DEF 14A 1 omed-def14a_20180622.htm DEF 14A omed-def14a_20180622.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant                              Filed by a party other than the Registrant  

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

ONCOMED PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

(5)

Total fee paid:

 

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

(3)

Filing Party:

 

 

(4)

Date Filed:

 

 

 


ONCOMED PHARMACEUTICALS, INC.

800 Chesapeake Drive

Redwood City, California 94063

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 22, 2018

To the Stockholders of OncoMed Pharmaceuticals, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of OncoMed Pharmaceuticals, Inc., a Delaware corporation (referred to herein as the “Company,” “we” or “our”), will be held on June 22, 2018, at 8:00 a.m. local time, at the Company’s headquarters located at 800 Chesapeake Drive, Redwood City, California 94063 for the following purposes:

 

1.

To elect two directors to hold office until the 2021 annual meeting of stockholders or until their successors are elected;

 

2.

To ratify the selection, by the audit committee of our Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the Company’s fiscal year ending December 31, 2018; and

 

3.

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement. Only stockholders who owned our common stock at the close of business on April 23, 2018 (the “Record Date”) can vote at this meeting or any adjournments that take place.

We have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, stockholders will not receive paper copies of our proxy materials, unless they specifically request them. We will send a Notice of Internet Availability of Proxy Materials on or about May 11, 2018 to our stockholders of record as of the close of business on the Record Date. We are also providing access to our proxy materials over the Internet beginning on or about April 27, 2018. Electronic delivery of our proxy materials will significantly reduce our printing and mailing costs, and the environmental impact of the proxy materials.

The Notice of Internet Availability of Proxy Materials contains instructions for accessing the proxy materials, including the Proxy Statement and our annual report, and provides information on how stockholders may obtain paper copies free of charge. The Notice of Internet Availability of Proxy Materials also provides the date, time and location of the Annual Meeting; the matters to be acted upon at the meeting and the recommendation from our Board of Directors with regard to each matter; and information on how to attend the meeting.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. You may vote on the Internet, by telephone or by completing and mailing a proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.

 


Our Board of Directors recommends that you vote FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm as described in Proposal No. 2 of the Proxy Statement.

 

By Order of the Board of Directors

 

 

John Lewicki, Ph.D.

President and Chief Executive Officer

 

Redwood City, California

April 27, 2018

 


TABLE OF CONTENTS

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 22, 2018

 

1

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

 

2

PROPOSAL NO. 1—Election of Directors

 

7

PROPOSAL NO. 2—Ratification of Selection of Independent Registered Public Accounting Firm

 

12

Principal Accountant Fees and Services

 

12

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

 

13

CORPORATE GOVERNANCE

 

14

Independence of the Board of Directors

 

14

Leadership Structure of the Board

 

14

Role of Board in Risk Oversight Process

 

15

Board Committees

 

15

Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

 

17

Stockholder Communications with the Board of Directors

 

18

Compensation Committee Interlocks and Insider Participation

 

18

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

19

DIRECTOR COMPENSATION

 

20

EXECUTIVE OFFICERS

 

22

EXECUTIVE COMPENSATION

 

22

Equity Compensation Plan Information

 

30

INFORMATION ABOUT STOCK OWNERSHIP

 

31

Security Ownership of Certain Beneficial Owners and Management

 

31

Section 16(a) Beneficial Ownership Reporting Compliance

 

34

ADDITIONAL INFORMATION

 

34

Householding of Proxy Materials

 

34

Other Matters

 

34

Annual Reports

 

35

 

 

 


 

ONCOMED PHARMACEUTICALS, INC.

800 Chesapeake Drive

Redwood City, California 94063

PROXY STATEMENT

FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 22, 2018

The Board of Directors (the “Board”) of OncoMed Pharmaceuticals, Inc. (referred to herein as the “Company”, “OncoMed”, “we”, “us” or “our”) is soliciting your proxy to vote at our 2018 Annual Meeting of Stockholders to be held on Friday, June 22, 2018, at 8:00 a.m. local time, at our headquarters located at 800 Chesapeake Drive, Redwood City, California 94063, and any adjournment or postponement of that meeting (the “Annual Meeting”). This Proxy Statement is dated as of April 27, 2018.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record as of April 23, 2018 (the “Record Date”), while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials, or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail or e-mail may be found in the Notice of Internet Availability of Proxy Materials and on the website referred to in the Notice of Internet Availability of Proxy Materials, including an option to request paper copies on an ongoing basis. On or about April 27, 2018, we are making this Proxy Statement available on the Internet. We are mailing the Notice of Internet Availability of Proxy Materials to all stockholders entitled to vote at the Annual Meeting on or about May 11, 2018. We intend to mail or e-mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested copies of such materials by mail or e-mail, within three business days of request.

The only outstanding voting securities of OncoMed are shares of common stock, $0.001 par value per share (the “common stock”), of which there were 38,431,086 shares issued and outstanding as of the Record Date. The holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required in order to hold the Annual Meeting.

The Company’s Annual Report on Form 10-K, which contains financial statements for fiscal year 2017 (the “Annual Report”), accompanies this Proxy Statement if you have requested and received a copy of the proxy materials in the mail. Stockholders that receive the Notice of Internet Availability of Proxy Materials can access this Proxy Statement and the Annual Report at the website referred to in the Notice of Internet Availability of Proxy Materials. The Annual Report and this Proxy Statement are also available on the “Financial Information” section on our investor relations website at http://www.oncomed.com/invest/financials.cfm and at the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov. You also may obtain a copy of OncoMed’s Annual Report, without charge, by writing to our Investor Relations department at the above address.

 

 

 

 


 

THE PROXY PROCESS AND STOCKHOLDER VOTING

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on April 23, 2018 (the “Record Date”), will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 38,431,086 shares of common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, Computershare Trust Company, N.A. (“Computershare”), then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy on the Internet or by telephone or by returning a proxy card if you request and receive one. Whether or not you plan to attend the Annual Meeting, to ensure your vote is counted we urge you to vote by proxy on the Internet as instructed in the Notice of Internet Availability of Proxy Materials, by telephone as instructed on the website referred to on the Notice of Internet Availability of Proxy Materials, or (if you request and receive a proxy card by mail or e-mail) by signing, dating and returning the proxy card sent to you or by following the instructions on such proxy card to vote on the Internet or by telephone.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a legal proxy from your broker or other agent who is the record holder of the shares, authorizing you to vote at the Annual Meeting.

What am I being asked to vote on?

You are being asked to vote on two proposals:

 

Proposal No. 1: the election of two Class II directors to hold office until our 2021 Annual Meeting of Stockholders; and

 

Proposal No. 2: the ratification of the selection, by the audit committee of our Board, of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How does the Board recommend I vote on the Proposals?

The Board recommends that you vote:

 

FOR each of the Class II director nominees; and

 

FOR ratification of Ernst & Young LLP as our independent registered public accounting firm.

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How do I vote?

 

For Proposal No. 1, you may either vote “For,” or “Withhold” your vote from, any of the nominees to the Board. If you “Withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Broker non-votes will have no effect on the election of the nominees.

 

For Proposal No. 2, you may either vote “For” or “Against” the proposal, or “Abstain” from voting. If you “Abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “Against” the proposal. Broker non-votes will have no effect on the vote for this proposal.

Please note that by casting your vote by proxy you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

The procedures for voting, depending on whether you are a stockholder of record or a beneficial owner, are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in any of the following manners:

 

To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

 

To vote over the Internet prior to the Annual Meeting, follow the instructions provided on the Notice of Internet Availability of Proxy Materials or on the proxy card that you request and receive by mail or e-mail. We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

 

To vote by telephone, call the toll free number found on the proxy card you request and receive by mail or e-mail or the toll free number that you can find on the website referred to on the Notice of Internet Availability of Proxy Materials.

 

To vote by mail, complete, sign and date the proxy card you request and receive by mail or e-mail and return it promptly. As long as your signed proxy card is received before the Annual Meeting, we will vote your shares as you direct.

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy by mail, Internet or telephone to ensure your vote is counted. The Internet and telephone voting facilities for eligible stockholders of record will close at 1:00 a.m. Eastern Time on June 22, 2018. Even if you have submitted your vote before the Annual Meeting, you may still attend the Annual Meeting and vote in person. In such case, your previously submitted proxy will be disregarded.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted, or follow such instructions to submit your vote by the Internet or telephone, if the instructions provide for Internet and telephone voting. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Who counts the votes?

Computershare has been engaged as our independent agent to tabulate stockholder votes (the “Inspector of Election”). If you are a stockholder of record, and you choose to vote over the Internet prior to the Annual Meeting or by telephone, Computershare will access and tabulate your vote electronically, and if you have requested and received proxy materials via mail or e-mail and choose to sign and mail your proxy card, your executed proxy card is returned directly to Computershare

3


 

for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in “street name”) returns one proxy card to Computershare on behalf of all its clients.

How are votes counted?

Votes will be counted by the Inspector of Election appointed for the Annual Meeting. For Proposal No. 1, the Inspector of Election will separately count “For” and “Withhold” votes and broker non-votes for each nominee. For Proposal No. 2, the Inspector of Election will separately count “For” and “Against” votes, abstentions and broker non-votes. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to follow the instructions provided by your broker to instruct your broker how to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. See below for more information regarding: “What are “broker non-votes”?” and “Which ballot measures are considered “routine” or “non-routine”?

What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or “non-routine”?

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018 (Proposal No. 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2. The election of directors (Proposal No. 1) is considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal No. 1.

How many votes are needed to approve the proposals?

With respect to Proposal No. 1, the election of directors, directors shall be elected by a plurality of the votes cast, which means that the two nominees receiving the most “For” votes (from the votes of shares present in person or represented by proxy and entitled to vote on the election of directors) will be elected. “Withhold” votes and broker non-votes will not be counted towards the vote total for this proposal.

With respect to Proposal No. 2, the affirmative vote of the majority of votes cast (meaning the number of shares voted “For” the proposal must exceed the number of shares “Against” such proposal) is required for approval. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the outcome of this proposal. Because Proposal No. 2 is considered a “routine” matter, no broker non-votes are expected in connection with this proposal.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

What if I return a Proxy Card but do not make specific choices?

If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the two nominees for director, and “For” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.

4


 

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or more than one set of printed materials?

If you receive more than one Notice of Internet Availability of Proxy Materials or more than one set of printed materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on each Notice of Internet Availability of Proxy Materials or proxy card you receive via mail or e-mail upon your request, which include voting over the Internet or telephone or signing and returning any of the proxy cards you request and receive.

Can I change my vote after submitting my proxy vote?

Yes. You can revoke your proxy vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy vote in any one of three ways:

 

You may submit a new vote on the Internet or by telephone or submit a properly completed proxy card bearing a date later than the date of the original proxy.

 

You may send a written notice, bearing a date later than the date of the original proxy, that you are revoking your proxy to OncoMed’s General Counsel at 800 Chesapeake Drive, Redwood City, California 94063.

 

You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held in “street name” by your broker, bank or other agent, you should follow the instructions provided by them to change your vote.

How will voting on any business not described in this Proxy Statement be conducted?

We are not aware of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other matter is properly presented at the Annual Meeting, your proxy will vote your shares in his or her discretion.

When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing and received at our executive offices at 800 Chesapeake Drive, Redwood City, California 94063 by December 28, 2018. If you wish to submit a proposal that is not to be included in our proxy materials for the next year’s annual meeting pursuant to the SEC’s shareholder proposal procedures or to nominate a director, your proposal must be submitted in writing to OncoMed’s Secretary and delivered to, or mailed and received at, our principal executive offices between February 22, 2019 and March 24, 2019; provided that if the date of next year’s annual meeting is more than 30 days before or more than 60 days after June 22, 2019, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting. On the Record Date, there were 38,431,086 shares issued and outstanding and entitled to

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vote. Accordingly, 19,215,544 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

If you are a stockholder of record, your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. If you are a beneficial owner of shares held in “street name,” your shares will be counted towards the quorum if your broker or nominee submits a proxy for your shares at the Annual Meeting, even if such proxy results in a broker non-vote due to the absence of voting instructions from you. Abstentions will also be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

Implications of being an “emerging growth company.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about the company’s executive compensation arrangements and no non-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Directions to Annual Meeting

To obtain directions to our Annual Meeting, which is to be held at our headquarters located at 800 Chesapeake Drive, Redwood City, California 94063, please visit http://www.oncomed.com/Contact.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.

The Board currently consists of nine seated directors, divided into the following three classes:

 

Class I directors: Michael S. Wyzga, Rick E Winningham and Perry A. Karsen, whose current terms will expire at the annual meeting of stockholders to be held in 2020;

 

Class II directors: John Lewicki, Ph.D., Laurence Lasky, Ph.D. and Denise Scots-Knight, Ph.D., whose current terms will expire at the Annual Meeting; and

 

Class III directors: Jack W. Lasersohn, J.D., Deepa R. Pakianathan, Ph.D. and Jonathan D. Root, M.D., whose current terms will expire at the annual meeting of stockholders to be held in 2019.

At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders.

Drs. Lewicki and Scots-Knight have been nominated for election at the Annual Meeting to serve as Class II directors. Each director to be elected will hold office from the date of his or her election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. Dr. Lasky will not be standing for reelection at the Annual Meeting and therefore he will no longer be serving as a director as of the end of the Annual Meeting. The Board has approved a decrease in the authorized number of directors on the board of directors to eight directors, so there will be no vacancy on the Board following the Annual Meeting and only two Class II directors will be up for election at the Annual Meeting.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

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The following table sets forth, for the Class II directors who are standing for election and for our other current directors who will continue in office after the Annual Meeting, information with respect to their position/office held with the Company and their ages as of April 23, 2018:

 

Name

 

Age

 

Position/Office Held With the Company

 

Director

Since

Class I Directors whose terms expire at the 2020 Annual Meeting of Stockholders

Perry A. Karsen(1)(3)(4)

 

63

 

Executive Chairman

 

2016

Rick E Winningham(2)(4)

 

58

 

Director

 

2015

Michael S. Wyzga(1)

 

63

 

Director

 

2013

 

 

 

 

 

 

 

Class II Directors whose terms expire at the Annual Meeting and who are standing for election at the Annual Meeting

John A. Lewicki, Ph.D.

 

66

 

Director, President and Chief Executive Officer

 

2018

Denise Scots-Knight, Ph.D.(2)(3)(4)

 

58

 

Director

 

2008

 

 

 

 

 

 

 

Class III Directors whose terms expire at the 2019 Annual Meeting of Stockholders

Jack W. Lasersohn, J.D.(3)(4)

 

65

 

Director

 

2005

Deepa R. Pakianathan, Ph.D.(1)(2)(4)

 

53

 

Director

 

2008

Jonathan D. Root, M.D.(2)

 

58

 

Director

 

2004

 

(1)

Member of the audit committee.

(2)

Member of the compensation committee.

(3)

Member of the nominating and corporate governance committee.

(4)

Member of the business development and strategy committee.

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting.

Nominees for Election to a Three-Year Term Expiring at the 2021 Annual Meeting of Stockholders

John A. Lewicki, Ph.D. has served as our Chief Executive Officer since March 2018 and as our President since January 2018. Dr. Lewicki previously served as a member of the Office of the President from September 2017 until January 2018, as our Executive Vice President, Research and Development from January 2016 until January 2018, as our Executive Vice President and Chief Scientific Officer from December 2009 until January 2016, and as our Senior Vice President, Research and Development from 2004 until December 2009. From 1983 to 2000, Dr. Lewicki served in various capacities at Scios, Inc., a publicly traded biopharmaceutical company that developed drugs for the treatment of cardiovascular, inflammatory and other diseases, including 12 years as its Vice President of Research, in which capacity he managed the company’s research organization across diverse therapeutic areas. Dr. Lewicki has authored or coauthored over 70 published papers and book chapters and is listed as an inventor on over 30 issued U.S. patents. Dr. Lewicki received a Ph.D. in Physiology/Pharmacology from the University of California, San Diego.

Dr. Lewicki has been chosen to serve on our board of directors due to his role as our President and Chief Executive Officer, his many years of experience in management positions at the Company and Scios, Inc., and his significant scientific expertise in biotechnology.

Denise Scots-Knight, Ph.D. has served as a director on our board of directors since October 2008. Since July 2015, Dr. Scots-Knight has served as Chief Executive Officer of Mereo BioPharma Group plc, a publicly traded UK based specialty biopharmaceutical company. From December 2010 until July 2015, Dr. Scots-Knight served as Chief Executive Officer and Managing Partner at Phase4 Partners, a venture capital firm that manages a fund on behalf of Harbourvest Partners. From April 2004 to December 2010, Dr. Scots-Knight was head of Nomura Phase4 Ventures, a venture capital affiliate of Nomura International plc, a leading Japanese financial institution. From January 1999 to March 2004, Dr. Scots-Knight served as head of Healthcare Private Equity at Nomura International plc. Dr. Scots-Knight previously served on the board of directors

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of Albireo Pharma Inc., a publicly-traded biotechnology company, where she also served as chair of the remuneration committee from 2008 until 2017. Dr. Scots-Knight previously served on the board of directors of Idenix Pharmaceuticals, Inc., a publicly traded biotechnology company, where she also served as a member of the audit committee and chair of the nominating and corporate governance committee, from 2003 to August 2014, when the company was acquired by Merck. Dr. Scots-Knight also previously served as the Chair of the board of directors of Nabriva Therapeutics AG, a publicly traded biotechnology company, where she also served as the Chair of the nominating and governance committee and a member of the audit and compensation committees, from 2007 until August 2016. Dr. Scots-Knight received a B.Sc. (Hons) and a Ph.D. from the University of Birmingham in England.

Dr. Scots-Knight has been chosen to serve on our board of directors due to her senior management experience in health care as well her experience as a venture capital investor in, and director of, several biotechnology companies, including her experience on the audit committee and the nominating and corporate governance committee of Idenix Pharmaceuticals, Inc.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION
OF EACH CLASS II NOMINEE NAMED ABOVE

Directors Continuing in Office Until the 2019 Annual Meeting of Stockholders

Jack W. Lasersohn, J.D. has served as a director on our board of directors since July 2005 and served as Lead Director from August 2013 until January 2018. Since 1989, Mr. Lasersohn has been a General Partner or Manager of The Vertical Group, a private venture capital firm that is focused on the fields of medical technology and biotechnology. Prior to that time, Mr. Lasersohn was a Vice President and then Director of the venture capital division of F. Eberstadt & Co., Inc., an investment bank and The Vertical Group’s predecessor. Mr. Lasersohn has served on the board of directors of over 25 publicly traded and privately held medical or biotechnology companies and served on the Executive Committee of the Board of the National Venture Capital Association until April 2012. From 1995 until May 2016, Mr. Lasersohn served on the board of directors of the Masimo Corporation, a publicly traded medical technology company that develops noninvasive patient monitoring products, where he also served as a member of its compensation committee and as chairman of its nominating and corporate governance committee. Mr. Lasersohn served on the strategic team of the Entrepreneur In Residence program at the U.S. Food and Drug Administration pursuant to an appointment by the Office of the President, and has served as a panel member of the MEDCAC Panel pursuant to appointment by CMS. Mr. Lasersohn received a B.S. in Physics from Tufts University, an M.A. from The Fletcher School of Law and Diplomacy, and a J.D. from the Yale Law School.

Mr. Lasersohn has been chosen to serve on our board of directors due to his long experience as a venture capital investor and as a member of the boards of directors of multiple public and private medical device and biotechnology companies.

Deepa R. Pakianathan, Ph.D. has served as a director on our board of directors since December 2008. Since 2001, Dr. Pakianathan has been a Managing Member at Delphi Ventures, a venture capital firm focused on biotechnology and medical device investments, and leads the firm’s biotechnology investment activities. From 1998 to 2001, Dr. Pakianathan was a senior biotechnology banker at JPMorgan, a global investment bank, from 1997 to 1998, she was a research analyst covering biotech at Genesis Merchant Group and from 1993 to 1997 she was a post-doctoral research scientist at Genentech. Dr. Pakianathan serves on the boards of directors of Alder Biopharmaceuticals, Inc., a publicly traded biopharmaceutical company, where she serves as a member of its compensation committee, Karyopharm Therapeutics, Inc., a publicly traded biopharmaceutical company, where she serves as a member of its audit and compensation committees, and Calithera Biosciences, Inc., a publicly traded biopharmaceutical company, where she serves as a member of its audit and nominating and governance committees. From 2004 to 2016, Dr. Pakianathan served on the board of directors of Alexza Pharmaceuticals, Inc., from 2009 to February 2013, Dr. Pakianathan served on the board of directors of PTC Therapeutics, Inc., and from 2007 to 2012, Dr. Pakianathan served on the board of directors of Relypsa, Inc., each a publicly traded biopharmaceutical company. Dr. Pakianathan received a B.Sc. from the University of Bombay, India, a M.Sc. from The Cancer Research Institute at the University of Bombay, India, and an M.S. and Ph.D. from Wake Forest University.

Dr. Pakianathan has been chosen to serve on our board of directors due to her experience as a venture capital investor in, and director of, multiple biotechnology companies, as well as her experience as a biotechnology investment banker, research analyst and research scientist.

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Jonathan D. Root, M.D. has served as a director on our board of directors since August 2004. Since 1998, Dr. Root has been a Managing Member at U.S. Venture Partners, a venture capital firm. Prior to joining U.S. Venture Partners, Dr. Root was on the faculty and clinical staff at The New York Hospital-Cornell Medical Center in New York City, where he served as Assistant Professor of Neurology and Director of the Neurology-Neurosurgery Special Care Unit. Dr. Root currently serves on the boards of directors of several privately held healthcare technology companies. Dr. Root received an A.B. in Economics from Dartmouth College, an M.D. from the University of Florida College of Medicine and an M.B.A. from Columbia University.

Dr. Root has been chosen to serve on our board of directors due to his medical expertise and his clinical experience, and his experience as a venture capital investor in, and director of, multiple biotechnology companies.

Directors Continuing in Office Until the 2020 Annual Meeting of Stockholders

Perry A. Karsen has served as a director on our board of directors since January 2016 and as Executive Chairman of the board of directors since January 2018. Mr. Karsen was the Chief Executive Officer of Celgene Cellular Therapeutics from May 2013 until his retirement from Celgene Corporation at the end of 2015. Mr. Karsen held the position of Executive Vice President and Chief Operations Officer at Celgene Corporation from July 2010 to May 2013 and he served as Senior Vice President and Head of Worldwide Business Development at Celgene and President of Asia/Pacific Region, from May 2004 until February 2009. Mr. Karsen was the President and Chief Executive Officer of Pearl Therapeutics, a privately held biotechnology company subsequently acquired by AstraZeneca, from February 2009 until July 2010. In addition, Mr. Karsen held executive positions at Human Genome Sciences, Bristol-Myers Squibb, Genentech and Abbott Laboratories earlier in his career. He also was a General Partner at Pequot Ventures from 2000 to 2003, focusing on investments in biotechnology and medical devices. Mr. Karsen currently serves on the Board of Directors of Agios Pharmaceuticals, Alliqua Biomedical, Jounce Therapeutics, and Voyager Therapeutics, as well as The Gladstone Foundation and The Sonoma Land Trust. He is a past member of the Board of Directors and the Executive Committee of the Biotechnology Industry Organization (BIO) and the Board of Directors of the Alliance for Regenerative Medicine (ARM). Mr. Karsen received a B.S. in Biological Sciences from the University of Illinois, Urbana, a Master of Arts in Teaching Biology from Duke University, and an MBA from the Kellogg School of Management at Northwestern University.

Mr. Karsen has been chosen to serve on our board of directors due to his senior management experience at biopharmaceutical and biotechnology companies and his current and past experience on boards of directors of multiple public and private biotechnology, pharmaceutical and medical device companies.

Rick E Winningham has served as a director on our board of directors since June 2015. Mr. Winningham serves as Chief Executive Officer and Chairman of the board of directors of Theravance Biopharma. From 2001-2014 he served as Chief Executive Officer of Theravance, Inc., during which time the company formed a transformational alliance with GlaxoSmithKline, completed a successful initial public offering, and advanced a number of products to commercialization before separating into two independent publicly traded companies, Theravance, Inc. (now called Innoviva, Inc.) and Theravance Biopharma. Prior to joining Theravance, Inc., Mr. Winningham served as President, Bristol-Myers Squibb (BMS) Oncology/Immunology/Oncology Therapeutics Network (OTN) from 1997 to 2001, and also as President of Global Marketing from 2000 to 2001.  In addition to operating responsibility for U.S. Oncology/Immunology/OTN, Mr. Winningham had full responsibility for Global Marketing in the Cardiovascular, Infectious Disease, Immunology, Oncology/Metabolics and GU/GI/Neuroscience therapeutic areas.  Over a fifteen-year period with BMS and its predecessor, Bristol-Myers, Mr. Winningham held various U.S. and global management positions. During his tenure with BMS, he was associated with the development and commercialization of several major pharmaceutical products, such as Taxol®, Paraplatin®, Zerit®, Videx®, Reyataz®, and Abilify®. Mr. Winningham is a member of the Board of Directors of Jazz Pharmaceuticals PLC, a member of the California Life Sciences Association and a member of the Board of Directors of the Biotechnology Innovation Organization (BIO). He holds an M.B.A. from Texas Christian University and a B.S. from Southern Illinois University.

Mr. Winningham has been chosen to serve on our board of directors due to his senior management experience at biopharmaceutical and biotechnology companies and his experience as a member of the boards of directors of multiple public biopharmaceutical companies.

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Michael S. Wyzga has served as a director on our board of directors since October 2013. Mr. Wyzga currently serves as a Chief Financial Officer (Consultant) of Aura Biosciences, Inc. From December 2011 until November 2013, Mr. Wyzga served as President and Chief Executive Officer and a member of the board of directors of Radius Health, Inc., a publicly traded biopharmaceutical company. Prior to that, Mr. Wyzga served in various senior management positions at Genzyme Corporation, a publicly traded global biotechnology company. Mr. Wyzga joined Genzyme in February 1998 and most recently served as Executive Vice President, Finance from May 2003 until November 2011 and as chief financial officer from July 1999 until November 2011. Since February 2014, Mr. Wyzga has served as a member of the board of directors of Akebia Therapeutics, Inc., a publicly traded biopharmaceutical company, where he is also a member of the compensation committee and chair of the audit committee. Since February 2015, Mr. Wyzga has also served as a member of the board of directors of Exact Sciences Corporation, a publicly traded medical technology company, where he is also a member of the audit and compensation committees. Since February 2016, Mr. Wyzga has also served as Chairman of the board of directors of GenSight Biologics S.A., a publicly traded biopharmaceutical company. Since 2010, Mr. Wyzga has also served as a member of the board of directors of Dohman Co., a privately-held life sciences information technology and outsourcing company. Mr. Wyzga also previously served as a member of the board of directors of Idenix Pharmaceuticals, Inc., a publicly traded biotechnology company that was acquired by Merck in August 2014, where he also served as the chair of the audit committee and a member of the compensation committee, and Altus Pharmaceuticals, Inc., a publicly traded biopharmaceutical company that ceased operations in November 2009, and as a member of the Supervisory Board of Prosensa Holding B.V., a publicly traded biopharmaceutical company, from June 2014 until the Prosensa acquisition by BioMarin Falcon B.V. in December 2014. He received an M.B.A. from Providence College and a B.S. from Suffolk University.

Mr. Wyzga has been chosen to serve on our board of directors due to his senior management experience at biopharmaceutical and biotechnology companies, his current and past experience on boards of directors of public companies, including his experience as chair of the audit committee at Idenix Pharmaceuticals and Akebia Therapeutics, and his financial expertise.

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PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our Board has engaged Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018, and is seeking ratification of such selection by our stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements since the year ended December 31, 2004. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the audit committee is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Principal Accountant Fees and Services

The following table provides information regarding the fees incurred to Ernst & Young LLP for services rendered during the years ended December 31, 2017 and 2016, based on aggregate fees billed and estimated to be billed. All fees described below were approved by the audit committee.

 

 

 

Year Ended

December 31,

 

 

 

2017

 

 

2016

 

Audit Fees(1)

 

$

752,328

 

 

$

940,939

 

Audit-Related Fees

 

 

 

 

 

 

Tax Fees(2)

 

 

12,500

 

 

 

5,000

 

All Other Fees

 

 

1,995

 

 

 

1,930

 

Total Fees

 

$

766,823

 

 

$

947,869

 

 

(1)

Audit Fees of Ernst & Young LLP for 2017 and 2016 were for professional services rendered for the audits of our financial statements, including accounting consultation; in connection with sales of our common stock in an underwritten public offering that closed on August 23, 2016 and in at-the-market offerings, each pursuant to our shelf registration statement on Form S-3 filed on June 12, 2015; and for reviews of quarterly financial statements.

(2)

Tax Fees of Ernst & Young LLP for 2017 and 2016 were for professional services rendered for tax compliance, tax advice and tax planning.

Pre-Approval Policies and Procedures

Before an independent registered public accounting firm is engaged by the Company to render audit or non-audit services, our audit committee must review the terms of the proposed engagement and pre-approve the engagement. The audit committee may delegate authority to one or more of the members of the audit committee to provide such pre-approvals for audit or non-audit services, provided that such person or persons report such pre-approvals to the full audit committee at its next scheduled meeting. Audit committee pre-approval of non-audit services (other than review and attest services) are not required if such services fall within available exceptions established by the SEC.

The audit committee pre-approved all audit, audit-related, tax and other services provided by Ernst & Young LLP for 2017 and 2016 and the estimated costs of those services. Actual amounts billed, to the extent in excess of the estimated amounts, were periodically reviewed and approved by the audit committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 2.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of OncoMed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the audit committee is to oversee our financial reporting processes on behalf of our Board. The audit committee’s functions are more fully described in its charter, which is available at OncoMed’s investor relations website at http://www.oncomed.com/invest/governance.cfm. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management OncoMed’s audited financial statements as of and for the year ended December 31, 2017.

The audit committee has discussed with Ernst & Young LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standards No. 1301, “Communications with Audit Committees.” In addition, the audit committee discussed with Ernst & Young LLP their independence, and received from Ernst & Young LLP the written disclosures and the letter required by Ethics and Independence Rule 3526 of the PCAOB. Finally, the audit committee discussed with Ernst & Young LLP, with and without management present, the scope and results of Ernst & Young LLP’s audit of such financial statements.

Based on these reviews and discussions, the audit committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2017 for filing with the SEC. The audit committee also has engaged Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 and is seeking ratification of such selection by the stockholders.

Audit Committee

Michael S. Wyzga, Chairman

Perry A. Karsen

Deepa R. Pakianathan, Ph.D.

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CORPORATE GOVERNANCE

Independence of the Board of Directors

As required under Nasdaq rules and regulations, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the Board. The Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, our Board has determined that all of our current directors, other than Dr. Lewicki, qualify as “independent” directors in accordance with the Nasdaq listing requirements. Dr. Lewicki is not considered independent because he is an employee of OncoMed. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board considered information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

As required under Nasdaq rules and regulations, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. All of the committees of our Board are comprised entirely of directors determined by the Board to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.

Leadership Structure of the Board

From August 2013 until January 1, 2018, Mr. Hastings served as both Chairman of the Board and as Chief Executive Officer and President. In his position as Chief Executive Officer and President, Mr. Hastings had primary responsibility for the day-to-day operations of the Company and provided consistent leadership of the Company’s key strategic objectives. In his role as Chairman of the Board, he set the strategic priorities for the Board, presided over its meetings and communicated its strategic findings and guidance to the other members of senior management. The Board believed that the combination of these two roles provides more consistent communication and coordination throughout the organization, which results in a more effective and efficient implementation of corporate strategy. The Board further believed that this combination was important in unifying the Company’s strategy behind a single vision. In addition, we found that our Chief Executive Officer was the most knowledgeable member of the Board regarding risks the Company may face and, in his role as Chairman, was able to facilitate the Board’s oversight of such risks.

On September 18, 2017, Mr. Hastings began a personal leave of absence for medical reasons and the Board created an Office of the President, whose members would provide overall leadership of the Company during Mr. Hastings’ leave of absence. The Board initially appointed John Lewicki, Ph.D., then our Executive Vice President, Research and Development, and Sunil Patel, then our Executive Vice President and Chief Financial Officer, to serve as members of the Office of the President. The Board also formed a special committee of the Board, consisting of Dr. Pakianathan and Messrs. Lasersohn, Karsen, and Winningham, to work with the Office of the President during Mr. Hastings’ leave of absence. On January 28, 2018, Mr. Patel announced his intention to resign from the Company, effective March 9, 2018, and on January 31, 2018, the Board appointed Dr. Lewicki as the Company’s President and eliminated the Office of the President and the associated special committee of the Board.

On January 1, 2018, Mr. Hastings resigned from the Company. On January 3, 2018, the Board appointed Mr. Karsen as Chairman of the Board, effective immediately, and subsequently appointed Mr. Karsen as Executive Chairman, effective January 3, 2018. On March 16, 2018, the Board appointed Dr. Lewicki as President and Chief Executive Officer of the Company and also appointed him to the Board as a director. In light of these appointments, our Board re-evaluated our leadership structure and determined to separate the positions of Executive Chairman of the Board and Chief Executive Officer. Our Board concluded that this leadership structure is appropriate at this time to maintain continuity of corporate strategy and oversight of the risks facing the Company as Dr. Lewicki transitions to his new role as President and Chief Executive Officer.

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Mr. Lasersohn, an independent director and chairman of our nominating and corporate governance committee, served as Lead Director from August 2013 until Mr. Karsen’s appointment as Chairman of the Board on January 3, 2018. Mr. Lasersohn’s duties as Lead Director included the following when appropriate: (i) collaborating with the Chairman of the Board to schedule meetings and, together with the input of the independent directors, setting meeting agendas; (ii) presiding as the chair at executive sessions of independent directors; (iii) serving as the principal liaison between the Chairman of the Board and independent directors on issues related to the Board; (iv) briefing the Chairman of the Board on issues arising in the executive sessions of the Board and, where necessary, serving as a non-executive conduit to the Chairman of the Board of the views, concerns and issues of the independent directors that may arise outside of Board meetings; (v) participating actively in corporate governance; (vi) calling meetings of independent directors or requesting the Chairman of the Board to call meetings of the independent directors as necessary; (vii) being available, upon specific request of the Chief Executive Officer, for consultation and communication with stockholders of the Company; and (viii) performing such other duties as the Board, from time to time, delegated.

Our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Our bylaws and corporate governance guidelines provide our Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and/or the implementation of a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. Our Board has concluded that our current leadership structure is appropriate at this time.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related party transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:

 

appoints our independent registered public accounting firm;

 

evaluates the independent registered public accounting firm’s qualifications, independence and performance;

 

determines the engagement of the independent registered public accounting firm;

 

reviews and approves the scope of the annual audit and the audit fee;

 

discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

 

approves the retention of the independent registered public accounting firm to perform any proposed permissible audit and non-audit services;

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monitors the rotation of partners of the independent registered public accounting firm on our engagement team as required by law;

 

is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

 

reviews our critical accounting policies and estimates;

 

reviews related party transactions; and

 

annually reviews the audit committee charter and the committee’s performance.

During 2017, the members of our audit committee were Messrs. Wyzga and Karsen and Dr. Pakianathan, with Mr. Wyzga serving as the chairperson. Each member of our audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that Mr. Wyzga is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Our Board has determined that each of Messrs. Wyzga and Karsen and Dr. Pakianathan are independent under the applicable rules of Nasdaq and under the applicable rules of the SEC. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the audit committee charter is available to security holders at http://www.oncomed.com/invest/governance.cfm.

Compensation Committee

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and sets the compensation of these officers, other than the Chief Executive Officer, based on such evaluations. The Board retains the authority to determine and approve, upon the recommendation of the compensation committee, the compensation of the Chief Executive Officer, unless such authority has been delegated to the compensation committee. Our executive officers submit proposals to the Board regarding our executive and director compensation. The compensation committee also approves grants of stock options and other awards under our stock plans. The compensation committee will review and evaluate, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. During 2017, the members of our compensation committee were Mr. Winningham and Drs. Pakianathan, Scots-Knight and Root, with Mr. Winningham serving as the chairperson. No current member of our compensation committee has at any time been one of our officers or employees. Each current member of our compensation committee is an independent, outside and non-employee director under the applicable rules and regulations of the SEC, Nasdaq and the Internal Revenue Code of 1986, as amended, relating to compensation committee independence. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. A copy of the compensation committee charter is available to security holders at http://www.oncomed.com/invest/governance.cfm.

In 2017, the compensation committee retained Radford, a national executive compensation consulting firm, to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis, to provide the committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, Radford addressed each of the six independence factors established by the SEC with the compensation committee. Its responses affirmed the independence of Radford on executive compensation matters. Based on this assessment, the compensation committee determined that the engagement of Radford does not raise any conflicts of interest or similar concerns. The compensation committee also evaluated the independence of other outside advisors to the compensation committee, including outside legal counsel, considering the same independence factors and concluded their work for the compensation committee does not raise any conflicts of interest.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our

16


 

Board concerning governance matters. During 2017, the members of our nominating and corporate governance committee were Drs. Lasky and Scots-Knight and Messrs. Lasersohn and Karsen, with Mr. Lasersohn serving as the chairperson of the committee. Each current member of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter. A copy of the nominating and corporate governance committee charter is available to security holders at http://www.oncomed.com/invest/governance.cfm.

In recommending candidates for election to the Board, the independent members of the nominating and corporate governance committee may consider the following criteria, among others: diversity of personal and professional background, perspective and experience; personal and professional integrity, ethics and values; experience in corporate management, operations or finance, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment; experience relevant to the Company’s industry and with relevant social policy concerns; experience as a board member of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; practical and mature business judgment, including ability to make independent analytical inquiries; promotion of a diversity of business or career experience relevant to the success of the Company. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

The nominating and corporate governance committee will consider director candidates recommended by stockholders. For a stockholder to make any recommendation or nomination for election to the Board at an annual meeting, the stockholder must provide notice to the Company, which notice must be delivered to, or mailed and received at, the Company’s principal executive offices not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times, and in the forms, required under our bylaws. As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act of 1934, as amended (the “Exchange Act”), information regarding the proposed nominee’s indirect and direct interests in shares of the Company’s common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our General Counsel, at 800 Chesapeake Drive, Redwood City, California 94063.

Business Development and Strategy Committee

On March 1, 2018, the Board designated a special business development and strategy committee of the Board. The business development and strategy committee is responsible for identifying, reviewing, evaluating, and negotiating strategic transactions and other business development opportunities consistent with the Company’s corporate strategy. The business development and strategy committee will recommend appropriate strategic transactions and other business development opportunities to the Board. Entry into any such strategic transaction or other business development opportunity will require the review and approval of the Board. The members of our business development and strategy committee are Drs. Pakianathan and Scots-Knight and Messrs. Karsen, Lasersohn, and Winningham, with Dr. Pakianathan serving as the chairperson of the committee.

Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

During 2017, our Board met twenty-three times, the audit committee met six times, the compensation committee met four times and the nominating and corporate governance committee met two times. During 2017, each Board member except for Mr. Hastings attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he or she served, which occurred while such director was a member of the Board and such committees. We encourage all of our directors and nominees for director to attend our annual meetings of stockholders; however, attendance is not mandatory.

17


 

Four of the Company’s ten then-serving board members attended our 2017 annual meeting of stockholders, either in person or by teleconference.

Stockholder Communications with the Board of Directors

Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of our General Counsel, at 800 Chesapeake Drive, Redwood City, California 94063. The General Counsel will forward the communication to the Board members.

Compensation Committee Interlocks and Insider Participation

During 2017, our compensation committee consisted of Mr. Winningham and Drs. Pakianathan, Scots-Knight and Root. No such member of our compensation committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers on our Board or compensation committee.  

18


 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions and series of similar transactions, since January 1, 2017, to which we were a party or will be a party, in which:

 

the amounts involved exceeded or will exceed $120,000; and

 

any of our directors, executive officers or holders of more than 5% of our common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Relationship with GSK

In December 2007, we entered into a collaboration agreement with GlaxoSmithKline LLC (formerly SmithKline Beecham Corporation) (“GSK”). In July 2011 and July 2012, we amended this collaboration agreement. GSK acquired its equity interest in the Company in part concurrent with its entry into the collaboration agreement and in part in connection with a subsequent financing in 2008. As of April 23, 2018, GSK beneficially owns 6.78% of our issued and outstanding common stock. Pursuant to the collaboration, in 2017 we recognized $150,000 due to the amortization of upfront payments received under the collaboration agreement and $3,000 for the reimbursement of research and development costs for services performed in 2017. Effective October 28, 2017, GSK terminated the collaboration agreement in its entirety.

Relationship with Celgene

In December 2013, we entered into a collaboration agreement with Celgene Corporation (“Celgene”). Celgene acquired its equity interest in the Company in part concurrent with its entry into the collaboration agreement and in part in connection with an underwritten public offering of shares of our common stock in 2016. As of April 23, 2018, Celgene beneficially owns 7.73% of our issued and outstanding common stock. Pursuant to the collaboration, in 2017 we recognized $0.4 million for the reimbursement of research and development costs for services performed in 2017. See “Business—Key Collaboration and License Agreements—Strategic Alliance with Celgene” in the Annual Report for additional information about this collaboration, including potential future milestone payments, contingent consideration and royalties we may receive from Celgene, and potential profit-sharing arrangements with Celgene that may arise, under the collaboration.

Director and Officer Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

Policies and Procedures for Related Party Transactions

Our Board has adopted a written related party transaction policy setting forth the policies and procedures for the review and approval or ratification of related party transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related party had, has or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related party or entities in which the related party has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related party. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related party’s interest in the transaction.

19


 

DIRECTOR COMPENSATION

We have adopted a non-employee director compensation policy, which was last amended on March 1, 2018. We do not provide directors who are our employees with additional compensation for their service as directors.

Under our non-employee director compensation policy, each non-employee director receives an annual retainer of $40,000. Non-employee directors receive additional annual retainers of $10,000 for serving on the audit committee (or $15,000 for serving as the chair of the audit committee), $7,000 for serving on the compensation committee (or $10,000 for serving as the chair of the compensation committee), $5,000 for serving on the nominating and corporate governance committee (or $8,000 for serving as the chair of the nominating and corporate governance committee), and $10,000 for serving on the business development and strategy committee (or $15,000 for serving as the chair of the business development and strategy committee). In addition, for fiscal year 2017, Dr. Lasky received an annual retainer of $7,000 for assuming certain additional responsibilities relating to our scientific strategy and Mr. Karsen received an annual retainer of $7,000 for assuming certain additional responsibilities relating to our business development strategy, in each case as requested by the Board. Retainers are paid to our non-employee directors quarterly in arrears and are pro-rated for any partial quarter of service. Each non-employee director is granted an annual option under our 2013 Equity Incentive Award Plan (or the “2013 Plan”) to purchase 15,000 shares of our common stock on the date of each annual meeting of stockholders, and such option will vest as to 100% of the shares subject thereto upon the earlier of one year following the grant date or the date of the subsequent year’s annual meeting of stockholders, subject to the director’s continued service to OncoMed through the vesting date. In addition, upon a director’s initial appointment or election to our Board, he or she is granted an option under our 2013 Plan to purchase that number of shares equal to 0.1% of our then-outstanding capital stock, and the option vests in three equal annual installments, subject to the director’s continued service to OncoMed through the applicable vesting date. The policy also provides that upon a “Change in Control” of OncoMed (as defined in our 2013 Plan), all outstanding equity awards granted under the 2013 Plan or any other equity incentive plan maintained by OncoMed that are held by a non-employee director will become fully vested and/or exercisable. Members of our board of directors are also reimbursed for reasonable travel and other out-of-pocket expenses.

In addition, in February 2018 the Board approved compensation to Mr. Karsen in connection with his appointment as Executive Chairman, effective January 3, 2018, in addition to his existing compensation under our non-employee director compensation policy, consisting of a monthly retainer of $25,000 (or $30,000 for any month in which Mr. Karsen provides more than 85 hours of service). In connection with this appointment, Mr. Karsen was also granted an option to purchase 120,000 shares of our common stock at an exercise price of $2.29 per share and 48,000 restricted stock units (“RSUs”), in each case vesting monthly over six months from January 3, 2018, subject to Mr. Karsen’s continued service as Executive Chairman through each vesting date, as well as 22,500 RSUs, which were fully vested at grant.

The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2017.

 

Name

 

Fees

Earned

or Paid

in Cash ($)

 

 

Option

Awards(1)(2)($)

 

 

Total ($)

 

Elisha P. (“Terry”) Gould III(3)

 

 

16,813

 

 

 

 

 

 

16,813

 

Perry A. Karsen

 

 

62,000

 

 

 

49,500

 

 

 

111,500

 

Jack W. Lasersohn, J.D.

 

 

48,000

 

 

 

49,500

 

 

 

97,500

 

Laurence Lasky, Ph.D.

 

 

52,000

 

 

 

49,500

 

 

 

101,500

 

Deepa R. Pakianathan, Ph.D.

 

 

57,000

 

 

 

49,500

 

 

 

106,500

 

Jonathan D. Root, M.D.

 

 

47,000

 

 

 

49,500

 

 

 

96,500

 

Denise Scots-Knight, Ph.D.

 

 

52,000

 

 

 

49,500

 

 

 

101,500

 

Rick E Winningham

 

 

50,000

 

 

 

49,500

 

 

 

99,500

 

Michael S. Wyzga

 

 

55,000

 

 

 

49,500

 

 

 

104,500

 

 

(1)

Amount reflects the aggregate grant date fair value of options granted during 2017 computed in accordance with ASC Topic 718, as used by analogy for non-employees. The assumptions used in the valuation of these awards are set forth

20


 

in Note 11 to our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2017.

(2)

As of December 31, 2017, the following options held by our non-employee directors were outstanding:

 

Name

 

Shares Subject to

Outstanding

Options

Elisha P. (“Terry”) Gould III

 

Perry A. Karsen

 

60,189

Jack W. Lasersohn, J.D.

 

60,000

Laurence Lasky, Ph.D.

 

70,000

Deepa R. Pakianathan, Ph.D.

 

60,000

Jonathan D. Root, M.D.

 

60,000

Denise Scots-Knight, Ph.D.

 

60,000

Rick E Winningham

 

60,000

Michael S. Wyzga

 

87,853

(3)

Mr. Gould did not stand for reelection as a member of our Board of Directors at the 2017 annual meeting of stockholders. As a result, he ceased serving as a non-employee director in June 2017.

 

 

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EXECUTIVE OFFICERS

The following is biographical information for our executive officers, including their ages, as of April 23, 2018.

 

Name

  

Age

 

Position(s)

John A. Lewicki, Ph.D.

  

66

  

President and Chief Executive Officer

Austin Gurney, Ph.D.

  

54

  

Chief Scientific Officer, Senior Vice President, Research

Alicia J. Hager, J.D., Ph.D.

  

48

  

Senior Vice President and General Counsel

Robert Stagg, Pharm.D.

 

59

 

Senior Vice President, Clinical Research and Development

Yvonne Li

 

58

 

Vice President, Finance, Controller and Administration

 

John A. Lewicki, Ph.D. has served as our President and Chief Executive Officer and as a director on our board of directors since March 2018. Please see Dr. Lewicki’s biography set forth above in the section entitled “Proposal No. 1—Election of Directors.”

Austin Gurney, Ph.D. has served as our Chief Scientific Officer, Senior Vice President, Research since June 2017, and previously served as our Senior Vice President, Molecular and Cellular Biology and co-Chief Scientific Officer from January 2016, our Senior Vice President, Molecular and Cellular Biology from December 2009, and Vice President of Molecular and Cellular Biology from 2004. Prior to that time, Dr. Gurney worked at Genentech, Inc., where his research contributed to the discovery of numerous growth factors and cytokines. Dr. Gurney has authored or co-authored more than 60 published scientific papers and is listed as an inventor on over 600 patents related to therapeutic applications in immunology and cancer. Dr. Gurney received a B.S. in Biology from Rensselaer Polytechnic Institute and a Ph.D. in Molecular and Cellular Biology from the Case Western Reserve University School of Medicine.

Alicia J. Hager, J.D., Ph.D. has served as our Senior Vice President and General Counsel since January 2017, and previously served as our Vice President and General Counsel from December 2012, our Vice President, Legal Affairs from July 2010 and our Chief Patent Counsel from November 2008. From June 2008 to October 2008, Dr. Hager served as our Senior Patent Counsel. From October 2002 to May 2008, Dr. Hager was an associate at the law firm of Morrison & Foerster LLP, where she served as intellectual property counsel for biotech and pharmaceutical clients. Prior to Morrison & Foerster LLP, Dr. Hager was a patent agent at the law firm of Heller Ehrman White & McAuliffe LLP. Dr. Hager received an A.B. in Chemistry from Occidental College, an A.M. and Ph.D. in Chemistry from Harvard University and a J.D. from Stanford Law School.

Robert Stagg, Pharm.D. has served as our Senior Vice President, Clinical Research and Development since December 2016. In addition, he previously served as our Vice President of Clinical Research from January 2009 to December 2016, and prior to that as our Vice President of Clinical Research and Regulatory from September 2007 to January 2009. Prior to joining OncoMed, Dr. Stagg served as Vice President of Regulatory and Drug Safety at PDL BioPharma, and he previously served in a variety of clinical research capacities at various pharmaceutical and biotechnology companies. Dr. Stagg received his Pharm.D. from the University of the Pacific and he subsequently did his residency and Oncology fellowship at the University of California, San Francisco (UCSF). Subsequently, he joined the faculty at UCSF where he was an Assistant Clinical Professor from July 1983 to January 1991. While at UCSF his primary focus was oncology clinical research.

Yvonne Li has served as our Vice President, Finance, Controller and Administration since March 2014, and previously served as our Vice President, Controller from December 2012, our Senior Director, Controller from January 2010, and our Director, Controller from April 2007. Prior to joining OncoMed, Ms. Li served as Director of Accounting at Anita Borg Institute and held various positions at Actel Corporation. Ms. Li received a Master of Business Administration with a concentration in Finance from San Francisco State University. Ms. Li is a member of the American Institute of Certified Public Accountants.

EXECUTIVE COMPENSATION

The following is a discussion and analysis of compensation arrangements of our named executive officers (“NEOs”). As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and

22


 

Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.

Our NEOs for fiscal year 2017 were as follows:

 

John A. Lewicki, Ph.D., President and Chief Executive Officer;

 

Paul Hastings, former Chairman, Chief Executive Officer and President;

 

Sunil Patel, former Executive Vice President and Chief Financial Officer;

 

Austin Gurney, Ph.D., Chief Scientific Officer, Senior Vice President, Research; and

 

Alicia Hager, J.D., Ph.D., Senior Vice President and General Counsel.

Mr. Hastings resigned from OncoMed as of January 1, 2018 and Mr. Patel resigned from OncoMed as of March 9, 2018. Dr. Lewicki was appointed as our President and Chief Executive Officer as of March 16, 2018, and prior to such time he served as our Executive Vice President, Research and Development.  During fiscal year 2017, both Dr. Lewicki and Mr. Patel served as co-principal executive officers of the Company when Mr. Hastings commenced a medical leave of absence in September 2017.

2017 Summary Compensation Table

The following table sets forth total compensation paid to our NEOs, who are comprised of (1) the three individuals who served as our principal executive officer in fiscal year 2017, and (2) our next two highest compensated executive officers during the year ended December 31, 2017, other than the principal executive officers.

 

NAME AND PRINCIPAL

POSITION

 

YEAR

 

SALARY

($)

 

 

STOCK

AWARDS

($)(1)

 

 

OPTION

AWARDS

($)(1)

 

 

NON-EQUITY

INCENTIVE

PLAN

COMPENSATION

($)(2)

 

 

TOTAL

($)

 

John A. Lewicki, Ph.D.,

 

2017

 

 

419,777

 

 

 

192,925

 

 

 

967,675

 

 

 

167,911

 

 

 

1,748,288

 

President and Chief Executive Officer

 

2016

 

 

407,550

 

 

 

141,750

 

 

 

 

 

 

146,718

 

 

 

696,018

 

Paul Hastings,

 

2017

 

 

551,127

 

 

 

169,650

 

 

 

1,857,110

 

 

 

60,624

 

 

 

2,638,511

 

Former Chairman, Chief Executive Officer & President(3)

 

2016

 

 

535,075

 

 

 

158,760

 

 

 

 

 

 

264,862

 

 

 

958,697

 

Sunil Patel,

 

2017

 

 

406,117

 

 

 

183,600

 

 

 

939,700

 

 

 

167,780

 

 

 

1,697,197

 

Former Executive Vice President and Chief Financial Officer(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Austin Gurney, Ph.D.,

 

2017

 

 

365,612

 

 

 

154,536

 

 

 

804,964

 

 

 

116,996

 

 

 

1,442,108

 

Chief Scientific Officer, Senior Vice President, Research

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alicia Hager, J.D., Ph.D.,

 

2017

 

 

347,619

 

 

 

154,536

 

 

 

804,964

 

 

 

125,143

 

 

 

1,432,262

 

Senior Vice President and General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Amounts reflect the aggregate grant date fair value of restricted stock units and stock options computed in accordance with ASC Topic 718. The assumptions used in the valuation of these awards are set forth in Note 11 to our financial statements, which are included in our Annual Report on Form 10‑K for the year ended December 31, 2017.

(2)

Represents amount paid under our cash incentive programs which are earned by our NEOs pursuant to the achievement of certain performance objectives. For fiscal year 2017, these amounts were paid to our NEOs in early 2018. Please see

23


 

the descriptions of the annual bonuses paid to our NEOs in “Narrative to 2017 Summary Compensation Table and Outstanding Equity Awards at 2017 Fiscal Year End—Terms and Conditions of Performance-Based Annual Bonus Program” below.

(3)

Mr. Hastings resigned from OncoMed on January 1, 2018. In connection with his resignation, Mr. Hastings received certain severance payments and other benefits, as described in “Narrative to 2017 Summary Compensation Table and Outstanding Equity Awards at 2017 Fiscal Year End—Terms and Conditions of Offer Letter and Severance Agreement for Paul Hastings” below.

(4)

Mr. Patel resigned from OncoMed on March 9, 2018. He did not receive any severance payments in connection with his resignation.

24


 

Outstanding Equity Awards at 2017 Fiscal Year End

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2017.

 

 

 

OPTION AWARDS

 

 

STOCK AWARDS

 

NAME

VESTING

COMMENCEMENT

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

OR

UNITS

OF

STOCK

THAT

HAVE

NOT

VESTED

($)(5)

 

John A. Lewicki, Ph.D.

12/5/2008

 

 

134,423

 

 

 

 

 

 

3.42

 

 

12/5/2018

 

 

 

 

 

 

 

 

12/18/2009

 

 

59,409

 

 

 

 

 

 

4.11

 

 

12/18/2019

 

 

 

 

 

 

 

 

7/17/2013

 

 

14,000

 

 

 

 

 

 

17.00

 

 

7/17/2023

 

 

 

 

 

 

 

 

12/18/2014(1)

 

 

37,500

 

 

 

12,500

 

 

 

21.18

 

 

12/17/2024

 

 

 

 

 

 

 

 

12/27/2015(1)

 

 

35,000

 

 

 

35,000

 

 

 

21.43

 

 

12/26/2025

 

 

 

 

 

 

 

 

10/9/2016(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,375

 

 

 

38,438

 

 

1/3/2017(1)

 

 

14,894

 

 

 

50,106

 

 

 

7.66

 

 

1/2/2027

 

 

 

 

 

 

 

 

4/23/2017(1)

 

 

11,250

 

 

 

56,250

 

 

 

3.73

 

 

4/22/2027

 

 

 

 

 

 

 

 

4/23/2017(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,500

 

 

 

92,250

 

 

10/7/2017(1)

 

 

2,083

 

 

 

47,917

 

 

 

4.36

 

 

10/6/2027

 

 

 

 

 

 

 

 

10/7/2017(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,000

 

 

 

102,500

 

Paul Hastings(6)

12/5/2008

 

 

331,187

 

 

 

 

 

 

3.42

 

 

12/4/2018

 

 

 

 

 

 

 

 

12/18/2009

 

 

84,929

 

 

 

 

 

 

4.11

 

 

12/17/2019

 

 

 

 

 

 

 

 

7/17/2013

 

 

160,000

 

 

 

 

 

 

17.00

 

 

7/17/2023

 

 

 

 

 

 

 

 

12/18/2014(1)

 

 

105,000

 

 

 

35,000

 

 

 

21.18

 

 

12/17/2024

 

 

 

 

 

 

 

 

12/28/2015(1)

 

 

85,000

 

 

 

85,000

 

 

 

22.10

 

 

12/27/2025

 

 

 

 

 

 

 

 

10/9/2016(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,500

 

 

 

43,050

 

 

1/3/2017(1)

 

 

40,333

 

 

 

135,667

 

 

 

7.66

 

 

1/2/2027

 

 

 

 

 

 

 

 

4/24/2017(1)

 

 

22,500

 

 

 

112,500

 

 

 

3.77

 

 

4/22/2027

 

 

 

 

 

 

 

 

4/24/2017(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45,000

 

 

 

184,500

 

Sunil Patel(7)

7/30/2009

 

 

150,326

 

 

 

 

 

 

3.42

 

 

7/30/2019

 

 

 

 

 

 

 

 

7/17/2013

 

 

14,000

 

 

 

 

 

 

17.00

 

 

7/17/2023

 

 

 

 

 

 

 

 

12/18/2014(1)

 

 

37,500

 

 

 

12,500

 

 

 

21.18

 

 

12/17/2024

 

 

 

 

 

 

 

 

12/27/2015(1)

 

 

35,000

 

 

 

35,000

 

 

 

21.43

 

 

12/26/2025

 

 

 

 

 

 

 

 

10/9/2016(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,375

 

 

 

38,438

 

 

1/3/2017(1)

 

 

14,894

 

 

 

50,106

 

 

 

7.66

 

 

1/2/2027

 

 

 

 

 

 

 

 

4/23/2017(1)

 

 

10,000

 

 

 

50,000

 

 

 

3.73

 

 

4/22/2027

 

 

 

 

 

 

 

 

4/23/2017(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

82,000

 

 

10/7/2017(1)

 

 

2,083

 

 

 

47,917

 

 

 

4.36

 

 

10/6/2027

 

 

 

 

 

 

 

 

10/7/2017(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,000

 

 

 

102,500

 

Austin Gurney, Ph.D.

5/21/2008

 

 

23,684

 

 

 

 

 

 

3.42

 

 

5/21/2018

 

 

 

 

 

 

 

 

12/5/2008

 

 

92,086

 

 

 

 

 

 

3.42

 

 

12/5/2018

 

 

 

 

 

 

 

 

12/18/2009

 

 

59,409

 

 

 

 

 

 

4.11

 

 

12/18/2019

 

 

 

 

 

 

 

 

7/17/2013

 

 

14,000

 

 

 

 

 

 

17.00

 

 

7/17/2023

 

 

 

 

 

 

 

 

12/18/2014(1)

 

 

37,500

 

 

 

12,500

 

 

 

21.18

 

 

12/17/2024

 

 

 

 

 

 

 

 

12/27/2015(1)

 

 

20,000

 

 

 

20,000

 

 

 

21.43

 

 

12/26/2025

 

 

 

 

 

 

 

 

10/9/2016(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,375

 

 

 

38,438

 

 

1/3/2017(1)

 

 

12,603

 

 

 

42,397

 

 

 

7.66

 

 

1/2/2027

 

 

 

 

 

 

 

 

4/23/2017(1)

 

 

10,000

 

 

 

50,000

 

 

 

3.73

 

 

4/22/2027

 

 

 

 

 

 

 

 

4/23/2017(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

82,000

 

 

10/7/2017(1)

 

 

1,527

 

 

 

35,139

 

 

 

4.36

 

 

10/6/2027

 

 

 

 

 

 

 

 

10/7/2017(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,334

 

 

 

75,169

 

25


 

 

 

OPTION AWARDS

 

 

STOCK AWARDS

 

NAME

VESTING

COMMENCEMENT

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

OR

UNITS

OF

STOCK

THAT

HAVE

NOT

VESTED

($)(5)

 

Alicia J. Hager, J.D., Ph.D.

12/5/2008

 

 

19,386

 

 

 

 

 

 

3.42

 

 

12/5/2018

 

 

 

 

 

 

 

 

3/15/2013(4)

 

 

105,872

 

 

 

1,795

 

 

 

8.55

 

 

3/15/2023

 

 

 

 

 

 

 

 

7/17/2013

 

 

10,000

 

 

 

 

 

 

17.00

 

 

7/17/2023

 

 

 

 

 

 

 

 

12/18/2014(1)

 

 

26,250

 

 

 

8,750

 

 

 

21.18

 

 

12/17/2024

 

 

 

 

 

 

 

 

12/27/2015(1)

 

 

20,000

 

 

 

20,000

 

 

 

21.43

 

 

12/26/2025

 

 

 

 

 

 

 

 

10/9/2016(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,375

 

 

 

38,438

 

 

1/3/2017(1)

 

 

12,603

 

 

 

42,397

 

 

 

7.66

 

 

1/2/2027

 

 

 

 

 

 

 

 

4/23/2017(1)

 

 

10,000

 

 

 

50,000

 

 

 

3.73

 

 

4/22/2027

 

 

 

 

 

 

 

 

4/23/2017(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

82,000

 

 

10/7/2017(1)

 

 

1,527

 

 

 

35,139

 

 

 

4.36

 

 

10/6/2027

 

 

 

 

 

 

 

 

10/7/2017(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,334

 

 

 

75,169

 

 

(1)

These options vest and become exercisable as to 1/48th of the shares on each monthly anniversary of the vesting commencement date, such that all shares subject to an option will be vested and exercisable on the fourth anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through the applicable vesting date.