Beam Therapeutics Inc DEF 14A, filed Apr 21, 2023
Beam Therapeutics Inc. (BEAM)
About this DEF 14A
Beam Therapeutics Inc filed this DEF 14A on April 21, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than Registrant)
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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BEAM THERAPEUTICS INC.
238 Main Street
Cambridge, MA 02142
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 6, 2023
Dear Stockholders:
We are pleased to notify you that we will hold the 2023 annual meeting of the stockholders (the “Annual Meeting”) of Beam Therapeutics Inc. (“Beam”, “we”, “us”, or “our”) via live webcast on June 6, 2023, at 11:30 a.m., Eastern Daylight Time, in a virtual meeting format at www.virtualshareholdermeeting.com/BEAM2023 for the following purposes:
Our Board of Directors has established the close of business on April 10, 2023 as the record date for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (by remote communication or by proxy) if our stock records show that you owned our common stock at that time.
Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either by remote communication at the virtual meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting, whether or not you can attend the virtual meeting. You will need the 16-digit control number included with the Notice, on your proxy card, or the instructions that accompany your proxy materials to attend the Annual Meeting virtually via the Internet.
Thank you for your continued support of Beam Therapeutics Inc. We look forward to seeing you at the Annual Meeting.
By Order of the Board of Directors,
John Evans
Chief Executive Officer and Director
April 21, 2023
Cambridge, Massachusetts
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 6, 2023: Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to make our proxy materials available to all of our stockholders over the Internet. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 21, 2023, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access our proxy statement for the Annual Meeting and our 2022 Annual Report on Form 10-K to stockholders. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.
Virtual Meeting Format: The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you will be able to attend the Annual Meeting online, vote your shares and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BEAM2023. Details regarding how to attend the Annual Meeting online are more fully described in the Notice and this proxy statement.
TABLE OF CONTENTS
BEAM THERAPEUTICS INC.
238 Main Street
Cambridge, MA 02142
PROXY STATEMENT FOR 2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 6, 2023
The Board of Directors (our “Board”) of Beam Therapeutics Inc. (“we,” “us,” “our,” “Company,” or “Beam”) is soliciting proxies from stockholders for its use at the 2023 annual meeting of our stockholders (the “Annual Meeting”), and at any continuation, postponement or adjournment of that meeting. The Annual Meeting is scheduled to be held on June 6, 2023, at 11:30 a.m., Eastern Daylight Time, in a virtual meeting format at www.virtualshareholdermeeting.com/BEAM2023. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Further information about how to attend the Annual Meeting online is included in this proxy statement.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the shares represented by the proxies will be voted in accordance with the recommendation of our Board with respect to each of the matters set forth in the accompanying Notice of Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is exercised at the Annual Meeting by following the instructions set forth in this proxy statement.
On or about April 21, 2023, we will commence sending the Important Notice Regarding the Availability of Proxy Materials (the “Notice”) to all stockholders entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
This proxy statement and our 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2023 (the “Annual Report on Form 10-K”), which include our audited financial statements, are available for viewing, printing and downloading at www.proxyvote.com. To view these materials, please have your 16-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive distributions of our proxy statements and annual reports to stockholders for future annual meetings by electronic delivery. For specific instructions on making such an election, please refer to the instructions on your proxy card or voting instruction form.
Additionally, you can find a copy of our Annual Report on Form 10-K on the website of the SEC at www.sec.gov, or in the “Financials & Filings” tab of the “Investor Center” section of our website at www.beamtx.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by following the instructions included on the Notice or by sending a written request to: Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142, Attention: Secretary.
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Purposes of the Meeting
The purposes of the Annual Meeting are:
Stockholders Entitled to Vote at the Meeting
Our Board has established the close of business on April 10, 2023 as the “record date” for the Annual Meeting. This means that you are entitled to vote at the Annual Meeting (and any adjournments) if our records show that you owned our common stock at that time. As of the record date, 74,675,269 shares of our common stock were outstanding. Each outstanding share of common stock as of the record date is entitled to one vote on each matter properly to come before the Annual Meeting and can be voted only if the record owner of that share, determined as of the record date, is present by remote communication at the meeting or represented by a properly submitted proxy. A list of stockholders entitled to vote at the Annual Meeting will be available for stockholder inspection at the headquarters of the Company, 238 Main Street, Cambridge, MA 02142, during ordinary business hours, for a period of 10 days prior to the Annual Meeting.
Voting Shares That You Hold In Your Name
If you are a stockholder of record and your shares are registered directly in your name, you may:
Virtual Meeting
The Annual Meeting will be a completely virtual meeting conducted via live webcast. To participate in the Annual Meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/BEAM2023.You will need the 16-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials.
If you are a beneficial holder, instructions should also be provided on the voting instruction card provided by your bank or brokerage firm. If you do not have your 16-digit control number and attend the meeting online, you will be able to listen to the meeting only — you will not be able to vote or submit questions during the meeting.
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Attending the Annual Meeting
The Annual Meeting will be held entirely online at www.virtualshareholdermeeting.com/BEAM2023. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. A summary of the information you need to attend the Annual Meeting online is provided below:
Webcast replay of the Annual Meeting will be available until the earlier of June 6, 2024 or the date of the next annual meeting of stockholders to be held in 2024.
Technical Assistance for the Virtual Meeting
We encourage stockholders to log into the virtual Annual Meeting at least 15 minutes prior to the start of the Annual Meeting to test their Internet connectivity. If you encounter any technical difficulties with the virtual meeting platform on the day of the Annual Meeting, please call 1-844-986-0822 (for U.S. participants) and 303-562-9302 (for international participants). Technical support will be available starting at 11:00 a.m. Eastern Daylight Time on June 6, 2023 and will remain available until thirty minutes after the meeting has finished.
Voting Shares That You Hold in Brokerage or Similar Accounts
Many stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. If you hold your shares in one of these ways, you are considered a beneficial owner, not a record owner, and you therefore have no direct vote on any matter to come before the Annual Meeting. Your broker, bank or nominee will send you voting instructions for you to use in directing the broker, bank or nominee in how to vote your shares. Your broker, bank or nominee may allow you to deliver your voting instructions via the telephone or the Internet.
A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote the shares on a proposal because the broker, bank or other nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding how to vote. Brokers, banks or other nominees who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given with respect to certain matters. Although the determination of whether a broker, bank or other nominee will have discretionary voting power for a particular item is typically determined only after proxy materials are filed with the SEC, we expect that the proposal on ratification of the appointment of our independent registered public accounting firm (Proposal 2) will be a matter on which a broker, bank or other nominee will have discretionary voting authority and that the election of each nominee for Class III director (Proposal 1) and the advisory vote to approve the compensation of our NEOs (Proposal 3) will be matters on which a broker, bank or other nominee will not have discretionary voting authority. Accordingly, if you hold your shares through a broker, bank or other nominee and you do not timely provide your broker, bank or other nominee with specific instructions on how to vote your shares, we expect that your broker, bank or other nominee will not be authorized to cast a vote on your behalf on Proposals 1 or 3 but will be authorized to cast a vote on your behalf, in its discretion, on Proposal 2. In such cases, a “broker non-vote” may be entered with respect to your shares on Proposals 1 or 3 to reflect that your broker was present with respect to your shares at the meeting but was not exercising voting rights on your behalf with respect to those shares. Broker non-votes will have no effect on the outcome of any proposal.
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Your Voting Options on Each of the Proposals
You may vote “for,” “against” or “abstain” with respect to the election of each nominee for director (Proposal 1), the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal 2) and the advisory vote to approve the compensation of our NEOs (Proposal 3).
If any other matter is presented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder named in the proxy card in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.
Our Board’s Voting Recommendations
Our Board recommends that you vote:
If any other matter is properly brought before the Annual Meeting, the Company – through the individuals named in the Company’s proxy card and acting as the “proxy holder,” or his or her designee, and pursuant to the blanket authorization granted under the proxy – will vote your shares on that matter in accordance with the discretion and judgment of the proxy holder.
Required Votes to Approve Each Proposal
As a stockholder, you are entitled to cast one vote per share for each of the two (2) nominees for election as directors at the Annual Meeting, but you may not cumulate your votes (in other words, you may not cast votes representing two times the number of your shares entitled to vote in favor of a single nominee). A majority of the votes properly cast for election of a director will effect such election. A majority of the votes properly cast at the Annual Meeting will also approve (i) the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023, (ii) the proposal to approve, on an advisory basis, the compensation of our NEOs, and (iii) all other matters that arise at the Annual Meeting. “Abstentions” will not be counted as votes cast on the proposals and will have no effect on the outcome of any proposal. For a discussion of how “broker non-votes” will be treated, see the discussion under “Voting Shares That You Hold in Brokerage or Similar Accounts.”
Please note that because the votes on the ratification of Deloitte & Touche LLP and the advisory vote to approve the compensation of our NEOs are advisory in nature, the results of such votes will not be binding upon us, our Board or its committees.
Quorum
The presence, virtually via the Internet or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting. Because we expect that brokers, banks or other nominees will be able to vote on at least one proposal, we expect that these shares will be counted for purposes of determining whether a quorum is present at the Annual Meeting.
Revocation of Proxies or Voting Instructions
A stockholder of record who has voted by proxy using any method in response to this solicitation may revoke it before it is exercised at the Annual Meeting by executing and delivering a timely and valid later-dated proxy card (provided we receive the later proxy card before the Annual Meeting date), by a timely and valid later Internet or telephone vote, by voting by remote communication at the Annual Meeting or by giving written notice to Christine Bellon, our Company secretary (the “Secretary”). Attendance at the Annual Meeting online will not have the effect of revoking a proxy unless the stockholder gives proper written notice of revocation to our Secretary before the proxy is exercised or the stockholder votes by remote communication at the Annual Meeting. Beneficial owners who have directed their broker, bank or nominee as to how to vote their shares should contact their broker, bank or nominee for instructions as to how they may revoke or change those voting directions.
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Solicitation of Proxies
Our Board is making this solicitation of proxies for our Annual Meeting. We will bear all costs of such solicitation, including the cost of preparing and distributing this proxy statement and the enclosed form of proxy and including the cost of hosting the virtual Annual Meeting. After the initial distribution of this proxy statement, our directors, officers and employees may solicit proxies personally, by telephone, by email or otherwise. These directors, officers and employees will not receive additional compensation for the solicitation but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for reasonable, out-of-pocket expenses for forwarding these proxy materials, according to certain regulatory fee schedules.
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MANAGEMENT AND CORPORATE GOVERNANCE
Board Composition and Structure
Our amended and restated certificate of incorporation (our “certificate of incorporation”) states that our Board shall consist of not fewer than three and not more than fifteen members, and the precise number of directors shall be fixed by a resolution of our Board. Each of our directors holds office until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Our certificate of incorporation provides that our directors may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. Any vacancy on our Board, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office.
Our certificate of incorporation provides that our Board is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier death, resignation or removal in accordance with the terms of our certificate of incorporation and our second amended and restated bylaws (our “bylaws”), our Class III directors who are re-elected at the Annual Meeting will serve a three-year term until the 2026 annual meeting of stockholders; our Class I directors are currently serving a term that expires at the 2024 annual meeting of stockholders; and our Class II directors are currently serving a term that expires at the 2025 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board among the three classes.
Our Board is currently comprised of seven members. Below is a list of the names, ages as of April 21, 2023 and classification of the individuals who currently serve as our directors.
Name |
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Age |
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Position |
Kristina Burow |
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49 |
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Director (Class I) |
Graham Cooper |
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53 |
|
Director (Class I) |
Mark Fishman, M.D. |
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72 |
|
Director (Class II) |
Carole Ho, M.D. |
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50 |
|
Director (Class II) |
Kathleen Walsh |
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67 |
|
Director (Class II) |
John Evans |
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45 |
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Director (Class III) |
John Maraganore, Ph.D. |
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60 |
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Director (Class III) |
Director Biographies
Information concerning our directors is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led to our Board’s conclusion at the time of filing this proxy statement that each person listed below should serve as a director.
Class III Director Nominees
John Evans has served as our Chief Executive Officer and on our Board since January 2017. Mr. Evans has significant experience as a company builder, dealmaker, and drug developer in the biotechnology industry. Mr. Evans also serves on the board of directors of Orbital Therapeutics, Inc., a biotechnology company focused on mRNA therapeutics. Mr. Evans previously served as a Venture Partner with ARCH Venture Partners from April 2017 to March 2021 and as a member of the board of directors of Verve Therapeutics, Inc. from August 2018 to August 2022 and of Prime Medicines Inc. from September 2019 to September 2022. Mr. Evans was previously an early employee and member of the leadership team at Agios Pharmaceuticals, Inc. ("Agios"), a biopharmaceutical company, from September 2009 until April 2017, most recently serving as Senior Vice President for Corporate Development and Portfolio Leadership. Prior to joining Agios, Mr. Evans worked at Infinity Pharmaceuticals, Inc., McKinsey & Company’s pharmaceuticals practice and MedImmune. Mr. Evans holds an MBA in Healthcare Management from Wharton, a M.S. in Biotechnology from the University of Pennsylvania, and a B.A. in English with distinction from Yale University. We believe that Mr. Evans is qualified to serve on our Board based on his extensive experience in the pharmaceutical industry and his expansive knowledge of our company based on his role as our Chief Executive Officer.
John Maraganore, Ph.D., has served on our Board since November 2021. He was the founding chief executive officer and a director of Alnylam Pharmaceuticals, Inc. ("Alnylam") from 2002 to 2021, where he built and led the company from early platform research on RNA interference through global approval and commercialization of the first three RNAi medicines, including ONPATTRO®, GIVLAARI®, and OXLUMO®. Prior to Alnylam, Dr. Maraganore served as an officer and a member of the management team for Millennium Pharmaceuticals, Inc., ("Millennium"), a biotechnology company, most recently as senior vice president, strategic product development where he was responsible for the company’s product franchises in oncology, and cardiovascular, inflammatory, and
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metabolic diseases. Before Millennium, he served as director of molecular biology and director of market and business development at Biogen, Inc. ("Biogen"), a biotechnology company. At Biogen, Dr. Maraganore invented and led the discovery and development of ANGIOMAX® (bivalirudin) for injection, formerly HIRULOG™ and currently marketed by The Medicines Company. Prior to Biogen, Dr. Maraganore was a scientist at ZymoGenetics, Inc., and the Upjohn Company. Dr. Maraganore received his M.S. and Ph.D. in biochemistry and molecular biology at the University of Chicago. He is a member of the board of Agios, Kymera Therapeutics, Takeda Pharmaceuticals, and ProKidney Corp., as well as a number of private companies. His is also a member of the board of the Biotechnology Innovation Organization, where he was Chair from 2017 to 2019. In addition, he serves in advisory roles for a number of investment firms, including Arch Ventures, Atlas Ventures, and RTW Investments. We believe Dr. Maraganore's significant experience in executive roles in the biotechnology industry qualifies him to serve on our Board.
Current Directors not Standing for Election at the Annual Meeting
Kristina Burow has served on our Board since June 2017. Ms. Burow is a Managing Director with ARCH Venture Partners. Ms. Burow is focused on the creation and development of biotechnology, pharmaceutical and health tech companies. Since joining ARCH in 2002, she has risen from Associate to Managing Director and has played a significant role in the growth of ARCH’s life sciences portfolio, including multiple public companies exceeding billion-dollar valuations. Ms. Burow is a director of Gossamer Bio, Inc., Scholar Rock Holding Corp., Boundless Bio, Inc., Autobahn Therapeutics, Inc., ROME Therapeutics, Inc., Neumora Therapeutics, Inc., Pretzel Therapeutics and Treeline Biosciences, among others. She previously was a co-founder and Director of Receptos, Inc. (acquired by Celgene Corporation) and was a Director of Vir Biotechnology, Inc., Vividion Therapeutics (acquired by Bayer AG), and Epirium Bio among others. Ms. Burow has participated and led investments in a number of other ARCH portfolio companies including Interline Therapeutics, Erasca, Inc., Dewpoint Therapeutics, Inc., Aledade, Kura Oncology, Inc., Kythera Biopharmaceuticals, Inc., (acquired by Allergan plc), and Ikaria, Inc., (acquired by Mallinckrodt plc). Prior to joining ARCH, Ms. Burow was an Associate with the Novartis BioVenture Fund in San Diego. As an early employee at the Genomics Institute of the Novartis Research Foundation ("GNF"), she directed Chemistry Operations and was active in business development where she helped create numerous companies as spinouts from GNF. Ms. Burow holds an M.B.A. from the University of Chicago, an M.A. in Chemistry from Columbia University and a B.S. in Chemistry from the University of California, Berkeley. We believe Ms. Burow’s investment and leadership experience makes her qualified to serve on our Board.
Graham Cooper has served as a member of our Board since October 2019. From March 2018 until April 2019, Mr. Cooper served as the Chief Operating Officer and Chief Financial Officer of Assembly Biosciences, Inc. Mr. Cooper previously served as the Chief Financial Officer of Receptos, Inc., a biotechnology company, from February 2013 until its acquisition by Celgene Corporation in August 2015 and Chief Financial Officer of Geron Corporation from January 2012 to December 2012. From May 2006 until March 2011, Mr. Cooper served as Chief Financial Officer of Orexigen Therapeutics, Inc., a biotechnology company. Prior to that, Mr. Cooper held roles of increasing responsibility at Deutsche Bank Securities, an investment bank, from August 1997 to February 2006, including Director, Health Care Investment Banking. He began his career as an accountant at Deloitte & Touche and was previously a C.P.A. Mr. Cooper is currently Chairman of the board of directors of Kezar Life Sciences, Inc. Mr. Cooper received a B.A. in Economics from the University of California at Berkeley and an M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Cooper is qualified to serve on our Board due to his significant financial and accounting experience in the life sciences industry.
Mark C. Fishman, M.D., has served on our Board since May 2018. Dr. Fishman is a Professor in the Harvard Department of Stem Cell and Regenerative Biology and Chief of the Pathways Clinical Service at Massachusetts General Hospital. In February 2019, he became a Co-Founding Partner of Aditum Bio Fund and Chairman of its Scientific and Medical Advisory Board. From 2002 through 2016, Dr. Fishman was the founding President of the Novartis Institutes for BioMedical Research ("NIBR"), a member of the Executive Committee of Novartis, AG, and served on the Board of Directors of Novartis International Pharmaceutical LTD and Chaired the Board of Directors of the Genomics Institute of the Novartis Research Foundation. Prior to his time at NIBR, he was the Founding Director of the Cardiovascular Research Center and Chief of Cardiology at Massachusetts General Hospital. Dr. Fishman also has served as the Chairman of the Board of privately held Semma Therapeutics from 2016 until its sale to Vertex. He is on the Board of the privately held companies Skyline Therapeutics, EmbarkNeuro and Versanis Bio. He also serves as a consultant to and Scientific Advisory Board member of several other privately held biotechnology companies. Dr. Fishman graduated from Yale College and Harvard Medical School and trained in medicine and cardiology at Massachusetts General Hospital. We believe that Dr. Fishman’s experience studying genetics and regenerative medicine makes him qualified to serve on our Board.
Carole Ho, M.D., has served on our Board since November 2018. Dr. Ho has served as the Chief Medical Officer and Head of Development of Denali Therapeutics since June 2015. Prior to joining Denali, Dr. Ho held various roles of increasing responsibility at Genentech between 2007 and 2015 most recently as Vice President, Non-Oncology Early Clinical Development. From November 2006 to October 2007, Dr. Ho served as Associate Medical Director at Johnson & Johnson. From June 2002 to November 2006, she was an instructor in the Department of Neurology and Neurological Sciences at Stanford University. Dr. Ho has also served as a member of the board of directors of NGM Biopharmaceuticals, Inc., a biopharmaceutical company, since June 2020. Dr. Ho received
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her M.D. from Cornell University and her B.S. in Biochemical Sciences from Harvard College. We believe that Dr. Ho’s experience studying neurology and her experience in senior leadership at a public company makes her qualified to serve on our Board.
Kathleen E. Walsh has served as on our Board since January 2021. Ms. Walsh has served as the Secretary of Health and Human Services of the Commonwealth of Massachusetts since March 2023. Previously, she was the President and Chief Executive Officer of Boston Medical Center from March 2010 to February 2023. Prior to her appointment at Boston Medical Center, Ms. Walsh served as Executive Vice President and Chief Operating Officer of Brigham and Women’s Hospital from 2005 to 2010. Prior to that, she served as the Chief Operating Officer for NIBR and at Massachusetts General Hospital in positions including Senior Vice President of Medical Services and at the MGH Cancer Center. Prior to that, she held hospital administrator positions in a number of New York City hospitals including Montefiore, Columbia Presbyterian Medical Center, Saint Luke’s—Roosevelt Hospital Center and the New York City Health and Hospitals Corporation. Ms. Walsh is a member of the Boston Public Health Commission, the Massachusetts Hospital Association, Yale University, the Association of American Medical Colleges and the Pine Street Inn. Ms. Walsh served as a director of Navigant Consulting, Inc., a management consultancy firm, from 2017 to 2020, and served on its Audit Committee; WellCare Health Plans, Inc., a health insurance company, from 2017 to 2020, and served on its Audit Committee and IT Committee; Imprivata, Inc., an information technology security company, from February 2016 until September 2016; and CAE Inc., a civil aviation simulation technology company, from June 2013 to August 2015, and served on its Audit Committee. Ms. Walsh holds a B.A. and Master of Public Health from Yale University. We believe that Ms. Walsh is qualified to serve on our Board based on her extensive experience in the health care industry.
Board Diversity
The following table presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors. As we pursue future Board recruitment efforts, our nominating and corporate governance committee will continue to seek out candidates who can contribute to the diversity of views and perspectives of our Board. This includes seeking out individuals of diverse gender identities, demographic backgrounds and perspectives informed by other personal and professional experiences.
Board Diversity Matrix as of April 21, 2023 |
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Total Number of Directors |
7 |
|||
|
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
Part I: Gender Identity |
||||
Directors |
3 |
4 |
- |
- |
Part II: Demographic Background |
||||
African American or Black |
- |
- |
- |
- |
Alaskan Native or Native American |
- |
- |
- |
- |
Asian |
1 |
- |
- |
- |
Hispanic or Latinx |
- |
- |
- |
- |
Native Hawaiian or Pacific Islander |
- |
- |
- |
- |
White |
2 |
4 |
- |
- |
Two or More Races or Ethnicities |
- |
- |
- |
- |
LGBTQ+ |
- |
|||
Did Not Disclose Demographic |
- |
|||
Please see the definitive proxy statement for our 2022 Annual Meeting of Stockholders filed with the SEC on April 22, 2022 for our Board Diversity Matrix for 2022.
Board Leadership Structure
We do not currently have a chair of our Board; however, we have designated Dr. Mark Fishman as our lead independent director. We believe that appointing a lead independent director has the potential to allow our Chief Executive Officer to focus on our day-to-day business, while allowing Dr. Fishman to guide our Board in providing independent advice to and oversight of management. Our Board recognizes the time, effort and energy that our Chief Executive Officer is required to devote to his position and the importance of providing independent direction to our Board as its oversight responsibilities continue to grow. While our bylaws and corporate governance guidelines do not require that we appoint a chair of our Board or lead independent director, our Board believes that having a lead independent director provides the appropriate leadership structure for us and demonstrates our commitment to good corporate governance.
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Director Independence
Our Board currently consists of seven members. Our Board has determined that six of those members, Kristina Burow, Graham Cooper, Mark Fishman, M.D., Carole Ho, M.D., John Maraganore, Ph.D. and Kathleen Walsh, are independent directors in accordance with the listing requirements of The Nasdaq Stock Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of our Board. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of our audit and compensation committees be independent and that director nominees be selected or recommended for our Board’s selection by independent directors constituting a majority of the independent directors or by a nominating and corporate governance committee comprised solely of independent directors. Under the rules of Nasdaq, a director will only qualify as “independent” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such person is “independent” as defined by the applicable rules of Nasdaq and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of our audit committee may not, other than in his or her capacity as a member of the audit committee, our Board or any other Board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from us or any of our subsidiaries or (2) be an affiliated person of us or any of our subsidiaries.
Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of our directors, with the exception of John Evans, our Chief Executive Officer, is an “independent director” as defined under applicable rules of Nasdaq, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determinations, our Board considered the relationships that each such non-employee director has with us and all other facts and circumstances that our Board deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. John Evans is not an independent director under these rules because he is our Chief Executive Officer.
Role of Board in Risk Oversight Process
Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting, legal and compliance risks, and cyber security risks. As part of this oversight, the audit committee receives regular reports from management on such risks at its regularly scheduled meetings, including reports not less than twice per year relating to data privacy and cyber security and the actions management has taken to limit, monitor or control such exposures. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks. Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure.
Board Meetings and Attendance
Our Board held six meetings during the fiscal year ended December 31, 2022. Each of our directors attended at least seventy-five percent (75%) of the meetings of our Board and the committees of our Board 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 and excluding any meetings in which a director was an interested party, if any). Our non-employee directors met in executive session during each of the regularly scheduled Board meetings during the fiscal year ended December 31, 2022.
While we do not have a formal policy regarding director attendance at our annual meeting of stockholders, we expect our Board members to prepare for, attend and participate in all Board and applicable committee meetings, including by means of remote communication. Each of our directors attended our 2022 annual meeting of stockholders.
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Board Committees
Our Board has standing audit, compensation, and nominating and corporate governance committees, each of which is comprised solely of independent directors and is described more fully below. Each committee operates pursuant to a written charter, and each reviews and assesses the adequacy of its charter periodically and submits its charter to our Board for approval. The charter for each committee is available on our website (www.beamtx.com) under the “Investors—Corporate Governance” section. The information on our website is not a part of this proxy statement.
The following table describes which directors serve on each of our Board’s committees.
Name |
|
Audit Committee |
|
Compensation Committee |
|
Nominating and Corporate |
Kristina Burow |
|
|
|
Chair |
|
|
Graham Cooper |
|
Chair |
|
|
|
|
Mark Fishman, M.D. |
|
X |
|
|
|
Chair |
Carole Ho, M.D. |
|
|
|
X |
|
X |
John Maraganore, Ph.D. |
|
|
|
|
|
X |
Kathleen Walsh |
|
X |
|
X |
|
|
Audit Committee
Our audit committee’s responsibilities include:
10
All audit services and all permitted non-audit services, other than certain de minimis non-audit services that are approved by the audit committee prior to the completion of an audit, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.
The members of our audit committee are Graham Cooper, Kathleen Walsh and Mark Fishman. Mr. Cooper chairs the audit committee. Our Board has determined that each member of our audit committee satisfies the independence standards of the applicable rules of Nasdaq applicable to audit committee members and meets the independence criteria set forth in Rule 10A-3(b)(1) under the Exchange Act. Our Board has determined that each member of our audit committee has sufficient knowledge regarding fundamental financial statements to serve on the audit committee. Our Board has also determined that each of Mr. Cooper and Ms. Walsh is an “audit committee financial expert,” as defined under Item 407 of Regulation S-K.
During the fiscal year ended December 31, 2022, our audit committee met four times. The report of our audit committee is included in this proxy statement below under “Audit Committee Report.”
Compensation Committee
Our compensation committee’s responsibilities include:
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The members of our compensation committee are Kristina Burow, Carole Ho and Kathleen Walsh. Ms. Burow chairs the compensation committee. Our Board has determined that each member of the compensation committee satisfies the independence standards of the applicable rules of Nasdaq applicable to compensation committee members and meets the independence criteria set forth in Rule 10C-1 under the Exchange Act. Our compensation committee may delegate any of the responsibilities of the full committee to subcommittees and may delegate certain responsibilities of the full committee to executive officers of the Company and other persons as may be permitted by applicable laws, rules or regulations and in accordance with the listing standards set forth by Nasdaq.
During the fiscal year ended December 31, 2022, our compensation committee met six times. The report of our compensation committee is included in this proxy statement below under “Compensation Committee Report.”
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee’s responsibilities include:
The members of our nominating and corporate governance committee are Mark Fishman, M.D., Carole Ho, M.D. and John Maraganore, Ph.D. Dr. Fishman chairs our nominating and corporate governance committee. Our Board has determined that each member of our nominating and corporate governance committee satisfies the independence standards of the applicable rules of Nasdaq.
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During the fiscal year ended December 31, 2022, our nominating and corporate governance committee met two times.
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee. Kristina Burow, who is a member of our compensation committee, has certain relationships that are disclosed in the section titled “Certain Relationships and Related Person Transactions” below. Ms. Burow is a member of the board of directors of Orbital Therapeutics, Inc. (“Orbital”), as well as an affiliate of ARCH Venture Partners, which holds approximately 30% of the outstanding shares of Orbital. For more information on the relationships among Ms. Burow, Orbital, ARCH Venture Partners and us, see “Certain Relationships and Related Person Transactions—Orbital License and Research Collaboration Agreement.”
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics (the “Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the Code is available on the investor section of our website at investors.beamtx.com. The information on our website is not a part of this proxy statement. We intend to disclose on our website any amendments to, or waivers from, our Code that are required to be disclosed pursuant to SEC rules.
Policy on Trading, Pledging and Hedging of Company Stock
Certain transactions in our securities create a heightened compliance risk or could create the appearance of misalignment between our employees, including our management, and stockholders. As a result, our insider trading policy expressly prohibits all of our employees, including our NEOs, directors and their respective family members and designees, from engaging in speculative transactions in our stock, including buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, and buying or selling derivatives on our securities and otherwise using financial instruments, such as prepaid variable forwards, equity swaps and exchange funds, to hedge or offset, or that are designed to hedge or offset, any decrease in the market value of our securities. Our insider trading policy also prohibits all of our employees, including our NEOs, and our directors from pledging our securities as collateral for a loan.
Director Nomination Process
The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to current directors and potential candidates, and interviews of selected candidates by management, recruiters and members of the committee and our Board. In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, including candidates recommended by stockholders, our nominating and corporate governance committee takes into account the criteria for membership on our Board as set forth in our corporate governance guidelines, including a candidate’s ability, judgment and experience and the overall diversity and composition of our Board. We also value experience on other public company boards of directors and board committees. Our nominating and corporate governance committee does not have a policy (formal or informal) with respect to diversity, but takes into consideration each candidate’s ability, judgment and experience to oversee our Company’s business, and contribution to the overall diversity of our Board when recommending director nominees.
The biography for each of the director nominees included herein indicates each nominee’s experience, qualifications, attributes and skills that led our nominating and corporate governance committee and our Board to conclude each such director should continue to serve as a director of our Company. Our nominating and corporate governance committee and our Board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our Board as a whole.
Stockholders have the right under our bylaws to directly nominate director candidates for election at an annual meeting of stockholders, without any action or recommendation on the part of the nominating and corporate governance committee or our Board, by submitting to the Company their names, together with appropriate biographical information and background materials, a statement as to the number of shares of our common stock beneficially owned by the stockholder making the recommendation, and certain other information required by our bylaws. to: Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142, Attention: Secretary. Assuming that appropriate biographical and background material has been provided on or before the dates set forth in this proxy statement under the heading “General Matters – Shareholder Proposals for our 2024 Annual Meeting of Stockholders”, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process,
13
and applying substantially the same criteria, as it follows for candidates submitted by others. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting of stockholders.
Communication with Directors
Any stockholders or other interested parties desiring to communicate with our Board, or one or more of our directors, may send a letter addressed to the Board of Directors of Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142. All such letters will be promptly forwarded to the appropriate members of our Board or individual directors, as applicable, by our Secretary. The mailing envelope should contain a clear notation that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters should clearly state whether the intended recipients are all members of our Board or certain specified individual directors.
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EXECUTIVE OFFICERS
Below is a list of the names, ages as of April 21, 2023 and positions, and a brief account of the business experience of the individuals who serve as our executive officers.
Name |
|
Age |
|
Position |
John Evans |
|
45 |
|
Chief Executive Officer and Director |
Giuseppe Ciaramella, Ph.D. |
|
54 |
|
President |
Terry-Ann Burrell |
|
46 |
|
Chief Financial Officer and Treasurer |
Christine Bellon, Ph.D. |
|
58 |
|
Chief Legal Officer and Secretary |
Amy Simon, M.D. |
|
59 |
|
Chief Medical Officer |
Executive Officer Biographies
The biographical information pertaining to Mr. Evans, who is a director and executive officer of our Company, is included under “Director Biographies,” above.
Giuseppe Ciaramella, Ph.D., has served as our President since January 2020 and also previously served as our Chief Scientific Officer from February 2018 to February 2023. Dr. Ciaramella has 25 years of drug discovery experience across different therapeutic modalities, from small molecule, to biologics, to advanced medicinal products, such as mRNA. Since March 2022, Dr. Ciaramella has served as the interim Chief Executive Officer and as a member of the board of directors of Orbital Therapeutics, Inc. Prior to joining Beam, Dr. Ciaramella was the Chief Scientific Officer of the Infectious Diseases division of Moderna Therapeutics, a biopharmaceutical company, from 2014 until February 2018, where he was instrumental in generating some of the first LNP-encapsulated, mRNA vaccines to be dosed in humans, which technology formed the backbone of its authorized vaccine for the prevention of COVID-19. From 2011 until 2014, Dr. Ciaramella served as Executive Director at AstraZeneca, a biopharmaceutical company, where he led their small molecule antiviral strategy. Between 2010 and 2011 he served as Vice President and Head of Collaborative Research at Boehringer Ingelheim, a pharmaceutical company, where he had responsibility for external research. Prior to Boehringer Ingelheim, he spent 14 years at Pfizer Inc., a biopharmaceutical company, in the United Kingdom where he held several leadership positions, including head of Biotherapeutics, head of Antivirals and head of the Hit Discovery Group. Dr. Ciaramella is a member of the Infectious Diseases Society of America and of the American Society of Gene Therapy. Dr. Ciaramella holds a Ph.D. in Biochemistry from University College London.
Terry-Ann Burrell has served as our Chief Financial Officer since August 2019 and also as our Treasurer since September 2019. From May 2008 to August 2019, Ms. Burrell worked at J.P. Morgan Securities LLC, where she most recently served as Managing Director. Ms. Burrell was responsible for deal execution across both mergers and acquisitions and capital markets. In her role, she advised biotechnology and pharmaceutical companies on strategic considerations, including mergers and acquisitions, initial public and secondary offerings and valuation analysis. Ms. Burrell currently serves on the board of directors of Recursion Pharma, a biotherapeutics company. Ms. Burrell holds a bachelor’s degree from Harvard College and an MBA from New York University’s Leonard N. Stern School of Business.
Christine Bellon, Ph.D., has served as our Chief Legal Officer since April 2019. Prior to joining Beam, she served as Senior Vice President, General Counsel and Corporate Secretary for Forma Therapeutics from October 2017 until April 2019. Prior to Forma, Dr. Bellon was Senior Vice President of Legal Affairs for Relay Therapeutics from July 2016 until October 2017. Prior to Relay, she served as Vice President of Legal Affairs and Corporate Secretary at Blueprint Medicines. Earlier in her career, Dr. Bellon practiced law and served in legal leadership roles at Hydra Biosciences and Infinity Pharmaceuticals. Dr. Bellon holds a B.S. in chemistry from Yale University; a Ph.D. in organic chemistry from the Massachusetts Institute of Technology, where she did research in the laboratory of K. Barry Sharpless; and a J.D. from Columbia Law School. Dr. Bellon is a trustee of the Boston Museum of Science.
Amy Simon, M.D., has served as our Chief Medical Officer since March 2021. From April 2010 to March 2021, Dr. Simon worked at Alnylam Pharmaceuticals in roles with increasing responsibility for the clinical development of RNAi-based medicines, most recently as Vice President of Clinical Development. Previously, Dr. Simon served as a professor and a director of the Asthma Center in the Pulmonary and Critical Care Division at Tufts University School of Medicine and as a professor at Tufts Graduate School of Biomedical Science, where her laboratory conducted basic science research on asthma. She began her career in clinical practice, training as a resident in internal medicine and as a fellow in pulmonary and critical care medicine at Tufts Medical Center. Dr. Simon holds a B.A. in history and science from Harvard University, and an M.D. from Tufts University School of Medicine.
15
COMPENSATION DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis describes the philosophy, objectives and structure of our 2022 executive compensation program and includes discussion and background information regarding the compensation of our NEOs. This information is intended to be read in conjunction with the section titled “Executive Compensation” immediately following this section, which provide further historical compensation information.
Our NEOs for 2022 were:
Executive Summary
2022 Business Highlights
We are committed to establishing the leading, fully integrated platform for precision genetic medicines. Our vision is to provide life-long cures to patients suffering from serious diseases. To achieve this vision, we have assembled a platform that includes a suite of gene editing and delivery technologies and are establishing internal manufacturing capabilities.
In 2022, we made significant progress toward achieving our vision:
Compensation Program Overview
The fundamental philosophy of our executive compensation program set by our compensation committee is pay for performance. We have also designed our compensation program to balance performance-based compensation over the short and long term to incentivize
16
decisions and actions that promote stockholder value and focus our executives on performance that benefits our stockholders, while discouraging inappropriate risk-taking behaviors. As described in more detail below, key elements of our compensation program include the following fixed and variable compensation elements:
|
|
|
|
|
Compensation Elements |
|
Purpose |
|
Features |
|
|
|
|
|
Base Salary |
|
To attract, motivate and retain superior executive talent with stable financial compensation. |
|
Fixed component of pay based on responsibilities, experience, individual contributions and peer company data. |
|
|
|
|
|
Annual Performance- |
|
To reward the achievement of annual performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention. |
|
Variable component of pay based on annual quantitative and qualitative achievement of corporate business objectives. |
|
|
|
|
|
Long-Term Equity Incentives |
|
To motivate and retain executives to achieve multi-year strategic goals while aligning their interests with those of stockholders through long-term incentives linked to value creation. |
|
Long-term variable compensation incentive in the form of stock options and restricted stock units (“RSUs”). |
In addition to our direct compensation elements, the following features of our compensation program are designed to align with stockholder interests and best practices, achieve our compensation philosophy and support our business goals:
|
What We Do |
|
|
What We Don’t Do |
|
|
|
|
|
☑ |
Align compensation with performance |
|
☒ |
Guarantee salary increases, bonuses, or equity awards |
☑ |
Compensate primarily through variable, at-risk incentive pay |
|
☒ |
Provide excessive severance payments |
☑ |
Set challenging corporate performance goals |
|
☒ |
Provide excessive perquisites |
☑ |
Consult with an independent compensation advisor on compensation levels and practices |
|
☒ |
Provide tax gross-up payments for any change-in-control payments |
☑ |
Maintain a compensation committee with independent directors |
|
☒ |
Stock option re-pricings without shareholder approval |
☑ |
Use an industry-specific peer group tailored to current market capitalization and stage of development and verifiable market data to determine competitive pay |
|
☒ |
Supplemental executive retirement plans |
☑ |
Set challenging short- and long-term incentive program goals |
|
|
|
☑ |
Responsibly use shares under our long-term incentive program |
|
|
|
☑ |
Grant equity awards with meaningful vesting periods |
|
|
|
☑ |
Provide market-competitive benefits for executives which are consistent with the rest of our employees |
|
|
|
☑ |
Maintain robust anti-hedging and anti-pledging policies |
|
|
|
Compensation Philosophy and Objectives
Our compensation committee believes a well-designed compensation program should align executive interests with stockholder interests by supporting achievement of our primary business goals, as well as the attraction and retention of employees whose talents, expertise, leadership and contributions are expected to sustain growth in long-term stockholder value. Consequently, we are committed to a strong performance orientation in our compensation program. Our compensation committee regularly reviews our compensation practices to ensure that they are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to our employees and directors is fair, reasonable and competitive.
Following our initial public offering in 2020, we have made gradual changes to our executive compensation program to adopt practices that are appropriate for our status as a publicly traded company as well as changes in our business and industry. Our compensation committee and Board believe it appropriate to continue to fine tune our executive compensation program but generally have avoided dramatic changes since we became a publicly traded company. Consistent with good governance practices, we work with our independent compensation consultants to regularly review and update our executive compensation program.
Compensation Determination Process
17
Role of the Compensation Committee and Board of Directors
Our compensation committee is responsible for overseeing the total compensation of our executive officers. In this capacity, our compensation committee designs, implements, determines and approves all compensation for our executive officers. The compensation committee reports to our Board regarding discussions and approvals related to executive compensation matters, seeking input from our Board as appropriate. Board compensation is assessed by the compensation committee and recommendations for changes to Board compensation are recommended to our full Board for approval. The compensation committee’s recommendations regarding executive compensation are based on the committee’s assessment of Company performance and the performance of each individual executive officer, as well as other factors, such as prevailing industry trends and the competitive market for executive talent.
Role of Management
Our CEO and Chief Human Resources Officer (“CHRO”) routinely make recommendations to our compensation committee, attend certain compensation committee meetings and are involved in the process for determining our executive officers’ compensation. Our CEO does not make recommendations as to his own compensation or participate in compensation committee discussion regarding his compensation. The compensation committee reviews the recommendations from our CEO and CHRO, in conjunction with data and recommendations provided by the committee’s independent compensation consultants. The compensation committee then considers these recommendations and may adjust compensation up or down as it determines to be appropriate. The compensation committee will then approve, or make recommendations to our Board to approve, each executive officer’s total compensation, including the individual pay component.
Use of Independent Compensation Consultant
Our compensation committee is authorized to retain the services of one or more compensation consultants in connection with the establishment of our executive compensation programs and related policies. For 2022, our compensation committee engaged Aon’s Human Capital Solutions practice (“Aon”), as well as Pay Governance LLC (“Pay Governance”), as its independent compensation consultants to advise on executive compensation matters, including overall compensation program design, peer group development and updates, and collecting market data to inform our compensation programs for our executives and members of our Board.
We develop our compensation programs after reviewing publicly available compensation data, and we also subscribe to Aon’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. Our compensation committee has the authority to select, retain and terminate our compensation consultants, as well as to approve any fees, terms or other conditions of their service. Compensation consultants regularly attend meetings of our compensation committee and report directly to our compensation committee and not to management. When directed to do so by our compensation committee, our compensation consultants also work collaboratively with Company management, including our CEO and CHRO, to develop analyses and proposals for presentations to our compensation committee. Our compensation committee reviews the performance of our independent consultants on an annual basis and determines whether to continue the engagement. Our compensation committee has assessed the independence of Aon and Pay Governance consistent with SEC rules and Nasdaq listing standards and has concluded that the engagement of Aon and Pay Governance did not raise any conflicts of interest that would prevent these consultants from independently advising our compensation committee.
Compensation-Setting Factors
Our compensation committee considers the factors outlined below when determining and approving both target and actual compensation for our NEOs:
18
These factors provide the framework for compensation decisions for each of our NEOs. Our compensation committee does not assign relative weights or rankings to these factors and does not consider any single factor as determinative when making compensation decisions for our executive officers. Rather, our compensation committee believes it is best to rely on their own knowledge of our business and industry and therefore they use judgment in assessing each of these factors and making compensation decisions.
Say-on-Pay Vote Results
At our 2022 annual meeting of stockholders, we conducted a non-binding advisory vote on the compensation of our NEOs as disclosed in our 2022 proxy statement, commonly referred to as a “say-on-pay” vote. We received substantial support for our compensation practices, with approximately 87% of the votes cast on this proposal cast in favor of the compensation paid to our NEOs. Our compensation committee and Board take the “say-on-pay” voting results into account in determining the compensation of our NEOs. Our compensation committee and Board believe that the strong level of support evidenced by last year’s “say on pay” vote indicates that the design of our current executive compensation program is aligned with what stockholders believe will create long-term stockholder value. Accordingly, the compensation committee decided to maintain our general approach to executive compensation in 2023, in part, as a result of the 2022 “say-on-pay” vote. Our compensation committee and Board will continue to consider stockholder input and proactively monitor our compensation program to ensure it continues to align the interests of our NEOs with the interests of our stockholders.
Use of a Peer Group
Our compensation committee approves a peer group of companies as a reference to provide a broad perspective on competitive pay levels and practices within our industry. The peers are reviewed on an annual basis in light of the fast-moving changes in our business and our industry. We undertake this review with the assistance and recommendations of our compensation consultants.
In September 2021, our compensation committee approved a peer group for use in making 2022 compensation decisions. Our compensation committee used the following guidelines in determining the appropriate peers:
Our peer group for 2022 was comprised of the following companies:
Alector, Inc. |
|
Editas Medicine, Inc. |
|
Mirati Therapeutics, Inc. |
Allakos Inc. |
|
Fate Therapeutics Inc. |
|
Rocket Pharmaceuticals, Inc. |
Allogene Therapeutics, Inc. |
|
Generation Bio Co. |
|
Rubius Therapeutics, Inc. |
Apellis Pharmaceuticals, Inc. |
|
IGM Biosciences, Inc. |
|
Sana Biotechnology, Inc. |
BridgeBio Pharma Inc. |
|
ImmunityBio, Inc. |
|
Verve Therapeutics, Inc. |
CRISPR Therapeutics AG |
|
Intellia Therapeutics, Inc. |
|
|
Denali Therapeutics |
|
Lyell Immunopharma |
|
|
We set target cash and equity compensation after reviewing the compensation paid to executives within our compensation peer group and considering other market information. We target cash and equity compensation for our executives to be aligned with executives in our compensation peer group; however, our own performance and the individual performance of our executive officers informs decisions on compensation. In setting actual compensation levels, our compensation committee considers the executive’s experience, performance levels, existing equity holdings and market factors as deemed appropriate.
Pay Components
Base Salary
19
We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our NEOs. None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. On an annual basis, our compensation committee reviews and evaluates the need for adjustment of the base salaries of our executive officers based on, among other things, changes and expected changes in the scope of an executive officer’s responsibilities, including promotions, the individual contributions made by and performance of the executive officer during the prior year, our overall growth and development as a company and general salary or other market trends in our industry.
In January 2022, our compensation committee approved salary increases for each of our NEOs based on a review of market data provided by Aon, the current compensation levels of our NEOs and our performance against our 2021 corporate performance goals. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our NEOs:
Name |
|
2021 Base Salary |
|
2022 Base Salary |
|
Increase |
John Evans |
|
590,105 |
|
650,000 |
|
10.1 |
Giuseppe Ciaramella, Ph.D. |
|
500,000 |
(1) |
585,000 |
|
17.0 |
Terry-Ann Burrell |
|
441,000 |
|
480,000 |
|
8.8 |
Annual Performance-Based Cash Bonuses
Our Board has adopted a cash incentive plan that provides for cash bonus payments to eligible executives based upon the attainment of corporate performance goals established by our compensation committee for the company during the first quarter of the applicable fiscal year. We believe this bonus plan provides incentives that motivate and reward achievement of performance goals that directly correlate to enhancement of stockholder value, consistent with our compensation philosophy. Each executive officer who is selected to participate in the cash incentive plan has a target award opportunity set for each performance period. We do not establish threshold or maximum payments under our bonus plan, as our compensation committee believes it is appropriate to retain discretion in determining bonus amounts.
Our performance goals vary from year to year. For 2022, these included:
Our compensation committee and our Board review our achievement of the performance goals in their totality, considering our overall performance for the year, and come to a general, subjective conclusion as to whether the performance goals were met, and whether there were any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. Our compensation committee and our Board believe that maintaining discretion to evaluate corporate performance at the close of the year based on the totality of the circumstances, and the discretion to award or fail to award bonus compensation without reliance on rote calculations under set formulas is appropriate in responsibly discharging their duties.
Based on our strong corporate performance in 2022 in relation to our goals, our compensation committee determined that all of our employees, including our NEOs, would receive bonuses in the amount of 115% of their targets. The cash incentive plan payments for each of our NEOs for 2022 was as follows:
Name |
|
Target Award |
|
2022 Target Cash Incentive Payment |
|
2022 Actual Cash Incentive Payment |
John Evans |
|
60 |
% |
390,000 |
|
448,500 |
Giuseppe Ciaramella, Ph.D. |
|
50 |
% |
292,500 |
|
336,375 |
Terry-Ann Burrell |
|
40 |
% |
192,000 |
|
220,800 |
Long-Term Equity Incentives
20
We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention.
Prior to 2021, we typically used stock options to compensate our executive officers in the form of initial grants in connection with the commencement of employment and on an annual basis as our executive officers continue their employment. In March 2021, we incorporated RSUs as part of our equity compensation program and began to grant a combination of stock options and RSUs at a fixed ratio of two option shares for each RSU. Our compensation committee structured the mix of equity vehicles and the relative weight assigned to each type of award to motivate stock price appreciation over the long term through stock options, which deliver value only if the stock price increases, and to ensure some amount of value delivery through the RSUs, which are complementary because they have upside potential but deliver some value even during periods of stock price or market underperformance, while also reinforcing an ownership culture and commitment to us. In deciding to incorporate RSUs into our equity incentive compensation program, our compensation committee considered a host of factors, including annual long-term incentive values, annual equity awards expressed as a percent of total shares outstanding, total annual and cumulative dilution, the retentive value of outstanding awards, total equity ownership and the equity compensation practices of other companies in our industry that compete with us for talent.
In determining the size of the equity awards granted to our NEOs, our compensation committee, with assistance from our compensation consultants, considers our company performance, individual performance, the potential for enhancing the creation of value for our stockholders, our broader organizational equity needs and overall dilution, as well as industry and peer group practices. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer practices and is consistent with our overall equity needs and dilution levels.
In January 2022, our compensation committee approved the grant of stock options and RSUs to our NEOs in the amounts set forth in the table below.
Name |
|
Option Award |
|
RSU Award |
|
Grant Date Fair Value of Option and RSU Awards |
John Evans |
|
112,500 |
|
56,250 |
|
8,386,425 |
Giuseppe Ciaramella, Ph.D. |
|
30,000 |
|
15,000 |
|
2,236,380 |
Terry-Ann Burrell |
|
30,000 |
|
15,000 |
|
2,236,380 |
Severance and Change in Control Benefits
As discussed under “Executive Compensation” below, we offer our executives severance benefits in connection with certain termination events, as well as benefits in connection with change-in-control situations, as we believe such compensation protections are appropriate in light of similar benefits available to executive officers at companies in our compensation peer group. We believe that reasonable and competitive change-in-control payments and benefits are an important part of an executive compensation program to attract and retain senior executives. We also believe such payments and benefits are in the best interests of our stockholders because they incentivize senior executives to achieve stockholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may otherwise lead to the departure or distraction of senior executives to the detriment of our company and our stockholders.
Other Compensation Policies and Practices
Health and Welfare Benefits
Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans and commuting benefits plan, in each case, on the same basis as our other full-time employees. We believe that these competitive health and welfare benefits help ensure that we have a productive and focused workforce.
401(k) Plan
21
We maintain a tax-qualified 401(k) defined contribution plan that is intended to qualify under Section 401(k) of the Internal Revenue Service Code of 1986, as amended, and any regulations promulgated thereunder (the “Internal Revenue Code”). In general, all of our full-time employees, including our NEOs, are eligible to participate in our 401(k) plan. Our 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce a portion of their current compensation by up to the statutorily prescribed limit and have the amount of the reduction contributed to the 401(k) plan. We provide an employer matching contribution equal to 50% of a participant’s eligible contributions of up to 6% of eligible compensation, subject to certain limits established by the Internal Revenue Code. Our matching contributions are 100% vested when made. Matching contributions made to each of our NEOs are included in the “Executive Compensation—Summary Compensation Table” below. Our 401(k) plan is intended to provide our employees, including our NEOs, with an opportunity for tax-efficient retirement savings and long-term financial security. We do not maintain any defined benefit pension plans, non-qualified deferred compensation plans or other special or supplemental executive retirement programs.
Employee Stock Purchase Plan
Pursuant to our employee stock purchase plan, our full-time employees, including our NEOs, have an opportunity to purchase our common stock at a discount on a tax-preferred basis through payroll deductions. Our employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of our employee stock purchase plan is to encourage our full-time employees, including our NEOs, to become our stockholders and better align their interests with those of our other stockholders.
Perquisites
We do not view perquisites or other personal benefits as a significant component of our executive compensation program. We currently, and may in the future, provide perquisites to our NEOs in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes.
Anti-Hedging and Anti-Pledging Policy
Certain transactions in our securities create a heightened compliance risk or could create the appearance of misalignment between our employees, including our management, and stockholders. As a result, our insider trading policy expressly prohibits all of our employees, including our NEOs, directors and their respective family members and designees, from engaging in speculative transactions in our stock, including buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, buying or selling derivatives on our securities or otherwise engaging in hedging or monetization transactions, including prepaid variable forwards, equity swaps, collars or exchange funds, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities. Our insider trading policy also prohibits all of our employees, including our NEOs, and our directors from pledging our securities as collateral for a loan.
No Change-in-Control Tax Gross-ups
We do not provide for any tax gross-up payments to our NEOs in connection with changes-in-control.
Accounting and Tax Considerations
We account for equity compensation paid to our employees under FASB ACS 718, which requires us to estimate and record an expense over the service period of any such award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation programs and practices.
While our compensation committee generally considers the tax implications to us of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our NEOs in 2022. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid in any one year to each of certain of the company’s current and former executive officers.
Compensation Risk Assessment
Our compensation committee believes that our executive compensation program does not encourage excessive or unnecessary risk taking and, as a result, does not believe that our compensation programs are reasonably likely to have a material adverse effect on us. In reaching these conclusions, our compensation committee considered various factors, including the following:
22
23
COMPENSATION COMMITTEE REPORT
The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.
Our compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management. Based on the review and discussions, our compensation committee recommended to our Board that the “Compensation Discussion and Analysis” section be included in this proxy statement, which is incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Members of the Compensation Committee |
|
Kristina Burow (Chair) |
Carole Ho, M.D. |
Kathleen Walsh |
24
EXECUTIVE COMPENSATION
This section provides an overview of the compensation awarded to, earned by or paid to our NEOs.
Summary Compensation Table
The following table sets forth the compensation provided to our NEOs for the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively.
Name and Principal Position |
|
Year |
|
Salary |
|
|
Stock |
|
|
Option |
|
|
Non-Equity |
|
|
All Other |
|
|
Total |
|
||||||
John Evans |
|
2022 |
|
|
650,000 |
|
|
|
3,223,125 |
|
|
|
5,163,300 |
|
|
|
448,500 |
|
|
|
11,820 |
|
|
|
9,496,745 |
|
CEO |
|
2021 |
|
|
590,105 |
|
|
|
5,552,775 |
|
|
|
7,336,628 |
|
|
|
421,925 |
|
|
|
10,542 |
|
|
|
13,911,975 |
|
|
|
2020 |
|
|
529,271 |
|
|
|
— |
|
|
|
— |
|
|
|
367,813 |
|
|
|
9,684 |
|
|
|
906,768 |
|
Giuseppe Ciaramella, Ph.D. |
|
2022 |
|
|
585,000 |
|
|
|
859,500 |
|
|
|
1,376,880 |
|
|
|
336,375 |
|
|
|
11,820 |
|
|
|
3,169,575 |
|
President |
|
2021 |
|
|
500,000 |
|
|
|
2,001,000 |
|
|
|
2,643,830 |
|
|
|
380,250 |
|
|
|
10,542 |
|
|
|
5,535,622 |
|
|
|
2020 |
|
|
469,363 |
|
|
|
— |
|
|
|
6,106,551 |
|
|
|
267,188 |
|
|
|
9,684 |
|
|
|
6,852,786 |
|
Terry-Ann Burrell |
|
2022 |
|
|
480,000 |
|
|
|
859,500 |
|
|
|
1,376,880 |
|
|
|
220,800 |
|
|
|
10,350 |
|
|
|
2,947,530 |
|
CFO |
|
2021 |
|
|
441,000 |
|
|
|
1,400,700 |
|
|
|
1,850,681 |
|
|
|
229,320 |
|
|
|
17,203 |
|
|
|
3,938,904 |
|
|
|
2020 |
|
|
420,000 |
|
|
|
— |
|
|
|
— |
|
|
|
210,000 |
|
|
|
53,752 |
|
|
|
683,752 |
|
Agreements with our NEOs
Each of our NEOs is party to an amended and restated employment or letter agreement with us that sets forth the terms and conditions of his or her employment. The material terms of the agreements are described below. The terms “cause,” “good reason” and “change in control” referred to below are defined in each respective NEO’s agreement.
Mr. Evans. Our amended and restated letter agreement with Mr. Evans provides for a fixed base salary and annual bonus, subject to periodic review and adjustment by our compensation committee, with the actual amount of the bonus earned based on the terms of the applicable bonus plan developed by our Board or compensation committee. The letter agreement also provides that, for so long as Mr. Evans serves as our CEO, we will nominate him to serve as a member of our Board at each annual meeting of our stockholders at which his then-current term expires, and, if so elected at such meeting, he will continue to serve as a member of our Board. Mr. Evans’ amended and restated letter agreement contains a perpetual confidentiality covenant and an assignment of intellectual property covenant. Mr. Evans is also party to an Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement under which he has agreed not to compete with us or solicit our employees, consultants, customers or suppliers during his employment and for one year following his termination of employment and has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant.
Dr. Ciaramella. Our amended and restated employment agreement with Dr. Ciaramella provides for a fixed base salary and annual bonus, subject to periodic review and adjustment by our compensation committee, with the actual amount of the bonus earned based on the terms of the applicable bonus plan developed by our Board or compensation committee. Dr. Ciaramella’s amended and restated
25
employment agreement contains a perpetual confidentiality covenant and an assignment of intellectual property covenant. Dr. Ciaramella is also party to an Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement under which he has agreed not to compete with us or solicit our employees, consultants, customers or suppliers during his employment and for one year following his termination of employment and has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant.
Ms. Burrell. Our amended and restated letter agreement with Ms. Burrell provides for a fixed base salary and annual bonus, subject to periodic review and adjustment by our compensation committee, with the actual amount of the bonus earned based on the terms of the applicable bonus plan developed by our Board or compensation committee. Ms. Burrell is also party to an Employee Non-Solicitation, Confidentiality and Assignment Agreement under which she has agreed not to solicit our employees, independent contractors, customers, vendors or suppliers during her employment and for one year following her termination of employment and has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of the individual identified as our paid median employee to the annual total compensation of our principal executive officer. The paragraphs that follow describe our methodology and the resulting pay ratio.
We identified a median employee using our employee population as of December 31, 2022 based on base pay during 2022 and target cash bonus during 2022. We did not make any cost-of-living adjustments or adjustments for part-time employees to calculate what they would have been paid on a full-time basis, nor did we annualize compensation. Once the median employee was identified, we calculated the median employee’s annual total compensation in the same method used to calculate and report our principal executive officer's compensation.
The total compensation for 2022 for our median employee, identified as discussed above, was $262,700. Our principal executive officer’s compensation as reported in the Summary Compensation Table was $9,496,745. Therefore, our pay ratio is approximately 36 to 1.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Grants of Plan-Based Awards
The following table shows information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2022.
26
Name |
|
Grant Date |
|
|
Date of Committee Approval |
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
|
|
All Other Stock Awards: Number of Shares of Stock or Units |
|
|
All Other Option Awards: Number of Securities Underlying Options |
|
|
Exercise or Base Price of Option Awards(2) |
|
|
Grant Date Fair Value of Stock and Option Awards(3) |
|
|||||||
|
|
|
|
|
|
|
|
Target |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John Evans |
|
|
— |
|
|
|
— |
|
|
|
390,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1/31/2022 |
|
|
1/31/2022 |
|
|
|
— |
|
|
|
|
|
|
112,500 |
|
|
69.21 |
|
|
|
5,163,300 |
|
||||
|
|
3/31/2022 |
|
|
1/31/2022 |
|
|
|
— |
|
|
|
56,250 |
|
|
|
— |
|
|
|
— |
|
|
|
3,223,125 |
|
||
Giuseppe Ciaramella, Ph.D. |
|
|
— |
|
|
|
— |
|
|
|
292,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1/31/2022 |
|
|
1/31/2022 |
|
|
|
— |
|
|
|
— |
|
|
|
30,000 |
|
|
69.21 |
|
|
|
1,376,880 |
|
|||
|
|
3/31/2022 |
|
|
1/31/2022 |
|
|
|
— |
|
|
|
15,000 |
|
|
|
— |
|
|
|
— |
|
|
|
859,500 |
|
||
Terry-Ann Burrell |
|
|
— |
|
|
|
— |
|
|
|
192,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1/31/2022 |
|
|
1/31/2022 |
|
|
|
— |
|
|
|
— |
|
|
|
30,000 |
|
|
69.21 |
|
|
|
1,376,880 |
|
|||
|
|
3/31/2022 |
|
|
1/31/2022 |
|
|
|
— |
|
|
|
15,000 |
|
|
|
— |
|
|
|
— |
|
|
|
859,500 |
|
||
Outstanding Awards at Fiscal Year-End
The following table sets forth information concerning outstanding equity awards held by our NEOs as of December 31, 2022.
27
|
|
Option Awards |
|
Stock Awards |
||||||||||
Name |
|
Number of |
|
Number of |
|
Equity |
|
Option |
|
Option |
|
Number |
|
Market Value |
John Evans |
|
— |
|
— |
|
— |
|
— |
|
— |
|
52,032 |
(2) |
2,034,972 |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
56,250 |
(3) |
2,199,938 |
|
|
99,336 |
|
— |
|
99,336 |
|
0.67 |
|
5/8/2028 |
(4) |
— |
|
— |
|
|
237,141 |
|
— |
|
— |
|
1.03 |
|
7/13/2028 |
(5) |
— |
|
— |
|
|
53,964 |
|
— |
|
53,965 |
|
4.22 |
|
2/13/2029 |
(6) |
— |
|
— |
|
|
164,295 |
|
46,459 |
|
— |
|
7.22 |
|
5/17/2029 |
(7) |
— |
|
— |
|
|
60,703 |
|
78,047 |
|
— |
|
80.04 |
|
3/31/2031 |
(8) |
— |
|
— |
|
|
25,781 |
|
86,719 |
|
— |
|
69.21 |
|
1/31/2032 |
(9) |
— |
|
— |
Giuseppe Ciaramella, Ph.D. |
|
— |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
(10) |
733,313 |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
15,000 |
(11) |
586,650 |
|
|
9,106 |
|
27,317 |
|
27,318 |
|
0.67 |
|
5/8/2028 |
(12) |
— |
|
— |
|
|
191,202 |
|
— |
|
— |
|
0.67 |
|
5/8/2028 |
(13) |
— |
|
— |
|
|
85,946 |
|
— |
|
— |
|
1.03 |
|
7/13/2028 |
(14) |
— |
|
— |
|
|
4,326 |
|
8,652 |
|
12,979 |
|
4.22 |
|
2/13/2029 |
(15) |
— |
|
— |
|
|
64,302 |
|
25,344 |
|
— |
|
7.22 |
|
5/17/2029 |
(16) |
— |
|
— |
|
|
18,448 |
|
4,855 |
|
— |
|
7.22 |
|
5/31/2029 |
(17) |
— |
|
— |
|
|
283,302 |
|
149,011 |
|
— |
|
17.00 |
|
2/5/2030 |
(18) |
— |
|
— |
|
|
21,875 |
|
28,125 |
|
|
|
80.04 |
|
3/31/2031 |
(19) |
— |
|
— |
|
|
6,875 |
|
23,125 |
|
|
|
69.21 |
|
1/31/2032 |
(20) |
— |
|
— |
Terry-Ann Burrell |
|
— |
|
— |
|
— |
|
— |
|
— |
|
13,125 |
(21) |
513,319 |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
15,000 |
(22) |
586,650 |
|
|
217,899 |
|
65,042 |
|
— |
|
13.68 |
|
8/31/2029 |
(23) |
— |
|
— |
|
|
15,312 |
|
19,688 |
|
— |
|
80.04 |
|
3/31/2031 |
(24) |
— |
|
— |
|
|
6,875 |
|
23,125 |
|
— |
|
69.21 |
|
1/31/2032 |
(25) |
— |
|
— |
28
29
Options Exercised and Stock Vested
The following table sets forth, for each of our NEOs, information with respect to the exercise of stock options or vesting of stock awards during the fiscal year ended December 31, 2022.
|
|
Option Awards |
|
Stock Awards |
||||
Name |
|
Number of Shares Acquired on Exercise |
|
Value Realized on Exercise(1) |
|
Number of Shares Acquired on Vesting (#) |
|
Value Realized on Vesting(2) |
John Evans |
|
159,450 |
|
9,033,400 |
|
38,039 |
(3) |
2,179,635 |
Giuseppe Ciaramella, Ph.D. |
|
31,363 |
|
1,271,442 |
|
6,250 |
|
358,125 |
Terry-Ann Burrell |
|
— |
|
— |
|
4,375 |
|
250,687 |
Severance Upon Termination of Employment; Change in Control
Mr. Evans. Under his amended and restated letter agreement, if Mr. Evans’s employment is terminated by us without cause or by him for good reason, he will be entitled to receive (i) continued payment of his base salary for a period of 12 months, (ii) an amount equal to his target annual bonus for the year of termination, pro-rated to reflect the portion of the calendar year during which he was employed, (iii) continued vesting for 12 months of any unvested equity awards, (iv) extended exercisability of the options granted to him on May 8, 2018 and July 13, 2018 until the earlier of the expiration of the original term and the date that is 24 months following his termination and (v) payment of his full COBRA premiums for 12 months following his termination (or, if earlier, until the date on which Mr. Evans becomes eligible for coverage under a subsequent employer’s medical plan), subject to his eligibility for, and timely election of, COBRA coverage.
In the event of a change in control, any unvested equity awards held by Mr. Evans, other than the portion of such equity awards that would otherwise have vested during the six-month period following such change in control (referred to as the “carved-out equity”), will become fully vested and exercisable. The carved-out equity will remain outstanding and eligible to vest in accordance with its terms. Under his amended and restated letter agreement, if Mr. Evans’s employment is terminated by us without cause or by him for good reason within 12 months following or within 30 days immediately prior to the change in control, he will be entitled to receive (i) continued payment of his base salary for a period of 18 months following termination, (ii) an amount equal to 1.5 multiplied by his target annual bonus for the year of termination, (iii) immediate vesting of any unvested equity awards, (iv) extended exercisability of the options granted to him on May 8, 2018 and July 13, 2018 until the earlier of the expiration of the original term and the date that is 24 months following his termination and (v) payment of his full COBRA premiums for 18 months following his termination (or, if
30
earlier, until the date on which Mr. Evans becomes eligible for coverage under a subsequent employer’s medical plan), subject to his eligibility for, and timely election of, COBRA coverage.
Dr. Ciaramella. Under his amended and restated employment agreement, if Dr. Ciaramella’s employment is terminated by us without cause or by him for good reason, he will be entitled to receive (i) continued payment of his base salary for a period of 12 months, (ii) an amount equal to his target annual bonus for the year of termination, pro-rated to reflect the portion of the calendar year during which he was employed, (iii) continued vesting for 12 months of any unvested equity awards and (iv) payment of his full COBRA premiums for 12 months following his termination (or, if earlier, until the date on which Dr. Ciaramella becomes eligible for coverage under a subsequent employer’s medical plan), subject to his eligibility for, and timely election of, COBRA coverage.
In the event of a change in control, 50% of the unvested equity awards held by Dr. Ciaramella, other than the portion of such equity awards that would otherwise have vested during the six-month period following such change in control (referred to as the “carved-out equity”), will become fully vested and exercisable. The carved-out equity will remain outstanding and eligible to vest in accordance with its terms. Under his amended and restated employment agreement, if Dr. Ciaramella’s employment is terminated by us without cause or by him for good reason within 12 months following or within 30 days immediately prior to the change in control, he will be entitled to receive (i) continued payment of his base salary for a period of 12 months, (ii) an amount equal to his target annual bonus for the year of termination, (iii) immediate vesting of any unvested equity awards and (iv) payment of his full COBRA premiums for 12 months following his termination (or, if earlier, until the date on which Dr. Ciaramella becomes eligible for coverage under a subsequent employer’s medical plan), subject to his eligibility for, and timely election of, COBRA coverage.
Ms. Burrell. Under her amended and restated letter agreement, if Ms. Burrell’s employment is terminated by us without cause, she will be entitled to receive (i) continued payment of her base salary for a period of 12 months and (ii) payment of a portion of her COBRA premiums for 12 months following her termination (or, if earlier, until the date on which Ms. Burrell becomes eligible for coverage under a subsequent employer’s medical plan) in an amount equal to the employer portion of such premiums for active employees, subject to her eligibility for, and timely election of, COBRA coverage.
Under her amended and restated letter agreement, if Ms. Burrell’s employment is terminated by us without cause or by her for good reason within 12 months following or within 30 days immediately prior to a change in control, she will be entitled to receive (i) continued payment of her base salary for a period of 12 months following termination, (ii) an amount equal to her target annual bonus for the year of termination, (iii) immediate vesting of any unvested equity awards and (iv) payment of a portion of her COBRA premiums for 12 months (or, if earlier, until the date on which Ms. Burrell becomes eligible for coverage under a subsequent employer’s medical plan) in an amount equal to the employer portion of such premiums for active employees, subject to her eligibility for, and timely election of, COBRA coverage.
Severance Subject to Release of Claims. Our obligation to provide an executive with severance payments and other benefits under the executive’s amended and restated employment or letter agreement is conditioned on the executive signing a release of claims in favor of us. In addition, our obligation to provide Mr. Evans with severance payments and other benefits under his amended and restated letter agreement is conditioned on his remaining available to provide consulting services to us as reasonably requested by our Board.
Estimated Payment and Benefits Upon Termination or Change in Control
The amount of compensation and benefits payable to each NEO who was employed on December 31, 2022 under their current employment agreements in various termination and change in control situations has been estimated in the table below. The value of the equity award vesting acceleration was calculated based on the assumption that the change in control and the NEO’s employment termination occurred on December 31, 2022. The per share closing price of our stock on the Nasdaq Global Select Market as of December 30, 2022 was $39.11, which was used as the value of a share of our stock for the calculations below. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying stock options subject to vesting acceleration as of December 31, 2022 by the difference between the per share closing price of our common stock as reported on the Nasdaq Global Select Market on December 30, 2022 and the exercise price for such unvested stock options. The value of the RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2022 by the per share closing price of our common stock as reported on the Nasdaq Global Select Market on December 30, 2022.
31
Name/Triggering Event |
|
Cash Severance |
|
|
Bonus Payment |
|
|
Health Care Continuation |
|
|
Value of Equity Acceleration |
|
|
Total |
|
|||||
John Evans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Qualifying Termination(2) |
|
|
650,000 |
|
(3) |
|
390,000 |
|
(4) |
|
24,447 |
|
(5) |
|
2,709,866 |
|
(6) |
|
3,774,313 |
|
Change in Control |
|
— |
|
|
— |
|
|
— |
|
|
|
9,300,580 |
|
(7) |
|
9,300,580 |
|
|||
Change in Control with a Qualifying Termination(2) |
|
|
975,000 |
|
(8) |
|
585,000 |
|
(9) |
|
36,670 |
|
(10) |
|
11,417,802 |
|
(11) |
|
13,014,472 |
|
Giuseppe Ciaramella, Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Qualifying Termination(2) |
|
|
585,000 |
|
(3) |
|
282,500 |
|
(4) |
|
24,447 |
|
(5) |
|
4,178,102 |
|
(6) |
|
5,070,049 |
|
Change in Control |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,349,811 |
|
(12) |
|
2,349,811 |
|
Change in Control with a Qualifying Termination(2) |
|
|
585,000 |
|
(3) |
|
282,500 |
|
(4) |
|
24,447 |
|
(5) |
|
8,432,517 |
|
(11) |
|
9,324,464 |
|
Terry-Ann Burrell |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Not for Cause Termination |
|
|
480,000 |
|
(3) |
— |
|
|
|
24,447 |
|
(5) |
— |
|
|
|
504,447 |
|
||
Change in Control with a Qualifying Termination(2) |
|
|
480,000 |
|
(3) |
|
192,000 |
|
(4) |
|
24,447 |
|
(5) |
|
2,753,987 |
|
(11) |
|
3,450,434 |
|
32
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company.
Pay Versus Performance Table
The table below presents information on the compensation of our principal executive officer (“PEO”) and our other NEOs in comparison to certain performance metrics for the years ended December 31, 2022, 2021 and 2020. The metrics discussed within this section are not those that our compensation committee uses when setting executive compensation. The use of the term “Compensation Actually Paid” (“CAP”) is required by SEC rules. Neither CAP nor the total amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually earned or received by or paid to the executives during the applicable year.
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment Based on: |
|
|
||
Year |
|
SCT Total for PEO(1)(2) |
|
CAP to PEO(1)(3) |
|
Average SCT Total for Other NEOs(1)(2) |
|
Average CAP to Other NEOs(1)(3) |
|
TSR(4) |
|
Peer Group TSR(5) |
|
Net Loss(6) |
2022 |
|
|
( |
|
|
( |
|
|
|
( |
||||
2021 |
|
|
|
|
|
|
|
( |
||||||
2020 |
|
|
|
|
|
|
|
( |
||||||
Year |
|
SCT Total for PEO |
|
Minus Stock and Option Awards from SCT |
|
Plus Year-End Equity Value of Unvested Awards Granted During Year |
|
Plus Change in Value of Unvested Awards Granted in Prior Years |
|
Plus Value of Awards Granted and Vested During Year ($) |
|
Plus Change in Value of Prior Years’ Awards Vested During Year ($) |
|
CAP to PEO |
2022 |
|
|
( |
|
|
( |
|
|
( |
|
( |
|||
2021 |
|
|
( |
|
|
( |
|
|
|
|||||
2020 |
|
|
— |
|
— |
|
|
— |
|
|
Year |
|
Avg. SCT Total for Other NEOs |
|
Minus Avg. Stock and Option Awards from SCT |
|
Plus Avg. Year-End Equity Value of Unvested Awards Granted During Year |
|
Plus Avg. Change in Value of Unvested Awards Granted in Prior Years |
|
Plus Avg. Value of Awards Granted and Vested During Year |
|
Plus Avg. Change in Value of Prior Years’ Awards Vested During Year |
|
Average CAP to Other NEOs |
2022 |
|
|
( |
|
|
( |
|
|
( |
|
( |
|||
2021 |
|
|
( |
|
|
( |
|
|
|
|||||
2020 |
|
|
( |
|
|
|
— |
|
|
33
Analysis of Information Presented in the Pay Versus Performance Table
As described in more detail above in “Compensation Discussion and Analysis,” our executive compensation program reflects a performance-driven compensation philosophy. While we utilize several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance Table.
CAP, TSR of the Company and Peer Group TSR
The following graph illustrates the relationship of the CAP for our PEO and other NEOs, as calculated pursuant to SEC rules, to our TSR and the TSR of the Nasdaq Biotechnology Index from February 6, 2020, the first day of trading of our common stock on the Nasdaq Global Select Market, through the end of the period presented in the Pay Versus Performance Table.
CAP and Net Loss
The following graph illustrates the relationship of the CAP for our PEO and other NEOs, as calculated pursuant to SEC rules, to our net loss over the three years presented in the Pay Versus Performance Table.
34
35
DIRECTOR COMPENSATION
This section provides an overview of the compensation awarded to, earned by or paid to members of our Board.
Director Compensation
The following table sets forth information concerning the compensation of each of our non-employee directors during the fiscal year ended December 31, 2022. Mr. Evans, our CEO, receives no compensation for his service as a director, and consequently, is not included in this table. Information regarding the compensation of Mr. Evans is included with that of our other NEOs in “Executive Compensation” above.
Name |
|
Fees Earned |
|
Option |
|
Total |
Kristina Burow |
|
50,000 |
|
385,165 |
|
435,165 |
Graham Cooper |
|
55,000 |
|
385,165 |
|
440,165 |
Mark Fishman, M.D. |
|
66,871 |
|
385,165 |
|
452,036 |
Carole Ho, M.D. |
|
49,000 |
|
385,165 |
|
434,165 |
John Maraganore, Ph.D. |
|
43,014 |
|
385,165 |
|
428,179 |
Kathleen Walsh |
|
51,264 |
|
385,165 |
|
436,429 |
Non-Employee Director Compensation Policy
Under our non-employee director compensation policy in effect for fiscal 2022, each non-employee director is eligible to receive compensation for his or her service on our Board. Each such non-employee director is eligible to receive an annual cash retainer, pro-rated to reflect any partial year of service, as set forth in the table below. In addition, each new non-employee director will be granted an option under the Beam Therapeutics Inc. 2019 Equity Incentive Plan (“the 2019 Plan”) to purchase shares of common stock having a grant date fair value, determined in accordance with FASB ASC 718, of approximately $770,000 upon his or her initial appointment or election to our Board. The stock options granted to non-employee directors upon initial appointment or election to our Board vest as to one-third of the underlying shares on the first anniversary of the date of grant and in equal monthly installments as to the remainder of the shares for two years thereafter, subject to such director’s continued service on our Board through each vesting date. Each non-employee director who was not first elected or appointed to our Board during the calendar year of an annual meeting of our stockholders will annually be granted an option under the 2019 Plan to purchase shares of common stock having a grant date fair value, determined in accordance with FASB ASC 718, of approximately $385,000 on the date of the annual meeting of stockholders. The annual stock options granted to our non-employee directors vest in full on the earlier of the first anniversary of the date of grant and the date of the next year's annual meeting of stockholders, subject to the director’s continued service on our Board through the vesting date. Compensation paid to our non-employee directors for their service on our Board is subject to the 2019 Plan, which provides that the aggregate value of all compensation granted to or paid to a director with respect to any calendar year, including equity awards under the 2019 Plan and cash fees paid by us outside of the 2019 Plan, may not exceed $750,000 (or $1,000,000 with respect to a director’s first year of service on our Board). The value of equity awards granted to a director is based on the grant date fair value of the awards, assuming a maximum payout. In March 2022, we amended our non-employee director compensation policy to provide a cash retainer for service as our lead independent director and reimbursement for director education expenses. In addition, effective March 2023, after a review of peer group data and based on a recommendation from Pay Governance, our compensation committee recommended, and our Board approved, an amendment to our non-employee director compensation policy to increase the cash retainer payable in respect of service on our Board, as set forth in the table below.
A schedule of our Board and committee cash retainer fees applicable in 2022 and 2023 is set forth in the table below.
36
Board and Committee Role |
|
2022 Fees |
|
|
2023 Fees |
|
||
Board Member |
|
|
40,000 |
|
|
|
45,000 |
|
Board Chair |
|
70,000 |
|
|
|
75,000 |
|
|
Lead Independent Director |
|
|
55,000 |
|
|
|
60,000 |
|
Audit Committee Member |
|
|
7,500 |
|
|
|
10,000 |
|
Audit Committee Chair |
|
|
15,000 |
|
|
|
20,000 |
|
Compensation Committee Member |
|
|
5,000 |
|
|
|
7,500 |
|
Compensation Committee Chair |
|
|
10,000 |
|
|
|
15,000 |
|
Nominating and Corporate Governance Committee Member |
|
|
4,000 |
|
|
|
5,000 |
|
Nominating and Corporate Governance Committee Chair |
|
|
8,000 |
|
|
|
10,000 |
|
All cash fees are paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee director. The amount of each payment will be pro-rated for any portion of a calendar quarter that a non-employee director is not serving on our Board, based on the number of calendar days served by such non-employee director.
Each non-employee director is entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee on which he or she serves as well as for reasonable expenses incurred related to continuing director education.
37
AUDIT COMMITTEE REPORT
The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act.
We operate in accordance with a written charter adopted by our Board and reviewed annually by the audit committee. We are responsible for overseeing the quality and integrity of Beam Therapeutics Inc.’s accounting, auditing and financial reporting practices. In accordance with the rules of the SEC and Nasdaq, the audit committee is composed entirely of members who are independent, as defined by the listing standards of Nasdaq and Beam Therapeutics Inc.’s Corporate Governance Guidelines. Further, our Board has determined that two of our members (Mr. Cooper and Ms. Walsh) are audit committee financial experts as defined by the rules of the SEC.
The audit committee met four times during fiscal 2022 with Beam Therapeutics Inc.’s management and Deloitte & Touche LLP, or Deloitte, Beam Therapeutics Inc.’s independent registered public accounting firm, including, but not limited to, meetings held to review and discuss the annual audited and quarterly financial statements and the Company’s earnings press releases.
We believe that we fully discharged our oversight responsibilities as described in our charter, including with respect to the audit process. We reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2022, including internal control testing under Section 404 of the Sarbanes-Oxley Act, including internal control testing under Section 404 of the Sarbanes-Oxley Act, with management and Deloitte. Management has the responsibility for the preparation of Beam Therapeutics Inc.’s financial statements, and Deloitte has the responsibility for the audit of those statements. The Audit Committee discussed with Deloitte the matters required to be discussed by Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. We received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB concerning any relationships between Deloitte and Beam Therapeutics Inc. and the potential effects of any disclosed relationships on Deloitte’s independence, and discussed with Deloitte its independence. We reviewed with Deloitte their audit plans, audit scope, identification of audit risks and their audit efforts, and discussed and reviewed the results of Deloitte’s examination of Beam Therapeutics Inc.’s financial statements both with and without management.
The Audit Committee considered any fees paid to Deloitte for the provision of non-audit related services and does not believe that these fees compromise Deloitte’s independence in performing the audit.
Based on these reviews and discussions with management and Deloitte, we approved the inclusion of Beam Therapeutics Inc.’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC. We also have selected Deloitte as the independent registered public accounting firm for the fiscal year ending December 31, 2023, subject to ratification by Beam Therapeutics Inc.’s shareholders.
Audit Committee |
|
Graham Cooper (Chair) |
Mark Fishman, M.D. |
Kathleen Walsh |
38
DELINQUENT SECTION 16(a) REPORTS
Our executive officers and directors and persons who own beneficially more than 10% of our equity securities are required under Section 16(a) of the Securities Exchange Act of 1934 to file reports of ownership and changes in their ownership of our securities with the SEC. They must also furnish copies of these reports to us. Based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, we believe that for our 2022 fiscal year our executive officers, directors and 10% beneficial owners complied with all applicable Section 16(a) filing requirements.
39
The following is a description of transactions since January 1, 2022 to which we have been a participant in which the amount involved, exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any members of their immediate family, had or will have a direct or indirect material interest.
Director Affiliations
During the fiscal year ended December 31, 2022, some of our directors were affiliated with entities that beneficially owned 5% or more of our common stock, as indicated below:
Director |
|
Principal Stockholder |
Kristina Burow |
|
Funds affiliated with ARCH Venture Partners |
John Maraganore |
|
Funds affiliated with ARCH Venture Partners |
Investor Rights Agreement
We are party to an amended and restated investor rights agreement (the “Investor Rights Agreement”) with Dr. Mark Fishman, who is a member of our Board, and with certain funds affiliated with ARCH Venture Partners. The Investor Rights Agreement imposes certain affirmative obligations on us, and also grants certain rights to the counterparties, including certain registration rights with respect to the registrable securities held by them. Other provisions of the Investor Rights Agreement were terminated upon completion of our initial public offering.
Orbital License and Research Collaboration Agreement
We are party to a license and research collaboration agreement (the “Orbital Agreement”) with Orbital Therapeutics, Inc. (“Orbital”), pursuant to which we and Orbital granted the other licenses to certain technology controlled by us necessary or reasonably useful for the non-viral delivery or the design or manufacture of ribonucleic acid for the prevention, treatment or diagnosis of human disease. Concurrently with our entry into the Orbital Agreement, Orbital issued us 75 million shares of its common stock. Giuseppe Ciaramella, our President, is a party to a consulting agreement with Orbital pursuant to which he serves as its interim Chief Executive Officer in addition to his current responsibilities to Beam. Dr. Ciaramella is also a member of Orbital’s board of directors. Terry-Ann Burrell and Christine Bellon are also parties to consulting agreements with Orbital pursuant to which they serve in interim leadership positions with Orbital in addition to their current responsibilities to Beam. Pursuant to their consulting agreements, Dr. Ciaramella was granted common stock of Orbital, and Ms. Burrell and Dr. Bellon were granted options to purchase common stock of Orbital that each vest subject to certain service-based requirements. Immediately after our entry into the Orbital Agreement, the board of directors of Orbital included three members of our Board: Kristina Burow, John Evans and John Maraganore, Ph.D. Dr. Maraganore holds common stock of Orbital that vests subject to certain service-based requirements. In addition, each of ARCH Venture Partners, which is an affiliate of each of the Company, Ms. Burow and Dr. Maraganore, is a holder of common stock and Series Seed Preferred Stock of Orbital. Collectively, Dr. Ciaramella, Ms. Burrell, Dr. Bellon and Dr. Maraganore hold less than 10% of the outstanding shares of Orbital, and ARCH Venture Partners holds approximately 30% of the outstanding shares of Orbital.
Director and Officer Indemnification and Insurance
We have agreed to indemnify each of our directors and executive officers against certain liabilities, costs and expenses, and have purchased directors’ and officers’ liability insurance. We also maintain a general liability insurance policy which covers certain liabilities of directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.
Related Person Transaction Policy
Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by our audit committee after
40
full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, our audit committee will review and consider:
Our audit committee may approve or ratify the transaction only if our audit committee determines that, under all of the circumstances, the transaction is in our best interests. Our audit committee may impose any conditions on the related person transaction that it deems appropriate. Each of the transactions described in this section occurred prior to the adoption of this policy or was approved in accordance with this policy.
41
PROPOSAL NO. 1—ELECTION OF DIRECTORS
In accordance with our certificate of incorporation and bylaws, our Board is divided into three classes of approximately equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. John Evans and John Maraganore, Ph.D., are the Class III directors whose terms expire at the Annual Meeting. Each of Mr. Evans and Dr. Maraganore has been nominated for and has agreed to stand for re-election to our Board to serve as a Class III director of our Company for a three-year term and until their successors are duly elected and qualified or until their earlier death, resignation or removal.
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THESE NOMINEES FOR CLASS III DIRECTOR, AND PROXIES SOLICITED BY OUR BOARD WILL BE VOTED IN FAVOR THEREOF, UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
(PROPOSAL 1 ON YOUR PROXY CARD)
42
PROPOSAL NO. 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We are asking our stockholders to ratify our audit committee’s appointment of Deloitte & Touche LLP (“Deloitte”), as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Deloitte has served as our independent registered public accounting firm since 2018.
Our audit committee annually reviews our independent registered public accounting firm’s independence, including reviewing all relationships between our independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of our independent registered public accounting firm, and our independent registered public accounting firm’s performance. Although ratification is not required by our bylaws or otherwise, our Board is submitting the appointment of Deloitte to our stockholders for ratification as a matter of good corporate practice. If the appointment is not ratified, our audit committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the appointment is ratified, our audit committee in its discretion may appoint a different registered public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of our Company and our stockholders.
Before selecting Deloitte, our audit committee carefully considered that firm’s qualifications as an independent registered public accounting firm for our Company. This included a review of its performance in prior years, including the firm’s efficiency, integrity and competence in the fields of accounting and auditing. Our audit committee has expressed its satisfaction with Deloitte in all of these respects.
Deloitte served as independent registered public accounting firm for our Company with respect to the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2022 and has been engaged by our audit committee to serve as our independent registered public accounting firm with respect to the audit of our consolidated financial statements for the fiscal year ending December 31, 2023. Representatives of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.
Principal Accountant Fees and Services
The following table sets forth the aggregate fees billed for the audits of fiscal years ended December 31, 2022 and 2021, and audit-related fees and all other fees billed in each of the last two fiscal years.
Fee Category |
|
2022 |
|
|
2021 |
|
||
Audit Fees(1) |
|
$ |
1,457,000 |
|
|
$ |
1,416,360 |
|
Audit-Related Fees(2) |
|
|
— |
|
|
|
— |
|
Tax Fees(3) |
|
|
187,478 |
|
|
|
46,793 |
|
All Other Fees(4) |
|
|
1,895 |
|
|
|
1,895 |
|
Total Fees |
|
$ |
1,646,373 |
|
|
$ |
1,465,048 |
|
Audit Committee Pre-Approval Policy and Procedures
Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services, other than non-audit services that are “de minimis” under Section 10A(i)(1)(B) of the Exchange Act, unless the service or category of service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below.
43
From time to time, our audit committee, or one or more members of the audit committee delegated by the audit committee, may pre-approve all auditing services and the terms thereof and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board) to be provided to the Company by the independent auditors during the next 12 months, provided that if the audit committee delegates one or more of its members to make such pre-approval decisions then such delegate(s) shall present all pre-approval decisions to the full audit committee at its next regularly scheduled meeting. Any such pre-approval details the particular service or category of service to be provided and is also generally subject to a maximum dollar amount. The audit committee also regularly receives updates from management about the services actually performed and the associated fees and expenses actually incurred. Management must obtain the specific prior approval of the audit committee for each engagement of the independent registered public accounting firm to perform other audit-related or other non-audit services, except that one or more members of the audit committee delegated by the audit committee may pre-approve engagements for non-audit services and any such approved non-audit services must then be presented to the audit committee at its next meeting. The audit committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.
During the fiscal years ended December 31, 2022 and 2021, all of the services provided to us by Deloitte were in accordance with the pre-approval policies and procedures described above.
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO RATIFY DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023, AND PROXIES SOLICITED BY OUR BOARD WILL BE VOTED IN FAVOR THEREOF, UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
(PROPOSAL 2 ON YOUR PROXY CARD).
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PROPOSAL NO. 3—ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
We are providing our stockholders with an opportunity to cast a non-binding, advisory vote to approve the compensation of our NEOs, as disclosed in this proxy statement. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which added Section 14A to the Exchange Act. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. The compensation of our NEOs subject to the vote is disclosed in the section titled "Compensation Discussion and Analysis," as well as in the compensation tables and the related narrative disclosure contained in the sections titled "Executive Compensation" and "Pay Versus Performance." As discussed in those disclosures, our executive compensation program is designed to reward value creation for stockholders and to attract, motivate and retain our executive officers, who are critical to our success. Under this program, our NEOs are rewarded for the achievement of our short- and long-term strategic and financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders. Our compensation program contains elements of cash and equity-based compensation and is designed to align the interests of our executives with those of our stockholders and paying for performance.
Accordingly, our Board is asking our stockholders to indicate their support for the compensation of our NEOs as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the related narrative disclosure, is hereby APPROVED.”
As this vote is advisory, it will not be binding upon our Board or compensation committee, and neither our Board nor our compensation committee will be required to take any action as a result of the outcome of this vote. However, our compensation committee will carefully consider the outcome of this vote when considering future executive compensation policies and decisions.
OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NEOS, AS DISCLOSED IN THIS PROXY STATEMENT.
(PROPOSAL 3 ON YOUR PROXY CARD).
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TRANSACTION OF OTHER BUSINESS
Our Board does not know of any other matters to be raised at the Annual Meeting. If any other matters not mentioned in this proxy statement are properly brought before the meeting, the appropriate executive officers and directors named in this proxy statement intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 31, 2023, unless otherwise indicated, regarding the beneficial ownership of our common stock for (i) stockholders who beneficially owned more than 5% of our common stock, (ii) each of our directors and NEOs and (iii) all of our directors and executive officers as a group.
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, subject to any applicable community property laws.
In computing the number of shares beneficially owned by an individual or entity, shares of common stock subject to options, warrants, restricted stock units, or other rights held by such person that are currently exercisable or have vested or that will become exercisable or will have vested within 60 days of March 31, 2023 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. On March 31, 2023, there were 74,435,392 shares of our common stock outstanding. Unless noted otherwise, the address of all listed stockholders is 238 Main Street, Cambridge, MA 02142.
Name of Beneficial Owner |
|
Number of |
|
|
Percentage of |
|
||
5% or Greater Stockholders: |
|
|
|
|
|
|
||
Ark Investment Management LLC(1) |
|
|
8,213,131 |
|
|
|
11.0 |
% |
FMR LLC and affiliates(2) |
|
|
7,769,016 |
|
|
|
10.4 |
% |
Funds affiliated with ARCH Venture Partners(3) |
|
|
5,843,040 |
|
|
|
7.8 |
% |
The Vanguard Group(4) |
|
|
6,273,630 |
|
|
|
8.4 |
% |
BlackRock, Inc.(5) |
|
|
5,238,280 |
|
|
|
7.0 |
% |
Directors and Named Executive Officers: |
|
|
|
|
|
|
||
John Evans(6) |
|
|
1,778,073 |
|
|
|
2.4 |
% |
Giuseppe Ciaramella, Ph.D.(7) |
|
|
781,348 |
|
|
|
1.0 |
% |
Terry-Ann Burrell(8) |
|
|
203,035 |
|
|
* |
|
|
Kristina Burow(9) |
|
|
25,821 |
|
|
* |
|
|
Graham Cooper(10) |
|
|
23,438 |
|
|
* |
|
|
Mark Fishman, M.D.(11) |
|
|
267,118 |
|
|
* |
|
|
Carole Ho, M.D.(12) |
|
|
71,547 |
|
|
* |
|
|
John Maraganore, Ph.D.(13) |
|
|
6,533 |
|
|
* |
|
|
Kathleen Walsh(14) |
|
|
12,142 |
|
|
* |
|
|
All Executive Officers and Directors as a group (11 persons)(15) |
|
|
3,336,128 |
|
|
|
4.4 |
% |
* Less than 1% of the outstanding shares of our common stock.
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48
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information as of December 31, 2022 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.
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(1) |
|
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) |
|
Equity compensation plans approved by security holders |
|
|
|
|
|
|
|
2017 Stock Option and Grant Plan |
|
2,652,763 |
|
$4.82 |
|
— |
(2) |
2019 Equity Incentive Plan |
|
4,895,629 |
|
$61.78 |
|
1,555,915 |
(3) |
2019 Employee Stock Purchase Plan |
|
— |
(4) |
— |
|
1,665,199 |
(5) |
Equity compensation plans not approved by security holders |
|
— |
|
— |
|
— |
|
Total |
|
7,548,392 |
|
$41.77 |
|
3,221,114 |
|
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GENERAL MATTERS
Shareholder Proposals for our 2024 Annual Meeting of Stockholders
Requirements for Shareholder Proposals to be Considered for Inclusion in our Proxy Materials. To be considered for inclusion in next year’s proxy statement, shareholder proposals pursuant to Rule 14a-8 under the Exchange Act must be received by our Secretary, at Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142 no later than December 23, 2023, which is one hundred and twenty (120) days prior to April 21, 2024.
Requirements for Shareholder Proposals or Director Nominations to be Brought Before an Annual Meeting. Our bylaws provide that, for shareholder nominations to our Board or other proposals to be considered at an annual meeting, the shareholder must have given timely notice thereof in writing to the Secretary, at Beam Therapeutics Inc., 238 Main Street, Cambridge, MA 02142. To be timely for the 2024 annual meeting, the shareholder’s notice must be delivered to or mailed and received by us not before February 6, 2024 or after March 8, 2024, which is not more than one hundred and twenty (120) days, and not less than ninety (90) days, before the anniversary date of the preceding annual meeting, except that if the 2024 annual meeting of stockholders is more than thirty (30) days before or after the anniversary date of the previous year’s annual meeting, we must receive the notice not later than sixty (60) days prior to the annual meeting date. Such notice must provide the information required by our bylaws with respect to each matter the shareholder proposes to bring before the 2024 annual meeting.
In addition to satisfying the provisions in our bylaws relating to nominations of director candidates, including the deadline for written notices, to comply with the SEC’s universal proxy rule, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees in compliance with Rule 14a-19 under the Exchange Act must provide notice that sets forth the information required by Rule 14a-19.
Annual Report
Upon written request, we will provide without charge to each stockholder who does not otherwise receive a copy of our annual report to shareholders a copy of our Annual Report on Form 10-K filed with the SEC on February 28, 2023 for the fiscal year ended December 31, 2022. Please address all requests to:
Christine Bellon, Secretary
Beam Therapeutics Inc.
238 Main Street
Cambridge, MA 02142
Householding of Proxy Materials
SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family, unless we have received contrary instructions from one or more of the stockholders. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our notices, annual reports, proxy statements and information statements.
We will undertake to deliver promptly, upon written or oral request, a separate copy to a stockholder at a shared address to which a single copy of the notice or proxy materials was delivered. You may make a written request by sending a notification to our Secretary at the address above, or an oral request by calling (857) 327-8775, in each case providing your name, your shared address and the address to which we should direct the additional copy of the notice or proxy materials. Multiple stockholders sharing an address who have received one copy of a mailing and would prefer us to mail each stockholder a separate copy of future mailings should contact us at our principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of a mailing and would prefer us to mail one copy of future mailings to stockholders at the shared address, notification of that request may also be made through our principal executive offices. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.
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Beam therapeutics beam therapeutics .inc 238 maw street Cambridge ma 021142 Scan to view materials & vote vote by internet before the 2023 annual meeting of stock holder (the meeting) go to www.proxy vate.com or scan the QR barcode above use the internet to transmit your voting instruction and for electronic delivery of information up until 11:59 pm eastern time on June 5 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction from During the meeting go to www. Virtual shareholder meeting .com / beam2023 you may attend the meeting via the internet and voting during the meeting have the information that is printed in the box marked by the arrow available and follow the instruction. Vote by phone 18006906903 use any touch tone telephone to transmit your voting instructions up until 11:59 pm eastern time on June 5,2023. Have your proxy card in hand when you call and then follow the instruction. Vote by mail mark sing and date your proxy card and return it in the posted paid envelop we have provided or return or return it to vote processing c/o Broadridge 51 Mercedes way Edgewood, NY 11717. To vote mark blocks below in blue or black ink as follow v09098-p89076 keep this portion for your records this proxy card is valid only when signed and dated detach and return this portion only Beam therapeutics inc. The board of direction recommends you vote for each of the following nominees 1 election of the following nominees as class 3 directors for three-year terms ending at our annual meeting of stockholder to be held in 2026 nominees for against abstain 1a john evans 1b john maraganore phd. The board of director recommends you vote for the following proposal 2 ratify the appointment of deloitte & touch llp as our independent registered public accounting firm for our fiscal year ending December 31, 2023 The board of director recommends you vote for the following proposal 3. Approve on an advisory basis , the compensation of our named executive officer note the proxies are authorised to vote in their discretion upon such other business as may properly come before the meeting or any continuation postponement or adjournment thereof please sing exactly as your names(s)hereon. When singing as attorney executor administrator or other fiduciary please give full title as such joint owners should each sing personally all holders must sing if corporation or partnership please sing in full corporate partnership name by authorized officer signature [please sing within box] date signature (joint owner) date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held June 6, 2023: The Notice and Proxy Statement and 2022 Annual Report are available at www.proxyvote.com. BEAM THERAPEUTICS INC. Annual Meeting of Stockholders June 6, 2023, at 11;30 AM EDT This Proxy is solicited by the Board of Directors The undersigned stockholder(S) hereby appoint(s)John Evans and Terry-Ann Burrell, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s)them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of common stock of BEAM THERAPEUTICS INC that the undersigned stockholder(s)is/are entitled to vote at the Annual Meeting of stockholders to be held at 11:30 AM EDT on June 6,2023, Virtually via live webcast on the internet at www virtualshareholdermeeting com/BEAM2023, and any adjournment, continuation, or postponement thereof. Such proxies are authorized to vote in their discretion(x)for the election of any person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve,(y)on any matter that the Board of Directors did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made, and(z)on such other business as may properly be brought before the meeting or any adjournment, continuation, or postponement thereof This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side