PROPOSAL 1: ELECTION OF DIRECTORS
Our board of directors, or the Board, is divided into three classes, with one class of our directors standing for election each year. The members of each
class are elected to serve a three-year term with the term of office of each class ending in successive years. Jeffrey S. Bornstein, Diana Brainard, M.D., David Hallal, and Shawn Tomasello are the directors whose term expires at this Annual Meeting
and each of Mr. Bornstein, Dr. Brainard, Mr. Hallal, and Ms. Tomasello has been nominated for and has agreed to stand for re-election to the Board to serve as a Class III director of
the Company until the 2026 Annual Meeting and until his successor is duly elected and qualified.
It is intended that, unless you give contrary
instructions, shares represented by proxies solicited by the Board will be voted for the election of the director nominees listed below. We have no reason to believe that the director nominees will be unavailable for election at the Annual Meeting.
In the event that a director nominee is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting.
Pursuant to the By-laws, the Board has fixed the number of directors at ten as of the date of this years Annual Meeting of Stockholders. Vacancies on the Board are filled exclusively by the affirmative
vote of a majority of the remaining directors, even if less than a quorum is present, and not by the stockholders. Your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement.
Information relating to the director nominees and each continuing director, including his or her period of service as a director of the Company, principal
occupation and other biographical material is shown below.
Voting Requirement to Approve Proposal
For Proposal 1, the four nominees receiving the highest number of affirmative votes properly cast will be elected as directors.
7
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR
EACH DIRECTOR
NOMINEE FOR CLASS III DIRECTOR:
JEFFREY S. BORNSTEIN, DIANA BRAINARD, M.D., DAVID HALLAL AND SHAWN TOMASELLO (PROPOSAL 1 ON YOUR
PROXY CARD)
DIRECTOR BIOGRAPHIES
The following table sets forth information concerning our directors as of March 18, 2023. The biographical description of each director includes the
specific experience, qualifications, attributes and skills that the Board would expect to consider if it were making a conclusion currently as to whether such person should serve as a director.
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CLASS III DIRECTOR NOMINEESFOR A THREE YEAR TERM EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS |
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AGE |
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DIRECTOR SINCE |
Jeffrey S. Bornstein has served as a member of our Board since July 2020. Mr. Bornstein serves as a managing partner of Whipstick Ventures and Generation Capital, and was the Chief Financial Officer and Vice
Chairman of General Electric until October 2017. Previously, Mr. Bornstein served as a Senior Vice President and Chief Financial Officer of GE Capital. He is a trustee of Northeastern University, and a member of the board of directors of Eos
Energy Enterprises, Inc. (NASDAQ: EOSE). Mr. Bornstein obtained his BS degree from Northeastern University. Our Board believes Mr. Bornsteins financial and senior management expertise provide him with the qualification and skills to
serve on our Board. |
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57 |
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July 2020 |
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Diana Brainard, M.D., has served as member of our Board since July 2020 and our Chief Executive Officer since May 2021. Prior to joining AlloVir as Chief Executive Officer, Dr. Brainard served as Senior Vice
President and Virology Therapeutic Area Head at Gilead Sciences, Inc. from 2018 to 2021 and as Vice President of Liver Diseases from 2015 to 2018. Dr. Brainard obtained her BA degree from Brown University and her M.D. from Tulane University
School of Medicine. Dr. Brainard is a member of the board of directors of Nektar Therapeutics (NASDAQ: NKTR). Our Board believes Dr. Brainards experience in the biotechnology industry provides her with the qualification and skills to
serve on our Board. |
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52 |
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July 2020 |
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David Hallal has served as our Executive Chairman since May 2021 and previously served as our Chief Executive Officer and Chairman from September 2018 to May 2021. Mr. Hallal has served as Chairman, Chief
Executive Officer and Co-Founder of ElevateBio LLC, which he co-founded, since December 2017. Mr. Hallal serves as the Chairman of the board of directors of Scholar
Rock Holding Corp. (Nasdaq: SRRK) and iTeos Therapeutics SA (Nasdaq: ITOS), and as a member of the board of directors of Seer Biosciences, Inc.(Nasdaq: SEER). Prior to that, from June 2006 to December 2016, Mr. Hallal served in executive roles
of increasing responsibility at Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN), most recently serving as Chief Executive Officer and a board member. Prior to his role as CEO, Mr. Hallal served Alexion as COO and Director as well as Chief
Commercial Officer and Head of Commercial Operations. Prior to Alexion, from 2004 to 2006, Mr. Hallal served as Vice President of Sales for OSI Eyetech, Inc. From 2002 to 2004, Mr. Hallal served as Head of Sales at Biogen Inc. (Nasdaq:
BIIB). From 1992 to 2002, Mr. Hallal held various leadership |
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56 |
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September 2018 |
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roles at Amgen Inc (Nasdaq: AMGN). From 1988 to 1992, Mr. Hallal began his pharmaceutical career at The Upjohn Company as a sales representative. Mr. Hallal holds a B.A. in psychology from the University of New Hampshire.
Our Board believes Mr. Hallals experience as an executive at numerous pharmaceutical companies provides him with the qualifications and skills to serve as the Chairman of our Board. |
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Shawn Tomasello has served as a member of our Board since March 2022. Ms. Tomasello served as the Chief Commercial Officer of Kite Pharma, where she oversaw the global commercialization of Yescarta, from 2015 to
2018 including through its acquisition by Gilead for in October 2017. She was previously Chief Commercial Officer at Pharmacyclics from August 2014 until its acquisition by AbbVie in August 2015. Prior to Pharmacyclics, Ms. Tomasello served in
leading commercial roles with multiple major pharmaceutical companies, including Celgene as President of the Americas Hematology and Oncology. Ms. Tomasello is a member of the board of directors of TCR2 Therapeutics Inc. (Nasdaq: TCRR), ,
Gamida Cell Ltd (Nasdaq: GMDA) and 4D Molecular Therapeutics Inc. (Nasdaq: FDMT) and previously served as a board member of Urogen Pharma Ltd, Mesoblast, Ltd., Clementia Pharmaceuticals, Diplomat Specialty, Abeona Therapeutics and Principia
Biopharma. Ms. Tomasello received her B.S. in Marketing from the University of Cincinnati and her M.B.A. from Murray State University in Kentucky. Our Board believes Ms. Tomasello is qualified to serve as a member of our Board because of
her commercial expertise and extensive experience in the life sciences industry. |
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64 |
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March 2022 |
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CLASS I DIRECTORSTERM EXPIRING AT THE 2024 ANNUAL
MEETING OF STOCKHOLDERS |
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AGE |
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DIRECTOR SINCE |
Juan Vera, M.D., is our co-founder and served as Chief Product Development Officer from January 2014 to June 2020. Dr. Vera has served as the Chief Development Officer and a
member of the board of directors of Marker Therapeutics (Nasdaq: MRKR) since October 2018. Dr. Vera was trained as a medical surgeon, and since 2004 has held different positions at the Center for Cell and Gene Therapy, or CAGT, at Baylor
College of Medicine, first as a postdoctoral associate from 2004 to 2008, an instructor from 2009 to 2010, an Assistant Professor from 2011 to 2014 and an Associate Professor from 2015 to the present. Dr. Vera received his M.D. from the
University El Bosque in Bogota, Colombia. Our Board believes Dr. Veras experience performing research in the field of adoptive T cell therapy provides him with the qualification and skills to serve on our Board. |
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43 |
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January 2014 |
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Morana Jovan-Embiricos, Ph.D., has served on our Board since May 2019. In 2003, Dr. Jovan co-founded F2 Ventures, a biotech venture capital platform and has since served as
its Managing Partner. Prior to joining F2 Ventures, Dr. Jovan was a partner at MPM Capital. Dr. Jovan currently serves on the boards of directors of Damon Runyon Cancer Center Research Foundation, Orna Therapeutics and ElevateBio and
previously served on the board of directors at Cullinan Oncology (Nasdaq: CGEM) and TCR2 Therapeutics (NASDAQ: TCRR). Dr. Jovan received her Ph.D. in biophysical chemistry from the University of Cambridge and was a post-doctoral fellow at
Harvard University. Our Board believes Dr. Jovan is qualified to serve as a member of our Board because of her scientific background and experience in the venture capital industry. |
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56 |
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May 2019 |
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Derek Adams, Ph.D., has served on our Board since February 2023. Dr. Adams has served as the President and Chief Executive Officer of Stellular Bio (rebranding of PlateletBio) since March 2022, where he was
previously Chief Operating Officer. Prior to that, he served as the Chief Technology and Manufacturing Officer at bluebird bio (Nasdaq: BLUE) from 2017 to 2021. He served as Senior Vice President |
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49 |
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February 2023 |
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of Chemistry, Manufacturing and Controls at Evelo Biosciences (Nasdaq: EVLO) from 2016 to 2017. For over a decade prior to Evelo, he held senior leadership roles in process development and manufacturing at Alexion Pharmaceuticals,
including Plant Manager of the Alexion Rhode Island Manufacturing Facility. Dr. Adams started his career with Merck & Co, Inc. (NYSE: MRK) as a Process Engineer for live virus vaccine technology and engineering. He earned a Ph.D. in
Chemical Engineering from the University of Minnesota and a B.S. in Chemical Engineering with High Distinction from Worcester Polytechnic Institute (WPI). Our Board believes Dr. Adams has the qualification and skill to serve as a member of our
Board because of extensive commercial manufacturing experience with a wide variety of therapeutic modalities and executive leadership experience. |
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CLASS II DIRECTORS TERM
EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS |
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AGE |
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DIRECTOR SINCE |
Vikas Sinha has served as our President and Chief Financial Officer since January 2019. Mr. Sinha has over 20 years experience working in executive finance roles in the life sciences industry. Mr. Sinha
is Co-Founder and Chief Financial Officer of ElevateBio LLC. He also serves as a board member for ElevateBio LLC since February 2018. From 2005 to 2016, Mr. Sinha was the Chief Financial Officer of
Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN), a biotechnology company, where he was responsible for finance, business development, strategy, investor relations and IT. Prior to joining Alexion, Mr. Sinha held various positions with Bayer AG in
the United States, Japan, Germany and Canada, including Vice President and Chief Financial Officer of Bayer Pharmaceuticals Corporation in the United States and Vice President and Chief Financial Officer of Bayer Yakuhin Ltd. in Japan.
Mr. Sinha serves as a Non-Executive Director of the board of directors of Verona Pharma PLC (Nasdaq: VRNA) and previously served as a member of the board of directors of Bain Capital Life Sciences
Acquisition Inc. Mr. Sinha holds a masters degree in business administration from the Asian Institute of Management. He is also a qualified Chartered Accountant from the Institute of Chartered Accountants of India and a Certified Public
Accountant in the United States. Our Board believes Mr. Sinhas experience as an executive in finance roles in the life sciences industry provides him with the qualifications and skills to serve on our Board. |
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59 |
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January 2019 |
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Malcolm Brenner, M.D., Ph.D., is a co-founder of the Company and has served as a member of our Board since 2012. Since 1998, Dr. Brenner has worked at Baylor College of
Medicine where he is currently the founding director of the Center for Cell and Gene Therapy and the Fayez Sarofim Distinguished Service Professor at Baylor College of Medicine in the Departments of Medicine, Pediatrics, and Human and Molecular
Genetics. He is also a member of the Texas Childrens Cancer and Hematology Center, the Stem Cell and Regenerative Medicine Center, and the Dan L. Duncan Comprehensive Cancer Center at Baylor. Dr. Brenner has devoted his career as a
physician-scientist to the field of stem cell transplantation through the therapeutic use of T cell immunologic approaches and genetic engineering strategies. He served as
Editor-in-Chief of Molecular Therapy and as former President of the American Society for Gene and Cell Therapy (ASGCT) and International Society for Cell and Gene
Therapy. He is an elected Member of the National Academy of Medicine. Dr. Brenner obtained his BA and medical degrees as well as his Ph.D. from the University of Cambridge in the UK where he became a fellow of the Royal College of Pathologists
and the Royal College of Physicians. Our Board believes Dr. Brenners expertise and experience in the genetic engineering of T cells for T cell therapy provide him with the qualification and skills to serve on our Board. |
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71 |
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2012 |
10
EXECUTIVE OFFICERS
The following table sets forth information regarding our executive officers, as of March 18, 2023:
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Name |
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Age |
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Position(s) |
Executive Officers: |
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Diana Brainard (1) |
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52 |
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Chief Executive Officer |
Vikas Sinha (2) |
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59 |
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President and Chief Financial Officer |
Ann Leen |
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46 |
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Chief Scientific Officer |
Brett Hagen |
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50 |
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Chief Accounting Officer |
Edward Miller |
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58 |
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General Counsel and Secretary |
(1) |
Dr. Brainard is also a director of the Company and her biographical information appears on page [__].
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(2) |
Mr. Sinha is also a director of the Company and his biographical information appears on page [__].
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Ann Leen, Ph.D., is a co-founder and has served as our consulting Chief
Scientific Officer since 2013. Since 2019, she has been a Professor in the Department of Pediatrics at the Center for Cell and Gene Therapy, Baylor College of Medicine. From 2013 to 2019 she was an Associate Professor in the same
department. Her work focuses on the development and clinical translation of novel T cell based therapies from the bench to the bedside. Dr. Leen is also a co-founder of Marker Therapeutics where
she served as consulting Chief Scientific Officer from 2016 to February 2020. Dr. Leen received her B.S. in Biochemistry at the University of College Cork in Cork, Ireland and her Ph.D. in Immunology at the CRC Institute for Cancer Studies in
Birmingham, UK.
Brett Hagen has served as our Chief Accounting Officer since January 2019. Prior to joining AlloVir, from February 2018 to
August 2018, he served as Senior Director Finance and Accounting at Eloxx Pharmaceuticals. From May 2016 to December 2017, he served as Vice President, Finance and Controller at Proteostasis Therapeutics. From July 2014 to May 2016, he served as
Controller at BIND Therapeutics. Mr. Hagen received his B.A. from the University of Minnesota, and graduate degrees in accounting and finance from Wright State University and Suffolk University, respectively.
Edward Miller has served as our General Counsel since January 2019. Mr. Miller was a Consultant for the Company from October 2018 to
December 2018. From May 2017 to September 2018, Mr. Miller was a Principal in Legal/Compliance consulting for Life Sciences Compliance Strategies. From July 2014 to April 2017, Mr. Miller was Senior Vice President and Chief Compliance
Officer at Alexion, as well as serving on Alexions global executive management team. Prior to Alexion, Mr. Miller served in global and U.S.-based roles at Boehringer Ingelheim, including Vice President, Chief Compliance Officer and global
Head of Litigation and Government Investigations. Mr. Miller received his J.D. from the Rutgers University School of Law and his Bachelor of Arts from Princeton University.
11
THE BOARD AND ITS COMMITTEES
Board Composition
We currently have nine directors and
the terms of office of the directors are divided into three classes:
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Class I, whose term will expire at the Annual Meeting of Stockholders to be held in 2024;
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Class II, whose term will expire at the Annual Meeting of Stockholders to be held in 2025; and
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Class III, whose term will expire at the Annual Meeting of Stockholders to be held in 2023.
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Class I consists of Juan Vera, M.D., Derek Adams, Ph.D., and Morana Jovan-Embiricos, Ph.D., Class II consists of Vikas Sinha,
and Malcolm Brenner, M.D., Ph.D., and Class III consists of Jeffrey Bornstein, Diana Brainard, M.D., David Hallal and Shawn Tomasello. At each Annual Meeting of Stockholders, the successors to directors whose terms will then expire shall serve
from the time of election and qualification until the third Annual Meeting following election and until their successors are duly elected and qualified. A resolution of the board of directors may change the authorized number of directors. Any
additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
This classification of the board of directors may have the effect of delaying or preventing changes in control or management of our company.
Board
Independence
The Board has determined, upon the recommendation of the Nominating and Corporate Governance Committee, that each of our directors,
except for Diana Brainard (who serves as our Chief Executive Officer), David Hallal (who was employed by the Company within the last three years), Vikas Sinha (who serves as our President and Chief Financial Officer) and Juan Vera (who was employed
by the Company within the last three years), has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of the director independence
standards of the Nasdaq Stock Market, or Nasdaq, rules and the SEC. At least annually, our board of directors will evaluate all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining
whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such directors ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, our board
of directors will make an annual determination of whether each director is independent within the meaning of Nasdaq and SEC independence standards.
Board Meetings and Attendance
Our board of directors
held eight meetings during the fiscal year ended December 31, 2022. Each of the directors attended at least 75% of the meetings of the board of directors and the committees of the board of directors on which he or she served during the fiscal
year ended December 31, 2022 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee). The Company encourages its directors to attend the Annual Meeting of Stockholders.
Board Committees
Our board of directors has
established three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors, and is described more fully below. Each of the
Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee operates pursuant to a written charter and each committee reviews and assesses the adequacy of its charter and submits its charter to the board of directors
for approval. The charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are all available on our website at www.allovir.com under Investors & Press at Corporate
Governance.
12
Audit Committee
Our Audit Committee is currently composed of Jeffrey Bornstein, Morana Jovan-Embiricos and Shawn Tomasello, with Mr. Bornstein serving as chair of the
committee. Our board of directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq.
Our board of directors has determined that Mr. Bornstein is an audit committee financial expert within the meaning of the SEC regulations and applicable listing standards of Nasdaq. During the fiscal year ended December 31,
2022, the Audit Committee met seven times. The report of the Audit Committee is included in this Proxy Statement under Report of the Audit Committee. The Audit Committees responsibilities include:
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appointing, approving the compensation of, and assessing the independence of our independent registered public
accounting firm; |
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pre-approving auditing and permissible
non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; |
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reviewing the overall audit plan with our independent registered public accounting firm and members of management
responsible for preparing our financial statements; |
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reviewing and discussing with management and our independent registered public accounting firm our annual and
quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; |
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coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
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establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
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recommending based upon the Audit Committees review and discussions with management and our independent
registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10-K; |
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monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as
they relate to our financial statements and accounting matters; |
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preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
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reviewing all related person transactions for potential conflict of interest situations and approving all such
transactions; and |
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reviewing quarterly earnings releases. |
Compensation Committee
Our Compensation Committee
is currently composed of Jeffrey Bornstein and Morana Jovan-Embiricos, with Dr. Jovan-Embiricos serving as chair of the committee. Our board of directors has determined that each member of the Compensation Committee is independent
as defined under the applicable listing standards of Nasdaq. During the fiscal year ended December 31, 2022, the Compensation Committee met three times. The Compensation Committees responsibilities include:
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annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the
compensation of our Chief Executive Officer; |
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evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and
based on such evaluation recommending to the board of directors for determination the equity and non-equity compensation of our Chief Executive Officer; |
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determining and approving the equity and non-equity compensation of our
other executive officers; |
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reviewing and establishing our overall management compensation, philosophy and policy; |
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overseeing and administering our compensation and similar plans; |
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evaluating and assessing potential and current compensation advisors in accordance with the independence
standards identified in the applicable Nasdaq rules; |
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retaining and approving the compensation of any compensation advisors; |
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reviewing and making recommendations to our board of directors about our policies and procedures for the grant of
equity-based awards; |
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reviewing and making recommendations to the board of directors about director compensation;
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preparing the Compensation Committee report required by SEC rules, if and when required, to be included in this
proxy statement; and |
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reviewing and approving the retention, termination or compensation of any consulting firm or outside advisor to
assist in the evaluation of compensation matters. |
Historically, our Compensation Committee has made most of the significant adjustments
to annual compensation, determined bonus and equity awards and established new performance objectives. However, our Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as
well as high-level strategic issues, such as the efficacy of the Companys compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation. Generally, the Compensation Committees process
comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, our Compensation Committee solicits and considers
evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of her performance is conducted by the Compensation Committee, which determines any
adjustments to her compensation as well as awards to be granted. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections,
operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock
performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and analyses of executive and director compensation paid at a peer group of other companies approved by our Compensation Committee.
In 2022, the Compensation Committee also retained the services of Pay Governance as its external compensation consultant and considered Pay Governances input on certain compensation matters as they deemed appropriate. The Compensation
Committee may delegate its authority to grant certain equity awards to one or more officers of the Company, including our Chief Executive Officer, and it has delegated such authority to Diana Brainard.
Nominating and Corporate Governance Committee
Our
Nominating and Corporate Governance Committee is currently composed of Malcolm Brenner, and Shawn Tomasello, with Dr. Brenner serving as chair of the committee. Our board of directors has determined that each member of the Nominating and
Corporate Governance Committee is independent as defined under the applicable listing standards of Nasdaq. During fiscal year ended December 31, 2022, the Nominating and Corporate Governance Committee met three times. The Nominating
and Corporate Governance Committees responsibilities include:
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developing and recommending to the board of directors criteria for board and committee membership;
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establishing procedures for identifying and evaluating board of director candidates, including nominees
recommended by stockholders; |
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identifying individuals qualified to become members of the board of directors; |
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recommending to the board of directors the persons to be nominated for election as directors and to each of the
boards committees; |
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developing and recommending to the board of directors a code of business conduct and ethics and a set of
corporate governance guidelines; and |
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overseeing the evaluation of our board of directors and management. |
We believe that the composition and functioning of our Nominating and Corporate Governance Committee complies with all applicable requirements of the
Sarbanes-Oxley Act, and all applicable SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.
Our board of directors may from time to time establish other committees.
Identifying and Evaluating Director Nominees
Our
board of directors is responsible for selecting its own members. The board of directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the board of
directors, and of management, will be requested to take part in the process as appropriate.
Generally, our Nominating and Corporate Governance Committee
identifies candidates for director nominees in consultation with management, members of the Board, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the
Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, our Nominating and Corporate Governance Committee confirms that the candidates meet any the minimum qualifications for
director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any
other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each
candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. In addition, the Nominating and Corporate Governance Committee and Board view diversity as a priority, considers diversity in
its determinations, and seeks representation across a range of attributes. Diversity includes race, ethnicity, age, and gender and is also broadly construed to take into consideration many other factors, including industry knowledge, operational
experience, scientific and academic expertise, geography, and personal backgrounds. In 2022, the Nominating and Corporate Governance Committee adopted a diversity rule under which the Committee agreed to include for the purpose of filling any
vacancy, and have any search firm that it engages include, gender and racial or ethnic diverse candidates in the pool from which the Committee recommends director candidates. Based on the results of the evaluation process, the Nominating and
Corporate Governance Committee recommends candidates for the board of directors approval as director nominees for election to the board of directors.
15
Board Diversity Matrix
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Board Diversity Matrix (As of March 18, 2023) |
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Total Number of Directors |
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10 |
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Female |
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Male |
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Non-Binary |
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Gender Undisclosed |
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Part I: Gender Identity |
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Directors |
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3 |
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6 |
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Part II: Demographic Background |
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African American or Black |
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Alaskan Native or American Indian |
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Asian |
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1 |
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Hispanic or Latinx |
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1 |
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Native Hawaiian or Pacific Islander |
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White |
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3 |
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4 |
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Two or More Races or Ethnicities |
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LGBTQ+ |
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Did Not Disclose Demographic Background |
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Non-Management Director Meetings
In addition to the meetings of the committees of the board of directors described above, in connection with the board of directors meetings, the non-management directors met six times in executive session during the fiscal year ended December 31, 2022.
Communication with the Directors of AlloVir
Any
interested party with concerns about our company may report such concerns to the board of directors or the chairman of our board of directors or Nominating and Corporate Governance Committee, by submitting a written communication to the attention of
such director at the following address:
c/o AlloVir, Inc.
1100 Winter Street
Waltham,
Massachusetts 02451
United States
You may
submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, supplier, or other interested party.
A copy of any such written communication may also be forwarded to the Companys legal counsel and a copy of such communication may be retained for a
reasonable period of time. The director may discuss the matter with the Companys legal counsel, with independent advisors, with non-management directors, or with the Companys management, or may
take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.
Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important
for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as
to which we receive repetitive or duplicative communications.
The Audit Committee oversees the procedures for the receipt, retention, and treatment of
complaints received by the Company regarding accounting, internal accounting controls, or audit matters, and the confidential,
16
anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.
Leadership Structure and Risk Oversight
Our board of
directors is currently chaired by our Executive Chairman, Mr. Hallal. Our corporate governance guidelines provide that, if the Chairman of the board of directors is a member of management or does not otherwise qualify as independent, the
independent directors of the board may or may not elect a lead independent director. Our corporate governance guidelines further provide the flexibility for our board of directors to modify our leadership structure in the future, as it deems
appropriate.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks,
including risks relating to our financial condition, development and commercialization activities, operations, strategic direction and intellectual property as more fully discussed under Risk Factors in our Annual Report on Form 10-K. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through
its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are
adequate and functioning as designed.
The role of the board of directors in overseeing the management of our risks is conducted primarily through
committees of the board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under
the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a
particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to
coordinate the risk oversight role, particularly with respect to risk interrelationships.
Executive Compensation
This section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers for the year ended
December 31, 2022. We are an emerging growth company, within the meaning of the JOBS Act, and have elected to comply with the reduced compensation disclosure requirements available to emerging growth companies under the JOBS Act.
Our named executive officers for 2022 were Diana Brainard, our Chief Executive Officer, Vikas Sinha, our President and Chief Financial Officer, Edward Miller, our General Counsel and Secretary and Jeroen Van Beek, our former Chief Commercial
Officer. This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our named executive officers and is intended to place in perspective the data presented in the tables and
narrative that follow.
17
Summary Compensation Table
The following table sets forth the total compensation awarded to, earned by and paid during the fiscal year ended December 31, 2022 for each of our named
executive officers. The following table also presents information regarding the compensation awarded to, and earned by, and paid to each such individual during the fiscal year ended December 31, 2021, to the extent such individual was a named
executive officer for such year.
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Name and Principal Position |
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Year |
|
|
Salary ($) |
|
|
Stock Awards ($)(1) |
|
|
Option Awards ($)(2) |
|
|
Non-Equity Incentive Compensation ($)(3) |
|
|
All Other Compensation ($) |
|
|
Total
($) |
|
Diana Brainard (4) |
|
|
2022 |
|
|
|
604,992 |
|
|
|
3,899,006 |
|
|
|
4,327,381 |
|
|
|
361,800 |
|
|
|
12,200 |
(5) |
|
|
9,205,379 |
|
Chief Executive Officer |
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|
2021 |
|
|
|
365,000 |
|
|
|
4,748,000 |
|
|
|
9,085,643 |
|
|
|
350,400 |
|
|
|
587,078 |
|
|
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15,136,121 |
|
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|
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Vikas Sinha (6) |
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|
2022 |
|
|
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369,007 |
|
|
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1,386,290 |
|
|
|
981,658 |
|
|
|
162,454 |
|
|
|
4,753 |
(5) |
|
|
2,904,162 |
|
President and Chief Financial Officer |
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|
2021 |
|
|
|
425,000 |
|
|
|
2,478,420 |
|
|
|
3,522,326 |
|
|
|
191,250 |
|
|
|
6,000 |
|
|
|
6,622,996 |
|
|
|
|
|
|
|
|
|
Edward Miller |
|
|
2022 |
|
|
|
433,992 |
|
|
|
393,312 |
|
|
|
467,589 |
|
|
|
173,597 |
|
|
|
10,805 |
(5) |
|
|
1,479,295 |
|
General Counsel and Secretary |
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Jeroen Van Beek (7) |
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2022 |
|
|
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404,882 |
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|
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393,312 |
|
|
|
467,589 |
|
|
|
|
|
|
|
243,871 |
(5) |
|
|
1,509,654 |
|
Former Chief Commercial Officer |
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|
2021 |
|
|
|
425,000 |
|
|
|
1,475,250 |
|
|
|
2,096,599 |
|
|
|
170,000 |
|
|
|
6,000 |
|
|
|
4,172,849 |
|
(1) |
The amount reported represents the aggregate grant date fair value of the restricted stock units, or RSUs,
awarded to the named executive officers during 2022 and 2021, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. Such grant date fair value does not take into account
any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock and RSUs reported in this column are set forth in Note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 15, 2023. The amount reported in this column reflects the accounting cost for these RSU awards and does not correspond to the actual economic value that may be received by
the named executive officers upon the vesting or settlement of the RSUs or any sale of the shares. |
(2) |
The amounts reported represent the aggregate grant date fair value of the stock options granted to such named
executive officers during 2022 and 2021 as computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the
options reported in this column are set forth in Note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 15, 2023. |
(3) |
Amounts reported reflect the annual cash incentive bonus paid based upon achievement of certain corporate
performance objectives described below under Annual Cash Incentive Bonuses. |
(4) |
Dr. Brainard commenced her service as Chief Executive Officer on May 17, 2021 and, accordingly, her
base salary for 2021 has been prorated to reflect her partial year of service. Dr. Brainard also serves as a member of the Board but received no compensation for her service as director during the portion of the year that she also served as our
Chief Executive Officer. |
(5) |
The amounts reported represent matching contributions made by the Company under its 401(k) plan.
|
(6) |
Mr. Sinha also serves as a member of our Board but does not receive any additional compensation for his
service as director. |
(7) |
Dr. van Beek resigned from the Company effective November 22, 2022 and provided consulting services
through December 31, 2022. In addition to $12,200 in 401(k) matching contributions, the amount reported as All Other Compensation for Dr. van Beek also includes (i) $46,126 in base salary paid for the period from
November 22, 2022 through December 31, 2022 and (ii) $180,403 representing payment of his 2022 bonus and (iii) $5,142 for COBRA premiums through December 31, 2022. |
18
Narrative Disclosure to Summary Compensation Table
Elements of Compensation
Base Salary
We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers.
Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and
experience. For 2022, each of Ms. Brainard and Messrs. Sinha, Van Beek and Miller were entitled to receive an annual base salary of $604,992, $369,007, $451,008, and $433,992, respectively.
Annual Cash Incentive Bonuses
Our annual bonus
program is intended to reward our named executive officers for meeting individual and/or corporate performance goals for a fiscal year. In the first quarter of 2022, the Board set our corporate performance goals for 2022, which goals related to
research and development, regulatory, finance and other general corporate goals. For 2021, each of Ms. Brainard and Messrs. Sinha, Van Beek, and Miller were entitled to receive a target bonus of up to 60%, 45%, 40% and 40% of his base salary,
respectively. In January 2022, our compensation committee determined that the Company had achieved its corporate goals for 2021 at 100% and, as a result, our named executive officers earned the amounts set forth above in the Summary
Compensation Table.
Equity-Based Compensation
Although we do not have a formal policy with respect to the grant of equity incentive awards to our named executive officers, we believe that equity grants
provide our named executive officers with a strong link to our long-term performance, create an ownership culture and help to align the interests of our named executive officers and our stockholders. In addition, we believe that equity grants with a
time-based vesting feature promote executive retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. We also believe that equity grants with performance-based vesting incent our
executives to achieve specified performance goals. The Board intends to periodically review the equity incentive compensation of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock
options and RSUs. Because of this, we granted the equity awards as described below under Outstanding Equity Awards at 2022 Fiscal Year End.
401(k) Plan
Our named executive officers are
eligible to participate in our tax-qualified retirement plan, or the 401(k) Plan. Eligible employees are able to defer eligible compensation subject to applicable annual Code limits. Employees pre-tax or Roth contributions are allocated to each participants individual account and are then invested in selected investment alternatives according to the participants directions. We may make
discretionary matching contributions. Employees are immediately and fully vested in their contributions and the Companys matching contributions, if any. The 401(k) Plan is intended to be qualified under Section 401(a) of the Code with the
401(k) Plans related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) Plan and earnings on those contributions are
not taxable to the employees until distributed from the 401(k) Plan.
Rule 10b5-1 Sales Plans
Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract
with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a
19
broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from the director or officer. The director or officer
may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of
material, nonpublic information.
Health and Welfare Benefits
All of our full-time employees, including our executive officers, are eligible to participate in certain medical, disability and life insurance benefit
programs offered by us. We pay the premiums for term life insurance and disability for all of our employees, including our executive officers. We do not sponsor any qualified or non-qualified defined benefit
plans for any of our employees or executives.
Employment Arrangements with our Named Executive Officers
We have entered into employment agreements with each of our named executive officers. Except as noted below, these employment agreements provide for at
will employment.
Employment Agreement with Diana Brainard
On March 17, 2020, the Company and Diana Brainard entered into an Executive Employment Agreement, or the Brainard Employment Agreement, providing for an
initial annual base salary of $584,000 and an annual target bonus opportunity of 60% of Dr. Brainards then current base salary. Dr. Brainard was granted a sign-on award of 30,000 RSUs that was
vested immediately upon grant in addition to initial awards of 170,000 RSUs and an option to purchase 500,000 shares of common stock under the 2020 Plan, which vest as indicated below in the Outstanding Equity Awards at 2021 Fiscal Year End table.
All unvested equity shall immediately vest upon a Sale Event (as described in the 2020 Plan). Dr. Brainard is also entitled to certain relocation benefits, including reimbursement of (i) real estate commissions paid in connection with the
sale of her former home in the Bay Area up to $250,000, (ii) twelve months of temporary housing (up to $180,000) and (ii) reimbursement of costs relating to moving household good and reasonable travel expenses.
Pursuant to the Brainard Employment Agreement, if Dr. Brainards employment (i) is terminated without Cause (as defined in the Brainard
Employment Agreement) or (ii) if she terminates her employment for Good Reason (as defined in the Brainard Employment Agreement), then Dr. Brainard shall be entitled to (i) a lump sum payment equal to 36 months, or the Severance
Period, of her then current base salary, (ii) a lump sum payment equal to her target annual bonus, (iii) provided Dr. Brainard timely elects to continue health coverage under COBRA reimbursement for any monthly COBRA premium payments
made by Dr. Brainard during the Severance Period and (iv) the immediate vesting of any non-vested equity-related instruments.
Payment by the Company of the foregoing severance amounts is contingent upon (i) Dr. Brainard executing a general release agreement in favor of the
Company, containing reasonable and customary provisions including, at the Companys option, a one-year post-employment noncompetition covenant, and (ii) such release becoming effective within 60 days
following Dr. Brainards termination.
Pursuant to the Brainard Employment Agreement, in the event of Dr. Brainards death or
Disability (as defined in the Brainard Employment Agreement), any unvested stock options or other equity award held by her will be accelerated in an amount equal to 25% plus 5% for each year of service to the Company of the number of shares subject
to the option or unvested award.
Pursuant to the Brainard Employment Agreement, if any payments or benefits provided to Dr. Brainard constitute
parachute payments within the meaning of Section 280G of the Code, and any such payments are subject to the excise tax imposed by Section 4999 of the Code, Dr. Brainards payments shall be payable either (i) in
full or
20
(ii) reduced to such lesser amount that results in no portion of such payments being subject to the excise tax, whichever results in the greater
after-tax benefit to Dr. Brainard
Employment Agreement with Vikas Sinha
On October 2, 2019, the Company and Vikas Sinha entered into an Amended and Restated Employment Agreement, or the 2019 Sinha Employment Agreement, which
provided for an initial annual base salary of $400,000 and an annual target bonus opportunity of 40% of Mr. Sinhas then current base salary. The 2019 Sinha Employment Agreement additionally provides that, notwithstanding the terms of any
equity agreements or plans pursuant to which Mr. Sinha is granted equity in the Company, all unvested equity shall vest upon the close of a Sale Event (as defined in the 2020 Plan). In connection with the 2019 Sinha Employment agreement, the
Company and Mr. Sinha also entered into a Restrictive Covenants Agreement (attached as Exhibit A to the 2019 Sinha Employment Agreement), and in consideration for which Mr. Sinha received a one-time
cash payment of $5,000.
Pursuant to the 2019 Sinha Employment Agreement, if Mr. Sinhas employment (i) is terminated without Cause (as
defined in the 2019 Sinha Employment Agreement) or (ii) if he terminates his employment for Good Reason (as defined in the 2019 Sinha Employment Agreement), then Mr. Sinha shall be entitled to (i) a lump sum payment equal to 24
months, or the Sinha Severance Period, of his then current base salary, (ii) a lump sum payment equal to his target annual bonus (together with the lump sum payment described in (i) above, the Sinha Severance Amount), provided that
notwithstanding the foregoing, in the event Mr. Sinha is entitled to any payments pursuant to the Restrictive Covenants Agreement, the Sinha Severance Amount shall be reduced by the amount Mr. Sinha is paid pursuant to the Restrictive
Covenants Agreement, (iii) provided Mr. Sinha timely elects to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by Mr. Sinha, until the earlier of (a) the expiration of the Sinha
Severance Period, (b) Mr. Sinhas eligibility for group medical plan benefits under any other employers group medical plan, or (c) the cessation of Mr. Sinhas continuation rights under COBRA, and (iv) the
immediate vesting of any non-vested equity-related instruments.
Payment by the Company of the foregoing severance
amounts is contingent upon Mr. Sinhas executing a separation and release agreement in a form and manner satisfactory to the Company, which shall include, without limitation, (i) a general release of claims against the Company and all
related persons and entities, a reaffirmation of all of Mr. Sinhas Continuing Obligations (as defined in the 2019 Sinha Employment Agreement), and, in the Companys sole discretion, a one-year
post-employment non-competition restriction in a form substantially similar to the Non-Competition Restriction (as defined in the Restrictive Covenants Agreement) and
(ii) such separation and release becoming irrevocable within 60 days following Mr. Sinhas termination.
Pursuant to the 2019 Sinha
Employment Agreement, in the event of Mr. Sinhas death or Disability (as defined in the 2019 Sinha Employment Agreement), any unvested stock options held by him will be accelerated in an amount equal to 25% plus 5% for each year of
service to the Company of the number of shares subject to the option.
Pursuant to the 2019 Sinha Employment Agreement, if any payments or benefits
provided to Mr. Sinha constitute parachute payments within the meaning of Section 280G of the Code, and any such payments are subject to the excise tax imposed by Section 4999 of the Code, Mr. Sinhas payments
shall be payable either (i) in full or (ii) reduced to such lesser amount that results in no portion of such payments being subject to the excise tax, whichever results in the greater after-tax
benefit to Mr. Sinha.
On March 22, 2021, we announced that Mr. Hallal would step down as Chief Executive Officer effective May 17,
2021 (Transition Date) and would continue to serve on the Board as Executive Chairman from and after the Transition Date. In connection with Mr. Hallal stepping down as Chief Executive Officer, his employment agreement with the
Company terminated and all equity awards he received from the Company prior to the Transition Date continue to vest, in accordance with the applicable award agreements, for so long as
21
Mr. Hallal remains on the Board. In addition, we entered into a consulting agreement with Mr. Hallal effective July 22, 2021, pursuant to which he would continue to provide
advisory services to our Chief Executive Officer for an annual fee of $100,000, payable in quarterly instalments. Such consulting agreement is anticipated to expire in May 17, 2022, but such period may be extended.
Employment Agreement with Jeroen van Beek
Effective
October 16, 2019, the Company and Jeroen van Beek entered into an Employment Agreement, or the van Beek Employment Agreement, which provided for an initial annual base salary of $320,000 and an annual target bonus opportunity of 35% of
Dr. van Beeks then current base salary. Pursuant to the van Beek Employment Agreement, all unvested equity previously granted to him shall immediately vest upon a Sale Event (as described in the 2020 Plan).
Pursuant to the van Beek Employment Agreement, if Dr. van Beeks employment (i) is terminated without Cause (as defined in the van Beek
Employment Agreement) or (ii) if he terminates his employment for Good Reason (as defined in the van Beek Employment Agreement), then Dr. van Beek shall be entitled to (i) a lump sum payment equal to 12 months, or the Severance
Period, of his then current base salary, (ii) a lump sum payment equal to his target annual bonus, (iii) provided Dr. van Beek timely elects to continue health coverage under COBRA reimbursement for any monthly COBRA premium payments
made by Dr. van Beek during the Severance Period and (iv) the immediate vesting of any non-vested equity-related instruments.
Payment by the Company of the foregoing severance amounts is contingent upon (i) Dr. van Beeks executing a general release agreement in favor
of the Company and (ii) such release becoming effective within 60 days following Dr. van Beeks termination.
Pursuant to the van Beek
Employment Agreement, if any payments or benefits provided to Dr. van Beek constitute parachute payments within the meaning of Section 280G of the Code, and any such payments are subject to the excise tax imposed by
Section 4999 of the Code, Dr. van Beek payments shall be payable either (i) in full or (ii) reduced to such lesser amount that results in no portion of such payments being subject to the excise tax, whichever results in the
greater after-tax benefit to Dr. van Beek.
In connection with Dr. van Beeks separation from the
Company, we entered into a separation agreement and release with Dr. van Beek, or the van Beek Separation Agreement, providing for (i) a lump sum cash payment equal to Dr. van Beeks base salary rate from November 24, 2022
through December 31, 2022; (ii) a lump sum cash payment equal to Dr. van Beeks cash bonus for 2022; (iii) payment of health coverage premiums by way of COBRA through November 23, 2023; and (iv) accelerated vesting of all
outstanding stock options and restricted stock awards that are unvested as of November 23, 2022 and that are scheduled to vest on or before December 31, 2022. In order to receive the foregoing benefits, Dr. van Beek. executed a
general release in favor of the Company. Dr. van Beek further agreed to be bound by certain customary restrictive covenants, including covenants related to non-competition, confidentiality and non-solicitation of employees.
Employment Agreement with Edward Miller
Effective March 21, 2019, the Company and Edward Miller entered into an Amended and Restated Employment Agreement, or the Miller Employment Agreement,
which provided for an initial annual base salary of $$320,000 and an annual target bonus opportunity of 35% of Mr. Millers then current base salary. All unvested equity shall immediately vest upon a Sale Event (as described in the 2020
Plan).
Pursuant to the Miller Employment Agreement, if Mr. Millers employment (i) is terminated without Cause (as defined in the Miller
Employment Agreement) or (ii) if he terminates his employment for Good Reason (as defined in the Miller Employment Agreement), then Mr. Miller shall be entitled to (i) a lump sum payment equal to 12 months, or the Severance Period, of
his then current base salary, (ii) a lump sum payment equal to his target
22
annual bonus, (iii) provided Mr. Miller timely elects to continue health coverage under COBRA reimbursement for any monthly COBRA premium payments made by Mr. Miller during the
Severance Period and (iv) the immediate vesting of any non-vested equity-related instruments.
Payment by the
Company of the foregoing severance amounts is contingent upon (i) Mr. Millers executing a general release agreement in favor of the Company, which shall contain reasonable and customary provisions, but shall not contain any
post-employment restrictive covenants, and (ii) such release becoming effective within 60 days following Mr. Millers termination.
Pursuant to the Miller Employment Agreement, if any payments or benefits provided to Mr. Miller constitute parachute payments within the meaning
of Section 280G of the Code, and any such payments are subject to the excise tax imposed by Section 4999 of the Code, Mr. Miller payments shall be payable either (i) in full or (ii) reduced to such lesser amount that results in no portion of
such payments being subject to the excise tax, whichever results in the greater after-tax benefit to Mr. Miller.
23
Outstanding Equity Awards at December 31, 2022
The following table sets forth information concerning the outstanding equity awards held by each of the named executive officers as of December 31, 2022.
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Option awards |
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Stock awards |
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Name |
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Grant date |
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Number of securities underlying unexercised options (#) exercisable |
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Number of securities underlying unexercised options (#) unexercisable |
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Option exercise price ($) |
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Option expiration date |
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Number of shares or units of stock that have not vested (#) |
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Market value of shares or units of stock that have not vested ($)(1) |
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Diana Brainard |
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8/16/22 |
(2) |
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100,000 |
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513,000 |
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7/1/22 |
(3) |
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89,375 |
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4.13 |
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7/1/32 |
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7/1/22 |
(2) |
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48,125 |
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246,881 |
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1/18/22 |
(3) |
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585,000 |
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9.15 |
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1/18/32 |
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1/18/22 |
(2) |
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|
|
|
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|
|
|
315,000 |
|
|
|
1,615,950 |
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|
|
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5/17/21 |
(3) |
|
|
187,500 |
|
|
|
312,500 |
|
|
|
23.74 |
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|
|
5/17/31 |
|
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|
|
|
|
|
|
|
|
|
|
5/17/21 |
(2) |
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
106,250 |
|
|
|
545,063 |
|
|
|
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7//29/20 |
(4) |
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|
33,750 |
|
|
|
11,250 |
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|
|
17.00 |
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|
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7/29/30 |
|
|
|
|
|
|
|
|
|
Vikas Sinha |
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|
8/16/22 |
(2) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
100,000 |
|
|
|
513,000 |
|
|
|
|
7/1/22 |
(3) |
|
|
|
|
|
|
54,600 |
|
|
|
4.13 |
|
|
|
7/1/32 |
|
|
|
|
|
|
|
|
|
|
|
|
7/1/22 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,400 |
|
|
|
150,822 |
|
|
|
|
1/18/22 |
(3) |
|
|
|
|
|
|
119,162 |
|
|
|
9.15 |
|
|
|
1/18/32 |
|
|
|
|
|
|
|
|
|
|
|
|
1/18/22 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,838 |
|
|
|
250,539 |
|
|
|
|
1/19/21 |
(3) |
|
|
47,775 |
|
|
|
61,425 |
|
|
|
42.15 |
|
|
|
1/19/31 |
|
|
|
|
|
|
|
|
|
|
|
|
1/19/21 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,075 |
|
|
|
169,675 |
|
|
|
|
7/29/20 |
(3) |
|
|
245,756 |
|
|
|
191,144 |
|
|
|
17.00 |
|
|
|
7/29/30 |
|
|
|
|
|
|
|
|
|
|
|
|
6/10/19 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,068 |
|
|
|
164,509 |
|
Edward Miller |
|
|
8/16/22 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
76,950 |
|
|
|
|
7/1/22 |
(3) |
|
|
|
|
|
|
26,000 |
|
|
|
4.13 |
|
|
|
7/1/32 |
|
|
|
|
|
|
|
|
|
|
|
|
7/1/22 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,000 |
|
|
|
71,820 |
|
|
|
|
1/18/22 |
(3) |
|
|
|
|
|
|
56,744 |
|
|
|
9.15 |
|
|
|
1/18/32 |
|
|
|
|
|
|
|
|
|
|
|
|
1/18/22 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,256 |
|
|
|
119,303 |
|
|
|
|
1/19/21 |
(3) |
|
|
22,750 |
|
|
|
29,250 |
|
|
|
42.15 |
|
|
|
1/19/31 |
|
|
|
|
|
|
|
|
|
|
|
|
1/19/21 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,750 |
|
|
|
80,798 |
|
|
|
|
7/29/20 |
(3) |
|
|
112,837 |
|
|
|
87,763 |
|
|
|
17.00 |
|
|
|
7/29/30 |
|
|
|
|
|
|
|
|
|
Jeroen Van Beek |
|
|
1/19/21 |
(3) |
|
|
28,437 |
|
|
|
|
|
|
|
42.15 |
|
|
|
2/23/23 |
|
|
|
|
|
|
|
|
|
|
|
|
7/29/20 |
(3) |
|
|
133,425 |
|
|
|
|
|
|
|
17.00 |
|
|
|
2/23/23 |
|
|
|
|
|
|
|
|
|
(1) |
The market value of the shares or units that have not vested is calculated based on the number of unvested
shares or units at December 31, 2022, and the closing market price of the Companys stock on December 31, 2021, the last business day of the fiscal year, of $5.13 per share. |
(2) |
These RSUs vest over a four-year period, with 25% vesting on the first anniversary of the grant date and the
remainder vesting in quarterly installments thereafter, subject to continued service. Upon a Sale Event, a termination by the Company without Cause or a resignation for Good Reason, such RSUs shall accelerate and vest in full. |
(3) |
This option vests over a four-year period, with 25% vesting on the first anniversary of the grant date and the
remainder vesting in quarterly installments thereafter, subject to continued service. Upon a Sale Event, a termination by the Company without Cause or a resignation for Good Reason, such option shall accelerate and vest in full.
|
(4) |
Dr. Brainard received these options for her service as a director prior to her service as Chief Executive
Officer, after which she no longer receives any additional compensation for her service as director. These |
24
|
options vest over a four-year period in equal quarterly installments, subject to continued service. Upon a Sale Event, such option shall accelerate and vest in full. |
(5) |
25% of the shares subject to this restricted stock award vest on the first anniversary of the grant date, with
the remainder vesting in 16 equal quarterly installments thereafter, subject to continued service. Upon a sale event, such restricted stock award shall accelerate and vest in full. |
Director Compensation
The following table sets forth the
compensation we paid to our non-employee directors during the year ended December 31, 2022. Diana Brainard, our Chief Executive Officer, and Vikas Sinha, our President and Chief Financial Officer, receive
no compensation for their service as directors, and, consequently, are not included in this table. Derek Adams was appointed to the Board in February 2023 and did not receive compensation in 2022. The compensation received by Dr. Brainard and
Mr. Sinha during the year ended December 31, 2022 is presented in Summary Compensation Table above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position |
|
Fees Earned or Paid in Cash ($) |
|
|
Option Awards ($) (1) |
|
|
All Other Compensation ($) |
|
|
Total ($) |
|
Jeffrey S. Bornstein |
|
|
60,000 |
|
|
|
93,029 |
(2) |
|
|
|
|
|
|
153,029 |
|
Malcolm Brenner, M.D. |
|
|
4,042 |
|
|
|
93,029 |
(3) |
|
|
|
|
|
|
142,071 |
|
Ansbert Gadicke, M. D.(4) |
|
|
53,589 |
|
|
|
93,029 |
(3) |
|
|
|
|
|
|
146,617 |
|
David Hallal |
|
|
208,556 |
|
|
|
93,029 |
(5) |
|
|
45,819 |
(6) |
|
|
347,404 |
|
Morana Jovan-Embiricos, Ph.D. |
|
|
57,500 |
|
|
|
93,029 |
(3) |
|
|
|
|
|
|
150,529 |
|
Shawn Tomasello |
|
|
42,485 |
|
|
|
356,610 |
(7) |
|
|
|
|
|
|
399,095 |
|
Juan Vera |
|
|
40,000 |
|
|
|
93,029 |
(3) |
|
|
|
|
|
|
133,029 |
|
John Wilson(8) |
|
|
16,560 |
|
|
|
|
|
|
|
|
|
|
|
16,560 |
|
(1) |
The amount reported represents the aggregate grant date fair value of the stock options granted to the
directors during 2022, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The
assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 2 to our audited consolidated financial statements in our Annual Report on Form 10-K
filed with the SEC on February 15, 2023. |
(2) |
As of December 31, 2022, this director held an aggregate of 78,162 shares of unvested restricted stock and
outstanding stock options. |
(3) |
As of December 31, 2022, this director held an aggregate of 75,331 shares of unvested restricted stock and
outstanding stock options. |
(4) |
Dr. Gadicke retired from the Board effective February 28, 2023. |
(5) |
As of December 31, 2022, this director held an aggregate of 1,590,067 shares of unvested restricted stock
and outstanding stock options. |
(6) |
Consists of cash compensation pursuant to Mr. Hallals consulting agreement with the Company, which
is described below under Certain Relationships and Related Party Transactions. |
(7) |
As of December 31, 2022, this director held an aggregate of 72,500 shares of unvested restricted stock and
outstanding stock options. |
(8) |
Mr. Wilson retired from the Board in May 2022. |
25
In connection with our initial public offering in August 2020, the Board adopted a non-employee director compensation policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber
non-employee directors. Under the policy as amended, in 2022 all non-employee directors were paid cash compensation, as set forth below:
|
|
|
|
|
|
|
Annual Retainer ($) |
|
Board of Directors: |
|
|
|
|
All non-employee members |
|
|
40,000 |
|
Chairman |
|
|
160,000 |
|
Audit Committee: |
|
|
|
|
Chairman |
|
|
15,000 |
|
Non-Chairman members |
|
|
7,500 |
|
Compensation Committee: |
|
|
|
|
Chairman |
|
|
10,000 |
|
Non-Chairman members |
|
|
5,000 |
|
Nominating and Corporate Governance Committee: |
|
|
|
|
Chairman |
|
|
8,000 |
|
Non-Chairman members |
|
|
4,000 |
|
Under the policy, upon initial election or appointment to the Board, new non-employee
directors will receive a one-time stock option grant to purchase 45,000 shares of our common stock, which will vest in equal quarterly installments over three years. In each subsequent year of a non-employee directors tenure, the director will receive an annual equity grant of options to purchase 27,500 shares of our common stock, which vests in full upon the earlier to occur of the first anniversary
of the grant date or the date of the next annual meeting of stockholders. The exercise price of both the initial and annual equity awards will equal the fair market value of our common stock, as measured by reference to market quotations on Nasdaq,
as of the grant date. Vesting of any equity award will cease if a director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that circumstances warrant continuation of vesting.
In addition, each non-employee director is paid an annual retainer of $40,000 for their services. Non-employee directors serving on committees of the Board are entitled to an additional annual payment, as set forth in the table above. Such cash retainers are paid quarterly, and may be pro-rated based on the number of actual days served by the director during such calendar quarter.
In 2022, at the
recommendation of the Compensation Committee, and following an analysis of director compensation performed with the assistance of Pay Governance, the Board increased the annual retainer for the Executive Chairman to $160,000, effective
January 1, 2022. The Compensation Committee recommended this increase after taking into consideration relative market data and after review of the role and scope of responsibilities required by this role, particularly as undertaken by
Mr. Hallal who plays an active role in managing the Board, coordinating Board matters and larger strategy matters with our executive team. Such increase is reflected in the 2022 Summary Compensation Table, above.
Compensation Risk Assessment
We believe that our
executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both
short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our
compensation programs are reasonably likely to have a material adverse effect on us.
26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The following table sets forth the amount of common stock of the Company beneficially owned, directly or indirectly, as of March 10,
2023, by (i) each current director of the Company, (ii) each named executive officer of the Company, (iii) all directors and executive officers of the Company as a group, and (iv) each person who is known to the Company to
beneficially own more than five percent (5%) of the outstanding shares of common stock of the Company, as determined through SEC filings, and the percentage of the common stock outstanding represented by each such amount. All shares of common stock
shown in the table reflect sole voting and investment power except as otherwise noted.
Beneficial ownership is determined by the rules of the SEC and
includes voting or investment power of the securities. As of March 10, 2023, the Company had 93,494,007 shares of common stock outstanding. Shares of common stock subject to options that are currently exercisable or are exercisable within 60
days after March 10, 2023 and RSUs that will be vested within 60 days after March 10, 2022 are considered to be outstanding for purposes of computing the percentage ownership of the persons holding these options and RSUs but are not to be
considered outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address for each person listed below is c/o AlloVir, Inc., 1100 Winter Street, Waltham, Massachusetts 02451.
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Beneficially Owned |
|
|
Percentage of Shares Beneficially Owned |
|
5% Stockholders: |
|
|
|
|
|
|
|
|
ElevateBio LLC(1) |
|
|
16,674,766 |
|
|
|
17.84 |
% |
Gilead Sciences, Inc.(2) |
|
|
13,704,416 |
|
|
|
14.66 |
% |
Entities affiliated with F2(3) |
|
|
9,828,091 |
|
|
|
10.51 |
% |
FMR LLC(4) |
|
|
7,046,373 |
|
|
|
7.54 |
% |
Invus Public Equities, L.P.(5) |
|
|
5,577,167 |
|
|
|
5.97 |
% |
Entities affiliated with John Wilson(6) |
|
|
5,355,877 |
|
|
|
5.73 |
% |
Named Executive Officers and Directors: |
|
|
|
|
|
|
|
|
Diana Brainard(7) |
|
|
579,571 |
|
|
|
* |
|
Edward Miller(8) |
|
|
564,912 |
|
|
|
* |
|
Vikas Sinha(9) |
|
|
17,915,333 |
|
|
|
19.08 |
% |
Jeroen van Beek |
|
|
259,685 |
|
|
|
* |
|
Derek Adams |
|
|
0 |
|
|
|
* |
|
Jeffrey S. Bornstein(10) |
|
|
85,197 |
|
|
|
* |
|
Malcolm Brenner(11) |
|
|
238,929 |
|
|
|
* |
|
David Hallal(12) |
|
|
20,476,232 |
|
|
|
21.68 |
% |
Morana Jovan-Embiricos(13) |
|
|
26,578,054 |
|
|
|
28.41 |
% |
Shawn Tomasello(14) |
|
|
11,250 |
|
|
|
* |
|
Juan Vera(15) |
|
|
2,384,928 |
|
|
|
2.55 |
% |
All Executive Officers and Directors as a group (13 persons)(16) |
|
|
38,365,084 |
|
|
|
39.97 |
% |
* |
Represents holdings of less than 1%. |
(1) |
The mailing address of ElevateBio LLC is 200 Smith Street, Waltham, MA 02451. David Hallal, Vikas Sinha
and Morana Jovan-Embiricos are directors of ElevateBio LLC. |
(2) |
This information is based on the Schedule 13G filed with the Securities and Exchange Commission by Gilead
Sciences, Inc., on August 8, 2022. The mailing address of Gilead Sciences, Inc. is 333 Lakeside Drive, Foster City, CA 94404. |
(3) |
Consists of (a) 668,072 shares of common stock held by F2 TPO Investment, LLC, (b) 2,059,884 shares of common
stock held by F2 MG Limited, (c) 2,038,583 shares of common stock held by F2 MC, LLC, |
27
|
(d) 4,193,874 shares of common stock held by F2 Capital I 2020 LLC and (e) 867,678 shares of common stock held by F2 Bioscience AV 2022 LLC. The mailing address for F2 MG Limited is PO Box
3175, Road Town, Tortola, BVA, with correspondence address at c/o LJ Fiduciary, 8 Rue Saint-Leger, CH 1205, Geneva, Switzerland. |
(4) |
This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by FMR LLC on
February 9, 2023, which reflects beneficial ownership as of December 31, 2022. FMR LLC reported that, in its capacity as a parent holding company, it had sole voting power with respect to 7,045,961 shares of our common stock, sole
dispositive power with respect to 7,046,373 shares of our common stock, and shared voting and dispositive power with respect to none of our shares. The Schedule 13G/A includes shares beneficially owned by subsidiaries controlled by or through FMR
LLC, Abigail P. Johnson, Director, Chairman and Chief Executive Officer of FMR LLC, and/or members of the family of Abigail P. Johnson. The mailing address for FMR LLC is 245 Summer Street, Boston, MA 02210. |
(5) |
This information is based on the Schedule 13G filed with the Securities and Exchange Commission by Invus Public
Equities, L.P., on August 5, 2022. Invus Public Equities directly held 5,577,167 Shares. Invus PE Advisors, as the general partner of Invus Public Equities, controls Invus Public Equities and, accordingly, may be deemed to beneficially own the
Shares held by Invus Public Equities. The Geneva branch of Artal International, as the managing member of Invus PE Advisors, controls Invus PE Advisors and, accordingly, may be deemed to beneficially own the Shares that Invus PE Advisors may be
deemed to beneficially own. Artal International Management, as the managing partner of Artal International, controls Artal International and, accordingly, may be deemed to beneficially own the Shares that Artal International may be deemed to
beneficially own. Artal Group, as the sole stockholder of Artal International Management, controls Artal International Management and, accordingly, may be deemed to beneficially own the Shares that Artal International Management may be deemed to
beneficially own. Westend, as the parent company of Artal Group, controls Artal Group and, accordingly, may be deemed to beneficially own the Shares that Artal Group may be deemed to beneficially own. The Stichting, as the majority stockholder of
Westend, controls Westend and, accordingly, may be deemed to beneficially own the Shares that Westend may be deemed to beneficially own. Mr. Wittouck, as the sole member of the board of the Stichting, controls the Stichting and, accordingly,
may be deemed to beneficially own the Shares that the Stichting may be deemed to beneficially own. The mailing address of Invus Public Equities, L.P. is 750 Lexington Avenue, 30th Floor, New York, NY 10022. |
(6) |
Consists of (a) 3,157,878 shares of common stock held by John R. Wilson, as Trustee of the John R. Wilson
Revocable Trust Agreement dated August 3, 2017 and (b) 2,197,999 shares of common stock held by Meristem Trust Company, LLC as trustee of the John R. Wilson Irrevocable Trust dated July 9, 2020. Mr. Wilson disclaims beneficial
ownership of the securities held by the John R. Wilson Revocable Trust Agreement dated August 3, 2017 and the John R. Wilson Irrevocable Trust dated July 9, 2020 except to the extent of his pecuniary interest therein.
|
(7) |
Consists of (a) 117,072 shares of common stock held by Diana Brainard, (b) 19,687 restricted stock units
vesting within 60 days of March 15, 2022 and (c) 442,812 shares of common stock underlying options that are exercisable within 60 days of March 10, 2023. |
(8) |
Consists of (a) 88,016 shares of common stock held by Edward Miller, (b) 3,203 restricted stock units vesting
within 60 days of March 10, 2023, (c) 184,894 shares of common stock underlying options held by Edward Miller that are exercisable within 60 days of March 10, 2023 and (d) 288,799 shares of common stock held by The Miller Family 2019
Irrevocable Dynasty Trust. Mr. Miller is a trustee of the previously listed trust and may be deemed to beneficially own these securities. |
(9) |
Consists of (a) 834,809 shares of common stock held by Vikas Sinha, (b) 6,727 restricted stock units vesting
within 60 days of March 10, 2023, (c) 399,031 shares of common stock underlying options held by Vikas Sinha that are exercisable within 60 days of March 10, 2023 and (d) 16,674,766 shares of common stock held by ElevateBio LLC.
Mr. Sinha is a director and the Chief Financial Officer of ElevateBio LLC. Mr. Sinha, David Hallal and Morana Jovan-Embiricos, members of the board of directors of ElevateBio LLC, may be deemed to have shared voting and investment power
over the shares of common stock held of record by ElevateBio LLC. Such persons disclaim beneficial ownership of all shares of common stock held by ElevateBio LLC except to the extent of any indirect pecuniary interests therein.
|
28
(10) |
Consists of (a) 40,197 shares of common stock held by Jeffrey Bornstein and (b) 45,000 shares of common stock
underlying options that are exercisable within 60 days of March 10, 2023. |
(11) |
Consists of (a) 30,197 shares of common stock held by Malcolm Brenner, 163,732 shares of common stock held by
The Malcolm and Cliona Brenner Revocable Trust, of which Dr. Brenner is a trustee and settlor and (b) 45,000 shares of common stock underlying options held by Malcolm Brenner that are exercisable within 60 days of March 10, 2023.
Dr. Brenner disclaims beneficial ownership of the securities held by The Malcolm and Cliona Brenner Revocable Trust except to the extent of his pecuniary interest therein. |
(12) |
Consists of (a) 2,000,162 shares of common stock held by David Hallal, (b) 9,187 restricted stock units vesting
within 60 days of March 10, 2023, (c) 932,999 shares of common stock underlying options held by David Hallal that are exercisable within 60 days of March 10, 2023, (d) 720,965 shares of common stock held by The Hallal Family Irrevocable
Trust 2012, (e) 138,153 shares of common stock held by Terrie A. Hallal Family Irrevocable Trust 2012 and (f) 16,674,766 shares of common stock held by ElevateBio LLC. Mr. Hallal is a trustee of the previously listed trusts and may be deemed to
beneficially own these securities. Mr. Hallal is the Chairman and Chief Executive Officer of ElevateBio LLC. Mr. Hallal, Vikas Sinha and Morana Jovan-Embiricos, members of the board of directors of ElevateBio LLC, may be deemed to have
shared voting and investment power over the shares of common stock held of record by ElevateBio LLC. Such persons disclaim beneficial ownership of all shares of common stock held by ElevateBio LLC except to the extent of any indirect pecuniary
interests therein. |
(13) |
Consists of (a) 30,197 shares of common stock held by Morana Jovan-Embiricos, (b) 45,000 shares of common stock
underlying options held by Morana Jovan-Embiricos that are exercisable within 60 days of March 10, 2023, (c) 668,072 shares of common stock held by F2 TPO Investment, LLC, (d) 2,059,884 shares of common stock held by F2 MG Limited, (e)
2,038,583 shares of common stock held by F2 MC, LLC, (f) 4,193,874 shares of common stock held by F2 Capital I 2020 LLC, and (g) 867,678 shares of common stock held by F2 Bioscience AV 2022 LLC and (h) 16,674,766 shares of common stock held by
ElevateBio LLC. Dr. Jovan-Embiricos is a director of ElevateBio LLC. Dr. Jovan-Embiricos, David Hallal and Vikas Sinha, members of the board of directors of ElevateBio LLC, may be deemed to have shared voting and investment power over the
shares of common stock held of record by ElevateBio LLC. Such persons disclaim beneficial ownership of all shares of common stock held by ElevateBio LLC except to the extent of any indirect pecuniary interests therein. The mailing address for F2-TPO Investment, LLC, F2 MC, LLC and F2 Capital I 2020 LLC is c/o Singer McKeon, Inc., 8 West 28th Street, Suite 1001, New York, NY 10018. The mailing address for F2 MG Limited is PO Box 3175, Road Town, Tortola,
BVA, with correspondence address at c/o LJ Fiduciary, 8 Rue Saint-Leger, CH 1205, Geneva, Switzerland. Dr. Morana Jovan-Embiricos is a member of our board of directors and is the founding director of Globeways Holdings Limited, which is the
appointed manager of each F2 MG Limited, F2-TPO Investments, LLC, F2 MC Limited and F2 Capital I 2020 LLC and makes investment decisions on behalf of such entities with respect to shares of common stock held
by such entities. Dr. Morana Jovan-Embiricos expressly disclaims beneficial ownership of the securities held by F2 MG Limited, F2-TPO Investments, LLC, F2 MC Limited and F2 Capital I 2020 LLC.
|
(14) |
Consists of 11,250 shares of common stock underlying options that are exercisable within 60 days of
March 10, 2023. |
(15) |
Consists of (a) 2,339,928 shares of common stock and (b) 45,000 shares of common stock underlying options that
are exercisable within 60 days of March 10, 2022. |
(16) |
Includes Ann Leen and Brett Hagan, who are executive officers but not named executive officers.
|
29
Equity Compensation Plan Information
The following table presents aggregate summary information as of December 31, 2022, regarding the common stock that may be issued upon the exercise of
options and rights under all of our existing equity compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column (A) |
|
|
Column (B) |
|
|
Column (C) |
|
Plan Category |
|
Number of Securities to be Issued Upon Exercise
of Outstanding Options, Restricted Stock Units and Other Rights |
|
|
Weighted Average Exercise Price of Outstanding Options |
|
|
Number of Securities Remaining Available for Future Issuance Under
Equity Compensation Plans (Excluding Securities Reflected in Column A) |
|
Equity Compensation Plans Approved by Stockholders (1) |
|
|
9,990,223 |
|
|
$ |
17.81 |
|
|
|
4,707,982 |
(2) |
Equity Compensation Plans Not Approved by Stockholders |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
9,990,223 |
|
|
$ |
17.81 |
|
|
|
4,707,982 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
These plans consist of our 2018 Stock Incentive Plan, or 2018 Plan, 2020 Stock Option and Incentive Plan, or
2020 Plan, and 2020 Employee Stock Purchase Plan, or ESPP. |
(2) |
As of December 31, 2022, (i) 4,253,680 shares remained available for future issuance under our 2020 Plan
and (ii) 454,302 shares remained available for future issuance under our ESPP. No shares remained available for future issuance under the 2018 Plan as of December 31, 2022. Our 2020 Plan has an evergreen provision that allows for an annual
increase in the number of shares available for issuance under the 2020 Plan to be added on the first day of each fiscal year, starting with fiscal year 2021, in an amount equal to 5% of the number of shares of our common stock outstanding on the
immediately preceding December 31 or such lesser amount determined by the Board or the compensation committee of the Board. Our ESPP has an evergreen provision that allows for an annual increase in the number of shares available for issuance
under the ESPP to be added on the first day of each fiscal year, starting in fiscal year 2021, in an amount equal to the least of 1% of the total number of shares of our common stock outstanding on the Immediately preceding December 31,
1,222,707 shares of our common stock, or such lesser amount determined by the Board or the compensation committee of the Board. |
(3) |
This amount excludes 4,663,403 shares of common stock that became issuable under the 2020 Plan on
January 1, 2023, pursuant to the evergreen provisions of the 2020 Plan and 160,000 shares of common stock that became issuable under the ESPP on January 1, 2023, pursuant to the evergreen provisions of the ESPP. |
30
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered
class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent beneficial owners are required by
SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on our review of Forms 3, 4 and 5,
and any amendments thereto, furnished to us or written representations that no Form 5 was required, we believe that during the fiscal year ended December 31, 2022, all filing requirements applicable to our executive officers and directors under
the Exchange Act were met in a timely manner except for one Form 4 for each of Jeroen Van Beek, Diana Brainard, Edward Miller, Ercem Atillasoy, Vikas Sinha and Brett Hagen that were filed on April 4,2022, which reported transactions for each
individual on January 18, 2022.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Related Person Transactions
Other than the compensation
agreements and other arrangements described in Executive Compensation and elsewhere in this Proxy Statement and the relationships and transactions described below, since January 1, 2022, there was no transaction or series of
transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any director, executive officer, holder of more than five percent of our capital stock or any member of their immediate
families had or will have a direct or indirect material interest.
Sales of Securities
On July 26, 2022, we entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with certain investors, including some
of our 5% stockholders and entities affiliated with our directors, for aggregate net proceeds of $126.5 million after deducting offering costs of $0.1 million. Pursuant to the terms of the Securities Purchase Agreement, the Company issued
and sold to the investors in a registered direct offering an aggregate of 27,458,095 shares of the Companys common stock, par value $0.0001 per share at a purchase price of $4.61 per share.
Redeemable Preferred Stock Redemption Agreement
In
September 2018, we entered into a redeemable preferred stock redemption agreement, or Redemption Agreement, to redeem shares of our Series A1 convertible preferred stock held by certain investors, including our executive officer Ann Leen, our
director and former executive officer Juan Vera and entities affiliated with our directors John Wilson and Malcolm Brenner (or their affiliates). Pursuant to the Redemption Agreement, for a period of 20 years from the date of the first
commercial sale of Viralym-M by us, we are obligated to make earnout payments to such investors on at least an annual basis. The earnout payments will be 10% of our net sales of Viralym-M, which number will be reduced to a high single-digit percentage if certain events occur. Specifically, royalties due to third parties for the sale of Viralym-M are
subtracted from the earnout payments due to the investors. Further, if the investors receive at least $50,000,000 in earnout payments from us during the three-year period after the first commercial sale of
Viralym-M, the earnout payment percentage will be reduced.
Amended and Restated Investors Rights
Agreement
In May 2019, we entered into an amended and restated investors rights agreement with holders of our preferred stock, including some of
our 5% stockholders and entities affiliated with our directors. The investor rights agreement provides these holders the right to demand that we file a registration statement or request that their shares be covered by a registration statement that
we are otherwise filing.
31
Agreements and Transactions with 5% Stockholders and Their Affiliates
Shared Services Agreements with ElevateBio
We have
entered into a shared services agreement, dated as of March 20, 2020, or the Shared Services Agreement, with ElevateBio that provides for ongoing services to us in areas such as accounting operations, public relations, information technology,
human resources and administration management, finance and risk management, marketing services, facilities, procurement and travel, and corporate development and strategy. We also have a statement of work to receive manufacturing and project
management consulting services from ElevateBio. During the years ended December 31, 2022 and 2021, we incurred an aggregate of $3.5 million and $5.9 million, respectively, of expenses related to services provided to us by ElevateBio
and its affiliates.
Development and Manufacturing Services Agreement with ElevateBio BaseCamp
We are party to a development and manufacturing services agreement, or the BaseCamp Agreement, with BaseCamp, pursuant to which BaseCamp provides us products
and services that we use in our laboratory operations, including consulting services, project management services, quality control services and cGMP drug product manufacturing.
During the term of the BaseCamp Agreement, we and BaseCamp may prepare work orders setting forth any products or services to be provided by BaseCamp. Such
work orders include applicable specifications, deliverables, timelines, fees and payment schedule. Each work order must be agreed to and signed by both us and BaseCamp, and neither party is obligated to enter into any work order during the term of
the agreement. A work order may only be modified by the mutual agreement of both parties.
We and BaseCamp will each retain sole rights to our respective
existing intellectual property used in the provision of goods and services under the BaseCamp Agreement. To the extent that new technologies or discoveries are conceived during the course of the BaseCamp Agreement, such technologies or discoveries
will be assigned to the party from whose intellectual property such technologies or discoveries were derived. Jointly-derived technologies or discoveries will be jointly owned by BaseCamp and us.
The initial term of the BaseCamp Agreement continues until the later of January 2024 and the date when all services under all work orders have been completed.
We may terminate the BaseCamp Agreement in our discretion at any time by giving 90 days prior written notice to BaseCamp.
Employment Agreements
We have entered into employment agreements with our executive officers. For more information regarding the agreements with our named executive
officers, see Executive CompensationEmployment Agreements.
Consulting Agreement with Ann Leen
On October 1, 2018, we entered into a consulting agreement with Ann Leen, a founder and our Chief Scientific Officer. Pursuant to the consulting
agreement, Dr. Leen provides services to the Company in her role as Chief Scientific Officer. The consulting agreement, as amended on March 1, 2023, has a term that expires on December 31, 2023, following which the parties may renew
the agreement in one-year increments. Pursuant to the consulting agreement, we have agreed to pay Dr. Leen a consulting fee at a monthly rate of $25,133.33, and Dr. Leen is eligible to
receive a 40% annual performance bonus subject to approval of the Board. Dr. Leen is also entitled to reimbursement for expenses incurred in the course of rendering services under the consulting agreement.
Consulting Agreement with David Hallal
On
July 21, 2021, we entered into a consulting agreement with David Hallal, our Executive Chairman and former Chief Executive Officer. Pursuant to the consulting agreement, Mr. Hallal provided leadership and transition and
32
strategic consulting services to the CEO and leadership team. The consulting agreement expired on May 17, 2022. Pursuant to the consulting agreement, we agreed to pay Mr. Hallal a
consulting fee at an annual rate of $100,000, payable quarterly. Mr. Hallal was also entitled to reimbursement for expenses incurred in the course of rendering services under the consulting agreement.
Services Agreement with Marker Therapeutics
We
are party to a services agreement, or the Marker Agreement, with Marker Therapeutics, Inc., or Marker, pursuant to which Marker provides us with development services. Juan Vera, a current director and former executive officer of the Company, is
co-founder, director and chief development officer of Marker. During the term of the Marker Agreement, we and Marker may prepare work orders setting forth services to be provided by Marker. We have a $400,000 work order under the Marker Agreement
for long range process development and scale optimization services.
Director Compensation
See the section titled Director Compensation for information regarding compensation of our directors.
Indemnification Agreements
We have entered into
agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys fees), judgments, fines and settlement amounts reasonably
incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that persons status as a member of the Board to the maximum extent
allowed under Delaware law.
Policies for Approval of Related Party Transactions
The Board reviews and approves transactions with directors, officers and holders of 5% or more of our voting securities and their affiliates, each a related
party. Prior to our initial public offering, the material facts as to the related partys relationship or interest in the transaction were disclosed to the Board prior to their consideration of such transaction, and the transaction was not
considered approved by the Board unless a majority of the directors who were not interested in the transaction approved the transaction. Further, when stockholders were entitled to vote on a transaction with a related party, the material facts of
the related partys relationship or interest in the transaction were disclosed to the stockholders, who were asked to approve the transaction in good faith.
In connection with our initial public offering we adopted a written related party transactions policy that such transactions must be approved by our audit
committee. Pursuant to this policy, the audit committee has the primary responsibility for reviewing and approving or disapproving related party transactions, which are transactions between us and related persons in which the aggregate
amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. In reviewing any related person transaction, the audit committee will take into account, among other
factors that it deems appropriate, whether the related person transaction is on terms no less favorable to us than terms generally available in a transaction with an unaffiliated third-party under the same or similar circumstances, and the extent of
the related persons interest in the related person transaction. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each
case since the beginning of the most recently completed year, and their immediate family members.
33
AUDIT COMMITTEE REPORT
Report of the Audit Committee of the Board of Directors
This report is submitted by the Audit Committee of the board of directors (the Board) of AlloVir, Inc. (the Company). The Audit
Committee currently consists of the three directors whose names appear below. None of the members of the Audit Committee is an officer or employee of the Company, and the Board has determined that each member of the Audit Committee is
independent for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable rules of the Nasdaq Stock Market LLC (Nasdaq). Each member of
the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. The Board has designated Mr. Bornstein as an audit committee financial expert, as defined under the
applicable rules of the SEC. The Audit Committee operates under a written charter adopted by the Board.
The Audit Committees general role is to
assist the Board in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its charter.
The Audit
Committee has reviewed the Companys financial statements for the fiscal year ended December 31, 2022 and met with management, as well as with representatives of Deloitte & Touche LLP, the Companys independent registered
public accounting firm, to discuss the consolidated financial statements. The Audit Committee also discussed with members of Deloitte & Touche LLP the matters required to be discussed by the Auditing Standard No. 1301,
Communication with Audit Committees, as adopted by the Public Company Accounting Oversight Board.
In addition, the Audit Committee received
the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants communications with the Audit Committee
concerning independence, and discussed with members of Deloitte & Touche LLP its independence.
Based on these discussions, the financial
statement review and other matters it deemed relevant, the Audit Committee recommended to the Board that the Companys audited consolidated financial statements for the fiscal year ended December 31, 2022 be included in its Annual Report
on Form 10-K for the year ended 2022.
The information contained in this Audit Committee report shall not be
deemed to be soliciting material, filed or incorporated by reference into any past or future filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that the Company
specifically incorporates it by reference.
|
Respectfully submitted by the |
Audit Committee, |
|
Jeffrey Bornstein |
Morana Jovan-Embiricos |
34
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Deloitte & Touche LLP, independent registered public accounting firm, has been selected by the Audit Committee as auditors for
the Company for the fiscal year ending December 31, 2023. Deloitte & Touche LLP has served as the independent registered public accounting firm for the Company since 2016. A representative of Deloitte & Touche LLP is expected
to virtually attend the Annual Meeting with the opportunity to make a statement if he or she desires and to respond to appropriate questions.
The
Companys organizational documents do not require that the stockholders ratify the selection of Deloitte & Touche LLP as the Companys independent registered public accounting firm. The Company requests such ratification as a
matter of good corporate practice. The selection of Deloitte & Touche LLP as our independent registered public accounting firm will be ratified if the votes cast FOR exceed the votes cast AGAINST the proposal. Brokers, bankers and other
nominees have discretionary voting power on this routine matter. Abstentions and broker non-votes will have no effect on the ratification. If the stockholders do not ratify the selection, the Audit Committee
will reconsider whether to retain Deloitte & Touche LLP, but still may retain this firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that
such a change would be in the best interests of the Company and its stockholders.
Independent Registered Public Accounting Firm Fees
The following is a summary and description of fees incurred by Deloitte & Touche LLP for the fiscal years ended December 31, 2022 and 2021.
|
|
|
|
|
|
|
|
|
Fee Category |
|
Year ended December 31, 2022 |
|
|
Year ended December 31, 2021 |
|
Audit Fees (1) |
|
$ |
826,890 |
|
|
$ |
1,085,685 |
|
Audit-Related Fees |
|
|
|
|
|
|
|
|
Tax Fees (2) |
|
|
415,060 |
|
|
|
620,875 |
|
All Other Fees (3) |
|
|
|
|
|
|
383,000 |
|
Total |
|
$ |
1,241,950 |
|
|
$ |
2,089,560 |
|
|
|
|
|
|
|
|
|
|
(1) |
Audit Fees consist of fees for the audit of our annual consolidated financial statements, the
review of the interim consolidated financial statements and other professional services provided in connection with regulatory filings. |
(2) |
Tax Fees consist of tax compliance and advisory services. |
(3) |
All Other Fees consist of clinical operations,
pre-implementation assessment and supply chain consulting services. |
Pre-Approval Policies and Procedures
The Companys Audit Committee has adopted procedures requiring the pre-approval of all non-audit services performed by the Companys independent registered public accounting firm in order to assure that these services do not impair the
auditors independence. As a result of this approval process, the Audit Committee has pre-approved specific categories of services. All services outside of the specified categories can be approved by the
Chair of the Audit Committee, who has been delegated the authority to review and approve audit and non-audit related services during the year in between meetings. A listing of the audit and non-audit services and associated fees approved by the Chair outside the scope of the services and fees initially approved by the full Audit Committee is reported to the full Audit Committee no later than its next
meeting. The Audit Committee also regularly receives updates from management about the services actually performed and the associated fees
35
and expenses actually incurred. Management must obtain the specific prior approval of the Audit Committee or Chair of the Audit Committee for each engagement of the independent registered public
accounting firm to perform other audit-related or other non-audit services. The Audit Committee does not delegate its responsibility to approve services performed by the independent registered public
accounting firm to any member of management.
The standard applied by the Audit Committee in determining whether to grant approval of any type of non-audit service, or of any specific engagement to perform a non-audit service, is whether the services to be performed, the compensation to be paid for such services and
other related factors are consistent with the independent registered public accounting firms independence under guidelines of the SEC and applicable professional standards. Relevant considerations include whether the work product is likely to
be subject to, or implicated in, audit procedures during the audit of our financial statements, whether the independent registered public accounting firm would be functioning in the role of management or in an advocacy role, whether the independent
registered public accounting firms performance of the service would enhance our ability to manage or control risk or improve audit quality, whether such performance would increase efficiency because of the independent registered public
accounting firms familiarity with our business, personnel, culture, systems, risk profile and other factors, and whether the amount of fees involved, or the non-audit services portion of the total fees
payable to the independent registered public accounting firm in the period would tend to reduce the independent registered public accounting firms ability to exercise independent judgment in performing the audit.
Voting Requirement to Approve Proposal
For Proposal 2, a
majority of the votes properly cast is required to ratify the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2023.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR
THE RATIFICATION
OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL 2
ON YOUR PROXY CARD)
36
PROPOSAL 3: AMENDMENT OF THE COMPANYS CHARTER TO INCREASE THE AMOUNT OF AUTHORIZED
SHARES OF COMMON STOCK FROM 150,000,000 SHARES TO 300,000,000 SHARES
As of the record date, we had a total of 150,000,000 authorized shares of common
stock, 93,511,558 issued and outstanding shares of common stock, 14,299,530 outstanding shares of common stock under our employee equity incentive plans, on a fully diluted basis, taking into account shares issuable upon exercise of outstanding
options and vesting of restricted stock units, and 4,700,698 shares available under the Companys available equity incentive plans including the 2020 Plan and the Companys employee stock purchase plan.
The ability to issue equity is fundamental to our growth strategy:
|
|
|
In order to implement our growth strategy, we may need to raise additional financing through the issuance of
equity securities |
|
|
|
The availability of equity incentive compensation is necessary for the Company to attract, retain and motivate
the most high-performing executives and key employees who ultimately drive Company performance. |
Our Board adopted a resolution seeking
authorization of our stockholders to amend our Charter to increase our number of authorized shares of Common Stock from 150,000,000 shares to 300,000,000 shares (the Increase).
The total number of shares of capital stock which the Corporation shall have authority to issue is 310,000,000 shares, of which (i) 300,000,000 shares
shall be a class designated as common stock, par value $0.0001 per share (the Common Stock), and (ii) 10,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.0001 per share (the Undesignated
Preferred Stock).
To effect the Increase as proposed, we will file an amendment to our Charter, with the Secretary of State of Delaware,
substantially in the form as set forth above, providing that our authorized common stock will be 300,000,000 shares. The general description of the amendment set forth herein is a summary only and the full text of the proposed Charter Amendment is
attached as Annex A to this Proxy Statement.
The newly authorized shares will be available for our employee equity incentive plans and for
issuance from time to time to enable us to respond to future business opportunities requiring the issuance of shares, including common stock-based financings, acquisition or strategic joint venture transactions involving the issuance of common
stock, and for other general purposes that the Board may deem advisable. We are seeking approval for the amendment at this time because we may evaluate business opportunities that may require prompt action, and the Board believes the delay and
expense in seeking approval for additional authorized common stock at a special meeting of stockholders could deprive us of the ability to take advantage of potential opportunities. Without an increase in the number of authorized shares of common
stock, the Company may be constrained in its ability to raise capital and may lose important business opportunities, which could adversely affect our financial performance and growth.
The Board does not intend to issue any common stock except on terms that the Board deems to be in the best interests of the Company and its then existing
stockholders.
If the stockholders do not approve this Proposal, then the Company will not have needed additional shares available.
Certain Disadvantages of the Increase
If the authorized
number of shares of common stock increases from 150,000,000 shares to 300,000,000 shares as proposed by this Proposal Three, the Company will be able to issue more shares of common stock which could result in additional dilution to current
stockholders and which could have a negative effect on the market price of our common stock.
37
Principal Effects of the Increase
The Increase will affect all of our holders of common stock uniformly and will not affect any stockholders percentage ownership interests in our Company.
We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
Anti-Takeover Effects
Release No. 34-15230 of the staff of the Securities Exchange Commission requires disclosure and
discussion of the effects of any proposal that may be used as an anti-takeover device. Although not a factor in the decision by our Board to effect the increase of our authorized shares of common stock, one of the effects of having increased
additional shares of our authorized common stock available for issuance may be to enable the Board to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest, or otherwise,
and thereby protect the continuity of then present management. Unless prohibited by the regulations of applicable law or other agreements or restrictions, a sale of shares of common stock by us or other transactions in which the number of our
outstanding shares of common stock would be increased could dilute the interest of a party attempting to obtain control of us. The increase in available authorized common stock may make it more difficult for, prevent or deter a third-party from
acquiring control of the Company or changing our Board and management, as well as inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts.
The Increase is not being proposed in response to any effort of which we are aware to accumulate shares of common stock or obtain control of the Company.
While it is possible that our management could use the Increase to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of stockholders, we do not intend to construct or enable any
anti-takeover defense or mechanism on its behalf. We have no intent or plans to employ the Increase as an anti-takeover device and do not have any plans or proposals to adopt any other provisions or enter into other arrangements that may have
material anti-takeover consequences.
In addition to the Increase, provisions of our governing documents and applicable provisions of Delaware law may
also have anti-takeover effects, making it more difficult for or preventing a third-party from acquiring control of the Company or changing our Board and management. These provisions may also have the effect of deterring hostile takeovers or
delaying changes in the Companys control or in our management.
The Charter and bylaws do not provide for cumulative voting in the election of
directors. The combination of the present ownership by a relative few stockholders of a significant portion of the Companys voting capital stock and lack of cumulative voting makes it more difficult for other stockholders to replace the
members of the Board or for another party to obtain control of the Company by replacing our Board.
Potential Consequences if Stockholder Approval is
Obtained
The potential future issuances and sales of shares of our common stock would likely have a dilutive effect on a stockholders percentage
voting power and, consequently, could lead to a decrease in the market price of our common stock.
Voting Requirement to Approve Proposal
To approve Proposal 3, holders of a majority of the shares outstanding and entitled to vote on this proposal must vote FOR this proposal.
38
A majority of the members of the Board voted to seek the approval of our stockholders to amend the Charter
to increase our number of authorized shares of Common Stock from 150,000,000 shares to 300,000,000 shares.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR
AMENDMENT OF THE COMPANYS CHARTER TO INCREASE THE AMOUNT OF AUTHORIZED SHARES OF COMMON STOCK FROM 150,000,000 TO 300,000,000 SHARES
(PROPOSAL 3 ON YOUR PROXY CARD)
39
CORPORATE GOVERNANCE
Code of Business Conduct and Ethics
We are committed to
the highest standards of integrity and ethics in the way we conduct our business. In 2020, the Board adopted a Code of Business Conduct and Ethics, which applies to our directors, officers and employees, including our principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Code of Business Conduct and Ethics establishes our policies and expectations with respect to a wide range of business conduct,
including the preparation and maintenance of our financial and accounting information, our compliance with laws, and possible conflicts of interest.
Under our Code of Business Conduct and Ethics, each of our directors and employees is required to report suspected or actual violations to the extent
permitted by law. In addition, we have adopted separate procedures concerning the receipt and investigations of complaints relating to accounting or audit matters. These procedures have been adopted by the board of directors and are administered by
our Audit Committee.
A current copy of our Code of Business Conduct and Ethics is posted on our website at https://ir.allovir.com/corporate-governance.
If we make any substantive amendments to, or grant any 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 or in a current report on Form 8-K.
40
STOCKHOLDER PROPOSALS
Stockholder Recommendations for Director Nominations
Our
amended and restated bylaws provide that, for nominations of persons for election to the Board or other proposals to be considered at an annual meeting of our stockholders, a stockholder must give written notice to our corporate secretary at
AlloVir, Inc., 1100 Winter Street, Waltham, Massachusetts 02451, not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the first anniversary of the date of the preceding years annual meeting,
so that it is received by us no later than February 11, 2024. However, our amended and restated bylaws also provide that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date,
notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Any nomination must
include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, the persons written
consent to be named in the Proxy Statement and to serve as a director if elected and such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include a
brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such stockholder (and the beneficial owner) in the proposal. The proposal must be a
proper subject for stockholder action. In addition, to make a nomination or proposal, the stockholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the
name and address, as they appear on our books, of the stockholder proposing such business, the number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record by the stockholder proposing such business or its
affiliates or associates (as defined in Rule 12b-2 promulgated under the Exchange Act) and certain additional information.
The advance notice requirements for the Annual Meeting are as follows: a stockholders notice shall be timely if delivered to our corporate secretary
prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date of the annual
meeting for the preceding year. Our bylaws specify the requirements as to form and content of all stockholders notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.
Requirements for Stockholder Proposals to be Considered for Inclusion in the Companys Proxy Materials
In addition to the requirements stated above, any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2024 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no earlier than January 12, 2024 and no later than February 11, 2024. Such proposals must be delivered by mail to our corporate secretary at
AlloVir, Inc., 1100 Winter Street, Waltham, Massachusetts 02451. We also encourage you to submit any such proposals via email to ir@allovir.com.
WHERE YOU CAN FIND MORE INFORMATION
The
Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements, or other information that the Company files at the SECs public reference room at the
following location: 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-732-0330 for further information on the public reference room. The Companys SEC filings are also available to the public from commercial document retrieval services and at the website
maintained by the SEC at http://www.sec.gov. You may also read and copy any document the Company files with the SEC on our website at www.allovir.com under the Investors & Media menu.
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You should rely on the information contained in this document to vote your shares at the Annual Meeting. The
Company has not authorized anyone to provide you with information that is different from what is contained in this document. This document is dated
[ ], 2023. You should not assume that the information contained in this document is accurate as of any date other than that date,
and the mailing of this document to stockholders at any time after that date does not create an implication to the contrary. This Proxy Statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to
whom, it is unlawful to make such proxy solicitations in such jurisdiction.
FORM 10-K
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, file reports, proxy
statements and other information with the SEC. Reports, proxy statements and other information filed by us may be inspected without charge and copies obtained upon payment of prescribed fees from the Public Reference Section of the SEC at 100 F
Street, N.E., Washington, D.C. 20549, or by way of the SECs website, http://www.sec.gov.
We will provide without charge to each person to
whom a copy of the proxy statement is delivered, upon the written or oral request of any such persons, additional copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as
filed with the SEC. Requests for such copies should be addressed to:
AlloVir, Inc.
1100 Winter Street
Waltham, Massachusetts 02451
(617) 433-2605
Attention: Edward Miller, Secretary
IMPORTANT
NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS
We have adopted a procedure called householding, which the SEC has approved. Under
this procedure, we deliver a single copy of the Notice of Internet Availability and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such
stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly
a separate copy of the Notice of Internet Availability and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. This request may be submitted by contacting AlloVir,
Inc., 1100 Winter Street, Waltham, Massachusetts 02451, (617) 433-2605, Attention: Edward Miller, Secretary. The Company will deliver those documents to such stockholder promptly upon receiving the request.
Any such stockholder may also contact our Secretary using the above contact information if he or she would like to receive separate proxy statements, notice of internet availability and annual reports in the future. If you are receiving multiple
copies of our annual reports, notice of internet availability and proxy statements, you may request householding in the future by contacting our Secretary.
OTHER BUSINESS
The Board knows of no
business to be brought before the 2023 Annual Meeting which is not referred to in the accompanying Notice of Annual Meeting. Should any such matters be presented, the persons named in the proxy shall have the authority to take such action in regard
to such matters as in their judgment seems advisable. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the 2023 Annual Meeting unless
they receive instructions from you with respect to such matter.
42
ANNEX A CHARTER AMENDMENT
CERTIFICATE OF AMENDMENT TO
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ALLOVIR, INC.
(Pursuant to Section 242 of the
Delaware General Corporation Law)
AlloVir, Inc.
(the Corporation), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the DGCL), does hereby certify as follows:
A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the DGCL setting forth a proposed amendment to the
Amended and Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment in accordance with Section 242 of the DGCL. The
resolution setting forth the amendment is as follows:
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RESOLVED: |
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That the first paragraph of Article IV of the Third Amended and Restated Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof: |
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The total number of shares of capital stock which the Corporation shall have authority to issue is 310,000,000, of which (i) 300,000,000 shares shall be a class designated as common stock, par value $0.0001 per share (the
Common Stock), and (ii) 10,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.0001 per share (the Undesignated Preferred Stock). |
***
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by its duly authorized officer this day of May,
2023.
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ALLOVIR, INC. |
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By: |
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Name: Diana Brainard |
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Title: Chief Executive Officer |
A-1
allovir ALLOVIR, INC. C/O PROXY SERVICES P.O. BOX 9142 FARMINGDALE, NY 11735 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ALVR2023 You may
attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have
provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V05935-P91292 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ALLOVIR, INC. The Board of Directors recommends you vote FOR the following: Vote on Directors 1. Election of Directors Nominees: For Withhold 1a. Jeffrey Bornstein [ ]
[ ] 1b. Diana Brainard, M.D. [ ] [ ] 1c. David Hallal [ ] [ ] 1d. Shawn Tomasello [ ]
[ ] Vote on Proposals The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. Proposal to ratify the selection of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2023. [ ] [ ] [ ] 3. Proposal to amend our charter to increase the authorized shares of common stock from
150,000,000 to 300,000,000. [ ] [ ] [ ] The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s).
If no direction is made, this proxy will be voted FOR items 1, 2 and 3. If any other matters properly come before the meeting, or if cumulative voting is required, the person named in this proxy will vote in their discretion Please sign exactly as
your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in
full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report and
Form 10-K are available at www.proxyvote.com. V05936-P91292 ALLOVIR, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS VIRTUAL ANNUAL MEETING OF STOCKHOLDERS May 11, 2023 9:00 am The
stockholder(s) hereby appoint(s) Diana Brainard, Vikas Sinha and Edward Miller, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side
of this ballot, all of the shares of Common Stock of AlloVir, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held online at 9:00 am Eastern Time on May 11, 2023, and any adjournment or postponement
thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR
PROPOSALS 2 AND 3. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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