Item
10: Directors, Executive Officers and Corporate Governance.
Legal
Proceedings Involving Directors
None.
Board
Leadership Structure
On
May 27, 2015, David Sidransky was appointed Chairman of the Board of Directors (the “Board”) and continues to serve
as Chairman. Dr. Sidransky’s experience in life science companies, as well as his scientific knowledge, his history with
our Company and his own history of innovation and strategic thinking, qualify him to serve as our Chairman. Additionally, on April
23, 2018, Kenneth Berlin was appointed President and Chief Executive Officer and named a member of the Board of Directors. Mr.
Berlin’s knowledge of industry standards, his experience in industry operations, and his leadership experience complements
Dr. Sidransky’s scientific knowledge.
While
we do not have a formal policy regarding the separation of our principal executive officer and chairman of our Board, we believe
the current structure is in the best interest of the Company at this time. Further, this structure demonstrates to our employees
and stockholders that we maintain strong leadership, with multiple backgrounds informing strategic direction of the company, and
establishes effective oversight of our operations. This leadership structure promotes strategic development and execution, timely
decision-making and effective management of our resources. We believe that we are well-served by this structure.
Advaxis’
directors are elected annually by the stockholders and serve for one-year terms until his/her successor is elected and qualified
or until such director’s earlier death, resignation or removal. The executive officers and key personnel are appointed by
and serve at the discretion of the Board of Directors.
Executive
Officers and Directors of the Company
The
current executive officers and directors of Advaxis and their respective ages as of January 31, 2021 are as set forth in the table
below. There are no family relationships among any of our directors or our executive officers.
Name
|
|
Age
|
|
Position
|
Dr.
David Sidransky (2) (3) (4)
|
|
60
|
|
Chairman
of our Board of Directors
|
Dr.
James P. Patton (1) (3) (4)
|
|
63
|
|
Vice
Chairman of our Board of Directors
|
Roni
A. Appel (1) (3)
|
|
54
|
|
Director
|
Kenneth
A. Berlin (5)
|
|
56
|
|
President
and Chief Executive Officer, Interim Chief Financial Officer, Director
|
Richard
J. Berman (1) (2)
|
|
78
|
|
Director
|
Dr.
Samir N. Khleif (2) (4)
|
|
57
|
|
Director
|
Andres
Gutierrez
|
|
61
|
|
Chief
Medical Officer and Executive Vice President
|
Igor
Gitelman
|
|
45
|
|
Chief
Accounting Officer and Vice President of Finance
|
|
(1)
|
Member
of the Audit Committee
|
|
(2)
|
Member
of the Compensation Committee
|
|
(3)
|
Member
of the Nominating and Corporate Governance Committee
|
|
(4)
|
Member
of the Research & Development Committee
|
|
(5)
|
Mr.
Berlin was appointed as Interim Chief Financial Officer following Ms. Molly Henderson’s (former Chief Financial Officer)
resignation, which became effective on September 25, 2020.
|
Dr.
David Sidransky
Dr.
Sidransky currently serves as the Chairman of our Board of Directors and has served as a member of our Board of Directors since
July 2013. He 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 and Professor of Oncology, Otolaryngology, Genetics, and Pathology at Johns Hopkins
University School of Medicine. He has served as Chairman or Lead of the Board of Directors of Champions Oncology since October
2007 and was a director and Vice-Chairman of ImClone Systems until its merger with Eli Lilly Inc. He is the Chairman of Tamir
Biotechnology and Ayala and serves on the Board of Directors of Galmed and Orgenesis. He has served on scientific advisory boards
of MedImmune, Roche, Amgen, and Veridex, LLC (a Johnson & Johnson diagnostic company), among others. Dr. Sidransky served
as Director (2005-2008) of the American Association for Cancer Research (AACR). He earned his B.S. from Brandeis University and
his Medical Doctorate from Baylor College of Medicine. Dr. Sidransky’s experience in life science companies, as well as
his scientific knowledge, qualify him to service as our director and non-executive chairman.
Dr.
James P. Patton
Dr.
Patton currently serves as the Vice Chairman of our Board of Directors, has served as the Chairman of our Board and has been a
member of our Board of Directors since February 2002. Furthermore, Dr. Patton was the Chairman of our Board of Directors from
November 2004 until December 2005, as well as a period from July 2013 until May 2015, and was our Chief Executive Officer from
February 2002 to November 2002. Since February 1999, Dr. Patton has been the Vice President of Millennium Oncology Management,
Inc., which is a consulting company in the field of oncology services delivery. Dr. Patton was a trustee of Dundee Wealth US,
a mutual fund family, from October 2006 through September 2014. He is a founder and has been chairman of VAL Health, LLC, a health
care consultancy, from 2011 to the present. In addition, he was President of Comprehensive Oncology Care, LLC, a company that
owned and operated a cancer treatment facility in Exton, Pennsylvania from 1999 until its sale in 2008. From February 1999 to
September 2003, Dr. Patton also served as a consultant to LibertyView Equity Partners SBIC, LP, a venture capital fund based in
Jersey City, New Jersey. From July 2000 to December 2002, Dr. Patton served as a director of Pinpoint Data Corp. From February
2000 to November 2000, Dr. Patton served as a director of Healthware Solutions. From June 2000 to June 2003, Dr. Patton served
as a director of LifeStar Response. He earned his B.S. from the University of Michigan, his Medical Doctorate from Medical College
of Pennsylvania, and his M.B.A. from Penn’s Wharton School. Dr. Patton was also a Robert Wood Johnson Foundation Clinical
Scholar. He has published papers regarding scientific research in human genetics, diagnostic test performance and medical economic
analysis. Dr. Patton’s experience as a trustee and consultant to funds that invest in life science companies provide him
with the perspective from which we benefit. Additionally, Dr. Patton’s medical experience and service as a principal and
director of other life science companies make Dr. Patton particularly qualified to serve as our director and non-executive vice
chairman.
Roni
A. Appel
Mr.
Appel has served as a member of our Board of Directors since November 2004. He was our President and Chief Executive Officer from
January 1, 2006 until December 2006 and Secretary and Chief Financial Officer from November 2004 to September 2006. From December
15, 2006 to December 2007, Mr. Appel served as a consultant to us. Mr. Appel currently is a self-employed consultant and the Co-Founder
and President of Spirify Pharma Inc. Previously, he served as Chief Executive Officer of Anima Biotech Inc., from 2008 through
January 31, 2013. From 1999 to 2004, he was a partner and managing director of LV Equity Partners (f/k/a LibertyView Equity Partners).
From 1998 until 1999, he was a director of business development at Americana Financial Services, Inc. From 1994 to 1996, he worked
as an attorney. Mr. Appel holds an M.B.A from Columbia University (1998) and an LL.B. from Haifa University (1994). Mr. Appel’s
longstanding service with us and his entrepreneurial investment career in early stage biotech businesses qualify him to serve
as our director.
Kenneth
Berlin
Mr.
Berlin has served as our President and Chief Executive Officer and a member of our Board of Directors since April 2018. Mr. Berlin
has served as our Interim Chief Financial Officer since September 2020. Prior to joining Advaxis, Mr. Berlin served as President
and Chief Executive Officer of Rosetta Genomics from November 2009 until April 2018. Prior to Rosetta Genomics, Mr. Berlin was
Worldwide General Manager at cellular and molecular cancer diagnostics developer Veridex, LLC, a Johnson & Johnson company.
At Veridex he grew the organization to over 100 employees, launched three cancer diagnostic products, led the acquisition of its
cellular diagnostics partner, and delivered significant growth in sales as Veridex transitioned from an R&D entity to a commercial
provider of oncology diagnostic products and services. Mr. Berlin joined Johnson & Johnson in 1994 and served as corporate
counsel for six years. From 2001 until 2004 he served as Vice President, Licensing and New Business Development in the pharmaceuticals
group, and from 2004 until 2007 served as Worldwide Vice President, Franchise Development, Ortho-Clinical Diagnostics. Mr. Berlin
holds an A.B. degree from Princeton University and a J.D. from the University of California Los Angeles School of Law. Mr. Berlin’s
experience in life science companies, as well as his business experience in general qualify him to service as our director.
Richard
J. Berman
Mr.
Berman has served as a member of our Board of Directors since September 1, 2005. Richard Berman’s business career spans
over 35 years of venture capital, senior management and merger and acquisitions experience. In the past 5 years, Mr. Berman has
served as a director and/or officer of over a dozen public and private companies. From 2006-2011, he was Chairman of National
Investment Managers, a company with $12 billion in pension administration assets. Mr. Berman currently serves as a director of
four public healthcare companies Cryoport Inc., Advaxis, Inc., BioVie, Inc. and BriaCell Therapeutics. Recently, he became a director
of Comsovereign Holding Corp, a leader in the drone market. From 2002 to 2010, he was a director at Nexmed Inc. (now Apricus Biosciences,
Inc.) where he also served as Chairman/CEO in 2008 and 2009. From 1998-2000, he was employed by Internet Commerce Corporation
(now Easylink Services) as Chairman and CEO and served as director from 1998-2012. Previously, Mr. Berman worked at Goldman Sachs,
was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments, created the
largest battery company in the world in the 1980s by merging Prestolite, General Battery and Exide to form Exide Technologies
(XIDE), helped to create what is now Soho (NYC) by developing five buildings, and advised on over $4 billion of M&A transactions
(completed over 300 deals). He is a past Director of the Stern School of Business of NYU where he obtained his B.S. and M.B.A.
He also has US and foreign law degrees from Boston College and The Hague Academy of International Law, respectively. Mr. Berman’s
extensive knowledge of our industry, his role in the governance of publicly held companies and his directorships in other life
science companies qualify him to serve as our director.
Dr.
Samir Khleif
Dr.
Khleif has served as a member of our Board of Directors since October 2014. He currently serves as the Director of the State of
Georgia Cancer Center, Georgia Regents University Cancer Center and the Cancer Service Line. Dr. Khleif was formerly Chief of
the Cancer Vaccine Section at the NCI, and also served as a Special Assistant to the Commissioner of the FDA leading the Critical
Path Initiative for oncology. Dr. Khleif is a Georgia Research Alliance Distinguished Cancer Scientist and Clinician and holds
a professorship in Medicine, Biochemistry and Molecular Biology, and Graduate Studies at Georgia Regents University. Dr. Khleif’s
research program at Georgia Regents University Cancer Center focuses on understanding the mechanisms of cancer-induced immune
suppression, and utilizing this knowledge for the development of novel immune therapeutics and vaccines against cancer. His research
group designed and performed some of the first cancer vaccine clinical trials targeting specific genetic changes in cancer cells.
He led many national efforts and committees on the development of biomarkers and integration of biomarkers in clinical trials,
including the AACR-NCI-FDA Cancer Biomarker Collaborative and the ASCO Alternative Clinical Trial Design. Dr. Khleif is the author
of many book chapters and scientific articles on tumor immunology and biomarkers process development, and he is the editor for
two textbooks on cancer therapeutics, tumor immunology, and cancer vaccines. Dr. Khleif was inducted into the American Society
for Clinical Investigation, received the National Cancer Institute’s Director Golden Star Award, the National Institutes
of Health Award for Merit, the Commendation Medal of the US Public Health Service, and he was recently appointed to the Institute
of Medicine National Cancer Policy Forum. Dr. Khleif’s distinguished career as well as his extensive expertise in vaccines
and immunotherapies qualify him to serve as our director.
Andres
Gutierrez, M.D., Ph.D.
Dr.
Gutierrez has served as our Executive Vice President and Chief Medical Officer since April 2018. Prior to joining Advaxis, Dr.
Gutierrez served as Chief Medical Officer for Oncolytics Biotech, Inc. from November 2016 to April 2018. Prior to Oncolytics,
Dr. Gutierrez was Chief Medical Officer at SELLAS Life Sciences Group from November 2015 to September 2016 and was Medical Director,
Early Development Immuno-Oncology at Bristol-Myers Squibb from October 2012 to November 2015, where he oversaw the development
of translational and clinical development of immuno-oncology programs in solid tumors and hematological malignancies. Earlier,
Dr. Gutierrez was Medical Director for several biotechnology companies, including Sunesis Pharmaceuticals, BioMarin Pharmaceutical,
Proteolix and Oculus Innovative Sciences, leading key programs with talazoparib and carfilzomib, among others. Prior to Oculus,
he served as Director of the Gene & Cell Therapy Unit at the National Institutes of Health in Mexico City and as a consultant
physician at the Hospital Angeles del Pedregal.
Igor
Gitelman
Mr.
Gitelman has served as the Company’s Chief Accounting Officer since February 2021 and as the Company’s VP of Finance
since November 2020. Before joining the Company, Mr. Gitelman served as CFO Executive Financial Consultant for Accu Reference
Medical Labs, a clinical diagnostic laboratory. Before that, from February 2017 through November 2018, Mr. Gitelman served as
a chief accounting officer of Cancer Genetics, Inc., a drug discovery, preclinical oncology, and immuno-oncology services company.
Prior to that, Mr. Gitelman served as an Assistant to Vice President (AVP) of Finance and Tax at clinical diagnostic laboratory,
BioReference Laboratories, Inc., from October 2005 to October 2016. During this time at BioReference Laboratories, Inc., Mr. Gitelman
held various positions of increasing responsibility managing the company’s internal audit function, SEC financial reporting,
tax and corporate finance functions.
Director
Independence
Each
of our incumbent non-employee directors is independent in accordance with the definition set forth in the Nasdaq rules. Each nominated
member of each of our Board committees is an independent director under the Nasdaq standards applicable to such committees. The
Board considered the information included in transactions with related parties as outlined below along with other information
the Board considered relevant, when considering the independence of each director.
Board
Meetings and Committee Meetings; Attendance
All
directors who served as directors at the time attended our 2020 Annual Meeting of Stockholders. Directors are expected, but not
required, to attend the annual meeting of stockholders. Our Board holds meetings at least quarterly. Our Board held 15 meetings
during fiscal year 2020, 4 of which were regularly scheduled and 11 were special meetings.
Audit
Committee
The
Audit Committee of our Board of Directors is currently composed of Mr. Berman (Chairman), Mr. Appel and Dr. Patton, all of whom
satisfy the independence and other standards for Audit Committee members under the Nasdaq rules and the Exchange Act rules. The
Audit Committee is responsible for recommending the engagement of auditors to the full Board, reviewing the results of the audit
engagement with the independent registered public accounting firm, reviewing the quality and integrity of our financial statements
in consultation with our independent accountants, and suggesting an appropriate course of action for any irregularities, reviewing
the adequacy, scope, and results of the internal accounting controls and procedures, reviewing the degree of independence of the
auditors, as well as the nature and scope of our relationship with our independent registered public accounting firm, and reviewing
the auditors’ fees. For fiscal year 2020, Mr. Berman served as the Audit Committee’s financial expert as defined under
Item 407 of Regulation S-K. The Audit Committee held six meetings during the most recent fiscal year.
The
Audit Committee operates under a written Audit Committee Charter, which is available to stockholders on our website at http://www.advaxis.com/corporate-governance/governance-overview.
Compensation
Committee
The
Compensation Committee of our Board of Directors currently consists of Mr. Berman, and Drs. Khleif and Sidransky (Chairman). The
Compensation Committee determines the salaries, bonuses, and incentive and equity compensation of our officers subject to applicable
employment agreements, provides recommendations for the salaries and incentive compensation of our other employees and consultants,
and reviews and oversees our compensation programs and policies generally. For executives other than the Chief Executive Officer,
the Compensation Committee receives and considers performance evaluations and compensation recommendations submitted to the Committee
by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by
the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. The agenda for
meetings of the Compensation Committee is usually determined by its Chairman, with the assistance of the Company’s Chief
Executive Officer. The Compensation Committee conducts at least five regularly scheduled meetings each year, which are regularly
attended by the Chief Executive Officer. The Compensation Committee engaged AON Consulting, a compensation consultant, in September
2020, to perform a compensation program review and market analysis, as well as provide recommendations regarding adjustments to
executive officer base salaries, target bonus opportunities and long-term equity incentives. The Compensation Committee held six
meetings during the 2020 fiscal year.
The
Compensation Committee operates under a written Compensation Committee Charter, which is available to stockholders on our website
at http://www.advaxis.com/corporate-governance/governance-overview.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee of our Board of Directors currently consists of Drs. Patton (Chairman), Appel and
Sidransky. The functions of the Nominating and Corporate Governance Committee include identifying and recommending to the Board
individuals qualified to serve as members of the Board and on the committees of the Board, advising the Board with respect to
matters of board composition, procedures and committees, developing and recommending to the Board a set of corporate governance
principles applicable to us and overseeing corporate governance matters generally including review of possible conflicts and transactions
with persons affiliated with directors or members of management, and overseeing the annual evaluation of the Board and our management.
The Nominating and Governance Committees held three meetings during the 2020 fiscal year.
On
September 29, 2020, the Board approved amendments to and the restatement of the Company’s bylaws (the “By-Laws”),
which included amendments to the procedures by which stockholders may recommend nominees to the Company’s Board of Directors.
The Nominating and Corporate Governance Committee will consider director candidates recommended by eligible stockholders. Stockholders
may recommend director nominees for consideration by the Nominating and Corporate Governance Committee by writing to the Nominating
and Corporate Governance Committee, Attention: Chairman, Advaxis, Inc., 305 College Road East, Princeton, New Jersey, 08540. Any
recommendations for director made to the Nominating and Corporate Governance Committee should include the nominee’s name
and qualifications for membership on our Board and must include the information required pursuant to the By-Laws with respect
to the nominating stockholder and the director nominee.
The
Company must receive the written nomination for an annual meeting not less than 90 days and not more than 120 days prior to the
first anniversary of the previous year’s annual meeting of stockholders, or, if no annual meeting was held the previous
year or the date of the annual meeting is advanced more than 30 days before or delayed more than 60 days after the anniversary
date, we must receive the written nomination not later than the later of 90 days prior to such annual meeting or the close of
business on the tenth day following the day on which public announcement of the date of such annual meeting is made by the Company.
The
Nominating and Corporate Governance Committee operates under a written Nominating and Corporate Governance Committee Charter,
which is available to stockholders on our website at http:// www.advaxis.com/corporate-governance/governance-overview.
Research
and Development Committee
The
Research and Development Committee was established in August 2013 with the purpose of providing advice and guidance to the Board
on scientific and medical matters and development. The Research and Development Committee currently consists of Drs. Sidransky,
Khleif and Patton. The functions of the Research and Development Committee include providing advice and guidance to the Board
on scientific matters and providing advice and guidance to the Board on medical matters. The Research and Development Committee
held did not hold any meetings during the 2020 fiscal year.
Code
of Ethics
We
have adopted a Code of Business Conduct and Ethics that applies to our employees, senior management and Board of Directors,
including the Chief Executive Officer and Chief Accounting Officer. The Code of Business Conduct and Ethics is available on our
website at http://www.advaxis.com/corporate-governance/governance-overview.
Item
11: Executive Compensation.
The
following table sets forth the compensation of our chief executive officer and chief financial officer, and our “named executive
officers,” for the fiscal years ended October 31, 2020 and 2019:
Summary
Compensation Table
Name
and Principal Position
|
|
Fiscal
Year
|
|
|
Salary
|
|
|
Bonus
(1)
|
|
|
Stock
Award(s)
|
|
|
Option
Award(s)
(2)
|
|
|
All
Other
Compensation
(3)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
Berlin (4)
|
|
|
2020
|
|
|
$
|
554,320
|
|
|
$
|
554,320
|
|
|
|
-
|
|
|
$
|
26,000
|
|
|
$
|
53,809
|
|
|
$
|
1,188,449
|
|
President, Chief Executive Officer,
Interim Chief Financial Officer
|
|
|
2019
|
|
|
$
|
551,750
|
|
|
$
|
240,000
|
|
|
|
-
|
|
|
$
|
146,398
|
|
|
$
|
45,588
|
|
|
$
|
983,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molly Henderson (4)
|
|
|
2020
|
|
|
$
|
369,163
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
26,000
|
|
|
$
|
18,593
|
|
|
$
|
413,756
|
|
Executive VP, Chief Financial Officer
|
|
|
2019
|
|
|
$
|
397,896
|
|
|
$
|
120,000
|
|
|
|
-
|
|
|
$
|
58,498
|
|
|
$
|
20,052
|
|
|
$
|
596,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andres Gutierrez (4)
|
|
|
2020
|
|
|
$
|
426,130
|
|
|
$
|
170,560
|
|
|
|
-
|
|
|
$
|
26,000
|
|
|
$
|
27,575
|
|
|
$
|
650,265
|
|
Senior VP, Chief Medical Officer
|
|
|
2019
|
|
|
$
|
424,423
|
|
|
$
|
120,000
|
|
|
|
-
|
|
|
$
|
58,498
|
|
|
$
|
24,346
|
|
|
$
|
627,267
|
|
|
(1)
Represents annual incentive bonuses for services performed during fiscal 2020 and fiscal 2019, which in each case were
paid in the following fiscal year. In fiscal 2020, the NEOs received bonuses approximating 100% for Mr. Berlin and 0% for
Ms. Henderson and 40% for Dr. Gutierrez. In fiscal 2019, the NEOs received bonuses approximating 43% for Mr. Berlin
and 30% for Ms. Henderson and 28% for Dr. Gutierrez. These bonuses reflect achievement of corporate goals and objectives for
fiscal 2020 and fiscal 2019, respectively.
|
|
|
|
(2)
Reflects the aggregate grant date fair value of stock options determined in accordance with FASB ASC Topic 718. The
assumptions used in determining the grant date fair values of the stock options are set forth in Note 7 to the Company’s
financial statements.
|
|
|
|
(3)
All Other Compensation is more fully described in the table under “All Other Compensation – Supplemental”
below.
|
|
|
|
(4)
Mr. Berlin and Mr. Gutierrez began their employment with the Company as the CEO and the CMO, respectively, in April
2018. Ms. Henderson began her employment as the Company’s CFO in June 2018 and resigned effective September 25, 2020.
Mr. Berlin was appointed as Interim Chief Financial Officer following Ms. Henderson’s resignation.
|
All
Other Compensation – Supplemental
|
|
Fiscal
|
|
|
Health
Insurance
Premiums
|
|
|
Life
and AD&D Insurance
|
|
|
Matching
Contributions
to 401(k) Plan
|
|
|
Other
|
|
|
Total
|
|
Name
and Principal Position
|
|
Year
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Berlin
|
|
|
2020
|
|
|
|
26,402
|
|
|
|
5,568
|
|
|
|
21,239
|
|
|
|
600
|
|
|
|
53,809
|
|
President, Chief Executive Officer
|
|
|
2019
|
|
|
|
23,348
|
|
|
|
998
|
|
|
|
21,242
|
|
|
|
-
|
|
|
|
45,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molly Henderson
|
|
|
2020
|
|
|
|
2,769
|
|
|
|
510
|
|
|
|
14,760
|
|
|
|
554
|
|
|
|
18,593
|
|
Executive VP, Chief Financial Officer
|
|
|
2019
|
|
|
|
3,115
|
|
|
|
998
|
|
|
|
15,939
|
|
|
|
-
|
|
|
|
20,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andres Gutierrez
|
|
|
2020
|
|
|
|
26,399
|
|
|
|
576
|
|
|
|
-
|
|
|
|
600
|
|
|
|
27,575
|
|
Senior VP, Chief Medical Officer
|
|
|
2019
|
|
|
|
23,348
|
|
|
|
998
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,346
|
|
Employment
Agreements with Named Executive Officers
The
Company appointed Mr. Berlin as President and Chief Executive Officer, effective April 23, 2018. The Company and Mr. Berlin entered
into an employment agreement, effective April 23, 2018, which provides for an initial three-year term, after which it will be
automatically renewed for one year periods, unless otherwise terminated by either party upon ninety (90) days’ written notice.
The employment agreement provides that Mr. Berlin will receive a base salary of $554,320 per year, as adjusted for annual increases
by the Compensation Committee since entry of the agreement, and he is eligible for an annual bonus targeted at 55% of his base
salary based on achievement of performance goals in the discretion of the Compensation Committee. Mr. Berlin also received a one-time
lump-sum bonus equal to $150,000 that was paid within fifteen (15) days following the effective date of the agreement. Mr. Berlin
also received 50,000 stock options and 16,667 restricted stock units (both as adjusted to account for our 1 for 15 reverse stock
split effective March 29, 2019), which vest in equal instalments over the first three years of his employment. In May 2020, Mr.
Berlin received an additional 50,000 stock options, which vest in equal instalments of 16,667 options on the first three anniversary
dates of the grant.
The
Company appointed Ms. Henderson as Executive Vice President and Chief Financial Officer, effective June 6, 2018 and she resigned
effective September 25, 2020. The Company and Ms. Henderson entered into an employment agreement, effective June 6, 2018, which
provided for an initial three-year term, after which it automatically renewed for one year periods, unless otherwise terminated
by either party upon ninety (90) days’ written notice. The employment agreement provided that Ms. Henderson would receive
a base salary of $399,750 per year, as adjusted for annual increases by the Compensation Committee since entry of the agreement,
and eligible for an annual bonus based on achievement of performance goals in the discretion of the Compensation Committee. On
June 6, 2018, Ms. Henderson also received 16,667 stock options (as adjusted to account for our 1 for 15 reverse stock split effective
March 29, 2019), which vest annually on the first three anniversaries of her employment. In November 2018 and in October 2019
Ms Henderson received 8,333 and 25,000 stock options respectively which vest in three equal annual instalments each. In May 2020,
Ms. Henderson received an additional 50,000 stock options, which vest in equal annual instalments of 16,667 options on the first
three anniversary dates of the grant. Following Ms. Henderson’s resignation from the Company, which was effective September
25, 2020, all of Ms. Henderson’s options, expired unexercised.
The
Company appointed Mr. Gutierrez as Executive Vice President and Chief Medical Officer, effective April 23, 2018. The Company and
Mr. Gutierrez entered into an employment agreement, effective April 23, 2018, which provides for an initial three-year term, after
which it will be automatically renewed for one year periods, unless otherwise terminated by either party upon ninety (90) days’
written notice. The employment agreement provides that Mr. Gutierrez will receive a base salary of $426,400 per year, as adjusted
for annual increases by the Compensation Committee since entry of the agreement, and eligible for an annual bonus based on achievement
of performance goals at the discretion of the Compensation Committee. Mr. Gutierrez also received a one-time lump-sum bonus equal
to $40,000 that was paid within the first ninety (90) days following the effective date of the agreement. Mr. Gutierrez also received
16,667 stock options (as adjusted to account for our 1 for 15 reverse stock split effective March 29, 2019), which vest annually
on the first three anniversaries of his employment as an equity incentive award. In May 2020, Mr. Gutierrez received an additional
50,000 stock options, which vest in equal installments of 16,667 options on the first three anniversary dates of the grant.
In
the event the named executive officer’s employment is terminated without Just Cause, or if the executive voluntarily resigns
with Good Reason, or if the named executive officer’s employment is terminated due to disability (all as defined in their
respective employment agreements), and so long as the named executive officer executes a confidential separation and release agreement,
in addition to the applicable base salary, plus any accrued but unused vacation time and unpaid expenses that have been earned
as of the date of such termination, the named executive officer is entitled to the following severance benefits: (i) twelve months
of base salary payable in in equal monthly installments, (ii) a bonus payment for the year in which the employment is terminated
equal to the target bonus percentage, multiplied by the base salary in effect at the time of termination, (iii) continued health
and welfare benefits for 12 months, and (iv) full vesting of all stock options and stock awards (with extension of the exercise
period for stock options by two years).
In
the event Mr. Berlin’s employment is terminated without Just Cause during the period beginning 3 months prior to a Change
in Control (as defined in Mr. Berlin’s employment agreement) and ending 18 months after the Change in Control (such period,
the “CIC Protection Period”), or if Mr. Berlin voluntarily resigns with Good Reason, during the CIC Protection Period,
and provided that Mr. Berlin continues to comply with certain covenants set forth in his employment agreement, in addition to
the applicable base salary and any earned but unpaid bonus for the prior fiscal year, plus any accrued but unused vacation time
and unpaid expenses that have been earned as of the date of such termination, Mr. Berlin is entitled to the following severance
benefits: (i) an amount equal to 1.75 times the sum of the applicable base salary plus an amount equal to Mr. Berlin’s target
bonus, payable in a single lump sum within sixty (60) days of the termination, (ii) a bonus payment for the year in which the
employment is terminated equal to the target bonus percentage, multiplied by the base salary in effect at the time of termination,
multiplied by a fraction, the numerator of which is the number of calendar days Mr. Berlin was employed during such year and the
denominator is 365, (iii) continued health and welfare benefits for 21 months, and (iv) full vesting and exercisability of all
stock options and stock awards.
The
named executive officer employment agreements contain customary covenants regarding non-solicitation, non-compete, confidentiality
and works for hire.
Potential
Payments Upon Termination or Change-in-Control
Termination
of Employment
As
described above under “Employment Agreements with Named Executive Officers,” the Company has entered into employment
agreements with each of the named executive officers that provide for certain severance payments and benefits in the event the
named executive officer’s employment with the Company is terminated under certain circumstances.
In
addition, upon a Change in Control of the Company, unvested equity awards held by an executive officer will be accelerated as
follows: (i) outstanding stock options and other awards in the nature of rights that may be exercised shall become fully vested
and exercisable, (ii) time-based restrictions on restricted stock, restricted stock units and other equity awards shall lapse
and the awards shall become fully vested, and (iii) performance-based equity awards, if any, shall become vested and shall be
deemed earned based on an assumed achievement of all relevant performance goals at “target” levels, and shall payout
pro rata to reflect the portion of the performance period that had elapsed prior to the Change in Control.
The
table below shows the estimated value of benefits to each of the named executive officers if their employment had been terminated
under various circumstances as of October 31, 2020. The amounts shown in the table exclude accrued but unpaid base salary, unreimbursed
employment-related expenses, accrued but unpaid vacation pay, and the value of equity awards that were vested by their terms as
of October 31, 2020.
|
|
Involuntary
Termination
without a
Change in
Control ($)
|
|
|
Involuntary
Termination in
connection with
a Change in
Control ($)
|
|
|
Death
($)
|
|
|
Disability
($)
|
|
|
Termination
for Cause;
Voluntary
Resignation ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Berlin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
severance
|
|
|
554,320
|
(1)
|
|
|
1,503,593
|
(5)
|
|
|
-
|
|
|
|
554,320
|
(1)
|
|
|
-
|
|
Bonus
|
|
|
304,876
|
(7)
|
|
|
304,876
|
(2)
|
|
|
304,876
|
(2)
|
|
|
304,876
|
(7)
|
|
|
-
|
|
Health benefits
|
|
|
30,335
|
(3)
|
|
|
53,087
|
(6)
|
|
|
-
|
|
|
|
30,335
|
(3)
|
|
|
-
|
|
Value of equity
Acceleration
|
|
|
2,344
|
(4)
|
|
|
2,344
|
(4)
|
|
|
2,344
|
(4)
|
|
|
2,344
|
(4)
|
|
|
-
|
|
Total
|
|
|
891,875
|
|
|
|
1,863,900
|
|
|
|
307,220
|
|
|
|
891,875
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andres Gutierrez
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash severance
|
|
|
426,130
|
(1)
|
|
|
426,130
|
(1)
|
|
|
-
|
|
|
|
426,130
|
(1)
|
|
|
-
|
|
Bonus
|
|
|
170,452
|
(7)
|
|
|
170,452
|
(7)
|
|
|
170,452
|
(7)
|
|
|
170,452
|
(7)
|
|
|
-
|
|
Health benefits
|
|
|
30,318
|
(3)
|
|
|
30,318
|
(6)
|
|
|
-
|
|
|
|
30,318
|
(3)
|
|
|
-
|
|
Value of equity
Acceleration
|
|
|
233
|
(4)
|
|
|
233
|
(4)
|
|
|
233
|
(4)
|
|
|
233
|
(4)
|
|
|
-
|
|
Total
|
|
|
627,133
|
|
|
|
627,133
|
|
|
|
170,685
|
|
|
|
627,133
|
|
|
|
-
|
|
|
(1)
|
Reflects
severance payment equal to one times base salary payable in equal monthly instalments for 12 months.
|
|
|
|
|
(2)
|
Reflects
pro rata bonus determined by multiplying the target bonus amount for the year in which the termination occurs by a fraction,
the numerator of which is the number of calendar days the executive is employed during such year and the denominator of which
is 365. Because the amounts reflected in the table assume the named executive officer’s employment was terminated
on October 31, 2020 (the last day of the 2020 fiscal year), the amounts reflected are not pro-rated.
|
|
|
|
|
(3)
|
Reflects
the Company’s cost of continued health coverage at active employee rates for 12 months.
|
|
|
|
|
(4)
|
Reflects
the value of unvested in-the-money stock options and RSUs that vest upon the designated event.
|
|
|
|
|
(5)
|
For
Mr. Berlin, reflects 1.75 times the sum of his base salary and target bonus, payable in equal monthly installments for 21
months. For the other named executive officers, equals one times base salary, payable in equal monthly installments for 12
months.
|
|
|
|
|
(6)
|
Reflects
the full cost of continued health coverage for 21 months for Mr. Berlin and 12 months for the other named executive officers.
|
|
|
|
|
(7)
|
Represents
a bonus payment equal to the executive’s target bonus.
|
Outstanding
Equity Awards at 2020 Fiscal Year-End
The
following table summarizes all outstanding equity awards held by our named executive officers at fiscal year-end. The market or
payout value of unearned shares, units or rights that have not vested equals $0.338, which was the closing price of Advaxis’
common shares on Nasdaq on October 31, 2020 and for performance based restricted stock units presumes that the target performance
goals are met.
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Option
Exercise
Price ($)
|
|
|
Option
Expiration
Date
|
|
Number
of
Shares or
Units of Stock
That Have Not
Vested (#)
|
|
|
Value
of
Shares or
Units of Stock
That Have Not
Vested ($)
|
|
Kenneth
Berlin
|
|
|
33,334
|
|
|
|
16,666
|
(1)
|
|
|
24.30
|
|
|
4/23/2028
|
|
|
5,555
|
(6)
|
|
|
1,878
|
|
|
|
|
7,111
|
|
|
|
14,222
|
(2)
|
|
|
8.10
|
|
|
11/5/2028
|
|
|
-
|
|
|
|
-
|
|
|
|
|
16,667
|
|
|
|
33,333
|
(3)
|
|
|
0.31
|
|
|
10/24/2029
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
50,000
|
(4)
|
|
|
0.66
|
|
|
5/04/2030
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Molly Henderson
|
|
|
11,112
|
|
|
|
-
|
|
|
|
25.65
|
|
|
12/25/2020
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,778
|
|
|
|
-
|
|
|
|
8.10
|
|
|
12/25/2020
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andres Gutierrez
|
|
|
11,112
|
|
|
|
5,555
|
(5)
|
|
|
24.30
|
|
|
4/23/2028
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,778
|
|
|
|
5,555
|
(2)
|
|
|
8.10
|
|
|
11/5/2028
|
|
|
-
|
|
|
|
-
|
|
|
|
|
8,333
|
|
|
|
16,667
|
(3)
|
|
|
0.31
|
|
|
10/24/2029
|
|
|
-
|
|
|
|
|
|
|
|
|
-
|
|
|
|
50,000
|
(4)
|
|
|
0.66
|
|
|
5/04/2030
|
|
|
-
|
|
|
|
-
|
|
|
(1)
|
Of
these options, one-third vested on December 31, 2018, one-third vested on April 23, 2020, and the award will be fully vested
on April 23, 2021.
|
|
|
|
|
(2)
|
Of
these options, one-third vested on November 5, 2019, one-third will vest on November 5, 2020, and the award will be fully
vested on November 5, 2021.
|
|
|
(3)
|
Of
these options, one-third vested on October 24, 2020, one-third will vest on October 24, 2021, and the award will be fully
vested on October 24, 2022.
|
|
|
|
|
(4)
|
Of
these options, one-third will vest on May 4, 2021, one-third will vest on May 4, 2022, and the award will be fully vested
on May 4, 2023.
|
|
|
|
|
(5)
|
Of
these options, one-third vested on April 23, 2019, one-third vested on April 23, 2020, and the award will be fully vested
on April 23, 2021
|
|
|
|
|
(6)
|
Represents
restricted stock units granted to Mr. Berlin as an inducement award on April 23, 2018. The award vests over three years with
one-third vested on December 31, 2018, one-third vesting on April 23, 2020, and the award will be fully vested on April 23,
2021.
|
|
|
|
The
table below summarizes the compensation that was earned by our non-employee directors for fiscal year 2020:
Name
|
|
Fees
Earned or Paid
in Cash ($) (1)
|
|
|
Option
Awards ($) (2)
|
|
|
Total
($)
|
|
Dr. David Sidransky
|
|
|
105,000
|
|
|
|
6,760
|
|
|
|
111,760
|
|
Dr. James Patton
|
|
|
87,500
|
|
|
|
6,760
|
|
|
|
94,260
|
|
Roni A. Appel
|
|
|
62,500
|
|
|
|
6,760
|
|
|
|
69,260
|
|
Richard J. Berman
|
|
|
72,500
|
|
|
|
6,760
|
|
|
|
79,260
|
|
Dr. Samir N. Khleif
|
|
|
67,500
|
|
|
|
6,760
|
|
|
|
74,260
|
|
|
(1)
|
Represents
the annual retainers paid in cash for director services in fiscal year 2020.
|
|
|
|
|
(2)
|
Reflects
the aggregate grant date fair value of stock options determined in accordance with FASB ASC Topic 718. The assumptions used
in determining the grant date fair values of the stock options are set forth in Note 7 to the Company’s financial statements.
|
Item
12: Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
The
following table sets forth information regarding the beneficial ownership of our common stock by (a) each person who is known
to us to be the owner of more than five percent (5%) of our common stock, (b) each of our directors, (c) each of the named executive
officers, and (d) all directors and executive officers and executive employees as a group. For purposes of the table, a person
or group of persons is deemed to have beneficial ownership of any shares that such person has the right to acquire within 60 days
of January 31, 2021. The percentage of ownership is based on 116,131,688 shares outstanding as of January 31, 2021. Unless otherwise
indicated by footnote, the address for each of the beneficial owners set forth in the table below is c/o Advaxis, Inc., 305 College
Road East, Princeton, NJ 08540.
Name
of Beneficial Owner
|
|
Total
# of
Shares
Beneficially
Owned
|
|
|
Percentage
of
Ownership
|
|
Kenneth
Berlin (1)
|
|
|
80,334
|
|
|
|
*
|
%
|
Igor Gitelman (2)
|
|
|
0
|
|
|
|
*
|
%
|
David Sidransky (3)
|
|
|
20,688
|
|
|
|
*
|
%
|
Roni Appel (4)
|
|
|
24,837
|
|
|
|
*
|
%
|
Richard Berman (5)
|
|
|
16,290
|
|
|
|
*
|
%
|
Samir Khleif (6)
|
|
|
19,751
|
|
|
|
*
|
%
|
James Patton (7)
|
|
|
32,056
|
|
|
|
*
|
%
|
Andres Gutierrez (8)
|
|
|
28,751
|
|
|
|
*
|
%
|
All
Current Directors and Officers as a Group (8 People) (9)
|
|
|
222,707
|
|
|
|
*
|
%
|
Molly Henderson (10)
|
|
|
5,833
|
|
|
|
*
|
%
|
Renaissance Technologies
LLC (11)
|
|
|
6,069,343
|
|
|
|
5.23
|
%
|
*Less
than 1%
(1)
Represents 16,111 issued shares of our Common Stock and options to purchase 64,223 shares of our Common Stock exercisable
within 60 days.
(2)
Mr. Gitelman’s options are not exercisable within 60 days.
(3)
Represents 7,355 issued shares of our Common Stock and
options to purchase 13,333 shares of our Common Stock exercisable within 60 days.
(4)
Represents 10,476 issued shares of our Common Stock, options
to purchase 12,472 shares of our Common Stock exercisable within 60 days and warrants to purchase 1,889 shares of our Common Stock
exercisable within 60 days.
(5)
Represents 3,711 issued shares of our Common Stock and
options to purchase 12,579 shares of our Common Stock exercisable within 60 days.
(6)
Represents 4,639 issued shares of our Common Stock and
options to purchase 15,112 shares of our Common Stock exercisable within 60 days.
(7)
Represents 19,117 issued shares of our Common Stock and
options to purchase 12,939 shares of our Common Stock exercisable within 60 days.
(8)
Represents 3,750 issued shares of our Common Stock and
options to purchase 25,001 shares of our Common Stock exercisable within 60 days.
(9)
Represents 65,159 issued shares of our Common Stock and
options to purchase 155,659 shares of our Common Stock exercisable within 60 days and warrants to purchase 1,889 shares of our
Common Stock exercisable within 60 days.
(10)
Represents 5,833 issued shares of our Common Stock. Ms.
Henderson resigned as the Company’s Chief Financial Officer effective September 25, 2020.
(11)
Represents 6,069,343 issued shares of our Common Stock.
The address for Renaissance Technologies LLC is 800 Third Avenue, New York, New York 10022. Information is derived solely from
Schedule 13G/A filed on February 11, 2021.
Securities
Authorized for Issuance under Equity Compensation Plans
Equity
Compensation Plan Information
The
following table includes information related to shares available and outstanding awards under our equity incentive plans as of
October 31, 2020:
Plan
Category
|
|
Number
of
Securities to be
issued upon
Exercise of
outstanding
Options,
Warrants and
Rights (#)
|
|
|
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights ($)
|
|
|
Number
of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (#)
|
|
Equity Compensation Plans
approved by security holders
|
|
|
1,011,768
|
|
|
|
33.43
|
|
|
|
4,856,166
|
|
Equity Compensation
Plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
TOTAL:
|
|
|
1,011,768
|
|
|
|
33.43
|
|
|
|
4,856,166
|
|
Compensation
Committee Interlocks and Insider Participation
The
members of the Compensation Committee during the 2020 fiscal year were of Mr. Berman, and Drs. Khleif and Sidransky. During the
2020 fiscal year, no member of our Compensation Committee was an officer, former officer or employee of the Company or had any
direct or indirect material interest in a transaction with us or in a business relationship with the Company that would require
disclosure under the applicable rules of the SEC. In addition, no interlocking relationship existed between any member of our
Compensation Committee, any member of our Board, or one of our executive officers, and any member of the board of directors or
compensation committee of any other company.
Compensation
Committee Report
Our
Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review
and discussion, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis
be included in our Annual Report on Form 10-K.
|
The
Compensation Committee
|
|
|
Dr.
David Sidransky – Chair
|
|
|
Dr.
Samir Khleif
|
|
|
Richard
Berman
|