ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
Our current directors are identified below.
Name
|
|
Age
|
|
Position
|
Linda F. Powers
|
|
60
|
|
Class III Director, Chairperson, Chief Executive Officer and President
|
Dr. Alton L. Boynton
|
|
71
|
|
Class I Director, Chief Scientific Officer
|
Robert A. Farmer
|
|
76
|
|
Class II Director
|
Dr. Navid Malik
|
|
47
|
|
Class III Director
|
Jerry Jasinowski
|
|
73
|
|
Class II Director
|
Susan B. Bayh
|
|
56
|
|
Class I Director
|
J. Cofer Black
|
|
66
|
|
Class I Director
|
Director Biographies
Linda F. Powers.
Ms.
Powers has served as the Chairperson of our Board of Directors since her appointment on May 17, 2007 and Chief Executive Officer
and President since June 8, 2011. Ms. Powers served as a managing director of Toucan Capital Fund II from 2001 to 2010, and Toucan
Capital Fund III thereafter. She also has over 15 years’ experience in corporate finance and restructurings, mergers and
acquisitions, joint ventures and intellectual property licensing. Ms. Powers is a Board member of M2GEN (an affiliate of Moffitt
Cancer Center), the Chinese Biopharmaceutical Association, and the Rosalind Franklin Society. She was the Chair of the Maryland
Stem Cell Research Commission for the first two years of the state’s stem cell funding program, and has served an additional
four years on the Commission. Ms. Powers served for several years on a Steering Committee of the National Academy of Sciences,
evaluating government research funding, and has been appointed to three Governors’ commissions created to determine how to
build the respective states’ biotech and other high-tech industries. For more than six years, Ms. Powers taught an annual
internal course at the National Institutes of Health for the bench scientists and technology transfer personnel on the development
and commercialization of medical products. Ms. Powers serves on the boards of several private biotechnology companies. Ms. Powers
holds a B.A. from Princeton University, where she graduated magna cum laude and Phi Beta Kappa. She also earned a J.D., magna cum
laude, from Harvard Law School. We believe Ms. Powers’ background and experience make her well qualified to serve as a Director.
Alton L. Boynton,
Ph.D.
Dr. Boynton co-founded our Company, has served as our Chief Scientific Officer and a Director since our inception
in 1998, was appointed our Chief Operating Officer in August 2001, was appointed President in May 2003, and served as Chief Executive
Officer from June 2007 to June 2011. Prior to founding our Company, Dr. Boynton headed the Molecular Oncology research lab at the
Pacific Northwest Research Foundation (the original foundation of Bill Hutchinson, from which the Fred Hutchinson Cancer Center
was spun off). Dr. Boynton also served as Director of the Department of Molecular Medicine of Northwest Hospital from 1995 to 2003
where he coordinated the establishment of a program centered on carcinogenesis. Prior to joining Northwest Hospital, Dr. Boynton
was Associate Director of the Cancer Research Center of Hawaii, The University of Hawaii, where he also held the positions of Director
of Molecular Oncology of the Cancer Research Center and Professor of Genetics and Molecular Biology. Dr. Boynton received his Ph.D.
in Radiation Biology from the University of Iowa in 1972. We believe Dr. Boynton’s background and experience make him well
qualified to serve as a Director.
Robert A. Farmer
.
Mr. Farmer was appointed to the Board of Directors in December 2009. Mr. Farmer served as the national treasurer of four presidential
campaigns, including those for John Kerry, Bill Clinton, Michael Dukakis and John Glenn. In these roles he led fundraising of
over $800 million. He served under Ron Brown as treasurer of the Democratic National Committee, and served for eight years as
treasurer of the Democratic Governors Association. President Clinton appointed Mr. Farmer as the United States Consul General
to Bermuda, where he served from 1994 to 1999. Mr. Farmer also had a successful career as an entrepreneur, including building
his own publishing company, which he sold in 1983. Mr. Farmer currently serves on the boards of directors of International Data
Group, Dale Carnegie Associates, Sober Steering Sensors, LLC, Charlesbridge Publishing, and Haute Living. Mr. Farmer is a graduate
of Dartmouth College and Harvard Law School. We believe Mr. Farmer’s background and experience, as well as his service on
other boards of directors, make him well qualified to serve as a Director.
Dr. Navid Malik
.
Dr. Malik was appointed to the Board of Directors in April 2012. Dr. Malik was previously the Head of Life Sciences Research at
Cenkos Securities Plc. in the U.K., an institutional stockbroking securities firm. Dr. Malik is currently the Head of Life Sciences
Research at Cenkos Securities Plc. in the U.K., an independent specialist institutional securities firm. From September 2011 through
January 2012, Dr. Malik was the Head of Life Sciences Research at Sanlam (Merchant Securities), a global financial services firm.
Dr. Malik was Partner and Head of Life Sciences at Matrix Investment Banking Division, Matrix Group, a financial services firm
in London, from December 2008 through September 2011. Dr. Malik was a Senior Pharmaceuticals and Biotechnology Analyst at Wimmer
Financial LLP from September 2008 through December 2008, and was the Senior Life Sciences Analyst at Collins Stewart Plc from
January 2005 through September 2008. In 2011, Dr. Malik was awarded two StarMine Awards (awarded each year by Thomson Reuters
and the Financial Times): Number One Stock Picker in the European Pharmaceutical Sector, and Number Two Stock Picker in the U.K.
and Ireland Healthcare Sector. Dr. Malik holds a Ph.D. in Drug Delivery within Pharmaceutical Sciences, as well as degrees in
Biomedical Sciences Research (M.Sc.) and Biochemistry and Physiology (B.Sc., joint honors). Dr. Malik also holds an MBA in finance
from the City University Business School, London. We believe that Dr. Malik’s extensive experience in the life sciences
fields and investment banking sector make him well qualified to serve as a Director.
Jerry Jasinowski
.
Mr. Jasinowski was appointed to the Board of Directors in April 2012. Mr. Jasinowski retired in 2007. Mr. Jasinowski currently
serves on the Boards of Procurian and the Washington Tennis and Education Foundation and has held directorships in several other
companies since 1990. From 2004 through 2007, Mr. Jasinowski served as the President of the Manufacturing Institute, an organization
dedicated to improving and expanding manufacturing in the United States, of which he was a founder. Mr. Jasinowski was also the
President and CEO of the National Association of Manufacturers, a trade association with 13,000 corporate members from 1990 to
2004. Mr. Jasinowski holds an A.B. in Economics from Indiana University and an M.A. in Economics from Columbia University. We believe
that Mr. Jasinowski’s extensive experience across a wide range of manufacturing, technology, and financial firms, including
Fortune 1000 and Fortune 500 companies, make him well qualified to serve as a Director.
Susan B. Bayh
.
Ms. Bayh was appointed to the Board of Directors in January 2016. Ms. Bayh brings 25 years of experience related to the pharmaceutical
and biotech industries, including in immunotherapies for cancer. Ms. Bayh previously served as in-house counsel for Eli Lilly’s
Pharmaceutical Division, and currently holds directorships at the following companies: Emmis Communications, Inc., a NASDAQ-listed
radio and media company (1994-present) and Dendreon Corp., a NASDAQ-listed company focusing on prostate cancer (2003-present).
Further, Ms. Bayh previously held directorships during the past five years at the following companies: Anthem Inc. (previously
known as Wellpoint, Inc.), a NYSE-listed health insurance company (1998-2013); Curis, Inc., a NASDAQ-listed biotech company focusing
on oncology (2000-2013); and Dyax, Inc., a NASDAQ-listed biotech company focused on hereditary angioedema (2003-2012). Ms. Bayh
currently serves as a member of the Dean’s Council of Indiana University School of Public and Environmental Affairs, and
is a guest lecturer on corporate governance issues at the Wharton School at the University of Pennsylvania. From 1994 until 2001,
Ms. Bayh served as US Commissioner on behalf of the U.S. State Department to the International Joint Commission between the United
States and Canada. Ms. Bayh also served as First Lady of Indiana from 1988-1996 during her husband’s (Evan Bayh) term as
Governor of Indiana, and was involved in various philanthropic efforts including the Indiana Literacy Foundation. Ms. Bayh is licensed
to practice law in the State of Indiana and the District of Columbia. She received a B.S. from the University of California at
Berkeley in 1981 and a J.D. from the University of Southern California Law School in 1984. We believe Ms. Bayh’s background
and experience make her well qualified to serve as a Director.
J. Cofer Black
.
Ambassador Black was appointed to the Board of Directors in January 2016. Ambassador Black is an internationally renowned U.S.
government leader and expert in cybersecurity, counterterrorism and national security. Since 2009, he has served as Vice President
for Global Operations at Blackbird Raytheon Technologies, a division of Raytheon Company, a NYSE-listed security company. From
2004 until 2008, he provided strategic guidance and business development as Vice Chairman of Blackwater Worldwide and as Chairman
of Total Intelligence Solutions. During 2002–2005, he was appointed by the President of the United States to serve as the
Ambassador, Coordinator for Counterterrorism, reporting directly to the Secretary of State for developing, coordinating and implementing
American counterterrorism policy. Prior to his role as Ambassador, he served a 28-year career in the Central Intelligence Agency,
reaching Senior Intelligence Service (SIS-4) level as Director, Counterterrorist Center (D/CTC), where he managed 1,300 professional
personnel and an annual operational budget of more than one billion dollars. Ambassador Black is experienced representing the United
States at the Head of State level, managing media as a diplomatic spokesperson and in public speaking as keynote speaker both as
a senior U.S. Government official and business leader. Ambassador Black has received numerous awards and recognitions throughout
his career, including the Distinguished Intelligence Medal (the CIA’s highest award for achievement). Ambassador Black received
a B.A. in International Affairs from the University of Southern California in 1973 and a M.A. in International Affairs for the
University of Southern California in 1974. We believe Ambassador Black’s background and experience make him well qualified
to serve as a Director.
Executive Officers
Our current executive
officers are identified below.
Name
|
|
Age
|
|
Position
|
Linda F. Powers
|
|
60
|
|
Chief Executive Officer and President
|
Alton L. Boynton, Ph.D.
|
|
71
|
|
Class I Director, Chief Scientific Officer
|
Leslie J. Goldman
|
|
71
|
|
Senior Vice President, Business Development
|
Marnix L. Bosch, Ph.D.
|
|
57
|
|
Chief Technical Officer
|
Linda F. Powers
.
Please see “Director Biographies” above.
Alton L. Boynton,
Ph.D.
Please see “Director Biographies” above.
Leslie J. Goldman
joined us as Senior Vice President, Business Development in June 2011. Prior to joining us, Mr. Goldman was a partner at the law
firm of Skadden, Arps for over 30 years, specializing in a wide array of advanced technologies and their commercialization.
Mr. Goldman also serves as an advisor to a number of other technology companies. In addition, for eight years, Mr. Goldman
served as Chairman of the Board of a group of TV stations in four mid-size cities across the country. Mr. Goldman received a B.A.
from the University of Michigan in 1967 and a J.D. from the University of Michigan in 1970.
Marnix L. Bosch
joined us in 2000, and has been serving as our Chief Technical Officer for a number of years. In this capacity, he plays a key
role in the preparation and submission of our regulatory applications, as well as ongoing development of our product lines, and
ongoing development and/or acquisition of new technologies. Dr. Bosch led the process of designing the protocols, and managed
the successful preparation and submission of our Investigational New Drug (IND) applications for FDA approval to conduct clinical
trials for prostate cancer, brain cancer, ovarian cancer and multiple other cancers. He also led the processes for other regulatory
submissions in both the U.S. and abroad (including the successful applications for orphan drug status in both the U.S. and Europe
for DCVax-L for brain cancer). He spearheaded the development of our manufacturing and quality control processes, and is working
with Cognate BioServices, Inc. on next-generation further development of these processes. Prior to joining us in 2000, Dr.
Bosch worked at the Dutch National Institutes of Health (RIVM) as head of the Department of Molecular Biology, as well as in academia
as a professor of Pathobiology. He has authored more than 40 peer-reviewed research publications in immunology and virology, and
is an inventor on several patent applications on dendritic cell product manufacturing.
Corporate Governance
Director Independence
Our Board of Directors
has undertaken a review of the independence of our directors and has determined that a majority of the Board consists of members
who are currently “independent” as that term is defined within the meaning of Section 5605(a)(2) of the NASDAQ Marketplace
Rules. The Board of Directors considers Messrs. Farmer, Malik and Jasinowski, Ambassador Black and Ms. Bayh to be independent.
Audit Committee
The Audit Committee
has responsibility for recommending the appointment of our independent accountants, supervising our finance function (which includes,
among other matters, our investment activities), reviewing our internal accounting control policies and procedures, and providing
the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters
which require the attention of the Board. The Audit Committee acts under a written charter.
The Audit Committee
currently consists of Messrs. Farmer, Malik and Jasinowski. Our Board has undertaken a review of the independence of our directors
and has determined that Messrs. Farmer, Malik and Jasinowski are independent within the meaning of Section 5605(a)(2) of the NASDAQ
Marketplace Rules as well as pursuant to the additional test for independence for audit committee members imposed by SEC regulation
and Section 5605(c)(2)(A) of the NASDAQ Marketplace Rules. The Audit Committee is established in accordance with Section 3(a)(58)(A)
of the Exchange Act.
Compensation Committee
The Compensation Committee
is responsible for determining the overall compensation levels of our executive officers and administering our equity compensation
plans. The Board has adopted a written charter for the Compensation Committee and its current members are Messrs. Farmer,
Malik and Jasinowski. The Compensation Committee does not delegate its authority pursuant to its written charter. The Board has
determined that all of the members are “independent” under the current listing standards of NASDAQ.
Nominations Committee
The Nominations Committee
is responsible for assisting the Board of Directors in, among other things, effecting Board organization, membership and function,
including: identifying qualified Board nominees; and effecting the organization, membership and function of Board committees, including
composition and recommendation of qualified candidates. The Nominations Committee shall identify and evaluate the qualifications
of all candidates for nomination for election as directors. Potential nominees are identified by the Board of Directors based on
the criteria, skills and qualifications that have been recognized by the Nominations Committee. While our nomination policy does
not prescribe specific diversity standards, the Nominations Committee and its independent members seek to identify nominees that
have a variety of perspectives, professional experience, education, difference in viewpoints and skills, and personal qualities
that will result in a well-rounded Board of Directors.
The Nominations Committee
currently consists of Messrs. Farmer, Malik and Jasinowski. The Board of Directors has determined that all of the members are “independent”
under the current listing standards of NASDAQ. The Board of Directors has adopted a written charter setting forth the authority
and responsibilities of the Nominations Committee.
Information Regarding Meetings of the
Board and Committees
The business of our
Company is under the general oversight of our Board, as provided by the laws of Delaware and our bylaws. During the fiscal year
ended December 31, 2015, the Board met more than 20 times and also conducted business by written consent. The Audit Committee met
more than 4 times. Each person who was a director during 2015 attended at least 75% of the Board meetings. We do not have a formal
written policy with respect to Board members’ attendance at our annual meeting of stockholders. Three of our directors attended
the 2015 annual meeting.
Code of Business Conduct and Ethics
We have adopted a
formal Code of Business Conduct and Ethics applicable to all Board members, executive officers and employees. A copy of our Code
of Business Conduct and Ethics will be provided free of charge upon request to Secretary, Northwest Biotherapeutics, Inc., 4800
Montgomery Lane, Suite 800, Bethesda, Maryland, 20814.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of
the Exchange Act requires our directors, executive officers and persons who own more than 10% of our stock, or Reporting
Persons, to file with the SEC initial reports of ownership and changes in ownership of our stock. Reporting Persons are
required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely
on our review of the copies of such reports received, we believe that during our fiscal year ended December 31, 2015 all
Reporting Persons timely complied with all applicable filing requirements. Cognate BioServices, Inc., an affiliate of
the Company, did not timely file certain Form 4 filings in connection with its acquisition or disposition of our
securities.
ITEM 11.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Compensation Philosophy and
Objectives
The Company’s
compensation philosophy is to assure that the Company’s compensation and benefits policies attract and retain the key employees
necessary to support the Company’s growth and success, both operationally and strategically, and to motivate the executives
to achieve short- and long-term goals with the ultimate objective of creating sustainable improvements in stockholder value. This
principle guides the design and administration of compensation and benefits programs for the Company’s Named Executive Officers,
other executives and the general workforce.
Elements of Compensation
Base Salary
.
All full time Named Executive Officers are paid a base salary. Base salaries for our executives are established based on the scope
of their responsibilities, professional qualifications, academic background and the other elements of the executive’s compensation,
including equity-based compensation. Base salaries are reviewed at least annually, and may be increased to align salaries with
market levels after taking into account the subjective evaluation previously described.
Bonuses
. All
full time Named Executive Officers are eligible for bonuses from time to time, on a case by case basis, based on Company and/or
individual performance considerations and/or on retention considerations.
Equity Incentive
Compensation
. We believe that long-term performance is achieved through an ownership culture participated in by our Named Executive
Officers through the use of stock-based awards. The Company maintains an incentive compensation plan for such awards. No awards
have been granted recently under the plan, but such awards are expected to be made in due course. The Board of Directors does not
have a pre-determined formula for deciding the equity awards to be made.
Determination of Compensation
The Company’s
executive compensation program for the Named Executive Officers is administered by the Board of Directors’ Compensation Committee.
As described above, the Compensation Committee consists of three independent directors, all of whom have considerable
experience
in executive compensation issues and management development. As also described above, the Compensation Committee operates under
a written charter adopted by the Board of Directors.
The Compensation Committee
continues to examine and refine our compensation philosophy, objectives and strategy throughout the fiscal year. The Compensation
Committee’s guiding principle is to assure that the Company’s compensation and benefits policies attract and retain
the key employees necessary to support the Company’s growth and success, both operationally and strategically, and to motivate
the executives to achieve short- and long-term goals with the ultimate objective of creating sustainable improvements in stockholder
value. This principle guides the design and administration of compensation and benefits programs for the Company’s Named
Executive Officers, other executives and the general workforce.
Director Compensation
The following table
sets forth certain information concerning compensation paid or accrued to our non-executive directors for the year ended December
31, 2015.
Name
|
|
Year
|
|
|
Fees Earned or
Paid in Cash
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
Robert A. Farmer
|
|
|
2015
|
|
|
$
|
150,000
|
|
|
$
|
-
|
|
|
$
|
150,000
|
|
Dr. Navid Malik
|
|
|
2015
|
|
|
$
|
150,000
|
|
|
$
|
-
|
|
|
$
|
150,000
|
|
Jerry Jasinowski
|
|
|
2015
|
|
|
$
|
150,000
|
|
|
$
|
-
|
|
|
$
|
150,000
|
|
Executive Compensation
Summary Compensation Table
The following table
sets forth certain information concerning compensation paid or accrued to our executive officers, referred to as our Named Executive
Officers, during the years ended December 31, 2015, 2014 and 2013.
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
(S)
|
|
|
Option Awards
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Linda F. Powers
|
|
2015
|
|
$
|
500,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
500,000
|
|
Chairperson, President
|
|
2014
|
|
$
|
500,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
500,000
|
|
& Chief Executive Officer
|
|
2013
|
|
$
|
360,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alton L. Boynton, Ph.D.
|
|
2015
|
|
$
|
325,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
325,000
|
|
Chief Scientific Officer and
|
|
2014
|
|
$
|
325,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
325,000
|
|
Secretary
|
|
2013
|
|
$
|
295,685
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
295,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leslie Goldman
|
|
2015
|
|
$
|
375,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
375,000
|
|
Senior Vice President,
|
|
2014
|
|
$
|
375,000
|
|
|
$
|
50,000
|
|
|
$
|
-
|
|
|
$
|
425,000
|
|
Business Development
|
|
2013
|
|
$
|
348,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
348,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marnix L. Bosch, Ph.D.
|
|
2015
|
|
$
|
375,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
375,000
|
|
Chief Technical Officer
|
|
2014
|
|
$
|
375,000
|
|
|
$
|
50,000
|
|
|
$
|
-
|
|
|
$
|
425,000
|
|
|
|
2013
|
|
$
|
325,181
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
325,181
|
|
Grants of Plan-Based Awards
The Company has an equity compensation
plan for employees, directors and others, the Amended and Restated 2007 Stock Plan, which was approved by shareholders at the Company’s
2013 Annual Meeting of Stockholders, and amended and restated a prior equity compensation plan. The Company has not issued any
recent awards under the amended plan, but such awards are expected to be made in due course.
Outstanding Equity Awards at Fiscal
Year-End
The following table
shows outstanding stock option awards classified as exercisable and un-exercisable as of December 31, 2015.
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
|
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
|
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
|
Linda F. Powers
|
|
|
592,500
|
(1)
|
|
|
296,250
|
|
|
|
—
|
|
|
|
10.56
|
|
|
6/21/2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alton Boynton
|
|
|
93,750
|
(2)
|
|
|
55,000
|
|
|
|
—
|
|
|
|
10.56
|
|
|
6/21/2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Chief Scientific Officer and Secretary
|
|
|
126
|
(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
21.60
|
|
|
2/18/2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
89,428
|
(6)
|
|
|
—
|
|
|
|
—
|
|
|
|
8.80
|
|
|
8/20/2022
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leslie Goldman
|
|
|
93,535
|
(3)
|
|
|
46,875
|
|
|
|
—
|
|
|
|
10.56
|
|
|
6/21/2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Senior Vice President, Business Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marnix Bosch
|
|
|
93,846
|
(4)
|
|
|
73,750
|
|
|
|
—
|
|
|
|
10.56
|
|
|
6/21/2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Chief Technical Officer
|
|
|
209
|
(7)
|
|
|
—
|
|
|
|
—
|
|
|
|
21.60
|
|
|
2/18/2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
338
|
(7)
|
|
|
—
|
|
|
|
—
|
|
|
|
28.80
|
|
|
12/1/2016
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
31,770
|
(8)
|
|
|
21,355
|
|
|
|
—
|
|
|
|
11.20
|
|
|
6/23/2022
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
15,625
|
(9)
|
|
|
—
|
|
|
|
—
|
|
|
|
8.80
|
|
|
8/20/2022
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
(1)
|
In conjunction with the employment agreement entered into between us and Ms. Powers on June 8, 2011, and in recognition of Ms. Powers’ service to our Company while serving as Chair during the preceding four years, we granted Ms. Powers an option to purchase 870,637 shares of our stock with an exercise price of $10.56 per share. One-third of the options vested on the grant date, and upon vesting became subject to a lock-up which extended to the earlier of 18 months or our reaching the primary endpoint of our GBM brain cancer clinical trial. One-third of the options vested in equal monthly portions over the term of the employment agreement. The remaining one-third will vest in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the Board’s discretion.
|
(2)
|
In conjunction with the employment agreement entered into between us and Dr. Boynton on June 8, 2011, we issued Dr. Boynton an option to purchase 145,162 shares of our stock with an exercise price of $10.56 per share. 86,035 options vested on the grant date. 7,500 options vested in equal monthly portions over the term of the employment agreement. The remaining 51,627 options will vest in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the Board’s discretion.
|
(3)
|
In conjunction with the employment agreement entered into between us and Mr. Goldman on June 8, 2011, we issued Mr. Goldman an option to purchase 137,750 shares of our stock with an exercise price of $10.56 per share. One-third of the options vested on the grant date, and upon vesting became subject to a lock-up which extended to the earlier of 18 months or our reaching the primary endpoint of our GBM brain cancer clinical trial. One-third vested in equal monthly portions over the term of the employment agreement. The remaining one-third will vest in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the Board’s discretion.
|
(4)
|
In conjunction with the employment agreement entered into between us and Dr. Bosch on June 8, 2011, we issued Dr. Bosch an option to purchase 145,473 shares of our stock with an exercise price of $10.56 per share. 51,971 options vested on the grant date. 7,500 options vested in equal monthly portions over the term of the employment agreement. The remaining 51,627 options will vest in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the Board’s discretion.
|
(5)
|
These options were granted under the 1999 Plan, the 2001 Plan and under Dr. Boynton’s previous employment agreement. Each of these option grants vests over a four-year period, subject to acceleration in the case of certain events. One-fourth of each option grant vests on the first anniversary of the grant date and the remaining three-fourths of each grant vests in equal monthly installments over the remaining three year vesting period.
|
(6)
|
This option was granted under the 2007 Stock Option Plan. The options were granted August 21, 2009 and vested over a one year period and are exercisable over a 10 year period from issuance at a price of $8.80 per share.
|
(7)
|
These options were granted under the 1999 Plan and the 2001 Plan. Each of these option grants vested over a four-year period. One-fourth of each option grant vested on the first anniversary of the grant date and the remaining three-fourths of each grant vested in equal monthly installments over the remaining three year vesting period.
|
(8)
|
These options were granted under the 2007 Stock Option Plan. 1,250 options vested each month until May 31, 2013. In addition, 6,250 options vest upon each of Swiss Approval, full Enrollment in Phase II Glioblastoma Multiforme clinical study and FDA approval of NDA.
|
(9)
|
This option was granted under the 2007 Stock Option Plan. This option grant vested over the balance of 2009 with 7,813 vesting on the grant date and the remainder vesting on December 31, 2009.
|
Pension Benefits
Our Named Executive
Officers received no benefits in fiscal 2015 from the Company under defined pension or defined contribution plans.
Non-Qualified Deferred Compensation
Our Named Executive
Officers received no benefits in fiscal 2015 from the Company under non-qualified deferred compensation plans.
Employment Agreements
The Company entered
into employment agreements with its Named Executive Officers in 2011. Those agreements have expired and the Company intends to
enter into new employment agreements with its executives.