SEC Filings

S-1/A
AVEXIS, INC. filed this Form S-1/A on 02/01/2016
Entire Document
 

Table of Contents


EXECUTIVE COMPENSATION

          This section discusses the material elements of our executive compensation policies for our "named executive officers" and the most important factors relevant to an analysis of these policies. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our executive officers named in the "Summary Compensation Table" below, or our "named executive officers," and is intended to place in perspective the data presented in the following tables and the corresponding narrative.

Summary Compensation Table

          The following table sets forth information regarding compensation earned by our former President and Chief Executive Officer, our current President and Chief Executive Officer, our Senior Vice President and Chief Medical Officer and our Chief Financial Officer during the years ended December 31, 2014 and 2015. We refer to these individuals as our named executive officers.

NAME AND PRINCIPAL POSITION
 
YEAR
 
SALARY
($)
 
BONUS
($)
 
STOCK
AWARDS
($)(1)
 
OPTION
AWARDS
($)(1)
 
NON-EQUITY
INCENTIVE
PLAN
COMPENSATION
($)(2)
 
ALL OTHER
COMPENSATION
($)
 
TOTAL
($)
 

Sean P. Nolan

    2015     223,077 (3)           8,035,700     180,000         8,438,777  

Current President and Chief Executive Officer

    2014                              

John A. Carbona(4)

   
2015
   
88,354
   
   
   
167,684

(5)
 
   
535,000

(6)
 
791,038
 

Former President and Chief Executive Officer

    2014     243,654         787,637 (7)   66,617 (8)           1,097,908  

Sukumar Nagendran

   
2015
   
113,943

(9)
 
233,000(10)
   
   
2,656,054
   
   
12,483

(11)
 
3,015,480
 

Senior Vice President and Chief Medical Officer

    2014                              

Thomas J. Dee

   
2015
   
141,346

(12)
 
   
   
2,148,234
   
88,000
   
   
2,377,580
 

Chief Financial Officer

    2014                              

(1)
Reflects the aggregate grant date fair value of stock and option awards granted during 2014 and 2015 calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation — Stock Compensation (ASC 718). See Note 12 to our consolidated financial statements appearing at the end of this prospectus regarding assumptions underlying the valuation of equity awards.

(2)
Messrs. Nolan and Dee were entitled to bonuses, pro-rated for days of service in 2015, calculated as a target percentage of their annual base salary based upon our board of directors' assessment of their performance and our company's attainment of targeted goals as set by the board of directors in their sole discretion.

(3)
Mr. Nolan's employment commenced with us on June 8, 2015. The 2015 salary reported reflects the pro rata portion of Mr. Nolan's annual salary of $400,000 earned during 2015 from commencement of his employment through December 31, 2015.

(4)
Mr. Carbona ceased serving as our President and Chief Executive Officer on April 22, 2015.

(5)
The amount reported for Mr. Carbona in this column represents one-third of the incremental fair value of the modification of Mr. Carbona's stock option awards, computed under ASC 718 as of the April 22, 2015 modification date. As described in more detail in "— Payments upon Termination or Change in Control" below, we agreed to fully accelerate the vesting of 53,820 unvested stock options held by Mr. Carbona at the time of the termination of his employment. As described below under "— Equity-Based Awards — Stock Purchase and Option Agreement," under the Stock Purchase and Option Agreement, JDH Investment and West Summit each had the right to purchase one-third of any shares acquired in the future by Mr. Carbona under these stock options, and accordingly, the amount reported in this column represents one-third of the incremental fair value of the modification of the portion of Mr. Carbona's stock option awards, as computed in accordance with ASC 718 as of the modification date on April 22, 2015. We determined that the acceleration of vesting was a Type III modification pursuant to ASC 718. Therefore, we recognized the amount immediately since the awards did not require further service.

(6)
As of April 22, 2015, Mr. Carbona's employment with the company terminated. In connection with the termination of his employment, we entered into a Severance Benefits Agreement, or severance agreement, with Mr. Carbona. Pursuant to the severance agreement, we agreed to pay Mr. Carbona $535,000, consisting of a $500,000 severance benefit and an additional $35,000 representing the value of accrued and unused vacation and 30 days of base salary. This additional $35,000 payment was paid to Mr. Carbona in a lump sum on May 6, 2015, in accordance with the severance agreement. The $500,000 severance benefit was to be paid in cash over a twelve month period in equal installments, subject to potential acceleration if Mr. Carbona resigned or was removed from his service on the board of directors.

As of June 16, 2015, Mr. Carbona ceased to be a member of the board of directors. Pursuant to the terms of the severance agreement, 50% of the then unpaid portion of the $500,000 severance due to Mr. Carbona was paid to Mr. Carbona in a lump sum

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