UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ NO
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the common shares on the NASDAQ Global Select Market on June 30, 2023, was $
The number of the Registrant’s common shares outstanding as of April 3, 2024 was
DOCUMENTS INCORPORATED BY REFERENCE
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Fusion Pharmaceuticals Inc., or the Company, is filing this Amendment No. 1 on Form 10-K/A, or this Amendment No. 1, to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission on March 20, 2024, or the Original Form 10-K, for the sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information required by Part III to be incorporated by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include Part III information in our Annual Report on Form 10-K because we will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year covered by the Original Form 10-K.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, this Amendment No. 1 also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as explicitly set forth herein, this Amendment No. 1 does not purport to modify or update the disclosures in, or exhibits to, the Original Form 10-K or to update the Original Form 10-K to reflect events occurring after the date of such filing.
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Table of Contents
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Item 10. |
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Item 11. |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
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Item 15. |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth information regarding our executive officers and directors, including their ages as of April 3, 2024:
Name |
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Age |
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Position(s) |
Executive Officers |
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John Valliant, Ph.D. |
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54 |
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Chief Executive Officer, Director |
Dmitri Bobilev, M.D. |
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57 |
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Chief Medical Officer |
Eric Burak, Ph.D. |
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58 |
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Chief Technology Officer |
John Crowley, CPA |
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50 |
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Chief Financial Officer |
Christopher Leamon, Ph.D. |
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57 |
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Chief Scientific Officer |
Mohit Rawat |
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44 |
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President and Chief Business Officer |
Non-Employee Directors |
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Jeremy Bender, Ph.D., M.B.A. |
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52 |
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Director |
Donald Bergstrom, M.D., Ph.D. |
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52 |
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Director |
Teresa Bitetti, M.B.A |
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61 |
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Director |
Pablo Cagnoni, M.D. |
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61 |
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Director |
Barbara Duncan |
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59 |
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Director |
Steven Gannon, CA/CPA |
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62 |
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Director |
Philina Lee, Ph.D. |
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47 |
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Director |
David Meek |
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60 |
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Director |
Information about our Executive Officers
John Valliant, Ph.D. is our founder and has served as Chief Executive Officer and as a member of our board of directors since December 2014. From March 2008 to October 2018, Dr. Valliant was the Chief Executive Officer at the Centre for Probe Development and Commercialization (the “CPDC”), a radiopharmaceutical research and development center, which he also founded. Since 1999, Dr. Valliant has also served as a Professor in the Department of Chemistry and Chemical Biology at McMaster University. Dr. Valliant completed his Ph.D. at McMaster University, and also completed a post-doctoral fellowship under the joint supervision of professors Alun G. Jones of Harvard Medical School and Alan Davison of the Massachusetts Institute of Technology. Dr. Valliant resides in Canada. We believe that Dr. Valliant is qualified to serve on our board of directors because of his considerable qualifications, attributes and skills, including his distinguished scientific background and experience in leadership roles in the biopharmaceutical industry.
Dmitri Bobilev, M.D. has served as Chief Medical Officer since November 2022. Dr. Bobilev was most recently Vice President, Head of Clinical Development at Checkmate Pharmaceuticals, Inc. until Checkmates’ acquisition by Regeneron in May 2022. Prior to Checkmate, Dr. Bobilev was Vice President, Head of Clinical Development at Vedanta Biosciences from June 2018 to August 2020. He previously held clinical development leadership roles with Tesaro and Sanofi. Dr. Bobilev spent more than 10 years as a practicing medical and radiation oncologist. Dr. Bobilev received an M.D. from Omsk State Medical Academy.
Eric Burak, Ph.D. has served as our Chief Technology Officer since November 2021. Prior to that, Dr. Burak served as our Chief Scientific Officer from February 2017 to November 2021. From October 2012 to February 2017, Dr. Burak served as the Chief Scientific Officer at the CPDC. Prior to that, from June 2011 to October 2012, Dr. Burak served as Vice President, Development at Theracos, Inc., a pharmaceutical research and development company. Dr. Burak holds a Ph.D. in Analytical Chemistry from Temple University and a BS in Chemistry from Drexel University.
John Crowley, CPA has served as our Chief Financial Officer since February 2019. From November 2016 to January 2019, Mr. Crowley served as Executive Vice President and Chief Financial Officer at Merus, Inc., a clinical-stage immuno-oncology company. From September 2013 to November 2016, Mr. Crowley served as the Corporate Senior Vice President, Corporate Controller and Chief Accounting Officer at Charles River Laboratories, Inc., a contract research organization. Mr. Crowley is a Certified Public Accountant and received a BS from Babson College in both Economics and Accountancy.
Christopher Leamon, Ph.D. has served as our Chief Scientific Officer since November 2021. Prior to joining Fusion, Dr. Leamon served as Executive Director, Radioligand Drug Discovery at Novartis AG, a pharmaceutical company, from December 2018 to October 2021 following the acquisition of Endocyte, Inc., a biopharmaceutical company, by Novartis. Dr.
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Leamon also served as Vice President, Discovery Research at Advanced Accelerator Applications, a subsidiary acquired by Novartis, from December 2018 to December 2020. At Endocyte, Dr. Leamon served as Vice President of Research from April 2000 to December 2018 and as Director of Biology and Biochemistry from February 1999 to April 2000. Prior to joining Endocyte, Dr. Leamon held various research and development roles at Ionis Pharmaceuticals, a biomedical pharmaceutical company, and GlaxoSmithKline, a healthcare company. Dr. Leamon holds a B.S. in chemistry from Baldwin Wallace University and a Ph.D. in chemistry, with a concentration in biochemistry, from Purdue University.
Mohit Rawat has served as our President and Chief Business Officer since September 2021. Prior to joining Fusion, Mr. Rawat served in various positions at Novartis Oncology, a subsidiary of Novartis AG, a pharmaceutical company, from April 2015 to September 2021, most recently as Vice President, Global Disease Lead CML franchise. Prior to Novartis, Mr. Rawat served as Chief of Staff at Shire Pharmaceuticals, a pharmaceutical company, from June 2014 to October 2014. Prior to that, Mr. Rawat serves as Senior Director, Asset Team Lead, Senior Director Immunology and Neuroscience at Abbvie Pharmaceuticals, a pharmaceutical company, from August 2013 to May 2014. Mr. Rawat was an Engagement Manager at McKinsey & Company from July 2009 to August 2013. Mr. Rawat holds an M.B.A. from Harvard Business School, and M.S. in chemical engineering from Massachusetts Institute of Technology, a certificate in finance from the Sloan School of Management at Massachusetts Institute of Technology and M. Tech and B. Tech degrees in chemical engineering from Indian Institute of Technology.
Non-Employee Directors
Jeremy Bender, Ph.D., M.B.A. has served as a member of our board of directors since October 2023. Dr, Bender has served as Chief Executive Officer, President and a member of the board of directors of Day One Biopharmaceuticals, Inc., a biotechnology company, since September 2020. Prior to joining Day One, Dr. Bender was Vice President of Corporate Development at Gilead Sciences, a pharmaceutical company, from March 2018 to September 2020. Prior to that, he was Chief Operating Officer of Tizona Therapeutics from July 2015 to March 2018 and Chief Business Officer of Sutro Biopharma, a biotechnology company specializing in cancer and autoimmune therapeutics, from October 2012 to July 2015. Prior to joining Sutro Biopharma, he was Vice President of Corporate Development at Allos Therapeutics, a biotechnology company focused on cancer treatments, from January 2006 to September 2012. Dr. Bender began his career in the life sciences practice at Boston Consulting Group, a management consulting company. Dr. Bender also sits on the board of Mereo BioPharma as an independent board member. Dr. Bender holds a B.S. in Biological Sciences from Stanford University, a Ph.D. in Microbiology and Immunology from the University of Colorado, and an M.B.A. from the MIT Sloan School of Management. Dr. Bender resides in the United States. We believe that Dr. Bender is qualified to serve on our board of directors because of his experience in the biotechnology industry.
Donald Bergstrom, M.D., Ph.D. has served as a member of our board of directors since April 2021. Since April 2018, Dr. Bergstrom has served as President of Research and Development at Relay Therapeutics, Inc., a publicly-traded clinical-stage precision medicines company deploying cutting-edge experimental and computational tools to discover medicines against intractable targets. Prior to joining Relay Therapeutics in 2018, Dr. Bergstrom was Chief Medical Officer at Mersana Therapeutics, Inc., a publicly-traded clinical-stage biopharmaceutical company discovering and developing novel antibody-drug-conjugates for the treatment of cancer, from January 2014 through March 2018. Prior to Mersana, Dr. Bergstrom was Global Head of Translational Medicine at Sanofi Oncology from May 2010 to January 2014. Prior to Sanofi, he held roles of increasing responsibility in oncology translational medicine and early clinical development at Merck Research Laboratories. Dr. Bergstrom currently serves on the board of directors of Cellectus S.A., a clinical-stage biopharmaceutical public company. Dr. Bergstrom holds an M.D. and a Ph.D. from the University of Washington, Seattle and a B.A. from the Johns Hopkins University. Dr. Bergstrom resides in the United States. We believe that Dr. Bergstrom is qualified to serve on our board of directors because of his experience in the biotechnology industry.
Teresa Bitetti, M.B.A. has served as a member of our board of directors since October 2023. Since April 2019, Ms. Bitetti has served as President of the Global Oncology Business Unit at Takeda, a large public biopharmaceutical company. Prior to joining Takeda, from 1996 to 2019, Ms. Bitetti held various roles of increasing responsibility at Bristol-Myers Squibb (BMS) Company, a large public biopharmaceutical company, including as senior vice president, Head of Worldwide Oncology Commercialization. While at BMS, she also served as Senior Vice President and Head of U.S. Oncology – where she managed the launch of the drug, Opdivo™, President and General Manager of BMS Canada, and Worldwide Head of the BMS Virology business. Before BMS, Ms. Bitetti also held various roles of increasing responsibility at Mobil Oil Corporation. Ms. Bitetti holds an M.B.A. from the Darden School of Business at the University of Virginia and a BA from Wellesley college. Ms. Bitetti resides in the United States. We believe that Ms. Bitetti is qualified to serve on our board of directors because of her experience in the biotechnology industry.
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Pablo Cagnoni, M.D. has served as a member of our board of directors since December 2019. Since June 2023, Dr. Cagnoni has served as President and Head of Research & Development at Incyte Corporation, a pharmaceutical company. From November 2022 to May 2023, he served as Chief Executive Officer of Laronde, a Flagship Pioneering Company, and Executive Partner at Flagship Pioneering, the bioplatform innovation company. Prior to joining Laronde and Flagship, he was Chief Executive Officer of Rubius Therapeutics, Inc., a biotechnology company, from June 2018 until November 2022 where he was Chairman of the Board of Directors. From May 2015 until June 2018, Dr. Cagnoni served as President and Chief Executive Officer of Tizona Therapeutics, Inc., a privately held biotechnology company, and as a member of its board of directors from May 2015 to March 2021. Dr. Cagnoni previously served as President of Onyx Pharmaceuticals, Inc., a biopharmaceutical company, from October 2013 to April 2015 and Executive Vice President, Global Research and Development and Technical Operations from March 2013 to October 2013. Prior to Onyx, Dr. Cagnoni was Senior Vice President and Global Head of Clinical Development at Novartis Oncology from October 2009 to March 2013. From 2007 to 2009, Dr. Cagnoni was Senior Vice President and Chief Medical Officer at Allos Therapeutics (acquired by Spectrum Pharmaceuticals) and, prior to that, Chief Medical Officer of OSI Pharmaceuticals (acquired by Astellas Pharma Inc.). Dr. Cagnoni has previously served as a member of the board of directors of CRISPR Therapeutics AG, Harpoon Therapeutics, Inc. and Tango Therapeutics, Inc. Dr. Cagnoni received an M.D. from the University of Buenos Aires School of Medicine and completed post-doctoral work in Hematology and Oncology at the Mount Sinai Medical Center in New York and in Stem Cell Transplantation at the University of Colorado Health Sciences Center. Dr. Cagnoni resides in the United States. We believe that Dr. Cagnoni is qualified to serve on our board of directors because of his experience in the biotechnology industry.
Barbara Duncan has served as a member of our board of directors since November 2020. Ms. Duncan served at Intercept Pharmaceuticals, Inc. as Chief Financial Officer and Treasurer from May 2009 to June 2016. Prior to Intercept, Ms. Duncan served as Chief Financial Officer of DOV Pharmaceutical, Inc. from 2001 to 2006 and as its Chief Executive Officer and a member of its Board of Directors from 2007 to 2009. Ms. Duncan serves on the board of directors of Halozyme Therapeutics, Inc. since February 2023, Atea Pharmaceuticals, Inc. since November 2020, Jounce Therapeutics, Inc. since June 2016, Adaptimmune Therapeutics plc since June 2016, and Ovid Therapeutics, Inc. since June 2017. Previously, Ms. Duncan served on the boards of directors of Immunomedics, Inc. from March 2019 to October 2020, Innoviva, Inc., from November 2016 through April 2018, ObsEva S.A. from November 2016 to May 2019 and Aevi Genomic Medicine, Inc., from June 2015 through January 2020. Ms. Duncan received her B.A. from Louisiana State University and her M.B.A. from the Wharton School, University of Pennsylvania. Ms. Duncan resides in the United States. We believe that Ms. Duncan is qualified to serve on our board of directors due to her experience in the biotechnology industry and with public companies.
Steven Gannon, CA/CPA has served as a member of our board of directors since January 2020. Mr. Gannon has served on the board of directors of Xenon Pharmaceutics Inc., a biotechnology company, since May 2015, Laborie Médical Technologies, a private Medtech company, since 2016, Alta Sciences, a private research services company, since April 2021, and Ritedose Pharma, a contract manufacturer, since April 2022. Mr. Gannon also served on the board of directors of enGene Inc., a biotechnology company, from February 2017 to June 2023, AeroGen, a private Medtech company, from November 2018 to July 2020, and Advanced Accelerator Applications SA, a healthcare company acquired by Novartis in January 2018, from June 2014 to March 2018. Mr. Gannon was Chief Financial Officer, Senior Vice President of Finance and Treasurer at Aptalis Pharma Inc. until February 2014, after which it was sold to Forest Laboratories. Prior to joining Aptalis in 2006, Mr. Gannon served as the Chief Financial Officer for Cryocath Technologies Inc. from 1999 to 2006, as the Director of Finance and Administration of the Research Division of AstraZeneca Canada Inc. from 1996 to 1999, and as the Chief Financial Officer of Mallinckrodt Medical Inc.’s Canadian operations from 1989 to 1995. He received a Bcomm in Accounting and Business Systems from Concordia University in Montreal, Canada in 1983, and completed the Executive Program at the Richard Ivey School of Business at the University of Western Ontario in Ontario, Canada in 1995. He has been a Chartered Accountant since 1985. Mr. Gannon resides in Canada. We believe that Mr. Gannon is qualified to serve on our board of directors because of his financial expertise and senior management expertise in the pharmaceutical industry.
Philina Lee, Ph.D. has served as a member of our board of directors since February 2021. Dr. Lee currently serves as Chief Commercial Officer at Blueprint Medicines Corporation, a publicly traded global precision therapy company. Since joining Blueprint Medicines in 2014, Dr. Lee has served in positions of increasing responsibility, including most recently as Senior Vice President and Head of Portfolio Strategy until April 2022. Prior to joining Blueprint Medicines, Dr. Lee served as Head of U.S. Marketing at Algeta ASA, where she contributed to building the fully integrated organization that successfully launched Xofigo® (radium-223 dichloride), a first in class alpha-emitting radiopharmaceutical. Algeta was acquired by Bayer AG in 2014. Prior to Algeta, Dr. Lee held oncology marketing roles at Sanofi and Genzyme, and was a Healthcare Strategy Consultant at Health Advances. Dr. Lee does not currently serve on any other public company board of directors. Dr. Lee holds a Ph.D. from the Massachusetts Institute of Technology and a B.S. from the University of Alberta. Dr. Lee resides in the United States. We believe that Dr. Lee is qualified to serve as a member of our board of directors due to her extensive healthcare industry experience.
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David Meek has been a member of our board of directors since October 2023. Mr. Meek served as Chief Executive Officer and as a member of the board of directors of Mirati Therapeutics, Inc., an oncology company, from September 2021 to August 2023. He previously served as the President, Chief Executive Officer and Board Member of FerGene, Inc., a biotechnology company, from January 2020 to March 2021. From July 2016 to January 2020, Mr. Meek served as Chief Executive Officer and Board Member of Ipsen, a public global biopharmaceutical company based in France. Prior to joining Ipsen, Mr. Meek held executive leadership roles including serving as Executive Vice President and President of Oncology at Baxalta Incorporated from 2014 to 2016 leading up to the acquisition by Shire, and serving as Chief Commercial Officer of Endocyte, Inc. from 2012 to 2014. He also served in executive leadership roles at Novartis Pharmaceuticals Corporation and Novartis Oncology from 2005 to 2012, after beginning his career at Johnson & Johnson, Inc. and Janssen Pharmaceuticals, Inc. from 1989 to 2004. Mr. Meek served on the boards of Pharmaceutical Research & Manufacturers of America and European Federation of Pharmaceutical Industries & Associations. He serves on the board of directors of uniQure N.V., a public biotech company, and he previously served on the board of directors of Entasis Therapeutics Inc. from June 2019 to July 2022 (acquired by Innoviva, Inc.). Mr. Meek holds a B.A. from the University of Cincinnati. Mr. Meek resides in the United States. Through his experience at our Company and his past executive leadership roles at several companies in the biotechnology and pharmaceutical industries, Mr. Meek has acquired extensive operational expertise, which we believe qualifies him to serve on our board of directors.
Family Relationships
There are no family relationships among our directors and executive officers.
CORPORATE GOVERNANCE
General
We believe that good corporate governance is important to ensure that our company is managed for the long-term benefit of our shareholders. We periodically review our corporate governance policies and practices and compare them to those suggested by various authorities in corporate governance and the practices of other public companies. As a result, we have adopted policies and procedures that we believe are in the best interests of our company and our shareholders.
Corporate Governance Guidelines
Our corporate governance guidelines assist our board of directors in the exercise of its duties and responsibilities and to serve the best interests of our company and our shareholders. These guidelines, which provide a framework for the conduct of our board’s business, provide that:
Our board of directors is responsible for managing or supervising the management of our business and affairs. This includes appointing our chief executive officer, advising management on strategic issues, approving our business and other plans and monitoring our performance against those plans and against our operating and capital budgets. In addition, our board also receives and considers recommendations from our various committees with respect to matters such as the following:
Our board of directors does not have a written mandate.
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Code of Business Conduct and Ethics
We have also adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on the “Investors & Media— Corporate Governance” section of our website, which is located at https://ir.fusionpharma.com/documents-charters. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K to be filed with the SEC and will file a copy of any amendment with Canadian securities regulators on www.sedar.com. Employees are required to annually certify compliance with the code.
Removal of Directors
The Canada Business Corporation Act (the “CBCA”) provides that our directors may be removed by the affirmative vote of the holders of at least a majority of the votes cast at an annual or special meeting of our shareholders, and that certain vacancies on our board of directors, including a vacancy resulting from an enlargement of our board of directors that is permitted by the CBCA, may be filled by a quorum of our directors. In accordance with the terms of the Articles of the Corporation (as amended, the “articles”), and our general by-laws (as amended, the “by-laws”), we expect that our board of directors will be elected to hold office until the next annual shareholders meeting.
Advance Notice Provisions
Our by-laws provide that, subject to the CBCA and the articles, only persons who are nominated in accordance with our “advance notice” provisions will be eligible for election as directors at any annual meeting of our shareholders, or at any special meeting if one of the purposes for which the special meeting was called was election of directors. These provisions are intended to: (1) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (2) ensure that all our shareholders receive adequate notice of board nominations and sufficient information with respect to all nominees; and (3) allow our shareholders to vote on an informed basis.
Under our advance notice provisions, a shareholder wishing to nominate a director would be required to provide us with notice, in a prescribed form and within prescribed time periods as specified in our by-laws. These time periods include, (1) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided that if the first public announcement of the date of the annual meeting of shareholders, the Notice Date, is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date, and (2) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date; provided that, in either instance, if “notice-and-access” provisions under applicable Canadian laws are used for delivery of proxy related materials in respect of a meeting described above, and the notice date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.
A shareholder wishing to nominate a director must provide notice to our corporate secretary by email (at such email address that is set in our issuer profile on the System for Electronic Document Analysis and Retrieval, or SEDAR, at www.sedar.com) or by personal delivery at Fusion Pharmaceuticals Inc., 270 Longwood Road South, Hamilton, Ontario, Canada L8P 0A6.
Determination of Independence
Our board of directors has determined that each of our directors, with the exception of Dr. Valliant, who serves as our Chief Executive Officer, is an “independent director” within the meaning of the director independence standards established by the SEC and the Nasdaq Stock Market, or Nasdaq, and Canadian securities laws. Our board of directors also determined that Steven Gannon, Teresa Bitetti, M.B.A., and David Meek who comprise our audit committee, Jeremy Bender, Ph.D., M.B.A., Pablo Cagnoni, M.D., and Teresa Bitetti, M.B.A., who comprise our compensation committee, and Barbara Duncan, Steven Gannon and Philina Lee, who comprise our nominating and corporate governance committee, satisfy the independence standards for such committees established by the SEC, the Nasdaq, and Canadian securities laws, as applicable. In making such determinations, our board of directors evaluated, and will evaluate at least on an annual basis, all relationships that each such
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non-employee director has with our company in light of all facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our common shares by each non-employee director.
The non-management directors meet at regularly scheduled executive sessions without management participation, and at least twice each year an executive session with only independent directors present is held. In 2023, there were eight executive sessions at which only the independent directors were present.
Board Self-Assessment; Director Candidates; and Criteria
Our board performs an annual self-assessment. During this self-assessment, the board considers many factors, including, but not limited to, the expertise of existing board members and the expertise of directors we need in our transition from a clinical development stage company to becoming a commercial enterprise. The board’s annual self-assessment is conducted by a written survey in which each director is asked to comment on the effectiveness and contribution of the board as a whole. The assessment of this potential expertise consists of a review of the business expertise of our current directors.
Our board of directors is responsible for selecting its own members. The board of directors delegates the selection and nomination process to our nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be requested to take part in the process as appropriate.
Generally, our nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of independent director search firms, through recommendations submitted by shareholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet the minimum qualifications for director nominees established by the nominating and corporate governance committee. These criteria include the candidate’s personal and professional ethics and integrity, achievement and competence in our field and ability to exercise sound business judgment, skills that are complementary to those of our existing board of directors, ability to assist and support management and make significant contributions to our success, and an understanding of the fiduciary responsibilities that are required of a director and the and the ability to act in the interests of all shareholders.
The nominating and corporate governance committee may gather information about the candidates through meetings from time to time, questionnaires or background checks to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the committee and our board. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval as director nominees for election to the board of directors.
The board does not believe that limits on the number of consecutive terms a director may serve or on the directors’ ages are appropriate at this stage. Instead, each director’s performance and their continued service is assessed by the nominating and corporate governance committee in light of the needs of the board of directors and other relevant factors.
Shareholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by providing timely notice and meeting the other requirements set forth in our by-laws, including our advanced notice provision, and the rules and regulations of the SEC, applicable Canadian securities laws and the CBCA. Assuming such requirements have been met, the nominating and corporate governance committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the board determines to nominate a shareholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting.
Shareholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the committee or our board, by following the procedures set forth under “Shareholder Proposals for the 2025 Annual Meeting.”
The company conducts an orientation program for each new director, which generally includes conversations with individual members of management. The orientation is designed to familiarize the new director with the company’s business and strategic plans, key policies and practices, principal officers and management structure, auditing and compliance processes and its code of business conduct and ethics. New directors have access to historical published information about the company, its articles and by-laws, the corporate governance guidelines and the charters of the board’s committees and other relevant information. The nominating and corporate governance committee is responsible for providing materials or briefing sessions
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for continuing directors on topics that will assist them in discharging their duties. In addition, management makes regular presentations to the Board on the main areas of the company’s business and new developments in the industry.
Board Diversity
Our nominating and corporate governance committee has a written board diversity policy and believes that our board, taken as a whole, should embody a diverse set of skills, experience, knowledge and backgrounds, including an appropriate number of women directors. The board has not adopted targets for the number or proportion of female directors as the company is committed to a merit-based system for board composition, which reflects a diverse and inclusive culture where directors believe that their views are heard, their concerns are attended to and they serve in an environment where bias, discrimination and harassment on any matter are not tolerated. When identifying suitable candidates for appointment to the board, the company considers candidates on merit against objective criteria and the needs of the board and considers the need to increase the number of women directors on the board to meet the company’s goal. When recruiting new candidates for appointment, search protocols will go beyond the networks of existing board members and will incorporate diversity, including identification of female candidates, as a component. Any search firm engaged to assist the board or the nominating and corporate governance committee in identifying candidates for appointment to the board shall be directed to include women candidates and women candidates will be included in the board’s evergreen list of potential board nominees.
The company has not adopted targets for the number or proportion of directors who are members of a visible minority, Indigenous peoples or persons with a disability (the “designated groups”) or for other diversity characteristics at this time. For now, the board has chosen to focus on gender in exclusion to other diversity characteristics and the nominating and corporate governance committee does not specifically consider the level of representation of members of designated groups on the board in identifying and nominating candidates for election or re-election to the board. If all nominees proposed for election for the meeting are elected, there will be three women on the Board, representing 33% of the directors.
The below board diversity matrix reports self-identified diversity statistics for the board.
Board Diversity Matrix (As of April 3, 2024)
Total Number of Directors |
9 |
|||
|
Female |
Male |
Non-Binary |
Did Not Disclose Gender |
Part I: Gender Identity |
||||
Directors |
3 |
6 |
|
|
Part II: Demographic Background |
||||
African American or Black |
|
|
|
|
Alaskan Native or Native American |
|
|
|
|
Asian |
1 |
|
|
|
Hispanic or Latinx |
|
|
|
|
Native Hawaiian or Pacific Islander |
|
|
|
|
White |
2 |
5 |
|
|
Two or More Races or Ethnicities |
|
|
|
|
LGBTQ+ |
1 |
|||
Persons with disabilities |
|
|||
Visible minorities |
|
|||
Indigenous peoples |
|
|||
Did Not Disclose Demographic Background |
1 |
|||
The company does not consider the level of representation of women or other designated groups in executive officer positions and has not adopted targets for the number or proportion of directors who are women or members of other designated groups as the company seeks to promote individuals solely based on merit. Currently two (or 25%) of the executive officers are women, none (or 0%) of the executive officers are visible minorities and none (or 0%) of the executive officers are Indigenous peoples or persons with a disability.
7
Communication from Shareholders
The board will give appropriate attention to written communications that are submitted by shareholders and will respond if and as appropriate. The chairman of the board of directors is primarily responsible for monitoring communications from shareholders and for providing copies or summaries to the other directors as he considers appropriate.
Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman of the board considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.
Board and Committee Meetings
Our board of directors held fifteen meetings during 2023. During 2023, each of the directors then in office attended at least 75% of the aggregate of all meetings of the board of directors and all meetings of the committees of the board of directors on which such director then served, except for Dr. Bender who was elected in October 2023 and missed one out of three meetings due to a scheduling conflict. A director’s attendance rate is considered by the nominating and corporate governance committee when making recommendations for re-appointment of the director. Continuing directors and nominees for election as directors in a given year are required to attend the annual meeting of shareholders, barring significant commitments or special circumstances. Fusion held a 2023 annual meeting of shareholders. During 2023, the Board acted by unanimous written consent twice. The board meeting attendance record for each director who served at the end of 2023 is as follows:
Board Member |
|
Number of Board Meetings Held in 2023 Board Member Eligible to Attend |
|
Number of Board Meetings Attended |
Ms. Duncan |
|
15 |
|
15 |
Dr. Bender |
|
2 |
|
1 |
Dr. Bergstrom |
|
15 |
|
13 |
Ms. Bitetti |
|
2 |
|
2 |
Dr. Cagnoni |
|
15 |
|
15 |
Dr. Christenson |
|
13 |
|
10 |
Mr. Gannon |
|
15 |
|
13 |
Mr. Khuong |
|
13 |
|
12 |
Dr. Lee |
|
15 |
|
14 |
Mr. Meek |
|
2 |
|
1 |
Dr. Preston |
|
13 |
|
10 |
Dr. Valliant |
|
15 |
|
15 |
Our board has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees operates under a charter that has been approved by our board of directors. A copy of each charter can be found under the “Investors & Media—Corporate Governance” section of our website, which is located at www.fusionpharma.com. The board has not adopted position descriptions for the chairperson of each committee. However, each committee chairperson understands that the responsibilities of the committee chairperson include responsibility for providing leadership to the committee, including chairing meetings in a manner that facilitates open discussions and expressions of competing views, and reporting to the board on the work of the committee and any recommendations for approval by the board. The committee chairperson also ensures that the committee receives the information required for the performance of its responsibilities.
8
Audit Committee
The audit committee, which has been established in accordance with Section 3(a)(58) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently consists of Steven Gannon, Teresa Bitetti, M.B.A., and David Meek. Mr. Gannon is the chair of the audit committee. Our board of directors has determined that each member of the audit committee meets the independence requirements established by the SEC, the applicable listing standards of Nasdaq and applicable Canadian laws. Our board of directors has determined that Mr. Gannon qualifies as an “audit committee financial expert” within the meaning of SEC regulations. Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits and quarterly reviews of our financial statements. We currently do not have an internal audit function. The audit committee held five meetings during 2023. The audit committee’s responsibilities include:
All audit services to be provided to us and all non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.
Compensation Committee
The current members of our compensation committee are Pablo Cagnoni, M.D., Jeremy Bender, Ph.D., M.B.A. and Teresa Bitetti, M.B.A. Dr. Cagnoni is the current chair of the compensation committee. Our compensation committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. The compensation committee held five meetings and acted by written consent eleven times during 2023. The compensation committee’s responsibilities include:
9
Our Compensation Committee makes most of the significant adjustments to annual compensation, determines bonus and equity awards and establishes new performance objectives. However, our Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, our Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director share ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels and analyses of executive and director compensation paid at a peer group of other companies approved by our Compensation Committee. In 2023, the Compensation Committee retained the services of Pay Governance LLC, or Pay Governance, as its external, independent compensation consultant and considered Pay Governance’s input on certain compensation matters as they deemed appropriate.
Nominating and Corporate Governance Committee
The current members of our nominating and corporate governance committee are Barbara Duncan, Steven Gannon and Philina Lee, Ph.D. Ms. Duncan is the chair of the nominating and corporate governance committee. The nominating and corporate governance committee held five meetings during 2023. The nominating and corporate governance committee’s responsibilities include:
10
Research and Development Committee
The current members of our research and development committee are Donald Bergstrom, M.D., Pablo Cagnoni, M.D. and Philina Lee, Ph.D. Dr. Bergstrom is the chair of the research and development committee. The research and development committee held three meetings during 2023. The research and development committee’s responsibilities include:
Our board of directors may from time to time establish other committees.
Limitations on Liability and Indemnification Agreements
We are governed by the CBCA. Under the CBCA, and under our by-laws, we may (or must, in the case of our by-laws) indemnify our current or former directors and officers or any other individuals who act or have acted at our request as a director or officer of a related entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative, investigative or other proceeding in which such individual is involved because of his or her association with us or a related entity. The CBCA also provides that we may also make an advance payment to such individual for costs, charges and expenses reasonably incurred in connection with such a proceeding, provided, however, that such individual shall repay such payment if he or she does not fulfill the conditions described below. The CBCA also provides that we may, with the approval of the court, indemnify the individual or make an advance payment in respect of certain derivative actions by or on behalf of us or the other entity to procure a judgement in our or its favor.
Indemnification is prohibited under the CBCA unless the individual:
The CBCA also provides that the individual is entitled to indemnification from us in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of his or her association with us or a related entity if the individual (i) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, and (ii) fulfils the conditions described above.
The CBCA and our by-laws authorize us to purchase and maintain insurance for the benefit of each of our current or former directors or officers and other agents and each person who acts or acted at our request as a director, officer or other agent or an individual acting in a similar capacity, of another entity.
In addition, we have entered into separate indemnity agreements with each of our directors and officers pursuant to which we agree to indemnify and hold harmless our directors and officers against any and all liability, loss, damage, cost or expense in accordance with the terms and conditions of the CBCA and our by-laws.
We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe that these provisions in our by-laws and these indemnity agreements are necessary to attract and retain qualified persons as directors and officers. There is no pending
11
litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
Compensation Committee Interlocks and Insider Participation
For the 2023 fiscal year, Pablo Cagnoni, M.D., Jeremy Bender, Ph.D., M.B.A., Teresa Bitetti, M.B.A., Steven Gannon and Heather Preston, M.D., served as members of our Compensation Committee. Mr. Gannon and Dr. Preston ceased to serve on the Compensation Committee in October 2023, and Dr. Bender and Ms. Bitetti joined the Compensation Committee in October 2023. None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our company, nor have they ever been an officer or employee of our company.
Board Leadership Structure
Our board of directors is currently chaired by Barbara Duncan, an independent director. Currently, the role of chairman of the board of directors is separated from the role of chief executive officer. Separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairperson of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. The board has not adopted a position description for the chairperson. However, there is a shared understanding on the board of the chairperson’s responsibilities. The chairperson’s primary role is to provide leadership to the board and its committees, including chairing meetings in a manner that facilitates open discussions and expressions of competing views. The chairperson is also responsible for, among other things, assisting the board in obtaining information required for the performance of their duties, retaining appropriately qualified and independent advisors as needed, working with the board to support board development and to ensure a proper committee structure is in place, providing a link between the board and management and acting in an advisory capacity to the chief executive officer in all matters concerning the interests and management of the company. Our board of directors recognizes the time, effort and energy that the chief executive officer must devote to his position in the current business environment, as well as the commitment required to serve as the chairperson of the board, particularly as the board of directors’ oversight responsibilities continue to grow. Our board of directors also believes that this structure ensures a greater role for the non-management directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors. Our board of directors believes its administration of its risk oversight function has not affected its leadership structure. Although our by-laws do not require our chairperson of the board and chief executive officer positions to be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time. The board has not adopted a separate position description for our chief executive officer. The role and responsibilities of the chief executive officer is delineated by frequent discussion and interaction between the board chairperson and the chief executive officer.
Oversight of Risk
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction and intellectual property as more fully discussed under “Risk Factors” in our Annual Report on Form 10-K. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
Our board of directors regularly discusses with management our major risk exposures, the potential impact of these risks on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board to understand the company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.
12
The audit committee reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The nominating and corporate governance committee manages risks associated with the independence of the board, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our board as a whole.
Item 11. Executive Compensation.
Overview and Named Executive Officers
The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.
As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. This section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer for the year ended December 31, 2023, or fiscal year 2023, and our next two most highly compensated executive officers in respect of their service to our company for fiscal year 2023. We refer to these individuals as our named executive officers. Our named executive officers for fiscal year 2023 are:
Compensation for our executive officers is composed primarily of the following main components: base salary; bonus; and equity incentives in the form of stock options. Our executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans.
Our compensation committee reviews compensation annually for our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our shareholders, and a long-term commitment to our company. We target a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, annual incentives or long-term incentives.
Our compensation committee is responsible for approving the compensation for all of our executive officers. Our compensation committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives officers other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee approves the compensation for the executive officers.
Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. In 2023, the compensation committee retained the services of Pay Governance as its external independent compensation consultant. During 2023, Pay Governance did not provide services to us other than the services to our compensation committee described herein. Our compensation committee performs an annual assessment of its compensation consultants’ independence to determine whether the consultants are independent. Based on its evaluation, the compensation committee has determined that Pay Governance is independent and that its work has not raised any conflicts of interest.
13
2023 Summary Compensation Table
The following table presents information regarding the total compensation that was awarded to, earned by or paid to our named executive officers for services rendered during fiscal year 2023.
Name and Principal Position |
|
Year |
|
Salary ($) |
|
|
Bonus ($) |
|
|
Option Awards ($) (1) |
|
|
Non-Equity |
|
|
All Other |
|
|
Total ($) |
|
||||||
John Valliant, Ph.D., (4) |
|
2023 |
|
$ |
596,837 |
|
|
$ |
— |
|
|
$ |
1,170,250 |
|
|
$ |
283,498 |
|
|
$ |
31,001 |
|
|
$ |
2,081,586 |
|
Chief Executive Officer |
|
2022 |
|
|
595,284 |
|
|
|
— |
|
|
|
1,881,826 |
|
|
|
238,119 |
|
|
|
31,314 |
|
|
|
2,746,543 |
|
John Crowley, |
|
2023 |
|
|
478,896 |
|
|
|
— |
|
|
|
585,125 |
|
|
|
183,896 |
|
|
|
57,026 |
|
|
|
1,304,943 |
|
Chief Financial Officer |
|
2022 |
|
|
458,274 |
|
|
|
— |
|
|
|
772,909 |
|
|
|
163,146 |
|
|
|
48,684 |
|
|
|
1,443,013 |
|
Mohit Rawat, |
|
2023 |
|
|
475,198 |
|
|
|
— |
|
|
|
702,150 |
|
|
|
186,278 |
|
|
|
44,602 |
|
|
|
1,408,228 |
|
President and Chief Business Officer |
|
2022 |
|
|
454,735 |
|
|
|
— |
|
|
|
360,537 |
|
|
|
165,523 |
|
|
|
38,742 |
|
|
|
1,019,537 |
|
Narrative to Summary Compensation Table
The primary elements of compensation for our named executive officers are base salary, bonus, and equity incentives in the form of stock options. These elements (and the amounts of compensation and benefits under each element) were selected because we believe they are necessary to help us attract and retain executive talent in a very competitive market, which is
14
fundamental to our success. Below is a more detailed summary of the current executive compensation program as it relates to our named executive officers.
Annual Base Salary
We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Our compensation committee and board of directors, in the case of Dr. Valliant, annually reviews base salaries for trends in the market of the salaries paid to public company employees as well as for exogenous factors such as inflation. For the year ended December 31, 2023, the annual base salaries for each of Dr. Valliant, and Messrs. Crowley and Rawat were reviewed and adjusted upward for merit increases. For the year ending December 31, 2024, the annual base salaries for each of Dr. Valliant and Messrs. Crowley and Rawat are $829,710 CAD ($614,742 USD), $493,263 and $489,454, respectively. Dr. Valliant’s salary increase in local Canadian currency was 3.0%. Due to fluctuations in the twelve-month trailing United States and Canadian dollar exchange rate, in some years Dr. Valliant’s salary may appear to decrease rather than increase when compared to the prior year when viewed only in U.S. dollars.
Cash Bonus
We also believe that a significant portion of our executives’ cash compensation should be based on the attainment of business goals established by our board of directors or compensation committee. Each of our named executive officers participated in our Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”). The Bonus Plan provides for formula-based incentive payments based upon the achievement of certain corporate and individual performance goals and objectives approved by our board of directors and compensation committee, respectively. We typically establish bonus targets for our named executive officers and conduct an annual performance review process to serve as the basis for determining eligibility for any such bonuses. Among the key parameters that typically are the basis for such bonus determinations are our achievement of overall corporate goals and the achievement of specified goals and objectives by each individual employee. For the year ended December 31, 2023, Dr. Valliant was eligible to receive an annual target cash bonus equal to 50% of his base salary, based on company performance. Messrs. Crowley and Rawat were eligible to receive an annual target cash bonus equal to 40% of their respective salaries, based on company and individual performance. For the year ending December 31, 2024, Dr. Valliant’s annual target bonus was increased to 55% of his base salary from 50% based on market data.
All final bonus payments to our named executive officers (other than for Dr. Valliant) are approved by our compensation committee. Any final bonus payment to Dr. Valliant is recommended by our compensation committee and approved by our board of directors. The actual bonuses, if any, awarded in a given year may vary from target, depending on individual performance and the achievement of corporate objectives and may also vary based on other factors at the discretion of our compensation committee (or board of directors, in the case of Dr. Valliant’s bonus).
For 2023, the corporate performance objectives generally fell into the following five categories: (1) advancing our FPI-2265 clinical program; (2) advancing our pipeline by progressing FPI-2068, our partnered asset with AstraZeneca plc; (3) delivering on our partnerships, particularly our existing collaboration with AstraZeneca plc; (4) strengthening and leveraging our platform; and (5) ensuring we have funding through key inflection points in 2024. In evaluating management’s performance relative to corporate performance for 2023, our compensation committee determined to award a corporate achievement level of 90% to executives (other than Dr. Valliant). This corporate achievement level along with each individual’s performance (other than Dr. Valliant) was then used to determine each named executive officer’s bonus. Our board of directors determined to award a corporate achievement level of 90% to Dr. Valliant. For 2023, we awarded bonuses to Dr. Valliant and Messrs. Crowley and Rawat in the amounts of $382,633 CAD ($283,498 USD), $183,896 and $186,278, respectively.
Equity Compensation
Although we do not have a formal policy with respect to the grant of equity incentive awards to our named executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. During the year ended December 31, 2023, we granted options to purchase common shares to each of our named executive officers, as described in more detail in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table. In January 2024, as part of our annual compensation review, Dr. Valliant and Messrs. Crowley and Rawat were granted time-based stock options for 320,400 shares, 106,100 and 135,500 shares, respectively. These options vest in 48 equal monthly installments. In January 2024, the compensation committee (and the board of directors, in the case of Dr. Valliant) also granted the following time-based restricted stock units, or RSUs, to our named executive officers: Dr. Valliant,
15
192,200 RSUs; Mr. Crowley, 63,700 RSUs; and Mr. Rawat, 81,300 RSUs. The RSUs represent a contingent right to receive one share of our common stock. These RSUs vest bi-annually over three years.
Employment Agreements with Our Named Executive Officers
We have entered into executive compensation arrangements, offer letters and an employment agreement, with each of our named executive officers. Except as noted below, these employment arrangements provide for “at will” employment.
John Valliant, Ph.D.—In June 2020 we entered into a new employment agreement with Dr. Valliant, replacing his existing employment agreement upon the completion of our initial public offering. The new employment agreement provides for Dr. Valliant’s continued employment and sets forth his 2020 annual base salary, the terms of his discretionary annual bonus, certain expense reimbursements, his eligibility for accrued paid vacation, his obligation to cooperate with us in litigation and regulatory matters both during and after his employment, and his non-disparagement obligations both during and after his employment.
Pursuant to a Memorandum of Understanding (the “MOU”) between us, Dr. Valliant, and McMaster University (the “University”), dated July 1, 2023, Dr. Valliant will continue his employment with the University while also continuing in his appointment as our Chief Executive Officer. Pursuant to the terms of the MOU, Dr. Valliant remains on the University’s payroll and remains eligible for University benefits. In addition, we reimburse the University for 75% of the University’s payment of Dr. Valliant’s salary and benefits annually (including as Dr. Valliant’s base salary is increased) and correspondingly deduct such payments of base salary from us to Dr. Valliant. In the event Dr. Valliant’s services to us are terminated, we and Dr. Valliant will provide the University with not less than six weeks of advance written notice and we are responsible for reimbursing the University for 75% of the University’s payment of Dr. Valliant’s salary and benefits during such six-week notice period, including any associated costs, fees and expenses.
In addition, Dr. Valliant has entered into and is subject to our confidential information, assignment of inventions, and non-solicitation and non-competition agreements.
John Crowley—In June 2020 we entered into a new employment agreement with Mr. Crowley, which replaced his existing employment agreement upon the completion of our initial public offering. The new employment agreement provides for Mr. Crowley’s continued employment and sets forth his annual base salary, the terms of his discretionary annual bonus, certain expense reimbursements, his eligibility to participate in our benefit plans generally, his eligibility for accrued paid vacation, his obligation to cooperate with us in litigation and regulatory matters both during and after his employment, and his non-disparagement obligations both during and after his employment.
Mohit Rawat—In September 2021 we entered into an employment agreement with Mr. Rawat, which sets forth his annual base salary, the terms of his discretionary annual bonus, certain expense reimbursements, his eligibility to participate in our benefit plans generally, his eligibility for accrued paid vacation, his obligation to cooperate with us in litigation and regulatory matters both during and after his employment, and his non-disparagement obligations both during and after his employment.
Benefits Provided Upon Termination Without Cause
Under the terms of the employment agreements we have entered into with each of Dr. Valliant and Messrs. Crowley and Rawat, if such executive’s employment is terminated by us without cause or by the executive for good reason (as defined in each executive’s employment agreement), subject to the executive’s signing a separation agreement that will include, among other things, a general release of potential claims against us, (1) he will be entitled to continue to receive his monthly base salary for a period of 12 months; (2) he will be entitled to any incentive compensation pursuant the employment agreement awarded in the year preceding the year of termination but not yet paid and a pro-rated annual bonus up to the date of termination (in the case of Dr. Valliant, he will also receive his target annual bonus for the then-current year); (3) we will continue to make payments of group insurance benefits for Dr. Valliant for 12 months; and (4) for Messrs. Crowley and Rawat, subject to the respective copayment of employee premiums and respective proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, the monthly employer contribution that we would have made to provide Messrs. Crowley and Rawat, respectively, health insurance if either had remained employed by us until the earliest of (i) the 12 month anniversary of his date of termination, (ii) his eligibility for group medical plan benefits under any other employer group medical plan, or (iii) the cessation of his rights under COBRA.
16
Benefits Provided Upon a Change in Control
We have designed our change-in-control policies to provide income continuity after a change-in-control of the company that results in the executive being separated from the company. Our policy in the case of change-in-control benefits has been to structure these as “double trigger” benefits. In other words, the change-in-control does not itself trigger benefits; rather, benefits are paid only if the employment of the executive is terminated or the executive terminates his employment for good reason during a specified period after the change-in-control. We believe a “double trigger” benefit maximizes shareholder value because it prevents an unintended windfall to executives in the event of a friendly change-in-control, while still providing them appropriate incentives to cooperate in negotiating any change-in-control in which they believe they may lose their jobs. Under the terms of their respective employment arrangements, if, within one year following a change in control, each of our named executive officer’s employment is terminated by us or the succeeding company, as applicable, without cause or he terminates his employment for good reason (as defined in the applicable employment agreement), subject to the executive’s signing a separation agreement that will include a general release of potential claims against us:
We have also entered into non-competition, non-solicitation and non-disclosure agreements with each of our named executive officers. Under the non-competition, non-solicitation and non-disclosure agreements, each named executive officer has agreed (i) not to compete with us during his employment and for a period of one year after the termination of his employment, (ii) not to solicit our employees during his employment and for a period of one year after the termination of his employment, (iii) to protect our confidential and proprietary information, and (iv) to assign to us related intellectual property developed during the course of his employment. In addition, pursuant to the agreements with Mr. Crowley and Mr. Rawat, each is eligible to receive 50% of his respective highest annualized base salary paid by us within the two-year period preceding the last day of his employment during the post-employment non-competition period (but for not more than 12 months following the end of his employment) if we enforce the respective non-competition covenant, or garden leave pay. If Mr. Crowley or Mr. Rawat is eligible to receive any other severance or change in control payments as described above, such payment(s) shall be reduced by the amount of the garden leave pay.
Other Benefits and Perquisites
We offer participation in broad-based retirement, health and welfare plans to all of our colleagues, including our named executive officers. All of our full-time colleagues, including our named executive officers, are eligible to participate in a standard suite of health and welfare benefit plans, including those set forth below.
401(k) Plan
We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Plan participants are able to defer eligible compensation subject to applicable annual Internal Revenue Code limits. We provide a matching contribution of 100 percent of employee contributions up to 3.5% percent of compensation, which vests after two years of service. The 401(k) plan is intended to be qualified under Section 401(a) of
17
the Internal Revenue Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.
RRSP
We maintain a Canadian registered retirement savings plan (the “RRSP”) that provides eligible Canadian employees with an opportunity to save for retirement on a tax-advantaged basis. We provide a matching contribution of 100 percent of employee contributions up to 3 percent of compensation.
Other
We also provide all employees, including executive officers, with a flexible spending account plan, health savings account, the right to purchase common shares under an employee share purchase plan and paid time off benefits, including vacation, sick time and holidays. We do not offer or provide any additional perquisites (other than those noted here) to the chief executive officer or any other executive officer of the company.
Compensation Risk Assessment
We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk-taking. This is primarily due to the fact that our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on the company.
18
Outstanding Equity Awards at 2023 Fiscal Year-End
The following table summarizes the number of common shares that were underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023.
|
|
Option Awards |
||||||||||||||
Name |
|
Number of |
|
Number of |
|
|
Number of Securities Underlying Unexercised Unearned Options (#) |
|
|
Option |
|
|
Option |
|||
John Valliant, Ph.D. |
|
533,095(1) |
|
|
— |
|
|
|
— |
|
|
$ |
1.02 |
|
|
2/22/2027 |
|
|
270,300(1) |
|
|
— |
|
|
|
— |
|
|
$ |
1.02 |
|
|
2/22/2027 |
|
|
606,721(1) |
|
|
— |
|
|
|
— |
|
|
$ |
2.35 |
|
|
4/1/2029 |
|
|
169,912(2) |
|
|
3,616 |
|
|
|
— |
|
|
$ |
2.99 |
|
|
1/10/2030 |
|
|
180,723(3) |
|
|
25,818 |
|
|
|
— |
|
|
$ |
17.00 |
|
|
6/18/2030 |
|
|
326,329(4) |
|
|
46,619 |
|
|
|
— |
|
|
$ |
17.00 |
|
|
6/25/2030 |
|
|
238,000(5) |
|
|
98,000 |
|
|
|
— |
|
|
$ |
11.90 |
|
|
2/4/2031 |
|
|
186,358(6) |
|
|
220,242 |
|
|
|
— |
|
|
$ |
7.70 |
|
|
2/1/2032 |
|
|
114,583(7) |
|
|
385,417 |
|
|
|
— |
|
|
$ |
3.75 |
|
|
1/5/2033 |
John Crowley |
|
313,359(1) |
|
|
— |
|
|
|
— |
|
|
$ |
2.19 |
|
|
2/28/2029 |
|
|
37,758(2) |
|
|
803 |
|
|
|
— |
|
|
$ |
2.99 |
|
|
1/10/2030 |
|
|
23,600(3) |
|
|
3,372 |
|
|
|
— |
|
|
$ |
17.00 |
|
|
6/18/2030 |
|
|
53,245(4) |
|
|
7,607 |
|
|
|
— |
|
|
$ |
17.00 |
|
|
6/25/2030 |
|
|
97,750(5) |
|
|
40,250 |
|
|
|
— |
|
|
$ |
11.90 |
|
|
2/4/2031 |
|
|
76,541(6) |
|
|
90,459 |
|
|
|
— |
|
|
$ |
7.70 |
|
|
2/1/2032 |
|
|
57,291(7) |
|
|
192,709 |
|
|
|
— |
|
|
$ |
3.75 |
|
|
1/5/2033 |
Mohit Rawat |
|
144,562(8) |
|
|
112,438 |
|
|
|
— |
|
|
$ |
8.26 |
|
|
9/27/2031 |
|
|
35,704(6) |
|
|
42,196 |
|
|
|
— |
|
|
$ |
7.70 |
|
|
2/1/2032 |
|
|
68,750(7) |
|
|
231,250 |
|
|
|
— |
|
|
$ |
3.75 |
|
|
1/5/2033 |
Other Compensation Agreements and Policies
Clawback Policy
The SEC and the Nasdaq have adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which require listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. In accordance with these final rules, our compensation committee approved a Compensation Recovery
19
Policy that provides for recoupment of certain cash and equity-based incentive compensation paid to current and former executive officers of the Company in the event of an accounting restatement of the Company’s financial statements.
Insider Trading Policy Prohibitions and Hedging Policy
Our company maintains an Insider Trading Policy that prohibits our officers, directors, employees and designated consultants and contractors who in the course of the performance of their duties have access to material, nonpublic information regarding the Company from engaging in the following transactions:
Director Compensation
Under our director compensation program, we pay our non-employee directors both cash and equity retainers. During fiscal year 2023, John Valliant, Ph.D., our Chief Executive Officer, served as a member of our board of directors, as well as an employee, and received no additional compensation for his services as a director. See the section entitled “Executive Compensation” for more information about Dr. Valliant’s compensation for fiscal year 2023.
Dr. Preston, who will remain a non-voting observer on our board through the 2024 Annual Meeting, will receive $20,000 paid quarterly for her services.
Each non-employee director receives a cash retainer for service on the board of directors and for service on each committee of which the director is a member. The chairperson of the board and of each committee receives a higher retainer for such service. These fees are payable quarterly in arrears. The fees paid in 2023 to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member were as follows:
|
|
Member Annual Fee |
|
|
Chairperson Annual Fee |
|
||
Board of Directors |
|
$ |
40,000 |
|
|
$ |
65,000 |
|
Audit Committee |
|
|
7,500 |
|
|
|
15,000 |
|
Compensation Committee |
|
|
5,000 |
|
|
|
10,000 |
|
Nominating and Corporate Governance Committee |
|
|
4,000 |
|
|
|
8,000 |
|
Research and Development Committee |
|
|
5,000 |
|
|
|
10,000 |
|
No other changes were made to the fees paid for service on our board of directors in 2023 or any committee thereof.
Under our director compensation program, upon their initial election to the board of directors, each non-employee director receives an option to purchase 34,000 common shares, which initial option vests ratably in 36 equal monthly installments, subject to continued service as a director through the applicable vesting dates, and becomes exercisable in full upon a change in control of our company. Further, on the date of the first board meeting held after each annual meeting of shareholders, each non-employee director receives an option to purchase 17,000 common shares. Each of these options vests on the earlier of: (i) the first anniversary of the grant date or the next annual meeting of shareholders, or (ii) upon a change in control of our company, both subject to the non-employee director’s continued service as a director. The exercise price of these options equals the fair market value of our common shares on the date of grant.
This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our shareholders.
20
We reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending board of directors and committee meetings. The following table sets forth information regarding compensation earned by our non-employee directors during the year ended December 31, 2023.
Director Compensation for 2023
Name |
|
Fees Earned or Paid |
|
|
Option Awards |
|
|
Total ($) |
|
|||
Jeremy Bender, Ph.D., M.B.A. (3) |
|
$ |
10,625 |
|
|
$ |
91,263 |
|
|
$ |
101,888 |
|
Donald Bergstrom, M.D. (4) |
|
|
50,000 |
|
|
|
48,489 |
|
|
|
98,489 |
|
Teresa Bitetti, M.B.A. (5) |
|
|
12,396 |
|
|
|
91,263 |
|
|
|
103,659 |
|
Pablo Cagnoni, M.D. (6) |
|
|
55,000 |
|
|
|
48,489 |
|
|
|
103,489 |
|
Johan Christenson, M.D, Ph.D. (7) |
|
|
34,375 |
|
|
|
— |
|
|
|
34,375 |
|
Barbara Duncan (8) |
|
|
78,000 |
|
|
|
48,489 |
|
|
|
126,489 |
|
Steven Gannon (9) |
|
|
59,750 |
|
|
|
48,489 |
|
|
|
108,239 |
|
Chau Khuong (10) |
|
|
39,340 |
|
|
|
48,489 |
|
|
|
87,829 |
|
Philina Lee, Ph.D. (11) |
|
|
49,000 |
|
|
|
48,489 |
|
|
|
97,489 |
|
David Meek (12) |
|
|
11,215 |
|
|
|
91,263 |
|
|
|
102,478 |
|
Heather Preston, M.D. (13) |
|
|
46,771 |
|
|
|
48,489 |
|
|
|
95,260 |
|
Name |
|
Grant Date |
|
|
Number of Shares |
|
|
Grant Date Fair |
|
|||
Jeremy Bender, Ph.D., M.B.A. |
|
10/16/2023 |
|
|
|
34,000 |
|
|
|
91,263 |
|
|
Donald Bergstrom, M.D. |
|
6/14/2023 |
|
|
|
17,000 |
|
|
|
48,489 |
|
|
Teresa Bitetti, M.B.A. |
|
10/16/2023 |
|
|
|
34,000 |
|
|
|
91,263 |
|
|
Pablo Cagnoni, M.D. |
|
6/14/2023 |
|
|
|
17,000 |
|
|
|
48,489 |
|
|
Johan Christenson, M.D, Ph.D. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Barbara Duncan |
|
6/14/2023 |
|
|
|
17,000 |
|
|
|
48,489 |
|
|
Steven Gannon |
|
6/14/2023 |
|
|
|
17,000 |
|
|
|
48,489 |
|
|
Chau Khuong |
|
6/14/2023 |
|
|
|
17,000 |
|
|
|
48,489 |
|
|
Philina Lee, Ph.D. |
|
6/14/2023 |
|
|
|
17,000 |
|
|
|
48,489 |
|
|
David Meek |
|
10/16/2023 |
|
|
|
34,000 |
|
|
|
91,263 |
|
|
Heather Preston, M.D. |
|
6/14/2023 |
|
|
|
17,000 |
|
|
|
48,489 |
|
|
21
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table contains information about our equity compensation plans as of December 31, 2023. In addition, from time to time, we may grant “inducement grants” pursuant to Nasdaq Listing Rule 5635(c)(4).
Equity Compensation Plan Information
Plan Category |
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
|
Weighted-average exercise price of outstanding options, warrants and rights |
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|
|
|||
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
|||
Equity compensation plans approved by security holders |
|
|
11,220,085 |
|
(1) |
$ |
6.33 |
|
|
|
3,096,024 |
|
(2) |
Equity compensation plans not approved by security holders(3) |
|
|
3,104,730 |
|
|
|
4.59 |
|
|
|
0 |
|
|
Total |
|
|
14,324,815 |
|
|
$ |
5.96 |
|
|
|
3,096,024 |
|
|
Security Ownership of Certain Beneficial Owners and Management
Unless otherwise provided below, the following table sets forth information regarding beneficial ownership of our common shares as of April 3, 2024 by:
22
Beneficial ownership is determined in accordance with SEC rules. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include common shares issuable upon the exercise of stock options that are immediately exercisable or exercisable within 60 days after April 3, 2024. Except as otherwise indicated, all of the shares reflected in the table are common shares and all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial ownership for any other purpose.
The column entitled “Percentage of Shares Beneficially Owned” is based on a total of 84,865,021 of our common shares outstanding as of April 3, 2024. Except as otherwise indicated in the footnotes below, the address of the beneficial owner is c/o Fusion Pharmaceuticals, Inc., 270 Longwood Road South, Hamilton, Ontario, Canada L8P 0A6.
|
|
Number of Common |
|
|
Percentage of |
|
||
5% or Greater Shareholders |
|
|
|
|
|
|
||
Entities affiliated with Federated Hermes, Inc. (1) |
|
|
10,811,153 |
|
|
|
12.74 |
% |
Entities affiliated with Avidity Capital (2) |
|
|
6,500,328 |
|
|
|
7.66 |
% |
Entities affiliated with Deerfield Mgmt, L.P. (3) |
|
|
6,401,000 |
|
|
|
7.54 |
% |
FMR LLC (4) |
|
|
5,313,294 |
|
|
|
6.26 |
% |
Perceptive Advisors LLC (5) |
|
|
4,737,194 |
|
|
|
5.58 |
% |
Directors, Named Executive Officers and Other Executive Officers |
|
|
|
|
|
|
||
John Valliant, Ph.D. (6) |
|
|
3,172,756 |
|
|
|
3.62 |
% |
John Crowley (7) |
|
|
750,039 |
|
|
* |
|
|
Mohit Rawat (8) |
|
|
340,908 |
|
|
* |
|
|
Jeremy Bender, Ph.D., M.B.A. (9) |
|
|
6,611 |
|
|
* |
|
|
Donald Bergstrom, M.D., Ph.D. (10) |
|
|
68,000 |
|
|
* |
|
|
Teresa Bitetti, M.B.A. (11) |
|
|
6,611 |
|
|
* |
|
|
Pablo Cagnoni, M.D. (12) |
|
|
205,011 |
|
|
* |
|
|
Barbara Duncan (13) |
|
|
64,000 |
|
|
* |
|
|
Steven Gannon (14) |
|
|
261,411 |
|
|
* |
|
|
Philina Lee, Ph.D. (15) |
|
|
64,000 |
|
|
* |
|
|
David Meek (16) |
|
|
6,611 |
|
|
* |
|
|
All executive officers and directors as a group (14 persons) |
|
|
6,302,194 |
|
|
|
6.95 |
% |
* Represents beneficial ownership of less than 1% of our outstanding common shares.
23
24
Other than the compensation agreements and other arrangements described in “Executive Compensation” and elsewhere in this Amendment No. 1 and the relationships and transactions described below, since January 1, 2022, there was no transaction or series of transactions to which we were or will be a party in which:
Share Issuance in Connection with Rainier Asset Purchase Agreement
In March 2020, we entered into an asset purchase agreement with Rainier Therapeutics, Inc. (f/k/a BioClin Therapeutics, Inc.), or Rainier, or as amended, the APA, and a share purchase agreement with Rainier, or the SPA, pursuant to which we acquired substantially all the assets of Rainier. As partial consideration for the transaction, we paid an upfront cash payment of $1.0 million. As a result of the closing of the transaction, in July 2021, we paid an additional $3.5 million and issued 313,359 of our common shares to certain of Rainier’s shareholders, including 22,303 of our common shares to HealthCap IV LP. In the future, we may owe HealthCap IV LP additional cash and equity consideration upon the achievement of specified development and regulatory milestones as set forth in the APA. Dr. Christenson, who was a member of our board of directors, serves as a partner of HealthCap Advisor AB, which oversees several funds, including HealthCap IV LP. In May 2023, we announced that we ceased development of FPI-1966, the primary asset we acquired from Rainier. In October 2023, Dr. Christianson resigned from our board of directors.
Agreements with the CPDC
We have entered into a Master Services Agreement and a Supply Agreement with the CPDC under which the CPDC provides products and services to us, including preclinical and manufacturing services, administrative support services, access to laboratory facilities and laboratory technicians and products for human safety and efficacy clinical trials. In connection with the Supply Agreement, we pay the CPDC $0.2 million per quarter, plus fees for production, packaging and distribution of products supplied to us. In connection with the Master Services Agreement, we pay the CPDC periodically pursuant to the amounts set forth in each work order. During the years ended December 31, 2022 and 2023, we made payments to the CPDC in connection with the services described above of $1.8 million and $0, respectively. We also entered into a transition services agreement with the CPDC on June 1, 2021 in connection with our manufacturing facility in Hamilton, Ontario pursuant to which we have paid the CPDC $2.5 million for services relating to certain aspects of the validation of the manufacturing facility which is currently under construction. John Valliant, our Chief Executive Officer, is the founder and a member of the board of directors of the CPDC. In August 2022, the CPDC transferred and assigned the Master Services Agreement and the Supply Agreement to a third-party commercial development and manufacturing organization known as AtomVie, which is not a related party. Dr. Valliant received non-voting shares in AtomVie, but has no control over AtomVie nor is in any other way affiliated with AtomVie.
Policies and Procedures for Related Person Transactions
Our board of directors reviews and approves transactions with directors, officers and holders of five percent or more of our voting securities and their affiliates, each a related party. In connection with our initial public offering, we adopted a formal written policy that our executive officers, directors, holders of more than five percent of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, holders of more than five percent of any class of our voting securities, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to our audit committee, including, but not limited to, whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. All of the transactions described in this section were entered into prior to the adoption of this policy.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers.
25
Item 14. Principal Accountant Fees and Services.
Principal Accounting Fees and Services
PricewaterhouseCoopers LLP audited our financial statements for the year ended December 31, 2023. Our shareholders are being asked to confirm at the annual meeting the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
The following table summarizes the fees of PricewaterhouseCoopers LLP billed or expected to be billed to us for each of the last two fiscal years.
Fee Category |
|
2023 |
|
|
2022 |
|
||
Audit Fees (1) |
|
$ |
847,000 |
|
|
$ |
901,000 |
|
Audit-Related Fees (2) |
|
|
— |
|
|
|
— |
|
Tax Fees (3) |
|
|
160,576 |
|
|
|
209,068 |
|
All Other Fees (4) |
|
|
900 |
|
|
|
3,250 |
|
Total Fees |
|
$ |
1,008,476 |
|
|
$ |
1,113,318 |
|
All such accountant services and fees were pre-approved by our audit committee in accordance with the “Audit Committee Pre-Approval Policies and Procedures” described below.
Audit Committee Pre-Approval Policies and Procedures
Our audit committee has adopted procedures requiring the pre-approval of all audit and non-audit (including tax) services that are to be performed by our independent registered public accounting firm in order to assure that these services do not impair the auditor’s independence. These procedures generally approve the performance of specific services subject to a cost limit for all such services. This general approval is to be reviewed, and if necessary modified, at least annually. Management must obtain the specific prior approval of the audit committee for each engagement of our independent registered public accounting firm to perform any other audit or non-audit services. The audit committee does not delegate its responsibility to approve services performed by our independent registered public accounting firm to any member of management.
The standard applied by the audit committee in determining whether to grant approval of any type of non-audit service, or of any specific engagement to perform a non-audit service, is whether the services to be performed, the compensation to be paid therefor and other related factors are consistent with the independent registered public accounting firm’s independence under guidelines of the SEC and applicable professional standards. Relevant considerations include whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of our financial statements, whether the independent registered public accounting firm would be functioning in the role of management or in an advocacy role, whether the independent registered public accounting firm’s performance of the service would enhance our ability to manage or control risk or improve audit quality, whether such performance would increase efficiency because of the independent registered public accounting firm’s familiarity with our business, personnel, culture, systems, risk profile and other factors, and whether the amount of fees involved, or the non-audit services portion of the total fees payable to the independent registered public accounting firm in the period would tend to reduce the independent registered public accounting firm’s ability to exercise independent judgment in performing the audit.
All of the services rendered by PricewaterhouseCoopers LLP with respect to the 2023 and 2022 fiscal years were pre-approved by the audit committee in accordance with this policy.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(3) Exhibits
The following is a list of exhibits filed as part of this Amendment No. 1:
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Description |
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2.1†^ |
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3.1 |
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3.2 |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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10.1# |
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10.2# |
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10.3# |
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10.4# |
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10.5 |
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10.6 |
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10.7# |
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10.8# |
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10.9# |
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10.10# |
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10.11# |
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10.12# |
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10.13# |
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10.14# |
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10.15 |
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10.16 |
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10.17 |
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10.18 |
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10.19† |
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10.20† |
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10.21† |
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10.22† |
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10.23† |
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10.24† |
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10.25† |
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10.26† |
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10.27 |
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10.28† |
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10.29† |
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10.30## |
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10.31## |
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10.32## |
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10.33## |
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10.34† |
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19.1 |
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21.1 |
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23.1 |
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31.1 |
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31.2 |
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31.3* |
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31.4* |
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32.1 |
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32.2 |
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97.1 |
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99.1 |
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101.INS |
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Inline XBRL Instance Document (the instance does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
† Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission.
# Indicates management contract or compensatory plan or arrangement.
## The representations and warranties contained in this agreement were made only for purposes of the transactions contemplated by the agreement as of specific dates and may have been qualified by certain disclosures between the parties and a contractual standard of materiality different from those generally applicable under securities laws, among other limitations. The representations and warranties were made for purposes of allocating contractual risk between the parties to the agreement and should not be relied upon as a disclosure of factual information relating to the Company, the Investors or the transactions contemplated by the agreement.
^ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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FUSION PHARMACEUTICALS INC. |
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Date: April 12, 2024 |
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By: |
/s/ John Valliant |
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John Valliant |
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Chief Executive Officer |
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