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From 2007 until 2012, Dr. Parkinson served as President and CEO of Nodality, a biotechnology firm focused on the biological characterization of signaling pathways in sufferers with malignancy to allow more practical therapeutics growth and clinical decision-making. Dr. Parkinson has previously led oncology scientific improvement actions at Novartis ( ), Amgen ( ) and Biogen Idec ( ). He worked on the National Cancer Institute from 1990 to 1997, serving as Chief of the Investigational Drug Branch, and then as Acting Associate Director of the Cancer Therapy Evaluation Program . Dr. Parkinson is a past Chairman of the Food & Drug Administration Biologics Advisory Committee, has also served on the FDA’s Science Board, and is a recipient of the FDA’s Cody Medal.
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https://www.forbes.comBased upon the evaluation and discussions described in this report, we recommended to the board of directors that the audited consolidated financial statements be included within the 2019 Annual Report for submitting with the SEC. Although ratification isn’t required by our bylaws or in any other case, we are submitting the selection to our stockholders for ratification as a matter of good company practice and because we value our stockholders’ views.
In September 2017, Mr. Kirske was appointed as our Chief Financial Officer and commenced full-time employment, with his annual base salary level being increased to $350,000 and his goal annual bonus being set at 35% of his base salary Data Scraping. In February 2019, our compensation committee permitted an increase in base salary and bonus alternative for Mr. Kirske, to $360,500 and forty% of his base wage, respectively.

In February 2018, in reference to our concurrent public providing of widespread stock, BVF bought 6.3 million shares of our frequent stock. In addition, BVF exchanged million shares of our widespread inventory owned by BVF and 575 shares of our Series N Preferred Stock owned by BVF for 12,575 shares of our Series O Preferred Stock, pursuant to the letter agreements discussed above in addition to an additional exchange agreement executed in February 2018.

This section describes the 2019 compensation we paid to our 2019 named executive officers who’re listed within the “Summary Compensation Table – 2018 and 2019” beneath. We have adopted a Stock Ownership Policy and a Policy Regarding the Recoupment of Certain Compensation Payments (compensation “clawback” coverage), in addition to revisions to our Insider Trading Policy to ban sure hedging and pledging transactions in our securities by our administrators and officers, all as mentioned in additional detail beneath.

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In the case of any employee of the Corporation or certainly one of its Subsidiaries on an accredited leave of absence, continued vesting of the award whereas on leave from the make use of of the Corporation or considered one of its Subsidiaries may be suspended until the worker returns to service, except the Administrator in any other case supplies or relevant law in any other case requires. In no occasion shall an award be exercised after any relevant most time period of the award. the authorization by the Administrator of “cashless train” procedures with third events who present financing for the aim of the train of awards consistent with applicable laws and any limitations imposed by the Administrator. The Administrator may permit awards to be exercised by and paid to, or in any other case transferred to, different individuals or entities pursuant to such situations and procedures, including limitations on subsequent transfers, because the Administrator may, in its sole discretion, set up in writing.
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If the Annual Meeting is adjourned, notice will be given to our stockholders, if in any respect, in accordance with our bylaws, the General Corporation Law of the State of Delaware and relevant SEC regulations. At the adjourned assembly, we could transact any business which might have been transacted on the unique assembly. The handle of our current administrators and government officers listed is 3101 Western Avenue, Suite 800, Seattle, Washington 98121.
Any permitted transfer shall be topic to compliance with applicable federal, state and overseas securities and trade management laws and shall not be for worth (apart from nominal consideration, settlement of marital property rights, or for pursuits in an entity in which greater than 50% of the voting pursuits are held by the Eligible Person or by the Eligible Person’s relations). The Administrator could, however, provide with respect to a number of awards that the truthful market value shall equal the closing value for a share of Common Stock on the Market on the final buying and selling day previous the date in query or the typical of the excessive and low trading prices of a share of Common Stock on the Market for the date in query or the newest buying and selling day. If the Common Stock is not listed or is not actively traded on the Market as of the relevant date, the fair market worth of the Common Stock shall be the worth as moderately decided by the Administrator for functions of the award within the circumstances.

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The Administrator may also present that deferred settlements embrace the cost or crediting of curiosity or other earnings on the deferral quantities, or the payment or crediting of dividend equivalents where the deferred quantities are denominated in shares. Any Qualified Performance-Based Award or Qualifying Option or SAR (as such terms were defined in Section 5.2 of the prior model of this Plan) granted under this Plan prior to November 2, 2017 shall proceed to be ruled by the phrases of this Plan in effect on the time of grant of such award.
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Using information heart proxies to scrape pricing or other data could be difficult as one single ban from an internet site may render many proxies to turn into unusable for a similar objective. No amendment, suspension or termination of this Plan or modification of any excellent award agreement shall, without written consent of the participant, have an effect on in any manner materially antagonistic to the participant any rights or advantages of the participant or obligations of the Corporation beneath any award granted under this Plan prior to the efficient date of such change. Changes, settlements and different actions contemplated by Section 7 shall not be deemed to represent modifications or amendments for functions of this Section 8.6. Awards Instagram Email Scraper under this Plan shall be payable in shares or from the overall assets of the Corporation, and no particular or separate reserve, fund or deposit shall be made to assure payment of such awards.
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In March 2020, in connection with our rights providing and separate purchase commitments by sure of our traders, BVF bought a complete of 3,047 shares of our Series X Preferred Stock, that are convertible into 30.5 million shares of our widespread stock. No shares of Series O Preferred Stock or Series X Preferred Stock owned by BVF have been transformed into our widespread inventory. In September 2015, we entered right into a subscription settlement with BVF pursuant to which we issued 1.0 million shares of our frequent inventory. In addition, we completed underwritten public offerings of fifty five,000 shares of our Series N-2 Preferred Stock, no par worth per share in December 2015 and 22,500 shares of our Series N-3 Preferred Stock, no par value per share in June 2017.

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The compensation committee has final authority to find out the compensation of our named govt officers. In common, these benefits are supposed to draw and retain highly certified executives. Approximately sixty five% of Dr. Craig’s goal total direct compensation for 2019 is “at-risk” as described above.
The audit committee can delegate this responsibility to a number of of its members, provided that such pre-approval determination is offered to the total audit committee and its subsequent scheduled meeting LinkedIn Data Extractor Software Tool. All providers carried out and related fees billed by Ernst & Young LLP in the course of the fiscal years presented above were permitted by the audit committee.
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Of the entire mixture fees in 2019, less than zero.3% weren’t accredited by the audit committee pursuant to the de minimis exception provided by Section of Rule 2-01 of Regulation S-X. disposition may apply if the optionee can also be an officer or director of the Company. Any acquire or loss recognized on such a premature disposition of the shares in extra of the amount treated as ordinary income will be characterised as lengthy-term or brief-term capital achieve or loss, depending on the holding period. The U.S. federal earnings tax consequences of the 2017 Plan beneath current federal regulation, which is subject to vary, are summarized in the following discussion of the general tax ideas relevant to the 2017 Plan. This abstract just isn’t meant to be exhaustive and, amongst other concerns, does not describe the deferred compensation provisions of Section 409A of the Internal Revenue Code to the extent an award is topic to and doesn’t fulfill those guidelines, nor does it describe state, native or worldwide tax penalties.
Dr. Parkinson received his medical diploma from the University of Toronto, has held educational positions both at Tufts and at the University of Texas MD Anderson Cancer Center, and has authored over one hundred peer-reviewed publications. Mr. Metzger’s enterprise and administration experience within the biopharmaceutical business have been the first qualifications that led the board of administrators to conclude that he should serve on our board of administrators. Five of our directors are unbiased within the meaning of the independent director pointers of The Nasdaq Stock Market (“Nasdaq”).

  • If stockholders approve this proposal, the variety of shares of our widespread stock that may be delivered pursuant to awards granted beneath the 2017 Plan might be increased by an extra 5,100,000 shares.
  • There can be a corresponding increase in the number of shares that may be delivered pursuant to incentive stock choices granted under the 2017 Plan .
  • Our board of administrators is asking you to approve an modification to our Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) to extend the number of shares reserved for issuance thereunder.
  • The sort and terms of awards granted can also change in anyone year or from year to 12 months based mostly on any number of variables, including, with out limitation, adjustments in competitors’ compensation practices or adjustments in compensation practices usually, and the necessity to appeal to, retain and incentivize key expertise.

Dr. Parkinson’s enterprise and administration expertise in the biopharmaceutical and healthcare business, in addition to his expertise at the FDA, have been the primary qualifications that led the board of administrators to conclude that he should serve on our board of administrators. Dr. Parkinson has served as a enterprise partner at New Enterprise Associates , Inc. since 2012 and in 2016 moved to the role of venture advisor to NEA.

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To assist be sure that the administrators and officers keep adequate management over the timing of their transactions in our securities, we prohibit our administrators and officers from margining any of our securities in a margin account or in any other case pledging any of our securities as collateral for a loan. We prohibit all of our administrators, officers and employees from partaking in any hedging or monetization transaction that may permit them to achieve from or offset any decrease available in the market value LinkedIn Email Scraper of our securities. The compensation committee believes that each named executive officer’s bonus alternatives were acceptable bearing in mind the performance that may be required to earn these quantities. The 2019 annual base salaries paid to our named executive officers are set forth within the “Summary Compensation Table – 2018 and 2019” beneath. The main elements of our govt compensation program embrace base salaries, annual cash incentives and equity incentives.
The letter does not have a specified term and supplies for Mr. Seeley to receive an initial annualized base salary of $375,000. Mr. Seeley is eligible to receive an annual discretionary bonus, with a goal bonus of 30% of base salary and a maximum bonus of 75% of base wage, and to participate in our profit programs. In September 2017, Mr. Seeley’s annual base wage level was elevated to $410,000 in connection together with his appointment as our Chief Operating Officer, and his goal annual bonus was increased to 40% of base wage, effective for 2018. In February 2019, our compensation committee permitted an increase in base wage for Mr. Seeley, to $422,300.
If stockholders don’t approve this proposal, these grants is not going to be efficient, and we won’t be able to grant the equity incentives we believe are essential to supply retention incentives. Subject to certain exceptions contained in the 2017 Plan, awards beneath the 2017 Plan typically are not transferable by the recipient aside from by will or the laws of descent and distribution and are generally exercisable, in the course of the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award typically will be paid only to the recipient or the recipient’s beneficiary or authorized representative. This does not bear in mind the 5,100,000 shares that may be added to the 2017 Plan if stockholders approve this proposal or the 5,104,000 shares subject to options that are contingent on stockholder approval of this proposal. Please see the discussion under beneath “Specific Benefits beneath the 2017 Plan” and “Aggregate Past Grants Under the 2017 Plan” for detailed info on certain awards that we granted which might be contingent on stockholder approval of this 2017 Plan proposal in addition to past awards granted beneath the Plans.
The following desk units forth information regarding compensation for fiscal years 2018 and 2019 for companies rendered by our named executive officers. We preserve government health packages for the benefit of the named executive officers, and these executives are additionally entitled to take part in our profit applications which are available to all of our workers, including our 401 and employee stock purchase plan. The compensation committee additionally considers the recommendations of our Chief Executive Officer with respect to the compensation for each executive aside from himself. Our compensation committee doesn’t assign a selected weight to those components and none of these components by itself will compel a selected compensation choice.
As of December 31, 2019 and 2018, BVF beneficially owned approximately 12.0% of our excellent common stock. Matthew D. Perry, a member of our Board, is the President of BVF and portfolio supervisor for the underlying funds managed by the agency. The foregoing “Summary Compensation Table” must be read in conjunction with the tables and narrative descriptions that follow. The “Outstanding Equity Awards at Fiscal 2019 Year-End” desk provides additional information on the named govt officers’ potential realizable value with respect to their fairness awards. The “Potential Payments upon Termination or Change in Control” section offers info on the advantages the named executive officers could also be entitled to obtain in reference to sure terminations of their employment and/or a change in management.
Nothing in this Section 8.3, nevertheless, is meant to adversely have an effect on any specific impartial proper of such particular person beneath a separate employment or service contract apart from an award settlement. In any of the occasions referred to on this Section 7.2, the Administrator could take such action contemplated by this Section 7.2 prior to such occasion to the extent that the Administrator deems the motion essential to permit the participant to comprehend the advantages meant to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator could deem an acceleration and/or termination to occur instantly previous to the applicable occasion and, in such circumstances, will reinstate the original phrases of the award if an event giving rise to an acceleration and/or termination doesn’t occur. Without limiting the previous paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any relevant award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances.

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For these functions, “target whole direct compensation” refers to Dr. Craig’s base wage, goal bonus alternative and equity-primarily based awards granted during the fiscal yr . RESOLVED, that the compensation paid to our named govt officers, as disclosed in this proxy statement pursuant to the SEC’s executive compensation disclosure rules , is hereby permitted.
No participant, beneficiary or different particular person shall have any proper, title or interest in any fund or in any specific asset of the Corporation or considered one of its Subsidiaries by purpose of any award hereunder. Neither the provisions of this Plan , nor the creation or adoption of this Plan, nor any motion taken pursuant to the provisions of this Plan shall create, or be construed to create, a belief of any type or a fiduciary relationship between the Corporation or certainly one of its Subsidiaries and any participant, beneficiary or other particular person. To the extent that a participant, beneficiary or different particular person acquires a proper to obtain payment pursuant to any award hereunder, such right shall be no higher than the best of any unsecured common creditor of the Corporation.
Our board of administrators believes that the processes it has established for overseeing danger can be efficient underneath a wide range of management frameworks and due to this fact do not materially affect its choice of management structure as described underneath “Leadership Structure” above. Independent administrators meet in frequently scheduled periods with out management. One of our administrators in workplace on the time of our 2019 Annual Meeting attended such assembly. Mr. Perry’s administration consulting expertise and his experience investing in biotechnology firms have been the primary skills that led the board of administrators to conclude that he ought to serve on our board of administrators.

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If stockholders fail to ratify the choice, the audit committee will reconsider whether or not or not to retain that agency. Even if the choice is ratified, the audit committee in its discretion could direct the appointment of a special independent registered public accounting agency at any time in the course of the yr if the audit committee feels that such a change would be in our and our stockholders’ finest interests. The Administrator has permitted certain awards under the 2017 Plan which might be contingent on stockholder approval of this proposal.
Our certificates of incorporation and bylaws present that the variety of our administrators shall be between 5 and 12 individuals and might be fastened by resolution of our board of directors. outstanding on the report date shall be entitled to at least one vote per share on all matters to be voted upon at the Annual Meeting. As of the shut of business on the record date, there have been 73,681,593 shares of our common inventory issued and excellent. Paid services like our Indian proxy server utilise varied methods, together with HTTPS between proxies and goal servers, to ensure customer safety. Also, these rotating residential proxies only support the whitelisted IPs authentication mechanism and you can’t whitelist more than 1 IP irrespective of your subscription plan.
Stockholder approval of the modification is not going to, by itself, cause any change in our capital accounts. However, any future issuance of additional shares of common stock authorized pursuant to this proposal would finally result in dilution of existing stockholders’ equity interests. subject to stockholder approval of Proposal three and have an exercise worth equal to $1 per share. These choices will vest in accordance with the vesting phrases relevant to different annual option grants made pursuant to our Director Compensation Policy. The quantities reported in the “Fees Earned or Paid in Cash” column replicate the amounts earned with respect to fiscal year 2019 for the director’s retainer and fees for chairing and/or serving on applicable board committees.
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Payment of awards could also be in the form of money, Common Stock, other awards or combos thereof because the Administrator shall decide, and with such restrictions as it could impose. The Administrator may require or allow participants to elect to defer the issuance of shares or the settlement of awards in cash under such guidelines and procedures as it might establish beneath this Plan.

BVF bought 30,000 shares of our Series N-2 Preferred Stock and 6,750 shares of our Series N-three Preferred Stock in such choices. BVF converted 30,000 shares of our Series N-2 Preferred Stock and 6,one hundred seventy five shares of our Series N-3 Preferred Stock into approximately 2.7 million shares and 4.1 million shares of our common inventory, respectively.
In accordance with present audit committee coverage and the requirements of the Sarbanes-Oxley Act, all companies to be supplied by Ernst & Young LLP are topic to pre-approval by the audit committee or considered one of its members to whom such authority may once in a while be delegated. This contains audit companies, audit-associated services, tax services and different services. Such pre-approval pertains to a specific class or group of services and is topic to a selected price range. The Sarbanes-Oxley Act prohibits an issuer from acquiring sure non-audit providers from its auditing agency in order to avoid sure potential conflicts of interest; we now have not in recent years obtained any of those services from Ernst & Young LLP, and we are able to acquire such services from different service suppliers at competitive rates. Pursuant to the constitution for the audit committee, the audit committee pre-approves all auditing companies and permissible non-audit providers to be carried out by our independent registered public accounting firm and the associated charges.

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We have adopted a procedure called “householding,” which the SEC has accredited. Under this procedure, stockholders of document who’ve the same handle and last name will receive just one copy of our proxy materials until we receive opposite directions from a number of of such stockholders. Upon oral or written request, we will deliver promptly a separate copy of the proxy materials to a stockholder at a shared handle to which a single copy of proxy materials was delivered. If you’re a helpful stockholder, please contact your financial institution, broker, trustee or different nominee immediately when you have questions, require extra copies of the proxy materials, wish to obtain a number of reviews by revoking your consent to householding or wish to request single copies of the proxy supplies sooner or later.
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