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Share Name | Share Symbol | Market | Type |
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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 |
¨ | Preliminary Proxy Statement | ||||
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
ý | Definitive Proxy Statement | ||||
¨ | Definitive Additional Materials | ||||
¨ | Soliciting Material under Section 240.14a-12 |
ý | No fee required. | |||||||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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¨ | Fee paid previously with preliminary materials. | |||||||
¨ | 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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Date Filed:
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Date: June 17, 2021
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Time: 8:00 A.M. Eastern Time
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Location: The Umstead Hotel and Spa
100 Woodland Pond Drive, Cary, North Carolina 27513
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1 | Election of the two nominees named in the attached proxy statement as Directors to serve on the Board of Directors for a three-year term, or until their successors are duly elected and qualified; | ||||
2 |
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
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3 | Conduct an advisory vote to approve compensation for our named executive officers (“say-on-pay”); and | ||||
4 | Consideration of any other business properly brought before the meeting and any adjournment or postponement thereof. |
By Order of the Board of Directors | ||
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Richard J. Rubino
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Chief Financial Officer, Secretary and Treasurer |
PROXY SUMMARY |
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Date: June 17, 2021
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Time: 8:00 A.M. Eastern Time
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Location: The Umstead Hotel and Spa
100 Woodland Pond Drive, Cary, North Carolina 27513
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Vote in Person | Vote by Mail | Vote by Telephone | Vote by Internet | ||||||||
To vote in person,
attend the Annual Meeting and we will give you a ballot when you arrive. |
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. |
Call the toll-free number
1-800-690-6903. 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. |
Go to the Internet website 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. |
PROPOSALS | BOARD VOTE RECOMMENDATION | REQUIRED VOTE | ||||||||||||
1 | Election of Class II Directors |
FOR EACH
NOMINEE |
Plurality of votes cast | |||||||||||
2 |
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021
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FOR | Majority of votes cast | |||||||||||
3 | Non-binding advisory vote on the compensation of our named executive officers (NEOs) | FOR | Majority of votes cast |
Aerie Pharmaceuticals, Inc. |
1
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2021 | Proxy Statement |
PROXY SUMMARY |
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U.S. Commercial Products | Outside the United States | ||||||||||||||||
19%
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+ |
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||||||||||||
Increase in
Net Revenues
Rhopressa® and Rocklatan®
$83.1 million for the year ended December 31, 2020
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Sales Volumes Increased Each Successive Quarter of 2020
Rhopressa® and Rocklatan®
in 2020
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EC Approval
Roclanda®
in Europe,
January 2021
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Executed Santen Agreement
Rhopressa® and Rocklatan®
in Japan,
October 2020
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Reported Positive Topline Data
Roclanda®
Mercury 3
Phase 3b
clinical trial
September 2020
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Initiated
Clinical Trial
Rhopressa®
in Japan,
October 2020
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Aerie Pharmaceuticals, Inc. |
2
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2021 | Proxy Statement |
PROXY SUMMARY |
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Glaucoma Product Manufacturing
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Product Candidates and Pipeline
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+ |
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FDA Approval at Athlone Plant
Rhopressa® and Rocklatan® Production for commercial distribution to the United States
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Initiated
Clinical Trial
AR-15512
TRPM8 agonist for dry eye
in the United States
October 2020
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Reported Positive Topline Data
AR-1105
dexamethasone steroid implant Phase 2 clinical trial in patients with macular edema due to RVO
July 2020
|
New Preclinical
Program
AR-14034 SR
pan-VEGF receptor inhibitor
Sustained Release Retinal Implant
for treatment of wet AMD and DME in the United States
Introduced early 2021
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Aerie Pharmaceuticals, Inc. |
3
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2021 | Proxy Statement |
PROXY SUMMARY |
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Environmental Stewardship | Social Responsibility | Corporate Governance | Human Capital | ||||||||
We employ green processes, materials, practices,
equipment and technologies where possible throughout our operations to foster conservation and reduce waste. We recognize our responsibility to be environmentally conscious and to contribute to the global effort of tackling climate change, moving toward a low-carbon economy and expanding the use of renewable energy, while minimizing energy consumption using various power-saving technologies and building end-to-end processes with sustainability and good manufacturing practices in mind. |
As an ophthalmic pharmaceutical company,
we are focused on the needs of patients, physicians and the communities we serve, including supporting patient advocacy through philanthropic donations targeted to accelerate treatments and cures for retinal diseases. We have donated hundreds of thousands of dollars to causes that we believe are important to society by supporting glaucoma research and patient education and providing free cataract surgery for underserved populations. |
At the Board level, our Nominating and Corporate Governance Committee monitors the effectiveness
of our corporate governance guidelines and our code of business conduct and ethics and oversees our ESG strategy and policies. We have established and follow our Aerie Compliance & Ethics (“ACE”) program in an effort to ensure integrity in our activities and compliance with all applicable legal and regulatory requirements. |
We are committed to providing our employees with a positive work environment that helps them realize their full potential and helps them contribute to the success of our company.
We have developed and implemented key initiatives that address Diversity and Inclusion, Talent and Development, Health and Safety, and Compensation and Benefits. |
Aerie Pharmaceuticals, Inc. |
4
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2021 | Proxy Statement |
PROXY SUMMARY |
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DIRECTOR NOMINEE | CLASS |
AGE(1)
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POSITION(S)
HELD |
DIRECTOR SINCE |
COMMITTEE
MEMBERSHIP |
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Mechiel (Michael) M. du Toit | II | 68 | Independent Director | 2015 |
Chair - Nominating & Corporate Governance
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David W. Gryska | II | 65 | Independent Director | 2018 |
Chair - Audit
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CONTINUING DIRECTORS | ||||||||||||||||||||
Vicente Anido, Jr., Ph.D. | I | 68 | Chief Executive Officer and Chairman of the Board | 2013 | Executive - Board Chairman | |||||||||||||||
Benjamin F. McGraw, III, Pharm.D. | I | 72 | Lead Independent Director | 2014 |
Chair - Compensation
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Julie McHugh | I | 56 | Independent Director | 2015 |
Audit;
Nominating & Corporate Governance
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Gerald D. Cagle, Ph.D. | III | 76 | Independent Director | 2013 |
Compensation;
Nominating & Corporate Governance
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Richard Croarkin | III | 66 | Independent Director | 2015 |
Audit;
Compensation
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Peter J. McDonnell, M.D. | III | 63 | Independent Director | 2020 |
Compensation;
Nominating & Corporate Governance
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Aerie Pharmaceuticals, Inc. |
5
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2021 | Proxy Statement |
PROXY SUMMARY |
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Number of directors | 8 | ||||
Percentage of directors who are independent | 88% | ||||
Directors who attended at least 75% of board and committee meetings in 2020 | ALL | ||||
Strong and active lead independent director | ü | ||||
100% independent audit, compensation and nominating and corporate governance committees | ü | ||||
Board and committees may engage outside advisors independent of management | ü | ||||
Annual board and committee self-evaluations | ü | ||||
Active stockholder engagement program | ü | ||||
Corporate governance guidelines | ü | ||||
Corporate governance guidelines formalize the consideration of diversity factors for director nominees | ü | ||||
Stock ownership guidelines for directors and executive officers | ü | ||||
No hedging or monetization transactions | ü | ||||
All employees, officers and directors must adhere to Code of Business Conduct and Ethics | ü |
Aerie Pharmaceuticals, Inc. |
6
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2021 | Proxy Statement |
PROXY SUMMARY |
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P
WHAT WE DO
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ü | Align annual incentive pay and performance by linking annual bonuses to the achievement of performance goals tied to Company financial and strategic objectives | ||||||
ü | Cap payouts for annual bonus | |||||||
ü | Require significant stock ownership by our executives and directors through our stock ownership guidelines | |||||||
ü | Maintain a claw back policy covering incentive compensation | |||||||
ü |
Consult an independent compensation consultant
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ü |
Evaluate the risk profile of our pay program
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ü |
Conduct an annual pay review
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ü |
Engage directly with our largest stockholders on a regular basis to solicit feedback
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ü |
Grant equity awards with “double-trigger” vesting upon a change in control
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ü | Appoint a Compensation Committee comprised solely of independent directors | |||||||
ü | Have a majority of executive compensation at-risk |
W
WHAT WE
DON’T DO
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X |
Provide gross-ups on excise taxes
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X |
Guarantee salary increases, bonuses, or grants of equity compensation
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X |
Provide executive perquisites
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X |
Provide pension plans or other post-employment benefit plans
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X |
Offer severance multipliers in excess of 2x base salary and bonus
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X |
Implement compensation or incentives that encourage unnecessary or excessive
risk taking |
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X |
Allow for hedging or unauthorized pledging of Company stock
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X |
Reprice stock options without stockholder approval
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Aerie Pharmaceuticals, Inc. |
7
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2021 | Proxy Statement |
PROXY SUMMARY |
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Aerie Pharmaceuticals, Inc. |
8
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2021 | Proxy Statement |
QUESTIONS AND ANSWERS |
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Aerie Pharmaceuticals, Inc. |
9
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2021 | Proxy Statement |
QUESTIONS AND ANSWERS |
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Aerie Pharmaceuticals, Inc. |
10
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2021 | Proxy Statement |
QUESTIONS AND ANSWERS |
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PROPOSALS | BOARD VOTE RECOMMENDATION | REQUIRED VOTE | ||||||||||||
1 | Election of Class II Directors |
FOR EACH
NOMINEE |
Plurality of votes cast | |||||||||||
2 |
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021
|
FOR | Majority of votes cast | |||||||||||
3 | Non-binding advisory vote on the compensation of our named executive officers (NEOs) | FOR | Majority of votes cast |
Aerie Pharmaceuticals, Inc. |
11
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2021 | Proxy Statement |
QUESTIONS AND ANSWERS |
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VOTING METHOD | VOTING INSTRUCTIONS | ||||
Vote at the Annual Meeting |
To vote in person, attend the Annual Meeting and we will give you a ballot when you arrive.
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Vote by Mail |
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 June 16, 2021, to be counted.
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Vote by Telephone |
Call the toll-free telephone number 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 June 16, 2021, to be counted.
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Vote by Internet |
Go to the Internet website 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 June 16, 2021, to be counted.
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Aerie Pharmaceuticals, Inc. |
12
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2021 | Proxy Statement |
QUESTIONS AND ANSWERS |
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Aerie Pharmaceuticals, Inc. |
13
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2021 | Proxy Statement |
QUESTIONS AND ANSWERS |
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Aerie Pharmaceuticals, Inc. |
14
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2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
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DIRECTOR NOMINEE | CLASS |
AGE(1)
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POSITION(S)
HELD |
DIRECTOR SINCE |
COMMITTEE
MEMBERSHIP |
|||||||||||||||
Mechiel (Michael) M. du Toit | II | 68 | Independent Director | 2015 | Chair - Nominating & Corporate Governance | |||||||||||||||
David W. Gryska | II | 65 | Independent Director | 2018 | Chair - Audit | |||||||||||||||
CONTINUING DIRECTORS | ||||||||||||||||||||
Vicente Anido, Jr., Ph.D. | I | 68 | Chief Executive Officer and Chairman of the Board | 2013 | Executive - Board Chairman | |||||||||||||||
Benjamin F. McGraw, III, Pharm.D. | I | 72 | Lead Independent Director | 2014 | Chair - Compensation | |||||||||||||||
Julie McHugh | I | 56 | Independent Director | 2015 |
Audit;
Nominating & Corporate Governance |
|||||||||||||||
Gerald D. Cagle, Ph.D. | III | 76 | Independent Director | 2013 |
Compensation;
Nominating & Corporate Governance |
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Richard Croarkin | III | 66 | Independent Director | 2015 |
Audit;
Compensation |
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Peter J. McDonnell, M.D. | III | 63 | Independent Director | 2020 |
Compensation;
Nominating & Corporate Governance |
Aerie Pharmaceuticals, Inc. |
15
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Number of directors | 8 | ||||
Percentage of directors who are independent | 88% | ||||
Directors who attended at least 75% of board and committee meetings in 2020 | ALL | ||||
Strong and active lead independent director | ü | ||||
100% independent audit, compensation and nominating and corporate governance committees | ü | ||||
Board and committees may engage outside advisors independent of management | ü | ||||
Annual board and committee self-evaluations | ü | ||||
Active stockholder engagement program | ü | ||||
Corporate governance guidelines | ü | ||||
Corporate governance guidelines formalize the consideration of diversity factors for director nominees | ü | ||||
Stock ownership guidelines for directors and executive officers | ü | ||||
No hedging or monetization transactions | ü | ||||
All employees, officers and directors must adhere to Code of Business Conduct and Ethics | ü |
Aerie Pharmaceuticals, Inc. |
16
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2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
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Aerie Pharmaceuticals, Inc. |
17
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2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
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Aerie Pharmaceuticals, Inc. |
18
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2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
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MECHIEL (MICHAEL) M. DU TOIT
|
Mechiel (Michael) M. du Toit has served as a member of our Board since June 2015.
In December 2017, Mr. du Toit was appointed Chief Growth Officer of Publicis Health, a division of Publicis Groupe, S.A., the third largest advertising and media company in the world. Mr. du Toit previously served as President and Chief Client Officer of Everyday Health since February 2015. Prior to this, Mr. du Toit served in various positions, including Global Group President of Publicis Healthcare Communications Group from March 2012 to February 2015. Mr. du Toit held various senior executive positions from July 2006 to February 2012 at other companies, including President of Digitas Health, where he was a founding member, Digitas Health Media and RazorFish Health. Mr. du Toit also has held executive roles at premier marketing agencies including Grey Advertising, BBD&O and Ventiv Health Communications.
Mr. du Toit also held senior marketing positions at pharmaceutical companies such as GlaxoSmithKline and Boehringer Ingelheim Pharmaceuticals. At Glaxo, as Vice President of Marketing, Mr. du Toit launched several blockbuster pharmaceutical products, including Serevent® (salmeterol) and Flonase® (fluticasone nasal). Mr. du Toit previously served as member of the National Pharmaceutical Council, Pharmaceutical Advertising Council, Advertising Club of Fairfield, Advertising Club of New York, Editorial Board of Medical Marketing and Media, Prescription Drug Advertising Coalition, and Triangle Advertising Federation. He started his career at Unilever, a consumer products company. Mr. du Toit received a B.S. in Economics and Marketing from Stellenbosch University in South Africa.
We believe that Mr. du Toit’s pharmaceutical industry and business experience provides him with the qualifications and skills to serve as a member of our Board.
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INDEPENDENT DIRECTOR
Age: 68
Director Since: 2015
Committees:
Chair - Nominating & Corporate Governance
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DAVID W. GRYSKA
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David W. Gryska rejoined our Board in September 2018 after serving as a member of our Board from March 2012 through May 2015.
Mr. Gryska retired from Incyte Corp. at the end of 2018, where he was Chief Financial Officer and Executive Vice President. Mr. Gryska currently serves on the board of directors of Seattle Genetics, Inc. and GW Pharmaceuticals plc.
Mr. Gryska has spent over 25 years as a senior executive at life science and biotechnology companies with extensive experience relating to financings, acquisitions, global expansion and strategic transactions. Prior to joining Incyte Corp., Mr. Gryska held positions including Chief Operating Officer at Myrexis, Inc., Chief Financial Officer and Senior Vice President at Celgene Corp., and Chief Financial Officer and Senior Vice President at Scios, Inc. Mr. Gryska holds a B.A. in Accounting and Finance from Loyola University in Chicago and an M.B.A. from Golden State University.
We believe that Mr. Gryska’s business and finance experience at various companies in the pharmaceutical industry provides him with the qualifications and skills to serve as a member of our Board.
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INDEPENDENT DIRECTOR
Age: 65
Director Since: 2018
Committees:
Chair - Audit
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Aerie Pharmaceuticals, Inc. |
19
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2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
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GERALD D. CAGLE, Ph.D.
|
Gerald D. Cagle, Ph.D. has served as a member of our Board since September 2013.
Dr. Cagle was appointed Senior Vice President of Research & Development at Alcon Laboratories Inc. in 1997, a position he held until 2009. From 2009 until his retirement in 2013, Dr. Cagle held the position of Chief Operating Officer at Cognoptix, a company focused on the diagnosis of Alzheimer's disease.
Dr. Cagle also serves on the board of directors of GrayBug, Inc., Nacuity Pharmaceuticals, Inc., AB2 Bio Ltd. and Novaliq GmbH. Dr. Cagle received his B.S. from Wayland College, earned both his M.S. and Ph.D. from the University of North Texas and completed the Program for Management Development at Harvard Business School.
We believe that Dr. Cagle’s scientific background and experience provides him with the qualifications and skills to serve as a member of our Board.
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INDEPENDENT DIRECTOR
Age: 76
Director Since: 2013
Committees:
Member - Compensation
Member - Nominating & Corporate Governance
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RICHARD CROARKIN
|
Richard Croarkin has served as a member of our Board since May 2015.
Mr. Croarkin previously was Chief Financial Officer of Nestle Health Science, a division of Nestle focused on medicalized nutrition solutions for chronic medical conditions, from December 2010 to February 2013.
From 2007 to 2010, Mr. Croarkin was Senior Vice President, Chief Financial Officer, and Corporate Strategy Officer at Alcon, which had annual sales of $7.1 billion and was the world’s leading ophthalmic pharmaceutical and medical device company before its acquisition by Novartis for $50 billion. In 2008 and 2009, Mr. Croarkin also served as a director on the supervisory board of the German publicly-traded company, WaveLight A.G., which manufactures and globally markets laser and diagnostic systems for refractive eye surgery. Previously, Mr. Croarkin was Executive Vice President and Chief Financial Officer of Nestle Waters North America, overseeing the finances of a business unit that grew to $4.4 billion in sales. Before joining Nestle, Mr. Croarkin worked for Pepsico Incorporated, where he served in a number of senior financial positions around the world, including as Chief Financial Officer of Pepsi Latin America and Pepsi Canada. Mr. Croarkin started his career with AMAX, Inc., where he worked in treasury, corporate development and planning.
Mr. Croarkin currently serves as a member of the board of directors of Clearside Biomedical, a company advancing eye disease therapies by delivering drugs to the suprachoroidal space via a proprietary microinjector. He also serves on occasion as a panelist on the NASDAQ Listing Qualifications Panel. In 2018, Mr. Croarkin was elected to the Board of Waveny LifeCare Network, Inc., a not-for-profit nursing home and healthcare provider for Southwestern Connecticut’s senior population. Mr. Croarkin received his B.A. in Economics from Georgetown University and his M.B.A. in Finance from the University of Connecticut.
We believe that Mr. Croarkin’s business and finance experience at various companies in the pharmaceutical industry provides him with the qualifications and skills to serve as a member of our Board.
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INDEPENDENT DIRECTOR
Age: 66
Director Since: 2015
Committees:
Member - Audit
Member - Compensation
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Aerie Pharmaceuticals, Inc. |
20
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2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
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PETER J. MCDONNELL, M.D.
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Peter J. McDonnell, M.D. has served as a member of our Board since June 2020.
Dr. McDonnell has been the William Holland Wilmer Professor and Director of the Wilmer Eye Institute of the Johns Hopkins University School of Medicine since 2003. Dr. McDonnell has also served as the Chief Medical Editor of Ophthalmology Times since 2004, and has served on the editorial boards of numerous ophthalmology journals.
Dr. McDonnell also serves as Immediate Past President and director of the National Alliance for Eye and Vision Research and the Alliance for Eye and Vision Research. He is Vice President of the PanAmerican Ophthalmological Association, the second largest professional organization of ophthalmologists in the world. In addition, Dr. McDonnell served as a member of the board of directors of Allergan from 2013 to 2020.
Dr. McDonnell is a graduate of the Johns Hopkins University School of Medicine and upon completion of his residency and fellowship he served as the Assistant Chief of Service at the Wilmer Eye Institute from 1987 to 1988. Dr. McDonnell served as a full-time faculty at the University of Southern California from 1988 until 1999, where he advanced to the rank of professor in 1994. In 1999 he became the Irving H. Leopold Professor and Chair of the Department of Ophthalmology at the University of California, Irvine. Dr. McDonnell is a member of the Achievement Rewards for College Scientists (ARCS) Foundation Alumni Hall of Fame.
We believe that Dr. McDonnell’s significant ophthalmology and academic experiences provide him with the qualifications and skills to serve as a member of our Board.
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INDEPENDENT DIRECTOR
Age: 63
Director Since: 2020
Committees:
Member - Compensation
Member - Nominating & Corporate Governance
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Aerie Pharmaceuticals, Inc. |
21
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2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
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BENJAMIN F. MCGRAW, III, Pharm.D.
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Benjamin F. McGraw, III, Pharm.D. has served as a member of our Board since September 2014.
Dr. McGraw has served as Executive Chairman and Chairman and Chief Executive Officer of TheraVida, Inc., a specialty pharmaceutical company, since 2011 and 2013, respectively. Dr. McGraw has also served as Executive Chairman of Auration Biotech, Inc., a private biotechnology company focused on regenerative therapies for ear, nose and throat diseases since 2014.
Dr. McGraw has served as a board member and as Executive Chairman of Trefoil Therapeutics Inc., an early stage biopharmaceutical company focused on developing a regenerative approach to corneal endothelial dystrophies and other diseases since 2017 and 2018, respectively. Dr. McGraw has also served as a Managing Member of Long Shadows Asset Management, LLC, an advisory company. Previously, Dr. McGraw was Chairman, President, and Chief Executive Officer of Valentis, Inc., Corporate Vice President, Corporate Development at Allergan, Inc., and Vice President, Development at Marion Laboratories, Inc. and Marion Merrell Dow Inc.
Dr. McGraw received his B.S. and his Doctor of Pharmacy from the University of Tennessee Health Science Center, where he also completed a clinical practice residency.
We believe that Dr. McGraw’s pharmaceutical industry and business experience provides him with the qualifications and skills to serve as a member of our Board.
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LEAD INDEPENDENT DIRECTOR
Age: 72
Director Since: 2014
Committees:
Chair - Compensation
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JULIE MCHUGH
|
Julie McHugh has served as a member of our Board since June 2015.
Ms. McHugh served as Chief Operating Officer of Endo Health Solutions, Inc. from March 2010 until her retirement in May 2013, where she was responsible for the specialty pharmaceutical and generic drug businesses. Prior to this, Ms. McHugh was Chief Executive Officer of Nora Therapeutics, Inc., a venture capital backed biotech start-up company focused on developing novel therapies for the treatment of infertility disorders. Previously, Ms. McHugh served as Company Group Chairman for Johnson & Johnson’s worldwide virology business unit, and prior to this, she was President of Centocor, Inc., a J&J subsidiary. In this role, Ms. McHugh oversaw the development and launches of several products, including Remicade® (infliximab), Prezista® (darunavir) and Intelence® (etravirine). Prior to joining Centocor, Ms. McHugh led marketing communications for gastrointestinal drug Prilosec® (omeprazole) at Astra-Merck Inc.
Ms. McHugh currently serves as chair of the board of directors of Ironwood Pharmaceuticals, Inc. and member of the board of directors of Lantheus Holdings, Inc., New Xellia Group A/S, Evelo Biosciences, Inc. and Trevena Pharmaceuticals, Inc. (through May 13, 2021). Ms. McHugh previously served on the board of directors of the Biotechnology Industry Organization (BIO), the New England Healthcare Institute (NEHI), the Pennsylvania Biotechnology Association, EPIRUS Biopharmaceuticals, Inc. and ViroPharma Inc. Ms. McHugh received her M.B.A. from St. Joseph’s University and her B.S. from Pennsylvania State University.
We believe that Ms. McHugh’s pharmaceutical and business experience provides her with the qualifications and skills to serve as a member of our Board.
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INDEPENDENT DIRECTOR
Age: 56
Director Since: 2015
Committees:
Member - Audit
Member - Nominating & Corporate Governance
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Aerie Pharmaceuticals, Inc. |
22
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
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COMPENSATION ELEMENT | CASH COMPENSATION | |||||||
Board of Directors | ||||||||
Lead Independent Director Retainer | $25,000 | |||||||
Directors’ Annual Retainer | $50,000 | |||||||
Committee Chair | ||||||||
Audit Committee | $20,000 | |||||||
Compensation Committee | $17,500 | |||||||
Nominating and Corporate Governance Committee | $10,000 | |||||||
Committee Member (Non-Chair) | ||||||||
Audit Committee | $10,000 | |||||||
Compensation Committee | $7,500 | |||||||
Nominating and Corporate Governance Committee | $5,000 | |||||||
NAME | FEES EARNED OR PAID IN CASH | OPTION AWARDS | STOCK AWARDS | TOTAL | ||||||||||||||||||||||||||||||||||
Gerald D. Cagle, Ph.D.
|
$64,725 | $63,997 | (1)(2) | $23,223 | (3) | $151,945 | ||||||||||||||||||||||||||||||||
Richard Croarkin
|
$64,162 | $63,997 | (1)(4) | $23,223 | (3) | $151,382 | ||||||||||||||||||||||||||||||||
Mechiel (Michael) M. du Toit
|
$61,113 | $63,997 | (1)(4) | $23,223 | (3) | $148,333 | ||||||||||||||||||||||||||||||||
David W. Gryska
|
$67,775 | $63,997 | (1)(5) | $23,223 | (3) | $154,995 | ||||||||||||||||||||||||||||||||
Peter J. McDonnell, M.D.
|
$35,027 | $241,892 | (6) | $— | $276,919 | |||||||||||||||||||||||||||||||||
Benjamin F. McGraw, III, Pharm.D.
|
$92,500 | $63,997 | (1)(7) | $23,223 | (3) | $179,720 | ||||||||||||||||||||||||||||||||
Julie McHugh
|
$65,000 | $63,997 | (1)(4) | $23,223 | (3) | $152,220 |
Aerie Pharmaceuticals, Inc. |
23
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Aerie Pharmaceuticals, Inc. |
24
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Aerie Pharmaceuticals, Inc. |
25
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
NAME | AUDIT | NOMINATING AND CORPORATE GOVERNANCE | COMPENSATION | |||||||||||||||||
Gerald D. Cagle, Ph.D.
|
X | X | ||||||||||||||||||
Richard Croarkin **
|
X | X | ||||||||||||||||||
Mechiel (Michael) M. du Toit
|
X* | |||||||||||||||||||
David W. Gryska**
|
X* | |||||||||||||||||||
Peter J. McDonnell, M.D.
|
X | X | ||||||||||||||||||
Benjamin F. McGraw, III, Pharm.D.***
|
X* | |||||||||||||||||||
Julie McHugh
|
X | X | ||||||||||||||||||
Total meetings in 2020
|
8 | 5 | 11 |
* | Committee Chair | ||||
** | Financial Expert | ||||
*** | Lead Independent Director |
Aerie Pharmaceuticals, Inc. |
26
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
AUDIT COMMITTEE |
KEY FUNCTIONS &
RESPONSIBILITIES
|
||||
Chair:
David W. Gryska
Other Members:
Richard Croarkin
Julie McHugh
|
|||||
•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 other disclosures 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;
•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, as required by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”);
•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;
•reviewing with our independent registered public accounting firm the planning and staffing of the audit, including the rotation requirements and other independence rules;
•reviewing and, if acceptable, approving any related person transactions in accordance with our related party transaction policy;
•overseeing and discussing with management our policies with respect to risk assessment and risk management, and any significant financial and operational risk exposures;
•setting policies for our hiring of employees or former employees of our independent registered public accounting firm.
•reviewing the adequacy of our Audit Committee charter at least annually;
•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; and
•monitoring compliance with legal and regulatory requirements and approving or disapproving any related-persons transactions after due consideration of any such related-person transaction.
|
Aerie Pharmaceuticals, Inc. |
27
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Aerie Pharmaceuticals, Inc. | |||||
Audit Committee | |||||
David W. Gryska, Chair
|
|||||
Richard Croarkin
|
|||||
Julie McHugh
|
Aerie Pharmaceuticals, Inc. |
28
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE |
KEY FUNCTIONS &
RESPONSIBILITIES
|
||||
Chair:
Mechiel (Michael) M. du Toit
Other Members:
Gerald D. Cagle, Ph.D.
Peter J. McDonnell, M.D.
Julie McHugh
|
•Identifying, considering and nominating candidates to serve on our Board;
•developing and recommending the minimum qualifications for service on our Board;
•overseeing the evaluation of the Board and management on an annual basis;
•considering nominations by stockholders of candidates for election to the Board;
•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;
•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;
•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);
•oversee ESG strategy and policies and review our operations with senior management to assess our progress in realizing these values;
•developing the overall framework for the annual self-evaluation conducted by the Board and each of its committees;
•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;
•considering questions of possible conflicts of interest of directors as such questions arise with regard to outside directorship commitments; and
•considering whether a director has sufficient time available to continue to perform all Board and committee responsibilities and duties effectively, taking into account, among other factors, service as a director on other public company boards.
|
||||
Aerie Pharmaceuticals, Inc. |
29
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
COMPENSATION
COMMITTEE
|
KEY FUNCTIONS &
RESPONSIBILITIES
|
||||
Chair:
Benjamin F. McGraw, III, Pharm.D.
Other Members:
Gerald D. Cagle, Ph.D.
Richard Croarkin
Peter J. McDonnell, M.D.
|
|||||
•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;
•overseeing the Company’s strategy and policies related to human capital management, including with respect to matters such as diversity and inclusion; talent and development; health and safety; and compensation and benefits; and
•reviewing the adequacy of our Compensation Committee charter on an annual basis.
|
Aerie Pharmaceuticals, Inc. |
30
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Aerie Pharmaceuticals, Inc. |
31
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Aerie Pharmaceuticals, Inc. |
32
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Aerie Pharmaceuticals, Inc. |
33
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Aerie Pharmaceuticals, Inc. |
34
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
Aerie Pharmaceuticals, Inc. |
35
|
2021 | Proxy Statement |
OUR BOARD OF DIRECTORS |
|
•competitive salaries and annual bonuses;
|
||
•equity compensation: stock options and restricted stock;
|
||
•employee stock purchase plan in which employees may purchase company stock at a discounted price;
|
||
•401(k) plan with 401(k) company match;
|
||
•premium health and dental insurance;
|
||
•life insurance;
|
||
•short-term and long-term disability insurance and workers’ compensation insurance;
|
||
•paid time off, paid sick leave and holidays; and
|
||
•personal leave of absence, military leave and family medical leave.
|
Aerie Pharmaceuticals, Inc. |
36
|
2021 | Proxy Statement |
PROPOSAL 1 |
|
DIRECTOR NOMINEE | CLASS |
AGE(1)
|
POSITION(S) HELD | DIRECTOR SINCE |
CURRENT TERM EXPIRES(2)
|
||||||||||||
Mechiel (Michael) M. du Toit
|
II | 68 | Independent Director | 2015 | 2021 | ||||||||||||
David W. Gryska
|
II | 65 | Independent Director | 2018 | 2021 |
P |
The Board of Directors unanimously recommends a vote FOR each of the nominees as set forth above.
|
Aerie Pharmaceuticals, Inc. |
37
|
2021 | Proxy Statement |
PROPOSAL 2 |
|
P |
The Board of Directors unanimously recommends a vote FOR the ratification of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
|
Aerie Pharmaceuticals, Inc. |
38
|
2021 | Proxy Statement |
PROPOSAL 2 |
|
FEES | 2020 | 2019 | ||||||||||||
Audit Fees (1)
|
$1,460,000 | $1,527,500 | ||||||||||||
Audit-related Services (2)
|
$1,650 | $0 | ||||||||||||
Tax Fees (3)
|
$38,728 | $20,000 | ||||||||||||
All Other Fees (4)
|
$16,300 | $11,800 | ||||||||||||
Total | $1,516,678 | $1,559,300 |
Aerie Pharmaceuticals, Inc. |
39
|
2021 | Proxy Statement |
EXECUTIVE OFFICERS |
|
EXECUTIVE |
AGE (1)
|
POSITION(S) HELD | |||||||||
Vicente Anido, Jr., Ph.D.(2)
|
68 | Chief Executive Officer and Chairman of the Board | |||||||||
Richard J. Rubino
|
63 | Chief Financial Officer, Secretary and Treasurer | |||||||||
Thomas A. Mitro
|
64 | President and Chief Operating Officer | |||||||||
Casey C. Kopczynski, Ph.D.
|
59 | Chief Scientific Officer | |||||||||
John W. LaRocca, Esq.
|
56 | General Counsel and Assistant Secretary | |||||||||
David A. Hollander, M.D., M.B.A.
|
47 | Chief Research and Development Officer |
RICHARD J. RUBINO
|
Richard J. Rubino has served as our Chief Financial Officer since October 2012.
From March 2008 to April 2012, Mr. Rubino served as Senior Vice President, Finance and Chief Financial Officer of Medco Health Solutions, Inc. and from May 1993 to March 2008 served as Controller, Chief Accounting Officer, and Vice President of Planning. Previously, Mr. Rubino held various positions at International Business Machines Corporation from 1983 to May 1993 and at PricewaterhouseCoopers LLP (formerly Price Waterhouse & Co.) from 1979 to 1983.
Mr. Rubino received his B.S. in Accounting from Manhattan College. He has been a director of the Northside Center for Child Development since 2009, the Board Treasurer from 2012 through 2016, and became Board President in 2016. He also currently serves as a member of the Finance Committee and Executive Committee.
|
||||
CHIEF FINANCIAL OFFICER
Positions:
Chief Financial Officer
Secretary and Treasurer
Age:
63
Joined Aerie:
2012
|
Aerie Pharmaceuticals, Inc. |
40
|
2021 | Proxy Statement |
EXECUTIVE OFFICERS |
|
THOMAS A. MITRO
|
Thomas A. Mitro has served as our President and Chief Operating Officer since August 2013.
From November 2012 to August 2013, Mr. Mitro served as Vice President, Sales and Marketing at Omeros Corporation, a clinical-stage biopharmaceutical company. Prior to this, Mr. Mitro was Vice President, Sales and Marketing at ISTA Pharmaceuticals from July 2002 to July 2012, where he was instrumental in building ISTA’s commercial operations and launching several eye-care products, including Bromday (bromfenac ophthalmic solution) 0.09% and Bepreve (bepotastine besilate ophthalmic solution) 1.5%. Previously, Mr. Mitro held various positions at Allergan, Inc., including Vice President, Skin Care; Vice President, Business Development; and Vice President, e-Business.
Mr. Mitro received his B.S. from Miami University.
|
||||
PRESIDENT & CHIEF OPERATING OFFICER
Positions:
President
Chief Operating Officer
Age:
64
Joined Aerie:
2013
|
CASEY C. KOPCZYNSKI, Ph.D.
|
Casey C. Kopczynski, Ph.D. has served as our Chief Scientific Officer since co-founding our company in 2005.
From 2002 to 2005, Dr. Kopczynski was the Managing Partner at Biotech Initiative, LLC, a consulting practice dedicated to emerging biotech companies. Dr. Kopczynski was also previously the Vice President of Research at Ercole Biotech, Inc. from 2003 to 2004, a company developing drugs for the treatment of cancer, inflammation and orphan genetic diseases. Prior to Ercole Biotech, Inc., Dr. Kopczynski was Director of Research and a founding member of the scientific staff at Exelixis, Inc. from 1996 to 2002.
Dr. Kopczynski received his Ph.D. in Molecular, Cellular and Developmental Biology from Indiana University and was a Jane Coffin Childs Research Fellow at the University of California, Berkeley.
|
||||
CHIEF SCIENTIFIC
OFFICER
Position:
Chief Scientific Officer
Age:
59
Joined Aerie:
2005
|
Aerie Pharmaceuticals, Inc. |
41
|
2021 | Proxy Statement |
EXECUTIVE OFFICERS |
|
JOHN W. LAROCCA, Esq.
|
John W. LaRocca, Esq. has served as our General Counsel since February 2018.
From March 2015 through January 2018, Mr. LaRocca served as Executive Vice President and General Counsel for Eagle Pharmaceuticals, Inc. From December 2005 through December 2012, Mr. LaRocca was Chief Legal Officer for the Americas for Actavis Inc. and from January 2013 through December 2014, was Deputy General Counsel for Actavis plc. Prior to such time, Mr. LaRocca served as Divisional Counsel-US Generics for both Purepac Pharmaceuticals and Alpharma Pharmaceuticals from September 2000 through December 2005.
Previously, Mr. LaRocca practiced corporate and commercial law in New York with Parker Duryee Rosoff & Haft; Christie & Viener; and Webster & Sheffield.
Mr. LaRocca received his B.A. from Columbia College and his J.D. from Columbia Law School.
|
||||
GENERAL COUNSEL
Positions:
General Counsel
Assistant Secretary
Age:
56
Joined Aerie:
2018
|
DAVID A. HOLLANDER, M.D., M.B.A.
|
David A. Hollander, M.D., M.B.A., has served as our Chief Research and Development Officer since November 2019.
Dr. Hollander began his career in industry in 2006 at Allergan as a Medical Director of Ophthalmology where he also held a number of leadership roles including Vice President of Eye Care for US Medical Affairs, Vice President and Head of Eye Care for Global Medical Affairs, as well as Therapeutic Area Head in Clinical Development for Anterior Segment and Consumer Eye Care. During this time, Dr. Hollander continued to see patients and instruct residents and fellows in cataract surgery and corneal transplantation. In 2016, Dr. Hollander joined Ora, Inc, the leading ophthalmic Contract Research Organization, as Chief Medical Officer. While at Ora, Dr. Hollander oversaw medical operations across pharmaceutical and device clinical development, preclinical studies, as well as research and development into new regulatory endpoints, most notably the development of novel mobility courses for evaluating treatments for inherited retinal diseases.
Dr. Hollander received his B.S. in chemistry with honors and distinction from Stanford University, and earned his medical degree at the University of Pennsylvania School of Medicine. Dr. Hollander also obtained an M.B.A. in Health Care Management from the Wharton School at the University of Pennsylvania.
|
||||
CHIEF RESEARCH
AND DEVELOPMENT OFFICER
Positions:
Chief Research and
Development Officer
Age:
47
Joined Aerie:
2019
|
Aerie Pharmaceuticals, Inc. |
42
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Vicente Anido, Jr., Ph.D.
|
Richard J. Rubino
|
Thomas A. Mitro
|
||||||||||||
Chief Executive Officer
and Chairman of the Board |
Chief Financial Officer, Secretary and Treasurer |
President and Chief
Operating Officer |
||||||||||||
Casey C. Kopczynski, Ph.D.
|
John W. LaRocca, Esq.
|
David A. Hollander, M.D., M.B.A.
|
||||||||||||
Chief Scientific Officer |
General Counsel
and Assistant Secretary |
Chief Research and
Development Officer |
Aerie Pharmaceuticals, Inc. |
43
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
COMPANY OVERVIEW
We are an ophthalmic pharmaceutical company focused on the discovery, development and commercialization of first-in-class therapies for the treatment of patients with open-angle glaucoma, ocular surface diseases and retinal diseases. In 2020, we accomplished a number of key objectives that are critical to our continued growth. The industry we operate in is highly competitive from a business and human resource perspective, and thus we use our compensation program to create a competitive advantage. Our Compensation Committee based its actions in 2020 on the performance and accomplishments of the company throughout the year.
2020 Business and Financial Highlights
U.S. Commercial Products
Net Product revenue in 2020 of $83.1 million, which represents a 19% increase as compared to the prior year, was driven by our U.S. FDA approved glaucoma franchise products, Rhopressa® and Rocklatan®. Although there was a decline in total prescription volumes in April 2020, as seen within the entire pharmaceutical market according to IQVIA data primarily due to the impact of the COVID-19 pandemic, our sales volumes have increased each successive quarter in 2020 as compared to the first quarter of 2020 for both Rhopressa® and Rocklatan®.
We have obtained formulary coverage for Rhopressa® and Rocklatan® for the majority of lives covered under commercial plans and Medicare Part D plans. Our commercial team responsible for sales of Rhopressa® and Rocklatan® is targeting eye-care professionals throughout the United States, and with the addition of a contract sales organization and a separate telesales team in 2020, we are able to reach over 16,000 eye-care professionals.
Outside the United States
In Europe, Roclanda® (marketed as Rocklatan® in the United States) was granted a Centralised MA by the EC in January 2021. Roclanda® represents our second EC approved product in Europe as Rhokiinsa® (marketed as Rhopressa® in the United States) was granted a Centralised MA by the EC in late 2019.
Furthermore, we reported positive interim topline 90-day efficacy data in September 2020 for our Phase 3b clinical trial for Roclanda®, named Mercury 3, which we believe is important to the execution of our strategy in Europe, which generated interest from potential collaboration partners.
In Japan, we entered into the Santen Agreement with Santen in October 2020 to advance our clinical development and ultimately commercialize Rhopressa® and Rocklatan® in Japan and eight other countries in Asia. The agreement included an upfront payment to Aerie of $50.0 million, with net cash proceeds after withholding taxes of $45.0 million received in the fourth quarter of 2020. We initiated a Rhopressa® Phase 3 clinical trial in December 2020, the first of three expected Phase 3 clinical trials in Japan. Clinical trials for Rocklatan® have not yet begun.
Glaucoma Product Manufacturing
We have a sterile fill production facility in Athlone, Ireland, for the production of our clinical supplies and our products approved by the U.S. FDA. We received FDA approval for production for commercial distribution to the United States for Rocklatan® in the first quarter of 2020 and Rhopressa® in the third quarter of 2020. Shipments of commercial supply of Rocklatan® and Rhopressa® from the Athlone manufacturing plant to the
|
19%
|
||||||||||
INCREASE IN NET REVENUES
Rhopressa® and Rocklatan®
$83.1 million for the year ended December 31, 2020
|
|||||||||||
|
|||||||||||
Sales Volumes Increased Each Successive Quarter of 2020
Rhopressa® and Rocklatan®
in 2020
|
|||||||||||
|
|||||||||||
EC Approval
Roclanda®
in Europe
January 2021
|
|||||||||||
+ | |||||||||||
Reported Positive Topline Data
Roclanda® Mercury 3
Phase 3b clinical trial
September 2020
|
|||||||||||
|
|||||||||||
Executed Santen Agreement
Rhopressa® and Rocklatan®
in Japan, October 2020
|
|||||||||||
|
|||||||||||
Initiated
Clinical Trial
Rhopressa®
in Japan, October 2020
|
Aerie Pharmaceuticals, Inc. |
44
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Aerie Pharmaceuticals, Inc. |
45
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
COMPENSATION AREA | HIGHLIGHTS | ||||
Cash Compensation |
•Approved base salary increases of 3-6% for our NEOs, recognizing individual performance and contributions as well as considering market positioning
•Maintained 2020 bonus targets (expressed as a percent of base salary) at the same level as 2019
•Approved a corporate achievement for 2020 bonuses of 93.6% based on incentive goals and weightings previously approved by the Committee that were established from our budget and strategic plan for the fiscal year; bonus payouts averaged at 94.2% for the NEOs after adjusting for individual performance
|
||||
Equity Compensation |
•Granted annual equity awards to our NEOs in February 2020 consisting of stock options and restricted stock awards with 4-year ratable vesting (no change to grant schedule or equity design)
•The value of the 2020 annual equity grants were significantly lower than the prior year’s grants, as further explained below in the section entitled “Fiscal 2020 Compensation Program in Detail - Long Term Equity Incentive Compensation”
|
||||
Process / Governance |
•Engaged ClearBridge Compensation Group in Q2 2020 as the Compensation Committee’s independent advisor on compensation matters
|
COMPENSATION AREA | HIGHLIGHTS | ||||
Peer Group |
•In Q3 2020, adopted a new peer group that is more closely aligned with our company size to inform compensation decisions
|
||||
Cash Compensation |
•Approved base salary increases for our NEOs approximating 2%
•Maintained 2020 NEO annual bonus target percentages for 2021
•Approved corporate incentive goals and weightings for the 2021 annual bonus
|
||||
Equity Compensation |
•Approved 2021 equity incentive awards that reflected competitive market data and performance during 2020, with the value of such awards being significantly lower as compared to the previous year’s grants (in a manner similar to the approach utilized for 2020 grants)
|
Aerie Pharmaceuticals, Inc. |
46
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Aerie Pharmaceuticals, Inc. |
47
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
P
WHAT WE DO
|
ü | Align annual incentive pay and performance by linking annual bonuses to the achievement of performance goals tied to Company financial and strategic objectives | ||||||
ü | Cap payouts for annual bonus | |||||||
ü | Require significant stock ownership by our executives and directors through our stock ownership guidelines | |||||||
ü | Maintain a claw back policy covering incentive compensation | |||||||
ü |
Consult an independent compensation consultant
|
|||||||
ü |
Evaluate the risk profile of our pay program
|
|||||||
ü |
Conduct an annual pay review
|
|||||||
ü |
Engage directly with our largest stockholders on a regular basis to solicit feedback
|
|||||||
ü |
Grant equity awards with “double-trigger” vesting upon a change in control
|
|||||||
ü | Appoint a Compensation Committee comprised solely of independent directors | |||||||
ü | Have a majority of executive compensation at-risk |
W
WHAT WE
DON’T DO
|
X |
Provide gross-ups on excise taxes
|
||||||
X |
Guarantee salary increases, bonuses, or grants of equity compensation
|
|||||||
X |
Provide executive perquisites
|
|||||||
X |
Provide pension plans or other post-employment benefit plans
|
|||||||
X |
Offer severance multipliers in excess of 2x base salary and bonus
|
|||||||
X |
Implement compensation or incentives that encourage unnecessary or excessive
risk taking |
|||||||
X |
Allow for hedging or unauthorized pledging of Company stock
|
|||||||
X |
Reprice stock options without stockholder approval
|
Aerie Pharmaceuticals, Inc. |
48
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
•Maintain a pay-for-performance culture
•Foster long-term alignment with stockholders
•Preserve a low risk profile
•Reflect internal equity considerations
|
•Emphasize variable performance-based compensation
•Directly tie pay outcomes to value creation and support individual retention through annual equity awards
•Utilize key governance best practices
•Consider individual factors when making award determinations
|
Aerie Pharmaceuticals, Inc. |
49
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Approving target pay opportunities for our NEOs on an annual basis by evaluating Company and individual performance. Specifically, the Compensation Committee evaluates:
•each executive officer’s role and responsibilities, and performance in that role;
•each executive officer’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.
|
||
Approving grants of equity awards under our stock incentive plans | ||
Designing the annual bonus program each year and approving payouts based on Company and individual performance | ||
Reviewing and approving any compensation-related agreements | ||
Reviewing whether our compensation program encourages excessive risk-taking | ||
Reviewing non-executive director compensation |
Aerie Pharmaceuticals, Inc. |
50
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
ACADIA Pharmaceuticals Inc. | Intercept Pharmaceuticals, Inc. | ||||
Agios Pharmaceuticals, Inc. | Ironwood Pharmaceuticals, Inc. | ||||
Amicus Therapeutics, Inc. | Neurocrine Biosciences, Inc. | ||||
Clovis Oncology, Inc. | Omeros Corporation | ||||
Coherus BioScience, Inc. | Portola Pharmaceuticals, Inc. | ||||
Corcept Therapeutics Incorporated | Radius Health, Inc. | ||||
Glaukos Corporation | Ultragenyx Pharmaceutical Inc. | ||||
Insmed Incorporated | |||||
Company Details:
•U.S. based
•Publicly traded on a major U.S. exchange
|
¢ |
Industry:
•Primarily Biotechnology and Pharmaceuticals
|
¢ |
Company Size:
Revenue:
•Approximately 1/2x to 2x of Aerie’s
•Positive Estimated Revenue Growth
|
Market Cap:
•Approximately 1/3x to 3x of Aerie’s
|
Aerie Pharmaceuticals, Inc. |
51
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Anika Therapeutics, Inc. | Karyopharm Therapeutics Inc. | ||||
Athenex, Inc. | MacroGenics, Inc. | ||||
BioDelivery Sciences International | MannKind Corporation | ||||
Catalyst Pharmaceuticals, Inc. |
Pfenex Inc. (1)
|
||||
Clovis Oncology, Inc. | Rigel Pharmaceuticals, Inc. | ||||
Dynavax Technologies Corp | TherapeuticsMD, Inc. | ||||
Flexion Therapeutics, Inc. | Theravance Biopharma, Inc. | ||||
Heron Therapeutics, Inc. | Vericel Corporation | ||||
Intersect ENT, Inc. | Xencor, Inc. | ||||
Aerie Pharmaceuticals, Inc. |
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
ELEMENT | DESCRIPTION | FORM | PERFORMANCE PERIOD | PERFORMANCE MEASURES | PAYOUT | ||||||||||||
Base Salary | Fixed amount to attract and retain top talent | Cash | — | — | — | ||||||||||||
Annual Cash
Bonus |
At-risk variable incentive compensation used to reward strong Company and individual performance against critical annual goals | Cash |
1 Year
1/1/2020 - 12/31/2020 |
Net Revenue,
Net Income After Taxes, Ending Cash Balance & Strategic Goals |
0% - 200% | ||||||||||||
Long-Term Incentive
Awards |
At-risk variable incentive compensation
with value tied to stock price growth that promotes performance, supports retention and creates stockholder alignment |
Stock Options | 4-Year Ratable Vesting (Monthly) & 10-Year Term | Absolute Stock Price Appreciation | — | ||||||||||||
Restricted Stock Awards | 4-Year Ratable Vesting (Annually) | — | — |
Aerie Pharmaceuticals, Inc. |
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2021 | Proxy Statement |
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|
Base Salary at | Base Salary at | Percent | |||||||||
EXECUTIVE | December 31, 2019 | December 31, 2020 | Increase | ||||||||
Vicente Anido, Jr., Ph.D.
|
$772,500 | $795,675 | 3.0% | ||||||||
Richard J. Rubino
|
$463,000 | $476,890 | 3.0% | ||||||||
Thomas A. Mitro
|
$473,800 | $501,000 | 5.7% | ||||||||
Casey C. Kopczynski, Ph.D.
|
$435,000 | $448,050 | 3.0% | ||||||||
John W. LaRocca, Esq.
|
$430,000 | $442,900 | 3.0% | ||||||||
David A. Hollander, M.D., M.B.A.
|
$430,000 | $450,000 | 4.7% |
Aerie Pharmaceuticals, Inc. |
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|
Base Salary | x | Individual Target Award % | x |
Net Revenue
(40% Weight)
|
+ |
Net Income After Taxes (5% Weight)
|
+ |
Ending Cash Balance
(5% Weight)
|
+ |
Strategic Measures
(50% Weight)
|
= |
Annual Bonus
(prior to adjustment for individual performance, etc.)
|
||||||||||||||||||||||||||
Target Bonus Opportunity | Company Performance |
EXECUTIVE |
TARGET BONUS OPPORTUNITY AS
PERCENTAGE OF BASE SALARY AS OF DECEMBER 31, 2020 |
TARGET BONUS OPPORTUNITY
IN DOLLARS |
|||||||||
Vicente Anido, Jr., Ph.D.
|
70% | $556,973 | |||||||||
Richard J. Rubino
|
50% | $238,445 | |||||||||
Thomas A. Mitro
|
50% | $250,500 | |||||||||
Casey C. Kopczynski, Ph.D.
|
50% | $224,025 | |||||||||
John W. LaRocca, Esq.
|
50% | $221,450 | |||||||||
David A. Hollander, M.D., M.B.A.(1)
|
50% | $220,958 |
Aerie Pharmaceuticals, Inc. |
55
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
CORE GOALS | WEIGHTING | ACHIEVEMENT | ||||||
1. Achieve 2020 budgeted net revenue of $108 million, net income after tax of ($182) million and ending cash balance of $191 million (partially met based on $83.1 million net revenue, ($178.1) million net income after tax, and $195.4 million ending cash balance)
|
50% | 43.6% | ||||||
2. Pipeline (met)
|
20% | 20% | ||||||
• Report topline data from AR-1105 Phase 2 study | ||||||||
• Completion of enrollment in AR-13503 Phase 1b Stage 1 study | ||||||||
• First patient dosed in P2 for AVX-012 | ||||||||
3. Globalization (met)
|
15% | 15% | ||||||
• Completion of Japan partnering agreement | ||||||||
• Report topline data from Mercury 3 study in Europe | ||||||||
• EMA approval of Roclanda®
|
||||||||
4. Manufacturing (met)
|
15% | 15% | ||||||
• Ireland Plant commercial production of Rocklatan® and Rhopressa®
|
||||||||
• PRINT implant semi auto-load operational | ||||||||
Total | 100% | 93.6% |
Aerie Pharmaceuticals, Inc. |
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|
EXECUTIVE | 2020 TARGET BONUS OPPORTUNITY IN DOLLARS | 2020 ACTUAL BONUS PAYOUT |
PAYOUT PERCENTAGE
OF TARGET |
||||||||
Vicente Anido, Jr., Ph.D.
|
$556,973 | $521,326 | 93.6% | ||||||||
Richard J. Rubino
|
$238,445 | $229,000 | 96.0% | ||||||||
Thomas A. Mitro
|
$250,500 | $238,000 | 95.0% | ||||||||
Casey C. Kopczynski, Ph.D.
|
$224,025 | $209,690 | 93.6% | ||||||||
John W. LaRocca, Esq.
|
$221,450 | $207,300 | 93.6% | ||||||||
David A. Hollander, M.D., M.B.A.(1)
|
$220,958 | $206,850 | 93.6% |
Aerie Pharmaceuticals, Inc. |
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
EXECUTIVE | GRANT DATE |
# OF TIME-VESTED
STOCK OPTIONS |
# OF TIME-VESTED RESTRICTED STOCK AWARDS | ||||||||
Vicente Anido, Jr., Ph.D.
|
2/6/2020 | 125,000 | 28,000 | ||||||||
Richard J. Rubino
|
2/6/2020 | 52,000 | 11,750 | ||||||||
Thomas A. Mitro
|
2/6/2020 | 62,500 | 14,000 | ||||||||
Casey C. Kopczynski, Ph.D.
|
2/6/2020 | 45,000 | 10,000 | ||||||||
John W. LaRocca, Esq.
|
2/6/2020 | 15,500 | 3,500 | ||||||||
David A. Hollander, M.D., M.B.A.(1)
|
— | — | — |
Aerie Pharmaceuticals, Inc. |
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
EXECUTIVE |
FAIR VALUE OF 2020
EQUITY INCENTIVE AWARDS |
FAIR VALUE OF 2021 EQUITY INCENTIVE AWARDS | % CHANGE | ||||||||
Vicente Anido, Jr., Ph.D.
|
$2,303,088 | $1,952,112 | (15)% | ||||||||
Richard J. Rubino
|
$960,359 | $818,473 | (15)% | ||||||||
Thomas A. Mitro
|
$1,151,709 | $976,071 | (15)% | ||||||||
Casey C. Kopczynski, Ph.D.
|
$827,633 | $777,540 | (6)% | ||||||||
John W. LaRocca, Esq.(1)
|
$286,217 | $777,671 | * | ||||||||
David A. Hollander, M.D., M.B.A.(2)
|
$— | $777,410 | — |
Aerie Pharmaceuticals, Inc. |
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
POSITION | GUIDELINE | |||||||
Chief Executive Officer | 3x Annual Base Salary | |||||||
Other Executive Officers | 1x Annual Base Salary | |||||||
Directors | 3x Annual Base Retainer |
Aerie Pharmaceuticals, Inc. |
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Aerie Pharmaceuticals, Inc. Compensation Committee | ||
Benjamin F. McGraw, III, Pharm.D., Chair
|
||
Gerald D. Cagle, Ph.D.
|
||
Richard Croarkin
|
||
Peter J. McDonnell, M.D.
|
Aerie Pharmaceuticals, Inc. |
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COMPENSATION DISCUSSION & ANALYSIS |
|
NAME AND PRINCIPAL POSITION | YEAR |
SALARY
($) |
NON-EQUITY INCENTIVE PLAN COMPENSATION
($)(1)
|
STOCK AWARDS
($)(2)
|
OPTION AWARDS
($)(3)
|
ALL OTHER COMPENSATION
($)(4)
|
TOTAL
($) |
|||||||||||||||||||||||||||||||||||||
Vicente Anido, Jr., Ph.D.
|
2020 | 795,675 | 521,326 | 593,040 | 1,710,048 | — | 3,620,089 | |||||||||||||||||||||||||||||||||||||
Chief Executive Officer and Chairman of the Board | 2019 | 772,500 | 362,303 | 1,094,538 | 3,300,325 | — | 5,529,666 | |||||||||||||||||||||||||||||||||||||
2018 | 750,000 | 409,500 | 1,360,866 | 4,254,360 | — | 6,774,726 | ||||||||||||||||||||||||||||||||||||||
Richard J. Rubino
|
2020 | 476,890 | 229,000 | 248,865 | 711,494 | 11,922 | 1,678,171 | |||||||||||||||||||||||||||||||||||||
Chief Financial Officer,
Secretary and Treasurer |
2019 | 463,000 | 145,799 | 459,428 | 1,385,604 | 11,575 | 2,465,406 | |||||||||||||||||||||||||||||||||||||
2018 | 450,000 | 175,500 | 571,218 | 1,785,832 | 5,625 | 2,988,175 | ||||||||||||||||||||||||||||||||||||||
Thomas A. Mitro
|
2020 | 501,000 | 238,000 | 296,520 | 855,189 | 8,683 | 1,899,392 | |||||||||||||||||||||||||||||||||||||
President and Chief
Operating Officer |
2019 | 473,800 | 103,000 | 550,348 | 1,659,848 | 5,980 | 2,792,976 | |||||||||||||||||||||||||||||||||||||
2018 | 460,000 | 161,000 | 684,262 | 2,139,054 | — | 3,444,316 | ||||||||||||||||||||||||||||||||||||||
Casey C. Kopczynski, Ph.D.
|
2020 | 448,050 | 209,690 | 211,800 | 615,833 | 7,841 | 1,493,214 | |||||||||||||||||||||||||||||||||||||
Chief Scientific Officer | 2019 | 435,000 | 139,896 | 344,560 | 1,038,845 | 7,613 | 1,965,914 | |||||||||||||||||||||||||||||||||||||
2018 | 415,000 | 161,850 | 428,400 | 1,339,321 | 1,183 | 2,345,754 | ||||||||||||||||||||||||||||||||||||||
John W. LaRocca, Esq.
|
2020 | 442,900 | 207,300 | 74,130 | 212,087 | 8,663 | 945,080 | |||||||||||||||||||||||||||||||||||||
General Counsel and
Assistant Secretary |
2019 | 430,000 | 136,848 | 493,250 | 1,454,807 | 9,454 | 2,524,359 | |||||||||||||||||||||||||||||||||||||
2018 | 361,141 | 153,700 | 975,600 | 2,677,383 | 6,225 | 4,174,049 | ||||||||||||||||||||||||||||||||||||||
David A. Hollander, M.D., M.B.A.(5)
|
2020 | 441,917 | 206,850 | — | — | — | 648,767 | |||||||||||||||||||||||||||||||||||||
Chief Research and
Development Officer |
2019 | 61,894 | 185,000 | 476,250 | 1,371,985 | — | 2,095,129 | |||||||||||||||||||||||||||||||||||||
Aerie Pharmaceuticals, Inc. |
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1)
|
ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OF 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($)(5)
|
||||||||||||||||||||||||||||||||||
NAME | GRANT DATE | THRESHOLD ($) |
TARGET
($) |
MAXIMUM ($) | ||||||||||||||||||||||||||||||||||
Vicente Anido, Jr., Ph.D.
|
||||||||||||||||||||||||||||||||||||||
Performance Bonus | — | — | 556,973 | 1,113,946 | — | — | — | — | ||||||||||||||||||||||||||||||
Stock Option Award | 2/6/2020 | — | — | — | — | 125,000 | 21.18 | 1,710,048 | ||||||||||||||||||||||||||||||
Restricted Stock Award | 2/6/2020 | — | — | — | 28,000 | — | — | 593,040 | ||||||||||||||||||||||||||||||
Richard J. Rubino
|
||||||||||||||||||||||||||||||||||||||
Performance Bonus | — | — | 238,445 | 476,890 | — | — | — | — | ||||||||||||||||||||||||||||||
Stock Option Award | 2/6/2020 | — | — | — | — | 52,000 | 21.18 | 711,494 | ||||||||||||||||||||||||||||||
Restricted Stock Award | 2/6/2020 | — | — | — | 11,750 | — | — | 248,865 | ||||||||||||||||||||||||||||||
Thomas A. Mitro
|
||||||||||||||||||||||||||||||||||||||
Performance Bonus | — | — | 250,500 | 501,000 | — | — | — | — | ||||||||||||||||||||||||||||||
Stock Option Award | 2/6/2020 | — | — | — | — | 62,500 | 21.18 | 855,189 | ||||||||||||||||||||||||||||||
Restricted Stock Award | 2/6/2020 | — | — | — | 14,000 | — | — | 296,520 | ||||||||||||||||||||||||||||||
Casey C. Kopczynski, Ph.D.
|
||||||||||||||||||||||||||||||||||||||
Performance Bonus | — | — | 224,025 | 448,050 | — | — | — | — | ||||||||||||||||||||||||||||||
Stock Option Award | 2/6/2020 | — | — | — | — | 45,000 | 21.18 | 615,833 | ||||||||||||||||||||||||||||||
Restricted Stock Award | 2/6/2020 | — | — | — | 10,000 | — | — | 211,800 | ||||||||||||||||||||||||||||||
John W. LaRocca, Esq.
|
||||||||||||||||||||||||||||||||||||||
Performance Bonus | — | — | 221,450 | 442,900 | — | — | — | — | ||||||||||||||||||||||||||||||
Stock Option Award | 2/6/2020 | — | — | — | — | 15,500 | 21.18 | 212,087 | ||||||||||||||||||||||||||||||
Restricted Stock Award | 2/6/2020 | — | — | — | 3,500 | — | — | 74,130 | ||||||||||||||||||||||||||||||
David A. Hollander, M.D., M.B.A.(6)
|
||||||||||||||||||||||||||||||||||||||
Performance Bonus | — | — | 220,958 | 441,916 | — | — | — | — | ||||||||||||||||||||||||||||||
Aerie Pharmaceuticals, Inc. |
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COMPENSATION DISCUSSION & ANALYSIS |
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Aerie Pharmaceuticals, Inc. |
64
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Aerie Pharmaceuticals, Inc. |
65
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2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
NAME | OPTION AWARDS | STOCK AWARDS | ||||||||||||||||||||||||||||||||||||||||||
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE
(#) |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE
(#) |
OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE |
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
(#) |
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
($) |
|||||||||||||||||||||||||||||||||||||||
Vicente Anido, Jr., Ph.D.
|
846,329 | — | (1) | 3.15 | 9/12/2023 | — | — | |||||||||||||||||||||||||||||||||||||
300,000 | — | (1) | 20.70 | 3/13/2024 | — | — | ||||||||||||||||||||||||||||||||||||||
133,125 | — | (1) | 28.03 | 2/25/2025 | — | — | ||||||||||||||||||||||||||||||||||||||
150,504 | — | (1) | 16.69 | 2/24/2026 | — | — | ||||||||||||||||||||||||||||||||||||||
149,048 | 6,480 | (2) | 44.25 | 2/23/2027 | — | — | ||||||||||||||||||||||||||||||||||||||
81,004 | 33,354 | (3) | 53.55 | 2/8/2028 | — | — | ||||||||||||||||||||||||||||||||||||||
52,414 | 61,944 | (4) | 43.07 | 2/7/2029 | — | — | ||||||||||||||||||||||||||||||||||||||
26,042 | 98,958 | (5) | 21.18 | 2/6/2030 | — | — | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 4,320 | (6) | 58,363 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 12,706 | (7) | 171,658 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 19,060 | (8) | 257,501 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 28,000 | (9) | 378,280 | ||||||||||||||||||||||||||||||||||||||
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 | — | — | ||||||||||||||||||||||||||||||||||||||
54,375 | — | (1) | 28.03 | 2/25/2025 | — | — | ||||||||||||||||||||||||||||||||||||||
60,000 | — | (1) | 16.69 | 2/24/2026 | — | — | ||||||||||||||||||||||||||||||||||||||
41,227 | 1,792 | (2) | 44.25 | 2/23/2027 | — | — | ||||||||||||||||||||||||||||||||||||||
34,000 | 14,000 | (3) | 53.55 | 2/8/2028 | — | — |
Aerie Pharmaceuticals, Inc. |
66
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|
22,000 | 26,000 | (4) | 43.07 | 2/7/2029 | — | — | ||||||||||||||||||||||||||||||||||||||
10,833 | 41,167 | (5) | 21.18 | 2/6/2030 | — | — | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 1,195 | (6) | 16,144 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 5,333 | (7) | 72,049 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 8,000 | (8) | 108,080 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 11,750 | (9) | 158,743 | ||||||||||||||||||||||||||||||||||||||
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 | — | — | ||||||||||||||||||||||||||||||||||||||
71,250 | — | (1) | 28.03 | 2/25/2025 | — | — | ||||||||||||||||||||||||||||||||||||||
71,250 | — | (1) | 16.69 | 2/24/2026 | — | — | ||||||||||||||||||||||||||||||||||||||
76,109 | 3,309 | (2) | 44.25 | 2/23/2027 | — | — | ||||||||||||||||||||||||||||||||||||||
40,729 | 16,771 | (3) | 53.55 | 2/8/2028 | — | — | ||||||||||||||||||||||||||||||||||||||
26,354 | 31,146 | (4) | 43.07 | 2/7/2029 | — | — | ||||||||||||||||||||||||||||||||||||||
13,021 | 49,479 | (5) | 21.18 | 2/6/2030 | — | — | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 2,206 | (6) | 29,803 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 6,389 | (7) | 86,315 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 9,583 | (8) | 129,466 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 14,000 | (9) | 189,140 | ||||||||||||||||||||||||||||||||||||||
Casey C. Kopczynski, Ph.D.
|
60,651 | — | (1) | 0.20 | 4/28/2021 | — | — | |||||||||||||||||||||||||||||||||||||
25,000 | — | (1) | 3.15 | 9/12/2023 | — | — | ||||||||||||||||||||||||||||||||||||||
121,000 | — | (1) | 20.70 | 3/13/2024 | — | — | ||||||||||||||||||||||||||||||||||||||
43,125 | — | (1) | 28.03 | 2/25/2025 | — | — | ||||||||||||||||||||||||||||||||||||||
51,000 | — | (1) | 16.69 | 2/24/2026 | — | — | ||||||||||||||||||||||||||||||||||||||
38,054 | 1,655 | (2) | 44.25 | 2/23/2027 | — | — | ||||||||||||||||||||||||||||||||||||||
25,500 | 10,500 | (3) | 53.55 | 2/8/2028 | — | — | ||||||||||||||||||||||||||||||||||||||
16,500 | 19,500 | (4) | 43.07 | 2/7/2029 | — | — | ||||||||||||||||||||||||||||||||||||||
9,375 | 35,625 | (5) | 21.18 | 2/6/2030 | — | — | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 1,103 | (6) | 14,902 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 4,000 | (7) | 54,040 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 6,000 | (8) | 81,060 | ||||||||||||||||||||||||||||||||||||||
— | — | — | — | 10,000 | (9) | 135,100 | ||||||||||||||||||||||||||||||||||||||
John W. LaRocca, Esq.
|
49,583 | 20,417 | (10) | 54.90 | 2/19/2028 | — | — | |||||||||||||||||||||||||||||||||||||
14,208 | 16,792 | (4) | 43.07 | 2/7/2029 | ||||||||||||||||||||||||||||||||||||||||
12,000 | 24,000 | (11) | 23.97 | 8/14/2029 | ||||||||||||||||||||||||||||||||||||||||
3,229 | 12,271 | (5) | 21.18 | 2/6/2030 | ||||||||||||||||||||||||||||||||||||||||
9,000 | (12) | 121,590 | ||||||||||||||||||||||||||||||||||||||||||
5,250 | (8) | 70,928 | ||||||||||||||||||||||||||||||||||||||||||
6,000 | (13) | 81,060 | ||||||||||||||||||||||||||||||||||||||||||
3,500 | (9) | 47,285 | ||||||||||||||||||||||||||||||||||||||||||
Aerie Pharmaceuticals, Inc. |
67
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
David A. Hollander, M.D., M.B.A.
|
29,792 | 80,208 | (14) | 19.05 | 11/11/2029 | |||||||||||||||||||||||||||||||||||||||
18,750 | (15) | 253,313 |
STOCK AWARDS | ||||||||||||||
NUMBER OF SHARES ACQUIRED ON VESTING (#)(1)
|
VALUE REALIZED ON VESTING ($)(2)
|
|||||||||||||
NAME | ||||||||||||||
Vicente Anido, Jr., Ph.D.
|
39,384 | 719,733 | ||||||||||||
Richard J. Rubino
|
15,809 | 286,493 | ||||||||||||
Thomas A. Mitro
|
18,344 | 339,458 | ||||||||||||
Casey C. Kopczynski, Ph.D.
|
7,353 | 151,449 | ||||||||||||
John W. LaRocca, Esq.
|
8,250 | 148,893 | ||||||||||||
David A. Hollander, M.D., M.B.A.
|
6,250 | 81,563 |
Aerie Pharmaceuticals, Inc. |
68
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Aerie Pharmaceuticals, Inc. |
69
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
TERMINATION EVENT | OPTIONS | RESTRICTED STOCK | |||||||||
Termination of employment without Cause: |
No accelerated vesting.
|
No accelerated vesting and no proration of the awards. | |||||||||
Termination of employment due to death or disability: | No accelerated vesting. | No accelerated vesting and no proration of the awards. | |||||||||
Termination of employment in connection with or within 12 months following a Change in Control: | Unvested awards will become fully vested. | Unvested awards will become fully vested. |
Aerie Pharmaceuticals, Inc. |
70
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
EXECUTIVE |
QUALIFYING TERMINATION (NOT IN CONNECTION WITH A CHANGE IN CONTROL) ($)(1)
|
QUALIFYING TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL ($)(2)
|
||||||||||||
Vicente Anido, Jr., Ph.D.
|
||||||||||||||
Lump sum payment & Salary Continuation | 795,675 | 1,591,350 | ||||||||||||
Benefits Continuation | 20,472 | 42,583 | ||||||||||||
Payment in respect of Bonus | 556,973 | — | ||||||||||||
Value of Equity Acceleration | — | 865,802 | ||||||||||||
Total | 1,373,120 | 2,499,735 | ||||||||||||
Richard J. Rubino
|
||||||||||||||
Salary Continuation | 476,890 | 715,335 | ||||||||||||
Benefits Continuation | 20,472 | 31,528 | ||||||||||||
Payment in respect of Bonus | — | 357,668 | ||||||||||||
Value of Equity Acceleration | — | 355,016 | ||||||||||||
Total | 497,362 | 1,459,547 | ||||||||||||
Thomas A. Mitro
|
||||||||||||||
Salary Continuation | 501,000 | 751,500 | ||||||||||||
Benefits Continuation | 20,472 | 31,528 | ||||||||||||
Payment in respect of Bonus | — | 375,750 | ||||||||||||
Value of Equity Acceleration | — | 434,725 | ||||||||||||
Total | 521,472 | 1,593,503 | ||||||||||||
Casey C. Kopczynski, Ph.D.
|
||||||||||||||
Salary Continuation | 448,050 | 672,075 | ||||||||||||
Benefits Continuation | 30,371 | 46,771 | ||||||||||||
Payment in respect of Bonus | — | 336,038 | ||||||||||||
Value of Equity Acceleration | — | 285,102 | ||||||||||||
Total | 478,421 | 1,339,986 | ||||||||||||
John W. LaRocca, Esq.
|
||||||||||||||
Salary Continuation | 442,900 | 664,350 | ||||||||||||
Benefits Continuation | 30,371 | 46,771 | ||||||||||||
Payment in respect of Bonus | — | 332,175 | ||||||||||||
Value of Equity Acceleration | — | 320,863 | ||||||||||||
Total | 473,271 | 1,364,159 | ||||||||||||
David A. Hollander, M.D., M.B.A.
|
||||||||||||||
Salary Continuation | 450,000 | 675,000 | ||||||||||||
Benefits Continuation | 30,371 | 46,771 | ||||||||||||
Payment in respect of Bonus | — | 331,437 | ||||||||||||
Value of Equity Acceleration | — | 253,313 | ||||||||||||
Total | 480,371 | 1,306,521 |
Aerie Pharmaceuticals, Inc. |
71
|
2021 | Proxy Statement |
COMPENSATION DISCUSSION & ANALYSIS |
|
Aerie Pharmaceuticals, Inc. |
72
|
2021 | Proxy Statement |
P |
The Board of Directors unanimously recommends a vote FOR the approval, on an advisory basis, of the compensation of our named executive officers.
|
Aerie Pharmaceuticals, Inc. |
73
|
2021 | Proxy Statement |
Aerie Pharmaceuticals, Inc. |
74
|
2021 | Proxy Statement |
Aerie Pharmaceuticals, Inc. |
75
|
2021 | Proxy Statement |
SHARES
BENEFICIALLY OWNED |
||||||||||||||
NAME OF BENEFICIAL OWNER | NUMBER | PERCENT | ||||||||||||
5% Stockholders | ||||||||||||||
The Vanguard Group, Inc. (1)
|
4,217,071 | 8.99% | ||||||||||||
BlackRock Institutional Trust Company, N.A. (2)
|
3,345,723 | 7.13% | ||||||||||||
Named Executive Officers and Directors | ||||||||||||||
Vicente Anido, Jr., Ph.D. (3)
|
2,033,499 | 4.18% | ||||||||||||
Richard J. Rubino (4)
|
885,770 | 1.87% | ||||||||||||
Thomas A. Mitro (5)
|
727,610 | 1.53% | ||||||||||||
Casey C. Kopczynski, Ph.D. (6)
|
610,990 | 1.29% | ||||||||||||
John W. LaRocca, Esq. (7)
|
137,010 | * | ||||||||||||
David A. Hollander, M.D., M.B.A. (8)
|
78,213 | * | ||||||||||||
Gerald D. Cagle, Ph.D. (9)
|
112,550 | * | ||||||||||||
Benjamin F. McGraw, III, Pharm.D. (10)
|
87,550 | * | ||||||||||||
Richard Croarkin (11)
|
75,850 | * | ||||||||||||
Mechiel (Michael) M. du Toit (11)
|
75,850 | * | ||||||||||||
Julie McHugh (11)
|
75,850 | * | ||||||||||||
David W. Gryska(12)
|
41,279 | * | ||||||||||||
Peter J. McDonnell, M.D. (13)
|
6,250 | * | ||||||||||||
All executive officers and directors as a group (13 persons) | 4,948,271 | 10.34% |
* | Represents beneficial ownership of less than 1% of our outstanding common stock. |
Aerie Pharmaceuticals, Inc. |
76
|
2021 | Proxy Statement |
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)
|
1,407,002 | 2.98 | — | |||||||||||||||||
Amended and Restated Equity Plan (2)
|
7,121,726 | 26.62 | 2,220,703 | |||||||||||||||||
Employee Stock Purchase Plan | — | — | 389,025 | |||||||||||||||||
Equity compensation plans not approved by security holders | ||||||||||||||||||||
Inducement Award Plan (3)
|
976,595 | 42.15 | 354,880 | |||||||||||||||||
Total | 9,505,323 | — | 2,964,608 |
Aerie Pharmaceuticals, Inc. |
77
|
2021 | Proxy Statement |
Aerie Pharmaceuticals, Inc. |
78
|
2021 | Proxy Statement |
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
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
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 cut-off date or 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 cut-off date or 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
|
AERIE PHARMACEUTICALS, INC.
Annual Meeting of Stockholders
June 17, 2021 8:00 A.M. Eastern Time
|
||||||||
This proxy is solicited by the Board of Directors
The undersigned appoints Vicente Anido, Jr., Ph.D. 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, June 17, 2021, at 8:00 A.M. Eastern Time, at The Umstead Hotel and Spa, located at 100 Woodland Pond Drive, Cary, North Carolina 27513 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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