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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a‑12
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IVERIC bio, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0‑11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Very truly yours,
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![]() |
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David R. Guyer, M.D.
Executive Chairman |
By order of the board of directors,
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![]() |
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David R. Guyer, M.D.
Executive Chairman |
Page
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(1)
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You may vote over the Internet during the annual meeting.
You may vote your shares over the Internet by accessing the annual meeting website by following the instructions provided in the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. You do not need to register in advance to attend the annual meeting online. You can cast your votes by following the prompts provided by the website.
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(2)
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You may vote over the Internet prior to the annual meeting
. You may vote your shares over the Internet by following the "Vote over Internet Prior to Annual Meeting" instructions on the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. If you vote over the Internet prior to the annual meeting, you do not need to vote during the annual meeting or by telephone.
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(3)
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You may vote by telephone prior to the annual meeting.
You may vote your shares by following the “Vote by Phone” instructions on the Notice or, if you choose to request paper copies of proxy materials, on the proxy card. If you vote by telephone, you do not need to vote over the Internet.
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voting online at the 2020 annual meeting;
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submitting a new proxy by following the “Vote by Internet Prior to Annual Meeting” or “Vote by Phone” instructions on the Notice or, if you choose to request paper copies of proxy materials, on the proxy card, prior to the start of the 2020 annual meeting; or
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giving our Secretary a written notice via email at proxyrequest@ivericbio.com before or at the 2020 annual meeting that you want to revoke your proxy.
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Name
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Age
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Position
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David R. Guyer, M.D. (4)
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60
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Executive chairman
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Glenn P. Sblendorio
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64
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Chief executive officer, president, and director
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Axel Bolte (1)(3)
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48
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Director
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Adrienne L. Graves, Ph.D. (2)(4)
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66
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Director
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Jane P. Henderson (1)(2)(3)
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54
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Director
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Calvin W. Roberts, M.D. (1)(2)(3)(4)
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67
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Director
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(1)
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Member of our audit committee.
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(2)
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Member of our compensation committee.
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(3)
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Member of our nominating and corporate governance committee.
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the class I directors are Ms. Henderson and Mr. Sblendorio, and their term expires at the 2020 annual meeting;
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the class II directors are Mr. Bolte and Dr. Roberts, and their term expires at our annual meeting of stockholders to be held in 2021; and
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the class III directors are Dr. Graves and Dr. Guyer, and their term expires at our annual meeting of stockholders to be held in 2022.
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chairing meetings of the independent directors in executive session;
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facilitating communications between other members of our board, our executive chairman and our chief executive officer;
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working with our executive chairman and our chief executive officer in the preparation of the agenda for each board meeting and in determining the need for special meetings of our board;
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reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our board (see “Board Processes—Communications with Stockholders” below);
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consulting with our executive chairman and our chief executive officer on matters relating to corporate governance and board performance; and
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meeting with any director who is not adequately performing his or her duties as a member of our board of directors or any committee.
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appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
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overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports and other communications from such firm;
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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
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monitoring our internal controls over financial reporting and disclosure controls and procedures;
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overseeing our risk assessment and risk management policies and programs, including our code of business conduct and ethics and our compliance activities;
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overseeing cybersecurity, including measures to protect and improve our informational technology systems, and monitoring cybersecurity and privacy risks;
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establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns;
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meeting independently with our independent registered public accounting firm and management;
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reviewing and approving or ratifying any related person transactions; and
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preparing the audit committee report required by SEC rules.
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reviewing and approving, or making recommendations to our board with respect to, the compensation of our executive chairman, our chief executive officer and our other executive officers;
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overseeing an evaluation of our senior executives;
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overseeing and administering our cash and equity incentive plans;
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reviewing and making recommendations to our board with respect to director compensation;
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overseeing and reviewing with management the human capital of the company, including ways to attract, develop and retain key employees for the growth of our business;
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reviewing and discussing annually with management our compensation disclosure required by SEC rules; and
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preparing the compensation committee report required by SEC rules.
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identifying individuals qualified to become members of our board;
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recommending to our board the persons to be nominated for election as directors and to each of our board’s committees;
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reviewing and making recommendations to our board with respect to our board leadership structure;
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reviewing and making recommendations to our board with respect to management succession planning;
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developing and recommending to our board corporate governance principles; and
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overseeing a periodic evaluation of our board.
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Dr. Graves, who served throughout the year;
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Ms. Henderson, who served starting in October 2019 following Mr. Redlick's resignation;
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Dr. Roberts, who served starting in February 2019;
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Mr. Redlick, who served until his resignation in October 2019;
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Dr. Ross, who served until his resignation in February 2019; and
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Dr. Dyrberg, who served until the expiration of his term in May 2019.
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our board’s principal responsibility is to oversee our management;
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a majority of the members of our board must be independent directors;
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the independent directors meet in executive session at least twice a year;
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directors have full and free access to management and, as necessary, independent advisors;
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new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and
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our board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively.
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the related person’s interest in the related person transaction;
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the approximate dollar value of the amount involved in the related person transaction;
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the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
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whether the transaction was undertaken in the ordinary course of our business;
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whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;
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the purpose of, and the potential benefits to us of, the transaction; and
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any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
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interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity) that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction and (c) the amount involved in the transaction is less than the greater of $200,000 or 5% of the annual gross revenues of the company receiving payment under the transaction; and
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a transaction that is specifically contemplated by provisions of our charter or bylaws.
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Name
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Shares of Common Stock Purchased or Shares of Common Stock Represented by Pre-Funded Warrants Purchased
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Aggregate Purchase Price
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Glenn P. Sblendorio (1)
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62,500
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$250,000
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Stonepine Capital, L.P. (2)
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2,500,000
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$9,997,500
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(1)
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Mr. Sblendorio was our president and chief executive officer, and a director, at the time the transaction was entered into. He purchased 62,500 shares of our common stock at the public offering price of $4.00 per share.
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(2)
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Stonepine Capital, L.P. and its affiliates were collectively a more than 5% shareholder at the time the transaction was entered into. Stonepine Capital, L.P. purchased a pre-funded warrant to purchase 2,500,000 shares of our common stock at the public offering price of $3.99 per share underlying such pre-funded warrant.
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Name
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Age
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Position
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Glenn P. Sblendorio
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64
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Chief executive officer and president
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David R. Guyer, M.D.
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60
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Executive chairman
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David F. Carroll
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54
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Senior vice president, chief financial officer and treasurer
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Keith Westby
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45
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Senior vice president and chief operating officer
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Name
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Position
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Glenn P. Sblendorio
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Chief executive officer and president
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David R. Guyer
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Executive chairman
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David F. Carroll
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Senior vice president, chief financial officer and treasurer
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Keith Westby
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Senior vice president and chief operating officer
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•
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delivered topline data from our randomized, controlled OPH2003 clinical trial, confirming that Zimura® (avacincaptad pegol), our complement factor C5 inhibitor, met its prespecified primary endpoint in reducing the mean rate of geographic atrophy (GA) growth in patients with dry age-related macular degeneration (AMD);
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initiated toxicology studies for IC-100, our novel adeno-associated virus (AAV) gene therapy product candidate for the treatment of rhodopsin-mediated autosomal dominant retinitis pigmentosa, in line with our plans to initiate a Phase 1/2 clinical trial for IC-100 during the fourth quarter of 2020 as of the end of 2019;
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identified and selected a contract manufacturer and continued preparations for investigational new drug (IND)-enabling activities for IC-200, our novel AAV gene therapy product candidate for the treatment of BEST1-related inherited retinal diseases, in line with our plans to initiate a Phase 1/2 clinical trial for IC-200 during the first half of 2021 as of the end of 2019;
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entered into an exclusive global license agreement with the University of Pennsylvania and the University of Florida Research Foundation for rights to develop and commercialize IC-200;
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entered into an exclusive global license agreement with the University of Massachusetts for rights related to our miniCEP290 gene therapy program for the treatment of Leber Congenital Amaurosis type 10;
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completed an underwritten public offering that raised approximately $42.6 million in net proceeds;
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hosted multiple R&D symposiums to educate investors regarding our Zimura and gene therapy programs;
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re-branded the company, changing our name from Ophthotech Corporation to IVERIC bio, Inc. and launching a new website;
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ended 2019 with approximately $125.7 million in cash and cash equivalents; and
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made several key hires to support our gene therapy research and development programs, including a chief scientific officer, to help position us to move our gene therapy pipeline forward.
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What We Do
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• Pay-for-performance philosophy and culture - significant portion of NEO compensation is “at risk” based on company performance
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• Performance-based stock option awards for our chief executive officer and executive chairman
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• Annual stockholder outreach with thoughtful consideration of feedback received
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• Provide comprehensive and transparent compensation disclosure to our stockholders; include robust CD&A disclosure despite our “smaller reporting company” status and being eligible to omit this disclosure from our proxy statement
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• Objective performance criteria for short-term cash incentive program set at the beginning of each year based on key strategic, operational, financial and other company goals for the coming year
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• Payouts under short-term cash incentive program limited to 150% of each NEOs target opportunity
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• Rigorous stock ownership and retention requirements for all NEOs and non-employee directors
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• Comprehensive clawback policy applicable to both cash and equity incentive compensation
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• Responsible use of shares under our long-term incentive program
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• Regularly consult with an independent advisor on compensation levels and practices
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• Focus on recruiting board members with different experiences and perspectives when board openings occur or new board members are sought
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• Annual review of corporate governance provisions in our certificate of incorporation and bylaws
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• Assess risks when establishing our compensation policies and practices
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What We Don’t Do
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X No immediate vesting (“single‑trigger”) of stock options or restricted stock units upon change of control or other similar events
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X No hedging or pledging of company stock permitted other than pledges in certain limited, pre-approved circumstances
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X No excise tax gross-up provisions in employment contracts
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X No above-market executive severance packages
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X No backdating or repricing of stock option awards
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X No supplemental executive retirement plans
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X No highly leveraged incentive plans that encourage excessive risk taking
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X No excessive perquisites
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attract, retain and motivate experienced and talented executives;
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align the interests of our executives with our stockholders by rewarding performance that leads to the creation of stockholder value;
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promote the achievement of key strategic, development and operational performance measures by linking compensation to the achievement of measurable corporate goals; and
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provide an opportunity for executives to realize value over the long-term based on company performance and appreciation in our stock price.
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base salary;
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short-term cash incentive awards; and
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long-term equity incentive awards.
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to ensure adequate currently‑paid base compensation to attract and retain talent;
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to provide rewards for meeting near-term business goals; and
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to provide incentives to align the interests of our management with those of our stockholders by incentivizing our executives to take steps to maximize our long‑term value.
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each component of compensation, including 2019 base salary, 2019 short-term cash incentive opportunity and the long-term equity awards granted in December 2018 as incentive compensation for 2019 and beyond;
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long-term and short-term compensation; and
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“at risk” pay.
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SCT compensation consists of the aggregate three-year pay for Dr. Guyer (first half of 2017), and Mr. Sblendorio (second half of 2017 and full-year 2018 and 2019). SCT pay consists of: (i) actual base salary; (ii) the value of the retention award (consisting of a mix of cash and restricted stock units) granted to Dr. Guyer on the grant date in January 2017, based on the expected cash value and grant date fair value of the restricted stock units, calculated as required for the SCT; (iii) actual short-term cash incentive awards earned; and (iv) the fair value of all long‑term incentive awards on the date of grant, calculated as required for the SCT.
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Realizable pay as of FYE consists of (i) actual base salary; (ii) the value of the 2017 retention award realized by Dr. Guyer based on the cash value and the value of the shares issued upon vesting of the restricted stock units in June 2017 and December 2017; (iii) actual short-term cash incentive awards earned; and (iv) the value of long‑term incentive awards on the vesting date (if vested) or on December 31, 2019 (if unvested), which was the last trading day of 2019.
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Realizable pay as of 3/31/20 consists of (i) actual base salary; (ii) the value of the 2017 retention award realized by Dr. Guyer based on the cash value and the value of the shares issued upon vesting of the restricted stock units in June 2017 and December 2017; (iii) actual short-term cash incentive awards earned; and (iv) the value of long‑term incentive awards on the vesting date (if vested) or on March 31, 2020 (if unvested), which was the last trading day of the first quarter of 2020.
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the level of performance and contributions made by our NEOs, including performance against individual goals and eligibility to participate in our short-term cash incentive program;
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the need for salary increases; and
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whether or not equity awards should be made and the recommended amounts.
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biotechnology or pharmaceutical industry;
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•
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Phase 2 stage of clinical development;
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•
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market capitalization in the range of $30 million to $300 million; and
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fewer than 120 employees.
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Aevi Genomic Medicine, Inc.*
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Conatus Pharmaceuticals Inc.*
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Outlook Therapeutics, Inc. (formerly Oncobiologics, Inc.)*
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Aldeyra Therapeutics, Inc.
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CTI BioPharma Corp.
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Sesen Bio, Inc. (formerly Eleven Biotherapeutics, Inc.)
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Asterias Biotherapeutics, Inc.*
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Gemphire Therapeutics Inc.*
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Sunesis Pharmaceuticals Inc.*
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Catabasis Pharmaceuticals Inc.*
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Immune Design Corporation
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Tracon Pharmaceuticals, Inc.
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Chimerix, Inc.
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Merrimack Pharmaceuticals Inc.*
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Cidara Therapeutics, Inc.
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NewLink Genetics Corporation
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*
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New company for 2019 peer group.
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•
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biotechnology or pharmaceutical industry;
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•
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Phase 2 or Phase 3 stage of clinical development;
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•
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focus in gene/cell therapy and/or ophthalmology;
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•
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market capitalization in the range of $50 million to $400 million; and
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•
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fewer than 120 employees.
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Aldeyra Therapeutics, Inc.
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Chimerix, Inc..
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Ovid Therapeutics Inc.*
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Apellis Pharmaceuticals, Inc.*
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Cidara Therapeutics, Inc.
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Sesen Bio, Inc.
|
Axovant Gene Therapies Ltd.*
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Constellation Pharmaceuticals, Inc.*
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Sunesis Pharmaceuticals Inc.
|
Catabasis Pharmaceuticals Inc.
|
Exicure, Inc.*
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Syndax Pharmaceuticals, Inc.*
|
Catalyst Biosciences, Inc.*
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Eyenovia, Inc.*
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Xoma Corporation*
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Cellular Biomedicine Group, Inc.*
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Matinas BioPharma Holdings, Inc.*
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Zynerba Pharmaceuticals, Inc.*
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*
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New company for 2020 peer group.
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•
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establishment of corporate goals for our short-term cash incentive program and individual goals for our executive officers that are consistent with our annual operating and strategic plans, that are designed to achieve the proper risk/reward balance, and that should not require excessive risk taking to achieve;
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•
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the mix between fixed and variable, annual and long‑term and cash and equity compensation is designed to encourage strategies and actions that balance our short‑term and long‑term best interests (for example, our short-term cash incentive program provides an incentive to accomplish short-term objectives while our policy of limiting the maximum payout under the program to 150% of each NEO’s target opportunity provides a cap on the reward for short-term performance, which is designed to focus NEOs on long-term value creation);
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equity awards generally vest over a period of time, which we believe encourages executives to take a long‑term view of our business; and
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our ownership guidelines, which require NEOs to hold equity over a specified time-period and above a certain value, further align executive interests with the interests of our stockholders.
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Name
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2019
Base Salary |
% Increase
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2020
Base Salary |
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Glenn P. Sblendorio
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$625,000
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2.4%
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$640,000
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David R. Guyer
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$525,000
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0%
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$525,000
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David F. Carroll
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$390,150
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2%
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$397,950
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Keith Westby
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$386,100
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3%
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$397,680
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Name
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Target (as a % of base salary)
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Glenn P Sblendorio
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65%
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David R. Guyer
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50%
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David F. Carroll
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40%
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Keith Westby
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40%
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2019 Corporate Goals
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Weighting
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Assessment
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Final Rating
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Gene Therapy
- Initiate GLP toxicology study in 2019 for IC-100 and be on target to file IND in 2020 (10%)
- Identify and select manufacturing partner; initiate IND enabling activities for IC-200 and be on target to file IND in 2021 (10%)
- Obtain data to make go/no-go decision to enter pre-clinical research for at least one minigene program at UMass (10%)
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30%
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Achieved
- GLP toxicology study initiated during 2019; on target for IND filing in 2020 at end of 2019
- Contract manufacturer for IC-200 selected during 2019; IND enabling activities initiated; on target for IND filing in 2021 at end of 2019
- Exclusive license agreement for miniCEP290 program executed in July 2019 based on research data
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30%
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|||
Zimura
- Topline data available for Zimura OPH2003 (GA) by end of
2019 (10%)
- Zimura meets primary endpoint with an acceptable safety profile to move to Phase 3 trial (stretch goal: 20% above)
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10%
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Over Achieved
- Provided top-line 12-month data for OPH2003 during 2019
- Zimura met primary endpoint for both 2mg and 4mg doses with safety profile to move forward to Phase 3 trial (20%)
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30%
|
|||
HtrA1 Inhibitor Program
- Progress formulation development activities for HtrA1 inhibitor program to enable IND filing in 2020
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15%
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Achieved
- Progress made on formulation activities; plan changed to target 2021 IND filing; measure modified accordingly
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15%
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Business Development
- Execute on one or more acquisition or inlicense transactions if third party funding is available for at least 50% of the upfront and first year development cost (5%)
- Execute license agreement for IC-200 with UPenn/UF and/or with UMass by end of 2019 (5%)
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10%
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Partially Achieved
- Not achieved
- License agreement for IC-200 and with UMass executed during 2019
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5%
|
|||
Finance
- Have at least 30 months of cash at the end of 2019* (20%)
- Year-end cash balance to be at least 95% of 2019 budget target (5%)
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25%
|
Achieved
- Measure achieved based on cash runway at end of 2019 in relation to programs that were ongoing at the beginning of 2019;
- Successful data outcome for OPH2003; public offering with net proceeds of $42.6 million; runway affected by Phase 3 plans
- Target year-end cash balance of $80.0 million
- Actual year-end cash balance of $125.7 million
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25%
|
|||
Rebranding
- Complete company name change, launch new website, new corporate presentation
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5%
|
Achieved
- Successful company name change and rebranding completed in April 2019
|
5%
|
|||
Culture/Human Resources
- Corporate engagement and maintain culture
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5%
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Achieved
- Undertook several initiatives to continue to develop company culture and retain and develop key talent; several key hires made
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5%
|
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Totals
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100%
(120% w/ stretch)
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115%
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*
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Based on the company’s business plan as of the beginning of 2019, limited to the continuation of the company’s research and development programs ongoing at such time, and exclusive of any additional expenditures, including associated development costs, in the event any of these programs advanced to the next stage of development or the company in-licensed or acquired any new product candidates or commenced any new sponsored research programs.
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Name
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Target (as a % of base salary)
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Target Amount
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Corporate Achievement
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Individual Achievement
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Overall Achievement
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2019 Payout
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||||||
Glenn P. Sblendorio
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65%
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$406,250
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115%
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n/a
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115%
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$467,190
|
||||||
David R. Guyer
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50%
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$262,500
|
115%
|
n/a
|
115%
|
$301,880
|
||||||
David F. Carroll
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40%
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$156,060
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115%
|
115% (1)
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115%
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$179,470
|
||||||
Keith Westby
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40%
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$154,440
|
115%
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127% (2)
|
118.5%
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$183,010
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(1)
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Mr. Carroll’s individual goal achievement rating of 115% was based upon: (i) completing internal reporting requirements ahead of schedule and (ii) financial results exceeding budget for cash and operating loss.
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(2)
|
Mr. Westby’s individual goal achievement rating of 127% was based upon: (i) providing OPH2003 data ahead of schedule (ii) leading successful pre-IND meeting with the FDA for IC-200 program; and (iii) leading efforts around successful re-branding of the company.
|
•
|
a value-based approach, based on the value of the award at the time of grant; and
|
•
|
a percent of company approach, based on the size of the award relative to the number of shares a company has outstanding at the time of grant.
|
Name
|
Stock Options
|
Restricted Stock Units
|
||
Glenn P Sblendorio
|
190,000 (1)
|
95,000
|
||
David R. Guyer
|
142,500 (1)
|
71,250
|
||
David F. Carroll
|
75,000
|
40,000
|
||
Keith Westby
|
75,000
|
40,000
|
(1)
|
In addition to time-based vesting, these awards will not vest and become exercisable unless, for a period of twenty consecutive trading days, the average closing sale price of our common stock equals or exceeds 125% of the per share exercise price of the options.
|
Position
|
Ownership Guideline
|
|
Chief executive officer and executive chairman
|
3x base salary
|
|
Other named executive officers
|
1x base salary
|
|
Non-employee directors
|
3x annual cash retainer
|
•
|
an accounting restatement is required due to our material noncompliance with any financial reporting requirement under the U.S. federal securities laws; and
|
•
|
the board of directors (or a committee thereof), in its sole discretion, determines that an act or omission of a current or former executive officer contributed to the circumstances requiring the restatement and that such act or omission involved fraud or intentional misconduct
|
Adrienne L. Graves, Ph.D.
Jane P. Henderson
Calvin W. Roberts, M.D.
|
Name and principal position
|
Year
|
Salary
($) |
Bonus
($)(1) |
Stock
Awards ($)(2) |
Option
Awards ($)(2) |
Non-
Equity Incentive Plan Compensation ($)(3) |
All
Other Compensation ($)(4) |
Total
($) |
||||||||||||||||
Glenn P. Sblendorio (5)
|
2019
|
598,558
|
|
—
|
|
495,900
|
|
803,700
|
|
467,190
|
|
96,800
|
|
2,462,148
|
|
|||||||||
President and chief executive officer
|
2018
|
625,000
|
|
—
|
|
133,110
|
|
190,840
|
|
365,630
|
|
96,800
|
|
1,411,380
|
|
|||||||||
2017
|
560,000
|
|
204,188
|
|
192,765
|
|
1,648,325
|
|
406,250
|
|
100,100
|
|
3,111,628
|
|
||||||||||
David R. Guyer, M.D.(6)
|
2019
|
525,000
|
|
—
|
|
371,925
|
|
602,775
|
|
301,880
|
|
8,000
|
|
1,809,580
|
|
|||||||||
Executive chairman
|
2018
|
525,000
|
|
—
|
|
99,760
|
|
143,000
|
|
236,250
|
|
8,000
|
|
1,012,010
|
|
|||||||||
|
2017
|
625,200
|
|
304,785
|
|
287,731
|
|
1,441,714
|
|
406,380
|
|
8,000
|
|
3,073,810
|
|
|||||||||
David F. Carroll (7)
|
2019
|
390,150
|
|
—
|
|
548,100
|
|
309,615
|
|
179,470
|
|
8,000
|
|
1,435,335
|
|
|||||||||
Senior vice president, chief financial officer and treasurer
|
2018
|
382,500
|
|
—
|
|
72,500
|
|
105,711
|
|
145,730
|
|
8,000
|
|
714,441
|
|
|||||||||
2017
|
371,924
|
|
191,625
|
|
—
|
|
554,653
|
|
150,000
|
|
15,211
|
|
1,283,413
|
|
||||||||||
Keith Westby (8)
|
2019
|
386,100
|
|
—
|
|
548,100
|
|
309,615
|
|
183,011
|
|
8,000
|
|
1,434,826
|
|
|||||||||
Senior vice president and chief operating officer
|
2018
|
357,500
|
|
—
|
|
72,500
|
|
105,711
|
|
130,420
|
|
8,000
|
|
674,131
|
|
|||||||||
2017
|
323,323
|
|
136,440
|
|
—
|
|
499,581
|
|
130,000
|
|
—
|
|
1,089,344
|
|
(1)
|
The amounts reported in the “Bonus” column for 2017 reflect the cash portion of retention awards that we granted in January 2017 as an incentive for our continuing NEOs to remain with the company and which vested in two installments in June 2017 and December 2017.
|
(2)
|
The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate fair value of share-based compensation granted during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification, or ASC, Topic 718. See Note 2 to our audited financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on
February 27, 2020
, regarding assumptions underlying the valuation of equity awards. The amounts reported in the “Option Awards“ column for 2019 and 2018 reflect the grant date fair value of the RSUs granted to Mr. Sblendorio and Dr. Guyer in December 2019 and December 2018, respectively. For more information about these awards, please see Note 4 of “Grants of Plan-Based Awards Table”. The amounts reported in the “Stock Awards” column for 2017 reflect the grant date fair value of the RSU portion of retention awards that we granted in January 2017 as an incentive for our continuing NEOs to remain with the company and which vested with respect to 50% of the shares subject to the award in each of June 2017 and December 2017. In addition, until 2017 our annual equity awards were granted effective in the beginning of the calendar year taking into account performance during the previous year. For example, the compensation committee and our board of directors approved the annual equity grant for 2016 in January 2017. However, for administrative purposes, the compensation committee and our board of directors approved the annual equity grant for 2017 in December 2017 and therefore, the 2017 performance grants that previously would have occurred in January 2018 were granted in December 2017. Therefore, the amounts reported in the “Option Awards” column for 2017 for our NEOs, Mr. Sblendorio, Dr. Guyer, Mr. Carroll and Mr. Westby, include the grant date fair value of multiple stock option grants made in 2017 for different performance years. In 2018 and 2019, we continued this practice by approving annual equity grants for those years in December 2018 and December 2019, respectively.
|
(3)
|
The amounts reported in the “Non-Equity Incentive Plan Compensation” column represent awards to our NEOs under our short-term cash incentive program.
|
(4)
|
The compensation included in the “All Other Compensation” column includes the following:
|
•
|
for 2019, matching contributions that we made under our 401(k) plan, which was $8,000 for Mr. Sblendorio, $8,000 for Dr. Guyer, $8,000 for Mr. Carroll, and $8,000 for Mr. Westby, and housing payments of $88,800 for Mr. Sblendorio;
|
•
|
for 2018, matching contributions that we made under our 401(k) plan, which was $8,000 for Mr. Sblendorio, $8,000 for Dr. Guyer, $8,000 for Mr. Carroll, and $8,000 for Mr. Westby, and housing payments of $88,800 for Mr. Sblendorio; and
|
•
|
for 2017, matching contributions that we made under our 401(k) plan, which was $8,000 for Mr. Sblendorio, $8,000 for Dr. Guyer, and $8,000 for Mr. Carroll, housing payments of $92,100 for Mr. Sblendorio, and vacation carry-over payouts of $7,211 for Mr. Carroll.
|
(5)
|
In 2016, Mr. Sblendorio joined us as our executive vice president, chief operating officer, chief financial officer and treasurer. He subsequently ceased to serve as chief operating officer effective as of January 29, 2017 upon the appointment of Mr. Westby to such position, and was appointed as president effective as of January 30, 2017. He ceased serving as chief financial officer and treasurer effective as of April 24, 2017 upon the appointment of Mr. Carroll to such positions. On July 1, 2017, upon the transition of Dr. Guyer to executive chairman, Mr. Sblendorio assumed the position of chief executive officer in addition to his role as president, and Mr. Sblendorio’s annual salary was increased from $495,000 to $625,000. Mr. Sblendorio also serves as a member of our board of directors but does not receive any additional compensation for his service as a director. In 2019, Mr. Sblendorio elected to reduce his base salary by $26,442 to account for eleven days that he took during 2019 beyond the standard allotment of vacation days for employees.
|
(6)
|
In 2017, in connection with Dr. Guyer's transition from his prior role as chief executive officer to his current role as executive chairman, we and Dr. Guyer agreed that starting in 2018, his base salary would be reduced from $625,200 to $525,000. Dr. Guyer also serves as a member of our board of directors but does not receive any additional compensation for his service as a director.
|
(7)
|
Mr. Carroll was promoted to the role of chief financial officer and treasurer effective April 24, 2017, at which time he became an executive officer and his annual salary was increased from $365,000 to $375,000.
|
(8)
|
Mr. Westby was promoted to the role of chief operating officer effective January 29, 2017, at which time he became an executive officer and his annual salary was increased from $303,200 to $325,000.
|
Name
|
Grant
Date |
Target
Payouts Under Non-Equity Incentive Plan Awards ($)(1) |
Actual
Payouts Under Non-Equity Incentive Plan Awards ($)(1) |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
All Other
Option Awards: Number of Securities Underlying Options (#) |
Exercise or
Base Price of Option Awards ($/ share)(2) |
Grant Date
Fair Value of Stock and Options Awards($)(3) |
|||||||||||||||||||
Glenn P. Sblendorio
|
—
|
|
406,250
|
|
467,190
|
|
—
|
|
—
|
|
—
|
—
|
||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
95,000
|
|
—
|
|
—
|
495,900
|
|||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
—
|
|
190,000
|
|
(4)
|
5.22
|
803,700
|
||||||||||||||
David R. Guyer
|
—
|
|
262,500
|
|
301,880
|
|
—
|
|
—
|
|
—
|
—
|
||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
71,250
|
|
—
|
|
—
|
371,925
|
|||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
—
|
|
142,500
|
|
(4)
|
5.22
|
602,775
|
||||||||||||||
David F. Carroll
|
156,060
|
|
179,470
|
|
—
|
|
—
|
|
—
|
—
|
||||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
40,000
|
|
—
|
|
—
|
208,800
|
|||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
65,000
|
|
(5)
|
—
|
|
—
|
339,300
|
||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
—
|
|
75,000
|
|
5.22
|
309,615
|
|||||||||||||||
Keith Westby
|
—
|
|
154,440
|
|
183,010
|
|
—
|
|
—
|
|
—
|
—
|
||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
40,000
|
|
—
|
|
—
|
208,800
|
|||||||||||||||
12/9/2019
|
|
—
|
|
—
|
|
65,000
|
|
(5)
|
—
|
|
—
|
|
339,300
|
|||||||||||||
12/09/2019
|
|
—
|
|
—
|
|
—
|
|
75,000
|
|
5.22
|
309.615
|
|||||||||||||||
(1)
|
Represents the target payout levels under our short-term cash incentive program. Target payouts for Mr. Sblendorio, Dr. Guyer, Mr. Carroll and Mr. Westby represented 65%, 50%, 40% and 40% of base salary in
2019
, respectively. As discussed above under “Compensation Discussion and Analysis—2019 NEO Compensation Determinations—2019 Short-Term Cash Incentive Awards—
2019
Corporate Goals,” the actual payout with respect to each NEO was more than the target award amount. The short-term cash incentive program did not have threshold payout levels, as the determination of the level of achievement of corporate objectives was subjective and subject to the discretion of our compensation committee and board of directors. Additional information regarding the design of our short-term cash incentive program, including a description of the corporate objectives applicable to
2019
awards, is described above in “Compensation Discussion and Analysis—2019 NEO Compensation Determinations—2019 Short-Term Cash Incentive Awards.”
|
(2)
|
The exercise price per share of each option award is equal to the closing market price of our common stock on the date of grant. Each of the option awards vest with respect to 25% of the shares subject to the option on the first anniversary of the grant date and with respect to the remaining shares in approximately equal monthly installments through the fourth anniversary of the grant date.
|
(3)
|
The amounts in the “Grant Date Fair Value of Stock and Option Awards” column reflect the grant date fair value of stock and option awards granted in
2019
calculated in accordance with ASC 718.
|
(4)
|
These option awards, which were granted to Mr. Sblendorio and Dr. Guyer, were, in addition to being subject to the traditional time-based vesting that we typically use for our other long-term equity awards and which is described in Note 2 above, subject to performance-based vesting. The performance-based vesting
|
(5)
|
These stock awards vest with respect to 50% of the shares on December 31, 2020 and, with respect to the remaining shares, on December 31, 2021.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||
Name
|
Number of
Securities Underlying Unexercised Options Exercisable (#) |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
Option
Exercise Price ($/share) |
Option
Expiration Date |
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market Value
of Shares or Units of Stock That Have Not Vested ($) |
|||||||||||||||||
Glenn P. Sblendorio
|
11,084
|
|
—
|
|
(1)
|
$
|
13.22
|
7/8/2023
|
|
—
|
|
—
|
|
||||||||||
6,949
|
|
—
|
|
(1)
|
$
|
33.27
|
10/23/2023
|
|
—
|
|
—
|
|
|||||||||||
15,000
|
|
—
|
|
(1)
|
$
|
37.00
|
5/20/2024
|
|
—
|
|
—
|
|
|||||||||||
7,000
|
|
—
|
|
(1)
|
$
|
48.30
|
6/1/2025
|
|
—
|
|
—
|
|
|||||||||||
137,500
|
|
12,500
|
|
(2)
|
$
|
44.90
|
3/31/2026
|
|
—
|
|
—
|
|
|||||||||||
189,583
|
|
70,417
|
|
(3)
|
$
|
4.52
|
1/29/2027
|
|
—
|
|
—
|
|
|||||||||||
200,000
|
|
200,000
|
|
(4)
|
$
|
2.94
|
12/18/2027
|
|
—
|
|
—
|
|
|||||||||||
45,875
|
|
137,625
|
|
(5)
|
$
|
1.45
|
12/11/2028
|
|
—
|
|
—
|
|
|||||||||||
—
|
|
190,000
|
|
(6)
|
$
|
5.22
|
12/8/2029
|
|
—
|
|
—
|
|
|||||||||||
—
|
|
—
|
|
—
|
—
|
|
18,750
|
|
(7)
|
160,875
|
|
||||||||||||
—
|
|
—
|
|
—
|
—
|
|
68,850
|
|
(8)
|
590,733
|
|
||||||||||||
—
|
|
—
|
|
—
|
—
|
|
95,000
|
|
(9)
|
815,100
|
|
||||||||||||
8,900
|
|
(10)
|
76,362
|
|
|||||||||||||||||||
David R. Guyer
|
19,810
|
|
—
|
|
$
|
10.03
|
4/25/2023
|
|
—
|
|
—
|
|
|||||||||||
85,826
|
|
—
|
|
$
|
10.03
|
4/25/2023
|
|
—
|
|
—
|
|
||||||||||||
175,000
|
|
—
|
|
$
|
31.29
|
1/2/2024
|
|
—
|
|
—
|
|
||||||||||||
91,500
|
|
—
|
|
$
|
45.60
|
1/1/2025
|
|
—
|
|
—
|
|
||||||||||||
93,021
|
|
1,979
|
|
(11)
|
$
|
73.22
|
1/3/2026
|
|
—
|
|
—
|
|
|||||||||||
189,583
|
|
70,417
|
|
(3)
|
$
|
4.52
|
1/29/2027
|
|
—
|
|
—
|
|
|||||||||||
150,000
|
|
150,000
|
|
(4)
|
$
|
2.94
|
12/18/2027
|
|
—
|
|
—
|
|
|||||||||||
34,375
|
|
103,125
|
|
(5)
|
$
|
1.45
|
12/11/2028
|
|
—
|
|
—
|
|
|||||||||||
—
|
|
142,500
|
|
(6)
|
$
|
5.22
|
12/8/2029
|
|
—
|
|
—
|
|
|||||||||||
—
|
|
—
|
|
—
|
—
|
|
6,250
|
|
(12)
|
53,625
|
|
||||||||||||
—
|
|
—
|
|
—
|
—
|
|
51,600
|
|
(8)
|
442,728
|
|
||||||||||||
—
|
|
—
|
|
—
|
—
|
|
71,250
|
|
(9)
|
611,325
|
|
||||||||||||
—
|
|
—
|
|
—
|
—
|
|
25,000
|
|
(10)
|
214,500
|
|
||||||||||||
David F. Carroll
|
46,979
|
|
8,021
|
|
(13)
|
$
|
52.71
|
6/30/2026
|
|
—
|
|
—
|
|
||||||||||
27,708
|
|
10,292
|
|
(3)
|
$
|
4.50
|
1/23/2027
|
|
—
|
|
—
|
|
|||||||||||
42,333
|
|
21,167
|
|
(14)
|
$
|
2.81
|
4/23/2027
|
|
—
|
|
—
|
|
|||||||||||
75,000
|
|
75,000
|
|
(4)
|
$
|
2.94
|
12/18/2027
|
|
—
|
|
—
|
|
|||||||||||
25,000
|
|
75,000
|
|
(5)
|
$
|
1.45
|
12/11/2028
|
|
—
|
|
—
|
|
|||||||||||
—
|
|
75,000
|
|
(6)
|
$
|
5.22
|
12/8/2029
|
|
—
|
|
—
|
|
|||||||||||
—
|
|
—
|
|
—
|
—
|
|
7,500
|
|
(15)
|
64,350
|
|
||||||||||||
—
|
|
—
|
|
—
|
—
|
|
37,500
|
|
(8)
|
321,750
|
|
||||||||||||
40,000
|
|
(9)
|
343,200
|
|
|||||||||||||||||||
65,000
|
|
(16)
|
557,700
|
|
|||||||||||||||||||
Keith Westby
|
10,169
|
|
—
|
|
$
|
1.65
|
4/8/2022
|
|
—
|
|
—
|
|
|||||||||||
5,199
|
|
—
|
|
$
|
10.03
|
12/29/2022
|
|
—
|
|
—
|
|
||||||||||||
67,250
|
|
—
|
|
$
|
31.29
|
1/2/2024
|
|
—
|
|
—
|
|
||||||||||||
6,250
|
|
—
|
|
$
|
45.60
|
1/1/2025
|
|
—
|
|
—
|
|
||||||||||||
10,771
|
|
229
|
|
(11)
|
$
|
73.22
|
1/3/2026
|
|
—
|
|
—
|
|
|||||||||||
43,750
|
|
16,250
|
|
(3)
|
$
|
4.52
|
1/29/2027
|
|
—
|
|
—
|
|
|||||||||||
75,000
|
|
75,000
|
|
(4)
|
$
|
2.94
|
12/18/2027
|
|
—
|
|
—
|
|
|||||||||||
25,000
|
|
75,000
|
|
(5)
|
$
|
1.45
|
12/11/2028
|
|
—
|
|
—
|
|
|||||||||||
—
|
|
75,000
|
|
(6)
|
$
|
5.22
|
12/8/2029
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
—
|
|
700
|
|
(11)
|
6,006
|
|
||||||||||||
—
|
|
—
|
|
—
|
—
|
|
37,500
|
|
(8)
|
321,750
|
|
||||||||||||
—
|
|
—
|
|