Filed by the Registrant ☒
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Filed by a party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Mirum Pharmaceuticals, Inc.
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(Name of Registrant as Specified In Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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☒
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No fee required
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☐
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Fee paid previously with preliminary materials
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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1.
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To elect the three Class I directors named in the accompanying proxy statement to hold office until the Company's 2026 annual meeting of stockholders.
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2.
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To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023.
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3.
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To conduct any other business properly brought before the Annual Meeting.
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Proposals
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Page
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Board
Recommendation
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Proposal 1: Elect the three Class I directors named herein to hold office until the Company's 2026 annual meeting of stockholders ("Director Election Proposal")
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For each director nominee
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Proposal 2: Ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023 ("Auditor Ratification Proposal")
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For
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1.
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Why did I receive a notice regarding the availability of proxy materials on the internet?
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2.
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Will I receive any other proxy materials by mail?
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3.
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Should I attend the Annual Meeting?
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4.
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Who can vote at the Annual Meeting?
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5.
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What am I voting on?
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•
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Proposal 1: To elect the three Class I directors named herein to hold office until the Company's 2026 annual meeting of stockholders.
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•
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Proposal 2: To ratify the selection by the Audit Committee of the Board (the "Audit Committee") of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023.
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6.
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What if another matter is properly brought before the meeting?
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7.
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How do I vote?
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To vote in person, come to the annual meeting and we will give you a ballot when you arrive.
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To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. (Eastern Time) on June 11, 2022 to be counted.
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To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 11:59 p.m. (Eastern Time) on June 11, 2023 to be counted.
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8.
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How many votes do I have?
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9.
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If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
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10.
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If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?
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11.
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Who is paying for this proxy solicitation?
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12.
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What does it mean if I receive more than one Notice?
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13.
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Can I change my vote after submitting my proxy?
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You may submit another properly completed proxy card with a later date.
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You may grant a subsequent proxy by telephone or through the internet.
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You may send a timely written notice that you are revoking your proxy to 950 Tower Lane, Suite 1050, Foster City, California 94404, Attention: Corporate Secretary.
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•
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You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
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14.
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When are stockholder proposals and director nominations due for next year's annual meeting?
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15.
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How are votes counted?
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16.
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What are "broker non-votes"?
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17.
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How many votes are needed to approve each proposal?
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Proposal
Number
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Proposal Description
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Vote Required for Approval
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Effect of
Abstentions
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Effect of
Broker
Non-Votes
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1
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Election of Directors Proposal
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Nominees receiving the most "For" votes from the shares present in person or represented by proxy and entitled to vote on the matter; "Withhold" votes will have no effect.
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No effect
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No effect
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2
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Auditor Ratification Proposal
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"For" votes from a majority of shares present in person or represented by proxy and entitled to vote on the matter.
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Against
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No effect(1)
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(1)
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NYSE has advised us that this proposal should be considered a "routine" matter under NYSE rules. Although our shares are not listed with NYSE, NYSE regulates broker-dealers and their discretion to vote on stockholder proposals. If your shares are held by a bank, we believe your shares cannot be voted without your specific instructions. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker that holds your shares, we believe your broker should have discretionary authority under NYSE rules to vote your shares on this proposal absent additional instructions from you. Given such discretionary authority, we do not anticipate broker non-votes for this proposal.
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18.
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What is the quorum requirement?
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19.
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How can I find out the results of the voting at the Annual Meeting?
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Board Diversity Matrix (As of the Record Date)
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Total Number of Directors
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10
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Female
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Male
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Non-Binary
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Did Not
Disclose
Gender
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Part I: Gender Identity
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Directors
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2
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8
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-
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-
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Part II: Demographic Background
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African American or Black
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-
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-
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-
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-
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Alaskan Native or Native American
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-
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-
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-
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-
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Asian
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-
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-
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-
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-
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Hispanic or Latinx
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-
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-
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-
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-
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Native Hawaiian or Pacific Islander
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-
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-
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-
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-
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White
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1
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8
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-
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-
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Two or More Races or Ethnicities
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1*
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-
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-
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-
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LGBTQ+
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1
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Did Not Disclose Demographic Background
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-
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*
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The director represented as "two or more races or ethnicities" self-identified as "Hispanic or Latinx" and "Asian."
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Name
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Audit(1)
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Compensation(2)
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Nominating and
Corporate
Governance(3)
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Christopher Peetz
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Laura Brege
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X*
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X
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Carol Brosgart, M.D.
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X
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Lon Cardon, Ph.D., FMedSci
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X
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William Fairey
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X
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X
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Laurent Fischer, M.D.
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X*
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Michael Grey
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Patrick Heron
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X
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Edward Mathers
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X
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Niall O'Donnell, Ph.D.
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X
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X*
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Saira Ramasastry, M.S., M.Phil.
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X
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X
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Total meetings in fiscal 2022
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5
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4
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4
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*
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Committee Chair
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(1)
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Ms. Ramasastry replaced Dr. O'Donnell as a member of the Audit Committee in June 2022 in connection with Ms. Ramasastry's appointment to the Board in June 2022.
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(2)
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Mr. Mathers resigned as a member of the Compensation Committee in connection with his resignation from the Board in September 2022. The Board expanded the size of the Compensation Committee to four members and appointed Mr. Fairey and Ms. Ramasastry as members of the Compensation Committee in November 2022.
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(3)
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Dr. Cardon replaced Dr. Brosgart as a member of the Nominating Committee in December 2022 in connection with Dr. Brosgart's resignation from the Board in December 2022.
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•
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overseeing our corporate accounting and financial reporting processes;
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managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;
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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
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developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
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reviewing related person transactions;
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•
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obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
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•
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approving, or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.
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*
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The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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•
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reviewing and approving the compensation of our Chief Executive Officer, other executive officers and senior management;
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•
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reviewing and recommending to our Board the compensation paid to our directors;
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•
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reviewing and approving the compensation arrangements with our executive officers and other senior management;
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•
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administering our equity incentive plans and other benefit programs;
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•
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reviewing, adopting, amending and terminating, incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and
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•
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reviewing, evaluating and recommending to the Board succession plans for our executive officers.
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•
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identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board;
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•
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considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board;
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•
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instituting plans or programs for the continuing education of the Board and orientation of new directors;
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•
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developing and making recommendations to the Board regarding corporate governance guidelines and matters; and
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•
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overseeing periodic evaluations of the Board's performance, including committees of the Board and management.
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*
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The disclosure under the caption "Prohibition on Speculative Trading" is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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Fiscal Year
Ended
December 31,
2022
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Fiscal Year
Ended
December 31,
2021
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(in thousands)
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Audit Fees
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$1,157
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$897
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Total Fees
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$1,157
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$897
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Name
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Age
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Position
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Christopher Peetz
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44
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President, Chief Executive Officer and Director
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Pamela Vig, Ph.D.
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52
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Head of Research and Development
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Lara Longpre
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53
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Chief Development Officer
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Peter Radovich
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45
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Chief Operating Officer
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•
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each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
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•
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each of our directors, including the nominees named herein;
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•
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each of our named executive officers; and
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•
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all of our current executive officers and directors as a group.
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Name of Beneficial Owner
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Number of
Shares
Beneficially
Owned
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Percentage of
Shares
Beneficially
Owned
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Greater than 5% Holders:
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New Enterprise Associates 16, L.P.(1)
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4,186,243
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11.01%
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Frazier Life Sciences IX, L.P.(2)
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3,566,912
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9.38%
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Entities affiliated with Deerfield(3)
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2,032,335
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5.34%
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Eventide Asset Management, LLC(4)
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2,057,000
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5.41%
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Named Executive Officers and Directors:
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Laura Brege(5)
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75,167
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*
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Lon Cardon, Ph.D., FMedSci
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-
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-
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William Fairey(6)
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24,083
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*
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Laurent Fischer, M.D.(7)
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101,500
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*
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Michael Grey(8)
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1,133,948
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2.92%
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Patrick Heron(9)
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3,617,912
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9.50%
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Lara Longpre(10)
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476,720
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1.24%
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Niall O'Donnell, Ph.D.(11)
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1,672,118
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4.39%
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Christopher Peetz(12)
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1,313,333
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3.37%
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Peter Radovich(13)
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241,256
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*
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Saira Ramasastry, M.S., M.Phil.(14)
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18,833
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*
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Pamela Vig, Ph.D.(15)
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477,088
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1.25%
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Timothy Walbert
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-
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-
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All executive officers and directors as a group (13 persons)(16)
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9,151,958
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24.06%
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*
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Represents beneficial ownership of less than 1%.
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(1)
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Consists of 4,186,243 shares directly held by New Enterprise Associates 16, L.P. ("NEA 16") and indirectly held by NEA Partners 16, L.P. ("NEA Partners"), the sole general partner of NEA 16, NEA 16 GP, LLC ("NEA 16 GP"), the sole general partner of NEA Partners, and the individual managers of NEA 16 GP. The individual managers of NEA 16 GP are Peter J. Barris, Forest Baskett, Ali Behbahani, Carmen Chang, Anthony A. Florence, Jr., Mohamad Makhzoumi, Josh Makower, David M. Mott, Scott D. Sandell, Peter W. Sonsini and Paul Walker. NEA Partners, NEA 16 GP and the individual managers of NEA 16 GP disclaim beneficial ownership of these shares, or otherwise of such portion of the shares held by NEA 16 in which such persons have no pecuniary interest. The address of NEA 16, NEA Partners and NEA 16 GP is 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093. The foregoing information was obtained from a Form 4 filed on July 30, 2019.
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(2)
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Consists of (i) 3,566,912 shares of common stock held directly by Frazier Life Sciences IX, L.P., (ii) 503,057 shares of common stock held directly by Frazier Life Sciences Public Fund, L.P., (iii) 137,845 shares of common stock held directly by Frazier Life Sciences Public Overage Fund, L.P. and (iv) 152,293 shares of common stock held directly by Frazier Life Sciences XI, L.P. FHMLS IX, L.P. is the general partner of Frazier Life Sciences IX, L.P. and FHMLS IX, L.L.C. is the general partner of FHMLS IX, L.P. Patrick J. Heron and James N. Topper are the members of FHMLS IX, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences IX, L.P. FHMLSP, L.P. is the general partner of Frazier Life Sciences Public Fund, L.P. and FHMLSP, L.L.C. is the general partner of FHMLSP, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Fund, L.P. FHMLSP Overage, L.P. is the general partner of Frazier Life Sciences Public Overage Fund, L.P. and FHMLSP Overage, L.L.C. is the general partner of FHMLSP Overage, L.P. Patrick J. Heron, James N. Topper, Albert Cha and James Brush are the members of FHMLSP Overage, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences Public Overage Fund, L.P. FHMLS XI, L.P. is the general partner of Frazier Life Sciences XI, L.P. and FHMLS XI, L.L.C. is the general partner of FHMLS XI, L.P. Patrick J. Heron, James N. Topper and Daniel Estes are the members of FHMLS XI, L.L.C. and therefore share voting and investment power over the shares held by Frazier Life Sciences XI, L.P. The address for all such reporting persons is c/o Frazier Life Sciences Management, L.P., 70 Willow Road, Suite 200, Menlo Park, CA 9402570. The foregoing information was obtained from a Form 4 filed on April 14, 2023.
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(3)
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Consists of an aggregate of 2,032,335 shares of commons stock deemed beneficially owned by a group consisting of: James E. Flynn, Deerfield Mgmt IV, L.P., Deerfield Mgmt HIF, L.P., Deerfield Management Company, L.P., Deerfield Healthcare Innovations Fund, L.P. ("Deerfield Healthcare Innovations") and Deerfield Private Design Fund IV, L.P. ("Deerfield Private Design IV") (collectively, the "Deerfield Group"). Of such aggregate number of shares of common stock, (i) 964,784 shares of common stock are held directly by Deerfield Healthcare Innovations and (ii) 1,067,551 shares of common stock are held directly by Deerfield Private Design Fund IV. Deerfield Management Company, L.P. is the investment advisor to both Deerfield Healthcare Innovations and Deerfield Private Design IV. Deerfield Mgmt HIF, L.P. is the general partner of Deerfield Healthcare Innovations. Deerfield Mgmt IV, L.P. is the general partner of Deerfield Private Design IV. Mr. Flynn is the sole member of the general partner of each of Deerfield Mgmt HIF, L.P., Deerfield Mgmt IV, L.P. and Deerfield Management Company, L.P. As such, (a) Deerfield Management Company, L.P., Deerfield Mgmt HIF, L.P. and Mr. Flynn may be deemed to beneficially own the securities held by Deerfield Healthcare Innovations, and(b) Deerfield Management Company, L.P., Deerfield Mgmt IV, L.P. and Mr. Flynn may be deemed to beneficially own the securities held by Deerfield Private Design IV. The address for the Deerfield Group is c/o Deerfield Management Company, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010. The foregoing information was obtained from a Schedule 13G filed on February 10, 2023.
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(4)
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Consists of 2,057,000 shares of common stock directly held by Eventide Healthcare & Life Sciences Fund ("Eventide Fund"), a registered investment company, and indirectly held by Eventide Asset Management, LLC ("Eventide"), Robin C. John and Finny Kuruvilla, M.D. Ph.D. Eventide is the investment adviser to the Eventide Fund. Mr. John is the Chief Executive Officer of Eventide and Dr. Kuruvilla is a Co-Chief Investment Officer and Managing Director of Eventide. The address of Eventide, Mr. Robin and Dr. Kuruvilla is One International Place, Suite 4210, Boston, Massachusetts 02110. The foregoing information was obtained from a Schedule 13G filed on February 14, 2023, except that the relationship of Mr. Robin and Dr. Kuruvilla to Eventide was not included in such Schedule 13G and was obtained from the Eventide website. The information on the Eventide website is not incorporated by reference into this Proxy Statement or our Annual Report.
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(5)
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Consists of (i) 10,000 shares of common stock held by Ms. Brege and (ii) 65,167 shares of common stock subject to options held by Ms. Brege that are exercisable within 60 days of the Record Date.
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(6)
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Consists of 24,083 shares of common stock subject to options held by Mr. Fairey that are exercisable within 60 days of the Record Date.
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(7)
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Consists of (i) 6,750 shares of common stock held by Dr. Fischer and (ii) 94,750 shares of common stock subject to options held by Dr. Fischer that are exercisable within 60 days of the Record Date.
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(8)
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Consists of (i) 289,198 shares of common stock held by the Grey Family Trust dated November 12, 1999 ("Grey 1999 Trust"), (ii) 93,750 shares of common stock held by the Grey 2018 Irrevocable Children's Trust ("Grey 2018 Trust"), and (iii) 751,000 shares of common stock subject to options held by Mr. Grey that are exercisable within 60 days of the Record Date. Mr. Grey is trustee of each of the Grey 2018 Trust and Grey 1999 Trust, and in such capacity has the power to vote and dispose of such shares held by the Grey 2018 Trust and the Grey 1999 Trust.
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(9)
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Consists of (i) the shares described in note 2 above and (ii) 51,000 shares of common stock subject to options held by Mr. Heron that are exercisable within 60 days of the Record Date.
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(10)
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Consists of (i) 106,159 shares of common stock held by Ms. Longpre and (ii) 370,561 shares of common stock subject to options held by Ms. Longpre that are exercisable within 60 days of the Record Date.
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(11)
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Consists of (i) 51,000 shares of common stock subject to options held by Dr. O'Donnell that are exercisable within 60 days of the Record Date and (ii) 1,621,118 shares of common stock held by RiverVest Venture Fund IV, L.P., ("RiverVest"). RiverVest Venture Partners IV, L.P. is the general partner of RiverVest. RiverVest Venture Partners IV, LLC, is the sole general partner of RiverVest Venture Partners IV, L.P. Dr. O'Donnell, a member of the Board, is a Manager at RiverVest Venture Partners IV, LLC. As a result, Dr. O'Donnell may be deemed to beneficially own the shares of Common Stock owned by RiverVest. Dr. O'Donnell disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein. The address of RiverVest is 101 South Hanley Road, Suite 1850, St. Louis, Missouri 63105. The foregoing information regarding RiverVest was obtained from a Schedule 13G filed on November 11, 2022.
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(12)
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Consists of (i) 119,576 shares of common stock held by Mr. Peetz, (ii) 201,570 shares of common stock held by the Peetz Family Trust, and (iii) 992,187 shares of common stock subject to options held by Mr. Peetz that are exercisable within 60 days of the Record Date. Mr. Peetz is trustee of the Peetz Family Trust and in such capacity has the power to vote and dispose of such shares.
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(13)
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Consists of (i) 38,132 shares of common stock held by Mr. Radovich and (ii) 203,124 shares of common stock subject to options held by Mr. Radovich that are exercisable within 60 days of the Record Date.
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(14)
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Consists of 18,833 shares of common stock subject to options held by Ms. Ramasastry that are exercisable within 60 days of the Record Date.
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(15)
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Consists of (i) 31,527 shares of common stock held by Dr. Vig, (ii) 75,000 shares of common stock held by the Vig-Ancock Family Trust and (iii) 370,561 shares of common stock subject to options held by Dr. Vig that are exercisable within 60 days of the Record Date. Dr. Vig is trustee of the Vig-Ancock Family Trust and in such capacity has the power to vote and dispose of such shares.
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(16)
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Includes 9,151,958 shares of common stock that our executive officers and non-employee directors have the right to acquire pursuant to options exercisable within 60 days of the Record Date.
|
•
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Christopher Peetz, our President and Chief Executive Officer
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•
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Peter Radovich, our Chief Operating Officer
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•
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Lara Longpre, our Chief Development Officer
|
•
|
Pamela Vig, Ph.D., our Head of Research and Development
|
Name and Principal Position(s)
|
| |
Year
|
| |
Salary ($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)(2)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(3)
|
| |
All Other
Compensation
($)(4)
|
| |
Total ($)
|
Christopher Peetz
President and Chief Executive Officer
|
| |
2022
|
| |
624,000
|
| |
634,800
|
| |
2,682,384
|
| |
449,280
|
| |
12,200
|
| |
4,402,664
|
|
2021
|
| |
600,000
|
| |
559,781
|
| |
2,546,950
|
| |
412,500
|
| |
11,600
|
| |
4,130,831
|
||
Peter Radovich
Chief Operating Officer
|
| |
2022
|
| |
467,500
|
| |
158,700
|
| |
670,596
|
| |
252,450
|
| |
12,200
|
| |
1,561,446
|
|
2021
|
| |
425,000
|
| |
207,919
|
| |
946,010
|
| |
212,500
|
| |
11,600
|
| |
1,803,029
|
||
Lara Longpre
Chief Development Officer(5)
|
| |
2022
|
| |
450,000
|
| |
158,700
|
| |
670,596
|
| |
216,000
|
| |
12,200
|
| |
1,507,496
|
Pamela Vig, Ph.D.
Head of Research and Development(6)
|
| |
2022
|
| |
450,000
|
| |
158,700
|
| |
670,596
|
| |
216,000
|
| |
12,200
|
| |
1,507,496
|
(1)
|
The dollar amounts in this column reflect the aggregate grant date fair value of all stock awards granted during the indicated fiscal year computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of each equity award is measured based on the closing price of our common stock on the date of grant. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers.
|
(2)
|
Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements included in the Annual Report. Our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.
|
(3)
|
Amount for 2022 represents bonus awarded on January 31, 2023 in recognition of 2022 performance, as more fully described in the "-Bonus Compensation" section below.
|
(4)
|
Amounts shown in this column represent matching payments under our 401(k) Plan, a qualified deferred compensation plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code").
|
(5)
|
Ms. Longpre has served as our Chief Development Officer since December 2018. Ms. Longpre was not a named executive officer in 2021.
|
(6)
|
Dr. Vig previously served as our Chief Scientific Officer from December 2018 to November 2021, when she was appointed as our Head of Research and Development. Dr. Vig was not a named executive officer in 2021.
|
Name
|
| |
2022 Base
Salary
|
Christopher Peetz
|
| |
$624,000
|
Peter Radovich
|
| |
$467,500
|
Lara Longpre
|
| |
$450,000
|
Pamela Vig, Ph.D.
|
| |
$450,000
|
Name
|
| |
2022 Annual
Bonus
|
Christopher Peetz
|
| |
$449,280
|
Peter Radovich
|
| |
$252,450
|
Lara Longpre
|
| |
$216,000
|
Pamela Vig, Ph.D.
|
| |
$216,000
|
| | | |
Option Awards(1)
|
| |
Stock Awards(2)
|
||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
securities
underlying
unexercised
options
(#)
exercisable
|
| |
Number of
securities
underlying
unexercised
options
(#)
unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
shares or units
of stock that
have not vested
(#)
|
| |
Market value of
shares of units
of stock that
have not vested
($)
|
Christopher Peetz
|
| |
3/12/2019(3)
|
| |
312,500
|
| |
-(4)
|
| |
2.94
|
| |
3/11/2029
|
| |
-
|
| |
-
|
|
5/14/2019(5)
|
| |
315,104
|
| |
28,646(4)
|
| |
6.27
|
| |
5/13/2029
|
| |
-
|
| |
-
|
||
|
1/10/2020(6)
|
| |
123,958
|
| |
46,042
|
| |
19.24
|
| |
1/9/2030
|
| |
-
|
| |
-
|
||
|
1/7/2021(6)
|
| |
83,854
|
| |
91,146
|
| |
19.19
|
| |
1/6/2031
|
| |
-
|
| |
-
|
||
|
3/9/2021
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
10,938(7)
|
| |
213,291(8)
|
||
|
1/6/2022(6)
|
| |
-
|
| |
240,000
|
| |
15.87
|
| |
1/5/2032
|
| |
-
|
| |
-
|
||
|
1/6/2022
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
40,000(9)
|
| |
780,000(10)
|
||
Peter Radovich
|
| |
4/28/2020(6)
|
| |
123,333
|
| |
61,667
|
| |
16.26
|
| |
4/27/2030
|
| |
-
|
| |
-
|
|
1/7/2021(6)
|
| |
31,145
|
| |
33,855
|
| |
19.19
|
| |
1/6/2031
|
| |
-
|
| |
-
|
||
|
3/9/2021
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
4,063(7)
|
| |
79,229(8)
|
||
|
1/6/2022(6)
|
| |
-
|
| |
60,000
|
| |
15.87
|
| |
1/5/2032
|
| |
-
|
| |
-
|
||
|
1/6/2022
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
10,000(9)
|
| |
195,000(10)
|
||
Lara Longpre
|
| |
3/12/2019(3)
|
| |
156,250
|
| |
-(4)
|
| |
2.94
|
| |
3/11/2029
|
| |
-
|
| |
-
|
|
5/14/2019(5)
|
| |
100,260
|
| |
9,115(4)
|
| |
6.27
|
| |
5/13/2029
|
| |
-
|
| |
-
|
||
|
1/10/2020(6)
|
| |
37,916
|
| |
14,084
|
| |
19.24
|
| |
1/9/2030
|
| |
-
|
| |
-
|
||
|
1/7/2021(6)
|
| |
31,145
|
| |
33,855
|
| |
19.19
|
| |
1/6/2031
|
| |
-
|
| |
-
|
||
|
3/9/2021
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
4,063(7)
|
| |
79,229(8)
|
||
|
1/6/2022(6)
|
| |
-
|
| |
60,000
|
| |
15.87
|
| |
1/5/2032
|
| |
-
|
| |
-
|
||
|
1/6/2022
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
10,000(9)
|
| |
195,000(10)
|
||
Pamela Vig Ph.D.
|
| |
3/12/2019(3)
|
| |
156,250
|
| |
-(4)
|
| |
2.94
|
| |
3/11/2029
|
| |
-
|
| |
-
|
|
5/14/2019(5)
|
| |
100,260
|
| |
9,115(4)
|
| |
6.27
|
| |
5/13/2029
|
| |
-
|
| |
-
|
||
|
1/10/2020(6)
|
| |
37,916
|
| |
14,084
|
| |
19.24
|
| |
1/9/2030
|
| |
-
|
| |
-
|
||
|
1/7/2021(6)
|
| |
31,145
|
| |
33,855
|
| |
19.19
|
| |
1/6/2031
|
| |
-
|
| |
-
|
||
|
3/9/2021
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
4,063(7)
|
| |
79,229(8)
|
||
|
1/6/2022(6)
|
| |
-
|
| |
60,000
|
| |
15.87
|
| |
1/5/2032
|
| |
-
|
| |
-
|
||
|
1/6/2022
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
10,000(9)
|
| |
195,000(10)
|
(1)
|
All of the option awards were granted under the 2018 Plan, the 2019 Plan or the 2020 Inducement Plan.
|
(2)
|
Stock awards in this column were granted under the 2019 Plan.
|
(3)
|
1/4th of the shares subject to this option award vest on November 5, 2019. Thereafter, the shares vest in a series of 36 successive equal monthly installments at the end of each month, provided that the award recipient continues to provide services to us through each such date.
|
(4)
|
This option award is subject to an early exercise provision and is immediately exercisable in exchange for shares of common stock, subject to a right of repurchase in favor of the Company.
|
(5)
|
1/4th of the shares subject to this option award vest on April 12, 2020. Thereafter, the shares vest in a series of 36 successive equal monthly installments at the end of each month, provided that the award recipient continues to provide services to us through each such date.
|
(6)
|
1/4th of the shares subject to this option award vest one year after the Grant Date. Thereafter, the shares vest in a series of 36 successive equal monthly installments at the end of each month, provided that the award recipient continues to provide services to us through each such date.
|
(7)
|
Represents a PSU award granted in March 2021 under the 2019 Plan that, in order to vest, requires achievement of a performance condition of NDA Approval on or before December 31, 2021. Upon timely achievement of NDA Approval, 50% of the PSU award vests immediately and 50% vests on June 30, 2023, subject to continued service with us through the end of the performance period. As of September 29, 2021, the Company determined achievement of the NDA Approval performance condition was met. The number of shares subject to the PSU award assumes achievement of the remaining time-based condition, as there is only a single estimated payout pursuant to the award. For additional detail, see the discussion in Note 11 of the Annual Report. As of December 31, 2021, NDA Approval had been achieved and 50% of the PSU award had vested. For additional information, please refer to "-Equity-Based Incentive Awards" above.
|
(8)
|
The market value of the PSU award is calculated by multiplying the number of shares underlying the PSU award shown in the table by $19.50, the closing price of our common stock on December 31, 2022.
|
(9)
|
Represents an RSU award that vests in three equal annual installments on the anniversary of the Grant Date, provided, in each case, that the holder is then providing services to us in accordance with the terms of the 2019 Plan.
|
(10)
|
The market value of the RSU award is calculated by multiplying the number of shares underlying the RSU award shown in the table by $19.50, the closing price of our common stock on December 31, 2022.
|
•
|
"cause" generally means the occurrence of any of the following events, conditions or actions with respect to the executive: (i) commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against us; (iii) intentional, material violation of any contract or agreement between the executive and us or of any statutory duty owed to us; (iv) unauthorized use or disclosure of our confidential information or trade secrets; or (v) gross misconduct;
|
•
|
"good reason" generally means the following events, conditions or actions taken by us with respect to the executive without cause and without the executive's express written consent: (i) a material reduction of the executive's annual base salary, which is a reduction of at least 10% of such executive's base salary (unless pursuant to a salary reduction program applicable generally to our similarly situated employees); (ii) a material reduction in the executive's authority, duties or responsibilities; (iii) a material reduction in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report; (iv) a relocation of the executive's principal place of employment to a place that increases such executive's one-way commute by more than 50 miles as compared to such executive's then-current principal place of employment immediately prior to such relocation; and
|
•
|
"change in control" generally means the following events: (i) a change in ownership of representing more than 50% of the combined voting power of our outstanding securities, other than by virtue of a merger, consolidation or similar transaction; (ii) a merger, consolidation or similar transaction in which our stockholders do not own more than 50% of the combined voting power of the surviving entity or its parent; (iii) a dissolution or liquidation, except for a liquidation into a parent corporation; and (iv) a sale, lease, exclusive license or other disposition of all or substantially all of our assets.
|
Plan Category
|
| |
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options,
Warrants
and Rights
|
| |
Weighted-
average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
|
| |
Number of
Securities
Remaining
Available for
Future Issuance
under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
|
| |
(a)
|
| |
(b)
|
| |
(c)
|
|
Equity compensation plans approved by security holders(1)
|
| |
6,994,938(4)
|
| |
$12.23
|
| |
2,278,749(2)
|
Equity compensation plans not approved by security holders(3)
|
| |
1,960,619
|
| |
$18.91
|
| |
475,768
|
Total
|
| |
8,955,557
|
| |
$13.63
|
| |
2,754,517
|
(1)
|
Consists of the 2018 Plan, the 2019 Plan and the 2019 Employee Stock Purchase Plan (the "ESPP"). The number of shares of our common stock reserved for issuance under the 2019 Plan is subject to an automatic increase on January 1 of each calendar year through January 1, 2029, in an amount equal to 5.0% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board. The number of shares of our common stock reserved for issuance under the ESPP is subject to an automatic increase on January 1 of each calendar year through January 1, 2029, by the lesser of (a) 1.0% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (b) 1,500,000 shares; provided that before the date of any such increase, the Board may determine that such increase will be less than the amount set forth in clauses (a) and (b). On January 1, 2023, the number of shares of our common stock reserved for issuance under the 2019 Plan and the ESPP were increased by 1,847,817 and 369,563, respectively, pursuant to the automatic increase provisions of such plans.
|
(2)
|
Consists of shares available for future issuance under the 2019 Plan and the ESPP. As of December 31, 2022, 1,121,179 shares of our common stock were available for issuance under the 2019 Plan, and 1,157,570 shares of our common stock were available for issuance under the ESPP.
|
(3)
|
Consists of the 2020 Inducement Plan, which was adopted by the Compensation Committee without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq listing rules. As of December 31, 2022, 475,768 shares of our common stock were available for issuance under the 2020 Inducement Plan.
|
(4)
|
Includes the unvested portion of PSU awards granted in March 2021 under the 2019 Plan that, in order to vest, requires achievement of a performance condition of NDA Approval on or before December 31, 2021. Upon timely achievement of NDA Approval, 50% of the PSU award vests immediately and 50% vests on June 30, 2023, subject to continued service with us through the end of the performance period. As of September 29, 2021, the Company determined achievement of the NDA Approval performance condition was met. As of December 31, 2021, NDA Approval had been achieved and 50% of the PSU award had vested. The weighted-average exercise price in Column (b) does not take the unvested portion of these awards into account. For additional information, please refer to "-Equity-Based Incentive Awards" above.
|
•
|
any breach of the director's duty of loyalty to the corporation or its stockholders;
|
•
|
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions; or
|
•
|
any transaction from which the director derived an improper personal benefit.
|
Name(1)
|
| |
Fees Earned or
Paid in Cash ($)
|
| |
Option Awards
($)(2)
|
| |
Total ($)
|
Laura Brege(3)
|
| |
76,000
|
| |
278,299
|
| |
354,299
|
Carol L. Brosgart, M.D.(4)
|
| |
48,500
|
| |
278,299
|
| |
326,799
|
Lon Cardon, Ph.D., FMedSci(5)
|
| |
-
|
| |
440,640
|
| |
442,387
|
William C. Fairey(6)
|
| |
53,750
|
| |
208,724
|
| |
262,474
|
Laurent Fischer, M.D.(7)
|
| |
53,125
|
| |
278,299
|
| |
331,424
|
Michael Grey(8)
|
| |
103,750
|
| |
278,299
|
| |
382,049
|
Patrick Heron(9)
|
| |
53,125
|
| |
278,299
|
| |
331,424
|
Edward T. Mathers(10)
|
| |
51,250
|
| |
278,299
|
| |
329,549
|
Niall O'Donnell Ph.D.(11)
|
| |
61,167
|
| |
278,299
|
| |
339,466
|
Saira Ramasastry, M.S., M.Phil.(12)
|
| |
32,083
|
| |
565,549
|
| |
597,632
|
(1)
|
Mr. Walbert is not referenced in the table because he was not serving on the Board in 2022. Mr. Walbert joined our Board in April 2023.
|
(2)
|
Amounts shown in this column do not reflect dollar amounts actually received by non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements included in the Annual Report. Our non-employee directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. As of December 31, 2022, Ms. Brege held options to purchase 65,167 shares of our common stock; Dr. Brosgart held options to purchase 51,000 shares of our common stock; Dr. Cardon held options to purchase 34,000 shares of our common stock; Mr. Fairey held options to purchase 46,750 shares of our common stock; Dr. Fischer held options to purchase 94,750 shares of our common stock; Mr. Grey held options to purchase 778,578 shares of our common stock; Mr. Heron held options to purchase 51,000 shares of our common stock; Mr. Mathers held no options to purchase shares of our common stock as all such options had been exercised following his resignation from the Board; Dr. O'Donnell held options to purchase 51,000 shares of our common stock; and Ms. Ramasastry held 41,500 options to purchase shares of our common stock, 34,000 of which were awarded to Ms. Ramasastry in connection with her service on the Board and 7,500 of which were awarded to Ms. Ramasastry as compensation for services performed prior to her appointment to the Board.
|
(3)
|
Ms. Brege earned the following fees during 2022: $43,750 for service as a member of the Board; $10,000 for service as a member of the Audit Committee; $4,750 for service as a member of the Nominating Committee; and $17,500 for service as Chair of the Audit Committee.
|
(4)
|
Dr. Brosgart resigned from the Board effective December 19, 2022. Dr. Brosgart earned the following fees during 2022: $43,750 for service as a member of the Board; and $4,750 for service as a member of the Nominating Committee.
|
(5)
|
Dr. Cardon joined the Board in December 2022.
|
(6)
|
Mr. Fairey earned the following fees during 2022: $43,750 for service as a member of the Board; and $10,000 for service as a member of the Audit Committee.
|
(7)
|
Dr. Fischer earned the following fees during 2022: $43,750 for service as a member of the Board; and $9,375 for service as a member of the Compensation Committee.
|
(8)
|
Mr. Grey earned the following fees during 2022: $43,750 for service as a member of the Board; and $60,000 for service as Chair of the Board.
|
(9)
|
Mr. Heron earned the following fees during 2022: $43,750 for service as a member of the Board; and $9,375 for service as a member of the Compensation Committee.
|
(10)
|
Mr. Mathers resigned from the Board effective September 1, 2022. Mr. Mathers earned the following fees during 2022: $32,500 for service as a member of the Board; $11,875 for service as Chair of the Compensation Committee; and $6,875 for service as a member of the Compensation Committee.
|
(11)
|
Dr. O'Donnell earned the following fees during 2022: $43,750 for service as a member of the Board; $8,500 for service as Chair of the Nominating Committee; $4,167 for service as a member of the Audit Committee; and $4,750 for service as a member of the Nominating Committee.
|
(12)
|
Ms. Ramasastry joined the Board in June 2022. Ms. Ramasastry earned the following fees during 2022: $26,250 for service as a member of the Board; and $5,833 for service as a member of the Audit Committee.
|
•
|
an annual cash retainer of $40,000, with an additional cash retainer of $10,000 to the lead independent director, if any;
|
•
|
an additional annual cash retainer of $10,000, $7,500 and $4,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating Committee, respectively;
|
•
|
an additional annual cash retainer of $60,000, $10,000, $7,500 and $4,000 for service as Chair of the Board, Audit Committee, Compensation Committee and the Nominating Committee, respectively;
|
•
|
an initial option grant to purchase 34,000 shares of our common stock on the date of each such non-employee director's appointment to the Board; and
|
•
|
an annual option grant to purchase 17,000 shares of our common stock on the date of each of our annual stockholder meetings.
|
•
|
an annual cash retainer of $45,000, with an additional cash retainer of $10,000 to the lead independent director, if any;
|
•
|
an additional annual cash retainer of $10,000, $10,000 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating Committee, respectively; and
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an additional annual cash retainer of $60,000, $20,000, $20,000 and $10,000 for service as Chair of the Board, Audit Committee, Compensation Committee and the Nominating Committee, respectively.
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Order of the Board of Directors
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/s/ Christopher Peetz
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Christopher Peetz
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President and Chief Executive Officer
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Mirum Pharmaceuticals Inc. published this content on 01 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 May 2023 20:55:25 UTC.