United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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by the Registrant ☒
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
☐ |
Soliciting
Materials Pursuant to Rule 14a-12 |
MATINAS
BIOPHARMA HOLDINGS, INC. |
(Name
of Registrant as Specified in Its Charter) |
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Registrant) |
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MATINAS
BIOPHARMA HOLDINGS, INC.
1545
ROUTE 206 SOUTH
SUITE
302
BEDMINSTER
NJ 07921
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
be held on November 14, 2022
To
the Stockholders of
Matinas
BioPharma Holdings, Inc.
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Matinas BioPharma Holdings, Inc. (the “Company”) will be held via
the internet on November 14, 2022, beginning at 9 a.m. local time.
Shareholders will be able to listen, vote and ask questions
regardless of location via the internet at
www.virtualshareholdermeeting.com/MTNB2022 by using the control
number included on your notice regarding the availability of proxy
materials, proxy card (printed in the box and marked by the arrow)
and the instructions that accompanied your proxy materials. You
will not be able to attend the Annual Meeting in person. At the
Annual Meeting, stockholders will act on the following
matters:
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● |
To
elect seven directors to serve until the next Annual Meeting of
Stockholders and until their respective successors shall have been
duly elected and qualified; |
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To
approve, on an advisory basis, the compensation of the Company’s
named executive officers; |
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To
ratify the appointment of EisnerAmper LLP as our independent
registered public accounting firm for the year ending December 31,
2022; and |
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To
consider any other matters that may properly come before the Annual
Meeting. |
Only
stockholders of record of our common stock at the close of business
on September 16, 2022 are entitled to receive notice of and to vote
at the Annual Meeting or any postponement or adjournment
thereof.
Your
vote is important. Whether you plan to attend the meeting virtually
or not, you may vote your shares online or by marking, signing,
dating and mailing the enclosed proxy card in the envelope
provided. If you attend the meeting virtually and prefer to vote
during the meeting, you may do so even if you have already voted
your shares. You may revoke your proxy in the manner described in
the proxy statement at any time before it has been voted at the
meeting.
|
By
Order of the Board of Directors |
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/s/
Jerome D. Jabbour |
|
Jerome
D. Jabbour
|
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Chief Executive Officer |
September
22, 2022
Bedminster,
New Jersey
MATINAS
BIOPHARMA HOLDINGS, INC.
1545
ROUTE 206 SOUTH
SUITE
302
BEDMINSTER
NJ 07921
PROXY
STATEMENT
This
proxy statement contains information related to the Annual Meeting
of Stockholders to be held on November 14, 2022 at 9 a.m. local
time via the internet at
www.virtualshareholdermeeting.com/MTNB2022, or at such other time
and place to which the Annual Meeting may be adjourned or
postponed. The enclosed proxy is solicited by the Board of
Directors of Matinas BioPharma Holdings, Inc. (the “Board”). The
proxy materials relating to the Annual Meeting are being mailed to
stockholders entitled to vote at the meeting on or about September
22, 2022.
Important
Notice of Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held on November 14, 2022.
Our
proxy materials, including our Proxy Statement for the 2022 Annual
Meeting, our Annual Report for the fiscal year ended December 31,
2021 and proxy card are available on the Internet at
www.proxyvote.com. Under Securities and Exchange
Commission rules, we are providing access to our proxy materials by
notifying you of the availability of our proxy materials on the
Internet.
ABOUT
THE MEETING
Why are we calling this Annual Meeting?
We
are calling the Annual Meeting to seek the approval of our
stockholders:
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● |
To
elect seven directors to serve until the next Annual Meeting of
Stockholders and until their respective successors shall have been
duly elected and qualified; |
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To
approve, on an advisory basis, the compensation of the Company’s
named executive officers; |
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● |
To
ratify the appointment of EisnerAmper LLP as our independent
registered public accounting firm for the year ending December 31,
2022; and |
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To
consider any other matters that may properly come before the Annual
Meeting. |
What are the Board’s recommendations?
Our
Board believes that the election of the director nominees
identified herein, the approval, on an advisory basis, of the
executive compensation of the Company’s named executive officers,
and the appointment of EisnerAmper LLP as our independent
registered public accounting firm for the year ending December 31,
2022, are advisable and in the best interests of the Company and
its stockholders and recommends that you vote FOR these
proposals.
Why did I receive a notice in the mail regarding the Internet
availability of the proxy materials instead of a paper copy of the
proxy materials?
In
accordance with rules adopted by the Securities and Exchange
Commission (the “SEC”), we have elected to furnish to our
stockholders this Proxy Statement and our 2021 Annual Report by
providing access to these documents on the Internet rather than
mailing printed copies. Accordingly, a Notice of Internet
Availability of Proxy Materials (the “Notice”) is being
mailed to our stockholders of record and beneficial owners which
will direct stockholders to a website where they can access our
proxy materials and view instructions on how to vote online or by
telephone. If you would prefer to receive a paper copy of our proxy
materials, please follow the instructions included in the
Notice.
Who is entitled to vote at the meeting?
Only
stockholders of record of our common stock at the close of business
on the record date, September 16, 2022, are entitled to receive
notice of the Annual Meeting and to vote the shares of common stock
that they held on that date at the meeting, or any postponement or
adjournment of the meeting. Holders of our common stock are
entitled to one vote per share on each matter to be voted
upon.
As of
the record date, we had 216,864,526 outstanding shares of common
stock.
Who can attend the meeting?
This
year’s Annual Meeting will take place virtually through the
Internet. There will not be a physical meeting location and you
will not be able to attend the Annual Meeting in person. We have
designed the format of the Annual Meeting to ensure that our
stockholders have the same rights and opportunities to participate
as they would at an in-person meeting. You will be able to attend
the Annual Meeting online, vote your shares online during the
Annual Meeting and submit questions online during the Annual
Meeting by visiting www.virtualshareholdermeeting.com/MTNB2022. You
are entitled to attend and participate in the Annual Meeting only
if you were a stockholder of record as of the close of business on
September 16, 2022. To be admitted to the Annual Meeting at
www.virtualshareholdermeeting.com/MTNB2022, you must enter the
16-digit control number found on your proxy card, notice of
internet availability or other proxy materials. If you do not have
a control number, please contact the brokerage firm, bank, dealer,
or other similar organization that holds your account as soon as
possible so that you can be provided with a control number. The
Annual Meeting will begin promptly at 9:00 a.m. local time. We
encourage you to access the Annual Meeting before it begins. Online
check-in will start 15 minutes before the meeting on November 14,
2022. If you encounter any difficulties accessing the virtual
meeting during the check-in or meeting time, please call the
technical support number that will be posted on the virtual Annual
Meeting log-in page.
What constitutes a quorum?
The
presence at the Annual Meeting, virtually or by proxy, of the
holders of a majority of our common stock outstanding on the record
date will constitute a quorum for our meeting. Signed proxies
received but not voted and broker non-votes will be included in the
calculation of the number of shares considered to be present at the
meeting.
How do I vote?
You
can vote on matters that come before the Annual Meeting via the
Internet, by following the instructions in the Notice at
www.virtualshareholdermeeting.com/MTNB2022, or by submitting your
proxy card by mail. If you would prefer to vote by mail, please
follow the instructions included in the Notice to receive a paper
copy of our proxy materials.
Your
shares will be voted as you indicate on your proxy card. If you
vote the proxy but do not indicate your voting preferences, and
with respect to any other matter that properly comes before the
meeting, the individuals named on the proxy card will vote your
shares FOR the matters submitted at the meeting, or if no
recommendation is given, in their own discretion.
If
you are a stockholder of record, to submit your proxy by telephone
or via the Internet, follow the instructions on the Notice or proxy
card. If you hold your shares in street name, you may vote by
telephone or via the Internet as instructed by your broker, bank or
other nominee.
If
you are a stockholder of record, virtually attend the Annual
Meeting and prefer to vote online at the Annual Meeting, you may do
so even if you have already voted your shares by proxy. If you hold
shares in “street name,” however, you must provide a legal proxy
executed by your broker or other nominee in order to vote your
shares at the Annual Meeting.
What if I vote and then change my mind?
You
may revoke your proxy at any time before it is exercised
by:
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filing
with the Secretary of the Company a notice of
revocation; |
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sending
in another duly executed proxy by telephone, internet or mail
bearing a later date; or |
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attending
the meeting and casting your vote online. |
Your
latest vote will be the vote that is counted.
What is the difference between holding shares as a stockholder of
record and as a beneficial owner?
Many
of our stockholders hold their shares through a stockbroker, bank
or other nominee rather than directly in their own name. As
summarized below, there are some distinctions between shares held
of record and those owned beneficially.
Stockholder
of Record
If
your shares are registered directly in your name with our transfer
agent, VStock Transfer, LLC, you are considered, with respect to
those shares, the stockholder of record. As the stockholder of
record, you have the right to grant your voting proxy directly to
us or to vote virtually at the Annual Meeting.
Beneficial
Owner
If
your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares
held in street name, and these proxy materials are being forwarded
to you by your broker, bank or nominee which is considered, with
respect to those shares, the stockholder of record. As the
beneficial owner, you have the right to direct your broker as to
how to vote and are also invited to attend the Annual Meeting.
However, because you are not the stockholder of record, you may not
vote these shares online at the Annual Meeting unless you obtain a
signed proxy from the record holder giving you the right to vote
the shares. If you do not vote your shares or otherwise provide the
stockholder of record with voting instructions, your shares may
constitute broker non-votes. The effect of broker non-votes is more
specifically described in “What vote is required to approve each
proposal?” below.
What vote is required to approve each proposal?
The
holders of a majority of our shares of common stock outstanding on
the record date must be present, virtually or by proxy, at the
Annual Meeting in order to have the required quorum for the
transaction of business. Pursuant to Delaware corporate law,
abstentions and broker non-votes will be counted for the purpose of
determining whether a quorum is present.
Assuming
that a quorum is present, the following votes will be
required:
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With
respect to the election of directors (Proposal No. 1), the seven
nominees receiving the highest number of FOR votes (from the
holders of shares present virtually or represented by proxy) will
be elected as directors. |
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With
respect to the approval, on an advisory basis, of the compensation
of the Company’s named executive officers (Proposal No. 2),
approval will require the affirmative vote of a majority of the
votes cast virtually or represented by proxy at the Annual
Meeting. |
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With
respect to the ratification of the appointment of EisnerAmper LLP
as our independent registered public accounting firm (Proposal No.
3), approval will require the affirmative vote of a majority of the
votes cast virtually or represented by proxy at the Annual
Meeting. |
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With
respect to the approval of any other matter that may properly come
before the Annual Meeting, approval will require the affirmative
vote of a majority of the votes cast virtually or represented by
proxy at the Annual Meeting. |
Holders
of common stock will not have any dissenters’ rights of appraisal
in connection with any of the matters to be voted on at the
meeting.
What are “broker non-votes”?
Broker
non-votes occur when nominees, such as banks and brokers holding
shares on behalf of beneficial owners, do not receive voting
instructions from the beneficial holders at least ten days before
the meeting. If that happens, the nominees may vote those shares
only on matters deemed “routine”. Nominees cannot vote on
non-routine matters unless they receive voting instructions from
beneficial holders, resulting in so-called “broker non-votes.” The
determination of which proposals are deemed “routine” versus
“non-routine” may not be made by the New York Stock Exchange until
after the date on which this proxy statement has been mailed to
you. As such, it is important that you provide voting instructions
to your bank, broker or other nominee, if you wish to determine the
voting of your shares.
How are we soliciting this proxy?
We
are soliciting this proxy on behalf of our Board by mail and will
pay all expenses associated therewith. We have engaged MacKenzie
Partners, Inc. (“MacKenzie”) as the proxy solicitor for the Annual
Meeting for an approximate fee of $3,500 plus fees for additional
services, if needed. We have also agreed to reimburse MacKenzie for
its reasonable out of pocket expenses. Some of our officers and
other employees also may, but without compensation other than their
regular compensation, solicit proxies by further mailing or
personal conversations, or by telephone, facsimile or other
electronic means.
We
will also, upon request, reimburse brokers and other persons
holding stock in their names, or in the names of nominees, for
their reasonable out-of-pocket expenses for forwarding proxy
materials to the beneficial owners of the capital stock and to
obtain proxies.
PROPOSAL
NO. 1: ELECTION OF DIRECTORS
At
the Annual Meeting, seven directors are to be elected. All
directors of the Company will hold office until the next Annual
Meeting of Stockholders or until their respective successors are
duly elected and qualified or their earlier resignation or removal.
The Board has nominated the following individuals for election as
directors to serve until the next annual meeting of stockholders
and until their successors have been duly elected and qualified:
Eric Ende, Jerome D. Jabbour, Herbert Conrad, Kathryn Corzo,
Natasha Giordano, James Scibetta and Matthew Wikler. Each of these
seven director nominees named in the proxy statement is a current
member of the Board.
It is
the intention of the persons named in the proxies for the holders
of common stock to vote the proxies for the election of the
nominees named below, unless otherwise specified in any particular
proxy. Our management does not contemplate that the nominees will
become unavailable for any reason, but if that should occur before
the meeting, proxies will be voted for another nominee, or other
nominees, to be selected by our Board of Directors. In accordance
with our by-laws and Delaware law, a stockholder entitled to vote
for the election of directors may withhold authority to vote for
certain nominees for directors or may withhold authority to vote
for all nominees for directors. The director nominees receiving a
plurality of the votes present virtually or by proxy at the meeting
and entitled to vote on the election of directors will be elected
directors. Broker non-votes will not be treated as a vote for or
against any particular director nominee and will not affect the
outcome of the election. Stockholders may not vote, or submit a
proxy, for a greater number of nominees than the seven nominees
named below.
Director
Nominees
The
following table sets forth the name, age, position and tenure of
each of the director nominees up for election at the 2022 Annual
Meeting:
Name |
|
Age |
|
|
Position(s) |
|
Served
as an
Officer
or Director Since
|
|
Herbert
Conrad |
|
|
89 |
|
|
Chairman
of the Board* |
|
|
2013 |
|
Jerome
D. Jabbour |
|
|
48 |
|
|
Chief
Executive Officer and Director |
|
|
2013 |
|
Kathryn
Corzo |
|
|
60 |
|
|
Director |
|
|
2021 |
|
Eric
Ende |
|
|
54 |
|
|
Director |
|
|
2017 |
|
Natasha
Giordano |
|
|
59 |
|
|
Director |
|
|
2020 |
|
James
Scibetta |
|
|
57 |
|
|
Director |
|
|
2013 |
|
Matthew
Wikler |
|
|
72 |
|
|
Director |
|
|
2018 |
|
* Mr.
Conrad will serve as Chairman of the Board until October 1, 2022,
at which time Mr. Ende will commence service as our Chairman of the
Board.
The
following biographical descriptions set forth certain information
with respect to the director nominees based on information
furnished to the Company by each such individual.
Herbert Conrad has served as our Chairman of the Board
since July 2013 and as Chairman of the Board of Matinas BioPharma,
Inc. since October 2012. He also serves on the board of directors
of Celldex Therapeutics, Inc. (NASDAQ: CLDX), biopharmaceutical
company focused on the development and commercialization of
immunotherapies and other targeted biologics, and as an Advisor to
the Seaver Autism Center at Mount Sinai Hospital. Mr. Conrad was
the President of the U.S. Pharmaceuticals Division of Hoffmann-La
Roche, Inc. from 1982 until his retirement in 1993. Prior to that,
he held many positions of increasing responsibility at Roche
Pharmaceuticals in the United States. Mr. Conrad previously served
on the board of directors of Arbutus Biopharma Corporation (NASDAQ:
ABUS), Pharmasset, Inc. (chairman), Savient Pharmaceuticals, Inc.
(NASDAQ: SVNT), Dura Pharmaceuticals, Inc., UroCor, Inc., GenVec,
Inc. (NASDAQ: GNVC) (chairman), Sicor, Inc., Bone Care
International, Inc. (chairman), Sapphire Therapeutics, Inc.
(chairman), the medical advisory board of Henry Schein Inc.
(NASDAQ: HSIC), and he was a Director and Co-Founder of Reliant
Pharmaceuticals. Pharmasset was acquired by Gilead Sciences, Inc.
for $11 billion in 2011 and Reliant was acquired by GlaxoSmithKline
for $1.65 billion in 2007. He received BS and MS degrees from the
Brooklyn College of Pharmacy and an honorary Doctorate in Humane
Letters from Long Island University. We believe Mr. Conrad is
qualified to serve on our board of directors due to his extensive
expertise and experience in the life sciences industry and his
extensive board experience.
Jerome D. Jabbour See description under
“Management.”
Eric Ende, MD, MBA has served on our board of directors
since April 2017. Dr. Ende will assume the position of Chairman of
the Board effective October 1, 2022. Dr. Ende is president of Ende
BioMedical Consulting Group, a privately-held consulting company
which is focused on helping life sciences companies raise capital,
identify licensing partners, and optimize corporate structure as
well as analyzing both private and public investment opportunities
for clients within the life sciences industry, a position he has
held since 2009. In addition, Dr. Ende consulted with Icahn
Enterprises in their efforts to appoint board members at Forest
Labs, Genzyme, Biogen IDEC, and Amylin. Dr. Ende served on the
board of directors and as a member of the Audit and Risk Management
Committee of Genzyme Corp. (NASDAQ: GENZ) from 2010 until it was
acquired by Sanofi (NSYE: SNY) in 2011. Through another activist
campaign, Dr. Ende served on the board of directors of Progenics
Pharmaceuticals, Inc., an oncology company, from 2019 until it was
acquired by Lantheus Holdings, Inc. in 2020, as Chair of the
Compensation Committee and a member of the Audit and Science
Committees. Dr. Ende also serves on the board of directors of
Avadel Pharmaceuticals plc, a biopharmaceutical company, as Chair
of the Nomination & Corporate Governance Committee and a member
of the Audit and Compensation Committees, and since January 2022,
also serves on the board of NeuBase Therapeutics (NASDAQ: NBSE), a
biotech company. Dr. Ende is currently serving on the Technology
Transfer Committee of Mount Sinai Innovation Partners and served as
the Chairman of the Unsecured Creditor’s Committee overseeing the
bankruptcy of Egenix, Inc. From 2002 through 2008, Dr. Ende was the
senior biotechnology analyst at Merrill Lynch. From 2000 through
2002, Dr. Ende was the senior biotechnology analyst at Banc of
America Securities and, from 1997 to 2000, he was a biotechnology
analyst at Lehman Brothers. Dr. Ende received an MBA in Finance
& Accounting from NYU – Stern Business School in 1997, an MD
from Mount Sinai School of Medicine in 1994, and a BS in Biology
and Psychology from Emory University in 1990. We believe Dr. Ende
is qualified to serve on our board of directors due to his industry
experience, including as president of Ende BioMedical Consulting
Group and as a biotechnology analyst, and his prior public company
board experience.
Kathryn Corzo, RPh, MBA has served on our board of
directors since November 2021. Ms. Corzo is currently the Chief Operating Officer
of bit.bio Ltd, a privately funded company coding human
cells to precision engineer the next generation of medicines,
a position she has held since
2021. Prior to bit.bio, Ms. Corzo was partner at Takeda Ventures,
Inc., the corporate investment arm of Takeda Pharmaceutical
Company Limited, and also served as Head, Oncology Cell Therapy
Development at Takeda Pharmaceutical Company Limited (TSE:
4502/NYSE: TAK), a global biopharmaceutical company, a position she
held since 2020. Before Takeda, Ms. Corzo was Vice President,
R&D Myeloma Program Leader at Sanofi Genzyme, a specialty care
global business unit of Sanofi, from 2010 to 2019. From 1989-2010,
Ms. Corzo worked at Hoffman – La Roche, Roche Molecular Systems,
Eli Lilly and Syndax, during which time she held roles of
increasing seniority in operations, global clinical development,
medical affairs, business development, market access and brand
management across multiple therapeutic products and indications.
Ms. Corzo holds an MBA from Massachusetts Institute of Technology
Sloan School of Management and a Bachelor of Science in Pharmacy
from Massachusetts College of Pharmacy. We believe Ms. Corzo is
qualified to serve on our Board of Directors due to her broad
experience in the life sciences industry.
Natasha Giordano. Ms. Giordano has served as a member of
our board of directors since September 2020. Ms. Giordano has been
President, Chief Executive Officer and director of PLx Pharma Inc.
(NASDAQ: PLXP), a late-stage specialty pharmaceuticals company,
since January 2016. Previously, Ms. Giordano served as Chief
Executive Officer of ClearPoint Learning, Inc., a privately held
learning and training platform company, from May 2015 through
November 2015. She also served on the ClearPoint board of directors
from December 2009 through November 2015. Previously, Ms. Giordano
served as the Chief Executive Officer of Healthcare Corporation of
America (NYSE: HCA), a leading healthcare provider, from January
2014 through August 2014. From June 2009 to August 2012, Ms.
Giordano served as Chief Operating Officer and then as Chief
Executive Officer, President and a member of the board of directors
of Xanodyne Pharmaceuticals, Inc., a privately-held a branded
specialty pharmaceutical company with development and commercial
capabilities focused on pain management and women’s health. Prior
to that, she served as President, Americas, for Cegedim Dendrite
(formerly Dendrite International Inc.), a global technology
services company, from 2007 to 2008 and as Senior Vice President of
the Global Customer Business Unit of Cegedim Dendrite from 2004 to
2007. Ms. Giordano holds a Bachelor of Science degree in nursing
from Wagner College. We believe Ms. Giordano is qualified to serve
as a director due to her extensive experience in commercialization,
general management and knowledge of the pharmaceutical and health
care industries.
James S. Scibetta, MBA has served as a member of our board
of directors since November 2013. Mr. Scibetta is currently the
Chief Executive Officer of ImmuneID, a privately held precision
immunology company. Prior to ImmuneID, Mr. Scibetta was Chief
Executive Officer of Maverick Therapeutics, a development stage
immune-oncology company, from 2017 until 2021 when it was acquired
by Takeda Pharmaceutical Company Limited. Prior to Maverick, he was
President and Chief Financial Officer of Pacira Pharmaceuticals,
Inc. (NASDAQ: PCRX), a specialty pharmaceutical company, a position
he has held since October 2015. Prior to that, Mr. Scibetta was the
Chief Financial Officer of Pacira since 2008. Prior to joining
Pacira in August 2008, he served as a consultant to Genzyme
Corporation following the sale of Bioenvision Inc. (NASDAQ: BIVN)
to Genzyme in 2007. From 2006 to 2007 Mr. Scibetta was CFO of
Bioenvision. From 2001 to 2006, he was Executive Vice President and
Chief Financial Officer of Merrimack Pharmaceuticals Inc. (NASDAQ:
MACK). Mr. Scibetta has previously served on the board of directors
at the following life sciences companies: Nephros Inc. (NASDAQ:
NEPH), Merrimack Pharmaceuticals and Labopharm Inc. Prior to his
executive management experience, Mr. Scibetta spent over a decade
in investment banking where he was responsible for sourcing and
executing transactions for a broad base of public and private
healthcare and life sciences companies. Mr. Scibetta received his
Bachelor of Science in Physics from Wake Forest University and an
MBA from the University of Michigan. We believe Mr. Scibetta is
qualified to serve on our board of directors because of his
extensive management experience in the pharmaceutical industry, his
investment banking experience and his experience as a chief
financial officer and audit committee member of several publicly
traded companies.
Matthew A. Wikler, MD, MBA has served as a member of our
board of directors since January 2018. Dr. Wikler currently serves
as the Principal of Infectious Disease Technology Development
Consulting (IDTD Consulting), a privately-held consulting firm,
where he provides clinical, medical and regulatory strategic
insight to companies developing new technologies for the treatment
and prevention of infectious diseases, a position he has held since
2015. Prior to that from 2012 to 2015, Dr. Wikler served at The
Medicines Company (NASDAQ: MDCO), a biopharmaceutical company, as
VP, New Business Ventures and VP and Medical Director, Infectious
Disease Care. Over the course of his career Dr. Wikler held senior
leaderships positions for a number of pharmaceutical companies,
including as Chief Development Officer of Rib-X Pharmaceuticals,
Inc., a privately-held biopharmaceutical company developing new
antibiotics to provide expanded coverage, safety and convenience
for the treatment of serious and life-threatening infections,
President and Chief Executive Officer of IASO Pharma Inc., a
privately-held clinical stage biotechnology company focused on the
development of antibacterial and antifungal therapeutics, the
Institute for One World Health, a 501(c)(3) nonprofit drug
development organization, Mpex Pharmaceuticals, Inc., a
privately-held company focused on developing and manufacturing
therapies for antibiotic resistance with focus on gram-negative
organisms, Peninsula Pharmaceuticals, Inc., a privately held
biopharmaceutical company focused on developing and commercializing
antibiotics to treat life-threatening infections (acquired by
Johnson & Johnson (NYSE: JNJ)), ViroPharma Incorporated
(NASDAQ: VPHM), Bristol-Myers Squibb Company (NYSE:BMY), and
Ortho-McNeil Pharmaceutical (a division of Johnson & Johnson).
Dr. Wikler began his career at Smith Kline & French/Smith Kline
Beecham where he held positions of increasing responsibilities over
ten years. Dr. Wikler held a variety of positions at the FDA,
including the Deputy Director of the Division of Anti-Infective
Drug Products. Dr. Wikler earned a BA in Chemistry from Franklin
and Marshall College, an MD degree from Temple University School of
Medicine, and his MBA from the University of Pennsylvania Wharton
School of Business. He completed his Infectious Diseases Fellowship
at the Hospital of the University of Pennsylvania and is a Fellow
of the Infectious Diseases Society of America. We believe Dr.
Wikler is qualified to serve on our board of directors because of
his extensive management experience in the pharmaceutical industry
and his clinical, drug development and regulatory
experience.
There
are no family relationships among any of our directors or executive
officers.
Vote
Required
Directors
will be elected by a plurality of the votes cast virtually or by
proxy at the annual meeting. Abstentions and broker non-votes will
each be counted as present for purposes of determining the presence
of a quorum but will have no effect on the vote for election of
directors.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE
ELECTION
OF THE DIRECTOR NOMINEES.
Corporate
Governance Matters
Board of Director Composition
Our
board of directors currently consists of seven members. We have no
formal policy regarding board diversity. Our priority in selection
of board members is identification of members who will further the
interests of our stockholders through his or her established record
of professional accomplishment, the ability to contribute
positively to the collaborative culture among board members,
knowledge of our business and understanding of the competitive
landscape.
Board of Director Meetings
Our
Board met four times in 2021. Each of the directors attended at
least 75% of the aggregate of (i) the total number of meetings of
our Board (held during the period for which such directors served
on the Board) and (ii) the total number of meetings of all
committees of our Board on which the director served (during the
periods for which the director served on such committee or
committees). The Company does not have a formal policy requiring
members of the Board to attend our annual meetings. Jerome D.
Jabbour, Herbert Conrad, Natasha Giordano, James Scibetta and
Matthew Wikler attended the 2021 Annual Meeting of
Stockholders.
Director Independence
Our
common stock is listed on the NYSE American. Our board of directors
undertook a review of its composition, the composition of its
committees and the independence of each director. Based on
information requested from and provided by each of our directors,
our board of directors has determined that Messrs. Herbert Conrad,
Eric Ende, James Scibetta, Matthew Wikler and Mss. Natasha Giordano
and Kathryn Corzo are “independent directors” as such term is
defined in the rules of the NYSE’s corporate governance
requirements and Rule 10A-3 promulgated under the Securities
Exchange Act of 1934, as amended.
There
are no family relationships among any of our directors or executive
officers.
Board Committees
Our
board of directors has three standing committees — an Audit
Committee, a Compensation Committee, and a Nominating and Corporate
Governance Committee.
Audit
Committee. The Audit Committee oversees and monitors our
financial reporting process and internal control system, reviews
and evaluates the audit performed by our registered independent
public accountants and reports to the Board any substantive issues
found during the audit. The Audit Committee is directly responsible
for the appointment, compensation and oversight of the work of our
registered independent public accountants. The Audit Committee
reviews and approves all transactions with affiliated parties.
James Scibetta, Herbert Conrad, Eric Ende and Natasha Giordano
currently serve as members of the Audit Committee, with Mr.
Scibetta, serving as its chair. Effective October 1, 2022, James
Scibetta, Herbert Conrad and Natasha Giordano will serve as members
of the Audit Committee, with Mr. Scibetta, serving as its chair.
All members of the Audit Committee have been determined to be
financially literate and are considered independent directors as
defined under the applicable NYSE listing standards and SEC rules
and regulations. Mr. Scibetta qualifies as an audit committee
“financial expert” as that term is defined by SEC rules and
regulations. The Audit Committee met four times during 2021. Our
Board has adopted an Audit Committee Charter, which is available
for viewing at www.matinasbiopharma.com.
Compensation
Committee. The Compensation Committee provides advice and makes
recommendations to the Board in the areas of employee salaries,
benefit programs and director compensation. The Compensation
Committee also reviews the compensation of our executive officers,
including our chief executive officer, and makes recommendations in
that regard to the Board as a whole. Eric Ende, Kathryn Corzo,
James Scibetta and Matthew Wikler currently serve on the
Compensation Committee, with Mr. Ende serving as its chair.
Effective October 1, 2022, James Scibetta, Catherine Corzo and
Matthew Wikler will serve as members of the Compensation Committee,
with Mr. Scibetta serving as its chair. All members of the
Compensation Committee are considered independent directors as
defined under the applicable NYSE listing standards. The
Compensation Committee met four times during 2021. Our Board has
adopted a Compensation Committee Charter, which is available for
viewing at www.matinasbiopharma.com.
Nominating
and Corporate Governance Committee. The Nominating and
Corporate Governance Committee nominates individuals to be elected
to the full Board by our stockholders. The Nominating and Corporate
Governance Committee considers recommendations from stockholders if
submitted in a timely manner in accordance with the procedures set
forth in our Bylaws and applies the same criteria to all persons
being considered. Herbert Conrad, Eric Ende and James Scibetta
currently serve as members of the Nominating and Corporate
Governance Committee, with Mr. Conrad serving as its chair.
Effective October 1, 2022, Herbert Conrad, Kathryn Corzo, Eric Ende
and Natasha Giordano will serve as members of the Nominating and
Corporate Governance Committee, with Natasha Giordano serving as
its chair. All members of the Nominating and Corporate Governance
Committee are considered independent directors as defined under the
applicable NYSE listing standards. The Nominating and Corporate
Governance Committee met four during 2021. Our Board has adopted a
Nominating and Corporate Governance Charter, which is available for
viewing at www.matinasbiopharma.com.
Stockholder nominations for directorships
Stockholders
may recommend individuals to the Nominating and Corporate
Governance Committee for consideration as potential director
candidates by submitting their names and background to the
Secretary of the Company at the address set forth below under
“Stockholder Communications.” All such recommendations will be
forwarded to the Nominating and Corporate Governance Committee,
which will review and only consider such recommendations if
appropriate biographical and other information is provided, as
described below, on a timely basis. All security holder
recommendations for director candidates must be received by the
Company in the timeframe(s) set forth under the heading
“Stockholder Proposals” below.
|
● |
the
name and address of record of the security holder; |
|
|
|
|
● |
a
representation that the security holder is a record holder of the
Company’s securities, or if the security holder is not a record
holder, evidence of ownership in accordance with Rule 14a-8(b)(2)
of the Securities Exchange Act of 1934; |
|
|
|
|
● |
the
name, age, business and residential address, educational
background, current principal occupation or employment, and
principal occupation or employment for the preceding five (5) full
fiscal years of the proposed director candidate; |
|
|
|
|
● |
a
description of the qualifications and background of the proposed
director candidate and a representation that the proposed director
candidate meets applicable independence requirements; |
|
|
|
|
● |
a
description of any arrangements or understandings between the
security holder and the proposed director candidate;
and |
|
|
|
|
● |
the
consent of the proposed director candidate to be named in the proxy
statement relating to the Company’s annual meeting of stockholders
and to serve as a director if elected at such annual
meeting. |
Assuming
that appropriate information is provided for candidates recommended
by stockholders, the Nominating and Corporate Governance Committee
will evaluate those candidates by following substantially the same
process, and applying substantially the same criteria, as for
candidates submitted by members of the Board or other persons, as
described above and as set forth in its written charter.
Board Leadership Structure and Role in Risk
Oversight
The
positions of our chairman of the board and chief executive officer
are separated. Separating these positions allows our chief
executive officer to focus on our day-to-day business, while
allowing the chairman of the board to lead the board of directors
in its fundamental role of providing advice to and independent
oversight of management. Our board of directors recognizes the
time, effort and energy that the chief executive officer must
devote to his position in the current business environment, as well
as the commitment required to serve as our chairman, particularly
as the board of directors’ oversight responsibilities continue to
grow. Our board of directors also believes that this structure
ensures a greater role for the independent directors in the
oversight of our company and active participation of the
independent directors in setting agendas and establishing
priorities and procedures for the work of our board of directors.
Our board of directors believes its administration of its risk
oversight function has not affected its leadership
structure.
Although
our bylaws do not require our chairman and chief executive officer
positions to be separate, our board of directors believes that
having separate positions is the appropriate leadership structure
for us at this time and demonstrates our commitment to good
corporate governance.
Risk
is inherent with every business, and how well a business manages
risk can ultimately determine its success. Our board of directors
is actively involved in oversight of risks that could affect us.
This oversight is conducted primarily by our full board of
directors, which has responsibility for general oversight of risks,
and our standing board committees.
Our
board of directors satisfies this responsibility through full
reports by each committee chair regarding the committee’s
considerations and actions, as well as through regular reports
directly from officers responsible for oversight of particular
risks within our company. Our board of directors believes that full
and open communication between management and the board of
directors is essential for effective risk management and
oversight.
Stockholder Communications
The
Board will give appropriate attention to written communications
that are submitted by stockholders and other interested parties,
and will respond if and as appropriate. Absent unusual
circumstances or as contemplated by committee charters, and subject
to advice from legal counsel, the Secretary of the Company is
primarily responsible for monitoring communications from
stockholders and for providing copies or summaries of such
communications to the Board as he considers appropriate.
Communications
from stockholders and other interested parties will be forwarded to
all directors if they relate to important substantive matters or if
they include suggestions or comments that the Secretary considers
to be important for the Board to know. Communication relating to
corporate governance and corporate strategy are more likely to be
forwarded to the Board than communications regarding personal
grievances, ordinary business matters, and matters as to which the
Company tends to receive repetitive or duplicative
communications.
Stockholders
and other interested parties who wish to send communications to the
Board should address such communications to: The Board of
Directors, Matinas BioPharma Holdings, Inc., 1545 Route 206 South,
Suite 302, Bedminster, NJ 07921, Attn.: Secretary.
Code of Business Conduct and Ethics
We
have adopted a written code of business conduct and ethics that
applies to our directors, officers and employees, including our
principal executive officer, principal financial and accounting
officer, or persons performing similar functions. A copy of the
code is posted on the corporate governance section of our website,
which is located at www.matinasbiopharma.com. If we make any
substantive amendments to, or grant waivers from, the code of
business conduct and ethics for any officer or director, we will
disclose the nature of such amendment or waiver on our
website.
PROPOSAL
NO. 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION
We
are asking our stockholders to provide an advisory vote to approve
the compensation of our named executive officers, including
compensation tables and narrative disclosures as described in this
Proxy Statement. This proposal, commonly known as a “say-on-pay”
proposal, gives our stockholders the opportunity to express their
views on the compensation of our named executive
officers.
Please
see the compensation tables and the narrative disclosures that
accompany the compensation tables for greater detail about our
executive compensation programs, including information about the
fiscal year 2021 and 2020 compensation of our named executive
officers.
We
believe that our overall compensation program and philosophy
support and help drive the Company’s long-term value creation,
business strategy and operating performance objectives. We are
asking our stockholders to indicate their support for our named
executive officer compensation as described in this proxy statement
by voting “FOR” the following resolution at the Annual
Meeting:
“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 Discussion and Analysis, compensation
tables and narrative discussion is hereby APPROVED.”
While
this say-on-pay vote is advisory and does not bind the Company to
any particular action, the Board and the Compensation Committee
value your opinion. Accordingly, the Board and the Compensation
Committee will consider the outcome of this vote when making future
compensation decisions for the Company’s named executive
officers.
Vote
Required
The
affirmative vote of a majority of the total votes cast virtually or
by proxy is required to approve this proposal.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE APPROVAL
OF
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN
THIS PROXY STATEMENT.
Executive
Officers
The
following table sets forth certain information regarding our
current executive officers:
Name |
|
Age |
|
|
Position(s) |
|
Served
as an
Officer
Since
|
|
Jerome
D. Jabbour |
|
|
48 |
|
|
Chief
Executive Officer and Director |
|
|
2013 |
|
James
J. Ferguson |
|
|
69 |
|
|
Chief
Medical Officer |
|
|
2019 |
|
Thomas
J. Hoover |
|
|
53 |
|
|
Chief
Business Officer |
|
|
2021 |
|
Keith
A. Kucinski |
|
|
52 |
|
|
Chief
Financial Officer |
|
|
2019 |
|
Hui
Liu |
|
|
54 |
|
|
Chief
Technology Officer |
|
|
2020 |
|
Raphael
J. Mannino |
|
|
75 |
|
|
Chief
Scientific Officer |
|
|
2015 |
|
Theresa
Matkovits |
|
|
55 |
|
|
Chief
Development Officer |
|
|
2018 |
|
Our
executive officers are elected by, and serve at the discretion of,
our board of directors. The business experience for the past five
years, and in some instances, for prior years, of each of our
executive officers is as follows:
Management
Jerome D. Jabbour, JD was appointed Chief Executive Officer
in March 2018. He has served as our President since March 2016.
Prior to that he served as our Executive Vice President, Chief
Business Officer, General Counsel and Secretary since October 2013
and as one of our directors from April 2012 until November 2013.
Mr. Jabbour is also aCo-founder of Matinas BioPharma. Prior to
joining our management team, he was the Executive Vice President
and General Counsel of MediMedia USA, or MediMedia, from2012 to
October 2013, a privately held diversified health care services
company. Prior to MediMedia, he was the Senior Vice President, Head
of Global Legal Affairs of Wockhardt Limited (2008-2012), a global
pharmaceutical and biotechnology company, and Senior Counsel and
Assistant Secretary at Reliant (2004-2008). Earlier in his career,
he held positions as Commercial Counsel at Alpharma, Inc.
(2003-2004) and as a Corporate Associate at Lowenstein Sandler LLP
(1999-2003). Mr. Jabbour earned his JD from Seton Hall University
School of Law in New Jersey and a BA in Psychology from Loyola
University in Baltimore.
James J. Ferguson, MD was appointed Chief Medical Officer
in February 2019. Prior to joining the Company he served as the
Cardiovascular and Bone Therapeutic Area Head for U.S. Medical
Affairs, at Amgen (NASDAQ: AMGN), multinational biopharmaceutical
company, from 2016 to 2019. Prior to Amgen Dr. Ferguson held a
number of senior positions at AstraZeneca, a multinational
pharmaceutical and biopharmaceutical company, including Vice
President of US Cardiovascular Medical and Scientific External
Relations, Therapeutic Area Vice President of Cardiovascular Global
Medical Affairs, U.S. Development Brand Leader for BRILINTA®, and
Senior Director, Clinical Research. Before joining AstraZeneca he
was Vice President of Surgical and Critical Care for The Medicines
Company. In addition, Dr. Ferguson had more than 20 years of
academic experience as the Associate Director of Clinical
Cardiology Research at the Texas Heart Institute, Co-Director of
the Cardiology Fellowship Training Program at St. Luke’s Episcopal
Hospital in Houston, where he was an Associate Professor of
Medicine at Baylor College of Medicine, and a Clinical Assistant
Professor at the University of Texas Health Science Center at
Houston. Dr. Ferguson has served on the Editorial Board of numerous
peer-reviewed journals and has over 400 publications and book
chapters. Dr. Ferguson received his B.A. (cum laude) in Biology
from Harvard University, his M.D. from the University of
Pennsylvania School of Medicine and completed his postgraduate
training at the University of Michigan Medical Center, Ann Arbor,
Michigan and Beth Israel Hospital, Boston,
Massachusetts.
Thomas J. Hoover, MBA has served as Chief Business Officer
since December 2021. Prior to joining the Company, Mr. Hoover was
the Chief Business Officer at Millendo Therapeutics, (now Tempest
Therapeutics, Inc.) a clinical stage biotech, from 2016 to 2021.
Prior to joining Millendo, Mr. Hoover was Vice President of New
Product Planning and Corporate Development and Licensing at
Sunovion Pharmaceuticals Inc., a global biopharmaceutical company.
Mr. Hoover started his pharmaceutical career at GSK in 2001 working
in the Global Commercial Strategy group. Earlier in his career, Mr.
Hoover worked for The Boston Consulting Group. Mr. Hoover holds a
M.B.A. from the University of North Carolina and a B.A. from
Harvard College.
Keith A. Kucinski, MBA, CPA was appointed Chief Financial
Officer in January 2019. He most recently served as Chief Financial
Officer at RemedyOne, a privately held healthcare consulting
organization, during 2018. Prior to that, he served as Vice
President & Treasurer at Par Pharmaceutical Companies, Inc., an
operating company of Endo International plc, a leading generics and
specialty-branded pharmaceutical company, from 2009 to 2015. In
addition, Mr. Kucinski held various roles at Barr Pharmaceuticals,
Inc., including Senior Director, Finance & Corporate
Development and Assistant Treasurer & Senior Director, Finance.
Mr. Kucinski is a Certified Public Accountant. He received his
Bachelor of Business Administration in Accounting from the
University of Notre Dame and an M.B.A. in Finance & Management
from the Leonard N. Stern School of Business at New York
University.
Hui Liu, PhD, MBA has serves as Chief Technology Officer
since December 2020. Prior to joining the Company, Dr. Liu was
Director of Formulation and Delivery at Seqirus USA Inc., a
privately held global leader in influenza and pandemic response,
from 2017 to 2020. Prior to joining Seqirus, Dr. Liu was Director
of CMC at Cellics Therapeutics, Inc., a privately held development
stage biopharmaceutical company, in 2017, and Senior Technical Lead
at Alcon Inc. (SIX/NYSE: ALC), a global leader in eye care, from
2015 to 2017. Earlier in his career, Dr. Liu held positions at
Cellics Therapeutics, Inc., a privately held biotech company, and
Allergan. Dr. Liu holds a Ph.D. in polymer chemistry from the
University of Michigan, an M.B.A. from the University of
Massachusetts, Amherst, and a B.S. from The University of Science
and Technology of China.
Raphael J. Mannino, PhD has served as our Chief Scientific
Officer since September 2015. From 1990 until August 2015, Dr.
Mannino was an Associate Professor of Pathology and Laboratory
Medicine at Rutgers University, New Jersey Medical School. Dr.
Mannino founded BioDelivery Sciences, Inc., and served as its
President, Chief Executive Officer and Chief Scientific Officer and
a member of its Board of Directors from 1995 to 2000, when it was
acquired by BioDelivery Sciences International, Inc. (NASDAQ:
BDSI). Dr. Mannino served as BDSI’s Executive Vice President and
Chief Scientific Officer from 2001 to 2009 and a member of its
Board of Directors from 2000 to 2007. Dr. Mannino’s previous
experience includes positions as Assistant, then Associate
Professor, Albany Medical College (1980 to 1990), and Instructor
then Assistant Professor, Rutgers Medical School (1977 to 1980).
His postdoctoral training was from 1973 to 1976 at the Biocenter in
Basel, Switzerland. Dr. Mannino received his Ph.D. in Biological
Chemistry in 1973 from the Johns Hopkins University, School of
Medicine.
Theresa Matkovits, PhD has served as Chief Development
officer since October 2018. She joined the Company after having
most recently served as the Chief Operating Officer of ContraVir
Pharmaceuticals (NASDAQ: CTRV) (now Hepion Pharmaceuticals), a
clinical stage biopharmaceutical company, from 2015 to 2018. From
2013 to 2015, Dr. Matkovits served as Global Program Leader at NPS
Pharmaceuticals, a specialty pharmaceutical company that was
purchased by Shire in 2015. Prior to her time at NPS, Dr. Matkovits
was Vice President, Innovation Leader at The Medicines Company.
Earlier in her career, Dr. Matkovits held a number of global
leadership positions at Novartis across Global Development and the
U.S. Commercial Organization, including as Head, Strategic Planning
and Operations, U.S. Medical and Drug Regulatory Affairs. Dr.
Matkovits began her career at the Roche Institute of Molecular
Biology and Organon where she held positions in clinical
development in women’s health and research in the area of
infertility. Dr. Matkovits serves on the Board of Directors of
Appili Therapeutics (TSX: APLI; OTCQX: APLIF) and GoodCap
Pharmaceuticals, a privately held pharmaceutical company. Dr.
Matkovits earned her Ph.D. in Biochemistry and Molecular Biology
from the University of Medicine and Dentistry of NJ.
EXECUTIVE
COMPENSATION
Summary
Compensation Table – 2021
The
following table presents information regarding the total
compensation awarded to, earned by, or paid to our chief executive
officer and the two most highly-compensated executive officers who
were serving as executive officers as of December 31, 2021 for
services rendered in all capacities to us for the years ended
December 31, 2021 and December 31, 2020. These individuals are our
named executive officers for 2021.
Name
and Principal Position |
|
Year |
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Option
Awards
($)
(1)
|
|
|
All
Other Compensation ($) |
|
|
Total
($)
|
|
Jerome
D. Jabbour |
|
|
2021 |
|
|
|
545,000 |
|
|
|
250,000 |
|
|
|
2,898,314 |
|
|
|
- |
|
|
|
3,693,314 |
|
Chief
Executive Officer |
|
|
2020 |
|
|
|
500,000 |
|
|
|
250,000 |
|
|
|
2,180,085 |
|
|
|
- |
|
|
|
2,930,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
J. Ferguson |
|
|
2021 |
|
|
|
422,300 |
|
|
|
164,000 |
|
|
|
1,035,637 |
|
|
|
|
|
|
|
1,621,937 |
|
Chief
Medical Officer |
|
|
2020 |
|
|
|
410,000 |
|
|
|
150,000 |
|
|
|
1,090,043 |
|
|
|
- |
|
|
|
1,650,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theresa
Matkovits |
|
|
2021 |
|
|
|
378,525 |
|
|
|
147,000 |
|
|
|
812,636 |
|
|
|
- |
|
|
|
1,338,161 |
|
Chief
Development Officer |
|
|
2020 |
|
|
|
367,500 |
|
|
|
122,500 |
|
|
|
763,030 |
|
|
|
- |
|
|
|
1,253,030 |
|
(1)
Amounts reflect the grant date fair value of option awards granted
in 2021 and 2020 in accordance with Accounting Standards
Codification Topic 718. These amounts do not correspond to the
actual value that will be recognized by the named executive
officers.
Narrative
Disclosure to Summary Compensation Table
Employment Agreements with Our Named Executive
Officers
Jerome Jabbour
On
March 22, 2018, we entered into an employment agreement with Mr.
Jabbour. Under the terms of Mr. Jabbour’s employment agreement, Mr.
Jabbour received a signing bonus of $84,000 and a base salary of
$350,000 per year. In addition, Mr. Jabbour is eligible to receive
an annual bonus, which is targeted at 50% of his base salary but
which may be adjusted by our Compensation Committee based on his
individual performance and our performance as a whole. Mr. Jabbour
is also eligible to receive option grants at the discretion of our
Compensation Committee. Mr. Jabbour received an option grant to
purchase 1,000,000 shares on March 22, 2018 and is also eligible to
receive additional option grants and equity grants at the
discretion of our Compensation Committee. If we terminate Mr.
Jabbour’s employment without cause or Mr. Jabbour resigns with good
reason (absent a change of control), we are required to pay him
severance of up to twelve months of his base salary plus COBRA
benefits for twelve months. In addition, the vesting of 50% of his
outstanding options will be accelerated in full upon such
termination and Mr. Jabbour will be provided with an extension
through two years after the separation date of the exercise period
for his vested stock options. If we terminate Mr. Jabbour’s
employment without cause during the 24-month period immediately
following a change of control or Mr. Jabbour resigns with good
reason during the 24-month period immediately following a change of
control, we are required to pay him severance of up to 24 months of
his base salary and his target annual bonus plus 18 months of COBRA
benefits. In addition, his outstanding options will be vested in
full and Mr. Jabbour will be provided with an extension through two
years after the separation date of the exercise period for his
vested stock options. Mr. Jabbour is also subject to a customary
non-disclosure agreement, pursuant to which Mr. Jabbour has agreed
to be subject to a non-compete during the term of his employment
and for a period of eighteen months following termination of his
employment.
James Ferguson
On
February 22, 2019, we entered into an employment agreement with Mr.
Ferguson. Under the terms of Mr. Ferguson’s employment agreement,
Mr. Ferguson receives a base salary of $375,000 per year. In
addition, Mr. Ferguson is eligible to receive an annual bonus,
which is targeted at 35% of his base salary but which may be
adjusted by our Compensation Committee based on his individual
performance and our performance as a whole. Mr. Ferguson is also
eligible to receive option grants at the discretion of our
Compensation Committee. If we terminate Mr. Ferguson’s employment
without cause or Mr. Ferguson resigns with good reason, we are
required to pay him severance of up to twelve months of his base
salary plus benefits. In addition, the vesting of 50% of his
outstanding options will be accelerated in full upon such
termination. Mr. Ferguson is also subject to a customary
non-disclosure agreement, pursuant to which Mr. Ferguson has agreed
to be subject to a non-compete during the term of his employment
and for a period of eighteen months following termination of his
employment.
Theresa Matkovits
On
September 25, 2018, we entered into an employment agreement with
Ms. Matkovits. Under the terms of Ms. Matkovits’ employment
agreement, Ms. Matkovits receives a base salary of $350,000 per
year. In addition, Ms. Matkovits is eligible to receive an annual
bonus, which is targeted at 35% of her base salary but which may be
adjusted by our Compensation Committee based on her individual
performance and our performance as a whole. Ms. Matkovits is also
eligible to receive option grants at the discretion of our
Compensation Committee. If we terminate Ms. Matkovits’ employment
without cause or Ms. Matkovits resigns with good reason, we are
required to pay her severance of up to twelve months of his base
salary plus benefits. In addition, the vesting of 50% of her
outstanding options will be accelerated in full upon such
termination. Ms. Matkovits is also subject to a customary
non-disclosure agreement, pursuant to which Ms. Matkovits has
agreed to be subject to a non-compete during the term of her
employment and for a period of eighteen months following
termination of his employment.
Outstanding
Equity Awards at Fiscal Year-End Table – 2021
The
following table summarizes, for each of the named executive
officers, the number of shares of common stock underlying
outstanding stock options held as of December 31, 2021.
|
|
Option Awards |
Name |
|
Number
of
securities
underlying
unexercised
options
(#)
exercisable
|
|
|
Number
of
securities
underlying
unexercised
options
(#)
unexercisable
|
|
|
Option
exercise
price
($)
|
|
|
Option
expiration
date
|
Jerome D. Jabbour |
|
|
- |
|
|
|
1,658,100 |
|
|
$ |
0.92 |
|
|
Dec 13, 2031 |
|
|
|
- |
|
|
|
1,600,000 |
|
|
$ |
1.36 |
|
|
Dec 31, 2030 |
|
|
|
479,167 |
|
|
|
520,833 |
|
|
$ |
2.27 |
|
|
Dec 31, 2029 |
|
|
|
531,250 |
|
|
|
218,750 |
|
|
$ |
1.08 |
|
|
Feb 10, 2029 |
|
|
|
937,500 |
|
|
|
62,500 |
|
|
$ |
0.98 |
|
|
Mar 21, 2028 |
|
|
|
400,000 |
|
|
|
- |
|
|
$ |
3.32 |
|
|
Feb 20, 2027 |
|
|
|
350,000 |
|
|
|
- |
|
|
$ |
0.43 |
|
|
Feb 4, 2026 |
|
|
|
175,000 |
|
|
|
- |
|
|
$ |
0.41 |
|
|
Jan 27, 2025 |
|
|
|
350,000 |
|
|
|
- |
|
|
$ |
1.28 |
|
|
July 20, 2024 |
|
|
|
350,000 |
|
|
|
- |
|
|
$ |
0.94 |
|
|
Oct 3, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Ferguson |
|
|
- |
|
|
|
587,600 |
|
|
$ |
0.92 |
|
|
Dec 13, 2031 |
|
|
|
- |
|
|
|
575,000 |
|
|
$ |
1.36 |
|
|
Dec 31, 2030 |
|
|
|
239,584 |
|
|
|
260,416 |
|
|
$ |
2.27 |
|
|
Dec 31, 2029 |
|
|
|
247,917 |
|
|
|
102,083 |
|
|
$ |
1.09 |
|
|
Feb 24, 2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Theresa Matkovits |
|
|
- |
|
|
|
500,000 |
|
|
$ |
0.92 |
|
|
Dec 13, 2031 |
|
|
|
- |
|
|
|
425,000 |
|
|
$ |
1.36 |
|
|
Dec 31, 2030 |
|
|
|
167,709 |
|
|
|
182,291 |
|
|
$ |
2.27 |
|
|
Dec 31, 2029 |
|
|
|
247,917 |
|
|
|
102,083 |
|
|
$ |
1.08 |
|
|
Feb 10, 2029 |
|
|
|
277,084 |
|
|
|
72,916 |
|
|
$ |
0.79 |
|
|
Oct 14, 2028 |
General
On
August 2, 2013, our Board of Directors adopted the 2013 Equity
Compensation Plan pursuant to the terms described herein. The 2013
Equity Compensation Plan was approved by the stockholders on August
7, 2013. Effective May 8, 2014, upon the approval of our Board of
Directors and our stockholders, we amended and restated our 2013
Equity Compensation Plan, primarily to include “evergreen”
provisions, which provides that the number of shares of common
stock available for issuance under the Plan is subject to an
automatic annual increase on January 1 of each year beginning in
2015 equal to 4% of the number of shares of common stock
outstanding on December 31 of the preceding calendar year or a
lesser number of shares of common stock determined by the Board of
Directors; to amend the definition of “fair market value”; and to
increase the limits on awards under the Plan. The 2013 Equity
Compensation Plan, as amended and restated, is referred to herein
as the “2013 Plan.”
The
general purpose of the 2013 Plan is to provide an incentive to our
employees, directors, consultants and advisors by enabling them to
share in the future growth of our business. Our Board of Directors
believes that the granting of stock options, restricted stock
awards, unrestricted stock awards and similar kinds of equity-based
compensation promotes continuity of management and increases
incentive and personal interest in the welfare of our Company by
those who are primarily responsible for shaping and carrying out
our long range plans and securing our growth and financial
success.
Our
Board of Directors believes that the 2013 Plan will advance our
interests by enhancing our ability to (a) attract and retain
employees, consultants, directors and advisors who are in a
position to make significant contributions to our success; (b)
reward our employees, consultants, directors and advisors for these
contributions; and (c) encourage employees, consultants, directors
and advisors to take into account our long-term interests through
ownership of our shares.
Description
of the 2013 Equity Compensation Plan
The
following description of the principal terms of the 2013 Plan is a
summary and is qualified in its entirety by the full text of the
2013 Plan.
Administration. The 2013 Plan will be administered by the
Compensation Committee of our Board of Directors, provided that the
entire Board of Directors may act in lieu of the Compensation
Committee on any matter, subject to certain requirements set forth
in the 2013 Plan. The Compensation Committee may grant options to
purchase shares of our common stock, stock appreciation rights,
stock units, restricted shares of our common stock, performance
shares, performance units, incentive bonus awards, other cash-based
awards and other stock-based awards. The Compensation Committee
also has broad authority to determine the terms and conditions of
each option or other kind of award, and adopt, amend and rescind
rules and regulations for the administration of the 2013 Plan.
Subject to applicable law, the Compensation Committee may authorize
one or more reporting persons (as defined in the 2013 Plan) or
other officers to make awards (other than awards to reporting
persons, or other officers whom the Compensation Committee has
specifically authorized to make awards). No awards may be granted
under the 2013 Plan on or after the ten year anniversary of the
adoption of the 2013 Plan by our Board of Directors, but awards
granted prior to such tenth anniversary may extend beyond that
date.
Eligibility. Awards may be granted under the 2013 Plan to
any person who is an employee, officer, director, consultant,
advisor or other individual service provider of the Company or any
subsidiary, or any person who is determined by the Compensation
Committee to be a prospective employee, officer, director,
consultant, advisor or other individual service provider of the
Company or any subsidiary. During 2021, approximately 34 officers
and employees, 6 directors, and 50 consultants and advisors were
eligible to participate in the 2013 Plan.
Shares Subject to the 2013 Plan. As of September 22, 2022,
the aggregate number of shares of common stock available for
issuance in connection with awards granted under the 2013 Plan is
45,603,238 shares, subject to customary adjustments for stock
splits, stock dividends or similar transactions (the “Initial
Limit”). Incentive Stock Options may be granted under the 2013 Plan
with respect to all of those shares. The number of shares of common
stock available for issuance under the 2013 Plan will automatically
increase on January 1st of each year for a period of ten years,
commencing on January 1, 2015, in an amount equal to four percent
(4%) of the total number of shares of common stock outstanding on
December 31st of the preceding calendar year (the
“Annual Increase”). Notwithstanding the foregoing, the Board of
Directors may act prior to the first day of any calendar year, to
provide that there shall be no increase in the share reserve for
such calendar year or that the Annual Increase in the share reserve
for such calendar year shall be a lesser number of shares of common
stock than would otherwise occur pursuant to the preceding
sentence. The number of shares of common stock which may be issued
in respect of Incentive Stock Options is equal to the Current
Limit, and will be increased on each January 1, by the Annual
Increase for such calendar year.
To
the extent that any award under the 2013 Plan payable in shares of
common stock is forfeited, cancelled, returned to the Company for
failure to satisfy vesting requirements or upon the occurrence of
other forfeiture events, or otherwise terminates without payment
being made thereunder, the shares of common stock covered thereby
will be available for future grants under the 2013 Plan. Shares of
common stock that otherwise would have been issued upon the
exercise of a stock option or in payment with respect to any other
form of award, that are surrendered in payment or partial payment
of taxes required to be withheld with respect to the exercise of
such stock option or the making of such payment, will also be
available for future grants under the 2013 Plan.
Terms and Conditions of Options. Options granted under the
2013 Plan may be either “incentive stock options” that are intended
to meet the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”) or “nonqualified stock
options” that do not meet the requirements of Section 422 of the
Code. The Compensation Committee will determine the exercise price
of options granted under the 2013 Plan. The exercise price of stock
options may not be less than the fair market value, on the date of
grant, per share of our common stock issuable upon exercise of the
option (or 110% of fair market value in the case of incentive
options granted to a ten-percent stockholder).
If on
the date of grant the common stock is listed on a stock exchange or
national market system, the fair market value shall generally be
the closing sale price as of such date, or if there were no trades
recorded on such date, then the most recent date preceding such
date on which trades were recorded. If on the date of grant the
common stock is traded in an over-the-counter market, the fair
market will generally be the average of the closing bid and asked
prices for the shares of common stock as of such date, or, if there
are no closing bid and asked prices for the shares of common stock
on such date, then the average of the bid and asked prices for the
shares of common stock on the most recent date preceding such date
on which such closing bid and asked prices are available. If the
common stock is not listed on a national securities exchange or
national market system or traded in an over-the-counter market, the
fair market value shall be determined by the Compensation Committee
in a manner consistent with Section 409A of the Internal Revenue
Code of 1986, as amended. Notwithstanding the foregoing, if on the
date of grant the common stock is listed on a stock exchange or is
quoted on a national market system, or is traded in an
over-the-counter market, then solely for purposes of determining
the exercise price of any grant of a stock option or the base price
of any grant of a stock appreciation right, the Compensation
Committee may, in its discretion, base fair market value on the
last sale before or the first sale after the grant, the closing
price on the trading day before or the trading day of the grant,
the arithmetic mean of the high and low prices on the trading day
before or the trading day of the grant, or any other reasonable
method using actual transactions of the common stock as reported by
the exchange or market on which the common stock is traded. In
addition, the determination of fair market value also may be made
using any other method permitted under Treasury Regulation section
1.409A-1(b)(5)(iv).
No
option may be exercisable for more than ten years from the date of
grant (five years in the case of an incentive stock option granted
to a ten-percent stockholder). Options granted under the 2013 Plan
will be exercisable at such time or times as the Compensation
Committee prescribes at the time of grant. No employee may receive
incentive stock options that first become exercisable in any
calendar year in an amount exceeding $100,000. The Compensation
Committee may, in its discretion, permit a holder of a nonqualified
stock option to exercise the option before it has otherwise become
exercisable, in which case the shares of our common stock issued to
the recipient will continue to be subject to the vesting
requirements that applied to the option before exercise.
Generally,
the option price may be paid in cash or by bank check, or such
other means as the Compensation Committee may accept. As set forth
in an award agreement or otherwise determined by the Compensation
Committee, in its sole discretion, at or after grant, payment in
full or part of the exercise price of an option may be made (a) in
the form of shares of common stock that have been held by the
participant for such period as the Compensation Committee may deem
appropriate for accounting purposes or otherwise, valued at the
fair market value of such shares on the date of exercise; (ii) by
surrendering to the Company shares of common stock otherwise
receivable on exercise of the option; (iii) by a cashless exercise
program implemented by the Compensation Committee in connection
with the 2013 Plan; and/or (iv) by such other method as may be
approved by the Compensation Committee and set forth in an award
agreement.
No
option may be transferred other than by will or by the laws of
descent and distribution, and during a recipient’s lifetime an
option may be exercised only by the recipient or the recipient’s
guardian or legal representative. However, the Compensation
Committee may permit the transfer of a nonqualified stock option,
share-settled stock appreciation right, restricted stock award,
performance share or share-settled other stock-based award either
(a) by instrument to the participant’s immediate family (as defined
in the 2013 Plan), (b) by instrument to an inter vivos or
testamentary trust (or other entity) in which the award is to be
passed to the participant’s designated beneficiaries, or (c) by
gift to charitable institutions. The Compensation Committee will
determine the extent to which a holder of a stock option may
exercise the option following termination of service.
Stock Appreciation Rights. The Compensation Committee may
grant stock appreciation rights independent of or in connection
with an option. The Compensation Committee will determine the terms
applicable to stock appreciation rights. The base price of a stock
appreciation right will be determined by the Compensation
Committee, but will not be less than 100% of the fair market value
of a share of our common stock with respect to the date of grant of
such stock appreciation right. The maximum term of any SAR granted
under the 2013 Plan is ten years from the date of grant. Generally,
each SAR stock appreciation right will entitle a participant upon
exercise to an amount equal to:
● |
the
excess of the fair market value of a share of common stock on the
date of exercise of the stock appreciation right over the base
price of such stock appreciation right, multiplied by |
|
|
● |
the
number of shares as to which such stock appreciation right is
exercised. |
Payment
may be made in shares of our common stock, in cash, or partly in
common stock and partly in cash, all as determined by the
Compensation Committee.
Restricted Stock and Stock Units. The Compensation
Committee may award restricted common stock and/or stock units
under the 2013 Plan. Restricted stock awards consist of shares of
stock that are transferred to a participant subject to restrictions
that may result in forfeiture if specified conditions are not
satisfied. Stock units confer the right to receive shares of our
common stock, cash, or a combination of shares and cash, at a
future date upon or following the attainment of certain conditions
specified by the Compensation Committee. The Compensation Committee
will determine the restrictions and conditions applicable to each
award of restricted stock or stock units, which may include
performance-based conditions. Dividends with respect to restricted
stock may be paid to the holder of the shares as and when dividends
are paid to stockholders or at the times of vesting or other
payment of the restricted stock award. Stock unit awards may be
granted with dividend equivalent rights, which may be accumulated
and may be deemed reinvested in additional stock units, as
determined by the Compensation Committee in its discretion. If any
dividend equivalents are paid while a stock unit award is subject
to restrictions, the dividend equivalents shall be subject to the
same restrictions on transferability as the underlying stock units,
unless otherwise set forth in an award agreement. Unless the
Compensation Committee determines otherwise, holders of restricted
stock will have the right to vote the shares.
Performance Shares and Performance Units. The
Compensation Committee may award performance shares and/or
performance units under the 2013 Plan. Performance shares and
performance units are awards which are earned during a specified
performance period subject to the attainment of performance
criteria, as established by the Compensation Committee. The
Compensation Committee will determine the restrictions and
conditions applicable to each award of performance shares and
performance units.
Incentive Bonus Awards. The Compensation Committee may
award Incentive Bonus Awards under the 2013 Plan. Incentive Bonus
Awards may be based upon the attainment of specified levels of
Company or subsidiary performance as measured by pre-established,
objective performance criteria determined at the discretion of the
Compensation Committee. Incentive Bonus Awards will be paid in cash
or common stock, as set forth in an award agreement
Other Stock-Based and Cash-Based Awards. The
Compensation Committee may award other types of equity-based or
cash-based awards under the 2013 Plan, including the grant or offer
for sale of unrestricted shares of our common stock and payment in
cash or otherwise of amounts based on the value of shares of common
stock.
Effect of Certain Corporate Transactions. The Compensation
Committee may, at the time of the grant of an award, provide for
the effect of a change in control (as defined in the 2013 Plan) on
any award, including (i) accelerating or extending the time periods
for exercising, vesting in, or realizing gain from any award, (ii)
eliminating or modifying the performance or other conditions of an
award, (iii) providing for the cash settlement of an award for an
equivalent cash value, as determined by the Compensation Committee,
or (iv) such other modification or adjustment to an award as the
Compensation Committee deems appropriate to maintain and protect
the rights and interests of participants upon or following a change
in control. The Compensation Committee may, in its discretion and
without the need for the consent of any recipient of an award, also
take one or more of the following actions contingent upon the
occurrence of a change in control: (a) cause any or all outstanding
options and stock appreciation rights to become immediately
exercisable, in whole or in part; (b) cause any other awards to
become non-forfeitable, in whole or in part; (c) cancel any option
or stock appreciation right in exchange for a substitute option;
(d) cancel any award of restricted stock, stock units, performance
shares or performance units in exchange for a similar award of the
capital stock of any successor corporation; (e) redeem any
restricted stock, stock unit, performance share or performance unit
for cash and/or other substitute consideration with a value equal
to the fair market value of an unrestricted share of our common
stock on the date of the change in control; (f) cancel any option
or stock appreciation right in exchange for cash and/or other
substitute consideration based on the value of our common stock on
the date of the change in control , and cancel any option or
stock appreciation right without any payment if its exercise price
exceeds the value of our common stock on the date of the change in
control; (g) cancel any stock unit or performance unit held by a
participant affected by the change in control in exchange for cash
and/or other substitute consideration with a value equal to the
fair market value per share of common stock on the date of the
change in control, or (h) make such other modifications,
adjustments or amendments to outstanding awards as the Compensation
Committee deems necessary or appropriate.
Amendment, Termination. The Compensation Committee may
amend the terms of awards in any manner not inconsistent with the
2013 Plan, provided that no amendment shall adversely affect the
rights of a participant with respect to an outstanding award
without the participant’s consent. In addition, our board of
directors may at any time amend, suspend, or terminate the 2013
Plan, provided that (i) no such amendment, suspension or
termination shall materially and adversely affect the rights of any
participant under any outstanding award without the consent of such
participant and (ii) to the extent necessary and desirable to
comply with any applicable law, regulation, or stock exchange rule,
the 2013 Plan requires us to obtain stockholder consent.
Stockholder approval is required for any plan amendment that
increases the number of shares of common stock available for
issuance under the 2013 Plan or changes the persons or classes of
persons eligible to receive awards.
Tax
Withholding
The
Company has the power and right to deduct or withhold, or require a
participant to remit to the Company, the minimum statutory amount
to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulations to be withheld.
Director
Compensation
We
maintain a policy pursuant to which our non-employee directors
receive annualized compensation. The policy provides for the
following compensation amounts payable in cash, or upon election by
such non-employee director, in shares of unrestricted common stock:
(i) each non-employee director is entitled to receive an annual fee
of $50,000; (ii) the chairman of the board is entitled to receive
an additional annual fee of $25,000; (iii) the vice chair, if one
is appointed, is entitled to receive an additional annual fee of
$20,000; (iv) the chair of our audit committee is entitled to
receive an annual fee of $15,000 and other members of our audit
committee are entitled to receive $7,500; (v) the chair of our
compensation committee is entitled to receive an annual fee of
$10,000 and other members of our compensation committee are
entitled to receive $6,000; and (vi) the chair of our nominating
and corporate governance committee is entitled to receive an annual
fee of $8,000 and other members are entitled to receive
$4,000.
As of
the date of each annual meeting of the shareholders, each
non-employee director will receive an option grant to purchase
shares of our common stock valued at $80,000 as determined by the
Black Scholes method on the date of grant under our existing equity
incentive plan, or any other equity incentive plan we may adopt in
the future, which shall vest in twelve equal monthly
installments.
All
fees under the director compensation policy are paid on a quarterly
basis in arrears and no per meeting fees are paid. All fees may be
paid in unrestricted shares of common stock at the election of the
director. We also reimburse non-employee directors for reasonable
expenses incurred in connection with attending board of director
and committee meetings.
Director
Compensation Table – 2021
The
following table summarizes the annual compensation for our
non-employee directors during 2021.
Name |
|
Cash Compensation
($) |
|
|
Stock
Awads
($) (1)
|
|
|
Option
Awards
($) (1) |
|
|
Total
($) |
|
Herbert Conrad |
|
|
90,000 |
|
|
|
- |
|
|
|
80,000 |
|
|
|
170,000 |
|
Kathryn Corzo |
|
|
9,283 |
|
|
|
- |
|
|
|
160,000 |
|
|
|
169,283 |
|
Eric Ende |
|
|
71,500 |
|
|
|
- |
|
|
|
80,000 |
|
|
|
151,500 |
|
Natasha Giordano |
|
|
57,500 |
|
|
|
- |
|
|
|
80,000 |
|
|
|
137,500 |
|
Patrick G. LePore |
|
|
66,739 |
|
|
|
- |
|
|
|
- |
|
|
|
66,739 |
|
James S. Scibetta |
|
|
75,000 |
|
|
|
- |
|
|
|
80,000 |
|
|
|
155,000 |
|
Matthew Wikler |
|
|
31,750 |
|
|
|
31,750 |
|
|
|
80,000 |
|
|
|
143,500 |
|
(1) |
Amounts
reflect the grant date fair value of stock awards and option awards
granted in 2021 in accordance with Accounting Standards
Codification Topic 718. These amounts do not correspond to the
actual value that will be recognized by the directors. |
Compensation
Committee Interlocks and Insider Participation
The
Compensation Committee of the Board of Directors is currently
composed of the following four non-employee directors: Eric Ende,
Chair, Kathryn Corzo, James Scibetta and Matthew Wikler. No member
of the Compensation Committee is or was formerly an officer or an
employee of the Company during the last fiscal year. In addition,
no executive officer of the Company serves on the Compensation
Committee or board of directors of a company for which any of the
Company’s directors serve as an executive officer.
Security
Ownership of Certain Beneficial Owners and
Management
The
following table sets forth the number of shares of common stock
beneficially owned as of September 22, 2022 by:
|
● |
each
of our stockholders who is known by us to beneficially own 5% or
more of our common stock; |
|
|
|
|
● |
each
of our named executive officers; |
|
|
|
|
● |
each
of our directors; and |
|
|
|
|
● |
all
of our directors and current executive officers as a
group. |
Beneficial
ownership is determined based on the rules and regulations of the
SEC. A person has beneficial ownership of shares if such individual
has the power to vote and/or dispose of shares. This power may be
sole or shared and direct or indirect. Applicable percentage
ownership in the following table is based on 216,864,526 shares
outstanding as of September 22, 2022. In computing the number of
shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock that are subject to options
or warrants held by that person and exercisable as of, or within 60
days of, September 22, 2022 are counted as outstanding. These
shares, however, are not counted as outstanding for the purposes of
computing the percentage ownership of any other person(s). Except
as may be indicated in the footnotes to this table and pursuant to
applicable community property laws, each person named in the table
has sole voting and dispositive power with respect to the shares of
common stock set forth opposite that person’s name. Unless
indicated below, the address of each individual listed below is c/o
Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302,
Bedminster, NJ 07921.
Name of Beneficial Owner |
|
Number of Shares Beneficially Owned |
|
|
Percentage of Shares Beneficially Owned |
|
|
|
|
|
|
|
|
Directors and
Executive Officers |
|
|
|
|
|
|
|
|
Jerome
D. Jabbour (1) |
|
|
4,617,617 |
|
|
|
2.1 |
% |
Herbert Conrad
(2) |
|
|
5,935,260 |
|
|
|
2.7 |
% |
Kathryn Corzo
(3) |
|
|
60,588 |
|
|
|
* |
% |
Eric Ende (4) |
|
|
1,121,453 |
|
|
|
* |
% |
Natasha Giordano
(5) |
|
|
298,823 |
|
|
|
* |
% |
James Scibetta
(6) |
|
|
1,689,819 |
|
|
|
* |
% |
Matthew Wikler
(7) |
|
|
1,117,833 |
|
|
|
* |
% |
James J. Ferguson
(8) |
|
|
938,543 |
|
|
|
* |
% |
Thomas J. Hoover
(9) |
|
|
- |
|
|
|
* |
% |
Keith A. Kucinski
(10) |
|
|
1,068,981 |
|
|
|
* |
% |
Hui Liu (11) |
|
|
282,293 |
|
|
|
* |
% |
Raphael Mannino
(12) |
|
|
2,907,841 |
|
|
|
1.3 |
% |
Theresa Matkovits
(13) |
|
|
1,120,834 |
|
|
|
* |
% |
Directors and
Executive Officers as a group (13 persons) (14) |
|
|
21,159,885 |
|
|
|
9.2 |
% |
*
Less than 1%
(1)
Includes 4,157,293 shares of common stock issuable upon exercise of
options. Does not include 2,863,307 shares of common stock
underlying options.
(2)
Includes 1,240,694 shares of common stock issuable upon exercise of
options.
(3)
Includes 60,588 shares of common stock issuable upon exercise of
options. Does not include 121,175 shares of common stock underlying
options.
(4)
Includes 977,361 shares of common stock issuable upon exercise of
options.
(5)
Includes 298,823 shares of common stock issuable upon exercise of
options. Does not include 79,976 shares of common stock underlying
options.
(6)
Includes 1,039,861 shares of common stock issuable upon exercise of
options.
(7)
Includes 827,361 shares of common stock issuable upon exercise of
options.
(8)
Includes 938,543 shares of common stock issuable upon exercise of
options. Does not include 1,074,057 shares of common stock
underlying options.
(9)
Does not include 850,000 shares of common stock underlying
options.
(10)
Includes 974,481 shares of common stock issuable upon exercise of
options. Does not include 900,519 shares of common stock underlying
options.
(11)
Includes 282,293 shares of common stock issuable upon exercise of
options. Does not include 592,707 shares of common stock underlying
options.
(12)
Includes 988,126 shares of common stock issuable upon exercise of
options. Does not include 421,874 shares of common stock underlying
options.
(13)
Includes 1,120,834 shares of common stock issuable upon exercise of
options. Does not include 854,166 shares of common stock underlying
options.
(14)
See notes (1) through (13).
Securities
Authorized for Issuance Under Equity Compensation
Plans
The
following table provides information with respect to our
compensation plans under which equity compensation was authorized
as of December 31, 2021.
Plan Category |
|
Number
of Shares of Common Stock to be Issued upon Exercise of Outstanding
Options
(a)
|
|
|
Weighted-
Average Exercise Price of Outstanding Options
(b)
|
|
|
Number
of
Options
Remaining
Available for Future Issuance Under Equity Compensation Plans
(excluding securities
reflected
in
column
(a))
(c)(2)
|
|
Equity compensation plans
approved by stockholders(1) |
|
|
28,184,291 |
|
|
$ |
1.21 |
|
|
|
4,282,530 |
|
Equity
compensation plans not approved by stockholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
28,184,291 |
|
|
$ |
1.21 |
|
|
|
4,282,530 |
|
(1) |
The
amounts shown in this row include securities under the Matinas
BioPharma Holdings, Inc. Amended and Restated 2013 Equity Incentive
Plan (the “2013 Plan”). |
(2) |
In
accordance with the “evergreen” provision in our 2013 Plan, an
additional 8,650,778 shares were automatically made available for
issuance on the first trading day of 2022, which represents 4% of
the number of shares outstanding on December 31, 2021; these shares
are excluded from this calculation. |
Certain
Relationships and Related Party Transactions
Other
than compensation arrangements for our named executive officers and
directors, there have been no transaction or series of similar
transactions, since January 1, 2021, to which we were a party or
will be a party, in which:
|
● |
the
amounts involved exceeded or will exceed $120,000; and |
|
|
|
|
● |
any
of our directors, executive officers or holders of more than 5% of
our capital stock, or any member of the immediate family of the
foregoing persons, had or will have a direct or indirect material
interest. |
Indemnification
Agreements
We
entered into indemnification agreements with our directors and
executive officers. The indemnification agreements provide for
indemnification against expenses, judgments, fines and penalties
actually and reasonably incurred by an indemnitee in connection
with threatened, pending or completed actions, suits or other
proceedings, subject to certain limitations. The indemnification
agreements also provide for the advancement of expenses in
connection with a proceeding prior to a final, non-appealable
judgment or other adjudication, provided that the indemnitee
provides an undertaking to repay to us any amounts advanced if the
indemnitee is ultimately found not to be entitled to
indemnification by us. The indemnification agreement set forth
procedures for making and responding to a request for
indemnification or advancement of expenses, as well as dispute
resolution procedures that apply to any dispute between us and an
indemnitee arising under the Indemnification Agreements.
Policies
and Procedures for Related Party Transactions
We
have adopted a policy that our executive officers, directors,
nominees for election as a director, beneficial owners of more than
5% of any class of our common stock, any members of the immediate
family of any of the foregoing persons and any firms, corporations
or other entities in which any of the foregoing persons is employed
or is a partner or principal or in a similar position or in which
such person has a 5% or greater beneficial ownership interest,
which we refer to collectively as related parties, are not
permitted to enter into a transaction with us without the prior
consent of our board of directors acting through the Audit
Committee or, in certain circumstances, the Chair of the Audit
Committee. Any request for us to enter into a transaction with a
related party, in which the amount involved exceeds $100,000 and
such related party would have a direct or indirect interest must
first be presented to our Audit Committee, or in certain
circumstances the Chair of our Audit Committee, for review,
consideration and approval. In approving or rejecting any such
proposal, our Audit Committee, or the Chair of our Audit Committee,
is to consider the material facts of the transaction, including,
but not limited to, whether the transaction is on terms no less
favorable than terms generally available to an unaffiliated third
party under the same or similar circumstances, the extent of the
benefits to us, the availability of other sources of comparable
products or services and the extent of the related party’s interest
in the transaction.
Director
Independence
Based
on information requested from and provided by each of our
directors, our board of directors has determined that Messrs.
Herbert Conrad, Eric Ende, James Scibetta, Matthew Wikler, and Mss.
Kathryn Corzo and Natasha Giordano, are “independent directors” as
such term is defined in the rules of the applicable NYSE corporate
governance requirements and Rule 10A-3 promulgated under the
Securities Exchange Act of 1934, as amended.
PROPOSAL
NO. 3: RATIFY THE APPOINTMENT OF EISNERAMPER LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2022
The
Audit Committee has reappointed EisnerAmper LLP as our independent
registered public accounting firm to audit the financial statements
of the Company for the fiscal year ending December 31, 2021, and
has further directed that management submit their selection of
independent registered public accounting firm for ratification by
our stockholders at the Annual Meeting. Neither the accounting firm
nor any of its members has any direct or indirect financial
interest in or any connection with us in any capacity other than as
public registered accounting firm.
Principal
Accountant Fees and Services
The
following table represents aggregate fees billed to the Company for
the fiscal years ended December 31, 2021 and 2020, by EisnerAmper
LLP, the Company’s independent registered public accounting
firm.
|
|
Years Ended December 31, |
|
|
2021 |
|
2020 |
|
|
(in
thousands) |
Audit Fees |
|
$ |
249 |
|
|
$ |
297 |
|
Audit-Related Fees |
|
|
- |
|
|
|
- |
|
Tax Fees |
|
|
- |
|
|
|
- |
|
Total Fees |
|
$ |
249 |
|
|
$ |
297 |
|
Audit
Fees consist of fees billed for professional services rendered
for the audit of our annual financial statements, audit of internal
controls over financial reporting, review of our interim
consolidated financial statements and comfort letters.
Audit-Related
Fees consist of fees billed for professional services rendered
for assurance related services that are reasonably related to the
performance of the audit or review of our financial
services.
Tax
Fees are for tax-related services related primarily to tax
consulting and tax planning.
The
Audit Committee pre-approves all auditing services and any
non-audit services that the independent registered public
accounting firm is permitted to render under Section 10A (h) of the
Exchange Act. The Audit Committee may delegate the pre-approval to
one of its members, provided that if such delegation is made, the
full Audit Committee must be presented at its next regularly
scheduled meeting with any pre-approval decision made by that
member.
Attendance
at Annual Meeting
Representatives
of EisnerAmper LLP are expected to be present at the Annual
Meeting, where they will be available to respond to appropriate
questions from stockholders and, if they desire, to make a
statement.
Vote
Required
The
affirmative vote of a majority of the total votes cast virtually or
by proxy is required to approve this proposal.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE
RATIFICATION
OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
REPORT
OF THE AUDIT COMMITTEE*
The
undersigned members of the Audit Committee of the Board of
Directors of Matinas BioPharma Holdings, Inc. (the “Company”)
submit this report in connection with the committee’s review of the
financial reports for the fiscal year ended December 31, 2021 as
follows:
|
1. |
The
Audit Committee has reviewed and discussed with management the
audited financial statements for the Company for the fiscal year
ended December 31, 2021. |
|
|
|
|
2. |
The
Audit Committee has discussed with representatives of EisnerAmper
LLP, the independent public accounting firm, the matters which are
required to be discussed with them under the provisions of Auditing
Standard No. 1301, Communications with Audit
Committees. |
|
|
|
|
3. |
The
Audit Committee has discussed with EisnerAmper LLP, the independent
public accounting firm, the auditors’ independence from management
and the Company has received the written disclosures and the letter
from the independent auditors required by applicable requirements
of the Public Company Accounting Oversight Board. |
In
addition, the Audit Committee considered whether the provision of
non-audit services by EisnerAmper LLP is compatible with
maintaining its independence. In reliance on the reviews and
discussions referred to above, the Audit Committee recommended to
the Board of Directors (and the Board of Directors has approved)
that the audited financial statements be included in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2021 for filing with the Securities and Exchange
Commission.
Audit
Committee,
James
Scibetta, Chair
Herbert
Conrad
Eric
Ende
Natasha
Giordano
* |
The
foregoing report of the Audit Committee is not to be deemed
“soliciting material” or deemed to be “filed” with the Securities
and Exchange Commission (irrespective of any general incorporation
language in any document filed with the Securities and Exchange
Commission) or subject to Regulation 14A of the Securities Exchange
Act of 1934, as amended, or to the liabilities of Section 18 of the
Securities Exchange Act of 1934, except to the extent we
specifically incorporate it by reference into a document filed with
the Securities and Exchange Commission. |
STOCKHOLDER
PROPOSALS
Stockholder
Proposals for 2023 Annual Meeting
Our
by-laws state that a stockholder must provide timely written notice
of a proposal to be brought before the meeting and supporting
documentation as well as be present at such meeting, either in
person or by a representative. Any stockholder proposals submitted
for inclusion in our proxy statement and form of proxy for our 2023
Annual Meeting of Stockholders must be timely received by the
Company at our principal executive office no later than August 3,
2023 no earlier than July 4, 2023 in order to be considered for
inclusion in our proxy statement and form of proxy;
provided, however, that in the event the Annual
Meeting is scheduled to be held on a date more than thirty (30)
days before the anniversary date of the immediately preceding
Annual Meeting of Stockholders (the “Anniversary Date”) or more
than sixty (60) days after the Anniversary Date, a stockholder’s
notice shall be timely if received by the Company at our principal
executive office not later than the close of business on the later
of (i) the ninetieth (90th) day prior to the scheduled
date of such Annual Meeting; and (ii) the tenth (10th)
day following the day on which such public announcement of the date
of such Annual Meeting is first made by the Company. Such proposals
must also comply with the requirements as to form and substance
established by the SEC if such proposals are to be included in the
proxy statement and form of proxy. Proxies solicited by our Board
will confer discretionary voting authority with respect to these
proposals, subject to the SEC’s rules and regulations governing the
exercise of this authority. Any such proposal shall be mailed to:
Matinas BioPharma Holdings, Inc., 1545 Route 206 South, Suite 302,
Bedminster, New Jersey 07921, Attn.: Secretary.
ANNUAL
REPORT
Copies
of our Annual Report on Form 10-K (including an amendment thereto
and audited financial statements) filed with the SEC may be
obtained without charge by writing to Matinas BioPharma Holdings,
Inc., 1545 Route 206 South, Suite 302, Bedminster, New Jersey
07921, Attn.: Secretary. A request for a copy of our Annual Report
on Form 10-K must set forth a good-faith representation that the
requesting party was either a holder of record or a beneficial
owner of our common stock on September 16, 2022. Exhibits to the
Form 10-K will be mailed upon similar request and payment of
specified fees to cover the costs of copying and mailing such
materials.
Our
audited financial statements for the fiscal year ended December 31,
2021 and certain other related financial and business information
are contained in our 2021 Annual Report to Stockholders, which is
being made available to our stockholders along with this proxy
statement, but which is not deemed a part of the proxy soliciting
material.
HOUSEHOLDING
OF ANNUAL MEETING MATERIALS
Some
banks, brokers and other nominee record holders may be
participating in the practice of “householding” proxy statements.
This means that only one copy of this Proxy Statement may have been
sent to multiple stockholders in the same household. We will
promptly deliver a separate copy of this Proxy Statement to any
stockholder upon written or oral request to: Matinas BioPharma
Holdings, Inc., 1545 Route 206 South, Suite 302, Bedminster, New
Jersey 07921, Attn.: Secretary, or by phone at (908) 484-8805. Any
stockholder who wants to receive a separate copy of this Proxy
Statement, or of our proxy statements or annual reports in the
future, or any stockholder who is receiving multiple copies and
would like to receive only one copy per household, should contact
the stockholder’s bank, broker, or other nominee record holder, or
the stockholder may contact us at the address and phone number
above.
OTHER
MATTERS
As of
the date of this proxy statement, the Board does not intend to
present at the Annual Meeting of Stockholders any matters other
than those described herein and does not presently know of any
matters that will be presented by other parties. If any other
matter requiring a vote of the stockholders should come before the
meeting, it is the intention of the persons named in the proxy to
vote with respect to any such matter in accordance with the
recommendation of the Board or, in the absence of such a
recommendation, in accordance with the best judgment of the proxy
holder.
|
By
Order of the Board of Directors |
|
|
|
/s/
Jerome D. Jabbour |
|
Jerome
D. Jabbour,
Chief
Executive Officer
|
September
22, 2022
Bedminster,
New Jersey




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