperson since 2019. Mr. Pearson has served as the chief executive officer of Carrick Therapeutics, a privately held oncology company, since July 2019. Mr. Pearson served as an executive vice president and the chief financial officer of TESARO, Inc., an oncology-focused biopharmaceutical company, from 2014 until its acquisition by GlaxoSmithKline in February 2019. He served as an executive vice president, chief financial officer and treasurer of Catalyst Health Solutions, a publicly held pharmacy benefit management company, from 2011 until its acquisition by SXC Health Solutions in 2012. Prior to joining Catalyst Health Solutions, Mr. Pearson served as the chief financial officer and executive vice president of MedImmune, Inc. He previously served on the board of directors of Ra Pharmaceuticals, Inc., a publicly held biopharmaceutical company until acquisition by UCB in 2020. Mr. Pearson is a Certified Public Accountant and holds dual B.S. degrees in Business Administration from the University of Delaware and in Accounting from the University of Maryland, University College, as well as an M.S. degree in Finance from Loyola College. As a result of Mr. Pearson’s educational background and professional experiences, the Board believes Mr. Pearson possesses particularly impactful knowledge and experience in accounting and finance; strategic planning and leadership of complex organizations; and human capital management, all of which strengthen the Board’s collective qualifications, skills and experience.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
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DIRECTORS CONTINUING IN OFFICE UNTIL THE 2024 ANNUAL MEETING
Daniel Junius, age 70
Mr. Junius has served as a member of our Board since 2016. Mr. Junius served as the president and chief executive officer of ImmunoGen, Inc., a publicly held biotechnology company, from 2009 until his retirement in 2016. He also served as ImmunoGen’s president and chief operating officer and acting chief financial officer from July 2008 to December 2008, as an executive vice president and the chief financial officer from 2006 to July 2008, and as a senior vice president and the chief financial officer from 2005 to 2006. Mr. Junius also served as a director of ImmunoGen from 2008 until June 2018. Before joining ImmunoGen, Mr. Junius was an executive vice president and the chief financial officer of New England Business Service, Inc., or NEBS, a business-to-business direct marketing company, from 2002 until its acquisition by Deluxe Corporation in 2004 and a senior vice president and the chief financial officer of NEBS from 1998 to 2002. Prior to NEBS, he was a vice president and the chief financial officer of Nashua Corporation, a manufacturer and marketer of specialty imaging paper and label products and services. He joined Nashua Corporation in 1984 and held financial management positions of increasing responsibility before becoming chief financial officer in 1996. Mr. Junius has served on the board of directors and as chair of the audit committee of IDEXX Laboratories, Inc., a publicly held pet healthcare company, since 2014. Mr. Junius holds a Bachelor of Arts in Political Science from Boston College and a Masters in Management from Northwestern University’s Kellogg School of Management. The Board believes that Mr. Junius’s extensive experience, including service as chief executive officer and chief financial officer of public companies, in addition to his financial expertise and depth of knowledge of the biopharmaceutical industry, allows him to make valuable contributions to the Board and to bolster the Board’s overall skills and experience.
Rachel King, age 63
Ms. King co-founded our company and has served as a member of our Board since our inception in 2003. Ms. King served as our president and chief executive officer from our inception in 2003 until August 2021. Ms. King has served as the interim president and chief executive officer of the Biotechnology Innovation Organization (BIO) since November 2022 and has served on its board of directors since 2013, including as chair of the board of BIO from 2013 to 2015. Previously, Ms. King was an Executive in Residence at New Enterprise Associates (NEA), an investment firm, from 2001 to 2003. From 1999 to 2001, Ms. King served as a senior vice president of Novartis Corporation, a pharmaceutical company. Before joining Novartis, Ms. King spent 10 years with Genetic Therapy, Inc., a biotechnology company, where she served in a number of roles as part of the executive team, which included the company’s initial public offering and later acquisition by Novartis. After the acquisition by Novartis, she served as the chief executive officer of Genetic Therapy, which was then a wholly-owned subsidiary of Novartis. Ms. King previously worked at Alza Corporation, a pharmaceutical and medical systems company that was later acquired by Johnson & Johnson, as well as at Bain and Company, a management consulting firm. Ms. King currently serves on the board of directors of Novavax, Inc., a publicly traded biotechnology company. Ms. King was appointed by Maryland’s governor as chair of the Maryland Life Sciences Advisory Board and served in that capacity from 2013 to 2015. She also currently serves on the board of the University of Maryland BioPark. She received a B.A. from Dartmouth College and an M.B.A. from Harvard Business School. The Board believes that Ms. King’s detailed knowledge of our company as one of our co-founders and her experience with biotechnology companies prior to founding our company, in addition to her leadership skills, allow her to make valuable contributions to the Board.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2025 ANNUAL MEETING
Scott Jackson, age 58
Mr. Jackson has served as a member of our Board since November 2018. Mr. Jackson served as the chief executive officer and as a member of the board of directors of Celator Pharmaceuticals, Inc. from 2008 until 2016, when the company was acquired by Jazz Pharmaceuticals plc. Mr. Jackson has more than 30 years of experience in the pharmaceutical and biotechnology industries and has held positions of increasing responsibility in sales, marketing and commercial development at Eli Lilly & Co., SmithKline Beecham, ImClone Systems Inc., Centocor Inc. (a division of Johnson & Johnson), Eximias Pharmaceutical and YM BioSciences. Mr. Jackson currently serves on the board of directors of MacroGenics, Inc. and Spero Therapeutics, Inc., both of which are publicly traded pharmaceutical companies. Mr. Jackson also serves on the board of directors of Philabundance, a non-profit
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organization addressing food insecurity in the Philadelphia region. He holds a B.S. in pharmacy from the Philadelphia College of Pharmacy and Science and an M.B.A. from the University of Notre Dame. We believe Mr. Jackson’s extensive experience in the pharmaceutical and biotechnology industries, including service as an executive officer and board member, as well as his management expertise and significant background in business and commercial development, sales and marketing and clinical development, make him highly qualified to serve as a member of our Board.
Scott Koenig, M.D., Ph.D., age 70
Dr. Koenig has served as a member of our Board since 2017. Dr. Koenig is the co-founder of and has been the president and chief executive officer and a director of MacroGenics, Inc., a publicly held pharmaceutical company, since 2001. Previously, Dr. Koenig served as a senior vice president at MedImmune, Inc., where he participated in the selection and maturation of their product pipeline. From 1984 to 1990, he worked in the Laboratory of Immunoregulation at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health, where he investigated the immune response to retroviruses and studied the pathogenesis of AIDS. Dr. Koenig served as chairman of the board of directors of Applied Genetic Technologies Corporation, or AGTC, a publicly held pharmaceutical company, until its acquisition in November 2022. He is also a member of the board of directors of the Biotechnology Innovation Organization (BIO) and the International Biomedical Research Alliance. Dr. Koenig received his A.B. and Ph.D. from Cornell University and his M.D. from the University of Texas Health Science Center in Houston. We believe that Dr. Koenig’s deep experience in the biopharmaceutical industry, specifically in the BioHealth Capital Region of Maryland, Virginia, and Washington, DC, his service on committees and boards of local institutions and organizations, and his strategic and operational expertise and leadership skills make him highly qualified to serve as a member of our Board.
Harout Semerjian, age 52
Mr. Semerjian has served as our President and Chief Executive Officer and as a member of our Board since August 2021. Prior to joining our company, he was an independent advisor to private equity firms focused on investments in healthcare companies. He previously served as president and chief executive officer of Immunomedics, Inc., a pharmaceutical company, during April and May of 2020. From March 2018 to April 2020, he served as an executive vice president and chief commercial officer at Ipsen Pharma, where he was accountable for that company’s worldwide commercialization and portfolio strategy across oncology, neurosciences and rare diseases. From February 2017 to February 2018, he served as president and head of Ipsen’s Specialty Care International Region & Global Franchises. Mr. Semerjian previously spent 16 years at Novartis Oncology, where he held various worldwide strategic and operational positions, culminating in his last role as a senior vice president and global head for Ribociclib, accountable for worldwide launch preparations. During his tenure at Novartis, Mr. Semerjian worked on numerous launches and commercial activities for various therapies, including Gleevec, Tasigna, Exjade/Jadenu, Promacta, Zometa, and Femara. Mr. Semerjian holds an M.B.A. from Cornell University, an M.B.A. from Queen’s University, Canada, and a B.S. in Biology from the Lebanese American University in Lebanon. The Board believes that Mr. Semerjian’s long-time experience as an executive officer in the pharmaceutical industry and his significant background in commercialization activities provide a valuable contribution to our Board, in addition to his role as our Chief Executive Officer.
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INFORMATION REGARDING THE BOARD OF DIRECTORS
AND CORPORATE GOVERNANCE
CORPORATE GOVERNANCE POLICIES AND PRACTICES
We are committed to ensuring strong corporate governance practices on behalf of our stockholders, including engaging in efforts when appropriate that are designed to gain insight into our stockholders’ perspectives regarding governance. Our Corporate Governance Guidelines, together with the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees, establish a framework of policies and practices for our effective governance and are each described in more detail below. The Board and its committees regularly review their governance policies and practices, as well as current developments in corporate governance, and update these documents as deemed appropriate for our company.
The following are highlights of our governance policies and practices:
| ● | Our Board separates the Chair and Chief Executive Officer roles; |
| ● | We have historically had high attendance rates at all of our Board and committee meetings; |
| ● | All Board committees are 100% independent under applicable Nasdaq Stock Market, or Nasdaq, listing rules; |
| ● | We have a policy in place that prohibits our directors, officers and employees from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts or any other inherently speculative transactions with respect to our common stock; |
| ● | We maintain Corporate Governance Guidelines, available to stockholders on our website at www.glycomimetics.com, which are regularly reviewed and updated as needed; and |
| ● | We have a robust annual performance evaluation to evaluate the performance of the Board as a whole and each committee of the Board, and the information from these evaluations is used to consider changes in Board and committee processes. |
BOARD LEADERSHIP STRUCTURE
Our Board has an independent chairperson, Mr. Pearson, who has authority, among other things, to call and preside over Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Chair has substantial ability to shape the work of the Board. We believe that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent chairperson creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in our best interests and those of our stockholders. As a result, we believe that having an independent chairperson can enhance the effectiveness of the Board as a whole. However, the needs of our company and the individuals available to assume these roles may require different outcomes at different times, and the Board believes that retaining flexibility in these decisions is in our best interests. Therefore, the Nominating and Corporate Governance Committee will periodically review our Board leadership structure and provide recommendations to the Board.
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BOARD SKILLS MATRIX
The Board skills matrix below depicts the key skills and capabilities that our Board has identified as particularly valuable to the oversight of our business and the execution of our strategy. We believe this skills matrix highlights the depth and breadth of the expertise of the Board.
| Andrews | Goldberg | Jackson | Junius | King | Koenig | Pearson | Semerjian |
Leadership Experience | ||||||||
Chief Executive Officer | ● | | ● | ● | ● | ● | ● | ● |
Chief Financial Officer | | | | ● | | | ● | |
Other Executive | ● | ● | ● | | ● | ● | | ● |
Chair/ Lead Director | | | | | | ● | ● | |
Other Board and Committee Service Experience | ||||||||
Other Public Boards | ● | ● | ● | ● | ● | ● | | |
Other Private Boards | ● | ● | ● | ● | ● | | ● | |
Audit | ● | ● | ● | | | ● | | |
Compensation | | ● | ● | | ● | ● | ● | |
Nominating/Governance | | ● | ● | ● | ● | ● | | |
Strategic Experience | ||||||||
Finance / Financial Literacy | ● | | ● | ● | ● | | ● | ● |
Business Development / Partnering | ● | ● | ● | ● | ● | ● | ● | ● |
M&A | ● | | ● | ● | ● | ● | ● | ● |
Capital Raising / Financing | | | ● | ● | ● | ● | ● | |
Sales and Marketing | ● | | ● | | | | | ● |
Pharmaceutical Manufacturing | | | | | | ● | ● | ● |
Pharmaceutical Industry | ● | ● | ● | ● | ● | ● | ● | ● |
Commercial Pharmaceutical | ● | | ● | | | | ● | ● |
Clinical Development | ● | ● | ● | | | ● | | ● |
Research & Discovery | ● | ● | | | ● | ● | | ● |
Regulatory | ● | ● | ● | | | | | ● |
Target Disease Space / Customers | ● | ● | ● | | | ● | | ● |
Government Affairs | | | | | ● | | ● | ● |
International Business | | | ● | | | ● | ● | ● |
Legal / Compliance | ● | | | | | | ● | ● |
Human Capital Management | ● | ● | ● | | ● | | ● | ● |
Public / Investor Relations | ● | ● | ● | ● | ● | ● | ● | ● |
Risk Management | | | | ● | | | ● | ● |
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INDEPENDENCE OF THE BOARD OF DIRECTORS
As required under Nasdaq listing rules, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by the Board. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that Ms. Andrews, Drs. Goldberg and Koenig, and Messrs. Jackson, Junius and Pearson, representing six of our eight current directors, are “independent directors” as defined under Nasdaq listing rules. In making this determination, the Board found that none of these directors had a material or other disqualifying relationship with us. Mr. Semerjian is not an independent director by virtue of his employment with us. Ms. King is not an independent director due to her employment with the Company within the prior three years.
BOARD DIVERSITY MATRIX
Board Diversity Matrix (as of April 21, 2023*) | ||||
Total Number of Directors: 8 | ||||
| Female | Male | Non-Binary | Did Not Disclose |
Part I: Gender Identity | ||||
Directors | 2 | 6 | - | - |
Part II: Demographic Background | ||||
White | 2 | 6** | - | - |
* Our Board Diversity Matrix as of April 11, 2022 can be found in our proxy statement for the 2022 annual meeting
of stockholders filed with the SEC on April 11, 2022.
** Includes one director who identifies as Middle Eastern.
ROLE OF THE BOARD IN RISK OVERSIGHT
One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for our company. The Board also oversees and monitors environmental and social risk management. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements related to matters involving our common stock and our operation as a public company, such as compliance with the rules and regulations of the SEC and the listing rules of Nasdaq. Audit Committee responsibilities also include oversight of cybersecurity risk management, and, to that end, the Audit Committee typically meets annually with both information technology and business personnel responsible for cybersecurity risk management. Our Nominating and Corporate Governance Committee monitors the effectiveness of our Corporate Governance Guidelines, including whether the guidelines are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. It is the responsibility of the chairperson of each of these committees to report
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findings regarding material risk exposures to the Board as quickly as possible. The Board has delegated to Mr. Pearson as the Chair the responsibility of coordinating between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues.
MEETINGS OF THE BOARD OF DIRECTORS
Our Board met five times during the last fiscal year. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served, held during the portion of the last fiscal year for which he or she was a director or committee member.
In connection with each board meeting during 2022, the Company’s independent directors met in executive session at which only independent directors were present.
INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS
The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for the fiscal year ended December 31, 2022 for each of these committees:
| | | | | | | Nominating and |
|
| | | | | | Corporate |
Name | | | Audit |
| Compensation |
| Governance |
Patricia Andrews | | | ● | | | | |
Mark Goldberg, M.D. |
| | | | ● | | ●* |
Scott Jackson | | | ● | | ● | | |
Daniel Junius | | | ●* | | | | ● |
Scott Koenig, M.D., Ph.D. | | | | | | | ● |
Timothy Pearson |
| | | | ●* | | |
Total meetings in fiscal 2022 | | | 4 | | 3 | | 2 |
* | Committee chairperson |
Below is a description of each of these committees.
Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.
The Audit Committee of the Board was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements. For this purpose, the Audit Committee performs several functions. The Audit Committee evaluates the performance, and assesses the qualifications, of the independent auditors; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on the Company’s audit engagement team as required by law; reviews and approves or rejects transactions between the Company and any related persons; confers with management and the independent auditors regarding the effectiveness of internal controls over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and meets to review the Company’s annual audited financial statements and quarterly financial statements with management and the independent auditor, including a review of
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the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The Audit Committee is currently composed of three directors, Messrs. Junius and Jackson and Ms. Andrews. The Audit Committee met four times during the fiscal year ended December 31, 2022. The Board has adopted a written Audit Committee charter that is available to stockholders on our website at www.glycomimetics.com.
The Board reviews the Nasdaq listing rules definition of independence for Audit Committee members on an annual basis and has determined that all current and proposed members of our Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing rules).
The Board has also determined that Ms. Andrews, Mr. Junius and Mr. Jackson each qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of each committee member’s level of knowledge and experience based on a number of factors, including their formal education and expertise with financial and accounting matters.
Report of the Audit Committee of the Board of Directors(1)
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
| Mr. Daniel Junius, Chair Ms. Patricia Andrews |
| Mr. Scott Jackson |
(1) The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The Compensation Committee of the Board is currently composed of three members, Dr. Goldberg and Messrs. Pearson and Jackson. All members of our Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing rules). The Compensation Committee met three times during the fiscal year ended December 31, 2022. The Board has adopted a written Compensation Committee charter that is available to stockholders on our website at www.glycomimetics.com.
The Compensation Committee acts on behalf of the Board to review, adopt and oversee our compensation strategy, policies, plans and programs, including:
| ● | review and approval of the compensation for our independent directors; and |
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| ● | administration of our equity compensation plans, employee stock purchase plan and executive severance plans and other similar plans and programs. |
Compensation Committee Processes and Procedures
Typically, the Compensation Committee meets at least twice per year and with greater frequency if necessary. The agenda for each meeting is usually developed by the chairperson of the Compensation Committee, in consultation with our Chief Executive Officer. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. The Chief Executive Officer may provide his recommendations with respect to the achievement of the corporate performance objectives established by the Board, but the Compensation Committee makes the final determination with respect to their level of achievement.
The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve such consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.
During the past fiscal year, after taking into consideration the six factors prescribed by the SEC and Nasdaq, the Compensation Committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, a national executive compensation consulting firm, as a compensation consultant. The Compensation Committee has assessed Aon’s independence and determined that Aon had no conflicts of interest in connection with its provision of services to the Compensation Committee. Specifically, the Compensation Committee engaged Aon to suggest a peer company group composed of public companies comparable to us and to conduct an executive compensation assessment analyzing the current cash and equity compensation of our executive officers, directors and other senior management against compensation for similarly situated executives at our peer group companies. Our management provided general information and input to assist the Compensation Committee and Aon during this assessment, but otherwise did not have the ability to direct Aon’s work.
Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first quarter of the year. During 2021, the Compensation Committee recommended to the Board, and the Board approved the recommendation, that from 2022 onward new corporate performance objectives would be established by the full Board, with the Compensation Committee thereafter making a final determination with respect to their level of achievement. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the effectiveness of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee’s process includes the determination of compensation levels against established performance objectives. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, the results of the
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self-evaluation process undertaken by our independent directors and overseen by the Nominating and Corporate Governance Committee, as well as materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies in our named peer group.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board), reviewing and evaluating incumbent directors, recommending to the Board candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of management and the Board, and developing a set of corporate governance principles for the Company.
As part of the annual performance evaluation of the Board and each committee, the Nominating and Corporate Governance Committee oversees a series of in-person interviews and discussions with each director. The discussions cover topics such as the selection and evaluation of Board candidates, the structure and performance of the Board’s committees, Board and committee practices and communication, and CEO performance. The results are confidentially compiled by our outside counsel, which provides and discusses the evaluation results with the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee carefully considers the results and discusses the potential need for any corporate governance or other Board-related changes. The results are thereafter shared with the full Board, along with the Nominating and Corporate Governance Committee’s key observations or recommendations. The Board then utilizes these results in making decisions to improve the effectiveness, communication and structure of the Board and its committees.
The Nominating and Corporate Governance Committee is composed of three directors: Drs. Goldberg and Koenig and Mr. Junius. All members of the Nominating and Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing rules). The Nominating and Corporate Governance Committee met two times during the fiscal year ended December 31, 2022. The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at www.glycomimetics.com.
The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, having a diversity of thought, personal background, perspective and experience, and having the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.
Candidates for director nominees are assessed in the context of the current composition of the Board, our operating requirements and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, including gender, racial and ethnic diversity, to ensure that the Board is able to consider a wide range of perspectives, as well as experience, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. The Board continues to consider the addition of one or more new directors who may be able to enhance the range of perspectives, experience and skills of the Board. To this end, the Nominating and Corporate Governance Committee has been reviewing and interviewing a number of potential candidates, specifically including diverse candidates. The Nominating and Corporate Governance Committee believes that the judgment and perspectives offered by a diverse board of directors improves the quality of decisions made by a board and enhances a company’s business performance. The Nominating and Corporate Governance
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Committee also believes that such diversity would help the Board more effectively address the needs of patients, clinicians, stockholders, employees and customers.
The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board. In the case of incumbent directors, including incumbent directors who will be nominees because their terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their tenure as a director, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair those directors’ independence.
The Nominating and Corporate Governance Committee also takes into account the results of the Board’s self-assessment, conducted annually on a group basis. The self-assessment includes an evaluation of the Board’s and each committee’s contributions as a whole and effectiveness in serving the best interest of the company and our stockholders, specific areas in which the Board believes that the performance of the Board and its committees could be improved, and overall Board composition and makeup.
In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing rules, applicable SEC rules and regulations, and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee not only uses its network of contacts to identify potential candidates but has also previously engaged a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 9708 Medical Center Drive, Rockville, Maryland 20850, at least 90 days but not more than 120 days prior to the anniversary date of the mailing of the Company’s proxy statement for the last annual meeting. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of the Company’s stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
Board Oversight of Human Capital Resources and Diversity
As part of its general oversight responsibilities, the Board oversees management’s efforts with respect to our human capital resources and diversity efforts. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees. The principal purposes of our equity incentive plans, the administration of which has been delegated to the Compensation Committee, are to attract, retain and reward high performing employees through the granting of equity-based compensation awards in order to increase shareholder value and the success of our company by motivating employees to perform to the best of their abilities and achieve our company objectives.
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STOCKHOLDER ENGAGEMENT AND COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Our relationships with our stockholders are a high priority, and we recognize that stockholders can have divergent interests and different views on our practices, objectives and time horizons. To ensure that the Board and management have an opportunity to listen to and understand the varying perspectives of our stockholders, members of our management team have consistently engaged with certain of our stockholders. During 2022, members of our management team periodically reached out to stockholders representing over 50% of our outstanding shares to seek feedback, including with respect to the Company’s corporate governance policies and business strategy.
Process for Stockholder Communications with the Board
The Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to our Corporate Secretary at 9708 Medical Center Drive, Rockville, Maryland 20850. Each communication must set forth:
| ● | the name and address of the stockholder on whose behalf the communication is sent; and |
| ● | the number and class of shares of the Company that are owned beneficially by such stockholder as of the date of the communication. |
The Secretary will review each communication. The Secretary will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Secretary shall discard the communication.
We have adopted the GlycoMimetics, Inc. Code of Business Conduct and Ethics that applies to all officers, directors and employees. The Code of Business Conduct and Ethics is available on our website at www.glycomimetics.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.
CORPORATE GOVERNANCE GUIDELINES
The Board has adopted Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines, available to stockholders on our website at www.glycomimetics.com, set forth the practices the Board intends to follow with respect to board composition and selection (including diversity), board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. The Nominating and Corporate Governance Committee regularly reviews the Corporate Governance Guidelines, seeks advice and recommendations from outside advisors, and considers corporate governance trends and best practices in the company’s industry.
Prohibition on Hedging and Pledging of Company Securities and Insider Trading Policy
The Board has approved a corporate insider trading policy to prohibit executive officers, directors and employees from purchasing our securities on margin and borrowing against our securities, holding our securities in a margin account, borrowing against any account in which our securities are held, or otherwise pledging our securities as collateral for a loan. The insider trading policy also prohibits executive officers, directors and employees from
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engaging in transactions in puts, calls, or other derivative securities on an exchange or in any other organized market and from engaging in any hedging transaction.
Incentive Compensation Recoupment Policy
In June 2020, our Compensation Committee adopted a policy for recoupment of certain incentive compensation paid to our chief executive officer and chief financial officer. In the event we are required to restate our financial results due to material noncompliance with any financial reporting requirement and the misconduct of an executive officer covered by the policy contributed to such noncompliance, we may seek to recover the amount of any incentive compensation, including any cash or equity compensation granted, earned or vested based in whole or in part on the attainment of a financial reporting measure (such as under our bonus plan and any other program or plan approved after the adoption of the policy), that was paid to such covered executive officer during the three-year period preceding the date of the restatement and attributable to the erroneously reported results. In addition, if any covered executive officer sells stock acquired pursuant to an equity award granted after the policy's adoption and the sale occurs between the time our financial results are reported and the time those results are required to be restated, we may recover the excess of the actual sale proceeds over the proceeds the Board determines the executive officer would have received from the sale if the restatement had occurred prior to the sale. The misconduct covered by the policy includes any knowing violation of SEC rules and regulations or willful commission of an act of fraud, dishonesty, recklessness or gross negligence in the performance of the executive officer's duties.
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RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited the Company’s financial statements beginning with the year ended December 31, 2011. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither the Company’s amended and restated bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of Ernst & Young LLP.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2022 and 2021 by Ernst & Young LLP, the Company’s principal accountant.
| | FISCAL YEAR ENDED DECEMBER 31, | | ||||
|
| 2022 |
| 2021 |
| ||
| | (in thousands) | | ||||
Audit fees | | $ | 615 | | $ | 597 | |
All other fees | | | — | | | 2 | |
Total | | $ | 615 | | $ | 599 | |
Audit fees for both years include the aggregate fees billed or incurred for professional services rendered in connection with the annual audit of our financial statements, reviews of our quarterly financial statements included in our quarterly reports on Form 10-Q, accounting and financial reporting consultations and services in connection with registration statements and comfort letters. The other fees for the years ended December 31, 2021 related to an annual subscription for an online platform for accessing and researching accounting and financial reporting content.
All of the services of Ernst & Young LLP for the years ended December 31, 2022 and 2021 described above were pre-approved by the Audit Committee.
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AUDIT COMMITTEE PRE-APPROVAL POLICY
The Audit Committee has adopted a policy which includes procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, Ernst & Young LLP. The policy generally provides for the pre-approval of specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be given by the chairperson of the Audit Committee, but such pre-approval decision must be reported to the full Audit Committee at its next scheduled meeting for ratification by the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
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PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
At the 2020 annual meeting of stockholders, the stockholders indicated their preference that we solicit a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay vote,” every year. In accordance with that policy, this year, we are again asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules.
This say-on-pay vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the policies and practices described in this proxy statement. The compensation of the Company’s named executive officers subject to the say-on-pay vote is disclosed in the compensation tables and the related narrative disclosures that accompany the compensation tables contained in the “Executive Compensation” section of this proxy statement. As described in those disclosures, the Company generally seeks to target its executive compensation to be at or near the median of the compensation paid to similarly-situated executive officers of companies in our peer group for the applicable year. Compensation of the Company’s named executive officers is designed to enable the Company to attract, retain and motivate talented and experienced executives to lead the Company successfully in a competitive environment; to provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value; and to align the named executive officers’ interests with those of stockholders through long-term incentives linked to company performance.
Accordingly, the Board is asking stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and any related material disclosed in the proxy statement for this meeting, is hereby APPROVED.”
Because the say-on-pay vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by stockholders, whether through this say-on-pay vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this say-on-pay vote in making determinations in the future regarding executive compensation arrangements.
Advisory approval of this proposal requires the vote of the holders of a majority of the shares present virtually or represented by proxy and entitled to vote on the matter at the Annual Meeting. Unless the Board decides to modify the frequency of soliciting say-on-pay votes, the next scheduled say-on-pay vote will be at the 2024 annual meeting of stockholders.
The Board Of Directors Recommends
A Vote In Favor Of Proposal 3.
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MANAGEMENT
The following table sets forth information concerning our executive officers.
Name |
| Position |
Harout Semerjian | | President and Chief Executive Officer |
Brian Hahn | | Chief Financial Officer and Senior Vice President |
Bruce Johnson | | Chief Commercial Officer and Senior Vice President |
Chinmaya Rath | | Chief Business Officer and Senior Vice President |
Edwin Rock, M.D. | | Chief Medical Officer and Senior Vice President |
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth certain information with respect to our executive officers who are not directors.
Brian Hahn, age 48
Mr. Hahn has served as our Chief Financial Officer and Senior Vice President since January 2019, our Chief Financial Officer from 2012 until January 2019, and our Director of Finance and Administration from 2010 to 2012. From 2009 to 2010 he served in the position of Assistant Controller for OpGen, Inc., a biotechnology company, and from 2002 to 2009, Mr. Hahn served in the position of Executive Director of Finance at MiddleBrook Pharmaceuticals, Inc. (formerly Advancis Pharmaceutical), a specialty pharmaceutical company. From 1998 to 2001, he was a senior accountant with Bering Truck Corporation. Mr. Hahn currently serves as Co-Chair of the Biotechnology Industry Organization (BIO)’s Finance and Tax Committee. In 2015, Mr. Hahn testified on behalf of BIO before the House Subcommittee on Capital Markets and Government Sponsored Enterprises in support of the Fostering Innovation Act. Mr. Hahn received a B.B.A. from Shenandoah University and an M.B.A. from the University of Maryland.
Bruce Johnson, age 55
Mr. Johnson has served as our Chief Commercial Officer and Senior Vice President since February 2022. From October 2021 to February 2022, he was self-employed as an independent healthcare consultant. From August 2019 to October 2021, Mr. Johnson was Executive Vice President and Chief Commercial Officer of Cancer Expert Now, Inc., provider of an online technology platform designed for patients to connect with cancer experts. Prior to serving as Vice President, Global Commercial Development, Oncology for Abbvie from January 2019 to July 2019, Mr. Johnson had a 25-year career with Novartis, serving in marketing and commercial roles of increasing responsibility, most recently as Vice President and Global Franchise Head, Malignant Hematology. Mr. Johnson received a B.A. in Microbiology from Miami University and completed graduate coursework in Biochemistry and Molecular Biology at Columbia University and graduate coursework in marketing and finance from Rutgers Business School.
Chinmaya Rath, age 47
Mr. Rath has served as our Chief Business Officer and Senior Vice President since February 2023, having served as a strategic advisor to our company from September 2022 until his appointment as Chief Business Officer. Since November 2022, Mr. Rath has been an Entrepreneur-in-Residence with Catena Biosciences, where he serves as a member of the Board of Directors representing Social Impact Capital, a venture capital firm. Since March 2021, he has also served as a Board member of mAbTree Biologics, a privately owned therapeutics antibody company. From October 2021 to August 2022, Mr. Rath was the founder and chief executive officer of CelluRx, a potential cell therapy spin-off of Saliogen Therapeutics. From June 2019 to September 2021, he was a Vice President at Omega Therapeutics, and from December 2018 to May 2019 he was a marketing director at AstraZeneca. He previously spent nearly a decade in roles of increasing responsibility with Novartis. Earlier in his career, Mr. Rath was a consultant for IMS Health. He received M.B.A. degrees from the University of Warwick Business School, UK, and the Army Institute of Management Studies, India. He completed his undergraduate studies in Life Sciences with honors from Ravenshaw University, India.
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Edwin Rock, M.D., age 62
Dr. Rock has served as our Chief Medical Officer and Senior Vice President since September 2022. Prior to joining our company, Dr. Rock was the Chief Medical Officer at Partner Therapeutics from September 2020 to September 2022. Previously, he served as the Vice President of Clinical Development at MacroGenics, Inc. from 2017 to September 2020, where he led that company’s program culminating in FDA approval of its product Margenza. From 2016 to 2017, he served as Executive Director, Clinical Research at Astex, a subsidiary of Otsuka Pharmaceutical Co., Ltd., having previously served from 2009 to 2016 as Otsuka’s Senior Director, Global Clinical Development. Earlier in his career he worked in clinical development for GSK and as a Medical Officer in the FDA’s Office of Oncology Drug Products. Dr. Rock holds a B.A. in Biology and Economics from Swarthmore College. He earned Ph.D. and M.D. degrees from the Stanford University School of Medicine before completing his Internal Medicine residency at Brigham and Women’s Hospital and his Medical Oncology fellowship at the University of Pennsylvania.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of our common stock as of March 24, 2023 by: (i) each director; (ii) each of our named executive officers; (iii) all currently serving executive officers and directors as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock. Except as otherwise noted below, the address for persons listed in the table is c/o GlycoMimetics, Inc., 9708 Medical Center Drive, Rockville, Maryland 20850.
This table is based upon information supplied by our named executive officers, directors and principal stockholders. Unless otherwise indicated in the footnotes to the table and subject to common property laws where applicable, we believe that each stockholder named in the table has sole voting and investment power with regard to the shares indicated as being beneficially owned. Applicable percentages are based on 64,245,224 shares of common stock outstanding on March 24, 2023, adjusted as required by the rules promulgated by the SEC.
|
| Number of |
| Percent of |
|
| | Shares | | Shares |
|
| | Beneficially | | Beneficially |
|
Beneficial Owner | | Owned | | Owned |
|
5% Stockholders: | | | | | |
Entities affiliated with Biotechnology Value Fund, L.P. (1) |
| 9,544,262 |
| 14.9 | % |
Entities affiliated with Invus Public Entities, L.P. (2) | | 8,589,064 | | 13.4 | |
Entities affiliated with New Enterprise Associates, Inc. (3) | | 4,967,530 | | 7.7 | |
| | | | | |
Named Executive Officers and Directors: | | | | | |
Harout Semerjian (4) | | 646,717 | | 1.0 | |
Brian Hahn (5) |
| 618,307 |
| * | |
Armand Girard (6) | | 397,018 | | * | |
Patricia Andrews (7) |
| 151,750 |
| * | |
Mark Goldberg, M.D. (8) |
| 149,648 |
| * | |
Scott Jackson (9) | | 100,750 | | * | |
Daniel Junius (10) |
| 191,750 |
| * | |
Rachel King (11) |
| 2,295,237 |
| 3.5 | |
Scott Koenig, M.D., Ph.D. (12) | | 122,750 | | * | |
Timothy Pearson (13) |
| 157,551 |
| * | |
All current directors and executive officers as a group (12 persons) (14) |
| 5,490,636 |
| 8.0 | |
* | Represents beneficial ownership of less than one percent of the outstanding shares of common stock. |
| 1) | As reported on a Schedule 13G/A filed by Biotechnology Value Fund, L.P., Mark Lampert and affiliated entities (collectively, “BVF”) with the SEC on February 11, 2021, which states that BVF had shared voting and dispositive power with respect to these shares. The principal business address of BVF is 44 Montgomery Street, 40th Floor, San Francisco, CA 94104. |
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| 2) | As reported on a Form 4 filed by Invus Public Equities, L.P. with the SEC on February 28, 2023. Invus Public Equities, L.P. Invus Public Equities Advisors, LLC, as the general partner of Invus Public Equities, L.P., may be deemed to beneficially own the Shares held by Invus Public Equities, L.P. The Geneva branch of Artal International S.C.A. is the managing member of Invus Public Equities Advisors, LLC, and Artal International Management S.A. is the managing partner of Artal International S.C.A. Artal Group, S.A. is the sole stockholder of Artal International Management, S.A. and is the parent company of Artal Group, S.A. Stichting Administratiekantoor Westend (“Stichting”) is the majority stockholder of Westend S.A. and Mr. Amaury Wittouck is the sole member of the board of the Stichting. The principal business address of Invus Public Equities, L.P. is 750 Lexington Avenue, 30th Floor, New York, NY 10022. |
| 3) | As reported on a Schedule 13D/A filed on February 10, 2023 by New Enterprise Associates 10, L.P. (“NEA 10”), New Enterprise Associates 13, L.P. (“NEA 13”) and their affiliated entities and persons. Consists of 2,730,334 shares of common stock held by NEA 10 and 2,237,196 shares of common stock held by NEA 13. The shares directly held by NEA 10 are indirectly held by NEA Partners 10, L.P. (“NEA Partners 10”), its sole general partner, and the individual general partner of NEA Partners 10, Scott D. Sandell (the “NEA 10 General Partner”). NEA Partners 10 and the NEA 10 General Partner may be deemed to have shared voting and dispositive power over, and be deemed indirect beneficial owners of, the shares directly held by NEA 10. The shares directly held by NEA 13 are indirectly held by NEA Partners 13, L.P. (“NEA Partners 13”), its sole general partner, NEA 13 GP, LTD (“NEA 13 LTD”), the sole general partner of NEA Partners 13, and each of the individual directors of NEA 13 LTD. The individual Directors of NEA 13 LTD are Forest Baskett, Patrick J. Kerins, and Scott D. Sandell (the “NEA 13 Directors”). NEA Partners 13, NEA 13 LTD and the NEA 13 Directors may be deemed to have shared voting and dispositive power over, and be deemed indirect beneficial owners of, the shares directly held by NEA 13. The principal business address of New Enterprise Associates, Inc. is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. |
| 4) | Consists of (a) 25,000 shares of common stock held directly and (b) 621,717 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023. |
| 6) | Consists of (a) 29,161 shares of common stock held directly, (b) 361,607 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023 and (c) 6,250 shares of common stock underlying restricted stock units vested but not settled as of March 24, 2023. |
| 7) | Consists of (a) 45,250 shares of common stock held directly and (b) 106,500 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023. |
| 8) | Consists of (a) 11,497 shares of common stock held by family trusts for which Dr. Goldberg serves as trustee, (b) 5,250 shares of common stock held directly and (c) 132,901 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023. |
| 9) | Consists of (a) 5,250 shares of common stock held directly and (b) 95,500 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023. |
| 10) | Consists of (a) 63,250 shares of common stock held directly and (b) 128,500 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023. |
| 11) | Consists of (a) 452,830 shares of common stock held directly, (b) 1,696,765 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023, (c) 45,741 shares of common stock held by Ms. King’s spouse, (d) 92,401 shares of common stock held by family trusts for which Ms. King serves as trustee and (e) 7,500 shares held by a limited liability company for which Ms. King serves as co-manager. |
| 12) | Consists of (a) 15,750 shares of common stock held directly and (b) 107,000 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023. |
| 13) | Consists of (a) 24,650 share of common stock held directly and (b) 132,901 shares of common stock underlying options that are vested and exercisable within 60 days of March 24, 2023. |
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Our named executive officers for the year ended December 31, 2022 were as follows:
| ● | Harout Semerjian, our President and Chief Executive Officer; |
| ● | Brian Hahn, our Chief Financial Officer and Senior Vice President; and |
| ● | Armand Girard, our former Chief Business Officer and Senior Vice President, who served in that role until January 2023. |
SUMMARY COMPENSATION TABLE
The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2022 and 2021.
|
| |
| |
| |
| |
| |
| NON-EQUITY |
| |
| |
|
| | | | | | | | | | | | INCENTIVE | | | | |
|
| | | | | | | | STOCK | | OPTION | | PLAN | | ALL OTHER | | |
|
| | | | SALARY | | BONUS | | AWARDS | | AWARDS | | COMPENSATION | | COMPENSATION | | TOTAL |
|
NAME AND PRINCIPAL POSITION | | YEAR | | ($) | | ($)(1) | | ($)(2) | | ($)(2) | | ($)(3) | | ($)(4) | | ($) |
|
Harout Semerjian (5) |
| 2022 |
| 614,090 |
| 100,000 | | — | | 338,800 |
| 372,574 |
| 9,458 | | 1,434,922 | |
-President and Chief Executive Officer |
| 2021 |
| 243,721 | | 100,000 | | — | | 2,394,160 | | 129,537 |
| 8,700 | | 2,876,118 | |
Brian Hahn |
| 2022 |
| 443,450 | | 103,120 | | — | | 169,920 |
| 193,001 |
| 8,700 | | 918,191 | |
-Chief Financial Officer and Senior Vice President |
| 2021 |
| 428,622 |
| 202,500 | | 131,445 | | 186,732 |
| 164,562 |
| 8,700 | | 1,122,561 | |
Armand Girard (6) |
| 2022 |
| 412,833 |
| 96,000 | | — | | 153,920 |
| — |
| 91,500 | | 754,253 | |
-Former Chief Business Officer and Senior Vice President |
| | | | | | | | | | | |
| | | | |
| (1) | For officers other than Mr. Semerjian, amounts in this column for 2022 represent a retention bonus initially awarded in January 2022 of which 40% was paid in August 2022 and the remaining 60% will be paid in August 2023 subject to continued employment. For Mr. Hahn, the amount in this column for 2021 represents one-half of a retention bonus initially awarded in 2019, with installments paid in 2020 and 2021. For Mr. Semerjian only, the amounts in this column represent a signing bonus paid one-half in 2021 and one-half in 2022. |
| (2) | The amounts reflect the full grant date fair value for restricted stock unit (RSU) awards and stock option awards granted during the indicated year. The grant date fair value was computed in accordance with ASC Topic 718, Compensation—Stock Compensation. This calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the executive will perform the requisite service for the award to vest in full. The assumptions we used in valuing RSUs and stock options are described in Note 8 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon vesting or exercise of the stock options, the vesting and settlement of the RSUs, or the sale of the common stock underlying the stock options and RSUs. |
| (3) | The amounts reflect the portion of each officer’s target bonus paid based on the achievement of pre-specified corporate and/or individual performance goals, which for 2022 are discussed further below under “—Executive Compensation Process and Narrative to Summary Compensation Table—Annual Bonus.” |
| (4) | Amounts in this column reflect matching contributions under the Company’s 401(k) plan. For Mr. Semerjian only, the amount reported for 2022 also includes $758 for tax return preparation fees. For Mr. Girard only, the amount reported also includes $82,800 of severance benefits paid in connection with his separation in January 2023, which amount represented one-half of his target bonus opportunity for 2022 and therefore was deemed to have been earned for service during 2022. See “Employment Agreements and Potential Payments upon Termination of Employment or upon Change in Control—Separation Agreement with Armand Girard.” |
| (5) | Mr. Semerjian was appointed President and Chief Executive Officer effective August 6, 2021. |
| (6) | Mr. Girard was not a named executive officer for 2021, and as a result his compensation for that year has been omitted pursuant to applicable SEC rules and regulations. Mr. Girard’s employment with the Company terminated effective January 31, 2023. |
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Executive Compensation Process and Narrative to Summary Compensation Table
The overall objectives of our executive compensation program are based on the following key principles:
| ● | attracting, retaining and motivating superior executive talent; |
| ● | providing incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and |
| ● | aligning the executives’ interests with those of stockholders through long-term incentives linked to company performance. |
We review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our company. We do not target a specific mix of compensation among base salary, bonus or long-term incentives.
The Compensation Committee of our Board determines our officers’ compensation. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all officers other than the Chief Executive Officer. Based on those discussions and its discretion, the Compensation Committee then recommends the compensation for each executive officer. Our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers.
The Compensation Committee retained Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon, to evaluate our executive compensation program for 2022. Aon’s engagement included assisting the Compensation Committee with the selection of a peer group of companies for benchmarking purposes, an analysis of our existing executive compensation, including our equity incentive plan and option granting practices, and an analysis of our director compensation policy. Aon presented the Compensation Committee with data about the compensation paid by our peer group of companies, described below, and other employers, who we believe compete with us for executives, updated the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and advised the Compensation Committee regarding its responsibilities. The compensation consultant serves at the pleasure of the Compensation Committee rather than us, and the compensation consultant’s fees are approved by the Compensation Committee.
Peer Group and Comparative Benchmarking
In consultation with Aon, we evaluate our executive compensation program, including base salary, total cash compensation and equity awards, against compensation paid or awarded by a peer group of biopharmaceutical companies recommended by Aon and approved by our Compensation Committee.
In identifying a peer group for us for purposes of evaluating and benchmarking our executive compensation program, Aon considered such factors as stage of product development and commercialization, product pipeline, location, market capitalization, revenue, employee headcount and therapeutic focus.
29
The peer group analysis for purposes of establishing 2022 and 2023 compensation resulted in the selection of the following companies:
2022 Compensation Peer Group |
| 2023 Compensation Peer Group |
Abeona Therapeutics, Inc. | Abeona Therapeutics, Inc. | |
Actinium Pharmaceuticals, Inc. | Actinium Pharmaceuticals, Inc. | |
Aeglea BioTherapeutics, Inc. | Aeglea BioTherapeutics, Inc. | |
Alaunos Therapeutics (formerly ZIOPHARM Oncology) | Alaunos Therapeutics | |
Allena Pharmaceuticals, Inc. | Ardelyx, Inc. | |
Ardelyx, Inc. | Candel Therapeutics | |
CASI Pharmaceuticals, Inc. | CASI Pharmaceuticals, Inc. | |
Catalyst Biosciences, Inc. | Catalyst Biosciences, Inc. | |
Cidara Therapeutics, Inc. | Cidara Therapeutics, Inc. | |
Concert Pharmaceuticals, Inc. | Concert Pharmaceuticals, Inc. | |
Corvus Pharmaceuticals, Inc. | Corvus Pharmaceuticals, Inc. | |
CymaBay Therapeutics, Inc. | CymaBay Therapeutics, Inc. | |
Geron Corporation | Galera Therapeutics | |
Idera Pharmaceuticals, Inc. | Idera Pharmaceuticals, Inc. | |
MEI Pharma, Inc. | MEI Pharma, Inc. | |
Sesen Bio, Inc. | Rain Therapeutics | |
Sierra Oncology, Inc. | Sesen Bio, Inc. | |
Syros Pharmaceuticals, Inc. | Syros Pharmaceuticals, Inc. | |
X4 Pharmaceuticals, Inc. | TRACON Pharmaceuticals | |
| | X4 Pharmaceuticals, Inc. |
In addition to reviewing the SEC filings for these peer companies, our Compensation Committee also considers broader surveys of compensation practices for companies in our industry, such as Aon’s 2022 Trends Report. In general, our Compensation Committee seeks to target our named executive officers’ base salaries, total cash compensation and equity compensation to be at or near the median of similarly situated executive officers of companies in our peer group.
Annual Base Salary
The following table presents the base salaries for each of our named executive officers.
|
| 2023 BASE |
| 2022 BASE |
| 2021 BASE |
| | SALARY | | SALARY |
| SALARY |
NAME | | ($) | | ($) |
| ($) |
Harout Semerjian (1) | | 640,458 | | 615,825 | | 595,000 |
Brian Hahn |
| 462,491 |
| 444,703 | | 429,665 |
Armand Girard (2) |
| N/A |
| 414,000 | | N/A |
| | | | | | |
1 Mr. Semerjian was appointed President and Chief Executive Officer effective August 6, 2021. | ||||||
2 Mr. Girard was not a named executive officer for 2021 and his employment terminated on January 31, 2023. | ||||||
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Annual Bonus
We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations for each fiscal year. Each named executive officer has a target bonus opportunity, defined as a percentage of his annual salary. The following table presents the target bonus of each of our named executive officers for 2022:
|
| |
| | TARGET BONUS |
NAME | | (% OF SALARY) |
Harout Semerjian |
| 55 |
Brian Hahn |
| 40 |
Armand Girard | | 40 |
To reinforce the importance of integrated and collaborative leadership, bonuses for executives other than the Chief Executive Officer have been based primarily on company performance, but also contain an individual performance component. Our Chief Executive Officer’s bonus has historically been based exclusively on company performance. In no event may a bonus awarded to an executive exceed 150% of such executive’s target bonus.
For 2022, the corporate objectives approved by our Compensation Committee and subsequently confirmed by the Board were:
| o | progress data collection; |
| o | develop a comprehensive plan for all activities to enable NDA submission within specified period following topline data; |
| o | advance medical communications and market preparation activities; |
| o | complete manufacture and release of validation API campaigns; and |
| o | develop strategies for marketing application and commercialization in Europe and other territories |
| o | identification and filling of key roles; |
| o | fostering of a high-performance culture and team; |
| o | attracting, retaining and developing a diverse and talented workforce; and |
| o | rewarding and recognizing corporate successes. |
The Committee considered the achievement of specific performance levels against these 2022 objectives in the context of management’s mid-year introduction and subsequent execution of an interim analysis of the Company’s ongoing, pivotal Phase 3 clinical trial of uproleselan in relapsed/refractory AML, including the acceleration and prioritization of other initiatives related to the 2022 objectives and the newly-added interim analysis, as well as the generation of financing opportunities.
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With respect to the uproleselan objective, the Committee determined that we had fully achieved the 2022 objectives as originally stated, but further noted the introduction of the interim analysis and financing, and in its discretion awarded 60% credit, which exceeded the 50% weighting for the objective.
The Committee determined that we had fully achieved each of our GMI-1687 and organization evolution objectives described above, which collectively represented 20% of the corporate goal weighting.
For the GMI-2093 objective, the Committee determined that we had met the characterization and production sub-objectives but had not successfully executed on preclinical studies and awarded 2.5% credit, which was slightly less than the 5% weighting for the objective.
With respect to the financing objective, the Committee noted that as a result of the Company’s newly-planned interim analysis along with the subsequent improved ability to utilize the Company’s at-the-market sales agreement, and determined that we had exceeded the objective, awarding a total of 27.5% credit, or 2.5% above the originally-available 25%.
Therefore, based on our corporate accomplishments during 2022, our Compensation Committee concluded that we had achieved an aggregate of 110% of the weighting of the corporate objectives and approved the payment of that same percentage of the portion of each named executive officer’s target bonus attributable to corporate objectives. Mr. Semerjian’s target bonus was based solely upon the achievement of corporate objectives for 2022, and accordingly, his bonus for 2022 was equal to 110% of his target bonus. For Mr. Hahn, the 2022 corporate objectives represented 85% of his respective target bonus amount, and accordingly, he was awarded 110% credit toward his target bonus based on the Company’s accomplishments described above. Based on the achievement of his individual performance objectives during the year, Mr. Hahn was awarded the remaining 15% credit toward his target bonus in full, resulting in a total bonus payment of approximately 108.5% of his target bonus for 2022. Mr. Girard did not receive a bonus payment for 2022. Bonus payouts for the named executive officers at the aforementioned levels are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above for 2022.
Retention Bonuses
In August 2019, we announced that a Phase 3 clinical trial of our product candidate rivipansel, conducted by our collaborator Pfizer, did not meet its primary or key secondary efficacy endpoints. Following this announcement, the price of our common stock declined over 60% in the succeeding month. In September 2019, the Board and the Compensation Committee, in consultation with its consultant Radford (now known as Aon), approved a company-wide retention program. For all employees other than executive officers, the Board approved the one-time award of RSUs that would vest over time. However, for our executive officers, including the named executive officers, the Compensation Committee determined that it would be in the best interest of the Company and its stockholders to avoid dilution from the issuance of additional equity awards and, as an alternative, the Committee approved one-time retention bonuses that would be payable over a two-year period.
The amount of the retention bonus for each executive officer was equal to one times his or her annual base salary in effect in September 2019. One-half of the bonus was paid to each executive officer in a lump sum in September 2020 and the remainder of the retention bonus was paid in a lump sum in September 2021, subject in each case to each executive’s continuing employment with the Company on a full-time basis in good performance standing through and including such applicable payment date. The retention payouts made in 2021 are reflected in the “Bonus” column of the Summary Compensation Table above for 2021.
In January 2022, the Compensation Committee, in consultation with its compensation consultant Aon, approved an additional cash retention program for selected employees, including the Company’s executive officers other than the Chief Executive Officer. Under the program, each participant will have the opportunity to receive an individual cash award up to 1.5 times the amount of such participant’s 2021 annual bonus target. Forty percent (40%) of the cash award was paid in a lump sum in August 2022 to participants who were employed at that time and the remaining sixty percent (60%) of such award will be payable in a lump sum in August 2023, subject to continued employment at that time. With respect to the named executive officers, Mr. Hahn will have the opportunity to earn an award of up to 60% of his 2021 base salary as part of this program, payable on the same dates and in the same proportions as
32
described above. Mr. Hahn and Mr. Girard received the initial 40% of their respective cash awards in August 2022. Mr. Girard’s employment with the Company terminated as of January 2023, and he will not receive the remainder of his cash award under this program. The potential cash retention awards described above are, for each named executive officer, in addition to such executive officer’s annual bonus opportunity, described under “Annual Bonus” above.
Long-Term Incentives
We have historically issued a mix of stock options and restricted stock units to our named executive officers. We award stock options on the date the Compensation Committee approves the grant. We set the option exercise price and grant date fair value based on the closing price of our common stock on the Nasdaq Global Market on the date of grant. We typically grant stock options at the start of employment and annually as part of the Compensation Committee review process.
In January 2022, in connection with its annual compensation review for 2022, our Compensation Committee reviewed the peer group and market data presented by Aon and granted options to purchase shares of our common stock with service-based and performance-based vesting. The service-based option awards vest as to one-fourth of the shares one year after the date of grant, with the balance of the shares vesting in 36 successive equal monthly installments thereafter, subject to the officer’s service with us as of each such date. The performance-based option vest one-half upon FDA approval of uproleselan as a treatment for relapsed/refractory acute myeloid leukemia and the remainder of which will vest upon the first commercial sale of uproleselan in the United States or abroad, subject in each case to officer’s continued service through the applicable vesting date. Each option had an exercise price of $1.11 per share, the closing price of our common stock on the grant date. The following equity grants were made on January 21, 2022:
|
| Number of Shares |
| Number of Shares |
| | Underlying |
| Underlying |
| | Option Grant (Service-Based) |
| Option Grant (Performance-Based) |
Harout Semerjian |
| 423,500 | | - |
Brian Hahn |
| 164,700 | | 47,700 |
Armand Girard |
| 144,700 | | 47,700 |
In January 2023, in connection with its annual compensation review for 2022, our Compensation Committee reviewed the peer group and market data presented by Aon and granted options to purchase shares of our common stock to our named executive officers. The shares of common stock subject to the option grants under the service-based awards vest as to one-fourth of the shares one year after the date of grant, with the balance of the shares vesting in 36 successive equal monthly installments thereafter, subject to the named executive officer’s service with us as of each such date. Each option had an exercise price of $2.55 per share, the closing price of our common stock on the grant date. The following equity grants were made on January 19, 2023:
|
| Number of Shares |
| | Underlying |
| | Option Grant (Service-Based) |
Harout Semerjian |
| 651,200 |
Brian Hahn |
| 246,300 |
Armand Girard | | - |
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Outstanding Equity Awards at End of 2022
The following table provides information about outstanding stock options held by each of our named executive officers at December 31, 2022.
| OPTION AWARDS | STOCK AWARDS | |||||||||||||
| | | | | | EQUITY INCENTIVE | | | | | | | | | |
| | | | | | PLAN AWARS: | | | | | | | | | |
|
| |
| |
| NUMBER OF | | |
| |
| NUMBER OF | | MARKET VALUE |
|
| | NUMBER OF | | NUMBER OF | | SECURITIES | | | | |
| SHARES |
| OF SHARES | |
| | SECURITIES | | SECURITIES | | UNDERLYING | | | | |
| OR UNITS | | OR UNITS OF | |
| | UNDERLYING | | UNDERLYING | | UNEXERCISED | | OPTION | | |
| OF STOCK | | STOCK THAT | |
| | UNEXERCISED | | UNEXERCISED | | UNEARNED | | EXERCISE | | OPTION | | THAT HAVE | | HAVE NOT | |
| | OPTIONS (#) | | OPTIONS (#) | | OPTIONS (#) | | PRICE | | EXPIRATION |
| NOT VESTED | | VESTED (2) | |
NAME | | EXERCISABLE | | UNEXERCISABLE | | UNEXERCISABLE | | ($) | | DATE (1) |
| (#) | | ($) | |
Harout Semerjian | | 366,134 | | 732,266 | (3) | | | 2.03 | | 08/02/2031 | | | | | |
| | — | | | | 549,200 | (4) | 2.03 | | 08/02/2031 | | | | | |
| | — | | 423,500 | (5) | | | 1.11 | | 01/20/2032 | | | | | |
Brian Hahn |
| 37,564 |
| — | | | | 8.00 |
| 01/09/2024 | | | | |
|
|
| 61,000 | | — | | | | 7.15 | | 01/07/2025 | | | | | |
| | 65,000 | | — | | | | 5.22 | | 01/06/2026 | | | | | |
| | 65,000 | | — | | | | 6.33 | | 01/03/2027 | | | | | |
| | 65,000 | | — | | | | 20.03 | | 01/09/2028 | | | | | |
| | 88,125 | | 1,875 | (6) | | | 10.59 | | 01/16/2029 | | | | | |
| | 87,500 | | 32,500 | (7) | | | 4.72 | | 01/21/2030 | | | | | |
| | 33,063 | | 35,937 | (8) | | | 3.81 | | 01/19/2031 | | | | | |
| | — | | 164,700 | (5) | | | 1.11 | | 01/20/2032 | | | | | |
| | — | | | | 47,700 | (4) | 1.11 | | 01/20/2032 | | | | | |
| | | | | | | | | | | | 25,875 | | 78,401 | (9) |
Armand Girard |
| 65,000 |
| — | | | | 14.14 |
| 04/20/2024 | | | | |
|
|
| 5,516 |
| — | | | | 7.15 |
| 01/07/2025 | | | | |
|
|
| 9,916 | | — | | | | 5.22 | | 01/06/2026 | | | | | |
| | 30,000 | | — | | | | 6.33 | | 01/03/2027 | | | | | |
| | 50,000 | | — | | | | 20.03 | | 01/09/2028 | | | | | |
| | 63,646 | | 1,354 | (6) | | | 10.59 | | 01/16/2029 | | | | | |
| | 72,917 | | 27,083 | (7) | | | 4.72 | | 01/21/2030 | | | | | |
| | 23,959 | | 26,041 | (8) | | | 3.81 | | 01/19/2031 | | | | | |
| | — | | 144,700 | (5) | | | 1.11 | | 01/20/2032 | | | | | |
| | — | | | | 47,700 | (4) | 1.11 | | 01/20/2032 | | | | | |
| | | | | | | | | | | | 18,750 | | 56,813 | (9) |
| (1) | In each case the option expiration date is ten years after the date of grant. |
| (2) | Market value of restricted stock units that have not vested was determined by multiplying the number of shares by $3.03, the closing price of our common stock on December 30, 2022. |
| (3) | These shares will vest monthly through August 1, 2025, in each case subject to the officer’s continued service through the applicable vesting date. |
| (4) | This option will vest upon achievement of specified development and commercialization milestones, as described above under “Executive Compensation Process and Narrative to Summary Compensation Table—Long-Term Incentives.” The option granted to Mr. Semerjian in 2021 has the same vesting milestones as the option grants made in 2022 as described above. |
| (5) | 25% of the total shares underlying this option vested on January 19, 2023. The remaining shares will vest monthly through January 19, 2026, subject to the officer’s continued service through each applicable vesting date. |
| (6) | These shares vested on January 17, 2023. |
| (7) | These shares will vest monthly through January 22, 2024, subject to the officer’s continued service through each applicable vesting date. |
| (8) | These shares will vest monthly through January 20, 2025, subject to the officer’s continued service through each applicable vesting date. |
| (9) | One-third of these shares vested on January 20, 2023, and the remainder will vest in equal installments on January 20, 2024 and January 20, 2025, subject to the officer’s continuous service as of each such vesting date. |
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Pension Benefits and Nonqualified Deferred Compensation
Our named executive officers did not participate in, or otherwise receive any benefits under, any pension plan or nonqualified deferred compensation plan sponsored by us during 2022.
Employment Agreements and Potential Payments upon Termination of Employment or upon Change in Control
Pursuant to their employment agreements with us, each named executive officer is eligible for severance benefits in specified circumstances. Under the terms of the agreements, upon execution and effectiveness of a severance agreement and release of claims, each such named executive officer will be entitled to severance payments if we terminate such executive’s employment without cause, or such executive terminates employment with us for good reason.
The following definitions have been adopted in the current employment agreements with our named executive officers:
| ● | “cause” means that we have determined in our sole discretion that any of the following occurred: (a) the executive officer’s breach of fiduciary duty or substantial misconduct with respect to our business and affairs, (b) the executive officer’s neglect of duties or failure to act which can reasonably be expected to materially adversely affect our business or affairs, (c) the executive officer’s material breach of the employment agreement, or of any provision of the proprietary information, assignment of inventions, noncompetition and nonsolicitation agreement to which the executive is a party which, to the extent curable, is not cured within 15 days after written notice thereof is given to the executive officer, (d) the commission by the executive officer of an act involving moral turpitude or fraud, (e) the executive officer’s conviction of any felony, or of any misdemeanor involving fraud, theft, embezzlement, forgery or moral turpitude, (f) other conduct by the executive officer that is materially harmful to our business or reputation, including but not limited to conduct found to be in violation of our policies prohibiting harassment or discrimination, or (g) the expiration of the employment agreement; |
| ● | “good reason” means any of the following without the executive officer’s prior written consent: (a) any material diminution of the executive officer’s duties or responsibilities under the employment agreement (except in each case in connection with a termination for cause or as a result of the executive officer’s death or disability), or the assignment to the executive officer of duties or responsibilities that are materially inconsistent with the executive officer’s then-current position, with the exception of certain situations involving the acquisition of the Company; (b) a reduction of at least 10% of the executive’s base salary unless pursuant to a salary reduction program applicable generally to similarly-situated employees; (c) any material breach of the employment agreement by us which we have not cured within 15 business days after written notice thereof is given to us; or (d) a relocation of the executive officer from our principal office to a location more than 35 miles from the location of our principal office, other than on required travel by the executive officer on business or on a temporary basis not to exceed a period equal to two calendar months; and |
| ● | “change in control” means any of the following: (a) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of our assets, other than the transfer of our assets to a majority-owned subsidiary corporation; (b) a merger or consolidation in which we are not the surviving corporation, unless the holders of our outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least 50% of the voting power of the corporation or other entity surviving such transaction; (c) a reverse merger in which we are the surviving corporation but the shares of our common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, unless the holders of our outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing at least 50% of our voting power; or (d) any transaction or series of related transactions in which in excess of 50% of our voting power is transferred; provided that, where required to avoid additional taxation under Section 409A of the Internal Revenue Code, the event that occurs must also be a “change in the ownership or effective control of a corporation, or |
35
| a change in the ownership of a substantial portion of the assets of a corporation” as defined under applicable regulations. |
The following table summarizes the schedule of severance payments each of our named executive officers would receive in the event of a qualifying termination.
|
| |
| |
| CONTINUATION OF |
| |
|
| | | | | | EMPLOYER PORTION | | |
|
| | | | | | OF MEDICAL, | | ACCELERATION OF |
|
| | SALARY | | | | DENTAL AND VISION | | UNVESTED |
|
TERMINATION SCENARIO | | CONTINUATION(1) | | BONUS | | BENEFIT PREMIUMS | | EQUITY AWARDS |
|
Prior to or More than 12 Months Following a Change in Control | | | | | | | | | |
Harout Semerjian |
| 18 months |
| None |
| 18 months |
| None | |
Brian Hahn |
| 12 months |
| None |
| 12 months |
| None | |
Armand Girard |
| 12 months |
| None |
| 12 months |
| None | |
Within 12 Months Following a Change in Control | | | | | | | | | |
Harout Semerjian |
| 18 months |
| Target Bonus | (2) | 18 months |
| Full Acceleration | (3) |
Brian Hahn |
| 12 months |
| Target Bonus | (2) | 12 months |
| Full Acceleration | (3) |
Armand Girard |
| 12 months |
| Target Bonus | (2) | 12 months |
| Full Acceleration | (3) |
| (1) | If the termination is prior to, or more than 12 months following a change, in control, the executive officer’s salary continuation will be paid on our regular payroll dates, less applicable withholdings and deductions. If the termination is within 12 months following a change in control, the executive officer’s salary continuation will be paid in a lump-sum cash payment, less applicable withholdings and deductions, within 60 days following the change in control termination. |
| (2) | The executive officer will receive payment of the executive officer’s target bonus award for the 18 months, in the case of Mr. Semerjian, or 12 months, in the case of Mr. Hahn and Mr. Girard, immediately prior to the executive officer’s change in control termination, payable in a lump-sum cash payment, less applicable withholdings and deductions, within 60 days following the change in control termination. |
| (3) | The executive officer will receive accelerated vesting of all then unvested equity awards that he may have, if any. |
Separation Agreement with Armand Girard
Mr. Girard’s employment with the Company was terminated effective as of January 31, 2023. We and Mr. Girard entered into a Release Agreement (the “Separation Agreement”), pursuant to which Mr. Girard is entitled to receive the salary continuation and continuation of premiums severance benefits outlined above. In addition, the Separation Agreement provides for an additional severance benefit of a one-time lump sum payment to Mr. Girard in the amount of $82,800, subject to applicable withholdings and deductions. The one-time payment amount represents 50% of Mr. Girard’s target bonus opportunity for 2022, and was paid in February 2023. Mr. Girard is also entitled to exercise any stock option award, to the extent that any such award was exercisable as of January 31, 2023, by the date that is the earlier of 180 days following the date of termination of employment or the expiration of the term of such award.
Health and Welfare Benefits
Our named executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life and disability insurance, in each case on the same basis as our other employees.
We also maintain a defined contribution employee retirement plan for our employees, including our named executive officers. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that each participant may contribute a portion of his or her pre-tax compensation, up to a statutory limit, which was $20,500 for 2022 and is $22,500 for 2023. Participants who are at least 50 years old can also make “catch-up” contributions, which was and
36
is up to an additional $6,500 for 2022 and $7,500 for 2023. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee, subject to participants’ ability to give investment directions by following specified procedures. In 2022, we provided matching contributions of up to 50% of the first 6% of each employee’s eligible contributions to the 401(k) plan.
We do not provide perquisites or personal benefits to our named executive officers. We do, however, pay the premiums for term life insurance and long-term care for all of our employees, including our named executive officers.
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PAY VERSUS PERFORMANCE
We are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company as required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. This does not necessarily reflect value actually received or realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance.
Pay versus Performance Table
| | | | | | | | | | Average | | | | Value of | | |
| | | | | | | | | | Summary | | | | Initial Fixed | | |
| | | | | | | | | | Compensation | | | | $100 | | |
| | Summary | | | | | | | | Table Total | | | | Investment | | |
|
| Compensation |
| | | | | | | For Non-PEO | | Average | | Based On | | |
| | Table Total for | | | | Summary | | | | Named | | Compensation | | Total | | |
| | Principal | | Compensation | | Compensation | | Compensation | | Executive | | Actually Paid | | Shareholder | | Net Income |
| | Executive | | Actually Paid to | | Table Total for | | Actually Paid to | | Officers | | To Non-PEO | | Return | | (Loss)(7) |
| | Officer ("PEO")(2) | | PEO 1 (3) | | PEO 2(2) | | PEO 2 (3) | | (NEOs)(4) | | NEOs (5) | | ("TSR")(6) | | (thousands) |
Year (a) (1) |
| ($)(b) |
| ($)(c) |
| ($)(b) |
| ($)(c) |
| ($)(d) |
| ($)(e) |
| ($)(f) |
| ($)(g) |
2022 | | 1,434,922 | | 4,067,807 | | — | | — | | 836,222 | | 1,046,698 | | 110 | | (46,689) |
2021 | | 2,876,118 | | 2,062,334 | | 1,420,848 | | (1,283,348) | | 1,122,561 | | (332,812) | | 61 | | (63,427) |
| (1) | We are a smaller reporting company pursuant to Rule 405 of the Securities Act of 1933, and as such, we are only required to include information for the past two fiscal years in this table. |
| (2) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Semerjian (our current Chief Executive Officer since August 6, 2021) (“PEO 1”) and Ms. King (our former Chief Executive Officer who retired from that position on August 6, 2021) (“PEO 2”), respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table”. |
| (3) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Semerjian and Ms. King, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Semerjian and Ms. King during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments made to Mr. Semerjian’s and Ms. King’s total compensation for each year to determine the compensation actually paid are shown in the “Adjustments to Compensation Actually Paid” table below. |
| (4) | The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding, in the case of 2022, Mr. Semerjian, and, in the case of 2021, Mr. Semerjian and Ms. King) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding, in the case of 2022, Mr. Semerjian, and, in the case of 2021, Mr. Semerjian and Ms. King) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Brian Hahn and Armand Girard; and (ii) for 2021, Brian Hahn and John Magnani, Ph.D. |
| (5) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding, in the case of 2022, Mr. Semerjian, and, in the case of 2021, Mr. Semerjian and Ms. King), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding, in the case of 2022, Mr. Semerjian, and, in the case of 2021, Mr. Semerjian and Ms. King) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments made to the average total compensation for the named executive officers as a group (excluding, in the case of 2022, Mr. Semerjian, and, in the case of 2021, Mr. Semerjian and Ms. King) for each year to determine the average compensation actually paid are shown in the “Adjustments to Compensation Actually Paid” table below. |
| (6) | Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2021 or 2022. |
| (7) | The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. |
38
Adjustments to Compensation Actually Paid
As noted above in footnotes 3 and 5 to the Pay versus Performance Table, in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to (i) Mr. Semerjian and Ms. King’s total compensation for each year, as applicable, to determine the compensation actually paid to each of them, and (ii) to the average total compensation for the named executive officers as a group (excluding, in the case of 2022, Mr. Semerjian, and, in the case of 2021, Mr. Semerjian and Ms. King) for each year to determine the average compensation actually paid to them. The methodology used to determine compensation actually paid is further described in footnotes (a), (b) and (c) below.
| | | FY2022 | | | FY2021 | |||||||||
|
| PEO |
| Other NEOs |
| PEO |
| PEO |
| Other NEOs | |||||
Adjustments: | | Semerjian | | Average (c) | | Semerjian | | King | | Average (c) | |||||
Total from Summary Compensation Table | | $ | 1,434,922 | | $ | 836,222 | | $ | 2,876,118 | | $ | 1,420,848 | | $ | 1,122,561 |
Adjustments for stock and options awards | | | | | | | | | | | | | | | |
Deduct: SCT Amounts (a) | | | (338,800) | | | (161,920) | | | (2,394,160) | | | (887,668) | | | (482,698) |
Add: Fair value of equity granted during fiscal year, outstanding and unvested as of end of fiscal year (b) | | | 1,107,645 | | | 529,368 | | | 1,580,376 | | | 289,701 | | | 87,799 |
Add (Deduct): Change in fair value of equity granted in prior year that is outstanding at beginning and end of fiscal year (b) | | | 2,045,495 | | | 115,696 | | | - | | | (445,799) | | | (155,176) |
Add (Deduct): Change in fair value for awards granted in prior fiscal years that vested in fiscal year (b) | | | (181,454) | | | (272,667) | | | - | | | (1,660,429) | | | (905,297) |
Total adjustments for stock and option awards | | | 2,632,885 | | | 210,476 | | | (813,784) | | | (2,704,196) | | | (1,455,373) |
Compensation Actually Paid (as calculated) | | $ | 4,067,807 | | $ | 1,046,698 | | $ | 2,062,334 | | $ | (1,283,348) | | $ | (332,812) |
(a) The grant date fair value of equity awards represents the sum of the totals of the amounts reported in the “Stock Awards” and/or “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable year.
(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following, to the extent applicable: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.
(c) For the named executive officers as a group in each applicable year (excluding, in the case of 2022, Mr. Semerjian, and, in the case of 2021, Mr. Semerjian and Ms. King), all amounts shown represent averages.
39
Description of Relationship between Compensation Actually Paid and Cumulative TSR
The following graph sets forth the relationship between “compensation actually paid” to each of our PEOs, the average of “compensation actually paid” to our other named executive officers, and our cumulative TSR during the applicable year over the two fiscal-year period from 2021 through 2022:
Description of Relationship Between Compensation Actually Paid and Net Income (Loss)
The following graph sets forth the relationship between “compensation actually paid” to each of our PEOs, the average of “compensation actually paid” to our other named executive officers, and our net income (loss) during the applicable year over the two fiscal-year period from 2021 through 2022:
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
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NON-EMPLOYEE DIRECTOR COMPENSATION
As compensation for serving on our Board of Directors, each director who is not an employee of our company receives a cash retainer for service on the Board and for service on each committee on which the director is a member. The compensation of our directors is based on market practice information provided by our independent compensation consultant, Aon. This compensation is periodically reviewed with respect to cash retainers and equity incentives.
The retainers paid to non-employee directors for 2022 and 2023 for service on the Board and for service on each committee of the Board on which the director is a member are as follows:
|
| | |
| CHAIR ADDITIONAL |
| |
| | MEMBER ANNUAL SERVICE | | ANNUAL SERVICE |
| ||
| | RETAINER | | RETAINER |
| ||
Board of Directors | | $ | 40,000 | | $ | 30,000 | |
Audit Committee | |
| 9,000 | |
| 9,000 | |
Compensation Committee | |
| 6,000 | |
| 6,000 | |
Nominating and Corporate Governance Committee | |
| 4,500 | |
| 4,500 | |
These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings.
In March 2023, our non-employee director compensation policy was amended to allow for each director to make an election to receive all or a portion of the annual cash compensation payable above in the form of fully vested shares of common stock. With respect to fiscal year 2023, the election must be delivered by no later than June 30, 2023 and will be applicable only for services to be provided in the third and fourth quarters of 2023. Elections for 2024 and beyond must be delivered before the start of the fiscal year to which the election relates. Elections cannot be altered with respect to a fiscal year once the fiscal year begins and, once made, such election remains in effect for all subsequent fiscal years unless and until revised or revoked.
In addition, any new non-employee director receives an option grant to purchase 42,000 shares of common stock upon becoming a director. This grant will vest in three equal installments on the first, second and third anniversaries of the grant date. Further, on the date of each annual meeting of stockholders, each non-employee director that continues to serve as a non-employee member on our Board receives an option to purchase 21,000 shares of common stock. The annual grant to the non-employee director vests on the first full anniversary of the date of grant. The exercise price of options granted to directors is equal to the closing price of our common stock on the Nasdaq Global Market the date of grant.
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2022 Director Compensation
The following table shows the compensation earned by each of our non-employee directors for the year ended December 31, 2022:
|
| FEES EARNED OR |
| OPTION AWARDS |
| ALL OTHER | | |
Name | | PAID IN CASH ($) | | ($)(1) | | COMPENSATION ($) | | TOTAL ($) |
Patricia Andrews |
| 49,000 |
| 9,240 | | — | | 58,240 |
Mark Goldberg, M.D. |
| 55,000 |
| 9,240 | | — | | 64,240 |
Scott Jackson | | 55,000 | | 9,240 | | — | | 64,240 |
Daniel Junius | | 62,500 | | 9,240 | | — | | 71,740 |
Rachel King (2) | | 40,000 | | 9,240 | | 186,433 | | 235,673 |
Scott Koenig, M.D., Ph.D. |
| 44,500 |
| 9,240 | | — | | 53,740 |
Timothy Pearson |
| 82,000 |
| 9,240 | | — | | 91,240 |
| (1) | Reflects the aggregate grant date fair value of options and restricted stock units granted during the fiscal year ended December 31, 2022 calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. These amounts do not reflect the actual economic value that will be realized by the director upon vesting or exercise of the stock options or the sale of the common stock underlying the stock options. |
| (2) | Ms. King is our former Chief Executive Officer. Ms. King retired in August 2021 entered into a consulting agreement with us under which she continued to provide services to us, up to 20 hours per week, through August 31, 2022. In consideration for such services, Ms. King received a monthly consulting fee, which amounts are reported in the “All Other Compensation” column. |
As of December 31, 2022, our non-employee directors held the following restricted stock units and stock options:
Name |
| Shares Subject to Unvested RSUs (#) |
| Shares Subject to Outstanding Options (#) |
Patricia Andrews | | - |
| 106,500 |
Mark Goldberg, M.D. | | - |
| 132,901 |
Scott Jackson | | - | | 95,500 |
Daniel Junius | | - | | 128,500 |
Rachel King | | 72,187 | | 1,835,139 |
Scott Koenig, M.D., Ph.D. | | - |
| 117,500 |
Timothy Pearson | | - |
| 132,901 |
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides certain information regarding our equity compensation plans in effect as of
December 31, 2022:
|
| |
| | |
| Number of securities |
|
| | | | | | | remaining available for |
|
| | | | Weighted-average | | future issuance under |
| |
| | Number of securities to | | exercise | | equity compensation |
| |
| | be issued upon exercise | | price of outstanding | | plans |
| |
| | of outstanding options, | | options, | | (excluding securities |
| |
| | warrants and rights | | warrants and rights | | reflected in column (a)) |
| |
Plan Category | | (a) | | (b) | | (c) |
| |
Equity compensation plans approved by security holders | | 6,979,577 | (1) | $ | 6.18 | (2) | 4,986,741 | (3) |
Equity compensation plans not approved by security holders (4) |
| 2,333,525 | |
| 1.82 |
| 656,383 | |
Total |
| 9,313,102 | | | |
| 5,643,124 | |
| (1) | Includes shares issuable upon exercise of outstanding options and shares issuable upon settlement of outstanding restricted stock units (“RSUs”) under our 2013 Plan. |
| (2) | Gives effect to outstanding RSUs, which have no exercise price. Excluding the RSUs, the weighted average exercise price would be $6.37 per share. |
| (3) | Consists of 1,976,154 shares available under the 2013 Plan and 3,010,587 shares available under the 2013 Employee Stock Purchase Plan (“2013 ESPP”). On January 1 of each year, the number of shares reserved under the 2013 Plan and 2013 ESPP is automatically increased by 4% and 1%, respectively, of the total number of shares of common stock that are outstanding at that time, or a lesser number of shares as may be determined by our Board. An additional 2,175,111 and 543,177 shares were added to the number of available shares under the 2013 Plan and the 2013 ESPP, respectively, in each case effective January 1, 2023. |
| (4) | Represents shares issuable under our Inducement Plan. A description of the Inducement Plan is contained in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. |
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TRANSACTIONS WITH RELATED PERSONS
RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES
We have adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions.
For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.
Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our Audit Committee, or, if Audit Committee approval would be inappropriate, to another independent body of our Board, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
In considering related person transactions, our Audit Committee, or other independent body of our Board, will take into account the relevant available facts and circumstances including, but not limited to:
| ● | the risks, costs and benefits to us; |
| ● | the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
| ● | the availability of other sources for comparable services or products; and |
| ● | the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. |
The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our Audit Committee, or other independent body of our Board, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee, or other independent body of our Board, determines in the good faith exercise of its discretion.
CERTAIN RELATED PERSON TRANSACTIONS
There have been no transactions since January 1, 2022 to which we have been a participant in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements that are described under “Executive Compensation” and “Non-Employee Director Compensation.”
Indemnification Agreements
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify each of our directors to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also
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provide our Board with discretion to indemnify our officers and employees when determined appropriate by the Board.
In addition, we have entered into an indemnification agreement with each of our directors and executive officers.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are GlycoMimetics stockholders will be “householding” the Company’s proxy materials. A single set of annual meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of annual meeting materials, please notify your broker or GlycoMimetics. Direct your written request to GlycoMimetics, Inc., Attn: Corporate Secretary, 9708 Medical Center Drive, Rockville, Maryland 20850. Stockholders who currently receive multiple copies of the annual meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers.
The Board of Directors knows of no other matters that will be presented for consideration at the 2023 Annual Meeting of Stockholders. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
April 21, 2023
A copy of the Company’s Annual Report to the SEC on Form 10-K for the fiscal year ended December 31, 2022 is available without charge upon written request to: Corporate Secretary, GlycoMimetics, Inc., 9708 Medical Center Drive, Rockville, Maryland 20850.
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| Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. V02281-P89921 The Board of Directors recommends you vote FOR proposals 2 and 3. Nominees: 01) Patricia Andrews 02) Mark Goldberg, M.D. 03) Timothy Pearson NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of GlycoMimetics, Inc. for its fiscal year ending December 31, 2023. 3. To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy materials. ! ! ! 1. Election of Directors For All Withhold All For All Except For Against Abstain ! ! ! ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. GLYCOMIMETICS, INC. The Board of Directors recommends you vote FOR each of the following directors to hold office until the 2026 Annual Meeting: GLYCOMIMETICS, INC. 9708 MEDICAL CENTER DRIVE ROCKVILLE, MD 20850 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 18, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GLYC2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 18, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V02282-P89921 GLYCOMIMETICS, INC. Annual Meeting of Stockholders May 19, 2023 9:00 A.M., Eastern Daylight Time This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Harout Semerjian and Brian Hahn, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of GLYCOMIMETICS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 A.M., Eastern Daylight Time on Friday, May 19, 2023, via live audio webcast at www.virtualshareholdermeeting.com/GLYC2023 and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side |
