UNITED STATES
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PROXY STATEMENT
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Definitive Proxy Statement |
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Notice of 2024 Meeting of Stockholders and Proxy Statement
life more humann.® |
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MANNKIND CORPORATION 1 Casper Street, Danbury, Connecticut 06810 (818) 661-5000 |
NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
To Be Held On Wednesday, May 15, 2024
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of MannKind Corporation, a Delaware corporation (“MannKind”). The meeting will be held live via the Internet on Wednesday, May 15, 2024 at 10:00 a.m. U.S. Eastern Time. To attend, please visit www.virtualshareholdermeeting.com/MNKD2024. You will not be able to attend the Annual Meeting in person. The Annual Meeting will consider the following matters:
These items of business are more fully described in the proxy statement accompanying this notice.
The record date for the Annual Meeting is March 18, 2024. Only stockholders of record on that date may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors |
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David B. Thomson |
Executive Vice President, General Counsel and Secretary |
Danbury, Connecticut
April 5, 2024
You are cordially invited to attend the meeting via the Internet. Whether or not you expect to attend the meeting, please vote by proxy pursuant to the instructions set forth herein as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote live if you attend the meeting via the Internet. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
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Proxy Statement |
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MANNKIND CORPORATION
1 Casper Street
Danbury, Connecticut 06810
(818) 661-5000
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To be held on May 15, 2024
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a notice regarding the availability of proxy materials on the Internet?
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (sometimes referred to as the “Board”) of MannKind Corporation (sometimes referred to as “we,” “us,” the “Company” or “MannKind”) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”), including any adjournments or postponements of the Annual Meeting. This year’s Annual Meeting will be held entirely via the Internet. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting via the Internet to vote your shares. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.
The Notice will be mailed on April 5, 2024 to our stockholders of record entitled to vote at the Annual Meeting.
Will I receive any other proxy materials by mail?
We may send you a proxy card, along with a second Notice, ten days after mailing the first Notice.
Why are we holding a virtual Annual Meeting?
In recent years we have implemented a virtual format for our Annual Meeting, which is conducted via live audio webcast and online stockholder tools. Our experience has been that a virtual format helps to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world at no cost (other than any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies). A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money. We also believe that the online tools we have selected increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our Board of Directors or management. During the Annual Meeting, we are able to answer questions submitted during the Annual Meeting and address those asked in advance, to the extent relevant to the business of the Annual Meeting. We do not intend to post questions received during the Annual Meeting on our website.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 18, 2024 (the “record date”) will be entitled to vote at the Annual Meeting. On this record date, there were 270,679,296 shares of common stock outstanding and entitled to vote. A list of MannKind's stockholders of record will be open for examination by any stockholder beginning ten days prior to the Annual Meeting at our principal executive office located at 1 Casper Street, Danbury, Connecticut 06810. If you would like to view the list, please contact our Corporate Secretary to schedule an appointment by calling (818) 661-5000 or writing to him at the address above. In addition, the list will be available for inspection by stockholders on the virtual meeting website during the Annual Meeting.
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Stockholder of Record: Shares Registered in Your Name
If on the record date your shares were registered directly in your name with MannKind’s transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote live at the meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy pursuant to the instructions set forth below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares live at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.
What am I voting on?
Management is presenting the following three proposals for stockholder vote:
Proposal 1. Election of Nine Directors
The first proposal to be voted on is the election of our nine nominees named herein as directors for a one-year term ending at our 2025 Annual Meeting of Stockholders. The Board has nominated these nine people as directors. You may find information about these nominees, as well as information about MannKind’s Board of Directors and its committees, director compensation and other related matters beginning on page 7.
You may vote “For” all the nominees, “Withhold” your votes as to all nominees or “Withhold” your votes as to specific nominees.
The Board of Directors unanimously recommends a vote FOR all the director nominees named in Proposal 1.
Proposal 2. Advisory Vote on Executive Compensation
The second proposal to be voted on is an advisory vote regarding the compensation of the Company’s named executive officers as described in this proxy statement, including the disclosures under “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion following the compensation tables. You may find information about this proposal beginning on page 20.
You may vote “For” or “Against” the proposal or “Abstain” from voting on the proposal.
The Board of Directors unanimously recommends a vote FOR Proposal 2.
Proposal 3. Ratification of Selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
The third proposal to be voted on is the ratification of the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. It is expected that representatives of Deloitte & Touche LLP will attend the Annual Meeting and be available to make a statement or respond to appropriate questions. You may find information about this proposal beginning on page 22.
You may vote “For” or “Against” the proposal or “Abstain” from voting on the proposal.
The Board of Directors unanimously recommends a vote FOR Proposal 3.
What if another matter is properly brought before the Annual Meeting?
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.
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How do I vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote live at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote live if you have already voted by proxy.
Voting at the Annual Meeting and Internet proxy voting have procedures designed to ensure the authenticity and correctness of your vote or voting instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from Internet access providers and telephone companies.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from MannKind. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote live at the Annual Meeting, follow the instructions after logging into the meeting website.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you owned as of the record date.
What if I return a proxy card or otherwise vote by proxy but do not make specific choices?
If you voted by proxy without marking any voting selections, your shares will be voted “For” the election of each of the nine nominees for director listed in Proposal 1, “For” the advisory vote on executive compensation as provided in Proposal 2, and “For” the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 as provided in Proposal 3. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies.
In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions with respect to each Notice to ensure that all of your shares are voted. Similarly, if you are a stockholder of record and you receive more than one Notice, your shares are registered in more than one name. Please follow the voting instructions with respect to each Notice to ensure that all of your shares are voted.
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Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any one of the following ways:
Your most current proxy, whether submitted by proxy card, telephone or Internet, is the one that is counted.
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count, with respect to the proposal to elect directors, votes “For,” “Withhold” and broker non-votes; and with respect to other proposals, “For” and “Against” votes, abstentions and, if applicable, broker non-votes. Abstentions will be counted towards the vote total for each proposal, except with respect to the election of directors, and will have the same effect as “Against” votes. Broker non-votes will have no effect and will not be counted towards the vote total for any proposal.
What are “broker non-votes”?
Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name (shares are held by your broker as your nominee), the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If you do not give instructions to your broker, your broker can vote your shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange, “non-routine” matters are generally those involving a matter that may substantially affect the rights or privileges of stockholders, such as mergers or stockholder proposals, election of directors (even if not contested) and executive compensation, including stockholder advisory votes on executive compensation. Proposals 1 and 2, regarding the election of directors and the advisory vote regarding executive compensation, respectively, are non-routine matters. Proposal 3 to ratify Deloitte & Touche LLP as our independent registered public accounting firm is a routine matter.
How many votes are needed to approve each proposal?
For the election of directors, the nine nominees receiving the most “For” votes (among votes properly cast at the meeting or by proxy) will be elected. Only votes “For” will affect the outcome. Only the nine nominees named herein have been properly nominated for election as directors.
Proposals 2 and 3 regarding approval, on an advisory basis, of the compensation of the Company’s named executive officers and ratification of the Audit Committee’s selection of the independent registered public accounting firm, respectively, must receive a “For” vote from the majority of shares present and entitled to vote generally on the subject matter either at the meeting or by proxy in order to be approved. If you abstain from voting on either of these proposals, it will have the same effect as an “Against” vote. Broker non-votes, if any, will have no effect.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented by stockholders present at the Annual Meeting or by proxy. On the record date, there were 270,679,296 shares outstanding and entitled to vote. Thus, 135,339,649 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.
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Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote live at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chair of the Annual Meeting or a majority of the votes present at the Annual Meeting may adjourn the meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a current report on Form 8-K that we expect to file no later than four business days following the date of the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K on or before such date, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
When are stockholder proposals due for next year’s annual meeting?
To be considered for inclusion in MannKind’s proxy material for next year’s annual meeting, your proposal must be submitted in writing by December 6, 2024 to Attn: Corporate Secretary, MannKind Corporation, 1 Casper Street, Danbury, Connecticut 06810. If you wish to submit a proposal (including a director nomination) that is not to be included in MannKind’s proxy materials, you must do so not earlier than January 15, 2025 and not later than February 14, 2025. You are also advised to review the Company’s Amended and Restated Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide in their notice any additional information required by Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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FORWARD-LOOKING STATEMENTS
These proxy materials contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations and involve risks and uncertainties. No forward-looking statement can be guaranteed and actual results may differ materially from those stated or implied by forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, except as required under applicable law. Forward-looking statements should be evaluated together with the many risks and uncertainties that affect our business, particularly those mentioned under the “Risk Factors” heading of our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.
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Proposal 1 |
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ELECTION OF DIRECTORS
Our Board currently consists of nine directors. There are nine nominees for director this year, all of whom were nominated by our Board, consisting of our incumbent directors. Each director to be elected will hold office until the next annual meeting of stockholders and until his or her successor is elected, or until the director’s earlier death, resignation or removal. All nominees listed below are currently our directors and were previously elected by our stockholders at the 2023 Annual Meeting of Stockholders. It is our policy that directors are invited and expected to attend annual meetings. All of our directors attended the 2023 Annual Meeting of Stockholders.
Directors are elected by a plurality of the votes properly cast at the Annual Meeting or by proxy. The nine nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nine nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares may be voted for the election of a substitute nominee proposed by our Nominating and Corporate Governance Committee. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.
We believe that we have an accomplished slate of nominees, with diversity of thought, experience, perspective and skills beneficial to the Company. All nominees except Mr. Castagna are independent. The average tenure of our directors is approximately 10.6 years, which includes three directors that have an extensive history with the Company and three directors that have joined the Board within the last 4.3 years. We believe that a mix of service lengths is beneficial to the overall functioning of the Board.
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NOMINEES FOR DIRECTOR
The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led our Board of Directors to conclude that each nominee should serve as a member of the Board.
JAMES S. SHANNON, M.D., MRCP (UK) |
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Chair of the Board of Directors Member, Compensation Committee |
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Age: 67 Director since: 2015 |
The Board believes that Dr. Shannon’s business experience and his extensive experience in drug development, combined with his business acumen and judgment provide our Board with valuable scientific and operational expertise and leadership and qualify him to serve on our Board of Directors. |
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James S. Shannon, M.D. rejoined our Board in May 2015 after previously serving as a director from February 2010 until April 2012. Dr. Shannon was appointed Chairman of the Board of Directors in December 2020. From May 2012 until his retirement in April 2015, Dr. Shannon was the Chief Medical Officer of GSK plc. He formerly held the position of Global Head of Pharma Development at Novartis AG, based in Basel, Switzerland from 2005 until 2008. After joining Sandoz in 1994 as Head of Drug Regulatory Affairs, Dr. Shannon led the Integration Office for R&D overseeing the creation of the Novartis R&D group from those of Ciba-Geigy Ltd and Sandoz. Following the merger, he was appointed Head of the Cardiovascular Strategic Team and subsequently became Global Head of Project and Portfolio Management before being appointed Global Head of Clinical Development and Medical Affairs in 1999, a position that he held until 2005 when he was appointed to Head Pharma Development. Between 2008 and joining GSK, Dr. Shannon served on the boards of a number of companies, including Biotie, Circassia, Crucell and Endocyte. He also sat on the board of Cerimon Pharmaceuticals where he held the position of interim Chief Executive Officer and President from January 2009 until April 2010. Dr. Shannon served on the boards of Immodulon Therapeutics Limited from July 2015 until December 2021 and Horizon Therapeutics from August 2017 until October 2023. He is currently chairman of the board of Kyowa Kirin (NA) Inc. since July 2019, and has served on the boards of ProQR Therapeutics NV since June 2016 and Leyden Labs since September 2020. He first entered the pharmaceutical industry in 1987 joining Sterling Winthrop Inc., working initially in Europe and subsequently in the USA, where he held positions of increasing responsibility in the management of research and development ultimately serving as Senior Vice-President, Clinical Development. Dr. Shannon is trained in Medicine and Cardiology. He received his undergraduate and postgraduate degrees at Queen’s University of Belfast and is a Member of the Royal College of Physicians (UK). |
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MICHAEL E. CASTAGNA, PHARM.D. |
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Director Chief Executive Officer |
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Age: 47 Director since: 2017 |
The Board believes that Dr. Castagna’s knowledge and extensive experience with commercial pharmaceutical companies, combined with his business acumen and judgment, provide our Board with valuable operational expertise and leadership and qualify him to serve on our Board of Directors. |
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Michael E. Castagna, Pharm.D. has served as our Chief Executive Officer and as one of our directors since May 2017 and was our Chief Commercial Officer from March 2016 until May 2017. From November 2012 until he joined us, Dr. Castagna was at Amgen, Inc., where he initially served as Vice President, Global Lifecycle Management, and was most recently Vice President, Global Commercial Lead for Amgen’s Biosimilar Business Unit. From 2010 to 2012, he was Executive Director, Immunology, at Bristol-Myers Squibb Company (“BMS”). Before BMS, Dr. Castagna served as Vice President and Head, Biopharmaceuticals, North America, at Sandoz, a division of Novartis. Beginning in 1997, he held positions with commercial or medical affairs responsibilities at EMD (Merck) Serono, Pharmasset and DuPont Pharmaceuticals. He received his pharmacy degree from the University of the Sciences-Philadelphia College of Pharmacy, a Pharm.D. from Massachusetts College of Pharmacy & Sciences and an MBA from The Wharton School of Business at the University of Pennsylvania. |
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RONALD J. CONSIGLIO |
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Director Chair, Audit Committee Member, Nominating and Corporate Governance Committee |
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Age: 80 Director since: 2003 |
The Board believes that Mr. Consiglio’s knowledge and understanding of accounting and finance, his experience as a board member and executive officer at financial services firms, combined with his business acumen and judgment provide our Board with valuable accounting, financial and operational expertise and leadership and qualify him to serve on our Board of Directors. Mr. Consiglio meets the requirements of an SEC designated Audit Committee Financial Expert. |
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Ronald J. Consiglio has been one of our directors since October 2003. Since 1999, Mr. Consiglio has been the Managing Director of Synergy Trading, a securities-trading partnership. From 1999 to 2001, Mr. Consiglio was Executive Vice President and Chief Financial Officer of Trading Edge, Inc., a national automated bond-trading firm. From January 1993 to 1998 Mr. Consiglio served as Chief Executive Officer of Angeles Mortgage Investment Trust, a publicly traded Real Estate Investment Trust. His prior experience includes serving as Senior Vice President and Chief Financial Officer of Cantor Fitzgerald & Co. and as a member of its board of directors. Mr. Consiglio has served as a member of the board of trustees for the Metropolitan West Funds since 2003. Mr. Consiglio served as a certified public accountant for over 17 years and was a partner in the international accounting firm of Deloitte & Touche LLP. He holds a bachelor’s degree in accounting from California State University at Northridge.
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MICHAEL A. FRIEDMAN, M.D. |
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Director Chair, Nominating and Corporate Governance Committee Member, Compensation Committee |
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Age: 80 Director since: 2003 |
The Board believes Dr. Friedman’s business experience, including his experience as an executive officer at biopharmaceutical companies and a leading clinical and research center specializing in cancer and diabetes, and his service at the Food and Drug Administration, combined with his business acumen and judgment provide our Board with valuable scientific and operational expertise and leadership and qualify him to serve on our Board of Directors. |
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Michael A. Friedman, M.D. has been one of our directors since December 2003. In 2014, Dr. Friedman completed a decade of service as the President and Chief Executive Officer of the City of Hope National Medical Center. Previously, from September 2001 until April 2003, Dr. Friedman held the position of Senior Vice President of Research and Development, Medical and Public Policy, for Pharmacia Corporation and, from July 1999 until September 2001, was a Senior Vice President of Searle, a subsidiary of Monsanto Company. From 1995 until June 1999, Dr. Friedman served as Deputy Commissioner for Operations for the Food and Drug Administration, and was Acting Commissioner and Lead Deputy Commissioner from 1997 to 1998. He served on the board of Celgene Corporation from February 2011 to December 2019 and on the board of Smith & Nephew plc from April 2013 to April 2019. Dr. Friedman received a Bachelor of Arts degree, magna cum laude, from Tulane University, New Orleans, Louisiana, and a doctorate in medicine from the University of Texas, Southwestern Medical School. |
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JENNIFER GRANCIO |
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Director Member, Audit Committee |
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Age: 52 Director since: 2020 |
The Board believes that Ms. Grancio’s business acumen and judgment including her service on other public company boards, provide our Board with valuable operational expertise and leadership and qualify her to serve on our Board of Directors. |
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Jennifer Grancio has been one of our directors since March 2020. Since October 2023, Ms. Grancio has been the Global Head of Wealth at the TCW Group. From October 2020 until October 2023, Ms. Grancio served as the Chief Executive Officer of Engine No. 1, an impact investment firm. From November 2018 until October 2020, she consulted through Grancio Capital, where she worked with CEOs to accelerate high-growth company success. From 1999 to 2018, she served as a founder and executive with BlackRock’s iShares business, where she spearheaded the distribution of iShares in the United States and Europe and acted as the Global Head of Marketing and Partnerships for BlackRock’s index business. Prior to BlackRock, she was a senior associate with PricewaterhouseCoopers, a management consulting firm. Ms. Grancio serves as a board member for Ethic Inc., a sustainable investing firm, and for Harvest Savings & Wealth Technologies, Inc. She is also on the advisory boards of Say Technologies LLC and m+ funds (from Alaia Capital, LLC). Ms. Grancio earned a bachelor’s degree in economics and international relations from Stanford University, and an MBA degree in strategy and finance from Columbia Business School. |
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ANTHONY HOOPER |
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Director Member, Audit Committee and Compensation Committee |
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Age: 69 Director since: 2020 |
The Board believes that Mr. Hooper’s business experience, his extensive experience in drug commercialization and his service on other public company boards, combined with his business acumen and judgment, provide our Board with valuable operational expertise and leadership and qualify him to serve on our Board of Directors. |
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Anthony Hooper has been one of our directors since January 2020. He is also a director of BeiGene, Ltd. and Amplity Health. Mr. Hooper served as executive vice president of Global Commercial Operations for Amgen Inc. from Oct 2011 until August 2018. Prior to joining Amgen, Mr. Hooper spent more than 15 years at BMS. His last role there was Senior Vice President, Global Commercial Operations and president of the company’s pharmaceutical business in the Americas, Japan and intercontinental regions. Previously, he was Assistant Vice President of Global Marketing for Wyeth Laboratories and led the international marketing group for Lederle International. Mr. Hooper earned law and MBA degrees from the University of South Africa. |
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SABRINA KAY, ED.D. |
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Director Member, Audit Committee |
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Age: 61 Director since: 2020 |
The Board believes that Dr. Kay’s business acumen and judgment provide our Board with valuable operational expertise and leadership and qualify her to serve on our Board of Directors. |
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Sabrina Kay has been a member of our Board of Directors since December 2020. Currently, Dr. Kay serves as Founder and CEO of Fremont Private Investments, where she has led the operations and exits of several companies including The Art Institute of Hollywood (sold to Education Management Corp.), Premier Business Bank (sold to First Foundation Inc.), Fashion Umbrella, Fremont College, and Dale Carnegie of Los Angeles. Dr. Kay currently serves on the boards of East West Bank (NASDAQ: EWBC) and Hagerty (NYSE:HGTY). She is also a philanthropist, having served on more than 30 charitable and civic boards, including the Los Angeles Sports and Entertainment Commission, Petersen Automotive Museum, Portal Schools, the Leadership Council of International Medical Corps Leadership Council, the Board of Leaders of USC Marshall School of Business and After-School All-Stars Los Angeles, which she chairs. Dr. Kay received Ed.D. and M.Sc. degrees in education from the University of Pennsylvania. She also holds an MBA from the University of Southern California. |
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KENT KRESA |
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Director Chair, Compensation Committee Member, Nominating and Corporate Governance Committee |
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Age: 86 Director since: 2004 |
The Board believes that Mr. Kresa’s business experience, including his experience as a director and executive officer of Northrop Grumman, and his service on other public company boards, combined with his business acumen and judgment provide our Board with valuable operational expertise and leadership and qualify him to serve on our Board of Directors. |
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Kent Kresa has been a member of our Board of Directors since June 2004 and served as Chairman of the Board from February 2017 until December 2020. From November 2011 until his appointment as our Chairman, Mr. Kresa served on our Board of Directors as our lead independent director. Mr. Kresa is Chairman Emeritus of Northrop Grumman Corporation, a defense company, and from September 1990 until October 2003, he was also its Chairman. He also served as Chief Executive Officer of Northrop Grumman Corporation from January 1990 until March 2003 and as its President from 1987 until September 2001. From 2003 to August 2010, Mr. Kresa served as a director of General Motors Company (or its predecessor). Mr. Kresa has also served on the boards of Fluor Corporation and Avery Dennison Corporation. Mr. Kresa has been a member of the Caltech Board of Trustees since 1994 and also serves on the boards of several non-profit organizations. As a graduate of Massachusetts Institute of Technology, he received a B.S. in 1959, an M.S. in 1961, and an E.A.A. in 1966, all in aeronautics and astronautics.
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CHRISTINE MUNDKUR |
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Director Member, Audit Committee and Nominating and Corporate Governance Committee |
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Age: 55 Director since: 2018 |
The Board believes that Ms. Mundkur’s business experience, including her experience as chair of the board and chief executive officer at a pharmaceutical company developing inhaled drugs, combined with her business acumen and judgment provide our Board with valuable operational expertise and leadership and qualify her to serve on our Board of Directors. |
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Christine Mundkur has been one of our directors since November 2018. Ms. Mundkur most recently served as Chief Executive Officer and non-voting Chairman of the Board of Directors for Impopharma Inc., a developer of complex formulations focused on inhaled pharmaceutical products, from February 2013 to February 2017. While at Impopharma, Ms. Mundkur led the transition of the company from a successful clinical research organization into a generic pharmaceutical inhalation development company. Her work included the internal development and filing of Abbreviated New Drug Applications for spray and inhalation products. Ms. Mundkur also previously served as President and Chief Executive Officer of the U.S. Division and Head of Commercial Operations for North America for Sandoz, Inc. from January 2009 to April 2010. She served as Chief Executive Officer of Barr Laboratories, Inc. from April 2008 to December 2008, where she started her career as quality and regulatory counsel in 1993. In addition, Ms. Mundkur has served as a strategic consultant advising several clients on global pharmaceutical business strategies. Ms. Mundkur currently serves on the board of directors of Cardinal Health Inc. and served on the board of directors of Lupin Limited from April 2019 through December 2022. Ms. Mundkur holds a J.D. from the St. Louis University School of Law and received her B.S. degree in chemistry from St. Louis University. |
||
REQUIRED VOTE AND BOARD OF DIRECTORS RECOMMENDATION
The nine nominees receiving the most “For” votes (among votes properly cast at the meeting or by proxy) will be elected. Only votes “For” will affect the outcome. Only the nine nominees named herein have been properly nominated for election as directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE ELECTION OF ALL DIRECTOR NOMINEES NAMED ABOVE
11
CORPORATE GOVERNANCE PRINCIPLES AND BOARD AND COMMITTEE MATTERS
Board Diversity
The Board Diversity Matrix, below, provides the diversity statistics for our Board of Directors as of March 18, 2024.
Board Diversity Matrix |
|||||||
Total Number of Directors |
9 |
||||||
|
Female |
|
Male |
|
Non-Binary |
|
Did Not |
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+ |
— |
|
— |
|
— |
|
— |
Did Not Disclose Demographic Background |
— |
|
— |
|
— |
|
1 |
Independence of the Board of Directors
As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Our Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect time to time.
Consistent with these considerations, after review of all relevant transactions or relationships between each director or any of his or her family members and the Company, its senior management and its independent auditors, the Board affirmatively has determined that all of the Company’s directors, other than Mr. Castagna, are independent within the meaning of the applicable Nasdaq listing standards. Mr. Castagna was determined not to be independent under applicable Nasdaq listing standards due to his position as an executive officer of our company. In making this determination, the Board found that none of the directors has a material or other disqualifying relationship with the Company.
Information Regarding the Board of Directors and its Committees
We are committed to maintaining the highest standards of business conduct and ethics. Our Board has adopted a Code of Business Conduct and Ethics and adheres to corporate governance guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The charters for various Board committees set forth the practices the Board will follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and board committees and compensation. Our Board adopted these measures to, among other things, reflect changes to the Nasdaq listing standards and SEC rules adopted to implement provisions of the Sarbanes-Oxley Act of 2002, as amended. Our Code of Business Conduct and Ethics, as well as the charters for each committee of the Board, may be viewed on our website at mannkindcorp.com/corporate-governance/.
Board Leadership Structure
Our Board is chaired by Dr. Shannon. As a general policy, our Board of Directors believes that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board as a whole. As such, Mr. Castagna serves as our Chief Executive Officer while Dr. Shannon serves as our Chair of the Board but is not an officer. We expect and intend the positions of Chair of the Board and Chief Executive Officer to continue to be held by separate individuals in the future. If in the future we conclude there is a compelling reason for the positions of Chair of the Board and Chief Executive Officer to be occupied by the same individual, we would expect to appoint one of our other directors to the position of lead independent director to help reinforce the independence of the Board from management.
12
Role of the Board in Risk Oversight
One of the key functions of our Board of Directors is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee has the responsibility to review our enterprise risk management process, to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including an annual review of specific risks and mitigating plans identified by management and guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee is also responsible for overseeing our cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. Our Compensation Committee reviews and approves individual and corporate performance goals, advises the Board regarding the adoption, modification, or termination of compensation plans and policies and assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Committees of the Board of Directors
The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. All three committees operate under written charters adopted by our Board, all of which are available on our website at mannkindcorp.com/corporate-governance/.
Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable rules and regulations regarding “independence” and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company. Below is a description of each committee.
Audit Committee
Our Audit Committee consists of Mr. Consiglio (Chair), Ms. Grancio, Mr. Hooper, Dr. Kay and Ms. Mundkur, each of whom is an independent member of our Board (as determined by our Board based on its annual review of the independence requirement of Audit Committee members provided in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards). Our Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act, to oversee the Company’s corporate accounting and financial reporting processes and audits of its financial statements. The functions of this committee include, among others:
13
The Board has determined that Mr. Consiglio qualifies as an “audit committee financial expert,” as that term is defined in applicable SEC rules. In making such determinations, the Board made a qualitative assessment of Mr. Consiglio’s level of knowledge and experience based on a number of factors, including his formal education and experience. Both our independent registered public accounting firm and internal financial personnel regularly meet privately with our Audit Committee and have unrestricted access to this committee. Our Audit Committee charter can be found on our corporate website at mannkindcorp.com/corporate-governance/. The Audit Committee met eight times during 2023. The report of the Audit Committee is included herein on page 24.
Compensation Committee
Our Compensation Committee consists of Mr. Hooper (Chair), Dr. Kay, Mr. Kresa and Dr. Shannon, each of whom is an independent member of our Board (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The functions of this committee include, among others:
None of the members of the Compensation Committee has ever been one of our officers or employees. During 2023, none of our executive officers served as a member of the Board of Directors or compensation committee of any other entity that had one or more executive officers who served on our Board of Directors or Compensation Committee.
Typically, the Compensation Committee meets at least quarterly and with greater frequency if necessary. The Compensation Committee met five times during 2023.
The processes and procedures of the Compensation Committee with respect to executive compensation are described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement. Our Compensation Committee charter can be found on our corporate website at mannkindcorp.com/corporate-governance/. The report of the Compensation Committee is included herein on page 50.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Ms. Grancio (Chair), Mr. Consiglio, Dr. Friedman and Ms. Mundkur, each of whom is an independent member of our Board (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The functions of this committee include, among others:
14
Our Nominating and Corporate Governance Committee charter can be found on our corporate website at mannkindcorp.com/corporate-governance/. The Nominating and Corporate Governance Committee met three times during 2023.
Consideration of Director Nominees
Director Qualifications
The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also considers such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Nominating and Corporate Governance Committee retains the discretion to modify these qualifications from time to time.
Evaluating Nominees for Director
The Nominating and Corporate Governance Committee reviews candidates for director nominees in the context of the current composition of the Board of Directors, the operating requirements of the Company and the long-term interests of the Company’s stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee would be independent, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee also considers diversity of gender, race, national origin, other self-identified diversity characteristics such as LGBTQ+, education, professional experience and differences in viewpoints and skills. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating and Corporate Governance Committee believe that it is important that directors represent diverse viewpoints. To this end, the Nominating and Corporate Governance Committee assesses diversity, including self-identified diversity characteristics, in connection with the annual nomination process as well as in new director searches.
The Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects one or more nominees for recommendation to the Board by majority vote. To date, the Nominating and Corporate Governance Committee has not paid a fee to any third party to assist in the process of identifying or evaluating director candidates.
Stockholder Nominations
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether a candidate was recommended by a stockholder or not. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board must do so by delivering at least 120 days prior to the anniversary date of the mailing of MannKind’s proxy statement for its last annual meeting of stockholders a written recommendation to the Nominating and Corporate Governance Committee, c/o MannKind Corporation, 1 Casper Street, Danbury, Connecticut 06810, Attn: Corporate Secretary. Each submission must set forth:
15
Each submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected.
Our policy regarding stockholder recommendations of director nominees can be found on our corporate website at mannkindcorp.com/corporate-governance/.
To date, the Nominating and Corporate Governance Committee has not received a timely nomination of a candidate for election as a director at any annual meeting from a stockholder or group of stockholders holding more than 5% of our voting stock.
Meetings of the Board of Directors
The Board met 11 times during the last fiscal year. Each director attended 75% or more of the aggregate number of the meetings of the Board, and of the committees on which he or she served, held during the period for which he or she was a director or committee member.
Executive Sessions
As required under applicable Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.
Stockholder Communications with the Board of Directors
The Company’s Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board or an individual director may send a written communication to the Board or such director c/o MannKind Corporation, 1 Casper Street, Danbury, Connecticut 06810, Attn: Corporate Secretary. Communications also may be sent by e-mail to the following address: board@mannkindcorp.com. Each communication must set forth the name and address of the MannKind stockholder on whose behalf the communication is sent. Each communication will be screened by MannKind’s Corporate Secretary to determine whether it is appropriate for presentation to the Board or such director. Examples of inappropriate communications include junk mail, mass mailings, product complaints, product inquiries, new product suggestions, resumes, job inquiries, surveys, business solicitations and advertisements, as well as unduly hostile, threatening, illegal, unsuitable, frivolous, patently offensive or otherwise inappropriate material. Communications determined by the Corporate Secretary to be appropriate for presentation to the Board of Directors or such director will be submitted to the Board or such director on a periodic basis.
The screening procedures have been approved by a majority of the independent directors of the Board. All communications directed to the Audit Committee in accordance with the Company’s Code of Business Conduct and Ethics that relate to questionable accounting or auditing matters involving the Company will be promptly and directly forwarded to the Audit Committee.
Our process for security holder communications with the Board can be found on our corporate website at mannkindcorp.com/corporate-governance/.
Related Party Transactions, Policy and Procedures
We have adopted a Related-Person Transactions Policy that sets forth the policies and procedures regarding the identification, review, consideration and approval or ratification of “related-person transactions.” For purposes of the Company’s policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) and any “related person” are, were or will be participants involving an amount that exceeds $120,000.
Transactions involving compensation for services provided to the Company as an employee, consultant or director are not covered by this policy. A related person is any executive officer, director, nominee for director or more than 5% beneficial stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation must include
16
a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to the Company of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, the Company relies on information supplied by its executive officers, directors and significant stockholders. In considering related-person transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to the Company, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Audit Committee consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders, as the Audit Committee determines in the good faith exercise of its discretion.
During 2023, we had no related-person transactions.
In early March 2024, we entered into a letter of intent with Mercalis Inc. (“Mercalis”) in anticipation of entering into a service agreement with Mercalis for the transition and administration of our co-pay assistance programs, which had been interrupted by a cybersecurity incident at Change Healthcare, our previous co-pay and claims processing provider. Mercalis is on our list of potential related parties by virtue of the fact that the wife of our Chief Executive Officer is employed by Mercalis as its Senior Vice President of Commercial Strategy. Ms. Castagna is not an executive officer of Mercalis, she is not involved in its business unit that provides patient support services (including co-pay assistance programs), and she does not stand to benefit financially from transitioning our Afrezza and V-Go co-pay assistance programs to Mercalis. Accordingly, we have concluded that this transaction does not constitute a related-person transaction under our Related-Person Transactions Policy. Nonetheless, we have elected to disclose the existence of this transaction for full transparency.
Code of Business Conduct and Ethics; Anti-Corruption
We have adopted a Code of Business Conduct and Ethics that applies to our directors and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller), and have posted the text of the code on our website at mannkindcorp.com/corporate-governance/. In addition, we intend to promptly disclose on our website (i) the nature of any amendment to the policy that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (ii) the nature of any waiver, including an implicit waiver, from a provision of the policy that is granted to one of these specified individuals, the name of such person who is granted the waiver and the date of the waiver.
We have also adopted an Anti-Corruption Policy and have posted the text of the policy on our website at mannkindcorp.com/corporate-governance/. This policy strictly prohibits our directors and employees from (i) promising, offering, providing, or authorizing cash payments (such as bribes or kickbacks) or anything else of value directly or indirectly to any person to achieve an improper purpose related to the Company’s business and (ii) requesting, agreeing to receive, or accepting money or anything else of value from any person to achieve an improper purpose related to the Company’s business.
Hedging Policy
As part of our Insider Trading Policy, we prohibit speculation based on fluctuations in the market. As a result, the following transactions are prohibited, whether or not the director, employee, officer or consultant is in possession of inside information:
The prohibition on these transactions also applies to members of the households of directors, officers, employees and consultants of the Company or its subsidiaries.
17
COMPENSATION OF DIRECTORS
Pursuant to our non-employee director compensation program (the “director compensation program”), each of our non-employee directors receives an annual retainer and fees for their service on our standing board committees as follows:
Element |
|
Amount |
|
Annual Retainer |
|
$ |
50,000 |
Independent Chair Premium |
|
$ |
32,500 |
Audit Committee |
|
Chair: $25,000 |
|
|
|
Other members: $10,000 |
|
Compensation Committee |
|
Chair: $20,000 |
|
|
|
Other members: $7,500 |
|
Nominating and Corporate Governance Committee |
|
Chair: $10,000 |
|
|
|
Other members: $5,000 |
|
The members of the Board are also eligible for reimbursement for their expenses incurred in attending Board meetings in accordance with Company policy. Other than the annual fees described above, our non-employee directors do not receive meeting fees or other compensation for their attendance at specific Board or committee meetings.
Our director compensation program specifies that each non-employee director of the Company is also eligible to receive annual equity awards under our 2018 Equity Incentive Plan (the "EIP"). Specifically, on the date of each of our annual stockholder meetings, each of our non-employee directors receives a restricted stock unit ("RSU") award determined by dividing $150,000 by the then-current stock price used for valuing employee equity awards, which in no event is less than the last reported closing price of the Company’s common stock. Each such annual RSU award vests immediately, but shares are not distributed until the director separates from service to the Board (i.e. retires, is removed or dies).
A non-employee director who joins the Board between annual stockholders meetings is entitled to a pro-rata compensation package.
Non-employee directors have an option to receive their annual $50,000 retainer in cash or common stock of the Company. If a non-employee director elects to receive his or her annual retainer in common stock, such director will be granted an RSU award consisting of that number of shares that equals 100% of the annual retainer, based on the 20-day trailing average closing price as of the trading day immediately preceding the date of the annual stockholder meeting. This award vests immediately, but shares are not distributed until the director separates from service to the Board (i.e. retires, is removed or dies). Non-employee directors who do not elect this option receive the full annual retainer in cash shortly after the date of the stockholder meeting.
18
Director Compensation Table
The following table sets forth information concerning director compensation received for the fiscal year ended December 31, 2023 by our non-employee directors:
|
Fees Earned or |
|
Stock Awards |
|
Total |
|
|||
Ronald J. Consiglio |
|
80,000 |
|
|
161,730 |
|
|
241,730 |
|
Michael A. Friedman |
|
67,500 |
|
|
161,730 |
|
|
229,230 |
|
Jennifer Grancio |
|
60,000 |
|
|
161,730 |
|
|
221,730 |
|
Anthony Hooper |
|
17,500 |
|
|
215,638 |
|
|
233,138 |
|
Sabrina Kay |
|
60,000 |
|
|
161,730 |
|
|
221,730 |
|
Kent Kresa |
|
25,000 |
|
|
215,638 |
|
|
240,638 |
|
Christine Mundkur |
|
65,000 |
|
|
161,730 |
|
|
226,730 |
|
James S. Shannon |
|
40,000 |
|
|
215,638 |
|
|
255,638 |
|
STOCK OWNERSHIP GUIDELINES
Our non-employee directors are subject to our stock ownership guidelines, which require each such individual to hold a specified number of shares of our common stock calculated by dividing three times the annual retainer by the current stock price.
For purposes of determining stock ownership, all common stock, shares held in retirement accounts, restricted stock units, restricted shares, options (regardless as to whether they are “underwater” or “in the money”) and performance awards are considered eligible. Both vested and unvested equity awards count as eligible. Each non-employee director has five years to reach the applicable guideline, beginning January 1, 2020 or when the individual was first appointed or elected to the Board, whichever is later. Upon completion of the grace period, for anyone out of compliance with the guidelines, the Board may restrict their sale of shares or may choose to deliver the annual retainer in stock rather than cash until the guidelines are satisfied. As of December 31, 2023, all non-employee directors were in compliance with our stock ownership guidelines.
19
|
Proposal 2 |
|
ADVISORY VOTE ON EXECUTIVE COMPENSATION
We are asking our stockholders to approve, on an advisory or non-binding basis, the compensation of the Company’s named executive officers as described in the “Compensation Discussion and Analysis” section of this proxy statement. This proposal is commonly referred to as a “say on pay” proposal. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.
The compensation of our named executive officers is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are appropriately designed to attract and retain the individuals needed to support the Company’s business strategy and to compete effectively with pharmaceutical and biotechnology companies while aligning with the long-term interests of the Company’s stockholders.
Compensation Principles
We believe that our pay practices are reasonable and in the best interests of our Company and our stockholders. Our compensation programs are guided by the following principles:
20
Commitment to Strong Governance Standards
We are committed to adopting and maintaining good corporate governance standards with respect to our compensation programs, procedures and practices. As such, our practices include the following:
Required Vote and Board of Directors Recommendation
At the 2023 Annual Meeting of Stockholders, our stockholders indicated their preference that the Company solicit a non-binding advisory vote on the compensation of the named executive officers every year. The Board has adopted a policy that is consistent with that preference. In accordance with that policy, this year, we are again asking our stockholders to support the compensation of the Company’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table and the other related tables and disclosure.”
While this advisory vote on executive compensation is non-binding, the Board of Directors and the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, will review the voting results and consider the outcome of the vote when making future compensation decisions for named executive officers.
Approval of Proposal 2 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as “Against” votes. Broker non-votes are counted towards a quorum, but will have no effect on the outcome of the vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL 2
21
|
Proposal 3 |
|
RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and has directed management to submit the selection of Deloitte for ratification by the stockholders at the Annual Meeting.
Deloitte has served as the Company’s independent auditor since 2001. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Stockholder ratification of the selection of Deloitte as our independent registered public accounting firm is not required by our Amended and Restated Bylaws or otherwise. The Board is seeking such ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection of Deloitte as our independent registered public accounting firm, the Audit Committee will consider whether to retain that firm for the fiscal year ending December 31, 2024.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2023 and 2022 by Deloitte and its subsidiaries, the affiliates of Deloitte & Touche LLP, Deloitte Touche Tohmatsu Limited and its member firm (collectively, the Deloitte entities). All of these entities collectively represent the Company’s principal accounting firm.
|
|
|
2023 |
|
|
|
2022 |
|
||
Audit Fees (1) |
|
|
$ |
1,205,510 |
|
|
|
$ |
1,117,444 |
|
Tax Fees (2) |
|
|
— |
|
|
|
|
3,500 |
|
|
Other |
|
|
|
1,895 |
|
|
|
|
1,895 |
|
Total Fees |
|
|
$ |
1,207,405 |
|
|
|
$ |
1,122,839 |
|
All fees described above were pre-approved by the Audit Committee.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, Deloitte and the Deloitte entities. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, tax services and other services up to specified amounts. Pre-approval may also be given on an individual explicit case-by-case basis before the independent principal accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The delegation of pre-approval of services is limited to non-audit services, as set forth in the Audit Committee Charter.
The Audit Committee has considered whether the provision by the Deloitte entities of the non-audit services described above was allowed under Rule 2-01(c)(4) of Regulation S-X and was compatible with maintaining the independence of the registered public accountants and has concluded that the Deloitte entities were and are independent of us in all respects.
22
REQUIRED VOTE AND BOARD OF DIRECTORS RECOMMENDATION
A majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting is required for approval of this proposal. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as “Against” votes. We do not expect there to be any broker non-votes on this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL 3
23
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing of MannKind under the Securities Act or the Exchange Act, except to the extent MannKind specifically incorporates this report by reference.
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the Annual Report with Company management, including a discussion on the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of the disclosures within the financial statements.
The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. In fulfilling its oversight responsibility as to the audit process, the Audit Committee obtained from Deloitte & Touche LLP (“Deloitte”) the written disclosures and the letter describing all relationships between MannKind and its independent auditors that might bear on the auditors’ independence consistent with applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) Rule 3526, Communication with Audit Committees Concerning Independence. The Audit Committee has discussed Deloitte’s independence with Company management and Deloitte, and considered the compatibility of non-audit services with the independent auditor’s independence.
The Audit Committee Charter provides that one duty of the Audit Committee is to determine whether to retain or to terminate MannKind’s existing auditors or to appoint and engage new auditors for the ensuing year. In performing that duty, the Audit Committee evaluated the performance of Deloitte in performing the examination of MannKind’s financial statements for the fiscal year ended December 31, 2023, considered the auditors’ technical expertise and knowledge of the Company’s operation and industry, and considered auditors’ independence, objectivity, and professional skepticism. Based on this evaluation, the Audit Committee determined to engage Deloitte as MannKind’s independent auditors for the fiscal year ending December 31, 2024.
The Audit Committee discussed with Deloitte the matters required to be discussed by the applicable PCAOB standards and the SEC. In addition, with and without management present, the Audit Committee discussed and reviewed MannKind’s financial statements and the results of Deloitte’s audit of MannKind’s financial statements and internal control. Based upon the Audit Committee’s discussion with management and Deloitte and the Audit Committee’s review of MannKind’s financial statements, the representations of MannKind’s management and the independent auditors’ report to the Audit Committee, the Audit Committee recommended to the Board of Directors that MannKind include the audited financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the SEC.
|
|
Audit Committee |
|
|
|
|
Ronald J. Consiglio |
|
Audit Committee Chair |
|
|
Jennifer Grancio |
|
Audit Committee Member |
|
|
Anthony Hooper |
|
Audit Committee Member |
|
|
Sabrina Kay |
|
Audit Committee Member |
|
|
Christine Mundkur |
|
Audit Committee Member |
24
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth our current executive officers and their ages:
Name |
|
Age |
|
Position(s) |
Michael E. Castagna, Pharm.D. |
|
47 |
|
Chief Executive Officer and Director |
Steven B. Binder |
|
61 |
|
Chief Financial Officer (until April 22, 2024); Executive Vice President, Special Projects (effective April 22, 2024) |
Burkhard Blank, M.D. |
|
69 |
|
Executive Vice President, Chief Medical Officer |
Chris Prentiss |
|
48 |
|
Chief Financial Officer (effective April 22, 2024) |
Lauren M. Sabella |
|
63 |
|
Executive Vice President, Chief Operating Officer |
Sanjay Singh, M Pharm, MBA |
|
57 |
|
Executive Vice President, Technical Operations |
David B. Thomson, Ph.D., J.D. |
|
57 |
|
Executive Vice President, General Counsel and Secretary |
Stuart A. Tross, Ph.D. |
|
57 |
|
Executive Vice President, Chief People and Workplace Officer |
Michael E. Castagna, Pharm.D. Dr. Castagna’s biographical information is included under Proposal 1 above.
Steven B. Binder has been our Chief Financial Officer since July 2017. Mr. Binder is retiring as our Chief Financial Officer on April 22, 2024, after which he plans to serve as our Executive Vice President, Special Projects until the end of 2024. Before joining us, since 2013 Mr. Binder served as Vice President and Chief Financial Officer of the International Group of Stryker Corporation, a leading global medical technology company, based in Singapore. Prior to Stryker, Mr. Binder served in a series of senior leadership roles at BMS. His last four positions at BMS were Vice President, Finance roles over different geographic operating units: United States (2012-2013), Europe (2008-2011), AsiaPacific (2005-2007), and Japan (2003-2005). Prior to his international experience, Mr. Binder served in three senior leadership roles for Oncology Therapeutics Network, a U.S. based independent subsidiary of BMS: Vice President, Strategic Development (2001-2003), Vice President, Customer Operations (2000-2001), and Chief Financial Officer (1997-2000). Before Oncology Therapeutics Network, Mr. Binder progressed through three finance and accounting roles for BMS Worldwide Medicines Group after joining the company in 1992. Before BMS, he worked for Deloitte & Touche LLP in a series of auditing roles with increasing responsibility over an eight-year period beginning in 1984. Mr. Binder received a B.S. degree in Accounting and Business Administration from Muhlenberg College and is a Certified Public Accountant.
Burkhard Blank, M.D. has been our Executive Vice President, Research and Development and our Chief Medical Officer since May 2023. Before joining us, since 2022, Dr. Blank served as CMO/Head of R&D at Pharnext SA after serving seven years in the same position at Acorda Therapeutics. While at Acorda, he oversaw the Phase 3 development in North America and in Europe for Inbrija® (levodopa inhalation powder) for Parkinson’s disease with subsequent one-cycle approvals by the FDA and the EMA. Earlier in his career, Dr. Blank spent 20 years between Boehringer Ingelheim Pharmaceuticals in Ridgefield, CT, and Boehringer Ingelheim GmbH in Germany, serving in progressive leadership roles. Under his guidance, four products received approval including Spiriva® (for COPD) for which he oversaw development and led the presentation at the FDA advisory committee meeting. Dr. Blank received his medical degree from Universitaet Marburg, Germany, and is board-certified in internal medicine.
Lauren M. Sabella has been our Chief Operating Officer since March 2023. Prior to joining us, Ms. Sabella served as Principal at LS Consulting Group, a strategic advisory group providing consulting services to pharmaceutical and emerging biotech companies, from September 2022 until March 2023. From September 2021 until September 2022, Ms. Sabella served as Chief Operating Officer at Acorda Therapeutics, Inc. (“Acorda”). Ms. Sabella was previously Acorda’s Chief Commercial Officer from February 2015 to September 2021. Before that, from January 2010 to February 2015, she was Acorda’s Executive Vice President, Commercial Development. Prior to that, Ms. Sabella was the Founder and Principal of Tugboat Consulting Group, an independent consulting practice assisting companies in the commercialization process. Ms. Sabella also served as Corporate Officer and Vice President of Commercial Development at Altus Pharmaceuticals Inc. (“Altus”) from May 2006 to September 2008, with responsibility for all aspects of commercialization. Prior to joining Altus, Ms. Sabella was employed by Boehringer Ingelheim Pharmaceuticals for 18 years in positions of increasing responsibility, which included over ten years of marketing experience during which she led several product launches including Mobic, an NSAID that became a $1 billion brand. In her last role, she served as Vice President of Sales, Eastern Zone, where she led the sales launch of Spiriva and ran both Primary Care and Specialty Divisions, including Neurology, Urology and Cardio/Pulmonary. Ms. Sabella holds a B.B.A. from Hofstra University.
Christopher Prentiss has been appointed as our Chief Financial Officer, effective April 22, 2024. Since September 2022, Mr. Prentiss served as Chief Financial Officer of ADARx Pharmaceuticals, Inc., a privately held clinical-stage biotechnology company. Between April 2015 and November 2021, he held a series of finance positions of increasing responsibility at the commercial-stage biotech company Adamas Pharmaceuticals, Inc. (“Adamas”), culminating in Chief Financial Officer commencing in November 2019. His responsibilities at Adamas included finance, accounting, investor relations, information technology and facilities. Prior to that, Mr.
25
Prentiss was Senior Director, Controller at Dynavax Technologies Corporation, a clinical-stage biopharmaceutical company, from May 2012 to June 2013, where he was responsible for the accounting and tax functions. Between 2005 – 2012, he worked here at MannKind, where he held senior finance positions of increasing responsibility. Prior to that, Mr. Prentiss was a Senior Manager at KPMG LLP in the assurance practice. Mr. Prentiss received a B.Sc. degree in Accounting from Loyola Marymount University, and an MBA from Indiana University. Mr. Prentiss is a licensed CPA (inactive) in California.
Sanjay Singh, MPharm, MBA has been our Executive Vice President, Technical Operations since October 2022. Before joining us, since 2011 Mr. Singh served as Sr. Vice President and Associate President Technical Operations in India and USA at Aurobindo Pharma, a leading generic pharmaceutical manufacturing company, headquartered in Hyderabad, India. Prior to Aurobindo, Mr. Singh worked in various leadership roles at Cipla Ltd (2000-2007, 2008-2011), Glenmark Pharma (2007-2008), Nicholas Piramal India Ltd (1992-2000) and Cadila Laboratories (1990-1991). Mr. Singh has been associated with the Parenteral Drug Association (PDA) and was the founding president of the PDA, India chapter before moving to the US in 2015. Mr. Singh received an M. Pharma. degree in Pharmaceutical Chemistry from LM College of Pharmacy, Ahmedabad, India and an MBA degree from Institute of Management Studies, Indore, India.
David B. Thomson, Ph.D., J.D. has been our General Counsel and Corporate Secretary since January 2002. Prior to joining us, he practiced corporate/commercial and securities law at a major Toronto law firm. Earlier in his career, Dr. Thomson was a post-doctoral fellow at the Rockefeller University. Dr. Thomson obtained his B.S., M Sc. and Ph.D. degrees from Queens University and obtained his J.D. degree from the University of Toronto.
Stuart A. Tross, Ph.D. has been our Executive Vice President, Chief People and Workplace Officer since December 2016, with responsibilities for human resources, corporate communications and west coast facilities. From 2006 to 2016 he served in various roles of increasing responsibility at Amgen, Inc., most recently as Senior Vice President and Chief Human Resources Officer responsible for human resources and security on a global basis. From 1998 to 2006 he served in a series of leadership roles at BMS, most recently as Vice President and Global Head of Human Resources for Mead Johnson Company. Mr. Tross received a B.S. degree from Cornell University and M.Sc. and Ph.D. degrees in Industrial-Organizational Psychology from the Georgia Institute of Technology.
Executive officers serve at the discretion of our Board of Directors. There are no family relationships between any of our directors and executive officers.
26
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
We are pleased to present our report on executive compensation. This report is intended to assist our stockholders in understanding the objectives and procedures used by the Compensation Committee of our Board of Directors in establishing its recommendations to the Board regarding the compensation of our executive officers.
Executive Summary
MannKind is a biopharmaceutical company focused on the development and commercialization of innovative therapeutic products and devices to address serious unmet medical needs for those living with endocrine and orphan lung diseases. Our signature technologies – Technosphere dry-powder formulations and Dreamboat inhalation devices – offer rapid and convenient delivery of medicines to the deep lung where they can exert an effect locally or enter the systemic circulation. In our endocrine business unit, we currently commercialize two products: Afrezza (insulin human) Inhalation Powder, an ultra rapid-acting inhaled insulin indicated to improve glycemic control in adults with diabetes, and the V-Go wearable insulin delivery device, which provides continuous subcutaneous infusion of insulin in adults that require insulin. The first product to come out of our orphan lung disease pipeline, Tyvaso DPI (treprostinil) inhalation powder, received FDA approval in May 2022. Our collaboration partner, United Therapeutics Corporation (“UT”) began commercializing Tyvaso DPI in June 2022. UT pays us a royalty on net sales of Tyvaso DPI as well as a margin on supplies of Tyvaso DPI that we manufacture for UT. The dual importance of our endocrinology and orphan lung disease programs is reflected in our consolidated statement of operations, which shows that in 2023 we derived $74.0 million in net revenue from sales of our endocrinology products and $124.9 million in royalties and collaboration and services revenue from our partnerships. In December 2023, we sold a 1% royalty right on UT's future sales of Tyvaso DPI to a third-party royalty purchaser.
Our short-term incentive, or STI, compensation plan is designed to reward achievements that are expected to produce positive stockholder returns in the near-term in both operational areas of focus. Other elements of our compensation program, particularly equity compensation, are aimed at rewarding performance of the Company over the longer time periods typically associated with the development cycles of biopharmaceutical products. We place more emphasis on performance-based compensation than on fixed compensation, but we are mindful of the fact that an over-emphasis on at-risk compensation could jeopardize our ability to retain key talent. We discuss below how we use a mix of compensation elements in order to achieve our objectives.
Oversight of the Executive Compensation Program
The Compensation Committee is responsible for establishing and administering our policies governing the compensation for our executive officers. The Compensation Committee is composed entirely of independent directors within the meaning of applicable SEC and Nasdaq rules. The Compensation Committee’s responsibilities and duties are outlined in detail in the Compensation Committee charter, which is available on our website at mannkindcorp.com/corporate-governance/. A primary responsibility of the Compensation Committee is to make recommendations regarding the compensation for our executive officers, including the determination and confirmation of annual corporate goal achievement for purposes of awarding short-term incentive compensation, to the full Board for its approval. As part of this process, the Compensation Committee has historically invited our CEO to attend Compensation Committee meetings or portions thereof to obtain his insight and guidance with respect to other executive officers, though the Chief Executive Officer is not a member of the Compensation Committee. The Compensation Committee engages a third-party consulting firm, Mercer LLC, to assist in developing compensation levels and practices and to provide external market data. The Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. The Compensation Committee conducted an independence assessment with respect to Mercer’s role in recommending or determining the amount and form of executive compensation and considered the required six factors. After conducting this assessment, the Compensation Committee concluded that Mercer’s role in recommending or determining the amount and form of execution compensation for the fiscal year ended December 31, 2023 did not raise any conflict of interest.
The Compensation Committee meets outside the presence of our CEO in order to consider the appropriate compensation for, and in setting the compensation of, our CEO. The Compensation Committee relies on compensation data provided by Mercer in setting CEO compensation. The CEO in 2023 did not maintain personal or business relationships (including any interlocking relationships) with any of the Compensation Committee members (outside of their relationship within the Company) that would impair the Compensation Committee members’ ability to remain independent and assess the CEO’s compensation without any conflict of interest. Thus, the determination of the CEO compensation was made without undue influence from the CEO. During 2023, for all other named executive officers, the Compensation Committee met outside the presence of all executive officers except our CEO. The annual
27
performance of each of our executive officers is considered by the Compensation Committee when making decisions regarding base salary, targets for and payments under our STI plan and grants of equity incentive awards. When making recommendations regarding individual executive officers, the Compensation Committee considers the importance of the position to us, the past compensation history of the executive officer and the contributions made by the individual in the past and the contributions we expect the executive officer to make in the future towards the success of our business.
Compensation Philosophy and Objectives
The Compensation Committee oversees our executive compensation within the context of a compensation philosophy. This philosophy is to provide compensation and benefits programs designed to attract, engage, and retain a high caliber workforce that enables us to compete with companies in the pharmaceutical and biotechnology industries and to reward individual and corporate performance. We believe that a well-designed compensation program for our executive officers should:
In keeping with this philosophy, our executive compensation program is designed to achieve the following objectives:
Competitive Market Assessment
No less frequently than annually, the Compensation Committee reviews competitive market data to determine if our compensation levels remain at targeted levels and our pay practices are appropriate. These assessments include a review of base salary, STI compensation, and long-term incentive ("LTI") compensation. These components are benchmarked against a group of peer companies.
Our peer group of similarly situated companies was developed by considering U.S.-based companies in the same industry (biotechnology/pharmaceutical) with similar company characteristics, such as revenue, market capitalization, and number of employees. In addition to these criteria, we consider companies with a similar competitive strategy, including utilizing an internal sales force, and maintaining internal manufacturing capabilities. In order to ensure that we do not exclude potential peers, we also take note of companies considered to be our peers by Institutional Shareholder Services for their benchmarking purposes. We review the list annually to ensure that our peer group is relevant while also striving for year-over-year consistency.
28
For compensation benchmarking for 2023 compensation decisions, the peer group consisted of the following 12 companies:
ADMA Biologics, Inc. (ADMA) |
|
Insmed Inc. (INSM) |
Agenus Inc. (AGEN) |
|
Karyopharm Therapeutics Inc. (KPTI) |
Anika Therapeutics, Inc. (ANIK) |
|
Macrogenics Inc. (MGNX) |
BioCryst Pharmaceuticals, Inc. (BCRX) |
|
Rigel Pharmaceuticals Inc. (RIGL) |
Deciphera Pharmaceuticals, Inc. (DCPH) |
|
Sangamo Therapeutics, Inc. (SGMO) |
Dynavax Technologies Inc. (DVAX) |
|
Vanda Pharmaceuticals Inc. (VNDA) |
In accordance with our annual process, the Compensation Committee reviewed our peer group in the first quarter of 2024. Based on data compiled by Mercer and reviewed by the Compensation Committee during this process, the Compensation Committee determined that two companies needed to be removed from the list: Sangamo Therapeutics, Inc., who does not have a product on the market and does not employ a sales force and Agenus Inc., whose market value is outside our peer screening criteria and who also does not have a product on the market and does not employ a sales force. In place of these companies, the Compensation Committee added two companies that satisfied our criteria for peer companies: Ironwood Pharmaceuticals, Inc. and Mirum Pharmaceuticals, Inc. Accordingly, the full 2024 peer group consists of the following companies:
ADMA Biologics, Inc. (ADMA) |
|
Ironwood Pharmaceuticals, Inc. (IRWD) |
Anika Therapeutics, Inc. (ANIK) |
|
Karyopharm Therapeutics Inc. (KPTI) |
BioCryst Pharmaceuticals, Inc. (BCRX) |
|
Macrogenics Inc. (MGNX) |
Deciphera Pharmaceuticals, Inc. (DCPH) |
|
Mirum Pharmaceuticals, Inc. (MIRM) |
Dynavax Technologies Inc. (DVAX) |
|
Rigel Pharmaceuticals Inc. (RIGL) |
Insmed Inc. (INSM) |
|
Vanda Pharmaceuticals Inc. (VNDA) |
For some executive positions, the peer group data may not be sufficiently robust, or the position may not have an appropriate counterpart at our peer companies. In those cases, we will also consider industry specific and general published survey compensation data, such as the Radford Global Life Sciences Executive Survey.
Market Positioning
The Compensation Committee reviews executive compensation at least annually, establishes competitive compensation levels and designs the compensation program to provide pay commensurate with individual and corporate performance. With support from Mercer, we have targeted total compensation levels for executives at the median of our peer group. We believe this target to be an appropriate level of compensation to attract and retain qualified and capable executives. However, actual compensation may fall above or below this level under a range of circumstances, such as individual and Company performance, tenure with the Company or retention concerns.
In addition to the factors listed above, we also consider, among other things:
In prior years, we have allowed total compensation levels for our named executive officers to fall well below the median of the competitive market, reflecting a restrained compensation philosophy during a period of corporate transformation. As discussed in more detail below, we consider each element of executive compensation and make adjustments as appropriate. We believe our executive compensation packages are reasonable when considering our business strategy, the revenue potential of our business, our compensation philosophy and the competitive market data.
29
Consideration of Past Say-on-Pay Results
We believe that our annual say-on-pay advisory vote is a good governance practice that allows us to maintain accountability to our stockholders. The result of this advisory vote, including in years where support is lower (see table below), can provide valuable insight into the perceptions of our executive compensation programs and areas where we need to improve. When combined with the feedback we receive from direct engagements with investors and analysts, we can better appreciate how different investors assess the alignment between pay and performance differently depending on their time horizons for investment decisions, expectations about the cadence for corporate milestones and other factors.
Year |
|
Say-on-Pay Support |
2019 |
|
67% |
2020 |
|
61% |
2021 |
|
89% |
2022 |
|
88% |
2023 |
|
90% |
Aided by these insights, our annual equity award program for executives and other senior employees is designed to emphasize performance-based vesting, measured over a multi-year period. This component of long-term compensation pays out, if at all, in proportion to the Company’s total stockholder return relative to the Russell 3000 Pharmaceutical and Biotechnology industry index over a multi-year period. We believe that this approach to long-term compensation is responsive to investors’ preference for performance-vesting long-term compensation while also providing compensation that attracts, motivates, incentivizes and retains highly qualified executive officers to drive the success of the Company.
COMPENSATION COMPONENTS
In order to provide a total compensation package that is tied to stockholder value creation and the achievement of strategic corporate goals, our executive compensation package is comprised of several components. These components are designed to work together to create a balanced approach to compensation, rewarding both short-term and long-term performance and fostering sufficient retentive effect to secure the services of our executive officers while we execute on our plans. Currently, our compensation structure for executive officers includes a combination of base salary, STI compensation, LTI compensation in the form of equity awards, 401(k), medical and other benefits, and severance and change in control and other post termination provisions. Each component is described in further detail below.
30
The following charts break down the total compensation that the CEO and the other named executive officers (on average) received in 2023, including the grant date fair value of equity awards granted to these officers in 2023. These charts are derived from the summary compensation table on page 35, excluding income associated with employer contributions to individual 401(k) plans, supplemental medical benefits, airline club reimbursements and other taxable income. The charts illustrate the extent to which a greater percentage of total compensation for our named executive officers is delivered in the form of performance-based compensation as compared to fixed compensation (salary and time-based equity awards). Specifically, performance-based compensation accounted for approximately 68% of the 2023 total compensation for the CEO and approximately 61% for the other named executive officers. Ms. Sabella was excluded from these calculations because she worked for only part of the past year.
The Compensation Committee believes that the above compensation structure appropriately balances the dual objectives of promoting long-term stockholder value creation and preventing excessive risk-taking.
Base Salary
Base salaries are designed to provide compensation for the day-to-day management of the Company, assuming satisfactory levels of performance. This component is designed to provide consistent and steady cash flow for the executive and represents only a portion of total compensation. Salary levels are based primarily upon the competitive market for the executive officers’ services, as reflected by the peer group. Base salaries for our executives are generally intended to fall within 10% of the median of the competitive market, although individual performance, responsibility, and the importance of each role in our organization can also impact base salary levels.
In 2023, the Compensation Committee reviewed executive salaries and other elements of compensation against the benchmarks provided by our peer group. Each of our NEOs (other than Ms. Sabella) received a merit increase in his or her base salary from 2022 to 2023. In addition, following its peer group review, the Compensation Committee adjusted the base salary for the CEO to better align to market (as shown in the table below).
Named Executive Officer |
|
Fiscal Year 2023 |
|
|
Increase from Fiscal Year 2022 |
|
||
Michael E. Castagna |
|
|
701,546 |
|
|
|
13 |
% |
Steven B. Binder |
|
|
482,750 |
|
|
|
4 |
% |
Lauren M. Sabella |
|
|
321,539 |
|
|
— |
|
|
David B. Thomson |
|
|
489,611 |
|
|
|
4 |
% |
Stuart A. Tross |
|
|
412,478 |
|
|
|
4 |
% |
31
Short-Term Incentive Plan
Each of our executive officers is eligible to receive an annual performance-based cash payment. The annual cash incentive awards under our STI plan are intended to compensate our executive officers for achieving our annual goals at the corporate level and for achieving individual annual performance objectives. The objectives for our company and individual measures are established so that performance at or above target levels requires significant effort on the part of our executives. The STI plan is funded based on the overall achievement of corporate objectives, as determined by the Compensation Committee in its evaluation of the accomplishments of the Company during the previous year. Evaluation criteria can be quantitative or qualitative, depending on the objective. Quantitative objectives are typically evaluated using a leverage curve that allows up to a 200% payout for over-achievement of up to 120% of the stated target and imposes on a 0% payout for any achievement that falls below 80% of the stated target.
The STI plan is an important part of our pay-for-performance culture. We believe that tying a significant portion of our executive cash compensation to financial and operational goals – such as production goals, revenue metrics and progress of product development milestones – encourages corporate performance and stock price growth. This element of compensation is truly at risk, as reflected in the table below that shows the various achievement level of the corporate objectives over the last few years:
Year Achieved |
|
STI Achievement Level |
2017 |
|
90% |
2018 |
|
50% |
2019 |
|
93% |
2020 |
|
125% |
2021 |
|
115% |
2022 |
|
124% |
2023 |
|
144% |
Early in 2023, the Board of Directors specified three main corporate objectives for 2023. In February 2024, the Compensation Committee evaluated the performance of the Company against the corporate objectives as follows:
Objective |
|
Target |
|
Assessment |
|
Result |
Deliver on Tyvaso DPI production |
|
40% |
|
Assessed quantitatively with respect to production goals and qualitatively with respect to actions taken to expand production |
|
80% |
Drive endocrinology business |
|
30% |
|
Assessed quantitatively with respect to financial metrics and qualitatively with respect to clinical development milestones |
|
36.5% |
Advance pipeline opportunities |
|
30% |
|
Assessed quantitatively with respect to the achievement of development milestones |
|
15% |
Achievement of upside opportunities |
|
|
|
Assessed qualitatively |
|
12.5% |
Overall Result |
|
|
|
|
|
144% |
Each eligible position, including the executive officers, is assigned a target STI opportunity expressed as a percentage of base salary, which reflects market competitive levels. Target STI opportunities are generally intended to be at the 50th percentile of the market. For Mr. Castagna, the target STI opportunity for 2023 is 80% of base salary. For all other executive officers, the target STI opportunity is 50% of base salary.
As a result of the Compensation Committee’s determination that the Company as a whole achieved 144% of its 2023 corporate goals, 144% of the aggregate target STI opportunity for all executive officers was made available for cash incentive awards to be paid in April 2024.
Long-Term Incentives
In order to provide a significant retention incentive and to ensure a strong link to the long-term interests of stockholders, we provide a portion of our total compensation in the form of LTI compensation, which is generally delivered as an equity award (typically restricted stock units). All employees, including executive officers, are eligible to receive equity awards. Equity awards are granted under the 2018 Equity Incentive Plan, which is administered by the Compensation Committee pursuant to a delegation of concurrent
32
authority by our Board of Directors. The awards are made at the discretion of the Compensation Committee, after taking into consideration grant guidelines that we have developed. Based on the competitive market, our current equity guidelines target an annual long-term incentive award valued at 450% of base salary for the CEO and at 200% of median base salary for all other executive officers. These percentages correspond to the median of the competitive market, but they can be modified at the discretion of the Compensation Committee for a range of reasons, including but not limited to, company performance, individual employee performance, financial position of the company, number of shares available for grant under the equity incentive plan, the volatility of the stock price, and similar factors.
Our policy with regard to the timing of grants of equity compensation is to issue annual grants of equity awards in connection with a regularly scheduled quarterly meeting of the Compensation Committee. The timing of grant dates is not based on any favorable or unfavorable non-public information anticipated to be disclosed at a later date. All stock option awards are granted with an exercise price equal to the closing price of our common stock on the Nasdaq Global Market on the date of the meeting at which such stock options were granted.
In May 2023, annual equity awards were delivered as grants of restricted stock units. The total target amount of annual equity compensation (i.e., 450% of base salary for CEO; 200% of median base salary for other executive officers) was converted into a target number of shares using the then-current stock price and the resulting number was divided into two awards of restricted stock units. The equity awards granted to Ms. Sabella and Mr. Singh were prorated to reflect that they each joined the Company after the last annual grant cycle in May 2022.
Executive Officer |
|
LTI Guideline |
|
Performance-based Award |
|
Time-based |
Mr. Castagna |
|
767,000 shares |
|
422,000 RSUs |
|
345,000 RSUs |
Messrs. Binder, Thomson and Tross |
|
205,000 shares |
|
113,000 RSUs |
|
92,000 RSUs |
Ms. Sabella |
|
261,250 shares |
|
28,000 RSUs |
|
233,250 RSUs |
Mr. Singh |
|
153,750 shares |
|
85,000 RSUs |
|
68,750 RSUs |
One award, representing approximately 55% of the total annual equity incentive, was delivered as a performance stock unit that cliff vests in July 2026, provided that the closing price of the Company’s common stock at the end of the measurement period below is not less than the closing price of the Company’s common stock at the start of the measurement period. The number of shares delivered on the vesting date, as a percentage of the target number specified in the table above, will be determined by the percentile ranking of the Company’s total stockholder return (“TSR”) over a three-year measurement period from July 2023 until June 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows:
Payout values will be interpolated between the percentile rankings above. The other award, representing approximately 45% of total annual equity incentive, was delivered as a time-based restricted stock unit that vests 25% annually, commencing in July 2024 and ending in July 2027.
We believe that the use of relative TSR is an appropriate metric for LTI compensation whereas operational metrics, such as revenue growth, are better suited for STI. Putting a majority of the LTI at risk and tying the value of that compensation to stockholder returns over the same period aligns with our pay-for performance philosophy. At the same time, the inclusion of time-based awards within the LTI program encourages employee retention and fosters equity ownership, which are additional objectives of our compensation program.
Clawback Policy
All of our executive officers are subject to our Dodd-Frank Act-compliant clawback policy, which applies to all incentive-based compensation, including STI and LTI, that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure, which are measures that are determined and presented in accordance with the accounting principles used in
33
preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including Company stock price and TSR. The policy provides that such incentive-based compensation is subject to recoupment for any material financial restatement, regardless of whether the executive is at fault and regardless of any fraud or willful misconduct. The policy applies to any incentive compensation received by an executive officer on or after October 2, 2023.
Stock Ownership Guidelines
Our executive officers are subject to our stock ownership guidelines, which require each such individual to hold a specified number of shares of our common stock calculated by dividing the dollar amount below by the current stock price:
Officer |
|
Ownership Guideline |
Chief Executive Officer |
|
4 times base salary |
Executive Vice Presidents |
|
2 times base salary |
Senior Vice Presidents and Vice Presidents serving on the Executive Leadership Team |
|
1 times base salary |
For purposes of determining stock ownership, all common stock, shares held in retirement accounts, restricted stock units, restricted shares, options (regardless as to whether they are “underwater” or “in the money”) and performance awards are considered eligible. Both vested and unvested equity awards count as eligible. Each individual subject to the stock ownership guidelines has five years to reach the applicable guideline, beginning January 1, 2020 or when the individual is hired or promoted into the eligible role, whichever is later. Upon completion of the grace period, for anyone out of compliance with the guidelines, the Board or the Compensation Committee may restrict their sale of shares or may choose to deliver salary or STI payments in stock rather than cash until the guidelines are satisfied. All executive officers are currently in compliance with our stock ownership guidelines.
Other Benefits
We provide a competitive benefits package to all full-time employees, which includes health and welfare benefits, such as medical, dental, vision care, life insurance benefits, and a 401(k) savings plan (as described below). Executives, including the named executive officers, receive additional benefits, including executive medical reimbursement insurance, as well as additional short-term and long-term disability insurance.
We have no other structured perquisite benefits (e.g. automobile allowance, or financial planning services) for any executive officer, including the named executive officers, and we currently do not provide any deferred compensation programs or supplemental pensions to any executive officer, including the named executive officers.
401(k) Plan
Our employees, including our executive officers, are eligible to participate in a defined contribution retirement plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may elect to defer up to 100% of their eligible compensation into the plan on a pretax or after tax basis, up to annual limits prescribed by the Code, with an annual match of up to 5% of the amount deferred, defined as a 50% match up to 10% eligible employee contribution, subject to the limitations of the Code.
Employee Stock Purchase Plan
In order to encourage stock ownership and provide greater incentives to contribute to our success at all levels, we provide all employees, including executive officers, the ability to purchase our common stock at a discount under our 2004 employee stock purchase plan (the “Purchase Plan”). The Purchase Plan is designed to comply with Section 423 of the Code and provides all employees with the opportunity to purchase up to $25,000 worth of our common stock (based on the undiscounted fair market value at the commencement of the offering period) each year at a purchase price that is the lower of 85% of the fair market value of the common stock on either the date of purchase or the commencement of the offering period. An employee may not purchase more than 5,000 shares of common stock on any purchase date. The executives’ rights under the Purchase Plan are identical to those of all other employees.
Severance Provisions
Currently, we have no severance agreements with our executive officers, except with Mr. Thomson. The terms of the agreement and amounts that may be realized are detailed under the heading “Potential Payments Upon Termination or Change of Control.”
34
Change of Control Provisions
We have entered into change of control agreements with each of our executive officers in order to ensure that we have the continued dedication of these executives and in order to provide them with reasonable compensation and benefit arrangements in the event of termination of their employment following a change of control. We believe that it is imperative to diminish any distraction of our executives arising from the personal uncertainty and insecurity that arises in the absence of any assurance of job security, thereby allowing executives to focus on corporate objectives and strategy. The terms of these agreements and amounts that may be realized are detailed under the heading “Potential Payments Upon Termination or Change of Control.”
Tax Considerations
Under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), compensation paid to any publicly held corporation’s “covered employees” that exceeds $1 million per taxable year for any covered employee is generally non-deductible, unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date.
Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s named executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.
Summary Compensation Table
The following table shows for the three year period ended December 31, 2023 compensation awarded to, or earned by:
|
|
|
|
|
|
|
|
|
|
Restricted |
|
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
|
Incentive Plan |
|
|
|
All Other |
|
|
|
|
|
|||||
|
|
|
|
|
|
Salary |
|
|
|
Awards |
|
|
|
Compensation |
|
|
|
Compensation |
|
|
|
Total |
|
|||||
Name and Principal Position |
|
|
Year |
|
|
($)(1) |
|
|
|
($)(2) |
|
|
|
($)(3) |
|
|
|
($)(4) |
|
|
|
($) |
|
|||||
Michael E. Castagna |
|
|
2023 |
|
|
|
701,546 |
|
|
|
|
5,536,550 |
|
|
|
|
808,181 |
|
|
|
|
21,837 |
|
(5) |
|
|
7,068,114 |
|
Chief Executive Officer |
|
|
2022 |
|
|
|
623,358 |
|
|
|
|
2,646,400 |
|
|
|
|
571,619 |
|
|
|
|
63,681 |
|
|
|
|
3,905,058 |
|
|
|
|
2021 |
|
|
|
598,462 |
|
|
|
|
2,911,592 |
|
|
|
|
481,762 |
|
|
|
|
39,017 |
|
|
|
|
4,030,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Steven B. Binder |
|
|
2023 |
|
|
|
482,750 |
|
|
|
|
1,480,800 |
|
|
|
|
347,580 |
|
|
|
|
23,949 |
|
(6) |
|
|
2,335,079 |
|
Chief Financial Officer |
|
|
2022 |
|
|
|
464,877 |
|
|
|
|
936,500 |
|
|
|
|
304,494 |
|
|
|
|
30,833 |
|
|
|
|
1,736,704 |
|
|
|
|
2021 |
|
|
|
447,385 |
|
|
|
|
1,028,955 |
|
|
|
|
291,814 |
|
|
|
|
32,851 |
|
|
|
|
1,801,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lauren M. Sabella (7) |
|
|
2023 |
|
|
|
321,539 |
|
|
|
|
1,347,588 |
|
|
|
|
231,508 |
|
|
|
|
5,654 |
|
(8) |
|
|
1,906,289 |
|
EVP, Chief Operating Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
David B. Thomson |
|
|
2023 |
|
|
|
489,611 |
|
|
|
|
1,480,800 |
|
|
|
|
352,520 |
|
|
|
|
20,099 |
|
(9) |
|
|
2,343,030 |
|
EVP, General Counsel and Secretary |
|
|
2022 |
|
|
|
471,484 |
|
|
|
|
936,500 |
|
|
|
|
308,822 |
|
|
|
|
18,229 |
|
|
|
|
1,735,035 |
|
|
|
|
2021 |
|
|
|
454,835 |
|
|
|
|
1,030,395 |
|
|
|
|
296,098 |
|
|
|
|
21,967 |
|
|
|
|
1,803,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Stuart A. Tross |
|
|
2023 |
|
|
|
412,478 |
|
|
|
|
1,480,800 |
|
|
|
|
296,984 |
|
|
|
|
29,991 |
|
(10) |
|
|
2,220,253 |
|
EVP, Chief People and Workplace Officer |
|
|
2022 |
|
|
|
397,206 |
|
|
|
|
936,500 |
|
|
|
|
260,170 |
|
|
|
|
21,028 |
|
|
|
|
1,614,904 |
|
|
|
|
2021 |
|
|
|
383,180 |
|
|
|
|
1,027,434 |
|
|
|
|
254,896 |
|
|
|
|
14,777 |
|
|
|
|
1,680,287 |
|
(1) |
Includes amounts earned but deferred at the election of the named executive officer, such as salary deferrals under our 401(k) Plan established under Section 401(k) of the Code. |
(2) |
Represents the aggregate grant date fair value of the restricted stock awards comprised of time-based and performance-based stock awards. Time-based restricted stock awards are valued based on the market price of the stock on the grant date. Performance-based restricted stock awards are valued based on a Monte-Carlo simulation model. Those issued during the year ended December 31, 2023 had a grant date fair value of $9.40 per share and will vest on July 15, 2026 provided that the closing price of the Company’s common stock on such vesting date is not less than the closing price on July 1, 2023. The fair value of the performance-based restricted stock awards was determined using a share price of $4.55, risk-free interest rate of 4.19%, volatility of 74%, and a dividend yield of 0%. The number of shares delivered on the vesting date is determined by the percentile ranking of TSR over the period from July 1, 2023 until June 30, 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology |
35
|
Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% of target, 90th percentile or higher=300% maximum. Payout values will be interpolated between these percentile rankings. The 300% maximum yields the following: Mr. Castagna, $5,760,300; Mr. Binder, $1,542,450; Ms. Sabella, $382,200; Mr. Thomson, $1,542,450 and Mr. Tross, $1,542,450. |
(3) |
Non-equity incentive plan compensation is based on individual performance in the achievement of corporate objectives. Performance is compared to these objectives annually. |
(4) |
Amounts include employer contributions credited under our 401(k) Plan and the incremental cost of perquisites received by the named executive officers. Under the 401(k) Plan, which is open to substantially all of our employees, we make matching contributions based on each participant’s voluntary salary deferrals, subject to the provisions of the 401(k) Plan and limits of the Code. |
(5) |
Includes $9,362 in contributions under the 401(k) Plan and $12,475 in medical benefits. |
(6) |
Includes $12,123 in contributions under the 401(k) Plan and $11,826 in medical benefits. |
(7) |
On March 21, 2023, Ms. Sabella was appointed as Executive Vice President, Chief Operating Officer. |
(8) |
Includes $4,830 in contributions under the 401(k) Plan and $823 in medical benefits. |
(9) |
Includes $3,444 in contributions under the 401(k) Plan and $16,655 in medical benefits. |
(10) |
Includes $10,973 in contributions under the 401(k) Plan and $19,018 in medical benefits. |
36
Grants of Plan-Based Awards
The following table summarizes the equity awards granted to the named executive officers during the fiscal year ended December 31, 2023.
|
|
|
|
Estimated Future Payouts under |
|
|
Estimated Future Payouts under |
|
|
All Other Stock Awards: Number of Shares of Stock or |
|
|
Grant Date Fair Value of Stock and Option |
|
||||||||||||||||||||
Name |
|
Grant Date |
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Units |
|
|
Awards |
|
||||||||
Michael E. Castagna |
|
5/25/2023 |
(1) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
211,000 |
|
|
|
422,000 |
|
|
|
1,266,000 |
|
|
|
— |
|
|
|
3,966,800 |
|
|
|
5/25/2023 |
(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
345,000 |
|
|
|
1,569,750 |
|
|
|
|
|
|
— |
|
|
|
561,237 |
|
|
|
1,122,474 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Steven B. Binder |
|
5/25/2023 |
(1) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
56,500 |
|
|
|
113,000 |
|
|
|
339,000 |
|
|
|
— |
|
|
|
1,062,200 |
|
|
|
5/25/2023 |
(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
92,000 |
|
|
|
418,600 |
|
|
|
|
|
|
— |
|
|
|
241,375 |
|
|
|
482,750 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Lauren M. Sabella |
|
5/23/2023 |
(3) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
210,000 |
|
|
|
978,600 |
|
|
|
5/25/2023 |
(1) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,000 |
|
|
|
28,000 |
|
|
|
84,000 |
|
|
|
— |
|
|
|
263,200 |
|
|
|
5/25/2023 |
(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,250 |
|
|
|
105,788 |
|
|
|
|
|
|
— |
|
|
|
160,769 |
|
|
|
321,539 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
David B. Thomson |
|
5/25/2023 |
(1) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
56,500 |
|
|
|
113,000 |
|
|
|
339,000 |
|
|
|
— |
|
|
|
1,062,200 |
|
|
|
5/25/2023 |
(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
92,000 |
|
|
|
418,600 |
|
|
|
|
|
|
— |
|
|
|
244,806 |
|
|
|
489,611 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stuart A. Tross |
|
5/25/2023 |
(1) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
56,500 |
|
|
|
113,000 |
|
|
|
339,000 |
|
|
|
— |
|
|
|
1,062,200 |
|
|
|
5/25/2023 |
(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
92,000 |
|
|
|
418,600 |
|
|
|
|
|
|
— |
|
|
|
206,239 |
|
|
|
412,478 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
(1) |
The restricted stock units will vest on July 15, 2026 provided that the closing price of the Company’s common stock on such vesting date is not less than the closing price on July 1, 2023 and subject to continuing service. The number of shares delivered on the vesting date is determined by the percentile ranking of the Company’s total stockholder return (TSR) over the period from July 1, 2023 until June 30, 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. The grant date fair value is based on a Monte-Carlo simulation model. |
(2) |
The restricted stock units will vest 25% on July 15, 2024 and an additional 25% on each of the first three anniversaries of such date until fully vested, subject to continuing service. The grant date fair value is based on the market price of the stock on the grant date. |
(3) |
The restricted stock units will vest 25% on each of the first four anniversaries of the vesting determination date of March 27, 2023, until fully vested. |
(4) |
Annual cash incentive awards under our STI plan are based on a percentage of base salary of 80% for Mr. Castagna and 50% for other NEOs. Actual payout of these awards is assessed by the Compensation Committee as a result of performance against defined corporate objectives. Estimates of these payouts are computed using the following percentages of meeting the corporate objectives: threshold = 0%, target = 100%, and maximum = 200%. The Compensation Committee assessed the achievement of corporate goals of 144% for the year ended December 31, 2023, resulting in the following amounts payable: Mr. Castagna, $808,181; Mr. Binder, $347,580; Ms. Sabella, $231,508; Mr. Thomson, $352,520 and Mr. Tross $296,984. |
37
Outstanding Equity Awards at Fiscal Year End
The following table sets forth summary information regarding the outstanding equity awards at December 31, 2023 granted to each of our named executive officers.
|
|
Option Awards |
|
|
Stock Awards |
|
||||||||||||||||||||||||||||||
Name |
|
Number of |
|
|
Number of |
|
|
Equity Incentive |
|
|
Option |
|
|
Option |
|
|
Number |
|
|
Market |
|
|
Equity Incentive |
|
|
Equity Incentive |
|
|||||||||
Michael E. Castagna |
|
|
65,840 |
|
(1) |
|
— |
|
|
|
— |
|
|
|
4.55 |
|
|
5/19/2026 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
150,000 |
|
(2) |
|
50,000 |
|
(2) |
|
— |
|
|
|
4.55 |
|
|
5/19/2026 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
112,575 |
|
(3) |
|
37,525 |
|
(3) |
|
— |
|
|
|
1.42 |
|
|
5/25/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
173,250 |
|
(4) |
|
57,750 |
|
(4) |
|
— |
|
|
|
1.52 |
|
|
5/29/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
191,000 |
|
(5) |
|
— |
|
|
|
— |
|
|
|
1.52 |
|
|
5/29/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
534,000 |
|
(6) |
|
— |
|
|
|
— |
|
|
|
1.91 |
|
|
5/16/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
584,000 |
|
(7) |
|
— |
|
|
|
— |
|
|
|
1.32 |
|
|
5/14/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
102,250 |
|
(8) |
|
372,190 |
|
|
|
226,000 |
|
(9) |
|
822,640 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
95,046 |
|
(10) |
|
345,967 |
|
|
|
311,000 |
|
(11) |
|
1,132,040 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
190,500 |
|
(12) |
|
693,420 |
|
|
|
422,000 |
|
(13) |
|
1,536,080 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
345,000 |
|
(14) |
|
1,255,800 |
|
|
|
— |
|
|
|
— |
|
Steven B. Binder |
|
|
135,075 |
|
(15) |
|
45,025 |
|
(15) |
|
— |
|
|
|
1.47 |
|
|
8/24/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
214,000 |
|
(6) |
|
— |
|
|
|
— |
|
|
|
1.91 |
|
|
5/16/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
234,000 |
|
(7) |
|
— |
|
|
|
— |
|
|
|
1.32 |
|
|
5/14/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
41,000 |
|
(8) |
|
149,240 |
|
|
|
79,000 |
|
(9) |
|
287,560 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34,537 |
|
(10) |
|
125,715 |
|
|
|
110,000 |
|
(11) |
|
400,400 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
67,500 |
|
(12) |
|
245,700 |
|
|
|
113,000 |
|
(13) |
|
411,320 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
92,000 |
|
(14) |
|
334,880 |
|
|
|
— |
|
|
|
— |
|
Lauren M. Sabella |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
210,000 |
|
(16) |
|
764,400 |
|
|
|
28,000 |
|
(13) |
|
101,920 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23,250 |
|
(14) |
|
84,630 |
|
|
|
— |
|
|
|
— |
|
David B. Thomson |
|
|
8,680 |
|
(17) |
|
— |
|
|
|
— |
|
|
|
35.45 |
|
|
8/21/2024 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
14,460 |
|
(18) |
|
— |
|
|
|
— |
|
|
|
19.55 |
|
|
8/27/2025 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
87,780 |
|
(19) |
|
— |
|
|
|
— |
|
|
|
4.60 |
|
|
2/18/2026 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
60,000 |
|
(2) |
|
20,000 |
|
(2) |
|
— |
|
|
|
4.55 |
|
|
5/19/2026 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
112,575 |
|
(3) |
|
37,525 |
|
(3) |
|
— |
|
|
|
1.42 |
|
|
5/25/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
214,000 |
|
(6) |
|
— |
|
|
|
— |
|
|
|
1.91 |
|
|
5/16/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
234,000 |
|
(7) |
|
— |
|
|
|
— |
|
|
|
1.32 |
|
|
5/14/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
41,000 |
|
(8) |
|
149,240 |
|
|
|
79,000 |
|
(9) |
|
287,560 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34,706 |
|
(10) |
|
126,330 |
|
|
|
110,000 |
|
(11) |
|
400,400 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
67,500 |
|
(12) |
|
245,700 |
|
|
|
113,000 |
|
(13) |
|
411,320 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
92,000 |
|
(14) |
|
334,880 |
|
|
|
— |
|
|
|
— |
|
Stuart A. Tross |
|
|
80,000 |
|
(20) |
|
— |
|
|
|
— |
|
|
|
2.70 |
|
|
2/16/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
60,000 |
|
(21) |
|
20,000 |
|
(21) |
|
— |
|
|
|
2.70 |
|
|
2/16/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
84,432 |
|
(3) |
|
28,143 |
|
(3) |
|
— |
|
|
|
1.42 |
|
|
5/25/2027 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
214,000 |
|
(6) |
|
— |
|
|
|
— |
|
|
|
1.91 |
|
|
5/16/2028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
234,000 |
|
(7) |
|
— |
|
|
|
— |
|
|
|
1.32 |
|
|
5/14/2029 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
41,000 |
|
(8) |
|
149,240 |
|
|
|
79,000 |
|
(9) |
|
287,560 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
34,358 |
|
(10) |
|
125,063 |
|
|
|
110,000 |
|
(11) |
|
400,400 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
67,500 |
|
(12) |
|
245,700 |
|
|
|
113,000 |
|
(13) |
|
411,320 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
92,000 |
|
(14) |
|
334,880 |
|
|
|
— |
|
|
|
— |
|
(1) |
25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 19, 2016. |
(2) |
Performance based non-qualified option grant on May 19, 2016, which shall vest upon the achievement of certain corporate objectives. |
(3) |
Performance based non-qualified option grant on May 25, 2017, which shall vest upon the achievement of certain corporate objectives. |
(4) |
Performance based non-qualified option grant on May 29, 2017, which shall vest upon the achievement of certain corporate objectives. |
(5) |
25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 29, 2017. |
(6) |
25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 16, 2018. |
(7) |
25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 14, 2019. |
38
(8) |
Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting commencement date; shares shall fully vest on the fourth anniversary of the vesting commencement date. The vesting commencement date is August 27, 2020. |
(9) |
Performance Restricted Stock Unit: vest on May 17, 2024 provided that the closing price of the Company’s common stock on such vesting date is not less than the closing price on May 18, 2021. The number of shares delivered on the vesting date is determined by the percentile ranking of MannKind total stockholder return (TSR) over the period from May 18, 2021 until May 17, 2024 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. |
(10) |
Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting commencement date; shares shall fully vest on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 18, 2021. |
(11) |
Performance Restricted Stock Unit: vest on May 10, 2025 provided that the closing price of the Company’s common stock on such vesting date is not less than the closing price on May 10, 2022. The number of shares delivered on the vesting date is determined by the percentile ranking of MannKind total stockholder return (TSR) over the period from May 10, 2022 until May 10, 2025 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. |
(12) |
Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting commencement date; shares shall fully vest on the fourth anniversary of the vesting commencement date. The vesting commencement date is May 10, 2022. |
(13) |
Performance Restricted Stock Unit: vest on July 15, 2026 provided that the closing price of the Company’s common stock on June 30, 2026 is not less than the closing price on July 1, 2023. The number of shares delivered on the vesting date is determined by the percentile ranking of MannKind total stockholder return (TSR) over the period from July 1, 2023 until June 30, 2026 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. |
(14) |
Restricted Stock Unit Award: 25% vest on July 15, 2024 and an additional 25% vest each year on the anniversary of such date; shares shall fully vest on the third anniversary of such date. |
(15) |
Performance based non-qualified option grant on August 24, 2017, which shall vest upon the achievement of certain corporate objectives. |
(16) |
Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting commencement date; shares shall fully vest on the fourth anniversary of the vesting commencement date. The vesting commencement date is March 27, 2023. |
(17) |
25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is August 21, 2014. |
(18) |
25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is August 27, 2015. |
(19) |
25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is February 18, 2016. |
(20) |
25% vesting on the anniversary of the vesting commencement date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting commencement date. The vesting commencement date is February 16, 2017. |
(21) |
Performance based non-qualified option grant on February 16, 2017, which shall vest upon the achievement of certain corporate objectives. |
(22) |
Market or payout value of unearned or unvested EIP Awards was computed using the closing price of our common stock of $3.64 on December 29, 2023 multiplied by the number of unearned or unvested EIP Awards at December 31, 2023. |
39
Option Exercises and Stock Vested
The following table contains information relating to the vesting of stock by the named executive officers during the fiscal year ended December 31, 2023. No options were exercised by the named executive officers during this period.
|
|
Stock Awards (1) |
|
|||||
Name |
|
Shares Acquired |
|
|
Value Realized |
|
||
Michael E. Castagna |
|
|
1,713,273 |
|
|
|
8,058,725 |
|
Steven B. Binder |
|
|
680,768 |
|
|
|
3,203,262 |
|
Lauren M. Sabella |
|
— |
|
|
— |
|
||
David B. Thomson |
|
|
680,853 |
|
|
|
3,203,650 |
|
Stuart A. Tross |
|
|
680,680 |
|
|
|
3,202,861 |
|
(1) |
Shares acquired on vesting represent restricted stock awards that vested during the one-year period. |
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Michael Castagna, our Chief Executive Officer.
In calculating the annual total compensation, we used the actual base salary in 2023, the actual cash short-term incentive compensation paid in 2024 for performance in 2023, the grant date fair value of the equity awards granted in 2023, and the value of all other compensation, contributions under the 401(k) plan and medical benefits. We identified the median employee by examining the 2023 total compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2023. We included all employees, as all our employees are U.S.-based.
The annual total compensation for 2023 was $160,531 for our median employee and $7,068,114 for Mr. Castagna. The resulting ratio of our CEO’s pay to the pay of our median employee for 2023 is approximately 44 to 1.
40
Pay Versus Performance
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer (“NEO”) pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the Compensation Discussion and Analysis beginning on page 27.
Required Tabular Disclosure of Pay Versus Performance
The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
(i) |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 |
|
|
|
|
|
|
|
|||||||||||
Year |
|
Summary Compensation |
|
|
Compensation Actually Paid |
|
|
Average Summary Compensation Table Total for |
|
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
|
Total Shareholder Return |
|
|
NASDAQ Biotechnology Index Total Shareholder Return |
|
|
Net Loss |
|
|
|
|
||||||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
(1) |
The following individuals are our PEO and other non-PEO NEOs for each fiscal year: |
Year |
|
PEO |
|
Non-PEO NEOs |
2023 |
|
|
Steven B. Binder, Lauren M. Sabella, David B. Thomson, and Stuart A. Tross |
|
2022 |
|
|
Steven B. Binder, Alejandro Galindo, Joseph Kocinsky, Sanjay Singh, David B. Thomson, and Stuart A. Tross |
|
2021 |
|
|
Steven B. Binder, Joseph Kocinsky, David B. Thomson, and Stuart A. Tross |
|
2020 |
|
|
Steven B. Binder, Joseph Kocinsky, David B. Thomson, and Stuart A. Tross |
(2) |
The dollar amounts reported in column (b) and (d) are the amounts of total compensation reported for Mr. Castagna (our Chief Executive Officer and PEO) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
(3) |
The dollar amounts reported in column (c) and (e) represent the amount of CAP to Mr. Castagna and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for each year to determine the CAP for the year ended December 31, 2023: |
41
|
|
|
|
|
|
PEO |
|
|
Average Non-PEO NEOs |
|
||
Summary Compensation Table Total |
|
|
|
|
|
|
||||||
Deduct: Grant Date Fair Value of "Stock Awards” Column in the Summary Compensation Table for Applicable FY |
|
|
|
|
|
|
||||||
Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End (7) |
|
|
|
|
|
|
||||||
Add: Year over Year Change in Fair Value of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End (7) |
|
|
( |
) |
|
|
( |
) |
||||
Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY |
|
|
( |
) |
|
|
( |
) |
||||
Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY |
|
— |
|
|
— |
|
||||||
Add: Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date |
|
— |
|
|
— |
|
||||||
CAP |
|
|
|
|
|
|
||||||
(4) |
The amounts reflect the cumulative total shareholder return of our common stock (column (f)) and the NASDAQ Biotechnology Index (column (g)) at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2019, and reinvestment of dividends, if any. |
(5) |
The dollar amounts reported in column (h) represent the net loss as reported in the Company’s audited financial statements for the applicable year. |
(6) |
As required by Item 402(v) of Regulation S-K, we have determined that Total Revenue is the Company-Selected Measure. |
(7) |
The fair values of PSUs and stock options vested during the fiscal year or outstanding as of fiscal year end were estimated using the Monte Carlo simulation model and Black-Scholes option valuation model, respectively. The following valuation assumptions used to calculate the fair values of these awards differed materially from the assumptions used to value the awards on their respective grant dates: |
Assumptions |
PSUs |
|
Stock Options |
Term (years) |
|
||
Correlation Coefficient — MannKind |
|
— |
|
Correlation Coefficient — Peer Average |
|
— |
|
Correlation Coefficient — Peer Median |
|
— |
|
Beginning Average Stock Price |
$ |
|
— |
Valuation Date Stock Price |
$ |
|
$ |
Initial TSR |
( |
|
— |
Risk-Free Rate |
|
— |
|
Volatility — MannKind |
|
||
Volatility — Peer Average |
|
— |
|
Volatility — Peer Median |
|
— |
|
Exercise Price |
— |
|
$ |
42
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the NASDAQ Biotechnology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and does not represent the compensation actually earned by or paid to our NEOs during the applicable years.
CAP vs Cumulative TSR
Compensation Actually Paid vs Net Income
CAP vs Total Revenue
43
The most important financial and non-financial performance measures used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year to the company’s performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 27.
All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
44
Potential Payments upon Termination or Change of Control
Estimated Potential Payments
We have entered into a severance agreement with Mr. Thomson and change of control agreements with each named executive officer. The table below sets forth the estimated current value of payments and benefits to each of the named executive officers upon certain terminations or upon certain terminations in connection with a change of control, as described following the table below. The amounts shown assume that the triggering event occurred on December 31, 2023 and do not include other benefits earned during the term of the named executive officer’s employment that are available to all salaried employees, such as accrued vacation and benefits paid by insurance providers under life and disability policies.
|
|
|
|
Triggering Event |
|
||||||||
|
|
|
|
Termination |
|
|
|
Change in Control |
|
||||
Michael E. Castagna |
|
Salary continuation and annual STI consideration |
|
|
— |
|
|
|
|
|
2,780,178 |
|
|
|
|
Continuing health and welfare benefits (2) |
|
|
— |
|
|
|
|
|
51,303 |
|
|
|
|
Value of accelerated unvested equity awards (3)(4) |
|
|
— |
|
|
|
|
|
4,085,779 |
|
|
|
|
Total |
|
|
— |
|
|
|
|
|
6,917,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Steven B. Binder |
|
Salary continuation and annual STI consideration |
|
|
— |
|
|
|
|
|
1,631,178 |
|
|
|
|
Continuing health and welfare benefits (2) |
|
|
— |
|
|
|
|
|
35,465 |
|
|
|
|
Value of accelerated unvested equity awards (3)(5) |
|
|
— |
|
|
|
|
|
1,513,799 |
|
|
|
|
Total |
|
|
— |
|
|
|
|
|
3,180,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Lauren Sabella |
|
Salary continuation and annual STI consideration |
|
|
— |
|
|
|
|
|
713,816 |
|
|
|
|
Continuing health and welfare benefits (2) |
|
|
— |
|
|
|
|
|
36,262 |
|
|
|
|
Value of accelerated unvested equity awards (3)(6) |
|
|
— |
|
|
|
|
|
849,030 |
|
|
|
|
Total |
|
|
— |
|
|
|
|
|
1,599,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
David B. Thomson |
|
Salary continuation and annual STI consideration |
|
|
|
1,329,331 |
|
|
|
|
|
1,692,922 |
|
|
|
Continuing health and welfare benefits (2) |
|
|
|
51,708 |
|
|
|
|
|
51,708 |
|
|
|
Value of accelerated unvested equity awards (3)(7) |
|
|
— |
|
|
|
|
|
1,500,015 |
|
|
|
|
Total |
|
|
|
1,381,039 |
|
|
|
|
|
3,244,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Stuart A. Tross |
|
Salary continuation and annual STI consideration |
|
|
— |
|
|
|
|
|
1,426,219 |
|
|
|
|
Continuing health and welfare benefits (2) |
|
|
— |
|
|
|
|
|
51,708 |
|
|
|
|
Value of accelerated unvested equity awards (3)(8) |
|
|
— |
|
|
|
|
|
1,496,721 |
|
|
|
|
Total |
|
|
— |
|
|
|
|
|
2,974,648 |
|
|
(1) |
Represents estimated current value of payments and benefits payable upon termination without cause or resignation for good reason following a change of control. The terms of change of control agreements with our named executive officers are detailed under the heading “Change of Control Provisions.” |
(2) |
Represents the estimated cost of providing or paying for continuing medical and dental coverage for 18 months. The amounts for medical and dental insurance coverage are based on rates charged to our employees for post-employment coverage provided in accordance with the Consolidated Omnibus Reconciliation Act of 1985, or COBRA. |
(3)
|
Per SEC rules, the intrinsic value of accelerated unvested stock options was calculated using the closing price of our common stock of $3.64 on December 29, 2023. The intrinsic value is the aggregate spread between $3.64 and the exercise price of the accelerated options, if less than $3.64. Accelerated options with exercise prices equal or greater than $3.64 have no intrinsic value. The full value awards are valued at the December 29, 2023 closing price of our common stock. |
(4) |
Includes the value of 95,275 unvested stock options, 630,546 shares subject to unvested restricted stock units and 435,400 shares subject to unvested performance restricted stock units based on an estimated share delivery assumption of 0%, 140% and 0% for awards issued in 2021, 2022 and 2023, respectively. |
(5) |
Includes the value of 45,025 unvested stock options, 235,037 shares subject to unvested restricted stock units and 154,000 shares subject to unvested performance restricted stock units based on an estimated share delivery assumption of 0%, 140% and 0% for awards issued in 2021, 2022 and 2023, respectively. |
(6) |
Includes the value of 233,250 shares subject to unvested restricted stock units. |
(7) |
Includes the value of 37,525 unvested stock options, 235,206 shares subject to unvested restricted stock units and 154,000 shares subject to unvested performance restricted stock units based on an estimated share delivery assumption of 0%, 140% and 0% for awards issued in 2021, 2022 and 2023, respectively. |
(8) |
Includes the value of 48,143 unvested stock options, 234,858 shares subject to unvested restricted stock units and 154,000 shares subject to unvested performance restricted stock units based on an estimated share delivery assumption of 0%, 140% and 0% for awards issued in 2021, 2022 and 2023, respectively. |
45
Executive Severance Agreements
In October 2007, we entered into an executive severance agreement with Mr. Thomson. This agreement is for a period of two years and will be automatically renewed for additional one-year periods unless either party gives notice to terminate the agreement at least 90 days prior to the end of its initial term or any subsequent term.
The agreement provides that Mr. Thomson is an “at will” employee and that his employment with us may be terminated at any time by him or by us. Under the agreement, in the event we terminate Mr. Thomson’s employment without cause (as defined below) or he terminates his employment with us for good reason (as defined below), then he is generally entitled to receive the following:
In addition, the executive severance agreement provides that, on the condition that Mr. Thomson executes and does not revoke a release, each vested stock option held by him on the date of termination will be exercisable for a period ending on the earlier of 18 months following that date or the end of the original term of the option.
Under his agreement, Mr. Thomson may be terminated for cause if he, among other things:
Under Mr. Thomson’s agreement, good reason includes, among other things:
Under Mr. Thomson’s agreement, he must inform us if he intends to terminate his agreement for good reason. We have 30 days from the date we receive notice of his intent to terminate the agreement for good reason to cure the default.
46
Change of Control Agreements
Starting in April 2017, we entered into change of control agreements with each named executive officer. Each agreement is for a period of two years and will be automatically renewed for additional one-year periods unless either party gives notice to terminate the agreement at least 90 days prior to the end of its initial term or any subsequent term.
Under the agreements, a change of control will be deemed to occur upon:
The agreements provide that in the event of a change of control, the employee is generally entitled to maintain the same position, authority and responsibilities held before the change of control, as well as the following compensation and benefits during the period ending on the earlier of two years following the change of control or the termination of his or her employment with us:
Under the change of control agreements, we may terminate an executive with or without cause (as defined below) and the executive may terminate his or her employment with us for good reason (as defined below) or any reason at any time during the two-year period following a change of control. In the event we terminate an executive without cause or an executive terminates his or her employment with us for good reason, he or she is generally entitled to receive the following:
47
In addition, the agreements provide that, on the condition the employee executes and does not revoke a release, each equity award held by him or her as of the termination date will become fully vested and exercisable at any point during the term of the option, subject to certain limitations.
Under the agreements, in the event we terminate an employee with cause or an employee terminates his or her employment with us without good reason, his or her agreement will terminate without any further obligation to either party.
The change of control agreements provide that an employee may be terminated for cause if he or she, among other things:
Under the agreements, good reason includes, among other things:
Under the change of control agreements, an employee must inform us if he or she intends to terminate his or her agreement for good reason. We have 30 days from the date we receive notice of the employee’s intent to terminate the agreement for good reason to cure the default.
The executive severance agreements and the change of control agreements with Mr. Thomson provide that in the event such executive becomes entitled to benefits under both agreements, compensation payments and other benefits will be coordinated to ensure the executive is entitled to receive the benefits described above without duplicating coverage.
48
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2023.
Equity Compensation Plan Information
Plan Category |
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
|
||||
Equity compensation plans approved by security holders |
|
|
8,400,611 |
|
|
|
2.39 |
|
|
|
29,272,263 |
|
|
(1 |
) |
Equity compensation plans not approved by security holders (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
(1) |
Includes 26,374,063 shares available for issuance under the EIP and 2,898,200 shares available for purchase under our ESPP. The amount of shares available for issuance under the EIP was determined with a share delivery assumption of 0%, 140% and 0% for performance restricted stock units issued in 2021, 2022 and 2023, respectively. |
(2) |
As of December 31, 2023, we did not have any equity compensation plans that were not approved by our security holders. |
49
COMPENSATION COMMITTEE REPORT
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filing of MannKind under the Securities Act or the Exchange Act, except to the extent MannKind specifically incorporates this report by reference.
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
|
|
Compensation Committee |
|
|
|
|
Anthony Hooper |
|
Compensation Committee Chair |
|
|
Sabrina Kay |
|
Compensation Committee Member |
|
|
Kent Kresa |
|
Compensation Committee Member |
|
|
James S. Shannon |
|
Compensation Committee Member |
50
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 21, 2024 by: (i) each person, entity or group known to the Company to be the beneficial owner of more than 5% of the Company’s common stock; (ii) each director and nominee for director; (iii) each of the executive officers named in the Summary Compensation Table, who we refer to as the named executive officers; and (iv) all current executive officers and directors of the Company as a group. Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.
Applicable percentages are based on 270,762,792 shares outstanding on March 21, 2024, adjusted as required by rules promulgated by the SEC. 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. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before May 20, 2024, which is 60 days after March 21, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address for each person or entity listed in the table is c/o MannKind Corporation, 1 Casper Street, Danbury, Connecticut 06810.
|
|
Beneficial Ownership |
|
|||||
Identity of Owner or Group |
|
Number of Shares |
|
|
Percent of Total |
|
||
Greater than 5% Stockholders |
|
|
|
|
|
|
||
BlackRock, Inc. (1) |
|
|
22,297,032 |
|
|
|
8.2 |
% |
Vanguard Group (2) |
|
|
15,248,608 |
|
|
|
5.6 |
% |
Named Executive Officers and Directors |
|
|
|
|
|
|
||
Michael E. Castagna (3) |
|
|
3,061,982 |
|
|
|
1.1 |
% |
Steven B. Binder (4) |
|
|
1,135,420 |
|
|
* |
|
|
Lauren M. Sabella (5) |
|
|
82,685 |
|
|
* |
|
|
David B. Thomson (6) |
|
|
1,224,977 |
|
|
* |
|
|
Stuart A. Tross (7) |
|
|
1,391,985 |
|
|
* |
|
|
Ronald J. Consiglio (8) |
|
|
165,029 |
|
|
* |
|
|
Michael Friedman (9) |
|
|
75,066 |
|
|
* |
|
|
Jennifer Grancio |
|
|
110,701 |
|
|
* |
|
|
Anthony Hooper |
|
|
176,153 |
|
|
* |
|
|
Sabrina Kay |
|
|
107,033 |
|
|
* |
|
|
Kent Kresa (10) |
|
|
309,333 |
|
|
* |
|
|
Christine Mundkur |
|
|
27,675 |
|
|
* |
|
|
James S. Shannon (11) |
|
|
68,963 |
|
|
* |
|
|
All current executive officers and directors as a group (15 persons) (12) |
|
|
8,137,779 |
|
|
|
3.0 |
% |
* |
Less than 1%. |
(1) |
Based solely on information contained in Schedule 13G/A as filed with the SEC on January 25, 2024 by BlackRock, Inc. (“BlackRock”). According to the Schedule 13G/A, BlackRock has sole voting power with respect to 21,935,909 shares and sole dispositive power with respect to 22,297,032 shares. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. The Schedule 13G/A filed by BlackRock provides information only as of December 31, 2023. Because the information in the table above does not reflect any transactions between December 31, 2023 and March 21, 2024, BlackRock’s actual beneficial ownership of our common stock on March 21, 2024 may be different than reported in the table above. |
(2) |
Based solely on information contained in Schedule 13G/A as filed with the SEC on February 13, 2024 by Vanguard Group. (“Vanguard”). According to the Schedule 13G/A, Vanguard has shared voting power with respect to 420,635 shares, sole dispositive power with respect to 14,578,177 shares and shared dispositive power with respect to 670,431 shares. The address is Vanguard is 100 Vanguard Blvd., Malver, PA 19355. The Schedule 13G/A filed by Vanguard provides information only as of December 30, 2023. Because the information in the table above does not reflect any transactions between December 30, 2023 and March 21, 2024, Vanguard’s actual beneficial ownership of our common stock on March 21, 2024 may be different than reported in the table above. |
(3) |
Includes (i) 914,294 shares of common stock, (ii) 1,810,665 shares of common stock issuable upon the exercise of vested stock options, (iii) 111,023 shares to be issued pursuant to the vesting of time-based restricted stock units and (iv) 226,000 shares to be issued pursuant to a share delivery assumption of 100% for performance-based restricted stock units within 60 days of March 21, 2024. |
(4) |
Includes (i) 433,576 shares of common stock, (ii) 583,075 shares of common stock issuable upon the exercise of vested stock options, (iii) 39,769 shares to be issued pursuant to the vesting of time-based restricted stock units and (iv) 79,000 shares to be issued pursuant to a share delivery assumption of 100% for performance-based restricted stock units within 60 days of March 21, 2024. |
51
(5) |
Includes (i) 30,185 shares of common stock and (ii) 52,500 shares to be issued pursuant to the vesting of time-based restricted stock units within 60 days of March 21, 2024. |
(6) |
Includes (i) 374,629 shares of common stock, (ii) 731,495 shares of common stock issuable upon the exercise of vested stock options, (iii) 39,853 shares to be issued pursuant to the vesting of restricted stock units and (iv) 79,000 shares to be issued pursuant to a share delivery assumption of 100% for performance-based restricted stock units within 60 days of March 21, 2024. |
(7) |
Includes (i) 600,874 shares of common stock, (ii) 672,432 shares of common stock issuable upon the exercise of vested stock options, (iii) 39,679 shares to be issued pursuant to the vesting of restricted stock units and (iv) 79,000 shares to be issued pursuant to a share delivery assumption of 100% for performance-based restricted stock units within 60 days of March 21, 2024. |
(8) |
Includes (i) 118,428 shares of common stock and (ii) 46,601 shares of common stock issuable upon the exercise of vested stock options. |
(9) |
Includes (i) 14,946 shares of common stock and (ii) 60,120 shares of common stock issuable upon the exercise of vested stock options. |
(10) |
Includes (i) 264,893 shares of common stock and (ii) 44,440 shares of common stock issuable upon the exercise of vested stock options. |
(11) |
Includes (i) 24,458 shares of common stock and (ii) 44,505 shares of common stock issuable upon the exercise of vested stock options. |
(12) |
Includes the shares beneficially owned by the NEOs and directors listed above plus 200,777 shares held by two additional executive officers. |
52
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are MannKind stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker, direct your written request to MannKind Corporation, Investor Relations, 1 Casper Street, Danbury, Connecticut 06810 or contact David Thomson at (818) 661-5000. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their address and would like to request “householding” of their communications should contact their broker.
ANNUAL REPORT
A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023, FILED WITH THE SEC ON FEBRUARY 27, 2024, IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO: MANNKIND CORPORATION, INVESTOR RELATIONS, 1 Casper Street, Danbury, Connecticut 06810.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
|
By Order of the Board of Directors |
|
|
|
|
|
|
|
David B. Thomson |
|
Executive Vice President, General Counsel and Secretary |
|
|
Danbury, Connecticut |
|
April 5, 2024 |
|
53
NKIND CORPORATION For Withhold For All To withhold authority to vote for any individual All All Except nom