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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aerie Pharmaceuticals Inc | NASDAQ:AERI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.25 | 15.24 | 14.79 | 0 | 01:00:00 |
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to Section 240.14a-12
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ý
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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DATE
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May 23, 2019
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TIME
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8:00 A.M. Eastern Time
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PLACE
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The St. Regis New York
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Two East 55
th
Street
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New York, New York 10022
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By Order of the Board of Directors
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Richard J. Rubino
|
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Chief Financial Officer, Secretary and Treasurer
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•
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“FOR” the election of the two nominees to the Board;
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•
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“FOR” the approval, on an advisory basis, of compensation for our named executive officers.
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•
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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
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•
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If you requested printed copies of the proxy materials, you will receive a proxy card. To vote by proxy, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, the designated proxy holders will vote your shares as you direct. Mailed proxy cards must be received no later than
May 22, 2019
, to be counted.
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•
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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and account number from the proxy card you received if you requested printed copies of the proxy materials. Your vote must be received by 11:59 P.M., Eastern Time on
May 22, 2019
, to be counted.
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•
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To vote on the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and account number from the enclosed Notice. Your vote must be received by 11:59 P.M., Eastern Time on
May 22, 2019
, to be counted.
|
•
|
send a timely written revocation of the proxy to our Secretary;
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•
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submit a signed proxy card bearing a later date;
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•
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enter a new vote over the Internet or by telephone; or
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•
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attend and vote in person at the Annual Meeting.
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Name
|
|
Age
(1)
|
|
Position(s) Held
|
|
Director
Since
|
Gerald D. Cagle, Ph.D.
|
|
74
|
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Director
|
|
2013
|
Richard Croarkin
|
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64
|
|
Director
|
|
2015
|
Name
|
|
Age
(1)
|
|
Term
Expires
(2)
|
|
Position(s) Held
|
|
Director
Since
|
Vicente Anido, Jr., Ph.D.
|
|
66
|
|
2020
|
|
Chief Executive Officer and Chairman of the Board
|
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2013
|
Benjamin F. McGraw, III, Pharm.D
|
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70
|
|
2020
|
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Director
|
|
2014
|
Julie McHugh
|
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54
|
|
2020
|
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Director
|
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2015
|
Mechiel (Michael) M. du Toit
|
|
66
|
|
2021
|
|
Director
|
|
2015
|
Murray A. Goldberg
|
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74
|
|
2021
|
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Director
|
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2013
|
David W. Gryska
|
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63
|
|
2021
|
|
Director
|
|
2018
|
Name
|
|
Age
(1)
|
|
Position(s) Held
|
Richard J. Rubino
|
|
61
|
|
Chief Financial Officer, Secretary and Treasurer
|
Thomas A. Mitro
|
|
61
|
|
President and Chief Operating Officer
|
Casey C. Kopczynski, Ph.D.
|
|
57
|
|
Chief Scientific Officer
|
John W. LaRocca, Esq.
|
|
54
|
|
General Counsel and Assistant Secretary
|
Name
|
|
Audit
|
|
Nominating
and
Corporate
Governance
|
|
Compensation
|
Gerald D. Cagle, Ph.D.
|
|
|
|
X*
|
|
X
|
Richard Croarkin **
|
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X
|
|
|
|
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Michael M. du Toit
|
|
|
|
X
|
|
X
|
Murray A. Goldberg **
|
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X*
|
|
|
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Benjamin F. McGraw, III, Pharm.D***
|
|
|
|
|
|
X*
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Julie McHugh
|
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X
|
|
X
|
|
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David W. Gryska**
|
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X
|
|
|
|
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Total meetings in 2018
|
|
8
|
|
2
|
|
10
|
*
|
Committee Chair
|
**
|
Financial Expert
|
***
|
Lead Independent Director
|
•
|
reviewing our annual and quarterly financial statements and reports, discussing the statements and reports with our independent registered public accounting firm and management and recommending to the Board whether to include the financial statements in the annual reports filed with the SEC;
|
•
|
discussing the type of information to be disclosed and the type of presentation to be made regarding financial information and guidance to analysts;
|
•
|
overseeing our disclosure controls and procedures, including internal control over our financial reporting, and reviewing and discussing our management’s periodic review of the effectiveness of our internal control over financial reporting;
|
•
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reviewing with our independent registered public accounting firm and management significant issues that arise regarding accounting principles and financial statement presentation, matters concerning the scope, adequacy and effectiveness of our financial controls and any other matters, correspondence or reports that raise issues with or could have a material effect on our financial statements;
|
•
|
retaining, appointing, setting compensation of and evaluating the performance, independence, internal quality control procedures and qualifications of our independent auditors;
|
•
|
reviewing and approving in advance the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services to be performed by our independent registered public accounting firm or any other registered public accounting firm;
|
•
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reviewing with our independent registered public accounting firm the planning and staffing of the audit, including the rotation requirements and other independence rules;
|
•
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reviewing and, if acceptable, approving any related person transactions in accordance with our related party transaction policy;
|
•
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overseeing and discussing with management our policies with respect to risk assessment and risk management, and any significant financial and operational risk exposures;
|
•
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setting policies for our hiring of employees or former employees of our independent registered public accounting firm;
|
•
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reviewing the adequacy of our audit committee charter at least annually; and
|
•
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establishing procedures for receipt, retention and treatment of complaints regarding internal accounting controls and auditing matters, and for confidential, anonymous submissions of accounting and auditing concerns by employees.
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Aerie Pharmaceuticals, Inc.
|
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Audit Committee
|
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Murray A. Goldberg, Chair
|
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Richard Croarkin
|
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David W. Gryska
|
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Julie McHugh
|
(1)
|
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing we make under either the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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•
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identifying, considering and nominating candidates to serve on our Board;
|
•
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developing and recommending the minimum qualifications for service on our Board;
|
•
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overseeing the evaluation of the Board and management on an annual basis;
|
•
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considering nominations by stockholders of candidates for election to the Board;
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•
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reviewing annually the independence of the non-employee directors and members of the independent committees of the Board;
|
•
|
review the composition of the Board as a whole and recommend to the Board, if necessary, any measures to be taken so that the Board contains at least the minimum number of independent directors as may be required by applicable SEC and NASDAQ rules and reflects the balance of knowledge, experience, skills, expertise, integrity, ability to make analytical inquiries, and diversity as a whole that the nominating and corporate governance committee deems appropriate;
|
•
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make recommendations to the Board regarding the chairperson, membership, size and composition of each standing committee of the Board and make recommendations to the Board regarding individual directors to fill any committee vacancies;
|
•
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review the suitability for continued service as a director of each Board member when his or her term expires and recommend to the Board whether such director should be re-nominated for re-election;
|
•
|
periodically review the size of the Board and recommend to the Board any appropriate changes;
|
•
|
review any proposed changes to our certificate of incorporation, by-laws and other corporate governance documents, and make recommendations to the Board with respect to any such changes;
|
•
|
oversee compliance with, and consider any requests for waivers under, our corporate governance guidelines, our code of business conduct and ethics and other documents and policies constituting our corporate governance framework, and report on any waiver of our code of business conduct and ethics to the Board (provided that any waiver of our code of business and ethics with respect to our executive officers or any director may only be granted by the full Board);
|
•
|
developing the overall framework for the annual self-evaluation conducted by the Board and each of its committees; and
|
•
|
reviewing the adequacy of its charter, our corporate governance guidelines and our code of business conduct and ethics on an annual basis and recommending to our Board any changes to our corporate governance guidelines and code of business conduct and ethics deemed appropriate.
|
•
|
approving the compensation and other terms of employment of our chief executive officer, which are then reviewed and ratified by our Board;
|
•
|
approving or recommending to our Board the compensation and other terms of employment of our executive officers (other than our chief executive officer);
|
•
|
approving annually the corporate goals and objectives relevant to the compensation of our chief executive officer and assessing at least annually our chief executive officer’s performance against these goals and objectives;
|
•
|
reviewing annually our compensation strategy, including base salary, incentive compensation and equity-based grants, as well as adoption, modification or termination of this compensation;
|
•
|
evaluating at least annually and recommending to our Board the type and amount of compensation to be paid or awarded to non-employee Board members;
|
•
|
reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us;
|
•
|
approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; and
|
•
|
reviewing the adequacy of our compensation committee charter on an annual basis.
|
|
2018
|
|
2017
|
||||
Audit Fees
(1)
|
$
|
1,047,500
|
|
|
$
|
1,005,000
|
|
Audit-related Services
(2)
|
110,000
|
|
|
—
|
|
||
Tax Fees
(3)
|
10,000
|
|
|
—
|
|
||
All Other Fees
(4)
|
19,100
|
|
|
13,500
|
|
||
Total
|
$
|
1,186,600
|
|
|
$
|
1,018,500
|
|
(1)
|
Audit fees consist of fees for professional services rendered for the audit of our financial statements, review of interim financial statements, assistance with registration statements filed with the SEC and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit-related fees consist of fees for system pre-implementation reviews and consultation regarding new financial accounting and reporting standards.
|
(3)
|
Tax fees are fees for tax compliance services.
|
(4)
|
All other fees relate to professional services not included in the categories above, including fees related to a subscription to an accounting research tool.
|
Executive
|
Title
|
Vicente Anido, Jr., Ph.D.
|
Chief Executive Officer and Chairman of the Board
|
Richard J. Rubino
|
Chief Financial Officer, Secretary and Treasurer
|
Thomas A. Mitro
|
President and Chief Operating Officer
|
Casey C. Kopczynski, Ph.D.
|
Chief Scientific Officer
|
John W. LaRocca, Esq.
|
General Counsel and Assistant Secretary
|
•
|
Commercial launch of Rhopressa
®
in the United States on April 30, 2018, following the successful hiring of our sales force;
|
•
|
Net product revenues of $24.2 million in 2018, within the guidance range of $20 million to $30 million disclosed during the first quarter of 2018;
|
•
|
Acceptance by the FDA of our NDA filing for Rocklatan
TM
with a Prescription Drug User Fee Act (“PDUFA”) goal date of March 14, 2019, which was approved by the FDA on March 12, 2019;
|
•
|
Acceptance for review by the European Medicines Agency (“EMA”) of our marketing authorisation application (“MAA”) for Rhopressa
®
, which will be marketed under the name Rhokiinsa
®
in Europe, if approved;
|
•
|
Completion of a Phase 1 clinical trial and a pilot Phase 2 clinical study in the United States designed to support potential regulatory submission of Rhopressa
®
in Japan;
|
•
|
Management of our Phase 3 trial for Rocklatan
TM
,
named Mercury 3, ongoing in Europe;
|
•
|
Completion of an equity offering that provided approximately $136 million in net proceeds for use to execute on our strategic goals;
|
•
|
The on-schedule construction of our manufacturing plant in Ireland, with a target of producing commercial supply by early 2020;
|
•
|
Advancement of our earlier-stage pipeline, primarily focused on the very large retinal disease market, including (1) internally-developed AR-13503, a preclinical Rho kinase and Protein kinase C inhibitor sustained-release implant with potential in the treatment of diabetic macular edema, wet age-related macular degeneration and related diseases of the retina, for which we filed an Investigational New Drug (“IND”) application in March 2019 and (2) AR-1105, a dexamethasone steroid implant for the potential treatment of macular edema due to retinal vein occlusion, for which we commenced a Phase 2 clinical trial in March 2019;
|
•
|
The expansion of our collaboration agreement with DSM that includes, among others, an exclusive license for all ophthalmic indications to DSM’s polyesteramide polymer technology and transfer of DSM’s formulation technology to Aerie through the end of 2020;
|
•
|
Conversion of our $125.0 million aggregate principal amount of senior secured convertible notes into shares of common stock and entering into a $100 million senior secured delayed draw term loan facility that matures in July 2024;
|
•
|
Commencement of operations of our current good manufacturing practices-validated manufacturing facility for production of ophthalmic implants using PRINT
®
(Particle Replication in Non-wetting Templates) technology in our Durham, North Carolina, facility in October 2018; and
|
•
|
Continued discovery efforts on our owned library of Rho kinase inhibitors for potential indications beyond ophthalmology, including pulmonary health, dermatology, and cancers, among others.
|
Compensation Area
|
Highlights
|
Cash Compensation
|
- Approved base salary increases for our NEOs to close competitive gaps to market and/or recognize individual performance and contributions
- Approved the 2018 corporate incentive goals and weightings
- Increased target bonus opportunities for certain NEOs for 2018
- Paid bonuses to our NEOs at a level that reflected performance against our 2018 goals and other significant accomplishments
|
Equity Compensation
|
- Granted competitive equity awards consisting of stock options and restricted stock awards with 4-year vesting to our NEOs
- Approved the vesting of certain of our NEOs performance-based equity awards that are contingent upon achieving critical Company goals that will drive stockholder value
|
Employment Contracts
|
- Entered into an employment agreement with Mr. LaRocca
|
Process / Governance
|
- Updated the peer group of comparable companies
- Re-engaged Pearl Meyer as the Compensation Committee’s independent Compensation Committee advisor
|
•
|
provide competitive compensation opportunities towards our goals of attracting, motivating, and retaining talented executives; and
|
•
|
structure our program so that the ultimate amount of compensation earned by our NEOs through paid bonuses and the intrinsic value of equity grants reflects overall business and individual performance.
|
Maintain a pay-for-performance culture
|
Annual pay opportunities emphasize variable performance-based compensation, which ensures a high degree of performance orientation in our executive compensation program
|
Foster long-term alignment with stockholders
|
Equity awards in the form of options and performance-based restricted stock (performance incentives) and restricted stock (a retention incentive) directly tie pay outcomes to value creation
|
Preserve a low risk profile
|
Our compensation program is grounded in key governance best practices
|
Reflect internal equity considerations
|
Compensation decisions are made in the context of individual factors
|
•
|
Each NEO’s role and responsibilities, and performance in his role;
|
•
|
Each NEO’s compensation history (including their total equity compensation profile);
|
•
|
Key historical company performance metrics and forward-looking projections; and
|
•
|
Compensation practices of the companies in our peer group and, when appropriate, broader market data.
|
•
|
Biotechnology, pharmaceutical or medical device companies that focus on ophthalmology;
|
•
|
Publicly-traded on a major U.S. exchange;
|
•
|
Recently commercial or have recently submitted an NDA; and
|
•
|
Within a market capitalization range of $1 billion to $5 billion.
|
Peer Group Percentile Statistics
|
(in billions)
|
||
75
th
Percentile
|
$
|
4.4
|
|
50
th
Percentile
|
$
|
2.7
|
|
25
th
Percentile
|
$
|
2.1
|
|
Aerie Pharmaceuticals, Inc.
|
$
|
3.0
|
|
|
2018
|
2017
|
Reason for Change
|
ACADIA Pharmaceuticals Inc.
|
ü
|
ü
|
—
|
Agios Pharmaceuticals, Inc.
|
ü
|
|
Commercial company with comparable valuation
|
Amicus Therapeutics, Inc.
|
ü
|
ü
|
—
|
Array BioPharma Inc.
|
ü
|
|
Commercial company with comparable valuation
|
Clovis Oncology, Inc.
|
ü
|
ü
|
—
|
Coherus BioScience, Inc.
|
ü
|
ü
|
—
|
Dermira, Inc.
|
|
ü
|
Market capitalization below range
|
Eagle Pharmaceuticals, Inc.
|
|
ü
|
Market capitalization below range
|
Foundation Medicine, Inc.
|
ü
|
ü
|
—
|
Glaukos Corporation
|
ü
|
ü
|
—
|
Intercept Pharmaceuticals, Inc.
|
ü
|
ü
|
—
|
Ionis Pharmaceuticals, Inc.
|
ü
|
ü
|
—
|
Ironwood Pharmaceuticals, Inc.
|
ü
|
ü
|
—
|
Neurocrine Biosciences, Inc.
|
ü
|
ü
|
—
|
Portola Pharmaceuticals, Inc.
|
ü
|
ü
|
—
|
Radius Health, Inc.
|
|
ü
|
Market capitalization below range
|
Tesaro, Inc.
|
ü
|
ü
|
—
|
Ultragenyx Pharmaceutical Inc.
|
ü
|
|
Commercial company with comparable valuation
|
Executive
|
|
Base Salary at
December 31, 2017
|
|
Base Salary at
December 31, 2018
|
|
Percent Increase
|
Vicente Anido, Jr., Ph.D.
|
|
$710,000
|
|
$750,000
|
|
6%
|
Richard J. Rubino
|
|
$402,792
|
|
$450,000
|
|
12%
|
Thomas A. Mitro
|
|
$423,308
|
|
$460,000
|
|
9%
|
Casey C. Kopczynski, Ph.D.
|
|
$359,550
|
|
$415,000
|
|
15%
|
John W. LaRocca, Esq.
|
|
—
|
|
$415,000
|
|
—
|
Executive
|
|
Target Bonus Opportunity as Percentage of Base Salary as of December 31, 2018
|
|
Target Bonus Opportunity in Dollars
|
Vicente Anido, Jr., Ph.D.
|
|
70%
|
|
$525,000
|
Richard J. Rubino
|
|
50%
|
|
$225,000
|
Thomas A. Mitro
|
|
50%
|
|
$230,000
|
Casey C. Kopczynski, Ph.D.
|
|
50%
|
|
$207,500
|
John W. LaRocca, Esq.
(1)
|
|
50%
|
|
$179,567
|
Core Goals
|
Weighting
|
Achievement
|
1. Rhopressa
®
launch
|
35%
|
19%
|
• Execute a successful commercial launch
(met)
|
||
• Achieve 2018 net revenue goal
(did not meet)
|
||
2. Rocklatan
TM
NDA
|
35%
|
35%
|
• File in second quarter of 2018
(met)
|
||
3. Advance the pipeline
|
20%
|
14%
|
• File IND for AR-1105
(met)
|
||
• Complete IND-enabling studies for AR-13503
(met)
|
||
• Add new product candidate to the pipeline
(did not meet)
|
||
4. Financial metrics
|
10%
|
10%
|
• Achieve budgeted net loss
(met)
|
||
• Execute financings to fund strategic plan
(met)
|
||
Total
|
100%
|
78%
|
Executive
|
|
2018 Target Bonus Opportunity in Dollars
|
|
Payout Percentage of Target
|
|
2018 Actual Bonus Payout
|
Vicente Anido, Jr., Ph.D.
|
|
$525,000
|
|
78%
|
|
$409,500
|
Richard J. Rubino
|
|
$225,000
|
|
78%
|
|
$175,500
|
Thomas A. Mitro
|
|
$230,000
|
|
70%
|
|
$161,000
|
Casey C. Kopczynski, Ph.D.
|
|
$207,500
|
|
78%
|
|
$161,850
|
John W. LaRocca, Esq.
(1)
|
|
$179,567
|
|
86%
|
|
$153,700
|
•
|
Time-based stock options,
which vest in 48 equal installments on each of the first 48 monthly anniversaries of the grant date (four years cumulative).
|
•
|
Time-based restricted stock,
which vest in four equal installments on each of the first four anniversaries of the grant date (four years cumulative).
|
•
|
Setting multi-year financial goals would be very challenging given the Company’s early stage in product launches and current drug development timeline;
|
•
|
The goals that could be used were either (1) already captured in existing, outstanding performance-based grants that were awarded in 2017, or (2) were captured in the Core Goals in the Annual Bonus plan;
|
•
|
Performance-based awards are uncommon in development-stage and recently-commercial biotechnology and pharmaceutical companies (less than one-third of our peers have made use of this type of award); and
|
•
|
The Compensation Committee favors using time-based stock options and restricted stock to achieve its desired goals of performance-orientation, stockholder alignment, and retention.
|
Executive
|
|
Grant Date
|
|
# of Time-Based Stock Options
|
|
# of Time-Based Restricted Stock Awards
|
Vicente Anido, Jr., Ph.D.
|
|
2/8/2018
|
|
114,358
|
|
25,413
|
Richard J. Rubino
|
|
2/8/2018
|
|
48,000
|
|
10,667
|
Thomas A. Mitro
|
|
2/8/2018
|
|
57,500
|
|
12,778
|
Casey C. Kopczynski, Ph.D.
|
|
2/8/2018
|
|
36,000
|
|
8,000
|
John W. LaRocca, Esq.
|
|
2/19/2018
|
|
70,000
|
|
18,000
|
•
|
40% of the award vests upon approval and commercial launch of Rhopressa
®
within a specified period of time, with 50% vesting upon achieving the goal and 50% vesting on the first anniversary of achievement; and
|
•
|
60% of the award vests upon approval and commercial launch of Rocklatan
TM
within a specified period of time, with 50% vesting upon achieving the goal and 50% vesting on the first anniversary of achievement.
|
•
|
High level of executive equity ownership to prevent short-term risk taking;
|
•
|
Balance between goals and objectives of short- and long-term incentive compensation plans;
|
•
|
Proper administrative and oversight controls; and
|
•
|
Key compensation governance attributes, as discussed above.
|
|
Aerie Pharmaceuticals, Inc.
|
|
Compensation Committee
|
|
Benjamin F. McGraw, III, Pharm.D, Chair
|
|
Gerald D. Cagle, Ph.D.
|
|
Mechiel M. du Toit
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
|
Bonus
($)
|
|
Stock
Awards
($) (1)
|
|
Option
Awards
($) (2)
|
|
All Other Compensation ($) (3)
|
|
Total
($)
|
|||||||
Vicente Anido, Jr., Ph.D.
|
|
2018
|
|
750,000
|
|
|
409,500
|
|
|
|
—
|
|
|
1,360,866
|
|
|
4,254,360
|
|
|
—
|
|
|
6,774,726
|
|
Chief Executive Officer and Chairman of the Board
|
|
2017
|
|
710,000
|
|
|
618,410
|
|
|
|
—
|
|
|
3,764,667
|
|
|
4,964,033
|
|
|
—
|
|
|
10,057,110
|
|
|
|
2016
|
|
549,016
|
|
|
—
|
|
|
|
329,410
|
|
|
418,669
|
|
|
1,785,900
|
|
|
—
|
|
|
3,082,995
|
|
Richard J. Rubino
|
|
2018
|
|
450,000
|
|
|
175,500
|
|
|
|
—
|
|
|
571,218
|
|
|
1,785,832
|
|
|
5,625
|
|
|
2,988,175
|
|
Chief Financial Officer, Secretary and Treasurer
|
|
2017
|
|
402,792
|
|
|
235,633
|
|
|
|
—
|
|
|
1,211,521
|
|
|
1,373,050
|
|
|
—
|
|
|
3,222,996
|
|
|
|
2016
|
|
387,300
|
|
|
—
|
|
|
|
180,000
|
|
|
166,900
|
|
|
711,968
|
|
|
—
|
|
|
1,446,168
|
|
Thomas A. Mitro
|
|
2018
|
|
460,000
|
|
|
161,000
|
|
|
|
—
|
|
|
684,262
|
|
|
2,139,054
|
|
|
—
|
|
|
3,444,316
|
|
President and Chief Operating Officer
|
|
2017
|
|
423,308
|
|
|
275,150
|
|
|
|
—
|
|
|
1,390,468
|
|
|
2,534,808
|
|
|
—
|
|
|
4,623,734
|
|
|
|
2016
|
|
403,150
|
|
|
—
|
|
|
|
191,497
|
|
|
198,194
|
|
|
845,462
|
|
|
—
|
|
|
1,638,303
|
|
Casey C. Kopczynski, Ph.D.
|
|
2018
|
|
415,000
|
|
|
161,850
|
|
|
|
—
|
|
|
428,400
|
|
|
1,339,321
|
|
|
1,183
|
|
|
2,345,754
|
|
Chief Scientific Officer
|
|
2017
|
|
359,550
|
|
|
186,966
|
|
|
|
—
|
|
|
195,231
|
|
|
1,267,404
|
|
|
—
|
|
|
2,009,151
|
|
|
|
2016
|
|
340,000
|
|
|
—
|
|
|
|
136,000
|
|
|
150,210
|
|
|
605,173
|
|
|
—
|
|
|
1,231,383
|
|
John W. LaRocca, Esq.
(4)
|
|
2018
|
|
361,141
|
|
|
153,700
|
|
|
|
—
|
|
|
975,600
|
|
|
2,677,383
|
|
|
6,225
|
|
|
4,174,049
|
|
General Counsel and Assistant Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts reflected in this column represent the grant date fair value of restricted stock awards, including performance-based RSAs granted in prior years. The grant date fair value is measured based on the closing price of our common stock on the date of grant in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718:
Compensation—Stock Compensation
(“ASC 718”).
|
(2)
|
Amounts reflected in this column represent the grant date fair value of options to purchase common stock, computed in accordance with ASC 718. The valuation methodology and assumptions used in determining such amounts are described in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on
March 1, 2019
.
|
(3)
|
Amounts reflected in this column represent matching contributions under the Company’s 401(k) retirement plan paid during the fiscal year.
|
(4)
|
Amounts reflected in the “Salary” and “Non-Equity Incentive Plan Compensation” columns have been prorated to reflect Mr. LaRocca’s date of hire.
|
|
|
|
|
Estimated Future Payouts Under
|
|
All Other Stock Awards: Number of Shares of Stock or Units (2)
|
All Other Option Awards: Number of Securities Underlying Options (3)
|
Exercise or Base Price of Option Awards ($/Shares)(4)
|
|
Grant Date Fair Value of Stock and Option Awards ($)(5)
|
||||||||||
|
|
|
|
Non-Equity Incentive Plan Awards (1)
|
|
|
||||||||||||||
Name
|
|
Grant Date
|
|
Threshold ($)
|
Target ($)
|
Maximum ($)
|
|
|
||||||||||||
Vicente Anido, Jr., Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Performance Bonus
|
|
—
|
|
|
—
|
|
525,000
|
|
1,050,000
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
Stock Option Award
|
|
2/8/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
114,358
|
|
53.55
|
|
|
4,254,360
|
|
Restricted Stock Award
|
|
2/8/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
25,413
|
|
—
|
|
—
|
|
|
1,360,866
|
|
Richard J. Rubino
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Performance Bonus
|
|
—
|
|
|
—
|
|
225,000
|
|
450,000
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
Stock Option Award
|
|
2/8/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
48,000
|
|
53.55
|
|
|
1,785,832
|
|
Restricted Stock Award
|
|
2/8/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
10,667
|
|
—
|
|
—
|
|
|
571,218
|
|
Thomas A. Mitro
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Performance bonus
|
|
—
|
|
|
—
|
|
230,000
|
|
460,000
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
Stock Option Award
|
|
2/8/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
57,500
|
|
53.55
|
|
|
2,139,054
|
|
Restricted Stock Award
|
|
2/8/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
12,778
|
|
—
|
|
—
|
|
|
684,262
|
|
Casey C. Kopczynski, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Performance bonus
|
|
—
|
|
|
—
|
|
207,500
|
|
415,000
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
Stock Option Award
|
|
2/8/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
36,000
|
|
53.55
|
|
|
1,339,321
|
|
Restricted Stock Award
|
|
2/8/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
8,000
|
|
—
|
|
—
|
|
|
428,400
|
|
John W. LaRocca, Esq.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Performance bonus
|
|
—
|
|
|
—
|
|
207,500
|
|
415,000
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
Stock Option Award
|
|
2/19/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
70,000
|
|
54.90
|
|
|
2,677,383
|
|
Restricted Stock Award
|
|
2/19/2018
|
|
|
—
|
|
—
|
|
—
|
|
|
18,000
|
|
—
|
|
—
|
|
|
975,600
|
|
(1)
|
The dollar amounts set forth in the target column are calculated in accordance with the employee agreement of the respective NEO.
|
(2)
|
Represents a grant of RSAs for all our NEOs. All RSAs vest in equal annual installments over a four-year period from the grant date.
|
(3)
|
All stock option awards have a four-year vesting schedule, vesting equally over 48 months from the grant date, and have a 10-year term.
|
(4)
|
The exercise prices reflect the closing price of our stock on the grant date.
|
(5)
|
The fair value of stock awards and option awards were determined as described in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on
March 1, 2019
.
|
Name
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Number of Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised, Unearned Options (#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock That Have Not
Vested (#)
|
|
|
Market Value of Shares or Units of Stock That
Have Not
Vested ($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
||||||||||
Vicente Anido, Jr., Ph.D.
|
|
846,329
|
|
|
—
|
|
(1)
|
—
|
|
|
3.15
|
|
|
9/12/2023
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
300,000
|
|
|
—
|
|
(1)
|
—
|
|
|
20.70
|
|
|
3/13/2024
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
127,578
|
|
|
5,547
|
|
(2)
|
—
|
|
|
28.03
|
|
|
2/25/2025
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
106,607
|
|
|
43,897
|
|
(3)
|
—
|
|
|
16.69
|
|
|
2/24/2026
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
71,284
|
|
|
84,244
|
|
(6)
|
—
|
|
|
44.25
|
|
|
2/23/2027
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
23,825
|
|
|
90,533
|
|
(10)
|
—
|
|
|
53.55
|
|
|
2/8/2028
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,547
|
|
(4)
|
|
200,247
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,542
|
|
(5)
|
|
452,766
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,961
|
|
(7)
|
|
467,892
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,413
|
|
(11)
|
|
917,409
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
42,895
|
|
(8)
|
1,548,510
|
|
Richard J. Rubino
|
|
174,939
|
|
|
—
|
|
(1)
|
—
|
|
|
2.90
|
|
|
10/15/2022
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
25,000
|
|
|
—
|
|
(1)
|
—
|
|
|
3.15
|
|
|
9/12/2023
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
89,000
|
|
|
—
|
|
(1)
|
—
|
|
|
20.70
|
|
|
3/13/2024
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
52,109
|
|
|
2,266
|
|
(2)
|
—
|
|
|
28.03
|
|
|
2/25/2025
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
42,500
|
|
|
17,500
|
|
(3)
|
—
|
|
|
16.69
|
|
|
2/24/2026
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
19,717
|
|
|
23,302
|
|
(6)
|
—
|
|
|
44.25
|
|
|
2/23/2027
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
10,000
|
|
|
38,000
|
|
(10)
|
—
|
|
|
53.55
|
|
|
2/8/2028
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,266
|
|
(4)
|
|
81,803
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
(5)
|
|
180,500
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,585
|
|
(7)
|
|
129,419
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,667
|
|
(11)
|
|
385,079
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
18,079
|
|
(9)
|
652,652
|
|
Thomas A. Mitro
|
|
126,984
|
|
|
—
|
|
(1)
|
—
|
|
|
3.15
|
|
|
8/26/2023
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
63,499
|
|
|
—
|
|
(1)
|
—
|
|
|
3.15
|
|
|
9/12/2023
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
126,000
|
|
|
—
|
|
(1)
|
—
|
|
|
20.70
|
|
|
3/13/2024
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
68,281
|
|
|
2,969
|
|
(2)
|
—
|
|
|
28.03
|
|
|
2/25/2025
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
50,469
|
|
|
20,781
|
|
(3)
|
—
|
|
|
16.69
|
|
|
2/24/2026
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
36,400
|
|
|
43,018
|
|
(6)
|
—
|
|
|
44.25
|
|
|
2/23/2027
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
11,979
|
|
|
45,521
|
|
(10)
|
—
|
|
|
53.55
|
|
|
2/8/2028
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,969
|
|
(4)
|
|
107,181
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,937
|
|
(5)
|
|
214,326
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,618
|
|
(7)
|
|
238,910
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,778
|
|
(11)
|
|
461,286
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
18,079
|
|
(9)
|
652,652
|
|
Casey C. Kopczynski, Ph.D.
|
|
117,000
|
|
|
—
|
|
(1)
|
—
|
|
|
0.41
|
|
|
12/3/2009
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
60,651
|
|
|
—
|
|
(1)
|
—
|
|
|
0.20
|
|
|
4/28/2011
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
25,000
|
|
|
—
|
|
(1)
|
—
|
|
|
3.15
|
|
|
9/12/2023
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
121,000
|
|
|
—
|
|
(1)
|
—
|
|
|
20.70
|
|
|
3/13/2024
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
41,328
|
|
|
1,797
|
|
(2)
|
—
|
|
|
28.03
|
|
|
2/25/2025
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
36,125
|
|
|
14,875
|
|
(3)
|
—
|
|
|
16.69
|
|
|
2/24/2026
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
18,200
|
|
|
21,509
|
|
(6)
|
—
|
|
|
44.25
|
|
|
2/23/2027
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
7,500
|
|
|
28,500
|
|
(10)
|
—
|
|
|
53.55
|
|
|
2/8/2028
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,797
|
|
(4)
|
|
64,872
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,500
|
|
(5)
|
|
162,450
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,309
|
|
(7)
|
|
119,455
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,000
|
|
(11)
|
|
288,800
|
|
—
|
|
|
—
|
|
John W. LaRocca, Esq.
|
|
—
|
|
|
70,000
|
|
(12)
|
—
|
|
|
54.90
|
|
|
2/19/2028
|
|
|
—
|
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
18,000
|
|
(13)
|
|
649,800
|
|
—
|
|
|
—
|
|
(1)
|
This option was fully vested as of December 31, 2018.
|
(2)
|
This option was granted on February 25, 2015. The option vests ratably on each of the 48 successive monthly anniversaries of February 25, 2015 and became fully vested as of February 25, 2019.
|
(3)
|
This option was granted on February 24, 2016. The option vests ratably on each of the 48 successive monthly anniversaries of February 24, 2016.
|
(4)
|
These shares of restricted stock were granted on February 25, 2015 and vest in four equal annual installments on successive anniversaries of February 25, 2015 and became fully vested as of February 25, 2019.
|
(5)
|
These shares of restricted stock were granted on February 24, 2016 and vest in four equal annual installments on successive anniversaries of February 24, 2016.
|
(6)
|
This option was granted on February 23, 2017. The option vests ratably on each of the 48 successive monthly anniversaries of February 23, 2017.
|
(7)
|
These shares of restricted stock were granted on February 23, 2017 and vest in four equal annual installments on successive anniversaries of February 23, 2017.
|
(8)
|
These shares of restricted stock with non-market performance conditions were granted on July 25, 2017 and vest upon the satisfaction of certain performance and service conditions.
|
(9)
|
These shares of restricted stock with non-market performance conditions were granted on February 23, 2017 and vest upon the satisfaction of certain performance and service conditions.
|
(10)
|
This option was granted on February 8, 2018. The option vests ratably on each of the 48 successive monthly anniversaries of February 8, 2018.
|
(11)
|
These shares of restricted stock were granted on February 8, 2018 and vest in four equal annual installments on successive anniversaries of February 8, 2018.
|
(12)
|
This option was granted on February 19, 2018. The option vests 25% on February 19, 2019 and 75% ratably on the following 36 monthly anniversaries of February 19, 2018.
|
(13)
|
These shares of restricted stock were granted on February 19, 2018 and vest in four equal annual installments on successive anniversaries of February 19, 2018.
|
|
Option Awards
|
|
Stock Awards
|
||||||||
|
Number of Shares Acquired on Exercise (#)(1)
|
|
Value Realized on Exercise (#)(2)
|
|
Number of Shares Acquired on Vesting (#)(3)
|
|
Value Realized on Vesting ($)(4)
|
||||
Name
|
|
||||||||||
Vicente Anido, Jr., Ph.D.
|
200,000
|
|
|
11,843,645
|
|
|
26,863
|
|
|
1,441,747
|
|
Richard J. Rubino
|
—
|
|
|
—
|
|
|
10,480
|
|
|
562,314
|
|
Thomas A. Mitro
|
190,000
|
|
|
10,852,515
|
|
|
12,663
|
|
|
679,869
|
|
Casey C. Kopczynski, Ph.D.
|
3,226
|
|
|
169,556
|
|
|
5,150
|
|
|
277,328
|
|
John W. LaRocca, Esq.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
This column represents the number of shares of common stock for which the options were exercised.
|
(2)
|
The amounts in this column represent the aggregate dollar value realized upon exercise of options.
|
(3)
|
This column represents the number of shares of common stock that have vested.
|
(4)
|
The amounts in this column represent the aggregate dollar value realized upon vesting of stock.
|
|
|
Termination by Co. without Cause or by Exec. for Good Reason
|
|
Termination by Co. without Cause or by Executive for Good Reason within 12 Months Following a Change in Control
|
||||||
Name
|
|
Cash and Benefits
($)(1)
|
Value of Equity Acceleration
($)(2)
|
|
Cash and Benefits
($)(3)
|
Value of Equity Acceleration
($)(4)
|
||||
Vicente Anido, Jr., Ph.D.
|
|
1,292,886
|
|
—
|
|
|
1,536,666
|
|
3,322,256
|
|
Richard J. Rubino
|
|
467,886
|
|
—
|
|
|
1,039,776
|
|
1,297,933
|
|
Thomas A. Mitro
|
|
477,886
|
|
—
|
|
|
1,062,276
|
|
1,612,193
|
|
Casey C. Kopczynski, Ph.D.
|
|
441,567
|
|
—
|
|
|
974,264
|
|
938,802
|
|
John W. LaRocca, Esq.
|
|
441,567
|
|
—
|
|
|
974,264
|
|
649,800
|
|
(1)
|
Amounts in this column represent the cash and benefits to be paid to the executive in the event of termination by the Company without Cause or by the executive for Good Reason.
|
(2)
|
Amounts in this column represent the value of equity acceleration in the event of termination by the Company without Cause or by the executive for Good Reason.
|
(3)
|
Amounts in this column represent the cash and benefits to be paid to the executive in the event of a qualifying termination occurring within 12 months following a Change in Control.
|
(4)
|
Amounts in this column represent the value of equity acceleration in the event of a qualifying termination occurring within 12 months following a Change in Control.
|
•
|
We determined our median employee based on our employee population as of
December 31, 2018
.
|
•
|
We used a consistently applied compensation measure that included the sum of each employee’s base salary, bonuses and commissions earned in 2018, and the grant date fair value of all equity granted in 2018.
|
•
|
We annualized the base salaries for employees who were employed by us for less than the entire calendar year.
|
•
|
Compensation paid in foreign currencies was converted to U.S. dollars based on the annual average exchange rates for the year ended
December 31, 2018
.
|
•
|
The lead independent director is eligible to receive an additional annual retainer of
$25,000
;
|
•
|
Each member of our audit, compensation and nominating and corporate governance committees, other than the chairperson, is eligible to receive an additional annual retainer of
$10,000
,
$7,500
and
$5,000
, respectively; and
|
•
|
Each chairperson of our audit, compensation and nominating and corporate governance committees is eligible to receive an additional annual retainer of
$20,000
,
$17,500
and
$10,000
, respectively.
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Option Awards
|
|
|
|
Stock
Awards |
|
|
Total
|
||||||||
Gerald D. Cagle, Ph.D.
|
|
$
|
63,159
|
|
|
$
|
332,197
|
|
|
(1)(3)
|
|
$
|
114,013
|
|
|
(2)
|
$
|
509,369
|
|
Richard Croarkin
|
|
$
|
55,659
|
|
|
$
|
332,197
|
|
|
(1)(4)
|
|
$
|
114,013
|
|
|
(2)
|
$
|
501,869
|
|
Michael M. du Toit
|
|
$
|
58,159
|
|
|
$
|
332,197
|
|
|
(1)(4)
|
|
$
|
114,013
|
|
|
(2)
|
$
|
504,369
|
|
Murray A. Goldberg
|
|
$
|
65,659
|
|
|
$
|
332,197
|
|
|
(1)(3)
|
|
$
|
114,013
|
|
|
(2)
|
$
|
511,869
|
|
David W. Gryska
|
|
$
|
18,098
|
|
|
$
|
982,896
|
|
|
(6)
|
|
$
|
—
|
|
|
|
$
|
1,000,994
|
|
Benjamin F. McGraw, III, Pharm.D
|
|
$
|
87,074
|
|
|
$
|
332,197
|
|
|
(1)(5)
|
|
$
|
114,013
|
|
|
(2)
|
$
|
533,284
|
|
Julie McHugh
|
|
$
|
60,659
|
|
|
$
|
332,197
|
|
|
(1)(4)
|
|
$
|
114,013
|
|
|
(2)
|
$
|
506,869
|
|
(1)
|
The amounts included represent the grant date fair value of an option to purchase
7,800
shares of common stock granted on
June 7, 2018
and is scheduled to vest in 12 equal installments on the monthly anniversaries of
June 7, 2018
, all of which was outstanding as of
December 31, 2018
. The grant date fair value was computed in accordance with ASC 718. The valuation assumptions used in determining such amounts are described in the notes to our audited consolidated financial statements incorporated herein by reference to our Form 10-K filed with the SEC on
March 1, 2019
.
|
(2)
|
The amounts included represent the grant date fair value of
1,750
shares of restricted stock granted on
June 7, 2018
, which is scheduled to fully vest on June 7, 2019. The grant date fair value is measured based on the closing price of our common stock on the date of grant.
|
(3)
|
In addition to the option awards granted during
2018
, this director has options to purchase
71,500
shares of common stock, all of which were outstanding as of
December 31, 2018
.
|
(4)
|
In addition to the option awards granted during
2018
, this director has options to purchase
45,000
shares of common stock, all of which were outstanding as of
December 31, 2018
.
|
(5)
|
In addition to the option awards granted during
2018
, this director has options to purchase
55,000
shares of common stock, all of which were outstanding as of
December 31, 2018
.
|
(6)
|
This newly appointed director received a one-time initial option award to purchase
25,000
shares of common stock, which will vest quarterly over a three-year period subject to the director’s continued service on the Board.
|
•
|
our named executive officers;
|
•
|
our directors;
|
•
|
all of our executive officers and directors as a group; and
|
•
|
each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our common stock.
|
|
SHARES
BENEFICIALLY
OWNED
|
||||
NAME OF BENEFICIAL OWNER
|
NUMBER
|
|
PERCENT
|
||
5% Stockholders
|
|
|
|
||
Entities affiliated with Wellington Management Company, LLP
(1)
|
6,252,699
|
|
|
13.62
|
%
|
The Vanguard Group
(2)
|
4,036,437
|
|
|
8.79
|
%
|
Entities affiliated with Foresite Capital Management
(3)
|
3,885,014
|
|
|
8.46
|
%
|
BlackRock, Inc.
(4)
|
3,208,945
|
|
|
6.99
|
%
|
Entities affiliated with Adage Capital Management
(5)
|
3,146,411
|
|
|
6.85
|
%
|
Entities affiliated with The Hartford Mutual Funds, Inc.
(6)
|
2,697,905
|
|
|
5.88
|
%
|
Executive Officers and Directors
|
|
|
|
||
Vicente Anido, Jr., Ph.D.
(7)
|
1,703,869
|
|
|
3.59
|
%
|
Richard J. Rubino
(8)
|
770,393
|
|
|
1.66
|
%
|
Thomas A. Mitro
(9)
|
582,478
|
|
|
1.25
|
%
|
Casey C. Kopczynski, Ph.D.
(10)
|
543,671
|
|
|
1.17
|
%
|
John W. LaRocca, Esq.
(11)
|
45,813
|
|
|
*
|
|
Gerald D. Cagle, Ph.D.
(12)
|
98,450
|
|
|
*
|
|
Richard Croarkin
(13)
|
56,750
|
|
|
*
|
|
Michael M. du Toit
(13)
|
56,750
|
|
|
*
|
|
Murray A. Goldberg
(14)
|
84,950
|
|
|
*
|
|
Benjamin F. McGraw, III, Pharm.D
(15)
|
68,450
|
|
|
*
|
|
Julie McHugh
(13)
|
56,750
|
|
|
*
|
|
David W. Gryska
(16)
|
6,163
|
|
|
*
|
|
All executive officers and directors as a group (12 persons)
|
4,074,487
|
|
|
8.71
|
%
|
|
*
|
Represents beneficial ownership of less than 1% of our outstanding common stock.
|
(1)
|
The information concerning entities affiliated with Wellington Management Company LLP is based solely upon a Schedule 13G/A filed with the SEC on February 12, 2019. The address of Wellington Management Company LLP is 280 Congress Street, Boston, Massachusetts 02210.
|
(2)
|
The information concerning The Vanguard Group is based solely upon a Schedule 13G/A filed with the SEC on February 11, 2019. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
(3)
|
The information concerning entities affiliated with Foresite Capital Management is based solely upon a Schedule 13G/A filed with the SEC on February 13, 2019. The address of Foresite Capital Management is 600 Montgomery Street, Suite 4500, San Francisco, California 94111.
|
(4)
|
The information concerning BlackRock, Inc. is based solely upon a Schedule 13G/A filed with the SEC on February 4, 2019. The address of BlackRock, Inc. is 55 East 52
nd
Street, New York, New York 10055.
|
(5)
|
The information concerning entities affiliated with Adage Capital Management is based solely upon a Schedule 13G/A filed with the SEC on February 13, 2019. The address of Adage Capital Partners, L.P. is 200 Clarendon Street, 52
nd
floor, Boston, Massachusetts 02116.
|
(6)
|
The information concerning entities affiliated with Hartford Mutual Funds, Inc. is based solely upon a Schedule 13G filed with the SEC on February 14, 2019. The address of Hartford Mutual Funds, Inc. is 690 Lee Road, Wayne, Pennsylvania 19087.
|
(7)
|
Consists of (a) 145,967 shares of common stock, (b) 32,171 shares of unvested performance restricted stock and (c) 1,525,731 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(8)
|
Consists of (a) 324,718 shares of common stock, (b) 13,559 shares of unvested performance restricted stock and (c) 432,116 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(9)
|
Consists of (a) 60,199 shares of common stock, (b) 13,559 shares of unvested performance restricted stock and (c) 508,720 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(10)
|
Consists of (a) 101,511 shares of common stock and (b) 442,160 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(11)
|
Consists of (a) 23,458 shares of common stock and (b) 22,355 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(12)
|
Consists of (a) 19,800 shares of common stock and (b) 78,650 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(13)
|
Consists of (a) 4,600 shares of common stock and (b) 52,150 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(14)
|
Consists of (a) 6,300 shares of common stock and (b) 78,650 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(15)
|
Consists of (a) 6,300 shares of common stock and (b) 62,150 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
(16)
|
Consists of (a) 1,996 shares of common stock and (b) 4,167 shares of common stock issuable upon exercise of options exercisable within 60 days after March 15, 2019.
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights and vesting of restricted stock
|
|
Weighted-average
exercise price of
outstanding options,
warrants, rights and restricted stock
|
|
Number of securities
remaining
available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|||||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|||||||
2005 Equity Incentive Plan
(1)
|
|
1,579,133
|
|
|
|
$
|
2.76
|
|
|
|
—
|
|
|
Amended and Restated Equity Plan
(1)
|
|
4,911,091
|
|
|
|
$
|
30.06
|
|
|
|
4,858,525
|
|
|
Employee Stock Purchase Plan
|
|
—
|
|
|
|
—
|
|
|
|
492,493
|
|
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|||||
Inducement Award Plan
|
|
1,017,601
|
|
|
|
$
|
48.04
|
|
|
|
245,906
|
|
|
Total
|
|
7,507,825
|
|
|
|
$
|
26.75
|
|
|
|
5,596,924
|
|
|
|
(1)
|
No additional awards will be made under the 2005 Equity Incentive Plan and 2013 Omnibus Incentive Plan. At the 2018 Annual Meeting of Stockholders held on June 7, 2018, the Company’s stockholders approved the adoption of the Amended and Restated Equity Plan. Any remaining shares available under the 2013 Omnibus Incentive Plan were allocated to the Amended and Restated Equity Plan.
|
|
By Order of the Board of Directors
|
|
|
|
Richard J. Rubino
|
|
Chief Financial Officer, Secretary and Treasurer
|
Aerie Pharmaceuticals, Inc.
4301 Emperor Boulevard, Suite 400
Durham, North Carolina 27703
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. 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 form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided 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 FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
|
||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
|
DETACH AND RETURN THIS PORTION ONLY
|
|
|
For
|
Withhold
|
For All
|
|
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
|
|
|
|
|
|
|
The Board of Directors recommends you vote FOR ALL for the following proposal:
|
All
|
All
|
Except
|
|
|
|
|
|
||
|
1. Election of Directors
|
¨
|
¨
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nominees
|
|
|
|
|
|
|
|
|
|
|
|
01 G. D. Cagle, Ph.D.
|
02 R. Croarkin
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors recommends you vote FOR the following proposal:
|
|
For
|
Against
|
|
Abstain
|
|||||
|
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
|
¨
|
¨
|
|
¨
|
||||||
|
3.
The Board of Directors recommends you vote FOR the following proposal:
To approve, by a non-binding vote, the compensation of our named executive officers (“say-on-pay”)
|
¨
|
¨
|
|
¨
|
||||||
|
NOTE:
Such other business as may properly come before the meeting or any adjournment thereof.
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|||||||
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
Date
|
|
|
|
AERIE PHARMACEUTICALS, INC.
Annual Meeting of Stockholders
May 23, 2019 8:00 A.M. Eastern Time
|
|
|
This proxy is solicited by the Board of Directors
The undersigned appoints Vicente Anido, Jr. and Richard J. Rubino, or either of them, as proxies, with full power of substitution, to represent the undersigned at the Annual Meeting of Stockholders of Aerie Pharmaceuticals, Inc. (the “Company”), to be held on Thursday, May 23, 2019, at 8:00 A.M. Eastern Time, at The St. Regis New York, located at Two East 55th Street, New York, New York 10022 and at any adjournments or postponements of the Annual Meeting, and to vote on behalf of the undersigned as specified in this Proxy all the shares of common stock of the Company that the undersigned would be entitled to vote if personally present, upon the matters referred to on the reverse side hereof, and, in their sole discretion, upon any other business as may properly come before the Annual Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the accompanying Proxy Statement and revokes any proxy heretofore given with respect to such Annual Meeting.
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, which are set forth on the reverse side hereof.
The votes entitled to be cast by the undersigned will be cast in the discretion of the persons named herein on any other matter that may properly come before the Annual Meeting and any adjournment or postponement thereof.
Continued and to be signed on reverse side
|
|
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