ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Directors and Executive Officers, Promoters and Control
Persons
As of March 29, 2016, our directors and executive officers,
their age, positions held, and duration of such, are as follows:
|
|
|
|
Date First Elected or
|
|
Name
|
Position Held with Company
|
Age
|
Appointed
|
|
|
|
|
|
|
Vered Caplan
(1)
(5) (6)
|
President, Chief Executive Officer and
|
47
|
August 14, 2014
|
|
|
Chairperson of the Board of Directors
|
|
February 2, 2012
|
|
|
Chief Executive Officer of Subsidiary,
|
|
|
|
Scott Carmer
(2)
|
Orgenesis Maryland Inc.
|
51
|
July 23, 2014
|
|
|
Chief Financial Officer, Treasurer and
|
|
|
|
Neil Reithinger
(3)
|
Secretary
|
46
|
August 1, 2014
|
|
|
|
|
|
|
Sarah Ferber
(4)
|
Chief Scientific Officer
|
61
|
February 2, 2012
|
|
Guy Yachin
(5)
|
Director
|
48
|
April 2, 2012
|
|
David Sidransky
|
Director
|
55
|
July 18, 2013
|
|
Etti Hanochi
(5)
(6)
|
Director
|
42
|
April 6, 2012
|
|
Yaron Adler
|
Director
|
45
|
April 17, 2012
|
|
Hugues Bultot
|
Director
|
50
|
February 27, 2015
|
|
Chris Buyse
|
Director
|
51
|
February 27, 2015
|
Notes
|
(1)
|
Ms. Caplan was appointed Interim President and CEO on
December 23, 2013 and then appointed President and CEO on August 14,
2014.
|
|
|
|
|
(2)
|
Mr. Carmer was appointed CEO of our Subsidiary, Orgenesis
Maryland Inc., on July 23, 2014.
|
|
|
|
|
(3)
|
Mr. Reithinger was appointed CFO, Treasurer and Secretary
on August 1, 2014.
|
|
|
|
|
(4)
|
Professor Ferber was appointed Chief Scientific Officer
on February 2, 2012.
|
|
|
|
|
(5)
|
Member of Audit Committee
|
|
|
|
|
(6)
|
Member of Compensation Committee
|
All directors hold office until the next annual meeting
following their election and/or until their successors are elected and
qualified. Officers serve at the discretion of the Board of Directors.
The following is a brief account of the education and business
experience of our directors and executive officers during the past five years,
indicating their principal occupation during the period, and the name and
principal business of the organization by which they were employed
.
4
Vered Caplan - President and Chief Executive Officer and
Chairperson of the Board of Directors
Vered Caplan was appointed President and CEO on August 14,
2014, prior to which she was Interim President and CEO since December 23, 2013.
Since 2008, Ms. Caplan has been Chief Executive Officer of Kamedis, a company
focused on utilizing plant extracts for dermatology purposes. From 2004 to 2007,
Ms. Caplan was Chief Executive Officer of GammaCan, a company focused on the use
of immunoglobulins for treatment of cancer. During the previous five years, Ms.
Caplan has been a director of the following companies: Opticul Ltd., a company
involved with optic based bacteria classification; Inmotion Ltd., a company
involved with selfpropelled disposable colonoscopies; Nehora Photonics Ltd., a
company involved with noninvasive blood monitoring; Ocure Ltd., a company
involved with wound management; Eve Medical Ltd., a company involved with
hormone therapy for Menopause and PMS; and Biotech Investment Corp., a company
involved with prostate cancer diagnostics. Ms. Caplan has a M.Sc. in biomedical
engineering from TelAviv University specializing in signal processing;
management for engineers from TelAviv University specializing in business
development; and a B.Sc. in mechanical engineering from the Technion specialized
in software and cad systems. Ms. Caplan brings to the Board of Directors
significant experience relating to our industry and a deep knowledge of our
business and contributes a perspective based on her many years of involvement
with our company.
Scott Carmer – CEO of Orgenesis Maryland Inc.
Scott Carmer was appointed CEO of our U.S. Subsidiary on July
23, 2014. Prior to that, he served as Senior Vice President, MedImmune Specialty
Care (Division of AstraZeneca) for AstraZeneca from February 2013 to December
2013. Previously he served as Executive Vice President, Chief Commercial Officer
of MedImmune (which was acquired by AstraZeneca) from 2010 to 2013. Mr. Carmer
was Vice President, Rheumatology Sales & Marketing for Genentech, Inc. from
2006 to 2010. Prior to that, Mr. Carmer was with Amgen, Inc. from 2001 to 2006.
Mr. Carmer has not held any directorships in the last five years. Mr. Carmer
obtained a B.S. in Biology from the University of Kentucky in 1987.
Neil Reithinger, CPA - Chief Financial Officer, Secretary,
and Treasurer
Neil Reithinger was appointed CFO, Secretary and Treasurer on
August 1, 2014. Mr. Reithinger is the Founder and President of Eventus Advisory
Group, LLC, a private, CFO-services firm incorporated in Arizona, which
specializes in capital advisory and SEC compliance for publicly-traded and
emerging growth companies. He is also the President of Eventus Consulting, P.C.,
a registered CPA firm in Arizona. Prior to forming Eventus, Mr. Reithinger was
COO & CFO from March 2009 to December 2009 of New Leaf Brands, Inc., a
branded beverage company, CEO of Nutritional Specialties, Inc. from April 2007
to October 2009, a nationally distributed nutritional supplement company that
was acquired by Nutraceutical International, Inc., Chairman, CEO, President and
director of Baywood International, Inc. from January 1998 to March 2009, a
publicly-traded nutraceutical company and Controller of Baywood International,
Inc. from December 1994 to January 1998. Mr. Reithinger earned a B.S. in
Accounting from the University of Arizona and is a Certified Public Accountant.
He is a Member of the American Institute of Certified Public Accountants and the
Arizona Society of Certified Public Accountants.
Prof. Sarah Ferber Ph.D. - Chief Scientific Officer
Prof. Sarah Ferber was appointed Chief Scientific Officer on
February 2, 2012. Prof. Ferber studied biochemistry at the Technion under the
supervision of Professor Avram Hershko and Professor Aharon Ciechanover, winners
of the Nobel Prize in Chemistry in 2004. Most of the research was conducted in
Prof. Ferber’s Endocrine Research Lab. Prof. Sarah Ferber received TEVA,
LINDNER, RUBIN and WOLFSON awards for this research. Prof. Ferber’s research
work has been funded over the past 15 years by the JDRF, the Israel Academy of
Science foundation (ISF), BIODISC and DCure.
Guy Yachin – Director
Guy Yachin was appointed a director on April 2, 2012. Mr.
Yachin is the CEO of NasVax Ltd., a company focused on the development of
improved immunotherapeutics and vaccines. Prior to joining NasVax, Guy served as
CEO of MGVS, a cell therapy company focused on blood vessels disorders, leading
the company through clinical studies in the U.S. and Israel, financial rounds,
and a keystone strategic agreement with Teva Pharmaceuticals. He was CEO and
founder of Chiasma Inc., a biotechnology company focused on the oral delivery of
macromolecule drugs, where he built the company’s presence in Israel and the
U.S., concluded numerous financial rounds, and guided the company’s strategy and
operation for over six years. Earlier he was CEO of Naiot Technological Center,
and provided seed funding and guidance to more than a dozen biomedical startups
such as Remon Medical Technologies, Enzymotec and NanoPass. He holds a BSc. in
Industrial Engineering and Management and an MBA from the Technion – Israel
Institute of Technology. We believe Mr. Yachin is qualified to serve on our
Board of Directors because of his education, experience within the life science
industry and his business acumen in the public markets.
5
David Sidransky – Director
David Sidransky was appointed a director on July 18, 2013. Dr.
Sidransky is a renowned oncologist and research scientist named and profiled by
TIME magazine in 2001 as one of the top physicians and scientists in America,
recognized for his work with early detection of cancer. Since 1994, Dr.
Sidransky has been the Director of the Head and Neck Cancer Research Division at
Johns Hopkins University School of Medicine’s Department of Otolaryngology and
Professor of Oncology, Cellular & Molecular Medicine, Urology, Genetics, and
Pathology at the John Hopkins University School of Medicine. Dr. Sidransky is
one of the most highly cited researchers in clinical and medical journals in the
world in the field of oncology during the past decade, with over 460
peerreviewed publications. Dr. Sidransky is a founder of a number of
biotechnology companies and holds numerous biotechnology patents. Dr. Sidransky
has served as Vice Chairman of the Board of Directors, and was, until the merger
with Eli Lilly, a director of ImClone Systems, Inc., a global biopharmaceutical
company committed to advancing oncology care. He is serving, or has served on,
the scientific advisory boards of MedImmune, Roche, Amgen and Veridex, LLC (a
Johnson & Johnson diagnostic company), among others, and is currently on the
board of KV Pharmaceutical, Rosetta Genomics and Champions Oncology, Inc. Dr.
Sidransky served as Director (20052008) of the American Association for Cancer
Research (AACR). He was the chairperson of AACR International Conferences (2006
and 2007) on Molecular Diagnostics in Cancer Therapeutic Development: Maximizing
Opportunities for Personalized Treatment. Dr. Sidransky is the recipient of a
number of awards and honors, including the 1997 Sarstedt International Prize
from the German Society of Clinical Chemistry, the 1998 Alton Ochsner Award
Relating Smoking and Health by the American College of Chest Physicians, and the
2004 Richard and Hinda Rosenthal Award from the American Association of Cancer
Research. We believe Mr. Sidransky is qualified to serve on our Board of
Directors because of his education, medical background, experience within the
life science industry and his business acumen in the public markets.
Etti Hanochi - Director
Etti Hanochi (CPA Isr.) was appointed a director on April 6,
2012. Ms. Hanochi joined Nextage Ltd. as a Partner in 2010. Ms. Hanochi has
extensive experience in mergers and acquisition transactions, accounting and tax
consultations. Ms. Hanochi has broad experience in implementing internal
procedures and controls and specializes in US GAAP. Under the role of Chief
Financial Officer at Nextage, Ms. Hanochi has acted as VP Finance and CFO of
several hightech companies, including Intucell (acquired by Cisco in January
2013) and XtremIO (acquired by EMC in May 2012). Prior to joining Nextage Ltd.,
Ms. Hanochi worked as a Senior Manager at Ernst & Young for almost 11 years
for many HiTech public and private companies. She holds a B.A in Accounting and
a Management degree from the Management College, an MBA from TelAviv University,
a Master's degree in Law from BarIlan University and is a Certificated Public
Accountant. We believe Ms. Hanochi is qualified to serve on our Board of
Directors because of her education and accounting experience.
Yaron Adler - Director
Yaron Adler was appointed a director on April 17, 2012. In 1999
Mr. Adler cofounded IncrediMail Ltd. and served as its Chief Executive Officer
until 2008 and President until 2009. In 1999, prior to founding IncrediMail, Mr.
Adler consulted Israeli startup companies regarding Internet products, services
and technologies. Mr. Adler served as a Product Manager from 1997 to 1999, and
as a software engineer from 1994 to 1997, at Tecnomatix Technologies Ltd., a
software company that develops and markets productionengineering solutions to
complex automated manufacturing lines that fill the gap between product design
and production, and which was acquired by UGS Corp. in April 2005. In 1993, Mr.
Adler held a software engineer position at Intel Israel. He has a B.A. in
computer sciences and economics from TelAviv University. We believe Mr. Adler is
qualified to serve on our Board of Directors because of his education, success
with early-stage enterprises and his business acumen in the public markets.
6
Hugues Bultot – Director
Hugues Bultot was appointed a director on March 2, 2015. Mr.
Bultot is a technology entrepreneur with a 10-year track record in
bioprocessing. Since April 2014, Mr. Bultot has been the Chief Executive Officer
of MaSTherCell SA, a Belgian-based contract development manufacturing
organization in cell therapy, a company he co-founded in 2011. Since January
2013, Mr. Bultot is also the Founder and CEO of Univercells SA, a Belgian-based
company focused on the development of the implementation of disruptive
manufacturing science in order to make biologics accessible and affordable.
Prior to founding MaSTherCell and Univercells, Mr. Bultot founded Artelis in
2005 with his partner, José Castillo, a Belgian biotech company that specialized
in the development of disposable bioreactors for the vaccine and monoclonal
antibodies industry and for cell therapy applications. Artelis was sold to ATMI
in November 2010, which was subsequently acquired by Pall Corporation (NYSE:
PLL) in February 2014. From 2006 until 2009, Mr. Bultot was a director with
Ascencio, a Euronext-quoted real estate company where he was the head of the
Audit Committee. Mr. Bultot founded Kitozyme in 2000, a company developing
vegetal chitosan-based applications for the nutrition, wine-making, cosmetics
and medical device industry where he developed the entire manufacturing chain,
led the strategy and the operations and concluded numerous co-development
agreements and financial rounds. Between 1994 and 1999, Mr. Bultot served as
investment manager and COO of Synerfi, a private equity firm affiliated with
Generale de Banque, a major Belgian banking institution. In these positions, he
concluded several funding rounds and exited deals for start-ups and mature
companies. Mr. Bultot holds a master’s degree in law from UCL, Belgium and an
executive master’s degree in business administration from Solvay Business
School, Belgium and in tax management from ICHEC in Belgium. Mr. Bultot followed
the advanced management program at INSEAD in 1997 and several courses in tech
entrepreneurship at MIT from 2009 to 2011. Mr Bultot is also serving on the
Board of Directors of Ovizio, a company specialized in holographic microscopy
and of Vivaldi Biosciences, a company developing a live-attenuated influenza
vaccines for pediatric and elderly segments. We believe Mr. Bultot is qualified
to serve on our Board of Directors because of his success with early-stage
enterprises, knowledge and leadership skills for his role as Chief Executive
Officer of MaSTherCell, our subsidiary.
Chris Buyse – Director
Chris Buyse was appointed a director on March 2, 2015. Mr.
Buyse is currently Managing Director of Fund+, an investment firm focusing on
the growth and development of companies in the life sciences sector of the
Belgian region. Prior to that, from 2006 to 2014, Mr. Buyse was Chief Financial
Officer and Director of ThromboGenics NV, a biotechnology company listed on NYSE
Euronext Brussels. Before joining ThromboGenics, he was Chief Financial Officer
of CropDesign, where he coordinated the acquisition by BASF in July 2006. Prior
to joining CropDesign, Mr. Buyse served as finance manager at WorldCom/MCI
Belux, and Chief Financial Officer and Chief Executive Officer ad interim of
Keyware Technologies. In addition, Mr. Buyse has held various positions in
finance at Spector Photo Group, Suez Lyonnaise des Eaux and Unilever. He also is
also currently a director in several private and public companies, such as Bone
Therapeutics SA, Cardio 3 Biosciences SA, Iteos, SA and Bioxodes SA. Mr. Buyse
holds a Master’s degree in Applied Economics from the University of Antwerp and
an MBA from the Vlerinck School of Management in Ghent. We believe Mr. Buyse is
qualified to serve on our Board of Directors because of his knowledgeof life
science companies and the capital markets.
Information About the Board of Directors
Director Independence and Meetings
During the fiscal year ended November 30, 2015, the Board of
Directors met or acted by unanimous written consent on fifteen occasions. During
the fiscal year ended November 30, 2015, 100% of the members of the Board of
Directors attended 100% of the meetings of the Board and, for one member, 50% of
the committees on which they served, held during the period for which they were
a director or committee member, respectively.
7
The Board of Directors does not have a formal policy with
respect to a member’s attendance at annual stockholder meetings, though it
encourages directors to attend such meetings. The Company did not hold an annual
meeting during the year ended November 30, 2015.
The Board of Directors of the Company has concluded that each
of Messrs. Sidransky, Yachin, Adler and Buyse and Ms. Hanochi is “independent”
based on the listing standards of the NASDAQ Stock Market, if the Company were
listed thereon (which it is not), having concluded that any relationship between
such director and the Company, in its opinion, does not interfere with the
exercise of independent judgment in carrying out the responsibilities of a
director.
Board Leadership Structure
Ms. Caplan has served as President, Chief Executive Officer and
Chairperson since August 2014. Prior to that time and since December 2014, she
was Interim President and Interim Chief Executive Officer. The Board of
Directors believes that its current leadership structure, in which the positions
of Chairperson and Chief Executive Officer are held by Ms. Caplan, is
appropriate at this time and provides the most effective leadership for the
Company in a highly competitive and rapidly changing technology industry. Our
Board believes that combining the positions of Chairperson and Chief Executive
Officer under Ms. Caplan allows for focused leadership of our organization which
benefits us in our relationships with investors, customers, suppliers, employees
and other constituencies. We believe that any risks inherent in that structure
are balanced by the oversight of our independent Board members. Given Ms.
Caplan’s past performance in the roles of Chairperson of the Board of Directors
and Chief Executive Officer, at this time the Board of Directors believes that
combining the positions continues to be the appropriate leadership structure for
our Company and does not impair our ability to continue to practice good
corporate governance.
Governance, Board of Directors and Board Committee
ChangesG
The Board of Directors has established two standing committees:
the Audit Committee and the Compensation Committee.
Audit Committee
The members of the Audit Committee are Guy Yachin, Etti Hanochi
and Vered Caplan. The Board of Directors has determined that Mr. Yachin and Ms.
Hanochi meet the independence criteria set out in Rule 5605(a)(2) of the NASDAQ
Marketplace Rules. The Board of Directors determined that Ms. Hanochi, the
committee “financial expert” as defined by the Rules would qualify as an
independent director and an audit committee financial expert. The Audit
Committee met four times during the fiscal year ended November 30, 2015.
Compensation Committee
The Compensation Committee consists of Etti Hanochi and Vered
Caplan. The Compensation Committee did not meet during the fiscal year ended
November 30, 2015, since the Board of Directors addressed any compensation
issues during the year.
The Compensation Committee sets compensation policy and
administers the Company’s compensation programs for the purpose of attracting
and retaining skilled executives who will promote the Company’s business goals
and build stockholder value. The Compensation Committee is also responsible for
reviewing and making recommendations to the Board of Directors regarding all
forms of compensation to be provided to the Company’s named executive officers,
including stock compensation and bonuses.
The Compensation Committee reviews and recommends for Board of
Directors’ approval compensation arrangements for our executive officers, key
employees, and non-employee directors. The Compensation Committee recommends all
incentive compensation awards, which are then subject to board review and
approval. The Chief Executive Officer recommends to the Compensation Committee
the goals, objectives, and compensation for all executive officers and key
employees, except herself, and responds to requests for information from the
Compensation Committee. Our Chief Executive Officer has no role in approving her
own compensation. The Compensation Committee periodically reviews and recommends
the compensation of non-executive directors. The Compensation Committee does not
delegate its authority and has the sole responsibility of retaining outside
counsel or other consultants for the purpose of executing its mandate.
8
Nominating Committee
Our Board of Directors is of the view that it is appropriate
for us not to have a standing nominating committee because the current size of
our Board of Directors does not facilitate the establishment of a separate
committee. Our Board of Directors has performed, and will perform adequately,
the functions of a nominating committee. The directors who perform the functions
of a nominating committee are independent.
Code of Ethics
We currently do not have a Code of Ethics in effect.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act, as amended,
requires our executive officers and directors, and persons who own more than 10%
of our common stock, to file reports regarding ownership of, and transactions
in, our securities with the Securities and Exchange Commission and to provide us
with copies of those filings. Based solely on our review of the copies of such
forms received by us, or written representations from certain reporting persons,
during fiscal year ended November 30, 2014, the filing requirements applicable
to its officers, directors and greater than 10% beneficial owners were complied.
Advisory Board
On April 14, 2012, we formed a Board of Advisors committee.
From time to time, we add members to our Board of Advisors. These individuals
are comprised of distinguished scientists whose experience, knowledge and
counsel help in the development of our company and our technology. These Board
of Advisors members may be compensated for their time in options to purchase
shares of our common stock. Advisors do not have voting or observatory powers
over the Board of Directors or management. Our Chief Executive Officer interacts
with these advisors from time to time on matters related to our technological
development. There are no formalized Board of Advisors meetings, and members
have no other special powers or functions. Each individual on the Board of
Advisors works parttime with us as requested.
Our Board of Advisors committee is currently comprised of Dr.
G. Alexander Fleming, Prof. Camillo Ricordi, Dr. Jay Skyler, M.D. and Prof.
Itamar Raz.
Dr. Fleming
On April 14, 2012, we executed a consulting agreement with Dr.
G. Alexander Fleming to be appointed to our Board of Advisors committee. Dr.
Fleming is a board certified endocrinologist with medical and research training
at Emory, Vanderbilt, and National Institutes of Health. He served as reviewer
and supervisory medical officer for 12 years at the FDA and brings extensive
clinical experience and regulatory responsibility in the therapeutic area of
diabetes and other general metabolic, bone, and endocrine disorders, growth and
development, nutrition, lipidlowering compounds, and reproductive indications.
He led reviews of landmark approvals including those of the first statin,
insulin analog, metformin, PPARagonist, and growth hormone for nonGH deficiency
indications. He was responsible for the regulation of the earliest biotech
products including human insulin and growth hormone. Dr. Fleming helped to shape
a number of FDA policies and practices related to therapeutic review and
regulatory communication and represented the FDA at the International Conference
on Harmonisation (ICH) and the World Health Organization, where he was stationed
in 199293. Dr. Fleming serves on numerous scientific advisory boards, expert
committees, and corporate boards. He has continued to promote dialogue and
creativity within the community of therapeutic developers. Dr. Fleming has
authored the book, “Optimizing Development of Therapies for Diabetes” and a wide
variety of scientific and policy publications. He has served as an invited
editorialist to The New England Journal of Medicine and as a commentator on
National Public Radio.
Prof. Ricordi
9
On November 14, 2012, we executed a consulting agreement with
Professor Camillo Ricordi to be appointed to our Board of Advisors committee.
Prof. Ricordi is the Stacy Joy Goodman Professor of Surgery, Distinguished
Professor of Medicine, Professor of Biomedical Engineering, and Microbiology and
Immunology at the University of Miami Diabetes Research Institute. He also
serves as Director of the Diabetes Research Institute Cell Transplant Center and
Responsible Head of the NIHfunded cGMP Human Cell Processing Facility.
Dr. Skyler
On April 9, 2013, we executed a consulting agreement with Dr.
Jay Skyler to be appointed to our Board of Advisors committee. Dr. Skyler's
career in diabetes spans over four decades, where his research interests have
concentrated in clinical aspects of diabetes, particularly improving the care of
Type 1 diabetes. Dr. Skyler is a Professor of Medicine, Pediatrics and
Psychology at the University of Miami Miller School of Medicine and Deputy
Director for Clinical Research and Academic Programs at the Diabetes Research
Institute. He also is an Adjunct Professor of Pediatrics at the Barbara Davis
Center for Childhood Diabetes, University of Colorado at Denver. He is a past
President of the American Diabetes Association, the International Diabetes
Immunotherapy Group, and the Southern Society for Clinical Investigation, and
was a VicePresident of the International Diabetes Federation. He served as a
member of the Endocrinology, Diabetes, and Metabolism Subspecialty Examining
Board of the American Board of Internal Medicine, as Chairman of the Council of
Subspecialty Societies of the American College of Physicians (ACP) and a member
of the ACP Board of Regents. A frequent national and international lecturer, Dr.
Skyler has been an author, editor and coeditor of numerous books, monographs,
chapters and articles. Dr. Skyler was founding EditorinChief of Diabetes Care.
Prof. Raz
On March 16, 2015 we executed a consulting agreement with
Professor Itamar Raz to be appointed to our Board of Advisors committee. Prof.
Raz has been involved in a number of organizations focused on diabetes, as well
as in other medical associations. In 2004, he became the head of the Israel
National Diabetes Council. At this time he also became President of the
nonprofit organization, D-Cure (Diabetes Care to Cure in Israel). Prof. Raz is
well known as both an academician and clinician, having served as Chief
Physician at Hebrew University and Director of the Hadassah Center for the
Prevention of Diabetes and its Complications at Hadassah University Hospital.
Prof. Raz served from 1966 to 1969 as a Captain in the Military; he was also
involved in Infantry and the Medical Corps. He studied Pharmacology at Hebrew
University, and received his B.S. at the Hadassah School of Pharmacy in
Jerusalem. He then obtained his M.D. in internal medicine in his following
studies, which took place at the Hadassah University Hospital. Currently,Itamar
Raz is a Professor of Medicine and Head of the Diabetes Unit at the Hadassah Ein
Kerem Hospital in Jerusalem.
As compensation for their service on the Advisory Board, all of
our advisors are paid an hourly fee for attending meetings and are entitled to
stock options vesting over the time of service with exercise prices at not less
than current market price.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information for the fiscal years
ended November 30, 2014 and 2015 concerning compensation of the Named Executive
Officers:
Summary Compensation Table
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Nonequity
Incentive
Plan
Compensa
tion
($)
|
Change in
Pension Value
and Non
Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensa
tion
($)
|
Total
($)
|
Vered
Caplan
CEO &
President
2
|
2015
2014
|
162,061
185,596
|
-
-
|
-
-
|
-
1,043,977
|
-
-
|
-
-
|
-
-
|
162,061
1,229,573
|
Scott
Carmer
CEO of
Orgenesis
Maryland
Inc.
3
|
2015
2014
|
250,000
104,167
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
250,000
104,167
|
Neil
Reithinger
CFO,
Treasurer &
Secretary
4
|
2015
2014
|
18,000
6,000
|
-
-
|
-
-
|
-
80,532
|
-
-
|
-
-
|
-
-
|
18,000
86,532
|
Sarah
Ferber
Chief
Scientific
Officer
5
|
2015
2014
|
274,630
286,160
|
-
-
|
-
-
|
-
-
|
-
-
|
-
34,309
|
-
-
|
274,630
320,469
|
10
|
|
(1)
|
In accordance with SEC rules, the amounts in this column
reflect the fair value on the grant date of the option awards granted to
the named executive, calculated in accordance with ASC Topic 718. Stock
options were valued using the Black-Scholes model. The grant-date fair
value does not necessarily reflect the value of shares which may be
received in the future with respect to these awards. The grant-date
fair value of the stock options in this column is a non-cash
expense for the Company that reflects the fair value of the stock options
on the grant date and therefore does not affect our cash balance. The fair
value of the stock options will likely vary from the actual value the
holder receives because the actual value depends on the number of options
exercised and the market price of our Common Stock on the date of
exercise. For a discussion of the assumptions made in the valuation of the
stock options, see Note 12 (Stock Based Compensation) to our financial
statements, which are included in the Annual Report on Form
10-K.
|
|
|
|
|
|
|
(2)
|
Ms. Caplan was appointed Interim President and CEO on
December 23, 2013 and then appointed President and CEO on Jenuary 1, 2014. Her contractual
salary is $319,000 annually, of which $97,800 has been deferred as of
November 30, 2015.
|
|
|
|
|
|
|
(3)
|
Mr. Carmer was appointed CEO of our Subsidiary, Orgenesis
Maryland Inc., on August 4, 2014. His contractual salary is $250,000
annually, of which $354,167 has been deferred as of November 30,
2015.
|
|
|
|
|
|
|
(4)
|
Mr. Reithinger was appointed CFO, Treasurer and Secretary
on August 1, 2014.
|
|
|
|
|
|
|
(5)
|
Professor Ferber was appointed Chief Scientific Officer
on February 2, 2012. Her contractual salary is $274,600 annually, of which
$151,600 has been deferred as of November 30,
2015.
|
Outstanding Equity Awards at November 30, 2015
The following table summarizes the outstanding equity awards
held by each named executive officer of our company as of November 30, 2015.
11
|
|
|
|
Equity
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
Number of
|
Number of
|
Number of
|
|
|
|
|
Securities
|
Securities
|
Securities
|
|
|
|
|
Underlying
|
Underlying
|
Underlying
|
|
|
|
|
Unexercised
|
Unexercised
|
Unexercised
|
Option
|
Option
|
|
|
Options
|
Options
|
Unearned
|
Exercise
|
Expir
|
|
|
(#)
|
Unexercisable
|
Options
|
Price
|
ation
|
|
|
Exercisable
|
(#)
|
(#)
|
($)
|
Date
|
|
|
|
|
|
|
|
|
Vered Caplan
(1)
|
4,141,025
|
854,560
|
-
|
0.0001
|
07/10/22 to 08/22/24
|
|
|
|
|
|
|
|
|
Scott Carmer
(2)
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Neil Reithinger
|
200,000
|
-
|
-
|
0.50
|
08/01/24
|
|
|
|
|
|
|
|
|
Sarah Ferber
|
2,781,905
|
-
|
-
|
0.0001
|
02/02/22
|
|
|
(1)
|
On August 22, 2014, the company’s bord of directors
approved a grant of 1,104,950 options to the Company’s Chief Executive Officer that are exercisable at
$0.0001 per share. The options will be vested pursuant to performance
milestones that will be determined by the Compensation Committee of the
Company's Board. Up to the date of this report, no performance milestones
have been determined On December 2014, the Company granted an aggregate of
1,641,300 options to the Company’s Chief
|
|
|
|
|
|
|
(2)
|
Executive Officer of the U.S. Subsidiary that is
exercisable at $0.001 per share. As of the date of this filing, the terms
of this grant have not been finalized yet.
|
Option Exercises and Stock Vested in 2015
There were no option exercises by our named executive officers
during 2015.
Employment Agreements
Vered Caplan
. On August 14, 2014, our Board of Directors
confirmed that Ms. Vered Caplan, who has served as our President and Chief
Executive Officer on an interim basis since December 23, 2013, was appointed as
our President and Chief Executive Officer. In connection with her appointment as
our President and Chief Executive Officer, on August 22, 2014, our wholly-owned
Israeli Subsidiary, Orgenesis Ltd., entered into a Personal Employment Agreement
with Ms. Caplan (the “Caplan Employment Agreement”). The Caplan Employment
Agreement replaces a previous employment agreement with Ms. Caplan dated April
1, 2012 pursuant to which she had served as Vice President. Under the Caplan
Employment Agreement, Ms. Caplan was paid an annual salary of the current New
Israeli Shekel equivalent of $319 thousand during fiscal year 2015, payable
monthly. However, in order to reduce operating expenses and conserve cash, since
March, 2015, Ms. Caplan has been deferring a part of her salary and social
benefits due thereon until such time as our cash position permits payment of
salary in full without interfering with our ability to pursue our plan of
operations, and, as of November 30, 2015, such deferred amount totaled an
aggregate of $97,800. Under the Caplan Employment Agreement, Ms. Caplan is
entitled to elect, at her discretion either of the following social benefits
typically provided to senior Israeli employees, either (i) Manager’s Insurance
under Israeli law for the benefit of Ms. Caplan pursuant to which the Company
contributes amounts equal to 13-1/3 percent (and Ms. Caplan contributes an
additional 5%) of each monthly salary payment and in addition, the Company
contributes an amount no more than 2.5 % of Ms. Caplan’s base monthly salary
towards loss of working capacity disability insurance or (ii) a Pension Plan to
which the Company contributes amounts equal 14-1/3 percent of Ms. Caplan’s base
salary and Ms. Caplan contributes 5.5 percent thereof. Both the Manager’s
Insurance and Pension Plan include a component of severance pay. Ms. Caplan is
also entitled to paid annual vacation days, annual recreation allowance, sick
leave and expenses reimbursement. In addition, we provide Ms. Caplan with a
leased company car and a mobile phone. Under the Caplan Employment Agreement,
she is entitled to a performance bonus payable at the discretion of our
Compensation Committee.
12
Under the Caplan Employment Agreement, on August 22, 2014 we
awarded to Ms. Caplan options to purchase up to 2,762,250 shares of our
company’s common stock, of which options for a total of 414,304 shares vested
immediately, options for a total of 1,242,996 shares will vest on a quarterly
basis over the following four years and 1,104,950 options will be vested
pursuant to performance milestones that will be determined by the Compensation
Committee of the Company's Board. As of the date of this report, no performance
milestones have been determined.
Scott Carmer
. Mr. Carmer was appointed Chief Executive
Officer of our subsidiary, Orgenesis Maryland Inc., on August 4, 2014. In
connection with his appointment, on August 4, 2014 Orgenesis Maryland Inc.
entered into an employment agreement with Scott Carmer (the “Carmer Employment
Agreement”) pursuant to which Mr. Carmer was to be paid an annual salary of
$250,000 in 2015. Under the Carmer Employment Agreement, Mr, Carmer is entitled
to an annual bonus of up to $100,000 subject to the discretion of our Board of
Directors and a further bonus as determined by meeting certain milestones.
However, in order to reduce operating expenses and conserve cash, since August
4, 2014, Mr. Carmer has been deferring a part of his salary until such time as
our cash position permits payment of salary in full without interfering with our
ability to pursue our plan of operations, and, as of November 30, 2015, such
deferred amount totaled an aggregate of $354,167. Additionally, under the Carmer
Employment Agreement, Mr. Carmer is entitled to options for 1,641,300 shares. In
December 2014, the Company granted an aggregate of 1,641,300 stock options to
Mr. Carmer. As of the date of this filing, the terms of this grant have not been
finalized yet.
Either the Company or Mr. Carmer can terminate the employment
agreement and the relationship thereunder at any time upon notice. The Company
is also entitled to terminate the agreement at any time for any reason other
than “ Just Cause” (as defined in the employment agreement) upon notice as
provided for under Maryland law. The employment agreement provides for customary
protections of the Company ’s confidential information and intellectual
property.
Sarah Ferber
.
Our wholly-owned Israeli
Subsidiary, Orgenesis Ltd., entered into a Personal Employment Agreement with
Ms. Ferber February 2, 2012 to serve as Chief Scientific Officer (the “Ferber
Employment Agreement”) on a part time basis. Under the Ferber Employment
Agreement, Ms. Ferber was paid an annual salary of the current New Israeli
Shekel equivalent of $274.6 thousand in 2015, payable monthly. However, in order
to reduce operating expenses and conserve cash, since September, 2013, Prof.
Ferber has been deferring a part of her salary and social benefits due thereon
until such time as our cash position permits payment of salary in full without
interfering with our ability to pursue our plan of operations, and, as of
November 30, 2015, such deferred amount totaled an aggregate of $151.6 thousand
for the twelve months. Under the Ferber Employment Agreement, Ms. Ferber is
entitled to elect, at her discretion either of the following social benefits
typically provided to senior Israeli employees, either (i) Manager’s Insurance
under Israeli law for the benefit of Ms. Ferber pursuant to which the Company
contributes amounts equal to 13-1/3 percent (and Ms. Ferber contributes an
additional 5%) of each monthly salary payment and in addition, the Company
contributes an amount no more than 2.5 % of Ms. Ferber’s base monthly salary
towards loss of working capacity disability insurance or (ii) a Pension Plan to
which the Company contributes amounts equal 14 – 1/3 percent of Ms. Ferber’s
base salary and Ms. Ferber contributes 5.5 percent thereof. Both the Manager’s
Insurance and Pension Plan include a component of severance pay. Ms. Ferber is
also entitled to 7.5 % of Ms. Farber’s salary (with Ms. Farber contributing an
additional 2.5%) to an education fund, a form of deferred compensation program
established under Israeli law, paid annual vacation days, annual recreation
allowance, sick leave and expenses reimbursement. In addition, we provide Ms.
Ferber with a mobile phone.
The Ferber Employment Agreement does not specify a stated term
and either we or Ms. Ferber is entitled to terminate Ms. Ferber’s employment
upon four months’ notice other than in the case of a termination for cause. The
Ferber Employment contains customary provisions regarding confidentiality of
information, non-competition and assignment of inventions.
13
Neil Reithinger
. On August 1, 2014, we appointed Neil
Reithinger as our Chief Financial Officer, Treasurer and Secretary with the
following terms:
|
(a)
|
payment of a monthly salary of $1,500;
|
|
(b)
|
payment of an annual bonus as determined by our company
in its sole discretion;
|
|
(c)
|
participation in our company’s pension plan;
|
|
(d)
|
a grant of 200,000 stock options exercisable at the
market price of $0.50 for a period of 5 years and which are subject to
vesting provisions; and
|
|
(e)
|
Reimbursement of expenses.
|
In addition, on August 1, 2014, we entered into a financial
consulting agreement with Eventus Consulting, P.C., an Arizona professional
corporation, (“Eventus”) of which Mr. Reithinger is the sole shareholder,
pursuant to which Eventus has agreed to provide financial consulting and
shareholder communication services to our company. In consideration for Eventus’
services, we have agreed to pay Eventus according to its standard hourly rate
structure. The term of the consulting agreement is for a period of one year from
August 1, 2014 and shall automatically renew for additional oneyear periods upon
the expiration of the term unless otherwise terminated. Eventus is owned and
controlled by Neil Reithinger.
Potential Payments upon Change of Control or Termination
following a Change of Control
Our employment agreements with our Named Executive Officers
provide incremental compensation in the event of termination, as described
herein. Generally, we currently do not provide any severance specifically upon a
change in control nor do we provide for accelerated vesting upon change in
control. Termination of employment also impacts outstanding stock options.
Due to the factors that may affect the amount of any benefits
provided upon the events described below, any actual amounts paid or payable may
be different than those shown in this table. Factors that could affect these
amounts include the basis for the termination, the date the termination event
occurs, the base salary of an executive on the date of termination of employment
and the price of our Common Stock when the termination event occurs.
The following table sets forth the compensation that would have
been received by each of the Company’s executive officers had they been
terminated as of November 30, 2015.
|
|
|
Salary
|
|
|
|
|
|
Accrued
|
|
|
|
|
|
Name
|
|
Continuation
(1)
|
|
|
Bonus
|
|
|
Vacation
Pay
|
|
|
Total Value
|
|
|
Vered Caplan
|
|
-
|
|
|
-
|
|
$
|
34,208
|
|
$
|
34,208
|
|
|
Sarah Ferber
|
|
-
|
|
|
-
|
|
$
|
65,834
|
|
$
|
65,834
|
|
Director Compensation
The following table sets forth for each director certain
information concerning his compensation for the year ended November 30, 2015.
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
Fees
|
|
|
|
Nonqualified
|
|
|
|
|
Earned or
|
|
|
NonEquity
|
Deferred
|
|
|
|
|
Paid in
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All other
|
|
|
|
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|
|
($)
|
($)
|
($)
1
|
($)
|
($)
|
($)
|
($)
|
|
|
|
|
|
|
|
|
|
|
Vered Caplan
|
31,376
|
|
-
|
-
|
-
|
-
|
31,376
|
|
Guy Yachin
|
46,125
|
-
|
-
|
-
|
-
|
-
|
46,125
|
|
Etti Hanochi
|
900
|
-
|
-
|
-
|
-
|
-
|
900
|
|
Yaron Adler
|
58,080
|
-
|
-
|
-
|
-
|
-
|
58,080
|
|
Dr. David Sidransky
|
600
|
-
|
-
|
-
|
-
|
-
|
600
|
|
Hugues Bultot
|
-
|
-
|
67,861
|
-
|
-
|
-
|
67,861
|
|
Chris Buyse
|
9,000
|
-
|
67,861
|
-
|
-
|
-
|
76,861
|
14
|
|
(1)
|
In accordance with SEC rules, the amounts in this column
reflect the fair value on the grant date of the option awards granted to
the named executive, calculated in accordance with ASC Topic 718. Stock
options were valued using the Black-Scholes model. The grant-date fair
value does not necessarily reflect the value of shares which may be
received in the future with respect to these awards. The grant-date
fair value of the stock options in this column is a non-cash
expense for the Company that reflects the fair value of the stock options
on the grant date and therefore does not affect our cash balance. The fair
value of the stock options will likely vary from the actual value the
holder receives because the actual value depends on the number of options
exercised and the market price of our Common Stock on the date of
exercise. For a discussion of the assumptions made in the valuation of the
stock options, see Note 12 (Stock Based Compensation) to our financial
statements, which are included in the Annual Report on Form
10-K.
|
All directors receive reimbursement for reasonable out of
pocket expenses in attending Board of Directors meetings and for promoting our
business. From time to time we may engage certain members of the Board of
Directors to perform services on our behalf. In such cases, we intend to
compensate the members for their services at rates no more favorable than could
be obtained from unaffiliated parties.
On February 2, 2012, we entered into a compensation agreement
with Ms. Vered Caplan (the “Caplan Compensation Agreement”). Pursuant to the
Caplan Compensation Agreement, Ms. Caplan agreed to serve as a director of our
company for a gross salary of NIS (Israeli Shekel) 10,000 per month, which is
approximately $2,689 based on an exchange rate of 1 NIS to 0.2689 USD as of
February 2, 2012. We also agreed to grant to Ms. Caplan stock options to
purchase 3,338,285 shares of our common stock at a price per share equal to
$0.001. In the event we complete a financing of at least $2,000,000, Ms. Caplan
will be paid a onetime bonus of $100,000. On May 6, 2013, we have completed a
financing of over $2,000,000 and recorded an expense of $100,000.
On April 2, 2012, we entered into an agreement with Guy Yachin
to serve as a member of our Board of Directors for a consideration of $2,500 per
month and an additional payment for every board meeting at the rate of $300 for
the first hour of attendance and $200 for each additional hour or portion of an
hour. In addition, we paid Mr. Yachin a signing bonus of $5,000. We issued to
Mr. Yachin 471,200 stock options subject to the terms of our stock option plan,
at an exercise price set at the time of the grant, or $0.85. We will also
reimburse Mr. Yachin’s preapproved business expenses.
On April 6, 2012, we entered into an agreement with Etti
Hanochi to serve as a member of our Board of Directors for consideration of $300
for the first hour of attendance at Board of Directors’ meetings, and $200 per
each additional hour. We issued to Ms. Hanochi 235,630 stock options subject to
the terms of our stock option plan at an exercise price set at the time of the
grant, or $0.79. We will also reimburse any preapproved business expenses
incurred by Ms. Hanochi.
On April 17, 2012, we entered into an agreement with Yaron
Adler to serve as a member of our Board of Directors for a consideration for
every board meeting on an hourly basis. In the event that our company receives
an aggregate financing of at least $3,000,000 he will be entitled to a onetime
payment in the amount of $15,000. In addition, we will pay for his attendance at
Board of Directors’ meetings at the rate of $300 for the first hour of
attendance and $200 for each additional hour or portion of an hour. We issued to
Mr. Adler 706,890 stock options subject to the terms of our stock option plan,
at an exercise price set at the time of the grant, or $0.79. We will also
reimburse any preapproved business expenses incurred by Mr. Adler.
15
On July 17, 2013 we entered into an agreement with Dr. David
Sidransky to serve as a member of our Board of Directors. In consideration for
Dr. Sidransky’s services, we will pay for his attendance at Board of Directors’
meetings at the rate of $300 for the first hour of attendance and $200 for each
additional hour or portion of an hour. We also issued to Dr. Sidransky 250,000
stock options subject to the terms of our stock option plan, at an exercise
price set at the time of grant, or $0.75. We will also reimburse any preapproved
business expenses incurred by Dr. Sidransky.
On June 18, 2015, we entered into an agreement with Hugues
Bultot to serve as a member of our Board of Directors. In consideration for Mr.
Bultot’s services, we will pay for his attendance at Board of Directors’
meetings at the rate of $300 for the first hour of attendance and $200 for each
additional hour or portion of an hour. We also issued to Mr. Bultot 250,000
stock options subject to the terms of our stock option plan, at an exercise
price set at the time of grant, or $0.53. We will also reimburse any preapproved
business expenses incurred by Mr. Bultot.
On June 18, 2015, we entered into an agreement with Chris Buyse
to serve as a member of our Board of Directors. In consideration for Mr. Buyse’s
services, we will pay for his attendance at Board of Directors’ meetings at the
rate of $300 for the first hour of attendance and $200 for each additional hour
or portion of an hour. We also issued to Mr. Buyse 250,000 stock options subject
to the terms of our stock option plan, at an exercise price set at the time of
grant, or $0.53. We will also reimburse any preapproved business expenses
incurred by Mr. Buyse.