PALO
ALTO, Calif., Sept. 1,
2021 /PRNewswire/ -- Kodiak Sciences Inc.
(Nasdaq: KOD), a biopharmaceutical company committed to
researching, developing and commercializing transformative
therapeutics to treat high-prevalence retinal diseases, today
announced new seven-year performance stock option awards under a
Long-Term Performance Incentive Plan (LTPIP) for named executive
officers (NEOs) as well as other eligible Kodiak employees, subject
to stockholder approval of the LTPIP at a special meeting expected
to be held in October.
Long-term Performance Incentive Plan
Details
Kodiak NEOs and eligible employees were provided an
opportunity to "buy-in" to the LTPIP via a one-time election and
agree to forgo up to 75% of their annual equity incentive awards
for the next seven years and instead receive a one-time grant of
performance-based stock options that can potentially provide 3
times more value than the forgone annual equity incentive
compensation. The performance-based stock options granted through
the LTPIP can be earned in seven tranches that are only earned if
certain performance milestones are met.
Stock Price Milestones: To meet the first
stock price milestone, Kodiak's stock price must increase to
$200 per share. For each of the
remaining six milestones, Kodiak's stock price must continue to
increase in additional $100
increments. For participants to fully earn the award, Kodiak's
stock price must increase to $800 per
share (equal to a market capitalization of approximately
$50 billion). By design, below
$400 per share, Kodiak estimates that
LTPIP participants are economically "worse-off" compared to
continued participation in annual equity incentive awards. The
stock price milestones are only met if Kodiak's share price trades
above the indicated price for 90 consecutive trading
days.
Operational Milestones: FDA approval of
KSI-301 in wet AMD, DME and RVO and achievement of fiscal year
sales of more than $2.5 billion
provide additional milestones within the LTPIP program. A maximum
of 35% of the grant can be earned by achieving these operational
milestones, but only to the extent that amount has not yet been
earned through stock appreciation.
Earned portions of the awards begin vesting once the
performance milestone is achieved and then vest through the
remainder of the seven-year period in equal monthly increments,
ensuring a true long-term incentive program.
Employee Participation
Senior leadership, representing Senior Vice Presidents and
above, all elected to opt-in to the program and agreed to forgo at
least 50% of their annual equity incentive awards for the next
seven years.
To gain even wider alignment within the company,
performance-based stock options with the same terms as the LTPIP
were also granted to management below vice president. These awards
were granted from the existing share reserve under the Kodiak
Sciences Inc. 2018 Equity Incentive Plan (the "2018 Plan") and not
pursuant to the LTPIP. However, these awards are also contingent on
approval of the LTPIP by the Company's stockholders.
Of eligible employees across the company, 90% chose to
opt-in and forgo a portion of their annual equity incentive award
compensation in favor of receiving a performance-based stock option
under the LTPIP or 2018 Plan, as applicable.
The Board of Directors believes this level of
participation signals the conviction Kodiak employees have for the
dual objectives of mission and value creation. The seven-year
vesting schedule also is expected to aid in ensuring continuity of
leadership across the company as it seeks to deliver on ambitious
clinical, manufacturing, pipeline and commercial goals.
Upcoming Stockholder Vote
The LTPIP was created by Kodiak's Board of Directors after
careful discussion and analysis and in consultation with outside
compensation advisors. Although the Board granted awards to Kodiak
employees, the awards are conditional upon the approval of the
LTPIP by Kodiak's stockholders, who will be asked to approve it at
a special stockholder meeting that is expected to be held in
October.
The awards will only become effective if a majority of the
votes cast are in favor of the proposal, excluding votes by
participants. Kodiak has posted on its website a preliminary proxy
statement providing complete details of the awards, and Kodiak will
be filing that with the SEC today.
Additional Information
Kodiak Sciences Inc. plans to file with the Securities and
Exchange Commission (the SEC) and furnish to its stockholders a
proxy statement in connection with the proposed LTPIP. The proxy
statement will contain important information about the proposed
LTPIP and related matters. Kodiak stockholders are urged to read
these materials and any other relevant documents that Kodiak will
file with the SEC when they become available. Stockholders can
obtain free copies of these documents and other documents filed
with the SEC by Kodiak through the website maintained by the SEC
at www.sec.gov . In
addition, stockholders can obtain free copies of these documents
from Kodiak by contacting Kodiak Investor Relations by e-mail
at ir@kodiak.com , or by
going to Kodiak's Investor Relations page on its website at
ir.kodiak.com.
Participants in the Solicitation
The directors and executive officers of Kodiak may be
deemed to be participants in the solicitation of proxies from
Kodiak stockholders in connection with the proposed LTPIP.
Information regarding the interests of participants in the
solicitation of proxies in respect of the special stockholder
meeting will be included in Kodiak's proxy statement to be filed
with the SEC.
About Kodiak Sciences Inc.
Kodiak
(Nasdaq: KOD) is a biopharmaceutical company committed to
researching, developing and commercializing transformative
therapeutics to treat high prevalence retinal diseases. Our
ambition is to become a significant incumbent retinal development
and commercialization franchise on a global basis.
Founded in 2009, we are focused on bringing new science to
the design and manufacture of next generation retinal medicines to
prevent and treat the leading causes of blindness globally. Our ABC
Platform uses molecular engineering to merge the fields of
antibody-based and chemistry-based therapies and is at the core of
Kodiak's discovery engine. Kodiak's lead product candidate,
KSI-301, is a novel anti-VEGF antibody biopolymer conjugate being
developed for the treatment of retinal vascular and exudative
diseases, including the leading causes of blindness in elderly and
working-age patients in the developed world. The KSI-301 clinical
program is designed to assess KSI-301's durability, efficacy and
safety in wet age-related macular degeneration, diabetic macular
edema and retinal vein occlusion. These pivotal studies are
anticipated to form the basis of Kodiak's initial BLA to support
potential approval and commercialization in multiple diseases, with
a full range of labeled and reimbursable dosing frequencies in
each. An additional Phase 3 study with the important goal of
preventing sight-threatening diabetic eye disease complications in
patients with non-proliferative diabetic retinopathy is now
enrolling and anticipated to be submitted in a supplemental BLA.
The global KSI-301 clinical program is being conducted at over 150
study sites in more than ten countries. Kodiak is developing
KSI-301 and owns global rights to KSI-301.
Kodiak is also investing in its pipeline and advancing its
ABC Platform towards a medicine that may improve outcomes for
patients with a suboptimal anti-VEGF response, a group as large as
30% of treated patients, with its bispecific conjugate KSI-501. And
beyond today's anti-VEGF market, Kodiak's new triplet medicines are
being designed on its ABC Platform to combine large- and
small-molecule therapeutics in an effort to bring new capabilities
to treat the retina in even higher prevalence multifactorial
diseases such as dry AMD and glaucoma.
Kodiak is based in Palo Alto,
California. For more information, please visit
www.kodiak.com.
Forward-Looking Statements
This
release contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
not based on historical fact and include statements regarding the
design and expected benefits of the LTPIP, possible future market
prices and market capitalization levels for Kodiak common stock,
compensation achievable under the LTPIP and comparisons of that
compensation to what might be obtained through expected annual
equity awards. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as "may,"
"will," "should," "would," "could," "expect," "plan," "believe,"
"intend," "pursue," and other similar expressions among others. Any
forward-looking statements are based on management's current
expectations of future events and are subject to a number of risks
and uncertainties that could cause actual results to differ
materially and adversely from those set forth in or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to, the risk that the LTPIP may not provide the
benefits expected, and as well as the other risks identified in our
filings with the Securities and Exchange Commission. For a
discussion of other risks and uncertainties, and other important
factors, any of which could cause our actual results to differ from
those contained in the forward-looking statements, see the section
entitled "Risk Factors" in our most recent Form 10-Q, as well as
discussions of potential risks, uncertainties, and other important
factors in our subsequent filings with the Securities and Exchange
Commission. These forward-looking statements speak only as of the
date hereof and Kodiak undertakes no obligation to update
forward-looking statements, and readers are cautioned not to place
undue reliance on such forward-looking statements.
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SOURCE Kodiak Sciences Inc.