ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
All of our directors bring to our Board of Directors
executive leadership experience from their service as executives and/or directors of our Company and/or other entities. The biography
of each of the nominees below contains information regarding the person's business experience, director positions held currently or at
any time during the last five years, and the experiences, qualifications, attributes and skills that caused the Nominating and Corporate
Governance Committee and our Board of Directors to determine that the person should serve as a director, given our business and structure.
| Name |
|
Age |
|
Position(s) with Onconova Therapeutics, Inc. |
|
Served as
Director
From |
| Jack E. Stover |
|
69 |
|
Director |
|
2016 |
| James J. Marino |
|
72 |
|
Chairman of the Board of Directors |
|
2015 |
| Jerome E. Groopman, M.D. |
|
70 |
|
Director |
|
2013 |
| Steven M. Fruchtman |
|
71 |
|
Director, President and Chief Executive Officer |
|
2019 |
| M. Teresa Shoemaker |
|
61 |
|
Director |
|
2020 |
| Viren Mehta |
|
72 |
|
Director |
|
2004 |
Jack
E. Stover. Mr. Stover has served as a member of our Board of Directors since
May 2016. Since March 2021, Mr. Stover has been Chief Executive Officer of NorthView Acquisition Corp. From
December 2015 until June 2016, Mr. Stover served as Interim President and CEO of Interpace Diagnostics
Group, Inc. (“Interpace”) and, since August 2005, served on the Board of Directors of Interpace and was
chairman of Interpace’s audit committee from August 2005 until December 2015. In June 2016 until
December 2020, Mr. Stover was President, CEO and Director of Interpace, which in 2019 changed its name to Interpace
Biosciences, Inc. From June 2016 to December 2016, Mr. Stover was chairman of the audit committee and a member
of the Board of Directors of Viatar CTC Solutions, Inc. From 2004 to 2008, he served as Chief Executive Officer, President and
Director of Antares Pharma, Inc., a publicly held specialty pharmaceutical company then listed on the American Stock Exchange
and subsequently Nasdaq. In addition to other relevant experience, Mr. Stover was also formerly a partner with
PricewaterhouseCoopers (then Coopers and Lybrand), working in the bioscience industry division in New Jersey. Mr. Stover
received his B.A. in Accounting from Lehigh University and is a Certified Public Accountant.
Our Board of Directors believes that Mr. Stover's
experience holding senior leadership positions in the life sciences industry, his specific experience and skills in the areas of general
operations, and financial operations and administration, and his extensive experience in accounting and as an audit committee member
and chair of various public companies in the life sciences industry, provide him with the qualifications and skills to serve as a director.
James
J. Marino. Mr. Marino has served as Chairman of the Board of Directors since August 2020
and as a member of our Board of Directors since July 2015. Prior to July 2015, Mr. Marino was a Partner at the global law
firm of Dechert LLP for 28 years, where he served as Managing Partner of the Princeton Office. Mr. Marino served as the
outside counsel for the Company from its inception through and including its initial public offering. On March 8, 2017, Mr. Marino
was appointed to the Board of Directors and as chairperson of the compensation committee of Celldex Therapeutics, Inc., a public
company which is developing targeted therapeutics to address devastating diseases for which available treatments are inadequate. Previously,
he served on the Board of Directors of Pharmacopeia Drug Discovery, Inc. from 2000 to 2006 and has worked in advisory capacities
and on the boards of multiple non-profit organizations. He recently served on the Board of Wake Forest University Baptist Medical Center
and is currently a Life Trustee of Wake Forest University. Mr. Marino received his B.A., J.D. and MBA from Rutgers University.
Our Board of Directors believes that Mr. Marino's
perspective and experience advising the Company and numerous other leading life science companies in connection with financings, acquisitions
and strategic alliances, provide him with the qualifications and skills to serve as a director.
Jerome
E. Groopman, M.D. Dr. Groopman has served as a member of our Board of Directors since July 2013.
Dr. Groopman has served as the Dina and Raphael Recanati Professor of Medicine at Harvard Medical School since January 1992.
He has also served as Attending Hematologist/Oncologist at Beth Israel Deaconess Medical Center since July 1996. Dr. Groopman
received an M.D. from Columbia University College of Physicians and Surgeons, and a B.A. in Political Philosophy from Columbia College.
Our Board of Directors believes Dr. Groopman's
perspective and experience in the healthcare industry, as well as his educational background, provide him with the qualifications and
skills to serve as a director.
Steven
M. Fruchtman, M.D. Dr. Fruchtman was appointed as a member of our Board of Directors and as
our Chief Executive Officer on January 15, 2019. He was appointed President in June 2018 and continues to serve as President.
Dr. Fruchtman served as our Chief Medical Officer and Senior Vice President, Research and Development from January 2015 to November 2018.
Dr. Fruchtman is a board certified hematologist with extensive industry experience in clinical research for myelodysplastic syndromes,
hematologic malignancies and solid tumors.
From June 2014 to January 2015, Dr. Fruchtman
was a hematology oncology drug development consultant. From September 2013 to June 2014, Dr. Fruchtman served as Chief
Medical Officer at Syndax Pharmaceuticals, Inc., a biopharmaceutical company. From July 2011 to July 2013, Dr. Fruchtman
was the Chief Medical Officer and Senior Vice President of Research and Regulatory Affairs at Spectrum Pharmaceuticals, a biopharmaceutical
company (“Spectrum”). From February 2011 to June 2011, he was Vice President of Research at Spectrum. From February 2009
to January 2011, Dr. Fruchtman was Vice President, Clinical Research at Allos Therapeutics, Inc., a biopharmaceutical company.
Prior to this, Dr. Fruchtman held senior positions at Novartis and Ortho Biotech Products. Dr. Fruchtman was on the faculty
of the Mount Sinai School of Medicine and was the Director of the Stem Cell Transplantation and Myeloproliferative Disorder Programs at
Mount Sinai Hospital in New York City. Dr. Fruchtman received his medical degree from New York Medical College and his B.A. from
Cornell University. He is currently a board member of the Bone Marrow & Cancer Foundation.
Our Board of Directors believes Dr. Fruchtman's
perspective and experience as our Chief Medical Officer, President and Chief Executive Officer, as well as his depth of experience in
the healthcare industry and his educational background, provide him with the qualifications and skills to serve as a director.
M.
Teresa Shoemaker. Ms. Shoemaker has served as a member of our Board of Directors since April 2020.
Ms. Shoemaker served as the President and CEO of Medexus Pharmaceuticals, Inc. (“Medexus”) from October 2018
to May 2020. Prior to joining Medexus, she served as President and CEO and board member of Medac Pharma, Inc. from its inception
in June 2012 until its acquisition by Medexus in October 2018. Ms. Shoemaker implemented Medac's commercial strategy in
support of a commercial product for the treatment of rheumatoid arthritis. Previously, Ms. Shoemaker served as Principal and Co-Founder
of BioPharm Strategic Solutions from 2010 to 2012. From October 2009 to July 2010, she served as Vice President of Sales at
InterMune, Inc. From 2002 to 2008, Ms. Shoemaker served as National Sales Director and then Sr. Director US Commercial Operations
for Pharmion Corporation (“Pharmion”). In 2008, when Celgene Corporation acquired Pharmion, Ms. Shoemaker remained as
Executive Director of Strategic Commercial Operations working as part of the executive transition team until 2009. Ms. Shoemaker
began her career at DuPont Pharmaceuticals, which was acquired by Bristol Myers Squibb in 2000, where she held a number of sales and marketing
leadership positions. Ms. Shoemaker holds B.S. degrees in Communication Science and Psychology from Missouri State University, and
a M.S. degree in Communication Science and Disorders from University of Central Missouri.
Our Board of Directors believes that Ms. Shoemaker's
experience holding senior leadership positions in the life sciences industry and her specific skills, developing and managing commercial
organizations in the life sciences industry, provide her with the qualifications and skills to serve as a director.
Viren
Mehta. Dr. Mehta has served as a member of our Board of Directors since February 2004.
Dr. Mehta has been a managing member of Mehta Partners since 1997. Mehta Partners provides strategic advisory services to the biotechnology
and pharmaceutical companies worldwide. Prior to founding Mehta Partners, Dr. Mehta co-founded Mehta and Isaly in 1989, and prior
to that was a part of the strategic planning team of the International Division at Merck & Co. Dr. Mehta earned a Doctor
of Pharmacy at the University of Southern California, and an M.B.A. from the Anderson School of Business at the University of California,
Los Angeles. His board affiliations include Yisheng Biopharma, Project Hope and the Venice Family Clinic.
Our Board of Directors believes Dr. Mehta's
perspective and experience in the life sciences industry as a biopharma fund manager, fund consultant and a strategic advisor to senior
managers in the biopharma industry, as well as his educational background, provide him with the qualifications and skills to serve as
a director.
Executive Officers
The following table sets forth certain information
regarding our executive officers who are not also directors.
| Name |
Age |
|
Position(s) with Onconova Therapeutics, Inc. |
| Abraham N. Oler, J.D. |
46 |
|
Senior Vice President, Corporate Development and General Counsel |
| Mark S. Gelder, M.D. |
65 |
|
Chief Medical Officer |
| Mark P. Guerin |
53 |
|
Chief Financial Officer |
Abraham
N. Oler, J.D. Mr. Oler has served as our Senior Vice President, Corporate Development and General
Counsel since January 2020. Previously, he served as Vice President, Corporate Development and General Counsel since December 2018.
Prior to joining us, from 2010 to 2018, Mr. Oler was Vice President of Operations at Spectrum, where he headed the legal function
and worked in corporate development. Additionally, he served as Chief of Staff to the CEO and corporate secretary. He was also an officer
and director for several Spectrum subsidiary companies. From 2007 to 2010, Mr. Oler was a corporate attorney at the international
law firm of Kirkland & Ellis LLP. Mr. Oler received his J.D. and an M.B.A. from Northwestern University. He received
an M.Sc. in Politics of the World Economy from the London School of Economics and a B.S.in Economics and a B.A. in International Relations
from the University of Pennsylvania.
Mark
P. Guerin. Mr. Guerin has served as our Chief Financial Officer since September 1, 2016. Previously, he served
as Vice President—Financial Planning & Accounting, and Chief Accounting Officer since May 2014, and as Vice President—Financial
Planning & Accounting from September 2013 to May 2014. He has also served as our principal financial officer since
February 12, 2016. Between January 2012 and September 2013, Mr. Guerin was self-employed as a financial and accounting
consultant. For more than six years, through December 2011, Mr. Guerin was employed by CardioKine, Inc. and served as Chief
Financial Officer from mid-2009 through December 2011. Mr. Guerin received his B.A. in Accounting from DeSales University.
Mark
S. Gelder, M.D. Dr. Gelder has served as our Chief Medical Officer since June 2021. Prior to joining us, Dr. Gelder
was employed by Elevar Therapeutics, Inc. as Chief Medical Officer from December 2020 to June 2021 and as Vice President,
Head of Medical Affairs from May 2020 to December 2020. From June 2018 to May 2020, Dr. Gelder was Head of America’s
and AsiaPac Oncology Medical Directors Team and Executive Medical Director, Strategy and Planning, Oncology at Covance Inc. Dr. Gelder
was employed by Pierian Biosciences, Inc., as Chief Medical Officer from September 2016 to October 2017, as Executive Vice
President, Head of Research & Development from April 2016 to September 2016 and as Senior Vice President, Head of Clinical
Development from January 2016 to April 2016. He was Chief Medical Officer (consultant) for Accelovance, Inc from September 2015
to January 2016. He was Vice President, Clinical Development for Inovio Therapeutics, Inc from January 2015 to September 2015.
He was Senior Vice President & Chief Medical Officer for Heron Therapeutics, Inc. (formerly AP Pharma) from December 2012
to January 2015. From 2003 to 2012, Dr Gelder held senior medical affairs, clinical development and strategic planning positions
at Pfizer, Wyeth Research, Bayer HealthCare Pharmaceuticals and GE Healthcare.
Dr. Gelder received his B.S. from Colgate
University and his MD from the University of Virginia School of Medicine. Following graduation from medical school Dr. Gelder completed
residencies in Internal Medicine and OB/GYN as well as a Fellowship in Gynecologic Oncology. Following completion of his fellowship, Dr. Gelder
practiced as a Gynecologic Oncologist at the University of Florida College of Medicine where he became the Director of the Division of
Gynecologic Oncology. Following this, Dr. Gelder entered private practice where he joined a large oncology multi-specialty group.
In 2003, Dr. Gelder transitioned from clinical practice to industry.
Corporate Governance
Board Composition and Independence
Our Board of Directors currently consists of six
members. Our Board of Directors has undertaken a review of the independence of our directors and has determined that all directors, except
Steven M. Fruchtman, M.D., are independent within the meaning of Section 5605(a)(2) of the NASDAQ Stock Market listing rules and
Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our Tenth Amended and Restated Certificate
of Incorporation, as amended, provides that our Board of Directors will consist of not less than three nor more than 11 directors, as
such number of directors may from time to time be fixed by our Board of Directors. Each director shall be elected to the Board of Directors
to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified.
Board Leadership Structure and
Role in Risk Oversight
Our Board of Directors recognizes the time, effort
and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the
commitment required to serve as our chairman, particularly as the Board of Directors' oversight responsibilities continue to grow. We
believe that, at present, separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing
our chairman to lead the Board of Directors in its fundamental role of providing advice to, and independent oversight of, management.
Our Board of Directors also believes that this structure ensures a greater role for the independent directors in the oversight of our
company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work
of our Board of Directors.
While our bylaws do not require that our chairman
and chief executive officer positions be separate, our Board of Directors believes that having separate positions is the appropriate leadership
structure for us at this time and demonstrates our commitment to good corporate governance.
Risk is inherent with every business, and
how well a business manages risk can ultimately determine its success. We face a number of risks, including but not limited to risks
relating to limited cash resources, need to raise additional funds, product candidate development, technological uncertainty,
dependence on collaborative partners and other third parties, uncertainty regarding patents and proprietary rights, comprehensive
government regulations, having no commercial manufacturing experience, marketing or sales capability or experience and dependence on
key personnel. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole
and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of
Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are
adequate and functioning as designed. The Board of Directors periodically consults with management regarding the Company's
risks.
Our Board of Directors is actively involved in
oversight of risks that could affect us. This oversight is conducted primarily through the audit committee of our Board of Directors,
but the full Board of Directors has retained responsibility for general oversight of risks.
Board Committees
Our Board of Directors has established three standing
committees: the audit committee, the compensation committee and the nominating and corporate governance committee. The current members
of our audit committee are James J. Marino, Viren Mehta and Jack E. Stover, with Jack E. Stover serving as chairperson. The current
members of our compensation committee are M. Teresa Shoemaker, James J. Marino and Jack E. Stover with M. Teresa Shoemaker serving
as chairperson. The current members of our nominating and corporate governance committee are M. Teresa Shoemaker, Viren Mehta and Jerome
E. Groopman, M.D., with Viren Mehta serving as chairperson.
Our Board of Directors has determined that James
J. Marino, Viren Mehta and Jack E. Stover meet the additional test for independence for audit committee members imposed by Securities
and Exchange Commission ("SEC") regulations and Section 5605(c)(2)(A) of the NASDAQ Stock Market listing rules and
that M. Teresa Shoemaker, James J. Marino and Jack E. Stover meet the additional test for independence for compensation committee members
imposed by Section 5605(d)(2)(A) of the NASDAQ Stock Market listing rules.
Audit Committee
The primary purpose of our audit committee is
to assist the Board of Directors in the oversight of the integrity of our accounting and financial reporting process, the audits of our
consolidated financial statements, and our compliance with legal and regulatory requirements. Our audit committee met four times during
fiscal year 2021. The functions of our audit committee include, among other things:
• hiring the independent registered public accounting
firm to conduct the annual audit of our consolidated financial statements and monitoring its independence and performance;
• reviewing and approving the planned scope of the annual
audit and the results of the annual audit;
• pre-approving all audit services and permissible non-audit
services provided by our independent registered public accounting firm;
• reviewing the significant accounting and reporting
principles to understand their impact on our consolidated financial statements;
• reviewing our internal financial, operating and accounting
controls with management, our independent registered public accounting firm and our internal audit provider;
• reviewing with management and our independent registered
public accounting firm, as appropriate, our financial reports, earnings announcements and our compliance with legal and regulatory requirements;
• periodically reviewing and discussing with management
the effectiveness and adequacy of our system of internal controls;
• in consultation with management and the independent
auditors, reviewing the integrity of our financial reporting process and adequacy of disclosure controls;
• reviewing potential conflicts of interest under and
violations of our code of conduct;
• establishing procedures for the treatment of complaints
received by us regarding accounting, internal accounting controls or auditing matters and confidential submissions by our employees of
concerns regarding questionable accounting or auditing matters;
• reviewing and approving related-party transactions;
and
• reviewing and evaluating, at least annually, our audit
committee's charter.
With respect to reviewing and approving related-party
transactions, our audit committee reviews related-party transactions for potential conflicts of interests or other improprieties. Under
SEC rules, as a smaller reporting company, related-party transactions are those transactions to which we are or may be a party in which
the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal
years, and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material
interest, excluding, among other things, compensation arrangements with respect to employment and Board of Directors membership. Our audit
committee could approve a related-party transaction if it determines that the transaction is in our best interests. Our directors are
required to disclose to this committee or the full Board of Directors any potential conflict of interest, or personal interest in a transaction
that our Board of Directors is considering. Our executive officers are required to disclose any related-party transaction to the audit
committee. We also poll our directors on an annual basis with respect to related-party transactions and their service as an officer or
director of other entities. Any director involved in a related-party transaction that is being reviewed or approved must recuse himself
or herself from participation in any related deliberation or decision. Whenever possible, the transaction should be approved in advance
and if not approved in advance, must be submitted for ratification as promptly as practical.
The financial literacy requirements of the SEC
require that each member of our audit committee be able to read and understand fundamental financial statements. In addition, at least
one member of our audit committee must qualify as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K
promulgated under the Securities Act, and have financial sophistication in accordance with the NASDAQ Stock Market listing rules. Our
Board of Directors has determined that Jack E. Stover qualifies as an audit committee financial expert.
Both our independent registered public accounting
firm and management periodically will meet privately with our audit committee.
The Board of Directors has adopted a charter for
the audit committee, which is available in the corporate governance section of our website at http://www.onconova.com.
Compensation Committee
The primary purpose of our compensation committee
is to assist our Board of Directors in exercising its responsibilities relating to compensation of our executive officers and employees
and to administer our equity compensation and other benefit plans. In carrying out these responsibilities, this committee reviews all
components of executive officer and employee compensation for consistency with its compensation philosophy, as in effect from time to
time. Our compensation committee met ten times during fiscal 2021. The functions of our compensation committee include, among other things:
• designing and implementing competitive compensation,
retention and severance policies to attract and retain key personnel;
• reviewing and formulating policy and determining the
compensation of our Chief Executive Officer, our other executive officers and employees;
• reviewing and recommending to our Board of Directors
the compensation of our non-employee directors;
• reviewing and evaluating our compensation risk policies
and procedures;
• administering our equity incentive plans and granting
equity awards to our employees, consultants and directors under these plans;
• administering our performance bonus plans and granting
bonus opportunities to our employees, consultants and non-employee directors under these plans;
• if required from time to time, preparing the analysis
or reports on executive officer compensation required to be included in our annual proxy statement;
• engaging compensation consultants or other advisors
it deems appropriate to assist with its duties; and
• reviewing and evaluating, at least annually, our compensation
committee's charter.
The Board of Directors has adopted a charter for
the compensation committee, which is available in the corporate governance section of our website at http://www.onconova.com.
The compensation committee has utilized Radford
("Radford"), an Aon Hewitt company, as its executive compensation consultant. Radford reports directly to the compensation committee.
The compensation committee may replace Radford or hire additional consultants at any time. Upon request by the compensation committee
or its chair, a representative of Radford attends meetings of the compensation committee and is available to discuss compensation issues
in between meetings.
In connection with its work for the compensation
committee, Radford provided various executive compensation services to the compensation committee pursuant to a written consulting agreement.
Generally, these services included advising the compensation committee on the principal aspects of our executive compensation program
and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and
our award values in relation to performance.
The compensation committee retains sole authority
to hire any compensation consultant, approve such consultant's compensation, determine the nature and scope of its services, evaluate
its performance, and terminate its engagement. We assessed the independence of Radford pursuant to SEC rules and determined that
no known conflict of interest existed that would prevent Radford from serving as an independent consultant to the compensation committee.
The compensation committee has reviewed our compensation
policies and practices for all employees, including our named executive officers, as they relate to risk management practices and risk-taking
incentives, and has determined that there are no risks arising from these policies and practices that are reasonably likely to have a
material adverse effect on us.
Nominating and Corporate Governance Committee
The primary purpose of our nominating and corporate
governance committee is to assist our Board of Directors in promoting the best interest of our company and our stockholders through the
implementation of sound corporate governance principles and practices. Our nominating and corporate governance committee met two times
during fiscal 2021. The functions of our nominating and corporate governance committee include, among other things:
• identifying, reviewing and evaluating candidates to
serve on our Board of Directors;
• determining the minimum qualifications for service
on our Board of Directors;
• developing and recommending to our Board of Directors
an annual self-evaluation process for our Board of Directors and overseeing the annual self-evaluation process;
• developing, as appropriate, a set of corporate governance
principles, and reviewing and recommending to our Board of Directors any changes to such principles; and
• periodically reviewing and evaluating our nominating
and corporate governance committee's charter.
The Board of Directors has adopted a charter for
the nominating and corporate governance committee, which is available in the corporate governance section of our website at http://www.onconova.com.
Code of Conduct for Employees,
Executive Officers and Directors
We have adopted a code of conduct applicable to
all of our employees, executive officers and directors. The code of conduct is available in the corporate governance section of our website
at http://www.onconova.com.
The audit committee of our Board of Directors
is responsible for overseeing the code of conduct and must approve any waivers of the code of conduct for employees, executive officers
or directors.
Meetings of the Board of Directors
The Board of Directors held eight meetings during
fiscal 2021. During fiscal 2021, each director attended at least 75 percent of the aggregate of the total number of meetings of the
Board of Directors and the committees on which such director served.
Directors are encouraged,
but not required, to attend the annual meeting of stockholders. Two of our directors attended the 2020 Annual Meeting of Stockholders.
Director Nomination Process
The process followed by our nominating and corporate
governance committee to identify and evaluate director candidates includes requests to members of our Board of Directors and others for
recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates
and interviews of selected candidates by members of the nominating and corporate governance committee and the Board of Directors.
In determining whether to recommend any particular
candidate for inclusion in the Board of Directors' slate of recommended director nominees, our nominating and corporate governance committee
considers the composition of the Board of Directors with respect to depth of experience, balance of professional interests, required expertise
and other factors. The nominating and corporate governance committee considers the value of diversity when recommending candidates. The
committee views diversity broadly to include diversity of experience, skills and viewpoint. The nominating and corporate governance committee
does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our
Board of Directors believe that the backgrounds and qualifications of its directors, considered as a group, should provide a composite
mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities.
Stockholders may recommend individuals to our
nominating and corporate governance committee for consideration as potential director candidates. The nominating and corporate governance
committee will evaluate stockholder-recommended candidates by following the same process and applying the same criteria as it follows
for candidates submitted by others.
Stockholders may directly nominate a person for
election to our Board of Directors by complying with the procedures set forth in Section 2.2(A) of our bylaws, and with the
rules and regulations of the SEC. Under our bylaws, only persons nominated in accordance with the procedures set forth in the bylaws
will be eligible to serve as directors. In order to nominate a candidate for service as a director, you must be a stockholder at the time
you give the Board of Directors notice of your nomination, and you must be entitled to vote for the election of directors at the meeting
at which your nominee will be considered. In addition, the stockholder must have given timely notice in writing to our Secretary. To be
timely, a stockholder's notice must be delivered to the Secretary at our principal executive offices not later than the 90th day,
nor earlier than the 120th day, prior to the first anniversary of the prior year's annual meeting of stockholders (provided, however,
that in the event that the date of the annual meeting is more than 30 days before or 60 days after such anniversary date, notice
by the stockholder must be delivered no earlier than the 120th day prior to the annual meeting and no later than the later of the
90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such annual
meeting is first made by us). Your notice must set forth (i) the name, age, business address and, if known, residence address of
the nominee, (ii) the principal occupation or employment of the nominee, (iii) the class and number of shares of stock of the
Company directly or indirectly, owned beneficially or of record by the nominee, (iv) a description of all arrangements or understandings
between you and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be
made by you, and (v) all other information relating to the nominee that is required to be disclosed in solicitations of proxies for
the election of directors in an election contest, or is otherwise required, in each case, pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder. Nominations for director must be accompanied by the nominee's written consent
to being named in the proxy statement as a nominee and to serving as a director if elected.
Stockholder Communications with
the Board of Directors
You can contact our Board of Directors to provide
comments, to report concerns, or to ask a question, at the following address.
President
Onconova Therapeutics, Inc.
12 Penns Trail
Newtown, PA 18940
United States
You may submit your concern anonymously or confidentially
by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.
Communications are distributed to our Board of
Directors, or to any individual directors, as appropriate, depending on the facts and circumstances outlined in the communication.
Delinquent Section 16(a) Reports
Pursuant to Section 16(a) of the Exchange
Act and the rules issued thereunder, our executive officers, directors and beneficial owners of more than ten percent of our common
stock are required to file with the SEC reports of holdings of and transactions in our securities. Copies of such reports are required
to be furnished to us. Based solely on a review of the copies of such reports furnished to us, or written representations that no other
reports were required, we believe that all required reports were filed in fiscal 2021 in a timely manner, except for one Form 4 for
Mark S. Gelder which was inadvertently filed late to report an option grant.
ITEM 11. EXECUTIVE COMPENSATION.
Overview of Executive Compensation
The compensation committee of our Board of Directors
is responsible for overseeing the compensation of all of our executive officers. In this capacity, our compensation committee annually
reviews and approves the compensation of our chief executive officer and other executive officers, including such goals and objectives
relevant to the executive officers' compensation that the committee, in its discretion, determines are appropriate, evaluates their performance
in light of those goals and objectives, and sets their compensation based on this evaluation.
2021 Summary Compensation Table
The following table sets forth information for
the fiscal years ended December 31, 2021 and 2020 concerning compensation of our principal executive officer and the two most highly
compensated executive officers during 2021. We refer to these three executive officers as our "named executive officers."
| | |
| | |
| | |
| | |
Stock | | |
Option | | |
All Other | | |
| |
| |
| | |
Salary | | |
Bonus | | |
Awards | | |
Awards | | |
Compensation | | |
Total | |
| Name and Principal Position | |
Year | | |
($) | | |
($)(1) | | |
($)(2) | | |
($)(3) | | |
($)(4) | | |
($) | |
| Steven M. Fruchtman, M.D. | |
| 2021 | | |
| 600,000 | | |
| 279,750 | | |
| 1,261,685 | | |
| 509,079 | | |
| 23,699 | | |
| 2,674,213 | |
| President and Chief Executive Officer | |
| 2020 | | |
| 562,224 | | |
| 266,705 | | |
| 118,173 | | |
| 61,507 | | |
| 23,214 | | |
| 1,031,823 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Mark P. Guerin | |
| 2021 | | |
| 400,000 | | |
| 149,200 | | |
| 528,430 | | |
| 192,688 | | |
| 29,202 | | |
| 1,299,520 | |
| Chief Financial Officer | |
| 2020 | | |
| 374,816 | | |
| 142,243 | | |
| 50,364 | | |
| 26,219 | | |
| 28,467 | | |
| 622,109 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Abraham N. Oler | |
| 2021 | | |
| 375,000 | | |
| 139,875 | | |
| 383,588 | | |
| 180,089 | | |
| 14,739 | | |
| 1,093,291 | |
| Senior Vice President, Corporate Development and General Counsel | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| (1) | Represents discretionary annual bonus amounts earned in the year reported herein.
|
| (2) | The amounts shown for 2021 represent the aggregate grant date fair value related to the grant of performance stock units (“PSUs”)
and restricted stock units (“RSUs”) to our named executive officers in fiscal 2021. The amounts shown for 2020 represent the
aggregate grant date fair value related to the grant of PSUs to our named executive officers in fiscal 2020. Aggregate grant date fair
value is calculated in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information
concerning our financial reporting of PSUs is presented in Note 10 to our Consolidated Financial Statements set forth in our Annual Report
on Form 10-K for the year ended December 31, 2021. See the “Outstanding Equity Awards at Fiscal Year-End – 2021”
table below for additional details regarding the PSUs and RSUs that were granted to our named executive officers in fiscal 2021. |
| (3) | The amounts shown for 2021 represent the aggregate grant date fair value related to the grant of stock appreciation rights and non-qualified
stock options to our named executive officers in fiscal 2021 The amounts shown for 2020 represent the aggregate grant date fair value
related to the grant of stock appreciation rights to our named executive officers in fiscal 2020. Aggregate grant date fair value is calculated
in accordance with FASB ASC Topic 718 (excluding the effect of any estimate of future forfeitures). Additional information concerning
our financial reporting of stock appreciation rights and stock options is presented in Note 10 to our Consolidated Financial Statements
set forth in our Annual Report on Form 10-K for the year ended December 31, 2021. See the “Outstanding Equity Awards at
Fiscal Year-End – 2021” table below for additional details regarding the stock appreciation rights that were granted to our
named executive officers in fiscal 2021. |
| (4) | Includes amounts paid for insurance premiums on behalf of the named executive officer and matching funds paid pursuant to our 401(k) Plan. |
Employment Agreements
We have entered into employment agreements with
each of our named executive officers, and the compensation of our named executive officers is determined, in large part, by the terms
of those employment agreements. Following are descriptions of the material terms of each named executive officer’s employment agreement.
Steven M. Fruchtman, M.D.
We entered into an employment
agreement with Dr. Fruchtman on June 19, 2018, which supersedes any prior employment agreements (the “Employment Agreement”).
The employment agreement continues indefinitely, unless terminated in accordance with the terms of the agreement. On March 18, 2021,
we entered into an amendment to the Original Agreement (the “Amendment”).
The Employment Agreement
provides for an initial base salary of $510,000, subject to adjustment upon annual review, and subject to the compensation committee's
sole discretion, an annual bonus, based on the performance of Dr. Fruchtman and the Company, of up to 50% of such base salary. The
bonus may be paid in the form of cash, stock options, shares of our common stock, or a combination thereof, at our compensation committee's
discretion.
Dr. Fruchtman is
entitled to participate in all of our employee benefit plans and programs that are made generally available from time to time to our executive
officers and is entitled to vacation benefits. Dr. Fruchtman's Employment Agreement contains non-solicitation, non-competition, confidentiality
and inventions assignment provisions that, among other things, prevent him from competing with us during the term of his employment and
for a specified time thereafter. The Company will reimburse Dr. Fruchtman for reasonable expenses including certain commuting costs
to the Company's offices.
If Dr. Fruchtman's
employment is terminated due to his death, disability, by us for "cause" or by Dr. Fruchtman without "good reason"
during the term of his employment agreement, we will pay to Dr. Fruchtman or his spouse or estate the balance of his accrued and
unpaid salary, unreimbursed expenses, and unused accrued vacation time through the termination date.
If Dr. Fruchtman's
employment is terminated by us without "cause" or by Dr. Fruchtman for "good reason," other than during a change
in control protection period, Dr. Fruchtman will be entitled to receive severance equal to the sum of his current base salary and
target bonus for the fiscal year during which his employment ceases. If the termination is during a change in control protection period,
Dr. Fruchtman will be entitled to receive severance equal to the sum of his current base salary and target bonus for the fiscal year
during which his employment ceases. A change in control protection period is the twelve months following a change in control. The Company
will also reimburse Dr. Fruchtman for a portion of his medical insurance costs and all of Dr. Fruchtman's stock options that
are unvested as of the date of such termination would fully vest as of the date of termination. Any severance payments or benefits provided
to Dr. Fruchtman are subject to execution by Dr. Fruchtman of a release of claims.
The Amendment removed Section 4(d) of
the Employment Agreement, under which if Dr. Fruchtman would voluntarily resign from employment within three months following the
Company’s appointment of a new Chief Executive Officer (other than Dr. Fruchtman) and upon not less than 30 days’ notice,
Dr. Fruchtman would be entitled to receive seven months of his current base salary, and any outstanding unvested options to purchase
shares of Company common stock would become fully vested as of the date of termination.
In addition, under the Amendment, if
Dr. Fruchtman’s employment is terminated by the Company without “cause” or by Dr. Fruchtman for
“good reason,” other than during the 12-month period following a change in control of the Company, Dr. Fruchtman
will be entitled to receive twelve months of his current base salary and target bonus.
If the termination is during the 12-month period following a change in control of the Company, Dr. Fruchtman will be entitled
to receive the sum of one and one-half times of (i) his current base salary and (ii) target bonus. The Company will also
reimburse Dr. Fruchtman for the employer’s portion of his medical insurance costs under COBRA for twelve months if
Dr. Fruchtman’s termination occurs other than during the 12-month period following a change in control of the Company or
for 18 months if Dr. Fruchtman’s termination occurs during the 12 month-period following a change in control of the
Company. In addition, all of Dr. Fruchtman’s stock options that are unvested as of the date of such termination will
fully vest as of the date of termination. Under the Amendment, in order to receive the forgoing severance benefits,
Dr. Fruchtman must sign a release and waiver of claims and such release becomes effective and irrevocable within 60 days of
Dr. Fruchtman’s cessation of employment and Dr. Fruchtman’s continued compliance with the certain restrictive
covenants in the Agreement. To the extent any of the above severance payments are subject to Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”) and Dr. Fruchtman is classified as a “specified
employee,” as defined in Section 409A, any such payments will not be paid during the six-month period immediately
following such termination.
The Amendment also includes a provision on whistleblower protection
and trade secrets.
Mark P. Guerin
We entered into an employment agreement with Mr. Guerin
on July 1, 2015, which supersedes any prior employment agreements. The employment agreement continues indefinitely, unless terminated
in accordance with the terms of the agreement.
The employment agreement provides for an initial
base salary of $243,165, subject to adjustment upon annual review by our board of directors, and subject to the compensation committee’s
sole discretion, an annual bonus, based on the performance of Mr. Guerin and the Company, of up to 25% of such base salary. The bonus
may be paid in the form of cash, stock options, shares of Common Stock, or a combination thereof, at our compensation committee’s
discretion.
Mr. Guerin is entitled to participate in
all of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is entitled
to vacation benefits. Mr. Guerin’s employment agreement contains non-solicitation, non-competition, confidentiality and inventions
assignment provisions that, among other things, prevent him from competing with us during the term of his employment and for a specified
time thereafter.
If Mr. Guerin’s employment is terminated
due to his death, disability, by us for “cause” or by Mr. Guerin without “good reason” during the term of
his employment agreement, we will pay to Mr. Guerin or his spouse or estate the balance of his accrued and unpaid salary, unreimbursed
expenses, and unused accrued vacation time through the termination date.
If Mr. Guerin’s employment is terminated
by us without “cause” or by Mr. Guerin for “good reason,” other than during a change in control protection
period, Mr. Guerin will be entitled to receive severance equal to nine-twelfths of the sum of his current base salary and target
bonus for the fiscal year during which his employment ceases. If the termination is during a change in control protection period, Mr. Guerin
will be entitled to receive severance equal to the sum of his current base salary and target bonus for the fiscal year during which his
employment ceases. A change in control protection period is the twelve months following a change in control. The Company will also reimburse
Mr. Guerin for a portion of his medical insurance costs and all of Mr. Guerin’s incentive stock options that are unvested
as of the date of such termination would fully vest as of the date of termination.
Abraham N. Oler
We entered into an employment agreement with Mr. Oler
on March 9, 2021, which supersedes any prior employment agreements. The employment agreement continues indefinitely, unless terminated
in accordance with the terms of the agreement.
The employment agreement provides for an initial
base salary of $375,000, subject to adjustment upon annual review by our board of directors, and subject to the compensation committee’s
sole discretion, an annual bonus, based on the performance of Mr. Oler and the Company, of up to 40% of such base salary. The bonus
may be paid in the form of cash, stock options, shares of Common Stock, or a combination thereof, at our compensation committee’s
discretion.
Mr. Oler is entitled to participate in all
of our employee benefit plans and programs that are made generally available from time to time to our executive officers and is entitled
to vacation benefits. Mr. Oler’s employment agreement contains non-solicitation, non-competition, confidentiality and inventions
assignment provisions that, among other things, prevent him from competing with us during the term of his employment and for a specified
time thereafter.
If Mr. Oler’s employment is terminated
due to his death, disability, by us for “cause” or by Mr. Oler without “good reason” during the term of his
employment agreement, we will pay to Mr. Oler or his spouse or estate the balance of his accrued and unpaid salary, unreimbursed
expenses, and unused accrued vacation time through the termination date.
If
Mr. Oler’s employment is terminated by us without “cause” or by Mr. Oler for “good reason,” other
than during a change in control protection period, Mr. Oler will be entitled to receive severance equal to nine-twelfths of the sum
of his current base salary and target bonus for the fiscal year during which his employment ceases. If the termination is during a change
in control protection period, Mr. Oler will be entitled to receive severance equal to the sum of his current base salary and target
bonus for the fiscal year during which his employment ceases. A change in control protection period is the twelve months following a change
in control. The Company will also reimburse Mr. Oler for a portion of his medical insurance costs and all of Mr. Oler’s
stock options that are unvested as of the date of such termination would fully vest as of the date of termination. The foregoing
severance benefits are contingent on Mr. Oler’s execution and nonrevocation of a general release of claims.
Stock Option and Other Compensation Plans
We maintain the Onconova Therapeutics, Inc.
2021 Incentive Compensation Plan (the “2021 Plan”) for the purpose of attracting key employees, directors and consultants,
inducing them to remain with us and encouraging them to increase their efforts to make our business more successful. The 2021 Plan provides
for awards of stock options, stock appreciation rights, restricted stock, RSUs and other equity-based awards.
The following table contains
certain information regarding equity awards held by the named executive officers as of December 31, 2021:
Outstanding Equity Awards at 2021 Fiscal Year-End
| | Option Awards | |
Stock Awards | |
| | | |
| Number of
Securities
Underlying
Unexercised
Options
Exercisable | | |
| Number of
Securities
Underlying
Unexercised
Options
Unexercisable | | |
| Option
Exercise
Price | | |
Option
Expiration | |
| Number of
Shares or
Units of
Stock That
Have Not
Vested | | |
| Market Value
of Shares or
Units of Stock
That Have
Not Vested | | |
| Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That
Have Not Vested | | |
| Equity Incentive
Plan Awards:
Market or Payout
Value of
Unearned Shares,
Units or Other
Rights That
Have Not Vested | |
| Name | | |
| (#) | | |
| (#) | | |
| ($) | | |
Date | |
| (#) | | |
| ($) | | |
| (#) | | |
| ($) | |
| Fruchtman | | |
| 53 | | |
| - | | |
| 9,832.50 | | |
1/12/2025 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 15 | | |
| - | | |
| 5,580.00 | | |
4/20/2025 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 17 | | |
| - | | |
| 3,330.00 | | |
9/25/2025 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 13 | | |
| - | | |
| 1,462.50 | | |
1/26/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 41 | | |
| - | | |
| 1,462.50 | | |
1/26/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 111 | | |
| - | | |
| 729.00 | | |
9/1/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 33 | | |
| - | | |
| 596.25 | | |
12/15/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 117 | | |
| - | | |
| 607.50 | | |
1/17/2027 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 193 | | |
| - | | |
| 337.50 | | |
1/3/2028 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 1,777 | | |
| - | | |
| 103.50 | | |
7/26/2028 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 8,888 | (1) | |
| 4,445 | | |
| 4.65 | | |
12/20/2029 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 39,876 | (2) | |
| 45,044 | | |
| | | |
7/9/2030 | |
| | | |
| | | |
| | | |
| | |
| | | |
| - | (2) | |
| 47,066 | | |
| | | |
2/17/2031 | |
| | | |
| | | |
| | | |
| | |
| | | |
| - | (1) | |
| 113,000 | | |
| 5.19 | | |
8/2/2031 | |
| | | |
| | | |
| | | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| 37,700 | (3) | |
| 96,135 | | |
| | | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| 47,065 | (4) | |
| 120,016 | |
| Guerin | | |
| 13 | | |
| - | | |
| 64,822.50 | | |
10/4/2023 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 2 | | |
| - | | |
| 30,330.00 | | |
12/20/2023 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 5 | | |
| - | | |
| 14,175.00 | | |
3/31/2024 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 5 | | |
| - | | |
| 14,175.00 | | |
3/31/2024 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 11 | | |
| - | | |
| 8,955.00 | | |
12/18/2024 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 6 | | |
| - | | |
| 5,220.00 | | |
4/16/2025 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 7 | | |
| - | | |
| 3,330.00 | | |
9/25/2025 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 5 | | |
| - | | |
| 1,462.50 | | |
1/26/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 15 | | |
| - | | |
| 1,462.50 | | |
1/26/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 44 | | |
| - | | |
| 729.00 | | |
9/1/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 22 | | |
| - | | |
| 729.00 | | |
9/1/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 24 | | |
| - | | |
| 596.25 | | |
12/15/2026 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 86 | | |
| - | | |
| 607.50 | | |
1/17/2027 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 137 | | |
| - | | |
| 337.50 | | |
1/3/2028 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 1,710 | | |
| - | | |
| 103.50 | | |
7/26/2028 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 2,893 | (1) | |
| 1,440 | | |
| 4.65 | | |
12/20/2029 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 16,997 | (2) | |
| 19,203 | | |
| | | |
7/9/2030 | |
| | | |
| | | |
| | | |
| | |
| | | |
| - | (2) | |
| 20,066 | | |
| | | |
2/17/2031 | |
| | | |
| | | |
| | | |
| | |
| | | |
| - | (1) | |
| 42,750 | | |
| 5.19 | | |
8/2/2031 | |
| | | |
| | | |
| | | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| 14,250 | (3) | |
| 36,338 | | |
| | | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| 20,065 | (4) | |
| 51,166 | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | |
| Oler | | |
| 1,003 | (1) | |
| 330 | | |
| 65.10 | | |
12/1/2028 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 2,668 | (1) | |
| 1,332 | | |
| 4.65 | | |
12/20/2029 | |
| | | |
| | | |
| | | |
| | |
| | | |
| 11,759 | (2) | |
| 13,281 | | |
| | | |
7/9/2030 | |
| | | |
| | | |
| | | |
| | |
| | | |
| - | (2) | |
| 13,866 | | |
| | | |
2/17/2031 | |
| | | |
| | | |
| | | |
| | |
| | | |
| - | | |
| 40,000 | | |
| 5.19 | | |
8/2/2031 | |
| | | |
| | | |
| | | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| 13,400 | (3) | |
| 34,170 | | |
| | | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| 13,865 | (4) | |
| 35,356 | |
(1) Shares
vest over three years, one-third on the first anniversary of the date of grant and thereafter in 24 equal monthly installments over the
following two years.
(2) These are cash-settled stock
appreciation rights that vest over three years, one-third on the first anniversary of the date of
grant and thereafter in 24 equal monthly installments over the following two years.
(3) These are RSUs that vest over
three years from the date of grant: 33% on the first anniversary; 33% on the second anniversary; and 34% on the third anniversary.
(4) These are PSUs that will be
earned and vested upon the Company’s attainment of certain performance goals, subject to the executive’s continued employment
with the Company through each vesting date, as follows: (i) 20% of PSUs will vest upon the attainment of a new clinical program for
the Company for an in-licensed compound, (ii) 20% of PSUs will vest upon obtaining the recommended phase 2 dose for a Company compound,
(iii) 20% of PSUs will vest upon the first patient being enrolled in the ON 123300 (narazaciclib) expansion cohort, (iv) 20%
of PSUs will vest upon the first patient enrolled in a registrational study and (v) 20% of the PSUs will vest upon attainment of
registrational study topline data. The goals must be attained prior to the following expiration dates (“Expiration Date”):
for the goals under (i), (ii) and (iii), December 31, 2022, for the goal under (iv), December 31, 2025, and for the goal
under (v), June 30, 2028. In the event a performance goal is achieved prior to February 17, 2022, the vesting date for the portion
of the PSUs that will vest based on the achievement of the applicable performance goal would be February 17, 2022. The PSUs will
be settled in cash and are in all cases subject to the terms and conditions of the Company form of Performance Stock Unit Award Agreement.
Pursuant to the terms of the PSU awards, the maximum cash amount payable to each officer with respect to each vested PSU subject to the
officer’s PSU award cannot exceed maximum price per share of $38.10, subject to adjustment in accordance with the terms of the Performance
Stock Unit Award Agreement. If a performance goal is not achieved on or before its corresponding Expiration Date, then all of the PSUs
subject to such performance goal will be automatically forfeited as of such date.
Potential Payments Upon Termination of Employment or Change in Control
As discussed under the
caption "—Employment Agreements" above, we have agreements with our named executive officers pursuant to which they will
receive severance payments upon certain termination events. The information below describes certain compensation that would be available
under our existing plans and arrangements if (i) the named executive officer was terminated as of December 31, 2021 or (ii) if
a Change in Control, as defined in the applicable employment agreement or plan, occurred on December 31, 2021 and the named executive
officer's employment had been subsequently terminated on the same date.
Acceleration
of Equity Awards in connection with a Change in Control
Pursuant to the terms
of each named executive officer's option agreements reflecting options granted under the 2018 Omnibus Incentive Compensation Plan, as
previously amended (the “2018 Plan”), applicable award agreements reflecting options and RSUs granted under the 2021 Plan
and the applicable award agreement reflecting cash-settled stock appreciation rights and cash-settled PSUs, in the event of a "Change
in Control" in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) and the
awards are assumed by, or replaced with awards with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving
corporation) and the named executive officer's employment or service is terminated without "Cause" or the named executive officer
terminates his employment for "Good Reason" (as such terms are defined in the applicable award agreement), all such awards shall
fully vest and, if applicable, become exercisable, upon termination of employment or service. In the event that the surviving corporation
(or a parent or subsidiary of the surviving corporation) does not assume or replace the awards with grants that have comparable terms,
and named executive officer is employed by, or providing services to, the Company and its subsidiaries on the date of the Change in Control,
all awards granted pursuant to such award agreements shall fully vest and, if applicable, become exercisable.
Termination
Other than for Cause, Death or Disability; Resignation for Good Reason
The outstanding options, RSUs and stock appreciation rights held by
our named executive officers will vest and, if applicable, become exercisable in the event that the named executive officer's employment
or service is terminated without "Cause" or the named executive officer terminates his employment for "Good Reason"
(as such terms are defined in the applicable award agreement).
Director Compensation
The following table summarizes compensation paid
to our non-employee directors in fiscal 2021.
| Name | |
Fees Earned or
Paid in Cash ($) | | |
Stock Option
Awards ($) (1) | | |
All Other
Compensation ($) | | |
Total ($) | |
| Jerome E. Groopman, M.D. | |
| 44,000 | | |
| 55,563 | | |
| — | | |
| 99,563 | |
| James J. Marino | |
| 82,500 | | |
| 55,563 | | |
| — | | |
| 138,063 | |
| Viren Mehta | |
| 59,500 | | |
| 55,563 | | |
| — | | |
| 115,063 | |
| M. Teresa Shoemaker | |
| 59,000 | | |
| 55,563 | | |
| — | | |
| 114,563 | |
| Jack E. Stover | |
| 67,500 | | |
| 55,563 | | |
| — | | |
| 123,063 | |
| (1) |
The amounts shown represent the aggregate grant date fair value related to the grant of 13,000 non-qualified stock options to each of our non-employee directors on July 30, 2021, calculated in accordance with FASB ASC Topic 718. These stock options vest on the first anniversary of the grant and expire ten years after the grant date and are subject to the director’s continued service. Additional information concerning our financial reporting of stock appreciation rights is presented in Note 10 to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2021. |
| (2) |
As of December 31, 2021, the aggregate number of outstanding stock option awards held by each non-employee director was: Dr. Groopman—13,816; Mr. Marino—13,799; Dr. Mehta—13,798; Ms. Shoemaker—13,000; and Mr. Stover—13,794. As of December 31, 2021, the aggregate number of stock appreciation rights held by each non-employee director was: Dr. Groopman—8,333; Mr. Marino—8,333; Dr. Mehta—8,333; Ms. Shoemaker—8,333; and Mr. Stover—8,333. |
In June 2013, our Board of Directors approved
a non-employee director compensation policy, which became effective for all non-employee directors in July 2013. In June 2018,
the Board of Directors revised the policy to change the retainer amounts and the number of options members of our Board of Directors would
receive, based on a benchmarking study comparing our director compensation to a group of comparable peer companies. In accordance with
this policy, each non-employee director receives an annual base retainer of $40,000. In addition, our non-employee directors receive the
following cash compensation for board services, as applicable:
• the chairman of our Board of Directors receives
an additional annual retainer of $30,000;
• each member of our audit, compensation and nominating
and corporate governance committees receives an additional retainer of $7,500, $5,000 and $4,000, respectively; and
• each chairperson of our audit, compensation and nominating
and corporate governance committees receives an additional annual retainer of $15,000, $10,000 and $8,000, respectively, in addition to
the retainer received for service as a member of such committee.
All amounts are paid in quarterly installments.
All of our directors are eligible to receive additional
discretionary awards under our 2021 Plan, subject to the annual limit set forth in the 2021 Plan.
We reimburse each non-employee director for out-of-pocket
expenses incurred in connection with attending our Board of Directors and committee meetings. Compensation for our directors, including
cash and equity compensation, is determined, and remains subject to adjustment, by our Board of Directors.