| Item 10. |
Directors, Executive Officers and Corporate Governance.
|
Information About Our Directors and Executive Officers.
Board of Directors
Our Board of Directors (the “Board”) currently consists of seven directors and is divided into three classes, with staggered three-year
terms, pursuant to our amended and restated certificate of incorporation and our amended and restated bylaws. The table below sets forth our directors as of April 26, 2023. We have also included below a summary of the business experience of each of
our directors, including a discussion of the qualifications, attributes and skills that led our Board to the conclusion that each of our directors should serve as a director of Femasys.
|
Name
|
|
Age
|
|
Position
|
|
Director Since
|
|
Class I Directors:
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
John Adams, Jr.(2)
|
|
61
|
|
Director
|
|
April 2015
|
| |
|
|
|
|
|
|
|
Edward Uzialko, Jr.
|
|
72
|
|
Director
|
|
August 2005
|
| |
|
|
|
|
|
|
|
Class II Directors:
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Charles Larsen(1)(2)(3)(5)(6)(7)
|
|
71
|
|
Chairperson
|
|
October 2015
|
| |
|
|
|
|
|
|
|
Anne Morrissey(1)(3)
|
|
56
|
|
Director
|
|
May 2021
|
| |
|
|
|
|
|
|
|
Wendy Perrow(2)
|
|
65
|
|
Director
|
|
January 2022
|
| |
|
|
|
|
|
|
|
Class III Directors:
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
Kathy Lee-Sepsick
|
|
56
|
|
Founder, President, Chief Executive Officer and Director
|
|
February 2004
|
| |
|
|
|
|
|
|
|
John Dyett(1)(3)(4)
|
|
53
|
|
Director
|
|
January 2017
|
| (1) |
Member of our audit committee
|
| (2) |
Member of our compensation committee
|
| (3) |
Member of our nominating and corporate governance committee
|
| (4) |
Chairperson of our audit committee
|
| (5) |
Chairperson of our compensation committee
|
| (6) |
Chairperson of our nominating and corporate governance committee
|
|
(7)
|
Chairperson of the Board
|
John Adams, Jr. has served as a member of our Board since April 2015. Mr. Adams has served as Chief Executive Officer of Adams Respiratory Therapeutics Inc. and served as its President from 2003 to 2008. Adams Respiratory developed
Mucinex and was subsequently acquired by Reckitt Benckiser for $2.3 billion. Mr. Adams founded and has managed Legacy Capital Partners, LLC, an investment management and private equity firm focused on healthcare technology and pharmaceutical
development, since 2009. Mr. Adams is a graduate of Austin College in Sherman, Texas with a BA in Business.
Our Board believes that Mr. Adams is qualified to serve on our Board due to his extensive experience in the life sciences as well as his business and
leadership experience.
Edward Uzialko, Jr. has served as a member of our Board since August 2005. Mr. Uzialko was the founder and Chief Executive Officer of Lynk Systems, Inc. from 1991 until it was acquired by Royal Bank of Scotland in 2004. Lynk
provided electronic payment, cash dispensing and e-commerce services. Lynk was a full service Value Added Reseller offering ongoing support for hardware, software, and project development for Hewlett Packard, Motorola, Microsoft and various other
technological products. Mr. Uzialko has also served as the owner and Chief Executive Officer of Mainstream Merchant Services, a credit card processing firm, since 2007. Mr. Uzialko attended the Florida Institute of Technology from 1969 to 1973.
Our Board believes that Mr. Uzialko is qualified to serve on our board due to his experience in the fields of finance and technology.
Charles Larsen has served as a member of our Board since October 2015 and as Chairman of our Board since 2021. Mr. Larsen has over 35 years of operating and technical experience in the medical device industry. He co-founded Novoste
Corporation in 1992 and The Innovation Factory in 1999 and through his role at The Innovation Factory, he co-founded additional companies, including medical device companies such as Acufocus, Inc., AqueSys Inc., Halscion, Inc., Neuronetics, Inc.
and Sebacia, Inc. He holds over 30 issued U.S. and international patents on medical devices. Before joining Novoste, Mr. Larsen held positions with Novoste Puerto Rico, Cordis Corporation, Key Pharmaceuticals and Parke-Davis/Warner Lambert in
executive, senior engineering and project management roles. Mr. Larsen also serves on the Board of Directors of Acufocus, CardioFocus, Intuity Medical Inc., and Torax Medical, Inc, each specialty medical or medical device companies. Mr. Larsen is a
graduate of the New Jersey Institute of Technology with a B.S. in Mechanical Engineering.
Our Board believes that Mr. Larsen is qualified to serve on our Board due to his expertise in medical device companies and technology.
Anne Morrissey has served as a member of our Board since May 2021. She serves as the President and Chief Executive Officer of AblaCare, a medical technology company. Ms. Morrissey served as President and Chief Executive Officer of
Alydia Health from 2016 to 2020, and thereafter as an advisor until it was acquired by Merck in March 2021. She co-founded Vivant Medical in 1998, where she served as Director of Business Development until 2000, and founded Ucan Products in 2011,
where she served as CEO until 2016. Previously, she also served as Marketing Manager at General Surgical Innovations, subsequently acquired by Tyco. She also held positions with Mentor Worldwide, LLC, a Johnson & Johnson Company, and Kimberly
Clark in sales roles. She holds several patents on medical devices and advises several medical device companies, including Raydiant Oximetry. Ms. Morrissey is a graduate of Willamette University with a BA in History.
Our Board believes that Ms. Morrissey is qualified to serve on our Board due to her extensive experience in the life sciences creating new businesses and
establishing strategic direction, as well as her leadership experience.
Wendy Perrow has served as a member of our Board since January 2022. She serves as a Senior Advisor at Princeton Capital Advisors, a global independent advisory firm, and she is a member of the board of advisors for the Maryland
Momentum Fund. Previously, she served as Chief Executive Officer and Board Member of AsclepiX Therapeutics, Inc. from 2016 to 2020. She was the Vice President of Marketing and then Chief Executive Officer of Alba Therapeutics, Inc. from 2008 to
2016. Previously, she served as Vice President, Marketing & Sales for Sigma-Tau Pharmaceuticals focusing on rare and orphan disease products. She also held positions with Merck & Co. in U.S. and global marketing, where she led U.S. and
global launches/initiatives for Zocor®, Varivax®, Cozaar®, and Hyzaar®. Ms. Perrow began her career in a division of the Johnson & Johnson Company. Ms. Perrow also serves as member of the Maryland Life Sciences Advisory Board, the Maryland
TEDCO review board of the Maryland Innovation Initiative, and Women in Bio. Ms. Perrow is a graduate of Duke University, The Fuqua School of Business with an MBA and Eastern Illinois University with a BS in Education.
Our Board believes that Ms. Perrow is qualified to serve on our Board due to her extensive experience as a biotechnology entrepreneur and leader for
innovative biotech and pharmaceutical ventures, as well as her leadership experience in expediting growth, profitability, and fundraising.
Kathy Lee-Sepsick, our founder, has served as our Chief Executive Officer and President since 2004 and as our Chairman from 2004 to 2021. Ms. Lee-Sepsick has served as a senior executive in the medical technologies industry for
nearly three decades, compiling a successful track record in growing emerging companies and corporate operating divisions. She holds over 100 patents globally for Femasys products and product candidates. Ms. Lee-Sepsick was instrumental in the
various stages of product and company life cycles with strategic, operational, and executive responsibilities, at start-ups Novoste Corporation, developer of intravascular therapy solution and SaluMedica, biomaterial developer of artificial
cartilage. At the onset of her career, Ms. Lee-Sepsick served in a product management role at Terumo Medical Corporation, where she was integral in the management of strategic partner, Boston Scientific Corporation. Ms. Lee-Sepsick also serves on
the Board of Directors of Georgia Bio. Ms. Lee-Sepsick is a graduate of Rutgers University with an MBA and a BS in Biochemistry.
Our Board believes that Ms. Lee-Sepsick is qualified to serve on our Board because of the perspective and experience she brings as our founder and Chief
Executive Officer and her background in the life sciences industry.
John Dyett has served as a member of our Board since January 2017. Mr. Dyett has served as the Co-CEO of Salem Partners, LLC since 1997 and Salem Partners Wealth Management, LLC since 2004. Mr. Dyett helped raise several rounds of
venture capital for Adams Respiratory Therapeutics, Inc. which was purchased for $2.3 billion by Reckitt Benckiser in 2008. Mr. Dyett helped launch ZS Pharma, Inc., a specialty pharmaceutical company. ZS Pharma, Inc. completed a successful initial
public offering in June 2014 and was subsequently purchased by AstraZeneca for $2.7 billion. Mr. Dyett serves on the investment committee of Salem Partners Wealth Management. Mr. Dyett was also a banker with Gerard Klauer Mattison & Co., Inc.
and Needham and Co., Inc. Mr. Dyett previously served on the board of directors of Sierra Total Return Fund from 2016 to 2020. Mr. Dyett also serves on the board of directors of Medley Management and OncoNano Medicine. Mr. Dyett is a graduate of
Harvard College with BA in Government and Economics.
Our Board believes that Mr. Dyett is qualified to serve on our Board due to his experience as a biopharmaceutical and medical device private and public
company investor.
Family Relationships
There are no family relationships among any of our directors or executive officers.
Director Compensation
Director Compensation Table
The following table provides information concerning compensation awarded to, earned by and paid to each person who served as a
non-employee member of our Board during the fiscal year ended December 31, 2022. Ms. Lee-Sepsick is not included in the table below, as she is employed as our President and Chief Executive Officer and receives no compensation for her service as a
director. The compensation received by Ms. Lee-Sepsick as an employee is shown in “Executive Compensation-Summary Compensation Table” below.
|
Name
|
|
|
Fees Earned or
Paid in Cash
($)
|
|
|
|
Awards(1)
($)
|
|
|
|
All Other
Compensation
($)
|
|
|
|
Total
($)
|
|
|
John Adams, Jr.
|
|
|
|
46,000
|
|
|
|
|
10,454
|
|
|
|
|
—
|
|
|
|
|
56,454
|
|
|
John Dyett
|
|
|
|
80,000
|
|
|
|
|
10,454
|
|
|
|
|
—
|
|
|
|
|
90,454
|
|
|
Charles Larsen
|
|
|
|
78,736
|
|
|
|
|
10,454
|
|
|
|
|
—
|
|
|
|
|
89,190
|
|
|
Anne Morrissey
|
|
|
|
53,758
|
|
|
|
|
10,454
|
|
|
|
|
—
|
|
|
|
|
64,212
|
|
|
Wendy Perrow(2)
|
|
|
|
43,775
|
|
|
|
|
52,805
|
|
|
|
|
—
|
|
|
|
|
96,580
|
|
|
Edward Uzialko
|
|
|
|
40,290
|
|
|
|
|
10,454
|
|
|
|
|
—
|
|
|
|
|
50,744
|
|
|
William Witte(3)
|
|
|
|
2,177
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
2,177
|
|
|
(1)
|
The values shown reflect the grant date fair value of the non-employee director stock option awards computed in accordance with FASB ASC, Topic 718. See Note 9 to the Annual Report on Form
10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023, for a discussion on the relevant assumptions used in the calculation.
|
|
|
(2)
|
Ms. Perrow joined our Board in January 2022.
|
|
|
(3)
|
Mr. Witte is a former director who transitioned off of our Board in January 2022.
|
|
Non-Employee Director Compensation Arrangements
Our non-employee director compensation policy consists of annual retainer fees and long-term equity awards. Under the policy, each
director who is not an employee will be paid cash compensation as set forth below:
|
|
|
Annual
Retainer
|
|
|
Board of Directors:
|
|
|
|
|
Members
|
|
$
|
40,000
|
|
|
Additional retainer for non-executive chair, if any
|
|
$
|
35,000
|
|
|
Audit Committee:
|
|
|
|
|
|
Members (other than chair)
|
|
$
|
9,000
|
|
|
Retainer for chair
|
|
$
|
20,000
|
|
|
Compensation Committee:
|
|
|
|
|
|
Members (other than chair)
|
|
$
|
6,000
|
|
|
Retainer for chair
|
|
$
|
15,000
|
|
|
Nominating and Corporate Governance Committee:
|
|
|
|
|
|
Members (other than chair)
|
|
$
|
5,000
|
|
|
Retainer for chair
|
|
$
|
10,000
|
|
The Board may, in its discretion, permit a non-employee director to elect to receive any portion of the annual cash retainer in the form
of fully vested and unrestricted shares of common stock in lieu of cash.
Also, pursuant to this policy, on the date of any annual meeting of our stockholders, we intend to grant each eligible non-employee
director an award of an option to purchase 8,500 shares of our common stock (at a per-share exercise price equal to the closing price per share of the common stock on the date of such annual meeting (or on the last preceding trading day)). The terms
of each such award will be set forth in a written award agreement between each non-employee director and us, which will generally provide for vesting after one year of continued service as a director. Each such award will vest in full immediately
prior to the occurrence of a Change in Control (as defined in the Femasys Inc. 2021 Equity Incentive Plan, or the 2021 Plan).
Also, pursuant to this policy, we intend to grant any eligible new non-employee director who joins the board an award of an option to
purchase 17,000 shares of our common stock (at a per-share exercise price equal to the closing price per share of the common stock on the date of such director's election or appointment (or on the last preceding trading day)). The terms of each such
award will be set forth in a written award agreement between the non-employee director and us, which will generally provide for vesting in three equal installments following the date of grant (such that such award will vest in full on the third
anniversary of the date of grant subject to continued service). Each such award will vest in full immediately prior to the occurrence of a Change in Control.
All cash and equity awards granted under the non-employee director compensation policy will be granted under, and subject to the limits
of, the 2021 Plan.
We also reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board and committees thereof.
EXECUTIVE OFFICERS
Our executive officers and their ages as of April 26, 2023 and positions with Femasys are provided in the table below and in the
additional biographical descriptions set forth in the text below the table.
|
Name
|
|
Age
|
|
Position
|
|
Kathy Lee-Sepsick
|
|
55
|
|
Founder, President and Chief Executive Officer and Director
|
|
Dov Elefant
|
|
55
|
|
Chief Financial Officer
|
|
Edward Evantash
|
|
60
|
|
Chief Medical Officer
|
|
Daniel Currie
|
|
59
|
|
Senior Vice President, Operations
|
|
Christine Thomas
|
|
50
|
|
Senior Vice President, Regulatory and Clinical Affairs
|
Our Board chooses our executive officers, who then serve at the discretion of our Board.
Kathy Lee-Sepsick. For a brief biography of Ms. Lee-Sepsick, please see “Information About Our Directors and Executive Officers – Board of Directors.”
Dov Elefant has served as our Chief Financial Officer since February 2022. Mr. Elefant served as the vice president and CFO of Cellectar Biosciences, a late-stage clinical biopharmaceutical company focused on the discovery, development and
commercialization of targeted cancer drugs, from September 2019 to February 2022. He served as Chief Financial Officer at Akari Therapeutics, Plc from January 2012 to September 2019. Prior to his role at Akari Therapeutics, Plc, he was Chief
Financial Officer at Althera Medical Ltd. Mr. Elefant holds a B.S. in Accounting from the Sy Syms School of Business at Yeshiva University.
Edward Evantash has served as our Chief Medical Officer since 2021. Dr. Evantash has over 20 years of leadership experience in medical affairs, including clinical study strategy and execution while serving as Medical Director at Hologic Inc.
from 2009 to March 2020 and Chief Medical Officer at Alydia Health from March 2020 to August 2020. Dr. Evantash has been Co-Founder and Partner at BEspoke Medical Affairs Solutions since August 2020. Dr. Evantash developed and managed product
lifecycle publication pipelines, identified customer knowledge gaps, created programs to overcome barriers to commercial success, and created strategies in alignment with healthcare economics. Before entering industry, Dr. Evantash served as chief
of the division of general obstetrics and gynecology at Tufts Medical Center. In addition, he held faculty appointments at Tufts University School of Medicine, Northeastern University and Harvard Medical School. Dr. Evantash holds a BA in biology
from Brandeis University and a MD from the University of Pennsylvania School of Medicine.
Daniel Currie has served as our Senior Vice President, Operations since 2009 and previously as our Vice President, Operations since 2004. Mr. Currie has over 30 years of operational experience in the medical device industry, including
assignments at early stage and large established companies. He worked closely with research and development teams, implemented and managed quality systems, spearheaded compliance and complaint handling systems at CIBA Vision Corporation. As head of
Quality at Novoste Corporation, he oversaw and was directly involved in design and manufacturing controls, quality auditing (including FDA), evaluating and managing subcontractor operations, managing validation systems and performing product
evaluations and testing. In addition, Mr. Currie was responsible for evaluating facilities outside the United States capable of manufacturing class III medical devices. Once the site was selected, Mr. Currie co-managed a team to establish full
manufacturing operations. Mr. Currie is a graduate of Georgia Southern University with a BBA in Economics.
Christine Thomas has served as our Senior Vice President, Regulatory and Clinical Affairs since October 2022. Ms. Thomas has over 20 years of successful leadership in regulatory and clinical affairs, including global strategy development,
operations, and executive responsibility for medical device companies, such as GE Healthcare, Boston Scientific, Smiths Medical, and RTI Surgical, as well as providing FDA focused consultant expertise with IQVIA a large clinical research
organization. Ms. Thomas has served as vice president of regulatory, quality, design assurance, clinical and compliance over her career. Ms. Thomas has been the regulatory, clinical, and quality lead on multiple M&A opportunities for both
divestiture of product lines and acquisitions for several companies. Ms. Thomas holds a BS in Education from University of Wisconsin – Whitewater and is currently in the Johns Hopkins Master of Science program.
Audit Committee
Our audit committee oversees our corporate accounting and financial reporting process and assists our Board in its oversight of (i) the
integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our risk management program, (iv) the performance of our independent auditor and (v) the design and implementation of our internal audit function
and internal controls. Our audit committee is responsible for, among other things:
| |
•
|
appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;
|
| |
•
|
discussing with our independent auditor any audit problems or difficulties and management's response;
|
| |
•
|
pre-approving all audit and non-audit services provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval
policies established by the committee or exempt from such requirement under SEC rules);
|
| |
•
|
reviewing and discussing our annual and quarterly financial statements with management and our independent auditor;
|
| |
•
|
discussing and overseeing our policies with respect to risk assessment and risk management; and
|
| |
•
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or
auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
|
Our audit committee consists of Mr. Larsen, Mr. Dyett and Ms. Morrissey, with Mr. Dyett serving as chair. All members of our audit
committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has affirmatively determined that Mr. Larsen, Mr. Dyett and Ms. Morrissey meet the definition of “independent director”
under Rule 10A-3 of the Exchange Act and the Nasdaq rules for purposes of serving on the audit committee. In addition, our Board has determined that Mr. Dyett qualifies as an “audit committee financial expert,” as such term is defined in Item
407(d)(5) of Regulation S-K and has the requisite accounting or related financial management expertise and financial sophistication under the applicable rules and regulations of Nasdaq.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions. A current copy of the code is posted on the investor section of our website, which is located at https://ir.femasys.com/governance/governance-documents/. We intend to satisfy the disclosure requirement under
Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the location specified above.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our common stock to
file initial reports of ownership and reports of changes in ownership with the SEC. Based solely on our review of the copies of such forms filed with the SEC and written representations from the directors and executive officers, we believe that all
Section 16(a) filing requirements were timely met in the year ended December 31, 2022.
| Item 11. |
Executive Compensation.
|
Our named executive officers for 2022, which consist of our principal executive officer and the next two most highly compensated
executive officers, are:
Kathy Lee-Sepsick, our founder, President, Chief Executive Officer and Director;
Daniel Currie, our Senior Vice President, Operations; and
Dov Elefant, our Chief Financial Officer.
Summary Compensation Table
The following table provides information concerning compensation awarded to, earned by and paid to each of our named executive officers
during 2022:
|
Name and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
|
Awards(1)
($)
|
|
|
|
All other
compensation
($)
|
|
|
|
Total
($)
|
|
|
Kathy Lee-Sepsick
|
|
2022
|
|
|
|
423,296
|
|
|
|
|
205,403
|
|
|
|
|
30,280
|
(3)
|
|
|
|
658,979
|
|
| President and Chief Executive Officer |
|
2021 |
|
|
|
540,000 |
(2) |
|
|
|
— |
|
|
|
|
26,715
|
(3)
|
|
|
|
566,715
|
|
|
Daniel Currie
|
|
2022
|
|
|
|
322,273
|
|
|
|
|
153,133
|
|
|
|
|
30,280
|
(3)
|
|
|
|
505,686
|
|
|
Senior Vice President, Operations
|
|
2021
|
|
|
|
384,750
|
(2)
|
|
|
|
— |
|
|
|
|
26,715
|
(3)
|
|
|
|
411,465
|
|
|
Dov Elefant(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The values shown reflect the grant date fair value of the stock option awards computed in accordance with FASB ASC, Topic 718. See Note 9 to the Annual Report on Form 10-K for the year ended
December 31, 2022, filed with the SEC on March 30, 2023, for a discussion on the relevant assumptions used in the calculation.
|
|
|
(2)
|
Includes salaries paid in connection with retention plan in place effective November 1, 2019.
|
|
|
(3)
|
Consists of paid family health benefits and 401K match for 2022.
|
|
|
(4)
|
Mr. Elefant was employed as of February 28, 2022.
|
|
Executive Employment Arrangements
We have entered into employment agreements with each of our named executive officers, as further described below. Each of our named
executive officers’ employment is “at-will” and may be terminated at any time.
Ms. Lee-Sepsick. We entered into an amended and restated employment agreement with Ms. Lee-Sepsick, dated June 1, 2021, or the Lee-Sepsick Employment Agreement, providing for her position as President and Chief Executive
Officer. Ms. Lee-Sepsick’s base salary in 2021 was $425,000. The Lee-Sepsick Employment Agreement provides for an indefinite term and is terminable for just cause by us and at will by Ms. Lee-Sepsick, provided Ms. Lee-Sepsick is required to provide
thirty days’ advance written notice to us in the event she voluntarily terminates the Lee-Sepsick Employment Agreement. The Lee-Sepsick Employment Agreement provides for Ms. Lee-Sepsick's eligibility to receive discretionary, performance-based
annual bonuses. The Lee-Sepsick Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment. The Lee-Sepsick Employment Agreement also provides for severance
equal to (i) in the event of a severance-eligible termination of employment that occurs on or within the twelve-month period following a Change of Control (as defined in the Lee-Sepsick Employment Agreement), (A) the sum of (x) 24 months of her
then current base salary and (y) two times her annual target bonus, (B) subsidized COBRA premiums for 24 months following her termination of employment and (C) acceleration in full of the vesting of his outstanding equity awards that are granted by
us, and (ii) in the event of a severance-eligible termination of employment that does not occur on or within the twelve-month period following a Change of Control, (A) the sum of (x) twelve months of her then current base salary and (y) a prorated
portion of her annual bonus, and (B) subsidized COBRA premiums for twelve months following her termination of employment.
Daniel Currie. We entered into an amended and restated employment agreement with Mr. Currie, dated June 1, 2021, providing for his position as Senior Vice President – Operations. Mr. Currie’s base salary in 2022 was $325,000. Mr.
Currie’s employment agreement provides for severance equal to (i) in the event of a severance-eligible termination of employment that occurs on or within the twelve-month period following a Change of Control, (A) the sum of (x) twelve months of his
then current base salary and (y) annual target bonus or commission amount, (B) subsidized COBRA premiums for twelve months following his termination of employment and (C) acceleration in
full of the vesting of any outstanding equity awards that are granted by us on or following the date of effectiveness of the registration statement of which this prospectus forms a part, and (ii) in the event of a severance-eligible termination of
employment that does not occur on or within the twelve-month period following a Change of Control, (A) the sum of (x) nine months of his then current base salary and (y) a prorated portion of his annual target bonus or commission amount, and (B)
subsidized COBRA premiums for nine months following his termination of employment.
Dov Elefant. We entered into an employment agreement with Mr. Elefant, dated February 28, 2022, providing for his position as Chief Financial Officer. Mr. Elefant’s base salary in 2022 was $400,000. Mr. Elefant’s employment
agreement provides for severance equal to (i) in the event of a severance-eligible termination of employment that occurs on or within the twelve-month period following a Change of Control, (A) the sum of (x) eighteen months of his then current base
salary and (y) annual target bonus or commission amount, (B) subsidized COBRA premiums for eighteen months following his termination of employment and (C) acceleration in full of the vesting of any outstanding equity awards that are granted by us
on or following the date of effectiveness of the registration statement of which this prospectus forms a part, and (ii) in the event of a severance-eligible termination of employment that does not occur on or within the twelve-month period
following a Change of Control, (A) the sum of (x) twelve months of his then current base salary and (y) a prorated portion of his annual target bonus or commission amount, and (B) subsidized COBRA premiums for twelve months following his
termination of employment.
Retirement Plans
We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain
eligibility requirements. We expect that our named executive officers will be eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation,
within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation
package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.
Employee Benefits and Perquisites
All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans,
including:
|
•
|
medical, dental and vision benefits;
|
|
•
|
medical and dependent care flexible spending accounts;
|
|
•
|
short-term and long-term disability insurance; and
|
We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.
Outstanding Equity Awards at Fiscal Year-End Table
The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named
executive officer as of December 31, 2022.
|
Name
|
|
Grant Date
|
|
|
|
Vesting
Commencement
Date
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
|
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
|
Option
Exercise
Price
($)
|
|
|
|
Option
Expiration
Date
|
|
Kathy Lee-Sepsick
|
|
03/18/2016
|
|
|
|
—
|
(1)
|
|
|
55,556
|
|
|
|
—
|
|
|
|
|
111,111
|
|
|
|
1.71
|
|
|
|
03/18/2026
|
|
06/30/2017
|
|
|
|
06/01/2017
|
(2) |
|
|
166,668
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
3.24
|
|
|
|
06/30/2027
|
|
12/13/2019
|
|
|
|
11/01/2019
|
(2) |
|
|
4,167
|
|
|
|
1,389
|
(3)
|
|
|
|
—
|
|
|
|
6.12
|
|
|
|
12/13/2029
|
|
|
01/26/2022
|
|
|
|
—
|
(4)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
100,000
|
|
|
|
13.00
|
|
|
|
01/26/2032
|
|
Daniel Currie
|
|
03/18/2016
|
|
|
|
09/11/2015
|
(2) |
|
|
5,556
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
1.71
|
|
|
|
03/18/2026
|
|
06/30/2017
|
|
|
|
06/01/2017
|
(2) |
|
|
27,778
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
3.24
|
|
|
|
06/30/2027
|
|
12/13/2019
|
|
|
|
11/01/2019
|
(2) |
|
|
4,167
|
|
|
|
1,389
|
(3)
|
|
|
|
—
|
|
|
|
6.12
|
|
|
|
12/13/2029
|
|
01/25/2022
|
|
|
|
—
|
(2)
|
|
|
—
|
|
|
|
20,000
|
|
|
|
|
—
|
|
|
|
3.03
|
|
|
|
01/25/2032
|
|
|
01/25/2022
|
|
|
|
—
|
(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
40,000
|
|
|
|
3.03
|
|
|
|
01/25/2032
|
|
Dov Elefant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/28/2022
|
|
|
|
02/28/2022
|
|
|
|
—
|
|
|
|
100,000
|
|
|
|
|
—
|
|
|
|
2.97
|
|
|
|
02/28/2032
|
| (1) |
The stock option award provides for 55,556 awards to vest on the approval of an IDE application and 111,111 awards to vest on the PMA approval for FemBloc.
|
| (2) |
The stock option award provides for 25% of the award to vest on each anniversary of the vesting commencement date (such that the award would fully vest on the fourth anniversary of the vesting commencement
date), subject to the recipient's continuous employment with us through the relevant vesting dates.
|
| (3) |
Provides that a stock option award will fully accelerate in vesting in the event of a termination of the recipient's employment by us without “Just Cause” (as defined in the named executive officer's employment
agreement) within one year following a “Change in Control”. For additional details, please refer to the section titled “Narrative to Summary Compensation Table—Equity Compensation” above.
|
| (4) |
The stock option award provides for 100,000 awards to vest on FDA de novo approval for FemSeed.
|
| (5) |
The stock option award provides for 5,000 awards to vest annually on each anniversary of the filing of the date of the FemaSeed de novo with FDA if such filing occurs during the year ended December 31, 2023 and
for 5,000 awards to vest annually on each anniversary of the filing of the date of the IDE submission to the FDA for FemBloc if such filing occurs during the year ended December 31, 2023, subject to the recipient's continuous employment with
us through the relevant vesting dates.
|
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
In addition to the executive officer and director compensation arrangements discussed above under “Executive Compensation” and
“Directors, Executive Officers and Corporate Governance,” respectively, since January 1, 2020, the following are the only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000
and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or
indirect material interest, other than equity and other compensation, termination, change of control and other arrangements, which are described under “Executive Compensation.”
Employment Agreements
We have entered into employment agreements with each of our executive officers. See “Executive Compensation—Executive Employment
Agreements” for a further discussion of these arrangements.
Director and Officer Indemnification and Insurance
We have agreed to indemnify each of our directors and executive officers against certain liabilities, costs and expenses, and have
purchased directors' and officers' liability insurance.
Stock Option Grants to Executive Officers and Directors
We have granted options to our executive officers and our directors as more fully described in the section entitled “Executive
Compensation.”
Policies and Procedures for Transactions with Related Persons
Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval
or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act, any transaction, arrangement or relationship, or
any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material
interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.
In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an
arm's length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.
Director Independence
Our Board has undertaken a review of its composition, the composition of its committees and the independence of our directors and
considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each
director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that none of Mr. Adams, Mr. Dyett, Mr. Larsen, Ms. Morrissey, Mr. Uzialko or Ms. Perrow, representing six of our seven
directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq. In
making this determination, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our
common stock and/or convertible preferred stock by certain non-employee directors and the relationships of certain non-employee directors with certain of our significant stockholders. Ms. Lee-Sepsick, as our President and Chief Executive officer is
not “independent” under the rules of Nasdaq.