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Proposal 1: Ratify Selection of Independent Registered Public Accounting Firm
|
| | The affirmative vote of a majority of the votes cast for or against this proposal is required to ratify the selection of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the | |
| | | | firms in street name for this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of KPMG as our independent registered public accounting firm for fiscal 2022, the audit committee of our Board will reconsider its selection. | |
|
Proposal 2: Election of Class I Director
|
| | The affirmative vote of a majority of the votes cast for or against this proposal is required to elect the nominee to a new term as a Class I director for a term ending at the third succeeding annual meeting. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. | |
Name
|
| |
Number of Late Reports
|
| |
Number of Late Transactions
|
| ||||||
Robert Besthof
|
| | | | 3 | | | | | | 4 | | |
Alessandra Daigneault
|
| | | | 3 | | | | | | 11 | | |
Daniel Javitt
|
| | | | 3 | | | | | | 3 | | |
Patrick Flynn
|
| | | | 2 | | | | | | 5 | | |
William Fricker
|
| | | | 2 | | | | | | 2 | | |
Sharon Glied
|
| | | | 2 | | | | | | 2 | | |
Aaron Gorovitz
|
| | | | 2 | | | | | | 4 | | |
Chaim Hurvitz
|
| | | | 2 | | | | | | 3 | | |
Jonathan Javitt
|
| | | | 2 | | | | | | 3 | | |
H. R. McMaster
|
| | | | 2 | | | | | | 4 | | |
Daniel Troy
|
| | | | 2 | | | | | | 2 | | |
BRAC Lending Group LLC
|
| | | | 1 | | | | | | 1 | | |
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers: | | | | | | | |
Robert Besthof, MIM
|
| |
56
|
| | Interim Chief Executive Officer | |
Alessandra Daigneault, Esq.
|
| |
58
|
| | Chief Corporate Officer, General Counsel, and Secretary | |
Randy Guggenheimer
|
| |
61
|
| | Chief Business Officer | |
Riccardo Panicucci
|
| |
61
|
| | CMC and Technical Operations Advisor | |
Seth Van Voorhees
|
| |
61
|
| | Chief Financial Officer | |
Directors | | | | | | | |
Patrick J. Flynn(1)(2)
|
| |
73
|
| | Director | |
Sherry A. Glied, Ph.D.(3)
|
| |
61
|
| | Director | |
Aaron Gorovitz(1)(2)
|
| |
63
|
| | Director | |
Jonathan Javitt, M.D., M.P.H.(3)
|
| |
65
|
| | Director | |
Chaim Hurvitz(1)
|
| |
61
|
| | Director | |
Daniel E. Troy(2)(3)
|
| |
62
|
| | Director | |
Total Number of Directors
|
| |
6
|
| |||||||||||||||||||||
| | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not Disclose
Gender |
| ||||||||||||
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors | | | | | 1 | | | | | | 5 | | | | | | 0 | | | | | | 0 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black | | | | | | | | | | | | | | | | | | | | | | | | | |
Alaskan Native or Native American | | | | | | | | | | | | | | | | | | | | | | | | | |
Asian | | | | | | | | | | | | | | | | | | | | | | | | | |
Hispanic or Latinx | | | | | | | | | | | | | | | | | | | | | | | | | |
Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | | | |
White | | | | | 1 | | | | | | 4 | | | | | | | | | | | | | | |
Two or More Races or Ethnicities | | | | | | | | | | | | | | | | | | | | | | | | | |
LGBTQ+ | | | | | |||||||||||||||||||||
Did Not Disclose Demographic Background | | |
1
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||||||||
Jonathan Javitt(2)
Director and Former Chief Executive Officer |
| | | | 2021 | | | | | | 275,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 102,287 | | | | | | 377,287 | | |
| | | 2020 | | | | | | 275,000 | | | | | | 325,000 | | | | | | 0 | | | | | | 0 | | | | | | 14,586 | | | | | | 614,586 | | | ||
Robert Besthof(3)
Chief Commercial and Patient Officer and Head of Operations and Interim Chief Executive Officer |
| | | | 2021 | | | | | | 264,000 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 264,000 | | |
| | | 2020 | | | | | | 252,000 | | | | | | 0 | | | | | | 744,114 | | | | | | 0 | | | | | | 0 | | | | | | 996,114 | | | ||
Alessandra Daigneault(4)
Chief Corporate Officer, General Counsel and Secretary |
| | | | 2021 | | | | | | 228,000 | | | | | | 290,000 | | | | | | 1,754,611 | | | | | | 0 | | | | | | 2,961 | | | | | | 2,275,572 | | |
Randy Guggenheimer(5)
Chief Business Officer |
| | | | 2021 | | | | | | 143,846 | | | | | | 0 | | | | | | 3,443,247 | | | | | | 0 | | | | | | 0 | | | | | | 3,587,093 | | |
| | |
Option Awards
|
| |||||||||||||||||||||||||||
Name and Principal Position
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Exercise
Option Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||
Jonathan Javitt
Director and Former Chief Executive Officer |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert Besthof
Interim Chief Executive Officer |
| | | | 3/1/2016 | | | | | | 247,200 | | | | | | — | | | | | $ | 0.20 | | | | | | 2/28/2026 | | |
| | | 10/23/2020 | | | | | | 69,440 | | | | | | 277,760 | | | | | $ | 3.07 | | | | | | 10/23/2030 | | | ||
Alessandra Daigneault
Chief Corporate Officer, General Counsel and Secretary |
| | | | 9/1/2020 | | | | | | 23,972 | | | | | | 47,952 | | | | | $ | 3.07 | | | | | | 9/1/2030 | | |
| | | 11/15/2020 | | | | | | 8,267 | | | | | | 20,667 | | | | | $ | 3.07 | | | | | | 11/15/2030 | | | ||
| | | 5/21/2021 | | | | | | 43,400 | | | | | | 105,400 | | | | | $ | 14.58 | | | | | | 5/21/2031 | | | ||
| | | 9/7/2021 | | | | | | 5,000 | | | | | | 25,000 | | | | | $ | 12.96 | | | | | | 9/7/2031 | | | ||
Randy Guggenheimer
Chief Business Officer |
| | | | 5/21/2021 | | | | | | — | | | | | | 347,200 | | | | | $ | 14.58 | | | | | | 5/21/2031 | | |
Name
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Option
Awards ($) |
| |
Total ($)
|
| |||||||||
Patrick Flynn
|
| | | $ | 31,500 | | | | | $ | 59,367 | | | | | $ | 90,867 | | |
Sherry Glied
|
| | | $ | 24,500 | | | | | $ | 59,367 | | | | | $ | 83,867 | | |
Aaron Gorovitz
|
| | | $ | 28,000 | | | | | $ | 59,367 | | | | | $ | 87,367 | | |
Chaim Hurwitz
|
| | | $ | 24,500 | | | | | $ | 59,367 | | | | | $ | 83,867 | | |
H.R. McMaster
|
| | | $ | 21,000 | | | | | $ | 59,367 | | | | | $ | 80,367 | | |
Dan Troy
|
| | | $ | 29,750 | | | | | $ | 59,367 | | | | | $ | 89,117 | | |
Name and Address of Beneficial Owners
|
| |
Number of Shares
Beneficially Owned |
| |
Percentage of Shares
Beneficially Owned |
| ||||||
Officers and Directors | | | | | | | | | | | | | |
Jonathan Javitt(1)
|
| | | | 14,868,329 | | | | | | 22.3% | | |
Patrick J. Flynn(2)
|
| | | | 1,319,151 | | | | | | 2.0% | | |
Sherry A. Glied, Ph.D.(3)
|
| | | | 58,703 | | | | | | * | | |
Aaron Gorovitz(4)
|
| | | | 45,531 | | | | | | * | | |
Chaim Hurvitz(5)
|
| | | | 1,648,638 | | | | | | 2.5% | | |
Daniel Troy(6)
|
| | | | 88,628 | | | | | | * | | |
Robert Besthof(7)
|
| | | | 225,440 | | | | | | * | | |
Alessandra Daigneault(8)
|
| | | | 161,067 | | | | | | * | | |
Randy Guggenheimer(9)
|
| | | | 73,733 | | | | | | * | | |
All Executive Officers and Directors as a Group (10 persons)
|
| | | | 18,415,486 | | | | | | 27.1% | | |
All Greater than 5% Holders | | | | | | | | | | | | | |
Jonathan Javitt(1)
|
| | | | 14,868,329 | | | | | | 22.3% | | |
Glytech, LLC(10)
|
| | | | 12,655,964 | | | | | | 19.0% | | |
Armistice Capital Master Fund Ltd.(11)
|
| | | | 6,259,781 | | | | | | 9.4% | | |
Plan Type
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights |
| |
Weighted-average
exercise price of outstanding options, warrants and rights |
| |
Number of shares of
common stock remaining available for future issuance under equity compensation plans |
| |||||||||
Equity compensation plans approved by
security holders |
| | | | 4,641,453(1) | | | | | $ | 4.46 | | | | | | 731,596 | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
| | |
For the year ended December 31
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Audit fees(1)
|
| | | $ | 798,600 | | | | | $ | 350,000 | | |
Audit-related fees(2)
|
| | | $ | 0 | | | | | $ | 0 | | |
Tax fees(3)
|
| | | $ | 0 | | | | | $ | 0 | | |
All other fees(4)
|
| | | $ | 0 | | | | | $ | 0 | | |
Total fees
|
| | | $ | 798,600 | | | | | $ | 350,000 | | |