☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a‑12
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☒
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No fee required.
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☐
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Fee paid previously with preliminary materials.
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☐
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Fee computed on tablein exhibit required by Item 23(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Sincerely,
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Carrie L. Bourdow
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President and Chief Executive Officer
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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
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Date and Time:
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Thursday, June 13, 2024 at 8:30 a.m. Eastern Time
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Place:
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The Annual Meeting will be held virtually at the following website: http://www.virtualshareholdermeeting.com/TRVN2024, and can be accessed by entering the 16-digit control number included on the proxy card mailed to you.
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Items of Business:
|
Proposal 1: Election of the three director nominees named in the proxy statement for terms expiring at the 2027 Annual Meeting of Stockholders.
Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 3: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
Proposal 4: Approval of an amendment to the Trevena, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), to increase the number of shares of common stock available for issuance under the
2023 Plan.
Proposal 5: Approval of an amendment to our Amended and Restated Certificate of Incorporation (as amended, the “Restated Certificate”) to effect a reverse
stock split of our outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-25 (the “Reverse Stock Split”), at any time prior to August 28, 2024, with the exact ratio to be set within that range at the
discretion of our Board of Directors, without further approval or authorization of our stockholders.
Proposal 6: Approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are
insufficient votes to approve Proposal 4 or Proposal 5.
Consideration of any other business properly brought before the Annual Meeting or any adjournments thereof.
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Record Date:
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April 19, 2024. Only Trevena stockholders of record at the close of business on the record date are entitled to receive this notice and vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting.
A list of stockholders of the Company entitled to vote at the Annual Meeting will be available for inspection by any stockholder of record upon request during the 10-day period immediately prior to the date of the Annual Meeting. The
list will be available during the Annual Meeting for inspection by stockholders of record for any legally valid purpose related to the Annual Meeting at http://www.virtualshareholdermeeting.com/TRVN2024.
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Proxy Voting:
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Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the Internet, or, if you received a proxy card or instruction form, by completing, dating, signing and returning
it by mail. For instructions on voting, please see Questions and Answers about the Annual Meeting and Voting beginning on page 2.
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April 29, 2024 |
By order of the Board of Directors, | |
Joel Solomon
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||
Corporate Secretary
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EACH STOCKHOLDER IS URGED TO VOTE BY COMPLETING, SIGNING AND RETURNING
THE PROXY CARD IN THE ENVELOPE PROVIDED OR BY VOTING VIA THE INTERNET OR BY TELEPHONE, IN EACH CASE IN THE MANNER DESCRIBED IN THE NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS. IF A STOCKHOLDER DECIDES TO VIRTUALLY ATTEND THE ANNUAL MEETING, HE OR SHE MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE THE SHARES OVER THE INTERNET DURING THE ANNUAL MEETING. |
•
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Date and time of the 2024 Annual Meeting of Stockholders (the “Annual Meeting”);
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•
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How to access the virtual Annual Meeting;
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•
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How to vote via the internet during the Annual Meeting if you have not voted prior to the meeting;
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•
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An identification of each separate matter to be acted on at the Annual Meeting; and
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•
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The recommendations of our Board of Directors regarding those matters.
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TABLE OF CONTENTS
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INFORMATION ABOUT THE 2024 ANNUAL MEETING
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1
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Questions and Answers About the Proxy Materials
|
1
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Questions and Answers About the Annual Meeting and Voting
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2
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CORPORATE GOVERNANCE
|
7
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Governance Policies and Practices
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7
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Role of the Board and Leadership Structure
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8
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Other Board Practices
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9
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Board Meetings and Committees
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11
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Director Independence
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13
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Code of Ethics
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14
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Certain Transactions
|
14
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PROPOSAL 1. ELECTION OF DIRECTORS
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16
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Process for Selecting and Nominating Directors
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16
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Class II Directors Nominated by the Board of Directors For Election at 2024 Annual Meeting
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18
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Class III Directors Who Will Continue in Office Until the 2025 Annual Meeting
|
20
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Class I Directors Who Will Continue in Office Until the 2026 Annual Meeting
|
21 |
NON-EMPLOYEE DIRECTOR COMPENSATION
|
23
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Overview
|
23
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Director Compensation Program
|
23
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Director Compensation Table for 2023
|
24
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PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
25
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REPORT OF THE AUDIT COMMITTEE
|
27
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PROPOSAL 3. APPROVAL ON A NON-BINDING ADVISORY BASIS OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY ON PAY”)
|
28
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PROPOSAL 4. APPROVAL OF AN AMEDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN (THE “2023 PLAN”) TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 2023 PLAN
|
30
|
PROPOSAL 5. APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (AS AMENDED, THE “RESTATED
CERTIFICATE”) TO EFFECT A REVERSE STOCK SPLIT OF OUR OUTSTANDING SHARES OF COMMON STOCK BY A RATIO OF ANY WHOLE NUMBER BETWEEN 1-FOR-2 AND 1-FOR-25 (THE “REVERSE STOCK SPLIT”), AT ANY TIME PRIOR TO AUGUST 28, 2024, WITH THE EXACT RATIO TO
BE SET WITHIN THAT RANGE AT THE DISCRETION OF OUR BOARD OF DIRECTORS, WITHOUT FURTHER APPROVAL OR AUTHORIZATION OF OUR STOCKHOLDERS.
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38
|
PROPOSAL 6. APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO
SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO ADOPT PROPOSAL 4 OR PROPOSAL 5.
|
46
|
TABLE OF CONTENTS (CONTINUED)
|
EXECUTIVE COMPENSATION
|
47
|
Overview
|
47
|
2023 Summary Compensation Table
|
51
|
Narrative to 2023 Summary Compensation Table
|
52
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Outstanding Equity Awards at Year-End 2023
|
57
|
Executive Officer Agreements
|
59
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OWNERSHIP OF TREVENA COMMON STOCK
|
64
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Security Ownership of Certain Beneficial Owners, Directors and Executive Officers
|
64
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2025 ANNUAL MEETING AND RELATED MATTERS
|
65
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INFORMATION ABOUT THE 2024 ANNUAL MEETING
|
• |
vote your shares after you have viewed the proxy materials; and
|
• |
select a future delivery preference of paper or electronic copies of the proxy materials.
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We encourage you to take advantage of the availability of the proxy materials electronically to help reduce the environmental impact of the Annual Meeting.
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INFORMATION ABOUT THE 2024 ANNUAL MEETING (CONTINUED)
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Proposal
|
Description
|
Board’s Vote Recommendation
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Page
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|
1
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Election of the three director nominees named in this proxy statement for terms expiring at the 2027 Annual Meeting of Stockholders
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Vote FOR each of the nominees
|
16
|
|
2
|
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024
|
Vote FOR
|
25
|
|
3
|
Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers
|
Vote FOR
|
28
|
|
4
|
Approval of an amendment to the Trevena, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), to increase the number of shares of common stock available for issuance under the 2023 Plan
|
Vote FOR
|
30
|
|
5
|
Approval of an amendment to our Amended and Restated Certificate of Incorporation (as amended, the “Restated Certificate”) to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between
1-for-2 and 1-for-25 (the “Reverse Stock Split”), at any time prior to August 28, 2024, with the exact ratio to be set within that range at the discretion of our Board of Directors, without further approval or authorization of our
stockholders
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Vote FOR
|
38
|
|
6
|
Approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal 4 or Proposal 5
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Vote FOR
|
46
|
INFORMATION ABOUT THE 2024 ANNUAL MEETING (CONTINUED)
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Proposal
Number
|
Summary Description
|
Vote Required for
Approval
|
Effect of
Abstentions
|
Effect of Broker Non-
Votes
|
||
1
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Election of directors
|
Plurality of shares present and entitled to vote
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No effect
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Not voted/No effect
|
||
2
|
Ratification of the appointment of independent registered public accounting firm
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Majority of shares present and entitled to vote
|
Counted “against”
|
Shares may be voted by brokers in their discretion, but any non-votes have no effect
|
||
3
|
Approval, on a non-binding advisory basis, of the compensation of Company’s named executive officers
|
Non-binding advisory vote of majority of shares present and entitled to vote
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Counted “against”
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Not voted/No effect
|
||
4
|
Approval of an amendment to the Trevena, Inc. 2023 Equity Incentive Plan (the “2023 Plan”), to increase the number of shares of common stock available for issuance under the 2023 Plan
|
Majority of shares present and entitled to vote
|
Counted “against”
|
Not voted/No effect
|
||
5
|
Approval of an amendment to our Amended and Restated Certificate of Incorporation (as amended, the “Restated Certificate”) to effect a reverse stock split of our outstanding shares of common stock by a ratio of any whole number between
1-for-2 and 1-for-25 (the “Reverse Stock Split”), at any time prior to August 28, 2024, with the exact ratio to be set within that range at the discretion of our Board of Directors, without further approval or authorization of our
stockholders
|
Majority of shares outstanding and entitled to vote
|
Counted “against”
|
Shares may be voted by brokers in their discretion, and any non-votes will have the effect of a vote counted “against” the proposal
|
||
6
|
Approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 4 or Proposal 5
|
Majority of shares present and entitled to vote
|
Counted “against”
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Not voted/No effect
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INFORMATION ABOUT THE 2024 ANNUAL MEETING (CONTINUED)
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•
|
Over the Internet (before the Annual Meeting). Vote at www.proxyvote.com. The Internet voting
system is available 24 hours a day until 11:59 p.m. Eastern Time on Wednesday, June 12, 2024. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.
|
•
|
By telephone. Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until
11:59 p.m. Eastern Time on Wednesday, June 12, 2024. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.
|
•
|
By mail. If you received a proxy card, mark your voting instructions on the card and sign, date and
return it in the postage-paid envelope provided. If you received only a notice of Internet availability but want to vote by mail, the notice includes instructions on how to request a paper proxy card. For your mailed proxy card to be
counted, we must receive it before 8:30 a.m. Eastern Time on Thursday, June 13, 2024.
|
•
|
Over the Internet (during the Annual Meeting). Attend, or have your personal representative with a valid
legal proxy attend, the virtual Annual Meeting by logging in to http://www.virtualshareholdermeeting.com/TRVN2024 on June 13, 2024, using the 16-digit control number included on the proxy card that was mailed to you.
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INFORMATION ABOUT THE 2024 ANNUAL MEETING (CONTINUED)
|
•
|
Enter new instructions by telephone or Internet voting before 11:59 p.m. Eastern Time on Wednesday, June 12, 2024;
|
•
|
Send a new proxy card with a later date than the card submitted earlier. We must receive your new proxy card before 8:30 a.m. Eastern Time on Thursday, June 13, 2024;
|
•
|
Write to the Corporate Secretary at the address listed on page 66. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if
applicable, and your signature. Your letter must be received by the Corporate Secretary before 8:30 a.m. Eastern Time on Thursday, June 13, 2024; or
|
•
|
Vote over the internet during the Annual Meeting (or have a personal representative with a valid proxy vote). Note that simply attending the Annual Meeting without voting will not, by itself, revoke your proxy.
|
•
|
Submit new voting instructions in the manner provided by your bank, broker or other custodian; or
|
•
|
Contact your bank, broker or other custodian to request a proxy to vote over the internet during the Annual Meeting.
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INFORMATION ABOUT THE 2024 ANNUAL MEETING (CONTINUED)
|
IMPORTANT INFORMATION IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING
You must be able to show that you owned Trevena common stock on the record date, April 19, 2024, in order to gain admission to the Annual Meeting. When you log in to http://www.virtualshareholdermeeting.com/TRVN2024, you will be required to enter the 16-digit control number contained on your proxy card that evidences that you are a stockholder of record. Registration for the Annual Meeting will begin at 8:15 a.m.
Eastern Time on June 13, 2024.
|
CORPORATE GOVERNANCE
|
BOARD STRUCTURE AND PROCESS
|
OVERSIGHT OF EXECUTIVE COMPENSATION | |
✔ 7 Directors on Board
✔ 6 Independent Directors (86%)
✔ Classified Board Divided into Three Classes
✔ Diverse Board as to Composition, Skills and Experience
✔ Lead Independent Director of the Board
✔ Independent Audit, Compensation, and Nominating and
Corporate Governance Committees ✔ Annual Self-Evaluations of the Board and its Committees
|
✔ Pay-for-Performance Executive Compensation Philosophy
✔ Independent Compensation Consultant to the Compensation
Committee ✔ “Double-trigger” Vesting of Equity on Change of Control
✔ No Tax Gross-up on Change of Control
|
ALIGNMENT WITH STOCKHOLDER INTERESTS
|
||
✔ High Percentage of Variable (“at risk”) Named
Executive Officer Pay ✔ Significant Portion of Director Compensation
Delivered in Trevena Common Stock ✔ Restrictions on Hedging of Trevena Common
Stock |
CORPORATE GOVERNANCE (CONTINUED)
|
CHAIR RESPONSIBILITIES | ||
• Serves as principal representative of the Board
• Develops schedule and agenda of Board meetings, in consultation with other directors
• Presides over Board and stockholder meetings
• Facilitates discussion among independent directors on key issues
• Acts as a liaison between the Board and management
|
• Leads the Board in CEO succession planning
• Engages in the director recruitment process
• Represents the Company in interactions with external stakeholders,
at the request of the Board |
CORPORATE GOVERNANCE (CONTINUED)
|
LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES
|
||
• Presides over Board and stockholder meetings in the absence of, or upon the request
of, the Chair
• Presides over all executive sessions of the Company’s independent directors
|
• Facilitates a strong, two-way flow of information and communication between the independent directors
and the Chair of the Board
• If requested by major stockholders, is available for consultation and direct communication
|
PRACTICES DIRECTED TO INDIVIDUAL TREVENA DIRECTORS
|
|
Limits on Public Company
Directorships
|
The Board does not believe that its directors should be prohibited from serving on boards of other organizations. However, the Nominating and Corporate Governance Committee takes into account the nature of and time involved in a
director’s service on other boards in evaluating the suitability of individual directors and making its recommendations to the Board. The Company expects that each of its directors will be able to dedicate the time and resources sufficient
to ensure the diligent performance of his or her duties on the Company’s behalf, including attending board and applicable committee meetings.
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CORPORATE GOVERNANCE (CONTINUED)
|
Change in Director’s Principal
Position
|
If a director changes his or her principal occupation or principal background association held when such director was originally invited to join the Board, that director is required to tender his or her resignation to the Nominating and
Corporate Governance Committee. The Committee will then recommend to the Board whether to accept or decline the resignation.
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Continuing Education for
Directors
|
The Board is regularly updated on Trevena’s businesses, strategies, operations and employee matters, as well as external trends and issues that affect the Company. The Nominating and Corporate Governance Committee oversees the continuing
education process and it encourages directors to attend continuing education courses relevant to their service on Trevena’s Board. Trevena reimburses directors for expenses they incur in connection with continuing education courses.
|
Attendance at Annual Meeting
of Stockholders
|
The Board encourages and expects directors and nominees for director to attend the Annual Meeting. In 2023, 75% of the directors attended the annual meeting of stockholders.
|
PRACTICES DIRECTED TO TREVENA BOARD PROCESSES
|
|
Board Executive Sessions
|
As part of all regularly scheduled Board meetings, the Lead Independent Director presides over all executive sessions of the Board’s independent directors. At each regularly scheduled meeting held in 2023, the independent members of the
Board met in executive session. Each Board committee also met in executive session on a regular basis in connection with their respective meetings.
|
Director Access to Management
|
Independent directors have unfettered access to members of senior management and other key employees.
|
Independent Advisors
|
The Board and its committees are able to access and retain independent advisors as and to the extent they deem necessary or appropriate.
|
Management Succession
Planning
|
At the direction of the Chair, the Board oversees management succession planning. As appropriate, the Board will develop and approve succession plans for the Company’s CEO and review and approve succession plans for the Company’s senior
management together with the input of the Nominating and Corporate Governance Committee and the CEO.
|
Annual Board Evaluation
|
Each year, the Nominating and Corporate Governance Committee oversees the self-evaluation of the Board and its committees. Each Board committee also is responsible for conducting a self-assessment to identify potential areas of
improvement. On an ongoing basis, directors offer suggestions and recommendations intended to further improve Board performance.
|
PRACTICES DIRECTED TO TREVENA STOCKHOLDERS
|
|
Alignment of Director
Compensation
|
Trevena delivers a significant portion of its non-employee director compensation in the form of options to purchase Trevena common stock. For more information on non-employee director compensation, see page 23.
|
No Stockholder Rights Plan
(“Poison Pill”)
|
Trevena does not have a stockholder rights plan.
|
CORPORATE GOVERNANCE (CONTINUED)
|
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE
|
COMPENSATION COMMITTEE | |
Chair: Jake R. Nunn
|
Chair: Anne M. Phillips, M.D.
|
|
Other Committee Members: Anne M. Phillips, M.D., |
Other Committee Members: Mark Corrigan, M.D.,
|
|
Marvin Johnson |
Barbara Yanni, Scott Braunstein, M.D.
|
|
Meetings Held in 2023: 4
|
Meetings Held in 2023: 6
|
|
Primary Responsibilities:
|
Primary Responsibilities:
|
|
• Assisting the Board by identifying qualified candidates for director, assessing director independence
and recommending to the Board the director nominees.
• Making recommendations to the Board regarding the composition, organization and governance of the
Board, including recommendations regarding the membership and chairperson of each Board committee.
• Reviewing, advising and reporting to the Board on the Board’s membership, structure, organization,
governance practices and performance.
• Developing, recommending and maintaining a set of Corporate Governance Guidelines applicable to the
Company.
• Overseeing the review and evaluation of the Board and its committees.
|
• Approving the Company’s long-term strategy of compensation for employees and
directors.
• Reviewing the corporate goals and objectives applicable to the compensation of the
CEO, evaluating the CEO’s performance in light of these goals and objectives and, based on this review and evaluation, recommending the compensation of the CEO to the independent members of the Board for approval.
• Reviewing and approving the compensation of the Company’s executive officers and key
senior management, other than the CEO.
• Supervising the administration of the Company’s equity incentive plans and approving
equity compensation awards pursuant to these plans.
• Overseeing the management of risks related to the Company’s executive and overall
compensation, benefits plans, practices and policies.
• Maintaining direct responsibility for the appointment, compensation and oversight of
the work of any compensation consultant, legal counsel or other external adviser retained by the Committee
|
CORPORATE GOVERNANCE (CONTINUED)
|
AUDIT COMMITTEE |
Chair: Barbara Yanni
|
Other Committee Members: Scott Braunstein, M.D., Mark Corrigan, M.D., Jake R.
Nunn
|
Meetings Held in 2023: 4
|
Primary Responsibilities:
|
• Evaluating the performance, objectivity, independence and qualifications of, and retaining or terminating the engagement of, Trevena’s independent
registered public accounting firm.
• Representing and assisting the Board in fulfilling its oversight responsibilities regarding the adequacy and effectiveness of internal controls, including
financial and disclosure controls and procedures, and the quality and integrity of the Company’s financial statements.
• Reviewing with management and the independent registered public accounting firm annual and quarterly financial statements, earnings releases, earnings
guidance and significant accounting policies.
• Overseeing compliance with material legal and regulatory requirements.
• Overseeing the Company’s enterprise risk management program and advising the Board on financial and enterprise risks.
• Maintaining procedures for and reviewing the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or
auditing matters and the confidential, anonymous submissions by employees and others of any concerns about questionable accounting and auditing matters.
|
Financial Expertise and Financial Literacy:
|
The Board has determined that Dr. Braunstein is an “audit committee financial expert” as defined in the SEC rules, and all members of the Audit Committee are financially literate within the meaning of the Nasdaq listing standards. |
CORPORATE GOVERNANCE (CONTINUED)
|
• |
Assessing and identifying risks affecting our Company and its products;
|
• |
Training and educating employees and certain outside professionals who provide services to the Company to promote awareness of legal and regulatory requirements, a culture of compliance, and the necessity of complying with all applicable
laws, rules, regulations and requirements;
|
• |
Developing and implementing compliance policies and procedures and creating controls to support compliance with applicable laws, rules, regulations and requirements and our policies and procedures;
|
• |
Auditing and monitoring the activities of our operations and business support functions to identify and mitigate risks and potential instances of noncompliance in a timely manner; and
|
• |
Ensuring that we promptly take steps to resolve any instances of noncompliance and address areas of weakness or potential noncompliance.
|
CORPORATE GOVERNANCE (CONTINUED)
|
• |
the risks, costs and benefits to us;
|
• |
the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
|
• |
the availability of other sources for comparable services or products; and
|
• |
the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.
|
CORPORATE GOVERNANCE (CONTINUED)
|
PROPOSAL 1. ELECTION OF DIRECTORS
|
BOARD DIVERSITY MATRIX (as of April 29, 2024)
|
||||
Total Number of Directors: 7
|
||||
Gender Identity
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose
|
Directors
|
3
|
4
|
-
|
-
|
Demographic Background
|
||||
Hispanic or Latinx
|
-
|
-
|
-
|
-
|
Native American or Alaskan Native
|
-
|
-
|
-
|
-
|
Asian
|
-
|
-
|
-
|
-
|
Black or African American
|
-
|
1
|
-
|
-
|
Native Hawaiian or Pacific Islander
|
-
|
-
|
-
|
-
|
White
|
3
|
3
|
-
|
-
|
Two or More Races or Ethnicities
|
-
|
-
|
-
|
-
|
LGBTQ+ Community
|
-
|
-
|
-
|
-
|
Did Not Disclose Demographic Background
|
-
|
-
|
-
|
-
|
Other Disclosures
|
||||
Christian
|
-
|
1
|
-
|
-
|
The Board unanimously recommends that stockholders vote FOR each of the Class II nominees listed below as set forth in this Proposal 1.
|
Independent
Director Since: 2013
Age: 53
Board Committee(s):
• Nominating and
Corporate Governance
(Chair) • Audit
|
|||
Jake R. Nunn
Mr. Nunn is currently a venture partner at SR One Capital Management, a biotech venture capital firm. Previously, he was a venture advisor at New Enterprise Associates, Inc., a venture capital firm, where he
was a partner from June 2006 until January 2019. From January 2001 to June 2006, Mr. Nunn served as a Partner and an analyst for the MPM BioEquities Fund, a life sciences fund at MPM Capital, L.P., a private equity firm. Previously, Mr.
Nunn was a healthcare research analyst and portfolio manager at Franklin Templeton Investments and an investment banker with Alex. Brown & Sons. Mr. Nunn currently serves on the board of directors of Addex Therapeutics Ltd. (ADXN), and
Regulus Therapeutics Inc. (RGLS), each a public biopharmaceutical company. Mr. Nunn previously was a Director of Dermira, Inc. (acquired by Eli Lilly and Company), Hyperion Therapeutics, Inc. (acquired by Horizon Pharma PLC) and TriVascular
Technologies, Inc. (acquired by Endologix, Inc.). Mr. Nunn received his A.B. in economics from Dartmouth College and his M.B.A. from the Stanford Graduate School of Business. Mr. Nunn holds the Chartered Financial Analyst designation, is a
member of the C.F.A. Society of San Francisco, and recently completed the Stanford Graduate School of Business Directors’ Consortium executive education program.
|
|||
Skills and Qualifications
Our Board believes that Mr. Nunn’s experience investing in life sciences, specialty pharmaceuticals, biotechnology and medical device companies, as well as his business and financial background, qualify him
to serve on our Board.
|
PROPOSAL 1: ELECTION OF DIRECTORS (CONTINUED)
|
Independent
Director Since: 2021
Age: 61
Board Committee(s):
• Nominating and
Corporate Governance
|
|||
Marvin H. Johnson, Jr.
Mr. Johnson’s professional experience included over 34 years at Merck & Co., predominantly in the area of commercial operations, that spanned a diverse and increasing set of responsibilities. Mr. Johnson
held Senior Sales and Marketing leadership positions across multiple therapeutic categories including Diabetes, Acute Care, Neurology, Respiratory, Cardiovascular, Pain Management and Sleep Disorders. His experiences have included leading
large scale regional, national and global sales and marketing organizations worth over $3 billion in revenue, and he has extensive experience launching products in the U.S and abroad. Mr. Johnson was most recently Chief Learning Officer at
Merck from 2016 until his retirement in October 2018.
Mr. Johnson currently serves on the board of directors of Marinus Pharmaceuticals, Inc. (MRNS). Mr. Johnson is also the Chair on the Board of Trustees for Tabor Children’s Services, Inc. a nonprofit child
welfare agency where he has served as a board member since 2014. From December 2018 to March 2024, Mr. Johnson served on the strategic advisory board for GP Strategies Corporation, a global workforce transformation learning solutions
provider. Mr. Johnson received his Bachelor of Science degree in Marketing from the Pennsylvania State University and in August 2023 joined the Penn State University, Abington Alumni Advisory Board.
|
|||
Skills and Qualifications
Our Board believes that Mr. Johnson’s experience across multiple therapeutic categories including Acute Care, Neurology, Respiratory, Cardiovascular, and Pain Management enable him to make valuable contributions to the Board.
|
|||
Independent
Director Since: 2023
Age: 66
Board Committee(s):
• Compensation
• Audit
|
Mark Corrigan, M.D.
Dr. Corrigan currently serves as a member of the board of directors of Wave Life Sciences and as President of Silver Creek Pharmaceuticals, a privately held clinical stage company . He also Chairs the Board of Elios Therapeutics, a
private company. In addition, Dr. Corrigan is a visiting professor in the psychiatry department at Harvard’s Brigham and Women’s Hospital in Boston, MA. Dr. Corrigan previously served as acting CEO at Tremeau Pharmaceuticals from 2016
until December 2023. From 2019 to 2021 Dr. Corrigan served as CEO of Correvio Pharma and prior to that role Dr. Corrigan served as Director, President and Chief Executive Officer of Zalicus, Inc. from 2010 to 2014. Formerly, Dr. Corrigan
was Executive Vice President of Research and Development at the specialty pharmaceutical company Sepracor Inc. He also spent 10 years with Pharmacia & Upjohn where he served as Group Vice President of Global Clinical Research and
Experimental Medicine. He has served on the board of directors of Cubist Pharmaceuticals, where he chaired the Scientific Committee, Avanir Pharmaceuticals, Inc., Novelion and CoLucid. Before entering the pharmaceutical industry, Dr.
Corrigan was in academic research at the University of North Carolina at Chapel Hill School of Medicine. Dr. Corrigan holds a Bachelor of Science from the University of Virginia, as well as an MD from the University of Virginia School of
Medicine.
|
Skills and Qualifications
Our Board believes that Dr. Corrigan’s extensive experience as a board member of public biotech companies enable him to make valuable contributions to the Board. He has also served on Audit and
Compensation Committees of other Boards, as well as Chairman. Dr. Corrigan also brings scientific rigor to the Board given his experience as a physician scientist and former head of Research and Development.
|
Independent
Director Since: 2018
Age: 60
Board Committee(s):
• Compensation
|
Scott Braunstein, M.D.
Dr. Braunstein joined the Board in September 2018 and was appointed Lead Independent Director in November 2023. Dr. Braunstein is currently Chief Executive Officer and Chairman of the board of directors at
Marinus Pharmaceuticals, Inc. (MRNS). Dr. Braunstein is also an Operating Partner at Aisling Capital Management LP, a life sciences private equity firm, where he has served since 2015. From 2015 to 2018, Dr. Braunstein also served as Chief
Operating Officer, SVP of Corporate Strategy, and Chief Strategy Officer at Pacira Pharmaceuticals, Inc. (now known as Pacira BioSciences, Inc.) (PCRX), a specialty pharmaceutical company. Dr. Braunstein was previously a healthcare analyst
and managing director on the U.S. Equity team of J.P. Morgan Asset Management and served as the portfolio manager for the J.P. Morgan Global Healthcare fund. Dr. Braunstein was responsible for managing investments in pharmaceuticals,
biotechnology, and medical devices. Dr. Braunstein is currently a member of the board of directors for Marinus and Caribou Biosciences (CRBU), each a public biotechnology company. Dr. Braunstein is also a member of the board of directors of
SiteOne Therapeutics, a private company. Dr. Braunstein previously served as a member of the board of directors of Esperion Therapeutics, Inc. (ESPR), Ziopharm Oncology, Inc. (now known as Alaunos Therapeutics) and Constellation
Pharmaceuticals (acquired by MorphoSys). Dr. Braunstein began his career as a practicing physician at the Summit Medical Group and as Assistant Clinical Professor at Albert Einstein College of Medicine and Columbia University Medical
Center. Dr. Braunstein received his M.D. from the Albert Einstein College of Medicine and his B.S. from Cornell University.
Skills and Qualifications
Our Board believes that Dr. Braunstein’s strategic insight, extensive experience as both a pharmaceutical company executive and an investor in healthcare companies, and knowledge as a physician position him
to make valuable contributions to the Board.
|
Management
Director Since: 2018
Age: 61
Board Committee(s):
• None
|
Carrie L. Bourdow
Ms. Bourdow was appointed President, Chief Executive Officer, and member of the Trevena Board of Directors in October 2018, and as Chair of the Board in November 2023. She has served in various senior
positions at Trevena since May 2015. She joined the Company as Chief Commercial Officer and was appointed Executive Vice President and Chief Operating Officer in January 2018. Prior to joining Trevena, Ms. Bourdow was Vice President of
Marketing at Cubist Pharmaceuticals, Inc., from 2013 until its acquisition by Merck & Co. (MRK), Inc. in January 2015. At Cubist, Ms. Bourdow led launch strategy, marketing, reimbursement, and operations for five acute care hospital
pharmaceuticals totaling over $1 billion in annual revenues. Prior to Cubist, Ms. Bourdow served for more than 20 years at Merck & Co., Inc., where she held positions of increasing responsibility across multiple therapeutic areas. Ms.
Bourdow previously served as a member of the board of directors for Sesen Bio from February 2020 until March 2023 and as a member of the board of directors for Nabriva Therapeutics plc. (NBRV) from June 2017 until July 2023.
Skills and Qualifications
Our Board believes that Ms. Bourdow’s knowledge of our Company and her more than 30 years of experience in the pharmaceutical industry, including high-level commercial roles at Merck and Cubist, positions her
to make valuable contributions to the Board.
|
Independent
Director Since: 2014
Age: 70
Board Committee(s):
• Nominating and
Corporate Governance
• Compensation (Chair)
|
Anne M. Phillips, M.D.
Dr. Phillips was Senior Vice President of Clinical, Medical and Regulatory Affairs at Novo Nordisk Inc. (NVO), a pharmaceutical company, from 2011 until her retirement in August 2022. Previously, she served
as a Vice President in various positions at GlaxoSmithKline plc (GSK), which she joined in 1998, and prior to this, Dr. Phillips was Head of the Infectious Diseases Program and Deputy Physician-in-Chief at Wellesley Central Hospital/St.
Michael’s Hospital in Toronto. She is a Fellow of The Royal College of Physicians and Surgeons of Canada, earned an M.D. from the University of Toronto, and received a B.Sc. from the University of Western Ontario. Dr. Phillips currently
serves on the board of directors of Barinthus, a public company.
Skills and Qualifications
Our Board believes that Dr. Phillips’ extensive late-stage clinical development experience in well-established pharmaceutical companies, together with her significant experience and knowledge as a physician,
positions her to make valuable contributions to the Board.
|
Independent
Director Since: 2014
Age: 69
Board Committee(s):
• Audit (Chair)
• Compensation
|
Barbara Yanni
Ms. Yanni was Vice President and Chief Licensing Officer at Merck & Co. (MRK), a pharmaceutical company, from November 2001 until her retirement in March 2014. Prior to this, Ms. Yanni served in various
roles at Merck including in corporate development, financial evaluation, and tax. Ms. Yanni is currently an independent director on the boards of two public biotechnology companies, Vaccinex, Inc. (VCNX) and Pharming Group N.V. (Amsterdam:
PHARM), and Mesentech, a private biotechnology company. She previously served on the board of directors of Akcea Therapeutics, Inc. (AKCA) and ABIONYX Pharma (Paris: ABNX), both public biotechnology companies, and Symic Holdings, LLC, a
private biotechnology company. Ms. Yanni earned a J.D. from Stanford Law School and an A.B. from Wellesley College. She also holds a Masters of Law in Taxation from New York University Law School.
Skills and Qualifications
Our Board believes that Ms. Yanni’s extensive experience in biotechnology and pharmaceutical business evaluation and transaction execution, as well as her financial and general business knowledge positions
her to make valuable contributions to the Board.
|
NON-EMPLOYEE DIRECTOR COMPENSATION
|
•
|
aligns with stockholder interests because it includes a significant equity-based compensation component, the value of which is tied to Trevena’s stock price; and
|
•
|
is competitive based on the work required of directors serving on the board of an entity of the Company’s size, complexity and scope.
|
Retainer Type
|
Annual Amount
|
Board member
|
$45,000
|
Committee member
• Audit
• Compensation
• Nominating and Corporate Governance
|
$10,000
$7,500
$5,000
|
Committee chair (in lieu of Committee Member fee)
• Audit
• Compensation
• Nominating and Corporate Governance
|
$20,000
$15,000
$10,000
|
NON-EMPLOYEE DIRECTOR COMPENSATION (CONTINUED)
|
• |
Initial Grant. On the date of a non-employee director’s initial election or appointment to the Board, such director will be automatically, and without further action by the
Board or Compensation Committee of the Board, granted a stock option for two-and-a-half times (2.5x) the Annual Grant, subject to appropriate adjustment for any future stock split, stock dividend, reverse stock split, stock combination or
other change in the capitalization of the Company. Commencing on the first date that is three months after the date of the initial grant, the shares subject to each stock option will vest in a series of 12 equal quarterly installments, such
that the option is fully vested on the third anniversary of the date of grant, subject to the non-employee director’s continuous service through each such vesting date; .provided that the vesting date for the quarterly period in which our
annual stockholders’ meeting occurs shall be the date immediately prior to such annual meeting.
|
• |
Annual Grant. On the date of the Company’s Annual Meeting of Stockholders, each non-employee director who continues to serve as a non-employee director member of the Board
is immediately granted granted a stock option for 13,700 shares, subject to appropriate adjustment for any future stock split, stock dividend, reverse stock split, stock combination or other change in the capitalization of the Company. The
shares subject to the stock option will vest over twelve (12) months from the date of the annual grant, subject to the non-employee director’s continuous service through such vesting date..
|
|
Fees Earned or
Paid in Cash
|
Option Awards1
|
Total
Compensation
|
Name
|
($)
|
($)
|
($)
|
Scott Braunstein, M.D.
|
58,995
|
11,114
|
70,109
|
Mark Corrigan, M.D.
|
26,787
|
29,085
|
55,872
|
Marvin H. Johnson, Jr.
|
50,000
|
11,114
|
61,114
|
Jake R. Nunn
|
65,000
|
11,114
|
76,114
|
Anne M. Phillips, M.D.
|
65,000
|
11,114
|
76,114
|
Barbara Yanni
|
65,462
|
11,114
|
76,576
|
1
|
At December 31, 2023, the aggregate number of stock option awards outstanding for each non-employee director was as follows: Dr. Braunstein, 26,607; Dr. Corrigan, 34,250; Mr. Johnson 22,455; Mr. Nunn, 27,315; Dr. Phillips, 27,670; and
Ms. Yanni, 27,670.
|
• |
Represents cash compensation paid for the retainers described above for the period of January 1, 2023 to December 31, 2023.
|
• |
As of December 31, 2023, Dr. Braunstein served as Lead Independent Director of the Board, Ms. Yanni served as Chair of the Audit Committee, Mr. Nunn served as Chair of the Nominating and Corporate Governance Committee, Dr. Phillips
served as Chair of the Compensation Committee, and Ms. Bourdow, the Company’s President and CEO, served as Chair of the Board.
|
• |
Option Awards.
|
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
The Board unanimously recommends that stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as Trevena’s independent registered public accounting firm for the fiscal year ending December 31, 2024 as set forth in this Proposal 2. |
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (CONTINUED)
|
2023
|
2022
|
|
Audit Fees
|
$522,500
|
$515,000
|
Audit‑Related Fees
|
$90,000
|
$115,000
|
Tax Fees
|
$61,500
|
$42,580
|
All Other Fees
|
--
|
--
|
TOTAL
|
$674,000
|
$672,580
|
• |
Audit fees include fees incurred for: (i) professional services rendered for the audit of our annual financial statements; (ii) the review of quarterly financial statements, (iii) filing of
registration statements; and (iv) delivery of auditor comfort letters.
|
• |
Audit‑related fees include assurance and related services that were reasonably related to the audit of annual financial statements and reviews of quarterly financial statements, but not reported
under Audit Fees.
|
• |
Tax fees include fees incurred in connection with tax advice and tax planning. These services included assistance with tax reporting requirements and audit compliance.
|
REPORT OF THE AUDIT COMMITTEE
|
•
|
Reviewed and discussed with Trevena’s management the audited financial statements included in the Form 10-K and considered management’s view that the financial statements present fairly, in all material respects, the financial
condition and results of operations of Trevena.
|
•
|
Reviewed and discussed with Trevena’s management and with the independent registered public accounting firm, Ernst & Young LLP, the effectiveness of Trevena’s internal controls over financial reporting.
|
•
|
Discussed with Ernst & Young LLP, matters related to the conduct of its audit that are required to be communicated by auditors to audit committees and matters related to the fair presentation of Trevena’s financial condition and
results of operations, including critical accounting estimates and judgments.
|
•
|
Received the required communications from Ernst & Young LLP that disclose all relationships that may reasonably be thought to bear on its independence and to confirm its independence. Based on these communications, the Audit
Committee discussed with Ernst & Young LLP its independence from Trevena.
|
•
|
Discussed with each of Trevena’s Chief Executive Officer and Chief Financial Officer their required certifications contained in Trevena’s Form 10-K.
|
AUDIT COMMITTEE: | |
Barbara Yanni, Chair | |
Scott Braunstein, M.D. | |
Mark Corrigan, M.D. | |
Jake R. Nunn
|
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended or
the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporate on language in any such filing.
|
•
|
Our NEOs receive a market-based compensation package.
|
•
|
A significant portion of our NEOs’ cash and equity compensation is based upon our financial performance along with our assessments of such NEO’s individual performance.
|
PROPOSAL 3. APPROVAL ON A NON-BINDING ADVISORY BASIS OF COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY ON PAY”) (CONTINUED)
|
The Board unanimously recommends that stockholders vote “FOR” the approval on a non-binding advisory basis of compensation of our named executive officers (“say on pay”) as set forth in this Proposal 3.
|
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 2023 PLAN.
|
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
Shares Granted in 2022
|
Dollar Value of Shares Granted
|
|
Executive Officers
|
0 shares
|
$0
|
Non-Employee Directors
|
28,000 shares
|
$301,000
|
All Other Employees, including non-Executive Officers
|
245,985 shares
|
$586,015
|
PROPOSAL 4. APPROVAL OF AN AMENDMENT TO THE TREVENA, INC. 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
The Board unanimously recommends that stockholders vote “FOR” the approval of an amendment to the 2023 Plan to increase the number of shares of common stock available for issuance under the 2023 Plan
as set forth in this Proposal 4.
|
PROPOSAL 5: APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR OUTSTANDING SHARES OF COMMON STOCK BY A RATIO OF ANY WHOLE
NUMBER BETWEEN 1-FOR-2 AND 1-FOR-25, AT ANY TIME PRIOR AUGUST 28, 2024, WITH THE EXACT RATIO TO BE SET WITHIN THAT RANGE AT THE DISCRETION OF OUR BOARD, WITHOUT FURTHER APPROVAL OR AUTHORIZATION OF OUR STOCKHOLDERS.
|
PROPOSAL 5. APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED)
|
PROPOSAL 5. APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED)
|
PROPOSAL 5. APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED)
|
After Reverse Stock Split (1)
|
|||
Before
Reverse
Stock Split
|
If Minimum 1:2
Ratio is
Selected
|
If Maximum
1:25 Ratio is Selected
|
|
Authorized Common Stock
|
200,000,000
|
200,000,000
|
200,000,000
|
Common Stock Issued and Outstanding, as of the Record Date
|
18,321,010
|
9,160,505
|
732,840
|
Common Stock Reserved for Issuance (2)
|
12,417,444
|
6,208,722
|
496,698
|
Common Stock available for Issuance
|
169,261,546
|
184,630,773
|
198,770,462
|
Weighted-Average Exercise Price of Options
|
$35.41
|
$70.83
|
$885.33
|
Weighted-Average Exercise Price of Warrants
|
$1.02
|
$2.03
|
$25.43
|
● |
As noted above, the principal purpose of the Reverse Stock Split is to increase the trading price of our common stock to meet the Minimum Bid Price Requirement of The Nasdaq Capital Market. However,
the Reverse Stock Split could be viewed negatively by the market and other factors, such as those described above, may adversely affect the market price of the shares of our common stock. Consequently, the market price per
post-Reverse Stock Split share ofour common stock may not increase in proportion to the reduction of the number of shares of our common stock outstanding before the implementation of the Reverse Stock Split. Accordingly, the total
market capitalization of our shares of common stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split. Any reduction in total market capitalization as the result of the
Reverse Stock Split may make it more difficult for us to meet the Nasdaq Listing Rule regarding minimum value of listed securities, which could result in our shares of common stock being delisted from The Nasdaq Capital Market.
|
● |
Although the Board believes that a higher stock price may help generate the interest of new investors, the Reverse Stock Split may not result in a per-share price that will successfully attract
certain types of investors and such resulting share price may not satisfy the investing guidelines of institutional investors or investment funds. Further, other factors, such as our financial results, market conditions and the
market perception of our business, may adversely affect the interest of new investors in the shares of our common stock. As a result, the trading liquidity of the shares of our common stock may not improve as a result of the Reverse
Stock Split and there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above.
|
● |
A Reverse Stock Split may result in some stockholder owning “odd lots” of less than 100 shares of 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.
|
● |
There can be no assurance that the market price of our common stock will not decrease in the future.
|
PROPOSAL 5. APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED)
|
● |
our ability to maintain the listing of our common stock on The Nasdaq Capital Market;
|
● |
the per share price of our common stock immediately prior to the Reverse Stock Split;
|
● |
the expected stability of the per share price of our common stock following the Reverse Stock Split;
|
● |
the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our common stock;
|
● |
prevailing market conditions;
|
● |
general economic conditions in our industry; and
|
● |
our market capitalization before and after the Reverse Stock Split.
|
PROPOSAL 5: APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED) |
PROPOSAL 5: APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED)
|
PROPOSAL 5: APPROVAL OF A REVERSE STOCK SPLIT (CONTINUED)
|
The Board unanimously recommends that stockholders vote “FOR” the approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split
of our outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-25, at any time prior to August 28, 2024, with the exact ratio to be set within that range at the discretion of our Board, without
further approval or authorization of our stockholders.
|
The Board unanimously recommends that stockholders vote “FOR” the approval of
the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 4 and/or
Proposal 5.
|
EXECUTIVE COMPENSATION
|
✔ Align the interests of the Company’s executives with those of its stockholders and reward the creation of long-term value for Trevena stockholders.
|
✔ Emphasize performance‑based short-term and long-term compensation over fixed compensation.
|
✔ Motivate superior enterprise results with appropriate consideration of risk and while maintaining commitment to the Company’s ethics and values.
|
✔ Reward the achievement of favorable long-term results more heavily than the achievement of short-term results.
|
✔ Provide market competitive compensation opportunities designed to attract, retain and motivate highly qualified executives.
|
• |
Annual pay-for-performance assessment by the Compensation Committee of the achievement of the Company’s corporate goals and the performance of each NEO.
|
• |
A regular analysis of relevant market compensation data and benchmarks for each NEO.
|
• |
Equity-based incentive plans (the 2023 Plan and the Inducement Plan) focused on longer-term stockholder value creation.
|
• |
A cash-based incentive plan (the Trevena, Inc. Incentive Compensation Plan, or ICP) designed to motivate NEOs to achieve the Company’s annual goals.
|
• |
The retention by the Compensation Committee of an independent compensation consultant to assist in the Compensation Committee’s analysis, design and implementation of the Company’s executive compensation programs.
|
EXECUTIVE COMPENSATION (CONTINUED) |
☐ |
“Double trigger” requirement for change of control benefits.
|
☐ |
No tax gross-up of parachute payments upon a change of control.
|
☐ |
Prohibition of hedging of Trevena stock by all directors and employees, including the NEOs.
|
☐ |
Prudent management of annual share usage (or burn rate) and total dilution under the 2023 Plan.
|
☐ |
No executive officer perquisites.
|
☐ |
The Compensation Committee’s ongoing review of the general long-term compensation strategy for the Company and assessments of NEOs and key senior management in connection with compensation decisions, and assistance to the Board
in CEO and executive officer succession plans.
|
☐ |
The Compensation Committee’s oversight of risk related to compensation programs and policies, including plan design features that mitigate the risk of incentive compensation having an unintended negative financial impact.
|
EXECUTIVE COMPENSATION (CONTINUED)
|
AcelRx Pharmaceuticals, Inc.
|
Palatin Technologies, Inc.
|
||
Aquestive Therapeutics, Inc.
|
Paratek Pharmaceuticals, Inc.
|
||
Cidera Therapeutics, Inc.
|
Palatin Technologies, Inc.
|
||
Corbus Pharmaceuticals Holdings, Inc.
|
Regulus Therapeutics Inc.
|
||
Heron Therapeutics, Inc.
|
SCYNEXIS, Inc.
|
||
KALA BIO, Inc.
|
Tempest Therapeutics, Inc.
|
||
Larimar Biotech, Inc.
|
Unicycive Therapeutics, Inc.
|
||
Minerva Neurosciences, Inc.
|
Werewolf Therapeutics, Inc.
|
||
Moleculin Biotech, Inc.
|
Zynerba Pharmaceuticals, Inc.
|
||
NexImmune, Inc.
|
EXECUTIVE COMPENSATION (CONTINUED)
|
• |
conducted an annual review of the peer group companies for continued appropriateness;
|
• | presented an overview of marketplace trends and developments; |
• | presented a comparison of competitive market data to the current compensation of each NEO to assist in setting compensation targets for 2023; |
• | evaluated the Company’s overall use of equity, including share usage rates and dilution and shares underlying the 2023 Plan; |
• |
reviewed the compensation program for the Company’s non-employee directors; and
|
• | reviewed the Executive Compensation section of the 2023 proxy statement. |
• | the provision of other services to the Company by the consultant; |
• | the amount of fees paid to the consultant by the Company as a percentage of consultant’s total revenue; |
• | the consultant’s policies and procedures that are designed to prevent conflicts of interests; |
• | any business or personal relationship between the consultant and a member of the Compensation Committee; |
• | any Company stock owned by the consultant; |
• | any business or personal relationship of the consultant and an executive officer of the Company; and |
• | any other factor deemed relevant to the consultant’s independence from management. |
EXECUTIVE COMPENSATION (CONTINUED)
|
Element
|
Description
|
Base Salary
|
Represents the fixed portion of each NEO’s total compensation package.
|
Annual Cash Incentive
|
At-risk compensation based on performance. Annual incentive awards under the ICP are based on the achievement of corporate results relative to pre-established goals, as adjusted for individual performance, accomplishments and
contributions.
|
Long-Term Incentives
|
At-risk compensation based on individual performance. Trevena’s long-term equity incentive program also is considered performance‑based compensation. In accordance with Trevena’s compensation strategy, the predominant portion of
an NEO’s compensation opportunity is tied to the long-term success of the Company.
|
Retirement
Compensation
|
Trevena provides a market-competitive 401(k) plan for all full-time employees that provides for employee contributions as well as Company matching contributions of up to 4.0% of eligible pay.
|
No Perquisites; Other
Benefits
|
Our NEOs do not receive any perquisites. However, they are eligible for all benefits offered to Trevena employees generally, including medical benefits, other health and welfare benefits, and other voluntary benefits.
|
Position in 2023
|
Year
|
Salary
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)
|
Total
($)
|
Carrie Bourdow
President and Chief Executive Officer
|
2023
|
681,500
|
581,700
|
0
|
388,455
|
13,200
|
1,664,855
|
2022
|
655,500
|
0
|
0
|
334,305
|
12,200
|
1,002,005
|
|
Mark A. Demitrack, M.D.
SVP and Chief Medical Officer
|
2023
|
510,120
|
290,850
|
0
|
218,025
|
13,200
|
1,032,195
|
2022
|
490,500
|
0
|
0
|
187,616
|
12,200
|
690,316
|
|
Barry Shin
SVP, Chief Financial Officer
|
2023
|
497,120
|
290,850
|
0
|
212,468
|
13,200
|
1,013,638
|
2022
|
478,000
|
0
|
0
|
182,835
|
9,190
|
670,025
|
|
EXECUTIVE COMPENSATION (CONTINUED)
|
• | Base salary levels are set with reference to both: |
• | Base salary levels are reviewed annually during the performance review process and may be adjusted as a result of updated market data and an assessment of an NEO’s skills, role and performance contributions, including the demonstration of leadership behaviors and our core values. The overall salary budget also is a factor in determining the extent of base salary adjustments. |
EXECUTIVE COMPENSATION (CONTINUED)
|
Base Salary
2023
|
2022
|
|
Carrie L. Bourdow
|
$681,500
|
$655,500
|
Mark A. Demitrack, M.D.
|
$510,120
|
$490,500
|
Barry Shin
|
$497,120
|
$478,000
|
• | The Compensation Committee (or, as applicable, the Board) annually approves: |
• |
Annual Awards for each of the NEOs are generally targeted at the 50th percentile of the market reference.
|
• | Subject to certain limits described below, the actual Award for an NEO will generally range from 0% to 150% of the individual’s target bonus opportunity and, if earned, is paid in the first quarter following the end of the performance year. |
2023
|
2022
|
|
Carrie L. Bourdow
|
60%
|
60%
|
Mark A. Demitrack, M.D.
|
45%
|
45%
|
Barry Shin
|
45%
|
45%
|
EXECUTIVE COMPENSATION (CONTINUED)
|
EXECUTIVE COMPENSATION (CONTINUED)
|
• | Long-term incentives (LTI) are administered under the 2023 Plan. |
• | Total annual LTI awards are generally positioned at the 50th percentile of the market reference for each NEO. |
• | LTI awards are delivered through stock options and/or restricted stock units (RSUs). |
EXECUTIVE COMPENSATION (CONTINUED)
|
Name
|
Grant Date
|
#RSUs
|
RSU Grant
Date Fair
Value
|
# PSUs
|
PSU Grant
Date Fair Value
|
Total Grant
Date Fair Value |
Carrie L. Bourdow
|
1/6/2023
|
100,000
|
1.78
|
178,000
|
||
12/14/2023
|
370,000
|
0.61
|
225,700
|
|||
12/14/2023
|
100,000
|
0.61
|
61,000
|
|||
Mark A. Demitrack, M.D.
|
1/6/2023
|
50,000
|
1.78
|
89,000
|
||
12/14/2023
|
185,000
|
0.61
|
112,850
|
|||
12/14/2023
|
50,000
|
0.61
|
30,500
|
|||
Barry Shin
|
1/6/2023
|
50,000
|
1.78
|
89,000
|
||
12/14/2023
|
185,000
|
0.61
|
112,850
|
|||
12/14/2023
|
50,000
|
0.61
|
30,500
|
EXECUTIVE COMPENSATION (CONTINUED)
|
Number of Securities Underlying
Unexercised Options
|
||||||||
Grant Date
|
Exercisable (#)
|
|
Unexercisable (#)(1)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Units of Stock
That Have Not
Vested (#) (2)
|
Market Value of
Units of Stock
That Have Not
Vested ($)
|
|
Carrie L. Bourdow
|
12/17/2020
|
21,199
|
7,067
|
56.25
|
12/17/2030
|
1,243,525
|
||
12/17/2020
|
4,711
|
264,994
|
||||||
12/2/2021
|
25,000
|
428,000
|
||||||
1/6/2023
|
75,000
|
133,500
|
||||||
12/14/2023
|
75,000
|
133,500
|
||||||
12/14/2023
|
370,000
|
225,700
|
||||||
Total
|
21,199
|
7,067
|
549,711
|
2,429,219
|
||||
Mark A. Demitrack, M.D.
|
12/17/2020
|
7,773
|
2,591
|
56.25
|
12/17/2030
|
455,950
|
||
12/17/2020
|
1,727
|
97,144
|
||||||
12/2/2021
|
7,800
|
133,536
|
||||||
1/6/2023
|
37,500
|
66,750
|
||||||
12/14/2023
|
37,500
|
66,750
|
||||||
12/14/2023
|
185,000
|
112,850
|
||||||
Total
|
7,773
|
2,591
|
269,527
|
932,980
|
||||
Barry Shin
|
12/17/2020
|
7,066
|
2,356
|
56.25
|
12/17/2030
|
414,508
|
||
12/17/2020
|
1,570
|
88,313
|
||||||
9/14/2021
|
928
|
722
|
30.00
|
9/14/2031
|
38,966
|
|||
9/14/2021
|
550
|
16,500
|
||||||
12/2/2021
|
7,800
|
133,536
|
||||||
1/6/2023
|
37,500
|
66,750
|
||||||
12/14/2023
|
37,500
|
66,750
|
||||||
12/14/2023
|
185,000
|
112,850
|
||||||
Total
|
7,994
|
3,078
|
269,920
|
938,173
|
EXECUTIVE COMPENSATION (CONTINUED)
|
|
Grant Date
|
Number of
Stock
Options That
Have Not
Vested
|
Next Vesting
Date from 12/31/2023
|
Next Vesting
Amount
|
Remaining Vesting Terms
|
|
Carrie L. Bourdow
|
12/17/2020
|
24,732
|
3/17/2024
|
1,767
|
1/16th of total grant every quarter
|
|
Mark A. Demitrack, M.D.
|
12/17/2020
|
9,068
|
3/17/2024
|
648
|
1/16th of total grant every quarter
|
|
Barry Shin
|
12/17/2020
|
1,178
|
3/17/2024
|
589
|
1/16th of total grant every quarter
|
|
9/14/2021
|
516
|
3/14/2024
|
103
|
1/16th of total grant every quarter
|
Grant Date
|
Number of
RSUs That
Have Not
Vested
|
Next Vesting
Date from 12/31/2022
|
Next Vesting
Amount
|
Remaining Vesting Terms
|
||
Carrie L. Bourdow
|
12/17/2020
|
4,711
|
12/2/2024
|
4,711
|
1/4th of total grant vests annually
|
|
12/2/2021
|
25,000
|
12/2/2024
|
12,500
|
1/4th of total grant vests annually
|
||
1/6/2023
|
75,000
|
12/2/2024
|
25,000
|
1/4th of total grant vests annually
|
||
12/14/2023
|
75,000
|
12/2/2024
|
25,000
|
1/4th of total grant vests annually
|
||
12/14/2023
|
370,000
|
12/2/2024
|
92,500
|
1/4th of total grant vests annually
|
||
Mark A. Demitrack, M.D.
|
12/17/2020
|
1,727
|
12/17/2024
|
1,727
|
1/4th of total grant vests annually
|
|
12/2/2021
|
7,800
|
12/2/2024
|
3,900
|
1/4th of total grant vests annually
|
||
1/6/2023
|
37,500
|
12/2/2024
|
12,500
|
1/4th of total grant vests annually
|
||
12/14/2023
|
37,500
|
12/2/2024
|
12,500
|
1/4th of total grant vests annually
|
||
12/14/2023
|
185,000
|
12/2/2024
|
46,250
|
1/4th of total grant vests annually
|
||
Barry Shin
|
12/17/2020
|
1,570
|
12/17/2024
|
1,570
|
1/4th of total grant vests annually
|
|
9/14/2021
|
275
|
9/14/2024
|
275
|
1/4th of total grant vests annually
|
||
12/2/2021
|
7,800
|
12/2/2024
|
3,900
|
1/4th of total grant vests annually
|
||
1/6/2023
|
37,500
|
12/2/2024
|
12,500
|
1/4th of total grant vests annually
|
||
12/14/2023
|
37,500
|
12/2/2024
|
12,500
|
1/4th of total grant vests annually
|
||
12/14/2023
|
185,000
|
12/2/2024
|
46,250
|
1/4th of total grant vests annually
|
EXECUTIVE COMPENSATION (CONTINUED)
|
Trevena does not provide NEOs with any “single‑trigger” payments (triggered solely by a change of control), golden parachute excise tax gross-ups or other excise tax reimbursements upon a
change of control.
|
EXECUTIVE COMPENSATION (CONTINUED)
|
• |
continuing payments of salary as severance pay in the amount of fifteen (15) months of her then-current base salary for Ms. Bourdow, and twelve (12) months of the then-current base salary for each of Dr. Demitrack and Mr. Shin,
in each case paid in equal installments following termination on our regularly scheduled payroll dates;
|
• |
an incentive compensation award for the fiscal year immediately preceding the date of termination, to the extent not already paid, in an amount determined by the Board or Compensation Committee in their sole discretion;
|
• |
his or her target annual incentive compensation for the year of termination, pro-rated for the period between the beginning of the calendar year and the date of termination, paid within sixty days following termination;
|
• |
for Ms. Bourdow only, an additional amount equal to fifteen (15) months of her target incentive award in effect at the time of termination, payable in equal installments on our regularly scheduled payroll dates over the period
that the severance pay is paid,
|
• |
health insurance premiums under our group health insurance plans as provided under the Consolidated Omnibus Budget Reconciliation Act, or COBRA, until the earlier of (i) fifteen (15) months after termination of employment for Ms.
Bourdow, and twelve (12) months after termination of employment for Dr. Demitrack and Mr. Shin, (ii) such time as the executive is eligible for substantially equivalent health insurance coverage with a subsequent employer and (iii)
such time as the NEO is no longer eligible for COBRA coverage; and
|
• |
accelerated vesting as to that number of unvested shares subject to any outstanding equity awards held by the NEO at the time of termination that would have otherwise vested if the NEO had remained employed by us for twelve (12)
months following the date of termination for Ms. Bourdow, and nine (9) months following the date of termination for Dr. Demitrack and Mr. Shin.
|
• |
continuing payments of his or her salary as severance pay in the amount of twenty-one (21) months of her then-current base salary for Ms. Bourdow, and fifteen (15) months of the then-current base salary for Dr. Demitrack and Mr.
Shin, in each case paid in equal installments following termination on our regularly scheduled payroll dates;
|
• |
an incentive compensation award for the fiscal year immediately preceding the date of termination, to the extent not already paid, in an amount determined by the Board or Compensation Committee in their sole discretion;
|
• |
his or her target annual incentive compensation for the year of termination, pro-rated for the period between the beginning of the calendar year and the date of termination, paid within sixty days following termination;
|
• |
for Ms. Bourdow, an additional amount equal to twenty-one (21) months of her target bonus in effect at the time of termination, and for Dr. Demitrack and Mr. Shin, an additional amount equal to fifteen (15) months of their
respective target bonus in effect at the time of termination, in each case payable in equal installments on our regularly scheduled payroll dates over the period that the severance pay is paid;
|
• |
health insurance premiums under our group health insurance plans as provided under the COBRA until the earlier of (i) twenty-one (21) months after termination of employment for Ms. Bourdow, and fifteen (15) months after
termination of employment for Dr. Demitrack and Mr. Shin, (ii) such time as the NEO is eligible for substantially equivalent health insurance coverage with a subsequent employer and (iii) such time as the NEO is no longer eligible
for COBRA coverage; and
|
EXECUTIVE COMPENSATION (CONTINUED)
|
• |
accelerated vesting of all unvested shares subject to any outstanding equity awards held by the NEO at the time of termination.
|
EXECUTIVE COMPENSATION (CONTINUED)
|
• |
Trevena’s cumulative TSR; and
|
• |
Trevena’s Net Loss.
|
EXECUTIVE COMPENSATION (CONTINUED)
|
OWNERSHIP OF TREVENA COMMON STOCK
|
Amount of
Beneficial
Ownership
|
Percent of
Class
|
|
Principal Stockholders:
|
||
Armistice Capital, LLC (1)
|
1,827,615
|
9.99%
|
Non-employee Directors and Nominees(2)
|
|
|
|
*
|
|
Scott Braunstein, M.D.
|
26,607
|
*
|
Mark Corrigan, M.D.
|
6,421
|
*
|
Marvin H. Johnson, Jr.
|
22,455
|
*
|
Jake R. Nunn(3)
|
27,486
|
*
|
Anne M. Phillips, M.D.
|
27,670
|
*
|
Barbara Yanni
|
27,720
|
*
|
Named Executive Officers(4)
|
|
|
Carrie L. Bourdow
|
178,086
|
*
|
Mark A. Demitrack, M.D.
|
60,768
|
*
|
Barry Shin
|
59,285
|
*
|
All Directors, Nominees and Executive Officers as a group, including those named above (11 Persons)(5)
|
497,579
|
2.7%
|
(1)
|
The information reported is based on a Schedule 13G/A filed with the SEC on February 14, 2024 reporting, as of December 31, 2023, sole power of Armistice Capital, LLC to vote or direct the vote of
1,827,615 shares and sole power to dispose or direct the disposition of 1,827,615 shares. The business address of Armistice Capital, LLC is 10 Madison Avenue, 7th Floor, New York, NY 10022.
|
(2)
|
Includes shares of common stock issuable upon the exercise of options exercisable within 60 days after April 19, 2024 in the amount of 26,607 for Dr. Braunstein; 6,421 for Dr. Corrigan; 22,455 for
Mr. Johnson; 27,315 for Mr. Nunn; 27,670 for Dr. Phillips; and 27,670 for Ms. Yanni.
|
(3)
|
Includes 171 shares of common stock held by the Jake & Dana Nunn Living Trust dated July 7, 2006, for which Mr. Nunn is a trustee.
|
(4)
|
Includes shares of common stock issuable upon the exercise of options exercisable within 60 days after April 19, 2024 in the amount of 84,872 for Ms. Bourdow, 24,068 for Dr. Demitrack and 20,378
for Mr. Shin.
|
(5)
|
Includes shares of common stock issuable upon the exercise of options exercisable within 60 days after April 19, 2024 in the amount of 292,591 for all of the directors, nominees for director
and executive officers, as a group.
|
2025 ANNUAL MEETING AND RELATED MATTERS
|
2025 ANNUAL MEETING AND RELATED MATTERS (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX A: 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
APPENDIX B: AMENDMENT NO. 1 TO 2023 EQUITY INCENTIVE PLAN (CONTINUED)
|
|
TREVENA, INC. | ||
By: |
|
Name: | ||
Title: |
APPENDIX C: CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
|
|
TREVENA, INC.
|
||
By: | |||
|
|
Corporate Secretary |