SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Definitive Additional Materials
Soliciting Material under §240.14a-12
NAVIDEA BIOPHARMACEUTICALS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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of Filing Fee (Check the appropriate box):
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required.
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
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Form, Schedule or
Registration Statement No.:
2017 ANNUAL MEETING OF STOCKHOLDERS
May 24,
2017
Dear
Stockholder:
You are
cordially invited to attend the 2017 Annual Meeting of Stockholders
of Navidea Biopharmaceuticals, Inc., which will be held at 9:00
a.m., Eastern Daylight Time, on June 29, 2017, at the Hilton Garden
Inn, 70 Challenger Road, Ridgefield Park, NJ 07660, 201-641-2024.
The matters on the meeting agenda are described in the Notice of
2017 Annual Meeting of Stockholders and proxy statement which
accompany this letter.
We hope
you will be able to attend the meeting, but regardless of your
plans, we ask that you please complete, sign, and date the enclosed
proxy card and return it in the envelope provided, or take
advantage of the opportunity to vote online or by telephone, so
that your shares will be represented at the meeting.
Very
truly yours,
/s/
Michael M. Goldberg, M.D.
Michael M.
Goldberg, M.D.
President and Chief
Executive Officer
NAVIDEA BIOPHARMACEUTICALS, INC.
5600 Blazer Parkway, Suite 200
Dublin, Ohio 43017
NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
NAVIDEA BIOPHARMACEUTICALS, INC.:
The
Annual Meeting of the Stockholders of Navidea Biopharmaceuticals,
Inc., a Delaware corporation (the “Company”), will be
held at the Hilton Garden Inn, 70 Challenger Road, Ridgefield Park,
NJ 07660, 201-641-2024, on June 29, 2017, at 9:00 a.m., Eastern
Daylight Time, for the following purposes:
1.
To elect two
directors, to serve for a term of three years or until their
successors are duly elected and qualified;
2.
To hold an advisory
vote on the compensation of our named executive
officers;
3.
To hold an advisory
vote on the frequency of voting on the compensation of our named
executive officers;
4.
To
approve a potential amendment to our amended and restated
certificate of incorporation to effect a one-for-twenty reverse
stock split;
5.
To ratify the
appointment of Marcum LLP as our independent registered public
accounting firm for 2017; and
6.
To transact such
other business as may properly come before the meeting or any
adjournment thereof.
The
Board of Directors has fixed the close of business on May 15, 2017,
as the Record Date for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting and any adjournment
thereof. A list of stockholders will be available for examination
by any stockholder at the Annual Meeting and for a period of 10
days before the Annual Meeting at the executive offices of the
Company.
Important
Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on June 29, 2017: The proxy
statement and annual report to security holders are available at
www.proxyvote.com.
Whether
or not you plan to attend the Annual Meeting, please complete,
sign, and date the enclosed proxy card and return it in the
envelope provided, or take advantage of the opportunity to vote
your proxy online or by telephone.
By
Order of the Board of Directors
/s/
Michael M. Goldberg, M.D.
Michael M.
Goldberg, M.D.
President and Chief
Executive Officer
Dublin,
Ohio
May 24,
2017
NAVIDEA BIOPHARMACEUTICALS, INC.
_______________________________
2017 ANNUAL MEETING OF STOCKHOLDERS
June 29, 2017
_______________________________
PROXY STATEMENT
Dated May 24, 2017
_______________________________
GENERAL INFORMATION
Date, Time and Place of Annual Meeting.
The Annual Meeting of the Stockholders of Navidea
Biopharmaceuticals, Inc. will be held at the Hilton Garden Inn, 70
Challenger Road, Ridgefield Park, NJ 07660, 201-641-2024, on June
29, 2017, at 9:00 a.m., Eastern Daylight Time.
Solicitation. This proxy statement is
furnished to the stockholders of Navidea Biopharmaceuticals, Inc.,
a Delaware corporation (“Navidea,” the
“Company,” “we,” “our,” or
“us”), in connection with the solicitation by the Board
of Directors of the Company (the “Board of Directors”)
of proxies to be voted at our 2017 Annual Meeting of Stockholders
(“Annual Meeting”) to be held on June 29, 2017, and any
adjournment thereof. We have elected to furnish proxy materials and
our 2016 annual report to our stockholders using the full set
delivery option pursuant to the rules of the U.S. Securities and
Exchange Commission (“SEC”). Accordingly, a copy of the
notice of meeting, this proxy statement, together with a proxy
card, and annual report were first mailed to stockholders on or
about May 24, 2017. These proxy materials are also available free
of charge at www.proxyvote.com.
All expenses in connection with this solicitation of proxies will
be paid by us. Proxies will be solicited principally by mail, but
directors, officers and certain other individuals authorized by us
may personally solicit proxies. We will reimburse custodians,
nominees or other persons for their out-of-pocket expenses in
sending proxy materials to beneficial owners.
Company Address. The mailing address of
our principal executive offices is 5600 Blazer Parkway, Suite 200,
Dublin, Ohio 43017.
Voting Rights. Stockholders of record
at the close of business on May 15, 2017 (the “Record
Date”) are entitled to notice of and to vote at the Annual
Meeting. As of that date, there were 161,898,338 shares of common stock, par
value $0.001 per share (“Common Stock”) outstanding and
no shares of any series of preferred stock outstanding
(“Preferred Stock”). Each holder of Common Stock of
record on May 15, 2017, is entitled to one vote per share held with
respect to all matters which may be brought before the Annual
Meeting. Whether or not you plan to attend the Annual Meeting,
please carefully review the enclosed proxy statement and then cast
your vote, regardless of the number of shares you hold. If you are
a stockholder of record, you may vote over the Internet, by
telephone, or by completing, signing, dating and mailing to us the
accompanying proxy card in the postage-prepaid envelope
provided.
Authorization. The shares represented
by the accompanying proxy will be voted as directed if the proxy is
properly completed, signed, and received by us or otherwise
properly voted on the Internet or by telephone. The proxy will be
voted at the discretion of the persons acting under the proxy to
transact such other business as may properly come before the Annual
Meeting and any adjournment thereof. If you are a holder of record
and you sign, date, and send in your proxy but do not indicate how
you want to vote, your proxy will be voted “For” each
of the proposals to be voted on at the Annual Meeting.
Revocation. Any stockholder returning
the accompanying proxy has the power to revoke it at any time
before its exercise by giving notice of revocation to the Company,
by duly executing and delivering to the Company a proxy card
bearing a later date, or by voting in person at the Annual Meeting.
Please note, however, if your shares are held of record by a
broker, bank, or other nominee and you wish to vote at the Annual
Meeting, you must obtain from the record holder a proxy issued in
your name.
Tabulation. Under Section 216 of the
Delaware General Corporation Law (the “DGCL”) and our
bylaws (“Bylaws”), the presence, in person or by proxy,
of the holders of a majority of the outstanding shares of our
Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. Shares represented
by signed proxies that are returned to the Company will be counted
toward the quorum even though they are marked as
“Abstain,” “Against” or “Withhold
Authority” on one or more, or all matters, or they are not
marked at all. Brokers, banks, or other nominees who hold their
customers’ shares in street name, may, under the applicable
rules of the exchanges and other self-regulatory organizations of
which such brokers, banks, or other nominees are members, sign and
submit proxies for such shares and may vote such shares on routine
matters. The proposal to ratify the appointment of Marcum LLP as
our independent registered public accounting firm is considered a
routine matter. Brokers, banks, or other nominees may not vote on
matters considered non-routine without specific instructions from
the customer who owns the shares. The proposals to elect two
directors, approve the compensation of our named executive officers
and the frequency of voting to approve such compensation, and
approve an amendment to our amended and restated certificate of
incorporation to effect a reverse stock split, are not considered
routine matters. Proxies signed and submitted by brokers, banks, or
other nominees that have not been voted on certain matters are
referred to as broker non-votes. Such proxies count toward the
establishment of a quorum. We encourage you to provide voting
instructions to any broker, bank or other nominee that holds your
shares by carefully following the instructions provided in the
notice from such entity.
Under
Section 216 of the DGCL and our Bylaws, the election of each
director nominee requires the favorable vote of a plurality of all
votes cast by the holders of our Common Stock at a meeting at which
a quorum is present. Proxies that are marked “Withhold
Authority” and broker non-votes will not be counted toward a
nominee’s achievement of a plurality and, thus, will have no
effect.
Under
our Bylaws, approval of the proposals relating to the compensation
of our named executive officers as well as the frequency of voting
for such compensation requires the affirmative vote of a majority
of the shares of our Common Stock represented in person or by proxy
at the Annual Meeting. Abstentions will be counted as represented
and entitled to vote and will therefore have the effect of a vote
“Against” the proposal. Broker non-votes are
disregarded and will have no effect.
Under
Section 242 of the DGCL and our Bylaws, the amendment to our
amended and restated certificate of incorporation to effectuate a
one-for-twenty reverse stock split requires the affirmative vote of
the holders of a majority of the shares of our outstanding Common
Stock entitled to vote. For purposes of determining the number of
shares of our Common Stock voting on the amendment, abstentions
will be counted and will have the effect of a negative vote; broker
non-votes will not be counted and thus will have the effect of a
negative vote.
The
ratification of Marcum LLP as our independent registered public
accounting firm requires the affirmative vote of a majority of the
shares of our Common Stock represented in person or by proxy at the
Annual Meeting. Abstentions will be counted as represented and
entitled to vote and will therefore have the effect of a vote
“Against” each proposal. Broker non-votes are
disregarded and will have no effect.
Effect of Not Casting Your Vote. If you
hold your shares in street name it is critical that you cast your
vote if you want it to count. If you hold your shares in street
name and you do not instruct your bank, broker, or other nominee
how to vote, no votes will be cast on your behalf for any of the
proposals to be considered at the Annual Meeting; except, your
bank, broker, or other nominee will continue to have discretion to
vote any uninstructed shares on the proposal to ratify the
appointment of Marcum LLP as our independent registered public
accounting firm.
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Nominees for Election as Directors
We
presently have five directors on our Board of Directors, comprised
of three classes with terms expiring at the Annual Meetings in
2017, 2018 and 2019, respectively, and each containing, two, one
and two director(s), respectively. At the 2017 Annual Meeting, the
nominees to the Board of Directors receiving the highest number of
votes will be elected as directors to a term of three years
expiring in 2020.
Our
Compensation, Nominating and Governance Committee (“CNG
Committee”) has nominated Michael M. Goldberg, M.D. and Mark
I. Greene, M.D., Ph.D., FRCP for election as directors to serve for
a term of three years. Stockholders may not vote for a greater
number of persons than the number of nominees named.
Only
“For” or “Withhold Authority” votes are
counted in determining whether a plurality has been cast in favor
of a director nominee. You cannot abstain in the election of a
director, and broker non-votes are not counted. We have no reason
to believe that any nominee will not stand for election or serve as
a director. In the event that a nominee fails to stand for
election, the proxies will be voted for the election of another
person designated by the persons named in the proxy. See the
section entitled “General
Information–Tabulation.”
Set
forth below is current biographical information about our
directors, including the qualifications, experience and skills that
make them suitable for service as a director. Each listed
director’s respective experience and qualifications described
below led the CNG Committee to conclude that such director is
qualified to serve as a member of our Board of
Directors.
The
Board of Directors has nominated the following persons to serve as
directors of the Company until the 2020 Annual
Meeting:
Michael M. Goldberg, M.D. has served as
a director of Navidea since November 2013 and as President and
Chief Executive Officer of Navidea since September 2016. Dr.
Goldberg has been a Managing Partner of Montaur Capital Partners
since January 2007. From 2007 to 2013 Dr. Goldberg managed a life
science investment portfolio for Platinum Partners called
Platinum-Montaur Life Sciences, LLC (“Platinum-Montaur”
and together with its affiliates, “Platinum”). Prior to
that, Dr. Goldberg served as the Chief Executive Officer of
Emisphere Technologies, Inc., from August 1990 to January 2007 and
as its President from August 1990 to October 1995. He also served
on Emisphere’s board of directors from November 1991 to
January 2007. Previous to that, Dr. Goldberg served as Vice
President of The First Boston Corp., where he was a founding member
of the Healthcare Banking Group. Dr. Goldberg has been a Director
of Echo Therapeutics, Inc., AngioLight, Inc., Urigen
Pharmaceuticals, Inc., Alliqua BioMedical, Inc., and ADVENTRX
Pharmaceuticals, Inc. Dr. Goldberg received a B.S. degree from
Rensselaer Polytechnic Institute, an M.D. from Albany Medical
College of Union University in 1982, and an M.B.A. from Columbia
University Graduate School of Business in 1985.
Mark I. Greene, M.D., Ph.D., FRCP has
served as a director of Navidea since March 2016. Dr. Greene has
been Director of the Division of Immunology, Department of
Pathology at University of Pennsylvania School of Medicine since
1986. Dr. Greene was the Associate Director of the Division for
Fundamental Research, University of Pennsylvania Cancer Center from
1987-2009 and has been the John Eckman Professor of Medical Science
of the University of Pennsylvania School of Medicine since 1989.
From 1980 to1986 he served as an Associate Professor of both
Harvard University and Harvard Medical School. His groundbreaking
work in erbB receptor function led to the development of Herceptin
(Genentech) and to the development of a proprietary method for the
rapid, reliable design of allosteric inhibitors of receptors and
enzymes. Dr. Greene currently serves as a Member of the Scientific
Advisory Board of Navidea’s subsidiary Macrophage
Therapeutics. He previously served as a scientific advisor to
Ception Therapeutics, Antisome PLC and Fulcrum Technologies and
also served as a Member of the Scientific Advisory Boards of
Fulcrum Pharmaceuticals, Inc. and Tolerx, Inc. He previously served
as an Emeritus Director of Emisphere Technologies, Inc. where he
also served as a Director. Additionally, Dr. Greene previously
served as a Director of Ribi Immunochem Research, Inc. and
currently serves as a Consultant of Martell Biosystems, Inc. Dr.
Greene has an outstanding record of contributions to cancer biology
and drug discovery that is well-documented in over 400
publications. Dr. Greene is a recipient of many awards and patents
and has collaborated with a number of pharmaceutical companies. He
received his M.D. (1972) and Ph.D. (1977) from the University of
Manitoba, Canada, became a Fellow of the Royal College in 1976 and
then joined the faculty of Harvard Medical School in
1978.
The
Board of Directors unanimously recommends a vote “FOR”
each of the director nominees named above.
Director whose term continues until the 2018 Annual
Meeting:
Anthony S. Fiorino, M.D., Ph.D. has
served as a Director of Navidea since March 2016. Dr. Fiorino has
almost 20 years of experience in biotechnology finance and drug
development. Since December 2015, he has been President and Chief
Executive Officer of Triumvira Immunologics, located in Hamilton,
Ontario, Canada and Hackensack, New Jersey. Prior to this he
was Chief Executive Officer at BrainStorm Cell Therapeutics from
June 2014 to November 2015. From January 2013 to May 2014, he
was a Managing Director at Greywall Asset Management, a healthcare
equity fund, and President and Managing Member of Alchimia
Partners, his consulting firm, from February 2008 to December
2012. Dr. Fiorino was also Founder, President and Chief Executive
Officer of EnzymeRx, where he led the acquisition of a late-stage
pre-clinical biologic and the development of the compound through
Phase 1/2 clinical trials and its subsequent sale to 3SBio. Before
founding EnzymeRx, Dr. Fiorino worked as a biotechnology and
pharmaceuticals analyst and portfolio manager at firms including JP
Morgan, Citigroup, and Pequot Capital. Dr. Fiorino earned an M.D.
(1996) and a Ph.D. (1995) from the Albert Einstein College of
Medicine where he studied the differentiation of liver progenitor
cells, a B.S. in Biology from the Massachusetts Institute of
Technology (1989) and has authored over 20 publications in the
medical and scientific literature.
Directors whose terms continue until the 2019 Annual
Meeting:
Y. Michael Rice has served as a director
of Navidea since May 2016. Mr. Rice is a founding partner of
LifeSci Advisors, LLC and LifeSci Capital, LLC, companies which he
co-founded in March 2010. Prior to co-founding LifeSci Advisors and
LifeSci Capital, Mr. Rice was the co-head of health care investment
banking at Canaccord Adams, where he was involved in debt and
equity financing. Mr. Rice was also a Managing Director at
ThinkEquity Partners where he was responsible for managing
Healthcare Capital Markets, including the structuring and execution
of numerous transactions. Prior to that, Mr. Rice served as a
Managing Director at Banc of America serving large hedge funds and
private equity healthcare funds. Previously, he was a Managing
Director at JPMorgan/Hambrecht & Quist. Mr. Rice currently
serves on the board of directors of RDD Pharma, a specialty
pharmaceuticals company. Mr. Rice received a B.A. from the
University of Maryland.
Eric K. Rowinsky, M.D. has served as a
director of Navidea since July 2010. Dr. Rowinsky has served as
Executive Chairman, President, and Head of the Scientific Advisory
Board of RGenix, Inc, since June 2015. Dr. Rowinsky is also the
Chief Scientific Officer of Clearpath Development Corporation,
which accelerates the development of novel therapeutics to proof of
concept, and an Adjunct Professor of Medicine at New York
University School of Medicine. He was the Head of Research and
Development, Executive Vice President, and Chief Medical Officer of
Stemline Therapeutics, Inc. from 2012 to 2015, and was the Chief
Executive Officer and Founder of Primrose Therapeutics from August
2010 to September 2011 at which time it was acquired. From 2005 to
2009, he served as the Chief Medical Officer and Executive Vice
President of Clinical Development and Regulatory Affairs of ImClone
Systems Incorporated, a life sciences company, which was acquired
by Eli Lilly. Prior to that, Dr. Rowinsky held several positions at
the Cancer Therapy & Research Center’s Institute of Drug
Development, including Director of the Institute, Director of
Clinical Research and SBC Endowed Chair for Early Drug Development,
and concurrently served as Clinical Professor of Medicine in the
Division of Medical Oncology at the University of Texas Health
Science Center at San Antonio. Dr. Rowinsky was an Associate
Professor of Oncology at the Johns Hopkins University School of
Medicine and on active staff at the Johns Hopkins School of
Medicine from 1987 to 1996. Dr. Rowinsky is a member of the boards
of directors of Biogen Idec, Inc., Fortress Biosciences, Inc. and
Verastem, Inc., publicly-held life sciences companies. He is also
an Adjunct Professor of Medicine at New York University. Dr.
Rowinsky has extensive research and drug development experience,
oncology expertise, corporate strategy, and broad scientific and
medical knowledge.
CORPORATE GOVERNANCE
Directors
Set
forth below are the names and committee assignments of the persons
who constitute our Board of Directors.
Name
|
|
Age
|
|
Committee(s)
|
Anthony S. Fiorino, M.D., Ph.D.
|
|
49
|
|
Audit
|
Michael M. Goldberg, M.D.
|
|
58
|
|
--
|
Mark I. Greene, M.D. Ph.D., FRCP
|
|
68
|
|
Compensation, Nominating and Governance
|
Y. Michael Rice
|
|
52
|
|
Audit (Chairman); Compensation, Nominating and
Governance
|
Eric K. Rowinsky, M.D.
|
|
60
|
|
Audit; Compensation, Nominating and Governance
(Chairman)
|
Director Qualifications
Our
Board of Directors believes that individuals who serve on the Board
of Directors should have demonstrated notable or significant
achievements in their respective field; should possess the
requisite intelligence, education and experience to make a
significant contribution to the Board of Directors and bring a
range of skills, diverse perspectives and backgrounds to its
deliberations; and should have the highest ethical standards, a
strong sense of professionalism and intense dedication to serving
the interests of our stockholders. The following are
qualifications, experience and skills for board members which are
important to our business and its future:
●
General Management. Directors who have
served in senior leadership positions are important to us as they
bring experience and perspective in analyzing, shaping, and
overseeing the execution of important operational and policy issues
at a senior level. These directors’ insights and guidance,
and their ability to assess and respond to situations encountered
in serving on our Board of Directors, are enhanced by their
leadership experience developed at businesses or organizations that
operated on a global scale, faced significant competition, or
involved other evolving business models.
●
Industry Knowledge. Because we are a
pharmaceutical development company, education or experience in our
industry, including medicine, pharmaceutical development,
marketing, distribution, or the regulatory environment, is
important because such experience assists our directors in
understanding and advising our Company.
●
Business Development/Strategic
Planning. Directors who have a background in strategic
planning, business development, strategic alliances, mergers and
acquisitions, and teamwork and process improvement provide insight
into developing and implementing strategies for growing our
business.
●
Finance/Accounting/Control. Knowledge
of capital markets, capital structure, financial control, audit,
reporting, financial planning, and forecasting are important
qualities of our directors because such qualities assist in
understanding, advising, and overseeing our Company’s capital
structure, financing and investing activities, financial reporting,
and internal control of such activities.
●
Board Experience/Governance. Directors
who have served on other public company boards can offer advice and
insights with regard to the dynamics and operation of a board of
directors, the relations of a board to the chief executive officer
and other management personnel, the importance of particular agenda
and oversight matters, and oversight of a changing mix of
strategic, operational, and compliance-related
matters.
Board of Directors Meetings
Our
Board of Directors held a total of 17 meetings in the fiscal year
ended December 31, 2016, and each of the directors attended at
least 75 percent of the aggregate number of meetings of the Board
of Directors and committees (if any) on which he served, except for
Ricardo J. Gonzalez, who attended 73 percent of the aggregate
number of meetings of the Board of Directors held during his time
as a board member. It is our policy that all directors attend the
Annual Meeting of Stockholders. However, conflicts and unforeseen
events may prevent the attendance of a director, or directors. All
then-current members of our Board of Directors attended the 2016
Annual Meeting of Stockholders in person, except for Mark I.
Greene, M.D., Ph.D., FRCP.
Board of Directors Leadership Structure and Role in Risk
Oversight
Our
Board of Directors has determined that it is generally in the best
interests of the Company and its stockholders that the roles of
Chairman of the Board and Chief Executive Officer be held by
different individuals within our organization. Our Chief Executive
Officer is responsible for setting the strategic direction for the
Company and the day-to-day leadership and performance of the
Company, while the Chairman of the Board provides strategic
guidance, presides over meetings of the full Board of Directors,
and acts as the lead independent director. The Board of Directors
believes that this structure helps facilitate the role of the
independent directors in the oversight of the Company and the
active participation of the independent directors in setting
agendas and establishing priorities and procedures that work for
the Board of Directors. The Chairman of the Board also acts as a
key liaison between the Board of Directors and management.
Moreover, in addition to feedback provided during the course of
meetings of the Board of Directors, our independent directors have
executive sessions led by the Chairman of the Board. Our Chairman
of the Board acts as a liaison between the independent directors
and the Chief Executive Officer regarding any specific feedback or
issues following an executive session of independent directors,
provides the Chief Executive Officer with input regarding agenda
items for Board of Director and committee meetings, and coordinates
with the Chief Executive Officer regarding information to be
provided to the independent directors in performing their duties.
From time to time, particularly during periods of leadership
transition, a lead independent director may be appointed until an
independent Chairman of the Board is named.
Our
Chief Executive Officer and senior management are responsible for
the day-to-day management of the risks we face. Following the
termination of our former Chief Executive Officer, Ricardo J.
Gonzalez, in May 2016, the Interim Chief Operating Officer, Jed A.
Latkin, was functioning as the Company’s principal executive
officer until the permanent replacement, Michael M. Goldberg, M.D.,
was identified in September 2016. Our Board of Directors, as a
whole and through its committees, has responsibility for the
oversight of risk management, including general oversight of (i)
the financial exposure of the Company, (ii) risk exposure as
related to overall company portfolio and impact on earnings, (iii),
oversight for information technology security and risk, and (iv)
all systems, processes, and organizational structures and people
responsible for finance and risk functions. Certain risks are
overseen by committees of the Board of Directors and these
committees make reports to the full Board of Directors, including
reports on noteworthy risk management issues. Financial risks are
overseen by the Audit Committee which meets with management to
review the Company’s major financial risk exposure and the
steps management has taken to monitor and control such exposures.
Compensation risks are overseen by the CNG Committee.
Members
of the Company’s senior management report to the full Board
of Directors about their areas of responsibility, including reports
regarding risk within such area of responsibility and the steps
management has taken to monitor and control such exposures.
Additional review or reporting of risks is conducted as needed or
as requested by the Board of Directors or committee.
Independence
Our
Board of Directors has adopted the definition of
“independence” as described under the Sarbanes-Oxley
Section 301, Rule 10A-3 under the Exchange Act and Section 803A of
the NYSE MKT Company Guide. Our Board of Directors has determined
that Drs. Fiorino, Greene and Rowinsky, and Mr. Rice, meet the
independence requirements.
Compensation, Nominating and Governance Committee
The CNG
Committee of the Board of Directors discharges the Board’s
responsibilities relating to the compensation of the
Company’s directors, executive officers and associates,
identifies and recommends to the Board of Directors nominees for
election to the Board, and assists the Board of Directors in the
implementation of sound corporate governance principles and
practices. With respect to its compensation functions, the CNG
Committee evaluates and approves executive officer compensation and
reviews and makes recommendations to the Board of Directors with
respect to director compensation, including incentive or
equity-based compensation plans; reviews and evaluates any
discussion and analysis of executive officer and director
compensation included in the Company’s annual report or proxy
statement, and prepares and approves any report on executive
officer and director compensation for inclusion in the
Company’s annual report or proxy statement required by
applicable rules and regulations; and monitors and evaluates, at
the CNG Committee’s discretion, matters relating to the
compensation and benefits structure of the Company and such other
domestic and foreign subsidiaries or affiliates, as it deems
appropriate. The members of our CNG Committee are: Eric K.
Rowinsky, M.D. (Chairman), Mark I. Greene, M.D., Ph.D., FRCP and Y.
Michael Rice. The CNG Committee held two meetings in the fiscal
year ended December 31, 2016 to complement compensation-related
discussions held by the full Board of Directors. The Board of
Directors has adopted a written Compensation, Nominating and
Governance Committee Charter. A copy of the Compensation,
Nominating and Governance Committee Charter is posted on the
Company’s website at www.navidea.com.
The
CNG Committee strives to provide fair compensation to executive
officers based on their performance and contribution to the Company
and to provide incentives that attract and retain key executives,
instill a long-term commitment to the Company, and develop a sense
of pride and Company ownership, all in a manner consistent with
stockholder interests. In addition, the CNG Committee strives to
provide fair compensation to directors, taking into consideration
compensation paid to directors of comparable companies and the
specific duties of each director.
With
respect to its nominating and governance functions, the CNG
Committee’s purpose is to:
●
Assist
the Board of Directors by identifying individuals qualified to
become board members, and recommend to the Board of Directors the
director nominees whenever directors are to be appointed or
elected, whether at the next annual meeting of stockholders or
otherwise;
●
Review
the qualifications and independence of the members of the Board of
Directors and its various committees on a periodic basis and make
any recommendations to the Board of Directors which the CNG
Committee may deem appropriate concerning any recommended changes
in the composition or membership of the Board of Directors, or any
of its committees;
●
Develop
and recommend to the Board of Directors any policies it may deem
appropriate with regard to consideration of director candidates to
be recommended to security holders;
●
Develop
and recommend to the Board of Directors corporate governance
principles applicable to the Company;
●
Conduct
the annual review of the performance of the Board of Directors, the
committees of the Board of Directors and Company’s executive
management;
●
Recommend
to the Board of Directors director nominees for each committee;
and
●
Develop
and recommend to the Board of Directors any policies or processes
it may deem appropriate for security holders to send communications
to the Board of Directors.
Our
directors play a critical role in guiding our strategic direction
and oversee the management of our Company. Board candidates are
considered based on various criteria, such as their broad based
business and professional skills and experiences, a global business
and social perspective, concern for long term interests of
stockholders, and personal integrity and judgment. In addition,
directors must have available time to devote to board activities
and to enhance their knowledge of the industry. Accordingly, we
seek to attract and retain highly qualified directors who have
sufficient time to attend to their substantial duties and
responsibilities to our Company. Recent developments in corporate
governance and financial reporting have resulted in an increased
demand for such highly qualified and productive public company
directors. The CNG Committee does not have a formal policy with
regard to the consideration of diversity in identifying director
nominees; however, how a specific nominee contributes to the
diversity of the Board of Directors is considered by the CNG
Committee in determining candidates for the board. The CNG
Committee and the Board of Directors consider diversity by
identifying a nominee’s experience and background and
determining how such experience and background will complement the
overall makeup of the Board of Directors. The CNG Committee and the
Board of Directors prefer nominees who will contribute to a board
that is diverse in terms of business training, experience across a
range of industries, leadership, background, and
education.
Our
Board of Directors will consider the recommendations of
stockholders regarding potential director candidates. In order for
stockholder recommendations regarding possible director candidates
to be considered by our Board of Directors:
●
such
recommendations must be provided to the Board of Directors c/o
Corporate Secretary, Navidea Biopharmaceuticals, Inc., 5600 Blazer
Parkway, Suite 200, Dublin, Ohio 43017, in writing at least 120
days prior to the one year anniversary date of the Company’s
proxy statement released to stockholders in connection with this
year’s annual meeting; provided, however, that if the date of
the current year’s annual meeting is more than 30 days before
or after the first anniversary of the most recently concluded
annual meeting, such notice shall be delivered to the Company not
more than seven days after the date of the notice of the annual
meeting.
●
the
nominating stockholder must meet the eligibility requirements to
submit a valid stockholder proposal under Rule 14a-8 of the
Exchange Act;
●
the
stockholder must describe the qualifications, attributes, skills or
other qualities of the recommended director candidate;
and
●
the
stockholder must follow the procedures set forth in Article III,
Section 2 of our Bylaws.
Audit Committee
The
Audit Committee of the Board of Directors selects our independent
registered public accounting firm with whom the Audit Committee
reviews the scope of audit and non-audit assignments and related
fees, the accounting principles that we use in financial reporting,
and the adequacy of our internal control procedures. The members of
our Audit Committee are: Y. Michael Rice (Chairman), Anthony S.
Fiorino, M.D., Ph.D., and Eric K. Rowinsky, M.D., each of whom is
“independent” under Section 803A of the NYSE MKT
Company Guide. The Board of Directors has determined that Y.
Michael Rice meets the requirements of an “audit committee
financial expert” as set forth in Section 407(d)(5) of
Regulation S-K promulgated by the SEC. The Audit Committee held 16
meetings in the fiscal year ended December 31, 2016. The Board of
Directors adopted a written Amended and Restated Audit Committee
Charter on April 30, 2004. A copy of the Amended and Restated Audit
Committee Charter is posted on the Company’s website at
www.navidea.com.
Stockholder Communications
Stockholders may
send communications to our Board of Directors, or to individual
directors, by mailing communications in writing to Navidea
Biopharmaceuticals, Inc., c/o Corporate Secretary, 5600 Blazer
Parkway, Suite 200, Dublin, OH 43017.
Executive Officers
In
addition to Dr. Goldberg, the following individuals are senior
executive officers of Navidea and serve in the position(s)
indicated below:
Name
|
|
Age
|
|
Position
|
Frederick O. Cope, Ph.D.
|
|
70
|
|
Senior Vice President and Chief Scientific Officer
|
Jed A. Latkin
|
|
42
|
|
Chief Operating Officer, Chief Financial Officer, Treasurer and
Secretary
|
William J. Regan
|
|
65
|
|
Senior
Vice President and Chief Compliance Officer
|
Frederick O. Cope, Ph.D., F.A.C.N.,
C.N.S., has served as Senior Vice President and Chief
Scientific Officer of Navidea since May 2013. Previous to that, Dr.
Cope served as Senior Vice President, Pharmaceutical Research and
Clinical Development of Navidea from July 2010 to May 2013 and as
Vice President, Pharmaceutical Research and Clinical Development
from February 2009 to July 2010. Prior to accepting his position
with Navidea, Dr. Cope served as the Assistant Director for
Research and Head of Program Research Development for The Ohio
State University Comprehensive Cancer Center, The James Cancer
Hospital and The Richard J. Solove Research Institute. Dr. Cope
also served as head of the Cancer and AIDS product development and
commercialization program for the ROSS/Abbott Laboratories
division, and head of human and veterinary vaccine production and
improvement group for Wyeth Laboratories. Dr. Cope served a
fellowship in oncology at the McArdle Laboratory for Cancer
Research at the University of Wisconsin and was the honored
scientist in residence at the National Cancer Center Research
Institute in Tokyo; he is the recipient of the Ernst W. Volwiler
Research Award and nominee for the European Association of Nuclear
Medicine Marie Curie award. Dr. Cope is also active in a number of
professional and scientific organizations such as serving as an
editorial reviewer for several professional journals, and as an
advisor/director to the research program of Roswell Park Memorial
Cancer Center. Dr. Cope received his B.Sc. from the Delaware Valley
College of Science and Agriculture, his M.S. from Millersville
University of Pennsylvania and his Ph.D. from the University of
Connecticut.
Jed A. Latkin has served as
Navidea’s Chief Operating Officer, Chief Financial Officer,
Treasurer and Secretary of Navidea since April 2016. Mr. Latkin has
more than twenty years of experience in the financial industry
supporting many investments in major markets including
biotechnology and pharmaceuticals. He most recently was employed by
Nagel Avenue Capital, LLC since 2010 and in that capacity he
provided contracted services as a Portfolio Manager, Asset Based
Lending for Platinum Partners Value Arbitrage Fund L.P.
(“PPVA”). Mr. Latkin has been responsible for a large
diversified portfolio of asset based investments in varying
industries, including product manufacturing, agriculture, energy,
and healthcare. In connection with this role, he served as Chief
Executive Officer of End of Life Petroleum Holdings, LLC and Black
Elk Energy, LLC, Chief Financial Officer of Viper Powersports, Inc.
and West Ventures, LLC (“West Ventures”), and Portfolio
Manager of Precious Capital, LLC (“Precious Capital”).
Mr. Latkin served on the Board of Directors for Viper Powersports,
Inc. from 2012 to 2013 and currently serves on the boards of
directors of the Renewable Fuels Association and Buffalo Lake
Advanced Biofuels. Mr. Latkin earned a B.A from Rutgers University
and a M.B.A. from Columbia Business School.
William J. Regan joined Navidea in
October 2012 and currently serves as our Senior Vice President and
Chief Compliance Officer. Prior to accepting his position with
Navidea, Mr. Regan served as a consultant to Navidea from July 2011
to September 2012. As Principal of Regan Advisory Services (RAS)
from September 2006 to September 2012, Mr. Regan consulted on all
aspects of regulatory affairs within pharmaceutical, biotechnology
and diagnostic imaging businesses, including PET diagnostic agents
(cardiovascular, neurology, and oncology), contrast agents, and
radiopharmaceuticals. Previous to RAS, Mr. Regan held roles of
increasing responsibility in radiopharmaceutical manufacturing,
quality assurance, pharmaceutical technology and regulatory affairs
at Bristol-Myers Squibb (BMS). From September 2001 to August 2006,
he served as global regulatory head for BMS’ Medical Imaging
business where he was responsible for all regulatory aspects of the
company’s in-market and pipeline products and led regulatory
actions resulting in product approvals. Mr. Regan has led efforts
to gain two major FDA label expansions for Tc 99m tilmanocept and
in addition has obtained EU regulatory approval for Tc 99m
tilmanocept during 2014. Mr. Regan has been an active member in the
Society of Nuclear Medicine, Council on Radionuclides and
Radiopharmaceuticals (CORAR), and Medical Imaging and Technology
Alliance, and formerly served as the industry chair of the
Regulatory and Clinical Practice committee on behalf of CORAR. Mr.
Regan serves on the Mass Down Syndrome Congress Business Advisory
Council and is a Managing Board Director for Turner Hill LLC. Mr.
Regan holds a B.A. in Chemistry from Rutgers
University.
PROPOSAL NO. 2 – ADVISORY VOTE ON THE
COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS
Section
14A of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), requires the Company to include in its
proxy statement an advisory vote on named executive officer
compensation at least once every three years. In 2011, following
the approval of our stockholders on an advisory, non-binding, basis
we decided to include a stockholder vote on the compensation of our
named executive officers in our proxy materials every third year,
until the next required vote on the frequency of stockholder votes
on the compensation of named executive officers. The last advisory
vote on the compensation of our named executive officers occurred
in 2014.
We ask that you indicate your approval of the
compensation paid to our named executive officers as described in
this proxy statement under the heading “Executive
Compensation,” which includes compensation tables and
narratives included elsewhere in this proxy statement. Because
your vote is advisory, it will not be binding on the Board
of Directors. However, the Board of Directors and the CNG Committee
will review the voting results and take them into consideration
when making future decisions regarding executive compensation. The
CNG Committee has structured its executive compensation programs
primarily to motivate executives to achieve the business goals
established by the Company and reward executives for meeting
business goals and delivering superior performance as measured
against those business goals.
For the
reasons discussed above and in this
proxy statement under the heading “Executive
Compensation,” the Board of Directors recommends that
stockholders vote to approve the following
resolution:
“RESOLVED,
that the compensation of the named executive officers of the
Company, as disclosed pursuant to Item 402 of Regulation S-K,
including the compensation tables and narrative discussion in this
proxy statement, is approved.”
The Board of Directors recommends that our stockholders vote
“FOR” the approval of the compensation of our named
executive officers as set forth in this proxy
statement.
PROPOSAL NO. 3 - ADVISORY VOTE ON THE FREQUENCY OF
VOTING ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS
Section
14A of the Exchange Act, requires the Company to include in its
proxy statement an advisory vote on named executive officer
compensation at least once every three years. Section 14A also
requires the Company to include in its proxy statement at least
every six years, a vote regarding the frequency with which the vote
on named executive officer compensation should be held.
Stockholders may choose from the following alternatives: “1
year,” “2 years,” “3 years,” or to
abstain from voting on this proposal. While the Company will
continue to monitor developments in this area, the Board of
Directors currently plans to continue to seek an advisory vote on
executive compensation every third year. The Board of Directors
believes this approach aligns more closely with the interests of
stockholders by giving stockholders the opportunity to vote on the
compensation decisions made by the CNG Committee every third year.
We believe investor feedback is more useful if the success of a
compensation program and management’s performance is judged
over an extended period of time. Our compensation incentives are
designed to promote long-term, sustainable results, which generally
are not realizable within a short period of time. The Company asks
that you indicate your support for holding the advisory vote on
executive compensation every third year. Because your vote is
advisory, it will not be binding on the Board of Directors.
However, the Board of Directors will review the voting results and
take them into consideration when making future decisions regarding
the frequency with which the advisory vote on executive
compensation will be held.
The
Board of Directors recommends that our stockholders vote
“FOR” holding an advisory vote on executive
compensation every third year.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview of Compensation
Program. The CNG Committee of
the Board of Directors is responsible for establishing and
implementing our compensation policies applicable to senior
executives and monitoring our compensation practices. The CNG
Committee seeks to ensure that our compensation plans are fair,
reasonable and competitive. The CNG Committee is responsible for
reviewing and approving all senior executive compensation, all
awards under our cash bonus plan, and awards under our equity-based
compensation plans.
Philosophy and Goals of
Executive Compensation Plans. The CNG Committee’s philosophy for executive
compensation is to:
●
Pay
for performance: The CNG Committee believes that our executives
should be compensated based upon their ability to achieve specific
operational and strategic results. Therefore, our compensation
plans are designed to provide rewards for the individual’s
contribution to our performance.
●
Pay
commensurate with other companies categorized as value creators:
The CNG Committee has set a goal that the Company should move
towards compensation levels for senior executives that are, at a
minimum, at the 40th to 50th percentile for similar executives in
the workforce while taking into account current market conditions
and Company performance. This allows us to attract, hire, reward
and retain senior executives who formulate and execute our
strategic plans and drive exceptional results.
To
ensure our programs are competitive, the CNG Committee periodically
reviews compensation information of peer companies, national data
and trends in executive compensation to help determine the
appropriateness of our plans and compensation levels. These
reviews, and the CNG Committee’s commitment to pay for
performance, become the basis for the CNG Committee’s
decisions on compensation plans and individual executive
compensation payments.
The
CNG Committee has approved a variety of programs that work together
to provide a combination of basic compensation and strong
incentives. While it is important for us to provide certain base
level salaries and benefits to remain competitive, the CNG
Committee’s objective is to provide compensation plans with
incentive opportunities that motivate and reward executives for
consistently achieving superior results. The CNG Committee designs
our compensation plans to:
●
Reward
executives based upon overall company performance, their individual
contributions and creation of stockholder value;
●
Encourage
executives to make a long-term commitment to our Company;
and
●
Align
executive incentive plans with the long-term interests of
stockholders.
The
CNG Committee reviews competitive information and individual
compensation levels at least annually. During the review process,
the CNG Committee addresses the following questions:
●
Do
any existing compensation plans need to be adjusted to reflect
changes in competitive practices, different market circumstances or
changes to our strategic initiatives?
●
Should
any existing compensation plans be eliminated or new plans be added
to the executive compensation programs?
●
What
are the compensation-related objectives for our compensation plans
for the upcoming fiscal year?
●
Based
upon individual performance, what compensation modifications should
be made to provide incentives for senior executives to perform at
superior levels?
In
addressing these questions, the CNG Committee considers input from
management, outside compensation experts and published surveys of
compensation levels and practices.
The
CNG Committee does not believe that our compensation policies and
practices for our employees give rise to risks that are reasonably
likely to have a material adverse effect on the Company. As noted
below, our incentive-based compensation is generally tied to
Company financial performance (i.e., revenue or gross margin) or
product development goals (i.e., clinical trial progress or
regulatory milestones). The CNG Committee believes that the
existence of these financial performance incentives creates a
strong motivation for Company employees to contribute towards the
achievement of strong, sustainable financial and development
performance, and believes that the Company has a strong set of
internal controls that minimize the risk that financial performance
can be misstated in order to achieve incentive compensation
payouts.
In
addition to the aforementioned considerations, the CNG Committee
also takes into account the outcome of stockholder advisory
(“say-on-pay”) votes, taken every three years, on the
compensation of our Chief Executive Officer, Chief Financial
Officer, and our next three highest-paid executive officers (the
Named Executive Officers). At the Annual Meeting of Stockholders
held on July 17, 2014, approximately 74% of our stockholders voted
in favor of the resolution relating to the compensation of our
Named Executive Officers. The CNG Committee believes this affirmed
stockholders’ support of the Company’s executive
compensation program, and as such has not changed its approach
since then. The CNG Committee will continue to consider the results
of future say-on-pay votes when making future compensation
decisions for the executive officers.
The
CNG Committee believes that, given the increased responsibilities
of the President and Chief Executive Officer related to the
Company’s legal and financial difficulties at the time of his
appointment, Dr. Goldberg’s compensation is commensurate with
that of his predecessor.
Scope of Authority of the CNG
Committee. The Board of
Directors has authorized the CNG Committee to establish the
compensation programs for all executive officers and to provide
oversight for compliance with our compensation philosophy. The CNG
Committee delegates the day-to-day administration of the
compensation plans to management (except with respect to our
executive officers), but retains responsibility for ensuring that
the plan administration is consistent with the Company’s
policies. Annually, the CNG Committee sets the compensation for our
executive officers, including objectives and awards under incentive
plans. The Chief Executive Officer provides input for the CNG
Committee regarding the performance and appropriate compensation of
the other officers. The CNG Committee gives considerable weight to
the Chief Executive Officer’s evaluation of the other
officers because of his direct knowledge of each officer’s
performance and contributions. The CNG Committee also makes
recommendations to the Board of Directors on appropriate
compensation for the non-employee directors. In addition to
overseeing the compensation of executive officers, the CNG
Committee approves awards under short-term cash incentive and
long-term equity-based compensation plans for all other employees.
For more information on the CNG Committee’s role, see the CNG
Committee’s charter, which can be found on our website
at www.navidea.com.
Independent Compensation
Expertise. The CNG Committee is
authorized to periodically retain independent experts to assist in
evaluating executive compensation plans and in setting executive
compensation levels. Such evaluations are generally conducted every
three years, although the CNG Committee may request them at other
intervals in its discretion. These experts provide information on
trends and best practices so the CNG Committee can formulate
ongoing plans for executive compensation. The CNG Committee
retained Pearl Meyer & Partners (“Pearl Meyer”) as
its independent expert to assist in the determination of the
reasonableness and competitiveness of the executive compensation
plans and senior executives’ individual compensation levels
for fiscal 2015. No conflict of interest exists that would prevent
Pearl Meyer from serving as independent consultant to the CNG
Committee.
For
fiscal 2015, Pearl Meyer performed a benchmark compensation review
of our key executive positions, including our Named Executive
Officers. Pearl Meyer utilized both published survey and proxy
reported data from compensation peers, with market data aged to
March 1, 2016 by an annualized rate of 3.0%, the expected pay
increase in 2016 for executives in the life sciences
industry.
In
evaluating appropriate executive compensation, it is common
practice to set targets at a point within the competitive
marketplace. The CNG Committee sets its competitive compensation
levels based upon its compensation philosophy. Following completion
of the Pearl Meyer study for 2015, the CNG Committee noted that our
overall executive compensation was, in aggregate, below the 25th
percentile for an established peer group of companies.
Peer Group Companies.
In addition to independent survey
analysis, in 2015 the CNG Committee also reviewed the compensation
levels at specific competitive benchmark companies. With input from
management, the CNG Committee chose the peer companies because they
operate within the biotechnology industry, have market
capitalization between $100 million and $500 million, have similar
business models to our Company or have comparable key executive
positions. While the specific plans for these companies may or may
not be used, it is helpful to review their compensation data to
provide benchmarks for the overall compensation levels that will be
used to attract, hire, retain and motivate our
executives.
As
competitors and similarly situated companies that compete for the
same executive talent, the CNG Committee determined that the
following peer group companies most closely matched the
responsibilities and requirements of our executives:
Sangamo
Biosciences, Inc.
|
|
ArQule,
Inc.
|
Inovio
Pharmaceuticals, Inc.
|
|
Galena
Biopharma, Inc.
|
Geron
Corporation
|
|
Keryx
Biopharmaceuticals, Inc.
|
Rigel
Pharmaceuticals, Inc.
|
|
BioTime,
Inc.
|
OncoMed
Pharmaceuticals, Inc.
|
|
Omeros
Corporation
|
CTI
BioPharma Corp.
|
|
Immunomedics,
Inc.
|
Unilife
Corporation
|
|
Nymox
Pharmaceutical Corporation
|
Pearl
Meyer and the CNG Committee used the publicly available
compensation information for these companies to analyze our
competitive position in the industry. Base salaries and short-term
and long term incentive plans of the executives of these companies
were reviewed to provide background and perspective in analyzing
the compensation levels for our executives.
Specific Elements of Executive Compensation
Base Salary.
Using information gathered by Pearl
Meyer, peer company data, national surveys, general compensation
trend information and recommendations from management, the CNG
Committee approved the fiscal 2015 base salaries for our senior
executives. Base salaries for senior executives are set using the
CNG Committee’s philosophy that compensation should be
competitive and based upon performance. Executives should expect
that their base salaries, coupled with a cash bonus award, would
provide them the opportunity to be compensated at or above the
competitive market at the 40th to 50th
percentile.
Based
on competitive reviews of similar positions, industry salary
trends, overall company results and individual performance, salary
increases may be approved from time to time. The CNG Committee
reviews and approves base salaries of all executive officers. In
setting specific base salaries for fiscal 2015, the CNG Committee
considered published proxy data for similar positions at peer group
companies. Base salaries for fiscal 2016 remained unchanged from
2015.
The
following table shows the changes in base salaries for the Named
Executive Officers that were approved for fiscal 2016 compared to
the approved salaries for fiscal 2015:
Named Executive Officer
|
|
Fiscal 2016
Base Salary(a)
|
|
|
Fiscal 2015
Base Salary
|
|
|
Change(b)
|
Michael M. Goldberg, M.D. (c)
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
|
N/A
|
|
Ricardo J. Gonzalez (d)
|
|
|
375,000
|
|
|
|
375,000
|
|
|
|
0.0
|
%
|
Frederick O. Cope, Ph.D.
|
|
|
279,130
|
|
|
|
279,130
|
|
|
|
0.0
|
%
|
Thomas J. Klima (e)
|
|
|
270,000
|
|
|
|
270,000
|
|
|
|
0.0
|
%
|
Brent L. Larson (f)
|
|
|
260,000
|
|
|
|
260,000
|
|
|
|
0.0
|
%
|
Jed A. Latkin (g)
|
|
|
300,000
|
|
|
|
—
|
|
|
|
N/A
|
|
William J. Regan
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
0.0
|
%
|
(a)
The
amount shown for fiscal 2016 is the approved annual salary of the
Named Executive Officer in effect at the earlier of termination of
employment or the end of 2016. The actual amount paid to the Named
Executive Officer during fiscal 2016 is shown under
“Salary” in the Summary Compensation table
below.
(b)
Due
to the Company’s financial difficulties in 2015 and 2016,
Named Executive Officers did not receive salary increases in
2016.
(c)
Dr.
Goldberg was appointed President and Chief Executive Officer of the
Company effective September 22, 2016.
(d)
Mr.
Gonzalez separated from the Company effective May 13,
2016.
(e)
Mr.
Klima separated from the Company effective March 8,
2017.
(f)
Effective
May 9, 2016, Mr. Larson was approved for short term disability by
the Company’s insurance carrier and ceased acting as Chief
Financial Officer. Mr. Larson separated from the Company effective
October 6, 2016.
(g)
Mr.
Latkin was appointed Interim Chief Operating Officer and Chief
Financial Officer of the Company effective April 21,
2016.
On
May 4, 2017, the Company executed a 12-month employment agreement
with Jed A. Latkin effective May 4, 2017 through May 3, 2018. The
employment agreement provides for an annual base salary of
$325,000. Base salaries for all other executive officers for fiscal
2017 remained unchanged from 2016.
Short-Term Incentive
Compensation. Our executive
officers, along with all of our employees, are eligible to
participate in our annual cash bonus program, which has four
primary objectives:
●
Attract,
retain and motivate top-quality executives who can add significant
value to the Company;
●
Create
an incentive compensation opportunity that is an integral part of
the employee’s total compensation program;
●
Reward
participants’ contributions to the achievement of our
business results; and
●
Provide
an incentive for individuals to achieve corporate objectives that
are tied to our strategic goals.
The
cash bonus compensation plan provides each participant with an
opportunity to receive an annual cash bonus based on our
Company’s performance during the fiscal year. Cash bonus
targets for senior executives are determined as a percentage of
base salary, based in part on published proxy data for similar
positions at peer group companies. The following are the key
provisions of the cash bonus compensation plan:
●
The
plan is administered by the CNG Committee, which has the power and
authority to establish, adjust, pay or decline to pay the cash
bonus for each participant, including the power and authority to
increase or decrease the cash bonus otherwise payable to a
participant. However, the CNG Committee does not have the power to
increase, or make adjustments that would have the effect of
increasing, the cash bonus otherwise payable to any executive
officer. The CNG Committee has the right to delegate to the Chief
Executive Officer its authority and responsibilities with respect
to the cash bonuses payable to employees other than executive
officers.
●
All
Company employees are eligible to participate.
●
The
CNG Committee is responsible for specifying the terms and
conditions for earning cash bonuses, including establishing
specific performance objectives. Cash bonuses payable to executive
officers are intended to constitute “qualified
performance-based compensation” for purposes of Code Section
162(m). Consequently, each cash bonus awarded to an executive
officer must be conditioned on one or more specified
“Performance Measures,” calculated on a consolidated
basis. Possible Performance Measures include revenues; gross
margin; operating income; net income; clinical trial progress;
regulatory milestones; or any other performance objective approved
by the CNG Committee.
●
As
soon as reasonably practicable after the end of each fiscal year,
the CNG Committee determines whether and to what extent each
specified business performance objective has been achieved and the
amount of the cash bonus to be paid to each
participant.
For
the Named Executive Officers, cash bonus targets remained the same
for fiscal 2016 as those that were established for fiscal
2015:
Named Executive Officer
|
|
Target Cash Bonus (% of Salary)
|
|
|
Target Cash Bonus ($ Amount)
|
|
Michael M. Goldberg, M.D. (a)
|
|
|
75.0
|
%
|
|
$
|
300,000
|
|
Ricardo J. Gonzalez (b)
|
|
|
50.0
|
%
|
|
|
187,500
|
|
Frederick O. Cope, Ph.D.
|
|
|
35.0
|
%
|
|
|
97,696
|
|
Thomas J. Klima (c)
|
|
|
35.0
|
%
|
|
|
94,500
|
|
Brent L. Larson (d)
|
|
|
35.0
|
%
|
|
|
91,000
|
|
Jed A. Latkin (e)
|
|
|
0.0
|
%
|
|
|
—
|
|
William J. Regan (f)
|
|
|
35.0
|
%
|
|
|
87,500
|
|
(a)
Dr.
Goldberg was appointed President and Chief Executive Officer of the
Company effective September 22, 2016. Dr. Goldberg’s annual
salary is $400,000, however payment of 25% of that amount was
deferred pending the sale of certain assets to Cardinal Health 414,
LLC, which occurred on March 3, 2017. In April 2017, the CNG
Committee awarded Dr. Goldberg a bonus of $110,685 representing
100% of his annual salary, pro-rated for his time served as
President and Chief Executive Officer during 2016.
(b)
Mr.
Gonzalez separated from the Company effective May 13, 2016,
therefore no bonus was awarded to Mr. Gonzalez for fiscal
2016.
(c)
In
February 2017, the CNG Committee awarded Mr. Klima a bonus of
$52,920, 50% of which was paid in stock as further described below.
Mr. Klima separated from the Company effective March 8,
2017.
(d)
Effective
May 9, 2016, Mr. Larson was approved for short term disability by
the Company’s insurance carrier and ceased acting as Chief
Financial Officer. Mr. Larson separated from the Company effective
October 6, 2016, therefore no bonus was awarded to Mr. Larson for
fiscal 2016.
(e)
Mr.
Latkin was appointed Interim Chief Operating Officer and Chief
Financial Officer effective April 21, 2016. As an interim employee,
Mr. Latkin’s employment agreement does not provide for
payment of a bonus. However, in April 2017, the CNG Committee
awarded Mr. Latkin a bonus of $122,903 representing 75% of his
annual salary, pro-rated for his time served as Interim Chief
Operating Officer and Chief Financial Officer during
2016.
(f)
In
February 2017, the CNG Committee awarded Mr. Regan a bonus of
$49,000, 67% of which was paid in stock as further described
below.
On
April 25, 2017, the CNG Committee set the following bonus targets,
stated as a percentage of base salary, for executive officers for
fiscal 2017: Dr. Goldberg – 75%-100%; Mr. Latkin –
75%-100%; Dr. Cope – 35%.
The
Board of Directors did not set specific bonus goals for fiscal
2016. On February 6, 2017, the Board of Directors determined the
amounts to be awarded as 2016 bonuses to all employees, including
the Named Executive Officers other than Dr. Goldberg and Mr.
Latkin, whose bonus determination was deferred pending closing of
the sale of certain assets to Cardinal Health 414, LLC. The Board
of Directors also determined that a portion of the 2016 bonus
amount payable would be paid in stock in lieu of cash. The portion
of the 2016 bonus amount payable in cash is either fifty percent or
thirty-three percent, as determined by the Board of Directors. As
such, Dr. Cope, Mr. Klima and Mr. Regan were awarded 70,492, 50,885
and 63,135, respectively, shares of Common Stock of the Company
valued at $0.52 per share, the closing price of Navidea’s
Common Stock on February 6, 2017. The cash portion of the 2016
bonus awards was paid on March 15, 2017.
On
April 25, 2017, the CNG Committee awarded bonuses to Dr. Goldberg
and Mr. Latkin, which bonus awards had previously been deferred
pending the closing of the Company’s sale of certain assets
to Cardinal Health 414, LLC, which occurred on March 3, 2017. In
light of the successful closing of the asset sale to Cardinal
Health 414, the CNG Committee determined that Dr. Goldberg and Mr.
Latkin should be rewarded commensurate with the effort that went
into closing the sale. Dr. Goldberg’s bonus of $110,685
represents 100% of his annual salary, pro-rated for his time served
as President and Chief Executive Officer during 2016. Mr.
Latkin’s bonus of $122,903 represents 75% of his annual
salary, pro-rated for his time served as Interim Chief Operating
Officer and Chief Financial Officer during 2016.
On
February 25, 2016, the Board of Directors determined that fifty
percent of the 2015 bonus amount payable to certain executive
officers would be paid in stock options in lieu of cash, calculated
based on the Black-Scholes value of the options on the date of
grant. As such, Dr. Cope and Mr. Regan were awarded options to
purchase 58,510 and 52,405, respectively, shares of Common Stock of
the Company at an exercise price of $0.98 per share, vesting
immediately upon the date of grant and expiring after ten years. On
February 6, 2017, the Board of Directors determined that the
amounts previously awarded as 2015 bonuses would be subject to the
same split between cash and stock as the 2016 bonus awards. As
such, Dr. Cope and Mr. Regan were awarded an additional 17,886 and
16,020, respectively, shares of Common Stock of the Company valued
at $0.52 per share, the closing price of our Common Stock on
February 6, 2017. The cash portion of the 2015 bonus awards was
paid on March 15, 2017.
Long-Term Incentive
Compensation. All Company
employees are eligible to receive equity awards in the form of
stock options or restricted stock. Equity instruments awarded under
the Company’s equity-based compensation plan are based on the
following criteria:
●
Analysis
of competitive information for comparable positions;
●
Evaluation
of the value added to the Company by hiring or retaining specific
employees; and
●
Each
employee’s long-term potential contributions to our
Company.
Although
equity awards may be made at any time as determined by the CNG
Committee, they are generally made to all full-time employees once
per year or on the recipient’s hire date in the case of
new-hire grants.
The
CNG Committee’s philosophy on equity awards is that
equity-based compensation is an effective method to align the
interests of stockholders and management and focus
management’s attention on long-term results. When awarding
equity-based compensation the CNG Committee considers the impact
the participant can have on our overall performance, strategic
direction, financial results and stockholder value. Therefore,
equity awards are primarily based upon the participant’s
position in the organization, competitive necessity and individual
performance. Equity awards for senior executives are determined as
a percentage of base salary, based on published proxy data for
similar positions at peer group companies. Stock option awards have
vesting schedules over several years to promote long-term
performance and retention of the recipient, and restricted stock
awards may include specific performance criteria for vesting or
vest over a specified period of time.
Other Benefits and
Perquisites. The Named
Executive Officers are generally eligible to participate in other
benefit plans on the same terms as other employees. These plans
include medical, dental, vision, disability and life insurance
benefits, and our 401(k) Plan.
Our
vacation policy allows employees to carry up to 40 hours of unused
vacation time forward to the next fiscal year. Any unused vacation
time in excess of the amount eligible for rollover is generally
forfeited.
Our
Named Executive Officers are considered “key employees”
for purposes of IRC Section 125 Plan non-discrimination testing.
Based on such non-discrimination testing, we determined that our
Section 125 Plan was “top-heavy.” As such, our key
employees are ineligible to participate in the Section 125 Plan and
are unable to pay their portion of medical, dental, and vision
premiums on a pre-tax basis. As a result, the Company reimburses
its key employees an amount equal to the lost tax
benefit.
We
pay group life insurance premiums on behalf of all employees,
including the Named Executive Officers. The benefit provides life
insurance coverage at two times the employee’s annual salary
plus $10,000, up to a maximum of $630,000.
We
also pay group long-term disability insurance premiums on behalf of
all employees, including the Named Executive Officers. The benefit
provides long-term disability insurance coverage at 60% of the
employee’s annual salary, up to a maximum of $10,000 per
month, beginning 180 days after the date of disability and
continuing through age 65.
401(k) Retirement Plan.
All employees are given an opportunity
to participate in our 401(k) Plan, following a new-hire waiting
period. The 401(k) Plan allows participants to have pre-tax amounts
withheld from their pay and provides for a discretionary employer
matching contribution (currently, a 40% match up to 5% of salary in
the form of our Common Stock). Participants may invest their
contributions in various fund options, but are prohibited from
investing their contributions in our Common Stock. Participants are
immediately vested in both their contributions and Company matching
contributions. The 401(k) Plan qualifies under section 401 of the
Internal Revenue Code, which provides that employee and company
contributions and income earned on contributions are not taxable to
the employee until withdrawn from the Plan, and that we may deduct
our contributions when made.
Employment Agreements
Our
senior executive officers are generally employed under employment
agreements which specify the terms of their employment such as base
salary, benefits, paid time off, and post-employment benefits as
shown in the tables below. Our employment agreements also specify
that if a change in control occurs with respect to our Company and
the employment of a senior executive officer is concurrently or
subsequently terminated:
●
by
the Company without cause (cause is defined as any willful breach
of a material duty by the senior executive officer in the course of
his or her employment or willful and continued neglect of his or
her duty as an employee);
●
by
the expiration of the term of the employment agreement;
or
●
by
the resignation of the senior executive officer because his or her
title, authority, responsibilities, salary, bonus opportunities or
benefits have materially diminished, a material adverse change in
his or her working conditions has occurred, his or her services are
no longer required in light of the Company’s business plan,
or we breach the agreement;
then, the senior executive officer would be paid a severance
payment as disclosed in the tables below. For purposes of such
employment agreements, a change in control includes:
●
the
acquisition, directly or indirectly, by a person (other than our
Company, an employee benefit plan established by the Board of
Directors, or a participant in a transaction approved by the Board
of Directors for the principal purpose of raising additional
capital) of beneficial ownership of 30% or more of our securities
with voting power in the next meeting of holders of voting
securities to elect the directors;
●
a
majority of the Directors elected at any meeting of the holders of
our voting securities are persons who were not nominated by our
then current Board of Directors or an authorized committee
thereof;
●
our
stockholders approve a merger or consolidation of our Company with
another person, other than a merger or consolidation in which the
holders of our voting securities outstanding immediately before
such merger or consolidation continue to hold voting securities in
the surviving or resulting corporation (in the same relative
proportions to each other as existed before such event) comprising
80% or more of the voting power for all purposes of the surviving
or resulting corporation; or
●
our
stockholders approve a transfer of substantially all of our assets
to another person other than a transfer to a transferee, 80% or
more of the voting power of which is owned or controlled by us or
by the holders of our voting securities outstanding immediately
before such transfer in the same relative proportions to each other
as existed before such event.
Michael M. Goldberg,
M.D. Dr. Goldberg is employed
under a 12-month employment agreement effective through September
22, 2017. The employment agreement provides for an annual base
salary of $400,000, of which (i) $300,000 shall be payable in
semi-monthly installments of $12,500, and (ii) $100,000 shall be
payable at such time as the Board of Directors determines in its
sole discretion that the Company has adequate cash flow, subject to
annual review and increase by the CNG Committee. On April 25, 2017,
the CNG Committee approved payment of Dr. Goldberg’s total
deferred compensation of $61,005, as well as payment of Dr.
Goldberg’s full $400,000 annual salary in cash beginning May
1, 2017. For the calendar year ending December 31, 2016, the CNG
Committee determined that the maximum bonus payment to Dr. Goldberg
would be $300,000, to be pro-rated based on time served during
2016. In light of the successful closing of the asset sale to
Cardinal Health 414, the CNG Committee determined that Dr. Goldberg
should be rewarded commensurate with the effort that went into
closing the sale. On April 25, 2017, the CNG Committee awarded a
bonus of $110,685 to Dr. Goldberg, representing 100% of his annual
salary, pro-rated for his time served as President and Chief
Executive Officer in 2016. In connection with Dr. Goldberg’s
appointment as Chief Executive Officer of the Company, the Board of
Directors awarded options to purchase 5,000,000 shares of our
Common Stock to Dr. Goldberg, subject to stockholder approval of
the 2016 Stock Incentive Plan (the “2016 Plan”). If
approved, these stock options will vest 100% when the average
closing price of the Company’s Common Stock over a period of
five consecutive trading days equals or exceeds $2.50 per share,
and expire on the tenth anniversary of the date of grant. If the
2016 Plan is not approved, the Company will be obligated to pay in
cash the implied market value of the options at the time of
“exercise” by Dr. Goldberg, assuming the share price
exceeds $2.50 and all other vesting conditions are met. Dr.
Goldberg has agreed that the 2016 Plan need not be presented to the
shareholders for vote before the 2018 annual meeting and that he
will not require any cash payment prior to that
time.
Ricardo J. Gonzalez.
Prior to his separation effective May
13, 2016, Mr. Gonzalez was employed under a 36-month employment
agreement effective through October 13, 2017. The employment
agreement provided for an annual base salary of $375,000. For the
calendar year ending December 31, 2016, the CNG Committee
determined that the maximum bonus payment to Mr. Gonzalez would be
$187,500. Following his separation effective May 13, 2016, no bonus
was awarded to Mr. Gonzalez for fiscal 2016.
Frederick O. Cope,
Ph.D. Dr. Cope was employed
under a 24-month employment agreement effective through December
31, 2014. The employment agreement provided for an annual base
salary of $271,000. Effective May 1, 2013, Dr. Cope’s annual
base salary was increased to $279,130. For the calendar year ending
December 31, 2016, the CNG Committee determined that the maximum
bonus payment to Dr. Cope would be $97,696. Although Dr.
Cope’s employment agreement expired on December 31, 2014, the
terms of the agreement provide for continuation of certain terms of
the employment agreement as long as Dr. Cope continues to be an
employee of the Company following expiration of the
agreement.
Thomas J. Klima.
Mr. Klima was employed under a
24-month employment agreement effective through January 1, 2017.
The employment agreement provided for an annual base salary of
$270,000. For the calendar year ending December 31, 2016, the CNG
Committee determined that the maximum bonus payment to Mr. Klima
would be $94,500. The Company did not renew Mr. Klima’s
employment agreement, and Mr. Klima separated from the Company
effective March 8, 2017.
Brent L. Larson.
Mr. Larson was employed under a
24-month employment agreement effective through December 31, 2014.
The employment agreement provided for an annual base salary of
$265,000. Effective May 1, 2013, Mr. Larson’s annual base
salary was increased to $279,575. Effective January 1, 2014, Mr.
Larson agreed to a reduction in his annual base salary to $260,000.
For the calendar year ending December 31, 2016, the CNG Committee
determined that the maximum bonus payment to Mr. Larson would be
$91,000. Although Mr. Larson’s employment agreement expired
on December 31, 2014, the terms of the agreement provided for
continuation of certain terms of the employment agreement as long
as Mr. Larson continued to be an employee of the Company following
expiration of the agreement. Effective October 6, 2016, Mr. Larson
was approved for long term disability by the Company’s
insurance carrier and is accordingly no longer an employee of the
Company. Following his separation effective October 6, 2016, no
bonus was awarded to Mr. Larson for fiscal
2016.
Jed A.
Latkin. Mr. Latkin was employed
under an at-will employment agreement effective April 21, 2016
through May 3, 2017. The interim employment agreement provided for
a monthly base salary of $15,000 during the first and second months
of employment, $17,500 during the third and fourth months of
employment and $20,000 per month thereafter. Effective October 21,
2016, Mr. Latkin’s base salary was increased to $25,000 per
month. As an interim employee, Mr. Latkin’s employment
agreement did not provide for payment of a bonus. However, in light
of the successful closing of the asset sale to Cardinal Health 414,
the CNG Committee determined that Mr. Latkin should be rewarded
commensurate with the effort that went into closing the sale. On
April 25, 2017, the CNG Committee awarded a bonus of $122,903 to
Mr. Latkin, representing 75% of his annual salary, pro-rated for
his time served as Interim Chief Operating Officer and Chief
Financial Officer during 2016. On May 4, 2017, the Company executed
a 12-month employment agreement with Mr. Latkin effective May 4,
2017 through May 3, 2018. The employment agreement provides for an
annual base salary of $325,000. In connection with his employment
agreement, Mr. Latkin was granted options to purchase 1,000,000
shares of our common stock with vesting terms as follows: (i)
333,334 options with a strike price of $0.65 will vest on or after
May 4, 2017, so long as the closing market price of the underlying
common stock equals or exceeds $0.65; (ii) 333,333 options with a
strike price of $0.75 will vest on or after December 31, 2017, so
long as the closing market price of the underlying common stock
equals or exceeds $1.00, and (iii) 333,333 options with a strike
price of $1.00 will vest on or after December 31, 2018, so long as
the closing market price of the underlying common stock equals or
exceeds $1.25.
William J. Regan.
Mr. Regan was employed under a
15-month employment agreement effective through December 31, 2015.
The employment agreement provided for an annual base salary of
$250,000. For the calendar year ending December 31, 2016, the CNG
Committee determined that the maximum bonus payment to Mr. Regan
would be $87,500. Although Mr. Regan’s employment agreement
expired on December 31, 2015, the terms of the agreement provide
for continuation of certain terms of the employment agreement as
long as Mr. Regan continues to be an employee of the Company
following expiration of the agreement.
Post-Employment Compensation
The following tables set forth the expected benefit to be received
by each of our Named Executive Officers in the event of his
termination resulting from various scenarios, assuming a
termination date of December 31, 2016 and a stock price of $0.64,
our closing stock price on December 31, 2016.
Michael M. Goldberg, M.D.
(e)
|
|
For Cause
|
|
|
Resignation
|
|
|
Death
|
|
|
Disability
|
|
|
End of Term
|
|
|
Without Cause
|
|
|
Change in Control
|
|
Cash payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance (a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800,000
|
|
|
$
|
800,000
|
|
|
$
|
1,100,000
|
|
Disability supplement (b)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
197,600
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Paid time off (c)
|
|
|
7,692
|
|
|
|
7,692
|
|
|
|
7,692
|
|
|
|
7,692
|
|
|
|
7,692
|
|
|
|
7,692
|
|
|
|
7,692
|
|
Continuation of benefits (d)
|
|
|
—
|
|
|
|
—
|
|
|
|
26,858
|
|
|
|
26,858
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
7,692
|
|
|
$
|
7,692
|
|
|
$
|
36,750
|
|
|
$
|
234,350
|
|
|
$
|
807,692
|
|
|
$
|
807,692
|
|
|
$
|
1,107,692
|
|
(a)
Severance
amounts are pursuant to Dr. Goldberg’s employment
agreement.
(b)
During
the first 6 months of disability, the Company will supplement
disability insurance payments to Dr. Goldberg to achieve 100%
salary replacement. The Company’s short-term disability
insurance policy currently pays $100 per week for a maximum of 24
weeks.
(c)
Amount
represents the value of 40 hours of accrued but unused vacation
time as of December 31, 2016.
(d)
Amount
represents 12 months of medical, dental and vision insurance
premiums at rates in effect at December 31, 2016.
(e)
Dr.
Goldberg was appointed President and Chief Executive Officer of the
Company effective September 22, 2016.
Frederick O. Cope, Ph.D.
|
|
For Cause
|
|
|
Resignation
|
|
|
Death
|
|
|
Disability
|
|
|
End of Term
|
|
|
Without Cause
|
|
|
Change in Control
|
|
Cash payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance (a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
245,000
|
|
|
$
|
245,000
|
|
|
$
|
367,500
|
|
Disability supplement (b)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
137,165
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Paid time off (c)
|
|
|
5,368
|
|
|
|
5,368
|
|
|
|
5,368
|
|
|
|
5,368
|
|
|
|
5,368
|
|
|
|
5,368
|
|
|
|
5,368
|
|
2016 401(k) match (d)
|
|
|
5,300
|
|
|
|
5,300
|
|
|
|
5,300
|
|
|
|
5,300
|
|
|
|
5,300
|
|
|
|
5,300
|
|
|
|
5,300
|
|
Continuation of benefits (e)
|
|
|
—
|
|
|
|
—
|
|
|
|
20,166
|
|
|
|
20,166
|
|
|
|
—
|
|
|
|
20,166
|
|
|
|
20,166
|
|
Stock option vesting acceleration (f)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Restricted stock vesting acceleration (g)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
31,950
|
|
Total
|
|
$
|
10,668
|
|
|
$
|
10,668
|
|
|
$
|
30,834
|
|
|
$
|
167,999
|
|
|
$
|
255,668
|
|
|
$
|
275,834
|
|
|
$
|
430,284
|
|
(a)
Severance
amounts are pursuant to Dr. Cope’s employment
agreement.
(b)
During
the first 6 months of disability, the Company will supplement
disability insurance payments to Dr. Cope to achieve 100% salary
replacement. The Company’s short-term disability insurance
policy currently pays $100 per week for a maximum of 24
weeks.
(c)
Amount
represents the value of 40 hours of accrued but unused vacation
time as of December 31, 2016.
(d)
Amount
represents the value of 6,375 shares of Company stock which was
accrued during 2016 as the Company’s 401(k) matching
contribution but was unissued as of December 31, 2016.
(e)
Amount
represents 12 months of medical, dental and vision insurance
premiums at rates in effect at December 31, 2016.
(f)
Pursuant
to Dr. Cope’s stock option agreements, all unvested stock
options outstanding will vest upon termination at the end of the
term of his employment agreement, termination without cause, or a
change in control. Amount represents the value of the stock at
$0.64, the closing price of the Company’s stock on December
31, 2016, less the exercise price of the options. Amount does not
include stock options with an exercise price higher than $0.64, the
closing price of the Company’s stock on December 31,
2016.
(g)
Pursuant
to Dr. Cope’s restricted stock agreements, certain unvested
restricted stock outstanding will vest upon a change in control.
Amount represents the value of the stock at $0.64, the closing
price of the Company’s stock on December 31, 2016, less the
purchase price of the stock.
Thomas J. Klima (e)
|
|
For Cause
|
|
|
Resignation
|
|
|
Death
|
|
|
Disability
|
|
|
End of Term
|
|
|
Without Cause
|
|
|
Change in Control
|
|
Cash payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disability supplement (a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Paid time off (b)
|
|
|
5,192
|
|
|
|
5,192
|
|
|
|
5,192
|
|
|
|
5,192
|
|
|
|
5,192
|
|
|
|
5,192
|
|
|
|
5,192
|
|
Continuation of benefits (c)
|
|
|
—
|
|
|
|
—
|
|
|
|
14,529
|
|
|
|
14,529
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Stock option vesting acceleration (d)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
5,192
|
|
|
$
|
5,192
|
|
|
$
|
19,721
|
|
|
$
|
152,321
|
|
|
$
|
5,192
|
|
|
$
|
5,192
|
|
|
$
|
5,192
|
|
(a)
During
the first 6 months of disability, the Company will supplement
disability insurance payments to Mr. Klima to achieve 100% salary
replacement. The Company’s short-term disability insurance
policy currently pays $100 per week for a maximum of 24
weeks.
(b)
Amount
represents the value of 40 hours of accrued but unused vacation
time as of December 31, 2016.
(c)
Amount
represents 6 months of medical, dental and vision insurance
premiums at rates in effect at December 31, 2016.
(d)
Pursuant
to Mr. Klima’s stock option agreements, all unvested stock
options outstanding will vest upon termination at the end of the
term of his employment agreement, termination without cause, or a
change in control. Amount represents the value of the stock at
$0.64, the closing price of the Company’s stock on December
31, 2016, less the exercise price of the options. Amount does not
include stock options with an exercise price higher than $0.64, the
closing price of the Company’s stock on December 31,
2016.
(e)
The
Company did not renew Mr. Klima’s employment agreement, and
Mr. Klima separated from the Company effective March 8,
2017.
Jed A. Latkin (a)
|
|
For Cause
|
|
|
Resignation
|
|
|
Death
|
|
|
Disability
|
|
|
End of Term
|
|
|
Without Cause
|
|
|
Change in Control
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
As
an interim employee, Mr. Latkin’s employment agreement did
not provide for severance or any other post-employment
benefits.
William J. Regan
|
|
For Cause
|
|
|
Resignation
|
|
|
Death
|
|
|
Disability
|
|
|
End of Term
|
|
|
Without Cause
|
|
|
Change in Control
|
|
Cash payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance (a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
$
|
375,000
|
|
Disability supplement (b)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
122,600
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Paid time off (c)
|
|
|
4,808
|
|
|
|
4,808
|
|
|
|
4,808
|
|
|
|
4,808
|
|
|
|
4,808
|
|
|
|
4,808
|
|
|
|
4,808
|
|
2016 401(k) match (d)
|
|
|
5,036
|
|
|
|
5,036
|
|
|
|
5,036
|
|
|
|
5,036
|
|
|
|
5,036
|
|
|
|
5,036
|
|
|
|
5,036
|
|
Continuation of benefits (e)
|
|
|
—
|
|
|
|
—
|
|
|
|
1,150
|
|
|
|
1,150
|
|
|
|
—
|
|
|
|
1,150
|
|
|
|
1,150
|
|
Stock option vesting acceleration (f)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
9,844
|
|
|
$
|
9,844
|
|
|
$
|
10,993
|
|
|
$
|
133,593
|
|
|
$
|
259,844
|
|
|
$
|
260,993
|
|
|
$
|
385,993
|
|
(a)
Severance
amounts are pursuant to Mr. Regan’s employment
agreement.
(b)
During
the first 6 months of disability, the Company will supplement
disability insurance payments to Mr. Regan to achieve 100% salary
replacement. The Company’s short-term disability insurance
policy currently pays $100 per week for a maximum of 24
weeks.
(c)
Amount
represents the value of 40 hours of accrued but unused vacation
time as of December 31, 2016.
(d)
Amount
represents the value of 6,015 shares of Company stock which was
accrued during 2016 as the Company’s 401(k) matching
contribution but was unissued as of December 31, 2016.
(e)
Amount
represents 12 months of dental and vision insurance premiums at
rates in effect at December 31, 2016.
(f)
Pursuant
to Mr. Regan’s stock option agreements, all unvested stock
options outstanding will vest upon termination at the end of the
term of his employment agreement, termination without cause, or a
change in control. Amount represents the value of the stock at
$0.64, the closing price of the Company’s stock on December
31, 2016, less the exercise price of the options. Amount does not
include stock options with an exercise price higher than $0.64, the
closing price of the Company’s stock on December 31,
2016.
Report of Compensation, Nominating and Governance
Committee
The
CNG Committee is responsible for establishing, reviewing and
approving the Company’s compensation philosophy and policies,
reviewing and making recommendations to the Board of Directors
regarding forms of compensation provided to the Company’s
directors and officers, reviewing and determining cash and equity
awards for the Company’s officers and other employees, and
administering the Company’s equity incentive
plans.
In
this context, the CNG Committee has reviewed and discussed with
management the Compensation Discussion and Analysis included in
this proxy statement for the Annual Meeting. In reliance on the
review and discussions referred to above, the CNG Committee
recommended to the Board of Directors, and the Board of Directors
has approved, that the Compensation Discussion and Analysis be
included in this proxy statement for filing with the
SEC.
The
Compensation, Nominating
and
Governance Committee
Eric
K. Rowinsky, M.D. (Chairman)
Mark
I. Greene, M.D., Ph.D., FRCP
Y.
Michael Rice
Compensation, Nominating and Governance Committee Interlocks and
Insider Participation
The
current members of our CNG Committee are: Eric K. Rowinsky, M.D.
(Chairman), Mark I. Greene, M.D., Ph.D., FRCP, and Y. Michael Rice.
During the fiscal year ended December 31, 2016, the members of our
CNG Committee were: Anton Gueth (Chairman), Eric K. Rowinsky, M.D.
(Chairman), Brendan A. Ford, Mark I. Greene, M.D., Ph.D., FRCP, Y.
Michael Rice and Gordon A. Troup. None of these individuals were at
any time during the fiscal year ended December 31, 2016, or at any
other time, an officer or employee of the Company.
No
director who served on the CNG Committee during 2016 had any
relationships requiring disclosure by the Company under the
SEC’s rules requiring disclosure of certain relationships and
related-party transactions. None of the Company’s executive
officers served as a director or a member of a compensation
committee (or other committee serving an equivalent function) of
any other entity, the executive officers of which served as a
director of the Company or member of the CNG Committee during
2016.
Summary Compensation Table
The
following table sets forth certain information concerning the
annual and long-term compensation of our Named Executive Officers
for the last three fiscal years.
Summary Compensation Table for Fiscal 2016
Named Executive Officer
|
|
Year
|
|
Salary
|
|
|
(a)
Stock
Awards
|
|
|
(b)
Option
Awards
|
|
|
(c)
Non-Equity
Incentive Plan
Compensation
|
|
|
(d)
All Other
Compensation
|
|
|
TotalCompensation
|
|
Michael M. Goldberg (e)
|
|
2016
|
|
$
|
83,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
110,685
|
|
|
$
|
436
|
|
|
$
|
194,198
|
|
President and
|
|
2015
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Chief Executive Officer
|
|
2014
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ricardo J. Gonzalez (f)
|
|
2016
|
|
$
|
137,981
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,352
|
|
|
$
|
141,333
|
|
President and
|
|
2015
|
|
|
375,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
105,001
|
|
|
|
7,692
|
|
|
|
487,693
|
|
Chief Executive Officer
|
|
2014
|
|
|
82,452
|
|
|
|
—
|
|
|
|
768,247
|
|
|
|
16,241
|
|
|
|
—
|
|
|
|
866,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frederick O. Cope, Ph.D.
|
|
2016
|
|
$
|
279,130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,710
|
|
|
$
|
6,735
|
|
|
$
|
340,575
|
|
Senior Vice President and
|
|
2015
|
|
|
279,130
|
|
|
|
—
|
|
|
|
155,026
|
|
|
|
54,709
|
|
|
|
6,657
|
|
|
|
495,522
|
|
Chief Scientific Officer
|
|
2014
|
|
|
279,130
|
|
|
|
—
|
|
|
|
144,067
|
|
|
|
27,913
|
|
|
|
6,173
|
|
|
|
457,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Klima (g)
|
|
2016
|
|
$
|
270,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,920
|
|
|
$
|
2,326
|
|
|
$
|
325,246
|
|
Senior Vice President and
|
|
2015
|
|
|
270,000
|
|
|
|
192,900
|
|
|
|
112,163
|
|
|
|
52,921
|
|
|
|
3,114
|
|
|
|
631,098
|
|
Chief Commercial Officer
|
|
2014
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent L. Larson (h)
|
|
2016
|
|
$
|
188,393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,826
|
|
|
$
|
194,219
|
|
Executive Vice President
|
|
2015
|
|
|
260,000
|
|
|
|
—
|
|
|
|
144,499
|
|
|
|
50,960
|
|
|
|
7,692
|
|
|
|
463,151
|
|
and Chief Financial Officer
|
|
2014
|
|
|
260,000
|
|
|
|
—
|
|
|
|
134,318
|
|
|
|
17,875
|
|
|
|
6,727
|
|
|
|
418,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jed A. Latkin (i)
|
|
2016
|
|
$
|
163,309
|
|
|
$
|
—
|
|
|
$
|
39,992
|
|
|
$
|
122,903
|
|
|
$
|
—
|
|
|
$
|
326,204
|
|
Chief Operating Officer
|
|
2015
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
and Chief Financial Officer
|
|
2014
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Regan
|
|
2016
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,000
|
|
|
$
|
6,142
|
|
|
$
|
305,142
|
|
Senior Vice President and
|
|
2015
|
|
|
250,000
|
|
|
|
—
|
|
|
|
157,896
|
|
|
|
49,001
|
|
|
|
6,410
|
|
|
|
463,307
|
|
Chief Compliance Officer
|
|
2014
|
|
|
250,000
|
|
|
|
—
|
|
|
|
113,587
|
|
|
|
25,000
|
|
|
|
6,280
|
|
|
|
394,867
|
|
(a)
Amount
represents the aggregate grant date fair value in accordance with
FASB ASC Topic 718. Assumptions made in the valuation of stock
awards are disclosed in Note 1(e) of the Notes to the Consolidated
Financial Statements of the Company’s Form 10-K filed on
March 31, 2017.
(b)
Amount
represents the aggregate grant date fair value in accordance with
FASB ASC Topic 718. Assumptions made in the valuation of option
awards are disclosed in Note 1(e) of the Notes to the Consolidated
Financial Statements of the Company’s Form 10-K filed on
March 31, 2017.
(c)
Amount
represents the total non-equity incentive plan amounts which have
been approved by the Board of Directors as of the date this filing,
and are disclosed for the year in which they were earned (i.e., the
year to which the service relates).
●
For
2016, the Board of Directors determined that a portion of the 2016
bonus amount payable would be paid in stock in lieu of cash. The
portion of the 2016 bonus amount payable in cash is either fifty
percent or thirty-three percent, as determined by the Board of
Directors. As such, Dr. Cope, Mr. Klima and Mr. Regan were awarded
70,492, 50,885 and 63,135, respectively, shares of Common Stock of
the Company valued at $0.52 per share, the closing price of
Navidea’s Common Stock on February 6, 2017. Since these
shares represent incentive compensation earned in 2016, they are
reported in this column, and not included in the column
“Stock Awards.” The cash portion of the 2016 bonus
awards was paid on March 15, 2017.
●
For
2015, the Board of Directors initially determined that fifty
percent of the 2015 bonus amount payable to certain executive
officers would be paid in stock options in lieu of cash, calculated
based on the Black-Scholes value of the options on the date of
grant. As such, Dr. Cope, Mr. Klima, Mr. Larson and Mr. Regan were
awarded, respectively, options to purchase 58,510, 56,598, 54,501
and 52,405 shares of Common Stock of the Company at an exercise
price of $0.98 per share, vesting immediately upon the date of
grant and expiring after ten years. Since these options represent
incentive compensation earned in 2015, they are reported in this
column, and not included in the column “Option Awards.”
In February 2017, the Board of Directors determined that the
amounts previously awarded as 2015 bonuses would be subject to the
same split between cash and stock as the 2016 bonus awards. As
such, Dr. Cope and Mr. Regan were awarded an additional 17,886 and
16,020, respectively, shares of Common Stock of the Company valued
at $0.52 per share, the closing price of Navidea’s Common
Stock on February 6, 2017. Since these shares represent incentive
compensation earned in 2015, they are reported in this column, and
not included in the column “Stock Awards.” The cash
portion of the 2015 bonus awards was paid on March 15,
2017.
(d)
Amount
represents additional compensation as disclosed in the All Other
Compensation table below.
(e)
Dr.
Goldberg commenced employment with the Company effective September
22, 2016. Dr. Goldberg’s annual salary is $400,000, however
payment of 25% of that amount was deferred pending the sale of
certain assets to Cardinal Health 414, LLC, which occurred on March
3, 2017. The salary shown in this table is equal to the actual
amount paid to Dr. Goldberg during 2016. In connection with Dr.
Goldberg’s appointment as Chief Executive Officer of the
Company, the Board of Directors awarded options to purchase
5,000,000 shares of our Common Stock to Dr. Goldberg, subject to
stockholder approval of the 2016 Plan. If approved, these stock
options will vest 100% when the average closing price of the
Company’s Common Stock over a period of five consecutive
trading days equals or exceeds $2.50 per share, and expire on the
tenth anniversary of the date of grant.
(f)
Mr.
Gonzalez commenced employment with the Company effective October
13, 2014 and separated from the Company effective May 13,
2016.
(g)
Mr.
Klima commenced employment with the Company effective January 1,
2015 and separated from the Company effective March 8,
2017.
(h)
Mr.
Larson was approved for long term disability by the Company’s
insurance carrier and separated from the Company effective October
6, 2016.
(i)
Mr.
Latkin commenced employment with the Company effective April 21,
2016.
All Other Compensation
The
following table describes each component of the amounts shown in
the “All Other Compensation” column in the Summary
Compensation table above.
All Other Compensation Table for Fiscal 2016
Named Executive Officer
|
|
Year
|
|
(a)
Reimbursement
of Additional
Tax Liability
Related to
Insurance
Premiums
|
|
|
(b)
401(k) Plan
Employer
Matching
Contribution
|
|
|
|
(c)Opt-Out Bonus
|
|
|
Total
All Other
Compensation
|
|
Michael M. Goldberg, M.D.
|
|
2016
|
|
$
|
436
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
|
2015
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2014
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ricardo J. Gonzalez
|
|
2016
|
|
$
|
836
|
|
|
$
|
2,516
|
|
|
|
$
|
—
|
|
|
$
|
3,352
|
|
|
|
2015
|
|
|
2,392
|
|
|
|
5,300
|
|
|
|
|
—
|
|
|
|
7,692
|
|
|
|
2014
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frederick O. Cope, Ph.D.
|
|
2016
|
|
$
|
1,435
|
|
|
$
|
5,300
|
|
|
|
$
|
—
|
|
|
$
|
6,735
|
|
|
|
2015
|
|
|
1,357
|
|
|
|
5,300
|
|
|
|
|
—
|
|
|
|
6,657
|
|
|
|
2014
|
|
|
973
|
|
|
|
5,200
|
|
|
|
|
—
|
|
|
|
6,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Klima
|
|
2016
|
|
$
|
2,326
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
2,326
|
|
|
|
2015
|
|
|
1,310
|
|
|
|
1,804
|
|
|
|
|
—
|
|
|
|
3,114
|
|
|
|
2014
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent L. Larson
|
|
2016
|
|
$
|
2,007
|
|
|
$
|
3,819
|
|
|
|
$
|
—
|
|
|
$
|
5,826
|
|
|
|
2015
|
|
|
2,392
|
|
|
|
5,300
|
|
|
|
|
—
|
|
|
|
7,692
|
|
|
|
2014
|
|
|
1,527
|
|
|
|
5,200
|
|
|
|
|
—
|
|
|
|
6,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jed A. Latkin
|
|
2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2015
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2014
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Regan
|
|
2016
|
|
$
|
106
|
|
|
$
|
5,036
|
|
|
|
$
|
1,000
|
|
|
$
|
6,142
|
|
|
|
2015
|
|
|
110
|
|
|
|
5,300
|
|
|
|
|
1,000
|
|
|
|
6,410
|
|
|
|
2014
|
|
|
80
|
|
|
|
5,200
|
|
|
|
|
1,000
|
|
|
|
6,280
|
|
(a)
Amount
represents reimbursement of the lost tax benefit due to the
ineligibility of our Named Executive Officers to pay their portion
of medical, dental, and vision premiums on a pre-tax basis under
our IRC Section 125 Plan.
(b)
Amount
represents the value of the Common Stock contributed to the Named
Executive Officer’s account in our 401(k) Plan as calculated
on a quarterly basis.
(c)
Amount
represents additional bonus paid for non-participation in the
Company’s medical plan.
Grants of Plan-Based Awards
The
following table sets forth certain information about plan-based
awards that we made to the Named Executive Officers during fiscal
2016. For information about the plans under which these awards were
granted, see the discussion under “Short-Term Incentive
Compensation” and “Long-Term Incentive
Compensation” in the “Compensation Discussion and
Analysis” section above.
Grants of Plan-Based Awards Table for Fiscal 2016
|
|
|
|
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards (a)
|
|
|
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
|
|
|
All Other
Stock
Awards:
Number
of Shares
|
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
|
|
|
Exercise
Price of
Option
|
|
|
Grant Date
Fair Value
of Stock
and Option
|
|
|
Named Executive Officer
|
|
Grant Date
|
|
Threshold
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Maximum
|
|
|
of Stock
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
|
Michael M. Goldberg, M.D. (d)
|
|
N/A
|
|
$
|
—
|
|
|
$
|
83,013
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ricardo J. Gonzalez
|
|
N/A
|
|
$
|
—
|
|
|
$
|
187,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frederick O. Cope, Ph.D.
|
|
N/A
|
|
$
|
—
|
|
|
$
|
97,696
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Klima
|
|
N/A
|
|
$
|
—
|
|
|
$
|
94,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent L. Larson
|
|
N/A
|
|
$
|
—
|
|
|
$
|
91,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jed A. Latkin
|
|
4/20/2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
45,000
|
|
|
$
|
1.50
|
|
|
$
|
29,339
|
|
(b)
|
|
|
10/14/2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
$
|
1.00
|
|
|
$
|
10,653
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Regan
|
|
N/A
|
|
$
|
—
|
|
|
$
|
87,500
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
(a)
The
threshold amount reflects the possibility that no cash bonus awards
will be payable. The maximum amount reflects the cash bonus awards
payable if the Board of Directors, in their discretion, awards the
maximum cash bonus. The maximum cash bonus payable to Dr. Goldberg
has been pro-rated beginning September 22, 2016.
(b)
These stock options vested as to 7,500 options on
the 20th
day of each of the first six months
following the date of grant, and expire on the tenth anniversary of
the date of grant.
(c)
These stock options vested as to 10,000 options on
the 20th
day of each of the first two months
following the date of grant, and expire on the tenth anniversary of
the date of grant.
(d)
In
connection with Dr. Goldberg’s appointment as Chief Executive
Officer of the Company on September 22, 2016, the Board of
Directors awarded options to purchase 5,000,000 shares of our
Common Stock to Dr. Goldberg, subject to stockholder approval of
the 2016 Plan. If approved, these stock options will vest 100% when
the average closing price of the Company’s Common Stock over
a period of five consecutive trading days equals or exceeds $2.50
per share, and expire on the tenth anniversary of the date of
grant.
Outstanding Equity Awards
The
following table presents certain information concerning outstanding
equity awards held by the Named Executive Officers as of December
31, 2016.
Outstanding Equity Awards Table at Fiscal 2016
Year-End
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of Securities
Underlying Unexercised
Options (#)
|
|
|
|
|
|
|
|
|
|
|
|
|
MarketValue of Shares of
|
|
|
Equity Incentive
Plan Awards
|
Named ExecutiveOfficer
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Option
Exercise
Price
|
|
|
Option
Expiration
Date
|
|
Note
|
|
Number of
Shares of
Stock that
Have Not
Vested
|
|
|
Stock that
HaveNot
Vested
|
|
|
Number of
Unearned
Shares
|
|
|
MarketValue
of Unearned
Shares (v)
|
|
|
Note
|
Michael M. Goldberg, M.D.
|
|
|
—
|
|
|
|
—
|
|
|
$
|
1.00
|
|
|
9/22/2026
|
|
(p)
|
|
|
|
|
|
|
|
|
|
|
28,000
|
|
|
$
|
17,920
|
|
|
(r)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ricardo J. Gonzalez (s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frederick O. Cope, Ph.D.
|
|
|
50,000
|
|
|
|
—
|
|
|
$
|
0.65
|
|
|
2/16/2019
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
$
|
32,000
|
|
|
(q)
|
|
|
|
75,000
|
|
|
|
—
|
|
|
$
|
1.10
|
|
|
10/30/2019
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,000
|
|
|
|
—
|
|
|
$
|
1.90
|
|
|
12/21/2020
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,000
|
|
|
|
—
|
|
|
$
|
3.28
|
|
|
2/17/2022
|
|
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,750
|
|
|
|
36,250
|
|
|
$
|
3.08
|
|
|
2/15/2023
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,500
|
|
|
|
66,500
|
|
|
$
|
1.77
|
|
|
1/28/2024
|
|
(i)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,000
|
|
|
|
108,000
|
|
|
$
|
1.65
|
|
|
3/26/2025
|
|
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,510
|
|
|
|
—
|
|
|
$
|
0.98
|
|
|
2/25/2026
|
|
(m)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas J. Klima (t)
|
|
|
25,000
|
|
|
|
75,000
|
|
|
$
|
1.89
|
|
|
1/1/2025
|
|
(k)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,598
|
|
|
|
—
|
|
|
$
|
0.98
|
|
|
2/25/2026
|
|
(m)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent L. Larson (u)
|
|
|
50,000
|
|
|
|
—
|
|
|
$
|
0.362
|
|
|
1/3/2018
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
—
|
|
|
$
|
0.59
|
|
|
1/5/2019
|
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
—
|
|
|
$
|
1.10
|
|
|
10/30/2019
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,000
|
|
|
|
—
|
|
|
$
|
1.90
|
|
|
12/21/2020
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,000
|
|
|
|
—
|
|
|
$
|
3.28
|
|
|
2/17/2022
|
|
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,500
|
|
|
|
—
|
|
|
$
|
3.08
|
|
|
2/15/2023
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,000
|
|
|
|
—
|
|
|
$
|
1.77
|
|
|
1/28/2024
|
|
(i)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,334
|
|
|
|
—
|
|
|
$
|
1.65
|
|
|
3/26/2025
|
|
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,501
|
|
|
|
—
|
|
|
$
|
0.98
|
|
|
2/25/2026
|
|
(m)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jed A. Latkin
|
|
|
45,000
|
|
|
|
—
|
|
|
$
|
1.50
|
|
|
4/20/2026
|
|
(n)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
—
|
|
|
$
|
1.00
|
|
|
10/14/2026
|
|
(o)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Regan
|
|
|
20,000
|
|
|
|
—
|
|
|
$
|
3.29
|
|
|
7/1/2021
|
|
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,000
|
|
|
|
—
|
|
|
$
|
3.28
|
|
|
2/17/2022
|
|
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000
|
|
|
|
25,000
|
|
|
$
|
3.08
|
|
|
2/15/2023
|
|
(h)
|
|
|
|
|
|
|
|
|
|
`
|
|
|
|
|
|
|
|
|
|
|
|
42,500
|
|
|
|
42,500
|
|
|
$
|
1.77
|
|
|
1/28/2024
|
|
(i)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
12,500
|
|
|
$
|
1.50
|
|
|
12/17/2024
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,000
|
|
|
|
110,000
|
|
|
$
|
1.65
|
|
|
3/26/2025
|
|
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,405
|
|
|
|
—
|
|
|
$
|
0.98
|
|
|
2/25/2026
|
|
(m)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
Options
were granted 1/3/2008 and vested as to one-third on each of the
first three anniversaries of the date of grant.
(b)
Options
were granted 1/5/2009 and vested as to one-third on each of the
first three anniversaries of the date of grant.
(c)
Options
were granted 2/16/2009 and vested as to one-third on each of the
first three anniversaries of the date of grant.
(d)
Options
were granted 10/30/2009 and vested as to one-third on each of the
first three anniversaries of the date of grant.
(e)
Options
were granted 12/21/2010 and vested as to one-fourth on each of the
first four anniversaries of the date of grant.
(f)
Options
were granted 7/1/2011 and vested as to one-fourth at the end of
each of the first four quarters following the date of
grant.
(g)
Options
were granted 2/17/2012 and vested as to one-fourth on each of the
first four anniversaries of the date of grant.
(h)
Options
were granted 2/15/2013 and vest as to one-fourth on each of the
first four anniversaries of the date of grant.
(i)
Options
were granted 1/28/2014 and vest as to one-fourth on each of the
first four anniversaries of the date of grant.
(j)
Options
were granted 12/17/2014 and vest as to one-fourth on the date of
grant, and one-fourth on January 28th of 2016, 2017 and
2018.
(k)
Options
were granted 1/1/2015 and vest as to one-fourth on each of the
first four anniversaries of the date of grant.
(l)
Options
were granted 3/26/2015 and vest as to one-third on each of the
first three anniversaries of the date of grant.
(m)
Options
were granted 2/25/2016 and vested immediately. Options were granted
in lieu of cash payment for fifty percent of the 2015 bonus payable
to certain executive officers, calculated based on the
Black-Scholes value of the options on the date of
grant.
(n)
Options
were granted 4/20/2016 and vested as to one-sixth on the 20th day
of each of the first six months following the date of
grant.
(o)
Options
were granted 10/14/2016 and vested as to one-half on the 20th day
of each of the first two months following the date of
grant.
(p)
Options
were granted 9/22/2016 and vest 100% when the average closing price
of the Company’s Common Stock over a period of five
consecutive trading days equals or exceeds $2.50 per share, subject
to stockholder approval of the 2016 Plan.
(q)
Restricted
shares granted February 16, 2009. Pursuant to the terms of the
restricted stock agreement between the Company and Dr. Cope, the
restricted shares will vest upon the commencement of patient
enrollment in a Phase 3 clinical trial in humans of NAV1800. All of
the restricted shares vest upon the occurrence of a change in
control as defined in Dr. Cope’s employment agreement. If the
employment of Dr. Cope with the Company is terminated for reasons
other than a change in control before all of the restricted shares
have vested, then pursuant to the terms of the restricted stock
agreement all restricted shares that have not vested at the
effective date of Dr. Cope’s termination shall immediately be
forfeited by Dr. Cope. As a result of the Company’s decision
to abandon the NAV1800 project in favor of Manocept platform
development projects, the CNG Committee vested all 50,000 shares on
April 25, 2017.
(r)
Restricted
shares granted April 20, 2016 in connection with Dr.
Goldberg’s service on the Company’s Board of Directors.
Pursuant to the terms of the restricted stock agreement between the
Company and Dr. Goldberg, the restricted shares will vest on the
first anniversary of the date of grant. If the employment of Dr.
Goldberg with the Company is terminated for reasons other than a
change in control before all of the restricted shares have vested,
then pursuant to the terms of the restricted stock agreement all
restricted shares that have not vested at the effective date of Dr.
Goldberg’s termination shall immediately be forfeited by Dr.
Goldberg.
(s)
Mr.
Gonzalez separated from the Company effective May 13, 2016. All of
Mr. Gonzalez’s stock options were forfeited as of the date of
separation.
(t)
Mr.
Klima separated from the Company effective March 8, 2017. All of
Mr. Klima’s stock options, if not exercised, will expire on
June 6, 2017.
(u)
Mr.
Larson was approved for long term disability by the Company’s
insurance carrier and separated from the Company effective October
6, 2016. All of Mr. Larson’s stock options, if not exercised,
will expire on October 6, 2017.
(v)
Estimated
by reference to the closing market price of the Company’s
Common Stock on December 31, 2016, pursuant to Instruction 3 to
Item 402(p)(2) of Regulation S-K. The closing price of the
Company’s Common Stock on December 31, 2016, was
$0.64.
Options Exercised and Stock Vested
The
following table presents, with respect to the Named Executive
Officers, certain information about option exercises and restricted
stock vested during fiscal 2016.
Options Exercised and Stock Vested Table for Fiscal
2016
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Named Executive Officer
|
|
Number of
Shares
Acquired
on Exercise
|
|
|
Value
Realized on
Exercise (a)
|
|
|
Number of
Shares
Acquired
on Vesting
|
|
|
Value
Realized
on
Vesting (a)
|
|
|
Note
|
Michael M. Goldberg, M.D.
|
|
|
—
|
|
|
$
|
—
|
|
|
|
22,000
|
|
|
$
|
21,098
|
|
|
(b)
|
Ricardo J. Gonzalez
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Frederick O. Cope, Ph.D.
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Thomas J. Klima
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Brent L. Larson
|
|
|
50,000
|
|
|
$
|
23,000
|
|
|
|
—
|
|
|
$
|
—
|
|
|
(c)
|
Jed A. Latkin
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
William J. Regan
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
(a)
Computed
using the fair market value of the stock on the date prior to or
the date of exercise or vesting, as appropriate, less the purchase
price of the stock, in accordance with our normal
practice.
(b)
On
March 26, 2016, 22,000 shares of Dr. Goldberg’s restricted
stock vested in accordance with the terms of his restricted stock
agreement. The market price on the last trading day prior to the
vesting date was $0.96 per share. This restricted stock was granted
in connection with Dr. Goldberg’s service on the
Company’s Board of Directors.
(c)
On
December 8, 2016, Mr. Larson exercised 50,000 stock options in
exchange for 50,000 shares of Common Stock. The market price on the
last trading day prior to the exercise date was $0.73 per
share.
Compensation of Non-Employee Directors
Each
non-employee director received an annual cash retainer of $50,000
during the fiscal year ended December 31, 2016. The Chairman of the
Company’s Board of Directors received an additional annual
retainer of $30,000, the Chairman of the Audit Committee received
an additional annual retainer of $10,000, and the Chairman of the
CNG Committee received an additional annual retainer of $7,500 for
their services in those capacities during 2016. We also reimbursed
non-employee directors for travel expenses for meetings attended
during 2016.
Each
non-employee director also received 28,000 shares of restricted
stock during 2016 as a part of the Company’s annual stock
incentive grants, in accordance with the provisions of the 2014
Plan. The restricted stock granted will vest on the first
anniversary of the date of grant. The aggregate number of equity
awards outstanding at February 28,
2017 for each Director is set forth in the footnotes to the
beneficial ownership table provided in Part III, Item 12 of the
Company’s Form 10-K filed on March 31, 2017. Directors who
are also officers or employees of Navidea do not receive any
compensation for their services as directors.
The
following table sets forth certain information concerning the
compensation of non-employee Directors for the fiscal year ended
December 31, 2016.
Name
|
|
(a)
Fees
Earned or
Paid in
Cash or Stock
|
|
|
(b),(c)
Option
Awards
|
|
|
(d),(e)
Stock
Awards
|
|
|
All Other
Compensation
|
|
|
Total
Compensation
|
|
Anthony
S. Fiorino, M.D., Ph.D. (f)
|
|
$
|
40,714
|
|
|
$
|
—
|
|
|
$
|
36,652
|
|
|
$
|
—
|
|
|
$
|
67,394
|
|
Brendan
A. Ford (g)
|
|
|
14,251
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
97,448
|
|
Michael
M. Goldberg, M.D. (h)
|
|
|
56,439
|
|
|
|
—
|
|
|
|
36,652
|
|
|
|
—
|
|
|
|
86,300
|
|
Mark I.
Greene, M.D., Ph.D., FRCP (f)
|
|
|
40,714
|
|
|
|
—
|
|
|
|
36,652
|
|
|
|
—
|
|
|
|
|
|
Anton
Gueth (i)
|
|
|
22,060
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
83,013
|
|
Y.
Michael Rice (j)
|
|
|
38,322
|
|
|
|
—
|
|
|
|
17,665
|
|
|
|
—
|
|
|
|
66,042
|
|
Eric K.
Rowinsky, M.D.
|
|
|
65,273
|
|
|
|
—
|
|
|
|
36,652
|
|
|
|
—
|
|
|
|
86,742
|
|
Gordon
A. Troup (k)
|
|
|
17,761
|
|
|
|
—
|
|
|
|
36,652
|
|
|
|
—
|
|
|
|
107,523
|
|
(a)
Amount represents
fees earned during the fiscal year ended December 31, 2016 (i.e.,
the year to which the service relates). Quarterly retainers and
meeting attendance fees are paid during the quarter following the
quarter in which they are earned.
(b)
Amount represents
the aggregate grant date fair value in accordance with FASB ASC
Topic 718.
(c)
At December 31,
2016, Dr. Rowinsky held 73,764 options to purchase shares of Common
Stock of the Company.
(d)
Amount represents
the aggregate grant date fair value in accordance with FASB ASC
Topic 718.
(e)
During the year
ended December 31, 2016, the non-employee directors were issued an
aggregate of 168,000 shares of restricted stock which vest as to
100% of the shares on the first anniversary of the date of grant.
At December 31, 2016, the non-employee directors held an aggregate
of 129,000 shares of unvested restricted stock. Dr. Rowinsky held
45,000 shares of unvested restricted stock, and Drs. Fiorino and
Greene and Mr. Rice each held 28,000 shares of unvested restricted
stock.
(f)
Drs. Fiorino and
Greene were appointed to the Board of Directors effective March 23,
2016.
(g)
Mr. Ford resigned
from the Board of Directors effective March 23, 2016.
(h)
Dr. Goldberg was
appointed President and Chief Executive Officer of the Company
effective September 22, 2016, and therefore is no longer a
non-employee director as of such date.
(i)
Mr. Gueth resigned
from the Board of Directors effective March 31, 2016.
(j)
Mr. Rice was
appointed to the Board of Directors effective May 4,
2016.
(k)
Mr. Troup resigned
from the Board of Directors effective April 28, 2016.
PROPOSAL NO. 4 – APPROVAL OF A
POTENTIAL AMENDMENT TO OUR
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT
Overview
Our
Board of Directors has adopted, and is recommending that our
stockholders approve, an amendment (the “Amendment”) to
our amended and restated certificate of incorporation which would
(i) effect a reverse stock split of our issued and outstanding
Common Stock at a ratio of one-for-twenty, with such reverse stock
split to be effected at such time and date, if at all, as
determined by the Board of Directors in its sole discretion, and
(ii) reduce the number of authorized shares of Common Stock and
Preferred Stock in a proportionate ratio to the reverse stock
split, rounded to the nearest whole share. As of the date of this
proxy statement, we had no shares of preferred stock outstanding.
The primary purpose of the reverse stock split is to raise the per
share trading price of the Company’s Common Stock to broaden
the Company’s investor base as many institutional investors
and mutual funds have rules against purchasing a stock whose price
is below a certain threshold. An increase in the Company’s
share price may also enable the Company to maintain the listing of
its Common Stock on the NYSE MKT.
No
further action on the part of stockholders will be required to
implement or abandon the reverse stock split. If the proposal is
approved by stockholders and the Board determines to implement the
reverse stock split, we would communicate to the public, prior to
the effective date of the reverse stock split, additional details.
The Board of Directors reserves its right to elect not to proceed
with the reverse stock split if it determines, in its sole
discretion, that the proposal is no longer in the best interests of
the Company or its stockholders.
Except
for adjustments that may result from the treatment of fractional
shares as described below, each stockholder will hold the same
percentage of Common Stock outstanding immediately following the
reverse stock split as that stockholder held immediately before the
reverse stock split.
The form of Amendment to accomplish the reverse
stock split is attached to this proxy statement as
Appendix
A. The following discussion is
qualified in its entirety by the full text of the proposed
Amendment, which is hereby incorporated by
reference.
Purposes of the Reverse Stock Split
The
Board of Director’s primary objective in proposing the
reverse stock split is to raise the per share trading price of the
Common Stock to, among other things, attract a broader investor
base and to enable the Company to maintain the listing of its
Common Stock on the NYSE MKT. Our Common Stock traded as low as
$0.26 per share and as high as $1.51 per share during the 12-month
period ended April 30, 2017. The market price of our Common Stock
has been and is expected to continue to be highly volatile. The
Board believes that a potential increase in the market price of our
Common Stock as a result of the reverse stock split may improve
marketability and liquidity of our Common Stock and further
encourage interest and trading in our Common Stock. It is possible
that some institutional investors and investment funds may be
reluctant to invest, and, in some cases, may be prohibited from
investing, in lower-priced stocks and that brokerage firms may be
reluctant to recommend lower-priced stocks to their clients. The
reverse stock split could increase our market price to a level that
would be viewed more favorably by potential investors. Further,
brokerage commissions, as a percentage of the total transaction,
tend to be higher for lower-priced stocks. As a result, certain
investors may also be dissuaded from purchasing lower-priced stock.
A higher stock price after the reverse stock split may reduce this
concern.
The
Board of Directors also believes that stockholder approval of this
proposal granting our Board of Directors discretion to effect the
reverse stock split provides our Board of Directors with maximum
flexibility to react to then-current market conditions and,
therefore, is in the best interests of the Company and its
stockholders. Our Board of Directors’ decision as to whether
and when to effect the Reverse Split will be based on a number of
factors, including market conditions, general economic conditions
prevailing in our industry and in the marketplace, our
capitalization, existing and expected trading prices for our Common
Stock, and the continued listing requirements of the NYSE MKT.
Although our stockholders may approve the Reverse Split, we will
not effect the Reverse Split if our Board of Directors does not
deem it to be in the best interests of the Company and its
stockholders.
Certain Risks Associated with Reverse Stock Split
A reverse stock split could
result in a significant devaluation of the Company’s market
capitalization and the trading price of our Common Stock.
Although the Board expects that the
reverse stock split will result in an increase in the market price
of the Common Stock, it cannot assure you that the reverse stock
split, if implemented, will increase the market price of the Common
Stock in proportion to the reduction in the number of shares of the
Common Stock outstanding or result in a permanent increase in the
market price. Accordingly, the total market capitalization of the
Company after the proposed reverse stock split may be lower than
the total market capitalization before the proposed reverse stock
split and, in the future, the market price of the Common Stock
following the reverse stock split may not exceed or remain higher
than the market price prior to the proposed reverse stock
split.
The effect of the reverse
stock split upon the market price of our Common Stock cannot be
predicted with any certainty, and the history of similar reverse
stock splits for companies in similar circumstances to ours is
varied. The market price of the
Common Stock is dependent on many factors, including our business
and financial performance, general market conditions, prospects for
future success and other factors detailed from time to time in the
reports we file with the SEC. If the reverse stock split is
implemented and the market price of our Common Stock declines, the
percentage decline as an absolute number and as a percentage of our
overall market capitalization may be greater than would occur in
the absence of the reverse stock split.
The reverse stock split may
result in some stockholders owning “odd lots” that may
be more difficult to sell or require greater transaction costs per
share to sell. The reverse
stock split may result in some stockholders owning “odd
lots” of less than 100 shares of our Common Stock on a
post-split basis. These odd lots may be more difficult to sell, or
require greater transaction costs per share to sell, than shares in
“round lots” of even multiples of 100
shares.
The reverse stock split may
not generate additional investor interest. While the Board of Directors believes that a
higher stock price may help generate investor interest, there can
be no assurance that the reverse stock split will result in a per
share price that will attract institutional investors or investment
funds or that such share price will satisfy the investing
guidelines of institutional investors or investment funds. As a
result, the trading liquidity of our Common Stock may not
necessarily improve.
The reduced number of shares
of Common Stock resulting from a reverse stock split could
adversely affect the liquidity of our Common Stock.
Although the Board of Directors
believes that the decrease in the number of shares of Common Stock
outstanding as a consequence of the reverse stock split and the
anticipated increase in the market price of our Common Stock could
encourage interest in our Common Stock and possibly promote greater
liquidity for our stockholders, such liquidity could also be
adversely affected by the reduced number of shares outstanding
after the reverse stock split.
Impact of the Proposed Reverse Stock Split If
Implemented
Effect on Authorized and
Outstanding Shares. Currently,
we are authorized to issue up to a total of three hundred and five
million (305,000,000) shares, of which three hundred million
(300,000,000) shares are Common Stock and five million (5,000,000)
million shares are Preferred Stock. If the Board of Directors
elects to effect the reverse stock split, we will also reduce the
number of authorized shares of our Common Stock and Preferred Stock
in proportion to the reverse stock split ratio of one-for-twenty.
As of May 15, 2017, there were 161,898,338 shares of Common Stock
outstanding and zero shares of Preferred Stock outstanding. The
following table illustrates the effects of the one-for-twenty
reverse stock split, without giving effect to any adjustments for
fractional shares of Common Stock, on our authorized and
outstanding shares of Common Stock and Preferred Stock as of May
15, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior to Reverse Split
Common Stock
|
|
|
Prior to
Reverse Split
Preferred Stock
|
|
|
Following Reverse Split Common Stock
|
|
|
Following Reverse Split Preferred Stock
|
|
Authorized
|
|
|
300,000,000
|
|
|
|
5,000,000
|
|
|
|
15,000,000
|
|
|
|
250,000
|
|
Outstanding
|
|
|
161,898,338
|
|
|
|
0
|
|
|
|
8,094,917
|
|
|
|
0
|
|
Except
for the shares of Common Stock issuable from (i) the exercise of
outstanding options, including the option issued to Dr. Goldberg
for 5,000,000 (pre-split) shares exercisable at $1.00 per share
(subject to adjustment) that the Board of Directors granted on
September 22, 2016 pursuant to his Employment Agreement and subject
to stockholder approval of the 2016 Plan, (ii) the number of shares
deliverable upon vesting of restricted stock, (iii) the exercise of
outstanding warrants, (iv) the conversion of outstanding
convertible debt, and (v) the conversion of convertible preferred
stock of our majority-owned subsidiary, Macrophage Therapeutics,
Inc., the Company does not have any plans, proposals, or
arrangements to issue any of our authorized but unissued shares of
common stock. The issuance of any shares pursuant to the preceding
sentence were all well within the number of shares authorized and
available prior to the proposed reverse stock split. If the Board
of Directors elects to abandon or otherwise not effect the reverse
stock split for whatever reason, we will also abandon the reduction
in the number of authorized shares of Common Stock and Preferred
Stock.
Our
Common Stock is currently registered under Section 12(b) of the
Exchange Act, and the Company is subject to the periodic reporting
and other requirements of the Exchange Act. The proposed reverse
stock split will not affect the registration of our Common Stock
under the Exchange Act. If the proposed reverse stock split is
implemented, we currently expect that the Common Stock will
continue to be traded on the NYSE MKT under the symbol
“NAVB.”
Effect on Existing
Stockholders. After the
effective date of the proposed reverse stock split, each
stockholder will own a reduced number of shares of Common Stock.
However, the proposed reverse stock split will affect all
stockholders uniformly and will not affect any stockholder’s
percentage ownership interest in the Company (except to the extent
that the reverse split would result in any of the stockholders
owning a fractional share as described below). Proportionate voting
rights and other rights and preferences of the holders of Common
Stock will not be affected by the proposed reverse stock split
(except to the extent that the reverse split would result in any
stockholders owning a fractional share as described below). For
example, a holder of 2% of the voting power of the outstanding
shares of Common Stock immediately prior to the reverse stock split
would continue to hold approximately 2% of the voting power of the
outstanding shares of Common Stock immediately after the reverse
stock split. The number of stockholders of record also will not be
affected by the proposed reverse stock split (except to the extent
that the reverse split would result in any stockholders owning only
a fractional share as described below).
Effect on Outstanding Stock Awards; Stock
Plans. The reverse stock split, when implemented, will
affect outstanding restricted stock, stock option awards, warrants,
convertible debt, and convertible preferred stock of our
majority-owned subsidiary, Macrophage Therapeutics, Inc. The
proposed reverse stock split will also reduce the number of shares
of Common Stock issuable under the Company’s 2014 Stock
Incentive Plan (“2014 Plan”). The total number of
securities to be issued upon exercise of outstanding options
includes 1,349,401 issued under the 2014 Plan and 2,031,214 issued
under the Company’s 2002 Stock Incentive Plan (which plan has
expired and no new grants may be made from it). The stock option
granted to Dr. Goldberg for 5,000,000 shares of our Common Stock,
subject to stockholder approval of the 2016 Plan, will also be
adjusted to reflect the reverse stock split. The per share exercise
price of all outstanding option awards will be increased
proportionately and the number of shares of Common Stock issuable
upon the exercise of all outstanding option awards and the vesting
of all unvested restricted stock will be reduced proportionately.
These adjustments will result in approximately the same aggregate
exercise price being required to be paid for all outstanding option
awards upon exercise, although the aggregate number of shares
issuable upon exercise of such option awards will be reduced
proportionately following the reverse stock split.
Accounting Consequences
The
par value per share of our Common Stock will remain unchanged at
$0.001 per share after the reverse stock split. As a result, on the
effective date of the reverse split, the stated capital on the
Company’s balance sheet attributable to our Common Stock will
be reduced proportionately from its present amount, and the
additional paid in capital account shall be credited with the
amount by which the stated capital is reduced. The per share Common
Stock net income or loss and net book value will be increased
because there will be fewer shares of Common Stock outstanding. The
Company does not anticipate that any other accounting consequences
would arise as a result of the reverse stock split.
Treatment of Fractional Shares
No
fractional shares of Common Stock will be issued in connection with
the reverse stock split. Upon the proposed Amendment becoming
effective pursuant to the Delaware General Corporation Law (the
“Effective Time”), holders shall be entitled to a cash
payment for all fractional shares held prior to the Effective
Time.
After
the reverse stock split, then current stockholders will have no
further interest in the Company with respect to fractional shares.
Such stockholders will only be entitled to receive the cash payment
described above. Such cash payments may reduce the number of
post-split stockholders to the extent that there are stockholders
holding fewer than the number of pre-split shares within the
exchange ratio that is determined by the Board as described above;
however, this is not the purpose of the reverse stock
split.
Stockholders
should be aware that under the escheat laws of the relevant
jurisdictions, cash payments not timely claimed after the effective
date of the reverse stock split may be required to be paid to
designated agents for the relevant jurisdictions, without
interest.
Effect on Registered Certificated Shares
Some
registered stockholders hold their shares of Common Stock in
certificate form or a combination of certificate and book-entry
form. If any of your shares of Common Stock are held in certificate
form, you will receive a letter of transmittal from the
Company’s exchange agent as soon as practicable after the
effective date of the reverse stock split. The letter of
transmittal will contain instructions on how to surrender your
certificate(s) representing your pre-split shares to the exchange
agent. Upon receipt of your properly completed and executed letter
of transmittal and your stock certificate(s), you will be issued
the appropriate number of shares either in certificate form or
electronically in book-entry form under the direct registration
system. If you are entitled to a payment in lieu of any fractional
share interest, payment will be made as described above under
“Treatment of Fractional Shares.” No new stock
certificates or payments in lieu of fractional shares will be
issued to a stockholder until such stockholder has surrendered such
stockholder’s outstanding certificate(s) to the exchange
agent.
Beginning
at the Effective Time of the reverse stock split, each certificate
representing pre-reverse stock split shares will be deemed for all
corporate purposes to evidence ownership of post-reverse stock
split shares.
STOCKHOLDERS
SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT
SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO
SO.
Effect on Registered Book-Entry Holders
The
Company’s registered stockholders may hold some or all of
their shares electronically in book-entry form under the direct
registration system for securities. These stockholders will not
have stock certificates evidencing their ownership of our Common
Stock. They are, however, provided with a statement reflecting the
number of shares registered in their accounts.
●
If
you hold shares in a book-entry form, you do not need to take any
action to receive your post-split shares or your cash payment in
lieu of any fractional share interest, if applicable. If you are
entitled to post-split shares, a transaction statement will
automatically be sent to your address of record indicating the
number of shares you hold.
●
If
you are entitled to a payment in lieu of any fractional share
interest, a check will be mailed to you at your registered address
as soon as practicable after the Company’s exchange agent
completes the aggregation and sale described above in
“Treatment of Fractional Shares.” By signing and
cashing this check, you will warrant that you owned the shares for
which you receive a cash payment.
Effect on Non-registered Stockholders
Non-registered
stockholders holding Common Stock through a bank, broker or other
nominee should note that such banks, brokers or other nominees may
have different procedures for processing the consolidation than
those that would be put in place by the Company for registered
stockholders, and their procedures may result, for example, in
differences in the precise cash amounts being paid by such nominees
in lieu of a fractional share. If you hold your shares with such a
bank, broker or other nominee and if you have questions in this
regard, you are encouraged to contact your nominee.
Certain Material U.S. Federal Income Tax Consequences of the
Reverse Stock Split
The
following is a general summary of certain U.S. federal income tax
consequences of the reverse stock split to our stockholders. This
summary does not purport to be a complete discussion of all of the
possible U.S. federal income tax consequences of the reverse stock
split and is included for general information only. Further, it
does not address any state, local or foreign income or other tax
consequences or any U.S. federal non-income tax consequences. Also,
it does not address the tax consequences to stockholders that are
subject to special tax rules, such as banks, insurance companies,
regulated investment companies, personal holding companies,
stockholders who are not U.S. Holders (defined below),
broker-dealers, tax-exempt entities, entities or arrangements
treated as partnerships or pass-through entities for U.S. federal
income tax purposes and partners and investors therein,
stockholders subject to the alternative minimum tax or net
investment income tax provisions of the Internal Revenue Code of
1986, as amended (the “Code”), and stockholders who
hold our Common Stock as “qualified small business
stock”. Other stockholders may also be subject to special tax
rules, including, but not limited to, stockholders that received
Common Stock as compensation for services or pursuant to the
exercise of an employee stock option, or stockholders who have
held, or will hold, stock as part of a straddle, hedging or
conversion transaction for U.S. federal income tax purposes. This
summary also assumes that you are a U.S. Holder (defined below) who
has held, and will hold, shares of Common Stock as a “capital
asset,” as defined in the Code, i.e., generally, property
held for investment. Finally, the following discussion does not
address the tax consequences of transactions occurring prior to or
after the reverse stock split (whether or not such transactions are
in connection with the reverse stock split), including, without
limitation, the exercise of options or rights to purchase Common
Stock in anticipation of the reverse stock split.
The
tax treatment of a stockholder may vary depending upon the
particular facts and circumstances of such stockholder. You should
consult with your own tax advisor with respect to the tax
consequences of the reverse stock split. As used herein, the term
“U.S. Holder” means a stockholder that is, for U.S.
federal income tax purposes: a citizen or resident of the United
States; a corporation or other entity treated as a corporation for
U.S. federal income tax purposes created or organized in or under
the laws of the United States or any state, including the District
of Columbia; an estate the income of which is subject to U.S.
federal income tax regardless of its source; or a trust that (i) is
subject to the primary supervision of a U.S. court and the control
of one of more U.S. persons or (ii) has a valid election in effect
under applicable U.S. Treasury Regulations to be treated as a U.S.
person.
The
following discussion is based on the Code, applicable Treasury
Regulations, judicial authority and administrative rulings and
practice, all as of the date hereof. The Company’s view
regarding the tax consequences of the reverse stock split is not
binding on the Internal Revenue Service or the courts, and either
could adopt a contrary position. In addition, future legislative,
judicial or administrative changes or interpretations could
adversely affect the accuracy of the statements and conclusions set
forth herein. Any such changes or interpretations could be applied
retroactively and could affect the tax consequences described
herein. No ruling from the Internal Revenue Service or opinion of
counsel has been or will be obtained in connection with the reverse
stock split.
No
gain or loss should be recognized by a U.S. Holder upon such
holder’s exchange of pre-reverse stock split shares of Common
Stock for post-reverse stock split shares of Common Stock pursuant
to the reverse stock split, except with respect to cash, if any,
received in lieu of fractional shares, as described below. The
aggregate tax basis of the post-reverse stock split shares received
in the reverse stock split will be the same as the holder’s
aggregate tax basis in the pre-reverse stock split shares exchanged
therefor (excluding any amount allocable to a fractional share for
which cash is received). The holder’s holding period for the
post-reverse stock split shares will include the period during
which the stockholder held the pre-reverse stock split shares
surrendered in the reverse stock split.
In
general, the receipt of cash by a U.S. Holder in lieu of a
fractional share of post-reverse stock split Common Stock will
result in a taxable gain or loss to such U.S. Holder for U.S.
federal income tax purposes. The amount of the taxable gain or loss
to the U.S. Holder will be determined based upon the difference
between the amount of cash received by such U.S. Holder and the
amount of pre-reverse stock split basis allocable to the fractional
share. The gain or loss recognized will generally constitute
capital gain or loss and will constitute long-term capital gain or
loss if the U.S. Holder’s holding period is greater than one
year as of the effective date of the reverse stock split. Long-term
capital gains of non-corporate holders are, under certain
circumstances, taxed at lower rates than items of ordinary income.
There are limitations on the deductibility of capital losses under
the Code.
Holders
of shares of Company Common Stock who owned at least five percent
(by vote or value) of the total outstanding shares of Company
stock, or owned Company stock with a tax basis of $1 million or
more, are required to attach a statement to their tax returns for
the year in which the reverse stock split occurs that contains the
information set forth in Treasury Regulations Section 1.368-3(b),
including the fair market value and tax basis of the Company Common
Stock subject to the reverse stock split, as determined immediately
before the reverse stock split.
A
U.S. Holder may be subject to information reporting with respect to
the receipt of cash in lieu of a fractional share of post-reverse
stock split Common Stock. U.S. Holders who are subject to
information reporting and who do not provide a correct taxpayer
identification number and other required information (generally by
submitting a properly completed IRS Form W-9, or, if appropriate,
another withholding form) may also be subject to backup
withholding, currently at a rate of 28%, and may be subject to
additional penalties imposed by the Internal Revenue Service. Any
amount withheld under such rules is not an additional tax and may
be refunded or credited against your U.S. federal income tax
liability, provided that the required information is properly
furnished in a timely manner to the Internal Revenue
Service.
No Dissenters’ Rights
The
holders of shares of Common Stock will have no dissenters’
rights of appraisal under Delaware law, the Amended and Restated
Certificate of Incorporation or the Bylaws with respect to the
proposed Amendment to accomplish the reverse stock
split.
Required Vote
Approval
of the reverse stock split requires the affirmative vote of a
majority of our outstanding Common Stock entitled to vote at the
Annual Meeting.
The
Board of Directors recommends that our stockholders vote
“FOR” approval of the amendment to our Amended and
Restated Certificate of Incorporation.
REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The
Audit Committee consults with our Chief Operating Officer and Chief
Financial Officer and other key members of our management and with
our independent registered public accounting firm with regard to
their year-end audit plan, the results of its quarterly reviews
conducted in accordance with Public Company Accounting Oversight
Board (“PCAOB”) Interim Standard AU 722, the
auditor’s report of audit, and the accompanying management
letter, if any; and consults with our Chief Operating Officer and
Chief Financial Officer and other key members of our management and
with our independent registered public accounting firm with regard
to the adequacy of our internal accounting controls.
In
fulfilling its responsibilities, the Audit Committee selected
Marcum LLP (“Marcum”) as our independent registered
public accounting firm for purposes of auditing our financial
statements for the fiscal year ended December 31, 2016. The Audit
Committee has reviewed and discussed with management and Marcum our
audited financial statements; discussed with Marcum the matters
required to be discussed by PCAOB Auditing Standard No. 16
(Communications with Audit Committee); received the written
disclosures and the letter from Marcum required by applicable
requirements of the PCAOB regarding the independent registered
public accounting firm’s communications with the Audit
Committee concerning independence, and has discussed with Marcum
its independence from our Company.
Based
on the reviews and discussions with management and Marcum, the
Audit Committee recommended to the Board of Directors that our
audited consolidated financial statements be included in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2016,
and filed with the SEC.
The
Board of Directors evaluated the independence of each member of the
Audit Committee. As part of its evaluation, the Board of Directors
determined, in the exercise of its business judgment, that each of
Drs. Fiorino and Rowinsky, and Mr. Rice, is independent under
Section 803A of the NYSE MKT Company Guide and is financially
literate.
Based
upon its work and the information received in the inquiries
outlined above, the Audit Committee is satisfied that its
responsibilities under the charter for the period ended December
31, 2016, were met and that our financial reporting and audit
processes are functioning effectively.
Submitted
by the Audit Committee
of
the Board of Directors:
Y.
Michael Rice, Chairman
Anthony
S. Fiorino, M.D., Ph.D.
Eric
K. Rowinsky, M.D., Ph.D.
PROPOSAL NO. 5 – RATIFICATION OF THE INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Marcum
was engaged as the Company’s principal accountant on May 9,
2016, and has audited the Company’s financial statements for
the year ended December 31, 2016. The Audit Committee has selected
Marcum as the Company’s independent registered public
accounting firm for purposes of auditing our financial statements
for the current year ending December 31, 2017. Although not
required, the Board of Directors is submitting its selection to the
stockholders of the Company for ratification. The Board of
Directors will reconsider the appointment of Marcum if its
selection is not ratified by the stockholders. A representative of
Marcum is expected to be present at the Annual Meeting. The
representative will have an opportunity to make a statement if he
so desires and is expected to be available to respond to
appropriate questions of stockholders.
The
Board of Directors recommends that our stockholders vote
“FOR” ratification of the appointment of
Marcum.
Change in independent registered public accountants
As
reported in the Company’s Current Report on Form 8-K filed on
May 9, 2016, by letter dated May 3, 2016, the Company was informed
by its former independent registered public accounting firm, BDO
USA, LLP (“BDO”), that BDO was resigning as the
Company’s independent registered public accounting firm. BDO
did not provide any reason for its resignation. The Company’s
Board of Directors did not recommend or approve the
resignation.
The
audit reports of BDO on the Company’s financial statements as
of and for the years ended December 31, 2014 and December 31, 2015
did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the audit report for the year
ended December 31, 2015 contained a paragraph stating that the
Company did not maintain, in all material respects, effective
internal control over financial reporting as of December 31, 2015
based on the Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria).
During
the fiscal years ended December 31, 2014 and December 31, 2015,
there were (i) no disagreements with BDO on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of BDO, would have caused BDO to make
reference to the subject matter of the disagreement(s) in
connection with its audit reports on the financial statements for
such years, and (ii) no “reportable events” as that
term is defined in Item 304(a)(1)(v) of Regulation S-K, other than
the material weakness identified in BDO’s report for the year
ended December 31, 2015.
BDO
furnished the Company with a letter addressed to the SEC indicating
that it agrees with the foregoing statements insofar as they relate
to BDO. A copy of this letter was filed as Exhibit 16.1 to the
Company’s Current Report on Form 8-K filed on May 9,
2016.
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Audit Fees. The
aggregate fees billed and expected to be billed for professional
services rendered by Marcum LLP, primarily related to the audit of
the Company’s annual consolidated financial statements for
the 2016 fiscal year, the audit of the Company’s internal
control over financial reporting as of December 31, 2016, and the
reviews of the financial statements included in the Company’s
Quarterly Reports on Form 10-Q for the 2016 fiscal year were
$331,627 (including direct engagement expenses).
The
aggregate fees billed for professional services rendered by BDO,
primarily related to the audit of the Company’s annual
consolidated financial statements for the 2015 fiscal year, the
audit of the Company’s internal control over financial
reporting as of December 31, 2015, and the reviews of the financial
statements included in the Company’s Quarterly Reports on
Form 10-Q for the 2015 fiscal year were $259,915 (including direct
engagement expenses).
Audit-Related Fees.
No fees were billed by Marcum for audit-related services for the
2016 fiscal year. No fees were billed by BDO for audit-related
services for the 2015 fiscal year.
Tax Fees. No fees
were billed by Marcum for tax-related services for the 2016 fiscal
year. No fees were billed by BDO for tax-related services for the
2015 fiscal year.
All Other Fees. No
fees were billed by Marcum for services other than the audit,
audit-related and tax services for the 2016 fiscal year. No fees
were billed by BDO for services other than the audit, audit-related
and tax services for the 2015 fiscal year.
Pre-Approval Policy.
The Audit Committee is required to pre-approve all auditing
services and permitted non-audit services (including the fees and
terms thereof) to be performed for the Company by its independent
auditor or other registered public accounting firm, subject to the
de minimis exceptions for
permitted non-audit services described in Section 10A(i)(1)(B) of
the Exchange Act that are approved by the Audit Committee prior to
completion of the audit. The Audit Committee, through the function
of the Chairman, has given general pre-approval for 100% of
specified audit, audit-related, tax and other
services.
CODE OF BUSINESS CONDUCT AND ETHICS
We have
adopted a code of business conduct and ethics that applies to our
directors, officers and all employees. The code of business conduct
and ethics is posted on our website at www.navidea.com. The code of
business conduct and ethics may also be obtained free of charge by
writing to Navidea Biopharmaceuticals, Inc., Attn: Chief Financial
Officer, 5600 Blazer Parkway, Suite 200, Dublin, Ohio
43017.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We
adhere to our Code of Business Conduct and Ethics, which states
that no director, officer or employee of Navidea should have any
personal interest that is incompatible with the loyalty and
responsibility owed to our Company. We adopted a written policy
regarding related party transactions in December 2015. When
considering whether to enter into or ratify a related party
transaction, the Audit Committee considers a variety of factors
including, but not limited to, the nature and type of the proposed
transaction, the potential value of the proposed transaction, the
impact on the actual or perceived independence of the related party
and the potential value to the Company of entering into such a
transaction. All proposed transactions with a potential value of
greater than $120,000 must be approved or ratified by the Audit
Committee.
SEC
disclosure rules regarding transactions with related persons
require the Company to provide information about transactions with
directors and executive officers as a related persons, even though
they may not have been related persons at the time the Company
entered into the transactions described below.
Dr.
Michael Goldberg, our President and Chief Executive Officer,
previously managed a portfolio of funds for Platinum from May 2007
until December 2013. In 2011, he made an initial investment of $1.5
million in PPVA as a passive investor. Dr. Goldberg believes his
current investment balance is approximately $1.4 million after
giving effect to prior redemptions and reinvestments. Dr. Goldberg
was not a member of the management of any of the Platinum entities;
rather he solely had control over the trading activities of a
portfolio of health care investments from funds allocated to him
from the Platinum funds. Dr. Goldberg was responsible for all
investments made by Platinum in the Company and for the trading in
the Company’s securities up until he joined the
Company’s Board of Directors in November 2013, at which time
he relinquished all control over the trading of the Company’s
securities held by all of the Platinum entities. On December 13,
2013, Dr. Goldberg formally separated from Platinum and had no
further role in managing their health care portfolio. As part of
his separation from Platinum, Dr. Goldberg entered into a
settlement agreement, dated March 28, 2014, and amended on June 11,
2015, with PPVA pursuant to which Dr. Goldberg was entitled to
receive a beneficial ownership interest in 15% of (1) all
securities held by Platinum at the time of his separation from
Platinum which included, without limitation, warrants to purchase
the Company’s Common Stock, and (2) the drawn amounts from
the Platinum debt facility. In furtherance of the foregoing, on
October 17, 2016, Platinum transferred warrants to acquire an
aggregate of 5,411,850 shares of our Common Stock to Dr. Goldberg,
which warrants were exercised in full by Dr. Goldberg on January
17, 2017 resulting in gross proceeds to the Company of
$54,119.
In
connection with the closing of the sale of its assets used, held
for use, or intended to be used in operating its business of
developing, manufacturing and commercializing a product used for
lymphatic mapping, lymph node biopsy, and the diagnosis of
metastatic spread to lymph nodes for staging of cancer to Cardinal
Health 414, LLC (the “Asset Sale”), the Company repaid
to Platinum Partners Capital Opportunities Fund, L.P.
(“PPCO”) an aggregate of approximately $7.7 million in
partial satisfaction of the Company’s liabilities,
obligations and indebtedness under the Platinum Loan Agreement
between the Company and Platinum-Montaur (the “Platinum Loan
Agreement”), which, to the extent of such payment, were
transferred by Platinum-Montaur to PPCO. The Company was informed
by PPVA that it was the owner of the balance of the
Platinum-Montaur loan. Such balance of approximately $1.9 million
was due upon closing of the Asset Sale but withheld by the Company
and not paid to anyone as it is subject to competing claims of
ownership by both Dr. Michael Goldberg, the Company’s
President and Chief Executive Officer, and PPVA.
If Dr.
Goldberg is determined to be the owner of the remaining debt under
the Platinum Loan Agreement, he has agreed to not require repayment
by the Company of any debt transferred to him until the original
maturity date of September 30, 2021, and has agreed to release any
financial covenants and securitization requirements. Pursuant to a
settlement agreement, dated as of June 16, 2016, among the Company,
PPVA, Platinum-Montaur and others, Platinum agreed to forgive
interest owed on its credit facility with the Company in an amount
equal to 6%, effective July 1, 2016, making the effective annual
interest rate on the Platinum debt 8.125% as of December 31,
2016.
Jed A.
Latkin, our Chief Operating Officer and Chief Financial Officer,
was an independent consultant that served as a portfolio manager
from 2011 through 2015 for two entities, namely Precious Capital
and West Ventures, each of which were during that time owned and
controlled, respectively, by PPVA and PPCO. Mr. Latkin was party to
a consulting agreement with each of Precious Capital and West
Ventures pursuant to which, as of April 2015, an aggregate of
approximately $13 million was owed to him, which amount was never
paid and Mr. Latkin has no information as to the current value. Mr.
Latkin’s consulting agreements were terminated upon his
ceasing to be an independent consultant in April 2015 with such
entities. During his consultancy, Mr. Latkin was granted a .5%
ownership interest in each of Precious Capital and West Ventures,
however, to his knowledge he no longer owns such interests. In
addition, PPVA owes Mr. Latkin $350,000 for unpaid consulting fees
earned and expenses accrued in 2015 in respect of multiple
consulting roles with them. Except as set forth above, Mr. Latkin
has no other past or present affiliations with
Platinum.
Dr.
Eric Rowinsky, our current Chairman, was recommended for
appointment to the Company’s Board of Directors by Dr.
Goldberg at a time when Dr. Goldberg was affiliated with Platinum
and has, since that time, been elected by the Company’s
stockholders to continue to serve as an independent director. At no
time has Dr. Rowinsky been affiliated, or in any way related to,
any of the Platinum entities.
In
March 2015, Macrophage Therapeutics, Inc. (“MT”) entered into an
agreement to sell up to 50 shares of its Series A Convertible
Preferred Stock (“MT Preferred Stock”) and warrants to
purchase up to 1,500 common shares of MT (“MT Common
Stock”) to Platinum
and Dr. Michael Goldberg (collectively, the “MT
Investors”) for a purchase price of $50,000 per share of MT
Preferred Stock. On March 13, 2015, we announced that definitive
agreements with the MT Investors had been signed for the sale of
the first tranche of 10 shares of MT Preferred Stock and warrants
to purchase 300 shares of MT Common Stock to the MT Investors, with
gross proceeds to Macrophage Therapeutics of $500,000. Under the
agreement, 40% of the MT Preferred Stock and warrants are committed
to be purchased by Dr. Goldberg, and the balance by Platinum. The
full 50 shares of MT Preferred Stock and warrants to be sold under
the agreement are convertible into and exercisable for MT Common
Stock representing an aggregate 1% interest on a fully converted
and exercised basis.
In
addition, we entered into an exchange agreement with the MT
Investors providing them an option to exchange their MT Preferred
Stock for our Common Stock in the event that MT has not completed a
public offering with gross proceeds to MT of at least $50 million
by the second anniversary of the closing of the initial sale of MT
Preferred Stock, at an exchange rate per share obtained by dividing
$50,000 by the greater of (i) 80% of the twenty-day volume weighted
average price per share of our Common Stock on the second
anniversary of the initial closing or (ii) $3.00. To the extent
that the MT Investors do not timely exercise their exchange right,
we have the right to redeem their MT Preferred Stock for a price
equal to $58,320 per share. We also granted MT an exclusive license
for potential therapeutic applications of the Manocept
technology.
During
2016, the largest aggregate amount of principal outstanding under
the Platinum credit facility was $9.5 million, and as of April 30,
2017, the amount of principal outstanding was $1.9
million.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth, as of the Record Date, certain
information with respect to the beneficial ownership of shares of
our Common Stock by: (i) each person known to us to be the
beneficial owner of more than 5% of our outstanding shares of
Common Stock, (ii) each director or nominee for director of our
Company, (iii) each of the Named Executive Officers (see
“Executive Compensation – Summary Compensation
Table”), and (iv) our directors and executive officers as a
group.
Beneficial Owner
|
|
Number of Shares
Beneficially Owned (*)
|
|
Percent
of Class (**)
|
|
Frederick O. Cope, Ph.D.
|
|
1,013,853
|
|
(a)
|
—
|
|
(m)
|
Anthony S. Fiorino, M.D., Ph.D.
|
|
28,000
|
|
|
—
|
|
(m)
|
Michael M. Goldberg, M.D.
|
|
5,815,002
|
|
(b)
|
3.6
|
%
|
|
Ricardo J. Gonzalez
|
|
—
|
|
(c)
|
—
|
|
(m)
|
Mark I. Greene, M.D., Ph.D., FRCP
|
|
57,244
|
|
|
—
|
|
(m)
|
Thomas J. Klima
|
|
208,533
|
|
(d)
|
—
|
|
(m)
|
Brent L. Larson
|
|
979,619
|
|
(e)
|
—
|
|
(m)
|
Jed A. Latkin
|
|
65,000
|
|
(f)
|
—
|
|
(m)
|
William J. Regan
|
|
565,867
|
|
(g)
|
—
|
|
(m)
|
Y. Michael Rice
|
|
28,000
|
|
(h)
|
—
|
|
(m)
|
Eric K. Rowinsky, M.D.
|
|
315,210
|
|
(i)
|
—
|
|
(m)
|
All directors and executive officers as a group (8
persons)
|
|
7,888,176
|
|
(j)(n)
|
4.8
|
%
|
|
Cardinal Health, Inc.
|
|
10,000,000
|
|
(k)
|
6.2
|
%
|
|
Platinum-Montaur Life Sciences, LLC
|
|
16,173,644
|
|
(l)
|
9.9
|
%
|
|
(*)
Beneficial
ownership is determined in accordance with the rules of the SEC
which generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power and/or investment
power with respect to those securities. Unless otherwise indicated,
voting and investment power are exercised solely by the person
named above or shared with members of such person’s
household.
(**)
Percent of class is
calculated on the basis of the number of shares outstanding on May
15, 2017, plus the number of shares the person has the right to
acquire within 60 days of May 15, 2017.
(a)
This amount
includes 783,260 shares issuable upon exercise of options which are
exercisable within 60 days and 16,401 shares in Dr. Cope’s
account in Navidea Biopharmaceutical, Inc.’s 401(k) Plan (the
“401(k) Plan”), but it does not include 87,250 shares
issuable upon exercise of options which are not exercisable within
60 days.
(b)
This amount does
not include 5,000,000 shares issuable upon exercise of options
which are not exercisable within 60 days and are subject to
stockholder approval of the 2016 Plan. It also does not include any
Common Stock to be issued upon exercise of the conversion rights
related to the transfer to Dr. Goldberg of a 15% interest in the
Platinum loan agreement, as amended, pursuant to a Separation
Agreement dated March 28, 2014, and amended effective June 11,
2015, between Dr. Goldberg and Platinum.
(c)
Mr. Gonzalez
separated from the Company effective May 13, 2016. All of Mr.
Gonzalez’s stock options were forfeited as of the date of
separation.
(d)
Mr. Klima separated
from the Company effective March 8, 2017. This amount is based on
Mr. Klima’s most recent SEC ownership filings as well as the
Company’s best knowledge and belief. This amount includes
156,598 shares issuable upon exercise of options which are
exercisable within 60 days and 1,050 shares in Mr. Klima’s
account in the 401(k) Plan.
(e)
Mr. Larson
separated from the Company effective October 6, 2016. This amount
is based on Mr. Larson’s most recent SEC ownership filings as
well as the Company’s best knowledge and belief. This amount
includes 606,335 shares issuable upon exercise of options which are
exercisable within 60 days and 101,047 shares in Mr. Larson’s
account in the 401(k) Plan.
(f)
This amount
includes 65,000 shares issuable upon exercise of options which are
exercisable within 60 days, but does not include 1,000,000 shares
issuable upon exercise of options which are not exercisable within
60 days.
(g)
This amount
includes 448,905 shares issuable upon exercise of options which are
exercisable within 60 days and 7,807 shares in Mr. Regan’s
account in the 401(k) Plan, but it does not include 82,500 shares
issuable upon exercise of options which are not exercisable within
60 days.
(h)
This amount
includes 28,000 shares of unvested restricted stock which are
scheduled to vest within 60 days.
(i)
This amount
includes 73,764 shares issuable upon exercise of options which are
exercisable within 60 days.
(j)
This amount
includes 28,000 shares of unvested restricted stock which are
scheduled to vest within 60 days, 1,370,929 shares issuable upon
exercise of options which are exercisable within 60 days, and
24,208 shares held in the 401(k) Plan on behalf of certain
officers, but it does not include 6,169,750 shares issuable upon
the exercise of options which are not exercisable within 60 days.
The Company itself is the trustee of the 401(k) Plan and may, as
such, share investment power over Common Stock held in such plan.
The trustee disclaims any beneficial ownership of shares held by
the 401(k) Plan. The 401(k) Plan holds an aggregate total of
214,989 shares of Common Stock.
(k)
The number of
shares beneficially owned is based on a Schedule 13G filed by
Cardinal Health, Inc. with the SEC on March 13, 2017. This amount
includes 10,000,000 shares of Common Stock issuable upon exercise
of Series NN warrants at an exercise price of $2.50 per share. The
address of Cardinal Health, Inc. is 7000 Cardinal Place, Dublin, OH
43017.
(l)
The number of
shares beneficially owned is based on a Schedule 13D/A filed by
Platinum-Montaur (together with its affiliates,
“Platinum”) with the SEC on June 28, 2016. This amount
includes (i) 13,964,519 shares of our Common Stock, and (ii)
2,209,125 shares of Common Stock issuable upon exercise of Series
LL warrants (the “Series LL Warrants”) at an exercise
price of $0.01 per share. The Series LL Warrants provide that the
holder may not exercise any portion of the warrants to the extent
that such exercise would result in the holder and its affiliates
together beneficially owning more than 9.99% of the outstanding
shares of Common Stock, except on 61 days’ prior written
notice to Navidea that the holder waives such limitation (the
blocker). Accordingly, this amount excludes 2,156,155 shares of
Common Stock underlying the Series LL Warrants that are subject to
the blocker. The address of Platinum is 250 West 55th Street, 14th
Floor, New York, NY 10019.
(m)
Less than one
percent.
(n)
The address of all
directors and executive officers is c/o Navidea Biopharmaceuticals,
Inc., 5600 Blazer Parkway, Suite 200, Dublin, OH
43017.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section
16(a) of the Exchange Act requires our officers and directors, and
greater than 10% stockholders, to file reports of ownership and
changes in ownership of our securities with the SEC. Copies of the
reports are required by SEC regulation to be furnished to us. Based
on our review of these reports and written representations from
reporting persons, we believe that all reporting persons complied
with all filing requirements during the fiscal year ended December
31, 2016, except for: (1) Anthony S. Fiorino, M.D., Ph.D., Michael
M. Goldberg, M.D., Mark I. Greene, M.D., Ph.D., FRCP, Y. Michael
Rice, Eric K. Rowinsky, M.D., and Gordon A. Troup, who each had one
late Form 4 filing related to restricted stock issued as part of
the annual board retainer; (2) Anthony S. Fiorino, M.D., Ph.D. and
Mark I. Greene, M.D., Ph.D., FRCP each had one late Form 3 filing
related to their initial appointment to the Board of Directors; (3)
Eric K. Rowinsky, M.D. had one late Form 4 filing related to stock
issued in lieu of cash for payment of board retainers; and (4) Jed
A. Latkin had one late Form 4 filing related to stock options
issued in connection with his continued employment.
COST OF SOLICITATION OF PROXIES
We will
pay the cost of this solicitation. We may request persons holding
shares in their names for others to forward soliciting materials to
their principals to obtain authorization for the execution of
proxies, and we will reimburse such persons for their expenses in
so doing.
GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE
Stockholders may
find the following information on the Company’s website at
www.navidea.com.
●
Navidea’s
Code of Business Conduct and Ethics
●
Management and
Board of Director biographies
●
Information
regarding securities transactions by directors and
officers
●
Standing Committee
Charters for Audit Committee and Compensation and Nominating and
Governance Committee
STOCKHOLDER PROPOSALS
A
stockholder proposal intended for inclusion in the proxy statement
and form of proxy for the Annual Meeting of Stockholders of the
Company to be held in 2018 must be received by the Company before January 19, 2018, at its
executive offices, Attention: Corporate Secretary. Any stockholder
proposal submitted outside the processes of Rule 14a-8 under the
Exchange for presentation at our 2018 Annual Meeting will be
considered untimely for purposes of Rule 14a-4 and 14a-5 if notice
thereof is received by us after April 4, 2018.
A
stockholder who wishes to nominate a candidate for election to the
Board of Directors must follow the procedures set forth in Article
III, Section 2 of our Bylaws. A copy of these procedures is
available upon request from the Company at 5600 Blazer Parkway,
Suite 200, Dublin, OH 43017, Attention: Corporate Secretary. In
order for a stockholder to nominate a candidate for the Board of
Directors election at the 2018 Annual Meeting, notice of the
nomination must be delivered to the Company’s executive
offices, Attention: Corporate Secretary, before January 19, 2018.
OTHER BUSINESS
The
Board of Directors does not intend to present, and has no knowledge
that others will present, any other business at the Annual Meeting.
If, however, any other matters are properly brought before the
Annual Meeting, it is intended that the persons named in the
enclosed proxy will vote the shares represented thereby in
accordance with their best judgment.
WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION BY REFERENCE
The
Company files annual, quarterly and current reports, proxy
statements and other information with the SEC under the Exchange
Act. You may read and copy this information at, or obtain copies of
this information by mail from, the SEC’s Public Reference
Room, 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference room. The Company’s
filings with the SEC are also available to the public from
commercial document retrieval services and at the website
maintained by the SEC at www.sec.gov.
No
persons have been authorized to give any information or to make any
representations other than those contained in this proxy statement
and, if given or made, such information or representations must not
be relied upon as having been authorized by us or any other person.
This proxy statement is dated May 19, 2017. You should not assume
that the information contained in this proxy statement is accurate
as of any date other than that date, and the mailing of this proxy
statement to stockholders shall not create any implication to the
contrary.
YOUR
VOTE IS IMPORTANT. Whether or not you plan to attend the Annual
Meeting, please complete, sign and date the enclosed proxy card and
return it promptly in the envelope provided or vote through the
Internet or by telephone as described in the enclosed proxy
card.
Appendix A
FORM OF CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Navidea
Biopharmaceuticals, Inc., a corporation duly organized and existing
under the General Corporation Law of the State of Delaware (the
“Corporation”), does hereby certify that:
FIRST: Effective
upon the effective time of this Certificate of Amendment of Amended
and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware (the “Split Effective
Time”), the shares of Common Stock issued and outstanding
immediately prior to the Split Effective Time and the shares of
Common Stock issued and held in the treasury of the Corporation
immediately prior to the Split Effective Time are reclassified into
a smaller number of shares such that each twenty shares of Common
Stock immediately prior to the Split Effective Time shall be
automatically reclassified into one share of Common Stock.
Notwithstanding the immediately preceding sentence, no fractional
shares shall be issued in the reclassification and, in lieu thereof
any person who would otherwise be entitled to a fractional share of
Common Stock as a result of the reclassification, following the
Split Effective Time, shall be entitled to receive a cash payment
equal to the fair value thereof. Each stock certificate that,
immediately prior to the Split Effective Time, represented shares
of Common Stock that were issued and outstanding immediately prior
to the Split Effective Time shall, from and after the Split
Effective Time, automatically and without the necessity of
presenting the same for exchange, represent that number of whole
shares of Common Stock into which the shares of Common Stock
formerly represented by such certificate shall have been
reclassified (as well as the right to receive cash in lieu of
fractional shares of Common Stock after the Split Effective
Time).
SECOND: Section 4.1 of ARTICLE FOUR of the Amended and
Restated Certificate of Incorporation of the Corporation is hereby
amended and restated to read in its entirety as
follows:
“4.1
Authorized Shares. The total number of shares of capital stock
which the Corporation has authority to issue is 15,250,000 shares,
consisting of:
(a)
15,000,000
shares of Common Stock, par value $.001 per share (the
“Common Stock”);
(b)
250,000
shares of Preferred Stock, par value $.001 per share (the
“Preferred Stock”).”
THIRD:
This Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the Corporation was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS
WHEREOF, the undersigned has
caused this Certificate of Amendment to be duly executed this
_______ day of ________________, 2017.
|
|
|
NAVIDA
BIOPHARMACEUTICALS, INC.
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
Title:
|
NAVIDEA BIOPHARMACEUTICALS, INC.
Annual Meeting of Stockholders
June 29, 2017, 9:00 AM
This proxy is solicited by the Board of Directors
The
undersigned hereby appoints Michael M. Goldberg, M.D. and Jed A.
Latkin, and each of them, severally, with full power of
substitution, as proxies for the undersigned, and hereby authorizes
them to represent and to vote, as designated below, all of the
shares of Common Stock, par value $0.001 per share, of Navidea
Biopharmaceuticals, Inc. held of record by the undersigned on May
15, 2017, at a Annual Meeting of Stockholders to be held on June
29, 2017, or any adjournment thereof, with all the power the
undersigned would possess if present in person.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting of
Stockholders or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS
ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
TO THE BOARD OF DIRECTORS (PROPOSAL 1), FOR PROPOSALS 2, 4, AND 5, 3 YEARS ON PROPOSAL 3,
AND IN THE DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
Continued
and to be signed on reverse side
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The
Board of Directors recommends you vote FOR the following:
1.
Election of
Directors:
Nominees
01
|
Michael M. Goldberg, M.D.
|
02
|
Mark I. Greene, M.D., Ph.D.,
FRCP
|
FOR all the nominees listed above (except as marked to
the contrary)
WITHHOLD AUTHORITY to vote for all nominees listed
above.
The
undersigned may withhold authority to vote for any nominee by
lining through or otherwise striking out the name of any
nominee.
The
Board of Directors recommends you vote FOR proposals 2, 4, and 5, and
3 YEARS on proposal
3.
2.
To approve, on an
advisory non-binding basis, the compensation of the Company’s
named executive officers.
3.
To approve, on an
advisory non-binding basis, the frequency of voting on the
compensation of the Company’s named executive
officers.
3 YEARS
|
2 YEARS
|
1 YEAR
|
ABSTAIN
|
4.
To
approve a potential amendment to the Company’s amended and
restated certificate of incorporation to effect a one-for-twenty
reverse stock split.
5.
To ratify the
appointment of Marcum LLP as our independent registered public
accounting firm for 2017.
NOTE:
To transact such other business as may properly come before the
meeting or any adjournment thereof.
Please
sign exactly as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, or other fiduciary, please give
full title as such. Joint owners should each sign personally. All
holders must sign. If a corporation or partnership, please sign in
full corporate or partnership name by authorized
officer.
|
|
|
Signature
|
|
Date
|
|
|
|
|
|
|
Signature (Joint Owners)
|
|
Date
|
|
|
|