PROXY STATEMENT
For 2023 Annual Meeting of Stockholders
The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of POINT Biopharma Global Inc. (“POINT,” the “Company,” “we,” “us,” or “our”) to be voted at the Annual Meeting of the Stockholders (the “Meeting”) to be held virtually on Thursday June 1, 2023 at 2:30 p.m. Eastern Daylight Time, or any adjournments or postponements thereof. This proxy statement contains important information for you to consider when deciding how to vote on matters brought before the Meeting.
This proxy statement is first being mailed to our stockholders on or about April 27, 2023. The Company’s Annual Report for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), is being mailed to our stockholders concurrently with this proxy statement. The 2022 Annual Report is not to be regarded as proxy soliciting material. In addition, this proxy statement and the 2022 Annual Report are available on our Meeting website at https://www.cstproxy.com/pointbiopharma/2023.
The information provided in the “question and answer” format below is for your convenience only. You should read this entire proxy statement carefully.
GENERAL INFORMATION
Why am I receiving this proxy statement and proxy card?
You are receiving this proxy statement and the proxy card because you owned shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), as of the close of business on April 13, 2023 (the “Record Date”), and that entitles you to vote at the Meeting. This proxy statement describes the matters on which you are asked to vote so you can make an informed decision. However, you do not need to attend the Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below under “How do I vote?” to submit your proxy over the Internet or by telephone.
Who is soliciting my vote?
The Board is sending you this proxy statement in connection with its solicitation of proxies for use at the Meeting. Certain of our directors, officers and employees may solicit proxies by mail, telephone, facsimile or in person. Directors, officers and employees will not be paid any additional compensation for soliciting proxies.
Who pays the cost for soliciting proxies?
We will pay the entire cost of soliciting proxies. As of the date of this proxy statement, we do not expect to pay any compensation for the solicitation of proxies, except to brokers, nominees and similar record holders for reasonable expenses in mailing proxy materials to the beneficial owners of our Common Stock.
What am I voting on?
At the Meeting you will be asked to vote on two proposals:
1.To re-elect each of Dr. Neil Fleshner, M.D., David C. Lubner and Dr. Yael Margolin, Ph.D. as a Class II director to serve until the Company’s 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified; and
2.To ratify, on an advisory basis, the appointment of Armanino LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
Who is entitled to vote?
Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof. We have no class or series of shares currently outstanding other than our Common Stock. Each holder of shares of our Common Stock is entitled to one vote per share on all matters properly brought before the Meeting. Stockholders are not permitted to cumulate votes for the purpose of electing directors or otherwise.
A list of stockholders entitled to vote at the Meeting will be available for inspection by any stockholder at our executive offices for a period of ten days prior to the Meeting until the close of the Meeting.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Many of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company ("Continental"), you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote at the Meeting.
Beneficial Owner
If your shares are held in a brokerage account or by a bank or other nominee, generally referred to herein as your broker, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker as to how to vote to shares you beneficially own and are also invited to attend the Meeting. However, because you are not the stockholder of record, you may not vote these shares at the Meeting unless you obtain a signed proxy from the stockholder of record giving you the right to vote the shares. If you do not vote your shares or otherwise provide the stockholder of record with voting instructions, your shares may constitute broker non-votes. The effect of broker non-votes is more specifically described below.
How do I vote?
You may vote by proxy on the Internet, by telephone or by mail or vote by attending the Meeting and voting electronically, all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card or voting instruction form. The shares voted by proxy
electronically, via the Internet, telephonically, or represented by the proxy cards received, properly marked, dated and signed, in each case that are not revoked, will be voted at the Meeting.
Stockholders of Record. If you are a stockholder of record, and your shares are registered directly in your name, you may vote as follows:
Vote on the Internet
You may submit your proxy with voting instructions by going to https://www.cstproxy.com, and following the instructions provided in the proxy card that accompanied your proxy materials. You will need the control number included on your proxy card. If you vote on the Internet, you can also request electronic delivery of future proxy materials. Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m. Eastern Daylight Time, on May 31, 2023.
Vote by Telephone
You can also submit your proxy with voting instructions by telephone by dialing 1-866-894-0536. You will need the control number included on your proxy card when you call. Telephone voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Daylight Time, on May 31, 2023.
Vote by Mail
You may choose to submit your proxy with voting instructions by mail by marking your proxy card, dating and signing it, and returning it in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to Continental Stock Transfer & Trust Co, 1 State Street Floor 30, New York City, N.Y., 10275-0741. Please allow sufficient time for mailing if you decide to vote by mail as it must be received by 11:59 p.m., Eastern Daylight Time, on May 31, 2023.
Voting at the Meeting
You may vote electronically at the virtual Meeting.
You can attend and participate in the virtual Meeting by going to https://www.cstproxy.com/pointbiopharma/2023. You will need the control number included on your proxy card. Even if you plan to attend the virtual Meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Meeting.
Beneficial Owners of Shares held in “Street Name”. If you hold your shares in “street name,” as described above, you will receive voting instructions from your broker, bank or other nominee, generally referred to herein as your broker. You must follow the voting instructions provided by your broker in order to instruct your broker on how to vote your shares. Beneficial owners holding in street name should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker. As discussed above, if you are a beneficial owner holding in street name, you may not vote your shares on your own behalf at the Meeting unless you obtain a legal proxy from your broker.
Voting by Proxy. All shares represented by valid proxies received before the Meeting will be voted. If you complete and submit your proxy before the Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the Board on all matters presented in this proxy statement, and as the persons named as proxies may determine in their discretion how to vote with respect to any other matters properly presented at the Meeting. You may also authorize another person or persons to act for you as a proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it
may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.
If any other matters are properly presented for consideration at the Meeting, including, among other things, consideration of a motion to adjourn the Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretionary authority to vote your shares on those matters. We do not currently anticipate that any other matters will be raised at the Meeting.
How do I attend the Meeting?
The Meeting will be held in a virtual meeting format only, via live webcast. You will not be able to physically attend the Meeting in person. To attend the Meeting, follow the instructions below for either “Stockholders of Record” or “Beneficial Owners” as may be applicable to you. In addition, any stockholder may attend the Meeting via telephone in a listen-in only option.
Stockholders of Record:
If you were a stockholder of record of shares of Common Stock at the close of business on the Record Date, you will be able to participate in the Meeting, vote electronically and submit questions during the live webcast of the Meeting, without advance registration. On the day of the Meeting you will log in to the virtual Meeting by going to: https://www.cstproxy.com/pointbiopharma/2023. Your proxy card contains instructions and provides your control number. You will need your control number for access to the Meeting. You should log in to the website about 15 minutes before the Meeting to assure timely entrance to the virtual Meeting. If you do not have your control number, contact Continental by e-mail at proxy@continentalstock.com, at least 72 hours before the Meeting.
Beneficial Owners:
To attend the Meeting and vote shares at the Meeting, beneficial owners will need to contact Continental by email at proxy@continentalstock.com to receive a control number. Please allow up to 72 hours prior to the Meeting for processing your control number. If you plan to vote at the Meeting, you will also need to have what is called a “legal proxy” that you must obtain from your broker and provide to Continental with your email request. This assures your votes will not be double counted. Without the “legal proxy” from your broker, you will not be allowed to vote at the Meeting. On the day of the Meeting you will log in to the virtual Meeting by going to: https://www.cstproxy.com/pointbiopharma/2023 and entering the control number provided by Continental.
Via Telephone Listen-in Only Option:
Any stockholder may also join the Meeting via a listen-in only option by dialing 800-450-7155 (or +1 857-999-9155 for calls made outside the U.S. and Canada, standard rates apply) and enter 1301473# for access to the Meeting. Stockholders that join via the listen-in only option will not have the ability to vote or ask questions during the Meeting.
How may I ask questions and otherwise participate in the Meeting?
We have designed the virtual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Stockholders will be able to attend and participate online and submit questions during the Meeting, and will be able to vote their shares electronically during the Meeting.
Stockholders who would like to attend and participate in the Meeting will need the 12-digit control number found on their proxy card or voting instruction form. The Meeting will begin promptly at 2:30 p.m. Eastern Daylight Time. We encourage you to access the Meeting prior to the start time. Online access will begin approximately 15 minutes prior to the start of the Meeting, at 2:15 p.m. Eastern Daylight Time. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Meeting.
Stockholders will be able to submit questions live during the Meeting by typing the question into the designated field, and submitting it as instructed on the website. We will not answer questions during the Meeting, but will respond to questions that comply with the Meeting rules of conduct following the Meeting. Questions regarding personal matters or matters not relevant to Meeting matters will not be answered.
Additional information regarding the ability of stockholders to ask questions during the Meeting, related rules of conduct, and other materials for the Meeting will be available during the Meeting at https://www.cstproxy.com/pointbiopharma/2023.
If you have difficulty accessing the Meeting, please call 917-262-2373, for assistance. Technicians will be available to assist you.
Will my shares be voted if I do not sign and return my proxy card?
If you are a stockholder of record and do not return your proxy card, vote by proxy over the Internet or by telephone or vote at the Meeting, your shares will not be voted. If your shares are held in street name and you do not submit voting instructions to your broker, your broker may vote your shares for you on certain matters. Brokers normally have discretion to vote on routine matters, such as ratification of Armanino LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, but not on non-routine matters. The stock exchange rules provide that uncontested director elections are not considered routine matters and brokers do not have discretion to vote on any director election. Therefore, the election of the Class II directors is not considered a routine matter and your broker will be unable to vote your shares if you do not instruct your broker how to vote, which is referred to as a “broker non-vote.” Broker non-votes will have no effect on the outcome of the votes on the election of the Class II directors.
Can I change my vote or revoke my proxy?
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy by (i) delivering written notice of revocation to the Company at any time before the close of voting at the Meeting; (ii) submitting a later dated proxy over the Internet or by telephone in accordance with the instructions on your proxy card (in which case only your latest Internet or telephone proxy submitted will be counted); (iii) submitting a properly marked, dated and signed proxy card bearing a later date (in which case only your latest proxy card submitted will be counted); or (iv) attending the virtual Meeting and voting your shares electronically during the Meeting. Your attendance at the Meeting will not by itself revoke a previously granted proxy.
If you hold your shares in “street name” through a broker, you may revoke your proxy by following instructions provided by your broker.
No notice of revocation or later-dated proxy will be effective until received by the Company at or prior to the Meeting.
What constitutes a quorum for the Meeting?
As of the Record Date, the Company had 105,683,356 outstanding shares of Common Stock. A majority of the Company’s outstanding shares as of the Record Date (a quorum) must be present or represented by proxy at the Meeting in order to hold the Meeting and conduct business. Signed proxies received without giving voting instructions and broker non-votes will be included in the calculation of the number of shares considered to be present at the Meeting. A share, once represented for any purpose at the Meeting, is deemed present for purposes of determining a quorum for the Meeting (unless the Meeting is adjourned and a new record date is set for the adjourned meeting).
What are the Board’s recommendations?
The Board recommends a vote (1) FOR the re-election of each of Dr. Neil Fleshner, M.D., David C. Lubner and Dr. Yael Margolin, Ph.D. as Class II directors of POINT; and (2) FOR ratification, on an advisory basis, of the appointment of Armanino, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
If properly signed and returned in time for the Meeting, the enclosed proxy will be voted in accordance with the choices specified thereon. If you return a signed proxy, but do not specify a choice, the persons named as the proxy holder therein will vote as recommended by the Board. If a broker submits a proxy that indicates that the broker does not have discretionary authority as to certain shares to vote on one or more matters (i.e., broker non-votes), those shares will be counted as shares that are present for purposes of determining a quorum but will not be considered as present and entitled to vote with respect to such matters. Abstentions will be counted as shares that are present for purposes of determining a quorum, but are not considered votes cast with respect to the tabulations of votes cast on proposals presented to stockholders. Each proposal is tabulated separately.
What vote is required to approve each proposal?
Assuming that a quorum is present, the following votes will be required:
•With respect to the first proposal (re-election of Dr. Neil Fleshner, M.D., David C. Lubner and Dr. Yael Margolin, Ph.D. as Class II directors of POINT), each director nominee will be elected by a plurality of the votes cast, which means that the director nominees receiving the highest number of votes will be elected. Only FOR and WITHHOLD votes will affect the outcome of this proposal. Abstentions and broker non-votes, if any, will not affect the outcome of this proposal.
•The second proposal (the ratification, on an advisory basis, of the appointment of Armanino LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023) requires the affirmative vote of a majority of the total votes cast. Abstentions and broker non-votes, if any, will not affect the outcome of this proposal.
Holders of the Common Stock will not have any rights of appraisal or similar dissenter’s rights in connection with any of the matters to be voted on at the Meeting.
What are the implications of being an “emerging growth company” and smaller reporting company?
We are an “emerging growth company” under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act”), including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we are not required to, among other things, include a Compensation Discussion and Analysis, 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 and include the pay versus performance disclosure in this proxy statement. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We have elected to take advantage of some or all of these scaled disclosures until such time as we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering; (ii) the last day of the fiscal year in which our total annual gross revenue is at least $1.07 billion; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt securities during the prior three-year period; or (iv) the last day of the fiscal year in
which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission (the “SEC”). Even after we are no longer an emerging growth company, we may remain a “smaller reporting company,” as described below.
We are also a “smaller reporting company,” meaning that, as of the end of our most recently completed second fiscal quarter, the market value of our stock held by non-affiliates was less than $700 million and our annual revenue was less than $100 million during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. For so long as we remain a smaller reporting company, we are permitted, and intend to, rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.
How can I find out the results of the voting at the Meeting?
Preliminary voting results will be announced at the Meeting. Final voting results will be available on a Current Report on Form 8-K filed with the SEC within four business days after the end of the Meeting.
Can I vote on other matters or submit a proposal to be considered at the Meeting?
The Company has not received timely notice of any stockholder proposals pursuant to Rule 14a-8 under the Exchange Act to be considered at the Meeting. Stockholders may submit matters for a vote without inclusion in this proxy statement, only in accordance with Rule 14a-4(c) or the Company’s Amended and Restated By-laws. The Company does not intend to present any other business at the Meeting and does not know of any other business intended to be presented other than as discussed or referred to in this proxy statement as the date specified in the Company’s Amended and Restated By-laws for advance notice of proposals by stockholders has passed. If any other matters properly come before the Meeting, the persons named in the accompanying proxy card will vote the shares represented by the proxy in the manner as the Board may recommend, or in their discretion, in each case to the extent permitted under the U.S. securities laws.
For the Company’s 2024 Annual Meeting of Stockholders, stockholders’ proposals will be eligible for consideration for inclusion in the proxy statement pursuant to Rule 14a-8 if such proposals are received by the Company before the close of business on December 29, 2023 and otherwise comply with the requirements of Rule 14a-8. For stockholders seeking to present a proposal, other than a nomination of persons for election to the Board, at the 2024 Annual Meeting of Stockholders without inclusion of such proposal in the Company’s proxy materials, the proposal should be received by the Company by March 3, 2024, but not before February 2, 2024; provided, however, that in the event the 2024 Annual Meeting of Stockholders takes place prior to May 2, 2024 or after July 31, 2024, notice must be received by the Secretary not later than the close of business on the later of the 90th day prior to the scheduled date of such Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.
Can I nominate an individual to serve as a director?
If stockholders wish to nominate an individual at the 2024 Annual Meeting of Stockholders to serve as a director, they must deliver timely notice of the nomination in proper written form to the Secretary of the Company as provided in our Amended and Restated By-laws. For a stockholders’ notice to the Secretary to be timely under our Amended and Restated By-laws, it must be delivered to or mailed and received at our principal executive offices by March 3, 2024, but not before February 2, 2024; provided, however, that in the event the 2024 Annual Meeting of Stockholders takes place prior to May 2, 2024 or after July 31, 2024, notice must be received by the Secretary not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of such Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made.
To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees in connection with the 2024 Annual Meeting of Shareholders must provide notice to the Company, in accordance with, and that sets forth the information required by, Rule 14a-19 under the Exchange Act no later than April 2, 2024.
Who should I call if I have any additional questions?
If you hold your shares directly, please call the Secretary of the Company at 317-543-9957. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker, bank or other nominee directly.
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to our Amended and Restated Certificate of Incorporation (the “Certificate”), our Board is divided into three classes, with one class of our directors standing for election each year. The members of each class are elected to serve a three-year term with the term of office of each class expiring at the annual meeting of stockholders in successive years. The term of each of Dr. Neil Fleshner, M.D., David C. Lubner and Dr. Yael Margolin, Ph.D., as Class II directors, will expire at the Meeting. Each have been nominated for re-election.
Our Board has nominated three current Class II directors, Dr. Fleshner, Mr. Lubner and and Dr. Margolin, to stand for re-election at the Meeting. If elected, each of Dr. Fleshner, Mr. Lubner and Dr. Margolin will serve until the 2026 Annual Meeting of Stockholders and until his or her successors are duly elected and qualified or until his or her earlier resignation, death or removal.
Voting Requirement to Approve Proposal
Pursuant to our Amended and Restated By-laws, our directors are elected by a plurality of the votes properly cast, which means that the director nominees receiving the highest number of votes will be elected. Unless you give contrary instructions, shares represented by proxies solicited by the Board will be voted for the election of each of Dr. Fleshner, Mr. Lubner and Dr. Margolin. We have no reason to believe that the director nominees will be unavailable for election at the Meeting. In the event that a director nominee is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Meeting. As of the date of this proxy statement, there continues to be one vacant seat on the Board. The Board continues to evaluate additional Board candidates to further strengthen our Board. Vacancies on the Board are filled exclusively by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum is present, and not by the stockholders. Although fewer nominees are named than the number of available positions on the Board, your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE ELECTION OF DR. FLESHNER, MR. LUBNER AND DR. MARGOLIN
AS PROVIDED IN PROPOSAL I.
DIRECTORS OF THE COMPANY
The following table and subsequent descriptions set forth certain information concerning our current directors. The biographical description of each director includes the specific experience, qualifications, attributes and skills that the Board considered in concluding that such person should serve as a director.
| | | | | | | | | | | | | | |
Name | Age | Position | Director Since | Expiration of Term |
Dr. Joe McCann, Ph.D. | 46 | Chief Executive Officer and Class III Director | 2021 | 2024 |
Allan C. Silber | 74 | Executive Chairman and Class III Director | 2021 | 2024 |
Dr. Neil Fleshner, M.D. | 59 | Chief Medical Officer and Class II Director | 2021 | 2023 |
Jonathan Ross Goodman | 55 | Lead Director and Class I Director | 2021 | 2025 |
Gerald Hogue | 65 | Class III Director | 2021 | 2024 |
David C. Lubner | 59 | Class II Director | 2020 | 2023 |
Dr. Yael Margolin, Ph.D. | 69 | Class II Director | 2021 | 2023 |
Dr. Rajesh K. Malik, M.D. | 64 | Class I Director | 2021 | 2025 |
Director Nominees
Dr. Neil Fleshner, M.D. has served as our Chief Medical Officer and as a member of our Board since June 2021. Previously, Dr. Fleshner served as Chief Medical Officer of POINT Biopharma Inc. from January 2020 until the closing of the Business Combination (defined below) in June 2021, and as a director of POINT Biopharma Inc. from September 2019 to June 2021. Dr. Fleshner has served as the Chief Medical Officer and a member of the board of directors of Verity Pharmaceuticals, a specialty pharmaceutical company focused on relevant, therapeutic agents for the healthcare community, since July 2016. Dr. Fleshner also previously served as the Chief Medical Officer and a member of the board of directors of Hybridine Imaging Technologies from March 2015 until September 2019. Dr. Fleshner is also a Professor of Surgery at the University of Toronto, a position he has held since 2006. In the past, he served as the Head of the Division of Urology at the University Health Network, and the Head of Genitourinary Cancer Site group at the Princess Margaret Hospital, where he was awarded the prestigious Love Chair in prostate cancer prevention. Dr. Fleshner graduated with a medical degree from the University of Toronto in 1988. He completed specialty training in urologic surgery and oncology from 1993 to 1996, received a Master’s in Public Health in epidemiology from Columbia University in 1997, and completed his oncology training at Memorial Sloan-Kettering Cancer Center. Dr. Fleshner is certified in both urology and epidemiology. We believe Dr. Fleshner is qualified to serve on our Board because of his extensive medical experience in the fields of oncology, urology and epidemiology and his experience with and knowledge of our business.
David C. Lubner has served as a member of the Board since May 2020. Mr. Lubner served as Executive Vice President and Chief Financial Officer of Ra Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company, acquired by UCB S.A. in April 2020, from January 2016 until June 2020. Prior to joining Ra Pharmaceuticals, Inc., Mr. Lubner served as Chief Financial Officer of Tetraphase Pharmaceuticals, Inc., a biotechnology company, from its inception in 2006 through 2016, and as Chief Financial Officer of PharMetrics Inc., a patient-based pharmacy and medical claims data informatics company, from 1999 until it was acquired by IMS Health in 2015. Prior to joining PharMetrics, Mr. Lubner served as Vice President and Chief Financial Officer of ProScript, Inc. from 1996 to 1999, where Velcade® (bortezomib), a therapy widely used for the treatment of the blood cancer, multiple myeloma, was discovered. Mr. Lubner serves on the boards of directors of Dyne Therapeutics, Inc. (NASDAQ: DYN) and Vor Biopharma, Inc. (NASDAQ: VOR) and Arcellx Inc (NASDAQ: ACLX) and was previously a member of the board of directors of (1) Nightstar Therapeutics plc (formerly NASDAQ: NITE) until it was acquired by Biogen Inc. in June 2019 and (2) Gemini Therapeutics, Inc. (formerly NASDAQ: GMTX), until it merged with Disc Medicine in December 2022. In addition, Mr. Lubner currently serves on the boards of several other private companies. Mr. Lubner is a Certified Public Accountant in the Commonwealth of Massachusetts. Mr. Lubner received his B.S. in business administration from Northeastern University and M.S. in taxation from Bentley University. We believe Mr. Lubner is qualified
to serve on POINT’s Board because of his extensive experience serving in senior level financial positions of numerous companies, his experience with biopharmaceutical companies, his executive leadership experience and his experience as a director of a public biotechnology company, including serving as chair of the audit committee.
Dr. Yael Margolin, Ph.D. has served as a member of the Board of POINT since June 2021. Dr. Margolin currently serves on the board of directors of BiodVax Pharmaceuticals Ltd. (NASDAQ: BVXV) and has since 2019. From 2005 to 2018 she served as Chief Executive Officer, President and a board member of Gamida Cell Ltd. (NASDAQ: GMDA), leading the company from preclinical development through successful phase 3 international registration studies. Since 2020, Dr. Margolin has been a member of the board of directors at Ramot at Tel Aviv University and TAU Ventures by Tel Aviv University and MakeSence. Since 2021, she has been a member of the board of directors of Neovac Therapeutics and QurisAI. Dr. Margolin established and is on the advisory board of Mentoring@8400, a boutique mentoring program for young CEOs. Dr. Margolin was formerly a Vice President at Denali Ventures LLS, a venture capital firm focused on healthcare. Dr. Margolin earned a B.S. in biology and a M.S. in microbiology from Tel Aviv University. She received her Ph.D. in the Department of Membrane Research at the Weitzmann Institute of Science and was a post-doctoral associate at Yale University School of Medicine. Additionally, she participated in the top executive course at the Tel Aviv School of Management. We believe Dr. Margolin is qualified to serve on POINT’s Board because of her extensive experience in the biopharmaceutical industry and her service on the board of several other respected institutions.
Continuing Directors
Jonathan Ross Goodman has served as a member of the Board since June 2021 and also has served as the Company’s Lead Director since December 2021. Previously, Mr. Goodman served as a director of POINT Biopharma Inc. from December 2020 until the closing of the Business Combination in June 2021. Mr Goodman was the co-founder, President and Chief Executive Officer of publicly traded Paladin Labs Inc. (“Paladin”) (TSE: PLB), which was acquired in 2014 by Endo International Inc. (NASDAQ: ENDP) for $3.2 billion. Upon Paladin’s acquisition, Mr. Goodman started a second publicly traded specialty pharmaceutical company, Knight Therapeutics Inc., where Mr. Goodman has served as Executive Chairman since February 2014. Mr. Goodman is a recipient of the Globe and Mail’s Top 40 Under 40 award, Federation CJA’s Sam Steinberg Award for entrepreneurial excellence and the Koach Award for leading campaigner, UIA Federations of Canada National Young Leadership Award of Distinction, the Special Recognition Award by Brain Injury Canada and the Bernard Gross Leadership Award by ORT Montreal. He was also appointed Honorary Chairman of the Ride to Conquer Cancer and was named Quebec Entrepreneur of the Year in the Life Sciences by the National Post and Ernst & Young LLP. Mr. Goodman earned a B.A. in economics and an LL.B/M.B.A. in law and business from McGill University. We believe Mr. Goodman is qualified to serve on POINT’s Board because of his extensive executive and industry experience and proven capabilities.
Dr. Rajesh K. Malik, M.D. has served as a member of the Board of POINT since June 2021. Dr. Malik is currently the Chief Medical Officer of G1 Therapeutics, Inc. (NASDAQ: GTHX), a position he has held since July 2014. As Chief Medical Officer, Dr. Malik is responsible for the clinical development, medical affairs, regulatory affairs, biometrics, translational medicine, and preclinical teams of G1 Therapeutics. He served on the board of directors of Meryx, Inc., a private biotech company, from May 2018 to December 2021. From 2007 to 2013, Dr. Malik served as Chief Medical Officer and on the board of directors at Agennix AG. From 2004 to 2007, he served as the Chief Medical Officer at Adherex Technologies. Dr. Malik also previously served in oncology clinical development positions at EMD Pharmaceutical from 2002 to 2004 and at Bristol-Myers-Squibb Company (NYSE: BMY) from 2000 to 2002. During his academic career, Dr. Malik was an assistant professor at the University of Virginia, where he conducted basic science and clinical research in addition to patient care and teaching. Dr. Malik received his M.B., Ch.B from the University of Sheffield Medical School in the United Kingdom. He completed his residency at Duke University Medical Center and fellowships at the Children’s Hospital of Philadelphia and Duke University Medical Center. We believe Dr. Malik is qualified to serve on POINT’s Board because of his extensive experience as a chief medical officer and his role in oncology clinical development positions.
Gerald Hogue has served as a member of the Board since June 2021. Previously, Mr. Hogue served as a director of POINT Biopharma Inc. from December 2020 until the closing of the Business Combination in June 2021. Mr. Hogue is the founder of VieCure, an oncology EMR software platform, and has served as its President and Chief Executive Officer since November 2015. Mr. Hogue has spent many years working in the field of enabling technologies for cancer care. In 1993, Mr. Hogue founded OpTx Corporation, which created the world’s first oncology-specific electronic medical record and decision support system. Mr. Hogue earned a diploma in computer science and business from Red River Community College. We believe Mr. Hogue is qualified to serve on POINT’s Board because of his extensive executive and industry experience.
Dr. Joe McCann, Ph.D. has served as our Chief Executive Officer and a member of our Board since June 2021. Dr. McCann has served as Chief Executive Officer of POINT Biopharma Inc. since January 2020 and as a director of POINT Biopharma Inc. since September 2019. From May 2010 until December 2019, Dr. McCann held various roles of increasing responsibility at the Centre for Probe Development and Commercialization ("CPDC"), most recently as Chief Executive Officer and President, where he led the formation and growth of the company’s contract development and manufacturing operations and the build out of radiopharmaceutical manufacturing facilities. Prior to joining CPDC, Dr. McCann was a scientist in Pharmaceutical Development at GlaxoSmithKline (NYSE: GSK) from July 2006 until May 2010, with responsibility for developing products across all stages of clinical development. Dr. McCann has a Ph.D. in biochemistry from McMaster University. We believe Dr. McCann is qualified to serve on our Board because of his extensive executive experience in the pharmaceutical and radiopharmaceutical industries and his experience with and knowledge of our business.
Allan C. Silber has served as our Executive Chairman and a member of our Board since June 2021. Mr. Silber has served as the Executive Chairman of POINT Biopharma Inc. since January 2020 and as a director of POINT Biopharma Inc. since September 2019. Mr. Silber has served as Chairman of Verity Pharmaceuticals, a specialty pharmaceutical company, since January 2018, and previously served as Chairman of Heritage Global Inc., (NASDAQ: HGBL) a global financial services and asset trading company providing corporate and financial asset monetization, advisory, and valuation services from March 2005 to January 2021. Mr. Silber served as Chairman and Chief Executive Officer of Counsel Corporation from 1982 to June 2015 and served as Chairman of Street Capital Group Inc. (formerly Counsel Corporation) from 1979 until December 2018. Mr. Silber earned a B.S. from the University of Toronto. We believe Mr. Silber is qualified to serve on our Board because of his extensive executive experience and his knowledge of our business.
Diversity Matrix
The following table summarizes certain self-identified characteristics of our directors, in accordance with Rules 5605(f) and 5606 of The Nasdaq Stock Market LLC (“Nasdaq”). Each term used in the table has the meaning given to it in the rule and related instructions.
POINT Board Diversity Matrix as of April 13, 2023
| | | | | | | | | | | | | | |
| Board Size: | |
| Total Number of Directors | 8 |
| Gender Identity: | Female | Male | Non-Binary | Did Not Disclose Gender |
| Directors | 1 | 7 | — | — |
| Demographic Background | | | | |
| African American or Black | — | — | — | — |
| Alaskan Native or Native American | — | — | — | — |
| Asian | — | 1 | — | — |
| Hispanic or Latinx | — | — | — | — |
| Native Hawaiian or Pacific Islander | — | — | — | — |
| White | 1 | 6 | — | — |
| Two or More Races or Ethnicities | — | — | — | — |
| LGBTQ+ | — | — | — | — |
| Did Not Disclose Demographic Background | — | — | — | — |
Director Independence
The rules of Nasdaq require that a majority of our Board be independent. Our Board undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether, consistent with the independence standards of Nasdaq and our Corporate Governance Guidelines, any director has a relationship with us which, in the opinion of our Board, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. Based on the information requested from and provided by each director concerning such person's background, employment and affiliations, including family relationships, our Board has determined that each individual who serves on our Board, other than Dr. Neil Fleshner, M.D., Dr. Joe McCann, Ph.D. and Allan C. Silber, qualifies as an independent director. Our Corporate Governance Guidelines are available on our website at https://www.pointbiopharma.com/investors under the heading "Stock, Financials and Governance."
Board Leadership Structure
The Board does not have a formal policy with respect to the combination or separation of the offices of the Chairman of the Board and Chief Executive Officer. Our Corporate Governance Guidelines provide that the Board shall fill the positions of Chairman and Chief Executive Officer based upon its view of what is in the best interests of the Company. The Board believes that, at the Company’s current stage, separate roles of Chairman of the Board and Chief Executive Officer, in addition to a Lead Director role filled by an independent director, is in the best interests of the Company and its stockholders. Allan C. Silber currently serves as Executive Chairman of the Board due to Mr. Silber’s unique industry experience and historical involvement in the strategic operations of the Company. Mr. Silber is also POINT’s largest non-institutional stockholder. The Board has concluded that this puts Mr. Silber in a unique position to serve as Executive Chairman of the Board to effectively represent our stockholders’ interest.
However, to reinforce the Company’s commitment to strong corporate governance practices and independent Board oversight, the Board determined that it would be beneficial to appoint a Lead Director to facilitate communications among management, the independent directors, and the Executive Chairman of the Board. The Board appointed Jonathan Ross Goodman to serve as our Lead Director. In this role, Mr. Goodman is responsible for actively participating in setting agendas for Board meetings, presiding over executive sessions of the Board, and performing such other duties as specified by the Board. The Board believes that this governance structure ensures qualified and independent directors will continue to effectively oversee the Company’s management and key issues related to long-term business plans, long-range strategic issues, risks, and
integrity. The Board believes that the role of the Lead Director provides strong Board leadership and appropriate independent oversight and promotes an effective relationship between management and the Board.
Board Meetings and Attendance
During 2022, the Board held 11 meetings. Each of the directors attended at least 75% of the meetings of the Board and the Board committees on which he or she served during the fiscal year ended December 31, 2022 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee). In addition to the meetings of the committees of the Board described above, in connection with Board’s meetings, the non-employee directors met five times in executive session during the fiscal year ended December 31, 2022. We do not have a formal policy regarding director attendance at stockholder meetings, although the Company encourages its directors to attend the annual meeting of stockholders. Each continuing member of the Board attended the 2022 Annual Meeting of Stockholders.
Committees of the Board of Directors
Our Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which has the composition described below. Directors will serve on each committee until their resignation or as otherwise determined by our Board. A copy of each committee’s charter is posted on the investor relations section of our website at www.pointbiopharma.com. The information contained on or that can be accessed through our website is not incorporated by reference into this proxy statement, and you should not consider such information to be part of this proxy statement.
Audit Committee
The members of our Audit Committee consist of David C. Lubner (Chair), Jonathan Ross Goodman and Gerald Hogue. Under Nasdaq rules and applicable SEC rules, we are required to have at least three members of the Audit Committee. The rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the Audit Committee of a listed company be composed solely of independent directors, and each member of our Audit Committee qualifies as an independent director under applicable rules. Each of Mr. Lubner, Mr. Goodman and Mr. Hogue is financially literate and Mr. Lubner qualifies as an “audit committee financial expert” as defined in applicable SEC rules. During the fiscal year ended December 31, 2022, the Audit Committee met six times.
The primary purpose of the Audit Committee is to assist the Board in fulfilling its oversight of the Company’s accounting and financial reporting processes, audits of the Company’s financial statements and internal control over financial reporting, and the Company’s financial plans and strategies. The Audit Committee’s responsibilities include:
•selecting, appointing, retaining, compensating, overseeing and terminating, when appropriate, the independent auditor;
•pre-approving all audit and permitted non-audit services provided by the independent auditor, and approving all fees and terms for such services;
•discussing with the independent auditor the overall scope and plans for their audit;
•regularly reviewing with the independent auditor any audit problems or difficulties encountered during the course of the audit work brought to the Audit Committee’s attention by the independent auditor and management’s response;
•reviewing and discussing with management and the independent auditor our annual and quarterly financial statements and related disclosures as well as the results of the quarterly review and annual audit and any matters required to be communicated to the Audit Committee by the independent auditor under SEC regulations and the standards of the Public Company Accounting Oversight Board (the “PCAOB”);
•reviewing and discussing with the independent auditor any critical audit matters that are identified by the independent auditor;
•reviewing and approving all related person transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404 and discussing such transactions with management;
•reviewing and discussing with management any pro forma financial information or “non-GAAP financial measures,” as defined by SEC regulations, that are to be included in the Company’s public disclosures;
•discussing with management, the internal auditors and the independent auditor, management’s process for assessing the effectiveness of internal control over financial reporting;
•considering in consultation with the Vice President of Internal Audit, the scope, role and independence of the internal audit function and reviewing, evaluating and approving the scope and nature of the internal audit plan;
•establishing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;
•recommending based upon the Audit Committee’s review and discussions with management and our independent auditors whether our audited financial statements shall be included in our Annual Report on Form 10-K;
•reviewing and discussing with management the Company’s policies and practices with respect to enterprise risk assessment and risk management;
•obtaining and reviewing regular reports on data management, security initiatives and significant cybersecurity risks and any disclosure obligations arising from such risks;
•reviewing the Company’s compliance and ethics programs and management’s periodic evaluation of the effectiveness of such programs;
•reviewing the Company’s data security compliance programs, management’s periodic evaluation of the effectiveness of such programs and the Company’s programs and plans that management has established to monitor compliance and test preparedness;
•reviewing with senior management the Company’s overall insurance program; and
•conducting a review of the annual operating plan and capital budget, and the five-year strategic plan, and proposing modifications to management, as necessary, prior to presentation to the full Board.
Compensation Committee
The members of our Compensation Committee consist of Jonathan Ross Goodman (Chair), Gerald Hogue and Dr. Yael Margolin, all of whom have been determined to be independent. During the fiscal year ended December 31, 2022, the Compensation Committee met three times.
The primary purposes of the Compensation Committee are to assist the Board in the exercise of its responsibilities, and to carry out the responsibilities delegated by the Board, relating to the compensation of the Company’s directors and executive officers; oversee the Company’s overall compensation structure, policies and programs; and review the Company’s processes and procedures in consideration and determination of director and executive officer compensation. The Compensation Committee’s responsibilities include:
•reviewing and, where appropriate, making recommendations to the Board with regard to the Company’s processes and procedures for considering and determining director and officer compensation, and reviewing and discussing with management the description, if any, of such processes and procedures to be included in the Company’s proxy statement;
•reviewing and discussing with management the Compensation Discussion and Analysis, if any, to be included in the Company’s proxy statement or Annual Report on Form 10-K and, based on such review, recommending to the Board that such Compensation Discussion and Analysis, if and when required, be included in the Company’s proxy statement or Annual Report on Form 10-K;
•reviewing and approving grants and awards under incentive-based compensation plans and equity-based plans, in each case, consistent with the terms of such plans;
•evaluating at least annually the Chief Executive Officer’s performance in light of the goals and objectives that were set for the Chief Executive Officer and approving the Chief Executive Officer’s compensation based on that evaluation;
•determining the compensation of all officers of the Company other than the Chief Executive Officer;
•reviewing and making recommendations to the Board regarding the compensation of the non-employee directors of the Company;
•providing oversight of management’s decisions regarding the compensation of all members of senior management of the Company, other than the Chief Executive Officer and other officers; and
•in the Compensation Committee’s sole discretion, retaining or obtaining the advice of compensation consultants, legal counsel and/or other advisors, including having sole and direct responsibility for the appointment, compensation and oversight of such consultant and considering all factors relevant to such consultant’s independence from management.
The Compensation Committee has the authority to establish and delegate any or all of its responsibilities to one or more subcommittees consisting of one or more of its members.
Nominating and Corporate Governance Committee
The members of the Nominating and Corporate Governance Committee are Gerald Hogue (Chair), and Dr. Rajesh K. Malik, both of whom have been determined to be independent. During the fiscal year ended December 31, 2022, the Nominating and Corporate Governance Committee met two times.
The primary purposes of the Nominating and Corporate Governance Committee are to identify individuals qualified to become Board members, recommend that the Board select the nominees for election as directors at each annual meeting of stockholders, develop and recommend to the Board corporate governance guidelines applicable to the Company, periodically review those guidelines and recommend any changes thereto, oversee an annual evaluation of the Board, its committees and management, oversee new director orientation and director education, assess director protection and oversee the Company's strategy and policies with respect to environmental, social and governance ("ESG") matters. The Nominating and Corporate Governance Committee’s responsibilities include:
•recommending to the Board for its approval criteria for Board and committee membership, including proposed changes thereto based on periodic assessments of such criteria;
•periodically reviewing and revising the Board’s policy with regard to procedures for stockholders to submit recommendations for directors candidates to the Nominating and Corporate Governance Committee;
•periodically reviewing and revising the Board’s process for identifying and evaluating nominees for election the Board, including nominees recommended by stockholders;
•recommending to the Board individuals as nominees for election as directors at each annual meeting of stockholders;
•assessing the presence or absence of material relationships affecting the independence of a director or nominee for director and making recommendations regarding director independence to the Board;
•recommending to the Board individual directors to serve as members and the chair of each Board committee;
•reviewing all stockholder nominations and proposals submitted to the Company under the Exchange Act, the Company’s governing documents (including the Certificate and the Company’s Amended and Restated By-laws), or otherwise, and any proposal relating to the procedures for making nominations or electing directors, determining whether nominations or proposals were submitted in a timely manner and, in the case of a director nomination, whether the nomination and the nominee satisfy all applicable eligibility requirements, and recommending action to the Board on each such nomination or proposal;
•reviewing and reassessing on a periodic basis the adequacy of the Company’s Corporate Governance Guidelines and Code of Business Conduct and Ethics and recommending any changes thereto to the Board for approval;
•overseeing the evaluation of the Board and its committees and the Company’s management;
•exercising sole authority to retain and terminate a search firm to assist in identifying director candidates;
•reviewing and discussing with the Board corporate succession plans for the Chief Executive Officer and other key officers of the Company;
•overseeing director orientation and continuing education materials and sessions for directors;
•assessing the Company’s directors and officers insurance policy and the Company’s policies and practices with respect to indemnification of directors by the Company; and
•overseeing the Company's ESG strategy, initiatives and policies, including receiving periodic reports from management regarding the Company's ESG efforts.
Director Nominations
The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board and recommending candidates for the Board’s selection as director nominees for election by the Company’s stockholders. The Nominating and Corporate Governance Committee may solicit recommendations for potential director candidates from non-management directors, the Chief Executive Officer and other executive officers and any other sources as it deems appropriate, and may engage third-party search firms to assist in identifying potential director candidates. The Nominating and Corporate Governance Committee will also consider potential director candidates recommended for nomination by eligible stockholders of the Company in accordance with our Policy for Director Candidates, as described in further detail below.
In its evaluation of potential director candidates, including members of the Board eligible for re-election, the Nominating and Corporate Governance Committee will consider the skills, experience and other characteristics of such potential director candidates in light of the current size and composition of the Board and the respective needs of the Board and its committees; the potential director candidates’ character, integrity, judgment, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business and industry and other commitments; whether the potential director candidates have demonstrated notable or significant achievements in business,
education or public service and possess the requisite intelligence, education, experience and dedication to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; whether the potential director candidates would assist in achieving a mix of Board members that represents a diversity of background and experience, inclusive of gender, race, ethnicity, age, gender identity, gender expression and sexual orientation; among other criteria set forth in the Company’s Policy for Director Candidates.
Pursuant to the Company’s Policy for Director Candidates, director nominees must possess the following minimum qualifications:
•high standards of personal and professional ethics and integrity;
•proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;
•skills that are complementary to those of the existing Board members;
•the ability to assist and support management and make significant contributions to the Company’s success; and
•an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.
After the Nominating and Corporate Governance Committee makes its recommendations to the Board, the Board will have final authority for determining the selection of those director candidates to be included in the Company’s recommended slate of director nominees for the next annual meeting of stockholders and the Company’s proxy statement.
Stockholder nominations of persons for election to the Board must meet the notice, information and consent requirements set forth in the Company’s Amended and Restated By-laws. Under these requirements, nominations of persons for election to the Board may be made at an annual meeting of stockholders by any stockholder entitled to vote at such meeting who provides timely written notice to the Secretary of the Company. This notice must contain specified information concerning the nominee and concerning the stockholder proposing the nomination. In order to be timely, a stockholder’s notice must be delivered to or mailed and received by the Secretary of the Company at the principal executive offices of the Company within the time period specified in the Amended and Restated By-laws. See "Can I nominate an individual to serve as a director?" above for more information.
Stockholder Recommendations for Directorships
Eligible stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the information identified below with respect to the potential director candidate to the Secretary of the Company at the address set forth below under “Stockholder Communications” in accordance with the provisions set forth in our Policy for Director Candidates. To be eligible to recommend potential director candidates, stockholders must have held no less than three percent of the issued and outstanding shares of the Company’s Common Stock continuously for at least 24 months prior to the date of the submission of the recommendation. All such recommendations from eligible stockholders will be forwarded to the Nominating and Corporate Governance Committee, which will review and only consider such recommendations if appropriate biographical and other information is provided, including, but not limited to, the items listed below, on a timely basis:
•the name and address of record of the stockholder;
•a representation that the stockholder is a record holder of the Company’s securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act;
•the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;
•a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership approved by the Board from time to time and set forth in the Nominating and Corporate Governance Committee’s charter, including the Policy for Director Candidates;
•a description of all arrangements or understandings between the stockholder and the proposed director candidate;
•the consent of the proposed director candidate to (i) be named in the proxy statement relating to the Company’s annual meeting of stockholders and (ii) serve as a director if elected at such annual meeting; and
•any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.
All stockholder recommendations for director candidates must be received by the Company not less than 120 calendar days prior to the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders, which for the 2024 Annual Meeting of Stockholders will be December 29, 2023. Assuming that appropriate information is provided for candidates recommended by stockholders, the Nominating and Corporate Governance Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by members of the Board or other persons, as described above and as set forth in its written charter.
Role of Our Board of Directors in Risk Oversight
One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements. The Compensation Committee assesses and monitors whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.
Anti-Hedging Policy
Under the terms of our insider trading policy, we prohibit each director, officer and employee of the Company, and each of their family members and controlled entities, from engaging in certain forms of hedging or monetization transactions. Such transactions include those such as prepaid variable forwards, equity swaps, collars and exchange funds, that would allow them to continue to own securities of the Company obtained through employee benefit plans or otherwise without the full risks and rewards of ownership.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Code of Business Conduct and Ethics is available on the investor relations section of our website at www.pointbiopharma.com. The information contained on or that can be accessed through our website is not incorporated by reference into this proxy statement, and you should not consider such information to be part of this proxy statement.
We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of certain provisions as they relate to our directors and executive officers, at the same location on our website or in public filings.
EXECUTIVE OFFICERS OF THE COMPANY
Our executive officers are elected annually by, and serve at the discretion of, our Board. The following table and subsequent descriptions set forth certain information concerning our current executive officers.
| | | | | | | | |
Name | Age | Position |
Dr. Joe McCann, Ph.D. | 46 | Chief Executive Officer and Class III Director |
Allan C. Silber | 74 | Executive Chairman and Class III Director |
Bill Demers, FCPA, FCA | 65 | Chief Financial Officer |
Dr. Neil Fleshner, M.D. | 59 | Chief Medical Officer and Class II Director |
Justyna Kelly, M.Sc. | 38 | Chief Operating Officer |
Jessica Jensen | 43 | Executive Vice President Clinical Development |
Dr. Joe McCann, Ph.D. serves as POINT’s Chief Executive Officer. Information on Dr. McCann is included above under "Directors of the Company".
Allan C. Silber serves as POINT’s Executive Chairman. Information on Mr. Silber is included above under “Directors of the Company.”
Bill Demers, FCPA, FCA has served as our Chief Financial Officer since June 2021. Mr. Demers has served as Chief Financial Officer of POINT Biopharma Inc. since August 2020. Prior to that role, Mr. Demers was the Senior Assurance Partner and Canadian National IPO Leader at Ernst & Young LLP from October 2014 until June 2018. Mr. Demers has over 38 years of professional experience involving a wide range of high-growth companies in the pharmaceutical, manufacturing, and technology sectors, including private and publicly-traded Canadian and U.S. Nasdaq-listed companies. Mr. Demers also previously served as the Chief Financial Officer of both AgMedica Bioscience Inc. (“AgMedica”) and Contract Pharmaceuticals Ltd. from September 2018 until August 2020 and July 2019, respectively. In 2019, while Mr. Demers was serving as Chief Financial Officer of AgMedica, it filed a petition under the Companies’ Creditors Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice, seeking an arrangement with certain of its creditors. On September 11, 2020, AgMedica implemented a Plan of Arrangement and successfully completed its emergence from creditor protection under the CCAA. Mr. Demers earned an Honours Bachelor of Business Administration in business and economics from Wilfrid Laurier University.
Dr. Neil Fleshner M.D. serves as Chief Medical Officer of POINT. Information on Dr. Fleshner is included above under “Directors of the Company.”
Justyna Kelly, M.Sc. has served as our Chief Operating Officer since December 2021. Ms. Kelly previously served as our Vice President, Medical Isotope Development and Operations from June 2021 to December 2021. Ms. Kelly was responsible for all medical isotope development and operations related to clinical and commercial programs at the Company and, prior to that time, was the Vice President, Medical Isotope Development and Operations of POINT Biopharma Inc. Ms. Kelly has 11 years of radiopharmaceutical experience from the CPDC, where she led microbiology and sterility assurance programs, supported the build-out of clinical-stage good manufacturing practice ("GMP") manufacturing facilities, and managed several internal and client radiopharmaceutical development programs. Ms. Kelly has expertise in working with a variety of medical isotopes, including sourcing, supply chain, development and manufacturing, and application to radiopharmaceutical manufacturing. Ms. Kelly earned a B.S. and M.S. in biochemistry from McMaster University.
Jessica Jensen has served as our Executive Vice President Clinical Development since June 2021. Previously, Ms. Jensen served as Executive Vice President Clinical Development of POINT Biopharma Inc. from August 2020 until the closing of the Business Combination in June 2021. Ms. Jensen has nearly 20 years of experience developing early- and late-stage oncology diagnostic and therapeutic drug products. Ms. Jensen also served as a consultant for Evergreen Theragnostics from 2020 until April 2022. Prior to joining POINT Biopharma Inc., Ms. Jensen served as Senior Vice President of Clinical Development at Progenics Pharmaceuticals from September 2014 until August 2020, advancing their PSMA-targeted diagnostic and radiotherapeutic portfolio in prostate cancer, which led to the approval of PYLARIFY®, and their MIBG-
targeted radiotherapeutic neuroendocrine program, which led to the approval of AZEDRA®. Previously, Ms. Jensen advanced global immunotherapy programs at the Ludwig Institute for Cancer Research, an orphan drug program at Gentium SpA, now Jazz Pharmaceuticals (NASDAQ: JAZZ), and supported the development of a contract research organization business unit at U.S. Oncology. Ms. Jensen has an expertise in study design and execution, has directly led regulatory agency communications and the Food and Drug Administration ("FDA") inspections, and the clinical submission of several investigational new drugs and new drug applications. Ms. Jensen started her career in the pharmaceutical industry as a Statistical Programmer and Biostatistician with U.S. Oncology from 2006 to 2009 after receiving a Master of Public Health in epidemiology & biostatistics at George Washington University. Ms. Jensen earned a B.S. in interdisciplinary health services from Saint Joseph’s University.
Family Relationships
There are no family relationships among any of our directors, director nominees or executive officers.
COMPENSATION DISCUSSION AND ANALYSIS
We have the option and have elected to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Exchange Act, which require compensation disclosure for our Chief Executive Officer and the two most highly compensated executive officers other than our Chief Executive Officer, whom we refer to herein as our “named executive officers”. Our named executive officers for the fiscal year ended December 31, 2022 (“fiscal year 2022”) were as follows:
•Dr. Joe McCann, Ph.D., Chief Executive Officer;
•Allan C. Silber, Executive Chairman; and
•Jessica Jensen, Executive Vice President Clinical Development.
Executive Compensation Overview
Compensation Philosophy
Our executive compensation program for fiscal year 2022 was designed to reinforce a strong link between pay and performance in order to: (i) attract leading talent; (ii) retain and motivate top performers; (iii) promote a culture with an emphasis on variable compensation, specifically annual incentives; and (iv) position our compensation at the median of a target comparator group for good performance and above median for superior performance, with exceptions based on individual contribution and relevant scientific expertise as well as the importance of each individual’s role at various points in time.
Role of the Compensation Committee
The Compensation Committee has the responsibility for reviewing and approving the compensation payable to our executive officers, including the named executive officers. To achieve the objectives identified above for our executive compensation program, the Compensation Committee has designed a package that combines competitive base pay, with incentive cash compensation conditioned on the achievement of predetermined annual performance goals and long-term equity awards, and that is reflective of compensation given to executives of companies of similar size in our industry. The Compensation Committee believes this package encourages employee retention and the creation of stockholder value.
The Compensation Committee believes that an appropriate level of input from our Chief Executive Officer provides a necessary and valuable perspective in helping the Compensation Committee formulate its own independent views on compensation. The Compensation Committee takes measures to ensure its independence with respect to our Chief Executive Officer’s compensation, excusing him from portions of meetings to freely discuss his and the other named executive officers’ performance and compensation. The Compensation Committee made all final determinations on the compensation levels for all named executive officers in 2022.
Market Positioning
Management engaged Aon Consulting, Inc. ("Aon") to provide a compensation review and benchmarking data for our senior leadership team. During this review, the following considerations were included: company growth, business strategy, and peer group to be used for benchmarking. There are no relationships between Aon and any of our officers or directors.
The use of comparative market data is just one of the factors used in setting compensation for our named executive officers. Compensation could be higher or lower than suggested by the comparator data as result of personal performance, skills, specific role or experience in this business. During fiscal year 2022, Aon was paid $75,625 for its compensation review and benchmarking services.
We believe we have assembled an accomplished management team with proven track records in the pharmaceutical industry to lead the Company. Our key management personnel have an average of over 25 years of experience, each in our target industries including radiopharmaceutical, clinical development, oncology and manufacturing.
Compensation Elements
The compensation for our named executive officers for fiscal year 2022 primarily consisted of the following:
| | | | | | | | |
| Compensation Element | | Purpose |
| Base Salary | | To provide stable and competitive income. |
| Annual Incentives | | To motivate and reward short-term behaviors, actions and results that drive long-term value creation. |
| Long-Term Incentives | | To encourage executives to maximize long-term stockholder value (provided in the form of options and/or performance share units) |
To accomplish both its short-term and long-term objectives, the compensation program emphasized pay-for-performance, with two variable components. These variable components included annual and long-term incentives which were used to align each component of incentive compensation with our short and long-term business objectives.
Summary Compensation Table
The following table presents information regarding the total compensation awarded to, earned by and paid to our named executive officers for services rendered to us in all capacities in fiscal year 2021 and 2022.
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| Name and Principal Position | | Year | | Salary ($)(1)(2) | | Bonus ($)(1)(3) | | Stock Awards ($)(4) | | Option Awards ($)(5) | | Non-Equity Incentive Plan Compensation ($)(1)(6) | | All Other Compensation ($)(1)(7) | Total ($)(1) |
| Dr. Joe McCann, Ph.D., | | 2022 | | 479,917 | | | — | | | — | | | 1,776,110 | | | 567,022 | | | 16,723 | | 2,839,772 | |
| Chief Executive Officer | | 2021 | | 391,528 | | | — | | | — | | | — | | | 347,189 | | | 1,590 | | 740,307 | |
| Jessica Jensen, |
| 2022 |
| 393,654 | |
| — | | | — | | | 1,055,269 | |
| 397,764 | |
| 24,753 | | 1,871,440 | |
| Executive Vice President Clinical Development | | 2021 | | 350,400 | | | — | | | — | | | 2,166,491 | | | 185,390 | | | 5,800 | | 2,708,081 | |
| Allan C. Silber, | | 2022 | | 434,141 | | | 18,089 | | | — | | | 1,546,678 | | | 540,505 | | | 32,066 | | 2,571,479 | |
| Executive Chairman | | 2021 | | 367,304 | | | — | | | — | | | — | | | 308,911 | | | 1,590 | | 677,805 | |
(1) Except for Ms. Jensen, compensation amounts were paid in Canadian dollars and have been converted to U.S. dollars for purposes of the table using an exchange rate of 1.00 U.S. dollar to approximately 1.35 Canadian dollars for 2022 and 1.00 U.S. dollar to approximately 1.26 Canadian dollars for 2021, which was the Bank of Canada foreign exchange rate on December 31, 2022 and December 31, 2021, respectively.
(2) Dr. McCann earned a base salary of $650,000 (Canadian dollars) from January 1, 2022 to December 31, 2022. Ms. Jensen earned a base salary of $390,000, from January 1, 2022 and was increased to $485,000 for December 19, 2022 through December 31, 2022. Mr. Silber earned a base salary of $588,000 (Canadian dollars) from January 1, 2022 to December 31, 2022.
(3) Mr. Silber is not eligible to participate in the Company’s Canadian RRSP which was established in 2022. Since Mr. Silber could not get the benefit of a Company contribution to a RRSP, the Company elected to pay Mr. Silber a cash bonus of $24,500 (Canadian dollars).
(4) In connection with the strategic collaboration and exclusive license agreements with Lantheus Holdings Inc. (NASDAQ: LNTH) for the commercialization of 177Lu-PNT2002 and 177Lu-PNT2003 (the "Lantheus License Agreements"), Dr. McCann, and Mr. Silber were granted 23,124 and 33,469 performance share units ("PSUs"), respectively. The amount reflected in the “Stock Awards” column of the above table, $0, represents our estimate of the probable outcome of the performance conditions at the time of issuance. The grant date fair value of this award computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718") assuming no forfeitures was $6.61 per unit, or $152,850 and $221,230 for Dr. McCann and Mr. Silber, respectively, based on the closing share price of the Company's common stock on the date of grant. 100% of the PSUs vest upon the regulatory approval of 177Lu-PNT2002 by the FDA. The terms of the PSUs are described further under "— Long-Term Incentive Compensation" below.
(5) The amounts reported represent the aggregate grant date fair value of options granted in fiscal 2021 and 2022, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 13 to the Company's audited consolidated financial statements for the fiscal year ended December 31, 2022 (the "2022 Financial Statements") included in the Company's Annual Report on Form 10-K for a discussion of the assumptions underlying the stock option valuation. On July 6, 2021, Ms. Jensen was granted an option to purchase 461,250 shares of Common Stock. This grant included an option to purchase 81,250 shares of our Common Stock based upon the achievement of performance goals and an option to purchase 380,000 shares of Common Stock as a clinical retention incentive. On March 29, 2022, Dr. McCann was granted options to purchase 381,795 shares of our Common Stock, Mr. Silber was granted options to purchase 332,476 shares of our Common Stock and Ms. Jensen was granted options to purchase 213,301 shares of our Common Stock. In addition, based on Ms. Jensen’s performance in 2021 and to further incentivize her continued performance on behalf of the Company, on April 1, 2022, Ms. Jensen was granted additional options to purchase 13,766 shares of our Common Stock. The options vest in equal annual installments over a four-year period beginning on the first anniversary of the grant date. See “— Long-Term Incentive Compensation” below.
(6) The amounts reported reflect the annual performance-based cash bonus amounts awarded to our named executive officers for their service in fiscal year 2022 and 2021. See “— Narrative Disclosure to the Summary Compensation Table - 2022 Annual Performance-Based Cash Bonuses” below. In addition, following and in connection with the December 2022 closing of the Lantheus License Agreements, Dr. McCann, Ms. Jensen and Mr. Silber were paid a bonus of $203,125 (Canadian dollars), $125,000 and $294,000 (Canadian dollars), respectively.
(7) All Other Compensation for 2022 consists of the following:
| | | | | | | | | | | | | | | | | | | | |
| | Dr. McCann | | Ms. Jensen | | Mr. Silber |
Vacation Pay (a) | | $ | 3,333 | | | $ | 18,653 | | | $ | 32,066 | |
| 401(k) Company Contribution | | $ | — | | | $ | 6,100 | | | $ | — | |
Canadian RRSP Company Contribution (b) | | $ | 13,390 | | | $ | — | | | $ | — | |
| Total All Other Compensation | | $ | 16,723 | | | $ | 24,753 | | | $ | 32,066 | |
(a) This represents unused vacation pay that employees are permitted to elect to receive in cash under the Company’s policy. During 2022, the Company paid additional unused vacation pay on a one-time basis. The vacation pay for Mr. McCann and Mr. Silber of $4,514 (Canadian dollars) and $43,430 (Canadian dollars), respectively, related to vacation days earned in 2021, but payment was not approved until 2022. The vacation pay for Ms. Jensen related to vacation days earned in 2022.
(b) The Company established a Canadian RRSP plan in 2022. Once the plan was established, the Company made a retroactive contribution to Dr. McCann’s account for 2021. Of this amount, $12,600 (Canadian dollars) was the retroactive contribution for 2021 and $5,535 (Canadian dollars) was the contribution for 2022.
All Other Compensation for 2021 consists of a signing bonus for Dr. McCann and Mr. Silber in consideration for an amendment to their respective 2021 employment agreements and 401(k) matching contributions made by us for Ms. Jensen.
Narrative Disclosure to the Summary Compensation Table
2022 Base Salaries
The base salary component of compensation for the named executive officers in fiscal year 2022 reflected the level of responsibility within POINT and compared to similar positions in comparable companies in the biotechnology/pharmaceutical industry. The employment agreement with each named executive officer, described below, establishes a base salary. For the year ended December 31, 2022, the base salaries for Dr. McCann and Mr. Silber were $650,000 (Canadian dollars) and $588,000 (Canadian dollars), respectively. During the year ended December 31, 2022, Ms. Jensen's base salary was $390,000 from January 1, 2022 through December 18, 2022, and was increased to $485,000 on December 19, 2022.
2022 Annual Performance-Based Cash Bonuses
Our annual performance-based cash bonuses for the named executive officer’s fiscal year 2022 compensation were intended to motivate and reward senior management for strong corporate and individual performance.
Recommendations are presented to the Board by the Chief Executive Officer, and bonuses are paid within the second quarter following the fiscal year end. The annual bonus plan provides for formula-based incentive payments based upon the achievement of certain corporate and individual performance goals and objectives, plus an accelerator/decelerator based on aggregate individual performance goal achievement, each as approved by our Compensation Committee. We establish bonus targets for our named executive officers and conduct an annual performance review process to serve as the basis for determining eligibility for any such bonuses. Corporate objectives considered for these purposes were based on both short- and long-term objectives that include financing/capital raise, acceleration of timelines of late-stage programs, advancing novel programs into clinical trials, increasing stakeholder conviction on the future of radiopharmaceuticals, strengthening our culture of excellence. Individual performance measures included personal and overall contributions to the business including hiring key staff, completion of preclinical studies and ensuring GMP compliance. Under the annual bonus plan for fiscal year 2022, target eligibility was 50% of base pay for Dr. McCann and Mr. Silber and 40% for Ms. Jensen.
The Compensation Committee awarded Dr. McCann, Mr. Silber, and Ms. Jensen a performance rating of 174%, 149%, 141%, respectively. In evaluating management’s performance relative to corporate performance for 2022, our Compensation Committee determined a corporate achievement level of 115%. In addition, following and in connection with the December 2022 closing of the Lantheus License Agreements, Dr. McCann, Ms. Jensen and Mr. Silber were paid a bonus of $203,125 (Canadian dollars), $125,000 and $294,000 (Canadian dollars), respectively. The amounts earned under our annual performance-based cash bonus program with respect to the fiscal year ended December 31, 2022 and the amounts earned upon the closing of the Lantheus License Agreements are reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above.
In connection with the Lantheus License Agreements, the Compensation Committee awarded Ms. Jensen (in lieu of the PSUs received by other named executive officers) the right to receive cash a bonus equal to $125,000 upon acceptance by the FDA of a New Drug Application for 177Lu-PNT2002.
Long-Term Incentive Compensation
Under the long-term incentive compensation component of the 2022 fiscal year compensation for our named executive officers, we aimed to motivate our executives through aligning their long-term interests with our success through making stock option awards which reward increasing the value of POINT. Effective as of June 30, 2021, the 2020 EIP (as defined below) was replaced by the 2021 EIP (as defined below). The 2021 EIP provides for the granting of incentive and non-qualified stock options, stock appreciation rights, restricted stock units, performance awards and other share-based awards to our employees, directors and consultants. No further grants will be made under the 2020 EIP.
During the fiscal year 2022, Dr, McCann and Mr. Silber were eligible to receive equity grants targeted at 300% of their base pay. Ms. Jensen was eligible to receive equity grants targeted at 75% of her base pay. The vesting schedule for any option granted was determined by our Board, provided that the option would vest over a certain period of time or upon the occurrence of certain goals. Unless otherwise determined by the POINT Board or in the case of death, disability, or ceasing to be an Eligible Person (as defined in the 2021 EIP), all options outstanding under the 2021 EIP shall expire on the date so fixed by the POINT Board, at the time the particular option is granted, provided that such date will be no later than the tenth anniversary of the date the option was awarded pursuant to the 2021 EIP, as applicable. Stock options granted in fiscal year 2022 to the named executive officers generally vest in equal annual installments over a four-year period beginning on the first anniversary of the grant date, and expire six years from the date of the grant. All stock options granted under the 2021 EIP automatically become fully vested and exercisable as of the effective time of a Sale Event (as defined in the 2021 EIP).
During the fiscal year 2022, Dr. McCann was granted options to purchase 381,795 shares of our Common Stock, Mr. Silber was granted options to purchase 332,476 shares of our Common Stock and Ms. Jensen was granted options to purchase 213,301 shares of our Common Stock, each with an exercise price of $8.13 per share, which was the closing price of our Common Stock on March 29, 2022. In addition, also during the fiscal year 2022, based on Ms. Jensen’s performance in 2021 and to further incentivize her continued performance on behalf of the Company, Ms. Jensen was granted additional options to purchase 13,766 shares of our Common Stock with an exercise price of $7.91 per share, which was the closing price of our Common Stock on April 1, 2022. The options vest in equal annual installments over a four-year period beginning on the first anniversary of the grant date. These awards are described in more detail in the “Outstanding Equity Awards at 2022 Fiscal Year-End” table below.
In connection with the Lantheus License Agreements, the Compensation Committee awarded Dr. McCann, and Mr. Silber 23,124 and 33,469 PSUs, respectively. Each PSU entitles the grantee to receive a share of our Common Stock following the vesting of the PSU. PSUs are forfeited if the grantee’s service with the Company is terminated prior to the vesting of the PSU. 100% of the PSUs granted to Dr. McCann, and Mr. Silber vest upon the regulatory approval of 177Lu-PNT2002 by the FDA.
Based on the named executive officers’ 2022 performance, on March 28, 2023, Dr, McCann was granted options to purchase 692,643 shares of our Common Stock, Mr. Silber was granted options to purchase 537,322 shares of our Common Stock and Ms. Jensen was granted options to purchase 136,055 shares of our Common Stock, each with an exercise price of $6.78 per share, which was the closing price of our Common Stock on March 28, 2023. Since these options were granted after the end of the 2022 fiscal year, they are not included in the “Outstanding Equity Awards at 2022 Fiscal Year-End” table below.
Employment Agreements
We have entered into employment agreements with each of our named executive officers, the material terms of which are described below.
Dr. Joe McCann, Ph.D. Effective January 6, 2020, we entered into an employment agreement with Dr. McCann for the position of Chief Executive Officer, which provides for a base salary (subject to periodic adjustment as determined by our Board), an annual incentive bonus based upon our Board’s determination that established performance objectives have been met by both us and Dr. McCann, eligibility to participate in our benefits plans generally available to our other executives and eligibility to receive an annual performance-based allocation of stock options, subject to the approval of our Board. During 2022, Dr. McCann's base salary was $650,000 (Canadian dollars), his annual incentive bonus had a target of 50% of his base salary and his annual performance-based allocation of stock options had a target of 300% of his base salary. On January 9, 2023, Dr. McCann's base salary was increased to $800,000 (Canadian dollars) and his annual incentive bonus was set at a target of 55% of his base salary. Dr. McCann is entitled to certain severance benefits upon a termination of his employment by us without “cause” (as defined in his employment agreement) equal to the greater of either (i) three months base salary and bonus, with an additional month for each year of service after three years of employment or (ii) the minimum notice or pay in lieu of notice and severance pay, if applicable, that is expressly required by applicable employment standards legislation, plus, in the case of either (i) or (ii), continued participation in company-sponsored benefits for the minimum period expressly required by applicable employment standards legislation. Additionally, Dr. McCann is entitled to certain benefits upon a termination of his employment by us without “cause” within 30 days prior to or 12 months after a “change of control” (as defined in his employment agreement), equal to the greater of either (x) six months base salary and bonus, with an additional month for each
year of service after three years of employment or (y) the minimum notice or pay in lieu of notice and severance pay, if applicable, that is expressly required by applicable employment standards legislation, plus, in the case of either (x) or (y), continued participation in company-sponsored benefits for the minimum period expressly required by applicable employment standards legislation. In addition, any unvested stock options granted to Dr. McCann will vest and be exercisable upon a change of control. Dr. McCann's employment agreement also contains non-compete obligations during its term and for six months thereafter and non-solicit obligations for 18 months thereafter. Dr. McCann will be required to execute a standard release of claims document in a form satisfactory to the Company in order to receive any payments in excess of those required by applicable employment standards legislation.
Jessica Jensen Effective August 17, 2020, we entered into an employment agreement with Ms. Jensen for the position of Executive Vice President Clinical Development, which provides for a base salary (subject to periodic adjustment as determined by our Board), an annual incentive bonus based upon the Board’s determination that established performance objectives have been met by both us and Ms. Jensen, eligibility to participate in our benefits plans generally available to our other executives, and eligibility to receive additional grants of stock options, subject to the approval of our Board. During 2022 through December 18, 2022, Ms. Jensen's base salary was $377,000. On December 19, 2022, Ms. Jensen's base salary was increased to $485,000. Her 2022 annual incentive was set at a target of 40% of her base salary and her 2022 annual performance based allocation of stock options was set at a target of 75% of her base salary. Ms. Jensen is entitled to certain severance benefits upon a termination of her employment by us without “cause” (as defined in her employment agreement) or her resignation with “good reason” (as defined in her employment agreement), subject to her execution and delivery of a release of claims in favor of POINT in the form satisfactory to us, in the form of (i) a lump sum cash payment equal to 25% of her then-current base pay plus 25% of the prior year’s annual bonus, if any; and (ii) so long as Ms. Jensen has been employed by us for three consecutive years, an additional lump sum cash payment equal to 1/12th of her then-current salary multiplied by the number of full years of employment. Additionally, Ms. Jensen is entitled to certain benefits upon a termination of her employment by us without “cause” (as defined in her employment agreement) within 30 days prior to or within 12 months after a “change of control” (as defined in her employment agreement), subject to her execution and delivery of a release of claims in favor of POINT in the form satisfactory to us, in the form of (x) a lump sum cash payment equal to 50% of her then-current salary plus 50% of the prior year’s annual bonus, if any and (y) so long as Ms. Jensen has been employed by us for three consecutive years, an additional lump sum cash payment equal to 1/12th of her then-current salary multiplied by the number of full years of employment. In addition, any unvested stock options granted to Ms. Jensen will vest and be exercisable upon a change of control. Ms. Jensen’s employment agreement also contains non-compete obligations within the United States during its term and for six months thereafter and non-solicit obligations for 18 months thereafter.
Allan C. Silber Effective January 6, 2020, we entered into an employment agreement with Mr. Silber for the position of Executive Chairman, which provides for a base salary (subject to periodic adjustment as determined by our Board), an annual incentive bonus based upon our Board’s determination that established performance objectives have been met by both us and Mr. Silber, eligibility to participate in our benefits plans generally available to our other executives and eligibility to receive an annual performance-based allocation of stock options, subject to the approval of our Board. During 2022, Mr. Silber's base salary was $588,000 (Canadian dollars), his annual incentive bonus had a target of 50% of his base salary and his annual performance-based allocation of stock options had a target of 300% of his base salary. On January 9, 2023, Mr. Silber's base salary was increased to $620,000 (Canadian dollars). Mr. Silber is entitled to certain severance benefits upon a termination of his employment by us without “cause” (as defined in his employment agreement) equal to the greater of either (i) three months base salary and bonus, with an additional month for each year of service after three years of employment or (ii) the minimum notice or pay in lieu of notice and severance pay, if applicable, that is expressly required by applicable employment standards legislation, plus, in the case of either (i) or (ii), continued participation in company-sponsored benefits for the minimum period expressly required by applicable employment standards legislation. Additionally, Mr. Silber is entitled to certain benefits upon a termination of his employment by us without “cause” within 30 days prior to or 12 months after a “change of control” (as defined in his employment agreement), equal to the greater of either (x) six months base salary and bonus, with an additional month for each year of service after three years of employment or (y) the minimum notice or pay in lieu of notice and severance pay, if applicable, that is expressly required by applicable employment standards legislation, plus, in the case of either (x) or (y), continued participation in company-sponsored benefits for the minimum period expressly required by applicable employment standards legislation. In addition, any unvested stock options granted to Mr. Silber will vest and be exercisable upon a change of control. Mr. Silber's employment agreement also contains non-compete obligations during its term and for six months thereafter and non-solicit obligations for 18 months thereafter. Mr. Silber will be required to execute a standard release
of claims document in a form satisfactory to the Company in order to receive any payments in excess of those required by applicable employment standards legislation.
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2022. The table reflects both vested and unvested option awards and stock awards. The option awards were granted pursuant to the 2021 EIP or the 2020 EIP or as special grants and are subject to time-based vesting. The stock awards were granted pursuant to the 2021 EIP and are subject to performance-based vesting.
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| | Option Awards | | Stock Awards |
| Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Option Exercise Price ($) | | Option Expiration Date | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
| Dr. Joe McCann, Ph.D. | | — | | | 381,795 | | (1) | 8.13 | | | 3/29/2028 | | 23,124 | | (6) | 168,574 | |
| Jessica Jensen | | 125,553 | | (2) | — | | | 6.97 | | | 7/20/2026 | | — | | | — | |
| Jessica Jensen | | 115,312 | | (3) | 345,938 | | (3) | 8.47 | | | 7/6/2027 | | — | | | — | |
| Jessica Jensen | | — | | | 213,301 | | (1) | 8.13 | | | 3/29/2028 | | — | | | — | |
| Jessica Jensen | | — | | | 13,766 | | (4) | 7.91 | | | 4/1/2028 | | — | | | — | |
| Allan C. Silber | | 3,393 | | (5) | 3,394 | | (5) | 1.39 | | | 3/25/2026 | | 33,469 | | (6) | 243,989 | |
| Allan C. Silber | | — | | | 332,476 | | (1) | 8.13 | | | 3/29/2028 | | — | | | — | |
(1)The first 25% of the options vested on March 29, 2023 with the remaining 75% vesting three equal annual installments thereafter.
(2)These options fully vested on the grant date of July 20, 2020.
(3)The first 25% of the options vested on July 6, 2022 with the remaining 75% vesting three equal annual installments thereafter.
(4)The first 25% of the options vested on April 1, 2023 with the remaining 75% vesting three equal annual installments thereafter.
(5)The first 25% of the options vested on March 25, 2021 with the remaining 75% vesting three equal annual installments thereafter.
(6)These performance share units vest upon the regulatory approval of 177Lu-PNT2002 by the FDA.
Equity Compensation Plans
POINT Biopharma Global Inc. 2021 Equity Incentive Plan
At the special meeting of stockholders held on June 29, 2021, our stockholders considered and approved the POINT Biopharma Global Inc. 2021 Equity Incentive Plan (the “2021 EIP”). The 2021 EIP replaced the 2020 EIP and allows POINT to grant equity and equity-based incentive awards to officers, employees, non-employee directors and consultants. The 2021 EIP is intended to provide such persons with a direct stake in POINT to assure a closer alignment of the interests of such individuals with those of POINT and its stockholders, thereby stimulating their efforts on POINT’s behalf and strengthening their desire to remain with POINT.
We initially reserved 7,438,527 shares of Common Stock for the issuance of awards under the 2021 EIP (the “Initial Limit”). The 2021 EIP provides that the number of shares reserved and available for issuance under the 2021 EIP will automatically increase each January 1, beginning on January 1, 2022, by 4.0% of the outstanding number of shares of Common
Stock on the immediately preceding December 31, or such lesser amount as determined by the Board (the “Annual Increase”). In addition, the maximum aggregate number of shares which may be issued under the 2021 EIP pursuant to incentive stock options was 7,438,527 shares, which amount is also subject to adjustment as described above. As a result, on January 1, 2022, the 2021 EIP reserved amount was increased by 3,604,871 shares and on January 1, 2023, the 2021 EIP was increased by 4,225,990 shares. This limit is subject to adjustment in the event of a reorganization, recapitalization, reclassification, stock split, stock dividend, reverse stock split or other similar change in POINT’s capitalization.
As of December 31, 2022, options to purchase 3,008,049 shares of Common Stock were outstanding under the 2021 EIP.
POINT Biopharma Inc. 2020 Equity Incentive Plan
In March 2020, POINT Biopharma Inc.’s board of directors approved the POINT Biopharma Inc. 2020 Equity Incentive Plan (the “2020 EIP”). The 2020 EIP provided for the granting of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards to our employees, directors and consultants.
As of December 31, 2022, options to purchase 2,584,124 were outstanding under the 2020 EIP. The 2021 EIP replaced the 2020 EIP and no further grants may be made under the 2020 EIP.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides aggregate information as of December 31, 2022, with respect to shares of common stock that may be issued under our existing equity compensation plans:
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| 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 | | 5,738,217 | | 5.70 | | 7,925,052 |
Equity compensation plans not approved by security holders | | None | | N/A | | N/A |
The 2021 EIP contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning in 2022, equal to the lesser of (a) four percent (4%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of stock as determined by our board of directors. On January 1, 2023, the Company had an additional 4,225,990 shares added to the 2021 EIP pursuant to the evergreen provision.
Indemnification Agreements
POINT is a party to indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by POINT of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to POINT or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law.
Retirement plans
During the fiscal year 2022, we maintained a retirement plan, which is qualified under section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code") for our U.S. employees The plan allowed eligible employees to defer, at the employee’s discretion, pretax compensation up to the IRS annual limits. Employees are immediately and fully vested in their contributions. We matched contributions up to 50% of the first 4% of the eligible employee’s compensation or the maximum amount permitted by law. Our 401(k) plan is intended to be qualified under Section 401(a) of the Code with our 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code.
During the fiscal year 2022, we also sponsored a registered retirement savings plan, which is registered with the Canada Revenue Agency ("CRA") for our Canadian employees. The plan allows eligible employees to defer, at the employee’s discretion, pretax compensation up to the individuals' cumulative limits as determined by the CRA. The Company matched contributions up to 50% of the first 4% of the eligible employees' compensation.
Director Compensation
Dr. McCann, our Chief Executive Officer and Mr. Silber, our Executive Chairman, did not receive any compensation from us for their services on the Board during the fiscal year ended December 31, 2022. Dr. McCann’s and Mr. Silber’s compensation during the fiscal year 2022, for their service as Chief Executive Officer and Executive Chairman, respectively, is set forth above in “Executive Compensation—2022 Summary Compensation Table.” In addition, Dr. Fleshner has a consulting agreement with us regarding his position as our Chief Medical Officer. Below is a description of Dr. Fleshner’s agreement with us.
Effective February 22, 2021, we entered into a consulting agreement with Dr. Fleshner, one of our directors, pursuant to which Dr. Fleshner provided consulting services as our Chief Medical Officer. Effective January 1, 2023, we renewed the consulting agreement through December 31, 2023. For 2022, in addition to the annual retainer received in connection with his position on the board of directors, the consulting agreement provides for an annual fee equal to $213,000 (Canadian dollars), and eligibility to receive (i) an annual bonus with a target of 40% of his annual fee based upon our Board’s determination that established performance objectives have been met by both us and Dr. Fleshner and (ii) an annual performance-based allocation of stock options with a target of 150% of his annual fee, subject to the approval of our Board. For 2023, the consulting agreement provides for an annual fee equal to $223,650 (Canadian dollars). The consulting agreement also provides that during the term of the agreement and for six months thereafter, Dr. Fleshner will not (i) encourage or solicit any of our employees to leave POINT for any reason or to accept employment with Dr. Fleshner or any other entity or (ii) interfere with or attempt to impair the relationship between us and any of our non-employee consultants and advisors or attempt, directly or indirectly, to solicit, entice, hire or otherwise by inducing any of our non-employee consultants or advisors to terminate association with POINT. Pursuant to the consulting agreement, for 2022, Dr. Fleshner was paid $322,908 (Canadian dollars) and received an option to purchase 60,234 shares of Common Stock with an exercise price of $8.13 per share. These options vest in equal annual installments over a four-year period beginning on the first anniversary of the grant date provided service continues under the consulting agreement. Following and in connection with the closing of the Lantheus License Agreements, Dr. Fleshner was paid a bonus of $40,071. Also in connection with the Lantheus License Agreements, Dr. Fleshner was granted 6,062 PSUs. 100% of the PSUs vest upon the regulatory approval of 177Lu-PNT2002 by the FDA. In addition, based on Dr, Fleshner's performance in 2022, on March 28, 2023, Dr. Fleshner was granted options to purchase 84,257 shares of our Common Stock, with an exercise price of $6.78 per share, the closing price of our Common Stock on March 28, 2023. Since these options were granted after the end of the 2022 fiscal year, they are not included in the “Director Compensation” table below.
Non-Employee Director Compensation Policy
During 2022, the Non-Employee Director Compensation Policy as adopted by our Board, provided that each director who is not an employee of POINT be paid the following cash compensation for serving on our Board and on the Board committees, with such compensation paid on a quarterly basis in arrears:
| | | | | |
| Annual Retainer(1) |
| Board of Directors | $40,000 |
| Lead Director | 40,000(2) |
| Audit Committee Chair | $7,500 |
| Audit Committee Member | $7,500 |
| Compensation Committee Chair | $5,000 |
| Compensation Committee Member | $5,000 |
| Nominating and Corporate Governance Committee Chair | $5,000 |
| Nominating and Corporate Governance Committee Member | $5,000 |
(1) The Chair of each committee is entitled to the Chair retainer and the Member retainer.
(2) The Lead Director Annual retainer was increased from $20,000 to $40,000 on August 11, 2022.
On the date of each annual meeting of stockholders of POINT, each continuing director, other than Dr. McCann, Mr. Silber, and Dr. Fleshner, is granted an annual stock option award to purchase shares of Common Stock having a value of approximately $125,000 (USD), calculated by dividing such amount by the Black-Scholes Value as of the date of grant. Each stock option granted to the directors has a term of six years from the date of grant and has a per-share exercise price equal to the closing price of the Common Stock on such grant date. On June 2, 2022, the date of the 2022 Annual Meeting of Stockholders, each continuing non-employee member of the Board was granted options to purchase 25,614 shares of our Common Stock, each with an exercise price of $8.31 per share, which was the closing price of our Common Stock on that date. 100% of the options vest on the first anniversary of the grant date. See Note 13 to the 2022 Financial Statements included in the Company's Annual Report on Form 10-K for a discussion of the assumptions underlying the stock option valuation.
Oversight of Non-Employee Director Compensation
Our non-employee director compensation is overseen by the Compensation Committee, which makes recommendations to our Board on the appropriate structure for our non-employee director compensation program and the appropriate amount of compensation to offer to our non-employee directors. Our Board is responsible for final approval of our non-employee director compensation program and the compensation paid to our non-employee directors.
2022 Director Compensation Table
The following table presents the total compensation for each person, other than Dr. McCann and Mr. Silber, who served as a member of our Board during fiscal year 2022.
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| Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) | | Option Awards ($) | | All Other Compensation ($) | | Total ($) |
Dr. Neil Fleshner(1) | | 40,000 | | | — | | | 280,209 | | | 278,485 | | | 598,694 | |
Jonathan Ross Goodman(2)(3) | | 85,240 | | | — | | | 125,000 | | | — | | | 210,240 | |
Gerald Hogue(2)(4) | | 59,346 | | | — | | | 125,000 | | | — | | | 184,346 | |
David C. Lubner(2)(5) | | 51,846 | | | — | | | 125,000 | | | — | | | 176,846 | |
Dr. Yael Margolin(2) | | 45,000 | | | — | | | 125,000 | | | — | | | 170,000 | |
Dr. Rajesh K. Malik(2) | | 45,000 | | | — | | | 125,000 | | | — | | | 170,000 | |
Margaret E. Gilmour(6) | | 27,616 | | | — | | | — | | | — | | | 27,616 | |
(1)Dr. Fleshner is our Chief Medical Officer and during fiscal year 2022, in addition to his annual board retainer of $40,000, he was paid $213,000 (Canadian dollars) and earned an annual performance-based cash bonus amount of $109,908 (Canadian dollars), each pursuant to his consulting agreement. On March 29, 2022, Dr. Fleshner was granted an option to purchase 60,234 shares of our Common Stock with an exercise price of $8.13 per share. In addition, following and in connection with the closing of the Lantheus License Agreements, Dr. Fleshner was paid a bonus of $40,071. Also in connection with the Lantheus License Agreements, Dr. Fleshner was granted 6,062 PSUs. The amount reflected in the “Stock Awards” column of the above table, $0, represents our estimate of the probable outcome of the performance conditions at the time of issuance. The grant date fair value of this award computed in accordance with ASC 718 assuming no forfeitures was $6.61 per unit, or $40,070, based on the closing share price of the Common Stock on the date of grant. 100% of the PSUs vest upon the regulatory approval of 177Lu-PNT2002 by the FDA. Those fees paid in Canadian dollars were converted to U.S. dollars for purposes of the table using an exchange rate of 1.00 U.S. dollar to approximately 1.35 Canadian dollars, which was the Bank of Canada foreign exchange rate on December 31, 2022. As of December 31, 2022, Dr. Fleshner held options to purchase 85,234 shares of Common Stock and 6,062 PSUs.
(2)On June 2, 2022, each of these directors was granted an option to purchase 25,614 shares of our Common Stock with an exercise price of $8.31 per share. As of December 31, 2022, Mr. Goodman, Mr. Hogue each held options to purchase 86,486 shares of Common Stock and Mr. Lubner, Dr. Margolin and Dr. Malik each held options to purchase 50,614 shares of Common Stock.
(3)On August 11, 2022, the annual retainer for the Company's lead director was increased from $20,000 to $40,000. Mr. Goodman's fees were pro-rated for this change.
(4)On June 2, 2022, following the 2022 Annual Meeting of Stockholders, Mr. Hogue was appointed to the audit committee as a member and his fees were pro-rated to reflect this change in role.
(5)On June 2, 2022, following the 2022 Annual Meeting of Stockholders, Mr. Lubner was appointed as the chair of the audit committee and his fees were pro-rated to reflect this change in role.
(6)On June 2, 2022, following the 2022 Annual Meeting of Stockholders, Ms. Gilmour ceased to be a director of the Company and her fees were pro-rated.
In the first quarter 2023, Aon reviewed the Company’s director compensation. As a result, on April 20, 2023, our Board amended the Non-Employee Director Compensation Policy to provide (i) that the annual retainer for the Company’s lead director be set at $25,000, effective April 20, 2023 and (ii) that on the date of the 2023 annual meeting of stockholders and each annual meeting of stockholders thereafter, each continuing director, other than Dr. McCann, Mr. Silber, and Dr. Fleshner, will be granted an annual stock option award to purchase shares of Common Stock having a value of approximately $206,250 (USD), calculated by dividing such amount by the Black-Scholes Value as of the date of grant. Such options will have an exercise price equal to the closing price of our Common Stock on the date of grant and 100% of the options will vest on the first anniversary of the date of grant.
EQUITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our Common Stock as of the Record Date for:
•each person, or group of affiliated persons, who is known by us to beneficially own greater than five percent (5%) of our outstanding Common Stock;
•each of our directors;
•each of our named executive officers; and
•all of our directors and executive officers as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days. Shares subject to options that are currently exercisable or exercisable within 60 days of April 13, 2023 are considered outstanding and beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, POINT believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise noted, the business address of each of the directors and executive officers of POINT is 4850 West 78th Street, Indianapolis, IN 46268. The percentage of beneficial ownership of POINT is calculated based on 105,683,356 shares of Common Stock outstanding as of April 13, 2023. Unless otherwise noted below, the named person has the sole voting and dispositive power over the listed shares.
| | | | | | | | | | | | | | |
| Name and Address of Beneficial Owner | | Number of Shares |
| Percentage Ownership |
| Directors and Officers: | | | | |
Dr. Joe McCann, Ph.D.(1) | | 3,711,761 | | 3.5 |
Allan C. Silber(2) | | 9,316,184 | | 8.8 |
Dr. Neil Fleshner, M.D.(3) | | 3,277,882 | | 3.1 |
Jonathan Ross Goodman(4) | | 91,672 | | * |
Dr. Rajesh K. Malik, M.D.(5) | | 35,564 | | * |
Dr. Yael Margolin, Ph.D.(6) | | 33,574 | | * |
Gerald Hogue(7) | | 53,460 | | * |
David C. Lubner(8) | | 70,864 | | * |
Jessica Jensen(9) | | 297,631 | | * |
All Directors and Executive Officers as a group (11 individuals)(10) | | 17,060,477 | | 16.0 |
| 5% Stockholders | |
| |
|
BlackRock, Inc.(11) | | 5,393,438 | | 5.1 |
Entities affiliated with BVF Inc.(12) | | 9,177,748 | | 8.7 |
* Less than one percent.
(1)Includes 95,448 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023. Also includes 3,616,313 shares of Common Stock held through a personal holding company.
(2)Includes 88,209 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023. Also includes (i) 4,268,605 shares of Common Stock held through a personal holding company; (ii) 313,884 shares of Common Stock held by Mr. Silber’s spouse; (iii) 538,087 shares of Common Stock held by Allan Silber in Trust, of which Mr. Silber is the trustee; (iv) 4,035,655 shares of Common Stock held by Silber Holdings, Inc., a company of which Mr. Silber is the President; and (v) 71,744 shares of Common Stock held by Anglian Holdings, LLC, of which Mr. Silber is the sole member and manager. Mr. Silber shares voting and dispositive power over the 313,884 shares held by Mr. Silber's spouse.
(3)Includes 21,308 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023. Also includes (i) 233,171 shares of Common Stock held by 1510789 Ontario Inc., a company owned by Dr. Fleshner; and (ii) 358 shares of Common Stock held by Patricia North in Trust, a trust controlled by Dr. Fleshner’s wife. Dr. Fleshner's spouse has the sole voting and dispositive powers over the 358 shares held by Patricia North in Trust.
(4)Includes 49,800 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023. Also includes 41,872 shares of Common Stock held by Long Zone Holdings, Inc., a company owned by Mr. Goodman’s family.
(5)Includes 31,864 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023.
(6)Includes 31,864 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023.
(7)Includes 31,864 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023.
(8)Includes 31,864 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023.
(9)Includes 297,631 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023.
(10)Includes 851,737 shares of Common Stock issuable upon the exercise of options exercisable within 60 days of April 13, 2023.
(11)Based solely on the Schedule 13G filed by BlackRock, Inc. with the SEC on February 3, 2023. BlackRock, Inc. has sole voting power over 5,274,117 shares of Common Stock and sole dispositive power over 5,393,438 shares of Common Stock. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(12)Based solely on the Schedule 13G/A filed with the SEC on February 14, 2023, reflecting that (1) Biotechnology Value Fund, L.P. (“BVF”) is the beneficial of 4,916,306 shares of Common Stock (2) Biotechnology Value Fund II, L.P. (“BVF2”) is the beneficial owner of 3,704,693 shares of Common Stock, and (3) Biotechnology Value Trading Fund OS LP (“Trading Fund OS”) is the beneficial owner of 418,568 shares of Common Stock. In addition, BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own of the 4,916,306 shares of Common Stock beneficially owned by BVF; BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the 3,704,693 shares of Common Stock beneficially owned by BVF2; BVF Partners OS Ltd. (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the 418,568 shares of Common Stock beneficially owned by Trading Fund OS; BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 8,620,999 shares of Common Stock beneficially owned in the aggregate by BVF and BVF2; BVF Partners L.P. (“Partners”), as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 9,177,748 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”), including 138,181 shares held in the Partners Managed Account; BVF, Inc., as the general partner of Partners, may be deemed to beneficially own the 9,177,748 shares of Common Stock beneficially owned by Partners; and Mark N. Lampert (“Mr. Lampert”), as a director and officer of BVF Inc., may be deemed to beneficially own the 9,177,748 shares of Common Stock beneficially owned by BVF Inc. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account. The address for BVF, BVF GP, BVF2, BVF2 GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert is 44 Montgomery St., 40th Floor, San Francisco, CA, 94104. The address for Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands.