UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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Millendo Therapeutics, Inc. |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing. |
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Amount Previously Paid:
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Date Filed:
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April 24, 2020
To our stockholders:
We are pleased to invite you to attend the 2020 Annual Meeting of
Stockholders of Millendo Therapeutics, Inc. to be held on
Friday, June 19, 2020 at 1:00 p.m. Eastern Time. The
Annual Meeting will be a virtual stockholder meeting through which
you can listen to the meeting, submit questions and vote online.
The Annual Meeting can be accessed by visiting
www.meetingcenter.io/295858597, entering the meeting password
MLND2020, and entering your 15-digit control number (included on
the Notice of Internet Availability of Proxy Materials mailed to
you).
Details regarding admission to the Annual Meeting and the business
to be conducted at the Annual Meeting are described in the
accompanying Notice of Annual Meeting of Stockholders and proxy
statement.
We have elected to provide access to our proxy materials over the
Internet under the U.S. Securities and Exchange Commission's
"notice and access" rules. As a result, we are mailing to our
stockholders a notice instead of paper copies of this proxy
statement and our 2019 Annual Report. The notice contains
instructions on how to access those documents over the Internet.
The notice also contains instructions on how stockholders can
receive a paper copy of our proxy materials, including this proxy
statement, our 2019 Annual Report and a form of proxy card or
voting instruction form. We believe that providing our proxy
materials over the Internet increases the ability of our
stockholders to connect with the information they need, while
reducing the environmental impact and cost of our Annual
Meeting.
Your vote is important. Whether or not you plan to attend the
Annual Meeting, we hope you will vote as soon as possible. You may
vote by telephone or through the Internet by following the
instructions on the notice you received, or, if you receive a paper
proxy card by mail, by completing and returning the proxy card or
voting instruction form mailed to you. Please carefully review the
instructions on each of your voting options described in this proxy
statement, as well as in the notice you received in the
mail.
Thank you for your ongoing support of and continued interest in
Millendo Therapeutics, Inc. We look forward to your
participation at the Annual Meeting.
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Sincerely, |
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/s/ JULIA C. OWENS PH.D. |
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Julia C. Owens Ph.D. |
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President, Chief Executive Officer and Director |
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MILLENDO THERAPEUTICS, INC.
110 Miller Avenue, Suite 100
Ann Arbor, MI 48104
________________________________________________________________________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 19, 2020
To the Stockholders of Millendo
Therapeutics, Inc.:
NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders
(the "Annual Meeting") of Millendo Therapeutics, Inc., a
Delaware corporation (the "Company") will be held on Friday,
June 19, 2020 at 1:00 p.m. Eastern Time. The Annual
Meeting will be a virtual stockholder meeting through which you can
listen to the meeting, submit questions and vote online. The Annual
Meeting can be accessed by visiting www.meetingcenter.io/295858597,
entering the meeting password MLND2020, and entering your 15-digit
control number (included on the Notice of Internet Availability of
Proxy Materials mailed to you). There is no physical location for
the Annual Meeting. The purpose of the Annual Meeting will be the
following:
1.To
elect three (3) nominees for director named in the
accompanying proxy statement (the "Proxy Statement") to hold office
until the 2023 Annual Meeting of Stockholders.
2.To
ratify the selection by the Audit Committee of the Board of
Directors of Ernst & Young LLP as the independent
registered public accounting firm of the Company for its fiscal
year ending December 31, 2020.
3.To
approve, on an advisory basis, the compensation of the Company's
named executive officers, as disclosed in the accompanying Proxy
Statement.
4.To
conduct any other business properly brought before the Annual
Meeting.
These items of business are more fully described in the Proxy
Statement accompanying this Notice.
The record date for the Annual Meeting is April 20, 2020. Only
stockholders of record at the close of business on that date may
vote at the Annual Meeting or any adjournment or postponement
thereof.
For the ten days prior to the Annual Meeting, a list of
stockholders entitled to vote at the Annual Meeting will be
available for examination by any stockholder of record for purposes
germane to the Annual Meeting. You may make a request by calling
our
corporate headquarters at (734) 845-9000 during regular business
hours.
In addition, during the Annual Meeting, that list of stockholders
will be available for examination by any stockholder of record at
www.meetingcenter.io/295858597.
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By Order of the Board of Directors, |
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/s/ TAMARA JOSEPH |
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Tamara Joseph |
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Corporate Secretary |
Ann Arbor, Michigan
April 24, 2020
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You are cordially invited to attend the Annual Meeting via our
virtual meeting platform. Whether or not you expect to attend the
Annual Meeting, please vote by telephone or through the Internet
prior to the Annual Meeting, or, if you receive a paper proxy card
by mail, by completing and returning the proxy card mailed to you,
as promptly as possible in order to ensure your representation at
the Annual Meeting. Voting instructions are provided in the Notice
of Internet Availability of Proxy Materials, or, if you receive a
paper proxy card by mail, the instructions are printed on your
proxy card and included in the accompanying Proxy Statement. Even
if you have voted by proxy, you may still vote online while
attending the Annual Meeting. Please note, however, that if your
shares are held of record by a brokerage firm, bank or other agent
and you wish to vote at the Annual Meeting, you must obtain a proxy
issued in your name from that agent in order to vote your shares
that are held in such agent's name and account. |
Table of Contents
MILLENDO THERAPEUTICS, INC.
110 Miller Avenue, Suite 100
Ann Arbor, MI 48104
PROXY STATEMENT
FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 19, 2020
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND
VOTING
We are providing you with these proxy materials because the Board
of Directors of Millendo Therapeutics, Inc. (the "Board") is
soliciting your proxy to vote at the 2020 Annual Meeting of
Stockholders (the "Annual Meeting") of Millendo
Therapeutics, Inc. (the "Company"), including at any
adjournments or postponements thereof, to be held on Friday,
June 19, 2020 at 1:00 p.m. Eastern Time. The Annual
Meeting will be a virtual stockholder meeting through which you can
listen to the meeting, submit questions and vote online. The Annual
Meeting can be accessed by visiting www.meetingcenter.io/295858597,
entering the meeting password MLND2020, and entering your 15-digit
control number (included on the Notice of Internet Availability of
Proxy Materials mailed to you). You are invited to attend the
Annual Meeting to vote on the proposals described in this Proxy
Statement. However, you do not need to attend the Annual Meeting to
vote your shares. Instead, you may simply follow the instructions
below to submit your proxy. The proxy materials, including this
Proxy Statement and our Annual Report on Form 10-K for the
year ended December 31, 2019, are being distributed and made
available on or about April 24, 2020. As used in this Proxy
Statement, references to "we," "us," "our," "Millendo" and the
"Company" refer to Millendo Therapeutics, Inc. and our
consolidated subsidiaries.
Why did I receive a Notice of Internet Availability of Proxy
Materials on the Internet instead of a full set of proxy
materials?
Pursuant to rules adopted by the Securities and Exchange Commission
(the "SEC"), we have elected to provide access to our proxy
materials over the Internet rather than printing and mailing the
proxy materials. We believe electronic delivery will expedite the
receipt of materials and will help lower our costs and reduce the
environmental impact of our annual meeting materials. Accordingly,
we have sent you a Notice of Internet Availability of Proxy
Materials (the "Notice") because the Board is soliciting your proxy
to vote at the Annual Meeting, including at any adjournments or
postponements of the Annual Meeting.
The Notice will provide instructions as to how stockholders may
access and review the proxy materials, including the Notice of
Annual Meeting, proxy statement, proxy card and Annual Report on
Form 10-K, on the website referred to in the Notice or,
alternatively, how to request that a copy of the proxy materials,
including a proxy card, be sent to them by mail. The Notice will
also provide voting instructions. In addition, stockholders of
record may request to receive the proxy materials in printed form
by mail or electronically by e-mail on an ongoing basis for future
stockholder meetings. Please note that, while our proxy materials
are available at the website referenced in the Notice, and our
Notice of Annual Meeting, proxy statement and Annual Report on
Form 10-K are available on our website, no other information
contained on either website is incorporated by reference in or
considered to be a part of this document.
We intend to mail the Notice on or about April 24, 2020 to all
stockholders of record entitled to vote at the Annual Meeting. The
proxy materials, including the Notice of 2020 Annual Meeting of
Stockholders, this proxy statement and accompanying proxy card or,
for shares held in street name (held for your account by a broker
or other nominee), voting instruction form, and the Annual Report
on Form 10-K for the year ended December 31, 2019, will
be made available to stockholders on the Internet on the same
date.
Will I receive any other proxy materials by mail?
You will not receive any additional proxy materials via mail unless
(1) you request a printed copy of the proxy materials in
accordance with the instructions set forth in the Notice or
(2) we elect, in our discretion, to send you a proxy card and
a second Notice of Internet Availability of Proxy Materials, which
we may send on or after May 4, 2020.
How do I attend the Annual Meeting?
The Annual Meeting will be held on Friday, June 19, 2020 at
1:00 p.m. Eastern Time. The Annual Meeting will be a virtual
stockholder meeting through which you can listen to the meeting,
submit questions and vote online. The Annual Meeting can be
accessed by visiting www.meetingcenter.io/295858597, entering the
meeting password MLND2020, and entering your 15-digit control
number (included on the Notice of Internet Availability of Proxy
Materials mailed to you). We recommend that you log in a few
minutes before the Annual Meeting on June 19, 2020 to ensure you
are logged in when the meeting starts. Online check-in will begin
at 12:55 p.m. Eastern Time.
We have decided to hold a virtual meeting in light of concerns
regarding the COVID-19 pandemic and because it improves stockholder
access, encourages greater global participation, lowers costs
compared to an in-person event, and aligns with our broader
sustainability goals. Stockholders attending the virtual meeting
will be afforded the same rights and opportunities to participate
as they would at an in-person meeting. Information on how to vote
online while attending the Annual Meeting is discussed
below.
How do I register to attend the Annual Meeting virtually on the
Internet?
If you are a registered shareholder (i.e., you hold your shares
through our transfer agent, Computershare), you do not need to
register to attend the Annual Meeting virtually on the Internet.
Please follow the instructions on the notice or proxy card that you
received.
If you hold your shares through an intermediary, such as a bank or
broker, you must register in advance to attend the Annual Meeting
virtually on the Internet. To register to attend the Annual Meeting
online by webcast you must submit proof of your proxy power (legal
proxy) reflecting your Company holdings along with your name and
email address to Computershare. Requests for registration must be
labeled as “Legal Proxy” and be received no later than 5:00 p.m.,
Eastern Time, on June 16, 2020. You will receive a confirmation of
your registration by email after we receive your registration
materials.
Requests for registration should be directed to us at the
following:
By email: Forward the email from your broker, or attach an image of
your legal proxy, to legalproxy@computershare.com
By mail:
Computershare
Millendo Therapeutics, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
Can I ask questions at the Annual Meeting?
Only stockholders of record as of the record date for the Annual
Meeting and their proxy holders may submit questions or comments at
the Annual Meeting. If you would like to submit a question, you may
do so by joining the virtual Annual Meeting at
www.meetingcenter.io/295858597, entering the meeting password
MLND2020 and your 15-digit control number (included on the Notice
of Internet Availability of Proxy Materials mailed to you), and
typing your question in the box in the Annual Meeting
portal.
To help ensure that we have a productive and efficient meeting, and
in fairness to all stockholders in attendance, you will also find
posted our rules of conduct for the Annual Meeting when you log in
prior to its start. In accordance with the rules of conduct, we ask
that you limit your remarks to one brief question or comment that
is relevant to the Annual Meeting or our business and that remarks
are respectful of your fellow stockholders and meeting
participants. Questions may be grouped by topic by our management
with a representative question read aloud and answered. In
addition, questions may be ruled as out of order if they are, among
other things, irrelevant to our business, related to pending or
threatened litigation, disorderly, repetitious of statements
already made, or in furtherance of the speaker’s own personal,
political or business interests. Questions will be addressed in the
Q&A portion of the Annual Meeting.
What if I need technical assistance accessing or participating in
the virtual Annual Meeting?
If you encounter any difficulties accessing the virtual Annual
Meeting during the check-in or meeting time, please call the
technical support number that will be posted on the Virtual
Stockholder Meeting log-in page. Technical support will be
available starting at 12:30 p.m. Eastern Time on June 19,
2020.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on
April 20, 2020 will be entitled to vote online while attending
the Annual Meeting. On this record date, there were 18,998,252
shares of common stock outstanding and entitled to
vote.
Stockholder of Record: Shares Registered in Your Name
If on April 20, 2020, your shares were registered directly in
your name with our transfer agent, Computershare Trust Company,
N.A., then you are a stockholder of record. As a stockholder of
record, you may vote online while attending the Annual Meeting or
vote by proxy. Whether or not you plan to attend the Annual
Meeting, we urge you to vote your shares electronically through the
Internet prior to the meeting, over the telephone, or by completing
and returning a printed proxy card that you may request or that we
may elect to deliver at a later time to ensure your vote is
counted.
Beneficial Owner: Shares Registered in the Name of a Broker or
Bank
If on April 20, 2020, your shares were held, not in your name,
but rather in an account at a brokerage firm, bank, dealer or other
similar organization, then you are the beneficial owner of shares
held in "street name" and the Notice is being forwarded to you by
that organization. The organization holding your account is
considered to be the stockholder of record for purposes of voting
at the Annual Meeting. As a beneficial owner, you have the right to
direct your broker or other agent regarding how to vote the shares
in your account. You are also invited to attend the Annual Meeting.
However, since you are not the stockholder of record, you may not
vote your shares online while attending the Annual Meeting unless
you request and obtain a valid proxy from your broker or other
agent.
What am I voting on?
There are three matters scheduled for a vote:
•Election
of three (3) directors to hold office until the 2023 Annual
Meeting of Stockholders (Proposal 1);
•Ratification
of the selection by the Audit Committee of the Board of
Ernst & Young LLP as the independent registered
public accounting firm of the Company for its fiscal year ending
December 31, 2020 (Proposal 2); and
•Approval,
on an advisory basis, of the compensation of the Company's named
executive officers, as disclosed in this proxy statement (Proposal
3).
What if another matter is properly brought before the Annual
Meeting?
The Board knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are
properly brought before the Annual Meeting, it is the intention of
the persons acting as proxies to vote on those matters in
accordance with their best judgment.
How do I vote?
You may either vote "FOR" each of the proposed nominees to the
Board or you may "WITHHOLD" your vote for each of the proposed
nominees to the Board. Proxies cannot be voted for a greater number
of persons than the three nominees named in this proxy statement.
For each of the other matters to be voted on, you may vote "FOR" or
"AGAINST" or abstain from voting.
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote online while
attending the Annual Meeting, vote by proxy over the telephone,
vote by proxy through the Internet prior to the Annual Meeting, or
vote by proxy using a proxy card that you may request or that we
may elect to deliver at a later time. Whether or not you plan to
attend the Annual Meeting, we urge you to vote by proxy to ensure
your vote is counted. You may still attend the Annual Meeting and
vote online during the Annual Meeting even if you have already
voted by proxy.
•To
vote online
during
the Annual Meeting, join the virtual Annual Meeting at
www.meetingcenter.io/295858597, enter the meeting password MLND2020
and your 15-digit control number (included on the Notice of
Internet Availability of Proxy Materials mailed to you) and follow
the instructions in the Annual Meeting portal.
•To
vote by using a printed proxy card that may be delivered to you,
simply complete, sign and date the proxy card that may be delivered
and return it promptly in the envelope provided. If you return your
signed proxy card to us before the Annual Meeting, we will vote
your shares as you direct.
•To
vote over the telephone, dial toll-free (866) 641-4276 using a
touch-tone phone and follow the recorded instructions. You will be
asked to provide the company number and control number from the
Notice. Your telephone vote must be received by 11:59 p.m.,
Eastern Time on June 18, 2020 to be counted.
•To
vote through the Internet
without attending
the Annual Meeting, go to http://www.investorvote.com/MLND to
complete an electronic proxy card. You will be asked to provide the
company number and control number from the Notice. Your Internet
vote must be received by 11:59 p.m., Eastern Time on
June 18, 2020 to be counted.
Beneficial Owner: Shares Registered in the Name of Broker or
Bank
If you are a beneficial owner of shares registered in the name of
your broker, bank or other agent, you should have received a Notice
containing voting instructions from that organization rather than
from us. Simply follow the voting instructions in the Notice to
ensure that your vote is counted. To vote online while attending
the Annual Meeting, you must obtain a valid proxy from your broker,
bank or other agent. Follow the instructions from your broker or
bank included with these proxy materials, or contact your broker or
bank to request a proxy form.
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We provide Internet proxy voting to allow you to vote your shares
online via proxy prior to the Annual Meeting, and Internet voting
to allow you to vote your shares during the Annual Meeting, with
procedures designed to ensure the authenticity and correctness of
your proxy vote instructions. However, please be aware that you
must bear any costs associated with your Internet access, such as
usage charges from Internet access providers and telephone
companies.
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Can I vote my shares by filling out and returning the
Notice?
No. The Notice identifies the items to be voted on at the Annual
Meeting, but you cannot vote by marking the Notice and returning
it. The Notice provides instructions on how to vote.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share
of common stock you owned as of April 20, 2020.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by telephone,
through the Internet prior to the Annual Meeting, by completing the
printed proxy card that may be delivered to you or online while
attending the Annual Meeting, your shares will not be
voted.
Beneficial Owner: Shares Registered in the Name of Broker or
Bank
If you are a beneficial owner and do not instruct your broker, bank
or other agent how to vote your shares, the question of whether
your broker or nominee will still be able to vote your shares
depends on whether the particular proposal is considered to be a
"routine" matter under applicable rules. Brokers and nominees can
use their discretion to vote "uninstructed" shares with respect to
matters that are considered to be "routine" under applicable rules
but not with respect to "non-routine" matters. Under applicable
rules and interpretations, "non-routine" matters are matters that
may substantially affect the rights or privileges of stockholders,
such as mergers, stockholder proposals, elections of directors
(even if not contested), executive compensation (including any
advisory stockholder votes on executive compensation and on the
frequency of stockholder votes on executive compensation), and
certain corporate governance proposals, even if
management-supported. Accordingly, your broker or nominee may not
vote your shares on Proposals 1 and 3 without your instructions,
but may vote your shares in its discretion on Proposal 2 even in
the absence of your instruction.
What if I return a proxy card or otherwise vote but do not make
specific choices?
If you return a signed and dated proxy card or otherwise vote
without marking voting selections, your shares will be voted, as
applicable, "FOR" the election of the nominees to the Board, "FOR"
the ratification of the selection of Ernst &
Young LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2020, and "FOR" the
advisory approval of named executive officer compensation. If any
other matter is properly presented at the meeting, your proxyholder
(one of the individuals named on your proxy card) will vote your
shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition
to these proxy materials, our directors and employees may also
solicit proxies in person, by telephone or by other means of
communication. Directors and employees will not be paid any
additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of
forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered
in more than one name or in different accounts. Please follow the
voting instructions on the Notices to ensure that all of your
shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the vote during
the Annual Meeting. If you are the record holder of your shares,
you may revoke your proxy in any one of the following
ways:
•You
may submit another properly completed proxy card with a later date
(which automatically revokes the earlier proxy).
•You
may grant a subsequent proxy by telephone or through the Internet
prior to the Annual Meeting.
•You
may send a timely written notice that you are revoking your
earlier-dated proxy to our Corporate Secretary c/o Millendo
Therapeutics, Inc., 110 Miller Avenue, Suite 100,
Ann Arbor, Michigan 48104.
•You
may attend the Annual Meeting and vote online during the meeting.
Simply attending the Annual Meeting via the virtual platform will
not, by itself, revoke your proxy.
Even if you plan to attend the Annual Meeting, we recommend that
you also submit your proxy or voting instructions or vote by
telephone or through the Internet so that your vote will be counted
if you later decide not to attend the Annual Meeting.
Your most current proxy card or telephone or Internet proxy is the
one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or
Bank
If your shares are held by your broker or bank as a nominee or
agent, you should follow the instructions provided by your broker,
bank or other agent to change your voting
instructions.
When are stockholder proposals and director nominations due for
next year's annual meeting?
To be considered for inclusion in next year's proxy materials, you
must submit your proposal, in writing, by December 25, 2020,
to our Corporate Secretary c/o Millendo Therapeutics, Inc.,
110 Miller Avenue, Suite 100, Ann Arbor,
Michigan 48104, and you must comply with all applicable
requirements of Rule 14a-8 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Pursuant to our bylaws, if you wish to bring a proposal before the
stockholders or nominate a director at the 2021 Annual Meeting of
Stockholders, but you are not requesting that your proposal or
nomination be included in next year's proxy materials, you must
notify our Corporate Secretary between February 19, 2021 and
the close of business on March 22, 2021. However, if our 2021
Annual Meeting of Stockholders is not held between May 28,
2021 and August 18, 2021, to be timely, notice by the
stockholder must be received not earlier than the close of business
on the 120th day prior to the 2021 Annual Meeting of
Stockholders and not later than the close of business on the later
of (i) the 90th day prior to the 2021 Annual Meeting of
Stockholders or (ii) the 10th day following the day on
which notice of the date of the 2021 Annual Meeting was mailed or
public announcement of the date of the 2021 Annual Meeting of
Stockholders is made, whichever occurs first. You are also advised
to review our bylaws, which contain additional requirements about
advance notice of stockholder proposals and director
nominations.
How are votes counted?
Votes will be counted by the inspector of election appointed for
the Annual Meeting, who will separately count, for the proposal to
elect directors (Proposal 1), votes "FOR," "WITHHOLD" and broker
non-votes; and with respect to all other proposals, votes "FOR" and
"AGAINST," abstentions and, if applicable, broker non-votes.
Abstentions will not be counted towards the vote total for each of
Proposals 2 and 3, and will have no effect on the voting of each of
those proposals. Broker non-votes on Proposals 1 and 3 will have no
effect and will not be counted towards the vote total for any of
those proposals.
What are "broker non-votes"?
As discussed above, when a beneficial owner of shares held in
"street name" does not give instructions to the broker or nominee
holding the shares as to how to vote on matters deemed to be
"non-routine," the broker or nominee cannot vote the shares. These
unvoted shares are counted as "broker non-votes." Proposals 1 and 3
are considered to be "non-routine" under New York Stock Exchange
("NYSE") rules and we therefore expect broker non-votes to exist in
connection with those proposals.
As a reminder, if you are a beneficial owner of shares held in
street name, in order to ensure your shares are voted in the way
you would prefer, you
must
provide voting instructions to your broker, bank or other agent by
the deadline provided in the materials you receive from your
broker, bank or other agent.
How many votes are needed to approve each proposal?
The following table summarizes the minimum vote needed to approve
each proposal and the effect of abstentions and broker
non-votes:
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Proposal
Number |
Proposal Description |
Vote Required for Approval |
Effect of
Abstentions |
Effect of
Broker
Non-Votes |
|
1 |
Election of Directors |
Directors will be elected by a plurality of the votes cast at the
Annual Meeting by the holders of shares present in person or by
remote communication, if applicable, or represented by proxy and
entitled to vote on the election of directors. The three nominees
receiving the most "FOR" votes will be elected as directors;
withheld votes will have no effect. |
Not applicable |
None |
|
2 |
Ratification of the Selection of Ernst & Young LLP as
our Independent Registered Public Accounting Firm |
To approve Proposal 2, stockholders holding a majority of the
votes cast affirmatively or negatively on the matter must vote
"FOR" the proposal. |
None |
Not applicable(1)
|
|
3 |
Approval, on an advisory basis, of the compensation of the
Company's named executive officers, as disclosed in this proxy
statement. |
To approve Proposal 3, stockholders holding a majority of the
votes cast affirmatively or negatively on the matter must vote
"FOR" the proposal. |
None |
None |
(1)This
proposal is considered to be a "routine" matter under NYSE rules.
Accordingly, if you hold your shares in street name and do not
provide voting instructions to your broker, bank or other agent
that holds your shares, your broker, bank or other agent has
discretionary authority under NYSE rules to vote your shares on
this proposal.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A
quorum will be present if stockholders holding at least a majority
of the outstanding shares entitled to vote are present at the
Annual Meeting by remote communication or represented by proxy. On
the record date, there were 18,998,252 shares outstanding and
entitled to vote. Thus, the holders of 9,499,127 shares must be
present by remote communication or represented by proxy at the
Annual Meeting to have a quorum.
For purposes of determining whether a quorum exists, we count as
present any shares that are voted over the Internet, by telephone,
by completing and submitting a proxy or that are represented by
remote communication at the meeting. Further, for purposes of
establishing a quorum, we will count as present shares that a
stockholder holds even if the stockholder votes to abstain or only
votes on one of the proposals. In addition, we will count as
present shares held in street name by banks, brokers or nominees
who indicate on their proxies that they do not have authority to
vote those shares on Proposals 1 and 3. If a quorum is not present,
we expect to adjourn the Annual Meeting until we obtain a
quorum.
Will a list of stockholders entitled to vote at the Annual Meeting
be available?
For the ten days prior to the Annual Meeting, a list of
stockholders entitled to vote at the Annual Meeting will be
available for examination by any stockholder of record for purposes
germane to the Annual Meeting.
You may make a request by calling our
corporate headquarters at (734) 845-9000 during regular business
hours.
In addition, during the Annual Meeting, that list of stockholders
will be available for examination by any stockholder of record at
www.meetingcenter.io/295858597.
How can I find out the results of the voting at the Annual
Meeting?
Preliminary voting results will be announced at the Annual Meeting.
In addition, final voting results will be published in a current
report on Form 8-K that we expect to file within four business
days after the Annual Meeting. If final voting results are not
available to us in time to file a Form 8-K within four
business days after the Annual Meeting, we intend to file a
Form 8-K to publish preliminary results and, within four
business days after the final results are known to us, file an
additional Form 8-K to publish the final results.
How does the December 2018 merger affect the disclosures in this
proxy statement?
On December 7, 2018, OvaScience, Inc. ("OvaScience")
completed a reverse merger with what was then known as "Millendo
Therapeutics, Inc.", which we refer to as "Private Millendo,"
in accordance with the terms of the Agreement and Plan of Merger
and Reorganization dated as of August 8, 2018, as amended on
September 25, 2018 and November 1, 2018 (the "Merger
Agreement"), by and among OvaScience, Private Millendo and Orion
Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of OvaScience ("Merger Sub") pursuant to which, among
other matters, Merger Sub merged with and into
Private Millendo, with Private Millendo continuing as a wholly
owned subsidiary of OvaScience. We refer to the foregoing
transactions in this proxy statement as "the Merger." On
December 6, 2018, in connection with, and prior to the
completion of, the Merger, OvaScience effected a 1-for-15 reverse
stock split of its common stock (the "Reverse Stock Split") and
immediately following the Merger, OvaScience changed its name to
"Millendo Therapeutics, Inc." Following the completion of the
Merger, the business formerly conducted by OvaScience became the
business conducted by Private Millendo, which is a late-stage
biopharmaceutical company primarily focused on developing novel
treatments for orphan endocrine diseases. All references to common
stock shares and per share amounts in this proxy statement have
been retroactively adjusted to reflect, where applicable, the
Reverse Stock Split, as indicated. As used herein, the words the
"Company", "Millendo," "we," "us," and "our" refer to Millendo
Therapeutics, Inc. and its direct and indirect subsidiaries,
as applicable.
PROPOSAL 1
ELECTION OF DIRECTORS
Our Board is divided into three classes. Each class consists, as
nearly as possible, of one-third of the total number of directors,
and each class has a three-year term. Vacancies on the Board may be
filled only by persons elected by a majority of the remaining
directors. A director elected by the Board to fill a vacancy in a
class, including vacancies created by an increase in the number of
directors, shall serve for the remainder of the full term of that
class and until the director's successor is duly elected and
qualified.
The Board presently has eight members. There are three
Class II directors whose terms of office expire in 2020: James
M. Hindman, Carole L. Nuechterlein, J.D., and Geoffrey M. Nichol,
M.B., Ch.B. Mr. Hindman, Ms. Nuechterlein and Dr. Nichol, each a
current director, have been nominated for election at the Annual
Meeting by the Nominating and Corporate Governance Committee. If
elected at the Annual Meeting, each of Ms. Nuechterlein, Mr.
Hindman and Dr. Nichol would serve until the 2023 Annual Meeting of
Stockholders and until their successor has been duly elected and
qualified, or, if sooner, until their death, resignation or
removal. It is our policy to invite directors and nominees for
director to attend the Annual Meeting. Ms. Owens was the only
director who attended the 2019 Annual Meeting of
Shareholders.
Directors are elected by a plurality of the votes of the holders of
shares present by remote communications or represented by proxy and
entitled to vote on the election of directors. Accordingly, if a
quorum is present, the three nominees receiving the highest number
of affirmative votes will be elected as a Class II director.
Shares represented by executed proxies will be voted, if authority
to do so is not withheld, for the election of the nominees named
below. Proxies cannot be voted for a greater number of persons than
the three nominees named in this proxy statement. If any of the
nominees becomes unavailable for election as a result of an
unexpected occurrence, shares that would have been voted for that
nominee will instead will be voted for the election of a substitute
nominee that we will propose. Each of Ms. Nuechterlein, Mr. Hindman
and Dr. Nichol have agreed to serve if elected. Our management has
no reason to believe that they will be unable to
serve.
The brief biographies below include information, as of the date of
this proxy statement, regarding the specific and particular
experience, qualifications, attributes or skills that led the
Nominating and Corporate Governance Committee to believe that each
director or nominee should serve on our Board.
Nominees for Election as a Class II Director for a Three-Year
Term Expiring at the 2023 Annual Meeting of
Stockholders
Carole L. Nuechterlein, J.D.,
age 59,
served as a member of Private Millendo’s board of directors from
March 2017 until the closing of the Merger, at which point she was
appointed to our Board. Ms. Nuechterlein joined F. Hoffmann-La
Roche Ltd. in 2001 and currently serves as a Deputy Director and
head of Roche Venture Fund. Prior to that, from 1998 to 2001, Ms.
Nuechterlein served as General Counsel for SangStat, Inc., a
biopharmaceutical company. Ms. Nuechterlein has also served as
a member of the boards of directors of a number of private
companies, including each of Aligos Therapeutics, a biotechnology
company, since August 2018, Vivet Therapeutics SAS, a biotechnology
company, since April 2017, CiVi BioPharma, Inc., a
biopharmaceutical company, since March 2017, Lumos
Pharma, Inc., a biopharmaceutical company, since January 2017,
Mission Therapeutics Ltd., a biopharmaceutical company, since
January 2017, Arch Oncology Inc., a biopharmaceutical company,
since August 2016, Second Genome, Inc., a biopharmaceutical
company, since April 2016, and Lysosomal Therapeutics Inc., a
biotechnology company, since May 2014. She also served as a member
of the board of directors of AveXis Inc., a biotechnology company
(Nasdaq: AVXS), from October 2014 to May 2017. Ms. Nuechterlein
received a B.A. from Valparaiso University and a J.D. from
University of Michigan. We believe that Ms. Nuechterlein's
extensive experience in the pharmaceutical and biotechnology
industry and as an investor in life sciences companies qualifies
her to serve on our Board.
James M. Hindman,
age 59,
served as a member of Private Millendo’s board of directors from
June 2016 until the closing of the Merger, at which point he was
appointed to our Board. Since September 2019, Mr. Hindman has
served as a member of the board of directors of Accuray, Inc., a
radiation oncology company (Nasdaq: ARAY). Since November 2018, Mr.
Hindman has served as a member of the board of directors of Aatru
Medical, LLC, a privately held medical device company. From August
2018 to December 2019, Mr. Hindman served as a member of the board
of directors of Sienna Biopharmaceuticals, Inc. (Nasdaq: SNNA).
From December 2017 to December 2018, Mr. Hindman provided financial
consulting services to RANI Therapeutics, a privately held
biotechnology company. Since July 2015, Mr. Hindman has also
provided financial consulting services to Cidara Therapeutics Inc.,
a biotechnology company (Nasdaq: CDTX). Prior to that, from August
2014 to March 2015, Mr. Hindman has served as the Executive Vice
President and Chief Financial Officer of Allergan, Inc., a
multi-specialty healthcare company. From 2002 to August 2014, Mr.
Hindman served as Senior Vice President of Treasury, Risk and
Investor Relations at Allergan, Inc. and from 1984 to 2002, served
in a variety of other finance positions at Allergan, Inc.,
including Senior Vice President, Finance and Controller, Assistant
Corporate Controller, Vice President, Financial Planning and
Analysis. Since June 2015, Mr. Hindman has also served as a member
of the Board of Regents at Loyola Marymount University,
and
from 2007 to June 2015, Mr. Hindman served on their Accounting
Advisory Board. From 2009 to December 2015, Mr. Hindman served as a
member of the board of directors of The Allergan Foundation, a
private charitable foundation. Mr. Hindman received a B.S. in
Accounting from Loyola Marymount University and an M.B.A. from
Pepperdine University. We believe that Mr. Hindman's financial
experience in the life sciences industry qualifies him to serve on
our Board.
Geoff Nichol, M.B., Ch.B., M.B.A.,
age 65,
was appointed to our Board in December 2019. Dr. Nichol has nearly
30 years' experience in drug development. He has served as Chief
Medical Officer at BioMarin Pharmaceutical Inc., where he manages
an active portfolio of clinical development programs, since
November 2016. From July 2011 to November 2016, he was Executive
Vice President, Research and Development at Sangamo BioSciences,
where he managed the preclinical development of several IND
candidates. From September 2002 to January 2010, he was Senior Vice
President of Development at Medarex, where he was responsible for a
portfolio of clinical development programs. From February 1996 to
September 2002, he was Vice President at Novartis, where he managed
a clinical development therapeutic area, United States Medical
Affairs, and Global Project and Portfolio Management. From December
1989 to February 1996, he held various positions up to Group
Medical Director, Clinical Development at SmithKline Beecham, where
he was responsible for anti-infective development and medical
affairs. Dr. Nichol received a B.Med.Sc., M.B., Ch.B., or the
equivalent of an M.D. in the U.S., from Otago University Medical
School in New Zealand and an M.B.A. from Warwick University in the
United Kingdom. We believe that Dr. Nichol's extensive experience
in the pharmaceutical and biotechnology industry qualifies him to
serve on our Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAMED
NOMINEES.
Class III Directors Continuing in Office Until the 2021 Annual
Meeting of Stockholders
Carol G. Gallagher, Pharm.D.,
age 55,
served as a
member of Private Millendo’s board of directors since September
2012 until the closing of the Merger, at which point she was
appointed to our Board. Since October 2014, Dr. Gallagher has
also served as a Partner of New Enterprise Associates, Inc., a
venture capital firm. Prior to that, from October 2013 to July
2014, Dr. Gallagher served as a venture partner with Frazier
Healthcare Partners, a venture capital firm. From 2008 to April
2011, Dr. Gallagher served as the President and Chief
Executive Officer of Calistoga Pharmaceuticals, Inc., a
biotechnology company that was acquired by Gilead
Sciences, Inc. in 2011. Prior to that, from 2007 to 2008,
Dr. Gallagher served as the President and Chief Executive
Officer of Metastatix, Inc., a biopharmaceutical company.
Since February 2013, Dr. Gallagher has served as a member of
the board of directors and the compensation and nominating and
corporate governance committees of Atara Biotherapeutics Inc.,
a biopharmaceutical company (Nasdaq: ATRA), since November, 2017,
as a director at Metacrine, a biopharmaceutical company, and since
December, 2017, PIONYR Immunotherapeutics, a biopharmaceutical
company. From November 2011 until March 2018, Dr. Gallagher
served as a member of the board of directors of
AnaptysBio, Inc., a biotechnology company (Nasdaq: ANAB). From
February 2012 to August 2013, Dr. Gallagher served as a member
of the board of directors of Aragon Pharmaceuticals, Inc., a
pharmaceutical discovery and development company that was acquired
by Johnson & Johnson in August 2013. Dr. Gallagher
received a B.S. and a Pharm.D. from the College of Pharmacy at the
University of Kentucky. We believe that Dr. Gallagher's
extensive experience in the life sciences industry and as a chief
executive officer of various companies qualifies her to serve on
our Board.
Habib J. Dable,
age 50,
served as a member of Private Millendo’s board of directors from
September 2018 until the closing of the Merger, at which
point
he was appointed to our Board. Mr. Dable has served as the
Chief Executive Officer and President and a member of the board of
directors of Acceleron Pharma Inc., a biopharmaceutical
company (Nasdaq: XLRN) since December 2016. Prior to that,
Mr. Dable served in roles of increasing responsibility at
Bayer AG beginning in 1994, most recently serving as the President
of Pharmaceuticals for Bayer in the U.S. from October 2015 until
December 2016. From 2013 to 2015, Mr. Dable served as the
Executive Vice President and Global Head of Specialty Medicine for
Bayer HealthCare Pharmaceuticals, and from 2010 to 2012, he was the
Vice President of Ophthalmology & Global Launch Team Head
for EYLEA. Mr. Dable earned both Bachelor's and Master's
degrees of Business Administration from the University of New
Brunswick in Canada. We believe that Mr. Dable's executive
leadership experience and industry knowledge qualify him to serve
on our Board.
Class I Directors Continuing in Office Until the 2022 Annual
Meeting of Stockholders
Julia C. Owens, Ph.D.,
age 47,
is one of the co-founders of Private Millendo and served as Private
Millendo’s President and Chief Executive Officer and as a member of
Private Millendo’s board of directors since its inception in 2012.
Since the closing of the Merger, Dr. Owens has served as our
President and Chief Executive Officer and as a member of our board
of directors. From 2010 to 2012, Dr. Owens served as the Senior
Vice President of Corporate Development and Strategy at Lycera
Corp., a biopharmaceutical company. Prior to that, from 2004 to
2010, Dr. Owens served in a number of business development
positions at QuatRx Pharmaceuticals Co., a biopharmaceutical
company, including as Head of Business Development from 2009 to
2010. From 1999 to 2004, Dr. Owens served in a number of business
development positions at Tularik Inc., a biotechnology
company, which was acquired by Amgen, Inc. in 2004. Prior to that,
from July to October 1999, Dr. Owens served as a Licensing Officer
in the Office of Technology Management at the University of
California, San Francisco. Dr. Owens received a B.S. in Chemistry
and a B.A. in Molecular and Cellular Biology from the University of
California, Berkeley, and a Ph.D. in Biochemistry from the
University of California, San Francisco. Our board of directors
believes that Dr. Owens’ business and technical expertise along
with her daily insight into corporate matters as our Chief
Executive Officer qualify her to serve on our Board.
Mary Lynne Hedley, Ph.D.,
age 57,
served
as a member of Private Millendo’s board of directors from March
2017 until the closing of the Merger, at which point she was
appointed to our Board. Dr. Hedley has served as the President
and Chief Operating Officer, and a member of the board of directors
of TESARO, Inc., a pharmaceutical company (Nasdaq: TSRO),
since co-founding the company in March 2010. Dr. Hedley has served
on the board of directors of VEEVA Systems (Nasdaq: VEEV) since
August 2019. Dr. Hedley served on the board of directors of
bluebird bio, a pharmaceutical company (Nasdaq: BLUE) from
September 2017 through February 2019 and served as a member of the
board of directors of Receptos, Inc., a biopharmaceutical
company (Nasdaq: RCPT), from April 2014 until it was acquired by
Celgene Corp. in August 2015. Prior to that, from July 2009 to
February 2010, Dr. Hedley served as Executive Vice President
of Operations and Chief Scientific Officer of Abraxis
BioScience, Inc., a biotechnology company. Dr. Hedley
served as Executive Vice President of Eisai Corporation of North
America from January 2008 until July 2009, following
Eisai Co. Ltd.'s acquisition of MGI PHARMA, Inc. in
January 2008. Dr. Hedley also served in various positions at
MGI PHARMA, Inc. from 2004 through its acquisition in 2008,
most recently as Executive Vice President and Chief Scientific
Officer. Prior to that, Dr. Hedley co-founded and served as
the President and Chief Executive Officer of ZYCOS, Inc., a
biotechnology company, which was acquired by MGI PHARMA, Inc.
in 2004. Prior to co-founding ZYCOS, Dr. Hedley completed two
consecutive postdoctoral fellowships at Harvard University.
Dr. Hedley received a B.S. in microbiology from Purdue
University and a Ph.D. in Immunology from the University of Texas,
Southwestern Medical Center. We believe that Dr. Hedley's
extensive experience in the pharmaceutical and biotechnology
industry qualifies her to serve on our Board.
John Howe, III, M.D.,
age 77,
has served
as a member of our board of directors since June 2015. From 2001
through 2015, he served as the President and Chief Executive
Officer of Project HOPE, an international health education and
humanitarian assistance foundation, which operates more than 70
programs in 45 countries on five continents. During
Dr. Howe's tenure, Project HOPE expanded its areas of
distributing medicine, treating infectious diseases and
non-communicable diseases, and promoting the health education and
life improvement of women and children. Before Project HOPE,
Dr. Howe held the Distinguished Chair in Health Policy at The
University of Texas Health Science Center at San Antonio; he served
as the Center's chief executive from 1985 through 2000 and is
currently the President Emeritus. He is a board member of MAXIMUS
Federal, Boston University and the Mary Christie Foundation. His
board service record includes BB&T Bank, where he served as
Chair of the Audit Committee and the Compensation Committee,
Beverly Enterprises, the Texas Biomedical Research Institute and
the United States Air Force Scientific Advisory Board. Among
Dr. Howe's numerous honors and awards are the U.S. Army's
Commander's Award for Public Service, the Surgeon General's
Exemplary Service Award, and the Magnolia Award from the City of
Shanghai, China. Dr. Howe is a published author of numerous
articles, chapters and abstracts in medical journals, including the
New England Journal of Medicine and the Annals of Internal
Medicine, among others. Dr. Howe holds a B.A. from Amherst
College and an M.D. from Boston University School of Medicine. We
believe that Dr. Howe’s experience with global medicine and as a
leader of international health initiatives qualifies him to serve
on our Board.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE
GOVERNANCE
Independence of the Board of Directors
As required under Nasdaq Stock Market ("Nasdaq") listing rules, a
majority of the members of a listed company's board of directors
must qualify as "independent," as affirmatively determined by the
company's board. The Board consults with the Company's counsel to
ensure that the Board's determinations are consistent with relevant
securities and other laws and regulations regarding the definition
of "independent," including those set forth in pertinent listing
standards of Nasdaq, as in effect from time to time.
Our Board has undertaken a review of the independence of the
directors and considered whether any director has a material
relationship with us that could compromise his or her ability to
exercise independent judgment in carrying out his or her
responsibilities. Based upon information requested from and
provided by each director concerning such director's background,
employment and affiliations, including family relationships, our
Board determined that all of the directors, other than
Dr. Owens, are "independent directors" as defined under
current rules and regulations of the SEC and the listing standards
of Nasdaq. In making these determinations, our Board considered the
current and prior relationships that each non-employee director has
with our company and all other facts and circumstances that our
Board deemed relevant in determining their independence, including
the beneficial ownership of our capital stock by each non-employee
director and the transactions involving them described
above.
Board Leadership Structure
The Board has an independent Chair, Carol G. Gallagher, Pharm.D.,
who has authority, among other things, to call and preside over
Board meetings, including meetings of the independent directors, to
set meeting agendas and to determine materials to be distributed to
the Board. Accordingly, the Chair has substantial ability to shape
the work of the Board. We believe that separation of the positions
of Chair and Chief Executive Officer reinforces the independence of
the Board in its oversight of our business and affairs. In
addition, we believe that having an independent Chair creates an
environment that is more conducive to objective evaluation and
oversight of management's performance, increasing management
accountability and improving the ability of the Board to monitor
whether management's actions are in the best interests of the
Company and our stockholders. As a result, we believe that having
an independent Chair can enhance the effectiveness of the Board as
a whole.
Role of the Board in Risk Oversight
One of the Board's key functions is informed oversight of our risk
management process. The Board does not have a standing risk
management committee, but rather administers this oversight
function directly through the Board as a whole, as well as through
various Board standing committees that address risks inherent in
their respective areas of oversight. In particular, our Board is
responsible for monitoring and assessing strategic risk exposure,
including a determination of the nature and level of risk
appropriate for our Company. Our Audit Committee has the
responsibility to consider and discuss our major financial risk
exposures and the steps our management has taken to monitor and
control these exposures, including guidelines and policies to
govern the process by which risk assessment and risk management is
undertaken. The Audit Committee also monitors compliance with legal
and regulatory requirements. Our Nominating and Corporate
Governance Committee monitors the effectiveness of our Corporate
Governance Guidelines, including whether they are successful in
preventing illegal or improper liability-creating conduct. Our
Compensation Committee assesses and monitors whether any of our
compensation policies and programs has the potential to encourage
excessive risk-taking. It is the responsibility of the chairperson
of each committee of the Board to report findings regarding
material risk exposures to the Board as quickly as possible. The
Board has delegated to the Chair the responsibility of coordinating
between the Board and management with regard to the determination
and implementation of responses to any problematic risk management
issues.
Meetings of the Board of Directors
The Board of Directors met eight times during 2019. Each Board
member attended 75% or more of the aggregate number of meetings of
the Board and of the committees on which he or she served, held
during the portion of the last fiscal year for which he or she was
a director or committee member.
INFORMATION REGARDING COMMITTEES OF THE BOARD OF
DIRECTORS
The Board has three committees: an Audit Committee, a Compensation
Committee and a Nominating and Corporate Governance Committee. The
following table provides membership information during 2019 for
each of the Board committees:
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Name |
Audit |
|
Compensation |
|
Nominating and
Corporate
Governance |
|
|
Julia C. Owens, Ph.D. |
|
|
|
|
|
|
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Carol G. Gallagher, Pharm.D. |
|
|
X |
(1)
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Habib J. Dable |
|
|
X |
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Mary Lynne Hedley, Ph.D. |
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|
|
|
X |
(1)
|
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James M. Hindman |
X |
(1)
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John Howe, III, M.D. |
X |
|
X |
(2)
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Geoff Nichol, M.B., Ch.B., M.B.A. |
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|
X |
(2)
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Carole L. Nuechterlein, J.D. |
X |
(2)
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|
X |
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Randall W. Whitcomb, M.D. |
X |
(3)
|
X |
(3)
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_______________________________________________________________________________
(1)Chairperson.
(2)Effective
December 17, 2019.
(3)Dr.
Whitcomb retired from his positions as a member of the Board and as
a member of the Compensation Committee and the Audit Committee,
each effective December 17, 2019.
Below is a description of each committee of the Board.
Each of the committees has authority to engage legal counsel or
other experts or consultants, as it deems appropriate to carry out
its responsibilities. The Board has determined that each member of
each committee meets the applicable Nasdaq rules and regulations
regarding "independence" and each member is free of any
relationship that would impair his or her individual exercise of
independent judgment with regard to the Company.
Audit Committee
The Audit Committee of the Board was established by the Board in
accordance with Section 3(a)(58)(A) of the Exchange Act to
oversee our corporate accounting and financial reporting processes
and audits of our financial statements. For this purpose, the Audit
Committee performs several functions. The Audit Committee evaluates
the performance of and assesses the qualifications of the Company's
independent registered public accounting firm; determines and
approves the engagement of the independent registered public
accounting firm; determines whether to retain or terminate the
existing independent registered public accounting firm or to
appoint and engage a new independent registered public accounting
firm; reviews and approves the retention of the independent
registered public accounting firm to perform any proposed
permissible non-audit services; monitors the rotation of partners
of the independent registered public accounting firm on the
Company's audit engagement team as required by law; reviews and
approves or disapproves transactions between the Company and any
related persons; confers with management and the Company's
independent registered public accounting firm, as appropriate,
regarding the scope, adequacy and effectiveness of internal control
over financial reporting; establishes procedures, as required under
applicable law, for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and the confidential and
anonymous submission by employees of concerns regarding
questionable accounting or auditing matters; and meets to review
the Company's annual audited financial statements and quarterly
financial statements with management and the independent registered
public accounting firm, including a review of the Company's
disclosures under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in its filings with
the SEC.
The Audit Committee is composed of three directors:
Mr. Hindman, Dr. Howe, and Ms. Nuechterlein. The Audit
Committee met seven times during fiscal year 2019. The Board has
adopted a written Audit Committee charter that is available to
stockholders on our website at
http://investors.millendo.com.
The Board reviews the Nasdaq listing standards definition of
independence for Audit Committee members on an annual basis and has
determined that all of the current members of the Audit Committee
are independent (as independence is currently defined under
Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing
rules and under Rule 10A-3 under the Exchange Act). The Board
has also determined that Mr. Hindman qualifies as an "audit
committee financial expert," as defined in applicable
SEC
rules. The Board made a qualitative assessment of
Mr. Hindman's level of knowledge and experience based on a
number of factors, including his formal education and experience as
a chief financial officer for publicly and privately held
companies.
Report of the Audit Committee of the Board of
Directors
The Audit Committee has reviewed and discussed the audited
financial statements for the fiscal year ended December 31, 2019
with management of the Company. The Audit Committee has discussed
with the independent registered public accounting firm the matters
required to be discussed by the applicable requirements of the
Public Company Accounting Oversight Board ("PCAOB"). The Audit
Committee has also received the written disclosures and the letter
from the independent registered public accounting firm required by
applicable requirements of the PCAOB regarding the independent
accountants' communications with the Audit Committee concerning
independence, and has discussed with the independent registered
public accounting firm the accounting firm's independence. Based on
the foregoing, the Audit Committee of the Board of Directors has
recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2019.
Respectfully submitted,
James M. Hindman, Chairperson
John Howe, III, M.D.
Carole Nuechterlein, J.D.
The material in this report is not "soliciting material," is not
deemed "filed" with the SEC and is not to be incorporated by
reference in any filing of the Company under the Securities Act of
1933, as amended, or the Exchange Act, whether made before or after
the date hereof and irrespective of any general incorporation
language in any such filing.
Compensation Committee
The Compensation Committee is composed of three directors:
Dr. Gallagher, Dr. Howe, and Mr. Dable. All members of
our Compensation Committee are independent (as independence is
currently defined in Rule 5605(d)(2) of the Nasdaq listing
rules). The Compensation Committee met five times during fiscal
year 2019. The Board has adopted a written Compensation Committee
charter that is available to stockholders on our website at
http://investors.millendo.com.
The Compensation Committee acts on behalf of the Board to review,
adopt and approve the Company's compensation strategy, policies,
plans and programs, including:
•reviewing
and approving corporate performance goals and objectives relevant
to the compensation of our executive officers and other senior
management, as appropriate, which powers include the power to
exercise discretion to adjust compensation based on such goals and
objectives;
•reviewing
and recommending to the Board the type and amount of compensation
to be paid or awarded to Board members;
•evaluating
and approving the compensation plans and programs advisable for the
Company, as well as evaluating and approving the modification or
termination of existing plans and programs;
•establishing
policies with respect to equity compensation arrangements with the
objective of appropriately balancing the perceived value of equity
compensation and the dilutive and other costs of that compensation
to the Company;
•reviewing
compensation practices and trends to assess the adequacy and
competitiveness of the Company's compensation programs among
comparable companies in our industry;
•reviewing
and approving the terms of any employment agreements, severance
arrangements, change-of-control protections and any other
compensatory arrangements (including, without limitation,
perquisites and any other form of compensation) for the Company's
executive officers and, as appropriate, other senior
management;
•approving
any loans by the Company (i) to our executive officers and
(ii) to our employees who are non-executive officers where the
amount of any such loan exceeds $10,000; and
•administration
of our equity compensation plans, pension and profit-sharing plans,
stock purchase plans, bonus plans, deferred compensation plans and
other similar plan and programs.
Compensation Committee Processes and Procedures
The Compensation Committee typically meets quarterly and with
greater frequency if necessary. The agenda for each meeting is
usually developed by the Chairman of the Compensation Committee, in
consultation with our Chief Executive Officer and our Vice
President of Human Resources. The Compensation Committee meets
regularly in executive session. However, from time to time, various
members of management and other employees as well as outside
advisers or consultants may be invited by the Compensation
Committee to make presentations, to provide financial or other
background information or advice or to otherwise participate in
Compensation Committee meetings. The Chief Executive Officer may
not participate in, or be present during, any deliberations or
determinations of the Compensation Committee regarding her
compensation or individual performance objectives. The charter of
the Compensation Committee grants the Compensation Committee full
access to all books, records, facilities and personnel of the
Company. In addition, under the charter, the Compensation Committee
has the authority to obtain, at the Company's expense, advice and
assistance from compensation consultants and internal and external
legal, accounting or other advisers and other external resources
that the Compensation Committee considers necessary or appropriate
in the performance of its duties. The Compensation Committee has
direct responsibility for the oversight of the work of any
consultants or advisers engaged for the purpose of advising the
Compensation Committee. In particular, the Compensation Committee
has the sole authority to retain, in its sole discretion,
compensation consultants to assist in its evaluation of executive
and director compensation, including the authority to approve the
consultant's reasonable fees and other retention terms. Under the
charter, the Compensation Committee may select, or receive advice
from, a compensation consultant, legal counsel or other adviser to
the Compensation Committee, other than in-house legal counsel and
certain other types of advisers, only after assessing the
independence of such person in accordance with SEC and Nasdaq
requirements that bear upon the adviser's independence; however,
there is no requirement that any adviser be
independent.
During the past fiscal year, after taking into consideration the
six factors prescribed by the SEC and Nasdaq, the Compensation
Committee engaged Aon Radford (the "Consultant"), a compensation
consulting firm, as a compensation consultant. The Compensation
Committee has assessed the Consultant's independence and determined
that the Consultant had no conflicts of interest in connection with
its provisions of services to the Compensation Committee.
Specifically, the Compensation Committee engaged the Consultant to
provide market data, peer group analysis and conduct an executive
compensation assessment analyzing the current cash and equity
compensation and employment agreement terms of our executive
officers and other senior management against compensation for
similarly situated executives at the companies the Consultant
previously identified to be comparable to the Company. Our
management did not have the ability to direct the Consultant's
work.
The Compensation Committee makes most of the significant
adjustments to annual compensation, determines bonus and equity
awards and establishes new performance objectives at one or more
meetings held during the first quarter of each year. The
Compensation Committee also considers matters related to individual
compensation, such as compensation for new executive hires, as well
as high-level strategic issues, such as the efficacy of our
compensation strategy, potential modifications to that strategy and
new trends, plans or approaches to compensation, at various
meetings throughout the year. Generally, the Compensation
Committee's process comprises two related elements: the
determination of compensation levels and the establishment of
performance objectives for the current year. For executives other
than the Chief Executive Officer, the Compensation Committee
solicits and considers evaluations and recommendations submitted to
the Compensation Committee by the Chief Executive Officer. In the
case of the Chief Executive Officer, the evaluation of her
performance is conducted by the Compensation Committee, which
determines any adjustments to her compensation as well as equity
awards to be granted. For all executives and directors as part of
its deliberations, the Compensation Committee may review and
consider, as appropriate, materials such as financial reports and
projections, operational data, tax and accounting information,
tally sheets that set forth the total compensation that may become
payable to executives in various hypothetical scenarios, executive
and director stock ownership information, stock performance data,
analyses of historical executive compensation levels and current
Company-wide compensation levels and recommendations of the
Compensation Committee's compensation consultant, including
analyses of executive and director compensation paid at other
companies identified by the consultant to be comparable to
us.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board is
responsible for identifying and evaluating candidates to serve as
directors of the Company (consistent with criteria approved by the
Board), reviewing and evaluating incumbent directors, recommending
to the Board for selection candidates for election to the Board,
making recommendations to the Board regarding the membership of the
committees of the Board, assessing the performance of management
and the Board and developing a set of corporate governance
principles for the Company.
The Nominating and Corporate Governance Committee is composed of
three directors: Drs. Hedley and Nichol and Ms. Nuechterlein.
Each member of the Nominating and Corporate Governance Committee is
independent (as independence is currently defined in
Rule 5605(a)(2) of the Nasdaq listing rules). The Nominating
and Corporate Governance Committee met four times during fiscal
year 2019. The Board has adopted a written Nominating and Corporate
Governance Committee charter that is available to stockholders on
our website at http://investors.millendo.com.
The Nominating and Corporate Governance Committee believes that
candidates for director should have certain minimum qualifications,
including the ability to read and understand basic financial
statements and having the highest personal integrity and ethics.
The Nominating and Corporate Governance Committee also intends to
consider such factors as possessing relevant expertise upon which
to be able to offer advice and guidance to management, having
sufficient time to devote to the affairs of the Company,
demonstrated excellence in his or her field, having the ability to
exercise sound business judgment and having the commitment to
rigorously represent the long-term interests of our stockholders.
However, the Nominating and Corporate Governance Committee retains
the right to modify these qualifications from time to time.
Candidates for director nominees are reviewed in the context of the
current composition of the Board, our operating requirements and
the long-term interests of our stockholders. In conducting this
assessment, the Nominating and Corporate Governance Committee
typically considers diversity, age, skills and such other factors
as it deems appropriate given the current needs of the Board and
the Company, to maintain a balance of knowledge, experience and
capability.
In the case of incumbent directors whose terms of office are set to
expire, the Nominating and Corporate Governance Committee reviews
these directors' overall service to the Company during their terms,
including the number of meetings attended, level of participation,
quality of performance and any other relationships and transactions
that might impair the directors' independence. In the case of new
director candidates, the Nominating and Corporate Governance
Committee also determines whether the nominee is independent for
Nasdaq purposes, which determination is based upon applicable
Nasdaq listing standards, applicable SEC rules and regulations and
the advice of counsel, if necessary. The Nominating and Corporate
Governance Committee then uses its network of contacts to compile a
list of potential candidates, but may also engage, if it deems
appropriate, a professional search firm. The Nominating and
Corporate Governance Committee conducts any appropriate and
necessary inquiries into the backgrounds and qualifications of
possible candidates after considering the function and needs of the
Board. The Nominating and Corporate Governance Committee meets to
discuss and consider the candidates' qualifications and then
selects a nominee for recommendation to the Board by majority
vote.
The Nominating and Corporate Governance Committee will consider
director candidates recommended by stockholders. The Nominating and
Corporate Governance Committee does not intend to alter the manner
in which it evaluates candidates, including the minimum criteria
set forth above, based on whether or not the candidate was
recommended by a stockholder. Stockholders who wish to recommend
individuals for consideration by the Nominating and Corporate
Governance Committee to become nominees for election to the Board
may do so by delivering a written recommendation to the Nominating
and Corporate Governance Committee at the following address:
Millendo Therapeutics, Inc., 110 Miller Avenue,
Suite 100, Ann Arbor, Michigan 48104 at least 90 days,
but no more than 120 days, prior to the anniversary date of
the mailing of the Company's proxy statement for the last annual
meeting. Submissions must include the full name of the proposed
nominee, a description of the proposed nominee's business
experience for at least the previous five years, complete
biographical information, a description of the proposed nominee's
qualifications as a director and a representation that the
nominating stockholder is a beneficial or record holder of our
common stock. Any such submission must be accompanied by the
written consent of the proposed nominee to be named as a nominee
and to serve as a director if elected.
Stockholder Communications with the Board of Directors
Stockholder communications will be reviewed by our Secretary, who
will determine whether the communication should be presented to the
Board. The purpose of this screening is to allow the Board to avoid
having to consider irrelevant or inappropriate communications (such
as advertisements, solicitations and hostile communications). All
communications made in accordance with our Whistleblower Policy for
Accounting and Auditing Matters that relate to questionable
accounting or auditing matters involving the Company will be
promptly and directly forwarded to our General Counsel, who will
promptly notify the Audit Committee of all complaints that pertain
to an accounting or audit matter and will determine the planned
course of action. Communications regarding matters other than
accounting or audit will be investigated by our General Counsel or
another appropriate person designated by our General Counsel. We
also have a corporate ethics hotline to allow complaints related to
questionable accounting or auditing matters. All inquiries made
through this hotline are immediately directed to our General
Counsel.
Hedging Policy
Pursuant to our Insider Trading and Window Period Policy, our
employees and directors are prohibited from engaging in short
sales, transactions in publicly traded options, such as puts or
calls, hedging transactions, margin accounts, pledges or other
inherently speculative transactions with respect to our common
stock at any time.
Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines to assure that the
Board will have the necessary authority and practices in place to
review and evaluate our business operations as needed and to make
decisions that are independent of our management. The guidelines
are also intended to align the interests of directors and
management with those of our stockholders. The Corporate Governance
Guidelines set forth the practices the Board intends to follow with
respect to, among other things, board composition and selection
including diversity, board meetings and involvement of senior
management, Chief Executive Officer performance evaluation and
succession planning, and board committees and compensation. The
Corporate Governance Guidelines are available on our website at
www.millendo.com on the "Corporate Governance" page.
Code of Business Conduct
We have adopted a Code of Business Conduct (the "Code of Conduct"),
applicable to all of our employees, executives, directors and
independent contractors. The Code of Conduct is available on our
website at www.millendo.com on the "Corporate Governance" page. Our
Board is responsible for overseeing the Code of Conduct and must
approve any waivers of the Code of Conduct for employees, executive
officers and directors. If we make any substantive amendments to
the Code of Conduct or we grant any waiver from a provision of the
Code of Conduct to any executive officer or director, we will
promptly disclose the nature of the amendment or waiver on our
website.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Board has selected Ernst &
Young LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2020 and has further
directed that management submit the selection of our independent
registered public accounting firm for ratification by the
stockholders at the Annual Meeting. Ernst & Young LLP has
audited the Company’s financial statements since 2016.
Representatives of Ernst & Young LLP are expected to
be present at the Annual Meeting. They will have an opportunity to
make a statement if they so desire and will be available to respond
to appropriate questions.
Neither our bylaws nor other governing documents or law require
stockholder ratification of the selection of Ernst &
Young LLP as our independent registered public accounting
firm. However, the Audit Committee of the Board is submitting the
selection of Ernst & Young LLP to the stockholders
for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Audit Committee of
the Board will reconsider whether or not to retain that firm. Even
if the selection is ratified, the Audit Committee of the Board, in
its discretion, may direct the appointment of a different
independent registered public accounting firm at any time during
the year if they determine that such a change would be in the best
interests of the Company and our stockholders.
The affirmative vote of a majority of the votes cast affirmatively
or negatively on this matter will be required to ratify the
selection of Ernst & Young LLP.
Principal Accountant Fees and Services
The following table sets forth the aggregate fees for the audit of
our financial statements for the year ended December 31, 2019 and
for the audit of Private Millendo's financial statements for the
year ended December 31, 2018 and other fees billed for other
services rendered by Ernst & Young LLP during those
periods (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
2019 |
|
2018 |
|
Audit fees(1)
|
$ |
648,000 |
|
|
$ |
967,000 |
|
|
Audit-related fees(2)
|
— |
|
|
97,000 |
|
|
Tax fees(3)
|
317,725 |
|
|
122,000 |
|
|
All other fees(4)
|
2,000 |
|
|
— |
|
|
Total fees |
$ |
967,725 |
|
|
$ |
1,186,000 |
|
(1)Fees
represent services related to our annual audit, quarterly reviews,
SEC offerings and accounting consultations
(2)Fees
represent services related to due diligence services
(3)Fees
represent services related to tax compliance and tax advisory
services
(4)Fees
represent billings for publications and online
subscriptions
Fees for the year ended December 31, 2019 were pre-approved by our
Audit Committee. Fees for the year ended December 31, 2018 were
pre-approved by the Private Millendo Audit Committee.
Prior to the completion of the Merger, Ernst & Young LLP served
as the independent registered public accounting firm, of
OvaScience, Inc. for the year ended December 31, 2018 up to the
completion of the Merger on December 7, 2018. The following table
sets forth the fees billed by Ernst & Young LLP to OvaScience,
Inc. during that period (in thousands):
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2018 |
|
Audit fees |
$ |
265,000 |
|
|
Audit-related fees |
— |
|
|
Tax fees |
107,000 |
|
|
All other fees |
— |
|
|
Total fees |
$ |
372,000 |
|
All fees described above were pre-approved by the OvaScience Audit
Committee.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a pre-approval policy under which
the Audit Committee approves in advance all audit and permissible
non-audit services to be performed by the independent accountants
(subject to a
de minimis
exception). These services may include audit services,
audit-related services, tax services, and other non-audit services.
As part of its pre-approval policy, the Audit Committee considers
whether the provision of any proposed non-audit services is
consistent with the SEC’s rules on auditor independence. In
accordance with its pre-approval policy, the Audit Committee has
pre-approved certain specified audit and non-audit services to be
provided by our independent auditor. If there are any additional
services to be provided, a request for pre-approval must be
submitted to the Audit Committee for its consideration under the
policy. The Audit Committee generally pre-approves particular
services or categories of services on a case-by-case basis.
Finally, in accordance with the pre-approval policy, the Audit
Committee has delegated pre-approval authority to the chair of the
Audit Committee. The chair must report any pre-approval decisions
to the Audit Committee at its next meeting.
All of the services of Ernst & Young LLP for 2018 and 2019 for
Millendo described above were in accordance with the Audit
Committee pre-approval policy, to the extent required by applicable
law.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL
2.
PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act
(the "Dodd-Frank Act"), and Section 14A of the Exchange Act,
the Company's stockholders are entitled to vote to approve, on an
advisory basis, the compensation of the Company's current named
executive officers as disclosed in this proxy statement in
accordance with SEC rules.
This vote is not intended to address any specific item of
compensation, but rather the overall compensation of the Company's
named executive officers described in this proxy statement. The
compensation of the Company's named executive officers subject to
the vote is disclosed in the compensation tables and the related
narrative disclosure contained in this proxy statement. The Company
believes that its compensation policies and decisions are focused
on pay-for-performance principles and strongly aligned with our
stockholders' interests. Compensation of the Company's named
executive officers is designed to enable the Company to attract and
retain talented and experienced executives to lead the Company
successfully in a competitive environment.
Accordingly, the Board is asking the stockholders to indicate their
support for the compensation of the Company's named executive
officers as described in this proxy statement by casting a
non-binding advisory vote "FOR" the following
resolution:
"RESOLVED, that the compensation paid to the Company's named
executive officers, as disclosed pursuant to Item 402 of
Regulation S-K, including the compensation tables and
narrative discussion is hereby APPROVED."
Because the vote is advisory, it is not binding on the Board or the
Company. Nevertheless, the views expressed by the stockholders,
whether through this vote or otherwise, are important to management
and the Board and, accordingly, the Board and the Compensation
Committee intend to consider the results of this vote in making
determinations in the future regarding executive compensation
arrangements.
Advisory approval of this proposal requires the affirmative vote of
a majority of votes cast affirmatively or negatively on this
matter.
Unless the Board decides to modify its policy regarding the
frequency of soliciting say-on-pay votes/advisory votes on the
compensation of the Company's named executives, the next scheduled
say-on-pay vote will be at the 2021 Annual Meeting of
Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL
3.
EXECUTIVE OFFICERS
The following table sets forth information concerning our executive
officers as of the date of this proxy statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
Age |
Title |
|
Julia C. Owens, Ph.D. |
47 |
Director, President and Chief Executive Officer |
|
Christophe Arbet-Engels, M.D., Ph.D. |
58 |
Chief Medical Officer |
|
Tamara Joseph, J.D. |
57 |
General Counsel and Secretary |
|
Louis J. Arcudi III |
59 |
Chief Financial Officer |
|
Ryan Zeidan, Ph.D. |
40 |
Chief Development Officer |
Julia C. Owens, Ph.D.
Biographical information for Dr. Owens is included above with
the director biographies under the caption "Class I Directors
Continuing in Office Until the 2022 Annual Meeting of
Stockholders."
Christophe Arbet-Engels, M.D., Ph.D.
was appointed as our Chief Medical Officer in February 2020,
bringing to us more than 25 years of experience in life sciences,
academia and industry. From January 2017 to November 2019, Dr.
Arbet-Engels served as Chief Medical Officer, Executive Vice
President, Late Development and Medical Affairs at Poxel
Pharmaceuticals,
with responsibility for all medical activities for its portfolio,
including driving portfolio strategy and executing registration
programs.
From August 2015 to October 2016, he served as
Vice President, Worldwide Medical, Collaborative Medical Sciences
at Biogen, where he built, developed and led global medical
research, clinical operations, biostatistics/analytics,
communication
and expanded access program teams to advance the medical sciences
in multiple therapeutic areas.
From 2012 to 2015, he served as Vice President, Clinical
Development and Medical Affairs at
Boehringer Ingelheim,
where he was the medical leader of the metabolism therapeutic area
in the United States for portfolio and product development,
registration, launch, and life-cycle strategy. From 2005 to 2012,
he served as Clinical Science Leader, Metabolism-Cardiovascular
Diseases at Hoffmann-La Roche, where he was the global medical lead
for clinical development and registration of metabolism and
cardiovascular products. From 2004 to 2005, he served as Director
of Clinical Research at
Merck Research Laboratories,
where he was medical lead for early programs and for registration.
From 2001 to 2004, he served as Medical Director, Metabolism,
Global Medical Affairs and Marketing at Aventis
Pharmaceuticals
(now Sanofi),
where he was responsible for the development of worldwide strategy
and execution of clinical programs. From 1999 to 2001, he served as
Associate Medical Director, Oncology/Endocrinology, United States
Clinical Research at Ligand Pharmaceuticals, where he led the
execution of Phase 2/3 registration studies. From 1994 to 1999, he
served as Research Associate, Molecular Biology and Virology
Laboratory, where he led research projects.
In addition, Dr. Arbet-Engels works as a French Foreign Trade
Advisor for the French Foreign Ministry to advise, support and
mentor French or other startup companies to develop their
businesses in the United States. Dr. Arbet-Engels has a medical
degree from University of Paris Sud, a Ph.D. in
endocrinology/diabetes and metabolism from Paris Descartes
University and a master’s degree in business administration from
Rutgers University.
Tamara Joseph, J.D.
was appointed as our General Counsel and Corporate Secretary in
August 2019, and leads our legal, compliance and human resource
departments. Ms. Joseph has led legal, compliance, public and
government affairs, and risk management departments at life science
companies in the United States and in Europe for over 20 years.
From June 2018 to August 2019, she served as General Counsel of
Enzyvant Therapeutics. From March 2014 to February 2018, she served
as General Counsel of InVivo Therapeutics, after consulting for
InVivo Therapeutics from September 2013 to February 2014. From 2008
to 2012, she served as General Counsel of Cubist Pharmaceuticals.
From 2006 to 2008, she served as Executive Vice President, General
Counsel of Mayne Pharma (later acquired by Hospira). She served as
General Counsel of Transkaryotic Therapies (later acquired by
Shire) during 2005. From 1998 to 2005, she served as Vice
President, International Legal, of Biogen Idec, leading the legal
department’s operations outside the United States. Ms. Joseph is
also a member of the board of directors and executive and
governance committees of Heluna Health, a population health
non-profit with a focus on child and maternal nutrition. Ms. Joseph
has a B.A. in Economics from Duke University, a J.D. from the
University of Michigan, and LL.M. degrees from the College of
Europe in Belgium and the University of Paris.
Louis J. Arcudi III served
as the Chief Financial Officer of Private Millendo from
November 2018 until the closing of the Merger, at which point
he was appointed to serve as our Chief Financial Officer.
Mr. Arcudi brings us more than 20 years of financial and
operational experience. From December 2007 through
October 2018, he served as Senior Vice President of Operations
and Chief Financial Officer at Idera Pharmaceuticals. Prior to
Idera, from June 2002 to December 2007, he served as Vice
President of Finance and Administration for Peptimmune, Inc.
where he handled all financial business and operations.
Mr. Arcudi obtained an MBA from Bryant College and a B.S. in
accounting and information systems from the University of Southern
New Hampshire.
Ryan Zeidan, Ph.D.
served as Senior Vice President, Development of Private Millendo
from June 2018 until the closing of the Merger, at which point he
began
serving as our Senior Vice President, Development. In August 2019,
Dr. Zeidan was promoted to Chief Development Officer. From October
2016 through June 2018, he served as Executive Director, Global
Program Lead at Celgene Corporation, where he oversaw the
development of two late-stage oncology assets in a variety of tumor
types, including advancing both assets to Phase 3 registration
studies. Prior to Celgene Corporation, from January 2012 to October
2016, Dr. Zeidan was Executive Director, Global Strategy and
Operations, at Novartis Oncology, where he supported the company in
business-critical activities, including developing the five-year
strategic plan and investor relations matters. From January 2009 to
January 2012, Dr. Zeidan served as a Project Leader at the Boston
Consulting Group, where he focused on pharmaceutical and biotech
strategy. Dr. Zeidan holds a Ph.D. in chemistry and chemical
engineering from the California Institute of Technology, and dual
bachelor’s degrees in chemistry and chemical engineering from the
Massachusetts Institute of Technology.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our
common stock as of March 1, 2020 for:
•each
person, or group of affiliated persons, who is known by us to
beneficially own more than 5% of our common stock;
•each
of our named executive officers;
•each
of our directors; and
•all
of our executive officers and directors as a group.
The percentage ownership information shown in the table below is
based upon
18,266,545 shares
of common stock outstanding as of March 1, 2020.
We have determined beneficial ownership in accordance with the
rules of the SEC. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared
voting power or investment power with respect to those securities.
In addition, these rules require that we include shares of common
stock issuable pursuant to the vesting of restricted stock units
and the exercise of stock options and warrants that are either
immediately exercisable or exercisable within 60 days of March 1,
2020. These shares are deemed to be outstanding and beneficially
owned by the person holding those options or warrants for the
purpose of computing the percentage ownership of that person, but
they are not treated as outstanding for the purpose of computing
the percentage ownership of any other person. Unless otherwise
indicated, the persons or entities identified in this table have
sole voting and investment power with respect to all shares shown
as beneficially owned by them, subject to applicable community
property laws.
Except as otherwise noted below, the address for persons listed in
the table is c/o Millendo Therapeutics, Inc., 110 Miller
Avenue, Suite 100, Ann Arbor, Michigan 48104.
|
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner |
Number of
Shares
Beneficially
Owned |
Percentage
of Shares
Beneficially
Owned (%) |
|
5% or greater stockholders: |
|
|
|
Entities affiliated with New Enterprise Associates
(1)
c/o New Enterprise Associates, Inc.
1954 Greenspring Drive, Suite 600
Timonium, MD 21093
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1,766,779 |
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9.7 |
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Entities affiliated with Great Point Partners, LLC
(2)
165 Mason Street, 3rd
Floor
Greenwich, CT 06830
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1,729,759 |
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9.5 |
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Frazier Healthcare VI, L.P.
(3)
601 Union, Two Union Square, Suite 3200
Seattle, WA 98101
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1,396,615 |
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7.6 |
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Roche Finance Ltd
(4)
Grenzacherstrasse 122 4070
Basel, Switzerland
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1,089,180 |
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6.0 |
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Fonds InnoBio FPCI
(5)
27-31 Avenue du Général Leclerc
94700 Maisons-Alfort, France
Attention: Bpifrance Investissement
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1,078,670 |
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5.9 |
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Named executive officers and directors: |
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Julia C. Owens, Ph.D.
(6)
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413,403 |
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2.3 |
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Louis J. Arcudi, III
(7)
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41,975 |
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* |
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Ryan Zeidan, Ph.D.
(8)
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41,176 |
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* |
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Carol G. Gallagher, Pharm.D.
(9)
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37,933 |
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* |
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James M. Hindman
(10)
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24,330 |
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* |
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Mary Lynne Hedley, Ph.D.
(11)
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20,727 |
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* |
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John P. Howe, III, M.D.
(12)
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9,776 |
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* |
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Carole L. Nuechterlein, J.D.
(13)
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6,000 |
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* |
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Habib J. Dable
(14)
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11,890 |
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* |
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Geoff Nichol, M.B., Ch.B., M.B.A. |
— |
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— |
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All current executive officers and directors as a group (12
persons)
(15)
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607,210 |
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3.3 |
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*Represents
beneficial ownership of less than 1%.
(1)Represents
(i)
372
shares held by NEA Ventures 2015, L.P. ("NEA Ventures") and
(ii)
1,766,407
shares held by New Enterprise Associates 15, L.P. ("NEA 15"). The
shares directly held by NEA 15 are indirectly held by each of (a)
NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner
of NEA 15, (b) NEA 15 GP, LLC ("NEA 15 LLC"), the sole general
partner of NEA Partners 15, and (c) each of the individual Managers
of NEA 15 LLC. The individual managers of NEA 15 LLC (collectively,
the “NEA 15 Managers”) are Forest Baskett, Anthony A. Florence,
Jr., Joshua Makower, Scott D. Sandell, Peter Sonsini and Mohamad
Makhzoumi. The shares directly held by NEA Ventures are indirectly
held by Karen P. Welsh, the general partner of NEA Ventures. NEA
15, NEA Partners 15, NEA 15 LLC and the NEA 15 Managers share
voting and dispositive power with regard to the shares held by NEA
15. Karen P. Welsh, the general partner of NEA Ventures, shares
voting and dispositive power with regard to the shares held by NEA
Ventures. Dr. Gallagher, a member of our Board, has no voting or
dispositive power with regard to any shares held by NEA 15 or NEA
Ventures.
(2)Based
solely on a Schedule 13G/A filed with the Securities and Exchange
Commission on February 14, 2020.
Represents (i)
577,739 shares
held by
Biomedical Value Fund, L.P. (“BVFBVF”),
(ii)
747,256 shares
held by
Biomedical Offshore Value Fund, Ltd. (“BOVF”),
and (iii) 404,764 shares held by GEF-SMA, LP (“GEF-SMA”
and together with BVF and BOVF, the “Great Point Entities”). Great
Point Partners, LLC (“Great
Point”)
is the investment manager of each of the Great Point Entities, and
by virtue of such status may be deemed to be the beneficial owner
of the shares held by the Great Point Entities. Each of Dr. Jeffrey
R. Jay, M.D., as senior managing member of Great Point, and Mr.
David Kroin, as special managing member of Great Point, has voting
and investment power with respect to the shares held by the Great
Point Entities, and therefore may be deemed to be the beneficial
owner of such shares.
(3)Represents
shares of our common stock held by Frazier Healthcare VI, L.P.
("FHVI"). James Topper, Alan Frazier, Nader Naini, Nathan Every and
Patrick Heron are the managing members of FHM VI, LLC, which is the
general partner of FHM VI, LP, which is the general partner of
FHVI. These individuals share voting and dispositive power over the
shares held by FHVI.
(4)Based
solely on a Schedule 13G/A filed with the Securities and Exchange
Commission on March 17, 2020. Roche Finance Ltd is a wholly owned
subsidiary of Roche Holding Ltd, a publicly held corporation, and
has sole voting and investment power with respect to such
shares.
(5)The
general partner of Fonds InnoBio FPCI ("InnoBio") is Bpifrance
Investissement, a French simplified joint-stock company (société
par actions simplifiée). InnoBio has the sole voting and investment
power with respect to such shares.
(6)Includes
339,003 shares issuable pursuant to stock options exercisable
within 60 days of March 1, 2020.
(7)Represents
41,975 shares issuable pursuant to stock options exercisable within
60 days of March 1, 2020.
(8)Represents
41,176 shares issuable pursuant to stock options exercisable within
60 days of March 1, 2020.
(9)Represents
(i) 23,684 shares held by the Gallagher Revocable Trust, (ii) 8,249
shares held by Dr. Gallagher, and (iii) 6,000 shares issuable
pursuant to stock options exercisable within 60 days of March 1,
2020.
(10)Represents
24,330 shares issuable pursuant to stock options exercisable within
60 days of March 1, 2020.
(11)Represents
20,727 shares issuable pursuant to stock options exercisable within
60 days of March 1, 2020.
(12)Represents
9,776 shares issuable pursuant to stock options exercisable within
60 days of March 1, 2020.
(13)Represents
6,000 shares issuable pursuant to stock options exercisable within
60 days of March 1, 2020.
(14)Represents
11,890 shares issuable pursuant to stock options exercisable within
60 days of March 1, 2020
(15)Includes
500,877 shares issuable
pursuant to stock options exercisable within 60 days of March 1,
2020.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information regarding compensation
earned with respect to the years ended December 31, 2019 and 2018
by our named executive officers, which include our principal
executive officer and the next two most highly compensated
executive officers in 2019.
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Name and
Principal
Position
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Year
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Salary
($) |
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Bonus
($)(1)
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Option
Awards
($)(2)
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Non-Equity
Incentive Plan
Compensation
($)(3)
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All Other
Compensation
($) |
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Total
($) |
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Julia C. Owens
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2019 |
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478,900 |
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— |
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1,679,077 |
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215,505 |
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8,400 |
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2,381,882 |
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Chief Executive Officer(6)
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2018 |
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432,600 |
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50,000 |
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1,753,828 |
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179,529 |
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8,250 |
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2,424,207 |
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Louis Arcudi III
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2019 |
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350,000 |
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— |
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507,609 |
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126,000 |
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19,792 |
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(4)
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1,003,401 |
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Chief Financial Officer |
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— |
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Ryan Zeidan |
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2019 |
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320,625 |
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40,000 |
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337,460 |
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106,566 |
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44,494 |
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(5)
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849,145 |
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Chief Development Officer |
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(1)Amount
reflect discretionary bonuses for all named executive
officers.
Dr. Zeidan’s bonus amount reflects two separate discretionary
bonuses: (i) a $20,000 bonus paid in the first quarter of 2020
in
connection with his 2019 performance and (ii) a $20,000 bonus paid
in August 2019, which represented the second installment of his
sign-on bonus.
(2)In
accordance with SEC rules, this column reflects the aggregate grant
date fair value of the option awards granted during the applicable
year computed in accordance with Financial Accounting Standard
Board Accounting Standards Codification Topic 718 for stock-based
compensation transactions ("ASC 718"). Assumptions used in the
calculation of these amounts are included in Note 11 to our audited
financial statements included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2019. These amounts do not
reflect the actual economic value that may be realized by the named
executive officer upon the vesting of the stock options, the
exercise of the stock options, or the sale of the common stock
underlying such stock options.
(3)See
“—Employment arrangements—2019 Bonus Opportunity” below for a
description of the material terms of the programs pursuant to which
this compensation to our named executive officers was
awarded.
(4)Amount
includes a $11,392 tax-gross up on taxable commuting
benefits.
(5)Amount
includes (i) a travel-related payment and travel-related expense
reimbursements, (ii) a $6,793 tax gross-up on a travel related
payment, and (iii) a $12,404 tax gross-up on the second installment
of Dr. Zeidan's sign-on bonus included in the "Bonus"
column.
(6)Dr.
Owens commenced service with us on December 7, 2018 upon the
closing of the Merger. Amounts disclosed for Dr. Owens for 2018
include amounts paid for service with Private
Millendo.
________
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth certain information about equity
awards granted to our named executive officers that remained
outstanding as of December 31, 2019, after giving effect to the
reverse stock split and exchange ratio effected in connection with
the Merger:
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Option Awards
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Name and
Principal Position |
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Grant Date |
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Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) |
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Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) |
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Option
Exercise
Price
($) |
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Option
Expiration
Date |
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Julia C. Owens |
(1)
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8/30/2012
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60,179 |
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— |
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1.08 |
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8/29/2022 |
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Chief Executive Officer |
(1)
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1/28/2016 |
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151,600 |
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— |
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4.44 |
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1/27/2026 |
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(1)
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8/24/2018 |
(5)
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58,280 |
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116,559 |
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16.40 |
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8/23/2028 |
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(1)
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1/15/2019 |
(6)
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— |
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107,327 |
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8.80 |
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1/14/2029 |
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(2)
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1/15/2019 |
(6)
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— |
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66,666 |
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8.80 |
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1/14/2029 |
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(3)
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6/20/2019 |
(7)
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— |
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76,007 |
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11.59 |
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6/19/2029 |
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Louis Arcudi III |
(4)
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12/7/2018 |
(8)
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20,150 |
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54,250 |
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10.40 |
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12/6/2028 |
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Chief Financial Officer |
(2)
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1/15/2019 |
(6)
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— |
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50,000 |
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8.80 |
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1/14/2029 |
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(3)
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6/20/2019 |
(7)
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— |
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25,000 |
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11.59 |
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6/19/2029 |
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Ryan Zeidan |
(1)
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8/24/2018 |
(9)
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23,461 |
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39,108 |
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16.40 |
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8/23/2028 |
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Chief Development Officer |
(2)
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1/15/2019 |
(6)
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— |
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40,000 |
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8.80 |
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1/14/2029 |
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(3)
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6/20/2019 |
(7)
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— |
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5,000 |
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11.59 |
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6/19/2029 |
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(3)
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8/19/2019 |
(10)
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— |
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10,000 |
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7.27 |
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8/18/2029 |
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(1)Option
awards were granted under the Millendo Therapeutics 2012 Stock
Plan.
(2)Option
awards were granted under the OvaScience, Inc. 2012 Stock Incentive
Plan.
(3)Option
awards were granted under the Millendo Therapeutics 2019 Equity
Incentive Plan.
(4)Option
awards represent an inducement grant outside of but subject to the
terms of the OvaScience, Inc. 2012 Stock Incentive Plan and in
compliance with Nasdaq Listing Rule 5634(c)(4).
(5)The
shares of common stock underlying this option vest and become
exercisable over a four year period, with 25% of the option vesting
on August 20, 2019 and the remaining shares underlying the option
vesting in equal monthly installments over 36 months thereafter,
subject to the recipient’s continued service through each vesting
date.
(6)The
shares of common stock underlying this option vest and become
exercisable over a four year period, with 25% of the option vesting
on January 15, 2020 and the remaining shares underlying the option
vesting in equal monthly installments over 36 months thereafter,
subject to the recipient’s continued service through each vesting
date.
(7)The
shares of common stock underlying this option vest and become
exercisable over a four year period, with 25% of the option vesting
on June 20, 2020 and the remaining shares underlying the option
vesting in equal monthly installments over 36 months thereafter,
subject to the recipient’s continued service through each vesting
date.
(8)The
shares of common stock underlying this option vest and become
exercisable over a four year period, with 25% of the option vesting
on November 5, 2019 and the remaining shares underlying the option
vesting in equal monthly installments over 36 months thereafter,
subject to the recipient’s continued service through each vesting
date.
(9)The
shares of common stock underlying this option vest and become
exercisable over a four year period, with 25% of the option vesting
on June 18, 2019 and the remaining shares underlying the option
vesting in equal monthly installments over 36 months thereafter,
subject to the recipient’s continued service through each vesting
date.
(10)The
shares of common stock underlying this option vest and become
exercisable over a four year period, with 25% of the option vesting
on August 19, 2020 and the remaining shares underlying the option
vesting in equal monthly installments over 36 months thereafter,
subject to the recipient’s continued service through each vesting
date.
See “—Potential Payments upon Termination or Change of Control” for
a description of vesting acceleration applicable to stock options
held by our named executive officers.
We may in the future, on an annual basis or otherwise, grant
additional equity awards to our executive officers pursuant to the
Millendo Therapeutics, Inc. 2019 Equity Incentive
Plan.
Employment, Severance and Change in Control Agreements
Employment Arrangements
Each of our named executive officers’ employment is “at will” and
may be terminated at any time. Below is a description of our
employment agreements with each of our named executive
officers, for the fiscal year ended December 31, 2019.
Julia C. Owens, Ph.D.
We entered into an amended and restated employment agreement with
Dr. Owens in June 2019, setting forth the terms of her
employment.
Under the terms of the employment agreement, Dr. Owens was entitled
to an initial annual base salary of $478,900, which was
subsequently increased to $526,300 in January 2020. The employment
agreement also provides that Dr. Owens is eligible to receive an
annual performance bonus, with a target bonus percentage of 50% of
her then-current annual base salary, with the actual amount of any
such bonus to be determined at the sole discretion of our Board
based upon its assessment of Dr. Owens’ performance and company
performance. In addition,
Dr. Owens’ employment agreement provides for certain severance and
change in control-related payments and benefits, the terms of which
are described below under “—Potential Payments upon Termination or
Change of Control.”
Louis J. Arcudi, III.
We entered into an amended and restated employment agreement with
Mr. Arcudi in June 2019, setting forth the terms of his
employment.
Under the terms of the employment agreement, Mr. Arcudi was
entitled to an initial annual base salary of $350,000, which was
subsequently increased to $378,400 in January 2020. The employment
agreement also provides that Mr. Arcudi is eligible to receive an
annual performance bonus, with a target bonus percentage of 40% of
his then-current annual base salary, with the actual amount of any
such bonus to be determined at the sole discretion of our Board
based upon its assessment of Mr. Arcudi’s performance and company
performance. In addition,
Mr. Arcudi’s employment agreement provides for certain severance
and change in control-related payments and benefits, the terms of
which are described below under “—Potential Payments upon
Termination or Change of Control.”
Ryan Zeidan, Ph.D.
We entered into an amended and restated employment agreement with
Dr. Zeidan in August 2019, setting forth the terms of his
employment. Under the terms of the employment agreement, Dr. Zeidan
was entitled to an initial annual base salary of $330,000, which
was subsequently increased to $345,000 in January 2020. The
employment agreement also provides that Dr. Zeidan is eligible to
receive an annual performance bonus, based upon a target bonus
percentage of his then-current annual base salary, with the actual
amount of any such bonus to be determined at the sole discretion of
our Board based upon its assessment of Dr. Zeidan’s performance and
company performance. The target bonus percentage was 35% for the
period January 1, 2019 through August 16, 2019, which is the
effective date of the employment agreement. The target bonus
percentage was 40% for the remainder of the calendar year 2019. In
addition, Dr. Zeidan’s employment agreement provides for certain
severance and change in control-related payments and benefits, the
terms of which are described below under “—Potential Payments upon
Termination or Change of Control.”
2019 Bonus Opportunity
Dr. Owens and each of our other named executive officers were
eligible to receive a bonus in 2019. The bonus opportunity was
designed to motivate and reward our named executive officers for
the attainment of company-wide performance goals. The 2019 target
bonus amounts were set as a percentage of the named executive
officer’s annual base salary for 2019 as follows: (1) Dr. Owens’
target bonus percentage was set at 50%, (2) Mr. Arcudi’s target
bonus percentage was set at 40%, and (3) Dr. Zeidan's target bonus
percentage was set at 35% for the period January 1, 2019 through
August 16, 2019, and 40% for the remainder of the calendar year
2019. Payment of 100% of the target bonus amount was subject to the
achievement of company objectives as determined by our Board. Our
named executive officers for 2019 were eligible to receive more
than 100% of their target bonuses in the discretion of our Board.
In addition, to remain eligible to receive a bonus, the named
executive officers were required to remain employees in good
standing on the date bonuses were paid. Bonuses were measured as of
December 31, 2019, and the Compensation Committee determined that
performance goals under the 2019 bonus plan were achieved at
a
90%
level. The bonuses were paid in the first quarter of 2020. For
2019, Dr. Owens’ actual bonus amount was $215,505, Mr. Arcudi’s
actual bonus amount was $126,000, and Dr. Zeidan's actual bonus
amount was $106,566.
2020 Bonus Opportunity
In 2020, Dr. Owens, Mr. Arcudi and Dr. Zeidan are eligible to
receive a bonus. The bonus opportunity is designed to motivate and
reward our named executive officers for the attainment of
company-wide performance goals. Consistent with prior years, the
2020 performance bonus amounts were set as a percentage of each
named executive officer’s annual base salary for 2020
as
follows: (1) Dr. Owens’ target bonus percentage remained unchanged
from 2019 and is set at 50% and (2) the target bonus percentage for
each of Mr. Arcudi and Dr. Zeidan remained unchanged from 2019 and
is set at 40%. The named executive officers are eligible to receive
more than 100% of their target bonuses in the discretion of our
Board. Target-level compensation is dependent upon our achievement
of clinical development objectives and other corporate goals. In
addition, to remain eligible to receive a bonus, the named
executive officers must remain employees in good standing on the
date bonuses are paid.
Potential Payments upon Termination or Change of
Control
Julia C. Owens, Ph.D.
Pursuant to Dr. Owens’ employment agreement, if Dr. Owens’
employment with us (or any parent or subsidiary or successor of the
Company, including us) ends within three months prior to or within
12 months following a change in control of the Company (a "Change
in Control Period"), due to her resignation for “good reason” or
her termination by us other than for “cause,” death or “disability”
(each, as defined in her employment agreement), then the vesting
and exercisability of her existing option awards, as of the date of
her employment agreement, as well as all equity awards granted to
her after the date of her employment agreement that are subject to
a time-based vesting schedule, will accelerate in full. Pursuant to
the terms of the option agreement for Dr. Owens’ August 2018
options, if Dr. Owens’ employment with us (or any parent or
subsidiary or successor of the Company, including us) ends within
six months prior to or within 12 months following a change in
control of the Company due to her resignation for “good reason” or
her termination by us other than for “cause,” death or disability,
then her August 2018 options will accelerate in full. Pursuant to
her employment agreement, if, within a Change in Control Period,
Dr. Owens’ employment with us ends due to her resignation for good
reason, her termination by us other than for cause or as a result
of her death or disability, then the Company will pay (i) her base
salary then in effect for 18 months following her termination, (ii)
100% of the health insurance premiums for Dr. Owens and her covered
dependents for up to 18 months following her termination, and (iii)
an additional amount equivalent to 150% of Dr. Owens’ target annual
bonus for the year in which her termination occurs, payable when
bonuses for that year are paid to similarly situated employees.
Pursuant to Dr. Owens’ employment agreement, if Dr. Owens’
employment with us (or any parent or subsidiary or successor of the
Company, including us) ends outside of a Change in Control Period
due to her resignation for good reason or her termination by us
other than for cause, death or disability, then the Company will
pay (i) her base salary then in effect for 12 months following her
termination and (ii) 100% of the health insurance premiums for Dr.
Owens and her covered dependents for up to 12 months following her
termination. Dr. Owens’ severance and change in control benefits
are conditioned, among other things, on her complying with her
post-termination obligations under her employment agreement,
executing and not revoking a general release of claims in our favor
and resigning from all positions that she holds with
us.
Louis J. Arcudi, III.
Pursuant to Mr. Arcudi’s employment agreement, if Mr. Arcudi’s
employment with us (or any parent or subsidiary or successor of the
Company, including us) ends within a Change in Control Period due
to his resignation for “good reason” or his termination by us other
than for “cause,” death or “disability” (each, as defined in his
employment agreement), then the vesting and exercisability of his
existing option awards, as of the date of his employment agreement,
as well as all equity awards granted to him after the date of his
employment agreement that are subject to a time-based vesting
schedule, will accelerate in full. Pursuant to his employment
agreement, if, within a Change in Control Period, Mr. Arcudi's
employment with us ends due to his resignation for good reason, his
termination by us other than for cause or as a result of his death
or disability, then the Company will pay (i) his base salary then
in effect for 12 months following his termination, (ii) 100% of the
health insurance premiums for Mr. Arcudi and his covered dependents
for up to 12 months following his termination, and (iii) an
additional amount equivalent to 100% of Mr. Arcudi’s target annual
bonus for the year in which his termination occurs, payable when
bonuses for that year are paid to similarly situated employees.
Pursuant to Mr. Arcudi’s employment agreement, if Mr. Arcudi’s
employment with us (or any parent or subsidiary or successor of the
Company, including us) ends outside of a Change in Control Period
due to his resignation for good reason or his termination by us
other than for cause, death or disability, then the Company will
pay (i) his base salary then in effect for 12 months following his
termination and (ii) 100% of the health insurance premiums for Mr.
Arcudi and his covered dependents for up to 12 months following his
termination. Mr. Arcudi’s severance and change in control benefits
are conditioned, among other things, on his complying with his
post-termination obligations under his employment agreement,
executing and not revoking a general release of claims in our favor
and resigning from all positions that he holds with
us.
Ryan Zeidan, Ph.D.
Pursuant to Dr. Zeidan's employment agreement, if Dr. Zeidan’s
employment with us (or any parent or subsidiary or successor of the
Company, including us) ends within a Change in Control Period due
to his resignation for “good reason” or his termination by us other
than for “cause,” death or “disability” (each, as defined in his
employment agreement), then the vesting and exercisability of the
options granted to him in January 2019 and June 2019, as well as
all equity awards granted to him after the date of his employment
agreement that are subject to a time-based vesting schedule, will
accelerate in full. Pursuant to his employment agreement, if,
within a Change in Control Period, Dr. Zeidan's employment with us
ends due to his resignation for good reason, his termination by us
other than for cause or as a result of his death or disability,
then the Company will pay (i) his base salary then in effect for 12
months following his termination, (ii) 100% of the health insurance
premiums for Dr. Zeidan and his covered dependents for up to 12
months following his termination, and (iii) an
additional
amount equivalent to 100% of Dr. Zeidan’s target annual bonus for
the year in which his termination occurs, payable when bonuses for
that year are paid to similarly situated employees. Pursuant to Dr.
Zeidan’s employment agreement, if Dr. Zeidan’s employment with us
(or any parent or subsidiary or successor of the Company, including
us) ends outside of a Change in Control Period due to his
resignation for good reason or his termination by us other than for
cause, death or disability, then the Company will pay (i) his base
salary then in effect for 12 months following his termination and
(ii) 100% of the health insurance premiums for Dr. Zeidan and his
covered dependents for up to 12 months following his termination.
Dr. Zeidan’s severance and change in control benefits are
conditioned, among other things, on his complying with his
post-termination obligations under his employment agreement,
executing and not revoking a general release of claims in our favor
and resigning from all positions that he holds with
us.
401(k) Plan
We maintain a defined contribution retirement plan (the "401(k)
plan"), that provides eligible U.S. employees with an opportunity
to save for retirement on a tax advantaged basis. Eligible
employees may defer eligible compensation on a pre-tax basis, up to
the statutorily prescribed annual limits on contributions under the
Internal Revenue Code of 1986, as amended (the "Code").
Contributions are allocated to each participant's individual
account and are then invested in selected investment alternatives
according to the participants' directions. We contribute a safe
harbor minimum contribution equivalent to 3% of employees’ eligible
compensation. Employees are immediately and fully vested in their
contributions. The 401(k) plan is intended to be qualified under
Section 401(a) of the Code with the 401(k) plan's related
trust intended to be tax exempt under Section 501(a) of the
Code. As a tax-qualified retirement plan, contributions to the
401(k) plan and earnings on those contributions are not taxable to
the employees until distributed from the 401(k) plan.
DIRECTOR COMPENSATION
The following table sets forth information regarding the
compensation earned for service on our Board during the year ended
December 31, 2019 by our directors who were not also our employees.
Julia C. Owens, Ph.D., our President and Chief Executive Officer,
is also a member of our Board, but did not receive any additional
compensation for service as a director. The compensation for Dr.
Owens as an executive officer is set forth above under “Executive
Compensation- Summary Compensation Table.”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Fees Earned or
Paid in Cash
($) |
|
Option
Awards(1)(2)
($)
|
|
Total
($) |
|
Carol G. Gallagher, Pharm.D.
(3)
|
|
80,000 |
|
|
126,766 |
|
|
206,766 |
|
|
John Howe, III, M.D. |
|
47,705 |
|
|
|
126,766 |
|
|
174,471 |
|
|
Carole L. Nuechterlein, J.D. |
|
44,308 |
|
|
126,766 |
|
|
171,074 |
|
|
James M. Hindman |
|
55,000 |
|
|
126,766 |
|
|
181,766 |
|
|
Randall W. Whitcomb, M.D.
(4)
|
|
52,500 |
|
|
126,766 |
|
|
179,266 |
|
|
Habib J. Dable |
|
45,000 |
|
|
126,766 |
|
|
171,766 |
|
|
Mary Lynne Hedley, Ph.D. |
|
48,000 |
|
|
126,766 |
|
|
174,766 |
|
|
Geoff Nichol, M.B., Ch.B., M.B.A.
(5)
|
|
1,808 |
|
|
101,290 |
|
|
103,098 |
|
_____________________________
(1)In
accordance with SEC rules, this column reflects the aggregate grant
date fair value of the option awards granted during 2019 computed
in accordance with FASB ASC Topic 718. The assumptions we used in
valuing the option awards are described in Note 11 to our
consolidated financial statements included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2019. The
aggregate grant date fair value does not take into account any
estimated forfeitures related to service-vesting conditions. These
amounts do not reflect the actual economic value that will be
realized by director upon the vesting of the stock options, the
exercise of the stock options or the sale of the common stock
underlying such stock options.
(2)The
table below shows the aggregate number of option awards and stock
awards outstanding for each of our non-employee directors as of
December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Option
Awards
(#) |
|
Stock Awards
(#) |
|
Carol G. Gallagher, Pharm.D. |
|
18,000 |
|
— |
|
John Howe, III, M.D. |
|
21,776 |
|
— |
|
Carole L. Nuechterlein, J.D. |
|
18,000 |
|
— |
|
James M. Hindman |
|
39,229 |
|
— |
|
Randall W. Whitcomb, M.D.
(4)
|
|
43,158 |
|
— |
|
Habib J. Dable |
|
32,880 |
|
— |
|
Mary Lynne Hedley, Ph.D. |
|
36,600 |
|
— |
|
Geoff Nichol, M.B., Ch.B., M.B.A.
(5)
|
|
24,000 |
|
— |
(3)Cash
compensation for Dr. Gallagher's service on the Board and
Compensation Committee is paid to NEA Management Company,
LLC.
(4)Dr.
Whitcomb retired from his positions as a member of the Board and as
a member of the Compensation Committee and the Audit Committee,
each effective December 17, 2019.
(5)Dr.
Nichol was appointed as a member of the Board and as a member of
the Nominating and Corporate Governance Committee, each effective
as of December 17, 2019.
Non-Employee Director Compensation
Each non-employee director receives an annual board service
retainer of $40,000. The non-executive chairperson receives an
additional service retainer of $30,000. The chairperson of each of
our Audit Committee, our Compensation Committee and our Nominating
and Corporate Governance Committee receives additional annual
committee chair service retainers of $15,000, $10,000 and $8,000,
respectively. Other members of our Audit Committee, our
Compensation Committee and our Nominating
and Corporate Governance Committee receive additional annual cash
retainers of $7,500, $5,000 and $4,000, respectively, for each such
committee of which they are a member. The annual cash compensation
amounts set forth above are payable in equal quarterly
installments, payable in arrears following the end of each calendar
quarter in which the board service occurs, prorated for any partial
months of service. We also reimburse all reasonable out-of-pocket
travel expenses incurred by non-employee directors in attending
meetings of our Board or any committee thereof.
In
addition to cash compensation, each non-employee director is
eligible to receive options to purchase our common stock. Upon each
non-employee director’s initial appointment to our Board, he or she
is granted
an option to purchase 24,000 shares of our common stock, with a
per-share exercise price equal to 100% of the fair market value of
a share of our common stock on the grant date. This initial stock
option award vests over three years, with one-third of the award
vesting on the first anniversary of the grant date and the
remainder of the award vesting in equal monthly installments
thereafter, subject to the non-employee director’s continuous
service through each vesting date. On the date of each annual
meeting, each continuing non-employee director is granted an option
to purchase 12,000 shares of our common stock, with a per-share
exercise price equal to 100% of the fair market value of a share of
our common stock on the grant date.
This annual stock option award fully vests on the earlier to occur
of the first anniversary of the grant date and the date of the
first annual meeting following the grant date, subject to the
non-employee director’s continuous service through such vesting
date.
Director Independence
Our Board has undertaken a review of the independence of the
directors and considered whether any director has a material
relationship with us that could compromise his or her ability to
exercise independent judgment in carrying out his or her
responsibilities. Based upon information requested from and
provided by each director concerning such director’s background,
employment and affiliations, including family relationships, our
Board determined that all of the directors, other than
Dr. Owens, are “independent directors” as defined under
current rules and regulations of the SEC and the listing standards
of the Nasdaq Stock Market. In making these determinations, our
Board considered the current and prior relationships that each
non-employee director has with our company and all other facts and
circumstances that our Board deemed relevant in determining their
independence, including the beneficial ownership of our capital
stock by each non-employee director and the transactions involving
them described above.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information with respect to
our equity compensation plans in effect as of December 31,
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants and
Rights (a)(#) |
|
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights (b)($)
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))(c)(#)
|
|
Plan Category |
|
|
|
|
|
|
|
Equity compensation plans approved by security
holders(1)
|
|
2,082,082 |
|
|
18.20 |
|
|
872,203(3)
(4)
|
|
Equity compensation plans not approved by security
holders(2)
|
|
416,524 |
|
|
12.07 |
|
|
— |
|
|
Total
|
|
2,498,606 |
|
|
|
|
872,203 |
|
________________________________________
(1)Includes
the Millendo Therapeutics 2019 Equity Incentive Plan, 2019 Employee
Stock Purchase Plan, the OvaScience, Inc. 2012 and 2011 Stock
Incentive Plans and the Millendo Therapeutics, Inc. 2012 Stock
Plan. Does not include 95,567 shares of common stock
issuable upon the exercise of warrants at a weighted-average
exercise price of $6.80 per share, which are related to
non-employee (BSA) warrants and employee (BSPCE) warrants
previously granted by Alizé and assumed by Private Millendo in
connection with Private Millendo’s acquisition of Alizé in December
2017.
(2)Includes
an option to purchase 71,324 shares of common stock at a per-share
exercise price of $21.90 granted to Dr. Kroeger (OvaScience’s
former Chief Executive Officer), an option to purchase 74,400
shares of common stock at a per-share exercise price of $10.40
granted to Louis Arcudi III (our Chief Financial Officer), and
options to purchase a total of 140,800 shares of common stock, at a
weighted-average per share exercise price of $12.40 per share,
granted to eight of our employees who are not executive officers,
in each case, that were granted outside of, but subject to the
terms of, the
OvaScience, Inc. 2012 Stock Incentive Plan as an inducement
material to the grantee entering into an employment relationship
with us (the “2012 Plan Inducement Grants”). Also includes an
option to purchase 130,000 shares of common stock at a per-share
exercise price of $7.27 granted to Tamara Joseph (our General
Counsel) outside of, but subject to the terms of, our 2019 Equity
Incentive Plan as an inducement material to the grantee entering
into an employment relationship with us (together with the 2012
Plan Inducement Grants, the “Inducement Grants”). Each Inducement
Grant other than the Inducement Grant awarded to Dr. Kroeger has a
term of ten years and is subject to a vesting over four years, with
25% of the shares vesting on the first anniversary of the vesting
commencement date and the remaining shares vesting in equal monthly
installments over 36 months following the first anniversary of the
vesting commencement date, subject to the grantee’s continued
employment with us through each vesting date. The Inducement Grant
awarded to Dr. Kroeger vested in full on December 7, 2018, the date
of his separation with us, and may be exercised by Dr. Kroeger
until December 7, 2021, which is the three year anniversary of his
separation date.
(3)Includes
738,623 shares reserved for issuance under the 2019 Equity
Incentive Plan as of December 31, 2019. The number of shares of
common stock reserved for issuance under the 2019 Equity Incentive
Plan will automatically increase on January 1 of each year,
beginning on January 1, 2020 and continuing through and including
January 1, 2029, by 4% of the total number of shares of our capital
stock outstanding on December 31 of the preceding calendar year, or
a lesser number of shares determined by our Board. Pursuant to the
terms of the 2019 Equity Incentive Plan, an additional 730,661
shares were added to the number of available shares effective
January 1, 2020.
(4)Includes
133,580 shares reserved for issuance under the 2019 Employee Stock
Purchase Plan as of December 31, 2019. The number of shares of
common stock reserved for issuance under the 2019 Employee Stock
Purchase Plan will automatically increase on January 1 of each
year, beginning on January 1, 2020 and continuing through and
including January 1, 2029, by the lesser of (i) 1% of the total
number of shares of our capital stock outstanding on December 31 of
the preceding calendar year, or (ii) 133,580 shares of our common
stock; unless a lesser number of shares is determined by our Board.
Pursuant to the terms of the 2019 Employee Stock Purchase Plan, an
additional 133,580 shares were added to the number of available
shares effective January 1, 2020.
TRANSACTIONS WITH RELATED PERSONS
Related Person Transactions Policy and Procedures
In December 2018, we adopted a related person transaction policy
that sets forth our procedures for the identification, review,
consideration and approval or ratification of related person
transactions. For purposes of our policy only, a related person
transaction is a transaction, arrangement or relationship, or any
series of similar transactions, arrangements or relationships, in
which we and any related person are, were or will be participants,
in which the amount involved exceeds $120,000. Transactions
involving compensation for services provided to us as an employee
or director are not covered by this policy. A related person is any
executive officer, director or beneficial owner of more than 5% of
any class of our voting securities, including any of their
immediate family members and any entity owned or controlled by such
persons.
Under the policy, if a transaction has been identified as a related
person transaction, including any transaction that was not a
related person transaction when originally consummated or any
transaction that was not initially identified as a related person
transaction prior to consummation, our management must present
information regarding the related person transaction to our Audit
Committee, or, if Audit Committee approval would be inappropriate,
to another independent body of our Board, for review, consideration
and approval or ratification. The presentation must include a
description of, among other things, the material facts, the
interests, direct and indirect, of the related persons, the
benefits to us of the transaction and whether the transaction is on
terms that are comparable to the terms available to or from, as the
case may be, an unrelated third party or to or from our employees
generally. Under the policy, we will collect information that we
deem reasonably necessary from each director, executive officer
and, to the extent feasible, significant stockholder to enable us
to identify any existing or potential related person transactions
and to effectuate the terms of the policy.
In addition, under our Code of Conduct, our employees and directors
have an affirmative responsibility to disclose any transaction or
relationship that reasonably could be expected to give rise to a
conflict of interest.
In considering related person transactions, our Audit Committee, or
other independent body of our Board, will take into account the
relevant available facts and circumstances including, but not
limited to:
•the
risks, costs and benefits to us;
•the
impact on a director’s independence in the event that the related
person is a director, immediate family member of a director or an
entity with which a director is affiliated;
•the
availability of other sources for comparable services or products;
and
•the
terms available to or from, as the case may be, unrelated third
parties or to or from employees generally.
The policy requires that, in determining whether to approve, ratify
or reject a related person transaction, our Audit Committee, or
other independent body of our Board, must consider, in light of
known circumstances, whether the transaction is in, or is not
inconsistent with, our best interests and those of our
stockholders, as our Audit Committee, or other independent body of
our Board, determines in the good faith exercise of its
discretion.
All of the transactions described below were entered into prior to
the adoption of the written policy, but all were approved by our
Board considering similar factors to those described
above.
Certain Related Person Transactions
The following is a summary of transactions since January 1, 2018 to
which we have been a participant in which the amount involved
exceeded or will exceed the lesser of $120,000 or 1% of the average
of our total assets at year end for the last two completed fiscal
years, and in which any of our then directors, executive officers
or holders of more than 5% of any class of our capital stock at the
time of such transaction, or any members of their immediate family,
had or will have a direct or indirect material interest, other than
compensation arrangements which are described in “Item 11 –
Executive Compensation” and “Item 11 – Director Compensation
Table.”
With respect to OvaScience, the information below is based on
information we received in connection with the Merger.
Share Sale and Contribution Agreement
In December 2017, we entered
into agreements to acquire 100% of the outstanding ownership
interests of Alizé Pharma SAS (now known as Millendo Therapeutics
SAS) ("Alizé"). At an initial closing on December 19, 2017, we
acquired 83.6% of Alizé's issued and outstanding share capital
pursuant to a Share Sale and Contribution Agreement (the
"Contribution Agreement"). Pursuant to the Contribution Agreement,
we (i) issued to the former shareholders of Alizé an aggregate
of 6,540,763 shares of Series A-1 preferred stock, 20,636,179
shares of Series B-1 preferred stock and 6,237,138 shares of
common-1 stock (which were converted to 464,043 shares of our
common stock following the closing of the Merger) and
(ii) paid a former shareholder of Alizé approximately
$0.3 million in cash and paid approximately $0.7 million
of transaction expenses on behalf of the acquired company. The
recipients of consideration under the Contribution Agreement
included Fonds InnoBio FPCI, a holder of 5% or more of our capital
stock, and SHAM Innovation Sante SAS, who was a holder of 5% or
more of our capital stock at the time of entering into the
Contribution Agreement. In connection with the Merger, the shares
reflected below were exchanged for the number of shares reflected
in the “Shares of common stock following the Merger” column
below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party
|
|
Shares of
Series A-1
preferred
stock
|
|
Shares of
Series B-1
preferred
stock
|
|
Shares of
common-1
stock
|
|
Shares of
common stock
following
the Merger
|
|
Fonds InnoBio FPCI |
|
2,112,874 |
|
|
6,666,139 |
|
|
2,014,794 |
|
|
803,059 |
|
|
SHAM Innovation Sante SAS |
|
1,785,240 |
|
|
5,632,449 |
|
|
1,702,368 |
|
|
678,532 |
|
Advance agreement with Bpifrance Financing
In December 2017, in connection with our acquisition of Alizé, we
assumed €0.7 million of debt that Alizé had outstanding with
Bpifrance Financing. Bpifrance Financing is affiliated with Fonds
InnoBio FPCI, a holder of 5% or more of our capital stock. No
interest is charged or accrued with respect to the debt. We are
required to make quarterly principal payments of between €17,500 to
€50,000 per quarter through maturity. In addition to the quarterly
payments, we could be obligated to pay, if applicable, no later
than March 31st of
each year starting from January 1, 2016, a reimbursement
annuity equal to 20% of the proceeds generated by us from license,
assignment or revenue generating use of the livoletide program. We
are permitted to repay the debt at any time. At December 31,
2019, the balance outstanding was $0.4 million (€0.3
million).
Consulting agreement with Dr. Abribat
In December 2017, in connection with our acquisition of Alizé,
Alizé entered into a consulting agreement with TAB Consulting SARL
("TAB Consulting"), an entity affiliated with Dr. Abribat, who
was, until December 7, 2018, a member of Private Millendo’s board
of directors. As consideration for the performance of the services
under the consulting agreement, Alizé was obligated to pay TAB
Consulting a fixed monthly retainer fee equal to €19,742. The
consulting agreement expired on December 19, 2018. In
addition, Dr. Abribat was a guarantor through April 2, 2020
under our lease agreement for Alizé’s facility in Lyon,
France.
Roche License Agreement
On October 16, 2018, we entered into a license agreement with F.
Hoffmann-La Roche Ltd and Hoffman-La Roche Inc. (collectively,
“Roche”), for a worldwide, exclusive license to Roche's interest in
certain patent rights and know-how covering, among other things,
the use of a neurokinin 3 receptor antagonist (the "Roche License
Agreement").
Carole L. Nuechterlein,
who is currently a member of our Board and who was
a member of Private Millendo’s board of directors from March 2017
until the closing of the Merger, serves as a Deputy Director and
head of Roche Venture Fund, an affiliate of Roche.
Roche Finance Ltd, an affiliate of Roche, is a beneficial owner of
5% or more of our capital stock.
As consideration for the rights granted to us under the Roche
License Agreement, we agreed to pay Roche an up-front
payment.
Under the terms of the Roche License Agreement, we are also
obligated to make significant milestone and royalty payments in
connection with the attainment of certain development steps and the
sale of resulting products with respect to the neurokinin
3-receptor (NK3R) antagonist.
No amounts were paid in 2018 or 2019 related to the achievement of
development or commercial milestones.
In addition, we are required to share a portion of any net proceeds
received in connection with certain agreements that we may enter
into with third parties to develop and commercialize the NK3R
antagonist.
Investors' rights, voting and co-sale agreements
In connection with our preferred stock financings, we have entered
into investors' rights, voting and right of first refusal and
co-sale agreements containing registration rights, information
rights, voting rights and rights of first refusal, among other
things, with certain holders of our preferred stock and certain
holders of our common stock. These stockholder agreements have
terminated except for the registration rights granted under our
investors' rights agreement.
Employment
arrangements
We have entered into employment agreements or offer letter
agreements with certain of our executive officers. For more
information regarding these agreements with our named executive
officers, see “Executive Compensation—Employment Severance and
Change in Control Arrangements.”
Stock option grants to directors and executive
officers
We have granted stock options to certain of our directors and
executive officers. For more information regarding the stock
options and stock awards granted to our directors and named
executive officers, see “Executive Compensation.”
Separation pay agreements
We have entered into separation pay agreements with certain of our
executive officers. For more information regarding these
arrangements with our named executive officers, see “Executive
Compensation—Potential payments upon termination or
change
of control.”
Otonnale Agreement
In December 2018, we acquired the remaining 16.4% of Alizé’s issued
and outstanding share capital from Otonnale SAS
("Otonnale"),
upon exercise of a put-call option. In connection with exercise of
the put-call option, we (i) issued to Otonnale 442,470 shares
of our common stock and (ii) paid Otonnale
€699,735.34 million in cash. Additionally, we issued 7,901
shares of our common stock to Eumedix FR S.À R.L. ("Eumedix"), as
consideration for advisory services that Eumedix performed for
Otonnale in connection with the transaction.
Convertible Promissory Notes
In August 2018, we issued convertible promissory notes (as amended)
to several of our existing investors, including the following
investors, who were holders of 5% or more of our capital stock at
the time of the issuance, and funds affiliated with certain of our
directors: entities affiliated with New Enterprise Associates,
Roche Finance Ltd, entities affiliated with Adams Street,
Frazier Healthcare VI, L.P. and Osage University
Partners I, L.P. We received cash proceeds of
$8.0 million. The notes accrued simple interest of 6.0% per
annum and, if not converted, were to mature in August 2020. All
principal and interest was due at maturity. Upon closing of the
Merger, all outstanding principal and interest automatically
converted into shares of our common stock at a conversion price of
$1.2096 per share.
Pre-Closing Financing
Prior to the closing of the Merger, we completed a private
placement financing (the "Pre-Closing Financing"), of our common
stock. The securities issued in the Pre-Closing Financing were
issued pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended. An aggregate of
approximately $29.5 million shares of our common stock was issued
to an investor syndicate that included New Enterprise Associates,
Frazier Healthcare Partners, Roche Finance Ltd, Fonds Innobio
managed by Bpifrance, Osage University Partners, Altitude Life
Science Ventures, Adams Street Partners, and Longwood Fund,
$8.0 million of which was already funded via the issuance of
the convertible promissory notes discussed above.
Post-Closing Financing
On November 1, 2018, we entered into a Stock Purchase
Agreement, as amended (the "Purchase Agreement"), with OvaScience
and Great Point Partners,
LLC and its affiliates ("Great Point"), which provided for the sale
and issuance of shares of our common stock to Great Point for an
aggregate purchase price of approximately $20.0 million at a
per share purchase price of $16.26. The consummation of this
transaction and the other transactions contemplated by the Purchase
Agreement were conditioned upon the satisfaction of the conditions
set forth in the Purchase Agreement. Following the closing of the
Merger, on
December 7, 2018, we issued and sold an aggregate of 1,230,158
shares of our common stock to Great Point. Such shares were
issued pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended. The resale of the shares
by Great Point was registered for resale on a Registration
Statement on Form S-3.
December 2019 Financing
In December 2019, we sold 4,166,667 shares of our common stock to
the public pursuant to an underwriting agreement with Citigroup
Global Markets Inc. and SVB Leerink LLC, as representatives of the
several underwriters named therein, for net proceeds to us of
approximately $23.0 million, after deducting underwriting discounts
and commissions and other offering expenses payable by us. The
price to the public in this offering was $6.00 per share and
investors included Great Point and Roche.
Indemnification Agreements
We have entered into indemnification agreements with each of our
directors and executive officers. The indemnification agreements
and our amended and restated certificate of incorporation and
amended and restated bylaws require us to indemnify our directors
and executive officers to the fullest extent permitted by Delaware
law.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries
(e.g., brokers) to satisfy the delivery requirements for
Notices of Internet Availability of Proxy Materials or other annual
meeting materials with respect to two or more stockholders sharing
the same address by delivering a single Notice of Internet
Availability of Proxy Materials or other annual meeting materials
addressed to those stockholders. This process, which is commonly
referred to as "householding," potentially means extra convenience
for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are our
stockholders will be "householding" our proxy materials. A single
Notice of Internet Availability of Proxy Materials will be
delivered to multiple stockholders sharing an address unless
contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker that
they will be "householding" communications to your address,
"householding" will continue until you are notified otherwise or
until you revoke your consent. If, at any time, you no longer wish
to participate in "householding" and would prefer to receive a
separate Notice of Internet Availability of Proxy Materials, please
notify your broker or Millendo Therapeutics, Inc. Direct your
written request to Millendo Therapeutics, Inc., Attn:
Corporate Secretary, 110 Miller Avenue, Suite 100, Ann Arbor,
Michigan 48104. Stockholders who currently receive multiple copies
of the Notices of Internet Availability of Proxy Materials at their
addresses and would like to request "householding" of their
communications should contact their brokers.
OTHER MATTERS
The Board of Directors knows of no other matters that will be
presented for consideration at the Annual Meeting. If any other
matters are properly brought before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote on
such matters in accordance with their best judgment.
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By Order of the Board of Directors, |
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/s/ TAMARA JOSEPH |
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Tamara Joseph
Corporate Secretary
April 24, 2020
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A copy of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, as filed with the Securities and Exchange
Commission, is available without charge upon written request to:
Millendo Therapeutics, Inc., Attn: Corporate Secretary, 110 Miller
Avenue, Suite 100, Ann Arbor, Michigan 48104.
