|
/s/ Doug Evans
Doug Evans Chairman of the Board of Directors |
| |
/s/ Antony Koblish
Antony Koblish Director, President and Chief Executive Officer |
|
|
Date:
|
| | June 1, 2022 | |
|
Time:
|
| | 10:00 a.m. | |
|
Website Address:
|
| | The meeting can be accessed by visiting https://agm.issuerdirect.com/tela, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend. | |
|
Record Date:
|
| | You can vote if you were a stockholder of record on April 7, 2022. | |
|
SUMMARY INFORMATION
|
|
| |
Time and Date
|
| |
Record Date
|
| |
Website Address
|
| |
| |
10:00 a.m., Eastern Time, on Wednesday, June 1, 2022
|
| |
April 7, 2022
|
| |
The meeting can be accessed by visiting https://agm.issuerdirect.com/tela, where you will be able to listen to the meeting live, submit questions and vote online. There will be no physical location for stockholders to attend.
|
| |
| |
Voting Matters
|
| |
For More
Information |
| |
Board of Directors
Recommendation |
| | |||
| |
PROPOSAL 1: Election of Class III Directors for a Three-Year Term Expiring in 2025
Vince Burgess Federica O’Brien John Nosenzo
|
| |
Page 31
|
| |
✓ FOR Each Nominee
|
| | |||
| |
PROPOSAL 2: Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2022
|
| |
Page 32
|
| |
✓ FOR
|
| |
|
SUMMARY INFORMATION (continued)
|
|
| |
Name
|
| |
Age
|
| |
Director
Since |
| | | | | | | |
Committee
Memberships |
| | |||||||||||||||||||||
|
Occupation
|
| |
Independent
|
| |
AC
|
| |
CC
|
| |
NCGC
|
| | |||||||||||||||||||||||||
| |
Vince Burgess
|
| | | | 57 | | | | | | 2014 | | | |
President and Chief
Executive Officer of Acutus Medical, Inc. |
| |
Yes
|
| | | | | | | | | | C | | | | | | | | | |
| |
Federica O’Brien
|
| | | | 64 | | | | | | 2019 | | | |
President of CFO’Brien
Consulting, LLC |
| |
Yes
|
| | | | C | | | | | | | | | | | | | | | |
| |
John Nosenzo
|
| | | | 64 | | | | | | 2021 | | | |
Chief Commercial Officer of
Bioventus Inc. |
| |
Yes
|
| | | | M | | | | | | | | | | | | M | | | |
| AC = Audit Committee | | | CC = Compensation Committee | | | C = Chair | |
| NCGC = Nominating and Corporate Governance Committee | | | M = Member | |
| |
Governance Item
|
| | | | |
| | Size of Board (set by the Board) | | |
7
|
| |
| | Number of Independent Directors | | |
6
|
| |
| | Independent Chairman of the Board | | |
Yes
|
| |
| | Board Self-Evaluation | | |
Annual
|
| |
| | Review of Independence of Board | | |
Annual
|
| |
| | Independent Directors Meet Without Management Present | | |
Yes
|
| |
| | Voting Standard for Election of Directors in Uncontested Elections | | |
Plurality
|
| |
| | Diversity of Board background, gender, experience and skills | | |
Yes
|
| |
|
TABLE OF CONTENTS
|
|
| | | | | i | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 6 | | | |
| | | | | 8 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 10 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 22 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 24 | | | |
| | | | | 27 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 31 | | | |
| | | | | 31 | | | |
| | | | | 32 | | |
|
TABLE OF CONTENTS (continued)
|
|
| | | | | 33 | | | |
| | | | | 33 | | | |
| | | | | 33 | | | |
| | | | | 33 | | | |
| | | | | 34 | | |
|
GENERAL INFORMATION ABOUT THE MEETING
|
|
|
|
| | |
|
| | |
|
| | |
|
|
|
MAIL
|
| | |
INTERNET
|
| | |
PHONE
|
| | |
ONLINE AT THE MEETING
|
|
|
Mailing your signed proxy card or voter instruction card.
|
| | |
Using the Internet at www.envision
reports.com/TELA |
| | |
Calling toll-free from the United States, U.S.
territories and Canada to 1-800-652-VOTE (8683). |
| | |
You can vote at the
meeting at https://agm.issuer direct.com/tela |
|
|
GENERAL INFORMATION ABOUT THE MEETING
(continued) |
|
| |
Voting Matters
|
| |
Votes Required
|
| |
Treatment of
Abstentions and Broker Non-Votes |
| |
Broker
Discretionary Voting |
| |
| |
PROPOSAL 1: Election of Class III Directors for a Three-Year Term Expiring in 2025
|
| |
Plurality of the votes cast
|
| |
Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal
|
| |
No
|
| |
| |
PROPOSAL 2: Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2022
|
| |
Majority of the votes cast
|
| |
Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal
|
| |
Yes
|
| |
|
BOARD OF DIRECTORS
|
|
| |
General Criteria
|
| |
| | | | |
| |
✓
Ability to contribute to the Board’s range of talent, skill and experience to provide sound and prudent guidance with respect to the Company’s strategy and operations, including, but not limited to:
|
| |
| |
✓
Experience at senior levels in public companies,
|
| |
| |
✓
Technology and financial expertise,
|
| |
| |
✓
Experience in leadership roles in commercial-stage companies in the med tech or healthcare fields.
|
| |
| |
✓
Personal integrity and ethical character, commitment and independence of thought and judgment;
|
| |
| |
✓
Capability to fairly and equally act in the best interest of our stockholders;
|
| |
| |
✓
Confidence and willingness to express ideas and engage in constructive discussion with other Board members and management, to actively participate in the Board’s decision-making process and make difficult decisions in the best interest of the Company and our stockholders;
|
| |
| |
✓
Willingness and ability to devote sufficient time, energy and attention to the affairs of the Company and the Board; and
|
| |
| |
✓
Lack of actual and potential conflicts of interest.
|
| |
|
BOARD OF DIRECTORS (continued)
|
|
|
BOARD OF DIRECTORS (continued)
|
|
| |
Board Diversity Matrix (As of April 21, 2022)
|
| | ||||||||||||||||
| | Total Number of Directors | | | |
7
|
| | ||||||||||||
| | | | | |
Female
|
| | |
Male
|
| | |
Non-Binary
|
| | |
Did Not Disclose Gender
|
| |
| | Part I: Gender Identity | | | ||||||||||||||||
| | Directors | | | |
2
|
| | |
5
|
| | |
—
|
| | |
—
|
| |
| | Part II: Demographic Background | | | | | | | | | | | | | | | | | | |
| | African American or Black | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Alaskan Native or Native American | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Asian | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Hispanic or Latinx | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Native Hawaiian or Pacific Islander | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | White | | | |
2
|
| | |
5
|
| | |
—
|
| | |
—
|
| |
| | Two or More Races or Ethnicities | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | LGBTQ+ | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
| | Did Not Disclose Demographic Background | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| |
|
BOARD OF DIRECTORS (continued)
|
|
| |
Vince Burgess
|
| | ||||||||
| |
|
| | ||||||||
| |
Age: 57
Director Since: 2014 |
| | | Committee Memberships: Compensation (Chair) | | | | Other Public Directorships: Acutus Medical, Inc. | | |
| |
Vince Burgess has been a member of our Board since June 2014. Mr. Burgess has served as President, Chief Executive Officer and member of the board of directors of Acutus Medical, Inc., a medical device company, since October 2017 and previously served as a Venture Partner with OrbiMed Advisors, LLC, a healthcare investment firm, from September 2011 until May 2020. Prior to joining OrbiMed, Mr. Burgess was a member of the initial executive team at Volcano Corporation, where he served as President of Advanced Imaging Systems. He also led marketing and business development at Volcano from 2002 to 2010. He currently serves as a member of the board of directors of Bolt Medical and Acutus Medical. He has previously served on the boards of NeuroPace, Inc., Sonendo Inc., Ornim Medical, Keystone Heart, Inc., Vessix Vasular, Cryterion Medical and CardiAQ, Inc. He earned his Bachelor of Science degree in Business Administration from the University of South Carolina and his Masters of Business Administration from the University of California, Los Angeles.
|
| | ||||||||
| |
Skills & Qualifications: Mr. Burgess’ expertise in marketing and business development, as well as his operational and board experience in the surgical tool field provide him with the qualifications and skills to serve on our Board.
|
| |
|
BOARD OF DIRECTORS (continued)
|
|
| |
Federica O’Brien
|
| | ||||||||
| |
|
| | ||||||||
| |
Age: 64
Director Since: 2019 |
| | | Committee Memberships: Audit (Chair) | | | | Other Public Directorships: MacroGenics, Inc. | | |
| |
Federica O’Brien has been a member of our Board since November 2019. Ms. O’Brien has been the President of CFO’Brien Consulting, LLC since January of 2018 providing strategic, operational and financial consulting, and flexible time Chief Financial Officer services primarily for biotech companies. Previously she served as Chief Financial Officer of Complexa Inc., a biopharmaceutical company, from May 2015 to December 2017 and as Chief Financial Officer of Cerecor Inc., a biopharmaceutical company, from April 2013 to May 2015. Prior to that, Ms. O’Brien served as the Chief Financial Officer and Chief Operating Officer of Cervilenz Inc., a privately held medical device company, from June 2011 through April 2013. She has also held senior financial management positions at Cardiokine Inc., a privately held biotechnology company, Barrier Therapeutics, Inc., during and subsequent to the biotechnology company’s initial public offering, and at Infonautics, Inc., then a publicly held technology company. Ms. O’Brien currently serves on the board of directors and chairs the audit committee for MacroGenics, Inc., a biopharmaceutical company. She began her career at public accounting firms including most recently as an Audit Manager for Coopers & Lybrand. Ms. O’Brien received her B.A. in Accounting from Rutgers University and is a Certified Public Accountant — Inactive in the State of New Jersey.
|
| | ||||||||
| |
Skills & Qualifications: Ms. O’Brien’s financial, accounting management and audit expertise provide her with the qualifications and skills to serve on our Board.
|
| |
| |
John Nosenzo
|
| | ||||||||
| |
|
| | ||||||||
| |
Age: 64
Director Since: 2021 |
| | | Committee Memberships: Audit; Nominating and Corporate Governance | | | |
Other Public Directorships: None
|
| |
| |
John Nosenzo has been a member of our Board since 2021. Mr. Nosenzo has served as the Chief Commercial Officer of Bioventus Inc., a global leader in innovations for active healing, since February 2017. Before joining Bioventus, Mr. Nosenzo served as Senior Vice President, Global Customer Operations at Beckman Coulter Diagnostics, a global leader in clinical diagnostics, from September 2011 to February 2017. From May 2010 to September 2011, Mr. Nosenzo was Senior Vice President, Customer Relations Management for Siemens Healthcare (now known as Siemens Healthineers AG), a clinical diagnostic services and therapeutic systems company, where he developed and implemented sales plans for their multi-billion dollar healthcare imaging and healthcare IT commercial organizations. Mr. Nosenzo’s earlier career also includes senior positions at Quest Diagnostics and Bayer Healthcare LLC’s Diagnostics Division (now known as Siemens Healthcare Diagnostics). Mr. Nosenzo holds a Bachelor of Science in pharmacy from St. John’s University and a M.B.A in marketing and management from Adelphi University.
|
| | ||||||||
| |
Skills & Qualifications: Mr. Nosenzo’s extensive experience with the commercialization of medical products provides him with the qualifications and skills to serve on our Board.
|
| |
|
BOARD OF DIRECTORS (continued)
|
|
| |
Lisa Colleran
|
| | ||||||||
| |
|
| | ||||||||
| |
Age: 64
Director Since: 2020 |
| | | Committee Memberships: Audit; Nominating and Corporate Governance (Chair) | | | | Other Public Directorships: Establishment Labs Holdings Inc. | | |
| |
Lisa Colleran has been a member of our Board since April 2020. Ms. Colleran has been the principal of LNC Advisors, LLC, a strategic consulting firm that specializes in assisting biotech, pharmaceutical and medical device companies since February 2014. From October 2018 to September 2019, Ms. Colleran served as the Chief Executive Officer of Vivex Biomedical, Inc. and from January 2014 to October 2018, she served as Principal of Mica Partners, a strategic consulting firm. Prior to founding LNC Advisors, Ms. Colleran served as chief executive officer of LifeCell Corporation and a board member for Centaur Guerney L.P. (a holding company of LifeCell Corporation) from January 2012 to April 2013. Ms. Colleran also served as the global president of LifeCell Corporation from May 2008 to January 2012. Prior to assuming the role of global president, Ms. Colleran served as LifeCell’s vice president of marketing and business development from December 2002 until July 2004 and as senior vice president of commercial operations from July 2004 until May 2008. Prior to joining LifeCell, Ms. Colleran served as vice president and general manager of Renal Pharmaceuticals for Baxter Healthcare Corporation from 2000 to 2002 and served in various other sales and marketing positions at Baxter, from 1983 to 2000. Ms. Colleran currently serves on the board of directors for Establishment Labs Holdings Inc., an innovative breast implant company. Ms. Colleran holds an M.B.A. from Loyola University of Chicago and a B.S.N. degree from Molloy College.
|
| | ||||||||
| |
Skills & Qualifications: Ms. Colleran’s public company experience, broad healthcare management, market development and commercialization experience and her knowledge of healthcare policy and regulation, patient care delivery, clinical research and medical technology assessment provide her with the qualifications and skills to serve on our Board.
|
| |
| |
Doug Evans
|
| | ||||||||
| |
|
| | ||||||||
| |
Age: 57
Director Since: 2020 |
| | | Committee Memberships: Compensation; Nominating and Corporate Governance | | | |
Other Public Directorships: None
|
| |
| |
Doug Evans has been a member of our Board since April 2020. Mr. Evans has served as the President and Chief Executive Officer of Lungpacer Medical Inc., a medical device company, since January 2014. Prior to joining Lungpacer, Mr. Evans served as the Chief Operating Officer and a member of the board of directors of Kensey Nash Corporation, a medical device company, from March 1995 to May 2012. Mr. Evans currently serves on the board of directors of WhiteSwell Medical and Lungpacer Medical, Inc., both medical device companies. Mr. Evans previously served on the board of Intact Vascular, Inc., a privately held medical device company. Mr. Evans holds a Master of Science degree in Electrical Engineering and Photonics from the University of Pennsylvania, a M.B.A. from Pennsylvania State University Great Valley School of Graduate Professional Studies and a Bachelor’s of Science in Engineering Sciences from the Pennsylvania State University.
|
| | ||||||||
| |
Skills & Qualifications: Mr. Evans’ extensive executive leadership experience, deep knowledge of the medical device field and his experience with the commercialization of medical products provide him with the qualifications and skills to serve on our Board.
|
| |
|
BOARD OF DIRECTORS (continued)
|
|
| |
Kurt Azarbarzin
|
| | ||||||||
| |
|
| | ||||||||
| |
Age: 59
Director Since: 2018 |
| | | Committee Memberships: Compensation | | | |
Other Public Directorships: None
|
| |
| |
Kurt Azarbarzin has been a member of our Board since November 2018. Mr. Azarbarzin has served as the Chief Executive Officer and a member of the board of ColubrisMX Robotics, a medical device company that designs and develops microsurgical robotic devices, since November 2020. Mr. Azarbarzin served as Chief Executive Officer and a member of the board of directors of Verb Surgical Inc., a robotic surgery company, from July 2019 to November 2020. Mr. Azarbarzin previously served as Chief Technology Officer for CONMED Corporation, a global, publicly-traded medical device company dedicated to helping customers improve patient outcomes, from 2016 to July 2019. Mr. Azarbarzin is the former Founder of SurgiQuest, Inc., a medical device company focused on advancing minimally invasive surgery, and served as its Chief Executive Officer from 2005 until June 2016. Mr. Azarbarzin is a member of the executive board at Center for Biomedical Innovation and Technology at Yale University. Mr. Azarbarzin previously held leadership roles in Research and Development at U.S. Surgical & Tyco Healthcare. He earned a Bachelor of Science from the University of Bridgeport and completed advanced graduate studies in mechanical design at Bridgeport Engineering Institute and manufacturing engineering at Bradley University.
|
| | ||||||||
| |
Skills & Qualifications: Mr. Azarbarzin’s expertise in the medical device industry and experience as an executive officer in the medical device field provide him with the qualifications and skills to serve on our Board.
|
| |
| |
Antony Koblish
|
| | ||||||||
| |
|
| | ||||||||
| |
Age: 56
Director Since: 2012 |
| | | Committee Memberships: None | | | | Other Public Directorships: None | | |
| |
Antony Koblish is one of our co-founders and has served as our President and Chief Executive Officer and as a member of the Board since our founding in April 2012. Previously, Mr. Koblish was President and Chief Executive Officer of Orthovita, Inc., a publicly traded orthobiologics and biosurgery medical device company. Mr. Koblish co-founded and currently serves as Chairman of the Board of Onkos Surgical, Inc., a surgical oncology company, and is an operating partner with 1315 Capital, a private investment firm that provides expansion and growth capital to commercial-stage specialty pharmaceutical, medical technology, and health care services companies. Mr. Koblish also serves on the Board of Cerapedics Inc., a private ortho-biologics company. As a Board member of Cerapedics and Chairman of the Board of Onkos Surgical, Mr. Koblish attends one board meeting per quarter, respectively, and as an operating partner for 1315 Capital Mr. Koblish attends one to two meetings per quarter. The remainder of Mr. Koblish’s time is dedicated to serving as our Chief Executive Officer. Mr. Koblish earned a Master of Science in Engineering degree in Mechanical Engineering and Applied Mechanics from the University of Pennsylvania, and holds a Bachelor of Science degree in Mechanical Engineering from Worcester Polytechnic Institute.
|
| | ||||||||
| |
Skills & Qualifications: Mr. Koblish’s knowledge of our business, as well as his extensive leadership experience and successful record of commercial operation and product pipeline development provide him with the qualifications and skills to serve on our Board.
|
| |
|
CORPORATE GOVERNANCE AND RISK
MANAGEMENT |
|
|
CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued) |
|
|
CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued) |
|
| |
Director
|
| |
Independence
|
| |
Board
|
| |
AC
|
| |
CC
|
| |
NCGC
|
| |
| | Kurt Azarbarzin | | |
Yes
|
| |
M
|
| | | | |
M
|
| | | | |
| | Vince Burgess | | |
Yes
|
| |
M
|
| | | | |
C
|
| | | | |
| | Lisa Colleran | | |
Yes
|
| |
M
|
| |
M
|
| | | | |
C
|
| |
| | Doug Evans | | |
Yes
|
| |
C
|
| | | | |
M
|
| |
M
|
| |
| | Antony Koblish | | |
No
|
| |
M
|
| | | | | | | | | | |
| | John Nosenzo | | |
Yes
|
| | | | |
M
|
| | | | |
M
|
| |
| | Federica O’Brien | | |
Yes
|
| |
M
|
| |
C
|
| | | | | | | |
| AC = Audit Committee | | | CC = Compensation Committee | | | C = Chair | |
| NCGC = Nominating and Corporate Governance Committee | | | M = Member | |
|
CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued) |
|
|
CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued) |
|
|
CORPORATE GOVERNANCE AND RISK
MANAGEMENT (continued) |
|
|
How to
Communicate with our Directors |
| |
By mail:
Secretary, TELA Bio, Inc. 1 Great Valley Parkway, Suite 24 Malvern, PA 19355 |
|
|
DIRECTOR COMPENSATION
|
|
| |
Compensation Elements — Non-Employee Director Compensation Policy
|
| | |||
| | Cash Retainers | | | | | |
| |
Annual Cash Retainer
|
| |
$40,000
|
| |
| |
Annual Committee Chair Retainer
|
| | | | |
| |
Audit
|
| |
$20,000
|
| |
| |
Compensation
|
| |
$15,000
|
| |
| |
Nominating and Corporate Governance
|
| |
$10,000
|
| |
| |
Annual Committee Member Retainer
|
| | | | |
| |
Audit
|
| |
$10,000
|
| |
| |
Compensation
|
| |
$7,500
|
| |
| |
Nominating and Corporate Governance
|
| |
$5,000
|
| |
| |
Annual Non-Executive Chairman of the Board Cash Retainer
|
| |
$35,000
|
| |
| | Equity Awards | | | | | |
| |
Annual Equity Award
|
| |
Annual stock option award with a grant date fair value of $80,000. These options are granted on the date of our annual meeting of stockholders and vest on the earliest of (a) the first anniversary of the date of grant, (b) the next annual meeting of stockholders, or (c) a change in control, subject to the non-employee director’s continued service through the applicable vesting date.
|
| |
|
DIRECTOR COMPENSATION (continued)
|
|
| |
Compensation Elements — Amended and Restated Non-Employee Director Compensation Policy
|
| | |||
| | Cash Retainers | | | | | |
| |
Annual Cash Retainer
|
| |
$40,000
|
| |
| |
Annual Committee Chair Retainer
|
| | | | |
| |
Audit
|
| |
$20,000
|
| |
| |
Compensation
|
| |
$15,000
|
| |
| |
Nominating and Corporate Governance
|
| |
$10,000
|
| |
| |
Annual Committee Member Retainer
|
| | | | |
| |
Audit
|
| |
$10,000
|
| |
| |
Compensation
|
| |
$7,500
|
| |
| |
Nominating and Corporate Governance
|
| |
$5,000
|
| |
| |
Annual Non-Executive Chairman of the Board Cash Retainer
|
| |
$35,000
|
| |
| | Equity Awards | | | | | |
| |
Initial Equity Award
|
| |
The Initial Equity Award consists of: (1) an option to purchase 8,040 shares of common stock vesting in 36 equal monthly installments on the monthly anniversary of the date of grant; and (2) a restricted stock unit award with respect to 4,702 shares of common stock vesting in three equal annual installments on the first three anniversaries of the grantee’s initial appointment or election to the Board, in each case subject to the continued service of the grantee through the applicable vesting dates.
|
| |
| |
Annual Equity Award
|
| |
The Annual Equity Award consists of: (1) an option to purchase 5,360 shares of common stock; and (2) a restricted stock unit award with respect to 3,135 shares of common stock. The Annual Equity Award will vest on the earlier of: (1) the first anniversary of the date of grant; (2) the date of the subsequent annual meeting of stockholders following the date of grant; or (3) the occurrence of a change in control, in each case subject to the continued service of the grantee through the applicable vesting dates.
|
| |
|
DIRECTOR COMPENSATION (continued)
|
|
| |
Name
|
| |
Fees Earned or Paid in
Cash ($) |
| |
Option Awards
($)(1)(2) |
| |
Total ($)
|
| | |||||||||
| | Kurt Azarbarzin | | | | | 47,500 | | | | | | 79,907 | | | | | | 127,407 | | | |
| | Vince Burgess | | | | | 55,000 | | | | | | 79,907 | | | | | | 134,907 | | | |
| | Lisa Colleran | | | | | 57,898 | | | | | | 79,907 | | | | | | 137,805 | | | |
| | Doug Evans | | | | | 90,584 | | | | | | 79,907 | | | | | | 170,491 | | | |
| | John Nosenzo(3) | | | | | 28,001 | | | | | | 60,413 | | | | | | 88,414 | | | |
| | Federica O’Brien | | | | | 60,000 | | | | | | 79,907 | | | | | | 139,907 | | | |
| | Adele Oliva(4) | | | | | 21,016 | | | | | | — | | | | | | 21,016 | | | |
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
| |
Service
|
| | |
2021
|
| | |
2020
|
| | ||||||
| | Audit Fees | | | | | $ | 665,772 | | | | | | $ | 597,500 | | | |
| | Audit-Related Fees | | | | | | — | | | | | | | — | | | |
| | Tax Fees | | | | | $ | 407,500 | | | | | | $ | 143,700 | | | |
| | All Other Fees | | | | | | — | | | | | | | — | | | |
| |
Total
|
| | | | $ | 1,073,272 | | | | | | $ | 741,200 | | | |
|
AUDIT COMMITTEE REPORT
|
|
|
EXECUTIVE OFFICERS
|
|
| |
Name
|
| |
Position
|
| |
Age
|
| | |||
| | Antony Koblish | | | President, Chief Executive Officer | | | | | 56 | | | |
| | Roberto Cuca | | | Chief Operating Officer, Chief Financial Officer and Secretary | | | | | 54 | | | |
| | Peter Murphy | | | Chief Commercial Officer | | | | | 50 | | | |
| | Paul Talmo | | | Chief Strategic Officer | | | | | 55 | | | |
|
EXECUTIVE COMPENSATION
|
|
| |
Name and
Principal Position |
| |
Year
|
| |
Salary ($)
|
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total ($)
|
| |
| |
Antony Koblish
President and Chief Executive Officer |
| |
2021
|
| |
538,125
|
| |
—
|
| |
592,951
|
| |
636,420
|
| |
337,189
|
| |
3,000
|
| |
2,107,685
|
| |
|
2020
|
| |
479,062
|
| |
—
|
| |
—
|
| |
—
|
| |
324,188
|
| |
3,000
|
| |
806,250
|
| | ||||
| |
E. Skott Greenhalgh, Ph.D.
Chief Technology Officer |
| |
2021
|
| |
358,750
|
| |
—
|
| |
197,084
|
| |
210,139
|
| |
172,917
|
| |
3,000
|
| |
941,890
|
| |
|
2020
|
| |
319,375
|
| |
—
|
| |
—
|
| |
—
|
| |
166,251
|
| |
3,000
|
| |
488,626
|
| | ||||
| |
Peter Murphy
Chief Commercial Officer(4) |
| |
2021
|
| |
358,103
|
| |
—
|
| |
190,288
|
| |
204,135
|
| |
181,236
|
| |
3,000
|
| |
936,762
|
| |
|
EXECUTIVE COMPENSATION (continued)
|
|
|
EXECUTIVE COMPENSATION (continued)
|
|
| | | | | | | | | |
Option Awards(1)
|
| | |
Stock Awards(2)
|
| | ||||||||||||
| |
Name
|
| | |
Grant Date
|
| | |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| | |
Number of
Shares or Units of Stock That Have not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
| |
Antony Koblish
|
| | |
7/23/2015
|
| | |
108,545
|
| |
—
|
| |
5.93
|
| |
7/23/2025
|
| | |
—
|
| |
—
|
| |
|
2/28/2018
|
| | |
39,002
|
| |
1,694
|
| |
5.93
|
| |
2/28/2028
|
| | |
—
|
| |
—
|
| | |||||
|
11/7/2019
|
| | |
136,061
|
| |
125,178
|
| |
13.00
|
| |
11/7/2029
|
| | |
—
|
| |
—
|
| | |||||
|
2/24/2021
|
| | |
—
|
| |
63,600
|
| |
16.99
|
| |
2/24/2031
|
| | |
34,900
|
| |
446,720
|
| | |||||
|
3/31/2021
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
| | |
5,439
|
| |
69,619
|
| | |||||
| |
E. Skott
Greenhalgh, Ph.D. |
| | |
3/20/2013
|
| | |
3,797
|
| |
—
|
| |
4.45
|
| |
3/20/2023
|
| | |
—
|
| |
—
|
| |
|
5/1/2013
|
| | |
1,265
|
| |
—
|
| |
4.45
|
| |
5/1/2023
|
| | |
—
|
| |
—
|
| | |||||
|
12/11/2013
|
| | |
5,872
|
| |
—
|
| |
4.45
|
| |
12/11/2023
|
| | |
—
|
| |
—
|
| | |||||
|
7/23/2015
|
| | |
20,879
|
| |
—
|
| |
5.93
|
| |
7/23/2025
|
| | |
—
|
| |
—
|
| | |||||
|
2/28/2018
|
| | |
9,983
|
| |
434
|
| |
5.93
|
| |
2/28/2028
|
| | |
—
|
| |
—
|
| | |||||
|
11/7/2019
|
| | |
32,696
|
| |
30,082
|
| |
13.00
|
| |
11/7/2029
|
| | |
—
|
| |
—
|
| | |||||
|
2/24/2021
|
| | |
—
|
| |
21,000
|
| |
16.99
|
| |
2/24/2031
|
| | |
11,600
|
| |
148,480
|
| | |||||
|
3/31/2021
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
| | |
2,789
|
| |
35,699
|
| | |||||
| |
Peter Murphy
|
| | |
1/27/2020
|
| | |
28,750
|
| |
31,250
|
| |
15.50
|
| |
1/27/2030
|
| | |
—
|
| |
—
|
| |
|
2/24/2021
|
| | |
—
|
| |
20,400
|
| |
16.99
|
| |
2/24/2031
|
| | |
11,200
|
| |
143,360
|
| | |||||
|
3/31/2021
|
| | |
—
|
| |
—
|
| |
—
|
| |
—
|
| | |
2,298
|
| |
29,414
|
| |
|
EXECUTIVE COMPENSATION (continued)
|
|
|
EXECUTIVE COMPENSATION (continued)
|
|
|
CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS |
|
|
EQUITY COMPENSATION PLAN INFORMATION
|
|
| |
Plan Category
|
| | |
Number of
securities to be issued upon exercise of outstanding options and other rights (a) |
| | |
Weighted-
average exercise price of outstanding options and other rights(1) (b) |
| | |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| | |||||||||
| | Equity compensation plans approved by security holders(2) | | | | | | 1,562,409 | | | | | | $ | 11.75 | | | | | | | 1,299,218 | | | |
| |
Equity compensation plans not approved by security
holders(3) |
| | | | | 144,000 | | | | | | | 13.31 | | | | | | | — | | | |
| | Total | | | | | | 1,706,409 | | | | | | $ | 11.88 | | | | | | | 1,299,218 | | | |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
|
| | | | |
Shares Beneficially Owned
|
| | |||||||||
| |
Name of Beneficial Owner
|
| |
Number of
Shares |
| |
Percentage
|
| | ||||||
| | Greater than 5% Stockholders | | | | | | | | | | | | | | |
| | Quaker BioVentures II, L.P.(1) | | | | | 1,769,196 | | | | | | 12.1% | | | |
| | RTW Investments, LP(2) | | | | | 1,399,686 | | | | | | 9.6% | | | |
| | EW Healthcare Partners 2-UGP, LLC(3) | | | | | 3,299,499 | | | | | | 22.7% | | | |
| | OrbiMed Private Investments IV, LP(4) | | | | | 3,058,267 | | | | | | 21.0% | | | |
| | Pacira BioSciences, Inc.(5) | | | | | 774,056 | | | | | | 5.3% | | | |
| | Named Executive Officers and Directors | | | | | | | | | | | | | | |
| | Antony Koblish(6) | | | | | 555,843 | | | | | | 3.7% | | | |
| | E. Skott Greenhalgh, Ph.D.(7) | | | | | 101,045 | | | | | | * | | | |
| | Peter Murphy(8) | | | | | 43,648 | | | | | | * | | | |
| | Kurt Azarbarzin(9) | | | | | 42,857 | | | | | | * | | | |
| | Federica O’Brien(10) | | | | | 26,297 | | | | | | * | | | |
| | Vince Burgess(11) | | | | | 42,995 | | | | | | * | | | |
| | Lisa Colleran(12) | | | | | 25,186 | | | | | | * | | | |
| | Doug Evans(13) | | | | | 25,186 | | | | | | * | | | |
| | John Nosenzo(14) | | | | | 1,777 | | | | | | * | | | |
| | All executive officers and directors as a group (10 persons) | | | | | 872,033 | | | | | | 5.7% | | | |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT (continued) |
|
|
ITEMS TO BE VOTED ON
|
|
|
ITEMS TO BE VOTED ON (continued)
|
|
|
OTHER INFORMATION
|
|
|
OTHER INFORMATION (continued)
|
|