UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant ☒
Filed by a party other than the Registrant
☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
Homology Medicines, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11
Homology Medicines, Inc.
NOTICE & PROXY STATEMENT
Annual Meeting of Stockholders
June 14, 2023
8:30 a.m. (Eastern time)
HOMOLOGY MEDICINES, INC. ONE PATRIOTS PARK
BEDFORD, MASSACHUSETTS 01730
April 28, 2023
To Our Stockholders:
You are cordially invited to attend the 2023 Annual Meeting of
Stockholders (the “Annual Meeting”) of Homology Medicines, Inc. at
8:30 a.m. Eastern time, on Wednesday, June 14, 2023. The Annual
Meeting will be a completely virtual meeting which will be
conducted via live webcast, providing a consistent experience to
all shareholders regardless of location. You will be able to attend
the Annual Meeting online, vote your shares electronically and
submit your questions during the Annual Meeting at
www.virtualshareholdermeeting.com/FIXX2023.
There will not be a physical meeting location and you will not be
able to attend the Annual Meeting in person. For further
information on how to participate in the meeting, please see the
section entitled “Who can attend the Annual Meeting?” on page 4 of
the accompanying proxy statement.
The Notice of Annual Meeting of Stockholders and Proxy Statement on
the following pages describe the matters to be presented at the
Annual Meeting.
Whether or not you participate in the Annual Meeting online, it is
important that your shares be represented and voted at the Annual
Meeting. Therefore, I urge you to promptly vote and submit your
proxy by phone, via the Internet, or, if you received paper copies
of these materials, by signing, dating and returning the enclosed
proxy card in the enclosed envelope, which requires no postage if
mailed in the United States. If you have received our Notice of
Internet Availability of Proxy Materials, then instructions
regarding how you can vote are contained in that notice. If you
have received a printed proxy card, then instructions regarding how
you can vote are contained on the proxy card. If you decide to
attend the Annual Meeting online, you will be able to vote your
shares electronically, even if you have previously submitted your
proxy.
Thank you for your support. Sincerely,
Albert Seymour, Ph.D.
President and Chief Executive Officer and Director
TABLE
OF CONTENTS
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NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, June 14, 2023
HOMOLOGY MEDICINES, INC.
ONE PATRIOTS PARK BEDFORD, MASSACHUSETTS 01730
The Annual Meeting of Stockholders (the “Annual Meeting”) of
Homology Medicines, Inc., a Delaware corporation (the “Company,”
“we,” “us,” “our,” or “Homology”), will be held at 8:30 a.m.
Eastern time on Wednesday, June 14, 2023, online at
www.virtualshareholdermeeting.com/FIXX2023,
for the following purposes:
•
To elect Steven Gillis, Ph.D. and Albert Seymour, Ph.D. as Class II
directors to serve until the Company’s 2026 Annual Meeting of
Stockholders, and until their respective successors shall have been
duly elected and qualified;
•
To ratify the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2023; and
•
To transact such other business as may properly come before the
Annual Meeting or any continuation, postponement, or adjournment of
the Annual Meeting.
Holders of record of our Common Stock as of the close of business
on April 17, 2023 are entitled to notice of and to vote at the
Annual Meeting, or any continuation, postponement or adjournment of
the Annual Meeting. A complete list of such stockholders will be
open to the examination by any stockholder for a period of 10 days
prior to the Annual Meeting for any purpose germane to the meeting
by sending an email to IR@homologymedicines.com, stating the
purpose of the request and providing proof of ownership of Company
stock. The list of these stockholders will also be available on the
bottom of your screen during the Annual Meeting after entering the
16-digit control number included on your Notice of Internet
Availability of Proxy Materials, on your proxy card or on the
instructions that accompanied your proxy materials. The Annual
Meeting may be continued or adjourned from time to time without
notice other than by announcement at the Annual Meeting.
It is important that your shares be represented regardless of the
number of shares you may hold. Whether or not you plan to
participate in the Annual Meeting, we urge you to vote your shares
via the toll-free telephone number or over the Internet, as
described in the enclosed materials. If you received a copy of the
proxy card by mail, you may sign, date and mail the proxy card in
the enclosed return envelope. Promptly voting your shares will
ensure the presence of a quorum at the Annual Meeting and will save
us the expense of further solicitation. Submitting your proxy now
will not prevent you from voting your shares at the Annual Meeting
if you desire to do so, as your proxy is revocable at your
option.
By Order of the Board of Directors
W. Bradford Smith
Chief Financial and Business Officer and Treasurer
Bedford, Massachusetts
April 28, 2023
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PROXY
STATEMENT
HOMOLOGY MEDICINES, INC.
ONE PATRIOTS PARK BEDFORD, MASSACHUSETTS 01730
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Homology Medicines, Inc.
(the “Board” or the “Board of Directors”) of proxies to be voted at
our Annual Meeting of Stockholders to be held on Wednesday, June
14, 2023 (the “Annual Meeting”), at 8:30 a.m. Eastern time, and at
any continuation, postponement, or adjournment of the Annual
Meeting. The Annual Meeting will be a completely virtual meeting,
which will be conducted via live webcast. You will be able to
attend the Annual Meeting online and submit your questions during
the meeting by visiting
www.virtualshareholdermeeting.com/FIXX2023
and entering your 16-digit control number included on your Notice
of Internet Availability of Proxy Materials (the “Internet
Notice”), on your proxy card or on the instructions that
accompanied your proxy materials. Holders of record of shares of
our common stock, $0.0001 par value per share, as of the close of
business on April 17, 2023 (the “Record Date”), will be entitled to
notice of and to vote at the Annual Meeting and any continuation,
postponement, or adjournment of the Annual Meeting. As of the
Record Date, there were 57,794,767 shares of common stock
outstanding and entitled to vote at the Annual Meeting. Each share
of common stock is entitled to one vote on any matter presented to
stockholders at the Annual Meeting.
This proxy statement and the Company’s Annual Report to
Stockholders for the year ended December 31, 2022 (the “2022 Annual
Report”) will be released on or about April 28, 2023 to our
stockholders on the Record Date.
Unless otherwise indicated, in this proxy statement, “Homology,”
“Company,” “we,” “us,” and “our,” refer to
Homology Medicines, Inc.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JUNE 14,
2023
This Proxy Statement and our 2022 Annual Report to Stockholders are
available
at www.proxyvote.com/.
Proposals
At the Annual Meeting, our stockholders will be asked:
•
To elect Steven Gillis, Ph.D. and Albert Seymour, Ph.D. as Class II
directors to serve until the Company’s 2026 Annual Meeting of
Stockholders, and until their respective successors shall have been
duly elected and qualified;
•
To ratify the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2023; and
•
To transact such other business as may properly come before the
Annual Meeting or any continuation, postponement, or adjournment of
the Annual Meeting.
We know of no other business that will be presented at the Annual
Meeting. If any other matter properly comes before the stockholders
for a vote at the Annual Meeting, however, the proxy holders named
on the Company’s proxy card will vote your shares in accordance
with their best judgment.
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Recommendations
of the Board
The Board of Directors recommends that you vote your shares as
indicated below. If you return a properly completed proxy card, or
vote your shares by telephone or Internet, your shares of common
stock will be voted on your behalf as you direct. If not otherwise
specified, the shares of common stock represented by the proxies
will be voted, and the Board of Directors recommends that you
vote:
•
FOR the election of Steven Gillis, Ph.D. and Albert Seymour, Ph.D.
as Class II Directors; and
•
FOR the ratification of the appointment of Deloitte & Touche
LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2023.
If any other matter properly comes before the stockholders for a
vote at the Annual Meeting, the proxy holders named on the
Company’s proxy card will vote your shares in accordance with their
best judgment.
Information
About This Proxy Statement
Why you Received this Proxy Statement.
You are viewing or have received these proxy materials because
Homology’s Board of Directors is soliciting your proxy to vote your
shares at the Annual Meeting. This proxy statement includes
information that we are required to provide to you under the rules
of the Securities and Exchange Commission (“SEC”) and that is
designed to assist you in voting your shares.
Notice of Internet Availability of Proxy Materials.
As permitted by SEC rules, Homology is making this proxy statement
and its 2022 Annual Report available to its stockholders
electronically via the Internet. On or about April 28, 2023, we
commenced mailing to our stockholders an Internet Notice containing
instructions on how to access this proxy statement and our 2022
Annual Report and vote online. If you received an Internet Notice
by mail, you will not receive a printed copy of the proxy materials
in the mail unless you specifically request them. Instead, the
Internet Notice instructs you on how to access and review all of
the important information contained in the proxy statement and 2022
Annual Report. The Internet Notice also instructs you on how you
may submit your proxy over the Internet. If you received an
Internet Notice by mail and would like to receive a printed copy of
our proxy materials, you should follow the instructions for
requesting such materials contained on the Internet
Notice.
Printed Copies of Our Proxy Materials.
If you received printed copies of our proxy materials, then
instructions regarding how you can vote are contained on the proxy
card included in the materials.
Householding.
The SEC’s rules permit us and intermediaries (i.e., brokers, banks
and other agents) to deliver a single set of proxy materials to one
address shared by two or more of our stockholders. This delivery
method is referred to as “householding” and can result in extra
convenience for stockholders, significant cost savings for
companies with respect to printing and mailing costs, and a
reduction in the environmental impact of annual meetings. To take
advantage of this opportunity, we and a number of intermediaries
with account holders who are our stockholders have delivered only
one set of proxy materials to multiple stockholders who share an
address, unless we received contrary instructions from the impacted
stockholders prior to the mailing date. A proxy card or voting
instruction form will be delivered for each for each of the
stockholders sharing an address. We agree to deliver promptly, upon
written or oral request, a separate copy of the proxy materials, as
requested, to any stockholder at the shared address to which a
single copy of those documents was delivered. If you prefer to
receive separate copies of the proxy materials, contact Broadridge
Financial Solutions, Inc. at 1-866-540-7095 or in writing at
Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New
York 11717.
If you are currently a stockholder sharing an address with another
stockholder and wish to receive only one copy of future proxy
materials for your household, please contact Broadridge at the
above phone number or address.
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QUESTIONS
AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF
STOCKHOLDERS
Who is entitled to vote at the Annual Meeting?
The Record Date for the Annual Meeting is April 17, 2023. You are
entitled to vote at the Annual Meeting and at any postponement or
adjournment thereof only if you were a stockholder of record at the
close of business on that date, or if you hold a valid proxy for
the Annual Meeting. Each outstanding share of common stock is
entitled to one vote for all matters before the Annual Meeting. At
the close of business on the Record Date, there were 57,794,767
shares of common stock outstanding and entitled to vote at the
Annual Meeting.
What is the difference between being a “record holder” and holding
shares in “street name”?
A record holder holds shares in his or her name. Shares held in
“street name” means shares that are held in the name of a bank,
broker or other agent on a person’s behalf.
Am I entitled to vote if my shares are held in “street
name”?
Yes. If your shares are held by a bank, brokerage firm or other
agent, you are considered the “beneficial owner” of those shares
held in “street name.” If your shares are held in street name,
these proxy materials are being provided to you by your bank,
brokerage firm or other agent, along with a voting instruction card
if you received printed copies of our proxy materials. As the
beneficial owner, you have the right to direct your bank, brokerage
firm or other agent how to vote your shares, and the bank or
brokerage firm is required to vote your shares in accordance with
your instructions. If your shares are held in street name, please
refer to the information provided by your bank, broker or other
agent on how to submit your voting instructions.
Who can attend the Annual Meeting?
You may attend the Annual Meeting online only if you are a Homology
stockholder who is entitled to vote at the Annual Meeting, or if
you hold a valid proxy for the Annual Meeting. There will not be a
physical meeting location and you will not be able to attend in
person. You may attend and participate in the Annual Meeting by
visiting the following website:
www.virtualshareholdermeeting.com/FIXX2023.
To attend and participate in the Annual Meeting, you will need the
16-digit control number included in your Internet Notice, on your
proxy card or on the instructions that accompanied your proxy
materials. If your shares are held in “street name,” you should
contact your bank or broker to obtain your 16-digit control number
or otherwise vote through the bank or broker. If you lose your
16-digit control number, you may join the Annual Meeting as a
“Guest” but you will not be able to vote, ask questions or access
the list of stockholders as of the Record Date. The Annual Meeting
webcast will begin promptly at 8:30 a.m. Eastern time. We encourage
you to access the Annual Meeting prior to the start time to allow
ample time for check-in procedures.
What if during the check-in time or during the Annual Meeting I
have technical difficulties or trouble accessing the virtual
meeting website?
We will have technicians ready to assist you with any technical
difficulties you may have accessing the virtual meeting website. If
you encounter any technical difficulties with the virtual meeting
platform on the meeting day, please call the following applicable
number for technical support: 800-586-1548 (United States);
303-562-9288 (International).
Will there be a question-and-answer session during the Annual
Meeting?
As part of the Annual Meeting, we will hold a live Q&A session,
during which we intend to answer questions submitted during the
meeting that are pertinent to the Company and the meeting matters,
as time permits. Only stockholders that have accessed the Annual
Meeting as a stockholder (rather than a “Guest”) by following the
procedures outlined above in “Who can attend the Annual Meeting?”
will be permitted to submit questions during the Annual Meeting.
Each stockholder is limited to no more than two questions.
Questions should be succinct and only cover a single topic. We will
not address questions that are, among other things:
•
irrelevant to the business of the Company or to the business of the
Annual Meeting;
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related to material non-public information of the Company,
including the status or results of our business since our last
Quarterly Report on Form 10-Q;
•
related to any pending, threatened or ongoing
litigation;
•
related to personal grievances;
•
derogatory references to individuals or that are otherwise in bad
taste;
•
substantially repetitious of questions already made by another
stockholder;
•
in excess of the two-question limit;
•
in furtherance of the stockholder’s personal or business interests;
or
•
out of order or not otherwise suitable for the conduct of the
Annual Meeting as determined by the Chair or Secretary in their
reasonable judgment.
Additional information regarding the Q&A session will be made
available in the “Rules of Conduct” available on the Annual Meeting
webpage for stockholders that have accessed the Annual Meeting as a
stockholder (rather than a “Guest”) by following the procedures
outlined above in “Who can attend the Annual Meeting?”.
How many shares must be present to hold the Annual
Meeting?
A quorum must be present at the Annual Meeting for any business to
be conducted. The presence at the Annual Meeting, online or by
proxy, of the holders of a majority in voting power of the common
stock issued and outstanding and entitled to vote on the Record
Date will constitute a quorum.
What if a quorum is not present at the Annual Meeting?
If a quorum is not present at the scheduled time of the Annual
Meeting, the Chairperson of the Annual Meeting is authorized by our
Amended and Restated Bylaws to adjourn the Annual Meeting, without
the vote of stockholders.
What does it mean if I receive more than one Internet Notice or
more than one set of proxy materials?
It means that your shares are held in more than one account at the
transfer agent and/or with banks or brokers. Please vote all of
your shares. To ensure that all of your shares are voted, for each
Internet Notice or set of proxy materials, please submit your proxy
by phone, via the Internet, or, if you received printed copies of
the proxy materials, by signing, dating and returning the enclosed
proxy card in the enclosed envelope.
How do I vote?
Stockholders of Record.
If you are a stockholder of record, you may vote:
•
By Internet—You can vote over the Internet at
www.proxyvote.com by
following the instructions on the Internet Notice or proxy
card;
•
By Telephone—You can vote by telephone by calling 1-800-690-6903
and following the instructions on the Internet Notice or proxy
card;
•
By Mail—You can vote by mail by signing, dating and mailing the
proxy card, which you may have received by mail; or
•
Electronically at the Annual Meeting—If you attend the meeting
online, you will need the 16-digit control number included in your
Internet Notice, on your proxy card or on the instructions that
accompanied your proxy materials to vote electronically during the
meeting.
Internet and telephone voting facilities for stockholders of record
will be made available 24 hours a day and will close at 11:59 p.m.,
Eastern time, on Tuesday, June 13, 2023. To participate in the
Annual Meeting, including to vote via the Internet or telephone,
you will need the 16-digit control number included on your Internet
Notice, on your proxy card or on the instructions that accompanied
your proxy materials.
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Whether or not you expect to attend the Annual Meeting online, we
urge you to vote your shares as promptly as possible to ensure your
representation and the presence of a quorum at the Annual Meeting.
If you submit your proxy, you may still decide to attend the Annual
Meeting and vote your shares electronically.
Beneficial Owners of Shares Held in “Street Name.”
If your shares are held in street name through a bank or broker,
you will receive instructions on how to vote from the bank or
broker. You must follow their instructions in order for your shares
to be voted. Internet and telephone voting also may be offered to
stockholders owning shares through certain banks and brokers. If
your shares are not registered in your own name and you would like
to vote your shares electronically at the Annual Meeting, you
should contact your bank or broker to obtain your 16-digit control
number or otherwise vote through the bank or broker. If you lose
your 16-digit control number, you may join the Annual Meeting as a
“Guest” but you will not be able to vote, ask questions or access
the list of stockholders as of the Record Date. You will need to
obtain your own Internet access if you choose to attend the Annual
Meeting online and/or vote over the Internet.
Can I change my vote after I submit my proxy?
Yes.
If you are a stockholder of record, you may revoke your proxy and
change your vote:
•
by submitting a duly executed proxy bearing a later
date;
•
by granting a subsequent proxy through the Internet or
telephone;
•
by giving written notice of revocation to the Secretary of Homology
prior to or at the Annual Meeting; or
•
by voting electronically at the Annual Meeting.
Your most recent proxy card or Internet or telephone proxy is the
one that is counted. Your attendance at the Annual Meeting by
itself will not revoke your proxy unless you give written notice of
revocation to the Secretary before your proxy is voted or you vote
electronically at the Annual Meeting.
If you are a beneficial holder of shares or if your shares are held
in street name, you may change or revoke your voting instructions
by following the specific directions provided to you by your bank,
broker or other agent, or you may vote electronically at the Annual
Meeting by using your 16-digit control number or otherwise voting
through the bank or broker.
Who will count the votes?
A representative of Broadridge Financial Solutions, Inc., our
inspector of election, will tabulate and certify the
votes.
What if I do not specify how my shares are to be voted?
If you submit a proxy but do not indicate any voting instructions,
the persons named as proxies on the Company's proxy card will vote
in accordance with the recommendations of the Board of Directors.
The Board of Directors’ recommendations are indicated on page 3 of
this proxy statement, as well as with the description of each
proposal in this proxy statement.
Will any other business be conducted at the Annual
Meeting?
We know of no other business that will be presented at the Annual
Meeting. If any other matter properly comes before the stockholders
for a vote at the Annual Meeting; however, the proxy holders named
on the Company's proxy card will vote your shares in accordance
with their best judgment.
6
How many votes are required for the approval of the proposals to be
voted
upon and how will abstentions and broker non-votes be
treated?
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Proposal
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Votes required
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Effect of Votes
Withheld / Abstentions
and Broker Non-Votes
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Proposal 1:
Election of Directors
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The plurality of the votes cast.
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Votes withheld and broker non-votes will have no effect.
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This means that the two nominees receiving the highest number of
affirmative “FOR” votes will be elected as Class II
Directors.
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Proposal 2:
Ratification of Appointment of Independent Registered Public
Accounting Firm
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The affirmative vote of the holders of a majority in voting power
of the votes cast affirmatively or negatively.
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Abstentions will have no effect. We do not expect any broker
non-votes on this proposal.
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What is a “vote withheld” and an “abstention” and how will votes
withheld and abstentions be treated?
A “vote withheld,” in the case of the proposal regarding the
election of directors, or an “abstention,” in the case of the
proposal regarding the ratification of the appointment of Deloitte
& Touche LLP as our independent registered public accounting
firm, represents a stockholder’s affirmative choice to decline to
vote on a proposal. Votes withheld and abstentions are counted as
present and entitled to vote for purposes of determining a quorum.
Votes withheld have no effect on the election of directors.
Abstentions have no effect on the ratification of the appointment
of Deloitte & Touche LLP as our independent registered public
accounting firm.
What are broker non-votes and do they count for determining a
quorum?
Generally, broker non-votes occur when shares held by a broker or
other agent in “street name” for a beneficial owner are not voted
with respect to a particular proposal because the broker or other
agent (1) has not received voting instructions from the beneficial
owner and (2) lacks discretionary voting power to vote those
shares. A broker or other agent is entitled to vote shares held for
a beneficial owner on routine matters, such as the ratification of
the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm, without instructions from the
beneficial owner of those shares. On the other hand, absent
instructions from the beneficial owner of such shares, a broker is
not entitled to vote shares held for a beneficial owner on
non-routine matters, such as the election of directors. Broker
non-votes count for purposes of determining whether a quorum is
present.
Where can I find the voting results of the Annual
Meeting?
We plan to announce preliminary voting results at the Annual
Meeting and we will report the final results in a
Current Report on Form 8-K, which we intend to file with the SEC
within four business days of the Annual Meeting.
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Proposal
1: Election of Directors
As set forth in our Restated Certificate of Incorporation, the
Board of Directors is currently divided into three classes with
staggered, three-year terms. At each annual meeting of
stockholders, the successors to directors whose terms then expire
will be elected to serve from the time of election and
qualification until the third annual meeting following election.
The current class structure is as follows: Class I, whose term will
expire at the 2025 Annual Meeting of Stockholders; Class II, whose
current term expires at the 2023 Annual Meeting of Stockholders
and, if elected at the Annual Meeting, whose subsequent term will
expire at the 2026 Annual Meeting of Stockholders; and Class III,
whose term will expire at the 2024 Annual Meeting of Stockholders.
We currently have eight (8) directors on our Board. The current
Class I Directors are Jeffrey V. Poulton and Alise S. Reicin, M.D.;
the current Class II Directors are Steven Gillis, Ph.D., Richard J.
Gregory, Ph.D., and Albert Seymour, Ph.D.; and the current Class
III Directors are Matthew R. Patterson, Mary Thistle and Arthur O.
Tzianabos, Ph.D.
Our Restated Certificate of Incorporation and Amended and Restated
Bylaws provide that the authorized number of directors may be
changed only by resolution of the Board 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. The division of our Board of Directors into three
classes with staggered three-year terms may delay or prevent a
change of our management or a change in control of our Company. Our
directors may be removed only for cause by the affirmative vote of
the holders of at least two-thirds of our outstanding voting stock
entitled to vote in the election of directors.
Nominees
for Election as Directors
At the Annual Meeting, two (2) Class II Directors are to be elected
to hold office until the Annual Meeting of Stockholders to be held
in 2026 and until each director’s successor is elected and
qualified or until each director’s earlier death, resignation or
removal. We currently have three (3) Class II Directors: Steven
Gillis, Ph.D., who has served on our Board since 2016, Richard J.
Gregory, Ph.D., who has served on our Board since 2015 and Albert
Seymour, Ph.D. who has served on our Board since 2022. The Board
has nominated two (2) of the three (3) directors currently serving
as Class II directors, Steven Gillis, Ph.D. and Albert Seymour,
Ph.D., as candidates for election as Class II Directors at the
Annual Meeting. Richard J. Gregory, Ph.D. has not been nominated
for election as a Class II Director at the Annual Meeting following
the end of his current term. Proxies cannot be voted for a greater
number of persons than the number of nominees named in this
proposal.
If you submit a proxy but do not indicate any voting instructions,
the persons named as proxies will vote the shares of common stock
represented thereby for the election as Class II Directors of the
persons whose names and biographies appear below. In the event that
any of Dr. Gillis or Dr. Seymour should become unable to serve, or
for good cause will not serve, as a director, it is intended that
votes will be cast for a substitute nominee designated by our Board
or the Board may elect to reduce its size. The Board of Directors
has no reason to believe that either of Dr. Gillis or Dr. Seymour
will be unable to serve if elected. Each of Dr. Gillis and Dr.
Seymour has consented to being named in this proxy statement and to
serve if elected.
Vote required
The proposal regarding the election of directors requires the
approval of a plurality of the votes cast. This means that the two
(2) nominees receiving the highest number of affirmative “FOR”
votes will be elected as Class II Directors. Votes withheld and
broker non-votes are not considered to be votes cast and,
accordingly, will have no effect on the outcome of the vote on this
proposal.
Recommendation
of the Board of Directors
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The Board of Directors unanimously recommends a vote FOR the
election of each of the below Class II Director
nominees.
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8
Class
II Director Nominees (term to expire at the 2026 Annual
Meeting)
The current members of the Board of Directors who are also nominees
for election to the Board of Directors as Class II Directors are as
follows:
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Name
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Age
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Position with
Homology
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|
Served as a
Director Since
|
|
Steven Gillis, Ph.D.
|
|
70
|
|
Director
|
|
2016
|
|
Albert Seymour, Ph.D.
|
|
55
|
|
President and Chief Executive Officer and Director
|
|
2022
|
The principal occupations and business experience, for at least the
past five years, of each Class II Director nominee for election at
the Annual Meeting are as follows:
Steven Gillis, Ph.D.
Steven Gillis, Ph.D.
has served as a member of our Board of Directors since 2016. Since
2005, Dr. Gillis has been a managing director at ARCH Venture
Partners, a venture capital firm. From 1994 to 2005, Dr. Gillis
served as Chief Executive Officer and chairman of the board of
directors of Corixa Corporation, which he co-founded in October
1994. Previously, Dr. Gillis served as Director, Head of Research
and Development, Chief Scientific Officer and acting Chief
Executive Officer of Immunex Corporation, which he co-founded, from
1981 until his departure in 1994. As a former director and chairman
of Trubion Pharmaceuticals, Inc., Dr. Gillis led its acquisition by
Emergent BioSolutions in the fall 2010. Dr. Gillis has served as a
director of Takeda Pharmaceutical Company Limited (and as director
of Shire plc prior to its acquisition by Takeda) since January
2019. In addition, Dr. Gillis has also served as a director and
chairman of VBI Vaccines Inc. since May 2016 and as a director and
chairman of Codiak BioSciences, Inc. since November 2015. Dr.
Gillis also currently serves as a director of several private
companies. Dr. Gillis previously served as a director at Pulmatrix,
Inc. from 2008 to 2020 and at bluebird bio, Inc. from 2011 to 2015.
Dr. Gillis received his B.A. in Biology and English from Williams
College and his Ph.D. in Biological Science from Dartmouth College.
We believe that Dr. Gillis’s knowledge of immunology, experience as
a founder and executive officer of several biotechnology companies
and experience in the venture capital industry, particularly with
life science companies, qualifies him to serve as a member of our
Board of Directors.
Albert Seymour, Ph.D.
Albert Seymour, Ph.D.
has served as our Chief Executive Officer and a member of our Board
of Directors since September 2022 and as our President since April
2022. Previously, Dr. Seymour served as our Chief Scientific
Officer from April 2016 to April 2022. Prior to joining the
Company, Dr. Seymour was Senior Vice President, Head of Global
Research and Nonclinical Development at Shire plc, a biotechnology
company, from 2011 to 2016. Dr. Seymour received his B.A. in
Biology from the University of Delaware, an M.S. from Johns Hopkins
University School of Medicine and his Ph.D. in Human Genetics from
the University of Pittsburgh. We believe that Dr. Seymour’s
extensive knowledge of our Company and industry qualifies him to
serve as a member of our Board of Directors.
Continuing members of the Board of Directors
Class
III Directors (term to expire at the 2024 Annual
Meeting)
The current members of the Board of Directors who are Class III
Directors are as follows:
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position with
Homology
|
|
Served as a
Director Since
|
|
Matthew R. Patterson
|
|
51
|
|
Director
|
|
2018
|
|
Mary Thistle
|
|
63
|
|
Director
|
|
2018
|
|
Arthur O. Tzianabos, Ph.D.
|
|
60
|
|
Chairman of the Board
|
|
2016
|
9
The principal occupations and business experience, for at least the
past five years, of our Class III Directors are as
follows:
Matthew R. Patterson
Matthew R. Patterson
has served as a member of our Board of Directors since 2018. Mr.
Patterson has served as chairman of the board of directors and
Chief Executive Officer of Iris Medicine, Inc., a biotechnology
company, since July 2022. He has also served as chairman of the
board of directors of Vor Biopharma, Inc. since October 2020 and
executive chairman of the board of directors of Remix Therapeutics
Inc. since February 2021. Mr. Patterson is the co-founder of
Audentes Therapeutics, Inc., a biotechnology company, and served as
its Chief Executive Officer from November 2012 until its
acquisition by Astellas Pharma Inc. in January 2020. Mr. Patterson
also served as Audentes’ chairman of the board of directors from
November 2012 to January 2020, and formerly served as its President
until May 2018. Prior to that, Mr. Patterson was the
Entrepreneur-In-Residence at OrbiMed Advisors LLC. Prior to
OrbiMed, Mr. Patterson served in roles at Amicus Therapeutics,
Inc., BioMarin Pharmaceutical Inc. and Genzyme Corporation. Mr.
Patterson has served as a director of Vor Biopharma, Inc. since
October 2020 and 5:01 Acquisition Corp. from September 2020 to
October 2022. Mr. Patterson holds a B.A. in Biochemistry from
Bowdoin College. We believe that Mr. Patterson’s experience in the
biotechnology and biopharmaceutical industries, as well as his
service on the board of directors of a public company provide him
with the qualifications to serve as a director of our
Company.
Mary Thistle
Mary Thistle
has served as a member of our Board of Directors since 2018. Ms.
Thistle served as Special Advisor to the Bill & Melinda Gates
Medical Research Institute, a non-profit biotech organization, from
the fall of 2020 to June 2022, and previously served as the
organization’s Chief of Staff from January 2018 to the fall of
2020. Prior to that, she held senior leadership positions at
Dimension Therapeutics, Inc., a gene therapy company, including
Chief Operating Officer from 2016 to 2017 and Chief Business
Officer from 2015 to 2016. Prior to joining Dimension Therapeutics,
Inc., she spent six years at Cubist Pharmaceuticals, Inc., a
biopharmaceutical company, where she held various leadership
positions, including Senior Vice President, Business Development
from 2014 to 2015, Vice President, Business Development from 2012
to 2013 and Senior Director, Business Development from 2009 to
2012. Prior to that, she held various positions at ViaCell, Inc.
and PerkinElmer Inc. Ms. Thistle has served on the board of
directors of Alaunos Therapeutics, Inc., formerly known as Ziopharm
Oncology, Inc. since November 2020, Entrada Therapeutics, Inc.
since May 2021 and Vigil Neuroscience, Inc. since April 2022. Ms.
Thistle holds a B.S. in Business and Accounting from the University
of Massachusetts, Boston and is a former Certified Public
Accountant. We believe that Ms. Thistle is qualified to serve on
our Board of Directors due to her finance and business development
background and industry experience.
Arthur O. Tzianabos, Ph.D.
Arthur O. Tzianabos, Ph.D.
has served as the Chairman of our Board of Directors since
September 2022 and he has served as a member of our board since
April 2016. Dr. Tzianabos has served as Venture Partner at 5AM
Ventures since September 2022. Dr. Tzianabos was our President and
Chief Executive Officer from April 2016 to September 2022. Dr.
Tzianabos joined Homology from OvaScience, Inc., a biotechnology
company (which has since merged with and into Millendo
Therapeutics, Inc.), where he served as President and Chief
Scientific Officer from September 2013 to March 2016. Prior to
OvaScience, Dr. Tzianabos spent eight years at Shire plc, a
biotechnology company, where he served in positions of increasing
responsibility, including Senior Director, Discovery Research, Vice
President, Program Management and Senior Vice President and Head,
Research and Early Development. From 1992 to 2005, Dr. Tzianabos
was a faculty member at Harvard Medical School and maintained
laboratories at the Channing Laboratory, Brigham and Women’s
Hospital and the Department of Microbiology and Molecular Genetics
at Harvard Medical School. Dr. Tzianabos has served as a director
of Stoke Therapeutics, Inc., a public biotechnology company, since
April 2018. Dr. Tzianabos previously served as chairman of the
board of directors of Akouos, Inc., a public biotechnology company,
from July 2018 until its acquisition by Eli Lilly in December 2022,
and a director of BIND Therapeutics, Inc., a biotechnology company,
from October 2015 until its acquisition by Pfizer in July 2016. Dr.
Tzianabos holds a B.S. in Biology from Boston College and a Ph.D.
in Microbiology from the University of New Hampshire, and completed
a
10
Post-Doctoral Fellowship in Immunology at Harvard Medical School.
We believe Dr. Tzianabos’ extensive academic and clinical
experience, as well as his knowledge of our company and the
industry, qualifies him to serve on our Board of
Directors.
Class
I Directors (term to expire at the 2025 Annual Meeting)
The current members of the Board of Directors who are Class I
Directors are as follows:
|
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
with Homology
|
|
Served as a
Director Since
|
|
Jeffrey V. Poulton
|
|
55
|
|
Lead Director
|
|
2020
|
|
Alise S. Reicin, M.D.
|
|
62
|
|
Director
|
|
2019
|
The principal occupations and business experience, for at least the
past five years, of our Class I Directors are as
follows:
Jeffrey V. Poulton
Jeffrey V. Poulton
has served as a member of our Board of Directors since July 2020
and as our Lead Director since September 2022. Mr. Poulton has
served as Executive Vice President and Chief Financial Officer at
Alnylam Pharmaceuticals, Inc., a biopharmaceutical company, since
August 2019. Prior to joining Alnylam, Mr. Poulton served as Chief
Financial Officer of Indigo Agriculture, Inc., a plant microbiome
company, from January 2018 to April 2019, where he supported the
initial commercial scale-up of the business, including expansion
outside the U.S. Between 2003 and December 2017, Mr. Poulton held
various roles of increasing responsibility at Shire plc, most
recently as Chief Financial Officer and a member of Shire’s
executive committee and board of directors from January 2015 to
December 2017. During his tenure at Shire, Mr. Poulton also led
Shire’s rare disease U.S., LATAM and Asia Pacific commercial
operations, as well as Shire’s global rare disease business unit.
Prior to Shire, Mr. Poulton led corporate finance and business
development initiatives in both the gas and electric utilities
industry and the materials manufacturing sector, serving in
financial leadership positions at Cinergy Corp. and PPG Industries.
Mr. Poulton also served in the United States Navy as a Commissioned
Officer. Mr. Poulton holds a B.A. in Economics from Duke University
and an M.B.A. from Indiana University. Mr. Poulton is a Certified
Management Accountant. We believe that Mr. Poulton is qualified to
serve on our Board of Directors due to his finance background and
industry experience.
Alise S. Reicin, M.D.
Alise S. Reicin, M.D.
has served as a member of our Board of Directors since July 2019.
Dr. Reicin has served as President and Chief Executive Officer of
Tectonic Therapeutic, Inc., a biotechnology company, since August
2020. Prior to Tectonic, Dr. Reicin served as President and Head of
Global Clinical Development at Celgene Corporation, a
pharmaceutical company, from November 2018 to December 2019. Prior
to Celgene, she served as Global Head of Clinical Development at
EMD Serono, a pharmaceutical company, from May 2015 through October
2018. Prior to EMD Serono, Dr. Reicin served as VP, Program
Leadership Oncology at Merck and Co., a pharmaceutical company. Dr.
Reicin has served as a director of Sana Biotechnology, Inc. since
December 2020. She holds a B.A. in Biochemistry from Barnard
College of Columbia University and an M.D. from Harvard Medical
School. We believe that Dr. Reicin’s clinical expertise and
leadership roles in the biotechnology and biopharmaceutical
industries provide her with the qualifications to serve as a
director of our Company.
Board Diversity Matrix
The following matrix is provided in accordance with applicable
Nasdaq Stock Market LLC (“Nasdaq”) listing rules and presents our
Board diversity statistics, as self-disclosed by our
directors.
|
|
|
Board Diversity Matrix (As of April 28, 2023)
|
|
Total Number of Directors
|
8
|
11
|
|
|
|
|
|
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose
Gender
|
|
Part I: Gender Identity
|
|
Directors
|
2
|
6
|
-
|
-
|
|
Part II: Demographic Background
|
|
African American or Black
|
-
|
-
|
-
|
-
|
|
Alaskan Native or Native American
|
-
|
-
|
-
|
-
|
|
Asian
|
-
|
-
|
-
|
-
|
|
Hispanic or Latinx
|
-
|
-
|
-
|
-
|
|
Native Hawaiian or Pacific Islander
|
-
|
-
|
-
|
-
|
|
White
|
2
|
6
|
-
|
-
|
|
Two or More Races or Ethnicities
|
-
|
-
|
-
|
-
|
|
LGBTQ+
|
-
|
|
Did Not Disclose Demographic Background
|
-
|
12
Proposal 2: Ratification of Appointment of Independent
Registered Public Accounting Firm
Our Audit Committee of the Board of Directors (the “Audit
Committee”) has appointed Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2023. Our Board has directed that this
appointment be submitted to our stockholders for ratification at
the Annual Meeting. Although ratification of our appointment of
Deloitte & Touche LLP is not required, we value the opinions of
our stockholders and believe that stockholder ratification of our
appointment is a good corporate governance practice.
Deloitte & Touche LLP also served as our independent registered
public accounting firm for the fiscal year ended December 31, 2022.
Neither the accounting firm nor any of its members has any direct
or indirect financial interest in or any connection with us in any
capacity other than as our auditors, providing audit and non-audit
related services. A representative of Deloitte & Touche LLP is
expected to attend the Annual Meeting and to have an opportunity to
make a statement and be available to respond to appropriate
questions from stockholders.
In the event that the appointment of Deloitte & Touche LLP is
not ratified by the stockholders, the Audit Committee will consider
this fact when it appoints the independent auditors for the fiscal
year ending December 31, 2023. Even if the appointment of Deloitte
& Touche LLP is ratified, the Audit Committee retains the
discretion to appoint a different independent auditor at any time
if it determines that such a change is in the interest of the
Company.
Vote Required
This proposal requires the affirmative vote of the holders of a
majority in voting power of the votes cast affirmatively or
negatively. Abstentions are not considered to be votes cast and,
accordingly, will have no effect on the outcome of the vote on this
proposal. Because brokers have discretionary authority to vote on
the ratification of the appointment of Deloitte & Touche LLP,
we do not expect any broker non-votes in connection with this
proposal.
Recommendation of the Board
of Directors
|
|
|
|
|
|
The Board of Directors unanimously recommends a vote FOR the
ratification of the appointment of Deloitte & Touche LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2023.
|
13
REPORT OF THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee has reviewed the audited consolidated financial
statements of the Company for the fiscal year ended December 31,
2022 and has discussed these financial statements with management
and the Company’s independent registered public accounting firm.
The Audit Committee has also received from, and discussed with, the
Company’s independent registered public accounting firm the matters
that they are required to provide to the Audit Committee, including
the matters required to be discussed by the Public Company
Accounting Oversight Board (“PCAOB”) and the SEC.
The Company’s independent registered public accounting firm also
provided the Audit Committee with a formal written statement
required by the applicable requirements of the PCAOB describing all
relationships between the independent registered public accounting
firm and the Company, including the disclosures required by the
applicable requirements of the PCAOB regarding the independent
registered public accounting firm’s communications with the Audit
Committee concerning independence. In addition, the Audit Committee
discussed with the independent registered public accounting firm
its independence from the Company.
Based on its discussions with management and the independent
registered public accounting firm, and its review of the
representations and information provided by management and the
independent registered public accounting firm, the Audit Committee
recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022.
Mary Thistle (Chair) Matthew R. Patterson Jeffrey V.
Poulton
14
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS
The following table summarizes the fees of Deloitte & Touche
LLP, our independent registered public accounting firm, billed to
us for each of the last two fiscal years for audit services and
billed to us in each of the last two fiscal years for other
services:
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
2022
|
|
|
Fiscal
2021
|
|
|
Fee Category
|
|
(in thousands)
|
|
|
Audit Fees
|
|
$
|
949
|
|
|
$
|
662
|
|
|
Tax Fees
|
|
|
34
|
|
|
|
154
|
|
|
All Other Fees
|
|
|
2
|
|
|
|
2
|
|
|
Total
|
|
$
|
985
|
|
|
$
|
818
|
|
Audit
Fees
For 2022 and 2021, audit fees consisted of fees for the audit of
our consolidated financial statements, the review of the unaudited
interim financial statements included in our quarterly reports on
Form 10-Q and other professional services provided in connection
with statutory and regulatory filings or engagements and services
associated with the issuance of comfort letters and the issuance of
consents on registration statements.
Tax Fees
For 2022 and 2021, tax fees consisted of fees for tax compliance,
tax advice, and tax planning services.
All Other
Fees
For 2022 and 2021, all other fees consisted of an annual license
fee for use of accounting research software.
Audit
Committee Pre-Approval Policy and Procedures
The Audit Committee has adopted a policy (the “Pre-Approval
Policy”) that sets forth the procedures and conditions pursuant to
which audit and non-audit services proposed to be performed by the
independent auditor may be pre-approved. The Pre-Approval Policy
generally provides that we will not engage Deloitte & Touche
LLP to render any audit, audit-related, tax or permissible
non-audit service unless the service is either (i) explicitly
approved by the Audit Committee (“specific pre-approval”) or (ii)
entered into pursuant to the pre-approval policies and procedures
described in the Pre-Approval Policy (“general pre-approval”).
Unless a type of service to be provided by Deloitte & Touche
LLP has received general pre-approval under the Pre-Approval
Policy, it requires specific pre-approval by the Audit Committee or
by a designated member of the Audit Committee to whom the committee
has delegated the authority to grant pre-approvals. Any proposed
services exceeding pre-approved cost levels or budgeted amounts
will also require specific pre-approval. For both types of
pre-approval, the Audit Committee will consider whether such
services are consistent with the SEC’s rules on auditor
independence. The Audit Committee will also consider whether the
independent auditor is best positioned to provide the most
effective and efficient service, for reasons such as its
familiarity with the Company’s business, people, culture,
accounting systems, risk profile and other factors, and whether the
service might enhance the Company’s ability to manage or control
risk or improve audit quality. All such factors will be considered
as a whole, and no one factor should necessarily be determinative.
On an annual basis, the Audit Committee reviews and generally
pre-approves the services (and related fee levels or budgeted
amounts) that may be provided by Deloitte & Touche LLP without
first obtaining specific pre-approval from the Audit Committee. The
Audit Committee may revise the list of general pre-approved
services from time to time, based on subsequent
determinations.
15
EXECUTIVE
OFFICERS
The following table identifies our current executive
officers:
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Albert Seymour, Ph.D. (1)
|
|
55
|
|
President and Chief Executive Officer and Director
|
|
W. Bradford Smith (2)
|
|
67
|
|
Chief Financial and Business Officer and Treasurer
|
|
Paul Alloway, Ph.D., J.D. (3)
|
|
52
|
|
Chief Legal Officer and Secretary
|
|
Michael Blum (4)
|
|
55
|
|
Chief Commercial Officer
|
|
Julie Jordan, M.D. (5)
|
|
51
|
|
Chief Medical Officer
|
(1)
See biography on page 9 of this proxy statement.
(2)
W. Bradford Smith has served as our Chief Financial Officer, Chief
Business Officer and Treasurer since March 2022, Chief Financial
Officer and Treasurer from April 2017 to March 2022, and our
Secretary from July 2017 to June 2020. From March 2014 to April
2017, Mr. Smith was Chief Financial Officer of Ocular Therapeutix,
Inc., a biopharmaceutical company. Prior to joining Ocular
Therapeutix, Inc., Mr. Smith served as the Chief Financial Officer
of OmniGuide, Inc., a medical device company, from July 2008 to
March 2014. Mr. Smith has served as a member of the board of
directors of Lyra Therapeutics, Inc., clinical-stage therapeutics
company, since November 2019. Mr. Smith holds a B.S. in Biology
from Tufts University and an M.B.A. from the Whittemore School of
Business and Economics at the University of New
Hampshire.
(3)
Paul Alloway, Ph.D., J.D. has served as our Chief Legal Officer
since March 2022 and our Secretary since June 2020 and prior to
that, he served as our Senior Vice President, General Counsel from
May 2020 to March 2022. Prior to joining Homology, Dr. Alloway was
Vice President, Head of Legal and Corporate Secretary at Foghorn
Therapeutics, a clinical-stage biotechnology company, from July
2018 to April 2020. Prior to joining Foghorn Therapeutics, Dr.
Alloway served as Vice President and Senior Counsel at DRI Capital,
a Canadian private-equity firm that specializes in pharmaceutical
healthcare royalty investments, from October 2015 to June 2018. Dr.
Alloway obtained his B.Sc. in Biology from the University of
Toronto, his Ph.D. in Molecular and Cellular Biology from Dartmouth
College and his J.D. from Suffolk University Law
School.
(4)
Michael Blum has served as our Chief Commercial Officer since March
2022 and prior to that, he served as our Senior Vice President,
Commercial Strategy from January 2020 to March 2022 and prior to
that, he served as our Vice President, Commercial Strategy from
November 2017 to January 2020. Prior to joining Homology, Mr. Blum
was Head of Commercial Operations at Zafgen, Inc., a
biopharmaceutical company, from April 2015 to November 2017. Prior
to joining Zafgen, Inc., Mr. Blum was Head of Global Access for
Sarepta Therapeutics from October 2013 to April 2015. Mr. Blum
holds a B.A. in English from the College of the Holy Cross and an
M.B.A. from Babson College.
(5)
Julie Jordan, M.D. has served as our Chief Medical Officer since
March 2023 and prior to that, she served as our Senior Vice
President, Head of Clinical Development and Operations from
February 2022 to March 2023 and Vice President, Clinical
Development from May 2021 to February 2022. Prior to joining
Homology, Dr. Jordan was the Senior Director, Global Clinical
Development at Cerevel Therapeutics, LLC, a pharmaceutical company,
from August 2019 to April 2021. Prior to joining Cerevel
Therapeutics, Dr. Jordan served as the Executive Director, Global
Clinical Development at Avanir Pharmaceuticals, Inc. (“Avanir”), a
pharmaceutical company, from March 2019 to July 2019 and the Senior
Director, Global Clinical Development at Avanir from April 2017 to
February 2019. Prior to joining industry, Dr. Jordan was a Clinical
Instructor of Medicine at Harvard Medical School, treating patients
at Massachusetts General Hospital (“MGH”). Dr. Jordan holds an A.B.
in Biology from Harvard College and an M.D. from Harvard Medical
School and completed her residency in internal medicine at MGH,
Harvard Medical School.
16
CORPORATE
GOVERNANCE
General
Our Board of Directors has adopted Corporate Governance Guidelines,
a Code of Business Conduct and Ethics, and charters for the
Nominating and Corporate Governance Committee of the Board of
Directors (the “Nominating and Corporate Governance Committee”),
Audit Committee and the Compensation Committee of the Board of
Directors (the “Compensation Committee”) to assist the Board in the
exercise of its responsibilities and to serve as a framework for
the effective governance of the Company. You can access our current
committee charters, our Corporate Governance Guidelines, and our
Code of Business Conduct and Ethics in the “Corporate Governance”
section of the “Investors” page of our website located at
www.homologymedicines.com,
or by writing to our Secretary at our offices at One Patriots Park,
Bedford, MA 01730.
Board
Composition
Our Board of Directors currently consists of eight (8) members:
Albert Seymour, Ph.D., Steven Gillis, Ph.D., Richard J. Gregory,
Ph.D., Ph.D., Matthew R. Patterson, Jeffrey V. Poulton, Alise S.
Reicin, M.D., Mary Thistle and Arthur O. Tzianabos, Ph.D. As set
forth in our Restated Certificate of Incorporation, the Board of
Directors is currently divided into three classes with staggered,
three-year terms. At each annual meeting of stockholders, the
successors to directors whose terms then expire will be elected to
serve from the time of election and qualification until the third
annual meeting following election. Our Restated Certificate of
Incorporation and Amended and Restated Bylaws provide that the
authorized number of directors may be changed only by resolution of
the Board 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. The division of our Board of
Directors into three classes with staggered three-year terms may
delay or prevent a change of our management or a change in control
of our Company. Our directors may be removed only for cause by the
affirmative vote of the holders of at least two-thirds in voting
power of the outstanding shares of our capital stock entitled to
vote in the election of directors.
Director Independence
Steven Gillis, Ph.D., Richard J. Gregory, Ph.D., Matthew R.
Patterson, Jeffrey V. Poulton, Alise S. Reicin, M.D. and Mary
Thistle each qualify as “independent” in accordance with the
listing requirements of Nasdaq. The Nasdaq independence definition
includes a series of objective tests, including that the director
is not, and has not been for at least three years, one of our
employees and that neither the director nor any of his family
members has engaged in various types of business dealings with us.
In addition, as required by Nasdaq rules, our Board of Directors
has made a subjective determination as to each independent director
that no relationships exist, which, in the opinion of our Board of
Directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. In
making these determinations, our Board of Directors reviewed and
discussed information provided by the directors and us with regard
to each director’s business and personal activities and
relationships as they may relate to us and our management,
including that Dr. Gillis is affiliated with one of our significant
stockholders. Kush M. Parmar, M.D., Ph.D. was independent during
the period he served on our Board of Directors in 2022 until his
departure on September 6, 2022. There are no family relationships
among any of our directors or executive officers.
Director
Candidates
The Nominating and Corporate Governance Committee is primarily
responsible for searching for qualified director candidates for
election to the Board and filling vacancies on the Board. To
facilitate the search process, the Nominating and Corporate
Governance Committee may solicit current directors and executives
of the Company for the names of potentially qualified candidates or
ask directors and executives to pursue their own business contacts
for the names of potentially qualified candidates. The Nominating
and Corporate Governance Committee may also consult with outside
advisors or retain search firms to assist in the search for
qualified candidates, or consider director candidates recommended
by our stockholders. Once potential candidates are
17
identified, the Nominating and Corporate Governance Committee
reviews the backgrounds of those candidates, evaluates candidates’
independence from the Company and potential conflicts of interest
and determines if candidates meet the qualifications desired by the
Nominating and Corporate Governance Committee for candidates for
election as a director.
In evaluating the suitability of individual candidates (both new
candidates and current Board members), the Nominating and Corporate
Governance Committee, in recommending candidates for election, and
the Board, in approving (and, in the case of vacancies, appointing)
such candidates, may take into account many factors, including:
personal and professional integrity, ethics and values; experience
in corporate management, such as serving as an officer or former
officer of a publicly held company; strong finance experience;
experience relevant to the Company’s industry; experience as a
board member or executive officer of another publicly held company;
relevant academic expertise or other proficiency in an area of the
Company’s operations; diversity of expertise and experience in
substantive matters pertaining to the Company’s business relative
to other board members; diversity of background and perspective,
including, but not limited to, with respect to age, gender, race,
place of residence and specialized experience; practical and mature
business judgment, including, but not limited to, the ability to
make independent analytical inquiries; and any other relevant
qualifications, attributes or skills. The Board evaluates each
individual in the context of the Board as a whole, with the
objective of assembling a group that can best perpetuate the
success of the business and represent stockholder interests through
the exercise of sound judgment using its diversity of experience in
these various areas. In determining whether to recommend a director
for re-election, the Nominating and Corporate Governance Committee
may also consider the director’s past attendance at meetings and
participation in and contributions to the activities of the Board.
Albert Seymour, Ph.D., one of two Class II Director nominees, was
initially recommended as a potential director candidate by Arthur
O. Tzianabos, Ph.D., our then President and Chief Executive Officer
and director and current Chairman of the Board of
Directors.
Stockholders may recommend individuals to the Nominating and
Corporate Governance Committee for consideration as potential
director candidates by submitting the names of the recommended
individuals, together with appropriate biographical information and
background materials, to the Nominating and Corporate Governance
Committee, c/o Secretary, Homology Medicines, Inc., One Patriots
Park, Bedford, MA 01730. In the event there is a vacancy, and
assuming that appropriate biographical and background material has
been provided on a timely basis, the Committee will evaluate
stockholder-recommended candidates by following substantially the
same process, and applying substantially the same criteria, as it
follows for candidates submitted by others.
Communications
from Stockholders
The Board will give appropriate attention to written communications
that are submitted by stockholders, and will respond if and as
appropriate. Our Secretary is primarily responsible for monitoring
communications from stockholders and for providing copies or
summaries to the directors as he considers appropriate.
Communications are forwarded to all directors if they relate to
important substantive matters and include suggestions or comments
that our Secretary and Chairman of the Board consider to be
important for the 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 tend to receive repetitive or duplicative communications.
Stockholders who wish to send communications on any topic to the
Board should address such communications to the Board of Directors
in writing: c/o Secretary, Homology Medicines, Inc., One Patriots
Park, Bedford, MA 01730.
Board Leadership
Structure and Role in Risk Oversight
Our Amended and Restated Bylaws and Corporate Governance Guidelines
provide our Board of Directors with flexibility to combine or
separate the positions of Chairman of the Board and Chief Executive
Officer in accordance with its determination that utilizing one or
the other structure would be in the best interests of our
Company.
18
At the current time, Arthur O. Tzianabos, Ph.D., our former
President and Chief Executive Officer, serves as Chairman of the
Board. Our Board believes that the separation of the positions of
Chairman and Chief Executive Officer reinforces the independence of
the Board from management, creates an environment that encourages
objective oversight of management’s performance and enhances the
effectiveness of the Board as a whole.
If the Chairman of the Board is a member of management or does not
otherwise qualify as independent, our Corporate Governance
Guidelines provide for the appointment by the independent directors
of a Lead Director. The independent directors appointed
Jeffrey V. Poulton
as the Lead Director. The Lead Director’s responsibilities include,
but are not limited to, presiding over all meetings of the Board of
Directors at which the Chairman of the Board is not present,
including any executive sessions of the independent directors,
approving the Board’s meeting schedules and agendas, and acting as
liaison between the independent directors and the Chief Executive
Officer and the Chairman of the Board. Our Board is comprised of
individuals with extensive experience in the biotechnology and
pharmaceutical industries and, with the exception of Drs. Seymour
and Tzianabos, our Board is comprised of directors who meet the
independence standards of Nasdaq. For these reasons and because of
the strong leadership of Dr. Seymour as our Chief Executive
Officer, Dr. Tzianabos as Chairman of the Board and the
counterbalancing role of the Lead Director, our Board of Directors
has concluded that our current leadership structure is appropriate
at this time. However, our Board of Directors will continue to
periodically review our leadership structure and may make changes
in the future as it deems appropriate.
Risk assessment and oversight are an integral part of our
governance and management processes. Our Board of Directors
encourages management to promote a culture that incorporates risk
management into our corporate strategy and day-to-day business
operations. Management discusses strategic and operational risks at
regular management meetings and conducts specific strategic
planning and review sessions during the year that include a focused
discussion and analysis of the risks facing us. Throughout the
year, senior management reviews these risks with the Board of
Directors at regular Board meetings as part of management
presentations that focus on particular business functions,
operations or strategies, and presents the steps taken by
management to mitigate or eliminate such risks. Our Board of
Directors does not have a standing risk management committee, but
rather administers this oversight function directly through the
Board of Directors as a whole, as well as through various standing
committees of the Board of Directors that address risks inherent in
their respective areas of oversight. In particular, our Board of
Directors is responsible for monitoring and assessing strategic
risk exposure, including business continuity risks, and our Audit
Committee is responsible for overseeing our major financial and
cyber- security risk exposures and the steps our management has
taken to monitor and control these exposures. The Audit Committee
also monitors compliance with legal and regulatory requirements and
considers and approves or disapproves any related person
transactions. Our Nominating and Corporate Governance Committee
oversees risks associated with our corporate governance framework
and monitors the effectiveness of the Corporate Governance
Guidelines. Our Compensation Committee assesses and monitors
whether any of our compensation policies and programs has the
potential to encourage excessive risk-taking. The Board does not
believe that its role in the oversight of our risks affects the
Board’s leadership structure.
Code of Ethics
We have a written Code of Business Conduct and Ethics that applies
to our directors, officers and employees, including our principal
executive officer, principal financial officer, principal
accounting officer and controller, and persons performing similar
functions. We have posted a current copy of the code on our website
at
www.homologymedicines.com in
the “Investors” section under “Corporate Governance.” In addition,
we post on our website all disclosures that are required by law or
the rules of Nasdaq concerning any amendments to, or waivers from,
any provision of the code. We granted no waivers under our Code of
Business Conduct and Ethics in fiscal 2022.
Anti-Hedging
Policy
19
Our Board of Directors has adopted an Insider Trading Compliance
Policy, which applies to all of our directors, officers and
employees. The policy prohibits our directors, officers and
employees and any entities they control from engaging in all
hedging or monetization transactions, such as zero-cost collars and
forward sale contracts.
Attendance
by Members of the Board of Directors at Meetings
There were nine (9) meetings of the Board of Directors during the
fiscal year ended December 31, 2022. During the fiscal year ended
December 31, 2022, each director attended at least 85% of the
aggregate of (i) all meetings of the Board of Directors and (ii)
all meetings of the committees on which the director served during
the period in which he or she served as a director.
Under our Corporate Governance Guidelines, which is available on
our website at
www.homologymedicines.com,
a director is expected to spend the time and effort necessary to
properly discharge his or her responsibilities as a director.
Accordingly, a director is expected to regularly prepare for and
attend meetings of the Board and all committees on which the
director sits (including separate meetings of the independent
directors), with the understanding that, on occasion, a director
may be unable to attend a meeting. A director who is unable to
attend a meeting of the Board or a committee of the Board is
expected to notify the Chairman of the Board or the Chairman of the
appropriate committee in advance of such meeting, and, whenever
possible, participate in such meeting via teleconference in the
case of an in-person meeting. We do not maintain a formal policy
regarding director attendance at our Annual Meetings of
Stockholders; however, it is expected that absent compelling
circumstances directors will attend. All of our directors then
serving attended the 2022 Annual Meeting of
Stockholders.
Executive Sessions
As provided in our Corporate Governance Guidelines, the independent
members of the Board meet, without non-independent directors or
management present, in regularly scheduled executive sessions, but
no less than twice per year. Our Lead Director, Jeffrey V. Poulton,
currently presides over executive sessions.
20
COMMITTEES
OF THE BOARD
Our Board has established three standing committees - Audit,
Compensation and Nominating and Corporate
Governance - each of which operates under a written charter that
has been approved by our Board.
The members of each of the Board committees and committee
Chairpersons are set forth in the following table:
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|
|
|
Name
|
|
Audit
|
|
Compensation
|
|
Nominating and
Corporate
Governance
|
|
Steven Gillis, Ph.D.
|
|
|
|
|
|
Chairperson
|
|
Richard J. Gregory, Ph.D.
|
|
|
|
X
|
|
|
|
Matthew R. Patterson
|
|
X
|
|
|
|
|
|
Jeffrey V. Poulton
|
|
X
|
|
|
|
|
|
Alise Reicin, M.D.
|
|
|
|
Chairperson
|
|
X
|
|
Mary Thistle
|
|
Chairperson
|
|
X
|
|
|
Audit Committee
Our Audit Committee’s responsibilities include:
•
appointing, approving the compensation of, and assessing the
independence of our independent registered public accounting
firm;
•
overseeing the work of our independent registered public accounting
firm, including through the receipt and consideration of reports
from such firm;
•
reviewing and discussing with management and the independent
registered public accounting firm our annual and quarterly
financial statements and related disclosures;
•
monitoring our internal control over financial reporting,
disclosure controls and procedures and code of business conduct and
ethics;
•
discussing our risk management policies;
•
establishing policies regarding hiring employees from the
independent registered public accounting firm and procedures for
the receipt and retention of accounting-related complaints and
concerns;
•
meeting independently with our internal auditing staff, if any,
independent registered public accounting firm and
management;
•
reviewing and approving or ratifying any related person
transactions; and
•
preparing the audit committee report required by the SEC rules
(which is included on page 14 of this proxy
statement).
The Audit Committee charter is available on our website at
www.homologymedicines.com.
The current members of the Audit Committee are Mr. Patterson, Mr.
Poulton and Ms. Thistle. Ms. Thistle serves as the Chairperson of
the committee. Our Board has affirmatively determined that each of
Mr. Patterson, Mr. Poulton and Ms. Thistle is independent for
purposes of serving on an audit committee under Rule 10A-3
promulgated under the Exchange Act and the Nasdaq Rules, including
those related to Audit Committee membership.
The members of our Audit Committee meet the requirements for
financial literacy under the applicable Nasdaq rules. In addition,
our Board of Directors has determined that Ms. Thistle qualifies as
an “audit committee
21
financial expert,” as such term is defined in Item 407(d)(5) of
Regulation S-K, and under the similar Nasdaq Rules requirement that
the Audit Committee have a financially sophisticated member. The
Audit Committee met four (4) times in 2022.
Compensation
Committee
Our Compensation Committee is responsible for assisting the Board
in the discharge of its responsibilities relating to the
compensation of our executive officers. In fulfilling its purpose,
our Compensation Committee has the following principal
duties:
•
reviewing and approving, or recommending for approval by the Board,
the compensation of our CEO and our other executive
officers;
•
overseeing and administering our cash and equity incentive
plans;
•
reviewing and making recommendations to the Board of Directors with
respect to director compensation;
•
periodically evaluating the Company’s succession plans for the
Chief Executive Officer and other executive officers;
•
overseeing and periodically reviewing matters related to the
Company’s human capital management as well as the Company’s human
key capital policies and practices, including with respect to
diversity, equity and inclusion, workplace culture, and equitable
pay practices;
•
reviewing and discussing annually with management our “Compensation
Discussion and
Analysis,” to the extent required; and
•
preparing the annual compensation committee report, to the extent
required by SEC rules.
The Compensation Committee generally considers the Chief Executive
Officer’s recommendations when making decisions regarding the
compensation of non-employee directors and executive officers
(other than the Chief Executive Officer). Pursuant to the
Compensation Committee’s charter, which is available on our website
at
www.homologymedicines.com,
the Compensation Committee has the authority to retain or obtain
the advice of compensation consultants, legal counsel and other
advisors to assist in carrying out its responsibilities. In 2022,
the Compensation Committee engaged Radford, a compensation
consulting firm, to assist in making decisions regarding the amount
and types of compensation to provide our executive officers and
non-employee directors. As part of this process, the Compensation
Committee reviewed a compensation assessment provided by Radford
comparing our compensation to that of a group of peer companies
within our industry and engaged in correspondence with Radford
regarding our executive and non-employee director compensation and
received input and advice. Radford reports directly to the
Compensation Committee. The Compensation Committee has considered
the adviser independence factors required under SEC rules as they
relate to Radford and has determined that Radford’s work does not
raise a conflict of interest.
The Compensation Committee may delegate its authority under its
charter to one or more subcommittees as it deems appropriate from
time to time. The Compensation Committee may also delegate to an
officer the authority to grant equity awards to certain employees,
as further described in its charter and subject to the terms of our
equity plans.
The current members of our Compensation Committee are Dr. Gregory,
Dr. Reicin and Ms. Thistle. Dr. Reicin serves as the Chairperson of
the Compensation Committee. Before his resignation on September 6,
2022, Kush Parmar, M.D., Ph.D. also served on the Compensation
Committee. Each member of the Compensation Committee, as well as
Dr. Parmar, qualifies as an independent director under Nasdaq’s
heightened independence standards for members of a compensation
committee and as a “non-employee director” as defined in Rule 16b-3
of the Exchange Act.
The Compensation Committee met four (4) times in 2022.
22
Nominating and
Corporate Governance Committee
Our Nominating and Corporate Governance Committee’s
responsibilities include:
•
identifying individuals qualified to become board
members;
•
recommending to the Board of Directors the persons to be nominated
for election as directors and to each board committee;
•
reviewing the Board’s leadership structure;
•
developing and recommending to the Board of Directors corporate
governance guidelines;
•
overseeing the Company’s policies, programs and strategies related
to environmental, social and governance matters (except with
respect to human capital management matters that pertain to the
authority and/or responsibilities of our Compensation Committee);
and
•
overseeing an annual evaluation of the Board of
Directors.
The Nominating and Corporate Governance Committee charter is
available on our website at
www.homologymedicines.com.
The current members of our Nominating and Corporate Governance
Committee are Drs. Gillis and Reicin. Dr. Gillis serves as the
Chairperson of the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee has the authority
to consult with outside advisors or retain search firms to assist
in the search for qualified candidates, or consider director
candidates recommended by our stockholders.
The Nominating and Corporate Governance Committee met three (3)
times in 2022.
23
EXECUTIVE
AND DIRECTOR COMPENSATION
Executive
Compensation
This section discusses the material components of our 2022
compensation program for our current and former executive officers
who are named in the 2022 Summary Compensation Table below. These
“named executive officers” and their positions are:
•
Albert Seymour, Ph.D., Chief Executive Officer;
•
Arthur O. Tzianabos, Ph.D., Chairman of the Board and former Chief
Executive Officer;
•
W. Bradford Smith, Chief Financial and Business Officer and
Treasurer; and
•
Paul Alloway, Ph.D., J.D., Chief Legal Officer and
Secretary.
2022 Summary
Compensation Table
The following table sets forth information concerning the
compensation of our named executive officers for the years ended
December 31, 2022 and 2021:
|
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|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and principal position
|
|
Fiscal
Year
|
|
Salary
$
|
|
|
Bonus
$ (2)
|
|
|
Option
Awards
$ (3)
|
|
|
Stock
Awards
$ (4)
|
|
|
Non-Equity
Incentive Plan
Compensation
$ (5)
|
|
|
All Other
Compensation
$ (6)
|
|
|
Total
$
|
|
|
Albert Seymour, Ph.D.
|
|
2022
|
|
|
527,554
|
|
|
|
—
|
|
|
|
323,003
|
|
|
|
87,430
|
|
|
|
250,800
|
|
|
|
8,700
|
|
|
|
1,197,487
|
|
|
Chief Executive Officer
|
|
2021
|
|
|
450,000
|
|
|
|
—
|
|
|
|
649,818
|
|
|
|
179,140
|
|
|
|
180,000
|
|
|
|
8,700
|
|
|
|
1,467,658
|
|
|
Arthur O. Tzianabos, Ph.D.
|
|
2022
|
|
|
437,151
|
|
(1)
|
|
—
|
|
|
|
603,575
|
|
|
|
157,180
|
|
|
|
362,100
|
|
|
|
112,055
|
|
|
|
1,672,061
|
|
|
Chairman of the Board and former Chief Executive Officer
|
|
2021
|
|
|
583,100
|
|
|
|
—
|
|
|
|
2,116,074
|
|
|
|
578,760
|
|
|
|
320,705
|
|
|
|
8,700
|
|
|
|
3,607,339
|
|
|
W. Bradford Smith
|
|
2022
|
|
|
460,900
|
|
|
|
66,094
|
|
|
|
217,287
|
|
|
|
56,910
|
|
|
|
184,360
|
|
|
|
8,700
|
|
|
|
994,251
|
|
|
Chief Financial and Business Officer and Treasurer
|
|
2021
|
|
|
445,300
|
|
|
|
120,000
|
|
|
|
1,016,382
|
|
|
|
275,600
|
|
|
|
178,120
|
|
|
|
12,377
|
|
|
|
2,047,779
|
|
|
Paul Alloway, Ph.D., J.D.
|
|
2022
|
|
|
415,700
|
|
|
|
70,771
|
|
|
|
163,828
|
|
|
|
43,360
|
|
|
|
166,280
|
|
|
|
8,700
|
|
|
|
868,639
|
|
|
Chief Legal Officer and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Dr. Tzianabos resigned as our Chief Executive Officer effective
September 6, 2022. The amount reported in the salary column for
2022 is comprised of $411,618 in base salary for his employment
prior to his resignation and $25,533 in accrued vacation paid in
connection with his resignation.
(2)
Amounts reported in the bonus column for 2022 for Mr. Smith and Dr.
Alloway are one-time cash bonuses approved by our compensation
committee for performance in connection with the OXB Solutions
transaction. The bonuses were paid in March 2022 and conditioned
upon the employee’s continued service to the Company through the
payment date.
(3)
Amounts reflect the full grant date fair value of stock options
granted during the applicable year computed in accordance with ASC
Topic 718, rather than the amounts paid to or realized by the named
individual. We provide information regarding the assumptions used
to calculate the value of all option awards in Note 13 to our
consolidated financial statements included our Annual Report on
Form 10-K filed with the SEC on March 9, 2023.
(4)
Amounts reflect the full grant date fair value of restricted stock
units granted during the applicable year computed in accordance
with ASC Topic 718, rather than the amounts paid to or realized by
the named individual. We provide information regarding the
assumptions used to calculate the value of all restricted stock
units in Note 13 to our consolidated financial statements included
in our Annual Report on Form 10-K filed with the SEC on March 9,
2023.
24
(5)
Represents amounts paid under our annual cash bonus program. For
additional information regarding these amounts, refer to
“—Narrative Disclosure to Summary Compensation Table—2022
Bonuses.”
(6)
Amounts shown represent 401(k) matching contributions for all of
the named executive officers. For Dr. Tzianabos, the amount also
includes $79,714 in consulting fees paid for services rendered
during 2022 and $23,641 for fees earned as a non-employee director
following his resignation. For additional information, refer to the
discussion below under the headings “Narrative Disclosure to
Summary Compensation Table—Retirement Plans” and “—Employment
Agreements” and “Non-Employee Director Compensation.”
Narrative Disclosure
to Summary Compensation Table
The primary elements of compensation for our named executive
officers are base salary, annual performance bonuses and long-term
equity-based compensation awards. The named executive officers also
generally participate in employee benefit plans and programs that
we offer to our other full-time employees on the same
basis.
2022 Salaries
The named executive officers receive a base salary to provide a
fixed component of compensation reflecting the executive’s skill
set, experience, role and responsibilities. The following table
shows the annual base salaries for 2023 and 2022 of our named
executive officers. While Dr. Seymour served as the Chief
Scientific Officer from January 1, 2022 until April 21, 2022, his
2022 annual base salary was $465,800. Dr. Seymour’s 2022 annual
base salary increased to $545,000 while he served as the President
from April 21, 2022 until he was appointed as the Chief Executive
Officer on September 6, 2022, when his annual base salary was
increased to $570,000. The 2023 annual base salaries for our other
named executive officers became effective January 1, 2023.
|
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|
Name
|
|
2023 Annual
Base Salary
($)
|
|
|
2022 Annual
Base Salary
($)
|
|
|
|
Albert Seymour, Ph.D.
|
|
|
587,100
|
|
|
|
570,000
|
|
|
|
Arthur O. Tzianabos, Ph.D.
|
|
|
—
|
|
|
|
603,500
|
|
(1)
|
|
W. Bradford Smith
|
|
|
474,727
|
|
|
|
460,900
|
|
|
|
Paul Alloway, Ph.D., J.D.
|
|
|
428,171
|
|
|
|
415,700
|
|
|
(1)
Dr. Tzianabos resigned as our Chief Executive Officer effective
September 6, 2022.
2022 Bonuses
We offer our named executive officers the opportunity to earn
annual cash bonuses to compensate them for attaining short-term
company and individual goals as approved by our Board of Directors.
For 2022, bonuses were based on attaining corporate goals relating
to product development, manufacturing processes, and raising equity
capital and individual goals related to each named executive
officer’s area of responsibility within the Company. The 2022
target bonus amounts, expressed as a percentage of annual base
salary, of our named executive officers were 55% for Dr. Seymour
(which was increased from 40% to 50% in connection with his
appointment as President then subsequently increased to 55% in
connection with his appointment as Chief Executive Officer), 60%
for Dr. Tzianabos, 40% for Mr. Smith and 40% for Dr. Alloway.
Pursuant to the terms of his consulting agreement, Dr. Tzianabos
remained eligible for his full 2022 bonus following his resignation
as Chief Executive Officer.
In December 2022, our Board of Directors met to review performance
against the 2022 bonus goals and, based on its determination that
the corporate and individual goals had been achieved at 100% (or,
with respect to Dr. Seymour, 80%) of target level, approved cash
bonuses for the named executive officers in the amounts set forth
in the Non-Equity Incentive Plan Compensation column of the “2022
Summary Compensation Table” above.
25
Our compensation committee has approved the following 2023 target
bonus amounts, expressed as a percentage of annual base salary, of
our named executive officers: 55% for Dr. Seymour, 40% for Mr.
Smith and 40% for Dr. Alloway. Dr. Tzianabos is not eligible for a
2023 annual bonus.
Equity Compensation
We generally offer stock options and restricted stock units to our
employees, including our named executive officers, as the long-term
incentive component of our compensation program.
Stock options allow our employees to purchase shares of our common
stock at a price equal to the fair market value of our common stock
on the date of grant. Initial stock option grants to newly hired
employees generally vest as to 25% of the underlying shares on
either the first anniversary of the date of grant or a specified
vesting commencement date and in equal monthly installments over
the following 36 months, subject to the holder’s continued service
with us. Stock options granted from time to time as periodic awards
to existing employees generally vest in 48 equal monthly
installments on the first day of each calendar month following the
vesting commencement date, subject to the holder’s continued
service with us through the applicable vesting dates. Historically,
our stock options have been intended to qualify as “incentive stock
options” to the extent permitted under Internal Revenue Code of
1986, as amended.
Each restricted stock unit represents a contingent right to receive
one share of the Company’s common stock upon vesting. In general,
restricted stock units vest annually in three equal installments on
January 1st of each year after the grant date, subject to the
holder’s continued service with us through the applicable vesting
date.
We maintain the 2018 Incentive Award Plan to facilitate the grant
of cash and equity incentives to directors, employees (including
our named executive officers) and consultants of our Company and to
enable our Company to obtain and retain services of these
individuals.
In February 2022, our named executive officers were granted the
stock options and restricted stock units set forth in the table
below under our 2018 Incentive Award Plan. Stock options were
granted with exercise prices equal to the fair market value of our
common stock on the date of grant, as determined under the terms of
our 2018 Incentive Award Plan, and are subject to the standard
vesting schedule for periodic awards described above. Restricted
stock units are subject to the standard vesting schedule described
above.
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February 24, 2022
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Named Executive Officer
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Stock Options
Granted
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Restricted Stock Units
Granted
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Albert Seymour, Ph.D.
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128,000
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21,000
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Arthur O. Tzianabos, Ph.D.
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350,000
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58,000
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W. Bradford Smith
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126,000
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21,000
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Paul Alloway, Ph.D., J.D.
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95,000
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16,000
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In connection with Dr. Seymour’s appointment as the Company’s
President, on April 21, 2022, he received an option under the 2018
Incentive Award Plan to purchase 60,000 shares of our common stock.
Dr. Seymour’s stock option vests and becomes exercisable in 48
equal monthly installments based upon his completion of each full
month of service following April 21, 2022.
Additionally, in connection with Dr. Seymour’s appointment as the
Company’s Chief Executive Officer, on September 6, 2022, he
received an option under the 2018 Incentive Award Plan to purchase
23,000 shares of our common stock and an award under the 2018
Incentive Award Plan of restricted stock units with respect to
14,000 shares of common stock. Dr. Seymour’s stock option vests and
becomes exercisable in 48 equal monthly installments based upon his
completion of each full month of service following September 6,
2022, and the restricted stock units vest annually in three equal
installments on the first three anniversaries of September 6, 2022,
subject to his continued service with us through the applicable
vesting date.
Please refer to our Outstanding Equity Awards at 2022 Fiscal Year
End table below for additional information regarding the stock
options and restricted stock units held by our named executive
officers.
26
Retirement Plans
We maintain a 401(k) retirement savings plan for our employees,
including our named executive officers, who satisfy certain
eligibility requirements. Our named executive officers are eligible
to participate in the 401(k) plan on the same terms as other
full-time employees. We provide matching contributions under the
plan of 50% of the first 6% of each participant’s eligible
compensation contributed. Employee contributions are allocated to
each participant’s individual account and are then invested in
selected investment alternatives according to the participants’
directions. Employees are immediately and fully vested in their own
contributions. Employer contributions vest over three years
according to the employees’ years of service. We believe that
providing a vehicle for tax deferred retirement savings though our
401(k) plan adds to the overall desirability of our executive
compensation package and further incentivizes our employees,
including our named executive officers, in accordance with our
compensation policies.
Employee Benefits
Our named executive officers are eligible to participate in our
employee benefit plans and programs, which include medical, dental,
and vision benefits, health spending accounts, and short- and
long-term disability, accidental death and dismemberment, and life
insurance, to the same extent as our other full-time employees
generally, subject to the terms and eligibility requirements of
those plans.
Except for the benefits described above, we do not typically
provide perquisites or personal benefits to our named executive
officers.
27
Outstanding Equity
Awards at 2022 Fiscal Year-End
The following table summarizes the number of shares of common stock
underlying outstanding equity incentive plan awards for each named
executive officer 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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Vesting
Commencement
Date
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Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
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(1)
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Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
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(1)
|
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Per Share
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 (#)(2)
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Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(3)
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Albert Seymour, Ph.D.
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1/1/2018
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76,417
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—
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6.63
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12/7/2027
|
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—
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—
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3/27/2018
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66,501
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|
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|
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—
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|
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16.00
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3/27/2028
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|
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—
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—
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1/1/2019
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|
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72,458
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|
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1,542
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|
|
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24.28
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12/14/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1/1/2020
|
|
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80,208
|
|
|
|
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29,792
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|
|
|
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19.92
|
|
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12/11/2029
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|
|
|
—
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—
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|
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1/1/2021
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37,375
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40,625
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13.78
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2/5/2031
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|
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—
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|
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—
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1/1/2022
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29,333
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|
|
|
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98,667
|
|
|
|
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2.71
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|
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2/24/2032
|
|
|
|
—
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|
|
|
—
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|
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4/21/2022
|
|
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9,999
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50,001
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|
|
|
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1.78
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|
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4/21/2032
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|
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—
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|
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—
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9/6/2022
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|
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1,437
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|
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21,563
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|
|
|
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2.18
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|
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9/6/2032
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|
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—
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—
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1/1/2021
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—
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—
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|
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—
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|
|
—
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8,710
|
|
|
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10,975
|
|
|
|
|
|
1/1/2022
|
|
|
|
—
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|
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|
|
—
|
|
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|
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—
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|
|
|
—
|
|
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|
21,000
|
|
|
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26,460
|
|
|
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|
|
9/6/2022
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|
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—
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—
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—
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—
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14,000
|
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17,640
|
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|
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Arthur O. Tzianabos, Ph.D.
|
|
4/1/2016
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|
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462,135
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|
|
|
|
—
|
|
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0.47
|
|
|
4/22/2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1/1/2018
|
|
|
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514,653
|
|
|
|
|
—
|
|
|
|
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6.63
|
|
|
12/7/2027
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
3/27/2018
|
|
|
|
92,376
|
|
|
|
|
—
|
|
|
|
|
16.00
|
|
|
3/27/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1/1/2019
|
|
|
|
198,770
|
|
|
|
|
4,230
|
|
|
|
|
24.28
|
|
|
12/14/2028
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1/1/2020
|
|
|
|
261,041
|
|
|
|
|
96,959
|
|
|
|
|
19.92
|
|
|
12/11/2029
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1/1/2021
|
|
|
|
121,708
|
|
|
|
|
132,292
|
|
|
|
|
13.78
|
|
|
2/5/2031
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1/1/2022
|
|
|
|
80,208
|
|
|
|
|
269,792
|
|
|
|
|
2.71
|
|
|
2/24/2032
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
1/1/2021
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
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|
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