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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Intercept Pharmaceuticals Inc | NASDAQ:ICPT | 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% | 19.00 | 18.66 | 19.02 | 0 | 01:00:00 |
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Director
|
| |
Age
|
| |
Director
Since |
| ||||||
Paolo Fundarò(1)
|
| | | | 47 | | | | | | 2006 | | |
Jerome Durso
|
| | | | 53 | | | | | | 2021 | | |
Srinivas Akkaraju, M.D., Ph.D.(2)
|
| | | | 53 | | | | | | 2012 | | |
Luca Benatti, Ph.D.(2)(3)
|
| | | | 60 | | | | | | 2014 | | |
Daniel Bradbury(3)(4)
|
| | | | 60 | | | | | | 2016 | | |
Keith Gottesdiener, M.D.(2)
|
| | | | 67 | | | | | | 2016 | | |
Nancy Miller-Rich(5)
|
| | | | 62 | | | | | | 2018 | | |
Mark Pruzanski, M.D.
|
| | | | 53 | | | | | | 2002 | | |
Dagmar Rosa-Bjorkeson
|
| | | | 57 | | | | | | 2021 | | |
Gino Santini(4)(5)(6)
|
| | | | 64 | | | | | | 2015 | | |
Glenn Sblendorio(4)
|
| | | | 65 | | | | | | 2014 | | |
| Eligible Participants | | |
All current employees except executive officers; directors, consultants, and former employees are not eligible
|
|
| Type of Exchange | | | Options for Options | |
|
Eligible Options
|
| |
Options with exercise prices above both (1) the 52-week high for Company stock and (2) 1.5 times the current trading price of our shares, in each case as of a date shortly prior to the commencement date of the offer
|
|
|
Options are excluded from participating in the offer that are scheduled to expire before the exchange closes
|
| |||
|
Options that were granted on or after February 15, 2020 are excluded from participating in the offer
|
| |||
| Elections | | |
Employees may elect to exchange individual grants; however, if an employee elects to exchange a specific grant, all options granted on the same date must be exchanged
|
|
| Term of Replacement Grant | | | All replacement options will have a six and one-half year maximum term | |
| Vesting of Replacement Grant | | |
Replacement awards will vest on the first anniversary of the replacement grant (with respect to vested options that are exchanged) and on the second anniversary of the replacement grant (with respect to unvested options that are exchanged), subject in each case to continued employment
|
|
| Plan to Be Issued Under | | |
Replacement options will be issued under the 2012 Equity Incentive Plan; excess shares resulting from exchange will not be returned to the plan pool
|
|
| Illustrative Exchange Ratios | | |
Exchange ratios depend on the value of the underwater options, which are grouped to simplify administration; exchange ratios are expected to range from 1.25-to-1 to 4.5 -to-1 (described in more detail below)
|
|
| Total Grants Eligible for Exchange, Price, and Term | | |
Options to purchase approximately 967,000 shares with a weighted average exercise price of $103.83 and a weighted average remaining term of 6.78 years are expected to be eligible for the exchange program
|
|
| Total Replacement Grants, Price and Term | | |
Assuming 100% participation, approximately 626,000 options are expected to be granted as replacement options with an exercise price based on the closing price as of the date of the exchange and a maximum term of six and one half years
|
|
Per Share Exercise Price ($)
|
| |
Number of
Outstanding Options in Range |
| |
Weighted Average
Exercise Price ($) |
| |
Weighted Average
Remaining Term |
| |
Exchange
Ratio |
| |
New Options
Issuable (assuming full participation) |
| |||||||||||||||
55.59 – 75.00 | | | | | 235,000 | | | | | | 61.57 | | | | | | 6.72 | | | | | | 1.25 – 1 | | | | | | 188,000 | | |
75.01 – 115.00 | | | | | 576,000 | | | | | | 103.07 | | | | | | 7.46 | | | | | | 1.50 – 1 | | | | | | 384,000 | | |
115.01 – 125.00 | | | | | 60,000 | | | | | | 120.62 | | | | | | 5.26 | | | | | | 2.00 – 1 | | | | | | 30,000 | | |
125+ | | | | | 96,000 | | | | | | 201.20 | | | | | | 3.85 | | | | | | 4.00 – 1 | | | | | | 24,000 | | |
Name
|
| |
Board
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and
Governance |
| |
Research and
Development |
|
Paolo Fundarò
|
| |
C
|
| |
–
|
| |
–
|
| |
–
|
| |
–
|
|
Srinivas Akkaraju, M.D., Ph.D.
|
| |
M
|
| |
–
|
| |
–
|
| |
–
|
| |
M
|
|
Luca Benatti, Ph.D.
|
| |
M
|
| |
–
|
| |
–
|
| |
M
|
| |
C
|
|
Daniel Bradbury
|
| |
M
|
| |
M
|
| |
–
|
| |
M
|
| |
–
|
|
Keith Gottesdiener, M.D.
|
| |
M
|
| |
–
|
| |
–
|
| |
–
|
| |
M
|
|
Nancy Miller-Rich
|
| |
M
|
| |
–
|
| |
M
|
| |
–
|
| |
–
|
|
Gino Santini
|
| |
M
|
| |
M
|
| |
C
|
| |
–
|
| |
–
|
|
Glenn Sblendorio
|
| |
M
|
| |
C
|
| |
–
|
| |
–
|
| |
–
|
|
Daniel Welch
|
| |
M
|
| |
–
|
| |
M
|
| |
C
|
| |
–
|
|
Membership
|
| |
Chairperson
|
| |
Other Members
|
| ||||||
Board of Directors
|
| | | $ | 80,000 | | | | | $ | 50,000 | | |
Audit Committee
|
| | | $ | 20,000 | | | | | $ | 10,000 | | |
Compensation Committee
|
| | | $ | 15,000 | | | | | $ | 7,500 | | |
Nominating and Governance Committee
|
| | | $ | 10,000 | | | | | $ | 5,000 | | |
Research and Development Committee
|
| | | $ | 10,000 | | | | | $ | 5,000 | | |
Name
|
| |
Fees Earned
or Paid in Cash ($)(1) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($)(2) |
| |
Total
($) |
| ||||||||||||
Paolo Fundarò
|
| | | | 80,000 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 328,274 | | |
Srinivas Akkaraju, M.D., Ph.D.
|
| | | | 55,000 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 303,274 | | |
Luca Benatti, Ph.D.
|
| | | | 65,000 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 313,274 | | |
Daniel Bradbury
|
| | | | 65,000 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 313,274 | | |
Keith Gottesdiener, M.D.
|
| | | | 55,000 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 303,274 | | |
Nancy Miller-Rich
|
| | | | 57,500 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 305,774 | | |
Gino Santini
|
| | | | 75,000 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 323,274 | | |
Glenn Sblendorio
|
| | | | 70,000 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 318,274 | | |
Daniel Welch
|
| | | | 67,500 | | | | | | 116,020 | | | | | | 132,254 | | | | | | 315,774 | | |
Name
|
| |
Shares Subject to
Stock Options |
| |
Restricted
Stock Units |
| ||||||
Paolo Fundarò
|
| | | | 15,527 | | | | | | 1,595 | | |
Srinivas Akkaraju, M.D., Ph.D.
|
| | | | 14,526 | | | | | | 1,595 | | |
Luca Benatti, Ph.D.
|
| | | | 13,823 | | | | | | 1,595 | | |
Daniel Bradbury
|
| | | | 13,120 | | | | | | 1,595 | | |
Keith Gottesdiener, M.D.
|
| | | | 13,120 | | | | | | 1,595 | | |
Nancy Miller-Rich
|
| | | | 12,824 | | | | | | 3,053 | | |
Gino Santini
|
| | | | 15,022 | | | | | | 1,595 | | |
Glenn Sblendorio
|
| | | | 13,823 | | | | | | 1,595 | | |
Daniel Welch
|
| | | | 15,022 | | | | | | 1,595 | | |
| | |
Shares Beneficially Owned(11)
|
| |||||||||
Name and Address
|
| |
Number of
Shares |
| |
Percentage of
Common Stock |
| ||||||
5% Stockholders: | | | | | | | | | | | | | |
Genextra S.p.A.(1)
|
| | | | 4,000,000 | | | | | | 12.1% | | |
FMR LLC(2)
|
| | | | 3,726,914 | | | | | | 11.2% | | |
The Vanguard Group(3)
|
| | | | 2,828,955 | | | | | | 8.5% | | |
State Street Corporation(4)
|
| | | | 2,550,750 | | | | | | 7.7% | | |
BlackRock, Inc.(5)
|
| | | | 2,498,408 | | | | | | 7.5% | | |
First Trust Portfolios L.P.(6)
|
| | | | 1,975,601 | | | | | | 6.0% | | |
Directors and Executive Officers: | | | | | | | | | | | | | |
Paolo Fundarò(1)
|
| | | | 4,036,555 | | | | | | 12.2% | | |
Jerome Durso
|
| | | | 73,967 | | | | | | * | | |
Srinivas Akkaraju, M.D., Ph.D.(7)
|
| | | | 678,335 | | | | | | 2.0% | | |
Luca Benatti, Ph.D.
|
| | | | 24,544 | | | | | | * | | |
Daniel Bradbury(8)
|
| | | | 29,714 | | | | | | * | | |
Keith Gottesdiener, M.D.
|
| | | | 23,073 | | | | | | * | | |
Nancy Miller-Rich
|
| | | | 20,362 | | | | | | * | | |
Mark Pruzanski, M.D.(9)
|
| | | | 856,763 | | | | | | 2.6% | | |
Dagmar Rosa-Bjorkeson
|
| | | | — | | | | | | — | | |
Gino Santini
|
| | | | 23,901 | | | | | | * | | |
Glenn Sblendorio
|
| | | | 22,504 | | | | | | * | | |
Daniel Welch
|
| | | | 23,082 | | | | | | * | | |
Sandip Kapadia(10)
|
| | | | 85,458 | | | | | | * | | |
Richard Kim(10)
|
| | | | 48,563 | | | | | | * | | |
Lisa Bright(10)
|
| | | | 79,919 | | | | | | * | | |
Ryan Sullivan(10)
|
| | | | 24,708 | | | | | | * | | |
Christian Weyer, M.D., M.A.S.
|
| | | | 32,077 | | | | | | * | | |
All current directors and executive officers as a group (20 persons)
|
| | | | 5,944,358 | | | | | | 17.9% | | |
Name
|
| |
Age
|
| |
Position
|
|
Bryan Ball
|
| |
51
|
| | Chief Quality Officer | |
Gail Cawkwell, M.D., Ph.D.
|
| |
59
|
| |
SVP, Medical Affairs, Safety & Pharmacovigilance;
Acting Chief Medical Officer |
|
Lisa DeFrancesco
|
| |
42
|
| | SVP, Corporate Affairs & Investor Relations | |
David Ford
|
| |
53
|
| | Chief Human Resources Officer | |
Jared Freedberg
|
| |
52
|
| | General Counsel | |
Linda Richardson
|
| |
57
|
| | EVP, Chief Commercial Officer | |
Rocco Venezia
|
| |
45
|
| |
Chief Accounting Officer;
Acting Chief Financial Officer and Treasurer |
|
Christian Weyer, M.D., M.A.S.
|
| |
52
|
| | EVP, Research & Development | |
Name
|
| |
Title
|
|
Mark Pruzanski, M.D.
|
| | President and Chief Executive Officer | |
Jerome Durso
|
| | Chief Operating Officer | |
Sandip Kapadia
|
| | Chief Financial Officer and Treasurer | |
Richard Kim
|
| | President, U.S. Commercial & Strategic Marketing | |
Lisa Bright
|
| | President, International | |
Ryan Sullivan
|
| | General Counsel and Secretary | |
Christian Weyer, M.D., M.A.S
|
| | EVP, Research & Development | |
| |
2020 Company Performance and Alignment of Interests
|
| |
| |
|
| |
| |
✓
Steady Growth in Ocaliva Net Sales. Our Ocaliva net sales have risen from $18.2 million in 2016 to $312.7 million in 2020. They rose 25% in 2020 as compared to the prior year, and have grown at a 34% rate since 2017.
✓
Management Alignment Behind Value Creation. In 2020, we again granted, as part of our annual equity award program for our executive officers, performance stock unit (“PSU”) awards that vest, if at all, based on total shareholder return (“TSR”), as measured by our common stock relative to the companies comprising the S&P Biotechnology Select Industry Index (our “TSR Peer Group”) over a three-year period, subject to a vesting cap equal to 100% of target in the event that our relative TSR exceeds target but our absolute TSR is negative. Despite the growth of our underlying PBC business, our stock performance over the three-year period that ended in 2020 has meant that certain TSR PSUs previously awarded to our executive officers did not vest.* Going forward, our executive officers continue to remain aligned to create shareholder value, both based on the performance of the underlying business, and based on share price performance.
|
| |
| |
*
Except for Dr. Pruzanski, whose TSR PSUs vest pursuant to the terms of his Retirement and Consulting Agreement. See “Executive Compensation—Retirement and Consulting Agreement”.
|
| |
| |
Key Business Achievements
|
| | ||||||||||||
| | ✓ | | | |
PBC Business Reported Strongest Year to Date, Achieving Significant Worldwide Ocaliva Net Sales, Despite Ongoing COVID Impact. In 2020, Ocaliva net sales increased to $312.7 million, up 25% from 2019, increasing significantly both domestically and abroad.
|
| | ||||||||
| | ✓ | | | |
Reduced Operating Expenses and Improved Financial Results. In 2020, total operating expenses fell 3.6%, which combined with the increase in Ocaliva net sales led to a 26% decline in operating loss, from negative $312.4 million to negative $231.2 million. As of December 31, 2020, we retained $477.2 million of cash, cash equivalents, restricted cash, and investment debt securities available for sale.
|
| | ||||||||
| | ✓ | | | |
Leveraged Commercial Strengths. We leveraged our commercial strengths, and focused from a sales perspective on specialty product distribution, payor coverage, community education, deep relationships in the liver community, expanded use of virtual communications channels, and other ways to succeed both during and coming out of the COVID-19 pandemic. We also introduced new long-term 5-year data which we believe has resonated well among specialists.
|
| | ||||||||
| | ✓ | | | |
Continued Work on NASH Development Program. We have been in discussions with the FDA with respect to the potential resubmission of our New Drug Application seeking accelerated approval of OCA for the treatment of liver fibrosis due to NASH and are advancing accordingly. In addition, we have continued to conduct a Phase 3 clinical trial in NASH patients with compensated cirrhosis, known as the REVERSE trial.
|
| | ||||||||
| | ✓ | | | |
Advanced Study of Bezafibrate in Combination with OCA. We have continued to evaluate the efficacy, safety and tolerability of bezafibrate in combination with OCA in patients with PBC in a Phase 2 study outside the United States, with the longer-term goal of developing and seeking regulatory approval for a fixed dose combination regimen in this indication and potentially other liver diseases, and we filed an investigational new drug application with the FDA in January 2021 to prepare to expand such development into the United States.
|
| | ||||||||
| | ✓ | | | |
Further Developed INT-787. We have been evaluating our INT-787 compound, which is an FXR agonist, in preclinical studies in preparation for initiating a first-in-human clinical trial.
|
| | ||||||||
| | ✓ | | | |
Extended the Term of a Key Patent in Our Intellectual Property Portfolio; Commenced Enforcement Action Against ANDA Filers. In 2020, the U.S. Patent and Trademark Office granted us a five-year patent term extension on our composition of matter patent for OCA in the United States. We also initiated patent infringement lawsuits against five generic drug companies who filed Abbreviated New Drug Applications (“ANDAs”) seeking approval for generic versions of Ocaliva.
|
| | ||||||||
| | ✓ | | | |
Developed Leadership Team and DEI Initiatives. Our leadership team, led by President and Chief Executive Officer Jerome Durso (who succeeded to that position on January 1, 2021), has significant experience both at the Company and at other life science companies. Recent key internal promotions include Linda Richardson to Executive Vice President and Chief Commercial Officer, Lisa DeFrancesco to Senior Vice President for Investor Relations and Corporate Affairs, Mary Grendell to Corporate Secretary, and Rocco Venezia to Chief Accounting Officer. Key external hires include Bryan Ball as Chief Quality Officer, and Jared Freedberg as General Counsel. We have added experience and diversity of background to our board with Dagmar Rosa-Bjorkeson as a new independent director with significant operating experience in the pharmaceutical industry.
|
| |
| | | | | |
philosophy, our executive compensation program incorporates multiple performance elements, including target-based cash incentive bonuses payable upon the achievement of corporate goals and individual performance, and long-term equity incentive compensation, a substantial portion of which consists of stock options and TSR PSUs.
|
| | ||||||||
| | ✓ | | | |
Significant Portion of Compensation Is at Risk. Under our executive compensation program, a significant portion of compensation is “at risk” based on our performance, including annual cash incentive bonuses, and long-term incentive compensation in the form of equity awards, to align the interests of our executive officers and stockholders.
|
| | ||||||||
| | ✓ | | | |
Market Benchmarking and Use of Reference Peer Group. Our Compensation Committee, with the assistance of its independent compensation consultant, annually analyzes similar life science companies to identify a relevant group of peer companies for purposes of ensuring the reasonableness and competitiveness of our executive compensation program.
|
| | ||||||||
| | ✓ | | | |
Stock Ownership Requirements. We have adopted minimum stock ownership guidelines for our Board, Chief Executive Officer, and other executive officers, including our named executive officers, which require, within specified periods of time, our non-employee directors to hold Company equity with a value equal to at least 3x their annual cash retainer, and our Chief Executive Officer and other executive officers to hold Company equity with a value equal to at least 3x and 1x, respectively, their annual base salary.
|
| | ||||||||
| | ✓ | | | |
Clawback Policy. We have adopted a clawback policy that permits the Company to recover from any current or former executive officer, including any named executive officer, whose fraud or intentional misconduct contributes to the circumstances requiring the Company to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirement under U.S. federal securities laws, up to 100% of any incentive-based compensation received by such officer from the Company during the one-year period preceding the date on which the Company is required to prepare such accounting restatement.
|
| | ||||||||
| | ✓ | | | |
Corporate Governance Guidelines. In 2019, we adopted corporate governance guidelines reflecting our Board’s commitment to building long-term stockholder value with an emphasis on corporate governance. The Nominating and Governance Committee periodically reviews the adequacy and effectiveness of our corporate governance guidelines and recommends any proposed changes to the Board for approval. In February 2021, we amended those guidelines to emphasize our commitment to diversity, equity, and inclusion (“DEI”).
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| |
What We Don’t Do
|
| | ||||||||||||
| | ✘ | | | |
No excise tax gross-ups. We have not provided, or committed to provide, excise tax gross-ups to any of our named executive officers.
|
| | ||||||||
| | ✘ | | | |
No change in control “windfalls”. The change in control protections for our named executive officers are limited to “double-trigger” arrangements, which require both a change in control and a qualifying termination of employment, or in the case of TSR PSUs, vesting, if at all, based on our TSR performance relative to that of our TSR Peer Group through the month preceding the month in which the change in control occurs.
|
| | ||||||||
| | ✘ | | | |
Limited perquisites. Our named executive officers generally receive the same benefits as are available to all of our salaried employees, with limited recurring exceptions primarily consisting of fully-paid health insurance premiums.
|
| | ||||||||
| | ✘ | | | |
No automatic or guaranteed annual salary increases. We do not provide for any formulaic or guaranteed base salary increases for our named executive officers.
|
| | ||||||||
| | ✘ | | | |
No guaranteed bonuses or annual equity grants. We do not provide guaranteed bonuses or annual equity grants to our named executive officers. In addition, our Compensation Committee determined to maintain the 2020 annual cash incentive bonus target percentages for our named executive officer positions at their 2019 levels.
|
| | ||||||||
| | ✘ | | | |
No hedging or pledging of Company stock. Our named executive officers and other employees are restricted from engaging in speculative trading activities, including hedging or pledging their company securities as collateral.
|
| |
|
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| | Neurocrine Biosciences, Inc. | | | Supernus Pharmaceuticals, Inc. | |
| bluebird bio, Inc. | | | Omeros Corporation | | |
The Medicines Company (acquired)
|
|
| Exelixis, Inc. | | | Pacira Pharmaceuticals, Inc. | | | Ultragenyx Pharmaceutical Inc. | |
| FibroGen, Inc. | | |
Portola Pharmaceuticals, Inc. (acquired)
|
| | United Therapeutics Corporation | |
| Halozyme Therapeutics, Inc. | | | PTC Therapeutics, Inc. | | | | |
Named Executive Officer
|
| |
2020
Salary(1) |
| |
2019
Salary |
| |
Change
from 2019 |
| |||||||||
Mark Pruzanski, M.D.
|
| | | $ | 759,992 | | | | | $ | 734,292 | | | | | | 3.50% | | |
Jerome Durso
|
| | | $ | 601,913 | | | | | $ | 573,250 | | | | | | 5.00% | | |
Sandip Kapadia
|
| | | $ | 478,023 | | | | | $ | 464,100 | | | | | | 3.00% | | |
Richard Kim
|
| | | $ | 457,294 | | | | | $ | 442,900 | | | | | | 3.25% | | |
Lisa Bright(2)
|
| | | $ | 481,910 | | | | | $ | 465,613 | | | | | | 3.50% | | |
Ryan Sullivan
|
| | | $ | 461,113 | | | | | $ | 445,520 | | | | | | 3.50% | | |
Christian Weyer, M.D., M.A.S.
|
| | | $ | 488,011 | | | | | $ | 472,650 | | | | | | 3.25% | | |
2020 Corporate Goal Summary
|
| |
Relative
Weighting |
| |
Assessed
Achievement |
|
NASH Program
|
| |
50%
|
| |
15%
|
|
Includes specified activities and milestones related to:
|
| | | ||||
•
securing FDA approval for OCA in NASH
•
executing the launch of OCA in NASH in accordance with the Company’s launch preparation plans
•
ensuring that launch plans are in place, including with respect to targeting, organizational capabilities, competencies and team engagement, and that appropriate launch preparations are executed in a timely way
|
| | | ||||
PBC Commercial Program
|
| |
25%
|
| |
30%
|
|
Includes specified commercial milestone as follows:
|
| | | ||||
•
achieve pre-specified Ocaliva total unit sales for 2020
|
| | | ||||
Pipeline
|
| |
15%
|
| |
15%
|
|
Includes specified activities and milestones related to:
|
| | | | | | |
•
manufacturing selected fixed-dose combination (“FDC”) formulation for potential use and study
•
timing and completion of key activities required to prepare for first-in-human clinical trial of INT-787
|
| | | ||||
Organization
|
| |
10%
|
| |
10%
|
|
Includes specified activities and milestones related to:
|
| | | | | | |
•
effective organizational management related to human resources, capabilities, and competencies for executing on organizational priorities, including potential launch of OCA for liver fibrosis due to NASH
•
recruiting and training of appropriate staff
•
appropriate management of expenses and headcount
|
| |
|
| |
|
|
Total
|
| |
100%
|
| |
70%
|
|
| | |
2020 Cash Incentive Bonus
|
| |||||||||||||||||||||||||||
Named Executive Officer
|
| |
Target
(as % of Base Salary) |
| |
Corporate
Goal Achievement Level |
| |
Individual
Goal Achievement Level |
| |
Aggregate
Achievement (as % of Base Salary) |
| |
Payment ($)
|
| |||||||||||||||
Mark Pruzanski, M.D.
|
| | | | 70% | | | | | | N/A | | | | | | — | | | | | | N/A | | | | | | 531,995(1) | | |
Jerome Durso
|
| | | | 50% | | | | | | 70% | | | | | | 110% | | | | | | 39% | | | | | | 231,737 | | |
Sandip Kapadia
|
| | | | 50% | | | | | | 70% | | | | | | 110% | | | | | | 39% | | | | | | 184,039 | | |
Richard Kim
|
| | | | 50% | | | | | | 70% | | | | | | 105% | | | | | | 37% | | | | | | 168,056 | | |
Lisa Bright
|
| | | | 50% | | | | | | — | | | | | | — | | | | | | — | | | | | | 240,955(2) | | |
Ryan Sullivan
|
| | | | 50% | | | | | | — | | | | | | — | | | | | | — | | | | | | —(3) | | |
Christian Weyer, M.D., M.A.S.
|
| | | | 50% | | | | | | 70% | | | | | | 100% | | | | | | 35% | | | | | | 170,804 | | |
Relative TSR
|
| |
Vesting
Percentage |
|
Below 25th Percentile
|
| |
0%
|
|
25th Percentile
|
| |
50%
|
|
50th Percentile
|
| |
100%
|
|
75th Percentile and Above
|
| |
150%
|
|
Named Executive Officer
|
| |
TSR PSUs
|
| |
Stock
Options |
| |
Restricted
Stock Units |
| |||||||||
Mark Pruzanski, M.D.
|
| | | | 25,800 | | | | | | 17,700 | | | | | | 10,800 | | |
Jerome Durso
|
| | | | 8,500 | | | | | | 17,400 | | | | | | 10,600 | | |
Sandip Kapadia
|
| | | | 4,500 | | | | | | 9,200 | | | | | | 5,600 | | |
Richard Kim
|
| | | | 4,300 | | | | | | 8,800 | | | | | | 5,400 | | |
Lisa Bright
|
| | | | 3,800 | | | | | | 7,900 | | | | | | 4,800 | | |
Ryan Sullivan
|
| | | | 4,500 | | | | | | 9,200 | | | | | | 5,600 | | |
Christian Weyer, M.D., M.A.S.
|
| | | | 3,800 | | | | | | 7,900 | | | | | | 4,800 | | |
Named Executive Officer
|
| |
2021 Salary
|
| |
2020 Salary
|
| |
Change
from 2020 |
| |||||||||
Jerome Durso
|
| | | $ | 690,750 | | | | | $ | 601,913 | | | | | | 14.76% | | |
Sandip Kapadia*
|
| | | $ | 497,140 | | | | | $ | 478,023 | | | | | | 4.00% | | |
Richard Kim*
|
| | | $ | 457,294 | | | | | $ | 457,294 | | | | | | — | | |
Christian Weyer, M.D., M.A.S.
|
| | | $ | 504,000 | | | | | $ | 488,011 | | | | | | 3.28% | | |
Named Executive Officer
|
| |
Target Cash
Incentive Bonus (as % of Base Salary) |
| |||
Jerome Durso
|
| | | | 70% | | |
Sandip Kapadia*
|
| | | | 50% | | |
Richard Kim*
|
| | | | 50% | | |
Christian Weyer, M.D., M.A.S.
|
| | | | 50% | | |
Named Executive Officer
|
| |
TSR PSUs
|
| |
Stock
Options |
| |
Restricted
Stock Units |
| |||||||||
Jerome Durso
|
| | | | 110,300 | | | | | | 72,000 | | | | | | 46,000 | | |
Sandip Kapadia*
|
| | | | 13,800 | | | | | | 26,900 | | | | | | 17,200 | | |
Richard Kim*
|
| | | | — | | | | | | — | | | | | | — | | |
Christian Weyer, M.D., M.A.S.
|
| | | | 10,100 | | | | | | 19,700 | | | | | | 12,600 | | |
Name and Principal Position
|
| |
Year(1)
|
| |
Salary
($)(2) |
| |
Bonus
($)(3) |
| |
Stock
Awards ($)(4) |
| |
Option
Awards ($)(4) |
| |
Non-Equity
Incentive Plan Compensation ($)(5) |
| |
All Other
Compensation ($)(6) |
| |
Total
($) |
| ||||||||||||||||||||||||
Mark Pruzanski, M.D.,
President and Chief Executive Officer |
| | | | 2020 | | | | | | 757,850 | | | | | | — | | | | | | 4,113,504 | | | | | | 1,015,996 | | | | | | 531,995 | | | | | | 7,660 | | | | | | 6,427,005 | | |
| | | 2019 | | | | | | 734,292 | | | | | | — | | | | | | 4,197,742 | | | | | | 1,116,118 | | | | | | 560,265 | | | | | | 7,368 | | | | | | 6,615,785 | | | ||
| | | 2018 | | | | | | 702,000 | | | | | | — | | | | | | 1,667,718 | | | | | | 1,705,358 | | | | | | 442,260 | | | | | | 8,623 | | | | | | 4,525,960 | | | ||
Jerome Durso,
Chief Operating Officer |
| | | | 2020 | | | | | | 599,524 | | | | | | — | | | | | | 2,057,016 | | | | | | 998,776 | | | | | | 231,737 | | | | | | 21,910 | | | | | | 3,908,963 | | |
| | | 2019 | | | | | | 573,250 | | | | | | — | | | | | | 2,089,570 | | | | | | 1,238,321 | | | | | | 359,284 | | | | | | 21,368 | | | | | | 4,281,793 | | | ||
| | | 2018 | | | | | | 540,800 | | | | | | — | | | | | | 1,554,326 | | | | | | 775,844 | | | | | | 292,032 | | | | | | 22,403 | | | | | | 3,185,406 | | | ||
Sandip Kapadia,
Chief Financial Officer and Treasurer |
| | | | 2020 | | | | | | 476,863 | | | | | | — | | | | | | 1,087,836 | | | | | | 528,088 | | | | | | 184,039 | | | | | | 21,910 | | | | | | 2,298,736 | | |
| | | 2019 | | | | | | 464,100 | | | | | | — | | | | | | 1,001,664 | | | | | | 586,573 | | | | | | 252,935 | | | | | | 21,368 | | | | | | 2,326,640 | | | ||
| | | 2018 | | | | | | 442,000 | | | | | | — | | | | | | 790,164 | | | | | | 393,544 | | | | | | 228,735 | | | | | | 22,403 | | | | | | 1,876,846 | | | ||
Richard Kim,
Former President, U.S. Commercial & Strategic Marketing |
| | | | 2020 | | | | | | 456,095 | | | | | | — | | | | | | 1,044,360 | | | | | | 505,128 | | | | | | 168,056 | | | | | | 79,211 | | | | | | 2,252,850 | | |
| | | 2019 | | | | | | 442,900 | | | | | | 202,800 | | | | | | 890,368 | | | | | | 521,398 | | | | | | 265,519 | | | | | | 76,343 | | | | | | 2,399,328 | | | ||
Lisa Bright,
Former President, International(7) |
| | | | 2020 | | | | | | 480,552 | | | | | | — | | | | | | 925,704 | | | | | | 453,467 | | | | | | 240,955 | | | | | | 139,106 | | | | | | 2,239,784 | | |
Ryan Sullivan,
Former General Counsel and Secretary |
| | | | 2020 | | | | | | 437,107 | | | | | | — | | | | | | 1,087,836 | | | | | | 528,088 | | | | | | — | | | | | | 89,942 | | | | | | 2,142,973 | | |
| | | 2019 | | | | | | 445,520 | | | | | | — | | | | | | 1,471,902 | | | | | | 871,713 | | | | | | 267,089 | | | | | | 21,368 | | | | | | 3,077,592 | | | ||
| | | 2018 | | | | | | 376,158 | | | | | | — | | | | | | 1,239,112 | | | | | | 1,190,351 | | | | | | 229,122 | | | | | | 173,437 | | | | | | 3,208,180 | | | ||
Christian Weyer, M.D., M.A.S.,
EVP, Research & Development |
| | | | 2020 | | | | | | 486,731 | | | | | | — | | | | | | 925,704 | | | | | | 453,467 | | | | | | 170,804 | | | | | | 21,910 | | | | | | 2,058,616 | | |
Name
|
| |
Contributions
Under Retirement Plans ($)(i) |
| |
Health
Insurance ($)(ii) |
| |
Miscellaneous
($) |
| |||||||||
Mark Pruzanski, M.D.
|
| | | | — | | | | | | 7,660 | | | | | | — | | |
Jerome Durso
|
| | | | 14,250 | | | | | | 7,660 | | | | | | — | | |
Sandip Kapadia
|
| | | | 14,250 | | | | | | 7,660 | | | | | | — | | |
Richard Kim(iii)
|
| | | | 14,250 | | | | | | 7,660 | | | | | | 57,301 | | |
Lisa Bright(iv)
|
| | | | 86,499 | | | | | | 18,168 | | | | | | 34,439 | | |
Ryan Sullivan(v)
|
| | | | 14,250 | | | | | | 7,660 | | | | | | 68,032 | | |
Christian Weyer, M.D., M.A.S.
|
| | | | 14,250 | | | | | | 7,660 | | | | | | — | | |
Name
|
| |
Grant
Date(1) |
| |
Estimated
Future Payout Under Non-Equity Incentive Plan Awards Target ($)(2) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(3) |
| |
All
Other Stock Awards: Number of Shares of Stock (#)(5) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#)(6) |
| |
Exercise
or Base Price of Option Awards ($/Sh)(7) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(8) |
| |||||||||||||||||||||||||||||||||
|
Threshold
(#)(4) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||||
Mark Pruzanski, M.D.
|
| | | | — | | | | | | 531,995 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 01/23/20 | | | | | | — | | | | | | 12,900 | | | | | | 25,800 | | | | | | 38,700 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,037,176 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,800 | | | | | | — | | | | | | — | | | | | | 1,076,328 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,700 | | | | | | 57.40 | | | | | | 1,015,996 | | | ||
Jerome Durso
|
| | | | — | | | | | | 300,956 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 01/23/20 | | | | | | — | | | | | | 4,250 | | | | | | 8,500 | | | | | | 12,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,000,620 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,600 | | | | | | — | | | | | | — | | | | | | 1,056,396 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,400 | | | | | | 57.40 | | | | | | 998,776 | | | ||
Sandip Kapadia
|
| | | | — | | | | | | 239,012 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 01/23/20 | | | | | | — | | | | | | 2,250 | | | | | | 4,500 | | | | | | 6,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 529,740 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,600 | | | | | | — | | | | | | — | | | | | | 558,096 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,200 | | | | | | 57.40 | | | | | | 528,088 | | | ||
Richard Kim
|
| | | | — | | | | | | 228,647 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 01/23/20 | | | | | | — | | | | | | 2,150 | | | | | | 4,300 | | | | | | 6,450 | | | | | | — | | | | | | — | | | | | | — | | | | | | 506,196 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,400 | | | | | | — | | | | | | — | | | | | | 538,164 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,800 | | | | | | 57.40 | | | | | | 505,128 | | | ||
Lisa Bright
|
| | | | — | | | | | | 240,955 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 01/23/20 | | | | | | — | | | | | | 1,900 | | | | | | 3,800 | | | | | | 5,700 | | | | | | — | | | | | | — | | | | | | — | | | | | | 447,336 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,800 | | | | | | — | | | | | | — | | | | | | 478,368 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,900 | | | | | | 57.40 | | | | | | 453,467 | | | ||
Ryan Sullivan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 01/23/20 | | | | | | — | | | | | | 2,250 | | | | | | 4,500 | | | | | | 6,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 529,740 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,600 | | | | | | — | | | | | | — | | | | | | 558,096 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,200 | | | | | | 57.40 | | | | | | 528,088 | | | ||
Christian Weyer, M.D., M.A.S
|
| | |
|
— |
| | | |
|
244,006 |
| | | |
|
— |
| | | |
|
— |
| | | |
|
— |
| | | |
|
— |
| | | |
|
— |
| | | |
|
— |
| | | |
|
— |
| |
| | | 01/23/20 | | | | | | — | | | | | | 1,900 | | | | | | 3,800 | | | | | | 5,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 447,336 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,800 | | | | | | — | | | | | | — | | | | | | 478,368 | | | ||
| | | 01/23/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,900 | | | | | | 57.40 | | | | | | 453,467 | | |
| | |
Option awards
|
| | |
Stock awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable(1) |
| |
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 (#)(2) |
| |
Market value
of shares or units of stock that have not vested ($) |
| |
Equity
incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(3) |
| |
Equity
incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) |
| |||||||||||||||||||||||||||
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| | |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |||||||||||||||||||||||||||
Mark Pruzanski, M.D.(7)
|
| | |
|
30,084(4a) |
| | | |
|
— |
| | | |
|
— |
| | | |
|
21.50 |
| | | |
|
11/16/22 |
| | | | |
|
1,450(5a) |
| | | |
|
35,815 |
| | | |
|
32,039(6a) |
| | | |
|
791,363 |
| |
| | | | | 62,595(4b) | | | | | | — | | | | | | — | | | | | | 31.90 | | | | | | 05/07/23 | | | | | | | 3,896(5e) | | | | | | 96,231 | | | | | | 35,475(6b) | | | | | | 876,233 | | |
| | | | | 5,733(4c) | | | | | | — | | | | | | — | | | | | | 266.01 | | | | | | 04/11/24 | | | | | | | 7,425(5f) | | | | | | 183,398 | | | | | | — | | | | | | — | | |
| | | | | 32,550(4d) | | | | | | — | | | | | | — | | | | | | 161.16 | | | | | | 10/01/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 30,500(4e) | | | | | | — | | | | | | — | | | | | | 94.29 | | | | | | 02/11/26 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 39,167(4f) | | | | | | 833 | | | | | | — | | | | | | 107.18 | | | | | | 02/01/27 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 34,123(4g) | | | | | | 11,377 | | | | | | — | | | | | | 58.74 | | | | | | 02/05/28 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 7,420(4h) | | | | | | 6,280 | | | | | | — | | | | | | 110.80 | | | | | | 01/16/29 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 5,531(4i) | | | | | | 12,169 | | | | | | — | | | | | | 99.66 | | | | | | 01/23/30 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jerome Durso
|
| | | | 19,167(4j) | | | | | | 833 | | | | | | — | | | | | | 115.93 | | | | | | 02/23/27 | | | | | | | 937(5b) | | | | | | 23,144 | | | | | | 3,750(6a) | | | | | | 92,625 | | |
| | | | | 15,093(4g) | | | | | | 5,607 | | | | | | — | | | | | | 58.74 | | | | | | 02/05/28 | | | | | | | 4,250(5d) | | | | | | 104,975 | | | | | | 4,250(6b) | | | | | | 104,975 | | |
| | | | | 7,600(4h) | | | | | | 7,600 | | | | | | — | | | | | | 110.80 | | | | | | 01/16/29 | | | | | | | 4,700(5e) | | | | | | 116,090 | | | | | | — | | | | | | — | | |
| | | | | 4,350(4i) | | | | | | 13,050 | | | | | | — | | | | | | 99.66 | | | | | | 01/23/30 | | | | | | | 7,950(5f) | | | | | | 196,365 | | | | | | — | | | | | | — | | |
Sandip Kapadia
|
| | | | 18,000(4k) | | | | | | — | | | | | | — | | | | | | 146.36 | | | | | | 07/01/26 | | | | | | | 437(5a) | | | | | | 10,794 | | | | | | 1,800(6a) | | | | | | 44,460 | | |
| | | | | 11,358(4f) | | | | | | 242 | | | | | | — | | | | | | 107.18 | | | | | | 02/01/27 | | | | | | | 2,157(5d) | | | | | | 53,278 | | | | | | 2,250(6b) | | | | | | 55,575 | | |
| | | | | 7,655(4g) | | | | | | 2,845 | | | | | | — | | | | | | 58.74 | | | | | | 02/05/28 | | | | | | | 2,250(5e) | | | | | | 55,575 | | | | | | — | | | | | | — | | |
| | | | | 3,600(4h) | | | | | | 3,600 | | | | | | — | | | | | | 110.80 | | | | | | 01/16/29 | | | | | | | 4,200(5f) | | | | | | 103,740 | | | | | | — | | | | | | — | | |
| | | | | 2,300(4i) | | | | | | 6,900 | | | | | | — | | | | | | 99.66 | | | | | | 01/23/30 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Richard Kim
|
| | | | 4,395(4L) | | | | | | — | | | | | | — | | | | | | 277.61 | | | | | | 07/18/25 | | | | | | | 294(5a) | | | | | | 7,262 | | | | | | 1,600(6a) | | | | | | 39,520 | | |
| | | | | 4,100(4e) | | | | | | — | | | | | | — | | | | | | 94.29 | | | | | | 02/11/26 | | | | | | | 1,813(5d) | | | | | | 44,781 | | | | | | 2,150(6b) | | | | | | 53,105 | | |
| | | | | 7,313(4f) | | | | | | 487 | | | | | | — | | | | | | 107.18 | | | | | | 02/01/27 | | | | | | | 2,000(5e) | | | | | | 49,400 | | | | | | — | | | | | | — | | |
| | | | | 6,416(4g) | | | | | | 2,384 | | | | | | — | | | | | | 58.74 | | | | | | 02/05/28 | | | | | | | 4,050(5f) | | | | | | 100,035 | | | | | | — | | | | | | — | | |
| | | | | 3,200(4h) | | | | | | 3,200 | | | | | | — | | | | | | 110.80 | | | | | | 01/16/29 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2,200(4i) | | | | | | 6,600 | | | | | | — | | | | | | 99.66 | | | | | | 01/23/30 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lisa Bright(8)
|
| | | | 10,232(4m) | | | | | | — | | | | | | — | | | | | | 155.00 | | | | | | 01/01/22 | | | | | | | 294(5a) | | | | | | 7,262 | | | | | | 1,300(6a) | | | | | | 32,110 | | |
| | | | | 13,450(4d) | | | | | | — | | | | | | — | | | | | | 161.16 | | | | | | 01/01/22 | | | | | | | 1,719(5d) | | | | | | 42,459 | | | | | | 1,900(6b) | | | | | | 46,930 | | |
| | | | | 10,200(4e) | | | | | | — | | | | | | — | | | | | | 94.29 | | | | | | 01/01/22 | | | | | | | 1,650(5e) | | | | | | 40,755 | | | | | | — | | | | | | — | | |
| | | | | 7,638(4f) | | | | | | 162 | | | | | | — | | | | | | 107.18 | | | | | | 01/01/22 | | | | | | | 3,600(5f) | | | | | | 88,920 | | | | | | — | | | | | | — | | |
| | | | | 6,052(4g) | | | | | | 2,248 | | | | | | — | | | | | | 58.74 | | | | | | 01/01/22 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 2,650(4h) | | | | | | 2,650 | | | | | | — | | | | | | 110.80 | | | | | | 01/01/22 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 1,975(4i) | | | | | | 5,925 | | | | | | — | | | | | | 99.66 | | | | | | 01/01/22 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ryan Sullivan(8)
|
| | | | 15,443(4n) | | | | | | — | | | | | | — | | | | | | 53.41 | | | | | | 03/11/21 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 5,127(4h) | | | | | | — | | | | | | — | | | | | | 110.80 | | | | | | 03/11/21 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Christian Weyer, M.D., M.A.S.
|
| | |
|
11,504(4o) |
| | | |
|
5,730 |
| | | |
|
— |
| | | |
|
59.12 |
| | | |
|
11/27/27 |
| | | | |
|
4,125(5c) |
| | | |
|
101,888 |
| | | |
|
1,700(6a) |
| | | |
|
41,990 |
| |
| | | | | 2,015(4g) | | | | | | 868 | | | | | | — | | | | | | 58.74 | | | | | | 02/05/28 | | | | | | | 657(5d) | | | | | | 16,228 | | | | | | 1,900(6b) | | | | | | 46,930 | | |
| | | | | 3,400(4h) | | | | | | 3,400 | | | | | | — | | | | | | 110.80 | | | | | | 01/16/29 | | | | | | | 2,100(5e) | | | | | | 51,870 | | | | | | — | | | | | | — | | |
| | | | | 1,975(4i) | | | | | | 5,925 | | | | | | — | | | | | | 99.66 | | | | | | 01/23/30 | | | | | | | 3,600(5f) | | | | | | 89,920 | | | | | | — | | | | | | — | | |
Option
|
| |
Grant Date
|
| |
Vesting
Commencement Date |
| ||||||
(a)
|
| | | | 11/16/12 | | | | | | — | | |
(b)
|
| | | | 05/07/13 | | | | | | — | | |
(c)
|
| | | | 04/11/14 | | | | | | — | | |
(d)
|
| | | | 10/01/15 | | | | | | — | | |
(e)
|
| | | | 02/11/16 | | | | | | — | | |
(f)
|
| | | | 02/01/17 | | | | | | 01/01/17 | | |
(g)
|
| | | | 02/05/18 | | | | | | 01/01/18 | | |
(h)
|
| | | | 01/16/19 | | | | | | 01/01/19 | | |
(i)
|
| | | | 01/23/20 | | | | | | 01/23/20 | | |
(j)
|
| | | | 02/23/17 | | | | | | 02/23/17 | | |
(k)
|
| | | | 07/01/16 | | | | | | — | | |
(L)
|
| | | | 07/18/15 | | | | | | — | | |
(m)
|
| | | | 11/24/14 | | | | | | — | | |
(n)
|
| | | | 02/13/18 | | | | | | 02/13/18 | | |
(o)
|
| | | | 11/27/17 | | | | | | 11/27/17 | | |
Shares or Units
|
| |
Grant Date
|
| |
Vesting
Commencement Date |
| ||||||
(a)
|
| | | | 02/01/17 | | | | | | 01/01/17 | | |
(b)
|
| | | | 02/23/17 | | | | | | 02/23/17 | | |
(c)
|
| | | | 11/27/17 | | | | | | 11/27/17 | | |
(d)
|
| | | | 02/05/18 | | | | | | 01/01/18 | | |
(e)
|
| | | | 01/16/19 | | | | | | 01/01/19 | | |
(f)
|
| | | | 01/23/20 | | | | | | 01/01/20 | | |
Shares or Units
|
| |
Grant Date
|
| |
Vesting
Commencement Date |
| ||||||
(a)
|
| | | | 01/16/19 | | | | | | 01/01/19 | | |
(b)
|
| | | | 01/23/20 | | | | | | 01/01/20 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($)(1) |
| ||||||||||||
Mark Pruzanski, M.D.
|
| | | | — | | | | | | — | | | | | | 54,346 | | | | | | 1,736,397 | | |
Jerome Durso
|
| | | | — | | | | | | — | | | | | | 12,150 | | | | | | 596,750 | | |
Sandip Kapadia
|
| | | | — | | | | | | — | | | | | | 8,812 | | | | | | 512,232 | | |
Richard Kim
|
| | | | — | | | | | | — | | | | | | 5,102 | | | | | | 251,635 | | |
Lisa Bright
|
| | | | — | | | | | | — | | | | | | 5,062 | | | | | | 283,113 | | |
Ryan Sullivan
|
| | | | — | | | | | | — | | | | | | 5,800 | | | | | | 390,775 | | |
Christian Weyer, M.D., M.A.S.
|
| | | | — | | | | | | — | | | | | | 6,900 | | | | | | 344,750 | | |
Name
|
| | | | |
Termination
Due to Death ($)(4) |
| |
Termination
Due to Disability ($)(5) |
| |
Termination
Without Cause or Resignation for Good Reason ($)(6) |
| |
Termination Without
Cause or Resignation for Good Reason in Connection with a Change in Control ($)(7) |
|
Jerome Durso | | | | | | | | | | | | | | | | |
| | |
Cash Payments(1)
|
| |
300,956
|
| |
300,956
|
| |
902,869
|
| |
1,805,738
|
|
| | |
Value of Accelerated Vesting(2)
|
| |
290,225
|
| |
290,225
|
| |
351,975
|
| |
440,574
|
|
| | |
Health Insurance Benefits(3)
|
| |
—
|
| |
—
|
| |
35,649
|
| |
71,298
|
|
| | | Total | | |
591,181
|
| |
591,181
|
| |
1,290,493
|
| |
2,317,609
|
|
Sandip Kapadia | | | | | | | | | | | | | | | | |
| | |
Cash Payments(1)
|
| |
—
|
| |
—
|
| |
478,023
|
| |
478,023
|
|
| | |
Value of Accelerated Vesting(2)
|
| |
144,495
|
| |
144,495
|
| |
104,975
|
| |
223,387
|
|
| | |
Health Insurance Benefits(3)
|
| |
—
|
| |
—
|
| |
35,649
|
| |
35,649
|
|
| | | Total | | |
144,495
|
| |
144,495
|
| |
618,647
|
| |
737,059
|
|
Richard Kim | | | | | | | | | | | | | | | | |
| | |
Cash Payments(1)
|
| |
—
|
| |
—
|
| |
457,294
|
| |
457,294
|
|
| | |
Value of Accelerated Vesting(2)
|
| |
132,145
|
| |
132,145
|
| |
—
|
| |
201,478
|
|
| | |
Health Insurance Benefits(3)
|
| |
—
|
| |
—
|
| |
35,649
|
| |
35,649
|
|
| | | Total | | |
132,145
|
| |
132,145
|
| |
492,943
|
| |
694,421
|
|
Christian Weyer, M.D., M.A.S.
|
| | | | | | | | | | | | | | | |
| | |
Cash Payments(1)
|
| |
—
|
| |
—
|
| |
488,011
|
| |
488,011
|
|
| | |
Value of Accelerated Vesting(2)
|
| |
130,910
|
| |
130,910
|
| |
68,543
|
| |
258,905
|
|
| | |
Health Insurance Benefits(3)
|
| |
—
|
| |
—
|
| |
35,649
|
| |
35,649
|
|
| | | Total | | |
130,910
|
| |
130,910
|
| |
592,203
|
| |
782,565
|
|
Plan Category
|
| |
Number of Securities
to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants, and Rights |
| |
Number of Securities
Remaining Available for Future Issuance |
| |||||||||
Equity Compensation Plans Approved by Security Holders(1)
|
| | | | 2,997,685(2) | | | | | $ | 96.92(3) | | | | | | 3,342,486(4) | | |
Equity Compensation Plans Not Approved by
Security Holders |
| | | | — | | | | | | — | | | | | | — | | |
| | |
Amount
($) |
| |||
Restricted stock and restricted stock units(1)
|
| | | | 459,540 | | |
Performance restricted shares and TSR PSUs vesting on December 31, 2020(2)
|
| | | | 1,168,830 | | |
12-month-vesting performance restricted shares and TSR PSUs(3)
|
| | | | 2,452,545 | | |
Vesting of stock options(4)
|
| | | | 316,476 | | |
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
(in thousands)
|
| |||||||||
Audit Fees
|
| | | $ | 1,615 | | | | | $ | 1,777 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | 124 | | | | | | 146 | | |
All Other Fees
|
| | | | 2 | | | | | | 2 | | |
Total Fees
|
| | | $ | 1,741 | | | | | $ | 1,925 | | |
1 Year Intercept Pharmaceuticals Chart |
1 Month Intercept Pharmaceuticals Chart |
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