Washington | 001-12465 | 91-1533912 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Name | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2) | All Other Compensation ($)(4) | Total ($) |
James A. Bianco, M.D. Chief Executive Officer and President(5) | 2015 | 650,000 | 269,750 | 3,754,406 | 2,221,830 | 221,984 | 7,117,970 |
2014 | 650,000 | 617,500 | 4,937,569 | — | 473,270 | 6,678,339 | |
2013 | 650,000 | 682,500 | 1,531,763 | 712,350 | 351,034 | 3,927,647 | |
Louis A. Bianco Executive Vice President, Finance and Administration | 2015 | 360,000 | 90,000 | 1,126,322 | 1,316,640 | 28,145 | 2,921,107 |
2014 | 360,000 | 234,000 | 1,542,615 | — | 42,299 | 2,178,914 | |
2013 | 337,500 | 216,000 | 493,158 | 284,940 | 44,886 | 1,376,484 | |
Jack W. Singer, M.D. Executive Vice President, Chief Scientific Officer, Interim Chief Medical Officer and Global Head of Translational Medicine(5) | 2015 | 370,000 | 111,000 | 1,126,322 | 1,563,510 | 39,102 | 3,209,934 |
2014 | 370,000 | 175,750 | 1,542,615 | — | 55,234 | 2,143,599 | |
2013 | 347,500 | 203,500 | 493,158 | 284,940 | 38,502 | 1,367,600 | |
Matthew Plunkett, Ph.D. Executive Vice President, Chief Business Officer | 2015 | 325,000 | 81,250 | 1,126,322 | 1,152,060 | 9,137 | 2,693,769 |
2014 | 325,000 | 219,375 | 1,481,271 | — | 8,339 | 2,033,985 | |
2013 | 325,000 | 260,000 | 501,854 | 427,410 | 9,119 | 1,523,383 | |
Bruce J. Seeley Executive Vice President, Chief Commercial Officer(6) | 2015 | 163,461 | — | 697,429 | 905,190 | — | 1,766,080 |
2014 | — | — | — | — | — | — | |
2013 | — | — | — | — | — | — |
(1) | The amounts in this column represent bonuses awarded to the named executive officers for the applicable fiscal year. Please see the “Compensation Discussion and Analysis” above for a description of the cash incentive program for the named executive officers for fiscal 2015. |
(2) | The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of the stock awards and option awards, respectively, granted to the Company’s named executive officers during the applicable fiscal year, and, with respect to each fiscal year in which a stock award or option award, respectively, was modified, the incremental fair value of the modified award computed in accordance with FASB ASC Topic 718. In the case of awards with performance-based vesting conditions other than market (stock price) based vesting conditions, grant date fair values (and incremental fair values, as the case may be) are calculated for this purpose based upon the outcome (as of the grant date, or, if modified, as of the modification date) of the performance-based condition. |
These amounts in the “Stock Awards” and “Option Awards” columns do not necessarily correspond to the actual cash value that will be recognized by the named executive officers pursuant to these awards. For a discussion of the assumptions and methodologies used to calculate the amounts reported, please see the discussion of equity awards contained in Note 13 (Share-Based Compensation) to the Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2015, included in the Company’s 2015 Annual Report filed with the SEC on February 16, 2016. |
(3) | A portion of the “Stock Awards” compensation for each fiscal year for the named executive officers is the grant date fair value (or, in the case of modified awards, the incremental fair value as of the modification date) of Long-Term Performance Awards that include performance-based vesting conditions and were granted (or modified, as the case may be) in that year. These awards are included in Stock Award compensation for the applicable year based on the probable outcome (as of the grant date, or, if modified, as of the modification date) of the performance-based vesting condition of the award. The following table presents, as to these awards that were granted (or modified, as the case may be) in fiscal year 2015, 2014 or 2013: (i) the grant date fair value (or, in the case of modified awards, the incremental fair value as of the modification date) included in the “Stock Awards” column as to the awards granted (or modified, as the case may be) each year based on the probable outcome (as of the grant date, or, if modified, as of the modification date) of the performance-based vesting condition; and (ii) the grant date fair value (or, in the case of modified awards, the fair value as of the modification date) of the awards granted (or modified, as the case may be) each year assuming the maximum level of performance is achieved (in each case, with the fair value as otherwise determined under applicable accounting rules as noted in footnote (2) above): |
Name | Aggregate Fair Value - Based on Probable Outcome ($) | Aggregate Fair Value - Based on Maximum Performance ($) | Aggregate Fair Value - Based on Probable Outcome ($) | Aggregate Fair Value - Based on Maximum Performance ($) | Aggregate Fair Value - Based on Probable Outcome ($) | Aggregate Fair Value - Based on Maximum Performance ($) |
2015 | 2014 | 2013 | ||||
James A. Bianco, M.D. | — | 15,700,792 | 575,099 | 28,310,424 | 315,272 | 3,579,348 |
Louis A. Bianco | — | 6,423,051 | 233,874 | 11,584,014 | 128,211 | 1,466,288 |
Jack W. Singer, M.D. | — | 6,423,051 | 233,874 | 11,584,014 | 128,211 | 1,466,288 |
Matthew Plunkett, Ph.D. | — | 4,705,779 | 172,530 | 8,484,383 | 136,907 | 1,073,804 |
Bruce J. Seeley | 139,429 | 4,845,208 | — | — | — | — |
(4) | The following table provides detail on the amounts reported in the “All Other Compensation” column of the table above for each named executive officer: |
Name | Executive Health Benefits ($) | Life Insurance Premiums ($) | 401(k) Match ($) | Other Personal Benefits ($)(a) | Total ($) | ||
James A. Bianco, M.D. | 42,414 | 32,774 | — | 146,796 | (b) | 221,984 | |
Louis A. Bianco | 315 | 14,509 | 3,975 | 9,346 | (c) | 28,145 | |
Jack W. Singer, M.D. | 23,250 | 4,800 | 3,975 | 7,077 | (d) | 39,102 | |
Matthew Plunkett, Ph.D. | — | — | 3,975 | 5,162 | (e) | 9,137 | |
Bruce J. Seeley | — | — | — | — | — |
(a) | Certain named executive officers were accompanied by spouses, other family members and other guests on trips using chartered aircraft where the use of the chartered aircraft was for business purposes. In those cases, there was no incremental cost to the Company of having additional passengers on the chartered aircraft, and as a result, no amount is reflected in this table with respect thereto. |
(b) | This amount includes $1,510 for personal travel, $89,198 for family members’ travel on commercial aircraft, $6,185 for tax preparation fees, $9,014 for club membership dues, $38,126 for security expenses and $2,763 for miscellaneous expenses. |
(c) | This amount includes $2,277 for tax preparation fees, $2,730 for security expenses and $4,339 for club membership dues. |
(d) | This amount includes $3,975 for tax preparation fees, $372 for club membership dues and $2,730 for security expenses. |
(e) | This amount includes $5,162 for family travel expenses. |
(5) | All compensation reflected in this table for Dr. Bianco and Dr. Singer was paid in connection with their respective services as officers of the Company and not in connection with their services as directors of the Company. The Company does not pay director compensation to directors who are also employees of the Company. |
(6) | Mr. Seeley was appointed our Executive Vice President, Chief Commercial Officer on July 27, 2015. |
Name | Benefits in Connection with Termination (Outside of Change in Control) ($) | Benefits in Connection with Change in Control (No Termination) ($) | Benefits Upon Termination in Connection with a Change in Control ($) |
James A. Bianco, M.D. | |||
Cash Benefits | 1,300,000(1) | — | 1,823,250(2) |
Medical/Life Insurance continuation(3) | 165,484 | — | 165,484 |
Equity acceleration(4) | 652,248 | 652,248 | — |
Total | 2,117,732 | 652,248 | 1,988,734 |
Louis A. Bianco | |||
Cash Benefits | 720,000(1) | — | 720,000(2) |
Medical/Life Insurance continuation(3) | 63,662 | — | 63,662 |
Equity acceleration(4) | 195,675 | — | 195,675 |
Total | 979,337 | — | 979,337 |
Jack W. Singer, M.D. | |||
Cash Benefits | 718,417(1) | — | 718,417(2) |
Medical/Life Insurance continuation(3) | 87,363 | — | 87,363 |
Equity acceleration(4) | 195,675 | — | 195,675 |
Total | 1,001,455 | — | 1,001,455 |
Matthew Plunkett, Ph.D. | |||
Cash Benefits | 674,375(1) | — | 674,375(2) |
Medical/Life Insurance continuation(3) | 43,647 | — | 43,647 |
Equity acceleration(4) | 195,675 | — | 195,675 |
Total | 913,697 | — | 913,697 |
Bruce J. Seeley | |||
Cash Benefits | 675,000(1) | — | 675,000(2) |
Medical/Life Insurance continuation(3) | 44,695 | — | 44,695 |
Equity acceleration(4) | 369,000 | — | 369,000 |
Total | 1,088,695 | — | 1,088,695 |
(1) | For Dr. Bianco, this amount represents two years of his base salary. For each of the other named executive officers, this amount represents the sum of (i) eighteen months of the executive’s base salary and (ii) the greater of the executive’s average annual bonus for the preceding three years or 30% of the executive’s base salary. |
(2) | For each of the named executive officers, this amount represents the sum of (i) eighteen months of the executive’s base salary (or, in the case of Dr. Bianco, two years of his base salary) and (ii) the greater of the executive’s average annual bonus for the preceding three years or 30% of the executive’s base salary. |
(3) | This amount represents the aggregate estimated cost of the premiums that would be charged to continue health coverage for the applicable period pursuant to COBRA for the executive and his eligible dependents (to the extent that such dependents were receiving health benefits as of December 31, 2015), in each case to the extent provided in the applicable severance agreement. This amount also includes the cost of continued payment by the Company of life insurance premiums for two years for Dr. Bianco and for eighteen months for the other named executive officers. |
(4) | This amount represents the intrinsic value of the unvested portions of the executive’s awards that would have accelerated in the applicable scenario presented in the table. For restricted stock awards, this value is calculated by multiplying $1.23 (the closing price of the Company’s common stock on the last trading day of fiscal year 2015) by the number of shares subject to the accelerated portion of the award. For options, this value is calculated by multiplying (i) the amount (if any) by which $1.23 (the closing price of the Company’s common stock on the last trading day of fiscal year 2015) exceeds the per-share exercise price of the option, by (ii) the number of shares subject to the accelerated portion of the award. As of December 31, 2015, the per-share exercise price of each unvested option held by our named executive officers was greater than $1.23. |
CTI BIOPHARMA CORP. | ||||
Date: March 23, 2016 | By: | /s/ Louis A. Bianco | ||
Louis A. Bianco | ||||
Executive Vice President, Finance and | ||||
Administration |