ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
British Columbia, |
||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
Auditor Name: |
Auditor Location: |
Auditor Firm PCAOB ID: |
PART III | 4 | |||||
Item 10. |
Directors, Executive Officers and Corporate Governance | 4 | ||||
Item 11. |
Executive Compensation | 8 | ||||
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 32 | ||||
Item 13. |
Certain Relationships and Related Transactions and Director Independence | 35 | ||||
Item 14. |
Principal Accounting Fees and Services | 36 | ||||
PART IV | 38 | |||||
Item 15. |
Exhibits, Financial Statement Schedules | 38 | ||||
44 |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Residence |
Age |
Position(s) | |||
Kenneth Galbraith |
Cambridge, United Kingdom |
59 | President, Chief Executive Officer and Chair of Board of Directors | |||
Susan Mahony (1) (2) |
Indiana, USA |
57 | Director | |||
Kelvin Neu (4) |
Singapore |
48 | Director | |||
Troy M. Cox (1) (3) |
Florida, USA |
57 | Director | |||
Kenneth Hillan (3)(4) |
California, USA |
61 | Director | |||
Hollings C. Renton (2) |
California, USA |
75 | Director | |||
Natalie Sacks (3) (4) |
California, USA |
57 | Director | |||
Lota Zoth (1) (2) |
Texas, USA |
62 | Director |
(1) |
Member of the audit committee. |
(2) |
Member of the compensation committee. |
(3) |
Member of the nominating and corporate governance committee. |
(4) |
Member of the research and development committee. |
Name |
Residence |
Age |
Position(s) | |||
Kenneth Galbraith |
Cambridge, United Kingdom |
59 | President, Chief Executive Officer and Chair of Board of Directors | |||
Neil Klompas, CPA, CA |
British Columbia, Canada |
50 | Chief Operating Officer | |||
Neil Josephson, M.D. |
Washington, USA |
61 | Chief Medical Officer | |||
Christopher Astle, Ph.D. |
British Columbia, Canada |
42 | Senior Vice President, Chief Financial Officer |
• | the quality and integrity of our financial statements and related information; |
• | the independence, qualifications, appointment and performance of our external auditor; |
• | our disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls; |
• | our compliance with applicable legal and regulatory requirements; and |
• | our enterprise risk management processes. |
Item 11. |
Executive Compensation |
• | Ali Tehrani, Ph.D., former President and Chief Executive Officer; |
• | Neil Klompas, CPA, CA, Chief Operating Officer (former Chief Financial Officer); |
• | Neil Josephson, M.D., Chief Medical Officer; |
• | Anthony Polverino, Ph.D., former Executive Vice President, Early Development and Chief Scientific Officer; |
• | James Priour, former Chief Commercial Officer; and |
• | Diana Hausman, M.D., former Chief Medical Officer. |
* | Please see the section entitled “Executive Team Changes and Restructuring” below for additional information regarding the changes to our management team. References to “Chief Executive Officer” in this CD&A mean Dr. Tehrani, unless specifically noted otherwise. |
• | Azymetric |
• | ZymeLink |
• | EFECT |
• | ProTECT co-stimulation or checkpoint modulation that may increase efficacy. |
• | attract and retain highly qualified executive officers who have a history of proven success; |
• | align the interests of executive officers with our shareholders’ interests and with the execution of our business strategy; |
• | motivate and reward our executive officers through competitive pay practices and an appropriate mix of short- and long-term incentives; |
• | evaluate and reward executive performance on the basis of achievement of program development goals and key financial measurements which we believe closely correlate to long-term shareholder value; and |
• | tie compensation awards directly to program development goals and key financial measurements with evaluations based on achieving and overachieving predetermined objectives. |
• | Executive Compensation Review – The compensation committee reviewed compensation practices and policies with respect to our executives against Zymeworks’ peer group of companies (as further described below), in order to allow us to place our compensation practices for these positions in a market context. This reference exercise included a review of base salary, total cash compensation and total direct compensation. |
• | Executive Compensation – The compensation committee reviewed the corporate goals and objectives applicable to the compensation of the Company’s executives and evaluated the executives’ performance in light of those goals and objectives. Based on this review and evaluation, the compensation committee approved the 2021 compensation for the |
Company’s executives, including each of the named executive officers (other than Dr. Tehrani) and recommended the 2021 compensation for Dr. Tehrani, which recommendation was approved by the Board of Directors. |
• | Long-Term Incentive Plan – The compensation committee reviewed the effectiveness of all outstanding incentive compensation plans and equity-based plans. |
• | establishing the public company peer group used in the executive compensation assessment; |
• | reviewing the detailed assessment of Zymeworks’ executive compensation program versus the market; and |
• | reviewing and approving executive pay mix. |
• | that are clinical stage companies (with a focus on Phase 2 and Phase 3) working towards bringing a product to market, particularly those with a therapeutic focus in oncology; |
• | with market capitalizations generally between $500 million and $5.0 billion (approximately 0.3x to 3.0x Zymeworks’ then current market value); |
• | with generally between 100 and 500 employees; |
• | that are located in Canada and the United States, with a focus on companies headquartered in biotechnology hub markets; and |
• | preferably that have gone public in the last five years. |
Adverum Biotechnologies, Inc. | Epizyme, Inc. | MacroGenics, Inc. | ||
Alector, Inc. (1) |
Fate Therapeutics, Inc. | NGM Biopharmaceuticals, Inc. (1) | ||
Allakos Inc. | G1 Therapeutics, Inc. | Principia Biopharma Inc. (1) | ||
AnaptysBio, Inc. | Gossamer Bio, Inc. (1) |
REGENXBIO Inc. | ||
Deciphera Pharmaceuticals, Inc. | Iovance Biotherapeutics, Inc. (1) |
Turning Point Therapeutics, Inc. (1) | ||
Denali Therapeutics Inc. | Karyopharm Therapeutics Inc. | Xencor, Inc. | ||
Dicerna Pharmaceuticals, Inc. |
Kura Oncology, Inc. |
(1) | Added to the peer group in July 2020. The following companies were deleted from the peer group in July 2020: Acceleron Pharma Inc., Alder Biopharmaceuticals, Inc., Cellular Biomedicine Group, Inc., CytomX Therapeutics, Inc., Ra Pharmaceuticals, Inc., Stemline Therapeutics, Inc., and Voyager Therapeutics, Inc. |
• | base salary; |
• | annual cash bonuses based on a comparison of individual and corporate performance to pre-set goals and objectives; and |
• | long-term incentives, which in 2021, consisted of grants of stock options and restricted stock units. |
Name and Principal Position |
2020 Base Salary ($) |
2021 Base Salary ($) |
Increase between 2020 and 2021 |
|||||||||
Ali Tehrani, Former President and CEO |
573,036 | 593,092 | 3.5 | % | ||||||||
Neil Klompas, Chief Operating Officer (former CFO) |
424,424 | 437,124 | 3.0 | % | ||||||||
Neil Josephson, Chief Medical Officer (1) |
406,850 | 453,200 | 11.4 | % | ||||||||
Anthony Polverino, Former Executive Vice President, Early Development and Chief Scientific Officer |
428,000 | 440,800 | 3.0 | % | ||||||||
James Priour, Former Chief Commercial Officer (2) |
375,000 | 400,000 | 6.7 | % | ||||||||
Diana Hausman, Former Chief Medical Officer (3) |
449,946 | 463,446 | 3.0 | % |
(1) | Dr. Josephson was promoted from Vice President, Clinical Research to Senior Vice President, Clinical Research in 2020. Dr. Josephson was further promoted to Chief Medical Officer in 2021. As a result of this promotion, his base salary increased to $480,000 in November 2021 and the table above does not reflect the November 2021 increase. Salary paid to Dr. Josephson in 2021 is set forth in the “Summary Compensation Table” below. |
(2) | Mr. Priour joined the Company in April 2020 and was promoted to Chief Commercial Officer in January 2021. |
(3) | On April 15, 2021, Dr. Hausman provided notice of her resignation as Chief Medical Officer. As such, she did not receive her full base salary for 2021 as listed in this table. Salary paid to Dr. Hausman in 2021 is set forth in the “Summary Compensation Table” below. |
Name |
2020 Target Bonus (% of Base Salary) |
2021 Target Bonus (% of Base Salary) |
||||||
Ali Tehrani, Former President and CEO |
55 | % | 55 | % | ||||
Neil Klompas, Chief Operating Officer (former CFO) |
40 | % | 40 | % | ||||
Neil Josephson, Chief Medical Officer (1) |
30 | % | 35 | % | ||||
Anthony Polverino, Former Executive Vice President, Early Development and Chief Scientific Officer |
40 | % | 40 | % | ||||
James Priour, Former Chief Commercial Officer (2) |
35 | % | 40 | % | ||||
Diana Hausman, Former Chief Medical Officer (3) |
40 | % | 40 | % |
(1) | Dr. Josephson was promoted from Vice President, Clinical Research to Senior Vice President, Clinical Research in 2020. Dr. Josephson was further promoted to Chief Medical Officer in 2021. As a result of this promotion, his target bonus increased to 40% in November 2021 and the table above does not reflect the November 2021 increase. |
(2) | Mr. Priour joined the Company in April 2020 and was promoted to Chief Commercial Officer in January 2021. |
(3) | Dr. Hausman forfeited her right to receive payments under the 2021 bonus plan upon her resignation in April 2021. |
• | 2021 Company Performance Objectives |
2021 Corporate Goal Category |
Key Elements of Goal |
Target Weight of Goal | ||
Clinical | ZW25-203: |
20% | ||
ZW25-301: |
25% | |||
ZW49-101: |
15% | |||
Commercial | Finalize comprehensive zanidatamab breast cancer strategy by June 30, 2021 |
10% | ||
Preclinical Research | Two preclinical development decisions by December 31, 2021 |
15% | ||
Corporate Finance and Business Development | Execute on (a) a material dilutive or non-dilutive financing event to support financial runway through launch in BTC; and (b) achieve significant new business development cash flow in 2021 |
15% | ||
Total | 100% |
• | 2021 Individual Performance Objectives |
Name |
Grant Date |
Restricted Stock Units Granted (#) (1) |
Stock Options Granted (#) (2) |
Exercise Price of Stock Options ($/Sh) (3) |
Grant Date Fair Value of Stock and Option Awards ($) (4) |
|||||||||||||||
Ali Tehrani |
3/10/2021 | — | 150,000 | 34.82 | 3,625,121 | |||||||||||||||
3/10/2021 | 25,000 | — | — | 870,500 | ||||||||||||||||
Neil Klompas |
3/10/2021 | — | 48,750 | 34.82 | 1,178,164 | |||||||||||||||
3/10/2021 | 8,125 | — | — | 282,913 | ||||||||||||||||
Neil Josephson |
3/10/2021 | — | 30,000 | 34.82 | 725,024 | |||||||||||||||
5/6/2021 | — | 15,000 | 29.49 | 299,271 | ||||||||||||||||
11/10/2021 | — | 105,943 | 21.18 | 1,501,228 | ||||||||||||||||
3/10/2021 | 5,000 | — | — | 174,100 | ||||||||||||||||
11/10/2021 | 17,657 | — | — | 373,975 | ||||||||||||||||
Anthony Polverino |
3/10/2021 | — | 48,750 | 34.82 | 1,178,164 | |||||||||||||||
3/10/2021 | 8,125 | — | — | 282,913 | ||||||||||||||||
James Priour |
3/10/2021 | — | 37,500 | 34.82 | 906,280 | |||||||||||||||
3/10/2021 | 6,250 | — | — | 217,625 | ||||||||||||||||
Diana Hausman |
3/10/2021 | — | 48,750 | 34.82 | 1,178,164 | |||||||||||||||
3/10/2021 | 8,125 | — | — | 282,913 |
(1) | Restricted stock units vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant. |
(2) | Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant. |
(3) | The exercise price of the stock options is the closing price of the Company’ stock on the NYSE on the grant date. |
(4) | The amounts set forth in this column reflect the grant date fair value for restricted stock unit awards and stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock-Based Compensation” included in our Annual Report on Form 10-K for our year ended December 31, 2021. |
Name and Principal Position |
Year |
Salary ($) (1) |
Stock Awards ($) (2) |
Option Awards ($) (2) |
Non-Equity Incentive Plan Compensation ($) (1) (3) |
All Other Compensation ($) (1) |
Total ($) |
|||||||||||||||||||||
Ali Tehrani, Former President & CEO |
2021 | 593,092 | 870,500 | 3,625,121 | — | 21,924 | (4) |
5,110,637 | ||||||||||||||||||||
2020 | 573,036 | 814,000 | 3,185,803 | 283,653 | 20,967 | (5) |
4,877,459 | |||||||||||||||||||||
2019 | 540,788 | — | 2,375,128 | 341,930 | 20,223 | (6) |
3,278,069 | |||||||||||||||||||||
Neil Klompas, Chief Operating Officer (former CFO) |
2021 | 437,124 | 282,913 | 1,178,164 | — | 2,277 | (7) |
1,900,478 | ||||||||||||||||||||
2020 | 424,424 | 264,000 | 1,033,233 | 163,403 | 2,037 | (8) |
1,887,097 | |||||||||||||||||||||
2019 | 379,082 | — | 1,060,041 | 172,422 | 12,629 | (9) |
1,624,174 | |||||||||||||||||||||
Neil Josephson, Chief Medical Officer (10) |
2021 | 456,653 | 548,075 | 2,525,523 | — | 17,438 | (11) |
3,547,689 | ||||||||||||||||||||
Anthony Polverino, Former Executive VP, Early Development & Chief Scientific Officer |
2021 | 440,800 | 282,913 | 1,178,164 | — | 16,031 | (12) |
1,917,908 | ||||||||||||||||||||
2020 | 428,000 | 264,000 | 1,033,233 | 158,360 | 20,348 | (13) |
1,903,941 | |||||||||||||||||||||
2019 | 400,000 | — | 758,019 | 178,000 | 384 | (14) |
1,336,403 | |||||||||||||||||||||
James Priour, Former Chief Commercial Officer (15) |
2021 | 400,000 | 217,625 | 906,280 | — | 17,438 | (16) |
1,541,343 | ||||||||||||||||||||
Diana Hausman, Former Chief Medical Officer (17) |
2021 | 173,792 | 282,913 | 1,178,164 | — | 11,220 | (18) |
1,646,089 | ||||||||||||||||||||
2020 | 449,946 | 264,000 | 1,033,233 | 166,480 | 20,188 | (19) |
1,933,847 | |||||||||||||||||||||
2019 | 432,640 | — | 758,019 | 192,525 | 21,341 | (20) |
1,404,525 |
(1) | Salary for all named executive officers is determined in U.S. dollars. However, 2021, 2020 and 2019 cash compensation amounts for Dr. Tehrani and Mr. Klompas were paid in Canadian dollars and have been converted to U.S. dollars for the purposes of the table. For 2021, 2020 and 2019, the U.S. dollar per Canadian dollar exchange rates used for such conversions were 0.7978, 0.7455 and 0.7537, which were the average annual Bank of Canada exchange rates for 2021, 2020 and 2019, respectively. |
(2) | The amounts set forth in these columns reflect the aggregate grant date fair value for restricted stock unit awards and option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock-Based Compensation” included in our Annual Report on Form 10-K |
(3) | The amounts reflect the dollar value of incentive bonuses paid in 2021 and 2020 for performance during 2020 and 2019, respectively, as discussed further above under “Executive Compensation – Components of Compensation Package – Cash Bonus.” |
(4) | Of the total amount for 2021, (i) $17,814 represents contributions to our registered retirement savings plan and (ii) $4,110 represents life insurance premiums through our group extended benefit plan. |
(5) | Of the total amount for 2020, (i) $17,191 represents contributions to our registered retirement savings plan and (ii) $3,776 represents life insurance premiums through our group extended benefit plan. |
(6) | Of the total amount for 2019, (i) $16,224 represents contributions to our registered retirement savings plan and (ii) $3,999 represents life insurance premiums through our group extended benefit plan. |
(7) | The total amount for 2021 represents life insurance premiums through our group extended benefit plan. |
(8) | The total amount for 2020 represents life insurance premiums through our group extended benefit plan. |
(9) | Of the total amount for 2019, (i) $10,474 represents contributions to our registered retirement savings plan and (ii) $2,155 represents life insurance premiums through our group extended benefit plan. |
(10) | Dr. Josephson was promoted to Chief Medical Officer in 2021. As a result of this promotion, his base salary increased to $480,000 in November 2021. |
(11) | Of the total amount for 2021, (i) $17,400 represents contributions to our 401(k) plan and (ii) $38 represents life insurance premiums through our group extended benefit plan. |
(12) | Of the total amount for 2021, (i) $15,993 represents contributions to our 401(k) plan and (ii) $38 represents life insurance premiums through our group extended benefit plan. |
(13) | Of the total amount for 2020, (i) $20,310 represents contributions to our 401(k) plan and (ii) $38 represents life insurance premiums through our group extended benefit plan. |
(14) | The total amount for 2019 represents life insurance premiums through our group extended benefit plan. |
(15) | Mr. Priour was promoted to Chief Commercial Officer in January 2021. |
(16) | Of the total amount for 2021, (i) $17,400 represents contributions to our 401(k) plan and (ii) $38 represents life insurance premiums through our group extended benefit plan. |
(17) | On April 15, 2021, Dr. Hausman provided notice of her resignation as Chief Medical Officer. She continued to serve in an executive advisory role until November 15, 2021. |
(18) | Of the total amount for 2021, (i) $11,204 represents contributions to our 401(k) plan and (ii) $16 represents life insurance premiums through our group extended benefit plan. |
(19) | Of the total amount for 2020, (i) $20,150 represents contributions to our 401(k) plan and (ii) $38 represents life insurance premiums through our group extended benefit plan. |
(20) | Of the total amount for 2019, (i) $20,957 represents contributions to our 401(k) plan and (ii) $384 represents life insurance premiums through our group extended benefit plan. |
Name |
Grant Date |
Date of Action |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) |
All Other Stock Awards: Number of Shares of Stock or Units (#) (2) |
All Other Option Awards: Number of Securities Underlying Options (#) (3) |
Closing Price on Date of Grant ($/Sh) |
Grant Date Fair Value of Stock and Option Awards ($) (4) |
|||||||||||||||||||||||||||||
Threshold ($) |
Target ($) |
Maximum ($) |
||||||||||||||||||||||||||||||||||
Ali Tehrani |
3/10/2021 | 3/10/2021 | — | — | — | — | 150,000 | 34.82 | 3,625,121 | |||||||||||||||||||||||||||
3/10/2021 | 3/10/2021 | — | — | — | 25,000 | — | — | 870,500 | ||||||||||||||||||||||||||||
2/2/2021 | (5) |
2/2/2021 | (5) |
— | 326,200 | 407,750 | — | — | — | — | ||||||||||||||||||||||||||
Neil Klompas |
3/10/2021 | 3/10/2021 | — | — | — | — | 48,750 | 34.82 | 1,178,164 | |||||||||||||||||||||||||||
3/10/2021 | 3/10/2021 | — | — | — | 8,125 | — | — | 282,913 | ||||||||||||||||||||||||||||
1/29/2021 | (6) |
1/29/2021 | (6) |
— | 174,849 | 218,562 | — | — | — | — | ||||||||||||||||||||||||||
Neil Josephson |
3/10/2021 | 3/10/2021 | — | — | — | — | 30,000 | 34.82 | 725,024 | |||||||||||||||||||||||||||
5/6/2021 | 5/6/2021 | — | — | — | — | 15,000 | 29.49 | 299,271 | ||||||||||||||||||||||||||||
11/10/2021 | 11/10/2021 | — | — | — | — | 105,943 | 21.18 | 1,501,228 | ||||||||||||||||||||||||||||
3/10/2021 | 3/10/2021 | — | — | — | 5,000 | — | — | 174,100 | ||||||||||||||||||||||||||||
11/10/2021 | 11/10/2021 | — | — | — | 17,657 | — | — | 373,975 | ||||||||||||||||||||||||||||
1/29/2021 | (7) |
1/29/2021 | (7) |
— | 158,620 | 198,275 | — | — | — | — | ||||||||||||||||||||||||||
Anthony Polverino |
3/10/2021 | 3/10/2021 | — | — | — | — | 48,750 | 34.82 | 1,178,164 | |||||||||||||||||||||||||||
3/10/2021 | 3/10/2021 | — | — | — | 8,125 | — | — | 282,913 | ||||||||||||||||||||||||||||
1/29/2021 | (6) |
1/29/2021 | (6) |
— | 176,320 | 220,400 | — | — | — | — | ||||||||||||||||||||||||||
James Priour |
3/10/2021 | 3/10/2021 | — | — | — | — | 37,500 | 34.82 | 906,280 | |||||||||||||||||||||||||||
3/10/2021 | 3/10/2021 | — | — | — | 6,250 | — | — | 217,625 | ||||||||||||||||||||||||||||
1/29/2021 | (6) |
1/29/2021 | (6) |
— | 160,000 | 200,000 | — | — | — | — | ||||||||||||||||||||||||||
Diana Hausman |
3/10/2021 | 3/10/2021 | — | — | — | — | 48,750 | 34.82 | 1,178,164 | |||||||||||||||||||||||||||
3/10/2021 | 3/10/2021 | — | — | — | 8,125 | — | — | 282,913 | ||||||||||||||||||||||||||||
1/29/2021 | (6) |
1/29/2021 | (6) |
— | 185,378 | 231,723 | — | — | — | — |
(1) | Non-equity |
(2) | Restricted stock units vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant. |
(3) | Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant. |
(4) | The amounts set forth in this column reflect the grant date fair value for restricted stock unit awards and stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock-Based Compensation” included in our Annual Report on Form 10-K |
(5) | On February 2, 2021, the Board of Directors approved a 2021 target cash incentive bonus for Dr. Tehrani of 55% of his 2021 base salary. |
(6) | On February 3, 2021, the compensation committee approved a 2021 target cash incentive bonus for each of Mr. Klompas, Dr. Polverino, Mr. Priour and Dr. Hausman of 40% of each of their respective 2021 base salaries. |
(7) | On February 3, 2021, the compensation committee approved a 2021 target cash incentive bonus for Dr. Josephson of 35% of his 2021 base salary. Dr. Josephson was promoted to Chief Medical Officer in November 2021. In connection with this promotion, his base salary was increased to $480,000 and his target cash incentive bonus was increased to 40% of his base salary. The figures in the table with respect to his target and maximum target cash incentive bonus are based on his original (pre-promotion) |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||
Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable (1) |
Number of Securities Underlying Unexercised Options (#) Unexercisable (1) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) (2) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (2) |
|||||||||||||||||||||
Ali Tehrani |
1/1/2013 | 20,950 | — | 5.79 | (3) |
1/1/2023 | — | — | ||||||||||||||||||||
1/1/2014 | 20,950 | — | 9.26 | (3) |
1/1/2024 | — | — | |||||||||||||||||||||
1/1/2015 | 23,464 | — | 11.52 | (3) |
1/1/2025 | — | — | |||||||||||||||||||||
1/29/2016 | 293,300 | — | 9.66 | (3) |
1/29/2026 | — | — | |||||||||||||||||||||
2/3/2017 | 41,900 | — | 18.03 | (3) |
2/3/2027 | — | — | |||||||||||||||||||||
6/12/17 | 250,000 | — | 9.82 | 6/12/2027 | — | — | ||||||||||||||||||||||
3/19/2018 | 239,583 | 10,417 | 11.84 | 3/18/2028 | — | — | ||||||||||||||||||||||
1/8/2019 | 176,250 | 58,750 | 15.53 | 1/7/2029 | — | — | ||||||||||||||||||||||
3/10/2020 | 63,594 | 75,156 | 35.20 | 3/9/2030 | — | — | ||||||||||||||||||||||
3/10/2021 | — | 150,000 | 34.82 | 3/9/2031 | — | — | ||||||||||||||||||||||
3/10/2020 | — | — | — | — | 15,417 | 542,678 | ||||||||||||||||||||||
3/10/2021 | — | — | — | — | 25,000 | 870,500 | ||||||||||||||||||||||
Neil Klompas |
1/1/2013 | 4,330 | — | 5.79 | (3) |
1/1/2023 | — | — | ||||||||||||||||||||
1/1/2014 | 20,950 | — | 9.26 | (3) |
1/1/2024 | — | — | |||||||||||||||||||||
1/1/2015 | 23,464 | — | 11.52 | (3) |
1/1/2025 | — | — | |||||||||||||||||||||
1/29/2016 | 125,700 | — | 9.66 | (3) |
1/29/2026 | — | — | |||||||||||||||||||||
2/3/2017 | 35,615 | 18.03 | (3) |
2/3/2027 | — | — | ||||||||||||||||||||||
6/12/2017 | 85,000 | 9.82 | 6/12/2027 | — | — | |||||||||||||||||||||||
3/19/2018 | 71,875 | 3,125 | 11.84 | 3/18/2028 | — | — | ||||||||||||||||||||||
1/8/2019 | 67,500 | 22,500 | 15.53 | 1/7/2029 | — | — | ||||||||||||||||||||||
3/27/2019 | 10,625 | 4,375 | 15.23 | 3/26/2029 | — | — | ||||||||||||||||||||||
3/10/2020 | 20,625 | 24,375 | 35.20 | 3/9/2030 | — | — | ||||||||||||||||||||||
3/10/2021 | — | 48,750 | 34.82 | 3/9/2031 | — | — | ||||||||||||||||||||||
3/10/2020 | — | — | — | — | 5,000 | 176,000 | ||||||||||||||||||||||
3/10/2021 | — | — | — | — | 8,125 | 282,913 | ||||||||||||||||||||||
Neil Josephson |
5/6/2019 | 53,333 | 26,667 | 19.11 | 5/5/2029 | — | — | |||||||||||||||||||||
3/10/2020 | 6,016 | 7,109 | 35.20 | 3/9/2030 | — | — | ||||||||||||||||||||||
3/10/2021 | — | 30,000 | 34.82 | 3/9/2031 | — | — | ||||||||||||||||||||||
5/6/2021 | — | 15,000 | 29.49 | 5/5/2031 | — | — | ||||||||||||||||||||||
11/10/2021 | (4) |
— | 105,943 | 21.18 | 11/9/2031 | — | — | |||||||||||||||||||||
3/10/2020 | — | — | — | — | 1,459 | 51,357 | ||||||||||||||||||||||
3/10/2021 | — | — | — | — | 5,000 | 174,100 | ||||||||||||||||||||||
11/10/2021 | (4) |
— | — | — | — | 17,657 | 373,975 | |||||||||||||||||||||
Anthony Polverino |
12/12/2018 | 52,392 | 25,208 | 15.00 | 12/11/2028 | — | — | |||||||||||||||||||||
1/8/2019 | 56,250 | 18,750 | 15.53 | 1/7/2029 | — | — | ||||||||||||||||||||||
3/10/2020 | 20,625 | 24,375 | 35.20 | 3/9/2030 | — | — | ||||||||||||||||||||||
3/10/2021 | — | 48,750 | 34.82 | 3/9/2031 | — | — | ||||||||||||||||||||||
3/10/2020 | — | — | — | — | 5,000 | 176,000 | ||||||||||||||||||||||
3/10/2021 | — | — | — | — | 8,125 | 282,913 | ||||||||||||||||||||||
James Priour |
4/13/2020 | 17,850 | 22,950 | 37.65 | 4/12/2030 | — | — | |||||||||||||||||||||
3/10/2021 | — | 37,500 | 34.82 | 3/9/2031 | — | — | ||||||||||||||||||||||
4/13/2020 | — | — | — | — | 4,534 | 170,705 | ||||||||||||||||||||||
3/10/2021 | — | — | — | — | 6,250 | 217,625 | ||||||||||||||||||||||
Diana Hausman |
3/10/2020 | 18,750 | — | 35.20 | 3/9/2030 | — | — |
(1) | Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant. |
(2) | Restricted stock units vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant. |
(3) | These options were granted with exercise prices denominated in Canadian dollars. The U.S. dollar per Canadian dollar exchange rate used to convert option exercise price to U.S. dollars was 0.7978, which was the average annual Bank of Canada exchange rate for 2021. |
(4) | Pursuant to the terms of Dr. Josephson’s promotion letter in connection with his promotion to Chief Medical Officer in November 2021, if prior to the first anniversary of the grant date the Company (A) removes Dr. Josephson from the role of Chief Medical Officer or (B) terminates Dr. Josephson’s employment without cause (the effectiveness of such removal or termination, the “Acceleration Date”), the date upon which 25% of such stock options become exercisable and 25% of such RSUs become vested shall be accelerated to such Acceleration Date. |
Options |
Restricted Stock Units |
|||||||||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Vested (#) |
Value Realized on Vesting ($) |
||||||||||||
Ali Tehrani |
57,660 | 1,830,223 | 7,708 | 269,421 | ||||||||||||
Neil Klompas |
Nil | Nil | 2,500 | 87,384 | ||||||||||||
Neil Josephson |
Nil | Nil | 729 | 25,481 | ||||||||||||
Anthony Polverino |
4,900 | 83,202 | 2,500 | 87,384 | ||||||||||||
James Priour |
Nil | Nil | 2,266 | 63,288 | ||||||||||||
Diana Hausman |
193,812 | 3,883,985 | 2,500 | 87,384 |
• | An annual base salary of $600,000, with eligibility to earn an annual discretionary bonus of up to 60% of his annual base salary, based upon the achievement of certain Company goals determined by the Board. |
• | Options to purchase 500,000 of the Company’s common shares at an exercise price per share equal to the fair market value on the date of grant (the “ Inducement Options one-year anniversary of the date of grant, and thereafter 1/36 of the remaining Inducement Options will vest on the last day of each month, until all of the Inducement Options have vested, subject to Mr. Galbraith’s continued service. |
• | Eligibility to participate in the Company’s employee benefit plans, policies and arrangements that, in the aggregate, are reasonably consistent with other executive officers generally. |
• | Enrollment in a qualifying pension scheme under the UK Pensions Act 2008. |
• | Reimbursement of relocation expenses up to a maximum gross amount of $300,000, grossed up for the impact of any taxable withholding, for reasonable moving expenses incurred by Mr. Galbraith and his immediate family during relocation from Mr. Galbraith’s primary residence to the Vancouver, British Columbia or Seattle, Washington area during the first eighteen months of employment. The total amount reimbursed shall be repaid to the Company if Mr. Galbraith’s employment terminates within two years following the effective date of employment. |
• | Temporary housing through the earlier of Mr. Galbraith’s relocation or the date that is 18 months following the effective date of employment, grossed up for the impact of any tax withholding. |
• | A tax equalization payment if Mr. Galbraith is subject to income taxation or other taxation outside of the United Kingdom during the period of his employment, grossed up for the impact of any tax withholding, and tax preparation services. |
• | If the Company terminates Mr. Galbraith’s employment, then Mr. Galbraith will be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary. If such termination of employment or resignation occurs on or after the fourth year of employment, Mr. Galbraith will be eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of eighteen months. Mr. Galbraith will also be eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan. |
• | In the event of termination on death or disability, as defined in the Company’s long-term disability plan or policy then in effect with respect to him, Mr. Galbraith, or his estate, will receive (x) a lump sum payment equal to the difference between (1) eighteen months of base salary plus target annual cash bonus as of the date of death or disability and (2) the amount that Mr. Galbraith or his estate will receive as a result of death or disability under the Company’s applicable insurance policies in effect as of the date of termination, (y) group extended health and dental benefits continuation for his surviving family members for eighteen months (or lump sum payment for the premium costs of such benefits in lieu thereof), and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants made to Mr. Galbraith as of the date of death or disability. |
• | If Mr. Galbraith’s employment is terminated by the Company without cause within twelve months following, or within three months prior to, a Change of Control (as defined in the Galbraith Employment Agreement), Mr. Galbraith will be eligible to receive (x) a lump sum payment of eighteen months of base salary and 100% of target annual cash bonus as of the date of termination, (y) group extended health and dental benefits continuation as of the date of termination for eighteen months (or lump sum payment for the premium costs of such benefit plans in lieu thereof) and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination. Such payments will be subject to Mr. Galbraith entering into a valid settlement agreement with the Company. |
• | In addition, the Galbraith Employment Agreement requires Mr. Galbraith, among other things, not to compete, either directly or indirectly, with the Company while employed by the Company and for up to six months following the termination of his employment with the Company. The Galbraith Employment Agreement also requires Mr. Galbraith not to solicit the Company’s employees or consultants to terminate their relationship with the Company while he is employed by the Company and for up to one year following the termination of his employment with the Company. |
• | A lump sum payment of $889,638, equivalent to eighteen months of base salary. |
• | Payment of the annual performance bonus for 2021 that he would have received had he remained employed with the Company through the applicable bonus payment date, calculated based on actual achievement of the applicable performance goals under the bonus plan as determined by the Board of Directors. Payment of the bonus, if any, will be made in a lump sum at the same time as the other Company senior executives receive their 2021 bonus. As described in the “Cash Bonus” section above, the Compensation Committee determined that the 2021 goals were not achieved at a level sufficient to warrant the payment of a bonus to executives, and therefore no bonus was paid to Dr. Tehrani. |
• | Eligibility to participate in the Company’s employee benefit plans for the lesser of (a) eighteen months from January 15, 2022 (the “ Tehrani Termination Date |
• | Entry into a Consulting Services Agreement, whereby he will assist certain transitional matters at the request and direction of the Company on an as needed basis. The Consulting Services agreement will begin on the Tehrani Termination Date and cease on September 30, 2023. Dr. Tehrani will be entitled to continued vesting and exercise benefits for outstanding stock options and restricted stock units under the Company’s equity incentive plans for the duration of the Consulting Services Agreement. Following the termination of the Consulting Services Agreement, and provided that Dr. Tehrani has satisfactorily performed his duties as chief executive officer between the date of the Tehrani Separation Agreement and the Tehrani Termination Date and timely executes a supplemental release agreement, he will have 12 months from the termination of the Consulting Services Agreement to exercise any vested Company stock options, subject to any such options’ earlier expiration during such period. |
• | Reimbursement for all reasonable and documented business expenses actually and properly incurred in relation to Company business up to the Tehrani Termination Date. |
• | An increase to his annual base salary from $437,124 to $458,000; and |
• | An increase to his annual discretionary bonus opportunity from 40% to 45% of his annual base salary, based upon the achievement of certain Company goals determined by the Board. |
• | Severance paid in installments of $18,367.00 on each of the Company’s semi-monthly payroll dates for the twelve (12) month period beginning on the first payroll date to occur after March 22, 2022; provided, however, that any such payments that would, according to such schedule, be paid after March 15, 2023, will be accelerated and paid on the Company’s first regular payroll date in March 2023 that occurs on or before March 15, 2023. |
• | Reimbursement for Dr. Polverino’s payments for COBRA coverage for the lesser of (i) twelve (12) months or (ii) until Dr. Polverino has secured health insurance coverage through a new employer. |
• | Severance paid installments of $16,667.00 on each of the Company’s semi-monthly payroll dates for the twelve (12) month period beginning on the first payroll date to occur after February 12, 2022. |
• | Reimbursement for Mr. Priour’s payments for COBRA coverage for the lesser of (i) twelve (12) months or (ii) until Mr. Priour has secured health insurance coverage through a new employer. |
Name and Principal Position |
Event |
Severance ($) |
Options ($) (1) (2) |
Restricted Stock Units ($) (3) |
Other Payments ($) (1) (4) |
Total ($) |
||||||||||||||||
Ali Tehrani, Former President & CEO |
Termination other than for cause |
889,638 | 5,418,454 | — | 5,377 | 6,313,469 | ||||||||||||||||
Termination following a change of control event (double trigger) |
1,186,184 | 5,516,376 | 662,435 | 7,169 | 7,372,164 | |||||||||||||||||
Neil Klompas, Chief Operating Officer (former CFO) |
Termination other than for cause |
655,686 | 2,137,014 | — | 5,377 | 2,798,077 | ||||||||||||||||
Termination following a change of control event (double trigger) |
655,686 | 2,175,658 | 215,119 | 5,377 | 3,051,840 | |||||||||||||||||
Neil Josephson, Chief Medical Officer |
Termination other than for cause |
480,000 | — | — | 33,240 | 513,240 | ||||||||||||||||
Termination following a change of control event (double trigger) |
720,000 | — | 395,261 | 49,860 | 1,165,121 | |||||||||||||||||
Anthony Polverino, Former Executive VP, Early Development & Chief Scientific Officer |
Termination other than for cause |
440,800 | 121,200 | — | 27,951 | 589,951 | ||||||||||||||||
Termination following a change of control event (double trigger) |
661,200 | 172,364 | 215,119 | 41,927 | 1,090,610 | |||||||||||||||||
James Priour, Former Chief Commercial Officer |
Termination other than for cause |
400,000 | — | — | 33,240 | 433,240 | ||||||||||||||||
Termination following a change of control event (double trigger) |
600,000 | — | 176,750 | 49,860 | 826,610 | |||||||||||||||||
Diana Hausman, Former Chief Medical Officer |
Termination other than for cause |
540,687 | — | — | — | 540,687 | ||||||||||||||||
Termination following a change of control event (double trigger) |
695,169 | — | — | — | 695,169 |
(1) | Canadian dollar amounts have been converted to U.S. dollars based on the historical Canadian to U.S. average daily rate of exchange as at December 31, 2021. |
(2) | The value of accelerated vesting of options is calculated based on the closing price on the NYSE of $16.39 per share as of December 31, 2021. |
(3) | The value of accelerated vesting of restricted stock units is calculated based on the closing price on the NYSE of $16.39 per share as of December 31, 2021. |
(4) | For Canadian named executive officers (Dr. Tehrani and Mr. Klompas) amounts shown in the “Other Payments” column relate to contributions to our extended medical benefits premiums. For U.S. named executive officers (Dr. Hausman, Dr. Polverino, Dr. Josephson and Mr. Priour), these amounts relate to health benefits plan premiums. For our Canadian named executive officers, these amounts are denominated in U.S. dollars but paid in Canadian dollars. |
Name |
Fees Earned or Paid in Cash ($) |
Option Awards ($) (1) (2) |
Total ($) |
|||||||||
Troy M. Cox |
52,316 | 172,408 | 224,724 | |||||||||
Kenneth Hillan |
56,286 | 172,408 | 228,694 | |||||||||
Susan Mahony |
53,580 | 172,408 | 225,988 | |||||||||
Kelvin Neu (3) |
47,166 | 172,408 | 219,574 | |||||||||
Hollings C. Renton |
51,727 | 172,408 | 224,135 | |||||||||
Natalie Sacks |
59,749 | 172,408 | 232,157 | |||||||||
Lota Zoth |
90,612 | 172,408 | 263,020 |
(1) | The amounts set forth in this column reflect the aggregate grant date fair value for option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock-Based Compensation” included in our Annual Report on Form 10-K |
(2) | As of December 31, 2021, directors held the following number of options to purchase Company common shares: (i) Mr. Cox, 48,000; (ii) Dr. Hillan, 59,425; (iii) Dr. Mahony, 48,000; (iv) Dr. Neu, 9,000; (v) Mr. Renton, 59,425; (vi) Dr. Sacks, 53,140; and (vii) Ms. Zoth, 61,117. |
(3) | Dr. Neu joined the Company’s Board of Directors in March 2020. Dr. Neu was an employee of Baker Bros. Advisors LP until January 2021. Pursuant to the terms of Dr. Neu’s employment by Baker Brothers Advisors LP, the fees earned in 2020 were remitted to Baker Bros. Advisors LP and the options granted to him in 2020 were, and will continue to be, beneficially owned by Baker Bros. Advisors LP. |
• | The cash component for Board of Directors and committee membership was maintained at the 2021 levels, with the exception that the cash retainer fee for service as lead independent director was reduced from $70,000 to $65,000. |
• | The initial option grants for new directors, to be granted upon joining the Board of Directors, was changed from 18,000 options to 40,000 options, with the vesting schedule remaining as 1/36 vesting on each monthly anniversary of the effective award date; and |
• | The annual equity grant to directors, to be granted at a time of the Company’s annual general meeting of shareholders, was changed from 9,000 options to 20,000 options, with the vesting schedule remaining that such options cliff vest on the date of the next year’s annual general meeting of shareholders. |
Amount ($) |
||||
Board of Directors: |
||||
Member |
40,000 | |||
Chair or Lead Independent Director |
70,000 | |||
Audit Committee: |
||||
Member |
7,500 | |||
Chair |
15,000 | |||
Compensation Committee: |
||||
Member |
5,000 | |||
Chair |
10,000 | |||
Nominating and Corporate Governance Committee: |
||||
Member |
3,750 | |||
Chair |
7,500 | |||
Research and Development Committee: |
||||
Member |
6,000 | |||
Chair |
15,000 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) |
Weighted average exercise price of outstanding options, warrants, and rights (2) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) |
|||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holder |
||||||||||||
Equity Compensation Plan |
6,618,717 | (3) |
$ | 26.67 | (4) |
952,632 | ||||||
ESPP |
— | $ | — | 1,482,477 | ||||||||
Original Plan |
1,078,121 | $ | 12.66 | (5) |
— |
(1) | Includes restricted stock units. |
(2) | Does not include restricted stock units, which do not have an exercise price. |
(3) | The original maximum number of common shares reserved for issuance under the Equity Compensation Plan as of June 7, 2018, was 5,686,097. Beginning in 2019 and ending in 2028, this maximum number may be increased on the first day of each calendar year by up to 4.0% of the number of outstanding shares on the last day of the immediately preceding calendar year. |
(4) | Stock options granted under the Equity Compensation Plan are granted with exercise prices in both Canadian dollars and U.S. dollars. As of December 31, 2021, there were 6,327,448 outstanding stock options under the Equity Compensation Plan, consisting of 1,410,534 stock options with a weighted average exercise price of C$34.01 ($27.13 based on the U.S. dollar per Canadian dollar exchange rate of 0.7978, which was the average annual Bank of Canada exchange rate for 2021) and 4,916,914 stock options with a weighted average exercise price of $26.59. |
(5) | Stock options granted under the Original Plan were granted with exercise prices in Canadian dollars. As of December 31, 2021, there were 1,078,121 outstanding stock options under the Original Plan, with a weighted average exercise price of C$15.87 ($12.66 based on the U.S. dollar per Canadian dollar exchange rate of 0.7978, which was the average annual Bank of Canada exchange rate for 2021). |
Original Plan |
Equity Compensation Plan |
ESPP |
||||||||||
Number of outstanding securities awarded under plan |
1,078,121 | 6,681,717 | 178,734 | (1) | ||||||||
Issued and outstanding securities under plan as a percentage of issued and outstanding shares |
2.3 | % | 14.3 | % | 0.4 | % | ||||||
Number of securities available for grant under plan |
— | 952,632 | 1,482,477 | |||||||||
Number of securities available for grant under plan as a percentage of issued and outstanding shares |
— | 2.0 | % | 3.2 | % |
(1) | Amount reflects the total number of outstanding securities awarded under the ESPP since the Company’s inception. |
Original Plan |
Equity Compensation Plan |
|||||||
Year ended December 31, 2021 |
0 | % | 4.9 | % | ||||
Year ended December 31, 2020 |
0 | % | 3.5 | % | ||||
Year ended December 31, 2019 |
0 | % | 4.9 | % |
• | each person who is known by us to beneficially own more than 5% of our common shares; |
• | each named executive officer; |
• | each of our directors; and |
• | all executive officers and directors as a group. |
Name and Address of Beneficial Owner |
Shares Beneficially Owned |
Percentage of Shares Beneficially Owned |
||||||
5% and Greater Shareholders: |
||||||||
Baker Bros. Advisors LP |
6,218,706 | (1) |
9.99 | % | ||||
Armistice Capital, LLC |
3,965,197 | (2) |
6.56 | % | ||||
Perceptive Advisors LLC |
3,679,845 | (3) |
6.37 | % | ||||
All Blue Falcons FZE |
3,419,498 | (4) |
5.92 | % | ||||
Directors and Named Executive Officers: |
||||||||
Christopher Astle (5) |
5,342 | (6) |
* | |||||
Troy M. Cox |
55,500 | (7) |
* | |||||
Kenneth Galbraith |
— | — | ||||||
Diana Hausman |
7,377 | (8) |
* | |||||
Kenneth Hillan |
59,425 | (9) |
* | |||||
Neil Josephson |
92,001 | (10) |
* | |||||
Neil Klompas |
513,644 | (11) |
* | |||||
Susan Mahony |
48,000 | (12) |
* | |||||
Kelvin Neu |
9,000 | (13) |
* | |||||
Anthony Polverino |
165,674 | (14) |
* | |||||
James Priour |
20,363 | (15) |
* | |||||
Hollings C. Renton |
59,425 | (16) |
* | |||||
Natalie Sacks |
53,140 | (17) |
* | |||||
Ali Tehrani |
1,542,051 | (18) |
2.61 | % | ||||
Lota Zoth |
61,117 | (19) |
* | |||||
All Directors and Executive Officers: |
||||||||
All current executive officers and directors as a group (11) persons) (20) |
956,594 | 1.63 | % |
* | Less than one percent |
(1) | Based on a Schedule 13G/A filed February 14, 2022 and company records, consists of 22,000 common shares issuable upon exercise of options exercisable within 60 days after April 15, 2022, 1,708,472 common shares and 4,488,234 shares issuable upon exercise of prefunded warrants held by Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker. The address for these entities and individuals is 860 Washington Street, 3 rd Floor, New York, NY 10014. |
(2) | Based on a Schedule 13F filed February 14, 2022 and company records, consists of 1,250,197 common shares as of December 31, 2022 and 2,715,000 shares issuable upon exercise of prefunded warrants held by Armistice Capital, LLC. The address for this entity is 510 Madison Avenue, 7th Floor, New York, New York 10022. |
(3) | Based solely on a Schedule 13G/A filed February 14, 2022, consists of 3,679,845 common shares held by Perceptive Advisors LLC, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. as of December 31, 2021. The address for these entities and individual is 51 Astor Place, 10 th Floor, New York, NY 10003. |
(4) | Based solely on a Schedule 13D/A filed April 28, 2022, consists of 3,139,498 common shares directly beneficially owned by All Blue Falcons FZE and 280,000 common shares underlying call options (and including 200,000 shares purchased after April 15, 2022 as set forth in such Schedule 13D). Daniel Edward Llewellen Cookson may be deemed to beneficially own all of these common shares by virtue of his position as a control person of All Blue Falcons FZE. The address for this entity and individual is Office 2301, 23 rd Floor API Trio Tower, Al Bashra 1, Dubai, United Arab Emirates. |
(5) | Dr. Astle is not a named executive officer in this Form 10-K/A, but he is a current executive officer as a result of his appointment as Chief Financial Officer on February 24, 2022. |
(6) | Consists of 670 common shares and 4,672 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(7) | Consists of 7,500 common shares and 48,000 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(8) | Shareholdings are based on information available to the Company as of the date of Dr. Hausman’s resignation in May 2021. Consists of 5,377 shares held personally and 2,000 shares held by Dr. Hausman’s spouse as of May 15, 2021, Dr. Hausman’s last day as an employee of the Company. |
(9) | Consists of 59,425 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(10) | Consists of 9,514 common shares and 82,487 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(11) | Consists of 13,276 shares held personally and 700 shares held by S. Jennifer Heine, and 499,668 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(12) | Consists of 48,000 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(13) | Consists of 9,000 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. Dr. Neu was an employee of Baker Bros. Advisors LP until January 2021. Pursuant to the terms of Dr. Neu’s employment by Baker Brothers Advisors LP, options granted to him in 2020 were, and will continue to be, beneficially owned by Baker Bros. Advisors LP. |
(14) | Shareholdings are based on information available to the Company as of the date of Dr. Polverino’s termination in January 2022. Consists of 36,407 common shares and 129,267 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(15) | Shareholdings are based on information available to the Company as of the date of Mr. Priour’s termination in January 2022. Consists of 2,513 common shares and 17,850 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(16) | Consists of 59,425 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(17) | Consists of 53,140 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(18) | Consists of 260,325 common shares held personally and 55,511 common shares held by Charissa Tehrani, and 1,226,215 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(19) | Consists of 61,117 common shares issuable upon the exercise of options exercisable within 60 days after April 15, 2022. |
(20) | Although Dr. Hausman, Dr. Polverino, Mr. Priour and Dr. Tehrani are considered named executive officers for the purposes of this Form 10-K/A, they are no longer with the Company and are thus not included in the total of shares beneficially owned by the directors and executive officers as a group. |
Item 13. |
Certain Relationships and Related Transactions and Director Independence |
• | is a party to the contract or transaction; |
• | is a director or officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or |
• | has a material interest in a party to the contract or transaction. |
Director |
Reporting Issuer | |
Troy M. Cox |
SomaLogic, Inc. SOPHIA GENETICS SA | |
Kenneth Galbraith |
Profound Medical Corp. | |
Kenneth Hillan |
Sangamo Therapeutics, Inc. | |
Susan Mahony |
Assembly Biosciences, Inc. Horizon Therapeutics Public Limited Company Vifor Pharma Ltd. | |
Hollings C. Renton |
AnaptysBio, Inc. | |
Natalie Sacks |
Caribou Biosciences, Inc. | |
Lota Zoth |
89 Bio, Inc. Inovio Pharmaceuticals, Inc. Lumos Pharma, Inc. |
Item 14. |
Principal Accounting Fees and Services |
2021 ($) (5) |
2020 ($) (6) |
|||||||
Audit Fees (1) |
639,300 | 523,800 | ||||||
Audit Related Fees (2) |
— | — | ||||||
Tax Fees (3) |
293,800 | 242,600 | ||||||
All Other Fees (4) |
— | — | ||||||
Total Fees Paid |
933,100 | 766,400 |
(1) | Fees for audit service on an accrued basis. |
(2) | Fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements. |
(3) | Fees for professional services rendered for tax compliance, tax advice and tax planning. |
(4) | All other fees billed by the auditor for products and services not included in the foregoing categories. |
(5) | Canadian dollar amounts have been converted to U.S. dollars based on the historical Canadian to U.S. average daily rate of exchange as at December 31, 2021. |
(6) | Canadian dollar amounts have been converted to U.S. dollars based on the historical Canadian to U.S. average daily rate of exchange as at December 31, 2020. |
Item 15. |
Exhibits, Financial Statement Schedules |
Exhibit No. |
Description | |
3.1 | ||
3.2 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
4.5 | ||
4.6 | ||
10.1# | ||
10.2# | ||
10.3# | ||
10.4# | ||
10.5# |
10.6# | ||
10.7# | ||
10.8† | ||
10.9† | ||
10.10† | ||
10.11† | ||
10.12† | ||
10.13† | ||
10.14† | ||
10.15† | ||
10.16* | ||
10.17* | ||
10.18* | ||
10.19* | ||
10.20† | ||
10.21† |
10.22* | ||
10.23* | ||
10.24* | ||
10.25* | ||
10.26† | ||
10.27* | ||
10.28* | ||
10.29† | ||
10.30† | ||
10.31* | ||
10.32 | ||
10.33# | ||
10.34† | ||
10.35† | ||
10.36† |
10.37† | ||
10.38† | ||
10.39* | ||
10.40* | ||
10.41* | ||
10.42† | ||
10.43* | ||
10.44* | ||
10.45* | ||
10.46† | ||
10.47* | ||
10.48 | ||
10.49 | ||
10.50 | ||
10.51 | ||
10.52 | ||
10.53# |
10.54* | ||
10.55* | ||
10.56 | ||
10.57# | ||
10.58 | ||
10.59 | ||
10.60# | ||
10.61# | ||
10.62# | ||
10.63# | ||
10.64# | ||
10.65# | ||
10.66# | ||
10.67# | ||
10.68# | ||
10.69# | ||
10.70# | ||
10.71# | ||
10.72# |
21.1 | ||
23.1 | ||
31.1 | ||
31.2 | ||
31.3 | ||
31.4 | ||
32.1 | ||
32.2 | ||
101 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as at December 31, 2021 and 2020, (ii) Consolidated Statements of Loss and Comprehensive Loss for the years ended December 31, 2021, 2020 and 2019, (iii) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2021, 2020 and 2019, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 and (vi) Notes to Consolidated Financial Statements. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
† | The Company has omitted portions of the referenced exhibit pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act. |
* | Certain portions of this exhibit (indicated by “[…***…]”) have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and the Company customarily and actually treats such omitted information as private or confidential. |
# | Indicates management contract or compensatory plan. |
ZYMEWORKS INC. | ||
By: | /s/ Kenneth Galbraith | |
Name: |
Kenneth Galbraith | |
Title: |
Chair of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer) |
Signature |
Title |
Date | ||
/s/ Kenneth Galbraith |
Chair of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer) |
May 2, 2022 | ||
Kenneth Galbraith | ||||
/s/ Christopher Astle |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 2, 2022 | ||
Christopher Astle | ||||
* |
Director | May 2, 2022 | ||
Troy M. Cox | ||||
* |
Director | May 2, 2022 | ||
Kenneth Hillan | ||||
* |
Director | May 2, 2022 | ||
Susan Mahony | ||||
* |
Director | May 2, 2022 | ||
Kelvin Neu | ||||
* |
Director | May 2, 2022 | ||
Hollings C. Renton | ||||
* |
Director | May 2, 2022 | ||
Natalie Sacks | ||||
* |
Director | May 2, 2022 | ||
Lota Zoth |
By: | /s/ Kenneth Galbraith |
|||
Kenneth Galbraith Attorney-in-fact |