|AVEXIS, INC. filed this Form S-1/A on 02/01/2016|
Table of Contents
30 days from the termination of his service on the board of directors and the other 50% due to Mr. Carbona was to be paid in equal installments over six months from such date. Of
the $535,000 due under the severance agreement, $381,154 was paid as of December 31, 2015.
amount reported includes $594,088, which is the aggregate grant date fair value, as computed in accordance with ASC 718 of an aggregate of 392,287
shares of common stock sold to Mr. Carbona on January 30, 2014 by JDH Investment and West Summit for nominal consideration pursuant to the Stock Purchase and Option Agreement described
in more detail in " Equity-Based Awards Stock Purchase and Option Agreement" below. The grant date fair value was determined based on the difference between
the estimated fair value of the stock on the date of the sale and Mr. Carbona's purchase price. A description of the assumptions used in the calculation of the grant date fair value under ASC
718, including the board's estimate of the fair value of our common stock as of January 30, 2014, is set forth in Note 12 to our consolidated financial statements included in this
addition, the amount reported includes $193,549, which is the incremental fair value of the modification to Mr. Carbona's common stock
awards, computed under ASC 718 as of the January 2014 modification date. As described in more detail in " Equity-Based Awards Exchange Agreement" below, on
January 30, 2014, we entered into an exchange agreement with Mr. Carbona under which Mr. Carbona exchanged 202,347 common shares held by him for 202,347 Class B-1 preferred
shares. There was no additional consideration paid by Mr. Carbona in connection with such exchange. Under ASC 718, this exchange was accounted for as a modification of previously issued common
stock awards made to Mr. Carbona. The incremental fair value reported in this column represents the estimated difference in the fair value of the shares issued to Mr. Carbona in
comparison to the estimated fair value of the shares surrendered in the exchange. We estimate that, as of date of the exchange agreement, the fair value of the Class B-1 preferred shares issued
in the exchange was $2.47 per share, compared to an estimated $1.51 per share of the common shares surrendered in the exchange. A description of the board's estimate of the fair value of our common
stock and Class B-1 preferred shares as of January 30, 2014 is set forth in Note 12 to our consolidated financial statements included in this prospectus.
amount reported represents the aggregate grant date fair value, as computed in accordance with ASC 718, of the stock options granted to
Mr. Carbona in June 2014. 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 aggregate grant date fair value of the stock options granted to Mr. Carbona during the year ended December 31, 2014, as computed in
accordance with ASC 718. Because the options vest in part, upon performance conditions, the grant date fair value is calculated based on the probable outcome of such performance conditions, as
determined under ASC 718. The grant date fair value of the award, assuming maximum outcome of the performance conditions, would be $99,537. The assumptions used in calculating the aggregate grant date
fair value of the stock options reported in this column are set forth in Note 2 to our consolidated financial statements included in this prospectus. The amount reported in this column reflects
the accounting value as required under SEC rules for these stock options, and does not correspond to the actual economic value that may be received by Mr. Carbona from the stock options.
- Dr. Nagendran's
employment commenced with us on September 14, 2015. The 2015 salary reported reflects the pro rata portion of
Dr. Nagendran's annual salary of $395,000 earned during 2015 from commencement of his employment through December 31, 2015.
a one-time cash sign-on bonus of $75,000 and a guaranteed bonus of 40% of his base salary earned pursuant to his employment agreement, which is
described further under "Employment AgreementsDr. Nagendran."
a monthly allowance of $3,500 to offset Dr. Nagendran's cost of housing and ground transportation in connection with his relocation to
- Mr. Dee's
employment commenced with us on August 3, 2015. The 2015 salary reported reflects the pro rata portion of Mr. Dee's annual
salary of $350,000 earned during 2015 from commencement of his employment through December 31, 2015.
Narrative to Summary Compensation Table
We review compensation annually for all employees, including our executive officers. In setting executive base salaries and bonuses
and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our
expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company.
We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.
compensation committee of our board of directors has historically determined our executives' compensation. Our compensation committee typically reviews and discusses management's
proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the compensation committee then
approves the compensation of each executive officer after discussions without members of management present.
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