☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Under §240.14a-12 |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1. | To elect five (5) directors, Eric Aguiar, M.D., Jennifer E. Cook, Andrea J. Ellis, Fred Hassan and Ali J. Satvat, to serve as Class II directors to hold office until the date of the annual meeting of stockholders following the year ending December 31, 2026 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. |
2. | To cast a non-binding, advisory vote to approve the compensation of our named executive officers. |
3. | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024. |
4. | To approve an amendment and restatement of the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 6,500,000 shares. |
5. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
| | By Order of the Board of Directors | |
| | BridgeBio Pharma, Inc. | |
| | ||
| | /s/ Neil Kumar | |
| | Neil Kumar | |
| | Chief Executive Officer | |
| | ||
| | Palo Alto, California | |
| | April 25, 2024 |
1. | To elect five (5) directors, Eric Aguiar, M.D., Jennifer E. Cook, Andrea J. Ellis, Fred Hassan and Ali J. Satvat, to serve as Class II directors to hold office until the date of the annual meeting of stockholders following the year ending December 31, 2026 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. |
2. | To cast a non-binding, advisory vote to approve the compensation of our named executive officers. |
3. | To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024. |
4. | To approve an amendment and restatement of the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 6,500,000 shares. |
5. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
Proposal | | | Vote Required | | | Discretionary Voting Permitted? |
Election of Directors | | | Plurality | | | No |
Non-binding, advisory vote to approve the compensation of our named executive officers | | | Majority | | | No |
Ratification of Deloitte & Touche LLP | | | Majority | | | Yes |
Approval of an amendment and restatement of the 2021 Amended and Restated BridgeBio Pharma, Inc. Stock Option and Incentive Plan | | | Majority | | | No |
Name | | | Age | | | Position |
Neil Kumar, Ph.D. | | | 45 | | | Chief Executive Officer and Director |
Eric Aguiar, M.D.(1) | | | 62 | | | Director |
Jennifer E. Cook | | | 58 | | | Director |
Douglas A. Dachille(2) | | | 59 | | | Director |
Ronald J. Daniels(3) | | | 64 | | | Director |
Andrea J. Ellis(1) | | | 38 | | | Director |
Fred Hassan(3) | | | 78 | | | Director |
Charles Homcy, M.D. | | | 75 | | | Director and Lead Director |
Andrew W. Lo, Ph.D.(2) | | | 63 | | | Director |
Frank P. McCormick, Ph.D., F.R.S., D.Sc. | | | 73 | | | Director |
James C. Momtazee | | | 52 | | | Director |
Ali J. Satvat(2)(3) | | | 46 | | | Director |
Randal W. Scott, Ph.D.(1) | | | 66 | | | Director |
Hannah A. Valantine, M.D.(2) | | | 72 | | | Director |
(1) | Member of the Audit Committee |
(2) | Member of the Nominating and Corporate Governance Committee |
(3) | Member of the Compensation Committee |
| Board Diversity Matrix (as of April 25, 2024) | | ||||||||||||
| Total Number of Directors | | | 14 | | |||||||||
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | |
| Part I: Gender Identity | | | | | | | | | | ||||
| Directors | | | 3 | | | 11 | | | — | | | — | |
| Part II: Demographic Background | | | | | | | | | | ||||
| African American or Black | | | 1 | | | — | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | 1 | | | 3 | | | — | | | — | |
| Hispanic or Latinx | | | — | | | 1 | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 6 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | 2 | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did Not Disclose Demographic Background | | | 1 | |
• | appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; |
• | pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; |
• | reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; |
• | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; |
• | coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; |
• | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; |
• | recommending, based upon the Audit Committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K; |
• | monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; |
• | preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement; |
• | reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; |
• | reviewing quarterly earnings releases and scripts; |
• | discussing risk assessment and management guidelines and evaluating major financial risk exposures and steps taken to monitor and control such exposures; |
• | periodically reviewing and discussing with management items of enterprise risk beyond financial risk and management of financial statements, and recommending on at least an annual basis, and more frequently as appropriate, enterprise risk items that should be brought to the Board for review and discussion of risk mitigation; |
• | establishing procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and |
• | reviewing and reassessing the adequacy of the Audit Committee Charter periodically and submitting any proposed changes to the Board of Directors for approval. |
• | annually reviewing and approving corporate goals and objectives that may be relevant to the compensation of the Chief Executive Officer; |
• | evaluating the performance of the Chief Executive Officer in light of such corporate goals and objectives and determining, or, at the request of the Board of Directors, recommending to the Board of Directors the compensation of the Chief Executive Officer; |
• | reviewing and approving the compensation of our executive officers other than the Chief Executive Officer; |
• | reviewing management’s aggregate decisions regarding the compensation of all non-officer employees and establishing our overall non-officer employees’ compensation; |
• | overseeing and administering our compensation structure, policies and programs; |
• | evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules; |
• | retaining a compensation advisor and approving the compensation of any such advisor; |
• | acting as administrator of our equity and incentive plans; |
• | evaluating and determining or, at the request of the Board of Directors, recommending to the Board of Directors the achievement of milestones under any incentive or equity-based awards to officers, consultants and other employees; |
• | reviewing and approving or, at the request of the Board of Directors, recommending to the Board of Directors our policies and procedures for the grant of equity-based awards; |
• | overseeing administration of all incentive compensation and equity-based plans for employees and approve all forms of award agreement and/or sub-plans adopted under such plans; |
• | reviewing and making recommendations to the Board of Directors with respect to director compensation; |
• | reviewing and discussing with management the compensation disclosure to be included in our annual proxy statement or Annual Report on Form 10-K; |
• | reviewing and approving the peer group of companies used to inform our evaluation of compensation for our employees and directors; |
• | adopting and administering a compensation recovery policy; |
• | periodically conducting a performance evaluation of the Compensation Committee and reporting such results to the Board of Directors; and |
• | reviewing and reassessing the adequacy of the Compensation Committee Charter periodically and submitting any proposed changes to the Board of Directors for approval. |
• | developing and recommending to the Board of Directors criteria for board and committee membership; |
• | establishing procedures for identifying and evaluating director candidates, including nominees recommended by stockholders; |
• | reviewing the size and composition of the Board of Directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us; |
• | identifying individuals qualified to become members of the Board of Directors; |
• | recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees; |
• | developing and recommending to the Board of Directors a code of business conduct and ethics and a set of corporate governance guidelines; |
• | periodically reviewing ESG matters pertaining to the Company, including ESG policies and initiatives; |
• | developing a mechanism by which violations of the code of business conduct and ethics can be reported in a confidential manner; and |
• | overseeing the evaluation of the Board of Directors and its committees; and |
• | reviewing and reassessing the adequacy of the Nominating and Corporate Governance Committee Charter periodically and submitting any proposed changes to the Board of Directors for approval. |
• | a majority of our Board of Directors is “independent” in accordance with Nasdaq standards; |
• | each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee be comprised entirely of independent directors; and |
• | at least one member of the Audit Committee shall have the experience, education and other qualifications necessary to qualify as an “Audit Committee financial expert” as defined by the rules of the SEC. |
• | whether a nominee has direct experience in the biotechnology or pharmaceuticals industry or in other fields relevant to the Company’s operations; and |
• | whether the nominee, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. |
• | name and address; |
• | the class and number of shares of the Company owned beneficially or of record; |
• | disclosure regarding any derivative, swap or other transactions which give the nominating person economic risk similar to ownership of shares of the Company or provide the opportunity to profit from an increase in the price of value of shares of the Company; |
• | any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship that confers a right to vote any shares of the Company; |
• | any agreement, arrangement, understanding or relationship engaged in for the purpose of acquiring, holding, disposing or voting of any shares of any class or series of capital stock of the Company; |
• | any rights to dividends or other distributions on the shares that are separate from the underlying shares; |
• | any performance-related fees that the nominating person is entitled to based on any increase or decrease in the value of any shares of the Company; |
• | a description of all agreements, arrangements or understandings by and between the proposing stockholder and another person relating to the proposed business (including an identification of each party to such agreement, arrangement or understanding and the names, addresses and class and number of shares owned beneficially or of record of other stockholders known by the proposing stockholder support such proposed business); |
• | a statement whether or not the proposing stockholder will deliver a proxy statement and form of proxy to holders of, in the case of a business proposal, at least the percentage of voting power of all shares of capital stock required to approve the proposal or, in the case of director nominations, at least the percentage of voting power of all of the shares of capital stock reasonably believed by the proposing stockholder to be sufficient to elect the nominee; and |
• | any other information relating to the nominating person that would be required to be disclosed in a proxy statement filed with the SEC. |
Annual Cash Retainer for Board Membership | | | $50,000 |
Initial Non-Statutory Stock Option Grant upon Election | | | $1,200,000 |
Annual Non-Statutory Stock Option Grant | | | $550,000 |
Name(1) | | | Fees earned or paid in cash ($) | | | Stock awards ($)(2) | | | Option awards ($)(2) | | | All other compensation ($) | | | Total ($) |
Eric Aguiar, M.D. | | | 50,000(3) | | | — | | | 549,995 | | | — | | | 599,995 |
Jennifer E. Cook | | | 50,000 | | | — | | | 549,995 | | | — | | | 599,995 |
Douglas A. Dachille | | | 50,000 | | | — | | | 549,995 | | | — | | | 599,995 |
Ronald J. Daniels | | | 50,000 | | | — | | | 549,995 | | | — | | | 599,995 |
Andrea J. Ellis | | | 50,000 | | | — | | | 549,995 | | | — | | | 599,995 |
Fred Hassan | | | 50,000(4) | | | — | | | 549,995 | | | — | | | 599,995 |
Charles Homcy, M.D. | | | 50,000 | | | — | | | 549,995 | | | 513,200(5) | | | 1,113,195 |
Andrew W. Lo, Ph.D. | | | 50,000(6) | | | — | | | 549,995 | | | — | | | 599,995 |
Frank P. McCormick, Ph.D., F.R.S., D.Sc. | | | 42,778(7) | | | — | | | 1,199,999 | | | 500,000(8) | | | 1,742,776 |
James C. Momtazee | | | 50,000 | | | — | | | 549,995 | | | — | | | 599,995 |
Ali J. Satvat | | | 50,000(9) | | | — | | | 549,995 | | | — | | | 599,995 |
Randal W. Scott, Ph.D. | | | 50,000 | | | — | | | 549,995 | | | — | | | 599,995 |
Hannah A. Valantine, M.D. | | | 50,000 | | | — | | | 549,995 | | | — | | | 599,995 |
Brenton L. Saunders(10) | | | 9,028(11) | | | — | | | — | | | — | | | 9,028 |
Richard H. Scheller, Ph.D.(12) | | | 7,222(13) | | | 1,505,000(14) | | | — | | | 502,400(15) | | | 2,014,622 |
(1) | As of December 31, 2023: Dr. Aguiar held outstanding options to purchase an aggregate of 390,617 shares of our common stock; Ms. Cook held outstanding options to purchase an aggregate of 407,701 shares of our common stock; Mr. Dachille held outstanding options to purchase an aggregate of 206,291 shares of our common stock; Mr. Daniels held outstanding options to purchase an aggregate of 286,871 shares of our common stock; Ms. Ellis held outstanding options to purchase an aggregate of 206,291 shares of our common stock; Mr. Hassan held outstanding options to purchase an aggregate of 206,291 shares of our common stock; Dr. Homcy held outstanding options to purchase an aggregate of 705,835 shares of our common stock, 9,683 shares of restricted stock and 3,760 restricted stock units; Dr. Lo held outstanding options to purchase an aggregate of 296,540 shares of our common stock; Dr. McCormick held outstanding options to purchase an aggregate of 453,392 shares of our common stock and 9,683 share of restricted stock; Mr. Momtazee held outstanding options to purchase an aggregate of 415,544 shares of our common stock; Mr. Satvat held outstanding options to purchase an aggregate of 550,021 shares of our common stock; Dr. Scott held outstanding options to purchase an aggregate of 296,540 shares of our common stock; Dr. Valantine held outstanding options to purchase an aggregate of 201,560 shares of our common stock; and Dr. Scheller held outstanding options to purchase an aggregate of 45,566 shares of our common stock, 1,192 shares of restricted stock and 78,196 restricted stock units. |
(2) | In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic values that will be realized by the directors upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. |
(3) | All cash payments to Dr. Aguiar were made payable to Aisling Capital Management LP. |
(4) | All cash payments to Mr. Hassan were made payable to HGN Services, LLC. |
(5) | Includes cash compensation of $500,000 and $13,200 in Company matching of 401(K) contributions paid to Dr. Homcy in his role as Chairman of Pharmaceuticals of the Company. See section titled “Certain Relationships and Related Party Transactions.” |
(6) | All cash payments to Dr. Lo were made payable to LoTech Partners, LLC. In addition, in 2023 we also paid to QLS Advisors, LLC (“QLS”), of which Dr. Lo is the co-founder and chairman, an aggregate amount of $199,999 in connection with consulting services provided by BioSF Global, a joint collaboration of QLS. See section titled “Certain Relationships and Related Party Transactions.” |
(7) | Dr. McCormick was appointed to the Board of Directors, effective February 21, 2023. Cash payment represents the pro-rated annual retainer for membership on the Board of Directors commencing February 2023. |
(8) | Includes cash payments to Dr. McCormick of $500,000 for his consulting service to the Company regarding matters relating to oncology and pipeline development matters. See section titled “Certain Relationships and Related Party Transactions.” |
(9) | All cash payments to Mr. Satvat were made payable to KKR Genetic Disorder L.P. In addition, we also paid to KKR Capital Markets LLC, an affiliate of KKR Genetic Disorder L.P., (i) $0.5 million related to commissions for acting as a representative of underwriters in connection with our March 2023 underwritten public offering of our common stock and (ii) a commission of $1.8 million for acting as a placement agent in our September 2023 private placement of our common stock. See section titled “Certain Relationships and Related Party Transactions.” |
(10) | Mr. Saunders resigned from the Board of Directors, effective as of March 6, 2023. |
(11) | Includes pro-rated annual retainer for Mr. Saunders’ membership on the Board of Directors ended March 2023. |
(12) | Dr. Scheller resigned from the Board of Directors, effective as of February 21, 2023, but has continued to serve as Chairman of Research and Development of the Company. |
(13) | Includes pro-rated annual retainer for Dr. Scheller’s membership on the Board of Directors ended February 2023. |
(14) | Represents the grant date fair value, calculated in accordance with FASB ASC Topic 718, of 100,000 restricted stock units granted to Dr. Scheller in April 2023 after he resigned from the Board of Directors in February 2023. The restricted stock unit grant to Dr. Scheller was for his services to the Company in his role as Chairman of Research and Development of the Company. See section titled “Certain Relationships and Related Party Transactions.” |
(15) | Includes cash compensation of $500,000 and a medical waiver valued at $2,400 paid to Dr. Scheller in his role as Chairman of Research and Development of the Company. See section titled “Certain Relationships and Related Party Transactions.” |
Name | | | Age | | | Position |
Neil Kumar Ph.D. | | | 45 | | | Chief Executive Officer, President and Board of Director |
Brian C. Stephenson, Ph.D., CFA | | | 43 | | | Chief Financial Officer and Secretary |
Named Executive Officer | | | Title |
Neil Kumar, Ph.D. | | | Chief Executive Officer and President (our “CEO”) |
Brian Stephenson, Ph.D., CFA | | | Chief Financial Officer and Secretary (our “CFO”) |
• | Annual Performance-Based Bonus – Our Compensation Committee and Board of Directors considered the totality of Company and individual performance, and applied discretion in determining the annual performance bonus for our NEOs. For 2023, our Board of Directors determined that we had a successful performance across scientific, clinical, and business priorities. As a result, our Compensation Committee determined that it was appropriate for our CFO to receive a bonus equal to 100% of target bonus percentage and for our CEO to receive a bonus equal to 150% of target bonus percentage. |
• | Long-term Incentives: 2023 Equity “Refresh” Award – The annual stock option grant and restricted stock unit (“RSU”) grants to our NEOs in February 2023 served as their 2023 annual refresh equity, focused primarily on aligning NEO financial incentives with shareholder interests and served as an additional retentive purpose. These awards reflect our equity guidelines and are based on market data provided to us by our compensation consultant. |
• | Harness the power of top performers to drive outsized impact relative to our investment in talent, which increases our probability of success in technical programs and maximizes value for stockholders; |
• | Attract and retain top performers at all levels who contribute to our long-term success; |
• | Focus total rewards on what really matters to our team members; and |
• | Directly tie rewards to performance through a long-term incentive compensation program that pays out when we achieve specified value inflection points. |
• | Sector – U.S.-based, publicly-traded biotech companies with a focus on metabolic or oncology therapeutic areas; |
• | Stage – Lead drug in late-stage pre-commercial and early-stage commercial; and |
• | Market Capitalization – $0.5 billion to $4.5 billion market capitalization range (0.3 to 3.0 times of the Company’s then current market capitalization of approximately $1.5 billion). |
Allogene Therapeutics, Inc. | | | Amicus Therapeutics, Inc. |
Apellis Pharmaceuticals, Inc. | | | Blueprint Medicines Corporation |
Deciphera Pharmaceuticals, Inc. | | | FibroGen, Inc. |
Intercept Pharmaceuticals, Inc. | | | Iovance Biotherapeutics, Inc. |
Nektar Therapeutics | | | PTC Therapeutics, Inc. |
Recursion Pharmaceuticals, Inc. | | | Relay Therapeutics, Inc. |
Revolution Medicines, Inc. | | | Travere Therapeutics, Inc. |
Ultragenyx Pharmaceutical Inc. | | |
Base Salary | | | Base salaries are fixed annual cash compensation established and reviewed annually with consideration for individual responsibilities and experience, competitive market data, and individual contributions. Base salaries are set to be competitive within our industry and are important in attracting and retaining talented executive officers. |
| | ||
Annual Performance-based Bonus | | | The annual performance-based bonus opportunity is a variable, cash incentive program. It is intended to motivate and reward our executive officers for the achievement of key strategic goals of the Company. In determining the annual performance-based bonus for our CEO and CFO, our Compensation Committee reviews corporate performance and considers whether there have been any other extraordinary factors that should be considered in determining the amount of bonus earned for the year. Our Compensation Committee then makes a recommendation to our Board of Directors on the bonus amount based on the totality of Company and individual performance. |
| | ||
Long-Term Equity Incentives | | | Long-term incentive compensation in the form of equity awards incentivizes our executive officers to create sustainable long-term stockholder value, while also providing a retention vehicle for our top executive talent and promoting an ownership culture. Equity awards are granted in the form of time-based stock options and/or RSU awards. These awards are typically granted on an annual basis. |
| |||
| From time to time, our Compensation Committee may determine it is in the Company’s best interest to use other award types, such as performance-based or milestone achievement equity awards, to drive the achievement of specific performance outcomes. Our Compensation Committee did not use these options or other award types for NEO compensation for 2023. |
What We Do | | | What We Don’t Do |
Pay for performance - structure a substantial portion of pay to be “at risk” and based on Company and individual performance | | | No excise tax reimbursement or “gross ups” in the event of a change in control |
| | ||
Maintain a long-term strategic plan for equity compensation and avoid undue emphasis on short-term value creation | | | No significant health and welfare benefits or perquisites that are not available to all employees |
| | ||
Retain an independent compensation consultant | | | No hedging or pledging of securities |
| | ||
Review compensation peer group and analyze peer company executive pay regularly | | | No retirement programs other than our Section 401(k) retirement savings plan |
| | ||
Maintain an independent Compensation Committee | | | |
| | ||
Conduct an annual say-on-pay vote | | | |
| | ||
Maintain a compensation clawback policy | | |
Name | | | 2022 Base Salary | | | 2023 Base Salary | | | % Change |
Neil Kumar, Ph.D. | | | $1,106,000 | | | $742,000 | | | (33)% |
Brian Stephenson, Ph.D., CFA | | | $650,000 | | | $650,000 | | | 0% |
Name | | | 2023 Base Salary | | | 2023 Target Bonus (% of base salary) | | | 2023 Target Bonus ($) |
Neil Kumar, Ph.D. | | | $742,000 | | | 70% | | | $519,400 |
Brian Stephenson, Ph.D., CFA | | | $650,000 | | | 75% | | | $487,500 |
Name | | | 2023 Target Bonus ($) | | | 2023 Bonus Payout ($) | | | 2023 Bonus Payout (% of bonus target) |
Neil Kumar, Ph.D. | | | $519,400 | | | $779,100 | | | 150% |
Brian Stephenson, Ph.D., CFA | | | $487,500 | | | $487,500 | | | 100% |
Name | | | 2023 Refresh RSUs and Stock Options (grant date) | | | 2023 Refresh RSU (# of shares) | | | 2023 Refresh Stock Options (# of shares) | | | Strike Price of 2023 Refresh Stock Options ($) |
Neil Kumar, Ph.D. | | | 2/10/2023 | | | 536,704 | | | 624,652 | | | $11.41 |
Brian Stephenson, Ph.D., CFA | | | 2/10/2023 | | | 277,893 | | | 323,431 | | | $11.41 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(2) | | | All Other Compensation ($) | | | Total ($) |
Neil Kumar, Ph.D. Chief Executive Officer | | | 2023 | | | 742,000 | | | 779,100 | | | 6,123,793 | | | 4,499,993 | | | 13,740(3) | | | 12,158,626 |
| 2022 | | | 1,106,000 | | | 940,100 | | | 4,571,519 | | | — | | | 56,818 | | | 6,674,437 | ||
| 2021 | | | 725,000 | | | — | | | 2,638,134 | | | 22,230,967 | | | 32,858 | | | 25,626,959 | ||
Brian Stephenson, Ph.D., CFA Chief Financial Officer | | | 2023 | | | 650,000 | | | 487,500 | | | 3,170,759 | | | 2,329,997 | | | 13,740(3) | | | 6,651,996 |
| 2022 | | | 650,000 | | | 487,500 | | | 1,807,692 | | | — | | | 12,200 | | | 2,957,392 | ||
| 2021 | | | 600,000 | | | 225,000 | | | 1,442,224 | | | 6,398,473 | | | 11,600 | | | 8,677,297 |
(1) | The bonus amounts reported reflect the discretionary cash bonuses earned by the NEOs, and determined by our Board of Directors, for the applicable fiscal year, which was based on several factors, including our Company’s and our NEOs’ performance during such fiscal year. |
(2) | In accordance with SEC rules, these columns reflect the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. |
(3) | The amount reported represents $13,200 for employer matching contributions received under the Company’s 401(k) plan and $540 in imputed income for parking for each of Drs. Kumar and Stephenson. |
Name | | | Grant Date | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | | | All Other Option Awards: Number of Securities Underlying Options (#)(2) | | | Exercise or Base Price of Option Awards ($/Share)(3) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) |
Neil Kumar, Ph.D. | | | 2/10/2023 | | | | | 624,652 | | | 11.41 | | | 4,499,993 | |
| 2/10/2023 | | | 536,704 | | | | | | | 6,123,793 | ||||
Brian Stephenson, Ph.D., CFA | | | 2/10/2023 | | | | | 323,431 | | | 11.41 | | | 2,329,997 | |
| 2/10/2023 | | | 277,893 | | | | | | | 3,170,759 |
(1) | The amounts shown represent time-based RSUs granted pursuant to the 2021 Plan, which amounts will be payable in shares of our common stock if the service-based conditions for such time-based RSUs are met. The vesting schedules for such time-based RSUs are set forth in the “Outstanding Equity Awards at 2023 Fiscal Year End Table” below. |
(2) | The amounts shown represent time-based stock options granted pursuant to our 2021 Plan. The vesting schedules for such time-based stock options are set forth in the “Outstanding Equity Awards at 2023 Fiscal Year End Table” below. |
(3) | Based on the closing price per share of our common stock as reported by the Nasdaq Global Select Market on the date of grant. |
(4) | The amounts represent the aggregate grant date fair values of the stock awards and option awards, as applicable, granted during 2023, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are included in Note 16 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the exercise of the options, the lapse of our repurchase right on any shares of restricted stock, the vesting/settlement of restricted stock units or the sale of shares of our common stock underlying such awards. |
| | | | Option Awards | | | Stock Awards | ||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of shares or units of stock that have not vested (#) | | | Market value of shares or units of stock that have not vested ($)(1) |
Neil Kumar, Ph.D. | | | 06/26/2019 | | | 1,742,882(2) | | | — | | | $ 17.00 | | | 06/26/29 | | | — | | | — |
| 07/01/2019 | | | — | | | — | | | — | | | — | | | 63,571(3) | | | $2,566,361 | ||
| 06/03/2020 | | | 516,732 | | | 73,819(4) | | | $ 28.86 | | | 06/02/30 | | | — | | | — | ||
| 06/03/2020 | | | — | | | — | | | — | | | — | | | 10,259(5) | | | $414,156 | ||
| 02/10/2021 | | | 160,062 | | | 65,909(6) | | | $ 68.87 | | | 02/09/31 | | | — | | | — | ||
| 02/10/2021 | | | — | | | — | | | — | | | — | | | 11,971(7) | | | $483,269 | ||
| 12/03/2021 | | | 393,036 | | | 393,036(8) | | | $ 38.62 | | | 12/02/31 | | | — | | | — | ||
| 03/16/2022 | | | — | | | — | | | — | | | — | | | 61,182(9) | | | $2,469,917 | ||
| 02/10/2023 | | | 130,135 | | | 494,517 (10) | | | $11.41 | | | 2/09/33 | | | — | | | — | ||
| 02/10/2023 | | | — | | | — | | | — | | | — | | | 436,072(11) | | | $ 17,604,227 | ||
Brian Stephenson, Ph.D., CFA | | | 06/26/2019 | | | 516,670(2) | | | — | | | $ 17.00 | | | 06/26/29 | | | — | | | — |
| | 07/01/2019 | | | — | | | — | | | — | | | — | | | 608(3) | | | $24,545 | |
| | 06/03/2020 | | | 172,243 | | | 24,607(4) | | | $ 28.86 | | | 06/02/30 | | | | | |||
| | 06/03/2020 | | | — | | | — | | | — | | | — | | | 3,420(5) | | | $138,065 | |
| | 02/10/2021 | | | 52,020 | | | 21,420(6) | | | $ 68.87 | | | 02/09/31 | | | — | | | — | |
| | 02/10/2021 | | | — | | | — | | | — | | | — | | | 3,891(7) | | | $157,080 | |
| | 12/03/2021 | | | 105,682 | | | 105,684(8) | | | $ 38.62 | | | 12/02/31 | | | — | | | — | |
| | 12/03/2021 | | | — | | | — | | | — | | | — | | | 7,572(12) | | | $305,682 | |
| | 03/16/2022 | | | — | | | — | | | — | | | — | | | 24,193(9) | | | $976,671 | |
| | 02/10/2023 | | | 67,381 | | | 256,050(10) | | | $11.41 | | | 2/09/33 | | | — | | | — | |
| | 02/10/2023 | | | — | | | — | | | — | | | — | | | 225,789(11) | | | $9,115,102 |
(1) | Based on a price of $40.37 per share, which was the closing price per share of our common stock as reported by the Nasdaq Global Select Market on December 29, 2023, the last trading day of 2023. |
(2) | Represents fully vested shares subject to such stock option award. |
(3) | Represents shares of restricted common stock that were issued in exchange for common units in BridgeBio Pharma LLC in connection with the reorganization of our corporate structure on July 1, 2019 (the “Reorganization”). The shares fully vested on February 12, 2024. |
(4) | The shares underlying this stock option award vest as follows: 1/48th of the shares vest on a monthly basis following the vesting commencement date of June 3, 2020, subject to the grantee’s continuous service through each such vesting date. |
(5) | Represents restricted stock units that vest in equal quarterly installments for four years following the vesting commencement date of May 16, 2020, subject to the grantee’s continuous service through each such vesting date. |
(6) | The shares underlying this stock option award vest in equal monthly installments over four years following the vesting commencement date of February 10, 2021, subject to the grantee’s continuous service through each such vesting date. |
(7) | Represents restricted stock units that vest in equal quarterly installments for four years following the vesting commencement date of February 16, 2021, subject to the grantee’s continuous service through each such vesting date. |
(8) | The shares underlying this stock option award vest as follows: 1/4th of the shares vested on December 3, 2022, and the remaining shares vest in equal monthly installments thereafter for the next three years, subject to the grantee’s continuous service through each such vesting date. |
(9) | Represents restricted stock units that fully vested with respect to the underlying shares on February 16, 2024. |
(10) | The shares underlying this stock option award vest as follows: 1/48th of the shares vest on a monthly basis following the vesting commencement date of February 10, 2023, subject to the grantee’s continuous service through each such vesting date. |
(11) | Represents restricted stock units that vested with respect to 1/16th of the underlying shares on May 16, 2023, and vest with respect to 1/16th of the underlying shares in equal quarterly installments thereafter, subject to the grantee’s continued service through each vesting date. |
(12) | Represents restricted stock units that vested with respect to 1/4th of the underlying shares on November 16, 2022, and vest with respect to 1/12th of the remaining underlying shares in equal quarterly installments thereafter, subject to the grantee’s continuous service through each such vesting date. |
| | Stock Awards | ||||
| | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) | |
Neil Kumar, Ph.D. | | | 756,874 | | | $ 15,988,728 |
Brian C. Stephenson, Ph.D., CFA | | | 215,379 | | | $4,674,025 |
(1) | The value realized upon vesting of restricted stock and restricted stock units is calculated by multiplying (i) the number of shares of restricted stock and restricted stock units vested by (ii) the closing market price of our common stock on the vesting date. The value does not necessarily reflect the actual proceeds received. |
Name | | | Base Salary ($) | | | Bonus ($) | | | Accelerated Vesting of Equity Awards ($) | | | Continuation of Insurance Coverage ($) | | | Total ($) |
Neil Kumar, Ph.D. | | | | | | | | | | | |||||
Termination Without Cause or Resignation for Good Reason | | | 742,000 | | | — | | | — | | | 42,403 | | | 784,403 |
Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | | | 742,000 | | | — | | | 39,396,612 | | | 42,403 | | | 40,181,015 |
| | | | | | | | | | ||||||
Brian C. Stephenson, Ph.D., CFA(1) | | | | | | | | | | | |||||
Termination Without Cause or Resignation for Good Reason | | | — | | | — | | | — | | | — | | | — |
Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | | | — | | | — | | | 18,600,527 | | | — | | | 18,600,527 |
(1) | Pursuant to Dr. Stephenson’s offer letter dated October 28, 2018, he was not entitled to potential payments assuming that a qualifying termination of employment occurred on December 29, 2023. See the section “Employment Arrangements with our Named Executive Officers” above for details of certain termination or change in control benefits provided to Dr. Stephenson as of February 21, 2024, the effective date of the amendment to his offer letter. |
Year | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Loss Attributable to Common Stockholders of BridgeBio(7) | | | Company- Selected Measure (Revenue)(8) | |||
| Total Shareholder Return(5) | | | Peer Group Total Shareholder Return(6) | | |||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) |
2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ | | | $ |
2022 | | | $ | | | ($ | | | $ | | | ($ | | | $ | | | $ | | | ($ | | | $ |
2021 | | | $ | | | ($ | | | $ | | | ( | | | $ | | | $ | | | ($ | | | $ |
2020 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ | | | $ |
(1) | The dollar amounts reported in column (b) represent the amount of total compensation reported for |
(2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Kumar, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Dr. Kumar during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Kumar’s total compensation for 2023 to determine the “compensation actually paid” to him for such fiscal year: |
Year | | | Reported Summary Compensation Table Total for PEO | | | Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a) | | | Equity Award Adjustments(b) | | | Compensation Actually Paid to PEO |
2023 | | | $ | | | $ | | | $ | | | $ |
(a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year. This number is being subtracted from the Summary Compensation Table Total. |
(b) | The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments for 2023 are as follows: |
Year | | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year as of End of Covered Fiscal Year | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years as of End of Covered Fiscal Year | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Fiscal Year | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year | | | Fair Value at End of Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during Covered Fiscal Year | | | Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date not Otherwise Included in Total Compensation for Covered Fiscal Year | | | Total Equity Award Adjustments |
2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
(3) | The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding Dr. Kumar, who has served as our PEO since our Company’s founding in April 2015) for each covered year in the “Total” column of the Summary Compensation Table for each applicable year. For 2023, the average “compensation actually paid” to our NEOs (excluding our PEO) comprised the compensation of Dr. Stephenson, our CFO. |
(4) | The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our CFO, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our CFO during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for 2023 to determine the executive compensation actually paid, using the same methodology described above in Note 4(b) below: |
Year | | | Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers | | | Average Grant Date Fair Value of Equity Awards Reported in Summary Compensation Table(a) | | | Equity Award Adjustments(b) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers |
2023 | | | $ | | | $ | | | $ | | | $ |
(a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year. |
(b) | The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the average change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the average fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments for 2023 are as follows: |
Year | | | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year as of End of Covered Fiscal Year | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Year as of End of Covered Fiscal Year | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Covered Fiscal Year | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year | | | Average Fair Value at End of the Prior Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during Covered Fiscal Year | | | Average Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year not Otherwise Included in Total Compensation for Covered Fiscal Year | | | Total Average Equity Award Adjustments |
2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
(5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period (December 31, 2019) by our share price at the beginning of the measurement period. Following SEC regulations, we calculated the cumulative TSR for 2023 as an average of the past 4 years (December 31, 2019 to December 31, 2023) assuming an initial investment of $100 on December 31, 2019. Our one-year total shareholder return for 2023 is greater than |
(6) | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Biotechnology Index. |
(7) | The dollar amounts reported represent the amount of net loss attributable to common stockholders of BridgeBio in our audited consolidated financial statements for each covered fiscal year included in our Annual Reports on Form 10-K filed with the SEC. |
(8) | The dollar amounts represent our |
• | each person known to us to be the beneficial owner of more than 5% of our common stock as of April 1, 2024; |
• | each named executive officer; |
• | each of our directors; and |
• | all of our executive officers and directors as a group. |
Name of Beneficial Owner(1) | | | Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned |
5% Stockholders: | | | | | ||
KKR Genetic Disorder L.P.(2) | | | 31,060,971 | | | 16.60% |
Viking Global Entities(3) | | | 25,120,991 | | | 13.42% |
The Vanguard Group(4) | | | 12,800,294 | | | 6.84% |
BlackRock, Inc.(5) | | | 10,156,773 | | | 5.43% |
Directors and Named Executive Officers | | | | | ||
Neil Kumar, Ph.D.(6) | | | 10,114,271 | | | 5.31% |
Brian C. Stephenson, Ph.D., CFA(7) | | | 1,089,240 | | | * |
Charles Homcy, M.D.(8) | | | 1,801,506 | | | * |
Eric Aguiar, M.D.(9) | | | 256,203 | | | * |
Jennifer E. Cook(10) | | | 280,439 | | | * |
Douglas A. Dachille(11) | | | 88,219 | | | * |
Ronald J. Daniels(12) | | | 162,859 | | | * |
Andrea J. Ellis(13) | | | 80,219 | | | * |
Fred Hassan(14) | | | 87,519 | | | * |
Andrew W. Lo, Ph.D.(15) | | | 415,808 | | | * |
Frank P. McCormick, Ph.D., F.R.S., D.Sc.(16) | | | 1,447,581 | | | * |
James C. Momtazee(17) | | | 369,621 | | | * |
Ali J. Satvat(2)(18) | | | 31,476,578 | | | 16.78% |
Randal W. Scott, Ph.D.(19) | | | 173,626 | | | * |
Hannah A. Valantine, M.D.(20) | | | 62,488 | | | * |
All directors and executive officers as a group (15 persons)(21) | | | 47,906,177 | | | 24.66% |
* | Represents beneficial ownership of less than one percent of the shares of the Company’s common stock. |
(1) | Unless otherwise indicated, the address of all listed stockholders is 3160 Porter Drive, Suite 250, Palo Alto, California 94304. |
(2) | Based on a Schedule 13D/A filed with the SEC on February 17, 2021 by KKR Genetic Disorder L.P. Consists of 31,060,971 shares of common stock directly owned by KKR Genetic Disorder L.P. KKR Genetic Disorder GP LLC, as the general partner of KKR Genetic Disorder L.P., KKR Group Partnership L.P., as the sole member of KKR Genetic Disorder GP LLC, KKR Group Holdings Corp., as the general partner of KKR Group Partnership L.P., KKR & Co. Inc., as the sole stockholder of KKR Group Holdings Corp., KKR Management LLP, as the Series I Preferred stockholder of KKR & Co. Inc., and Messrs. Henry R. Kravis and George R. Roberts, as the founding partners of KKR Management LLP, may be deemed to be the beneficial owners having shared voting and investment power with respect to the shares described above. The principal business address of each of the entities and persons identified in the immediately preceding sentence, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, Suite 4200, New York, NY 10019. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025. Mr. Satvat is a member of our Board of Directors and serves as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. Each of Messrs. Kravis, Roberts and Satvat disclaims beneficial ownership of the shares held by KKR Genetic Disorder L.P. The principal business address of Mr. Satvat is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025. |
(3) | Based on a Schedule 13D/A filed with the SEC on November 22, 2023 by Viking Global Investors LP. Consists of (i) 631,167 shares of common stock held by Viking Global Equities Master Ltd. (“VGE Master”); (ii) 251,204 shares of common stock held by Viking Long Fund Master Ltd. (“VLF”) and (iii) 24,238,620 shares of common stock held by Viking Global Opportunities Illiquid Investments Sub-Master LP (“Viking Opportunities,” and together with VGE Master, VLF and Viking Opportunities, the “Viking Global Entities”). VGE Master has the power to dispose of and vote the shares directly owned by it, which power may be exercised by its investment manager, Viking Global Performance LLC (“VGP”), and by Viking Global Investors LP (“VGI”), which provides managerial services to VGE Master. VLF has the power to dispose of and vote the shares directly owned by it, which power may be exercised by its investment manager, Viking Long Fund GP LLC (“VLFGP”), and by VGI, which provides managerial services to VLF. Viking Opportunities has the power to dispose of and vote the shares directly owned by it, which power may be exercised by its general partner, Viking Global Opportunities Portfolio GP LLC (“Viking Opportunities GP”), by VGI, which provides managerial services to Viking Opportunities, and by Viking Global Opportunities Parent GP LLC (“Viking Opportunities Parent”), which serves as the sole member of Viking Opportunities GP. O. Andreas Halvorsen, David C. Ott and Rose S. Shabet, as Executive Committee members of Viking Global Partners LLC (the general partner of VGI), VGP, VLFGP and Viking Opportunities Parent, have shared power to direct the voting and disposition of investments beneficially owned by VGI, VGP, VLFGP and Viking Opportunities Parent. The business address of each of the Viking Global Entities is c/o Viking Global Investors LP, 55 Railroad Avenue, Greenwich, Connecticut 06830. |
(4) | Based on a Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group. Consists of 12,800,294 shares of common stock. The Vanguard Group, Inc.’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person’s interest in the securities reported herein is more than 5%. The business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
(5) | Based on a Schedule 13G/A filed with the SEC on January 29, 2024 by BlackRock, Inc. Consists of 10,156,773 shares of common stock and includes holdings from the following subsidiaries: Aperio Group, LLC; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Fund Advisors; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of BridgeBio Pharma, Inc. No one person’s interest in the common stock of BridgeBio Pharma, Inc. is more than five percent of the total outstanding common shares. The business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
(6) | Consists of: (i) 6,875,932 shares of common stock, of which 4,867,524 shares are held by Dr. Kumar, 1,012,722 shares are held by the Kumar Haldea Revocable Trust, and 995,686 shares are held by the Kumar Haldea Family Irrevocable Trust (Dr. Kumar disclaims beneficial ownership of the shares held in the trusts), (ii) 3,177,672 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter, and (iii) 60,667 restricted stock units that are vested and releasable within 60 days of April 1, 2024. |
(7) | Consists of (i) 62,908 shares of common stock held by Dr. Stephenson, (ii) 998,825 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter and (iii) 27,507 restricted stock units that are vested and releasable within 60 days of April 1, 2024. |
(8) | Consists of (i) 1,230,085 shares of common stock held by Dr. Homcy and (ii) 571,421 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(9) | Consists of 256,203 shares of common stock issuable upon the exercise of options held by Dr. Aguiar that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(10) | Consists of (i) 7,152 shares of common stock held by Ms. Cook and (ii) 273,287 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(11) | Consists of (i) 20,000 shares of common stock held by The Dachille 2012-1 Family Trust and (ii) 68,219 shares of common stock issuable upon the exercise of options held by Mr. Dachille that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(12) | Consists of (i) 10,402 shares of common stock held by Mr. Daniels and (ii) 152,457 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(13) | Consists of (i) 12,000 shares of common stock held by Mrs. Ellis and (ii) 68,219 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(14) | Consists of (i) 19,300 shares of common stock held by Mr. Hassan and (ii) 68,219 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(15) | Consists of (i) 253,682 shares of common stock, of which 48,099 shares are held by Dr. Lo and 205,583 shares are held by Andrew W. Lo and Nancy N. Lo JTWROS, and (ii) 162,126 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(16) | Consists of (i) 1,100,065 shares of common stock, of which 472,376 shares are held by Dr. McCormick and 627,689 shares are held by the Francis P. McCormick Rev Trust U/A DTD 1/27/2017, of which Dr. McCormick is the Trustee, and (ii) 347,516 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(17) | Consists of (i) 88,491 shares of common stock, of which 8,491 shares are held by Mr. Momtazee and 80,000 shares are held by The James Momtazee Revocable Trust, of which Mr. Momtazee is the Trustee, and (ii) 281,130 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(18) | Consists of (i) 31,060,971 shares of common stock held by KKR Genetic Disorder L.P. as described in footnote (2) above (Mr. Satvat disclaims beneficial ownership of the shares held by KKR Genetic Disorder L.P.) and (ii) 415,607 shares of common stock issuable upon the exercise of options held by Mr. Satvat that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(19) | Consists of (i) 11,500 shares of common stock, of which 5,000 shares of common stock held by Dr. Scott and 6,500 shares of common stock held by Thinking Bench Capital LLC, of which Dr. Scott is the manager and The OG Family Trust (a revocable trust of which Dr. Scott and his spouse are trustees) is sole member, and (ii) 162,126 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(20) | Consists of (i) 5,197 shares of common stock, of which 1,764 shares are held by Dr. Valantine and 3,433 shares of common stock are held by Dr. Valantine’s spouse, and (ii) 57,291 shares of common stock issuable upon the exercise of options that are vested as of April 1, 2024 or exercisable within 60 days thereafter. |
(21) | Consists of the number of shares beneficially owned by the named executive officers and directors listed in the table above. |
Fees billed | | | 2023 Deloitte | | | 2022 Deloitte |
Audit Fees | | | $2,239,115 | | | $2,463,528 |
Audit-Related Fees | | | 818,200 | | | — |
Tax Fees | | | 361,348 | | | 250,295 |
All Other Fees | | | 7,390 | | | 88,391 |
Total | | | $3,426,053 | | | $2,802,214 |
• | Pursuant to the Amended and Restated Plan, an additional 6,500,000 shares are reserved for issuance under the Amended and Restated Plan (together with the aggregate of 41,223,827 shares of common stock previously reserved under the 2021 Plan (totaling 47,723,827 shares reserved)); |
• | The maximum number of shares of common stock that may be issued in the form of incentive stock options under the Amended and Restated Plan shall not exceed 47,723,827 shares; |
• | Awards of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based awards, and dividend equivalent rights are permitted; |
• | The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the Amended and Restated Plan will be added back to the shares of common stock available for issuance under the Amended and Restated Plan. Shares we reacquire on the open market will not be added to the reserved pool under the Amended and Restated Plan; |
• | The value of all awards awarded under the Amended and Restated Plan and all other cash compensation paid by us to any non-employee director for his or her services as a director in any calendar year may not exceed $1,250,000 and in any calendar year subsequent to the calendar year in which any non-employee director is first elected to the Board may not exceed $600,000; |
• | Stock options and stock appreciation rights will not be repriced in any manner without stockholder approval; |
• | No automatic annual increase in the number of shares of common stock reserved and available for issuance; |
• | Awards under the Amended and Restated Plan are subject to the Company’s clawback policy; |
• | Dividends and dividend equivalents in respect of any award under the Amended and Restated Plan will only be paid if and to the extent that the underlying award becomes vested or earned (and will be forfeited if the award is forfeited); |
• | Any material amendment to the Amended and Restated Plan is subject to approval by our stockholders; and |
• | The term of the Amended and Restated Plan will expire on June 21, 2029. We are not requesting an extension to the term of our plan. |
Year | | | Weighted Average Shares Outstanding (Undiluted) | | | Options Granted | | | Options Canceled/ Forfeited(1) | | | Full-Value Awards Granted(2) | | | Full-Value Awards Canceled/ Forfeited(1) | | | Gross Equity Burn/Usage | | | Net Equity Burn/Usage |
| | (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (b+d)/(a) | | | (b+d-c-e)/(a) | |
2023 | | | 162,791,511 | | | 1,724,909 | | | 622,601 | | | 9,580,459 | | | 551,407 | | | 6.9% | | | 6.2% |
2022 | | | 147,473,076 | | | 1,468,894 | | | 1,177,518 | | | 5,135,418 | | | 2,257,016 | | | 4.5% | | | 2.1% |
2021 | | | 144,356,619 | | | 3,191,532(3) | | | 144,398 | | | 3,622,498(4) | | | 278,558 | | | 4.7% | | | 4.4% |
| | | | | | | | | | | |||||||||||
3-year average: | | | 5.4% | | | 4.3% |
(1) | Excludes cancelled or forfeited stock options and restricted stock units that the Company issued in January 2021 in connection with our acquisition of Eidos Therapeutics, Inc. (“Eidos”) on January 26, 2021 (the “Eidos Merger”) in exchange for then outstanding equity awards of Eidos as reported in the Company’s Annual Report on Form 10-K. |
(2) | Includes time-based restricted stock units, performance-based restricted stock units and performance-based restricted stock awards. |
(3) | Excludes 2,776,672 stock options issued by the Company in January 2021 in exchange for then outstanding Eidos stock options in connection with the Eidos Merger as reported in the Company’s Annual Report on Form 10-K. |
(4) | Excludes 25,972 shares of restricted stock units issued by the Company in January 2021 in exchange for then outstanding Eidos restricted stock units in connection with the Eidos Merger transaction as reported in the Company’s Annual Report on Form 10-K. |
| | Options | | | Stock Awards | |||||||
Name and Position | | | Average Exercise Price ($) | | | Number of Awards (#) | | | Dollar Value ($)(1) | | | Number of Awards (#) |
Neil Kumar, M.D., Chief Executive Officer | | | $11.41 | | | 624,652 | | | $6,123,793 | | | 536,704 |
Brian C. Stephenson, Ph.D., CFA, Chief Financial Officer | | | $11.41 | | | 323,431 | | | $3,170,759 | | | 277,893 |
All current executive officers, as a group | | | $11.41(2) | | | 948,083 | | | $9,294,552(3) | | | 814,597 |
All current directors who are not executive officers, as a group | | | $15.76(2) | | | 776,826 | | | $— | | | — |
All current employees who are not executive officers, as a group | | | $16.75(4) | | | 51,501(4) | | | $127,671,934(3)(5) | | | 8,765,862(6) |
(1) | The valuation of stock awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, see Note 16 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023. |
(2) | Represents the weighted-average exercise price for the group. |
(3) | Represents the aggregate grant date fair value for the group. |
(4) | Represents a non-statutory stock option to purchase common stock granted to Dr. Homcy in 2023 for his service on our Board of Directors, which option is also included in the row titled “All current directors who are not executive officers, as a group.” |
(5) | Includes the value of shares of restricted stock units granted to non-employees who are not directors in 2023 totaling $220,315. |
(6) | Includes 6,972 shares of restricted stock units granted to non-employees who are not directors in 2023. |
Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights(7) | | | Number of securities remaining available for future issuance under equity compensation plan (excluding securities referenced in first column) |
Equity compensation plans approved by security holders(1) | | | 18,937,228(2) | | | $ 24.91 | | | 10,337,623(3) |
Equity compensation plans not approved by security holders(4) | | | 2,716,353(5) | | | $ 16.79 | | | 1,902,409(6) |
Total | | | 21,653,581 | | | $ 23.99 | | | 12,240,032 |
(1) | Includes grants under the ESPP and the 2021 Plan. |
(2) | Includes 10,932,174 shares of common stock issuable upon the exercise of outstanding options and 8,005,054 restricted stock units. Does not include purchase rights accruing under the ESPP as of December 31, 2023 because the purchase rights (and therefore, the number of shares to be purchased) are not determined until the end of the purchase period on February 15, 2024. |
(3) | As of December 31, 2023, a total of 6,781,711 shares of our common stock was reserved and available for issuance pursuant to the 2021 Plan. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of common stock underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2021 Plan will be added back to the shares of common stock available for issuance under the 2021 Plan. As of December 31, 2023, a total of 3,555,912 shares of our common stock was reserved and available for issuance pursuant to the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2020, by the lesser of 2,000,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by our Compensation Committee. The Compensation Committee determined not to increase the number of shares reserved and available under the ESPP in 2024. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. |
(4) | Includes grants under the Inducement Plan. In connection with our acquisition of Eidos Therapeutics, Inc. we also assumed outstanding Eidos Therapeutics, Inc. options and restricted stock units. As of December 31, 2023, there were 1,221,942 shares issuable under such assumed outstanding stock options (with a weighted-average exercise price of $14.60) and 1,465 such assumed outstanding restricted stock units. For more information about the Inducement Plan and the assumed Eidos Therapeutics, Inc. awards, please see Note 16 to our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024. |
(5) | Includes 178,326 shares of common stock issuable upon the exercise of outstanding options, 1,314,620 restricted stock units from the Inducement Plan, and 1,221,942 shares of common stock issuable under outstanding stock options and 1,465 restricted stock units from the assumption of Eidos. |
(6) | As of December 31, 2023, a total of 1,902,409 shares of common stock was reserved and available for issuance pursuant to the Inducement Plan. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our |
(7) | The weighted average exercise price is calculated based solely on outstanding stock options. This weighted-average exercise price does not reflect shares subject to restricted stock units or purchase rights accruing under the ESPP as of December 31, 2023 because the purchase rights (and therefore, the number of shares to be purchased) are not determined until the end of the purchase period on February 15, 2024. |
SECTION 1. | GENERAL PURPOSE OF THE PLAN; DEFINITIONS |
SECTION 2. | ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS |
SECTION 3. | STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION |
SECTION 4. | ELIGIBILITY |
SECTION 5. | STOCK OPTIONS |
SECTION 6. | STOCK APPRECIATION RIGHTS |
SECTION 7. | RESTRICTED STOCK AWARDS |
SECTION 8. | RESTRICTED STOCK UNITS |
SECTION 9. | UNRESTRICTED STOCK AWARDS |
SECTION 10. | CASH-BASED AWARDS |
SECTION 11. | DIVIDEND EQUIVALENT RIGHTS |
SECTION 12. | TRANSFERABILITY OF AWARDS |
SECTION 13. | TAX WITHHOLDING |
SECTION 14. | SECTION 409A AWARDS |
SECTION 15. | TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC. |
SECTION 16. | AMENDMENTS AND TERMINATION |
SECTION 17. | STATUS OF PLAN |
SECTION 18. | GENERAL PROVISIONS |
SECTION 19. | EFFECTIVE DATE OF PLAN |
SECTION 20. | GOVERNING LAW |