UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Longboard Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(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
LONGBOARD PHARMACEUTICALS, INC.
4275 Executive Square, Suite 950
La Jolla, California 92037
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 25, 2023
Dear Stockholder:
You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on Thursday, May 25, 2023, at 8:00 a.m. (Pacific Time) at 4275 Executive Square, Suite 950, La Jolla, California 92037. The Annual Meeting is being held for the following purposes: |
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1. |
To elect the three Class II directors named herein to hold office until the Company’s 2026 annual meeting of stockholders. |
2. |
To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. |
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To conduct any other business properly brought before the Annual Meeting. |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting is March 31, 2023. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 25, 2023, at 8:00 a.m. (Pacific Time).
The Proxy Statement and Annual Report to stockholders are available at https://shareholder.broadridge.com/lbph2023.
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By Order of the Board of Directors
Kevin R. Lind
President and Chief Executive Officer
San Diego, California
April 11, 2023
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Please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
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LONGBOARD PHARMACEUTICALS, INC.
4275 Executive Square, Suite 950
La Jolla, California 92037
PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
May 25, 2023
MEETING AGENDA
Proposals
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Page
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Voting Standard
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Board Recommendation
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1. |
6 |
Plurality |
For each director nominee |
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2. |
Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2023
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20 |
Majority of shares present in person or represented by proxy and entitled to vote on the matter |
For |
TABLE OF CONTENTS
LONGBOARD PHARMACEUTICALS, INC.
4275 Executive Square, Suite 950
La Jolla, California 92037
PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 25, 2023
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Longboard Pharmaceuticals, Inc. (sometimes referred to as “we,” “us,” “our,” or the “Company”) is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
We intend to mail the Notice on or about April 11, 2023, to all stockholders of record entitled to vote at the Annual Meeting.
Will I receive any other proxy materials by mail?
We may send you a proxy card, along with a second Notice, on or after April 21, 2023.
Where will the Annual Meeting be held?
The Annual Meeting will be held on Thursday, May 25, 2023, at 8:00 a.m. (Pacific Time) at 4275 Executive Square, Suite 950, La Jolla, California 92037.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 31, 2023 (the “Record Date”) will be entitled to vote at the Annual Meeting. We have two classes of common stock: voting common stock (“common stock”) and non-voting common stock. Unless otherwise noted, all references in this Proxy Statement to “common stock” or “shares” refers to voting common stock. On the Record Date, there were 20,544,595 shares of common stock outstanding and entitled to vote. Holders of our non-voting common stock are not entitled to vote such non-voting common stock at the Annual Meeting.
Stockholder of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. We urge you to follow the instructions sent to you on your Notice, or you may fill out and return the proxy card that may be mailed to you or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting.
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What am I voting on?
There are two matters scheduled for a vote:
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
How do I vote?
You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the ratification of the selection by the Audit Committee of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023, you may vote “For” or “Against” or abstain from voting.
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote using the following mechanisms:
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. Simply follow the voting instructions in the Notice to ensure that your vote is counted.
Stockholders of record or beneficial owners (with a valid proxy form from their broker) may also vote in person at the Annual Meeting.
Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access.
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How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date. You do not have any votes for any shares of non-voting common stock that you may own.
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If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by signing and returning your proxy card, by telephone, through the internet or in person at the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of each nominee for director and “For” the ratification of the selection by the Audit Committee of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. In this regard, Proposal 1 is considered to be “non-routine” under NYSE rules meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. However, Proposal 2 is considered to be a “routine” matter under NYSE rules meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.
If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
Your most current proxy card or telephone or internet proxy is the one that is counted.
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Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
Will a list of record stockholders as of the Record Date and entitled to vote at the Annual Meeting be available?
For the ten days ending on the day prior to the Annual Meeting, the list will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To access the list of record stockholders beginning May 15, 2023, and until the meeting, stockholders should email ir@longboardpharma.com.
When are stockholder proposals and director nominations due for next year’s annual meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 13, 2023, to 4275 Executive Square, Suite 950, La Jolla, California 92037, Attention: Corporate Secretary. If you wish to submit a proposal (including a director nomination) at the meeting that is not to be included in next year’s proxy materials, you must do so between January 26, 2024 and February 26, 2024. You are also advised to review the Company’s amended and restated bylaws, which contain additional requirements relating to advance notice of stockholder proposals and director nominations. The timely submission of a proposal (including a director nomination) does not guarantee its inclusion in the Company’s proxy materials.
In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b).
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; and, for the proposal to ratify the Audit Committee’s selection of KPMG LLP as our independent public accounting firm for the fiscal year ended December 31, 2023, and any other proposals, votes “For” and “Against,” abstentions and, if applicable, broker non-votes. Broker non-votes will have no effect on Proposal 1. Abstentions will be counted towards the vote total for Proposal 2 and will have the same effect as “Against” votes. Broker non-votes will be counted towards the presence of a quorum but will not be counted towards the vote total for Proposal 2.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under NYSE rules, the broker, bank or other such agent cannot vote the shares on such matters. However, the broker, bank or other securities intermediary may still submit a proxy for those shares and vote for “routine” matters. When this occurs, the un-voted shares on “non-routine” matters are counted as “broker non-votes.” Proposal 1 is considered to be “non-routine” under NYSE rules and we expect broker non-votes to exist in connection with this Proposal 1. Proposal 2 is considered to be “routine” under NYSE rules and we do not expect broker non-votes in connection with Proposal 2.
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
How many votes are needed to approve each proposal?
For Proposal 1, the three nominees receiving the most “For” votes from the holders of shares present in person at the Annual Meeting or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” will affect the outcome.
For Proposal 2, ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2023, must receive “For” votes from the holders of a majority of shares present in person at the Annual Meeting or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote.
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What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares of common stock entitled to vote are present at the Annual Meeting in person or represented by proxy. On the Record Date, there were 20,544,595 shares of common stock outstanding and entitled to vote. Thus, the holders of 10,272,298 shares of common stock must be present in person or represented by proxy at the Annual Meeting to have a quorum.
Your shares of common stock will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the Annual Meeting or the holders of a majority of shares of common stock present at the Annual Meeting in person or represented by proxy may adjourn the meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
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PROPOSAL 1
ELECTION OF DIRECTORS
The Board is divided into three classes. Each class has a three-year term. Vacancies on the Board may be filled by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
The Board presently has seven members. Set forth below are the names, ages, the year first elected or appointed and positions of our directors as of the Record Date:
Name |
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Age |
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Year First Elected or Appointed Director |
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Position |
Kevin R. Lind |
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47 |
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2020 |
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Director, President and Chief Executive Officer |
Vincent E. Aurentz |
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55 |
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2021 |
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Director |
Corinne Le Goff, Pharm.D. |
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57 |
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2021 |
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Director |
Casey C. Lynch |
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49 |
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2021 |
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Director |
Phillip M. Schneider |
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66 |
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2020 |
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Director |
Paul J. Sekhri |
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64 |
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2020 |
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Director, Chair of Board |
Jane Tiller, MBChB, FRCPsych |
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59 |
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2021 |
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Director |
There are three directors in the class whose term of office expires in 2023: Vincent E. Aurentz, Casey C. Lynch and Jane Tiller, MBChB, FRCPsych. Mr. Aurentz, Ms. Lynch and Dr. Tiller have been nominated for reelection at the Annual Meeting.
If so reelected at the Annual Meeting, each of these nominees would serve until the Company’s 2026 annual meeting of stockholders and until the director’s successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the Annual Meeting. Six of the directors attended the 2022 annual meeting of stockholders.
Directors are elected at the Annual Meeting by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) seeks to assemble a board that, as a whole, is diverse and possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. To provide a mix of experience and perspective on the Board, the Nominating Committee also takes into account geographic, gender, age, and ethnic diversity.
Nominees for Election for a Three-year Term Expiring at the Company’s 2026 Annual Meeting of Stockholders
Set forth below is biographical information for each of our director nominees and a summary of the specific qualifications, attributes, skills, and experiences which led our Nominating Committee and the Board to conclude that each director nominee should serve on our Board at this time. There are no familial relationships among any of the directors or executive officers of the Company.
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Casey Lynch has served as a member of our Board since February 2021. Ms. Lynch has served as Chief Executive Officer of Lighthouse Pharmaceuticals, a clinical stage private biopharmaceutical company which she co-founded, since September 2022. Ms. Lynch is also the founder of Sonoma Bioventures, an investment and advisory firm, and has served as its Managing Partner since February 2022. She previously co-founded and served as President and Chief Executive Officer and a member of the board of directors of Cortexyme, Inc., a publicly traded biotechnology company, from July 2014 through January 2022, and as Chairman of Cortexyme’s board of directors from November 2018 through January 2022. She was a member of the board of directors of the California Life Science Association, a trade association representing California’s life science industry, from 2019 to 2021. Prior to co-founding Cortexyme, Ms. Lynch co-founded various companies and organizations in the biotechnology industry including Aspira Biosystems, Inc. and NeuroInsights, LLC. She served as Aspira’s co-founder, President, Chief Executive Officer and Chairman from 1999 to 2004 and she co-founded NeuroInsights and served as its Managing Director from 2004 to 2015. Ms. Lynch also co-founded Neurotechnology Industry Organization, a non-profit trade association, and served as a board member from March 2005 to September 2018. She currently serves on the Business Review Board of the Alzheimer’s Drug Discovery Foundation. Ms. Lynch holds a B.S. in Neuroscience from the University of California, Los Angeles, and an M.S. in Neuroscience from the University of California, San Francisco. |
The Board and Nominating Committee believes that Ms. Lynch’s leadership and operational experience, as well as her extensive professional and educational experience in the biotechnology industry, qualify her to serve on our Board.
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Vincent E. Aurentz has served as a member of our Board since February 2020. Mr. Aurentz most recently served as the Executive Vice President and Chief Business Officer of Arena Pharmaceuticals, Inc. a publicly traded biopharmaceutical company, from August 2016 through its acquisition by Pfizer Inc. in March 2022. Mr. Aurentz has over 30 years of experience in the biopharmaceuticals industry. Previously, he was the Chief Business Officer of Epirus Biopharmaceuticals, Inc. a publicly traded biopharmaceutical company, from November 2015 to July 2016. Prior to that, Mr. Aurentz served as President and was a member of the board of directors of HemoShear Therapeutics, LLC from July 2013 to November 2015, where he oversaw the scientific platform, research and development activities, commercial and business development efforts including collaborations with global organizations such as Pfizer, Eli Lilly, Janssen research and development and Children’s National Health System. Prior to joining HemoShear, Mr. Aurentz was Executive Vice President and member of the Executive Management Board at Merck KGaA (Merck Serono S.A.) where he directed research and development programs, portfolio strategy and headed all deal activity and venture investments. Mr. Aurentz is a former Executive Vice President at Quintiles and a Co-founder and Managing Director of a venture capital and advisory business. He was a partner with CSC Healthcare, the life sciences strategic management consulting division of Computer Sciences Corporation, after starting his career and working for 8 years at Andersen Consulting (now Accenture). Mr. Aurentz received a B.S. in Mathematics from Villanova University. |
The Board and Nominating Committee believes that Mr. Aurentz’s extensive business development experience in the biopharmaceutical industry and his historical experience at Arena qualify him to serve on our Board.
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Jane Tiller, MBChB, FRCPsych (M.D.) has served as a member of our Board since November 2021. Dr. Tiller has served as an advisor to Neumora Therapeutics, a clinical-stage private biotechnology company, since October 2022, where she served as Chief Medical Officer from September 2020 to October 2022. She previously served as Chief Medical Officer of BlackThorn Therapeutics, a private biotechnology company, from February 2019 through its acquisition by Neumora in September 2020. Prior to joining BlackThorn, Dr. Tiller held several positions at Bristol-Myers Squibb (BMS), a publicly traded pharmaceuticals company, from May 2011 to January 2019, including serving as Head of Medical European Markets, Australia and Canada from July 2014 to January 2019, where she oversaw all medical functions for her territories. Dr. Tiller also previously served as Vice President of Global Medical for neuroscience, virology and immunoscience at BMS, and as Vice President, Full Development Gamma Secretase for BMS' Alzheimer’s program. Previously, she held positions of increasing responsibility at Cephalon, including as Vice President, Clinical Research, CNS/Pain, where she was responsible for all clinical development activities of programs for schizophrenia, bipolar disorder, anxiety and sleep disorders. Prior to joining industry, Dr. Tiller was Clinical Director at the Maudsley Hospital, London, a Consultant Psychiatrist (attending) and honorary Senior Lecturer. Dr. Tiller received her medical degree from the Glasgow University Medical School, an M.B.A. from Drexel University, and an MPhil from the University of Pennsylvania. |
The Board and Nominating Committee believes that Dr. Tiller’s extensive medical knowledge and experience in the biopharmaceutical industry qualify her to serve on our Board.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
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Information about Members of the Board of Directors Continuing in Office
Set forth below is biographical information for each of our directors continuing in office along with a summary of the specific qualifications, attributes, skills and experiences which led our Nominating Committee and the Board to conclude that each current director is qualified to continue to serve on our Board. There are no familial relationships among any of the directors or executive officers of the Company.
Directors Continuing in Office Until the Company’s 2024 Annual Meeting of Stockholders
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Paul J. Sekhri has served as a member of our Board since December 2020, and as Chair of our Board since February 2021.Mr. Sekhri has over 30 years of experience in the life science industry. His experience encompasses senior management in large corporate pharmaceutical and biotechnology companies, as well as private equity and venture capital. Mr. Sekhri has served as President, Chief Executive Officer and a director of vTv Therapeutics, Inc., a publicly traded clinical trial stage biotechnology company, since August 2022. Previously he served as President and Chief Executive Officer of eGenesis, Inc., a private biopharmaceutical company, from January 2019 to April 2022, where he remains a Senior Advisor to the Chairman. Prior to joining eGenesis, he was President and Chief Executive Officer of Lycera Corp., a private biopharmaceutical company, from February 2015 to December 2018. Prior to this, he served as Senior Vice President, Integrated Care for Sanofi from 2014 to 2015. Previously, he served as Chief Strategy Officer and Group Executive Vice President, Global Business Development for Teva Pharmaceutical Industries, Ltd. from 2013 to 2014. Prior to joining Teva, he spent five years, from 2009 to 2013, as Operating Partner and Head of the Biotechnology Operating Group at TPG Biotech, the life sciences venture capital arm of TPG Capital. From 2004 to 2009, Mr. Sekhri was Founder, President, and Chief Executive Officer of Cerimon Pharmaceuticals, Inc. Prior to founding Cerimon, Mr. Sekhri was President and Chief Business Officer of ARIAD Pharmaceuticals, Inc. Previously, Mr. Sekhri spent five years at Novartis as Senior Vice President, and Head of Global Search and Evaluation, Business Development and Licensing for Novartis Pharma AG. Mr. Sekhri is a member of the board of directors of Axcella Healthcare Inc., Ipsen, S.A., and Veeva Systems Inc. Mr. Sekhri is also a member of the board of directors and the Chairman of the Board of Compugen Ltd. and Pharming Group N.V. During the past five years, Mr. Sekhri was also a member of the board of directors of BiomX Inc. and Alpine Immune Sciences, Inc. Additionally, he is on the Board of Directors of The Metropolitan Opera, The English Concert in America and was a member of the Board of Trustees of Carnegie Hall. He sits on the Board of the Knights Ensemble, and most recently was nominated as Chairman of the Board of Trustees of Young Concert Artists, Inc. Mr. Sekhri completed graduate work in Neuroscience at the University of Maryland School of Medicine, where he also received his B.S. in Zoology. |
The Board and Nominating Committee believes that Mr. Sekhri’s extensive executive experience and wide-ranging experience in the pharmaceutical industry qualify him to serve on our Board.
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Phillip M. Schneider has served as a member of our Board since December 2020. Most recently, Mr. Schneider held various positions with IDEC Pharmaceuticals Corporation, a biopharmaceutical company, from 1987 to 2003, including: Senior Vice President and Chief Financial Officer from 1997 to 2003; and Director of Finance and Administration from 1992 to 1997. Prior to that, Mr. Schneider held various management positions at Syntex Pharmaceuticals Corporation, a pharmaceutical company, from 1985 to 1987, and KPMG LLP, an audit and tax advisory firm, from 1982 to 1984, where he attained his CPA license. Mr. Schneider currently serves as a member of the board of directors of ARS Pharmaceuticals, Inc., a pharmaceutical company, since June 2019, and YMCA of San Diego County since 2002. Mr. Schneider previously served as a member of the board of directors at Pfenex Inc. from 2014 until its acquisition by Ligand in 2020, Arena Pharmaceuticals, from 2008 to 2018, Auspex Pharmaceuticals, from 2014 until its acquisition by Teva Pharmaceuticals in 2015, and Gen-Probe, Inc., from 2002 until its acquisition by Hologic Inc. in 2012. Mr. Schneider holds a B.S. in Biochemistry from the University of California, Davis and an M.B.A. from the University of Southern California. |
The Board and Nominating Committee believes that Mr. Schneider’s extensive experience in finance and accounting and his experience in the biopharmaceutical industry qualify him to serve on our Board.
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Directors Continuing in Office Until the Company’s 2025 Annual Meeting of Stockholders
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Kevin R. Lind has served as our President and Chief Executive Officer since March 2020 and as a member of our Board since our inception in January 2020. Mr. Lind served as our Chief Financial Officer from our inception in January 2020 to January 2021. Mr. Lind previously served as the Executive Vice President and Chief Financial Officer of Arena Pharmaceuticals, Inc. (“Arena”), a publicly traded biopharmaceutical company that was acquired by Pfizer Inc. in March 2022, from June 2016 to March 2020. Prior to joining Arena, Mr. Lind was a Principal focused on healthcare at TPG Special Situations Partners, a global investment firm, from January 2009 to June 2016. Mr. Lind was a member of the TPG Pharma Partners effort at TPG-Axon Capital, a global investment firm, from 2006 to 2008. He served in various capacities as a healthcare investment banker at Lehman Brothers, Inc., a former global financial services firm, from 1998 to 2002, and 2004 to 2006. Mr. Lind currently serves on the board of Ceek Women’s Health, a medical device company focused on creating innovative products for women's health. Mr. Lind received a B.S. from Stanford University in Biological Sciences and an M.B.A. from UCLA Anderson School of Management. |
The Board and Nominating Committee believes that Mr. Lind’s perspective and experience as our President and Chief Executive Officer, as well as his historical experience at Arena and prior positions, qualify him to serve on our Board.
|
Corinne Le Goff, Pharm.D. has served as a member of our Board since March 2021. Dr. Le Goff has served as President and Chief Executive Officer and Director of Imunon, Inc. (Nasdaq: IMNN) (formerly Celsion Corporation), a fully integrated, clinical stage biotechnology company, since July 2022. Prior to her appointment at Imunon, Dr. Le Goff served as Chief Commercial Officer of Moderna, Inc., a publicly traded pharmaceutical company, from January 2021 through January 2022. Dr. Le Goff previously served as Senior Vice President and General Manager of the U.S. Business Organization at Amgen, Inc., a publicly traded biotechnology company, from March 2019 to January 2021. During her tenure at Amgen, she also served as Senior Vice President of Global Product Strategy from June 2018 to March 2019, and Senior Vice President of the Europe Region from June 2015 to May 2018. Dr. Le Goff worked in the policy community and advocated for innovative, high-quality and affordable healthcare. Dr. Le Goff held various positions within the Roche Group, a multinational healthcare company, including President of Roche’s French affiliate from May 2012 to May 2015. Dr. Le Goff previously served as a member of the board of directors of Euroapi S.A., from April 2022 to January 2023, and Acticor Biotech SAS, from January 2022 to January 2023. Dr. Le Goff also served on the board of directors of the Pacific Council on International Policy from October 2019 to December 2020, and CFAO, a trading company, from October 2014 until October 2020, where she served as a member of their Nomination and Compensation Committee, the Sustainable Development Committee and the Audit Committee. Dr. Le Goff received a Pharm. D. from the University Paris V and an M.B.A. in Marketing from La Sorbonne University, France. |
The Board and Nominating Committee believes that Dr. Le Goff’s substantial commercial experience in the biopharmaceutical industry qualifies her to serve on our Board.
10
information regarding the board of directors and corporate governance
Independence of the Board of Directors
As required under the Nasdaq Stock Market (“Nasdaq”) listing rules, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the Nasdaq listing rules, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that all of our directors, except for Mr. Lind, are independent directors within the meaning of the applicable Nasdaq listing rules. In making this determination, the Board found that none of the directors determined to be independent had a material or other disqualifying relationship with the Company.
Board Leadership Structure
The Board is currently chaired by Mr. Sekhri, who has authority, among other things, to call and preside over Board meetings, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Chair of the Board has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Chair of the Board and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company.
In addition, we have a Chair for each committee of the Board. The Chair of each committee reports periodically to the Board on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters.
Role of the Board in Risk Oversight
One of the key functions of our Board is informed oversight of our risk management process. In particular our Board is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. Our Board administers its oversight function directly, as well as through various standing or other appointed committees. For example, our Audit Committee is responsible for overseeing the management of risks associated with financial reporting, accounting and auditing matters, and monitors our exposures to related strategic, operational, regulatory and other risks, including reviewing our information technology and data security policies and practices and cybersecurity related risks; our Compensation Committee oversees the management of risks associated with our compensation policies and programs; and our Nominating Committee oversees the management of risks associated with director independence, conflicts of interest and composition of our Board, and management succession planning.
Meetings of the Board of Directors
The Board met six times during the last fiscal year. Each Board member attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served that were held during the portion of the last fiscal year for which they were directors or committee members, respectively.
As required under applicable Nasdaq listing rules, in the last fiscal year the Company’s independent directors met in regularly scheduled executive sessions of the Board and its committees at which only independent directors were present.
11
Information Regarding Committees of the Board of Directors
The Board has three standing committees: the Audit Committee, Compensation Committee and Nominating Committee. The following table provides membership and meeting information for fiscal 2022 for each of the Board committees:
Name |
|
Audit |
|
Compensation |
|
Nominating and Corporate Governance |
|||
Kevin R. Lind |
|
|
|
|
|
|
|
|
|
Vincent E. Aurentz |
|
|
|
|
|
|
|
|
|
Corinne Le Goff, Pharm.D. |
|
X |
|
|
X |
|
|
|
|
Casey C. Lynch |
|
X |
|
|
|
|
|
X |
* |
Phillip M. Schneider |
|
X |
* |
|
X |
|
|
|
|
Paul J. Sekhri |
|
|
|
|
X |
* |
|
X |
|
Jane Tiller, MBChB, FRCPsych |
|
|
|
|
|
|
|
X |
|
Total meetings in fiscal 2022 |
|
4 |
|
4 |
|
3 |
|||
* Committee Chairperson
Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.
Below is a description of each committee of the Board.
Audit Committee
The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements. The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our corporate accounting and financial reporting processes, systems of internal control over financial reporting and financial statement audits, as well as the quality and integrity of our financial statements and reports and to oversee our independent registered accounting firm. Specific responsibilities of our Audit Committee include:
The Audit Committee is composed of three directors: Mr. Schneider, Dr. Le Goff and Ms. Lynch. The Audit Committee met 4 times during the fiscal year. Each member of our Audit Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the Board has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at www.longboardpharma.com. The information on our website is
12
not incorporated by reference into this Proxy Statement or our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 2, 2023 (the “Annual Report”).
The Board reviews the Nasdaq listing rules definition of independence for Audit Committee members on an annual basis and has determined that all members of the Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing rules).
The Board has also determined that Mr. Schneider qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. In making this determination, the Board made a qualitative assessment of Mr. Schneider’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer.
Report of the Audit Committee of the Board*
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Annual Report.
Phillip M. Schneider |
Corinne Le Goff, Pharm.D. |
Casey C. Lynch |
* The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Compensation Committee
The primary purpose of the Compensation Committee of our Board (“Compensation Committee”) is to discharge the responsibilities of our Board in overseeing our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:
The Compensation Committee is composed of three directors: Mr. Sekhri, Dr. Le Goff and Mr. Schneider. All members of the Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing rules). The Compensation Committee met 4 times during the 2022 fiscal year. The Board has adopted a written Compensation Committee charter that is available to stockholders on the Company’s website at www.longboardpharma.com. The information on our website is not incorporated by reference into this Proxy Statement or the Annual Report.
13
Compensation Committee Processes and Procedures
From time to time, various members of management and other employees as well as outside advisors or consultants are invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation. In addition, under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, after taking into consideration six factors, prescribed by the SEC and Nasdaq that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.
During the past fiscal year, the Compensation Committee engaged Frederic W. Cook & Co. (“FW Cook”) as compensation consultant. As part of its engagement FW Cook was requested by the Compensation Committee to help develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group for purposes of developing recommendations that were presented to the Compensation Committee for its consideration.
Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees as appropriate.
Nominating and Corporate Governance Committee
The Nominating Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company, reviewing and evaluating incumbent directors, recommending to our Board for selecting candidates for election to the Board, making recommendations to the Board regarding the membership of the committees of the Board, assessing the performance of our Board, and developing and making recommendations regarding corporate governance matters.
Specific responsibilities of the Nominating Committee include:
The Nominating Committee is composed of three directors: Ms. Lynch, Mr. Sekhri and Dr. Tiller. All members of the Nominating Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing rules). The Nominating Committee met 3 times during 2022. The Board has adopted a written Nominating Committee charter that is available to stockholders on the Company’s website at www.longboardpharma.com. The information on our website is not incorporated by reference into this Proxy Statement or the Annual Report.
The Nominating Committee believes that candidates for director should have certain minimum qualifications, and intends to consider factors such as having high personal integrity and ethics, possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field,
14
and having the ability to exercise sound business judgment. The Nominating Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating Committee expects to consider diversity (including gender, racial and ethnic diversity), age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.
The Nominating Committee seeks to identify and consider qualities, skills and other director attributes that will enhance the composition of the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominating Committee reviews these directors’ overall service to the Company during their terms, and considers factors such as the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing rules, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating Committee may from time to time engage, if it deems appropriate, a professional search firm to identify director candidates, and conducts appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates. The Nominating Committee meets to discuss and consider the candidates’ qualifications and then recommends potential director candidates to the Board.
The Nominating Committee will consider director candidates recommended by stockholders. The Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating Committee no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting at 4275 Executive Square, Suite 950, La Jolla, California 92037, Attention: Corporate Secretary. Submissions must include the name and address of the stockholder on whose behalf the submission is made, the number of shares owned by such stockholder as of the date of submission, the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information for the proposed candidate, a description of the proposed nominee’s qualifications as a director, and the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
Our Commitment to Corporate Social Responsibility – Environmental, Social and Governance Initiative
At Longboard, we are committed to building a sustainable and successful world-class neurology team to deliver transformative medicines to patients globally, and to deliver value to our key stakeholders. We realize this comes with tremendous responsibility.
In 2022, we commenced a companywide environmental, social and governance (“ESG”) initiative that aligns with our goal of scaling our company in a sustainable and responsible way. Our ESG initiative aligns with our corporate objectives and will evolve and expand as we advance our company and pipeline.
We are initially focused on key areas including:
Our goal is to deliver on our commitment to patients, caregivers, the communities in which we operate, our employees and their well-being, and our stockholders. We believe that aligning our corporate vision to our purpose is key to our success and will allow us to deliver on our commitment.
15
Our ESG initiatives are overseen at the Board level by our Nominating Committee, and this responsibility includes oversight of strategy, plans, and policies regarding ESG, among other duties. Our leadership team and ESG working group are responsible for working with subject matter experts across the company to establish and align our purpose and goals, and to lead through example as we foster a culture that thrives.
16
Employee Diversity & Engagement
We believe that our success largely depends upon attracting and retaining a highly skilled team with key expertise in our areas of therapeutic focus. We are committed to creating and maintaining a culture that is positive, diverse, inclusive and dynamic. Our human capital priorities include, as applicable, identifying, recruiting, retaining, incentivizing, developing and integrating our existing and future employees. We provide our employees competitive base salaries, as well as a cash target bonus, a robust benefits package and equity compensation. In addition, we regularly conduct an employee survey to gauge employee engagement and identify areas of potential improvement. The below graphic depicts certain demographics of our employees as well as recent engagement survey results as of March 17, 2023.
|
|
The U.S. reporting on Race and Ethnicity follows the U.S. Department of Labor’s EEO-1 reporting standards. The races and ethnicities reported are American Indian or Alaska Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander, and White. Please note that totals on this page may not add up to 100 percent due to rounding to the closest decimal point. |
|
17
Board Diversity
In accordance with the Nasdaq listing rules, the members of the Board have self-identified a number of attributes related to their diversity. The following is a matrix showing the makeup of those self-reported attributes:
|
|
|
|
|
Board Diversity Matrix (As of the Record Date) |
||||
Total Number of Directors |
7 |
|||
|
Female |
Male |
Non- Binary |
Did Not Disclose Gender |
Part I: Gender Identity |
|
|
|
|
Directors |
3 |
4 |
0 |
0 |
Part II: Demographic Background |
|
|
|
|
African American or Black |
0 |
0 |
0 |
0 |
Alaskan Native or Native American |
0 |
0 |
0 |
0 |
Asian |
0 |
0 |
0 |
0 |
Hispanic or Latinx |
0 |
0 |
0 |
0 |
Native Hawaiian or Pacific Islander |
0 |
0 |
0 |
0 |
White |
2 |
3 |
0 |
0 |
Two or More Races or Ethnicities(1) |
0 |
1 |
0 |
0 |
LGBTQ+ |
2 |
|||
Did Not Disclose Demographic Background |
1 |
|||
(1) One director self-identified as Native Hawaiian or Pacific Islander and White.
Board Composition
Stockholder Communications With the Board
The Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to 4275 Executive Square, Suite 950, La Jolla, California 92037, Attention: Corporate Secretary. Such written communications must set forth the name and address of the stockholder on whose behalf the communication is sent and the number of shares of our capital stock that are owned beneficially by such stockholder as of the date of the communication. All communications will be compiled by our corporate secretary and submitted to the Board or the individual directors on a periodic basis.
18
Code of Ethics
We maintain a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on our website at www.longboardpharma.com on the “Governance” page of the section titled “Investors.” If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director that are required to be disclosed pursuant to SEC rules, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K. Information contained in, or that can be accessed through, our website is not incorporated by reference herein, and you should not consider information on our website to be part of this Proxy Statement or the Annual Report.
Prohibition on Speculative Trading*
No officer, director, other employee or consultant of the Company may engage in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to the Company’s stock at any time. In addition, no officer, director, other employee or consultant of the Company may margin, or make any offer to margin, or otherwise pledge as security, any of the Company’s stock, including without limitation, borrowing against such stock, at any time.
* The disclosure under the caption “Prohibition on Speculative Trading” is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
19
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and has further directed that the Board submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG LLP has audited the Company’s financial statements since its inception in 2020. Representatives of KPMG LLP will be present, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither the Company’s amended and restated bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the selection of KPMG LLP.
Principal Accountant Fees and Services
The following table represents aggregate fees for services provided for the fiscal years ended December 31, 2022 and 2021, by KPMG LLP, our independent registered public accounting firm for those periods. All fees described below were pre-approved by the Audit Committee.
|
|
Fiscal Year Ended December 31, |
|
|||||
(in thousands) |
|
2022 |
|
|
2021 |
|
||
Audit Fees |
|
$ |
530 |
|
|
$ |
816 |
|
Audit-Related Fees |
|
|
— |
|
|
|
— |
|
Tax Fees |
|
|
— |
|
|
|
— |
|
All Other Fees |
|
|
— |
|
|
|
— |
|
Total Fees |
|
$ |
530 |
|
|
$ |
816 |
|
Audit Fees. Consists of fees billed for professional services by KPMG LLP for audit and quarterly review of our financial statements and review of our registration statements for our initial public offering (“IPO”) in March 2021, and related services that are normally provided in connection with statutory and regulatory filings or engagements, including consents and comfort letters. Included in the 2021 audit fees is $466,000 of fees billed in connection with our IPO.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, KPMG LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has determined that the rendering of services other than audit services by KPMG LLP is compatible with maintaining the principal accountant’s independence.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of our common stock as of the Record Date:
• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
• each of our directors, including the nominees named herein;
• each of our named executive officers; and
• all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. In computing the number of shares beneficially owned by a stockholder and the percentage ownership of such stockholder, we deemed to be outstanding all shares that a stockholder has the right to acquire through the exercise of options or the conversion of non-voting common stock as of May 30, 2023, which is 60 days after the Record Date. These shares are deemed to be outstanding and beneficially owned by the stockholder holding such options or non-voting common stock for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other stockholder. Except as indicated by the footnotes below and subject to community property laws where applicable, we believe, based on information furnished to us, that the stockholders named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D, 13G and other filings made with the SEC as of March 31, 2023.
Percentage of shares beneficially owned is based on 20,544,595 shares of our common stock outstanding as of the Record Date.
Unless otherwise indicated, the address for each stockholder listed in the table below is c/o Longboard Pharmaceuticals, Inc., 4275 Executive Square, Suite 950, La Jolla, California 92037.
Name of Beneficial Owner |
|
Number of Shares Beneficially Owned |
|
|
Percentage of Shares Beneficially Owned |
|
||
Greater than 5% Holders: |
|
|
|
|
|
|
||
Arena Pharmaceuticals, Inc. (a subsidiary of Pfizer, Inc.)(1) |
|
|
3,978,540 |
|
|
|
19.37 |
% |
FMR LLC(2) |
|
|
2,900,392 |
|
|
|
14.12 |
% |
Zone II Healthcare Holdings, LLC(3) |
|
|
2,107,400 |
|
|
|
9.99 |
% |
Entities affiliated with Cormorant Asset Management, LP(4) |
|
|
2,090,400 |
|
|
|
9.99 |
% |
HBM Healthcare Investments (Cayman) Ltd.(5) |
|
|
1,823,196 |
|
|
|
8.87 |
% |
Millennium Management LLC(6) |
|
|
1,612,712 |
|
|
|
7.85 |
% |
Entities affiliated with T. Rowe Price Associates, Inc.(7) |
|
|
1,510,961 |
|
|
|
7.35 |
% |
Point72 Asset Management, L.P.(8) |
|
|
1,250,000 |
|
|
|
6.08 |
% |
|
|
|
|
|
|
|
||
Named Executive Officers and Directors: |
|
|
|
|
|
|
||
Kevin Lind(9) |
|
|
778,202 |
|
|
|
3.71 |
% |
Brandi Roberts(10) |
|
|
116,911 |
|
|
* |
|
|
Randall Kaye(10) |
|
|
69,372 |
|
|
* |
|
|
Phil Schneider(10) |
|
|
37,828 |
|
|
* |
|
|
Paul Sekhri(10) |
|
|
37,828 |
|
|
* |
|
|
Casey Lynch(10) |
|
|
36,070 |
|
|
* |
|
|
Corinne Le Goff(10) |
|
|
34,695 |
|
|
* |
|
|
Vince Aurentz(10) |
|
|
26,451 |
|
|
* |
|
|
Jane Tiller(10) |
|
|
23,702 |
|
|
* |
|
|
All executive officers and directors as a group (9 persons)(11) |
|
|
1,161,059 |
|
|
|
5.57 |
% |
* Represents beneficial ownership of less than 1%.
21
22
EXECUTIVE OFFICERS
Each of our executive officers serves at the discretion of the Board. The determination as to which of our employees qualify as executive officers was made by the Board in accordance with the rules of the SEC. Biographical information for our executive officers as of the Record Date is set forth below. The following table identifies our current executive officers, their age, and their respective offices and positions as of the Record Date.
Name |
|
Age |
|
Position |
Kevin R. Lind |
|
47 |
|
President, Chief Executive Officer and Director |
Brandi L. Roberts |
|
49 |
|
Executive Vice President and Chief Financial Officer |
Randall E. Kaye, M.D. |
|
60 |
|
Executive Vice President and Chief Medical Officer |
Kevin R. Lind. Biographical information regarding Mr. Lind is set forth under “Proposal 1: Election of Directors.”
|
Brandi L. Roberts has served as our Chief Financial Officer since January 2021 and as our Executive Vice President and Chief Financial Officer since February 9, 2023. Prior to joining us, Ms. Roberts served as Chief Financial Officer for Lineage Cell Therapeutics, Inc., a publicly traded clinical-stage biotechnology company, from January 2019 to January 2021. From August 2017 to January 2019, Ms. Roberts served as Chief Financial Officer at REVA Medical, Inc. (Reva), a medical device company. Subsequently, Reva filed a prepackaged voluntary Chapter 11 bankruptcy petition on January 14, 2020, and emerged from bankruptcy protection in United States effective February 26, 2020. Ms. Roberts previously served as Chief Financial Officer at Mast Therapeutics, Inc., a publicly traded biopharmaceutical company, from January 2013 to April 2017, having served as its Senior Vice President, Finance from March 2011 to January 2013. Previously, Ms. Roberts held senior positions at Alphatec Spine, Inc., Artes Medical, Inc., Stratagene Corporation and Pfizer, Inc. Ms. Roberts currently serves as Chair of the Southern California Chapter of the Association of Bioscience Financial Officers and has served on the board of TFF Pharmaceuticals, Inc., a publicly traded clinical-stage biopharmaceutical company, since March 2022. Ms. Roberts brings more than 25 years of public accounting and finance experience, including 22 years at publicly traded pharmaceutical, medical technology and life science companies, to her position. Ms. Roberts is a certified public accountant with the State of California and received her B.S. degree in business administration from the University of Arizona and her M.B.A. from the University of San Diego. |
|
Randall E. Kaye, M.D. has served as our Chief Medical Officer since March 2022 and as our Executive Vice President and Chief Medical Officer since February 9, 2023. Prior to joining us, Dr. Kaye served as Chief Medical Officer of Neurana Pharmaceuticals, Inc., a biotechnology company focused on the treatment of neuromuscular conditions, from September 2019 to March 2022. Prior to Neurana, Dr. Kaye served as Chief Medical Officer of Click Therapeutics, Inc. (“Click”), a leader in digital healthcare innovation, where he was involved in the development of software as a prescription medical treatment for a number of chronic debilitating conditions, from September 2018 to September 2019. Prior to Click, he served as Chief Scientific Officer of SSI Strategy Holdings LLC, where he oversaw clinical development, medical affairs and pharmacovigilance, from September 2014 to September 2018. In conjunction with his role at SSI Strategy, LLC, Dr. Kaye served as Chief Medical Officer of Axsome Therapeutics, Inc. from September 2014 to September 2016. Earlier in his career, Dr. Kaye held the positions of Chief Medical Officer of Avanir Pharmaceuticals, Inc., which was acquired by Otsuka Pharmaceutical Co., and Vice President, Medical Affairs of Scios Inc. and InterMune, Inc. Dr. Kaye also held clinical development and medical affairs positions at Pfizer Inc. Dr. Kaye has served on the board of NervGen Pharma Corp., a publicly traded clinical-statge biotech company, since October 2020. Dr. Kaye earned an M.D., M.P.H. and B.S. at George Washington University, completed his pediatric training at UMASS Medical Center and finished his academic training as a postdoctoral Research Fellow at Harvard Medical School. |
EXECUTIVE COMPENSATION
Our named executive officers for the year ended December 31, 2022, consisting of our principal executive officer and the next two most highly compensated executive officers, were:
• Kevin R. Lind, our Chief Executive Officer and President;
• Brandi L. Roberts, our Chief Financial Officer; and
• Randall E. Kaye, M.D. our Chief Medical Officer.
23
We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and have elected to comply with the reduced compensation disclosure requirements available to emerging growth companies under the JOBS Act. As an emerging growth company, we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as otherwise required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Act.
Summary Compensation Table
The following table presents all of the compensation awarded to or earned by or paid to our named executive officers during the fiscal years indicated below.
Name and Principal Position |
Year |
Salary |
|
Bonus |
|
|
Stock Awards |
|
Option Awards |
|
Non-Equity Incentive Plan Compensation |
|
All Other Compensation |
|
Total |
|
|||||||
Kevin R. Lind |
2022 |
|
572,000 |
|
|
— |
|
|
|
— |
|
|
544,070 |
|
|
377,520 |
|
|
12,325 |
|
|
1,505,915 |
|
President and Chief Executive Officer |
2021 |
|
546,616 |
|
|
— |
|
|
|
— |
|
|
— |
|
|
316,726 |
|
|
11,792 |
|
|
875,134 |
|
Brandi L. Roberts |
2022 |
|
415,100 |
|
|
— |
|
|
|
— |
|
|
251,109 |
|
|
182,644 |
|
|
12,325 |
|
|
861,178 |
|
Executive Vice President and Chief Financial Officer(1) |
2021 |
|
373,269 |
|
|
30,000 |
|
(3) |
|
— |
|
|
765,266 |
|
|
153,509 |
|
|
11,792 |
|
|
1,333,836 |
|
Randall E. Kaye, M.D. |
2022 |
|
351,563 |
|
|
— |
|
|
|
— |
|
|
827,115 |
|
|
198,000 |
|
|
9,150 |
|
|
1,385,828 |
|
Executive Vice President and Chief Medical Officer(2) |
2021 |
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Narrative to the Summary Compensation Table
The elements of the compensation program for our named executive officers include: annual base salary; an annual cash (non-equity) incentive; long-term equity awards; certain health, welfare and 401(k) plan benefits; and when determined reasonable, limited perquisites.
Our named executive officers also have severance benefits in their respective employment agreements (see “Agreements with Named Executive Officers” below).
The compensation of our named executive officers is generally determined and approved at the beginning of each year or, if later, in connection with the commencement of employment of the executive, by our Board or the Compensation Committee.
24
Annual Base Salary
The 2022 annual base salaries for our named executive officers are set forth in the table below.
Name |
|
2022 Base Salary |
|
|
Kevin R. Lind |
|
$ |
572,000 |
|
Brandi L. Roberts |
|
$ |
415,100 |
|
Randall E. Kaye, M.D. |
|
$ |
450,000 |
|
Non-Equity Incentive Plan Compensation
Our Board adopted a formal executive bonus plan (“Performance Bonus Plan”) in February 2021. The purpose of the Performance Bonus Plan is to create a direct relationship between key business performance measurements and individual bonus amounts. The Performance Bonus Plan provides for bonus payments to each executive officer conditioned upon the achievement of certain performance goals established by the Compensation Committee, which may differ for each executive officer. Our Compensation Committee establishes such performance goals based on one or more established performance criteria relating to financial, operational, workforce, or partner performance.
Each executive officer is assigned a target bonus expressed as a percentage of his or her base salary.
• For 2022, Mr. Lind’s target performance bonus was 60% of his base salary.
• For 2022, Ms. Roberts’ and Dr. Kaye’s target performance bonuses were 40% of their base salaries.
The Compensation Committee may consider each named executive officer’s individual contributions towards reaching our annual corporate goals. There is no minimum bonus percentage or amount established for the named executive officers and, thus, the bonus amounts vary from year to year based on corporate and individual performance, in each case pursuant to the terms of our Performance Bonus Plan and each executive officer’s employment agreement and offer letter.
The Board approved research and development and clinical-related corporate goals for 2022, with research and development and clinical-related goals assigned 100% of the weighting. Two additional “stretch” goals were also approved which provided a total potential bonus achievement of 120%.
In February 2023, the Compensation Committee recommended to the Board, and the Board subsequently determined, that the 2022 corporate goals had been achieved at an aggregate level of 110%. No specific individual goals were established for any of our named executive officers for 2022.
As a result, in February 2023, the Compensation Committee recommended, and the Board approved, the following bonuses to our named executive officers for performance in 2022:
Name |
|
2022 Annual Bonus |
|
|
Kevin R. Lind |
|
$ |
377,520 |
|
Brandi L. Roberts |
|
$ |
182,644 |
|
Randall E. Kaye, M.D. |
|
$ |
198,000 |
|
25
Equity Compensation
We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants and directors with the financial interests of our stockholders. In addition, we believe that our ability to grant options and other equity-based awards helps us to attract, retain and motivate employees, consultants, and directors, and encourages them to devote their best efforts to our business and financial success.
Our named executive officers and other employees will generally be provided annual equity awards.
Other Compensation
Our named executive officers are eligible to participate, on the same basis as our other employees, in our employee benefit plans, including our medical, dental, vision, life and disability plans, and our 401(k) plan. We generally do not provide our named executive officers with significant perquisites or other personal benefits.
401(k) Plan
We maintain a 401(k) plan for our employees. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).
The 401(k) plan provides that each participant may contribute up to the lesser of 100% of his or her compensation or the statutory limit, which was $20,500 for calendar year 2022. Participants that are 50 years or older can also make “catch-up” contributions, which in calendar year 2022 was up to an additional $6,500 above the statutory limit. We make matching contributions into the 401(k) plan on behalf of participants, matching 100% of participant contributions up to 3% of eligible compensation, and 50% thereafter up to 5%. Matching contributions vest immediately.
Agreements with Named Executive Officers
Below are descriptions of our offer letters and employment agreements with each of our named executive officers for 2022, including a discussion of severance pay and other benefits to be provided in connection with a termination of employment.
Mr. Lind. We entered an amended and restated employment agreement effective as of the completion of our IPO on March 11, 2021, and which governs the current terms of his employment with us. Pursuant to the agreement and taking into account annual salary adjustments through February 2023, Mr. Lind is entitled to an annual base salary of $610,000, and is eligible to receive an annual discretionary bonus equal to 60% of his annual base salary and equity awards, in each case as determined by our Board.
Mr. Lind is also entitled to certain severance benefits upon a termination of his employment without “cause” or resignation for “good reason” (each as defined in his employment agreement and, collectively, an Involuntary Termination), including (i) continued payment of Mr. Lind’s base salary for eighteen months, (ii) payment of a pro-rata portion of his annual bonus for the year in which such Involuntary Termination occurs, based on actual performance results for such year as determined by the Board or the Compensation Committee (the “Pro Rata Bonus”), (iii) payment of premiums for continued group health benefits for up to twelve months, and (iv) twelve months of accelerated vesting of all outstanding equity awards that are subject to time-based vesting, measured from the date of termination. If such termination or resignation occurs within three months preceding or 18 months immediately following a change in control (as defined in our 2021 Plan), then Mr. Lind would instead be eligible to receive (i) an amount equal to 150% of his base salary plus 150% of his target annual bonus for the year such Involuntary Termination occurs, (ii) payment of his Pro Rata Bonus for the year in which the Involuntary Termination occurs, and (iii) payment of premiums for continued group health benefits for up to eighteen months, and the vesting and exercisability of all outstanding time-based stock options and other time-based equity awards covering our common stock will accelerate in full effective as of the later of (x) Mr. Lind’s Involuntary Termination date or (y) the effective date of such change in control.
In addition, in the event Mr. Lind’s employment terminates due to his death or “disability” (as defined in his offer letter), then the vesting and exercisability of all outstanding equity awards that are subject to time-based vesting shall be accelerated by 24 months, measured from the date of termination.
All such severance or change in control benefits are subject to his executing and not revoking a separation agreement and general release of claims against us.
26
Ms. Roberts. We entered into an amended and restated employment agreement effective as of the completion of our IPO on March 11, 2021, and which governs the current terms of her employment with us. Pursuant to the agreement and taking into account annual salary adjustments through February 2023, Ms. Roberts is entitled to an annual base salary of $436,800, and is eligible to receive an annual discretionary bonus equal to 40% of her annual base salary and equity awards, in each case as determined by our Board. Ms. Roberts is also entitled to certain severance benefits upon a termination of her employment without “cause” or resignation for “good reason” (each as defined in her employment agreement and, collectively, an Involuntary Termination), including (i) continued payment of Ms. Roberts’ base salary for twelve months, (ii) payment of a pro-rata portion of her annual bonus for the year in which such Involuntary Termination occurs, based on actual performance results for such year as determined by the Board or the Compensation Committee (the “Pro-Rata Bonus”), (iii) six months of accelerated vesting of all outstanding equity awards that are subject to time-based vesting, measured from the date of termination and (iv) payment of premiums for continued group health benefits up to twelve months. If such termination or resignation occurs within three months preceding or 18 months immediately following a change in control (as defined in our 2021 Plan), then Ms. Roberts would instead be eligible to receive (i) an amount equal to 100% of her base salary plus 100% of her target annual bonus for the year such Involuntary Termination occurs, (ii) payment of her Pro-Rata Bonus for the year in which the Involuntary Termination occurs, and (iii) payment of premiums for continued group health benefits for up to twelve months, and the vesting and exercisability of all outstanding time-based stock options and other time-based equity awards covering our common stock will accelerate in full effective as of the later of (x) Ms. Roberts’ Involuntary Termination date or (y) the effective date of a change in control.
In addition, in the event Ms. Roberts’ employment terminates due to death or disability (as defined in her offer letter), then the vesting and exercisability of all outstanding equity awards that are subject to time-based vesting shall be accelerated by 24 months, measured from the date of termination.
All such severance or change in control benefits are subject to her executing and not revoking a separation agreement and general release of claims against us.
Dr. Kaye. We entered into an employment agreement with Dr. Kaye in March 2022. Pursuant to the agreement and taking into account annual salary adjustments through February 2023, Dr. Kaye is entitled to an annual base salary of $472,000, and is eligible to receive an annual discretionary bonus equal to 40% of his annual base salary and equity awards, in each case as determined by our Board. Dr. Kaye is also entitled to certain severance benefits upon a termination of his employment without “cause” or resignation for “good reason” (each as defined above and collectively, an Involuntary Termination), including (i) continued payment of Dr. Kaye’s base salary for twelve months, (ii) payment of a pro-rata portion of his annual bonus for the year in which such Involuntary Termination occurs, based on actual performance results for such year as determined by the Board or the Compensation Committee (the Pro-Rata Bonus), (iii) six months of accelerated vesting of all outstanding equity awards that are subject to time-based vesting, measured from the date of termination and (iv) payment of premiums for continued group health benefits up to twelve months. If such termination or resignation occurs within three months preceding or 18 months immediately following a change in control (as defined in our 2021 Plan), then Dr. Kaye would instead be eligible to receive (i) an amount equal to 100% of his base salary plus 100% of his target annual bonus for the year such Involuntary Termination occurs, (ii) payment of his Pro-Rata Bonus for the year in which the Involuntary Termination occurs, and (iii) payment of premiums for continued group health benefits for up to twelve months, and the vesting and exercisability of all outstanding time-based stock options and other time-based equity awards covering our common stock will accelerate in full effective as of the later of (x) Dr. Kaye’s Involuntary Termination date or (y) the effective date of a change in control.
In addition, in the event Dr. Kaye’s employment terminates due to death or “disability” (as defined in his employment agreement), then the vesting and exercisability of all outstanding equity awards that are subject to time-based vesting shall be accelerated by 24 months, measured from the date of termination.
All such severance or change in control benefits are subject to him executing and not revoking a separation agreement and general release of claims against us.
27
Outstanding Equity Awards at Fiscal Year End
The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2022.
Name |
|
Grant Date |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
Option Exercise Price |
|
|
Option Expiration Date |
|||
Kevin R. Lind |
|
10/27/2020 |
|
|
348,450 |
|
(3) |
|
— |
|
|
$ |
3.12 |
|
(2) |
10/27/2030 |
|
|
2/9/2022 |
|
|
40,625 |
|
(4) |
|
154,375 |
|
|
$ |
4.20 |
|
(3) |
2/8/2032 |
Brandi L. Roberts |
|
2/15/2021 |
|
|
66,786 |
|
(5) |
|
72,594 |
|
|
$ |
8.56 |
|
(2) |
2/14/2031 |
|
|
2/9/2022 |
|
|
18,750 |
|
(4) |
|
71,250 |
|
|
$ |
4.20 |
|
(3) |
2/8/2032 |
Randall E. Kaye, M.D. |
|
3/21/2022 |
|
|
— |
|
|
|
206,500 |
|
(5) |
$ |
6.00 |
|
(3) |
3/20/2032 |
Equity Incentive Plans - Equity Compensation Plan Information
The following table provides certain information as of December 31, 2022, with respect to all of our equity compensation plans in effect on that date: The Company’s 2020 Equity Incentive Plan (our “2020 Plan”), the Company’s 2021 Equity Incentive Plan (our “2021 Plan”), and the Company’s 2021 Employee Stock Purchase Plan (“ESPP”).
Plan Category |
|
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 Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
|
|||
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
|||
Equity compensation plans approved by security holders |
|
|
|
|
|
|
|
|
|
|||
Equity Incentive Plans(1) |
|
|
2,395,748 |
|
|
$ |
5.50 |
|
|
|
1,299,251 |
|
ESPP |
|
|
— |
|
|
|
— |
|
|
|
525,492 |
|
Equity compensation plans not approved by security holders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
2,395,748 |
|
|
$ |
5.50 |
|
|
|
1,824,743 |
|
28
29
DIRECTOR COMPENSATION
The following table sets forth information concerning the compensation paid to our directors during 2022, other than Mr. Lind, who also serves as our President and Chief Executive Officer. Mr. Lind did not receive any additional compensation for his service as a director. See the section entitled “Executive Compensation” for more information regarding the compensation earned by Mr. Lind.
Director Compensation for Fiscal 2022
Name |
|
Fees Earned or Paid in Cash |
|
|
Option Awards(1) |
|
|
Total |
|
|||
Vincent E. Aurentz |
|
$ |
40,000 |
|
|
$ |
35,017 |
|
|
$ |
75,017 |
|
Corinne Le Goff, Pharm.D. |
|
$ |
57,500 |
|
|
$ |
35,017 |
|
|
$ |
92,517 |
|
Casey C. Lynch |
|
$ |
60,000 |
|
|
$ |
35,017 |
|
|
$ |
95,017 |
|
Phillip M. Schneider |
|
$ |
67,500 |
|
|
$ |
35,017 |
|
|
$ |
102,517 |
|
Paul J. Sekhri |
|
$ |
90,000 |
|
|
$ |
35,017 |
|
|
$ |
125,017 |
|
Jane Tiller, MBChB, FRCPsych |
|
$ |
45,000 |
|
|
$ |
35,017 |
|
|
$ |
80,017 |
|
In addition, we have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
Our Board adopted a non-employee director compensation policy in February 2021 that became effective upon our IPO in March 2021 (and superseded all existing agreements or arrangements then in place with our non-employee directors related to cash and equity compensation). Our Board periodically reviews this policy and may revise it following the 2023 annual stockholder meeting.
Our director compensation policy provides that eligible non-employee directors, as determined by our Board, will receive the following compensation for service on our Board:
All options granted to our non-employee directors will have a term of 10 years from the date of grant and will be subject to accelerated vesting in full in the event we are subject to a change in control (as defined in our 2021 Plan), or in the event of the director’s death or Disability (as defined in our 2021 Plan). To the extent then-vested, options granted to our non-employee director shall remain
30
exercisable for three years following the date of termination of such director’s continuous service (other than due to Cause), subject to earlier expiration as provided under the 2021 Plan or on the expiration date applicable to such option).
The following table lists the aggregate number of shares with respect to the outstanding option awards held by each of our non-employee directors as of December 31, 2022:
Name |
|
Number of Shares Subject to Outstanding Options as of December 31, 2022 |
|
|
Vincent E. Aurentz |
|
|
31,948 |
|
Corinne Le Goff, Pharm.D. |
|
|
38,131 |
|
Casey C. Lynch |
|
|
39,162 |
|
Phillip M. Schneider |
|
|
37,828 |
|
Paul J. Sekhri |
|
|
37,828 |
|
Jane Tiller, MBChB, FRCPsych |
|
|
29,886 |
|
31
We have adopted a written policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common stock and any members of the immediate family or an affiliate of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our Board or our Audit Committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common stock, or any member of the immediate family or an affiliate of any of the foregoing persons, in which the amount involved exceeds $120,000 (or, if less, 1% of the average of our total assets at year end for the last two completed fiscal years) and such person would have a direct or indirect interest, must be presented to our Board or our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Board or our Audit Committee is to consider the material facts of the transaction, including whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, unrelated third parties under the same or similar circumstances and the extent of the related person’s interest in the transaction.
The following includes a summary of transactions since January 1, 2021 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at the end of our last two completed fiscal years, and in which any of our directors, director nominees, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive Compensation.”
Our Relationship with Arena Pharmaceuticals, Inc. (acquired by Pfizer Inc. as of March 11, 2022)
Prior to October 2020, we were a wholly-owned subsidiary of Arena. As of December 31, 2022, Arena held approximately 23.1% of our outstanding shares of common stock. We entered several agreements with Arena including a license agreement (“License Agreement”) and a royalty purchase agreement (“Royalty Purchase Agreement”), in October 2020. The License Agreement and Royalty Purchase Agreement are filed as exhibits to our Annual Report, and the Services Agreement was filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on March 3, 2022, and the summaries of these agreements set forth the terms of the agreements that we believe are material. These summaries are qualified in their entirety by reference to the full text of such agreements. We are no longer dependent on such services from Arena.
License Agreement
In October 2020, we entered into a License Agreement with Arena, pursuant to which Arena granted us an exclusive, royalty bearing, sublicensable, worldwide license to develop and commercialize LP352, LP659, LP143 and certain 5-HT2A compounds (pharmaceutical products containing any such product candidates, the “Licensed Products”). In January 2022, we amended the License Agreement to add an additional program, and in September 2022 we further amended the License Agreement to expand the field of the license of LP659 and provide Arena a right of first negotiation to acquire certain development and commercial rights to LP659 products. Arena further granted us a covenant not to sue under any patents or certain information of Arena with respect to each Licensed Product in its respective field. Arena retained the exclusive right to use the licensed intellectual property to develop, make or use intermediates, pro-drugs and metabolites related to the Licensed Products to exploit Arena’s etrasimod, lorcaserin, olorinab, or temanogrel products, in any dosage strength or formulation, and we granted Arena a covenant not to sue with respect to such activities under certain of our intellectual property related to such compounds and the Licensed Products. We will assign to Arena new intellectual property developed by us related to such compounds. We have sole responsibility over development, regulatory and commercialization activities for the Licensed Products in the applicable fields, as well as commercial manufacture and supply therefor.
32
As consideration for the rights granted to us under the License Agreement, we will be required to pay to Arena a mid-single digit royalty on net sales of Licensed Products of LP352, and a low-single digit royalty on net sales of all other Licensed Products, by us, our affiliates or our sublicensees, subject to standard reductions. Our royalty obligations continue on a Licensed Product-by-Licensed Product and country-by-country basis until the later of the (i) tenth anniversary of the first commercial sale of such product in such country or (ii) expiration of the last-to-expire valid claim of the patents licensed to us under the License Agreement covering the manufacture, use or sale of such product in such country, which we expect to run in most jurisdictions until 2036 for LP352, until 2029 for LP659 and 2030 for LP143 without taking into account patent term adjustments or extensions regimes of any country, or any additional term of exclusivity we might obtain by virtue of later filed patent applications. We also will owe Arena up to two $25.0 million commercial sales milestones if nelotanserin products (which are among the licensed 5-HT2A compounds) are developed and achieve annual net sales of $100.0 million and $500.0 million.
We may unilaterally terminate the License Agreement for any reason with a specified prior notice period, and Arena may terminate the License Agreement if we challenge any of the licensed patents. Either party may terminate the License Agreement in the event of the other party’s insolvency or for the other party’s uncured material breach of the License Agreement. Absent early termination, the License Agreement will automatically expire upon the expiration of all our payment obligations under the License Agreement.
Royalty Purchase Agreement
In October 2020, we entered into a Royalty Purchase Agreement with Arena and 356 Royalty Inc., a wholly owned subsidiary of Arena (“356 Royalty”), pursuant to which we purchased the right to receive all milestone payments, royalties, interest and other payments relating to net sales of lorcaserin, in all countries and territories of the world owed or otherwise payable to 356 Royalty by Eisai Inc. and Eisai Co., Ltd. (collectively, “Eisai”), pursuant to a Transaction Agreement dated December 28, 2016, as amended (“Transaction Agreement”), by and among 356 Royalty and Eisai, for an upfront payment of approximately $0.1 million. Under the Transaction Agreement, the royalty rates range from 9.5% on annual global net sales less than or equal to $175.0 million, 13.5% on annual global net sales greater than $175.0 million but less than or equal to $500.0 million and 18.5% on annual global net sales greater than $500 million. In addition, we purchased the right to receive a payment of $25.0 million, which will be payable upon the achievement of annual net sales of $250.0 million. Lorcaserin is currently in a Phase 3 clinical trial for Dravet syndrome.
Services Agreement
In October 2020, we entered into a Services Agreement with Arena under which Arena agreed to perform certain research and development services, general administrative services, management services and other mutually agreed services for us. The initial term of the Services Agreement was through December 31, 2021, and it then automatically renews for successive one-year terms. Neither party provided notice of non-renewal as of December 31, 2022. Each party may also terminate the Services Agreement for any reason, subject to specified notice periods. In 2021, we paid Arena approximately $1.0 million for services under the Services Agreement. During 2022, we significantly reduced our activities and payments under the Services Agreement to approximately $0.1 million, including as a result of having hired employees or contracted with third parties with the requisite expertise, and we are no longer dependent on such services from Arena.
Employment Agreements, Consulting Agreement and Stock Option Grants to Directors and Executive Officers
We have entered into employment agreements and consulting agreements with certain of our executive officers, and granted stock options to our executive officers and directors, as more fully described in the sections titled “Executive Compensation” and “Director Compensation”.
Participation in IPO
Zone II Healthcare Holdings, LLC, entities affiliated with Cormorant Private Healthcare Fund III, LP, entities affiliated with T. Rowe Price Associates, Inc., and HBM Healthcare Investments (Cayman) Ltd., each holders of 5% or more of our common stock, purchased an aggregate of approximately $38.0 million of shares of our common stock in our IPO in March 2021 at the public offering price and on the same terms as the other purchasers in such offering and not pursuant to any pre-existing contractual rights or obligations. Additionally, FMR LLC purchased 1,500,000 shares of our common stock in our IPO and as a result became a holder of more than 5% of our common stock.
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Indemnification Agreements
Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also provide the Board with discretion to indemnify our employees and other agents when determined appropriate by the Board. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which will require us to indemnify them. For more information regarding these agreements, see “Executive Compensation—Limitations on Liability and Indemnification Matters.”
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and, subject to certain exceptions, persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, based solely on a review of the copies of such reports filed on the SEC’s EDGAR system, during the fiscal year ended December 31, 2022, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with, except as follows: each of Dr. Tiller, Mr. Sekhri, Mr. Schneider, Ms. Casey, Dr. Le Goff and Mr. Aurentz filed a Form 4 on May 31, 2022 to report a grant of stock options that occurred on May 24, 2022.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are Company stockholders will be “householding” the Company’s proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or the Company by telephone at (619) 592-9775 or by written request to 4275 Executive Square, Suite 950, La Jolla, California, 92037, Attention: Corporate Secretary, and we will promptly deliver the requested documents or notice. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.
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Other Matters
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
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By Order of the Board of Directors |
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Kevin R. Lind |
President and Chief Executive Officer |
April 11, 2023
A copy of the Company’s Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2022, is available without charge upon written request to: Corporate Secretary, 4275 Executive Drive, Suite 950, La Jolla, California, 92037.
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